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Home My WebLink About03-23-07 Amended First and Partial Account of Thomas E. Coolidge and Philip Coolidge Trustees of Warren F. Coolidge Trust for benefit of Julia Coolidge Stolz Created Under Will of Warren F. Coolidge ~ 0 Late of the Borough of Carlisle, Cumberland County, Pennsylvania::-~ ~3 ":-r.Q -,---., .'~.-n, ....::::...-. -1""~ _ :_r) ~;~ , C-) C) ACCOUNTANT IS CHARGED WITH THE AMOUNTS OF PRINCIPAL AND INC~ "'I, RECEIVED AND CLAIMS CREDIT FOR THE DISBURSEMENTS MADE AS STATED BELOW: :."!~ )2 r-'~ .! _~.:...J f' , w -;:1 C.0 N PRINCIPAL RECEIVED .&:' l~ January 15, 2002 Legg Mason Fund January 15,2002 AT&T Corp., common stock January 15, 2002 AT &T Wireless Services, common stock January 15,2002 BP, PLC, American Depositary Receipt January 15, 2002 Bellsouth Corp., common stock January 15, 2002 Conagra Funds, common stock January 15,2002 Exxon Mobil Corp., common stock January 15,2002 FPL Group, Inc., common stock January 15,2002 Kimberly-Clark Corp., common stock January 15, 2002 Lucent Technologies, common stock January 15, 2002 M&T Bank, common stock January 15,2002 Scana Corp., common stock January 15, 2002 Central Dauphin, Pennsylvania General Obligation Bond January 15,2002 l.P. Morgan & Co., common stock January 15,2002 West Chester, Pennsylvania Area School District Bond January 15,2002 York County, Pennsylvania Hospital Authority Bond February 12,2002 Vanguard GNMA Fund February 12,2002 Vanguard Inter-Term Treasury Bond Fund 1,026.59 1,212.78 527.90 11,194.18 2,622.97 1,577.39 34,486.00 5,856.75 3,870.13 351.75 88,379.64 1,154.79 6,892.60 3,558.15 7,048.70 3,350.58 5,459.88 9,164.94 February 12, 2002 Vanguard Long Term Corporate Bond Fund February 12, 2002 Vanguard Long Term Tax Exempt Bond Fund February 12, 2002 Vanguard Wellesley Income Fund TOTAL PRINCIPAL RECEIVED 12,775.73 10,413.67 20,754.15 231,679.27 GAINS AND LOSSES ON SALES OR OTHER DISPOSITIONS June 12,2002 Cash in lieu of shares in Agere Systems (0.49) August 20, 2002 Sale of Lucent Technologies (216.99) November 18, 2002 Comcast Stock distributed, 1 for 5 stock split 0.00 November 25, 2002 AT &T reverse stock split 0.00 AT &T cash in lieu of distribution on split 5.36 Comcast, cash in lieu of distribution 1.66 December 17, 2002 Sale of AT&T (137.12) December 31, 2002 Vanguard GNMA short-term capital gain distribution 10.55 December 31, 2002 Vanguard PA Long-term tax exempt fund, short-term cap. Gain distrib. 1.11 December 31, 2002 Vanguard Intermediate term fund, long-term capital gain distribution 149.70 December 31, 2002 Vanguard PA Long-term tax exempt fund, short-term cap. Gain distrib. 51.92 March 31, 2003 Vanguard Intermediate term fund, short-term capital gain distribution 31.59 March 31, 2003 Vanguard Intermediate term fund, long-term capital gain distribution 60.61 December 31, 2003 Vanguard Intermediate term fund, short-term capital gain distribution 17.23 December 31, 2003 Vanguard Intermediate term fund, long-term capital gain distribution 46.52 December 31, 2003 Vanguard PA Long-term tax exempt fund, short-term cap. Gain distrib. 13.48 December 31, 2003 Vanguard PA Long-term tax exempt fund, long-term cap. Gain distrib. 44.27 August 5, 2004 Sale of Vanguard Intermediate term Treasury fund 270.08 August 5, 2004 Sale of Vanguard PA Long-term Tax Exempt fund 238.35 August 5, 2004 Sale of Vanguard Wellesley Income Fund 164.11 August 5, 2004 Sale of Vanguard Long-term Corporate Fund 891.66 August 5, 2004 Sale of Vanguard GNMAfund 8.34 August 16,2004 Sale of Agere Systems, Class A (1.19) August 16,2004 Sale of AT&T Wireless (74.96) August 16,2004 Sale of Agere Systems, Class B (47.47) August 16,2004 Sale of Bellsouth (883.74) August 16,2004 Sale of Comcast (279.05) August 16,2004 Sale of M&T Bank 17,867.62 September 15,2004 Sale of J. P. Morgan & Co. (230.09) November 15, 2004 Sale of West Chester School District bond (391.00) December 1, 2004 Cash in lieu of shares in Neenah Paper 0.02 December 3, 2004 Royce Fund, Long-term capital gain distribution 1,787.70 December 3, 2004 Royce Fund, Short-term capital gain distribution 91.88 December 3, 2004 Legg Mason Spec. Invest. Tr., Long-term capital gain distribution 2,424.43 February 11,2005 Sale of BP, PLC 35.51 February 11, 2005 Sale of Neenah Paper 3.75 February 11, 2005 Sale of York County PA Hospital Authority Revenue Bond 159.08 February 11, 2005 Sale of Central Dauphin PA School District Bond 47.13 TOTAL NET GAIN (LOSS) ON SALE OR OTHER DISTRIBUIONS 22,161.56 INCOME RECEIVED 2002 Legg Mason Fund Vanguard Inter-Term Treasury Fund Vanguard Pa Tax-Exempt Investor Fund Vanguard Wellesley Income Fund Vanguard Long-term Corporate Fund Vanguard GNMA Fund AT &T Corp. BP, PLC Bell South Conagra Foods, Inc. Exxon Mobil FPL Group, Inc. Kimberly Clark M&T Bank Scana Corp Legg Mason Money Market Fund J. P. Morgan West Chester School District Central Dauphin School District York County 0.71 430.10 442.76 918.64 729.38 271.57 6.53 364.35 38.55 63.50 736.00 232.00 60.00 1,177.05 40.95 11.72 254.17 350.00 296.67 160.00 2003 Vanguard Inter-Term Treasury Fund Vanguard Pa Tax-Exempt Investor Fund Vanguard Wellesley Income Fund Vanguard Long-term Corporate Fund Vanguard GNMA Fund BP, PLC Bell South Conagra Foods, Inc. Exxon Mobil FPL Group, Inc. Kimberly Clark M&T Bank Scana Corp Legg Mason Money Market Fund J. P. Morgan West Chester School District Central Dauphin School District York County 414.11 481.07 878.27 784.98 269.93 395.53 56.84 66.83 784.00 240.00 88.00 1,345.20 57.12 7.59 254.17 350.00 296.67 160.00 2004 Vanguard Inter-Term Treasury Fund Vanguard Inter-Term Treasury Fund Vanguard Pa Tax-Exempt Investor Fund Vanguard Pa Tax-Exempt Investor Fund 109.38 144.91 122.51 165.24 Vanguard Wellesley Income Fund 393.70 Vanguard Long-term Corporate Fund 197.29 Vanguard Long-term Corporate Fund 260.02 Vanguard GNMA Fund 66.59 Vanguard GNMA Fund 83.85 Bp, PLC 104.70 Bell South 16.33 Conagra Foods, Inc. 17.33 Exxon Mobil 200.00 FPL Group, Inc. 62.00 Kimberly Clark 22.67 M&T Bank 14.49 Scana Corp 127.08 Legg Mason Money Market Fund 1.04 J. P. Morgan 94.23 West Chester School District 16.33 Central Dauphin School District 17.33 Exxon Mobil 216.00 FPL Group, Inc. 62.00 Kimberly Clark 53.33 Scana Corp 30.66 M&T Bank 896.80 Legg Mason Money Market Fund 3.08 West Chester School District 175.00 Central Dauphin School District 148.33 York County 80.00 August 1,2004 Bell South 17.64 August 2, 2004 Waypoint- Vanguard Income 555.21 August 5, 2004 Vanguard Inter-Term Treasury Fund 5.98 August 5, 2004 Vanguard Pa Tax-Exempt Investor Fund 6.89 August 5, 2004 Vanguard Long-term Corporate Fund 10.83 August 5, 2004 Vanguard GNMA Fund 3.64 August 5, 2004 Vanguard Inter-Term Treasury Fund 0.90 August 5,2004 Vanguard Pa Tax-Exempt Investor Fund 1.72 August 5, 2004 Vanguard Long-term Corporate Fund 4.15 August 5,2004 Vanguard GNMA Fund 0.62 August 27, 2004 Philip Coolidge 240.18 September 7,2004 Bp, PLC 101.44 September 10, 2004 Exxon Mobil 221.07 September 15,2004 FPL Group, Inc. 69.60 September 15,2004 J. P. Morgan 130.07 October 1, 2004 Scana Corp 15.69 October 4, 2004 Kimberly Clark 27.29 November 15, 2004 West Chester School District 179.11 December 1,2004 Central Dauphin School District 151.82 December 1,2004 York County 81.88 December 6, 2004 Bp, PLC 102.11 December 10, 2004 Exxon Mobil 222.53 December 15, 2004 FPL Group, Inc. 70.06 December 31, 2004 Legg Mason Money Market Fund 19.10 Legg Mason Money Market Fund 37.69 Conagra Foods, Inc. 36.33 2005 January 3, 2005 Scana Corp 15.79 January 4, 2005 Kimberly Clark 27.47 January 31, 2005 Legg Mason Money Market Fund 20.20 February 11,2005 Central Dauphin School District 59.43 February 11, 2005 York County 32.05 February 28, 2005 Legg Mason Money Market Fund 13.17 March 1, 2005 Conagra Foods, Inc. 18.72 March 2, 2005 Neenah Paper 0.21 March 10, 2005 Exxon Mobil 222.53 March 31, 2005 Legg Mason Money Market Fund 0.25 April 30, 2005 Legg Mason Money Market Fund 0.71 May 31, 2005 Legg Mason Money Market Fund 1.23 June 30, 2005 Legg Mason Money Market Fund 1.51 July 28, 2005 Legg Mason Money Market Fund 1.44 August 31, 2005 Legg Mason Money Market Fund 0.69 September 30, 2005 Legg Mason Money Market Fund 0.08 TOTAL INCOME RECEIVED 20,146.21 DISBURSEMENTS 2002 Foreign Tax witheld 36.29 2003 Foreign Tax witheld 39.55 2004 Foreign Tax witheld 10.47 Wire fees, 2004 6.67 August 16,2004 Philip Coolidge, Trustee Fee 5,000.00 August 16,2004 Thomas Coolidge, Trustee Fee 5,000.00 Wire fees, 2005 6.87 April 11, 2005 Boyer and Ritter, accounting fees 154.53 April 15, 2005 U.S. Treasury 2,461.22 April 15, 2005 Pennsylvania Department of Revenue 543.27 August 11, 2005 Boyer and Ritter, accounting fees 672.40 December 31, 2005 Thomas Coolidge, Trustee Fee 1,717.05 December 31, 2005 Philip Coolidge, Trustee Fee 1,717.05 TOTAL DISBURSEMENTS 17,365.37 DISTRIBUTIONS 2002 Distributions to Eleanor U. Coolidge from Legg Mason Account 2002 Distributions to Eleanor U. Coolidge from Vanguard Account 2003 Distributions to Eleanor U. Coolidge from Legg Mason Account 2003 Distributions to Eleanor U. Coolidge from Vanguard Account 2004 Distributions to Eleanor U. Coolidge from Legg Mason Account 2004 Distributions to Eleanor U. Coolidge from Vanguard Account 2004 Distributions to Julia Stolze from Legg Mason Account Total Distributions 3,410.25 2,792.45 4,054.81 2,828.36 890.44 889.47 1,793.11 16,658.89 RECAPITULATION TOTAL PRINCIPAL RECEIVED TOTAL INCOME RECEIVED NET GAIN (LOSS) ON SALES OR OTHER DISTRIBUTIONS TOTAL DISBURSEMENTS TOTAL DISTRIBUTIONS BALANCE HELD IN TRUST 231,679.27 20,146.21 22,161.56 17,365.37 16,658.89 239,962.78 ASSETS HELD IN TRUST BP, PLC Sponsored ADR, 237 shares Conagra Foods, Inc., 72 shares Exxon Mobil Corp., 824 shares FPL Group, Inc., 103 shares Kimberly-Clark Corp., 72 shares Scana Corp., 43 shares Legg Mason Opp. Trust, 1226.709 shares Legg Mason Value Trust, 1439.821 shares Legg Mason Spec. Invest. Trust, 813.671 shares Royce Fund, Pa Mutual Fund, 3781.343 shares Legg Mason Money Market Fund, $14,335.93 COMMONWEALTH OF PENNSYLVANIA SS.: COUNTY OF CUMBERALND Before me, the undersigned officer: personally appeared Thomas E. Coolidge and Philip Coolidge Thomas E. Coolidge and Philip Coolidge Trustees, who, being duly sworn according to law, desposes and says that the foregoing First and Final Account and Proposed Schedule are true and correct to the best of his knowledge, information and belief. dfUf\"'-"'" Fe G,- 'l{, ~~ . Thomas E. Coolidge Phf~ger~ Sworn to and subscribed before me /,+l.,.. this day of ~ J J}OO (P ~tl-ofw NOTARIAL SEAL TRISHA A. UESS. NOTARY PUBLIC BOROUGH OF CARUSLE. CUMBERLAND CO.. PA MY C~SSION EXPIRES MAY 20. 2006 TRUST COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA , ORPHANS' COURT DIVISION NAME OF TRUST (TRUST UNDER WILL OF WARREN F. COOLIDGE F .B.O. JULIA E. STOLZ, ET ALIA or TRUST UNDER DEED OF DATED ) C) (-;0 <, =:0 'U,C'_n ,.---; ......,---::- r---,) :=-:.1 c::;.? N 21-01-0684 o. ----" ::;:/J r....,;! c/) G') PETITION FOR ADJUDICATION / STATEMENT OF PROPOSED DISTRIBUTION PURSUANT TO Pa. O.C. Rule 6.9 :~) " ""TI C,,,,,) r,") .::- This form may be used in all cases involving the Audit of Trust Accounts. If space is insufficient, riders may be attached INCLUDE ATTACHMENTS AT THE BACK OF THIS FORM. Name of Counsel: Robert G. Frey Supreme Court 1.D. No.: 46397 Name of Law Firm: Frey & Tiley Address: 5 South Hanover Street, Carlisle, PA 17013 Telephone: 717-243-5838 Fax: 717-243-6441 Form OC-02 rev 10.13.06 Page 1 of 10 Name of Trust: Warren F. Coolidge Trust f.b.o. Julia E. Stolz, et ale 1. Name(s) and addressees) ofPetitioner(s): Petitioner: Petitioner: Name: Philip W. Coolidge Thomas.::: E. Coolidge Address: 122 Log Cabin Road 265 Mooreland Avenue Newville, PA 17241 Carlisle, PA 17013 2. Check if any of the following issues are involved in this case: A. Appointment of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. ~ B. Interpretation ................................................... [] C. Discharge of Trustee ............................................. ~ D. Transfer of Situs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. [] E. Appointment of Ad Litem . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. ~ F. Minor, Unborn or Unascertained Beneficiary(ies) ...................... ~ G. Principal Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. [] H. Partial/Full Termination of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. [] I. Missing Beneficiary(ies) .......................................... [] J. Cy Pres. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. [] K. Williamson Issue* ............................................... [] L. Other Issues .................................................... [] List: All of the above issues have been adiudicated previously by the Court at oaral!raoh 13. The onlv remaininl! issue is the confirmation of the Account. Please note: A detailed explanation of issues checked should be set forth at item 13 below. * See Williamson Estate, 368 Pa. 343, 82 A.2d 49 (1951), if Trustee was also Executor of the settlor/decedent's estate and received commissions in such capacity. Form DC-02 rev 10.13.06 Page 2 of 10 Name of Trust: Warren F. Coolidge Trust f .boO. Julia E. Stolz, et ale 3. Testamenta" Trust: Decedent's date of death: July 14,2001 Date of Decedent's Will: September 1, 1998 Date(s) ofCodicil(s): N/A Date of probate: July 23, 2001 or Intel' Vivos Trust: Date of Trust: Date(s) of Amendment(s): 4. A. If any other Court has taken jurisdiction of any matter relating to this Trust, explain: B. Identify all prior accountings and provide dates of adjudication. First and Final Account in the Estate of Warren F. Coolidge dated May 17, 2002. 5. A. State how each Trustee was appointed: Each trustee was appointed by paragraph 6 of Last Will and Testament. Eleanor U. Coolidge, now deceased, was also appointed as trustee by paragraph 6. B. If a Petitioner is not a Trustee, explain: Form DC-02 rev 10.13.06 Page 3 of 10 Warren F. Coolidge Trust f .b.o. Julia E.STolz, et ale Name of Trust: 6. State how and when the present fund was awarded to Trustee(s): Funds were distributed to Trustees from the Estate of Warren F. Coolidge, as accounted on the First and Final Account in the Estate of Warren F. Coolidge. Upon the death of Eleanor U. Coolidge, 1/3 of the balance was transfered to separate trust f.bo. Julia Stolz. 7. Period covered by accounting: January 15,2002 to December 31, 2005 8. Current fair market value of the Trust principal is $ 239,962.78 10 of Account.) . (See page 9. State concisely the dispositive provisions of the Trust: Paragraph 3(c) of Will. Income from trust is payable to Julia E. Stolz. Principal may be expended for education of children of Julia Stolz. Upon death of Julia Stolz, income is payable to children of Julia Stolz with 1/3 principal distribution at age 25, 1/2 at age 30, and balance of principal at age 35. 10. Explain the reason for filing this Account (if filed because of the death of a party, state name of person, relationship to Trust and date of death): Account was filed contemporaneously with request for resignation of trustees and appointement of successor trustee. Form DC-02 rev 10.13.06 Page 4 of 10 Warren F. Coolidge Trust f.b.o. Julia E. Stolz, et ale Name of Trust: 11. State why a Petition for GuardianlTrustee Ad Litem has or has not been filed for this Audit (see Pa. a.c. Rule 12.4): Patricia Brown was appointed Guardian ad litem for Joseph Stolz, minor child of Julia Stolz at time of the initial filing of the First and Final Account and the filing of the Petition for removal of trustees and appointment of successor trustee. 12. A. State the amount of Pennsylvania Transfer Inheritance Tax and Pennsylvania Estate Tax paid (including postponed tax on remainder interests), the dates of payment and the interests upon which such amounts were paid: Date Payment Interest N/A B. If any such taxes remain unpaid or are in dispute, explain: N/A 13. Describe any questions requiring Adjudication and state the position ofPetitioner(s) and give details of any issues identified in item 2: Exceptions were filed to the initial filing of the First and Final Account. Errors in that filing have been corrected in the Amended Account filed herewith and those exceptions are to be withdrawn. An order was entered authorizing the withdrawal of Petitioners as trustees and the appointment of Julia Stolz as successor trustee. No other issues are knnown to be pending other than the confirmation of the Account. Form DC-02 rev 10.13.06 Page 5 of 10 Name of Trust: Warren F. Coolidge Trust f .boO. Julia E. Stolz, et al. 14. Written notice of the Audit as required by Pa. a.c. Rules 6.3, 6.7 and 6.8 has been or will be given to all parties in interest listed in item 15 below. In addition, notice of any questions requiring Adjudication as discussed in item 13 above has been or will be given to all persons affected thereby. A. If Notice has been given, attach a copy of the Notice as well as a list of the names and addresses of the parties receiving such notice. B. If Notice is yet to be given, a copy of the Notice as well as a list of the names and addresses of the parties receiving such Notice shall be submitted at the Audit together with a statement executed by Petitioner(s) or counsel certifying that such Notice has been given. C. If any such party in interest is not sui juris (e.g., minors or incapacitated persons), Notice of the Audit has been or will be given to the appropriate representative on such party's behalf as required by Pa. a.c. Rule 5.2. D. If any charitable interest is involved, Notice of the Audit has been or will also be given to the Attorney General as required under Pa. a.c. Rule 5.5. In addition, the Attorney General's clearance certificate (or proof of service of Notice and a copy of such Notice) must be submitted herewith or at the Audit. 15. List all parties of whom Petitioner(s) has/have notice or knowledge, having or claiming any interest in the Trust, whether such interest is vested or contingent, charitable or non-charitable. This list shall: A. State each party's relationship to the Settlor/Decedent and the nature of each party's interest( s); Name and Address of Each Party in Interest Relationship and Comments, if any Interest Julia Stolz c/o R. Mark Thomas, Esq. 101 South Market Street Mechanicsburg, PA 17055 Income Beneficiary R. Mark Thomas is attorney of record Income Beneficiary Joseph Stolz c/o Patricia Brown, Esquire 354 Alexander Spring Road Carlisle, PA 17013 Remainder beneficiary Patricia Brown was appointed Guardian ad litem in this matter Remainder Beneficiary Form OC-02 rev /0./3.06 Page 6 of 10 Name of Trust: Warren F. Coolidge Trust f .boO. Julia E. Stolz, et ale Name and Address of Each Partv in Interest RelationshiD and Comments, if anv Interest B. Identify each party who is not sui juris (e.g., minors or incapacitated persons). For each such party, give date of birth, the name of each Guardian and how each Guardian was appointed. If no Guardian has been appointed, identify the next of kin of such party, giving the name, address and relationship of each; and Joseph Stolz is a minor. Patricia Brown, Esquire has been appointed guardian ad litem. C. If distribution is to be made to the personal representative of a deceased party, state date of death, date and place of grant of Letters and type of Letters granted. 16. IfPetitioner(s) has/have knowledge that a Trust share has been assigned or attached, provide a copy of the assignment or attachment, together with any relevant supporting documentation. 17. If a trustee's principal commission is claimed: A. If based on a written agreement, attach a copy thereof. Form DC-02 rev 10.13.06 Page 7 of 10 Name of Trust: Warren F. Coolidge Trust f .boO. Julia E. Stolz, et ale B. If a principal commission is claimed, state amount. $6,717.05 for Philip W. Coolidge; $6,717.05 for Thomas E. Coolidge C. If a principal commission is claimed, state the amounts and dates of any principal commissions previously paid in prior accounting periods. Amount Date Paid 5,000 August 16, 2004 5,000 August 16,2004 December 31, 2005 1,717.05 December 31, 2005 18. If a reserve is requested, state amount and purpose. Amount: N/A Purpose: If a reserve is requested for counsel fees, has notice of the amount of fees to be paid from the reserve been given to the . .. ? ~Y partIes m mterest. ........................................ L.I es DNo If so, attach a copy of the notice. 19. Is the Court being asked to direct the filing ofa Schedule of Distribution? .......................... DYes E1No Form OC-02 rev 10.13.06 Page 8 of 10 Name of Trust: Warren F. Coolidge Trust f.boO. Julia E. Stolz, et al. Wherefore, your Petitioner(s) ask(s) that distribution be awarded to the parties entitled and suggest(s) that the distributive shares of income and principal (residuary shares being stated in proportions, not amounts) are as follows: A. Income: Proposed Distributee(s) Amount/Proportion B. Principal: Proposed Distributee(s) Amount/Proportion Submitted By: (All petitioners must sign. Add additional lines ifnecessary): Name of Petitioner: Philip W. Coolidge Name of Petitioner: Thomas E. Coolidge Form DC-02 rev 10.13.06 Page 9 of 10 Name of Trust: Warren F. Coolidge 1i'ust f.boO. Julia E. Stolz, et aI. Wherefore, your Petitioner(s} ask(s) that distribution be awarded to the parties entitled and suggest(s) that the distributive shares of income and principal (residuary shares being stated in proportions, not amounts) are as follows: A. Income: Proposed Distributee(s} Amount/Proporlion B. Principal: Proposed Dtsrributee(s} Amount/Proportlon Submitted By: (AU petitioners must sign. Add additional lines ifnecessary): . ~ \~d~ Name of Petitioner: Phi ip W. Coolid ~ CC:~~ Name of Petit lOner: Thomas E. Coolidge Form DC-02 rev 10./3.06 Page 9 of 10 Name of Trust: W~rrpn F r.nnlingp Trm::t f h.n. .JUliA F.. ~tnl'7., pt Al. Verification of Petitioner (Verification must be by at least one petitioner.) The undersigned hereby verifies * [that he/she IS title of the above-named name of corporation and] that the facts set forth in the foregoing Petition for Adjudication / Statement of Proposed Distribution which are within the personal knowledge of the Petitioner are true, and as to facts based on the information of others, the Petitioner, after diligent inquiry, believes them to be true; and that any false statements herein are made subject to the penalties of 18 Pa. C.S. ~ 4904 (relating to unsworn falsification to authorities). ~~ Signature of Pe itioner * Corporate petitioners must complete bracketed information. Certification of Counsel The undersigned counsel hereby certifies that the foregoing Petition for Adjudication / Statement of Proposed Distribution is a true and accurate reproduction ofthe form Petition authorized by the Supreme Court, and that no changes to the form have been made beyond the responses herein. ~.-J - Form OC-02 rev 10.13.06 Page 10 of 10 COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNYSL VANIA ORPHANS' COURT DIVISION Docket No: 21-2001-0684 IN RE: AMENDED FIRST AND PARTIAL ACCOUNT OF THOMAS E. COOLIDGE AND PHILIP COOLIDGE, TRUSTEES FOR WARREN F. COOLIDGE TRUST FOR BENEFIT OF JULIA COOLIDGE STOLZ CREATED UNDER WILL OF WARREN F. COOLIDGE. AND PETITION FOR ADJUDICATION/STATEMENT OF PROPOSED DISTRIBUTION ORDER OF COURT AN NOW, this 24th day of April, 2007, the herein account is confirmed absolutely and distribution is decreed in accordance with the proposed schedule of distribution herewith. ('-) en ,:"j () .~ In re: : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA Trust Under Will of Warren F. Coolidge for benefit of Thomas E. Coolidge, Devyn L. Coolidge, et al. : ORPHANS' COURT DIVISION : 21-01-684 ,..." c;::) .:=:) --' o f'1 CJ PETITION FOR REFORMATION OF TRUST TO THE HONORABLE, THE JUDGES OF SAID COURT: N 1. Petitioners are Philip W. Coolidge, 950 Walnut Bottom Road, No. 15243,0 Carlisle, Cumberland County, Pennsylvania, and Thomas E. Coolidge, 265 Mooreland Avenue, Carlisle, Cumberland County, Pennsylvania. Petitioners file this Petition in their individual capacities and as trustees of the Trust Under Will of Warren F. Coolidge for benefit of Thomas E. Coolidge, Devyn L. Coolidge, et al. 2. Warren F. Coolidge died on July 14, 2001, leaving his Last Will and Testament duly probated in the Office of the Register of Wills of Cumberland County to file number 21-01- 684. By said probated Will, the late Warren F. Coolidge directed as follows: 3. All of the rest, residue and remainder of my estate, real, personal and mixed, and wheresoever the same may be situate, I give, devise, and bequeath to my hereinafter named Trustees, in trust, to receive and to invest the same, with a view to selecting such investments which will tend to preserve the purchasing power of the corpus consistent with prudent management and such that the corpus as a whole will yield a reasonable annual income consistent with then prevailing investment conditions, and to pay the income arising therefrom at least semi-annually but at more convenient intervals if possible, to or for the benefit of my wife, Eleanor U. Coolidge, so long as she shall live, and at her death the corpus thereof as then constituted shall be divided into three (3) equal shares as follows: a) One (1) share for the benefit of my son, Philip W. Coolidge, the income from which shall be paid to him semi-annually until his oldest child shall attain 18 years of age, at which time the Trust shall be divided into equal shares for each of his then living children and the income from all of such shares shall continue to be paid to him so long as he shall live, except that from the principal of the share of any such child of his the Trustees or surviving Trustee may expend from principal whatever amount or amounts the Trustees or Trustee shall deem reasonable or desirable to be expended for the proper education of such child of Philip W. Coolidge, provided the then living parents of such child shall request and approve such distribution from principal, and upon the death of my son, Philip W. Coolidge, the Trust shall terminate and the amounts then held for the benefit of each of his children shall be paid as follows: The income shall be paid semi-annually to the person entitled to the principal thereof and one-third (1/3) of the principal thereof as then constituted shall be paid to the income beneficiary upon that beneficiary attaining 25 years of age, and upon that beneficiary attaining 30 years of age one-half (1/2) of the corpus of that beneficiary's share as then .t:"" :::0 -':"1 ;-n ,0'nO G~} ,:::> i-;) =0 _.-;0 ri'l en ::.cJ CJ l.:) 0 -,.; -fl ..,., n _ 111 r' c.? c> '-t, -0 :r; - .. constituted shall be paid to that beneficiary, and upon the beneficiary attaining 35 years of age the balance of the corpus of that beneficiary's share shall be distributed but in the event any child of Philip W. Coolidge for whom an allocation of principal has been made should become deceased then the share to which such deceased child would have been entitled to receive shall be immediately paid to or for the benefit of the issue of that child, per stirpes, and if there be no such issue then to the representative of the estate of that child for distribution in accordance with that child's will, if any, otherwise to the person or persons entitled to receive the same under the intestate law of the jurisdiction in which that person was domiciled at the time of his or her death. b) One (1) share for the benefit of my son, Thomas E. Coolidge, the income from which shall be paid to him semi-annually until his oldest child shall attain 18 years of age, at which time the Trust shall be divided into equal shares for each of his then living children and the income from all of such shares shall continue to be paid to him so long as he shall live, except that from the principal of the share of any such child of his the Trustees or surviving Trustee may expend from principal whatever amount or amounts the Trustees or Trustee shall deem reasonable or desirable to be expended for the proper education of such child of Thomas E. Coolidge, provided the then living parents of such child shall request and approve such distribution from principal, and upon the death of my son, Thomas E. Coolidge, the Trust shall terminate and the amounts then held for the benefit of each of his children shall be paid as follows: The income shall be paid semi-annually to the person entitled to the principal thereof and one-third (113) of the principal thereof as then constituted shall be paid to the income beneficiary upon that beneficiary attaining 25 years of age, and upon that beneficiary attaining 30 years of age one-half (112) of the corpus of that beneficiary's share as then constituted shall be paid to that beneficiary, and upon the beneficiary attaining 35 years of age the balance of the corpus of that beneficiary's share shall be distributed but in the event any child of Thomas E. Coolidge for whom an allocation of principal has been made should become deceased then the share to which such deceased child would have been entitled to receive shall be immediately paid to or for the benefit of the issue of that child, per stirpes, and if there be no such issue then to the representative of the estate of that child for distribution in accordance with that child's will, if any, otherwise to the person or persons entitled to receive the same under the intestate law of the jurisdiction in which that person was domiciled at the time of his or her death. c) One (1) share for the benefit of my daughter, Julia E. Stolz, the income from which shall be paid to her semi-annually until her oldest child shall attain 18 years of age, at which time the Trust shall be divided into equal shares for each of her then living children and the income from all of such shares shall continue to be paid to her so long as she shall live, except that from the principal of the share of any such child of hers the Trustees or surviving Trustee may expend from principal whatever amount or amounts the Trustees or Trustee shall deem reasonable or desirable to be expended for the proper education of such child of Julia E. Stolz provided the then living parents of such child shall request and approve such distribution from principal, and upon the death of my daughter, Julia E. Stolz, the Trust shall terminate and the amounts then held for the benefit of each of her children shall be paid as follows: The income shall be paid semi-annually to the person entitled to the principal thereof and one-third (113) of the principal thereof as then constituted shall be paid to the income beneficiary upon that beneficiary attaining 25 years of age, and upon that beneficiary attaining 30 years of age one-half (112) of the corpus of that beneficiary's share as then constituted shall be paid to that beneficiary, and upon the beneficiary attaining 35 years of age the balance of the corpus of that beneficiary's share shall be distributed but in the event any child of Julia E. Stolz for whom an allocation of principal has been made should become deceased then the share to which such deceased child would have been entitled to receive shall be immediately paid to or for the benefit of the issue of that child, per stirpes, and if there be no such issue then to the representative of the estate of that child for distribution in accordance with that child's will, if any, otherwise to the person or persons entitled to receive the same under the intestate law of the jurisdiction in which that person was domiciled at the time of his or her death, but should she not be the mother of any living child at the time she becomes entitled to receive the income from the share allocated for her, then she shall be immediately entitled to distribution of the principal of her share as follows: One third (113) of the corpus thereof as then constituted at the time she attains 25 years of age, one-half (112) of the remaining corpus thereof at the time she attains 30 years of age, and the remaining portion of the corpus at the time she attains 35 years of age, but should any child be born to her after she became entitled to receive the income and before the entire corpus had been distributed to her, then that child or children shall be entitled to receive the income and eventually the principal on that portion or portions of the corpus of the share of Julia E. Stolz which has not been distributed to her, as hereinbefore set forth. d) No title in the trust hereby created, or in the income accruing therefrom, or in its accumulation, or in any share or shares thereof into which it may from time to time be divided, shall vest in any beneficiary and no beneficiary shall have the right or power to transfer, sign, anticipate, or encumber his or her interest in said Trust, or the income therefrom, prior to the actual distribution thereof by the Trustees or Trustee to such beneficiary. Further, neither the income nor the principal of said Trust shall be liable in any manner, in the possession of the Trustee, for the debts, contracts, or engagements of any of the beneficiaries. A true and correct copy of said Last Will and Testament is attached hereto and incorporated herein by reference as Exhibit "A". 3. Pursuant to said terms of the Last Will and Testament of Warren F. Coolidge, a first and final account in the estate was filed and the residue of the estate was distributed to Eleanor U. Coolidge, Philip W. Coolidge and Thomas E. Coolidge as trustees. 4. The said Eleanor U. Coolidge died on March 24, 2004. Since that time Petitioners have served as remaining trustees and as trustees have managed the funds in the trust. After the death of Eleanor U. Coolidge, because the Will created a number of distinct trust beneficiaries, each to be treated separately from all other beneficiaries, Petitioners have managed separate trusts for each beneficiary or class of beneficiaries. Because of such distinct treatment, Petitioners currently manage distinct and separate trusts for each. 5. One of the trusts managed by Petitioners is a trust for the benefit of Thomas E. Coolidge, Devyn L. Coolidge, and, in certain circumstances, her issue. 6. The said Thomas E. Coolidge is one of the Petitioners herein. 7. The names of all persons having any interest, vested or contingent, in the trust estate are as follows: Thomas E. Coolidge 265 Mooreland A venue Carlisle, Pennsylvania 17013 Devyn L. Coolidge 265 Mooreland A venue Carlisle, Pennsylvania 17013 8. Petitioners are also the trustees of a trust with identical beneficiaries and nearly identical provisions created under the Last Will and Testament of Eleanor U. Coolidge, which Will has been probated in the Office of the Register of Wills of Cumberland County to file number 21-04-301. 9. To accommodate the future management of the trust, Petitioners believe that it would be advisable for the Court to reform the trust to grant to the trustees the explicit power to appoint co-trustees or successor trustees without approval of the court. There is nothing in the Will which would make the grant of this explicit power inconsistent with the intent of the Grantor. 10. To further accommodate the future management of the trust, Petitioners believe that it would be advisable to (i) appoint co-trustees or successor trustees without approval of the court; (ii) designate for federal income tax purposes the portion, if any, of the capital gains realized by the trust during a fiscal year which is to be treated as principal to be retained as part of the corpus of the trust; and (iii) disburse from time to time to the income beneficiary of the trust or to the spouse of such income beneficiary, but only upon receipt of a written request from such income beneficiary or the spouse of such income beneficiary requesting such disbursement as being necessary for the health, maintenance and welfare of such beneficiary or the spouse or immediate family of such income beneficiary, cash in the amount requested provided, however, that such amount shall not exceed the difference between (a) the aggregate amount of all income and realized capital gains of the trust from the commencement of operations of the trust to the date of disbursement, and (b) the aggregate amount of all previous disbursements of income and realized capital gains to such income beneficiary during such period of time. Said reformation would thereby make the provisions of the within trust identical in all practical effects to the respective trust created under the Last Will and Testament of Eleanor U. Coolidge, as such trust is currently proposed to be reformed. 11. To further accommodate the future management of the trust, Petitioners believe that it would be advisable for the Court to reform the trust to authorize them to manage the within trust with the respective trust created under the Last Will and Testament of Eleanor U. Coolidge as one trust with identical beneficiaries, thereby decreasing costs and increasing efficiencies of administration. 12. Section 7740.8(a) of the Pennsylvania Uniform Trusts Act authorizes the combination of trusts with substantially similar provisions, 20 Pa.C.S.A. ~7740.8(a). 13. To further accommodate the future management of the trust, Petitioners believe that it would be advisable for the Court to reform the trust to authorize the trustees, in their discretion, to split the trustee fees between income and principal. 14. Section 7740.1 of the Pennsylvania Uniform Trusts Act authorizes the modification of noncharitable irrevocable trust with court approval where all beneficiaries are in agreement and where the court determines that the modification is not inconsistent with a material purpose of the trust" 20 Pa.C.S.A. ~7740.1(b). 15. The said Devyn L. Coolidge, the other living beneficiary of the Trust joins in the signing of this Petition to confirm her consent to the requested reformation. 16. The requested modifications do not change the purposes of the trust but are for the purpose of providing greater ease of management of the trust and greater flexibility in investing for the beneficiaries. WHEREFORE, Petitioners respectfully request that your Honorable Court reform the trust as follows: 1. To authorize said trustees to name co-trustees or successor trustees without further approval of the Orphans' Court. 2. To authorize the trustees to (i) appoint co-trustees or successor trustees without approval of the court; (ii) designate for federal income tax purposes the portion, if any, of the capital gains realized by the trust during a fiscal year which is to be treated as principal to be retained as part of the corpus of the trust; and (iii) disburse from time to time to the income beneficiary of the trust or to the spouse of such income beneficiary, but only upon receipt of a written request from such income beneficiary or the spouse of such income beneficiary requesting such disbursement as being necessary for the health, maintenance and welfare of such beneficiary or the spouse or immediate family of such income beneficiary, cash in the amount requested provided, however, that such amount shall not exceed the difference between (a) the aggregate amount of all income and realized capital gains of the trust from the commencement of operations of the trust to the date of disbursement, and (b) the aggregate amount of all previous disbursements of income and realized capital gains to such income beneficiary during such period of time. 3. To authorize the trustees to manage the within trust with the trust created under the Last Will and Testament of Eleanor U. Coolidge as one trust with identical beneficiaries. 4. To authorize the trustees, in their discretion, to split the trustee fees between income and principal. Respectfully submitted, Frey & Tiley, Attorneys for Petitioners By: \\~ Robert G. Frey, Esquire Supreme Court Number 46 97 5 South Hanover Street Carlisle, Pennsylvania 17013 (717) 243-5838 The undersigned, Devyn L. Coolidge, being an adult individual and beneficiary of the trust created under the Last Will and Testament of Warren F. Coolidge, does hereby join in the within Petition to confirm her consent to the requested reformation of the trust. AS-D/1!t ~ J. ~ Devyn U. Coolidge We verify that the statements made herein are true and correct and understand that false statements herein are made subject to the penalties of 18 Pa. C. S. A. S 4904 relating to unsworn falsification to authorities. Dated: ,2006 p~.fo~ ~ c;- G-o{;.. cJ~ Thomas E. Coolidge LAST WILL AND TESTAMENT OF WARREN F. COOLIDGE I, WARREN F. COOLIDGE, of 365 Walnut Street in the Borough of Carlisle, Cumberland County, Pennsylvania, being of sound and disposing mind, memory and understanding, do hereby make, publish and declare this as and for my Last Will and Testament, hereby revoking and making void any and all Wills by me at any time heretofore made. 1. I direct my hereinafter named Executrix or Executor to pay all of my just debts and funeral expenses as soon after my death as may be found convenient to do so. 2. All of the furniture and household goods and furnishings located in the house occupied by my wife and me are owned jointly by us as tenants by the entirety. I give and bequeath to my wife, Eleanor U. Coolidge, all of my clothing and personal affects and all of my other articles of personal use and adornment. and all of my automobiles, provided she shall survive me by a period of ninety (90) days. Should she fail to so survive me, then I give, devise and bequeath the same to such of my three (3) children as shall survive me by a period of ninety (90) days, to be divided among them as my Executor shall determine. My three (3) children are Philip W. Coolidge, Thomas E. Coolidge, and Julia E. Stolz. 3. All of the rest, ~esidrie and reril8ind~r o.f my estate, real, personal and mixed, and wheresoever the same may be situate, I give, devise, and _beque~th to my hereinafter named Trustees, in trust, to receive and to invest the same, with a -view to selecting such investments which will tend to preserve the purchasing power of the corpus consistent with prudent management and such that the corpus as a whole will yield a reasonable annual;income consistent with then prevailing investment conditions, and to pay the income arising therefrom at least semi- annually but at more convenient intervals if possible, to or for the benefit of my wife, Eleanor U. Coolidge, so long as she shall live, and at her death the corpus thereof as then constituted shall be divided into three (3) equal shares as follows; . a) One (1) share for the benefit of my son, Philip W. .Coolidge, the income from which shall be paid to him semi-annually until his oldest child shall attain 18 years of age, at which time the Trust shall be divided into equal shares for each of his then living children and the income from all of such shares shall continue to be paid to him so long as he shall live, except that from the principal of the share of any such child of his the Trustees or surviving Trustee may expend from principal whatever amount or amounts the Trustees or Trustee shall deem reasonable or desirable to be expended for the proper education of such child of Philip W. Coolidge, provided the then living parents of such child shall request and approve such distribution from principal, and upon the death of my son, Philip W. Coolidge, the Trust shall terminate and the amounts then held for the benefit of each of his children shall be paid as follows: The income shall be paid semi- annually to the person entitled to the principal thereof and one-third (113) of the principal thereof as then constituted shall be paid to.the income beneficiazy upon that beneficiary attaining 25 years of age, and upon that beneficiary attaining 30 years of age one-half (112) of the corpus of that beneficiary's share as then constituted shall be paid to that beneficiary, and upon the beneficiary attaining 35 years of age the balance of the corpus of that beneficiary's share shall be distributed but in the event any child of Philip W. Coolidge for whom an allocation of principal has been made should become deceased then the share to which such deceased child would have been entitled to receive shall be immediately paid to or for the benefit of the issue of that child, per stirpes, and if there be no such issue then to the representative of. the estate of that child for distribution in accordance with that child's will, if any, otherwise to the person or persons entitled to receive the same under the intestate law of the jurisdiction in which that person was domiciled at the time of his or her death. b) One (1) share for the benefit of my son, Thomas E. Coolidge, the income from which shall be paid to him semi-annually until his oldest child shall attain 18 years of age, at which time the Trust shall be divided into equal shares for each of his then living children and the income. from all of such shares shall continue to be paid to him so long as he shall live, except that from the principal of the share of any such child of his the Trustees or surviving Trustee may expend from principal whatever amount or amounts the Trustees or Trustee shall deem reasonable or desirable to be expended for the- proper education of such child of Thomas E. Coolidge, provided the then living parents of such child shall request and approve such distribution from principal, and upon the death of my son, Thomas E. Coolidge, the Trust shall terminate and the amounts then held for the benefit of each of his children shall be paid as follows: The income shall be paid semi-annually to the person entitled to the principal thereof and one-third (113) of the principal thereof as then constituted sha11 be paid to the income beneficiazy upon that beneficiary attaining 25 years of age, and upon that beneficiary attaining 30 years of age one-half (112) of the corpus of that beneficiary's share as then constituted shall be paid to that beneficiary, and upon the Page 1 of 4 Pages ~^ft~?). (U~(L_ beneficiary attaining 35 years of age the balance of the corpus of that beneficiary's share shall be distributed but in the event any child of Thomas E. Coolidge for whom an allocation of principal has been made should become deceased then the share to which such deceased child would have been entitled to receive shall be immediately paid to or for the benefit of the issue of that child, per stirpes, and if there be no such issue then to the representative of the estate of that child for distribution in accordance with that child's will, if any, otherwise to the person or persons entitled to receive the same under the intestate law of the jurisdiction in which that person was domiciled at the time of his or her death. c) One (1) share for the benefit of my daughter, Julia E. Stolz, the income from which shall be paid to her semi-annually until her oldest child shall attain 18 years of age, at which time the Trust shall be divided into equal shares for each of her then living children and the income from all of such shares shall continue to be paid to her so long as she shallli ve, except that from the principal of the share of any such child of hers the Trustees or surviving Trustee may expend from principal whatever amount or amounts the Trustees or Trustee shall deem reasonable or desirable to be expended for the proper education of such child of Julia E. Stolz provided the then living parents of such child shall request and approve such distribution from principal, and upon the death of my daughter, Julia. E. Stolz, the Trust shall terminate and the amounts then held for the benefit of each of her children shall be paid as follows: The income shall be paid semi- annually to the person entitled to the pri~cipal thereof and on~-third (113) of the principal thereof as then constituted shall be paid to the income beneficiary upon that beneficiary attaining 25 years of age, and upon that beneficiary .attaining30 years of age one-half (112) of the corpus of that beneficiary's share. as then .constitutedsllall be paid ..to that beneficiary,' and upon the beneficiary attaining 35 years of age the balance of the corpus of that beneficiary's share shall be distributed but in the event any child of Julia E. Stolz for whom an allocation of principal has been made should become deceased then the share to which such deceased childwould have been entitled to receive shall be immediately paip. to or for the benefit of the issue of that child, per stirpes, and if there be no such issue then to the representative of the estate of that child for distribution in accordance with that child's will, if any, otherwise to the person or persons entitled to receive the same under the intestate law of the jurisdiction in which that person was domiciled at the time of his or her death, but should she not be the mother of any living child at the time she becomes entitled to receive the income from the share allocated for her, then she shall be immMlilltp.ly entitled to distribution of the principal of her share as follows: One third (113) of the corpus thereof as then constituted at the time she attains 25 years of age, one-half (1/2) of the remaining corpus thereof at the time she attains 30 years of age, and the remaining portion of the corpus at the time she attains 35 years of age, but should any child be born to her after she became entitled to receive the income and before the entire corpus had been distributed to her, then that child or children shall be entitled to receive the income and eventually the principal on that portion or portions of the corpus of the share of Julia E. 'Stolz which has not been distributed to her, as hereinbefore set forth. d) No title in the trust hereby created, or in the income accruing therefrom, or in its accumulation, or in any share or shares thereof into which it may from time to time be divided, shall vest in any beneficiary and no beneficiary shall have the right" or power to transfer, sign, anticipate, or encumber his or he:r interest in said Trust, or the income therefrom, prior to the .actual distribution thereof by the Trustees or Trustee to such beneficiary. Further, neither the income nor the principal of said Trust shall be liable in any manner. in the possession of the Trustee, for the debts, contracts, or engagements of any of the beneficiaries. 4. I direct my Executrix or Executor to payout of the property which would otherwise become a part of the residuary trust, hereinabove established, all estate, inheritance, transfer and succession taxes. including interest and penalties thereon. which may be lawfully assessed by reason of my death. I hereby waive on behalf of my estate any right to recover any part of such taxes, interest or penalties from .any person, including any beneficiary of insurance on my life and . anyone who may have received from me or from my estate any property which is taxable as a part of my estate. 5. In addition to the powers conferred by law, my Executrix or Executors and my Trustees, and their successors, are empowered: a. To invest any part of the trust corpus in such securities, invelltments, or other property as may be deemed advisable and proper, irrespective of whether the same are authorized for the investment of trust funds. under the laws of any governing jurisdiction. b. With respect to any corporation, the stocks, bonds, or other securities of which may be held, to vote in person or by proxy on any shares of stock; to consent to the merger, consolidation or reorganization of such corporations; to consent to the leasing, mortgaging or sale of the property of any such corporations; to make any surrender, exchange or substitution of such stocks, bonds or other securities as an incident to the merger, consolidation or reorganization of Page 2 of 4 Pages such corporations; to pay all assessments, subscriptions and other sums of .money which may be deemed wise and expedient for the protection and maintenance of the proportionate interest of the investment in such corporations; to exercise any option or privilege which may be conferred upon the holders of such stocks, bonds, or other securities of such corporations either for the conversion of the same into other securities or for the purchase of additional securities, and to make any and all necessary payments which may be required in connection therewith; and generally to have and exercise as to all such stocks, bonds and other securities, the powers of an individual owner who is under trust obligation. c. To hold the trust corpus in one or more consolidated funds in which separate shares shall have undivided interests. d. To sell at public or private sale for cash or upon credit, or partly for cash and partly on credit, and upon such terms and conditions as shall be deemed proper, any part or parts of the trust estate, arid no purchaser at any such sale shall be bound to inquire into the expediency or propriety of any such sale or to see to the application of the purchase moneys arising therefrom. e. To. keep on hand and uninvested such money as may be deemed proper and for such period as may be found expedient f. To compromise, settle or arbitrate any claim or demand in favor of or against the trust estate. g. And authorized in the discb.arge of fiduciary duties, to employ counsel and to determine.and to pay such counsel reasonablecompensationwhicli shall be charged against the principal or income of the trust fund, and shall further be entitled to charge against the principal or income such other reasonable expenses and charges as may be necessary and proper to incur for the proper discharge of fiduciary duties and for the proper management and administration of the trust estate. h. In making any .division of property into shares for the purpose of any distribution thereof directed by the provisions of the trust, to make such division or distribution, either in cash or in kind, or partly in cash and partly in kind, as shall be deemed most expedient, and in making any division or distribution in kind may allot any specific security or property or any undivided interest therein to anyone or more of such shares, and to that end may appraise any or all of the property so to be allotted and the judgment as to the propriety of such allotment and as to the relative value for purposes of distribution of the securities or property so allotted shall be final and conclusive upon all persons interested in the trust or in the division or distribution thereof. i. Authorized to register any shares of stock or other assets of any trust in their own names or in the name of a nominee. j . To retain any investments or mutual funds which I may own at the time of my death and in addition to invest any part of the Trust corpus in such mutual fund or mutual funds as may be deemed advisable or proper, irrespective of whether the same are authorized for the investment of trust funds under the laws of any governing jurisdiction. 6. I hereby nominate, constitute and appoinrmy wife, Eleanor U. Coolidge, and my sons, Philip W. Coolidge and Thomas E. Coolidge, as Trustees of the Trust hereinabove created, but should Eleanor U. Coolidge and Philip W. Coolidge and Thomas E. Coolidge and the final survivor of them all cease serving as a Trustee or Trustees, then in such event I nominate, constitute and appoint Financial Trust Services 'Company and its successors, One West High Street, Carlisle, Pennsylvania. as alternate or successor Trustee, provided that it shall accept such appointment and agree that compensation for its services shall not exceed one-half of one percent of the value of the corpus as its annual compensation, and that it shall receive no other compensation for its services, otherwise the successor Trustee in place of Fmancial Trust Services Company shall be as nominated by the Trustee or Trustees desiring to cease serving as such or by the beneficiaries of the Trust with the approval of the Orphans' Court Division of the Cumberland County Court of Common Pleas. 7. I hereby nominate, constitute and appoint my wife, Eleanor U. Coolidge, as Executrix of this my Last Will and Testament, but should she predecease me or fail to qualify or cease serving as such, then in such event I nomina,te, constitute and appoint my sons, Philip W. Coolidge and Thomas E. Coolidge, or either of them, as alternate or successor Executors, but should both of them fail to qualify or cease serving as such, then in such event I nominate, constitute and appoint Financial Trust Services Company, and its successors, One West High Street, Carlisle, Pennsylvania, as alternate or successor Executor, and I further direct that none of them shall be required to post any bond to secure the faithful perfonnance of her, his or its duties in the Commonwealth of Pennsylvania, or in any other jurisdiction. Page 3 of 4 Pages 'lA ( - ...., r, /1 IN WITNESS WHEREOF, I have hereunto set my hand and seal to this my Last Will and Testament written on four (4) pages, this 1M-day of September, 1998. Signed, sealed, published and declared by WARREN F. COOLIDGE, the Testator above- named, as and for his Last Will and Testament, in our presence, who, in his presence, at his request, and in the presence of each other, have hereunto subscribed our names as attesting witnesses. ('--~~D _ ~. ~~id~ . (} Page 4 of 4 Pages