Loading...
HomeMy WebLinkAbout09-04-09TRUST COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION TRUST UNDER REVOCABLE AGREEMENT OF TRUST OF RUTHN. EBERLE DATED JUNE 18, 1986, RESTATED N ~ DECEMBER 29, 1987, ;cr AMENDED JUNE 22, 1989 rr ,7 ~~ 1 t ~~47 ~~ No. 21-07-0567 ~, -sr Sr ~ ~ - ~_ 3 (,~ ~ Y-~ © <!> PETITION FOR ADJUDICATION / STATEMENT OF PROPOSED DISTRIBUTION PURSUANT TO Pa. O.C. Rule 6.9 This form may be used in all cases involving the Audit of Trust Accounts. Ifspace is insufficient, riders may be attached. INCLUDE ALL ATTACHMENTS AT THE BAC%OF THIS FORM. Name of Counsel: Stanley A. Smith Esquire Supreme Court I.D. No.: 33782 Name of Law Firm: Rhoads & Sinon LLP Address: One South Market Sauaze. 12t° Floor PO Box 1146 Harrisburg PA 17108 1146 Telephone: 717-233-5731 Fax: 717-231-6676 Form OC-01 rev. 10. /3.06 728230.1 Page 1 of 10 Name of Trust: The Ruth N. Eberle Revocable Trust 1. Name(s) and address(es) of Petitioner(s): Petitioner: Name.• Manufacturers and Traders Trust Corrmanv. Successor to Dauphin Deposit Bank and Trust Company Address:213 Market Street. Harrisbure. PA 17101 2. Check if any of the following issues aze involved in this case: A. Appointment of Co-Trustee ..........................................:...... ^ B. Interpretation .................................................................. ^ C. Discharge of Trustee ......................................................... ^ D. Transfer of Situs ......................................:........................ . ^ E. AppointmentofAdLitem .................................................... .^ F. Minor, Unborn or Unascertained Beneficiary(ies) ...................... . ^ G. Principal Distribution .......................................................... ^ H. Full Termination of Trust ................................................... ^ I. Cy Pres ........................................................................ ^ J. Williamson Issue* ............................................................... ^ K. Other Issues ......................................................................... ^ List: Please note: A detailed explanation of issues checked should be set forth at item 13 below. * See Willipmson Estate, 368 Pa. 343, 82 A.2d 49 (1951), if Trustee was also Executor of the settler/decedent's estate and received commissions in such capacity. Form 0002 rev. 10.!3.06 Page 2 of 10 Name of Trust: The Ruth N. Eberle Revocable Trust 3. Testamentary Trust: Decedent's date of Date of Decedent's Date(s) of Codicil(s): Date of pro or Inter Vivos Trust: Date of Trust: June 18. 1986 Date(s) of Amendment(s): Restated December 29 1987• Amended June 22 1989. 4. A. If any other Court has taken jurisdiction of any matter relating to this Trust, explain: No other Court has taken jurisdiction of any matters relating to this Trust. The Settlor and Trustee was a resident of Cumberland County, Pennsylvania. B. Identify all prior accountings and provide dates of adjudication. None. 5. A. State how each Trustee was appointed: The Trust Agreement appoints the Settlor, Ruth N. Eberle, as Trustee and fiuther appoints Dauphin Deposit Bank and Trust Company as first Successor Trustee. Settlor served as Trustee until her death on May 20, 2007, whereupon Manufacturers and Traders Trust Company, successor to Dauphin Deposit Bank and Trust Company, became the Trustee and is now serving as such. The Trust Agreement also provides for the appointment of Settlor's husband, John E. Eberle, as co-successor Trustee. John E. Eberle died on May 21, 1994, predeceasing Settlor. Form OG01 rev. /0./3.06 Page 3 of 10 Name of Trust: The Ruth N. Eberle Revocable Trust B. If a Petitioner is not a Trustee, explain: The Petitioner is the Trustee. 6. State how and when the present fund was awazded to Trustee(s): Ruth N. Eberle, Settlor, deposited funds with the Trustee at the inception of the Trust and added funds to the Trust from time to time thereafter. 7. Period covered by accounting: Ma~~ 20 2~Op7 to Aueust 5.2009. 8. Current fair market value of the Trust principal is $1,044,565.63. (See pages 11 and 12 of Account.) 9. State concisely the dispositive provisions of the Trust: Paragaph THIItD (c) of The Ruth N. Eberle Revocable Trust Ageement (the "Ageement") states that, upon the death of the survivor of Settlor and her husband, John E. Eberle, the entire principal of the Trust passes to a Residuary Trust, to be administered under the pmvisions of Pazagaph FIFTH of the Ageement. Subparagaph (b) of Pazagaph FIFTH provides that assets in an amount not exceeding the generation skipping exemption for Federal Estate Tax purposes in effect at the time of the survivor's death shall be divided into two equal shares, one for the benefit of each of Settlor's children, DAVID O. EBERLE and KAREN A. EBERLE (the "Beneficiaries"), each such equal share to be held in a separate Exempt GSTT trust to be administered in accordance with Pazagaph SIXTH(b) of the Ageement. Under said Pazagaph SDZTH(b), the Trustee shall: (a) Pay to the Beneficiary the net income of the trust for his or her lifetime. (b) At any time after three yeazs from the date of Settlor's death, pay to the Beneficiary, upon the Beneficiary's written request, up to 5% of the principal of the Trust annually. (c) At the discretion of the Trustee, pay to the Beneficiary principal necessary for the Beneficiary's maintenance, education, health and support. Form OG02 rev. /0./3.06 Page 4 of 10 Name of Trust: The Ruth N. Eberle Revocable Trust In addition: (a) The Beneficiary may appoint the remaining trust assets by will at his or her death. (b) Each Beneficiary shall serve as co-trustee of his or her trust with Manufacturers & Traders Trust Company. (c) The Trustees may merge the Exempt GSTT trusts created under Pazagraph SIXTH of the Ruth N. Eberle Revocable Trust with Exempt GSTT trusts created under Pazagraph SIXTH of the John E. Eberle Revocable Trust. Although the provisions of Pazagraph FIFTH governing the Residuary Trust provide for additional distributions, the assets of the Ruth N. Eberle Revocable Trust will be exhausted by the funding of the Exempt GSTT trusts described above and so the additional distributions will not take place. 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): This account is filed due to the death of the Settlor, Ruth N. Eberle, on May 20, 2007 and completion of the administration of Settlor's estate and trust. 11. State why a Petition for Guazdian/Trustee Ad Litem has or has not been filed for this Audit see Pa. O.C. Rule 12.4): All parties aze sui juris. 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 interest upon which such amounts were paid: A Pennsylvania Inheritance Tax was filed for the Settlor's estate and the return was accepted by the Pennsylvania Department of Revenue. Tax was paid as follows: 8/17/2007, $55,000; 2/20/2008, $5,390.61. A discount for eazly payment in the sum of $2,894.74 was credited to the estate. A refund of $947.27 was issued to the estate on 1/9/2009. Form 0002 rev. /0.!3.06 Page 5 of 10 Name of Trust: The Ruth N. Eberle Revocable Trust B. If any such taxes remain unpaid or are in dispute, explain: No taxes remain unpaid or in dispute. 13. Describe any questions requiring Adjudication and state the position of Petitioner(s) and give details of any issues identified in item 2: There are no questions for adjudication. 14. Written notice of the Audit as required by Pa. O.C. Rules 6.3, 6.7 and 6.8 has been or will be given to all parties in interest 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. O.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. O.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. Form OG02 rev. 10.13.06 Page 6 of 10 Name of Trust: The Ruth N. Eberle Revocable Trust 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); Nome and Address o Each Po in Interes! David O. Eberle, Co-Trustee and beneficiary 1018 Chelmsford Drive Mechanicsburg, PA 17050 Relotionshi and Comments, i a Son of Settlor Interest %2 residuary interest, IN TRUST Kazen A. Eberle, Co-Trustee and beneficiary Daughter of Settlor %: residuary 1409 Harwich Court New Cumberland, PA 17070 interest, IN TRUST Taylor A. Eberle Grandchild of Settlor Contingent 1018 Chelmsford Drive Mechanicsburg, PA 17055 remainder interest Christopher L. Eberle Grandchild of Settlor Contingent 1018 Chelmsford Drive Mechanicsburg, PA 17055 remainder interest Manufacturer's and Traders Trust Company None Co-Trustee 213 Mazket Street, 2nd Floor Harrisburg, PA 17101 Attention: Ruth Ann McMillen 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 Guazdian and how each Guazdian 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 None. 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. None. Form OC-02 rev. /0./3.06 Page 7 of 10 Name of Trust: The Ruth N. Eberle Revocable Trust 16. If Petitioner(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. None. 17. If a trustee's principal commission is claimed: A. If based on a written agreement, attach a copy thereof. B. If a principal commission is claimed, state amount. C. If a principal commission is claimed, state the amounts and dates of any principal commissions previously paid in prior accounting periods. Amount Da(e paw 18. If a reserve is requested, state amount and purpose. emnnm: (al $37.500.00 (b) $1.775.00 Fnmose. (al Rhoads &Sinon LLP - attorneys fee (b) Rhoads &Sinon LLP -out of pocket expenses Form OG01 rev. /0./3.06 Page 8 of 10 Name of Trust: The Ruth N. Eberle Revocable Trust If a reserve is requested for counsel Fees, has notice of the amount of fees to be paid from the reserve been given to parties in interest? ..................................................................® Yes ^ No If so, attach a copy of the notice. 19. Is the Court being asked to direct The filing of a Schedule of Distribution? .........................................^ Yes ©No 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 shazes being stated in proportions, not amounts) aze as follows: A. Income: Proposed Dislributee(sJ Ammurt/Proportion David O. Eberle and Manufacturers and Traders Trust Company, Trustees of the Exempt GSTT Trust f/b/o David O. Eberle under Article Sixth of the Ruth N. Eberle Trust 50% of residue Kazen A. Eberle and Manufacturers and Traders Trust Company, Trustees of the Exempt GSTT Trust f/b/o Kazen A. Eberle under Article Sixth of the Ruth N. Eberle Trust 50% of residue B. Principal: Proposed Distrib°tee(s) Amount/Proportion David O. Eberle and Manufacturers and Traders Trust Company, Trustees of the Exempt GSTT Trust f/b/o David O. Eberle under Article Sixth of the Ruth N. Eberle Trust 50% of residue Form OG02 rev. 10.13.06 Page 9 of 10 Name of Trust: The Ruth N. Eberle Revocable Trust Kazen A. Eberle and Manufacturers and Traders Trust Company, Trustees of the Exempt GSTT Trust f/b/o Kazen A. Eberle under Article Sixth of the Ruth N. Eberle Trust 50% of residue Submitted By: MANUFACTURERS AND TRADERS TRUST COMPANY, Trustee By: R Ann McMillen, sistant 'ce President and Trust Officer Form OC-02 rev. /0./3.06 Page 10 of 10 Verification of Petitioner The undersigned hereby verifies that she is Assistant Vice President and Trust Officer of the above-named Manufacturers and Traders Trust Company and that the facts set forth in the foregoing Petition for Adjudication / Statement of Proposed Distribution which aze within the personal knowledge of the Petitioner aze true, and as to facts based on the information of others, the Petitioner, after a diligent inquiry, believes them to be true; and that any false statements herein aze made subject to the penalties of 18 Pa. C.S. § 4904 (relating to unsworn falsification to authorities). MANUFACTURERS AND TRADERS TRUST COMPANY, Trustee By: Ann McMillen, Assistant Vice President and Trust Officer Certification of Counsel The undersigned counsel hereby certifies that the foregoing Petition for Adjudication / Statement of Proposed Distribution is a true and accurate reproduction of the form Petition authorized by the Supreme Court, and that no changes to the form have been made beyond the responses herein. P.O. Box 1146 Harrisburg, PA 17108-1146 Form OG01 rev. /0.13.06 Rhoads & Sinon LLP One South Mazket Squaze, 12`h Floor n ittU11 1!` & SINON LLP Stanley A. Smith ph (717) 231-6628 fx (717) 231-6676 ssmith@rhoads-sinon.com m.sNO: 2937/06 September 4, 2009 RE: TRUST UNDER AGREEMENT OF RUTH N. EBERLE DATED 06/18/86 AMENDED 12/29/87 AND 6/22/89 CERTIFIED MAIL. RETURN RECEIPT REQUESTED Mr. David O. Eberle Ms. Kazen A. Eberle 1018 Chelmsford Drive 1409 Harwich Court Mechanicsburg, PA 17055 New Cumberland, PA 17070 Ms. Taylor A. Eberle 1018 Chelmsford Drive Mechanicsburg, PA 17055 Mr. Christopher L. Eberle 1018 Chelmsford Drive Mechanicsburg, PA 17055 Deaz Beneficiaries: This is the Notice required by law that the First and Final Account of Manufacturers and Traders Trust Company, Successor to Dauphin Deposit Bank and Trust Company, Trustee of the above-captioned Trust, has been filed for confirmation with the Orphans' Court Division of the Court of Common Pleas of Cumberland County, Pennsylvania. A Petition for Adjudication accompanied the Account. The Account will be called for confirmation by the Orphans' Court on October 13, 2009, at 9:00 A.M. in Cumberland County Courthouse, 1 Courthouse Squaze, Cazlisle, Pennsylvania. Copies of the Account and Petition are enclosed to David and Kazen Eberle. Copies of the Petition and the summary page of the account aze enclosed to Taylor and Christopher Eberle. Taylor and Christopher may obtain copies of the full Accounting from us or their father upon request. The Account reports all transactions in the Trust from November 7, 2007 through August 5, 2009. The Petition proposes the division of the remaining assets of the Trust assets into two equal shazes in fixrther trust, one such equal shaze for the benefit of Settlor's son, David O. Eberle, and one such equal share in further trust for the benefit of Settlor's daughter, Kazen A. Eberle, said shazes to be held in trust by the beneficiazy of each trust and Manufacturers and Traders Trust Company, as Co-Trustees. Please note that the Account contains reserves for legal fees to Rhoads &Sinon LLP in the sum of $37,500 and for reimbursement for out-of-pocket expenses in the sum of $1,775. If you have no objections to the Account, Petition or to the proposed distribution, you need not take any action. If you have any objections to any transactions shown in the Account or omitted from the Account, to the Petition or to the Proposed Distribution, you must file with 737971 Rhoads 6z Sinon LLP • Attorneys at Law Twelfth Floor One South Market Square P.O. Box 1146 Harrisburg, PA 17108-1146 • ph (717) 233-5731 fx (717) 232-1459 • www.rhoads-sinon.com September 4, 2009 Page 2 the Clerk of the Orphans' Court Division of Cumberland County, Pennsylvania, no later than 9:00 a.m. forevailina time) October 13 2009 objections thereto in writing, in conformity with Cumberland County Orphans' Court Division Rules. In the absence of written Objections to the Account, the Court will assume that you have no objections and may confirm the Account. Very truly yours, Enclosures cc: Ms. Ruth Ann McMillan, Manufacturers and Traders Trust Company IN THE COURT OF COhIMON PLEAS OF CUMBERLAND COUNTY, PA. ORPHANS' COURT DIVISION 'TRUST UNDER AGREEMENT DATED 6/18/86, AS AMENDED IN FULL DATED 12/29/87 AND FURTHER AMENDED 6/22/89 WITH RUTH N. EBERLE FIRST AND FINAL ACCOUNT OF Manufacturers and Traders Trust Company, Successor to Dauphin Deposit Bank and Trust Company, Trustee _______________________________________________May 20, 2007=====_______ Date of Death: Ruth N. Eberle Date of First Receipt of Funds: November 7, 2007 Accounting for the period: November 7, 2007 to ----August 5, 2009 Purpose of Account: The Trustee offers this Account to acquaint interested parties with the transactions that have occurred during the Administration. It is important that the Account be carefully examined. Requests for additional information, questions or objections can be discussed with: Ruth Ann McMillen Assistant Vice President Manufacturers and Traders Trust Company Successor to Dauphin Deposit Bank and Trust Company 213 Market Street Harrisburg, PA 17101 (717) 255-2109 or Stanley A. Smith, Esquire Rhoads & Sinon, LLP One South Market Square P.O. Box 1196 Harrisburg, PA 17108-1196 (717) 233-5731 ~- s .e 1 r 2 A ~~ (_~'r.S ~ ' ~ Y~ (..~ rry C; y ~J C? ~~ .. :.rM:.. }~ ~i '+r - 1 - 3UNMARY OF ACCOUNT PRINCIPAL PAGES Receipts Net Loss on Sales or Disposition Decrease in Reappraisement Less Disbursements: Fiduciary Fees Federal State & Local Taxes General Disbursements Administration - Misc. Exp. Balance before Distributions Principal Balance on Hand For Information: Changes in Holdings INCOME Receipts Less Disbursements Balance before Distributions Distributions to Beneficiaries Income Balance on Hand COMBINED BALANCE ON HAND Proposed Principal Distributions Proposed Income Distributions Verification 3-4 $ 1,771,775.45 5-6 -52.961 60 S 1,718,813.85 7 -7.61 S 1,718,806.24 8 $ 8,920.73 9 399,207.90 10 85,824.78 10 90.255.00 -479.207 91 $ 1.239,598 33 11-12 $ 1,239,598.33 13-18 19-22 S 19,872.29 23-24 -11,216 25 $ 8,656.09 25 -8,000 00 26 $ 656.09 27-29 30 31 - 2 - S 1,290,259.37 PRINCIPAL RECEIPTS Received from Charles Schwab and Company Inc. Common Stocks 1,000 Shs. American Mortgage Acceptance Corporation 5,005 Shs. Covidien Limited 500 Shs. D.R. Horton Incorporated 1,000 Shs. Dean Foods 1,000 Shs. Duke Energy Corporation 500 Shs. Orleans Homebuilders Incorporated 500 Shs. Spectra Energy Corporation 500 Shs. Thornburg Mortgage Incorporated (REIT) Mutual Funds 981 Shs. Blackrock Muniyld Pennsylvania Insur 355.718 Shs. Oakmark Select Fund #808 200 Shs. Streettracks Gold Trust 1,000 Shs. Tortoise Energy Infrastructure Corporation 4,000 Shs. Van Kampen Senior Income Trust Foreign Stocks 1,000 Shs. Quest Capital Corporation 5,005 Shs. Tyco Electronics Limited FORWARD S 10,120.00 226,508.02 11,318.75 31,972.50 20,450.00 3,922.50 13,370.00 13,990.00 19,764.05 10,226.89 13,066.98 40,505.03 35,790.00 2,935.00 226,508.02 S 674,997.79 - 3 - PRINCIPAL RECEIPT3 (cont'd1 FORWARD $ 679 947 74 Foreign Stocks (cont'd) 5,005 Shs. Tyco International Limited 226,508.02 $ 901,955.76 Principal Cash 48,289.06 $ 999,799.82 SUBSEQUENT RECEIPTS CASH 02/28/08 Received from Wells Fargo - Wire 402.97 PROMISSORY NOTE 11/04/08 David O. Eberle Note - Received $ 236,500.00 11/04/08 Karen A. Eberle Note - Received _ 257.000.00 493,500.00 Received £rom John E Eberle 0-Tin Trust - To Reimburse the Ruth N. Eberle Trust for the Balance of the John E Eberle Q-Tip Trusts' share of Federal Estate Tax ( $267 370 91) and t~rovide Funds for Miscellaneous Reimburs ements and Expenses 03/05/09 500 Shs. AT&T Incorporated $ 20,513.75 03/05/09 5 Shs. Berkshire Hathaway Inc. Class B 18,050.50 03/05/09 600 Shs. Exxon Mobil Corporation 99 959.50 03/05/09 1,500 Shs. Johnson & Johnson 95,190.00 03/05/09 1,769.697 Shs. Vanguard Convertible Securities 25,918.91 03/06/09 Principal Cash as Reimbursement of Allocation of Federal Estate Tax 119,000.00 328,127.66 TOTAL PRINCIPAL RECEIPTS $ 1 77 , 1,775.95 - 4 - PRINCIPAL GAINS OR LOSSES ON SALES OR OTSER DISPOSITIONS GAIN LOSS 11/30/07 Tortoise Energy Infrastructure Corporation - Return of Capital Net Proceeds 552.50 Acquisition Value 552.50 12/19/07 Long Term Capital Gain Distribution on Oakmark Select Fund #808 Net Proceeds 1,105.93 Acquisition Value .00 $ 02/19/08 2,505 Shs. Tyco Electronics Limited Net Proceeds 89,207.15 Acquisition Value 113.367.15 02/19/08 2,505 Shs. Tyco International Limited Net Proceeds 101,579.64 Acquisition Value 113.367.15 02/19/08 500 Shs. D.R. Horton Incorporated Net Proceeds 7,150.87 Acquisition Value 11.318.75 02/19/08 500 Shs. Orleans Homebuilders Incorporated Net Proceeds 2,209,97 Acquisition Value 3.922.50 02/19/08 1,000 Shs. Dean Foods Net Proceeds 25,171.62 Acquisition Value 31.972.50 02/19/08 3,005 Shs. Covidien Limited Net Proceeds 130,557.09 Acquisition Value 135.995.32 03/05/08 Tortoise Energy Infrastructure Corporation - Return of Capital Net Proceeds 555.00 Acquisition Value 555.00 FORWARD $ 1,105.43 $ 24,160.00 11,787.51 9,167.88 1,712.53 6,800.88 5,438.23 1,105.93 $ 54,067.03 - 5 - PRINCIPAL GAIN3 OR LOSSES ON SALE3 OR OTHER DISPOSITIONS cont'd GAIN LOSS FORWARD $ 1,105.43 $ 54,067.03 06/02/08 Tortoise Energy Infrastructure Corporation - Return of Capital Net Proceeds 557.50 Acquisition Value 557.50 09/02/08 Tortoise Energy Infrastructure Corporation - Return of Capital Net Proceeds 560.00 Acquisition Value 560.00 12/02/08 Tortoise Energy Infrastructure Corporation - Return of Capital Net Proceeds 560.00 Acquisition Value 560.00 03/03/09 Tortoise Energy Infrastructure Corporation - Return of Capital Net Proceeds 590.00 Acquisition Value 540.00 03/09/09 David 0. Eberle Note Net Proceeds 5,000.00 Acquisition Value 5,000.00 06/02/09 Tortoise Energy Infrastructure Corporation - Return of Capital Net Proceeds 590.00 Acquisition Value 540.00 TOTALS $ 1,105.93 $ 59,067.03 NET LOSS TRANSFERRED TO SUMMARY $ 52,961.60 - 6 - PRINCIPAL REAPPRAI3EM&NT REAPPRAISED AS OF 02/25/09 9,000 Shs. Van Kampen Senior Income Trust TOTALS DECREASE TRANSFERRED TO SUPIMARY PAGE ACCOUNT REAPPRAISED VALUE VALUE S 35,790.00 $ 35,782.39 S 35,790.00 $ 35,782.39 7.61 S 35,790.00 $ 35,790.00 - 7 - DISHIIRSENENTS OF PRINCIPAL FIDUCIARY FEES Manufacturers and Traders Trust Comnanv Trustee Fee 01/07/08 $ 620.72 02/06/08 532.61 03/06/08 ~ 317.75 09/07/08 329.93 05/06/08 336.86 06/06/08 340.57 07/07/08 318.11 08/06/08 327.93 09/08/08 318.86 10/06/08 287.55 11/06/08 517.48 12/08/08 538.50 01/06/09 505.56 02/06/09 506.62 03/06/09 552.12 09/06/09 639.75 05/06/09 640.06 06/08/09 649.81 07/06/09 645.42 $ 8,920.73 $ FORWARD 8,920.73 $ 8,920.73 - 8 - DIHHQRSEQ~NTS OF PRINCIPAL fcont'd) FORWARD FEDERAL STATE & LOCAL~TAXES Internal Revenue Service Federal Fiduciarv Income Tax 04/09/08 2007 Balance due 04/09/09 2008 Balance due S 62.00 3.719.00 Cumberland County Register of Wills A ent 02/21/08 PA Inheritance Tax for the Estate of Ruth N. Eberle $ 5,390.61 02/12/09 PA Inheritance Tax Refund Pennsylvania Department of Revenue State Fiduciarv Income Tax 04/09/08 2007 Balance due Pennsylvania Dept of Revenue State Individual Income Tax 06/29/09 Refund -947.27 3,776.00 4,943.39 34.00 -1,597.36 U.S. Treasury 02/21/08 Estimated share of Death Taxes attributable to Ruth N. Eberle Trust and Estate, paid with Extension Request $ 397,109.36 11/19/08 Refund of Federal Estate Tax Overpayment -9,557.94 337,551.92 FORWARD $ 8,920.73 344,207.40 353,128.13 - 9 - DISSIIRSED~NT3 OF PRINCIPAL (cont'dI FORWARD GENERAL DISBURSEMENTS David 0. Eberle 02/21/08 Reimbursement of Federal Income Tax paid $ 03/11/09 Reimbursement of Expenses paid f/b/o Ruth N. Eberle $28,101.09 less: $5,000 Payment on Promissory Note David Eberle Promissory Note 03/09/09 Principal Payment John E. Eberle O-Tin Trust 02/21/08 Reimbursement of Loaned Funds to Prepay Taxes Karen A. Eberle 02/21/08 Reimbursement of Funeral Expenses ADMINISTRATION - MISC EXPENSES RESERVES: Cumberland County Register of Wills - Filing Fees Rhoads & Sinon, LLP - Attorney Fees Rhoads b Sinon, LLP - Out of Pocket Expenses TOTAL DISBURSEMENTS OF PRINCIPAL 1,899.97 23.101.09 S 980.00 37,500.00 24,951.01 5,000.00 55,000.00 873.77 1,775.00 40,255.00 353,128.13 85,829.78 90,255.00 $ 479,207.91 - 10 - PRINCIPAL BALANCE ON NAND Common Stocks 1,000 Shs. American Mortgage Acceptance Corporation 500 Shs. AT&T Incorporated 5 Shs. Berkshire Hathaway Inc. Class B 1,000 Shs. Duke Energy Corporation 600 Shs. Exxon Mobil Corporation 1,500 Shs. Johnson & Johnson 500 Shs. Spectra Energy Corporation 50 Shs. Thornburg Mortgage Incorporated Promissorv Notes David O. Eberle Note Karen A. Eberle Note Mutual Funds 981 Shs. Blackrock Muniyld Pennsylvania Insur 355.718 Shs. Oakmark Select Fund #808 200 Shs. SPDR Gold Trust 1,000 Shs. Tortoise Energy infrastructure Corporation 9,000 Shs. Van Kampen Senior Income Trust 1,769.697 Shs. Vanguard Convertible Securities FORWARD FIDUCIARY VALUE AT ACQUISITION 08/05/2009 VALUE S 32.00 $ 10,120.00 13,135.00 20,513.75 16,997.50 18,050.50 15,580.00 20,950.00 92,360.00 49,959.50 91,590.00 95,190.00 9,360.00 13,370.00 .32 13,990.00 231,500.00 231,500.00 257,000.00 257,000.00 12,821.67 14,769.05 7,512.76 10,226.89 18,936.00 13,066.98 26,720.00 36,690.03 14,880.00 35,782.39 20,993.09 25,918.91 778,918.39 $ 865,538.00 - 11 - PRINCIPAL BALANC& ON HAND (cont'd1 FORWARD $ 778,918.39 $ Foreign Stocks 2,000 Shs. Covidien PLC 1,000 Shs. Quest Capital Corporation 2,500 Shs. Tyco Electronics Limited 2,500 Shs. Tyco International Limited CASH (AUTOMATICALLY INVESTED) TOTAL PRINCIPAL BALANCE ON HAND 78,100.00 941.40 55,550.00 77,225.00 990,239.74 $ 59,330.89 865,538.00 90,512.70 2,935.00 113,190.87 113,140.87 1,165,267.99 59,330.89 $ 1,044,565.63 $ 1,239,598.33 THE ABOVE CASH IS CURRENTLY INVESTED IN MTB Money Market-Inst I Fund #420 - 12 - CA7INGES IN PRINCIPAL HOLDINGS American Mortaaae Acceptance Corporation 1,000 Shs. Received AT&T Incorporated 03/05/09 500 Shs. Received Berkshire Hathaway Inc Class B 03/05/09 5 Shs. Received Blackrock Munivld Pennsylvania Insur 981 Shs. Received Covidien Limited 5,005 Shs. Received 02/19/08 _ 3,005 Shs Sold 2,000 Shs. 06/05/09 2,000 Shs. Delivered in Reincorporation of 2,000 shares Covidien PLC 0 Shs. ACCOUNT VALUE S 10,120.00 $ 20,513.75 S 18,050.50 S 19,764.05 S 226,508.02 -135.995 32 S 90,512.70 -90.512 70 S 0.00 - 13 - CHANGES IN PRINCIPAL HOLDINGS (cont'd) ACCOUNT VALUE Covidien PLC 06/05/09 2,000 Shs. Received in Reincorporation of 2,000 shares Covidien Limited at the rate of 1 share for each share held $ 90,512.70 D.R. Horton Incorporated 500 Shs. Received 02/19/08 500 Shs. Sold 0 Shs. David 0. Eberle Note 11/09/08 0 Received 03/09/09 Pay Down 0 Dean Foods 1,000 Shs. Received 02/19/08 _ 1.000 Shs Sold 0 Shs. S 11,318.75 -11.318 75 S 0.00 S 236,500.00 _ -5.000.00 S 231,500.00 S 31,972.50 -31,972.50 S 0.00 - 14 - CHIINGE3 IN PRINCIPAL NOLDINGS (oont'dI ACCOUNT VALUE Duke Enerav Cor poration 1,000 Shs. Received $ 20,950.00 Exxon Mobil Cor poration 03/05/09 600 Shs. Received $ 49,959.50 Johnson & Johnson 03/05/09 1,500 Shs. Received $ 95,190.00 Karen A. Eberle Note 11/04/08 0 Received $ 257,000.00 Oakmark Select Fund # 806 355.718 Shs. Received $ 10,226.89 12/14/07 Long Term Capital Gain Di t ib i s r ut on 0.00 355.718 Shs. $ 10,226.89 - 15 - CHANGES IN PRINCIPAL HOLDINGS (cont'd) ACCOUNT VALUE Orleans Homebuilders Incorporated 500 Shs. Received $ 3,922.50 02/19/08 500 Shs. Sold -3.922 50 0 Shs. $ 0.00 Quest Capital Corporation 1,000 Shs. Received $ 2,935.00 Spectra Enerav Corporation 500 Shs. Received $ 13,370.00 Streettracks Gold Trust 200 Shs. Received $ 13,066.98 05/28/08 200 Shs. Name changed to SPDR Gold Trust _ -13.066 98 0 Shs. $ 0.00 SPDR Gold Trust 05/28/08 200 Shs. Name changed from Streettracks Gold Trust $ 13,066.98 - 16 - CNANGE3 IN PRINCIPAL NOLDINGS (cont'd1 ACCOUNT VALUE Thornburg Morta aae Incorporated (REST) 500 Shs. Received $ 13,990.00 09/30/08 500 Shs. Delivered in Reverse Split of 50 shares Thornburg Mortgage Incorporated -13.990.00 0 Shs. $ 0.00 Thornburg Morta aae Incorporated 09/30/08 50 Shs. Received in 1 for 10 Reverse Stock Split of 500 shares Thornburg Mtg Incorporated (REST) $ 13,490.00 Tortoise Enerav Infrastructure Corporation 1,000 Shs. Received $ 90,505.03 11/30/07 Return of Capital -552.50 1,000 Shs. $ 39,952.53 03/05/08 Return of Capital -555.00 1,000 Shs. $ 39,397.53 06/02/08 Return of Capital -557.50 1,000 Shs. $ 38,690.03 09/02/08 Return of Capital -560.00 1,000 Shs. $ 38,280.03 12/02/08 Return of Capital -560.00 1,000 Shs. S 37,720.03 03/03/09 Return of Capital -540.00 1,000 Shs. $ 37,180.03 06/02/09 Return of Capital -540.00 1,000 Shs. $ 36,690.03 - 17 - CHANGES IN PRINCIPAL HOLDING3 (cont'd1 ~co Electronics Limited 5,005 Shs. Received 02/19/08 2.505 Shs Sold 2,500 Shs. Tyco International Limited 5,005 Shs. Received 02/19/08 2.505 Shs Sold 2,500 Shs. Van Kampen Senior Income Trust 4,000 Shs. Received 02/25/09 Prior Year Return of Capital 4,000 Shs. Vanguard Convertible Securities 03/05/09 1,769.697 Shs. Received ACCOUNT VALUE $ 226,508.02 -113.367 15 $ 113,190.87 S 226,508.02 -113.367.15 S 113,140.87 S 35,790.00 -i.ol $ 35,782.39 S 25,918.91 - 18 - RECEIPTS OF INCONE AT&T Incorporated 05/01/09 Dividend 500 Shs. 08/03/09 Dividend 500 Shs. Blackrock Munivld Pennsylvania Insur 12/09/07 Dividend 981 Shs. 12/31/07 Dividend 981 Shs. 02/09/08 Dividend 981 Shs. 03/05/08 Dividend 981 Shs. 04/02/08 Dividend 981 Shs. 05/05/08 Dividend 981 Shs. 06/05/08 Dividend 981 Shs. 07/02/08 Dividend 981 Shs. 08/04/06 Dividend 981 Shs. 09/03/08 Dividend 981 Shs. 10/02/08 Dividend 981 Shs. 11/04/08 Dividend 981 Shs. 12/02/08 Dividend 981 Shs. 01/02/09 Dividend 981 Shs. 02/03/09 Dividend 981 Shs. 03/03/09Dividend 981 Shs. 04/02/09 Dividend 981 Shs. 05/09/09 Dividend 981 Shs. 06/02/09 Dividend 981 Shs. 07/02/09 Dividend 981 Shs. 08/04/09 Dividend 981 Shs. Cash 02/21/08 Received from John E. Eberle Q-Tip Trust - Accrued Trust Income due to the Estate Covidien Limited 02/12/08 Dividend 5,005 Shs. 05/06/08 Dividend 2,000 Shs. 08/12/08 Dividend 2,000 Shs. 11/07/08 Dividend 2,000 Shs. 03/02/09 Dividend 2,000 Shs. 05/05/09 Dividend 2,000 Shs. D.R. Horton Incorporated 02/20/08 Dividend 500 Shs. FORWARD S 205.00 205.00 $ 410.00 $ 54.99 54.99 59.94 54.99 59.94 59.99 59.99 51.99 51.99 51.99 51.99 51.99 51.99 51.99 51.99 51.99 51.99 51.99 51.99 69.26 64_26 1,136.98 1,764.50 S 800.80 320.00 320.00 320.00 320.00 320.00 2,900.80 75.00 S 5,787.28 - 19 - RECEIPT3 OF INCOD~ (cont'd FORWARD $ 5,787.28 Duke Enerav Corporation 12/29/07 Dividend 1,000 Shs. $ 220.00 03/17/08 Dividend 1,000 Shs. 220.00 06/16/08 Dividend 1,000 Shs. 220.00 09/16/08 Dividend 1,000 Shs. 230.00 12/16/08 Dividend 1,000 Shs. 230.00 03/16/09 Dividend 1,000 Shs. 230.00 06/16/09 Dividend 1,000 Shs. 230.00 1,580.00 Exxon Mobil Corporation 06/10/09 Dividend 600 Shs. 252.00 Johnson & Johnson 06/09/09 Dividend 1,500 Shs. 735.00 MTB Mone v Market-Inst I Fund #920 12/03/07 Interest $ 103.85 01/02/08 Interest 187.36 02/01/08 Interest 182.31 03/03/08 Interest 183.25 04/01/08 Interest 14.10 O5/O1/O8 Interest 12.18 06/02/08 Interest 13.05 07/01/08 Interest 12.81 08/01/08 Interest 13.63 09/02/08 Interest 15.95 10/01/08 Interest 16.09 11/03/08 Interest 13.91 12/01/08 Interest 3.31 01/02/09 Interest 2.03 02/02/09 Interest 1.25 03/02/09 Interest 0.70 09/01/09 Interest 9.91 05/01/09 Interest 8.04 06/01/09 Interest 5.53 07/01/09 Interest 0.85 08/03/09 Interest 9.16 808.72 Oakmark Select Fund #808 12/14/07 Dividend 355.718 Shs. $ 115.00 FORWARD $ 115.00 $ 9,163.00 - 20 - RECEIPTS OF INCOME foont'd1 FORWARD $ 115.00 $ 9,163.00 Oakmark Select Fund #BOB (cont'd) 12/19/08 Dividend 355.718 Shs. 90.07 205.07 Quest Ca pital Corporation 12/28/07 Dividend 1,000 Shs. $ 25 49 12/28/07 Foreign Tax Withheld -3.82 04/02/08 Dividend 1,000 Shs. 29.39 09/02/08 Foreign Tax Withheld -3.65 08/20/08 Dividend 1,000 Shs. 44.25 10/03/08 Dividend 1,000 Shs. 42 39 01/02/09 Dividend 1,000 Shs. 36.53 165.53 Spectra Enerav Corporation 12/17/07 Dividend 500 Shs. $ 110.00 03/17/08 Dividend 500 Shs. 115.00 06/16/08 Dividend 500 Shs. 115.00 09/15/08 Dividend 500 Shs. 125.00 12/15/08 Dividend 500 Shs. 125.00 03/16/09 Dividend 500 Shs. 125.00 06/15/09 Dividend 500 Shs. 125.00 890.00 Thornburo Mortaaae Incorporated IREIT) 01/30/08 Dividend 500 Shs . 125.00 Tyco Electronics Limited 02/05/08 Dividend 5,005 Shs. $ 700.70 05/06/08 Dividend 2,500 Shs. 350.00 08/05/06 Dividend 2,500 Shs. 350.00 11/05/08 Dividend 2,500 Shs. 900.00 02/09/09 Dividend 2,500 Shs. 400.00 05/06/09 Dividend 2,500 Shs. 400.00 2,600.70 Tyco International Limited. 02/04/08 Dividend 5,005 Shs. $ 750.75 05/05/08 Dividend 2,500 Shs. ~ 375.00 08/04/08 Dividend 2,500 Shs. 375.00 11/09/08 Dividend 2,500 Shs. 500.00 02/03/09 Dividend 2,500 Shs. 500.00 FORWARD $ 2,500.75 $ 13,099.30 - 21 - RECEIPTS OF INC0~3 (oont'd) FORWARD $ 2,500.75 $ 13,099.30 ~co International Limited (cont'd) 06/01/09 Dividend 2,500 Shs. 515.50 3,016.25 Van Ramoen Senior Income Trust 11/30/07 Dividend 4,000 Shs. 12/31/07 Dividend 9,000 Shs. 01/31/08 Dividend 9,000 Shs. 02/29/08 Dividend 4,000 Shs. 03/31/08 Dividend 9,000 Shs. 09/30/08 Dividend 9,000 Shs. 06/03/08 Dividend 4,000 Shs. 06/30/08 Dividend 9,000 Shs. 07/31/08 Dividend 4,000 Shs. 08/29/08 Dividend 9,000 Shs. 09/30/08 Dividend 9,000 Shs. 10/31/08 Dividend 4,000 Shs. 12/01/08 Dividend 9,000 Shs. 12/31/08 Dividend 9,000 Shs. 02/02/09 Dividend 4,000 Shs. 03/02/09 Dividend 9,000 Shs. 09/01/09 Dividend 4,000 Shs. 04/30/09 Dividend 4,000 Shs. 06/01/09 Dividend 9,000 Shs. 07/01/09 Dividend 4,000 Shs. 08/03/09 Dividend 9,000 Shs. S 238.00 238.00 238.00 231.20 231.20 215.60 151.20 151.20 151.20 151.20 151.20 161.20 168.00 168.00 150.40 105.20 100.90 100.40 100.90 100.40 100.40 3,902.80 vanguard Convertible Securities 03/27/09 Dividend 1,769.697 Shs. 06/26/09 Dividend 1,769.697 Shs. $ 157.50 196.49 353.94 TOTAL RECEIPTS OF INCOME $ 19,872.29 - 22 - DISSt7RS~NT3 OF ItiC01~ Manufacturers and Traders Trust CORID dRV Trustee Fee 0l/o7/oe 02/06/08 03/06/08 04/07/08 05/06/08 06/06/08 07/07/08 08/06/06 09/08/08 10/06/08 11/06/08 12/08/08 01/06/09 02/06/09 03/06/09 04/06/09 05/06/09 06/08/09 07/06/09 FORWARD $ 334.23 286.79 171.10 177.38 181.90 183.38 171.29 176.57 171.70 159.83 278.65 289.96 272.23 272.80 297.29 341.79 344.65 349.90 397.53 $ 9,803.97 9,803.97 - 23 - DIBBDRSEL~NT3 OF INCONE (cont'dl FORWARD Internal Revenue Service Federal Fiduciary Income Tax 01/09/08 9th Quarter Estimated 04/09/08 2007 Balance due 06/12/08 2nd Quarter Estimated 11/07/08 2007 Balance due with Amended Return 02/24/09 Interest on 2007 Amended Return 04/09/09 2008 Balance due Penns vlvania Department of Revenue State Fiduciary Income Tax 12/24/07 9th Quarter Estimated 04/09/08 2007 Balance due 06/12/08 2nd Quarter Estimated 09/11/08 3rd Quarter Estimated 11/07/08 2007 Balance due with Amended Return 04/09/09 2008 Balance due TOTAL DISBURSEMENTS OF INCOME S 4,803.97 S 8.00 115.00 80.00 9,090.00 138.78 1.077.00 5,508.78 S 8.00 28.00 177.00 48.00 919.00 229.00 904.00 $ 11,216.25 _ 24 _ DISTRIBUTIONS OF INCOL~ TO BENEFICIARIES David O. Eberle 11/05/08 Distribution Karen A. Eberle 11/OS/OS Distribution TOTAL DISTRIBUTIONS OF INCOME TO BENEFICIARIES S 9,000.00 4,000.00 S 8,000.00 - 25 - ZNCOI~ BALANCE ON NAND FIDUCIARY VALUE AT _ ACQUISITION 08/05/2009 VALUE CASH (AOTOMATICALLY INVESTED) TOTAL INCOME BALANCE ON HAND S 656.04 $ 656.04 S 656.04 $ 656.09 THE ABOVE CASH IS CURRENTLY INVESTED IN MTB Money Market-Inst I Fund #420 - 26 - PROPOSED PRINCIPAL DISTRISDTSON 3C6&DIILE Market Value Fiduciary as of Acquisition 08/05/2009 value TO: David O. Eberle and Manufacturers and Traders Trust Comoanv Trustees of the GST Exempt Trust f/b/o David O Eberle under Article Sixth of the Ruth N. Eberle Trust - 50$ share of Residue David O. Eberle Note 250 Shs. AT&T Incorporated 2 Shs. Berkshire Hathaway Inc. Class B 500 Shs. Duke Energy Corporation 300 Shs. Exxon Mobil Corporation 750 Shs. Johnson & Johnson 250 Shs. Spectra Energy Corporation 1,000 Shs. Covidien PLC 500 Shs. Quest Capital Corporation 1,250 Shs. Tyco Electronics Limited 1,250 Shs. Tyco International Limited 500 Shs. American Mortgage Acceptance Corporation 25 Shs. Thornburg Mortgage Incorporated 177.859 Shs. Oakmark Select Fund #808 889.899 Shs. Vanguard Convertible Securities 100 Shs. SPDR Gold Trust 500 Shs. Tortoise Energy Infrastructure Corporation FORWARD $ 231,500.00 $ 231,500.00 6,567.50 10,256.88 6,599.00 7,220.20 7,790.00 10,225.00 21,180.00 29,977.25 45,795.00 47,595.00 9,680.00 6,685.00 39,050.00 95,256.35 970.70 1,467.50 27,775.00 56,570.49 38,612.50 56,570.44 16.00 5,060.00 0.16 6,795.00 3,756.38 5,113.95 10,246.55 12,709.96 9,968.00 6,533.99 13,360.00 18,320.02 S 966,866.79 $ 552,805.98 - 27 - PROPOSED PRINCIPAL DISTRISDTION SCBEDDLE (cont'd1 FORWARD $ 466,866.79 $ 491 Shs. Blackrock Muni yld Pennsylvania Insur 2,000 Shs. Van Kampen Senior Income Trust Principal Cash TO: Karen A. Eberle and Manufacturers and Traders Trust Comoanv Trustees of the GST Exempt Trust f/b/o Karen A Eberle under Article Sixth of the Ruth N. Eberle Trust - 50~ share of Residue Karen A. Eberle Note 250 Shs. AT&T Incorporated 3 Shs. Berkshire Hathaway Inc. Class B 500 Shs. Duke Energy Corporation 300 Shs. Exxon Mobil Corporation 750 Shs. Johnson & Johnson 250 Shs. Spectra Energy Corporation 1,000 Shs. Covidien PLC 500 Shs. Quest Capital Corporation 1,250 Shs. Tyco Electronics Limited 1,250 Shs. Tyco International Limited 500 Shs. American Mortgage Acceptance Corporation 25 Shs. Thornburg Mortgage Incorporated 177.859 Shs. Oakmark Select Fund #808 FORWARD 6,917.37 552,805.48 7,389.55 7,990.00 17,891.20 41.558.66 41.558.66 522,282.82 619,644.89 $ zs7,ooo.oo $ zs7,ooo.oo 6,567.50 10,256.87 9,898.50 10,830.30 7,790.00 10,225.00 21,180.00 24,977.25 45,795.00 47,59s.00 9,680.00 6,685.00 39,050.00 95,256.35 970.70 1,967.50 27,775.00 56,570.43 38,612.50 56,570.93 16.00 5,060.00 0.16 6,745.00 3,756.38 5,113.99 $ 962,591.79 $ 599,352.57 - 28 - PROPOSED PRINCIPAL DISTRISIITION SCNEDDLE (COnt'd) FORWARD $ 462,591.79 $ 544,352.57 884.848 Shs. Vanguard Convertible Securities 100 Shs. SPDR Gold Trust 500 Shs. Tortoise Energy Infrastructure Corporation 990 Shs. Blackrock Muniyld Pennsylvania Insur 2,000 Shs. Van Kampen Senior Income Trust Principal Cash TOTAL 10,246.54 12,709.95 9,468.00 6,533.99 13,360.00 18,320.01 6,409.30 7,374.50 7,490.00 17,891.19 12,772.23 12.772.23 S 522,282.81 $ 619,953.44 $ 1,099,565.63 $ 1,239,598.33 THE ABOVE CASH IS CURRENTLY INVESTED IN MTB Money Market-Inst I Fund #920 _ 29 _ VERIFICATION Manufacturers and Traders Trust Company, Successor to Dauphin Deposit Bank and Trust Company, Trustee under Agreement with RUTH N. EBERLE, deceased, hereby declares under oath that it has fully and faithfully discharged the duties of its office; that the foregoing Account is true and correct and fully discloses all significant transactions occurring during the accounting period; that all known claims against the Trust have been paid in full; that, to its knowledge, there are no claims now outstanding against the Trust; and that all taxes presently due from the Trust have been paid. This statement is made subject to the penalties of 18 PA. C.S.A. Section 4909 relating to unsworn falsification to authorities. M ctu rs and Trade Trust Company ~S Dated: v ASST, VICE PRESIDENff ~ TRUST OF17CR - 31 - PROPOS&D INCOME DISTRIBVTION SCHEDULE Market Value Fiduciary as o£ Acquisition 08/05/2009 Value TO: David O. Eberle and Manufacturers and Traders Trust Comoanv Trustees of the GST Exempt Trust f/b/o David 0 Eberle under Article Sixth of the Ruth N. Eberle Trust - 50~ share of Residue Income Cash S 328.02 S 328.02 S 328.02 $ 328.02 T0: Karen A. Eberle and Manufacturers and Traders Trust Comoanv Trustees of the GST Exempt Trust f/b/o Karen A Eberle under Article Sixth of the Ruth N. Eberle Trust - 50~ share of Residue Income Cash $ 328.02 $ 328.02 S 328.02 $ 328.02 TOTAL $ 656.09 $ 656.04 THE ABOVE CASH IS CURRENTLY INVESTED IN MTB Money Market-Inst I Fund #420 Manu c ure s a d Tr s Trus Company /,///~ /~(~ VICE PRESIDENT BY -(~ ~~& TRUST OFFIGFR Trus under Agreement dated /18/86, as amended in full dated 12/29/87 and further amended 6/22/89 with Ruth N. Eberle, Settlor - 30 - ~_, TRUST AGREEMENT OF AUTH N. EEERLE Dated: ~P" 1986. INITIAL TRUSTEE SUCCESSOR TRUSTEE: OPTIONAL SECOND SUCCESSOR TRUSTEE: RUTH N. EBERLE DAUPHIN DEPOSIT HANK AND TRUST COMPANY HARRISBURG, PENNSYLVANIA SOHN E. EBERLE TRUST AGREEMENT OF RUTB N. EBEALE I, RUTB N. EBEALE, now a legal resident of 617 Allen Street, New Cumberland, Pennsylvania 17070, in my individual capacity as SETTLOR, ,by this Agreement of1986, have tranaf erred to AUTH N. EBEALE. in my representative capacity as TRUSTEE, certain property which, together with all other property transferred or bequeathed hereto by me or any other person, and any lifeinsurance proceeds made payable hereto, shall be held by trustee upon the terms and for the uses and purposes set Forth herein and in any duly executed amendment. ARTICLE 1 ... Family 1.1) For the purpose of identification but not to limit or ex- clude issue of my children named below who may become entitled to " shaze as beneficiaries herein, or other named beneficiaries, I re- cord that ns of this date my husband and children herein designated as beneficiaries are: Husband Son JOAN E. EBEALE DAVID 0. EEERLE 617 Allen Street 1815 Oak Drive North New Cumberland, Pennsylvania 17070 Rockledge, Florida 32955 Daughter ~ XAREfL A. EBEALE 27 Allenview Drive Mechanicsburg, Pennsylvania 17055 Subsequent references to my "husband", "daughter" or "son" are inten- ded to be the family members just named. ARTICLi: 2 ... Successor Trustee(s) 2. 1) Upon my resignation or incapacity as true tee, or if neither occurs then upon my death the successor trustee or trustees shall be: A. DAUPH2N DEPOSIT BANK AND TRUST COPIPANY, Harrisburg, Pennsyl- vania 17105, which shall automatically and immediately succeed to such office without the necessity of a formal written acceptance un- less required by some interested party or applicable law. B. My husband JOHN E. EBEALE, if he so _lects by the filing of - Page One acceptance of such office with said corporate true tee within thirty days of my termination ae trustee. 2. 2) Any aucces sor true tee shall be and is hereby relieved of all responsibility for my acts ae trustee, and I waive an accounting as a condition precedent to all undertaking. 2. 3) If my husband becomes a co-trustee he shall reply in writ- ing to any investment advice or action recommended by said corporate trustee within twenty days of mailing or personal delivery thereof; upon his failure to respond the corporate trustee may act in accord- ance with such advice or elect to forego the recommended action if it deems that more prudent. Said corporate trustee shall have no lia- bility for Failure tc obtain a response from said co-trustee without clear knowledge of his illness or absence form home. 2.4) The duties of my husband as a co-trustee shall terminate upon his resignation, incapacity or death, whichever first occurs. 2. 5) Compensation shall be paid to my corporate trustee as pro- vided for in its standard fee schedule 3n affect from time to time as its services are performed, except as may otherwise be stipulated in a separate fee agreement between the parties in inCerest. 2. 6) A corporate trustee may resign at any time upon giving thirty days written notice to the then adult income beneficiary or beneficiaries. In such event a majority thereo fshall, within such period, appoint in writing a substituted corporate trustee, and such appointee shall succeed to all of the rights, powers and duties of the first successor corporate trustee and be relieved of responsibility for the acts of all preceding trustees. 2. 7) I waive the poa ti ng of security by any corporate trustee and by my husband if he elects to become a successor co-trustee. ARTICLE 3 ... Life Estate of Settlor 3.)) During my lifetime -- A. All of the net income hereof shall be paid to me as requested of trustee, or upon my demand to the successor trustee. B. In event of my physical or mental disability, as much of the net income and principal as trustee deems necessary and proper for my maintenance, comfort and medic:;_1 care shall be paid to me or - ~ Page Two .. duly applied for such purposes. 3.2) If during my lifetime an asset of this trust is the town- home nt X44 Regent's Court, Melbourne, Florida 32990, currently occupied by me and my husband as our winter home, or any substitute therefor, i direct as follows with reference thereto; - A. Trustee shall continue to hold such asset in true t. and per- mit me, together with my husband, to reside therein during my life- time, or eo long as I desire, without payment of rent to the trustee. B, Should I elect to no longer live in such home trustee, at my direction, shall sell it and purchaseanother suitable home, or in- vest the net proceeds as otherwise provided for herein. If I am in- capable of making such election the advice of my husband, if 13ving, to trustee shall control; otherwise the decision of trustee shall be decisive both as to the retention or sale of said present townhome or any home substituted therefor as an asset herein. C. All taxes, insurance and other expenses necessary to properly maintain such home, or any substituted home, shall be paid directly or to me from trust income, or principal if necessary,- ~D. The provisions of this ARTICLE 3.2)-A,H and ~C are intended by me to provide sll lifetime rights of use and occupancy by me and to thereby qualify said home or any substituted Florida home, for homestead tax exemption under the Constitution and Statutes of the State if Florida, if I become legally domiciled therein at some future date. ARTICLE 4 ,., Qualified Terminal Interest Property Trust (Marital Deduction) 4.1) Following my death and if my husband John E. Eberle survives me, trustee shall divide the principal into two shares, a marital deduction trust share and a residuary trust share ("marital" and "residuary", respectively). A. The marital share shall be composed of the smallest fraction- al share of principal which, when added to all assets otherwise pass- ing or having passed to my said husband which are includable in mr gross estate and qualify for the marital deduction, will reduce the Federal Estate Tax .payable be.. .use of my death to the minimum, after .. Page Three taking into account all other deductions allowed on my Federal Eetata Tax Return and credits against the Federal Estate Tax, including the unified credit and the state death tax credit; provided that the state death tax credit shall not be taken into account to the extent that it would increase state death taxes. The formula contained herein shall be determined as though my executor elects to qualify a1lqualif red terminable interest property for the Marital Deduction pursuant to the applicable provisions hereof. I intend that the formula herein shall be construed as referring to the unlimited Mar- ital.Deduction provided for in Section 2056 of the Internal Revenue Code, as amended, by Section 403 of the Economic Recovery Tax Act of 1981 and ae the same may be further amended. B. Tha residuary share shall be held as a separate Residuary Trust under A&TICLE 5 and shall be composed of the remaining prin- cipal or, if my husband fails to survive me the entire principal. 4. 2) My executor, or trustee if then authorized, shall file with Internal Revenue Service an election to have such marital share treated as Qualified Terminal Interest Property for Federal Estate Marital Deduction Tax purposed; EXCEPT, if in the judgment of my ex- ecutor (trustee) there would be major tax savings for^ the estates of myself and my husband to elect to have less than all of the marital share treated as Qualified Terminal Interest Property then said ex- ecutor (trustee) may Erie the election as to only a specific portion of such marital share. A11 provisions of this Agreement shall be construed to effect my intention to qualify this marital trust share (or any portion) for the Federal Estate Tax Marital Deduction. 4.3 Should assets of this qualified marital share at any time consist of unproductive property my husband may require that trustee either make the property productive, convert it within a reasonable time to productive property, or provide equal benefits by payment to him £rom the principal of such trust. No asset, or the proceeds of any asset, shall be allocated to the marital share as to which a Marital Deduction is not allowed. 4.4) Notwithstanding the fractional share allocatio,~ of trust - ~ - - ~ ~ Page Four ~~ principal set forth in Article 4. 1) above, I direct that i£ atmy death a trust ae set is the townhome at 144 Regent's Court, Melbourne, Florida 32940, or any aubstitu tad home in Florida then occupied by me and my husband ae our winter home or as our legal domicile, (ae provided for in Article 3. 2)-A,H & C) then suc;', home property shall be allocated to this marital deduction trust share in its entirety, subject to the following terms and conditions: A. Said husband shall be permitted to reside therein for the remainder of his lifetime, or so long as he so elects. B. My husband shall also enjoy complete use and occupancy of such home without payment to trustee of any rent. Taxes, insurance and other maintenance costa shall be paid by my husband from his own income, or income of the marital share if he so requests of trus- tee or if necessary for his full use and occupancy ther.cf. C. At any time during his lifetime. my husband may direct trus- tee to sell said home after which the net proceeds shall be rein- vested in another home selected by my husband or added to other assets of this marital share for investment and payment of income ae directed in Article 4. 6) and Article 4. 8). D. The provisions of this Article 4.4) and its sub-paragraphs are intended to not only qualify any. such home for the Marital De- duction Trust, but also to provide my husband with lifetime rights of use and occupancy and thereby qualify such home, or any substi- tuted Florida homes, for homestead tax exemption under the Conati- tution and. Statutes of the State of Florida i£ Florida becomes the legal domicile of my said husband. 4.5) Further .notwithstanding the fractional share allocation of trust principal as set forth in Article 9. 1) above, I direct that if at my death a trust asset is shares o£ stock representing partial or complete ownership of EXECLJTIVE RENTALS, an apartment complex at 627 Allenvi ew Drive, Mechanicsburg, Pennsylvania 17055, or a partial or complete ownership in kind of said real estate by virtue of a deed to trustee, then any such asset shall be excluded from the mar- ital share and allocated in its entirety to the residuary share. -, FageFve 4, 6) Commencing with my death the trustee shall pay to or apply sll net income form this marital share, in quarterly or other more frequent installments, to my husband JOHN E. EBERLE for the remain- der of hie lifetime. 4. 7) Unless my husband directs otherwise by his Will, trustee shall pay from the assets of this marital share to the executor of my husband's ee tats the amount by which the Federal and State Estate and Inheritance Taxes assessed by reason of the death of my husband shall be increased as a result of the inclusion of this trust in my husband's taxable estate for those taxes. The trustee shall also pay any interest on the tax payable by such trust. The trustee may rely upon the certification of the executor of my husband's estate ae to whether he has otherwise directed in his Will and as to the amount of tax to be paid by this trust. 4.8) Notwitha tending any other provision hereof, all income of this marital share accrue8 or undistributed at the death of my hus- band shall be paid to hie estate. 4.9) Following the death ~of my husband the assets then consti- tuting the principal of this marital trust share shall~be added to the residuary trust share provided for next below, to~be administered a's therein directed. ARTICLE 5 ... Residuary Trust 5. 1) Following my death the assets of this residuary trust share, determined as provided for in Article 4, shall be continued in trust upon the terms and conditions set forth in this Article. 5.2) If my executor determines that there is insufficient cash in my probate estate to meet the requirements for funeral and admin- istration expenses, all legally enforceable debts, federal and state estate, succession., inheritance and generation skipping transfer taxes chargeable to my ea tats the trustee, upon the written request of my executor, may distribute to my executor principal hereof in an amount equal to the insufficiency; or the trustee may make any part of all of such payments directly. 5. 3) After setting aside a contingency reserve for the require- Page Six menta of Article 5.2) and the amounts of any specific dollar bequas to to named benef icinries trustee shall divide said residuary trust in- to two separate but equal shares, one for my daughter XAREN A.EHERLE, and one for my eon DAVID 0. E$ERLE, the variations in precise equal- ity being as follows: A. Trust holdings in EXECUTIVE RENTALS referred to in Article 4.51 shove, if an asset, shall be allocated co the share of my daughter as she has long had a personal part in its management. B. Allocation of assets in kind shall be at their fair market (or appraised) values on the date (e) of allocation and any dif£er- enee equalized with cash. 5.4) Trustee shall hold one suoh share for each child of mine allocated as required by Article 5. 3) and -- A. Pay the net income from each child's respective share to said child in quarterly or more frequent installments, for the re- mainder of hie or her lifetime. H. Permit each child to withdraw principal from his or her trust share upon written request to trustee, as follows: (a) One Hundred Thousand Dollars at the end of one year a£ter'my death, and, (b) One'HUndred Thousand Dollars at the end of two years after my death. Such rights o£ withdrawal shall be cumulative and may be exercised by each child at any time after the right accrv es. If a child elects by written notice to trustee to let any part or all of a. withdrawal remain in his or her trust such ~ p riG~al amount, or -s _- ._ parts thereof, raay be later withdrawn by said child, or~in event of death his personal representative may withdraw any balance thereof. If the total value of each child's one-half trust share of his residuary trust is initially less than Two Hundred Thousand Dollars the first principal withdrawal by a child shall be limite,l to one- half of his or hez trust share until said shares are augmented under pars "C" below. Each second withdrawal she 11 be reduced to the trust share balance unless the respective trust shares have in the meantime been augmented, or until augmented, when each child shall have the right to withdraw the excess of Two Hundred Thousand Dollars - ..- Page Seven over nmounta previously withdrawn. C. Should my husband survive me then upon his subsequent death all assets of the Marital Deduction Trust will be transferred to this residuary trust by Article 4.9) and such additional assets shall be allocated to the two trust shares for my children under Article 5.3) A,B s C in the same manner and for the same beneficiaries as though such assets were originally a part of the residuary trust. 5. 5) After three years fror,. my death, the corporate trustee in its sole discretion may use or apply principal from each trust share of my children for their respective benefits, as follows: A. For the support and medical care of said child, or anyone whom he ar she may be legally obligated to support. B. To assist in the purchase of a home in the name of said child suitable to his or her needs and standard of living. C. To assist in the purchase of a going business or to start a new business of a type in which said child has some past experience and which appears to offer reasonable expects tiona of success. D. Such discretionary uses of principal shall be exercised by the corporate trustee with due regard for the age and health of said child, and my desire to retain balances in each trust share to as- sure the support and medical care of each child throughout hie and. her normal lifetimes) such discretion shall be exercised in favor of a child of mine rather than any unreasonable preservation of princi- pal for the issue of either of my children, but only after taking in- to account the personal assets of such child and other income or principal available to him or her, including substantial distribu- tions from the estate of their Father John E. Eberle. 5.6) In the event a child of mine dies before the time for set- ting apart shares of this residuary trust, or if a child for whom a share has been set aside dies thereafter but before his or her prin- cipal has been used or withdrawn, t.`.a then principal of such trust share shall be distributed and paid over absolutely as follows: A. To or in trust for each child~s surviving spouse to the ex- tent of twenty-five percent of his or her trust share as said child Page Eight I may appoint by Will; and the remainder, or all thereof if there is- no appointment to a surviving spouse, to or in trust for such one or more of said child's issue in such proportions as said child may ap- point by Will. Any such Will moat contain a specific ref erenca to this limited power of appointment. In default of appointment or insofar as it is ineffectual, then, (1) to such child's then living issue per atirpes; or, in de- fault of such issue, (2) to my issue per stirpes then living, the share for any child or issue per stirpes of mine for whom trustee holds a trust share to be added thereto; or in the absence of issue per stirpes of mine, (3) to my heirs at law as may then be provided by intestate statutes of the state in which I die legally domiciled. 5.7) If my husband survi~'ec aye, until the Dlarital Deduction trust under Article 4 and the Residuary Trust under Article 5 are finally funded in accordance with *.he provisions of said Articles, my trustee shall estimate the approximate amounts o£ each trust ann- ually, and, based on such estimate, shall determine as fairly as poss- ible the share of net income attributable to each trust and shall pay share of net income thus determined in accordance with the provisions applicable to each true t. Such determination shall be made in the absolute discretion of my trustee except that any diminution of in- come occasioned by the payment of death taxes, shall be attributable to the trust under Article 5.2) to which such taxes shall finally be allocated. My trustee shall not be held liable for any difference between the amounts of income so paid and the exact amount of income of the trusts as finally determined, which was produced prior to the time the trusts were finally funded, other than as hereafter set forth. Sf the amount of income paid to my said husband pursuant to my trustee's determination exceeds that to which he may be entitled, no recoupment shall be made from the subsequent income to which he may be entitled. If the amount of income paid to him is less than that to which he was actually entitled, my trustee shall immediately pay to him such deficiencies out of the income from or principal of Page Nine the trust under Article 4. - 5.8) In the event a residuary trust share becomes so small that it cannot be economically administered for the person or purpose ori- ginally intended, trustee, in its discretion, may terminate such trust share by distributing the remaining principal and income there- of to the Genef icicery or beneficiaries then entitled to income therefrom, directly or by means of any alternative setforth in Art- icle 6.2). ARTICLE 6 ... tlinori:ty and Disability 6. ~) If a trust share terminates in favor of a beneficiary who is a minor, le incompetent or has not been adjudicated incompetent but because of illness or disability is in the trustee's judgment unable to manage the property distributable to him, the trustee may postpone the termination distribution. Such postponement shall last until the attainment of his majority, the removal of his incompeten- cy or until, in the trustee's judgment, he is able to manage the property. During such postponement the property shall be held and administered as a separate trust and trustee shall pay to the bene- ficiary ea much of the net income or principal or both as trustee determines is appropriate for his health, maintenance, support and education, including anyone whom he is legally obligated to support. If the beneficiary dies while the property is so held the trust as- sets shall be distributed to his estate. 6.2) Additionally, true tee may distribute income and principal of a trust share held pursuant to Article 6. 1) by making payments for such beneficiary to: (a) His guardian, (b) a relative or friend having care or custody of him to be used and applied for his bene- £i t, or (c) a custodianship under the Uniform Gifts to Minors Act in the state where he resides, established for him by trustee or an- other interes tea person. The trustee may also make payments direct- ly for his benefit. A receipt for payment by any of the above per- sons shall be a complete discharge of trustee. ARTICLE 7 ... Trustee powers 7.1) In addition or supplemental to the powers provided by Law, as amended, trustee in the prudent exercise of discretion and good ~- ~ Page Ten - - judgment, and without order of court, may; A. 6e11, at public or private sale, or option, any property for cash or upon reasonable terms and security; and, execute leases on any trust property upon such terms and conditions and for such periods of time ae trustee deems proper and desirable, B. Invest in all Forma of property (including, but not by way o£ limitation) real estate, all types of stocks, bonds, op tione and money market accounts without bei.ig confined to investments pre- scribed by statute, and without being required to have the extensive diversification that otherwise may be usual or customary For trusts of this size. And, Common Trust Funds maintained by any corporate trustee may also be invested in except that any fund of equitiee (common stocks or similar securities without fixed dividends) may be purchased only For a. trust, or trust share, having a total fair market value o£ leas than Four Hundred Thousand Dollars. C, Place securities in a margin or brokerage account and main- tain money-market accounts upon which checks or drafts may be drawn, D, Delegate trading nuthoriza tion to investment advisors, brokers or agents and authorize them to sell and reiiwest any assets on a discretionary basis; and pay reasonable compensation therefor. E. Borrow money from the commercial department of my corporate true tee or others, upon reasonable terms, and mortgage, hypothecate or pledge assets ae security therefor, including short selling and contracts for the future delivery or any security. F. Enforce or compromise claims against others and settle or pay demands presented herein. G. Pfanag e, repair or improve trust assets. H. Execute and deliver such instruments as may be necessary to e£f ect all duties and undertakings herein. - I. Employ lawyers, accountants, agents or other assistants necessary to the proper execution hereof and pay reasonable compen- sation for such services. J. Vote and otherwise exercise all r;ghts and options incident to the ownership of stocks, bonds and other securities and hold Page Eleven title in the name of a nominee. R. Purchase property from my probate estate or a beneficiary at a price and upon terms determined by trustee to be fair. L. Add to the principal of any trust created herein any prop- er ty received by bequest or otherwise. M. Pay premiums on any type of insurance policies retained or purchased herein, and exercise any rights thereunder. N. Open checking and 'savings accounts, make deposits therein, and draw checks or other debits against such accounts. O. Distribute assets in cash or kind or partly in each. P. Retain assets already included herein or that may be added upon my death, PROVIDED HOWEVER, that inasmuch as more than sixty percent of my present total assets consist of common shares in AMP, Inc. (including AMP, Inc. "endorsed common shares") a Delaware cor- poration having its principal place of business in Harrisburg, Pen- nsylvania, I urge, but do not direct, that trustee proceed in an orderly but not precipitous manner to sell such number of said. eharas that when added to the sales thereof by the executor of my probate estate the total of such sales will reduce the combined holdings in my ea to to and trust by at least fifty percent. This re- quest is made, not because o£ my lack of faith in the continued grow~h of AMP, Inc, with which my husband has been associated for fortes years, but in recoynition of the fact that sales can then be made without large capital gains taxes to assure funds for more di- verse investments by trustee and to provide liquidity in my estate and cash needed to pay at least part of the withdrawals to which my children become entitled under Article 5.4)-B. AND, PROVIDED FURTHER, that no power of trustee Shall be exer- cised or applied if any part of the Qualified Terminal Interest Property would thereby be disqualified for the Federal Estate Tax Marital Deduction. Article 8 ... procedural 6 Administrative Provisions 8.1) The followiny procedural provisions shall be applied in the administration of all trusts-herein, except as limited to e Page Twelve particular trust. A. Tha masculine gender shall be construed to include the fern inane and the singular as plural where consistent with the remaining text. B. The term "issue per stirpes" of my children shall be con- strued to mean their child or children, grandchild or grandchildren and more remote issue thereof who are entitled to a parent's share by represents tion, including all who may be legally adopted when under the age of ten. C. The successor or corporate trustee shall call upon my medi- cal doctor for a certificate of my mental or physical disability as authority for assuming the duties of true tee during my lifetime, except upon my voluntary resigns tion. D. In the event of my .mental or physical disability, whether certified by a medical doctor or established by decree of court, the a3miniatration of this trust shall continue uninterruptedly as otherwise provided for herein. ' E. I£ my husband becomes a co-trustee and thereafter his mental or physical disabilities interfere with the performance of his du- ties, the corporate trustee may call upon his medical doctor for a certificate to such effect, which will relieve him of such office. F. The corporate trustee shall have the physical custody of all property, documents, books and records herein and shall, at re- sonable intervals, provide each beneficiary with detailed statements of income and principal receipts and disbursement together with a list of aseets showing tax coats and market valuations. G. Income from any residuary trust or any share thereof need not be apportioned between successive beneficiaries. All income not actually paid to a beneficiary before termination of his inter- est may be treated as though it hac: accrued and become payable there- ai cer; likewise, no credit or accrual need be made for taxes, com- missions or other charges theretofore made against income. H. Any residuary trust created herein (or as amended), may be merged with any other trust established by me or under a Will or - - - ~ - -Page Thirteen ~ ~ - Trust Agreement of any other person if said trusts are for the same beneficiaries and estates and have the same trustee, provided that no adverse tax effects or other detriment to the parties in interest would result from such merger. I. The farm "child's surviving spouse" and "surviving spouse" used in Article 5.6)-A shall be construed to mean only the spouse to whom my eon or daughter may be legally married at the time of such child's death. ARTICLE 9 ,,, Legal Restraints (9.1) No beneficiary shall have the right or power to sell, assign, encumber or otherwise anticipate the principal or income which he may at any time be entitled to receive, and no such in- terest shall be taken by legal or equitable process in satisfac- tion of any debt or liability of such beneficiary while in the pos- session of trustee, or prior to the actual distribution thereof to the beneficiary so entitled. 9.2) All trust shares herein shall vest and distributions finally made upon ~a date not later than twenty-one years following the death of all named and aster tainnb le beneficiaries herein liv- ing at the date of my death unless a shorter period of time ie re- quired by applicable state law to avoid violation of nny rule against perpetuities. ARTICLE 10 ... Applicable State Law \.1) .,The statutes and case law of the Commonwealth of Pen- ~- nsylvanfa-•s.~iall-be applied to the interpretation of this Trust Agreement if~ary justiciable question arises that cannot be reason- ably decided by trustee upon reference to the provisions hereof; PROVIDED HOWEVER, that the statutes and case law of the State of Florida shall be applied any time after this date if I become legally domiciled in said State of Florida. ARTICLE 11 ... Reserved Powers and Rights 11.1) I reserve the following rights and powers, exercisable at any time, and from time to time whereby I may: A, Amend this Trust Agreement, or any amendment hereto, in Page Fourteen whole or in part by written agreement similarly executed. B. Withdraw any part of all of the assets hereof at any time. C. Exercise any rights or options available under any life insurance policy transferred to or made payable hereto by me as the owner or insured. D, Accept ar disapprove within twehty days of receipt, any ad- vice by successor trustee to sell, purchase or encumber any asset hereof; oth orwlee trustee may proceed in ~ita discretion. E. Revoke this agreement by unilateral action while I remain trustee, or upon sixty days written notice to any successor trustee during my lifetime. IN NITNESS WNEREOF, the parties hereunto have executed this Trust Agreement in two counterparts the day and year first above written. C//. LX/<«CL (SEAL) C~fiiGC~.~//~ ~i'~if~.-rL (SEAL) RUT N. EBE E, Sett or AUK N. EHERLE, as Trustee The foregoing Trust Agreement, on the day and year first above written, was signed, sealed and-published by Settlor and Trustee in the presence of us, and the undersigned who attest as witnesses after said Settlor and Trustee had signed as her free~and voluntary actin our ~pre~s e~ncpe Oand we in the presence /o'f each othe/rr/.J ~_.1L...~ T.CT~"'L Address ~s't~- v~~ n ~ ,~ (/~ 7i~ f~.~%( /iy,_~G_ GGfiy// Address ,/~~~li ~y. , L' L ~ STATE OF PENNSYLVANIA) COUNTY OF DADPHIN ) I AEREHY CERTIFY that on this day before me, an officer duly quali- fied to take acknowledgments, personally appeared RUTH N. EHERLE, to me known to be the person described in and who executed the foregoing instrument and acknowledged before me that she executed the same. WITNESS my hand and official seal in the County and State last aforesaid this i " day of j,c. r.- 1986. C ~ % .NOTARY PUBLIC 1%; fan,.. .r„ I`uDLIC Har rirrnro-, PA fr ~S.o Page Fifteen. - '"" '~'~rr - I ;. PE1178A RJW:wp 12/18/87 FIRST AMENDMENT TO AGREEMENT OF TRUST I, RUTH N. EHERLE, of New Cumberland, Pennsylvania, have entered into an Agreement of Trust dated June 18, 1986, with myself as Trustee. Under Article 11 of said Agreement, I retained the right to amend or revoke said Agreement in whole or in part by written instrument, other than a Will, lodged with Trustee. Retaining the further right so to amend or revoke said Agreement, I hereby amend said Agreement in its entirety by revoking Articles 1 through 11 inclusive thereof and in lieu thereof provide as follows: FIRST: Life Estate of Settlor. (a) During my lifetime - 1. All of the net income hereof shall be paid to me as requested of trustee, or upon my demand to the successor trustee. 2. In the event of my physical or mental disability, as much of the net income and principal as trustee deems necessary and proper for ^_y maintenance, comfort and medical care shall be paid to me or duly applied for such purposes. ~_.... _ 3. ~ I reserve the following rights and Bowers, exercisable whenever and as often as I may wish: A. Withdraw any part or all of the assets hereof at any time. PE1176A RJW:wp 12/18/87 B. Exercise any rights or options available under any life insurance policy transferred to or made payable hereto by me as the owner or insured. C. Accept or disapprove within twenty days of receipt, any advice by successor trustee to sell, purchase or encumber any asset hereof; otherwise trustee map proceed in its discretion. (b) if during my lifetime an asset of this trust is my present home at 617 Allen Street, New Cumberland, Pennsylvania 17070 or the townhome at 144 Regent's Court, Melbourne, Florida 32940, currently occupied by me and my husband as our winter home, or any substitute therefore, I direct as follows with reference thereto: 1. Trustee shall continue to hold such asset in trust and permit me, together with my husband, to reside therein during my lifetime or so long as I desire, without payment of rent to the trustee. 2. Should I elect to no longer live in such home, trustee, at my direction, shall sell it and purchase another suitable home, or im~~st the net proceeds as otherwise provided for herein. If I am incapable of ma::ing such election, the advice of my husband, if living, to trustee shall control; otherwise the decision of trustee shall be decisive both as to the retention or sale of said present homes or any home substituted therefor as an asset herein. 3. All taxes, insurance and other expenses necessary to properly maintain such homes, or any substituted home, shall be paid directly or .to me from trust income, or principal if necessary. -2- a PE1178A RJW:wp 12/18/87 4. The provisions of this subparagraph are intended by me to provide all lifetime rights of use and occupancy by me and to thereby qualify said home or substituted Florida home, for homestead tax exemption under the Constitution and statutes of the State of Florida, if I become legally domiciled therein at some future date. SECOND: Settlement of My Estate. Upon my death, Trustee may make such payments from the principal of the Trust, prior to its division, as Trustee deems desirable to facilitate the settlement of my estate, and in the exercise of this power Trustee may pay, in whole or in part, any or all of (i) my legally enforceable debts, (ii) my funeral and burial expenses and (iii) administration' expenses in connection with my estate, even though they do not relate to property subject to this Trust. Neither the personal representatives of my estate nor any beneficiary of my estate shall be required to reimburse Trustee for any such expenditures. THIRD: Division of Principal. Upon my death: (a) If my husband, JOHN E. EBERLE, survives me, my Trustee shall divide the principal into two separate trusts, a Qualified Terminable Interest Trust under Paragraph FOURTH and a Residuary Trust under Paragraph FIFTH. (b) The Qualified Terminable Interest Trust shall be composed of the smallest fractional share of principal which, when added to all assets otherwise passing or having passed to my said husband which are includable -3- PE1176A RJW:wp 12/18/87 in my gross estate and qualify for the marital deduction, will reduce the Federal Estate Tax payable because oP my death to a minimum, after taking into account all other deductions allowed on my Federal Estate Tax Return and all credits against the Federal Estate Tax, including the unified credit and the state death tax credit; provided that the state death tax credit shall not be taken into account to the extent that it would increase state death taxes. The formula contained herein shall be determined as though my Executor elects to qualify all qualified terminable interest property for the marital deduction pursuant to the provisions of my Will. (c) The Residuary 'gust shall be composed of the remaining principal or, iP my said liusband fails to survive me, the entire principal. (d) If my Executor elects to qualify the Qualified Terminable Interest Trust or any portion thereof for the marital deduction, any provision of this Agreement of Trust which may appear to conflict with my~ intention to qualify the Qualified Terminable Interest Trust or such portion thereof for the marital deduction shall be construed so as .to accomplish that intention. If such election is made in whole or in part, all property allocated to or held in such trust shall be the type of property which qualifies for the marital deduction. In addition, if such election is made in whole or in part and if assets of such trust at any time consist substantially of unproductive property, my said husband may require that my Trustee either make the property productive, convert it within a reasonable time to productive property, or provide the required -4- PE1176A RJW:wp 12/18/87 beneficial enjoyment from the trust to my said husband by payments to him from the principal of such trust. FOURTH: Qualified Terminable Interest Trust. As to the principal passing hereunder, I direct my Trustee further to divide the principal into two separate trusts, QTIP Trust No.l and QTIP Trust No. 2. QTIP Trust No. 1 shall be composed of the maximum amount of principal which, after accounting for that portion of my GST Exemption (as defined in section 2631 of the Internal Revenue Code) which is allocated to the principal passing under Paragraph FIFTH (s) 1. and FIFTH (a) 3. of the Residuary Trust, can be paid to QTIP Trust No. 1 without causing the Inclusion Ratio (as defined in section 2642(a) of the Internal Revenue Code) with respect to such Trust to be greater than zero (0). QTIP Trust No. 2 shall be composed of the remaining principal. The formula contained herein shall be determined after taking into consideration the decisions of my Executor whether (I) to allocate my GST Exemption to the principal passing under Paragraph FIFTH (e) 1. and FIFTH (a) 3. of the Residuary Trust to the extent necessary to result in an inclusion ratio of zero for such principal, (ii) to allocate the remaining unused portion of my GST Exemption (as of my death but after the allocation under (i) above) to QTIP Trust No. 1, (iii) to file or not file an election pursuant to section 2632(b)(3) of the Internal Revenue Code, and (iv) to file or not file a special election with respect to QTIP Trust No. 1 pursuant to section 2652(x)(3) of the Internal Revenue Code. (a) As to QTIP Trust No. 1, I direct my Trustee: -5- PE1176A RJW:wp 12/18/87 1. To pay the net income at least quarterly to my husband, JOHN E. EHERLE, for life. In addition, my Trustee may pay to or apply for the benefit of my said husband as much of the principal as my Trustee deems advisable for his maintenance, education, health, and support, after first considering funds available to him from other sources; provided that no such payments of principal shall be made to my said husband until QTIP Trust No. 2 is completely exhausted. 2. Upon the death of my said husband, A. To the extent, and only to the extent, the funds passing under subparagraph (b)2.A hereof are insufficient to do so, to deduct and pay to the personal representatives of my said husband's estate (without responsibility for the application thereof) an amount certified by such personal representatives to be equal to the additional death taxes (and any interest and penalties thereon) and administration expenses which would not have been payable from his estate if the value of the remaining principal of the Qualified Terminable Interest Trust (including both QTIP Trust No. 1 and QTIP Trust No.2) had not been included in his estate, unless my said husband directs in his Will that such taxes and expenses shall be paid out of his estate or another source by a provision for the payment of such taxes and expenses which is sufficient to include those relating to this trust. B. To add the remaining principal to the Exempt GSTT Trust under Paragraph SIXTH, to be held or distributed under the terms thereof as applied to circumstances then existing. -6- PE1176A RJW:wp 12/18/87 (b) As to QTIP Trust No. 2, I direct my Trustee: 1. To pay the net income at least quarterly to my husband, SOHN E. EBERLE, for life. In addition, my Trustee may pay to or apply for the benefit of my said husband as much of the principal as my Trustee deems advisable for his maintenance, education, health and support after first considering funds (other than funds in. QTIP Trust No. i) available to him from other sources. 2. Upon the death of my said husband, A. To deduct and pay to the personal representatives of my said husband's estate (without responsibility for the application thereof) an amount certified by such personal representatives to be equal to the additional death taxes (and any interest and penalties thereon) and administraiton expenses which would not have been payable from his estate if the value of the remaining principal of the Qualified Terminable Interest Trust (including both QTIP Trust No. 1 and QTIP Trust No. 2) had not been included in his estate, unless my said husband directs in his Will that such taxes and expenses shall be paid out of his estate or another source by a provision for the payment of such taxes and expenses which is sufficient to include those relating to such trust. B. To add the balance of the principal to the Nonexempt GSTT Trust under the terms of Paragraph SEVENTH. -7- PE1176A RJW:wp 12/18/87 FIFTH: Residuary Trust. As to the principal passing hereunder,I direct my Trustee, (s) If my husband, JOHN E. EBERLE, survives me, upon my death to divide the principal into as many equal shares as there are children of mine who survive me and children of mine who fail to survive me but who are represented by descendants who survive me, and 1. To add the share of a child who fails to survive me to the Exempt GSTT Trust under Paragraph SI%TH to be held under the terms of subparagraph (c} thereof as applied to circumstances then existing. 2. To set aside in a further Separate trust from the share of a child who survives me the lesser of TWO HUNDRED THOUSAND DOLLARS ($200,000) or the amount of said share, and A. To pay the net income therefrom at least quarterly to such child. B. One year from the date of my death, to pay to such child upon his or her written request the lesser of ONE HUNDRED THOUSAND DOLLARS ($100,000) or one-half the then fair m;,.~ket value of the principal. C. Two years from the date of my death, to pay the remaining principal to such child. () D. Upon the death of any such child ~;~y;~ ~ before the entire principal of his or her trust has been distributed, to pay the ~S, remaining principal to such persons, including such child's estate, in such manner -8- PE1176A RJW:wp 12/18/87 and shares, for such estates, or upon such trusts as such child may appoint in his ar her last Will by specific reference to this general power, and to add the remaining principal not effectively so appointed to the Nonexempt GSTT Trust under Paragraph SEVENTH to be held under the terms thereof as applied to circum- stances then existing. E. Except as provided in Paragraph THIRTEENTH (1), all income accrued or undistributed at the death of an income beneficiary shall be paid to the succeeding income or principal beneficiaries. 3. To add the balance of each share of a child who survives me to the Exempt GSTT Trust to be held under the terms of Paragraph SIXTH as applied to circumstances then existing. (b) If my said husband fails to survive me, 1. To set aside and pay to the Exempt GSTT Trust under Paragraph SIXTH (to be held under the terms thereof es applied to circumstances then existing) the maximum amount of principal which can be paid to the Exempt GSTT Trust without causing the Inclusion Ratio (as defined in section 2642(x) of the Internal Revenue Code) with respect to suc'^ Trust to be greater than zero (0). The formula contained herein shall be det=: mined after taking into consideration the decisions of my Executor whether (i) to allocate the remaining unused portion of my GSTT Exemption (as of my death) to the Exempt GSTT Trust and (ii) to file or not file an election pursuant to section 2632(b)(3) of the Internal Revenue Code. -9- PE1176A RJW:wp 12/18/87 2. To divide the balance of the pr:ncipalinto as many equal shares as there are children of mine who survive me and children of mine who fail to survive me but who are represented by descendants who survive me, and A. Subject to Paragraph SEVENTH (e), to pay the share of a then deceased child of mine to his or her then living descendants, per stirpes. B. To set aside in a further separate trust from the share of a child who survives me the lesser of TWO HUNDRED THOUSAND DOLLARS ($200,000} or the amount of said share, to be heiu under the terms of subsection 2. of subparagraph (a) hereof. C. To add the balance of the share of a then living child to the trust for such child under Paragraph SEVENTH (b), to be held under the terms thereof as applied to circumstances then existing. SIXTH: Exempt GSTT Trust. I direct my Trustee to divide the principal passing hereunder into as many equal shares as there are children of mine living at the time such principal is added to this trust and children of mine then deceased represented by descendants then living, and (a) To retain in a further separate trust the share of a then deceased child in accordance with the terms of subparagraph (c) hereof as applied to circumstances then existing. -10- n PE1176A RJW:wp 12/18/87 (b) To retain in a further separate trust each share of a then living child, and 1. To pay the net income therefrom to such child at least quarterly, for life, and in addition, at any time after three (3) years from_the date of my death, to pay as much of the principal to him or her as he or she may from time to time request in writing not exceeding in any calendar year Five Percent (6%) oP the value of the principal at the end of such calendar year on anon-cumulative basis; provided that no such payments of principal shall be made until the trust for such child under Paragraph SEVENTH (b) is completely exhausted. 2. At any time after three years from the date of my death, to pay to or apply for the benefit of such child or such child's descendants so much of the principal as my Trustee deems advisable, in my Trustee's sole discretion, for his or her maintenance, education, health and support; provided, that no such payments shall be made for such child until the trust for such child under Paragraph SEVENTH is completely exhausted. In the exercise of this power, funds available to such ch~~d from other sources shall be considered by my Trustee. 3. Upon the death of such child, to pay the remaining principal to such of his or her spouse and descendants, in such manner and shares, for such estates, or upon such trusts as such child may appoint in his or ~J her last Will by specific reference to this limited power; provided that any interest so appointed to the spouse of a child of mine shall not exceed in value the -11- PE1176A RJW:wp 12/18/87 amount by which the combined value at such child's death of the principal of the trusts for such child under Paragraph FIFTH (a) 2. (or FIFTH (b) 2. B.) and Paragraph SEVENTH is less than twenty-five percent (25%) of the then combined value of the principal of the trusts for such child under this paragraph and under Paragraph FIFTH (a) 2. (or FIFTH (b) 2. B.) and Paragraph SEVENTH, and to retain the principal not effectively so appointed under the terms of subparagraph (c) below. (c) To divide the princip~si passing hereunder into as many equal shares as there are children of the child representing such share of principal (grandchildren of mine) then living and such grandchildren then deceased represented by descendants then living, .and 1. To retain the share of a then deceased grandchild of mine in a Yurther separate trust, and A. To pay the net income therefrom at least quarterly to such~of such grandchild's descendants as are living on each quarterly distribution date, per stirpes. B. To pay to or apply for the benefit of any descendant of such grandchild so much of the principal as my Trustee deems advisable for maintenance, education, health and support after considering funds available to him or her from other sources. So far as my Trustee deems it practicable, payments so made shall be charged against the share of principal represented by the person benefited thereby or his or her ancestor or descendants at the time of any subsequent division or distribution of the trust. -12- PE1176A RJW:wp 12/18/87 C. One day before twenty-one years after the death of the survivor of such of my said husband and my descendants as are living at my death, to pay the principal to the then living descendants of such grandchild, per stirpes. 2. To retain the share of a then living grandchild in a further separate trust, and A. To pay so much of the net income to such grandchild as my Trustee deems advsable. All net income not so paid shall be accumulated and added to principal. B. Tc pay to or apply for the benefit of such grandchild or any of such grandchild's descendants so much of the principal as my Trustee deems advisable for maintenance, health, education and support after considering funds available to him or her from other sources. So far as my Trustee deems it practicable, payments so made shall be charged against the share oP principal represented by the person benefited thereby or his or her descendants or ancestor at the time of any subsequent dtvision or distribution of the trust. C. Upon the death of such grandchild, to pay the remaining principal to such of such grandchild's descendants, in such manner and shares, for such estates, or upon such trusts as such grandchild may appoint in his or her last Will by specific reference to this limited power, and to retain the principal not effectively so appointed under the terms of section i. of this subparagraph (c) as applied to circumstances then existing. -13- PE1176A RJW:wp 12/16/87 (d) If at any time there is no one living who is entitled to income or principal upon the termination of any separate trust hereunder, to pay said principal as follows: 1. To the then living descendants, per stirpes, of the most immediate ancestor (who is a descendant of mine and who has descendants then living) of the last person to whom the income of such terminating trust may be distributed. 2. [n default of such descendants, to my then living descendants, per stirpes. 3. Any additional share of a child or grand- child of mine for whom a trust is then. ii. existence under this paragraph shall be added to such trust, and any additional share of a descendant of a grandchild of mine shall be added to the trust for such descendant under subsection 1. of subparagraph (e), to be held under the terms thereof as applied to circumstances then existing. a. In default oP such' descendants, to those persons who would be entitled thereto under the intestate laws of the Commonwealth of Pennsylvani's~then in effect had I then died intestate, unmarried ~'-_. and without surviving descendants; pcovided~ that' any interest which would otherwise pass to such Commonwealth under such laws shall be paid to a charity or charities selected by my Trustee, in Trustee's sole discretion. (e) Except as provided in Paragraph THIRTEENTH (1), all income accrued or undistributed at the death of any income beneficiary shall be paid to the succeeding income or principal beneficiaries. -14- FEli76A RJW:wp 12/18/87 SEVENTH: Nonexempt GSTT Trust. I direct my Trustee to divide t`.:, principal passing hereunder into as many equal shares as there are children of mine living at the time such principal is added to this trust and children of mine then deceased represented by descendants then living, and (a) Subject to subparagraph (c) below, to pay the share of a then deceased child to his or her then living descendants, per stirpes. (bl To retain in a Purther separate trust each share of a then living child, and 1. To pay the net income at least quarterly to such child, for life, and in sd~.ition, at any time after three (3) years from the date of my death, to pay as much of the principal to him or her as he or she may from time to time request in writing not exceeding in any calendar year Five Percent (5%) of the combined value of the principal of this trust and the trust for such child under Paragraph SI%TH at the end of such calendar year on a non- cumulative basis. 2. Two years after the date of my death, to pay to such child an amount of principal equal to the excess, if any, of TWO HUNDRED THOUSAND DOLLARS ($200,000) over the amount of principal such child receives under Paragraph FIFTH (a) 2. or FIFTH (b) 2. H. 3. At any time after three years from the date of my death, to pay to or apply for the benefit of such child so much of the principal as my Trustee deems advisable for his or her maintenance, education, -15- ' PE1176A RJW:wp 12/18/87 health and support without considering funds available to him or her from other sources. 4. Upon the death of such child, to pay the remaining principal to such persons, including his or her estate, in such manner r ` and shares, for such estates, or upon such trusts as such child may appoint in his or \~. her last Will by specific reference to this general power and, subject to subparagraph (c) below, to pay the principal not effectively so appointed to the then living deice .darts of such child, per stirpes; and in default of such descendants, to my then living descendants, per stirpes, any additional share of a descendant of mine fir whom a trust is then in existence under this paragraph to be added to such truss, to be held under the terms thereof as applied to circumstances then existing. (c) If any share would otherwise be distributable under this paragraph or under Paragraph FIFTH (b) 2. A. to a grandchild of mine who has not then attained age thirty-five (36), I duect my Trustee to retain such share in a further separate trust, and 1. To pay at least quarterly the net income therefrom to such grandchild. • 2. To pay to or apply for the benefit of such grandchild so much of the principal as my Trustee, in its sole discretion, deems advisable for maintenance, education, health and support after considering funds (other than funds passing under Paragraph SIXTH) available to him or her from other sources. -16- PE1176A RJW:wp 12/18/87 3. Upon such grandchild attaining age thirty- five (35), to pay the remai.-.:~,g principal to him or her. 4. Upon the death of any such grandchild before the entire principal of his or her trust has been distributed, to pay the remaining principal to such persons, including his or her estate, in such manner and shares, for such estates, or upon such trusts as such grandchild may appoint in his or her last Will by specific reference to this general power, and to pay the principal not effectively so appointed as follows: A. To the then living descendants of such grandchild, per stirpes. B. In default of such descendants, to the then living descehdants, per stirpes, of such grandchild's parent who is a descendant oP mine and who has descendants then living. C. In default of such descendants, to my then living descendants, per stirpes. D. Any additional share of a child or grandchild of mine for whom a trust is then in existence under this paragraph shall be added to such trust, to be held under the terms thereof as applied to circumstances then existing. (d) If at, any time there is no one living who is entitled to income or principal under the foregoing provisions of this paragraph, to pay said principal to those persons who would be entitled thereto under the intestate laws of the Commonwealth of Pennsylvania then in effect had I then -17- PE1176A RJW:wp 12/18/87 died intestate, unmarried and without surviving descendants; provided that any interest which would otherwise pass to such Commonwealth under such laws shall be paid to a charity or charities selected by my Trustee, in Trustee's sole discretion. (e) Except as provided in Paragraph THIRTEENTH (1), all income accrued or undistributed at the death of an income beneficiary shall be paid to the succeeding income or principal beneficiaries. EIGHTH: Perpetuities Provision. If any trust hereunder has not already terminated by its terms, it shall terminate one day before twenty-one years after the death of the survivor of such of my '..aid husband and my descendants as are living at my death, and the principal shall then be distributed absolutely to the persons then receiving income from such trust in proportion to their respective interests in the income. NINTH: Allocation of Income. If my husband, JOHN E. EBERLE, survives me, until the trusts under Paragraph FOURTH and FIFTH are finally funded in accordance with the provisions of Paragraph THIRD, my Trustee shall estimate the approximate amounts of each trust annually, and, based on such estimate, shall determine as fairly as possible the share of net income attributable to each trust and shall pay the share of net income thus determined in accordance with the provisions applicable to each trust. Such determination shall be made in the absolute discretion of my Trustee except that any diminution of income occasioned by the payment of death taxes, shall be attributable to the trust under Paragraph FIFTH -18- PE1176A RJW:wp 12/18/87 to which such taxes shall finally be allocated. My Trustee shall not be held liable for any 4::ference between the amounts oP income so paid and the exact amount of income of the trusts as finally determined, which was produced prior to the time the trusts were finally funded, other than as hereafter set forth. If the amount of income paid to my said husband pursuant to my Trustee's determination exceeds that to which he may be entitled, no recoupment shall be made from the subsequent income to which he may be entitled. If the amount of income paid to him is less than that to which he was actually entitled, my Trustee shall immediately pay to him such deficiencies out of the income from or principal of the trust under Paragraph FOURTH. TENTH: Disclaimer. If any person otherwise entitled to take hereunder (or such person's legal representative) files a written disclaimer, in whole or in part, with respect to any provision of this Trust with my Trustee within the period allowed by Section 2518 of the Internal Revenue Code, such person-Ei) shall be treated as having predeceased me for purposes of holding or distributing the disclaimed share, and (ii) shall not participate in any decision to pay or apply the income or principal of the disclaimed share to or for the benefit of any person hereunder,.but such person shall not be treated as having predeceased me for purposes of holding, distributing or participating in any such decision under any provision to which the disclaimer does not extend. -19- PEIi9nA RJW:wp 12/18/89 ELEVENTH: Spendthrift Provision. No beneficiary shall have the right or power to sell, assign, encumber f or otherwise anticipate the principal or income which he may at any time be entitled to receive, and no such interest shall be taken by legal or equitable process in satisfaction of any debt or liability of such beneficiary while in the possession of trustee, or prior to the actual distribution thereof to the beneficiary so entitled. TWELFTH: Death Taxes. . To the extent that they have not been paid from my testamentary estate as provided in my Will, death taxes (and interest and penalties thereon) imposed as a result of my death upon the principal of this Trust, upon property passing under my Will and upon proceeds of insurance on my life, but not otherwise, shall be paid out of the principal of the Residuary Trust, each share thereof, whether outright or in trust, to bear a pro rata portion of such taxes; provided that if my said husband fails to survive me, such taxes (and interest and penalties thereon) shall be paid out of the principal passing under Paragraph FIFTH (b) 2. A. and C., each share thereof, whether outright or in trust, to bear a pro rata portion of such taxes, and if such principal is insufficient, from Paragraph FIFTH (b) 2. B. THIRTEENTH: Administrative Powers. My Trustee shall have the following powers in addition to those conferred by law until all property is distributed: (a) To retain any real or personal property (including stock of the corporate Trustee or of a company controlling it) in the form in which it is received; provided however, that inasmuch as more than sixty percent of my -20- PE1176A RJW:wp 12/18/87 present total assets consist of common shares in AMP, Inc. {including AMP, Inc. "endorsed common shares") a Delaware corporation having its principal place of business in Harrisburg, Pennsylvania, I urge, but do not direct, that trustee proceed in an orderly but not precipitous manner to sell such number of said shares that when added to the sales thereof by the executor of my probate estate the total of such sales will reduce the combined holdings in my estate and trust by at least fifty percent. This request is made, not because of my lack of faith in the continued growth of AMP, Inc. with which my husband has been associated for forty years, but in recognition of the fact that sales can then be made without large capital gains taxes to assure funds for more diverse investments by trustee and to provide liquidity in my estate and cash needed to pay at least part of the withdrawals to which my children become entitled under Paragraph FIFTH. (b) To sell at public or private sale for cash and/or credit, to exchange, and to lease for any perio$ of time, any real or personal property and to give options for such sales, exchanges, or leases. (c) To purchase all forms of property, including but not limited to stocks, bonds, notes and other securities (including stock of the corporate Trustee or of a company controlling it), common trust funds and rAsl estate, or any variety of real or personal property, without being confined to so- called legal investments and without regard for the principle of diversification. (d) To purchase securities at a premium or discount and to charge such premium or credit such discount to principal or income. (e) To exercise any option arising from the ownership of any investment; to join in any recapitalization, merger, reorganization,liquidation, dissolution, consolidation or voting trust plan affecting any investment; to delegate powers with respect thereto; to deposit securities under agreements and pay assessments; to subscribe for stock and bond privileges; and generally to exercise all rights of security holders. (f) To hold property unregistered or in the name of a nominee. - ~- ` (g) To mortgage, divide, alter, repair and improve real property and generally to exercise all rights of real estate ownership. (h) To distribute in cash, in kind, or partly in each, and to cause any share to be composed of cash, property, or undivided fractional shares in property different in kind from any other share. (i) To compromise claims by ar against the trust fund, including but not limited to tax issues and disputes, without order of court or consent of any party in interest and without regard for the effect of such compromise on any interest hereunder. -21- PEI176A RJW:wp 12/18/S7 (j) To borrow money and to pledge any real or personal property as security for the repayment thereof. (k} To buy real and personal property from the personal representatives of my estate, and to lend money to them upon such terms and conditions as my Trustee deems advisable, even if any of my personal representatives is also a Trustee of this Trust. (1) To apply income for the benefit of any incapacitated individual to whom income may or must be distributed for any reason during the period of incapacity. Income not so applied shall be accumulated, invested, and if not sooner applied, paid to such individual upon gaining capacity or to his or her personal representative if he or she dies before gaining capacity; provided that all income from the Qualified Terminable Interest Trust shall be paid ta, or applied for the benefit of, my said husband at least annually. _ (m) With respect to a principal share vesting in a beneficiary who, in the opinion of my Trustee, is incapacitated by reason of illness (mental or physical) when such share vests in him or her: to hold the share during his or her incapacity and to invest the share and all accumulations thereon; to apply so much of the income and principal as my Trustee deems advisable for such beneficiary's benefit Por any reason without considering other funds available to him or her; and to deliver the balance oP principal and income to the beneficiary at such time as he or. she gains capacity. In addition, at any time to pay the entire share to the guardian of the person or the estate of the incapacitated beneficiary to hold for his or her benefit. The receipt of a guardian or such other person as may be selected by my Trustee to receive $ distribution under this subparagraph shall be a full and complete discharge to my Trustee. (n) Whenever Trustee determines that the size of any trust does not warrant the cost of continuing it, or that its administration would be impractical for any other reason, to pay the principal without further responsibility to the persons then entitled to any income distributions thereunder in proportion to their respective shares of income, subject to the provisions of subparagraph (m); provided, however, that no Trustee shall participate in any decision to terminate any trust of which he or she is a current income beneficiary hereunder. (o) To pool the assets of all separate trusts hereunder for investment purposes, allocating to each such trust an undivided proportionate interest in the pooled assets. (p) To merge any trust hereunder with any other trust held by Trustee created by my said husband by Will or Deed, if the trusts are -22- PE1176A RJW:wp 12/18/87 Por the primary benefit of the same persons and contain substantially identical terms. (q) Unless a corporate fiduciary is then serving, to employ accountants, agents, investment counsel, brokers, bank or trust company to perform services for and at the expense of any trust or trusts hereunder for which such services are performed and to carry or register investments in the name of the nominee of such agent, broker, bank or trust company. The expenses and charges for such services shall be charged against principal or income or partly against each as my Trustee may determine. My Trustee is expressly relieved of any liability or responsibility whatsoever for any act or failure to act by, or for following the advice of, such accountants, agents, investment counsel, brokers, bank or trust company, so long as my Trustee exercises due care in their selection. The fact that a Trustee may be a member, shareholder or employee of any accounting, investment or brokerage firm, agent, or bank or trust company so employed shall not be deemed a conflict of interest. Any compensation paid pursuant to this subparagraph shall not affect in any manner the amount of or the right of my Trustee to receive commissions as a fiduciary. FOURTEENTH: Custodian under the Uniform Gifts to Minors Aet. I appoint the surviving parent of a descendant of mine under the age of twenty-one (21) receiving a principal share hereunder custodian for such descendant to receive such share under the Uniform Gifts to Minors Act of the state where such descendant resides. FIFTEENTH: Administrative Provisions. (s) A beneficiary's incapacity shall be determined solely by my Trustee. The incapacity of a beneficiary who is also a Tr'.:stee shall be determined solely by my other Trustee. No Trustee who is also a beneficiary hereunder, if incapacitated in the opinion of my other Trustee, shall participate in any decision to apply income for his or her benefit. (b) No Trustee hereunder shall participate in any decision to pay income or principal to or for the benefit of himself or herself or any individual whom he or she is legally obligated to support. -23- ?Eli7oA RJW:wp 12/18/87 (c) The receipt of any payee of a payment for the benefit of an incapacitated beneficiary shall be a complete discharge to my Trustee. Life Insurance. (s) My Trustee is not required to pay premiums or charges on life insurance policies. My Trustee may settle disputes under such policies, but is not required to sue on such policies unless my Trustee holds funds hereunder out of which my Trustee may be reimbursed against all expenses of .a+iit, including legal fees. (b) I release the life insurance companies from any responsibility to see to the execution of the trusts created by this Agreement of Trust or the application of the proceeds of the policies. (c) I reserve all rights now or hereafter vested in me under the life insurance policies subject hereto, including but not limited to the right to receive the proceeds of any policies which may mature and be payable before my death, the right to change beneficiaries; to borrow on the po~icies, to surrender policies and receive cash value thereof, to assign and pledge the policies for any loan, and to receive the dividends and all other payments available to the insured. SEVENTEENTH: Right to Amend or Revoke. I reserve the right at any time or times, by written instrument other than a Will lodged with my Trustee, to amend or revoke this Agreement of Trust in whole or in part, provided that the duties, powers and liabilities of my Trustee -24- PE1176A RJW:wp 12/18/87 shall not be substantially increased without my Trustee's written consent. I may add other property to this Trust and any other person may do the same, provided that my Trustee consents in writing to each such addition. EIGHTEENTH: Definitions. (a) The word "Trustee" when used in this Agreement of Trust shall include all genders and the singular and plural as the context may require. (b) The words "descendants," "grandchild" and "grandchildren" when used in this Agreement of Trust shall include adopted persons and their descendants. (c) The words "incapacitated" and "ineapnci`y" when used in thss Agreement of Trust shall refer to an inability to use funds by reason of age or illness (mental or physical). (d) When a "per stirpes" distribution of income or principal to a designated individuel!s descendants is provided for under this Agreement oP Trust, such income or principal shall be divided into as mapy equal shares as there are then living children of such individual and then deceased children represented by descendants then living, and each then living child shall receive one share, and the share of each deceased child shall be divided among his or her descendants in the same manner, repeating this pattern with respect to succeeding generations until all shares are determined. (e) Paragraph headings in this Agreement of Trust are used for reference only and shall not affect the meaning, construction or effect of this Agreement of Trust. -25- PE1176A RJW:wp 12/18/87 (f) All references in this Agreement of Trust to the Internal Revenue Code shall mean the Internal Revenue Code of 1986, as a^anded or reenacted, and all corresponding provisions oP any subsequent federal tax laws and regulations thereunder. NINETEENTH: Successor Trustee. (a) Upon my resignation or incapacity as trustee, or if neither occurs then upon my death, the successor trustee or trustees shall be: 1. DAUPHIN DEPOSIT BANK AND TRUST COMPANY, Harrisburg, Pennsylvania 17105, which shall automatically and immediately succeed to such office without the necessity of a formal written acceptance unless required by some interested party or applicshle law. 2. My husband, JOHN E. EBERLE, if he so elects by filing his written acceptance of such office with said corporate trustee within thirty days of my termination as trustee. (b) Any successor trustee shall be and is hereby relieved of all responsibility for my acts as trustee, ar.~ I waive an accounting as a condition precedent to the undertaking of such responsibility by the successor trustee. (c) I appoint each child of mine co-Trustee of the trusts for such child under Paragraphs FIFTH(a)2., SIXTH and SEVENTH. (d) I appoint each grandchild of mine co-Trustee of the trusts for such grandchild under Paragraphs SIXTH and SEVENTH upon such grandchild attaining age twenty-five (25). -26- PE1176A RJW:wp 12/18/87 (e) If my husband becomes a co-trustee, he shall reply in writing to any investment advice or action recom~*+~nded by said corporate trustee within twenty days of mailing or personal delivery thereof; upon his failure to respond the corporate trustee may act in accordance with such advice or elect to forego the recommended action if it deems that more prudent. Said corporate trustee shall have no liability for failure to obtain a response from said co-trustee without clear knowledge of his illness or absence from home. (f) The duties of my husband as a co-trustee shall terminate upon his resignation, incapacity or death, whichever event first occurs. (g) Compensation shad be paid to my corporate trustee as provided for in its standard fee schedule in effect from time to time as its services are performed, except as may otherwise be stipulated in a separate Pee agreement between the parties in interest. (h) A corporate trustee may resign at any time upon giving thirty days written notice to the then sui juris income beneficiary or beneficiaries. In such event a majority thereof shall, within such period, appoint in writing a substituted corporate trusteer.and such appointee shall succeed to ail ~~ of the rights, powers and duties of the fi sr t us ccessor.corporate trustee and be relieved of responsibility for the acts of all preceding trustees. (i) I hereby waive the posting of security by any corporate trustee and by my husband if he elects to become a successor co- trustee. -27- PE1176a RJW:wp 12/18/87 TWENTIETH: Situs; Applicable Law. This Trust has been accepted by Trustee ir. the Commonwealth of Pennsylvania, its situs shall be in that Commonwealth, and all questions pertaining to its validity, construction and administration shall be determined in accordance with the laws of that Commonwealth. Executed in duplicate December 2S 1987. In the presence of: s/ Christopher P.Marklev ~ v„+t, nT F},crl p (SEAL ) Ruth N. Eberle, as Setttlor Received and Accepted: s/ Christopher P.MarklPy q~ D••~~• ** ~'~-•~•-~~ (SEAL) Ruth N. Eberle, as Trustee -28- s PE1176A RJW:wp 12/18/87 COMMONWEALTH OF PENNSYLVANIA SS. COUNTY OF On the 29th day of December , 1987, before me, Lisa A. Miller , a Notary Public, personally appeared RUTH N. EHERLE, and in due form of law acknowledged the above instrument to be her act and deed and desired the same might be recorded as such. WITNESS my hand and notarial seal. s/ Lisa A. Mill Notary Public - ~ ° r ~ i ~ - ~ -- ~, 'i ~ I AATO RCAEY ~ --~ , ~ ,;~ ~ •~,x' .1s _, ~±.p `t FIRST ADDENDUM TO THE FIRST AMENDMENT TO AGREEMENT OF TRUST 7, RUTH N. EBERLE, of New Cumberland, PennsylvanLs, have entered in1.o an Agreement of Trust dated June 18, 1986, as amended by a First Amendment. to Agreement of Trust dated December l9, 198'7 (the Agreement of Trust and the First Amendment thereto hereafter referred t'~, aS t}:~ ""Agreement"j , :Sl ti• m Sell a5 Trustee, i`i,:i 21' ~- Paragraph SFVENTEEN'CH of the Agreement, I retained the right to amend or revoke tha_ Agreement in whole or in part by orri.tten instrument; other than a Will, lodged with the Trustee. Retaining the further right to so amend or revoke the Agreement, I hereby amend the Agreement as follows: 7.. I hereby revoke Paragraph FIFTH (a)2.D and in lieu thereof substitute the following Paragraph FIFTH (a)2.D: L~. Upon the death of any such child before the entire principal of his or her trust has been distributed, to pay the remaining principal to such creciitor.s of the child's estate, in such manner and shares, for such estates, or upon such trusts as such child may appoint in :,is or her last Wi11 by specific reference to this general power, and to add the.remain_ing principal not effectively so appointed to the Nonexempt GSTT Trust under Paragraph SEVENTH to be held under the ternts thereof as applied to circumstances then existing. - 1 - 2. I hereby revoke Paragraph SEVENTH (b)4. and in lieu thereof substitute the following Paragraph SEVENTH (b)4.: 4. Upon the death of such child, to pay the remaining principal to such creditors of the child's estate, in such manner and shares, for such estates, or upon such trusts as such child may appoint in his or her last Will by specific reference to this general power and, subject to subparagraph (c) below, to pay the principal not effectively so appointed to the then living descendants of such child, per stirpes; and in default of such descendants to my then living descendants, per stirpes, any additional share of a descendant of mine for whom a trust is then in existence under this paragraph to be added to such trust, to be held under the terms thereof as applied to circumstances then existing. 3. I hereby revoke Paragraph ELEVENTH and in lieu thereof substitute the following Paragraph ELEVENTH: ELEVENTH: Spendthrift Provision. Except for the general powers of appointment contained in Paragraphs FIFTH (a) 2.D and SEVENTH (b) 4., no beneficiary shall have the right or power to sell, assign, encumber or otherwise anticipate the principal or income which he may at any time be entitled to receive, and no such interest shall be taken by legal or equitable process in satisfaction of any debt or liability of such beneficiary while in the possession of the trustee, or prior to the actual distribution thereof to the beneficiary so entitled. 4. Except as herein modified, all terms and conditions of the Agreement shall remain in full force and effect. - 2 IN WITNESS WHEREOF, intending to be legally bound, Ruth N. Eberle, as Settlor, has executed this First Addendum to the First Amendment to Agreement of Trust in duplicate this ~ sZ day of 1989. Witness ''~~_ G~~ (SEAL) Ruth N. Eberle, Settlor The terms and provisions set forth in the foregoing First Addendum to the First Amendment to Agreement of Trust are hereby accepted and approved thhis ~ ~. day of '7"'-'-~.,E 1989. wL <~,ti*~~.-- ~J ~ ~'~c:tiL~c' (SEAL) Witness Ruth N. Eberle, Trustee - 3 - Commonwealth of Pennsylvania ) n ~ ) SS: County of J~~,u~w~-. ) me a Nota Ruth N. E person wh acknowledg contained. seal. On this, the o~~~ day of , 1989, before ry Public, the undersigned off' er, personally appeared berle, known to me (or satisfa orily proven) to be the ose name is subscribed to the within instrument, and ed that she executed the same for the purposes therein IN WITNESS WHEREOF, 2 hereunto set my hand and official N ary P blic My Commission Expires: (SEAL) N07ARIAL SEAL ... i KIMBERLY ~DUaNpy~, pt~lb CanMedon E~phu J1 Eq I