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HomeMy WebLinkAbout02-0219Register of Wills of Cumberland County, Pennsylvania PETITION FOR GRANT OF LETTERS Estate of Charles L. Stoup also known as Charles L. Stoup, Sr. , Deceased Social Security No. 268-05-4808 Petition~-(s), who is/are 18 years o[ age or okies, apply(les) for: (COMPLETE "A" OR "B" BELOW:) A. Probate and Grant of Letters and aver that Petitioner(s) is/are the executor named in the Last Will of the Decedent, dated April 21, 1997 and codicil(s) dated October 20, 1997, March 23, 1998, October 26, 1998 State relevant circumstances, e.g., renunciation, death of executor, etc. Except as follows, Decedent did not marry, was not divorced, and did not have a child born or adopted after execution of the documents offered for probate; was not the victim of a killing and was never adjudicated incompetent: B. Grant of Letters of Administration (c.t.a., d.b.n.c.t.a.: p6ndente lite; durante absenfla; durante minoritate) Petitioner(s) after a proper search has/have ascertained that Decedent left no Will and was survived by the following ipouse (if any) and heirs: Name Relationship Residence (COMPLETE IN ALL CASES:) Attach additional sheets if necessary. Decedent was domiciled at death in Cumberland . County, Pen. Dsylvania, ~,ith his/her last family or principal residence at 2825 Fairview Road, Camp Hill, PA 17011 (../'~ · c~. (.~x.r,,.~ ~(,t ~') (list street, number and municipality) ~} ~ Decedent, then 88 years of age, died February 19, 2002, at 2825 Fairview Road, Camp Hill, PA 17011 (Lccation) Decedent at death owned property with estimated values as follows: (If domiciled in PA) All personal property .................................... $ 500,000.00 (If not domiciled in PA) Personal property in Pennsylvania ......................... $ (If not domiciled in PA) Personal property in County .............................. $ Value of real estate in Pennsylvania ..................................................... $150,000.00 Total ....................................................... $ 650,000.00 Real Estate situated as follows: 2825 Fairview Road, Camp Hill, PA 17011 ............... Wherefore, Petitioner(s) respectfully request(s) the probate of the last Will and Codicil(s) presented with this Petition and the grant of letters in the appropriate form to the undersigned: Typed or printed name and residence Charles L. Stoup, Jr. 410 South Pitt Street Carlisle, PA 17013 Form RW-1 Page 1 of 2 (Dauphin County - Rev. 9/92) Oath of Personal Representative Commonwealth of Pennsylvania County of Cumberland The Petitioner(s) above-named swear(s) and affirm(s) that the statements in the foregoing Petition are true and correct to the best of the knowledge and belief of Petitioner(s) and that, as personal representative(s) of the Decedent' Petiti°ner(s) will well and truly administer the est.7~ ~ Sworn to and affirmed and subscribed before me this 2 7th day of '/ ~/ FEBRUARY M~ C LEWIS~ Estate of Charles L. Stoup ~ also known as Charles L. Stoup, Sr. Social Security No: 268-05-4808 AND NOW, FEBRUARY 28, side hereon, satisfactory proof having been presented before me, IT IS DECREED that Letters [] Testamentary [] of Administration arE; hereby granted to Charles L. Stoup, Jr. DECREE OF REGISTER Deceased Date of Death: February 19, 2002 ,2002, in consideration of the Petition on the reverse TESTAMENTARY (c.t.a.; d.b.n.c.t.; pendeote lite; durante abs~ltia; durante minodtate) in the above estate and that the instrument(s), if any, dated WILL:04-21-]997, 1st CODICIL:10-20-97 described in the Petition be admitted to probate and filed of record as the last Will of Decedent. FEES Letters ........................... $. 410.00 Short Certificate(s)..(10). $ 30.00 Renunciation .................. $ Affidavit ( ) ................. $ Extra Pages( ) ............ $ 24.00 Codicil ..........................$ 31.50 JCPFee ........................ $ ~_nn Inventory & Tax Forms... $ Other ............................$ TOTAL ................ $ 5nn ~0 called exec. on 2-28-2002 2ndCODICIL: 03-23-98, 3rdCODICSLt0~26a98 of Wills/- MARY C 'LEWL~Registe" Attorney: I.D. No: Address: Telephone: DATE FILED: E~o%~.q e r~s 41274 415 Fallowfield Rd. Suite 301 Camp Hill, PA 17011 717-612-5801 02-27-2002 Form RW-1 Page 2 of 2 (Dauphin County - Rev. 9/92) I:tis is to certify that the information here given is correctly copied from an original certificate of death duly filed with me as Local Registrar. The original certificate will be forwarded to the State Vital Records Office for permanent filing. WARNING: It is illegal to duplicate this copy by photostat or photograph. Fee for this certificate, $2.00 P 8030548 No. Local Registrar FEB [QQ2 Date ~ 144 Rev. 1/9 t COMMONWEALTH OF PENNSYLVANIA * DEPARTMENT OF HEALTH · VITAL RECORDS CERTIFICATE OF DEATH (Coroner) , Last) STA~'E FILE NUMBER Char i e s L . _ JSEX I SOCIAL SECURITY NUMBER It)ATE OF DEATH (Mo~I,. Day. Yea,) Cumberland ~c ~CEDENT'S ~ltl~ ADDRESS ipC~) OE~mNT'S 14. ~d~ ~8~ ~~ ~ RESI~ ITl. State p~ Did 17c.~ ~THER'S NA~E (F~. M~e. Last) 17b. ~N~N ~ ]m~] ~ township? 17~ No, ~e~l liv~ Gi~ S~o~ MOTHER'S NAME (F,,~. M~dle. Ma~en ~,~) "~' ~ ~ ~ ~ ~ ' c~y~ I~'. ~ ~h ~ ~e~n~ ~ffomState~ I(U~m.~Y.~) I~P~ ~"~ I,,~Feb~ 26,2002 ,,. ~11 ~nq ~ ~ ~ ~uar~0, 2002 / r.~.~.~:~}---~ ,. Atherosclerotic Cardiovascular Disease I COPD RERFORMED'~ A~AILA"LE P.IOR TO ~MATonEi hOFDall vNJz~UU aRrT T'"[ OF INa[.y NJURY 1, ~R[? .... '~ :~'~'""~ ~ ~' ~ ~' ~'"~'~'~ ..... ""~ .............................. '. ................. O //~/~ ~/ Coroner ~M~t~:~?~na~°rlnvI~lgItlon. lnmy~lnlon, deIth .... datt~t~e, date, a~p~e.~duetet~ .... {l) l"d ~ 6375 Basehore Road, Suite {1 REGIST~R'S S~N~URE ~O N R I =. Mechanicsbur~a. 17050 WILL OF CHARLES L. STOUP I, CHARLES L. STOUP, of Cumberland County, Commonwealth of Pennsylvania, make this my Last Will, hereby revoking any and all former wills or codicils made by me. ARTICLE ONE Payment of Last Expense~ I direct my Executors to pay the expenses of my last illness and my funeral expenses as soon as may be convenient after my death. ARTICLE TWO Tanqible Personal Property I give and bequeath said property as I may have provided in a memorandum kept with the original of this Will, or to the extent not so provided, to such of my children, CHARLES L. STOUP, JR., JAMES H. STOUP, and THOMAS B. STOUP, as are living on the sixty- first (61st) day after my death in such shares or by such items of approximately equal value as they may agree or, if they are unable to agree, as they may select by lot. Any such property not so selected shall be sold and the proceeds added to my residuary estate and passed under Article Three hereof. The cost of packing and shipping such property shall be charged against my estate as an expense of administration. ARTICLE THREE Residue Ail of the residue of my estate, excluding any property over which I have a power of appointment, I give to the then serving trustees under the CHARLES L. STOUP REVOCABLE TRUST AGREEMENT (hereinafter referred to as the "1997 Trust Agreement") executed prior to the execution of this Will, to be added to and to form a part of the trust estate held under the 1997 Trust Agreement, as amended at any time prior to my death, or, if the 1997 Trust Agreement is not in effect at the time of my death, to be held in trust on the same terms and conditions specified in the 1997 Trust Agreement as it existed at the time of the execution of this Will or of the last codicil hereto, with like effect as if said terms and conditions were set forth herein verbatim. ARTICLE FOUR Executors I appoint my son, CHARLES L. STOUP, JR., as Executor of this Will. If my son, or any successor individual Executor is unable or unwilling to serve or to continue to serve as an individual Executor, to appoint another individual or a bank as successor Executor. If my son is unable or unwilling to act or to continue to act as Executor of this Will, and a successor has not been appointed, I appoint my son, JAMES H. STOUP, as successor Executor. In addition to the powers conferred by law, my Executor shall have the following discretionary powers: ~9/~. Power to Retain Asset~. To retain as part of my estate any property received hereunder, without any duty of diversification. Section 2. Power to Invest. To invest and reinvest the principal of my estate in such stocks, bonds, mortgages, securities or other property, real or personal, without being limited to the classes of securities or investments in which fiduciaries are by law authorized to invest funds. ~_~. power to Deal With Assets. To sell, exchange, lease, encumber, option or otherwise dispose of all or any portion of my estate, real or personal, in such manner and upon such terms and conditions as are deemed advisable, and to make, execute and deliver any documents necessary to effectuate any powers herein granted. ~L~. ~owers. In connection with the making and filing of all income tax, estate, inheritance and other death tax, gift tax and other tax returns and the paying of such taxes, to make such elections, decisions, concessions and settlements, including extensions of time for the payment of any Federal estate taxes or other taxes due, as may be deemed proper, without liability to any person thereby affected, and without the necessity of making compensating adjustments. Section 5. Power to Distribute in Kind. To make distributions of my estate in cash, in kind, or partly in cash and partly in kind; and to make non-pro rata distributions in kind without consideration of the income tax basis of the assets distributed. Section 6. Allocation of E~penses and Receipt~. To determine, in a fiduciary capacity, how expenses of administration and receipts are to be apportioned between principal and income. ~~__/. Advance DistributioD~. To make advance distributions in an estimated amount to fund the respective trusts established under the 1997 Trust Agreement. Allocation of Generation-SkiDDina Transfer I direct my Executor to allocate my unused generation-skipping transfer ("GST") exemption under Section 2631 of the Code remaining after all allocations made by me (or by operation of law) to assets transferred by me during my lifetime, to the following transfers in the order of priority listed: (a) To all "direct skip transfers" (other than direct skip transfers caused by a disclaimer) that do not qualify for any other exemption or exclusion from the GST tax. (b) To the Exempt Family Trust portion of the CHARLES L. STOUP FAMILY TRUST, created under the 1997 Trust Agreement. (c) Thereafter, to other transfers as my Executor deems appropriate. Section 9. Real Estate and Proceeds. I do not wish to have the value of my estate reduced by its forced sale at my death. I therefore authorize my Executor to retain such real estate until such time as it can be sold for its fair market value and, if necessary in order to provide funds for the payment of any debts, expenses, estate taxes, inheritance taxes, transfer taxes and other taxes of a similar nature payable by reason of my death, I authorize my Executor to borrow money and for that purpose to mortgage any such real estate and to execute and deliver all notes, bonds, mortgages, and other instruments and to perform all acts necessary, proper or convenient in connection therewith, any and all such loans and mortgages to be made in the sole discretion of my Executor and for such amounts and upon such terms as my Executor deems proper. I authorize my Executor in his sole discretion, and without the necessity of petitioning any court for approval or confirmation, to sell at any time all or part of the real estate which I own at my death to any one or more of my children or their issue for such price and upon such terms and conditions as all of my surviving children may agree. ARTICLE FIVE Waiver of Bond I direct that no Executor named hereunder shall be required to give bond for the faithful performance of duty in any jurisdiction. ARTICLE SIX Source of Payment of Debts. ~enses and Taxes (a) Except as provided in paragraph (b), all federal estate taxes and all local, state and foreign estate, inheritance, transfer, legacy, succession and similar taxes payable by reason of my death upon the property constituting my gross estate for death tax purposes, whether or not such property passes under this Will, and all GST taxes (if any) payable at my death with respect to all transfers of property constituting direct skips (as defined in Section 2612(c) of the Code of which I am the transferor, other than any direct skip resulting from a disclaimer or to the extent that a GST exemption is claimed with respect thereto, and any interest and penalties on any of the same, together with all legally enforceable debts, costs of administration and other proper expenses paid by my Executors, shall be paid as provided in the 1997 Trust Agreement executed prior to the execution of this Will, as now existing or amended after the execution of this Will. To the extent any of these items directed to be paid from the 1997 Trust Agreement are not paid as provided above, they are to be paid from my residuary estate, without apportionment. (b) Any of such taxes identified in paragraph (a) above attributable to (1) qualified terminable interest property in which I may have a qualifying income interest for life, with the exception of any qualified terminable interest trust for which an election under Section 2652(a) (3) of the Code has been made in my wife's estate, (2) property not included in my estate for administration purposes and with respect to which a governing instrument directs the fiduciary or other legal owner thereof to pay from such property a share or portion of such taxes, (3) property over which I may have a power of appointment, which power was given by someone other than myself, (4) any GST tax except as otherwise specifically Provided under paragraph (a) above, or (5) any additional tax payable under Section 4950A(d) of the Code on any excess retirement accumulation, or any interest or penalties on any of the same, shall be apportioned and paid in the manner provided by law or in the manner provided in the 1997 Trust Agreement. With respect to any payment of tax imposed under Section 4980A(d) of the Code, my Executors shall be entitled, but not required, to recover such tax payment from the beneficiary receiving property on which the tax is imposed. ARTICLE SEVEN Interpretation of ~9_gJ~D_~. Singular and Plural; Use of Gender. Whenever used herein, the singular shall include the plural, the plural the singular and the use of any gender shall be applicable to all genders. Definitions. (a) Child, Children or Issue. Whenever the terms "child," "children" and "issue" are used herein, such terms shall exclude adopted children, regardless of the date of adoption. (b) Code. Whenever the term "Code" is used herein, such term shall mean the Internal Revenue Code of 1986, as amended. Section 3. Captions. The captions of articles and sections of this Will are for convenience of reference only and shall not affect the interpretation of this Will. ~_~D~. Governing Law. I hereby declare that I am a domiciliary of the Commonwealth of Pennsylvania and that the succession laws and other applicable laws of the Commonwealth of Pennsylvania shall control the interpretation of this Will and the ownership of any other property passing at the time of my death other than under this Will, and that no succession laws of any other nation or state shall have any applicability to this Will or the ownership of any other property passing at the time of my death other than under this Will. 5 IN WITNE8S WHEREOF, I have hereunto the original Df this Will only this ~f '~/ , 1997. s~ _my .kand and[. Signed, sealed, published and declared by the above-named CHARLES L. STOUP, as and for his Will in the presence of us and each of us, who, at his request, in his presence and in the presence of each other, have hereunto subscribed our names as witnesses thereto the day and year last above written. Residing at ACKNOWLEDGMENT AND AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA ) ) SSS and~ ~~c? 00m0~m , the Testator and the witnesses, respectively, whose names are signed to the attached or foregoing instrument, being first duly sworn, do hereby declare to the undersigned authority that the Testator signed and executed the instrument as his Last Will and that he signed willingly, and that he executed it as his free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of the Testator, signed the Will as witnesses and that to the best of their knowledge the Testator was at that time eighteen years of age or older, of sound mind and under no constraint or undue influence. SUBSCRIBED, sworn to and acknowledged before me by CHARLES L. STOUP, the Testator, witnesses, this 2} 5~ (Notarial Seal) N ....... a'. SeaJ AMn H. 8',itz, t, Jo,~ary M,t~C ~diCe Boro. Cur;'~:'~;d CoU~ 1~7.1 " ........ and subscribed and swo~ to before me by , and ~O~3t¢~/ t'~MOa~ , day of ,&(b~,'l , 1997. Notary Public FIRST CODICIL TO THE WILL OF CHARLES L. STOUP I, CHARLES L. STOUP, of Cumberland County, Pennsylvania, declare this to be the sole Codicil to my Last Will dated April 21, 1997. FIRST: Article Three of my Last Will is deleted in its entirety and is replaced with the following: ARTICLE THREE Residue All the residue of my estate, excluding any property over which I have a power of appointment, I give, devise, and bequeath as follows: (a) Two Hundred Thousand Dollars and 00/100 ($200,000.00) to GHF, Inc. as Trustee, IN TRUST NEVERTHELESS, for charitable, educational, scientific or civic uses, according to the plan known as The Greater Harrisburg Foundation (GHF) specifically for addition to or to establish the Charles L. Stoup Fund as an endowment fund~_of OHF in accordance with that letter of agreement between myself and GHF dated t~'~-f ~!/~)~ 1997, as amended. (b) The remaining residue of my estate to the then serving trustees under the CHARLES L. STOUP REVOCABLE TRUST AGREEMENT (hereinafter referred to as the "1997 Trust Agreement") dated April 21, 1997, to be added to and to form a part of the trust estate held under the 1997 Trust Agreement, as amended at any time prior to my death, or, if the 1997 Trust Agreement is not in effect at the time of my death, to be held in trust on the same terms and conditions specified in the 1997 Trust Agreement as it existed at the time of the execution of this Will or of the last codicil hereto, with like effect as if said terms and conditions were set forth herein verbatim. SECOND: In all other respects, I ratify, confirm and republish my Last Will dated April 21, 1997 together with this sole Codicil, as and for my Last Will. TNESSWHEREOF, I have hereunto hand and seal ~ -day set my this of ,1997. ~'~'HA~d_,ES L. ~'~OUP '~ Signed, sealed, published and declared by the above-named CHARLES L. STOUP, as and for his sole Codicil to his Will, in the presence of us and each of us, who, at his request, in his presence and in the presence of each other, have hereunto subscribed our names as wimesses thereto the day and year last above written. Wimess~: ~ Witness ACKNOWLED(3MENT AND AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA ) ) SS: COUNTY OF DAUPHIN ) We, CHARLES L. STOUP, /'T~nra/jc-t..¢ 0 ~5~'/x~4 and f,~,,~ ~. 'Z,e~le~ the Testator and the witnesses, respectively, x0fiose names are signed t° the at~ached 6r foregoing instrument, being first duly sworn, do hereby declare to the undersigned authority that the Testator signed and executed the instrument as the First Codicil to his Last Will and that he signed willingly, and that he executed it as his free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of the Testator, signed the First Codicil to his Will as witnesses and that to the best of their knowledge the Testator was at that time eighteen years of age or older, of sound mind and under no constraint or undue influence. Witne~ SUBSCRIBED, sworn to and acknowledged before me by CHARLES L. STOUP, the Testator, jand subscribed and sworn to before me by/r~,-~,-/'/~ ,g'/f,~/,a,~ , and .l/a~..~_. ~e.~A_ , witnesses, this .a.o,t--- day old <~c~ o'l~-- , 1997. Alvin H Blitz Notary Public ~ Harrisburg, Dauphin County [ ('Notar;~gl Se~tl) tMy Corem ssio. Ex~%Sep~ Notary Public · Member, Pennsylvania Association ot Notaries 142809.1 -2- SECOND CODICIL TO THE WILL OF CHARLES L. STOUP I, CHARLES L. STOUP, of Cumberland County, Pennsylvania, declare this to be the Second Codicil to my Last Will dated April 21, 1997. FIRST: Article Three of my Last Will as replaced by my First Codicil to my Last Will is deleted in its entirety and is replaced with the following: ARTICLE THREE Residue All the residue of my estate, excluding any property over which I have a power of appointment, I give, devise, and bequeath as follows: (a) Two Hundred Fifty Thousand Dollars and 00/100 ($250,000.00) to GHF, Inc. as Trustee, IN TRUST NEVERTHELESS, for charitable, educational, scientific or civic uses, according to the plan known as The Greater Harrisburg Foundation (GHF) specifically for addition to or to establish the Charles L. Stoup Fund as an endowment fund of GHF in accordance with that letter of agreement between myself and GHF dated October 20, 1997, as amended. (b) The remaining residue of my estate to the then serving trustees under the CHARLES L. STOUP REVOCABLE TRUST AGREEMENT (hereinafter referred to as the "1997 Trust Agreement") dated April 21, 1997, to be added to and to form a part of the trust estate held under the 1997 Trust Agreement, as amended at any time prior to my death, or, if the 1997 Trust Agreement is not in effect at the time of my death, to be held in trust on the same terms and conditions specified in the 1997 Trust Agreement as it existed at the time of the execution of this Will or of the last codicil hereto, with like effect as if said terms and conditions were set forth herein verbatim. SECOND: In all other respects, I ratify, confirm and republish my Last Will dated April 21, 1997 together with the First Codicil, and this Second Codicil as and for my Last Will. ?~~.~SS WHEREOF, I have hereunto set my hand and seal this , 1998. ~' day of ~ (SEAL) ..... HARLES L. ST~ Signed, sealed, published and declared by the above-named CHARLES L. STOUP, as and for his Second Codicil to his Will, in the presence of us and each of us, who, at his request, in his presence and in the presence of each other, have hereunto subscribed our names as witnesses thereto the day and year last abo~e written. Witness .... 0 Witness - ' ~, ACKNOWLEDGMENT AND AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA ) ) SS: COUNTY OF DAUPHIN ) We, CHARLES L. STOUP, (g.! .~O'~.t~,~t,~/,,;, and'-~x~-~'~cc. ~ I(~ig~ e Testator and the witnesses, respectively, whose names are~igned to the-attache~ or foregoing instrument, being lrn-st duly sworn, do hereby declare to the undersigned authority that the Testator signed and executed the instrument as the Second Codicil to his Last Will and that he signed willingly, and that he executed it as his free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of the Testator, signed the Second Codicil to his Will as witnesses and that to the best of their knowledge the Testator was at that time eighteen years of age or older, of sound mind and under no constraint or undue influence. ARLES L.~'fiOUP ' ' Witness Witness flember, Pennsylvania Association of Notaries t Nota,,al Seal SUBSCRIBED, sworn to and acknowledged before me by CHARLES L. STOUP, the Testator, and subscribed and sworn to before me by ~-~-~ t~; '~ro._; , witnesses, this ~r~ day of ~r,.{~ 1998. Alvin H. Blitz, Notary Public I Harrisburg, Dauphin County ! My Commission Expires Sept. 22, 2001 ~ Notary Public -2- THIRD CODICIL TO THE WILL OF CHARLES L. STOUP I, CHARLES L. STOUP, of Cumberland County, Pennsylvania, declare this to be the Third Codicil to my Last Will dated April 21, 1997 ("Last Will"). FIRST: I hereby revoke in their entirety my First Codicil to my Last Will dated October 2, 1997 and my Second Codicil to my Last Will dated March 23, 1998. SECOND: In all other respects, I ratify, confirm and republish my Last Will dated April 21, 1997. ,~I~N~__~NESS WHEREOF, I have hereunto set my hand and seal this ~ day of ~~ ae'~ , 1998. CHAP~ES ~.,. ST~P-- (SEAL) Signed, sealed, published and declared by the above-named CHARLES L. STOUP, as and for his Third Codicil to his Will, in the presence of us and each of us, who, at his request, in his presence and in the presence of each other, have hereumo subscribed our names as witnesses thereto the day and year last above written. Wiin~s~ - ' ' Witness ACKNOWLEDGMENT AND AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA ) ) SS: COUNTY OF DAUPHIN ) We, CHARLES L. STOUP, '~;~%~h {~'k. ~.l(_~l~,' and /~.~a~ ~axOCn, to~ , the Testator and the witnesses, respectively, whose names are signed to the attached or foregoing instrument, being fu'st duly sworn, do hereby declare to the undersigned authority that the Testator signed and executed the instrument as the Third Codicil to his Last Will and that he signed willingly, and that he executed it as his free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of the Testator, signed the Third Codicil to his Will as witnesses and that to the best of their knowledge the Testator was at that time eighteen years of age or older, of sound mind and under no constraint or undue influence. Wfiness .... SUBSCRIBED, sworn to and acknowledged before me by C~ARLES L. STOUP, the Testator,,an~ subscribed and sworn to before me by ~[L~-~ ~. '~ .I ('j&ll,7, and 2".~ ~ n~c,~ , witnesses, this ~-t\~ day of c3c~o'~-- , 1998. Alvin H. Blitz, Notary Public Harrisburg, Dauphin County (.~.J;)..~P-'~ My Commission Expires Sept. 22, 2001 Member, Pennsylvania Association of Notaries Notary Public (Notarial Seal) CERTIFICATION OF NOTICE UNDER RULE 5.6(a) Name of Decedent: Charles L. Stoup, Sr. Date of Death: February 19, 2002 Will No. Admin. No. 2002-00219 To the Register: I certify that notice of estate administration required by Rule 5.6(a) of the Orphans' Court Rules was served on or mailed to the following beneficiaries of the above-captioned estate on · Name Address Charles L. Stoup, Jr, Co-Trustee 410 South Pitt Street, Carlisle, PA 17013 Kurt Williams, Allfirst Trust, Co-Trustee 213 Market Street, Harrisburg, PA 1710] Thomas B. Stoup, Sr. 9956 SW 223 Terrace, Miami, FL 33190 James H. Stoup Four Schooner Ridge #7, Bath, ME 04530 Charles L. Stoup, Jr. 410 South Pitt Street, Carlisle, PA 17013 Notice has now been given to all persons entitled thereto under Rule 5.6(a). Signature ~ Elyse E. Rogers, Esquire Name 415 Fallowfield Road, Suite 301 jL · Camp Hill, PA 17011 ~'- Address (717) 612-5801 Telephone Personal Representative X Counsel for Personal Representative May 15, 2002 HERSHEY TRUST COMPANY ROBERT K. REITZEL VICE PRESIDENT AND TRUST OFFICER (717) 520-1109 rr¢itzel@hershcytrust, com Register of Wills of Cumberland County Cumberland County Courthouse High and Hanover Streets Carlisle, PA 17013 Re: Charles L. Stoup Estate Dear Mrs. Lewis: As Agent for the Executor of the Estate of Charles L. Stoup, we are pleased to enclose our trust company check in the sum of $60,000. The check represents a prepayment on account for PA inheritance transfer tax. We are asking for a credit of $63,157.89, the discount being $3,157.89. Charles L. Stoup expired on February 19, 2002. Sincerely, Vice President & Trust Officer RKR/lp Enclosure Elyse E. Rogers Charles L. Stoup, Jr. 100M^NsION RO^D E^s'r · P. O. Box445 · HERSHEY, PENNSYLV^NI^ 17033-0445 · (717)534-3225 · FAX(717)520-1111 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE BUREAU OF INDIVIDUAL TAXES DEPT. 280601 HARRISBURG, PA 17128-0601 RECEIVED FROM: PENNSYLVANIA INHERITANCE AND ESTATE TAX OFFICIAL RECEIPT NO. REV-1162 EX(11-96) CD 001183 ROGERS ELYSE E 415 FALLOWFIELD ROAD SUITE 102 CAMP HILL, PA 17011-4906 ........ fold ESTATE INFORMATION: SSN: 268-05-4808 FILE NUMBER: 2102-021 9 DECEDENT NAME: STOUP CHARLES L DATE OF PAYMENT: 05/16/2002 POSTMARK DATE: 00/00/0000 COUNTY: CUM BERLAN D DATE OF DEATH: 02/19/2002 ACN ASSESSMENT CONTROL NUMBER AMOUNT 101 $60,000.00 REMARKS: TOTAL AMOUNT PAID: HERSHEY TRUST COMPANY C/O ELYSE ROGERS ESQUIRE $60,000.00 SEAL CHECK//054226 INITIALS: JA RECEIVED BY.' MARY C. LEWIS REGISTER OF WILLS REGISTER OF WILLS IN RE: TRUST UNDER AGREEMENT, THE CHARLES L. STOUP FAMILY TRUST, CHARLES L. STOUP, SR. GRANTOR : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, :PENNSYLVANIA : ORPHANS' COURT DIVISION : : NO. 2002'00219 ORDER Upon consideration of the Petition to Construe Ambiguous Trust Provision of the Charles L. Stoup Family Trust Pursuant to Section 711(2) of the Pennsylvania Probate, Estates and Fiduciaries Code and any opposition thereto, the Court hereby construes the Charles L. Stoup Family Trust as requiring: The Exempt Share Trust set aside "for the issue of each child of Grantor who at that time is deceased" be construed as a share to be set aside for all of the then living grandchildren of the Grantor, on a per capita basis. o Upon the death of each child of Grantor who survived Grantor, the Exempt Share Trust set aside for those individuals shall be distributed, on the death of each child, on a per capita basis among all of Grantor's grandchildren. o Each separate share as so calculated shall be administered and distributed as provided in the Agreement of Trust. Further, the Court finds that the relief requested by this Petition may be approved without the appointment of a trustee or guardian adIitem for unborn minor and unascertained beneficiaries, as the interest of those beneficiaries are adequately represented by beneficiaries who are suijuris. BY THE COURT: IN RE: TRUST UNDER AGREEMENT, THE CHARLES L. STOUP FAMILY TRUST, CHARLES L. STOUP, SR. GRANTOR ·IN THE COURT OF COMMON PLEAS ·CUMBERLAND COUNTY, ·PENNSYLVANIA ]~UG 1 6 2002 ·ORPHANS' COURT DIVISION · NO. 2002-00219 PETITION TO CONSTRUE AMBIGUOUS PROVISIONS OF THE CHARLES L. STOUP FAMILY TRUST PURSUA~TO ~ SECTION 711(2) OF THE PENNSYLVANIA PROBATE,i''-: ESTATES AND FIDUCIARIES CODE ~.~.: TO THE HONORABLE, THE JUDGES OF SAID COURT: The Petition of Charles L. Stoup, Jr., Co-Trustee of the above capt~ed Trust, who respectfully represents that: Charles L. Stoup, Sr. (the "Grantor"), a resident of Cumberland County, Pennsylvania died on February 19, 2002. The Last Will and Testament of Grantor dated April 21, 1997 (the "Will") and Codicils to the Will dated October 20, 1997, March 23, 1998, and October 26, 1998 were duly admitted to probate by the Register of Wills of Cumberland County, Pennsylvania, and Charles L. Stoup, Jr. (the "Petitioner") was appointed executor of Grantor's estate on February 28, 2002. Article Three of the Grantor's Last Will and Testament provided that the residue of his estate was to be paid to the Trustees serving under the Charles L. Stoup Revocable Trust Agreement. Charles L. Stoup served as initial Trustee of the Charles L. Stoup Revocable Trust. Petitioner, Charles L. Stoup, Jr. and Dauphin Deposit Bank and Trust Company, now Allfirst Trust Company of Pennsylvania, N.A., are appointed Co-Trustees pursuant to Article Seven, Section 1 of the Charles L. Stoup Revocable Trust, a true copy of which is attached hereto and made a part hereof as Exhibit "A". 5. At the time of Grantor's death, he was survived by three children: o o ° 10. 11. Charles L. Stoup, Jr. Thomas B. Stoup, Sr. James H. Stoup One child of Grantor, Douglas Dandridge, predeceased him. At the time of Grantor's death, he was survived by five of Douglas Dandridge's children: Douglas B. Dandridge, II Adam B. C. Dandridge Anne D. Dandridge Deborah A. Dandridge Susan Stoup McDonald Exhibit "B" sets forth the names, addresses and birth dates of Grantor's surviving children and grandchildren. All of Grantor's living children are sui juris. All of Grantor's living grandchildren are sui juris except for Andrea D. Stoup who is 16 years of age, and Elizabeth D. Stoup who is 14 years of age, daughters of the Petitioner, Carlisle- Ann Chenault Stoup, who is 12 years of age, and Thomas Stoup, Jr., who is 17 years of age, son and daughter of Thomas B. Stoup, Sr. Grantor was not survived by any other issue. The Trust Agreement provides, inter alia, that after the death of Grantor, the assets subject to the Trust Agreement are to be divided into two fractional shares. One share is a generation-skipping trust, and the other is not. Trust Agreement at Article Three, Section I (b). These two shares are referred in the Trust Agreement as the Exempt Family Trust and the Nonexempt Family Trust. Id. Article Three, Section 2, provides as follows: Section 2. Trusts for Grantor's Children and Their Issue. Upon Grantor's death, the remaining principal and accumulated Income of the Exempt Family Trust shall be divided into separate equal shares so that there shall be one (1) share for each child of Grantor who is living at that time and one (1) share for the issue of each child of 2 12. 13. 14. 15. Grantor who at that time is deceased but represented by living issue. (Each separate share created hereunder which was originally part of the Exempt Family Trust shall be referred to as an "Exempt Separate Share"). Upon Grantor's death, the remaining principal and accumulated Income of the Nonexempt Family Trust shall be divided into separate equal shares so that there shall be one (1) share for each child of Grantor who is living at that time and one (1) share for the issue of each child of Grantor who at that time is deceased but represented by living issue. (Each separate share created hereunder which was originally part of the Nonexempt Family Trust shall be referred to as a "Nonexempt Separate Share".) Each Exempt Share Trust set aside for a child of Grantor is to benefit the Grantor's child for life. Trust Agreement at Article Three, Section 2(a)(i). Upon the death of Grantor's child, Article Three, Section 2(a)(ii) provides as follows: (ii) Upon the death of a child, the remaining principal of the Exempt Separate Share Trust attributable to such child together with any undistributed Income thereon, shall be divided into separate equal shares so that there shall be one (1) share for each of Grantor's grandchildren who is living at that time. Each such share shall be held in a separate share trust for the benefit of such grandchild to whom it is attributable to be administered and distributed as provided in subparagraph (c)(ii) below. Article Three, Section 2Co) provides that each share of the Nonexempt Family Trust set aside for a living child of Grantor is to be held in a separate trust. Each child has an unlimited right to withdraw principal from his Nonexempt Share Trust created from the Nonexempt Family Trust. See Article Three, Section 2Co)(iii). If a child of Grantor died before his Nonexempt Share Trust terminated, Grantor's child has a general power of appointment over 16. 17. 18. 19. the assets in the trust. To the extent the general power of appointment is not exercised, the trust agreement provides that the Nonexempt Share Trust is to "be held in trust for the benefit of said child's surviving issue..." Article Three, Section 2(c) governs the administration of the Exempt Share Trust established for grandchildren. The introduction to subparagraph (c) provides as follows: (c) Exempt Share Trusts for Grandchildren. Each Exempt Separate Share set aside for the then living issue of a deceased child of Grantor or the remainder of any Exempt Separate Share trust created under paragraph (a) above shall be divided into separate equal shares so that there shall be one (1) share for each of said child's children who is living at that time and one (1) share for the issue of each grandchild who at that time may be deceased but represented by living issue. Section 2(a)(ii), Section 2(b)(iv) and Section 2(c) are inconsistent in that it appears that Grantor's grandchildren ultimately take a per capita share of each Exempt Share Trust, created for a living child of Grantor. However, should any of Grantor's children have predeceased him (as was the case), the issue of a deceased child of Grantor also receives a per stirpital share of an Exempt Share Trust. However, the introductory language to Article Three, Section 2(c) suggests these shares were to be per stirpital shares. Petitioner believes that Grantor intended for each Exempt Share Trust to be distributed (either immediately in the case of a share set apart for a deceased child of Grantor, or on the death of each child who survived Grantor) on a per capita basis among all of Grantor's grandchildren. Petitioner believes that it is not necessary to appoint a trustee or guardian ad litem for unborn or unascertained beneficiaries of the Charles L. Stoup Family Trust, as their interest will be adequately represented by those beneficiaries who are sui juris and who will receive notice of these proceedings, and who have consented and joined in the relief requested by this Petition. 4 20. Consents and Joinders of Charles L. Stoup, Jr., Thomas B. Stoup, Sr., James H. Stoup, Charles L. Stoup, III, Mark D. Stoup, David B. Stoup, Natalie Stoup, Douglas Stoup, Douglas Bates Dandridge II, Adam Briar Carlisle Dandridge, Anne Douglas Dandridge, Deborah Airen Dandridge and Susan Stoup McDonald are attached hereto as Exhibit WHE-REFORE, the Trustee asks that the Court resolve the ambiguity set forth in Article Three by construing the Trust Agreement as requiring: The Exempt Share Trust set aside "for the issue of each child of Grantor who at that time is deceased" be construed as a share to be set aside for all of the then living grandchildren of the Grantor, on a per capita basis. o Upon the death of each child of Grantor who survived Grantor, the Exempt Share Trust set aside for those individuals shall be distributed, on the death of each child, on a per capita basis among all of Grantor's grandchildren. o Each separate share as so calculated shall be administered and distributed as provided in the Agreement of Trust. Dated: KEEFER WOOD ALLEN & RAHAL, LLP By: ~_\~ ~ ,~~.~.~ Ely se E. _~'~rs~-Esqui~ Attorney bio. 41274 ~ Elizabeth J. Goldstein, Esquire Attorney No. 73779 415 Fallowfield Road, Suite 301 Camp Hill, PA 17011-4906 Attorneys for Petitioner CHARLES L. STOUP REVOCi%BLE TRUST I%GREEMENT This is the CHARLES L. STOUP REVOCABLE TRUST AGREEMENT dated Apr~ o~ , 1997 (the "Agreement"), by and between CHARLES L. STOUP, of Cumberland County, Pennsylvania, (who is hereinafter referred to as "Grantor"), and CHARLES L. STOUP, (who together with and any additional or successor Trustees are hereinafter collectively referred to as "Trustees"). ARTICLE ONE Trust Estate Grantor has transferred and delivered to Trustees the property listed on Schedule "A" attached hereto and made a part hereof, and may cause certain property to be made payable to Trustees by beneficiary designation. Grantor may also transfer and deliver to Trustees additional property acceptable to Trustees. Trustees shall hold all such property delivered to them by Grantor or made payable to them by beneficiary designation or Will as a Trust~ Estate, shall invest the same and shall distribute the net income (hereinafter called "Income") and principal under the terms of this Agreement. ARTICLE TWO Durinq Grantor's Lifetime Trustees shall pay to or apply for the benefit of Grantor (without obligation to any guardian who may be appointed for Grantor) whatever sums from the Income or principal of the Trust Estate that Trustees in their discretion deem necessary or advisable for Grantor's health, support, and maintenance, taking into consideration the standard of living to which Grantor is presently accustomed. Any undistributed Income in any calendar year shall be accumulated and added to principal and invested as such. Trustees are authorized to provide for the finest available support and health care of Grantor, even if this leaves no assets of the Trust Estate remaining for other beneficiaries. No individual Trustee (other than Grantor) may participate in any decision to make a distribution from the Trust Estate that would discharge a legal support obligation of that individual. ARTICLE THREE Trust for Grantor's Family Section 1. Creation of Trust. Upon the death of Grantor, the remainder of the Trust Estate, shall be held by Trustees as the C~%R~ES L. STOUP FAMILY TRUST subject to the provisions hereinafter set forth: (a) Trustees are authorized in their discretion to Pay to Grantor's personal representative from the principal of this Trust, the amount which said personal representative shall request in writing to supplement Grantor's estate in order to discharge in full the death taxes and administration expenses therefrom. (b) Grantor directs Trustees to divide the C~AR~ES L. STOUP FAMILY TRUST into two fractional shares, one share to be known as the "Exempt Family Trust" and the other share to be known as the "Nonexempt Family Trust." The Exempt Family Trust shall be funded with an amount equal to Grantor's unused generation-skipping transfer exemption and shall be determined by applying the following fraction to the C~%RL~S L. STOUP FAMILY TRUST, valued and composed of as finally determined for federal estate tax purposes: The numerator of the fraction shall be an amount equal to the generation-skipping transfer exemption (as provided in Section 2631 of the Code) not allocated (or deemed to be allocated) to other property by or for Grantor during his life or at my death; and the denominator of the fraction shall be the value of the CHARLES L. STOUP FAMILY TRUST as finally determined for federal estate tax purposes. (c) The assets of the CHARLES L. STOUP FAMILY TRUST which are not allocated to the Exempt Family Trust shall be allocated to the Nonexempt Family Trust. (d) Assets shall be allocated to the Exempt Family Trust in such a manner that the Exempt Family Trust and Nonexempt Family Trust shall share ratably in the appreciation or depreciation in the value of the CHARLES L. STOUP FAMILY TRUST. (e) To the extent consistent with Trustees' fiduciary obligations, Trustees, in making distributions of income or principal under the provisions of this Article, shall take advantage of the opportunities provided by the creation of separate subtrusts to avoid or delay the imposition of generation-skipping transfer tax when making distributions, and to maximize the amount of principal that eventually may be distributed to Grantor's grandchildren or more remote issue without transfer tax of any kind at the termination of all trusts created under this Agreement. -2- (f) Grantor recognizes that the numerator of the fraction set forth above in this Paragraph may be Zero (0), in which case no property shall be allocated to the Exempt Family Trust. Grantor also recognizes that the numerator of such fraction may be equal to or greater than the denominator, in which case the entire CHARLES L. STOUP FAMILY TRUST shall be allocated to the Exempt Family Trust. (g) Except as otherwise provided and subject to any of the foregoing payments for taxes and expenses, the Income and principal of each Trust under this Article shall be held, administered and distributed as follows: Section 2. Trusts for Grantor's Children and Their Issue. Upon Grantor's death, the remaining principal and accumulated Income of the Exempt Family Trust shall be divided into separate equal shares so that there shall be One (1) share for each child of Grantor who is living at that time and One (1) share for the issue of each child of Grantor who at that time is deceased but represented by living issue. (Each separate share created hereunder which was originally part of the Exempt Family Trust shall be referred to as an "Exempt Separate Share") Upon Grantor's death, the remaining principal and accumulated Income of the Nonexempt Family Trust shall be divided into separate equal shares so that there shall be One (1) share for each child of Grantor who is living at that time and One (1) share for the issue of each child of Grantor who at that time is deceased but represented by living issue. (Each separate share created hereunder which was originally part of the Nonexempt Family Trust shall be referred to as a "Nonexempt Separate Share") The Income and principal of the said separate shares shall be held, administered and distributed as follows: (a) Exempt Share Trusts for Children. Each share of the Exempt Family Trust set aside for a then living child of mine shall be held in a separate trust hereunder, the Income and principal of which shall be disposed of as follows: (i) Trustees shall distribute to such child during his or her lifetime, all of the Income of his or her separate share trust in annual or more frequent periodic installments. (ii) Upon the death of a child, the remaining principal of the Exempt Separate Share trust attributable to such child together with any undistributed Income thereon, shall be divided into separate equal shares so that there shall be One (1) share for each of Grantor's grandchildren who is living at that time. Each such share shall be held in a separate share trust for the benefit of such grandchild to whom it is attributable to be administered and distributed as provided in subparagraph (c) (ii) below. (b) Nonexempt Share Trusts for Children. Each share of the Nonexempt Family Trust set aside for a then living child of mine -3- shall be held in a separate trust hereunder, the Income and principal of which shall be disposed of as follows: (i) Trustees may distribute to such child, all or any portion of the Income as the Outside Trustee, in its absolute discretion, may deem advisable. Any of the Income which is not so distributed in any calendar year shall be accumulated and added to principal and invested as such. (ii) Trustees may also distribute to such child, from time to time, such portion of the principal of his or her trust as the Outside Trustee, in its absolute discretion, may deem advisable for such child's health, maintenance, support and education. (iii)Additionally, upon the creation of a Nonexempt Separate Share trust hereunder for a then living child of Grantor, such child shall have the right to withdraw all of the principal of such trust and upon complete withdrawal the said separate share trust shall terminate. This right of withdrawal shall be a privilege which may be exercised only voluntarily and shall not include an involuntary exercise. (iv) Upon the death of a child prior to complete withdrawal of his or her Nonexempt Separate Share trust, the remaining principal, if any, of such trust shall be transferred and delivered to or for the benefit of such one or more persons, corporations or other organizations, inclusive of his creditors, his estate and creditors of his estate, in such amounts and subject to such trusts, terms and conditions as such child shall appoint by specific reference in his or her Will to this general power. The remaining principal of the Nonexempt Separate Share trust, to the extent not so appointed by Will, shall be held in trust for the benefit of said child's surviving issue as provided in paragraph (c) below. If there are no issue of said child living at that time, such then remaining principal shall be delivered to Grantor's issue who are living at that time, such issue to take per stirpes; provided, however, that the share of any Nonexempt Separate Share trust then accruing to the beneficiary of any other existing Nonexempt Separate Share trust created under this Agreement shall be added to that trust and held, administered and distributed as though an original part thereof; and provided further, that any share of a Nonexempt Separate Share trust attributable to any grandchild of Grantor for whom there is no Nonexempt Separate Share trust then existing under this Agreement shall be held in a separate trust for the benefit of such grandchild to be administered and distributed as provided in paragraph (c) (ii) below. (c) Exempt Share Trusts for Grandchildren. Each Exempt Separate Share set aside for the then living issue of a deceased child of Grantor or the remainder of any Exempt Separate Share trust created under paragraph (a) above shall be divided into separate equal shares so that there shall be One (1) share for each -4- of said child's children who is living at that time and One (1) share for the issue of each grandchild who at that time may be deceased but represented by living issue. The Income and principal of the said separate shares shall be distributed as follows: (i) Each such share set aside for the then living issue of a deceased grandchild shall be distributed to such issue, per stirpes, subject to the minor beneficiary provisions contained in Article Four hereof. (ii) Each such share set aside for a then living grandchild shall be held in a separate trust for such grandchild who is then living and administered and distributed as herein provided. During the existence of said separate share trust, Trustees shall distribute to or for the benefit of such grandchild, all of the Income to such grandchild in convenient installments but not less than quarter-annually. After said grandchild attains his or her twenty-fifth (25m) birthday (or upon the funding of his or her separate share trust in the case of a grandchild who has heretofore attained said age), Trustees may also distribute to or for the benefit of such grandchild some of the principal, at suc~ times and in such proportions as the Outside Trustee, in its sole discretion, after taking into account all other sources of income or support and the assets available to such grandchild, shall deem advisable to provide for his or her health, support, maintenance and education. After said grandchild attains his or her twenty~ fifth (25m) birthday (or upon the funding of his or her separate share trust in the case of a grandchild who has heretofore attained said age), he or she shall have the right to withdraw all of the then remaining principal of such separate share trust and upon complete withdrawal the said separate share trust shall terminate. Upon the death of a grandchild for whom such a separate share trust exists, the remaining principal, if any, of such separate share trust, together with any accrued and undistributed Income thereon, shall be transferred and delivered to or for the benefit of such one or more persons, corporations or other organizations exclusive of the grandchild, his or her creditors, his or her estate and creditors of his or her estate, in such amounts and subject to such trusts, terms and conditions as said grandchild may appoint by specific reference in his or her Will to this special power. To whatever extent the then remaining principal, together with any accrued or undistributed Income thereon, of such separate share trust is not effectively appointed by said grandchild pursuant to the foregoing special power to appoint by Will, it shall be dis- tributed among the issue of such grandchild who are living at that time, such issue to take per stirpes, subject to the provisions contained in Article Four; if there are no issue of such grandchild living at that time, such then remaining principal and undistributed Income thereon, such then remaining principal shall be delivered to the issue of Grantor who are living at that time, such issue to take per stirpes; provided, however, that the share then accruing to the beneficiary of any other existing separate share trust created under this Agreement shall be added to that -5- trust and held and distributed as though an original part thereof; and provided further that any share attributable to a grandchild of Grantor for whom there is no separate share trust then existing under this Agreement shall be held in a separate trust for the benefit of such grandchild to be administered and distributed as provided in this paragraph (c) (ii). (d) Nonexempt Share Trusts for Grandchildren. Each Nonexempt Separate Share set aside for the then living issue of a deceased child of Grantor or the remainder of any Nonexempt Separate Share trust created under paragraph (b) above shall be divided into separate equal shares so that there shall be One (1) share for each of said child's children who is living at that time and One (1) share for the issue of each grandchild who at that time may be deceased but represented by living issue. The Income and principal of the said separate shares shall be distributed as follows: (i) Each such share set aside for the then living issue of a deceased grandchild shall be distributed to such issue, per stirpes, subject to the minor beneficiary provisions contained in Article Four hereof. (ii) Each such share (also referred to as an "Nonexempt Separate Share") set aside for a then living grandchild shall be held in a separate trust for such grandchild who is then living and administered and distributed as herein provided. During the existence of said separate share trust, Trustees shall distrib- ute to or for the benefit of such grandchild, all of the Income to such grandchild in convenient installments but not less than quarter-annually. Trustee shall not distribute any principal to such grandchild prior to such grandchild attaining age twenty-five (25). After said grandchild attains his or her twenty-fifth (25~) birthday (or upon the funding of his or her separate share trust in the case of a grandchild who has heretofore attained said age), Trustees may also distribute to or for the benefit of such grandchild some of the principal, at such times and in such proportions as the Outside Trustee, in its sole discretion, after taking into account all other sources of income or support and the assets available to such grandchild, shall deem advisable to provide for his or her health, support, maintenance and education. After said grandchild attains his or her twenty-fifth (25~) birthday, he or she shall have the right to withdraw all of the then remaining principal of such separate share trust and upon complete withdrawal the said separate share trust shall terminate. This right of withdrawal shall be a privilege which may be exercised only voluntarily and shall not include an involuntary exercise. Upon the death of a grandchild for whom such a separate share trust exists, the remaining principal, if any, of such separate share trust shall be transferred and delivered to or for the benefit of such one or more persons, corporations or other organizations inclusive of his or her creditors, his or her estate and creditors of his or her estate, in such amounts and subject to -6- such trusts, terms and conditions as said grandchild may appoint by specific reference in his or her Will to this general power. To whatever extent the then remaining principal, together with any accrued or undistributed Income thereon, of such separate share trust is not effectively appointed by said grandchild pursuant to the foregoing power to appoint by Will, it shall be distributed among the issue of such grandchild who are living at that time, such issue to take per stirpes, subject to the provisions contained in Article Four; if there are no issue of such grandchild living at that time, such then remaining principal shall be delivered to the issue who are living at that time of the parent of such grandchild who was a child of Grantor, such issue to take per. stirpes; if there are no issue of such parent living at that time, such then remaining principal shall be delivered to the issue of Grantor who are living at that time, such issue to take per stirpes; provided, however, that the share then accruing to the beneficiary of any other existing Nonexempt Separate Share trust created under this Agreement shall be added to that trust and held and distributed as though an original part thereof; and provided further that any share attributable to a grandchild of Grantor for whom there is no Nonexempt Separate Share trust then existing under this Agreemen~ shall be held in a separate trust for the benefit of such grandchild to be administered and distributed as provided in this paragraph (d) (ii). Section 3. Ultimate Distribution. If any amount held in trust hereunder remains undistributed under the foregoing provisions, then following the death of the last beneficiary who was the issue of the Grantor, the Trustees shall immediately terminate said Trust and distribute such amount to the Grantor's Personal Representative. ARTICLE FOUR Minor Beneficiaries If any beneficiary who is entitled to receive absolutely and free of trust a share of the principal of any trust created hereunder is under the age of Twenty-One (21) years (hereinafter referred to as a "minor"), Trustees are hereby authorized and empowered to hold and manage such share for the benefit of such minor during his or her minority, but this authority shall be construed as a power only and shall not operate to suspend the absolute ownership thereof by such minor nor to prevent the absolute vesting thereof in such minor. During the minority of any such beneficiary, Trustees may accumulate all or any part of the Income from such beneficiary's share or pay so much thereof, together with such amounts of the principal of such beneficiary's share, as Trustees, in their sole discretion, shall deem necessary or advisable for such beneficiary's health, support, maintenance and education. If any such beneficiary should die during his or her minority, Trustees are authorized, in their sole discretion, to pay part or all of such beneficiary's funeral expenses, and the -7- remaining principal of such beneficiary's share as it is then constituted shall be paid to the persons entitled to such beneficiary's personal estate. ARTICLE FIVE Other Provisions Affectinq Trusts Section 1. Disbursements to or for the Benefit of Minors. In the disbursement of funds directed to be paid under Articles Three and Four hereof to or for the use and benefit of any beneficiary who is a minor or who may be incapacitated, Trustees may make distributions, whether of Income or principal, to any person under the age of Twenty-One (21) or to any incapacitated person according to the terms of this Agreement by making distributions directly to that person whether or not that person has a guardian; to the parent, guardian, or spouse of that person; to a custodial account established by Trustees or others for that person under an applicable Uniform Gifts (or Transfers) To Minors Act; to a sequestered account; to any adult who resides in the same household with that person or who is otherwise responsible for the care and well-being of that person; or by applying any distribution for the benefit of that person in any manner Trustee deems proper. The receipt by the person to whom payment is made will constitute full discharge of Trustees with respect to that payment. Section 2. Accrued Income. Upon the death of any Income beneficiary, any Income accrued or received by Trustees subsequent to the last Income payment date shall be paid to the person or persons for whose benefit the principal producing such Income is continued in trust or to whom such principal is distributed under the terms hereof. Section 3. Stock Dividends. Corporate distributions received in shares of the distributing corporation shall be allocated to principal, regardless of the number of shares and however described or designated by the distributing corporation. Section 4. Spendthrift Provision. During the continuance of any of the trusts created under this Agreement the principal sums thus held in trust for the beneficiaries, respectively, and the Income thereof shall not be subject to or liable for any contracts, debts, engagements, liabilities or torts of such beneficiaries, or any of them, now or hereafter made, contracted, incurred or committed, but shall be absolutely free from the same, and the beneficiaries of any trust shall have no power to sell, assign, or encumber all or any part of the said principal sums or their interest therein respectively, or the Income thereof, or to anticipate the said Income. If any anticipation, assignment or transfer, whether voluntary or involuntary, or by operation of law, shall be made or attempted by or against any beneficiary of any trust, all further payments to said beneficiary of Income or principal of the trust shall be -8- suspended for such period of time or indefinitely (but in no case for longer than the term of the trust) as Trustees shall determine and, in lieu of such payments, Trustees may apply so much of the Income or principal of the Trust, or both, as Trustees may deem necessary for the health, support, maintenance and education of said beneficiary, and all Income of the trust not so applied shall, in the uncontrolled discretion of Trustees, be accumulated and added to the principal of the trust fund at such time or times as Trustees may deem proper. Section 5. Rule Aqainst Perpetuities. Notwithstanding anything in this Agreement to the contrary, if any trust created hereunder shall violate any applicable rule against perpetuities, or any similar law, such trust shall not continue beyond the period of the limitations of such rule or law, and thereupon, such trust shall terminate and the property held in such trust shall be distributed to the beneficiary or beneficiaries then eligible or entitled to receive the income thereof, and if there is more than one beneficiary, in the proportion in which they are beneficiaries or if no proportion is designated in equal shares to such beneficiaries. ARTICLE SIX Trustee Powers Trustees shall have the following rights and powers exercisable without court approval, in addition to and without limiting the usual rights and powers vested in a trust fiduciary; provided, however, that all of such powers are exercisable only by Trustees in a fiduciary capacity and no individual Trustee shall have any power to make distributions for the purpose of discharging any legal obligation he or she may have. Section 1. Power to Retain Assets Held at Death. Trustees may retain as an investment without any duty of diversification, all property, real or personal, received in kind from Grantor or from his estate. Section 2. Power to Retain Cash. Trustees may hold in the form of cash, awaiting distribution or desirable investments, such portion of the funds held in trust hereunder as at any time and from time to time Trustees in their discretion deem advisable. Section 3. Investment Powers. Trustees may invest and reinvest the principal held in trust, together with any Income accumulated thereon, in such stocks, bonds, mortgages, securities or other property, real or personal, as they deem advisable without being limited to the classes of securities or investments in which trust fiduciaries are authorized by law to invest trust funds. Section 4. Power to Use Nominee. Trustees may register or carry any investments held by them hereunder in their own name -9- or in the name of a nominee or nominees, including that of the corporate Trustee, a clearing corporation, a depository, in book entry form, or to retain any such investment unregistered or in a form permitting transfer by delivery; provided, however, that all such investments shall be so designated upon the records of such Trustees that the trust to which they belong shall appear clearly at all times. Section 5. Power to Sell Real Estate. Trustees may from time to time sell any and all real estate held hereunder, at public or private sale, for such prices and upon such terms as they deem advisable, and may make, execute and deliver any deed or deeds therefor, conveying title therein in fee simple absolute, or for any less estate, to any purchaser or purchasers, freed and discharged of any and all trusts hereunder. Section 6. Power to Deal With Trust Assets. Trustees may from time to time sell, exchange, lease, encumber, option or otherwise dispose of all or any portion of the assets held in trust in such manner and upon such terms and conditions as they deem advisable, and may make, execute and deliver deeds, mortgages,' leases, assignments and other documents necessary to carry out any of the powers granted Trustees, and which shall specifically include the authority to grant leases which extend beyond the period authorized by law. Section 7. Stock Powers. Trustees may from time to time vote by person or proxy any and all stock held in trust and may participate in any reorganization or merger of companies or corporations whose stock is held in trust. Trustees may exercise any and all conversion, subscription, and other rights of whatever nature, including (but not by way of limitation) stock options with respect to any stocks, bonds, or other securities included in trust and, for the purpose of exercising such rights, shall have the right to sell or otherwise dispose of all or any part of the assets held in trust or to borrow for the purpose of making payment. Section 8. Power to Borrow. Trustees may borrow money for such periods of time and upon such terms and conditions as they deem advisable for the purpose of paying any charges for the protection or improvement of any property held hereunder. Section 9. Power to Distribute in Kind. Trustees may distribute in cash or kind, or both, as they deem advisable without respect to the income tax basis of such property, and such designations or divisions, including the values placed on such property for such purposes, shall be conclusive upon all parties. Section 10. Use of Life Insurance Proceeds. Trustees may use the proceeds of any life insurance policies made payable to them to purchase as an investment for any trust hereunder, any securities or other property, real or personal, owned by Grantor's estate, without liability for any depreciation in the value -10- thereof; or to make loans to Grantor's estate on such terms as they deem advisable. Section 11. Power to Settle Claims. Trustees may adjust, compromise and settle or refer to arbitration any claim in favor of or against any trust hereunder, and may institute, prosecute or defend any and all such legal proceedings as they may deem advisable. Section 12. Power to EmDlov Agents. Trustees may from time to time employ such person or persons, upon such terms and conditions as they deem advisable, to perform all ministerial and administrative duties, including investing and reinvesting of the trust property, keeping of the books and records, and preparing all of the necessary tax returns. Section 13. Power to Merge Trusts. After the death of Grantor, the Outside Trustee shall be authorized to merge or consolidate the assets of any trust created hereunder with the assets of any other trust created by Grantor during his lifetime which contains dispositive provisions similar to those provided for such trust created hereunder. Notwithstanding the foregoing, (a) the assets of any trust which is completely exempt from the generation-skipping transfer tax imposed under Chapter 13 of the Code shall not be combined with the assets of another trust which is not so exempt; and (b) if the assets of any trusts shall be so combined as provided hereunder, then the date from which the rule against perpetuities is to be measured (if any such rule is applicable) shall be the earliest of the dates upon which each such trust shall be deemed to have been created for the purposes of such measurement. Section 14. Power to Terminate Trusts. After Grantor's death, Trustees are authorized to terminate any trust created hereunder if such trust, in the opinion of the Outside Trustee, has insufficient assets to justify continued administration. In such event, Trustees shall distribute, subject to Article Four, the remaining principal and all accumulated Income of the trust to the beneficiaries then entitled or eligible to receive Income in proportion to their shares of that Income (or on a per capita basis if their shares are not fixed). The Outside Trustee shall exercise this power to terminate in its absolute discretion as it deems prudent for the best interest of the permissible current Income beneficiaries. This power cannot be exercised by a Trustee of a trust in which such Trustee has an interest as a beneficiary, either alone or in conjunction with any other Trustee, but must be exercised solely by the Outside Trustee, or if none, by a special Outside Trustee appointed for that purpose by a court having jurisdiction. Section 15. Dealings With Estates. Trustees may without court approval purchase as an investment for the trust estate any property, real or personal, owned by Grantor's estate, or in their -11- discretion, make loans, secured or unsecured, to Grantor's estate without liability for the nonpayment thereof. Trustees are specifically authorized to advance to Grantor's estate such sums as may be advisable to aid Grantor's Executors to exercise any and all options to purchase stock owned by Grantor at his death. Section 16. Employee Benefits. Trustees may elect to receive or treat the proceeds from any pension, profit-sharing or other qualified employee benefit plan made payable to them as having been received in a lump-sum or installment payments as they may deem advisable, without liability therefor, such election to be binding and conclusive upon all parties. Under no circumstances shall such proceeds which may be excludible from Grantor's estate for Pennsylvania inheritance tax purposes be used for the payment of any taxes, debts, administration expenses or other obligations enforceable against Grantor's estate, including both probate and nonprobate assets, it being intended that any exclusion of such proceeds from Grantor's gross estate for Pennsylvania inheritance tax purposes be Preserved. Section 17. Margin Accounts. Trustees are expressly authorized to invest all or part of the assets held in trust in any cash management account or other investment account which includes the option to purchase securities on margin, and shall further be authorized to trade in any and all manner of stock options, including puts, calls and straddles, covered or uncovered, and for that purpose, may pledge any securities held or purchased by them as security for loans and advances to Trustees. Section 18. Business Powers. Trustees may carry on any business owned and operated by Grantor or by Grantor's estate as a sole proprietorship or any business conducted by a limited or general partnership of which Grantor or Grantor's estate was a partner, or any business conducted by a limited liability company of which Grantor or Grantor's estate was a member, for whatever period of time Trustees may deem advisable, and to that end Trustees shall have the power to do any and all things they deem necessary or appropriate including the power to pay any negative cash flow, the power to incorporate any such business or hold the stock as an investment, the power to borrow and pledge assets held in trust as security for such borrowing, the power to liquidate or sell any such business or such interests therein at public or private sale and at such times and upon such terms as Trustees, in their sole discretion, deem advisable, and the power to employ agents to manage and operate such business without liability for the actions of any such agents, or for any loss, liability, or indebtedness of such business, if the management is selected or retained with reasonable care. Section 19. Generation-Skipping Tax Provisions. (a) Creation of Separate Trusts. It is Grantor's desire, for generation-skipping transfer ("GST") tax purposes, that -12- all trusts contained herein have inclusion ratios, as defined in Section 2642(a)(1) of the Code, of either Zero (0) or One (1). If the amount distributable to any trust created hereunder exceeds Grantor's unused GST exemption to be allocated to such trust, Trustees shall divide such trust into two (2) separate trusts, so that one such trust (the "Exempt Trust") can be funded with property with an inclusion ratio of Zero (0) (the "Exempt Assets") and one such trust (the "Nonexempt Trust") can be funded with property with an inclusion ratio of greater than Zero (0) (the "Nonexempt Assets"). (b) Distributions. Any discretionary distributions from a trust that has been divided into Exempt and Nonexempt Trusts, other than qualified expenditures for educational and medical needs, of Income or principal made to or by a skip person shall be made first from the Exempt Trust and only after the complete exhaustion of the Exempt Trust shall discretionary distributions of Income or principal be made to or by a skip person from the Nonexempt Trust, and any discretionary distributions of Income or principal made to or by a non-skip person, as well as all distributions for qualified educational or medical expenses made on behalf of either a skip person or a non-skip person, shall be made first from the Nonexempt Trust, and only after the complete exhaustion of the Nonexempt Trust shall such distributions of Income or principal be made from the Exempt Trust. (c) Additions to Trusts. As to any additions to any trust contained hereunder, Trustees shall distribute such additions in a way that the Exempt Trust will contain only Exempt Assets. Additionally, if for any reason a trust, or an addition to a trust, contained herein has an inclusion ratio of between Zero (0) and (1), Trustees shall be authorized to divide such trust or addition into two separate trusts or additions, so that there is one such trust or addition with only Exempt Assets and one such trust or addition with only Nonexempt Assets; provided, however, that if no such division can be made, Trustees may either hold such trust or addition as a separate trust or allocate the addition to the Nonexempt Trust under the same terms of the trust to which it was distributed. A trust resulting from any division shall have the same terms as the trust that was divided. (d) Exercise of Authority. Trustees are not required to obtain court approval for any exercise of authority granted to them under this Section, and the good faith exercise of such authority shall not be subject to complaint or appeal by any party. ARTICLE SEVEN Trustees Section 1. Additional and Successor Trustees. Upon the death of Grantor, or if Grantor is otherwise unable or unwilling to continue to serve as a Trustee hereunder, Grantor -13- nominates, constitutes and appoints his son, CHARLES L. STOUP, JR., as successor Trustee of each trust created hereunder. If Grantor's son, CHARLES L. STOUP, JR., is unable or unwilling to act or to continue to act as a Trustee of each trust created hereunder prior to his death, he may appoint such individual or individuals or series thereof and/or bank or trust company or any combination thereof, to serve until the death of the survivor of Grantor and Grantor's son, CHARLES L. STOUP, JR., as he may designate in writing, or in default of such appointment a majority in interest of all adult beneficiaries hereunder may appoint such individual or individuals or series thereof and/or bank or trust company or any combination thereof, to serve as a successor Trustee hereunder until the death of the survivor of Grantor and Grantor's son, CHARLES L. STOUP, JR. In default of any of the foregoing, any person with an interest in any trust created hereunder may petition a court of competent jurisdiction to appoint a successor Trustee to serve hereunder until the death of the survivor of Grantor and Grantor's son, CHARLES L. STOUP, JR. The guardian of a beneficiary under a disability shall have the authority to act for such beneficiary hereunder. Anything in this Agreement to the contrary notwithstanding, upon the death of the survivor of Grantor and Grantor's son, CHARLES L. STOUP, JR., any individual serving as a Trustee hereunder shall immediately be removed from office. After the death of the survivor of Grantor and Grantor's son, CHARLES L. STOUP, JR., and at such time as a primary beneficiary of a separate' share trust created hereunder has attained the age of Twenty-One (21) years (or upon the creation of a separate share trust in the. case of a primary beneficiary who has theretofore attained said age), Grantor nominates, constitutes and appoints each primary beneficiary to serve as a Co-Trustee of his or her separate share trust. Section 2. Requirement of Outside Trustee. After Grantor's death, there shall always be a bank or trust company serving as a Trustee of each trust from time to time subsisting hereunder. Such corporate Trustee shall be referred to herein as the "Outside Trustee." Grantor nominates, constitutes and appoints DAUPHIN DEPOSIT BANK AND TRUST COMPANY, or its successors in interest, to serve as the initial Outside Trustee of all trusts created hereunder. If DAUPHIN DEPOSIT BANK ANDTRUST COMPANY shall resign or otherwise be unable or unwilling to serve or continue to serve, or if at anytime there shall be no Outside Trustee serving of any trust subsisting hereunder after Grantor's death then CHARLES L. STOUP, JR., if living, or if CHARLES L. STOUP, JR., is not living, then the primary beneficiary of such trust shall appoint a bank or trust company located in the United States and qualified to accept trusts as the successor Outside Trustee as CHARLES L. STOUP, JR. or such primary beneficiary in his or her absolute discretion may designate in writing. In default of any of the foregoing, any person with an interest in any trust subsisting. hereunder may petition a court of competent jurisdiction to appoint a successor Outside Trustee to serve hereunder. The guardian of a -14- beneficiary under a disability shall have the authority to act for such beneficiary hereunder. Section 3. Power of Removal. CHARLES L. STOUP, JR., during his lifetime, and upon CHARLES L. STOUP JR.'S death, any primary beneficiary of any trust subsisting hereunder shall have the power at any time and from time to time to remove the Outside Trustee of his or her separate share trust; provided, however, that immediately upon the removal of an Outside Trustee pursuant to the power granted in this Section a successor Outside Trustee shall be appointed pursuant to the provisions Section 2 of this Article Seven. This power of removal shall not be exhausted by one exercise thereof, but may be exercised from time to time by CHARLES L. STOUP, JR. or a primary beneficiary. Section 4. Investment Adviser. The individual Trustee shall have the right to appoint one or more qualified investment advisers to manage all or any portion of the Trust of which he or she is a Trustee. The corporate Trustee shall have no obligation to perform an investment review of any assets subject to the management of a qualified investment adviser and shall make only such sales and purchases as are directed by such investment adviser. The corporate Trustee shall not be liable to any person in any way for any loss resulting from the directions, or failure to give directions, of such investment adviser. Section 5. Administrative Duties. As among Trustees, any corporate Trustee which may be serving hereunder shall perform all ministerial and administrative duties, including the keeping of the books and records, acting as custodian of the trust property and preparing all necessary tax returns. Section 6. Delegation of Powers by Individual Trustee(s). Any individual Trustee(s) shall have full power and authority to delegate from time to time to any corporate Trustee which may be serving hereunder by an instrument in writing any or all of said individual Trustees' rights, powers and duties hereunder to the end and purpose that the corporate Trustee may be enabled to act in all respects for all of the Trustees hereunder during the term of such delegation; provided, however, that such delegation shall be subject to revocation by the individual Trustee(s) upon the delivery of written notice to that effect to the corporate Trustee. Section 7. Waiver of Bond. No Trustee hereunder shall be required to give bond for the faithful performance of duty in any jurisdiction. Section 8. Compensation and Expenses of Trustees. Any corporate Trustee shall be entitled to receive annual compensation for its services hereunder in accordance with any agreement it shall have made with the individual Trustee, or if no such agreement is reached, then in accordance with its schedule in -15- effect when the services are performed, but not in excess of such compensation as would be approved by a court of competent jurisdiction. Any individual Trustee who is not an Income beneficiary of any trust created hereunder shall also be entitled to receive compensation commensurate with his or her services rendered. All Trustees shall be entitled to prompt reimbursement for all expenses reasonably incurred by them in the performance of their duties hereunder, to the extent that such expenses are not customarily included in the Trustee's annual compensation. Section 9. Magoritv Vote. Except as may otherwise be specified herein, any decision to be made by the Trustees of any trust created hereunder shall be made by a majority of the Trustees of such trust acting at that time. Section 10. Indemnity. Any Trustee who ceases to serve for any reason shall be entitled to receive from the Trust Estate (and the continuing Trustees shall make suitable arrangements to provide) reasonable indemnification and security to protect, defend, and hold that Trustee harmless from any damage or liability of any nature that may be imposed upon that Trustee by reason of its service as such. This protection, however, shall not extend to a Trustee's actions or omissions to act done in bad faith that clearly and demonstrably result in damage or liability. A prior Trustee may enforce these provisions for indemnification against the current Trustees or against any assets held in trust under this agreement, or if the prior Trustee is an individual, against any beneficiary to the extent of distributions received by that beneficiary. This entitlement to indemnification shall extend to the estate, personal representatives, and legal successors and assigns of a Trustee. ARTICLE EIGHT Additions, Revocation, Amendments Section 1. Additions to Trust Estate. Grantor or others, specifically including Grantor's husband, may add hereto, by Will, inter vivos transfer or beneficiary designation, cash or such property in kind as is acceptable to Trustees. Section 2. Right to Revoke. Grantor reserves the right during her lifetime to alter, amend, modify, or revoke this Agreement in whole or in part by written notice signed by Grantor. ARTICLE NINE Interpretation Section 1. Construction Rules. Reference in this Agreement to any gender includes either masculine or feminine, as appropriate, and reference to any number includes both singular and plural where the context permits or requires. Use of descriptive -16- titles in this Agreement is for the purpose of convenience only and is not intended to restrict the application of those provisions. Section 2. Definitions. (a) Child, Children and Issue. Whenever the terms "child," "children," and "issue" are used herein, such terms shall exclude adopted children, regardless of the date of adoption. (b) Education. Whenever the term "education" is used herein, such term shall include all tuition, travel, room, board and other costs and expenses related to preparatory, special, vocational, business, college, post-graduate, and professional training. (c) Health. Whenever the term "health" is used herein, such term shall include all medical, psychiatric, dental, hospital and nursing expenses and expenses of invalidism. (d) Code. Whenever the term "Code" is used herein, such term shall mean the Internal Revenue Code of 1986, as amended. (e) Primary Beneficiary. After the death of Grantor, each child of Grantor then living shall be the primary beneficiary of any separate share trust created for his or her benefit and his or her health, education, maintenance and support shall be considered primary and the interests of all succeeding or remainder beneficiaries in any such trust shall be considered secondary. After the death of his or her parent, each grandchild of Grantor for whom a separate share trust is created hereunder shall be the primary beneficiary of such trust and his or her health, education, maintenance and support shall be considered primary and the interests of all succeeding or remainder beneficiaries in any such trust shall be considered secondary. Section 3. Exercise of Power of Appointment. If any beneficiary has been given a power of appointment under this Agreement, in determining whether the beneficiary has exercised that power, Trustees may rely only upon, (a) with respect to a power exercisable during the beneficiary's lifetime, a written instrument signed by the beneficiary that makes specific reference- to such power and, (b) with respect to a power exercisable upon the beneficiary's death, an instrument admitted to probate in any jurisdiction as that beneficiary's last will and testament that makes specific reference to such power. If Trustees have not received written notice of such an instrument within six (6) months after the beneficiary's death, it will be presumed that the beneficiary failed to exercise the power of appointment, and Trustees will not be liable for acting in accordance with that presumption. -17- Section 4. Governing Law. This Agreement has been delivered to and accepted by Trustees in Pennsylvania and shall be governed in all respects by the laws of Pennsylvania. IN WITNESS ~FHEREOF, the parties have signed this Agreement the day and year first above written. WITNEBBEB: WITNE~ES: GRANTOR COMMONWEALTH OF PENNSYLVANIA ) ) ss: COUNTY OF ~~ On this, the ~ day of A~[~ , before me, a Notary Public, personally appeared CHARLES L. 1997, BTOUP, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same for the purposes therein contained. seal. IN WITNESS WHEREOF, I hereunto set my hand and official Notary Public Notarial ~ '"i Alvin H B~itz, Notary Pubic Carlisle Bo~, CumbefiaPz~ ~q. unt~ My Commission Expires Sept. ~, 1997 -18- SCHEDULE TO REVOCABLE TRUST AGREEMENT OF CHARLES L. STOUP -19- EXHIBIT "B" Charles L. Stoup, Jr. Thomas B. Stoup, Sr. James H. Stoup Douglas Dandridge 510 S. College St. 8811 SW 212 Terrace Four Schooner Ridge #7 (Deceased) Carlisle, PA 17013 Miami, FL 33189 Bath, ME 04530 DOB: 9/26/35 DOB: 5/5/50 DOB: 9/11/40 Children: Children: Children: Children: Charles L. Stoup III Thomas B. Stoup, Jr. Natalie Stoup Douglas Bates 61 Sheraton Dr. 9956 SW 223 Terrace 414 East Main St. Dandridge, II Carlisle, PA 17013 Miami, FL 33190 Mechanicsburg, PA 1812 Glenbrook Ave. DOB: 7/23/61 DOB: 4/7/85 17055 Lancaster, PA 17603 DOB: 12/28/63 DOB: 3/4/77 Mark D. Stoup Carlisle-Ann 4506B W. Juniper Dr. Chenault Stoup Douglas Stoup Adam Briar Carlisle US Air Force Academy 9956 SW 223 Terrace c/o James H. Stoup Dandridge Colorado 80840 Miami, FL 33190 Four Schooner Ridge #7 1812 Glenbrook Ave. DOB: 8/10/62 DOB: 8/8/89 Bath, ME 04530 Lancaster, PA 17603 DOB: 12/14/62 DOB: 4/6/78 David B. Stoup 76 Forest Avenue Anne Douglas Dandridge Fairview, CT 06430 1812 Glenbrook Ave. DOB: 7/1/68 Lancaster, PA 17603 DOB: 11/13/79 Andrea D. Stoup 510 S. College St. Deborah Airen Carlisle, PA 17013 Dandridge DOB: 3/16/86 1812 Glenbrook Ave. Lancaster, PA 17603 Elizabeth D. Stoup DOB 9/26/82 510 S. College St. Carlisle, PA 17013 Susan Stoup McDonald DOB: 4/18/88 1200 Spring Meadow Lane Lansdale, PA 19446 DOB: 3/28/58 EXHIBIT "C" Consents and Joinders Charles L. Stoup, Jr. Charles L. Stoup, III Mark D. Stoup David B. Stoup Thomas B. Stoup, Sr. James H. Stoup Natalie Stoup Douglas Stoup Douglas Bates Dandridge, II Adam Briar Carlisle Dandridge Anne Douglas Dandridge Deborah Airen Dandridge Susan Stoup McDonald CONSENT AND JOINDER OF PARTY I, the undersigned, being a child of Charles L. Stoup, Sr. and a beneficiary of the Charles L. Stoup Family Trust, hereby consent to the construction of the Trust as set forth in the Petition to Construe Ambiguous Trust Provisions of the Charles L. Stoup Family Trust. Date: Witness Charles L. Stoup, Jr. CONSENT AND JOINDER OF PARTY I, the undersigned, being a grandchild of Charles L. Stoup, Sr. and a beneficiary of the Charles L. Stoup Family Trust, hereby consent to the construction of the Trust as set forth in the Petition to Construe Ambiguous Trust Provisions of the Charles L. Stoup Family Trust. Date: ~ [~)/~ ~- Witness les L. ~toup,/~~ CONSENT AND JOINDER OF PARTY I, the undersigned, being a grandchild of Charles L. Stoup, Sr. and a beneficiary of the Charles L. Stoup Family Trust, hereby consent to the construction of the Trust as set forth in the Petition to Construe Ambiguous Trust Provisions of the Charles L. Stoup Family Trust. Date: Witne~r Mark D. Stoup CONSENT AND JOINDER OF PARTY I, the undersigned, being a grandchild of Charles L. Stoup, Sr., and a beneficiary of the Charles L. Stoup Family Trust hereby consent to the construction of the Trust as set forth in the Petition to Construe Ambiguous Trust Provisions of the Charles L. Stoup Family Trust. Date: //i~/~2f2c Z~ David B. Stoup CONSENT AND JOINDER OF PARTY I, the undersigned, being a child of Charles L. Stoup, Sr. and a beneficiary of the Charles L. Stoup Family Trust, hereby consent to the construction of the Trust as set forth in the Petition to Construe Ambiguous Trust Provisions of the Charles L. Stoup~ily Trust. / Date: CONSENT AND JOINDER OF PARTY I, the undersigned, being a child of Charles L. Stoup, Sr. and a beneficiary of the Charles L. Stoup Family Trust, hereby consent to the construction of the Trust as set forth in the Petition to Construe Ambiguous Trust Provisions of the Charles L. Stoup Family Trust. CONSENT AND JOINDER OF PARTY I, the undersigned, being a grandchild of Charles L. Stoup, Sr., and a beneficiary of the Charles L. Stoup Family Trust hereby consent to the construction of the Trust as set forth in the Petition to Construe Ambiguous Trust Provisions of the Charles L. Stoup Family Trust. Date.~ ~//~)~'~~-~J t ness - ~N~talie Stoup CONSENT AND JOINDER OF PARTY I, the undersigned, being a grandchild of Charles L. Stoup, Sr., and a beneficiary of the Charles L. Stoup Family Trust hereby consent to the construction of the Trust as set forth in the Petition to Construe Ambiguous Trust Provisions of the Charles L. Stoup Family Trust. Date: / Wi mess CONSENT AND JOINDER OF PARTY I, the undersigned, being a grandchild of Charles L. Stoup, Sr., and a beneficiary of the Charles L. Stoup Family Trust hereby consent to the construction of the Trust as set forth in the Petition to Construe Ambiguous Trust Provisions of the Charles L. Stoup Family Trust. Date: Witness Do~las Bat~s-~fa-~k~idge, il :~' CONSENT AND JOINDER OF PARTY I, the undersigned, being a grandchild of Charles L. Stoup, Sr., and a beneficiary of the Charles L. Stoup Family Trust hereby consent to the construction of the Trust as set forth in the Petition to Construe Ambiguous Trust Provisions of the Charles L. Stoup Family Trust. Date: Adam Briar Carlisle Dandridge CONSENT AND JOINDER OF PARTY I, the undersigned, being a grandchild of Charles L. Stoup, Sr., and a beneficiary of the Charles L. Stoup Family Trust hereby consent to the construction of the Trust as set forth in the Petition to Construe Ambiguous Trust Provisions of the Charles L. Stoup Family Trust. Date: Withe;s '- / ..... ~/] A~ne Dougla~'-~and~{dge CONSENT AND JOINDER OF PARTY I, the undersigned, being a grandchild of Charles L. Stoup, Sr., and a beneficiary of the Charles L. Stoup Family Trust hereby consent to the construction of the Trust as set forth in the Petition to Construe Ambiguous Trust Provisions of the Charles L. Stoup Family Trust. Date ~-'~it ness CONSENT AND JOINDER OF PARTY I, the undersigned, being a grandchild of Charles L. Stoup, Sr., and a beneficiary of the Charles L. Stoup Family Trust hereby consent to the construction of the Trust as set forth in the Petition to Construe Ambiguous Trust Provisions of the Charles L. Stoup Family Trust. Date: VERIFICATION The undersigned has read the foregoing document and verifies that the facts set forth therein are true and correct to the best of the undersigned's knowledge, information and belief. To the extent that the foregoing document and/or its language is that of counsel, the undersigned has relied upon counsel in making this Verification. The undersigned understands that any false statements made herein are subject to the penalties of 18 Pa. C.S.A. §4904, relating to unsworn falsification to authorities. Date: - ' Charles L. Sto~, Jr. ~ HEATH L. ALLEN N. DAVID RAHAL CHARLES W. RUBENDALL TF ROBERT L. WELDON EUGENE E. PEPINSKY, JR. -IOHN H. ENOS Trr GARY E. FRENCH DONNA S. WELDON BRADFORD DORRANCE JEFFREY S. STOKES ROBERT R. CHURCH STEPHEN L. GROSE R. SCOTT SHEARER WAYNE M. PECHT ELYSE E. ROGERS CRAIG A. LONGYEAR DONALD M. LEWIS 31-r BRIDGET M, WHITLEY JOHN A. FEICHTEL ANN McGEE CARBON ELIZABETH J. GOLDSTEIN BARBARA A. GALL STEPHANIE KLEINFELTER KEEFER WOOD ALLEN & RAHAL, 415 FALLOWFIELD ROAD, SUITE 301 CAMP HILL, PA 17011-4906 PHONE 717-612-5800 FAX 717-612-5805 EIN No. 23-0716135 www. keefe~ood.com November 18, 2002 L L P ESTABLISHED IN 1878 OF COUNSEL: SAMUEL C. HARRY HARRISBURG OFFICE: 210 WALNUT STREET HARRISBURG, PA 17101 PHONE 717-:~55-8000 717-612-5801 erogers@keeferwood.com Via: Certified Mail Cumberland County Register of Wills Cumberland County Courthouse I Courthouse Square Carlisle, PA 17013 Re: Estate of Charles L. Stoup, Sr. File #21-2002-0219 Dear Sir/Madam: Enclosed herewith for filing please find the following: 2. 3. 4. 5. Pennsylvania Inheritance Tax Return (filed in duplicate;) Inventory; Copy of Form 706; Check in the amount of $28.00 in payment of your filing fee; Check in the amount of $3,376.76 in payment of tax due. Kindly acknowledge receipt of these documents by time-stamping the enclosed copy of this letter and returning it to our office. Thank you. S,~carely yours,h, EER/cds 90756 Enclosure S MAIL Register of Wills of Cumberland County, Pennsylvania INVENTORY Estate of Charles L. Stoup, Sr. No. 21-2002-0219 also known as Date of Death 02/19/02 Deceased Social Security 268-05-4808 No. Charles L. Stoup, Jr. Personal Representative(s) of the above Estate, deceased, verify that the items appearing in the following inventory include all of the personal assets wherever situate and all of the real estate in the Commonwealth of Pennsylvania of said Decedent, that the valuation placed opposite each item of said Inventory represents its fair value as of the date of the Decedent's death, and that Decedent owned no real estate outside of the Commonwealth of Pennsylvania except that which appears in a memorandum at the end of this inventory. I/VVe vedfy that the statements made in this Inventory are true and correct, lANe understand that false statements herein are made subject to the penalties of 18 Pa. C.S. Section 4904 relating to unsworn falsification to authorities. Name of Attorney: I.D. No.: Address 41274 - ~ 415 Fallowfield Road, Suite 301 Camp Hill, PA 17011 Personal Representative~/") .,~ Charles L. Stoup, Dated: ////ol/C~ 2,. Telephone 717-612-5801 DESCRIPTION 1. 2825 Fairview Road, Camp Hill, PA 2. 1500 shares of AT&T Corp 3. 482 shares of AT&T Wireless Services Inc. 4. 1200 shares of Allied Irish Banks PLC 5. 1000 shares of American Electric Power Inc. 6. Accrued dividend on above stock 7. 166 shares of Avaya Inc. 8.2000 shares of ChevronTexaco Corp (Attach Additional Sheets If Necessa~) See Attached Sheet Total VALUE $ 185,000.00 $ 21,72O.00 $ 4,810.36 $ 249,000.00 $ 41,860.00 $ 600.00 $ 925.45 $ 163,410.00 $1,561,098.21 NOTE: The Mernu[a, .Jum of real estate outside the Commonwealth of Pen n sylvania may, at the election of the personal representative, include the value of each item, but such figures should not be extended into the total of the Inventory. Form RW-7 (Dauphin County) - Rev, 9/92 ESTATE OF CHARLES L. STOUP, SR. FILE #21-2002-0219 CONTINUATION OF INVENTORY o 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. Accrued dividend on ChevronTexaco Corp 400 shares of Eastman Chemical Co. 1500 shares of Eastman Kodak Co. 4500 shares of First VA Banks Inc. 2000 shares of Lucent Technologies Inc. 2000 shares of PP&L Corp. 2000 shares of Progress Energy Inc. 1000 shares of Rite Aid Corp 10000 shares of Salomon Brothers Fund Inc. 4000 shares of Verizon Communications Inc. 1000 shares of Whirlpool Corp. PNC Bank Checking Account #5140062636 Accrued interest on PNC Bank checking account Merrill Lynch Account #872-13250 2001 Cadillac Deville Final income distribution from charitable remainder trust Miscellaneous household items Blue Cross/Blue Shield Refund IRS, income tax refund PA Department of Revenue Tax Refund Patriot News Refund Rolling Green Refund Travelers Insurance Refund $ 1,400.00 $ 15,974.00 $ 44,302.50 $ 232,447.50 $ 10,720.00 $ 66,230.00 $ 89,410.00 $ 2,750.00 $ 119,350.00 $ 182,660.00 $ 66,415.00 $ 10,802.70 $ 1.07 $ 18,290.00 $ 27,000.00 $ 1,458.33 $ 2,919.00 $ 334.10 $ 817.00 $ 146.00 $ 189.20 $ 15.00 $ 141.00 Total Inventory $1,561,098.21 REV-1500 EX + (6-00) COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE DEPT. 280601 HARRISBURG, PA 17128-0601 INHERITANCE TAX RETURN IF, OFFICIAL USE ONLY 2002 0219 YEAR NUMBER DECEDENT'S NAME (LAST, FIRST, AND MIDDLE INITIAL) SOCIAL SECURITY NUMBER DECE- Stoup, Sr., Charles L. 268-05-4808 DATE Of DEATH (MM-DD-YEAR) DATE OF BIRTH (MM-DD-YEAR) THIS RETURN MUST BE FILED IN DUPLICATE DENT 02/19/0~ 08/01/1913 WITH THE REGISTER OF WILLS (IF APPLICABLE) SURVIVING SPOUSE'S NAME (LAST, FIRST, AND MIDDLE INITIAL SOCIAL SECURITY NUMBER CHECK APPRO- PRIATE BLOCKS COR - RE- SPON DENT RECA- PITULA- TION TAX COMPU- TATION 1. Original Return 4. Limited Estate 6. Decedent Died Testate (Attach copy of Will) 9. Litigation Proceeds Received 2. Supplemental Return 4a. Future Interest Compromise (date cf death after 12-12-82) 7. Decedent Maintained a Living Trust (Attach a copy of Trust) 10. Spousal Poverty Credit (date of death between 12-31-91 and 1-1-95) 3. Remainder Return (date of death prior to 12-13-82) 5. Federal Estate Tax Return Required · 8. Total Number of Safe Deposit Boxes [] 1 1. Election to tax under Sec. 9113(A) (Attach $ch O) NAME Elyse E. Roqers, Esqu/re FIRM NAME (If Applicable) Keefer Wood Allen & Rahal, T,T,P TELEPHONE NUMBER 717-612-5801 COMPLETE MAILING ADDRESS 415 Fallowfield Road, Camp Hill, PA 17011 Suite 301 1. Real Estate (Schedule A) (1) 2. Stocks and Bonds (Schedule B) (2) 3. Closely Held Corporation, Partnership or Sole-Proprietorship (3) 4. Mortgages & Notes Receivable (Schedule D) (4) 5. Cash, Bank Deposits & Miscellaneous Personal Property (Schedule E) (5) 6. Jointly Owned Property (Schedule F) D Separate Billing Requested (6) 185,000.00 1,313,984;8I None None 62,113.40 None None 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (Schedule G or L) (7) 8. Total Gross Assets (total Lines 1-7) (8) 9. Funeral Expenses & Administrative Costs (Schedule H) (9) 80, 905.22 10. Debts of Decedent, Mortgage Liabilities, & Liens (Schedule I) (10) 1, 645.30 11. Total Deductions (total Lines 9 & 10) (11) 12. Net Value of Estate (Line 8 minus Line 11) (12) 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax (13) has not been made (Schedule J) 14. Net Value Subject to Tax (Line 12 minus Line 13) (14) OFFICIAL USE ONLY 1,561,098.21 82,550.52 1,478,547.69 None 1,478,547.69 15. SEE INSTRUCTIONS ON PAGE 2 FOR APPLICABLE RATES Amount of Line 14 taxable at the spousal tax rate, or transfers under Sec. 9116 (a)(1.2) X .0 (1 5) 16. Amount of Line14 taxable at lineal rate 1,478,547.69 x.0 45 (16) 66,534.65 17. Amount of Line 14 taxable at sibling rate 0.00 X. 12 (17) 0.00 18. Amount of Line 14 taxable at collateral rate 0.00 X .15 (18) 0.00 19. Tax Due (19) 66,534.65 20. 0 PA15001 NTF 29755 Copyright 2000 Greatland~Nelco LP - Forms Software Only PA REV-1500 EX (6-00) Decedent's Complete Address: Page 2 STREET ADDRESS 2825 Fairview Road CITY ISTATE PA IZIP 17011 Tax Payments and Credits: 1. Tax Due (Page 1 Line 19) 2. Credits/Payments A. Spousal Poverty Credit B. Prior Payments C. Discount (1) 60,000.00 3,157.89 66,534.65 Interest/Penalty if applicable D. Interest E. Penalty Total Credits (A + B + C) (2) 4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the Check box on Page 1 Line 20 to request a refund 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. A. Enter the interest on the tax due. B. Enter the total of Line 5 + 5A. This is the BALANCE DUE. Total Interest/Penalty (D + E) (3) OVERPAYMENT. 63,157.89 0.00 3,376.76 0.00 3,376.76 (4) (5) (5A) (5B) Make Check Payable to: REGISTER OF WILLS, AGENT PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: Yes No a. retain the use or income of the property transferred; ....................................... I 1 b. retain the right to designate who shall use the property transferred or its income; ................. c. retain a reversionary interest; or ........................................................ d. receive the promise for life of either payments, benefits or care.* .............................. 2. If death occurred after December 12, 1982, did decedent transfer property within one year of death without receiving adequate consideration? ................................................... ~ ~ 3. Did decedent own an "in trust for" or payable upon death bank account or security at his or her death? ... 4. Did decedent own an Individual Retirement Account, annuity, or other non-probate property which contains a beneficiary designation? ........................................................ [~ D IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. Under penalties of perj. u~/, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, ~t is true, correct and complete. Declaration of preparer other than the personal representative is based on information of which preparer ~s any knowledge. ADDRESS 1 See,~=dule attgche~ SIGI~'I~'P~ OF PREPAi~R OTH'ER'~'HAN REPRESENTATIVE DATE ADDRESS~~---~ ~/ (~~' //-Ic~-° O ~ 4:15 Fall~wfield Road,~qu~te 301, Camp Hill, PA 17011 ~6~" ~ ~i~ ~" ~:i"~J'~ ~'1~'"~ ~"~" ~t";'~: ~J~'l~' "i'; ":~'~"~ ~l~"6~f'(~'~ 'J~'r~' :1'i' "i'~':' i~ :1~ 'i;~:t~ 'i'&~6~J '~' {~' ~{ ~,~.i~'~' ~i :~'i;;~ ~{~ ~' '{(~' ~"i6'~: i~ '~1~ '6i'~'~'~ ~&i~i'r~ ~' ~'[~ ~'~ ~ ~"i~"~';~; ........................................................................... [72 P.S. § 9116 (a) (1.t) (i)]. For dates of death on or after January 1, 1995, the tax rate is imposed on the net value of transfers to or for the use of the surviving spouse is 0% [72 P.S. § 9116 (a) (1.1) (ii)]. The statute does not exemet a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1, 2000: The tax rate imposed on the net value of transfers from a deceased child twenty-one years of age or younger at death to or for the use of a natura~ parent, an adoptive parent, or a stepparent of the child is 0% [72 P.S. § 9116(a)(1.2)]. The tax rate imposed on the net value of transfe~ to or for the use of the decedent's lineal beneficiaries is 4.5%, except as noted in 72.P.S. § 9116(1.2) [72 P.S. %9116(a)(1)]. The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is 12% [72 P.S. § 9116(a)(1.3)]. A sibling is defined, under Section 9102, as an individual who has at least one parent in common with the decedent, whether by blood or adoption. 0 PA15002 NTF 29756 Copyright 2000 Greatland/Nelco LP - Forms Software Only Estate of: Charles L. Stoup, Sr. 21-2002-0219 The following person(s) are signing the return as representative(s) of the estate: Charles L. Stoup, Jr. 510 South College Street Carlisle, PA 17013 REV-1502 EX + (1-97) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE A ' REAL ESTATE ESTATE OF FILE NUMBER Charles L. Stoup, Sr. 21-2002-0219 All real property owned solely or as a tenant In common must be reported at fair market value. Fair market value is defined as the price at which property would be exchanged between a willing buyer and a willing seller, neither being compelled to buy or sell, both having reasonable knowledge of the relevant facts. Real property which Is Jointly-owned with right of survivorship must be disclosed on Schedule F. ITEM NO. DESCRIPTION 2825 Fairview Road, Camp Hill, PA TOTAL (Also enter on line 1, Recapitulation) VALUE AT DATE OF DEATH 185,000.00 185,000.00 7 CPA21 NTF 10904 Copyright Forms Software Only, 1997 Nelco, Inc. (If more space is needed, insert additional sheets of the same size) 05/'29/'02 15:20 ~'717 761 4072 CAP R£6 LANI~ TR [~002 ..- ' OMB NO. 2502-0265  B. ~PE ~ L~, A. 1.O~A ~O~HA ~.~. UNIN8. 4.~VA 5. OCO~. INS SE~EME~ ~ATEME~ I K~S I e. ~E ~N8 C~E ~Ma~R'. OLD ~T~GE ~ T.7~F/ ~ML C. NOTE; ~s~fum~ta~youas~f~t~iaet~s~ It~ m~ "JP~]' ~e paid o~si~ ~ o~; ~ey am ~ h~e ~r ~tb~f ~ose; ~d ~ not ~ D. NAME ~D ADDR~S ~ B~ROWER', E. ~ME AND ~DR~ OF SE~ER; I ~' N~E ~D ~DRE~ ~ ~DER: I JAMES ~ ~S a~ ESTATE OF OHARLE8 L, STOUP IWASHI~ON SAVINGS ~NK D~ B. ~YS PROPERTY LOCATJON: 282.~ FA1BViEW DRIVE OAMP I~ILL. PA 17011 CUM~I~qLAND County, Perm~vanla H. SETTLEMENT AGIENT: 25-1857112 Mldslate Abstract Company PLACE OF SETTLEMENT 2331 Market S~'est Camp HIll, PA 17011 I. SETTLEMENT DATE: J. 8UI,,~IARY 01: BORROW~I3-'g TRANSACTION 18~X OR08~ AMOUNT DUE FROM BORROWER: 101. OoM:mct Bales Price 185~000.00 10~. ~ttlem~I Cha~s to Bo~rmver (Lbo 1400) 104. 105. Adjustmer~ For Items Paid ay .Salter ~ advance 106. City/Town TaXaa to 107. O~unlyTa~eo 04/16/0'2 to 01/01103 106. $choo[Taxea 04/15/02 lo 07/01/02 7,527.2 554,5,9 395.61 09. SEWER USERS FEE PRORATION 04/15/02 Io 07/01/0; 25.52 110. 111. i 112. lEO. GROSSAMOUNT DUE FROM BORROWER 193.503.07 200. AMOUNTS PAID BY OR IN BEHALF OF BORROWER: i201. Depoall of earnest maney 5.000.oo 202. Prlndpal Amount of New Loan(s) [ 231,300.00J 203. E~stirlg loan(s} 'admnaul~e:t to 207. Conslrucflon Draw . 183,02T.00 A~Usf~eOt~ For ItetTl~ Unpakl By Se~lar CiLyrrown Taxes to 210, 211. County Taxes to 21Z. Sdlool Taxes 213. 214. 21 5 216. 217. 216 219. ~0, TOTALPAID BY/FOR BORROWER 189,027.00 300, CASH AT SETTLEMENT FROIVlZTO BORROW'ER: 301. Groe~ AmountOue From Bonower (Una 120) I 193~603.07 302. Lass Amount Paid B)'/Fof Borrower [Line 220) ( 1~,027,00: The undersigned hereby acknowledge receii? completed copy o~ pages K. SUMMARY OF SELLER'S TRANSAL;] ION 40~. GROS~ A~OUNT DUE TO SELLER:. 401. Conln~l 8a~es Price 185.0~0.00 402. PersO~ed PmpeW 4D3. 4~7. Co~T~ 0~1~2 ~ 0~1/03 [ ~e. ~lTaxes 04/1~2 ~ ~,~1~ .] 400. S~ USERS ~ PRO~T~N ~1~2 ~ 07~1~ ~0. 411, J 41~ J 554.69 35'5.Et 420. GROSS AMOUNT DUE TO EELLER · : 185,975 REDUCTIONS ~ AMOUHT DUE TO SELL~R: 507. (Day. It dish. e~ pmoeods) 508, 14,526.21 ~10. C~o~ 511. CaunlyT~ 512. ~] Taxea 513. 514.. 515, 516. 517. 518. 61g. SL~O. TOTAL REOUCTIONAMOUNTOUESELLER 600. GA.qH AT 8E*I'rLEMENT TDR=ROM ~ELL'EFI: 14,52~.21 601. Gme, Amounl Due Te gak Ill..iBm 4,~0) 602. Le~a Rea~--tion~ Due Sailer ILIne 520 60~, C~SH( X TO)( FROM]SELLER &2 of this Statomenl & any al~nents rMermd to herein. 1~ 67~,62 [ 14,~26,21 sol, er ESTATF_.~LF_.,~.ST~P ~ 171,450.61 05/29/'02 15:31 ~717 761 4072 C3. P REG LAND TR ...... I_ Scl, cEMENT CHARGES ~oo0.0o · 6.ooo0 % 11,1oo.~_~.__ 702. $ 5,~25,00 to PRUD 'THOMP.~O 703. omml~lonPa at ~0g. II~M$ PAYABL~ II/GONNE~I'ION wriT{ LORN 805.~Lendefs Inspection Fee I0 1o SHINGTO SA N~BAN 1o W~.~HIIN I to WASHINGTON SAVINGS BANK to WA I O1~ 5AV G~ NK Io WA~41 TON SA BANK 810, ~,11, 900. ITEMS REQUIRED BY LL=NDER TO BE PAID IN ADVANCE 901, lnlereat From 04/16/02 to 05/01/102 0 $ 903, Hjmrd Insurance Premium for 1.D ye~s to 1000. RF.~ERVE~ DEPOSITED WITH LENn~R 1001A-~zard Insu fanta mon'~s · ~n T~es monlha 0 ~ool T~e= m~s a 1~. 1100. TITLE CHARGES 11 Ol. Settlemenl or CIomng Fee to 1102, AbslraCt or Tltle ~earoh to /day L~.~y$ pm month ~ month pm' Title Ir,~r~ce Binder Io 105. Document Pm_~amlion to REAGER&ADLE~ to Midstate Ab~;nmct Co~ 1107. Attorney's Fees to t MIDSTAT CT ~ fre~ rudmbers.1102, 1lO3& 1104 E~ .~ Ml~,ta~ st, act ompany Cash Fee to Gash 1114. 1117. to UD IALTHO S OOD 12ea. GOVERNMENT I~ECu~DiNQ AND TRANSFER CHARGFr,~ STIP 2~.00 3S.00 00 Fees: Dead $ 26.50: Mo · $ 61.50; Releases $ -- t 850,0~-Marl a Revenue ~tam~s__ 1 8~0.00; Mo e 120~-. STIPULATION AGAINST LIEN~ to CUMBE D COUNTY OTI-IONOTARY 205_ L ~_l~ ~-~ CHA~ lo pENN PE.~T 303. 2002 GQUNTY-TOWNSHIP TAX B1LL t~ MICHAEL W. HARLING, TAX COLLECTOR 306. RAOOIq TEb-"F to 1305. HOME INSPECTION & STRUCTURAL :o ENVIROQUEST 1400. TOTAL SETr LEMENT C HA FIOF--8 Midetslo ~ Co---mi)any Seit)ament Agent Certfied Io be a.'lr~e copy. 780.2.1 REV-1503 EX + (1-97) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE B STOCKS & BONDS ESTATE OF Charles L. Stoup, Sr. All property Jointly-owned with right of survivorship must be disclosed on Schedule F. FILE NUMBER 21-2002-0219 ITEM VALUE AT DATE NO. DESCRIPTION OF DEATH 1 2 3 4 7 8 9 10 11 12 13 14 15 16 1500 shares of AT&T Corp at $14.48/share 482 shares of AT&T Wireless Services Inc. at $9.98/share 12000 shares of Allied Irish Banks PLC at $20.75/share 1000 shares of American Electric Power Inc. at $41.86/share Accrued dividend on above stock as of decedent's date of death 166 shares of Avaya Inc. at $5. 575/share 2000 shares of ChevronTexaco Corp at $81.705/share Accrued dividend on above stock as of decedent's date of death 400 shares of Eastman Chemical Co. at $39.935/share 1500 shares of Eastman Kodak Co. at $29.535/share 4500 shares of First VA Banks Inc. at $51.655/share 2000 shares of Lucent Technologies Inc. at $5.36/share 2000 shares of PP&L Corp at $33.115/share 2000 shares of Progress Energy Inc. at $44.705/share 1000 shares of Rite Aid Corp at $2.75/share 10,000 shares of Salomon Brothers Fund Inc. at $11.935/share 4000 shares of Verizon Cc~,,m~nications Inc. at $45.665/share 1000 shares of Whirlpool Corp at $66.415/share TOTAL (Also enter on line 2, Recapitulation) 21,720.00 4,810.36 249,000.00 41,860.00 600.00 925.45 163,410.00 1,400.00 15,974.00 44,302.50 232,447.50 10,720.00 66,230.00 89,410.00 2,750.00 119,350.00 182,660.00 66,415.00 1,313,984.81 7 CPA31 NTF 10905 Copyright Forms Software Only, 1997 Nelco, Inc. (If more space is needed, insert additional sheets of the same size) Estate Valuation Date of Death: 02/19/2002 Valuation Date: 02/19/2002 Processing Date: 03/28/2002 Shares Security or Par Description High/Ask Low/Bid Estate of: Charles Stou Report Type: Date of Dear Number of Securities: 1 File ID: stoup cha Mean &/or Div &Int Security Adj'ments Accruals Value 2¸) 3) 4) 5) 6) 7) 8) 12000 ALLIED IRISH BKS P L C (019228402) SPON ADR ORD NYSE 02/19/2002 21.05000 20.45000 H/L 20.750000 !000 AMERICAN ELEC PWR INC (025537101) NYSE 02/19/2002 42.10000 41.62000 H/L 41.860000 0.6 E 02/06 R 02/08 P 03/08/02 1500 AT&T CORP (001957109) NYSE 02/19/2002 14.78000 14.18000 H/L 14.480000 482 AT&T WIRELESS SVCS INC (00209A!06) NYSE 02/19/2002 10.30000 9.66000 H/L 9.980000 166 AVAYA iNC (053499109) NYSE 02/19/2002 5.73000 5.42000 H/L 5.575000 4000 VERIZON COMMUNICATIONS (077853109) NYSE 02/19/2002 46.23000 45.10000 H/L 45.665000 2000 CHEVRONTEXACO CORP (166751107) NYSE 02/19/2002 82.30000 81.11000 H/L 81.705000' 0.7 E 02/13 R 02/15 P 03/11/02 2000 PROGRESS ENERGY INC (144141108) NYSE 02/19/2002 45.20000 44.21000 H/L 44.705000 600.00 1,400.00 249,000.0( 41, 860. 21,720. OC 4,810.36 925.45 '182,660.00 163,410.00 89, 410.00 Page 1 This report was produced with EstateVal 2000, a product of Estate Valuations & Pricing Systems, Inc. If you have questions, please contact EVP Systems at (818) 313-6300. (Revision 6.2.!) Date of Death: 02/19/ 02 Valuation Date: 02/19/2002 Processing Date: 03/28/2002 Shares Security or Par Description High/Ask Low/Bid Estate of: Charles Stou Report Type: Date of Dea~ Number of Securities: ! File ID: stoup cha Mean &/or Div &int Security Adj'ments Accruals Value 9) 10) ii) 12) 13) i4) 15) 16) 400 EASTMAN CHEM CO (277432100) NYSE 02/19/2002 40.45000 39.42000 H/L 39.935000 4500 FIRST VA BANKS INC (337477103) NYSE 02/19/2002 52.00000 51.31000 H/L 51.655000 1500 EASTMAN KODAK CO {277461109) NYSE 02/19/2002 29.87000 29.20000 H/L 29.535000 2000 LUCENT TECHNOLOGIES INC (549463107) NYSE 02/19/2002 5.50000 5.22000 H/L 5.360000 2000 PPL CORP (69351T106) NYSE 02/19/2002 33.49000 32.74000 H/L 33.115000 !000 RITE AID CORP (767754104) NYSE 02/19/2002 2.84000 2.66000 H/L 2.75000.0 10000 SALOMON BROTHERS FD INC (795477108) NYSE 02/19/2002 12.00000 11.87000 H/L 11.935000 1000 WHIRLPOOL CORP (963320106) NYSE 02/19/2002 67.54000 65.29000 H/L 66.415000 15, 974 . 0( 232, 447.5{ 44,302.50 !0,720 . 00 66,230.'00 2,750.00 119,350.00 66,415 . 00 Total Value: Total Accrual: Total: $1,313,984.81 $1,311,984.81 $2,000.00 Page 2 This report was produced with EstateVal 2000, a product of Estate Valuations & Pricing Systems, inc. If you have questions, please contact EVP Systems at (818) 313-6300. (Revision 6.2.1) REV-1508 EX + (1-97) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE E CASH, BANK DEPOSITS, & MISC. PERSONAL PROPERTY ESTATE OF Charles L. Stoup, Sr. FILE NUMBER 21-2002-0219 Include proceeds of litigation ITEM NO. 1 2 3 4 5 6 7 8 9 10 11 & date proceeds were received by the estate. All prop. Jointly-owned with right of survivorship DESCRIPTION PNC Bank Checking Account #5140062636 Accrued interest on above account as of decedent's date of death Merrill Lynch Ax:count #872-13250 2001 Cadillac Deville Sales price Final income distribution from charitable remainder trust Miscellaneous household items Blue Cross/Blue Shield Refund IRS, income tax refund PA Department of Revenue tax refund Patriot News Refund Rolling Green Refund Travelers Insurance Refund must be disclosed on Sch. F. VALUE AT DATE OF DEATH 10,802.70 1.07 18,290.00 27,000.00 1,458.33 2,919.00 334.10 817.00 146.00 189.20 15.00 141.00 TOTAL (Also enter on line 5, Recapitulation) 62,113.40 (If more space is needed, insert additional sheets of the same size) 7 CPA81 NTF 10908 Copyright Forms Software Only, 1997 Nelco, Inc. 03725/02 16:00 PtoJ~-~S-2002 15:46 KEEFER WOOD ALLEN ~ RAHAL a KWAR WS 412 ?05 005? ~NC~ANK CI~ DEPARTMENT OFF N0.917 P0017001 412 ?85 0~? P.Olx01 PNCBAN Mar~h 25, 2002 Keef~r, Wood, Allen & Rahal LiP 415 Fallowficld Road, Suite 102 Camp Hill PA 17011-4906 RE: Estate of Charles L Stoup Sr., Deceased SSN: 268-05-4808 DOD: 02/19/2002 D~ar Sir or M~tam: In response to your r~luest for Date of D~th bnlnnc, es for the mahomet nov~d above, our reoords show the following. CHECKING ACCOUNT #$140062636 CHAR!.ES L STOUP DOD Balance: $10,802.70 + $1.07 accrued interest Established 0310111970 Please note that this office onty provides date of death balances for deposit accounts 0RAs, ODs, Checking and Savings aeeounts). We do not process any financial transactions or provide statements. If you need assistance with any of these items, please emi 1-88LPNC-BANK (1.888-~62-226s) or stop by your local PNC branch office. Sincerely, Mm'inn Donnelly 1-800-762-1775 P7-PFSC-04-F 500 First Avenue Pittsbursh, PA 15219 A mmber of The eric Fi~ei~l Scwic~s Group One PNC Plaza 249 Rf'th Avenue P;ttsburqh Pcnn~lvaflta ~ r...) ro 0 0 0 0 t~ r-. >,tO o,2. d W ILl O. 2222 Paxton Street P.O. Box 2851 HARRISBURG, PA 17fll (717) 238-2552 '" ~NEWo, ~USEO ~OEMO ~CA. ~UCX ,R~O,. - VEHICLE PRICE YEA~ MAKE MODEl ~PE ~ SERIAL :o~o~ T~ ~LE~O. REBATE ~IL~GE LIOENSE NO. EXPIRATION DATE endin~ del~e~ t~e ~orm~l use of ~ny vehicle will c~use it to d~re~ in v~lue. A :h~roe NET VEHICLE SELLING PRICE e dducted ~om the vMue of the t~in at ~eliv~ tlm~. Th~ ~de-ln v~lu~ of lhe ~bov~ sted car is $ _ as d this date - ealer's Authodz~ . · 'Customer's ALLOWANCE FOR TRADE-IN ARRIER NAME . EXTENDED sERVICE PLAN )LICY NUMBER ' VERIFIED BY ~PE: ~R ~ ~ ~, ~U~G ~ ~ W~ OF M~- ~ ~ TO ~ ~ y~ ~ ~"~ T~ABLE BALANCE ~ OF ~E ~ ~ ~ ~e ~ I~ " ~ ~ YOU ~ ~ A~A~ ~ ~ ~ ~ IN A ~UM~ SALES TAX (6%) LUXURY ~. ~E ~R~ ~ B~ ~E ~RE ~ OF ~NR~ OR ~R~- PA. TIRE ~ ~ ~ ~T ~y ~ ~ ~T ~Y ~R IN ~E ~ STOMER SlGNA~RE X NOTARY FEE ,ou cancel this purchase a~[~,.ent or refuse to ~ke delive~ ~ the vehicle. MESSENGER FEE emd, ex.pt as permiff~ by law, you shall, at our option, fodelt as dama~ ~ha~er h~i=by acknowl~ to the above clau~. DOCUMENTARY FEE ~tomer's ON-LINE REG. FEE ~ure ~ ORDER PRICE OF THE MOTOR VEHICLE CANNOT BE INCR~SED A~ER THIS ON-LINE DEALER FEE )~ HAS BEEN ACCE~D BY THE D~LER OR ~E A~HORIZED DE~ER 'RESE~ATIVE UNLESS ~E INCR~SE IS DUE TO ~E PASSAGE OF A ~W TEMP. TAG FEE REGU~TION OF ~E UN~ED STATES OR ~E COMMONWEAL~ WHICH: REGIST~TION ~ T~Sr~H I~fl~SE ENCUM~CE IUIRES ADDmON OF N~ EQUIPMENT TO CERTAIN VEHIC~S: CHANGES IN NSPORTATION OR EXI~NG T~ ~TES: OR, IN ~E CASE OF FOREIGN MADE ICLES, IS DUE TO A RE-EVALUATION OF ~E UNITED STATES DOLOR ¢~¢s CURRENCY OF ~E COU~RY OF M~UFACTURE. ~ ORDER IS NOT BINDING UPON EI~ER ~E D~LER OR ~E PURCHASER UNTIL TOTAL PRICE OF VEHICLE ~ED BY AN A~ORIZED D~LER REPRESE~ATIVE. YOU, ~E BUYER MAY CEL'~IS ~DER AND RECEIVE A ~EL RE~ND~y ~ME B~O~ REGB~ ~ CASH ON ORDER )PY OF ~tS:~DER SI~ED BY AN ~D.D~R ~RECE~A~ BY DOWN PAYME~ CASH ON ~G: ~I~N ~CE ~ CANCE~ON TO-~E .D~ER. DELIVERY ~ THAT I AM LEG~ AGE OR OLDER. I AC~OW~DGE RECEIPT OF A Y OF ~IS ORDERED I ACCEPT ~E TERMS AND CONDITIONS INCLUDING PAY OFF ~D R~ERSE SIDE ~ S OR~R. ¢ ;HASER'8 ' ( ,f/~.'¢ / .~ .... ~ . ]. / BA~NOE OWED TO D~ER OR H~ A~HOR~ REPR~A~ DATE NET AMOUNT TO FINANCE Car Buyers Guide. The i~ormatihn vn,, ~= ~. ,. .... =.~ NAME NUMBER DATE CHARLES L STOUP 4771 03/06/02 2001 CADILLAC DEVlLLE DATE ACCT# AMOUNT CTRL# 03/06/02 240 27000.00 C4547P DESC 1G6KD54YS1U145276 01 CADIL REMITTANCE ADVICE B~R C. AmZL~C Ot~S~OB~a, ~NC. J DETACH AND RETAIN rn~ ~ St,~t r.o. ~o, 28sl 1 Harrisburg, Pa. 17111 CHECK NO. 31340 $27,000.00 AMOUNT APPRAISAL REPORT OF PERSONAL PROPERTY OF Charles L. Stoup (deceased) 2825 Fairview Road Camp Hill, PA 17011 Dr. Charles L., Jr. and Kathleen Stoup 410 S. Pitt St. Carlisle, PA 17013 AS OF: April 07, 2002 BY: IBIS APPRAISAL SERVICES P.O. BOX 24 CARIJSLE, PA 17013 (717) 243-3474 fax (717) 258-9502 Ibisas@carthlink.nct APPRAISAL CERTIFICATE I hereby certify, that, upon request for valuation of the personal property of Charles L. Stoup, 2825 Fairview Road, Camp Hill, PA 17011, I have personally and physically inspected the following listed personal property for the purpose of appraising and reporting the FAIR MARKET VALUE, AS OF April 07, 2002. The date of inspection was March 19, 2002. The information and values contained in this report are based upon my experience as an appraiser, and other reliable sources. The personal property was found to be in FAIR to GOOD condition, unless otherwise noted. Values are reported piece by piece, and/or as a whole. All values reported have been determined with consideration to condition of item, market conditions, and sale-ability factors. APPRAISAL SERVICES -- '-~--/-on~,-C ~ -~/5~.-. APPRAISAL SUMMARY It is in my opinion, that, as of this 07th day of April, 2002, the Fair Market Value o£the personal property of Charles L. Stoup: (Two Thousand Nine Hundred and Nineteen Dollars and Zero Cents) ($2,919.00) APPRAISAL SERVICES The report must be read in its entire~_ . The Appraisal Summary ONLY ia' not the appraisal report. Photograph and CD-ROM Instructions Ibis Appraisal Services has provided you a CD-ROM that houses all of the digital photographs of all the items appraised. The CD-ROM also contains a saved copy of the appraisal report. This CD-ROM may be kept with the paper copy of the appraisal report or kept off-site, such as a safety deposit box. The photographs are saved in the picture format JPEG, meaning that all the file names end with a ".JPG" ending. The file names correspond to the written appraisal report's Corresponding Photograph File that is included at the end of each item appraised. Getting Started with your CD-ROM 1. Insert the CD-ROM into your computer's CD-ROM Drive. If you do not have a computer or access to a CD-ROM Drive - a copy store, office supply store, or public library will be able to help you view and/or print your pictures. 2. Your computer may contain one or several different software programs that will allow you to view your pictures. Examples of these programs: Draw, Photo Editor, Picture It! Express, Photo Suite, My Photo Center, Photo Studio Lite, Photo Shop Pro, Picture CD, or Photo Deluxe..The program that is included with a digital camera is another way to view your pictures. - Select the program to view photographs and open the program. 3. Click FILE and Click OPEN. 4. Use the Pull-Down "Look in" Menu and select the D Drive (D:) or whichever drive your CD-ROM is designated (sometimes this may be the E Drive (E:) on your computer). .I~ NOTE Your CD-ROM Drive is designated with a small CD-ROM-looking Icon or cartoon. - The drives of your computer can be found under the My Computer section of the Pull-Down "Look in" Menu. Common Drives are the A Drive (floppy disc drive), the C Drive (hard disc drive), the D Drive (CD-ROM Drive), and the E Drive (sometimes CD-ROM Drive, sometimes external drive like a CD- ROM Writer or Zip or Jazz Drive). 5. Double-click on photograph you wish to view (example: if the appraised item is listed in the appraisal report as a dry sink, then the picture will also be called dry sink). 4 Location 1 4 5 6 Location · 8. 13. Location 14. Garage - 2825 Fairview Rd., Camp Hill, PA 17011 Boxed Goods. Six boxes of common household goods and knick-knacks. Corresponding Digital Photograph Files: garagel.dPG-garage3.dPG Grill. Charbroil Grill with tank. Poor condition. Corresponding Digital Photograph File: garagel. JPG Lawn Mower. Grass mower. MTD 5 Horsepower. 22" Cut. Corresponding Digital Photograph File: garage2.JPG Boxes Goods. Miscellaneous boxed common Christmas goods. Corresponding Digital Photograph File: garage4. JPG Couches. Two stuffed couches. One green, the other flowered. Cooker. Charbroil electric cooker. Poor condition. Den/T.V. Room - 2825 Fairview Rd., Camp Hill, PA 17011 Comer Table. Maple comer table. 1970s. Corresponding Digital Photograph File: cornertable, dPG Grouping. Grouping of miscellaneous common house-wares, including artificial Christmas tree, Suitcases, and four snack T.V. trays. Corresponding Digital Photograph File: groupingl. JPG Television. RCA 26" Color Console Television and Recorder. Corresponding Digital Photograph File: televisionl. JPG Panasonic VHS Model. Model ship of the U.S. Frigate tall ship. 23 1/2" tall, 32" long. Three masts. Corresponding Digital Photograph Files: ship l. JPG - ship3.dPG Bench. Hitchcock-Like black painted and gold stenciled bench with rush seat. 38 3/4" tall, 45 1/2" wide. Fruit stenciled. Corresponding Digital Photograph File: bench, dPG Shelf. Three-tier mahogany display shelf. 24 1/2" tall, 8" wide. Corresponding Digital Photograph File: shelf. JPG Cooler. Santiq wooden barrel cooler, zinc and tin. Made in Danville, Illinois. 20" tall. Corresponding Digital Photograph Files: cooler l. JPG, cooler2.JPG Basement - 2825 Fairview Rd., Camp Hill, PA 17011 Grouping. Miscellaneous garden and patio supplies including chairs, fencing, screens, and cushions. Corresponding Digital Photograph Files: basementl. JPG, basement2. JPG $40.00 $9.00 $12.00 $35.00 $20.00 $9.00 $20.00 $25.00 $25.00 $75.00 $45.00 $35.00 $15.00 $10.00 Location Location ~-- .... 20. 22. l-"24. Location 25. Boxed Goods. Four boxes of miscellaneous common goods including boxes of books. Corresponding Digital Photograph Files: basement3.dPG, basement4, dPG Miscellaneous Furniture. Two modem shield-back chairs, six-drawer chest and a vintage drop leaf table. Poor condition. Corresponding Digital Photograph Files: basement3.dPG, basement4, dPG Dresser. Two drawer over five drawer maple dresser. 50 1/4" tall, 30 1/2" wide, 17" diameter. Corresponding Digital Photograph File: dresserl.dPG Upstairs Hallway - 2825 Fairview Rd., Camp Hill, PA 17011 Bookcase. Three-shelf mahogany wood bookcase. 37 1/2" tall, 35" wide, 12 1/2" deep. Corresponding Digital Photograph File: bookcase l.dPG Ironstone. White ironstone wall fountain with base. Grape and vine pattern. Marked Red Cliff. Top fountain piece - 14 1/2" tall with lid, 8" wide. Base - 4 1/2" tall. Corresponding Digital Photograph Files: redcliffl. JPG, redcliff2. JPG Master Bedroom - 2825 Fairview Rd., Camp Hill, PA 17011 Bedroom Suite. Modem wood bedroom suite. Five pieces. Two end tables 25" tall, 26" wide, 16" deep. One king-sized bed with headboard. One dresser with mirror - 31" tall, 80" wide, 20" deep (mirror - 50" tall). One side bureau/dresser - 25" tall, 71" wide, 16 1/2" deep. Corresponding Digital Photograph Files: mastersuite l. JPG - mastersuite4, dPG Coverlets. Two matching white coverlets with knotted fringes. Single bed sized. Corresponding Digital Photograph File: whitecoverlet.,IPG Television. RCA XL-100 Color Television, 15". Corresponding Digital Photograph File: television2.dPG Clothing. Vintage men's clothing - Suits with matching pants. Hickey- Freeman/Ratcliffand Swartz. Corresponding Digital Photograph Files: clothes l.JPG, clothes2, dPG Floor Lamp. Two white glass sections, Painted roses, brass-iron stand. Corresponding Digital Photograph File: floorlamp 1. JPG Back Bedroom - 2825 Fairview Rd., Camp Hill, PA 17011 Bedroom Suite. Four piece maple bedroom suite. Two single beds with shelf headboards. Three drawer dress - 33 1/2" tall, 41 1/2" wide, 18" deep. Three- tier bookcase - 38" tall, 35 1/2", 11 1/2" deep. Corresponding Digital Photograph Files: backbedl. JPG - backbed3.JPG $15.00 $60.00 $35.00 $40.00 $75.00 $175.00 $35.00 $5.00 $400.00 $25.00 $100.00 26. 28. Location 30. c .... 32. 33. Location 35. 36. Location 37. Location 38. Mirror. Maple mirror with eagle motif. 42 1/2" tall, 20" wide. Corresponding Digital Photograph File: eaglemirror. JPG Coverlet. One white chenille coverlet with pink flowers, green stems and pink accents. Single bed size. Corresponding Digital Photograph File: flowerchenille. JPG Coverlets. Two matching blue chenille coverlets with green X and O design. Single bed size. Corresponding Digital Photograph File: bluechenille. JPG Grouping. Miscellaneous common house-wares including bookends, books, lamps, ashtrays, and pictures. Middle Bedroom - 2825 Fairview Rd., Camp Hill, PA 17011 Bedroom Suite. Three-piece blonde bedroom suite. One king-sized bed. Two end tables with pullout bed shelf- 28 1/2" tall, 33" wide. Corresponding Digital Photograph Files: 50suitel.dPG - 50suite3.JPG Dresser. Bow front cherry dresser. Two drawer over two drawer. Dovetailed. Two locks. 34" tall, 39 1/2" wide, 22" deep. Corresponding Digital Photograph File: bowfront. JPG Mirror. Beveled mirror with chrome insets on comers. 40 1/2" by 28". Corresponding Digital Photograph File: rnirror2, dPG Chair. Captain's chair. Black painted with gold fruit stencil. 29 1/2" tall. Corresponding Digital Photograph File: captainchair. JPG Lamps. Two base metal night stand lamps. Milk glass inserts. 18" tall with shade. Corresponding Digital Photograph Files: bedlampl. JPG, bedlarnp2, dPG Study - 2825 Fairview Rd., Camp Hill, PA 17011 Day Bed. Wood day bed with cushions. 27" tall, 79" wide, 34" deep. Corresponding Digital Photograph File: daybed. JPG Grouping. Miscellaneous awards, books, cups, plastic boat, and knick- knacks. Corresponding Digital Photograph Files: studyl.dPG, study2.dPG Kitchen - 2825 Fairview Rd., Camp Hill, PA 17011 Dining Set. Maple and veneer dining room set. Table with four chairs. Table - 29 1/2" tall, 41" diameter with 10" leaf. Four chairs - 31" tall. Corresponding Digital Photograph File: diningset. JPG Living Room - 2825 Fairview Rd., Camp Hill, PA 17011 Lamps. Three tall wooden lamps, maple. Two matching lamps - 41" tall. Odd lamp - 43" tall. Corresponding Digital Photograph File: woodlarnp. JPG $30.00 $35.00 $60.00 $40.00 $300.00 $175.00 $45.00 $40.00 $70.00 $35.00 $30.00 $40.00 $15.00 40. ~ ....41. 42. 43. 45. 46. 47. Location 48, 49. 50. 51. End Tables. Two matching end tables, missing leather inserts. One drawer each. 20 1/2" tall, 10 1/2" wide, 26" diameter. Corresponding Digital Photograph File: endtable l.JPG End Tables. Two matching end tables with leather inserts. 14 1/2" tall, 20" wide, 20" deep. Corresponding Digital Photograph File: endtable2.JPG Wood Salad Set. Wooden bowl with wooden fork and matching spoon. 4 1/2" tall, 13 1/4" diameter. Corresponding Digital Photograph File: woodbowl. JPG Urn. Wooden decorative um with lid. 12" tall, 7" wide. Corresponding Digital Photograph File: urn.dPG Couches. Matching sofa and loveseat. Both are plush with blue flowered cloth. Sofa - 24" tall, 86" long. Loveseat - 24" tall, 60 1/2" long. Corresponding Digital Photograph File: couch. JPG Chair. Black leather chair. 28" tall, 26" wide. Corresponding Digital Photograph File: blackchair, dPG Chair.. Black leather lazy boy. 40" tall, 33" wide. Corresponding Digital Photograph File: lazyboy. JPG Lamp. Floor lamp with wood shelf. 57" tall. Corresponding Digital Photograph File: floorlamp2.JPG Cabinet. Painted bottom unit cabinet. 24" tall, 37 1/2" wide, 18" diameter. Poor condition. Corresponding Digital Photograph File: cabinet. JPG 410 S. Pitt St, Carlisle, PA 17013 & 1215 Hillside Dr., Carlisle, PA 17013 ~O/~earlnC Pin. Circular freshwater pearl pin. 3/4" diameter. Corresponding Digital Photograph File: pearl, dPG Initial Charm. Sterling silver initial charm with the initials ABS (Ann Stoup). 1 1/8" diameter. Made by Wells. Corresponding Digital Photograph File: pin. JPG Silver Charm Bracelet. Sterling silver charm bracelet with children's heads charms. Bracelet measures 7 1/2" long. Bracelet has five Elco sterling silver head charms each with a name and birth date engraved. Corresponding Digital Photograph File: charm l.JPG Silver Charm Bracelet. Silver bracelet with 15 charms (14 are children and one is the Lord's Prayer). Bracelet measures 7" long. Two are sterling silver (Lord's Prayer charm and one child). Corresponding Digital Photograph File: charrn2.JPG $20.00 $30.00 $8.00 $12.00 $35.00 $45.00 $35.00 $8.00 $9.00 $15.00 $8.00 $22.00 $15.00 53. Gold Charm Bracelet. 14k gold charm bracelet with 16 gold charms. Bracelet measures about 6" long. Charms include taxi topper, WWI helmet, golf clubs, paint easel, coffee grinder, tankard, wedding ring, Chi Omega sorority ring, Western Union telegram, whistle, Libra, cannon, beehive, locket, theater masks, love abacus. Corresponding Digital Photograph File: goldcharrn.dPG Eisenhower Dollars. One 1971 £isenhower dollar and one 1972 Eisenhower Dollar. Corresponding Digital Photograph File: dollars, dPG $400.00 $2.00 TOTAL $2,919.00 APPRAISAL SUMMARY (COPY) It is in my opinion, that, as of this 07th day of April, 2002, the Fair Market Value of the personal property of Charles L. Stoup: (Two Thousand Nine Hundred and Nineteen Dollars and Zero Cents) ($2,919.00) _/fl?js APPRAISAL SERVICES .The report must be read in its entirety. The Appraisal Summary ONLY i ; not the appraisal report_- 10 Appraisal References Baker, L. 1997. Fifty Years of Collectible Fashion Jewelry 1925-1975. Collector Books, Kentucky. DeHart's Auction Service and Used Furniture - 1554 Holly Pike Carlisle, PA 17013 Frank D. Potteiger Auction Services - 229 Petersburg Rd. Carlisle, PA 17013 eBay - www.ebay.com Hickey-Freeman Men's Clothin~ - www.hickeyfreeman.com Kovel, R. and Kovel, T. 1965. American Country Furniture 1780-1875. Crown Publishers, Inc. New York. Kovel, R. and Kovel, T. 2001. Kovels' Antique and Collectibles. Three Rivers Press, New York. Newman, R. 1992. The Pearl Buying Guide. International Jewelry Publications, Los Angeles. Rowe's Auction Service - 2505 Rimer Hwy. Carlisle, PA 17013 Roy Gottshall~ Jr. Auction Service - 113 Forge Rd. Boiling Springs, PA 17007 Treadway, D. 1999. The Modern Furniture Price Guide~ Volume 1 and ~. Treadway Gallery, Cincinnati, Ohio. Statement of Qualifications Alyssa L. Loney, C.A.P.P. Professional Designations and Certifications C.A.P.P. - Certified Appraiser of Personal Property_ designation earned through course work and classes provided by thc Institute of Appraisal of Personal Property. R.P.A. - Registry of Professional Archaeologists designation earned through field, laboratory, and publication experience, along with advance degrees in archaeology. Archaeological Resources Protection Act - Certified to conduct investigations and damage assessment that pertains to violations of the United States federal, state, and local laws._ pertaining to archaeological sites and cultural properties. Including by not limited to the Archaeological Resources Protection Act of 1979, National Historic Preservation Act of 1966, the Native American Graves Protection and Repatriation Act and the American Antiquities Act of 1906. Professional Accomplishments * State Historical and Underwater Archaeologist for the State of Louisiana. ~ Attended the Conservation of Indian Artifacts Symposium sponsored by the Smithsonian Institution and the Tunica-Biloxi Indian Reservation, Marksville, Louisiana. ~ Director of the West Virginia University Historical Costume Museum. ~ Research Archaeologist/Artifact Instructor for CADW (Welsh Historic Monuments)/ University of York, England. ~ Research and Preservation Specialist for the Maryland Historical Trust. * Presented and published works for national and international organizations including the Society for Historical Archaeology, Middle-Atlantic Archaeology Conference, Southeastern Archaeological Conference, Louisiana Archaeological Society, and the Maryland Historical Trust. Education B.Sc. M.A. C.A.P.P. A.R.P.A. S.B.D.C. Historical Textiles and Clothing, 1992, West Virginia University, Morgantown, West Virginia, United States. Medieval Archaeology, 1995, University of York, York, England. Certified Appraiser of Personal Property, 2001, Institute of Appraisal of Personal Property, York, Pennsylvania, United States. Certified to conduct investigations and damage assessment that pertains to violations of the United States federal, state, and local laws pertaining to archaeological sites and cultural properties. First Step Entrepreneurial Series, 2001, Kutztown University of Pennsylvania, Small Business Development Center. Presently Director and Founder of Ibis Appraisal Services. Conducts extensive on-site appraisals, assessments, analyses, and authentication of personal and cultural property. Operates on local, national, and international levels. Conducts research on all objects considered personal and cultural property. 12 Assumptions and Limiting Conditions The term "Fair Market Value" as used in this report is defined as follows: Highest price it would bring if the sale occurred under normal market conditions providing 1. neither the buyer nor the seller is acting under duress 2. the property has been exposed on the open market for a reasonable length of time 3. both buyer and seller are aware of the potential assets and defects 4. no unusual circumstances are present. This appraisal is based upon the following assumptions, limitations and conditions: 1. The information contained in this report is gathered from sources considered reliable and from personal examination and research of authenticity and that comparable sales and/Or auction prices were available and dependable. 2. No responsibility is assumed for matters legal in nature, including but not limited to: representation of others of value, authenticity, condition, origin, or provenance of an item appraised. 3. The appraiser assumes that a normal and careful examination of the property was sufficient to determine its quality and condition and that no extraordinary examination procedures would be utilized unless specially requested and the expenditure of funds therefore authorized. 4. Court Attendance - The appraiser's court attendance and giving of expert testimony, if required, are not included as part of this report. THE UNDERSIGNED HEREBY CERTIFIES; 1. Appraiser has no interest now, heretofore, or contemplated in the future, in the property covered by this appraisal. 2. That, to the best of my knowledge and belief, all statements and information included in this appraisal are true and based upon objective findings and that no pertinent information has been knowingly withheld or deleted in this report. 3. That neither the employment to make this appraisal nor compensation for doing so is contingent upon the value of the property. Even though it is the firm belief of the appraiser(s) that the information furnished in this appraisal report and the conclusions drawn from this information are true and correct, they are not guaranteed 13 IBIS APPRAISAL SERVICES P.O. BOX 24 CARLISLE. PA 17013 (717} 243-3474 FAX (717) 258-9502 IBISAS@EARTHLINK.NET STATEMENT April 07, 2002 Dr. Charles L., Jr. and Kathleen Stoup 410 S. Pitt St. Carlisle, PA 17013 APPRAISAL FEE: DISCOUNT 20% TOTAL FEE: $375.00 $75.00 $300.00 PERSONAL PROPERTY: Personal Collections and Items of- Charles L. Stoup, to include personal property inspection, research, and consultation AS OF April 07, 2002. Thank you! IS APPRAISAL SERVICES /2 ___ 14 EV-1511EX + (1-97) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE H FUNERAL EXPENSES & ADMINISTRATIVE COSTS ESTATE OF Charles L. Stoup, Sr. FILE NUMBER 21-2002 -0219 Debts of decedent must be reported on Schedule I. ITEM NO. DESCRIPTION AMOUNT A. FUNERAL EXPENSES: See Schedule attached Total from continuation page (s) ADMINISTRATIVE COSTS: Personal Representative's Commissions Name of Personal Representative(s) C~]_es T,. Stoup, Social Security Number(s)/EIN No. of Personal Representative(s) Street Address 510 South Collec~e Street City Carlisle State Jr. PA Zip 17013 Year(s) Commission Paid: 2002 Attorney Fees Name: Keefer Wood Allen & Rahal, T,T,P Family Exemption: (If decedent's address is not the same as claimant's, attach explanation) Claimant Street Address City State Zip Relationship of Claimant to Decedent Probate Fees Accountant's Fees Tax Return Preparer's Fees See Schedule attached Total from continuation page(s) TOTAL (Also enter on line 9, Recapitulation) $ 10,526.94 33,857.00 20,000.00 0.00 500.50 0.00 0.00 16,020.78 80,905.22 7 CPA11 NTF 10911 Copyright Forms Software Only, 1997 Nelco, Inc. (If more space is needed, insert additional sheets of the same size) Estate of: Item No. Charles L. Stoup, Sr. SCHEDULE H, PART A -- Funeral Expenses Description 1 2 3 4 5 6 Thomas B. Stoup, transporation to funeral Charles L. Stoup, Jr., reimbursement for funeral expenses Charles L. Stoup, Jr., reimbursement for funeral expenses Inovative Graphics, laminated obituary notices Myers, Homer Funeral Home, funeral services JDK Catering, funeral reception Page 2 21-2002-0219 Amount 1,992.65 518.08 423.71 57.50 6,691.00 844.00 TOTAL.(Carry forward to main schedule) ...... 10,526.94 Estate of: Charles L. Stoup, Sr. SCHEDULE H, PART B -- Administrative Costs Item No. Description 7 PNC Bank, return of deposited item fee 8 Pat Stoup, postage 9 David Sheibley, furniture trash removal 10 Ibis Appraisal, appraisal of miscellaneous household items 11 PA AmericanWater Company 12 Verizon 13 PP&L 14 Charles L. Stoup, Jr., postage, fuel 15 AT&T 16 David Sheibley, furniture trash ren~Dval 17 Charles L. Stoup, Jr., reimbursement for postage, shipping to Tom Stoup 18 AshwayandHaar, tax preparation 19 The Sentinel, legal advertising 20 Cumberland Law Journal, legal advertising 21 Expenses associated with sale of real estate Howard Hanna $5,575 Prudential Thompson Wood $5,525 Notary fee $5.00 Canlo Hill Borough, sewer users fee $60.00 Enviroquest, Radon Remediation $750.00 State tax/stanlDs $1,850 2002 Countytownship tax bill $760.21 Minus adjustments for items paid by seller in advance: County taxes $554.69 School taxes $395.61 Sewer users fee proration $25.52 22 Reserve for additional expenses to close estate Page 2 21-2002-0219 Amount 5 00 75 26 275 00 300 00 32 62 25 00 36 02 59 31 7 93 25 00 63 18 745.00 97.07 75.00 13,549.39 650.00 TOTAL.(Carry forward tomain schedule) ...... 16,020.78 REV-1512 EX + (1-97) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULEI DEBTS OF DECEDENT, MORTGAGE LIABILITIES,& LIENS ESTATE OF Charles L. Stoup, Sr. FILE NUMBER 21-2002-0219 Include unreimbursed medical expenses. ITEM NO. DESCRIPTION AMOUNT 2 3 4 5 6 7 8 9 10 11 Checks written prior to, but clearing after decedent's date of death PP&L Shipley Energy BOSCOV' S Veri zon PA American Water Co Crumay Parnes Assoc, medical dr. Comcast West Shore Country Club, membership charges Shipley Energy York Waste Disposal TOTAL (Also enter on line 10, Recapitulation) $ 1,120.01 58.50 157 19 18 69 17 46 22 98 25 30 12 39 109 28 77 58 25 92 1,645.30 7 CPA12 NTF 10912 Copydgh! Forms Software Only, 1997 Nelco, Inc. (If more space is needed, insert additional sheets of the same size) REV-1513 EX + (1-97) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE J BENEFICIARIES ESTATE OF Charles L. Stoup, Sr. FILE NUMBER 21-2002 -0219 NO. I1. NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY TAXABLE DISTRIBUTIONS (include outright spousal distributions) See Schedule attached RELATIONSHIP TO DECEDENT Do Not List Trustee(s) AMOUNT OR SHARE OF ESTATE ENTER DOLLAR AMTS. FOR DISTRIBS. SHOWN ABOVE ON LINES 15 THROUGH 17, AS APPROPRIATE, ON REV 1500 COVER SHEET NON-TAXABLE DISTRIBUTIONS: A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT BEING MADE None B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS None TOTAL OF PART ~ -- ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV 1500 COVER SHEET $ 0.00 7 CPA13 NTF 10913 Copyright Forms Software Only, 1997 Nelco, Inc. (If more space is needed, insert additional sheets of the same size) Estate of Charles L. Stoup, Sr. File No. 21-2002-0219 Date of Death: 02/19/02 Rev 1500 Attachment to Schedule J Total Gross Assets Minus total of Schedule H Minus total of Schedule I Net Assets $1,561,098.21 $ 80,905.22 $ 1,645.30 $1,478,547.69 Less property not passing to Trusts $ 2,919.00 Total amount passing to Trusts $1,475,628.69 The residuary beneficiary under the Last Will and Testament of the decedent is the Charles L. Stoup Revocable Trust, under agreement dated April 21, 1997. Under Article Three of the Trust Agreement, assets transferred to the trust are to be divided into two fractional shares, as follows: "Exempt Family Trust" = .7454% $1,100,000.00 (Max GSTT amount) $1,475,628.69 (Entire trust valued at date of death) "Nonexempt Family Trust" = .2546% $ 375,628.69 (Balance) $1,475,628.69 (Entire trust valued at date of death) These shares are subject to further division as set forth in the Agreement of Trust, and as more fully described on Schedule M, Part III. See attached for further division into trust shares. Estate of Charles L. Stoup, Sr. Date of Death: February 19, 2002 Social Security Number: 268-05-4808 File Number: 21-2002-0219 Schedule J: Beneficiaries Name and Address of Relationship to Amount or Share or Person(s) Receiving Decedent Estate Property Exempt Share Trust f/b/o Son $ 275,000.00 Charles L. Stoup, Jr. 510 South College Street Carlisle, PA 17013 Exempt Share Trust f/b/o Son $ 275,000.00 Thomas B. Stoup 8811 SW 212 Terrace Miami, FL 33189 Exempt Share Trust f/b/o Son $ 275,000.00 James H. Stoup Four Schooner Ridge #7 Bath, ME 04530 Exempt Share Trust f/b/o Grandson $ 19,642.86 Charles L. Stoup, III 61 Sheraton Drive Carlisle, PA 17013 Exempt Share Trust f/b/o Grandson $ 19,642.86 Mark D. Stoup 4506-B W. Juniper Drive US Air Force Academy Colorado 80840 Exempt Share Trust f/b/o Grandson $ 19,642.86 David B. Stoup 76 Forest Avenue Fairview, CT 06430 Exempt Share Trust f/b/o Granddaughter $ 19,642.86 Andrea D. Stoup 510 South College Street Carlisle, PA 17013 Exempt Share Trust f/b/o Granddaughter $ 19,642.86 Elizabeth D. Stoup 510 South College Street Carlisle, PA 17013 Exempt Share Trust f/b/o Grandson $ 19,642.86 Thomas B. Stoup, Jr. 8811 SW 212 Terrace Miami, FL 33189 Exempt Share Trust f/b/o Granddaughter $ 19,642.86 Carlisle-Ann Chenault Stoup 8811 SW 212 Terrace Miami, FL 33189 Exempt Share Trust f/b/o Granddaughter $ 19,642.86 Natalie Stoup 414 East Main Street Mechanicsburg, PA 17055 Exempt Share Trust f/b/o Grandson $ 19,642.86 Douglas Stoup Four Schooner Ridge #7 Bath, ME 04530 Exempt Share Trust f/b/o Grandson $ 19,642.86 Douglas Bates Dandridge II 1812 Glenbrook Avenue Lancaster, PA 17603 Exempt Share Trust f/b/o Grandson $ 19,642.85 Adam Briar Carlisle Dandridge 1812 Glenbrook Avenue Lancaster, PA 17603 Exempt Share Trust f/b/o Granddaughter $ 19,642.85 Anne Douglas Dandridge 1812 Glenbrook Avenue Lancaster, PA 17603 Exempt Share Trust f/b/o Granddaughter $ 19,642.85 Deborah Airen Dandridge 1812 Glenbrook Avenue Lancaster, PA 17603 Exempt Share Trust f/b/o Granddaughter $ 19,642.85 Susan Stoup McDonald 1200 Spring Meadow Lane Lancaster, PA 17603 Total $ 1,100,000.00 Name and Address of Relationship to Amount or Share of Person(s) Receiving Decedent Estate Property Nonexempt Share Trust Son $ 93,907.17 f/b/o Charles L. Stoup, Jr. 510 South College Street Carlisle, PA 17013 Nonexempt Share Trust Son $ 93,907.17 f]b/o Thomas B. Stoup 8811 SW 212 Terrace Miami, FL 33189 Nonexempt Share Trust Son $ 93,907.17 f]b/o James H. Stoup Four Schooner Ridge #7 Bath, ME 04530 Nonexempt Share Trust Grandson $ 18,781.44 f/b/o Douglas Bates Dandridge II 1812 Glenbrook Avenue Lancaster, PA 17603 Nonexempt Share Trust Grandson $ 18,781.44 f/b/o Adam Briar Carlisle Dandridge 1812 Glenbrook Avenue Lancaster, PA 17603 Nonexempt Share Trust Granddaughter $ 18,781.44 f/b/o Anne Douglas Dandridge 1812 Glenbrook Avenue Lancaster, PA 17603 Nonexempt Share Trust Granddaughter $ 18,781.43 f/b/o Deborah Airen Dandridge 1812 Glenbrook Avenue Lancaster, PA 17603 Nonexempt Share Trust Granddaughter $ 18,781.43 f/b/o Susan Stoup McDonald 1200 Spring Meadow Lane Lancaster, PA 17603 Total $ 375,628.69 REV-1647 EX+ (9-00,~ COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Charles L. Stoup, Sr. FUTURE INTEREST COMPROMISE (Check Box 4a on Rev-1500 Cover Sheet) FILE NUMBER 21-02-0219 This Schedule is appropriate only for estates of decedents dying after December 12, 1982. This schedule is to be used for all future interests where the rate of tax which will be applicable when the future interest vests in possession and enjoyment cannot be established with certainty. indicate below the type of instrument which created the future interest and attach a copy to the tax return. [] Will [] Trust [] Other [. Beneficiaries AGE TO NAME OF BENEFICIARY RELATIONSHIP DATE OF BIRTH NEAREST BIRTHDAY 1. See attached 2. 3. 4. 5. Il. For decedents dying on or after July 1, 1994, if a surviving spouse exercised or intends to exercise a right of withdrawal within 9 months of the decedent's death, check the appropriate block and attach a copy of the document in which the surviving spouse exercises such withdrawal right. [] Unlimited right of withdrawal [] Limited right of withdrawal Iii. IV. Explanation of Compromise Offer: See Attached Summary of Compromise Offer: 1. Amount of Future Interest ......................................................... $ 460t 386.74 2. Value of Line 1 exempt from tax as amount passing to charities, etc. (also include as part of total shown on Line 13 of Cover Sheet) ...... $ 3. Value of Line 1 passing to spouse at appropriate tax rate Check One [] 6%, [] 3%, [] 0% ...................... $ (also include as part of total shown on Line 15 of Cover Sheet) 4. Value of Line 1 taxable at lineal rate Check One [] 6%, IZ 4.5% ........................... $ 460,386.74 (also include as part of total shown on Line 16 of Cover Sheet) 5. Value of Line 1 taxable at sibling rate (12%) (also include as part of total shown on Line 17 of Cover Sheet) ...... $ 6. Value of Line 1 taxable at collateral rate (15%) (also include as part of total shown on Line 18 of Cover Sheet) ...... $ 7. Total value of Future Interest (sum of Lines 2 thru 6 must equal Line 1) ...................... $ 460,386.74 (If more space is needed, insert additional sheets of the same size) ESTATE OF CHARLES L. STOUP, SR. Attachment to Schedule M Future Interest Compromise I. Beneficiaries NAME OF BENEFICIARY RELATIONSHIP DATE OF AGE TO BIRTH NEAREST BIRTHDAY 1. Charles L. Stoup, Jr. Son 09/26/35 67 2. Thomas B. Stoup, Sr. Son 05/05/50 52 3. James H. Stoup Son 09/11/40 62 4. Charles L. Stoup m Grandson 07/23/61 41 5. Mark D. Stoup Grandson 08/10/62 40 6. David B. Stoup Grandson 07/01/68 34 7. Andrea D. Stoup Granddaughter 07/01/68 16 8. Elizabeth D. Stoup Granddaughter 04/18/88 14 9. Thomas B. Stoup, Jr. Grandson 04/07/85 17 10. Carlisle-Ann Chenault Stoup Granddaughter 08/08/89 13 11. Natalie Stoup Granddaughter 12/28/63 39 12. Douglas Stoup Grandson 12/14/62 40 13. Douglas Bates Dandridge, II Grandson 03/04/77 25 14. Adam Briar Carlisle Dandridge Grandson 04/06/78 24 15. Anne Douglas Dandridge Granddaughter 11/13/79 23 16. Deborah Airen Dandridge Granddaughter 09/26/82 20 17. Susan Stoup McDonald Granddaughter 03/28/58 44 ESTATE OF CHARLES L. STOUP, SR. Attachment to Schedule M Future Interest Compromise II. Explanation of Compromise Offer: Per Article Three of the Charles L. Stoup Revocable Agreement of Trust dated April 21, 1997, upon the death of Charles L. Stoup, Trustees are to divide the Charles L. Stoup Family Trust into two fractional shares, the "Exempt Family Trust" and the "Nonexempt Family Trust." Exempt Family Trust As per the attachment to Schedule J, the Exempt Family Trust will be funded with 74.54% of the assets passing pursuant to the Agreement of Trust, and the initial calculated value of the Exempt Family Trust is $1,100,000. The Exempt Family Trust is to be divided into four equal shares. Three of the shares are to be held for the benefit of each living child of the Decedent, during his lifetime. Decedent's living children are Charles L. Stoup, Jr., Thomas B. Stoup, Sr., and James H. Stoup. The fourth share is to be divided on aper capita basis into separate shares, one for each living grandchild of the Decedent. The executor of decedent's estate, with the consent and joinder of all sui juris beneficiaries under the Trust Agreement, petitioned the Orphans' Court Division of the Court of Common Pleas of Cumberland County, Pennsylvania to construe certain ambiguous provisions in the Agreement. A true and correct copy of the Petition and of the Order of Court granting the relief requested in the Petition is enclosed. We have omitted the exhibits to the Petition, as they are not relevant to the return. However, the construction given the trusts below is in light of the Order of Court. In each trust established for a living child: · Each child is to receive all income, at least annually Upon the death of each child, the principal is then to be divided in equal shares for all grandchildren (with shares for issue of each deceased grandchild), to be held in trust. In each trust continued for a grandchild: · Each grandchild is to receive all income, at least quarterly-annually. When a grandchild is age 25, the Trustee may "also distribute to or for the benefit of such grandchild some of the principal, at such times and in such proportions as the Outside Trustee, in its sole discretion, after taking into account all other sources of income or support and the assets available to such grandchild, shall deem advisable to provide for his or her health, support, maintenance and education." After a grandchild is age 25, he or she may withdraw ail principal and terminate the trust. If the grandchild dies before the trust ends, he or she has a limited power to appoint principal to any person other than the grandchild, his or her estate, or creditors of either. If the grandchild does not exercise his or her power of appointment, the unappointed assets are to be distributed/held for the issue of grandchild, if any, otherwise to the assets are to be distributed to the Decedent's issue. Because, upon the death of a grandchild, the remaining principal of the trust may be appointed to a non-lineal beneficiary of the Decedent, an offer in compromise is necessary. The Executor believes, however, that the lineal rate of 4.5% for inheritance should apply, because it is unlikely that a grandchild would appoint to a non-lineal descendant of the decedent. Additionally, since Article Three, Section Two, (c)(ii) of the Agreement states that after each grandchild reaches the age of 25, he or she has the right to withdraw all assets from his or her trust, it is highly unlikely that any funds from the Exempt Family Trust would actuaily be distributed to a non-lineal beneficiary. Non-Exempt Family Trust As per the attachment to Schedule J, the Non-Exempt Family Trust will be funded with 25.46% of the assets passing pursuant to the Agreement of Trust, and the initial calculated value of the Non-Exempt Family Trust is $375,628.69. The Non-Exempt Family Trust is to be divided into four equal shares. Three of the shares are to be held for the benefit of each living child of the Decedent, during his lifetime. Decedent's living children are Charles L. Stoup, Jr., Thomas B. Stoup, Sr., and James H. Stoup. The fourth share is to be held for the then living issue of Decedent's deceased son, Douglas Dandridge. In each trust established for a living child: · Each child is to receive all income, at least annually. · Each child may receive principal for health, maintenance, support and education. Each child has the unlimited right to withdraw principal upon the creation of the trust. Upon the death of each child, he has a general power to appoint principal to any person. If the power is not exercised, the trust will continue for the issue of the child. In each trust continued for a grandchild: · Each grandchild is to receive all income, at least quarterly-annuaily. When a grandchild is age 25, the Trustee may "also distribute to or for the benefit of such grandchild some of the principal, at such times and in such proportions as the Outside Trustee, in its sole discretion, after taking into account ail other sources of income or support and the assets available to such grandchild, shall deem advisable to provide for his or her health, support, maintenance and education." After a grandchild is age 25, he or she may withdraw all principal and terminate the trust. If the grandchild dies before the trust ends, he or she has a general power to appoint principal to any person. If the grandchild does not exercise his or her power of appointment, the unappointed assets are to be distributed/held for the issue of grandchild, if any, otherwise to the assets are to be distributed to the Decedent's issue. Because, upon the death of a child or a grandchild, the remaining principal of the trust may be appointed to a non-lineal beneficiary of the Decedent, an offer in compromise is necessary. The Executor believes, however, that the lineal rate of 4.5% for inheritance should apply. Each of Decedent's sons intends to exercise his right to withdraw all assets from his non-exempt share trust, as does each grandchild who has attained the age of 25. Additionally, it is unlikely that a child or a grandchild would appoint to a non-lineal descendant of the decedent. Finally, since Article Three, Section Two, (c)(ii) of the Agreement states that after each grandchild reaches the age of 25, he or she has the right to withdraw all assets from his or her trust, and it is likely that this power would be exercised promptly by each grandchild who has not yet attained the age of 25, it is highly unlikely that any funds from the Exempt Family Trust would actually be distributed to a non-lineal beneficiary. Consequently, the Executor offers the compromise that each share should be taxed at the 4 1/2% rate. Estate of Charles L. Stoup, Sr. Date of Death: February 19, 2002 Social Security Number: 268-05-4808 File Number: 21-2002-0219 Schedule M: Future Interest Compromise Part IV, Summary of Compromise Offer: Calculation of future interest amounts: Name of Beneficiary Value of Trust Future Interest Amount of Future Factor Interest Exempt Share Trust $ 275,000.00 46.633 $ 128,240.75 f/b/o Charles L. Stoup, Jr. Exempt Share Trust $ 275,000.00 27.561 $ 75,792.75 f/b/o Thomas B. Stoup, Sr. Exempt Share Trust $ 275,000.00 39.732 $ 109,263.00 f/b/o James H. Stoup Exempt Share Trust $ 19,642.86 17.368 $ 3,411.57 f/b/o Charles L. Stoup ,III Exempt Share Trust $ 19,642.86 16.631 $ 3,266.80 f/b/o Mark D. Stoup Exempt Share Trust $ 19,642.86 12.831 $ 2,520.37 f/b/o David B. Stoup Exempt Share Trust $ 19,642.86 5.996 $ 1,177.79 f/b/o Andrea D. Stoup Exempt Share Trust $ 19,642.86 5.474 $ 1,075.25 f/b/o Elizabeth D. Stoup Exempt Share Trust $ 19,642.86 6.257 $ 1,229.05 f/b/o Thomas B. Stoup, Jr. Exempt Share Trust $ 19,642.86 5.214 $ 1,024.18 f/b/o Carlisle-Ann Chenault Stoup Exempt Share Trust $ 19,642.86 15.927 $ 3,128.52 f/b/o Natalie Stoup Exempt Share Trust $ 19,642.86 16.631 $ 3,266.80 f]b/o Douglas Stoup Exempt Share Trust $ 19,642.86 8.708 $ 1,710.50 f/b/o Douglas Bates Dandridge, II Exempt Share Trust $ 19,642.85 8.349 $ 1,639.98 f]b/o Adam Briar Carlisle Dandridge Exempt Share Trust $ 19,642.85 8.009 $ 1,573.20 f/b/o Anne Douglas Dandridge Exempt Share Trust $ 19,642.85 7.078 $ 1,390.32 f]b/o Deborah Airen Dandridge Exempt Share Trust $ 19,642.85 19.777 $ 3,883.39 f/b/o Susan Stoup McDonald TOTAL $ 1,100,000.00 $ 343,594.22 Estate of Charles L. Stoup, Sr. Date of Death: February 19, 2002 Social Security Number: 268-05-4808 File Number: 21-2002-0219 Schedule M: Future Interest Compromise Part IV, Summary of Compromise Offer: Calculation of future interest amounts: Name of Beneficiary Value of Trust Future Interest Amount of Future Factor Interest Nonexempt Share $ 93,907.17 46.633 $ 43,792.73 Trust f/b/o Charles L. Stoup, Jr. Nonexempt Share $ 93,907.17 27.561 $ 25,881.75 Trust f/b/o Thomas B. Stoup, Sr. Nonexempt Share $ 93,907.17 39.732 $ 37,367.54 Trust f/b/o James H. Stoup Nonexempt Share $ 18,781.44 8.708 $ 1,635.49 Trust f]b/o Douglas Bates Dandridge, II Nonexempt Share $ 18,781.44 8.349 $ 1,568.06 Trust f/b/o Adam Briar Carlisle Dandridge Nonexempt Share $ 18,781.44 8.009 $ 1,504.20 Trust f/b/o Anne Douglas Dandridge Nonexempt Share $ 18,781.43 7.078 $ 1,329.35 Trust f/b/o Deborah Airen Dandridge Nonexempt Share $ 18,781.43 19.777 $ 3,714.40 Trust f/b/o Susan Stoup McDonald TOTAL $ 375,628.69 $ 116,792.52 IN RE: TRUST UNDER AGREEMENT, THE CHARLES L. STOUP FAMILY TRUST, CHARLES L. STOUP, SR. GRANTOR : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, :PENNSYLVANIA : ORPHANS' COURT DIVISION : : NO. 2002'00219 ORDER Upon consideration of the Petition to Construe Ambiguous TrUst ProVision of the Charles L. Stoup Family Trust Pursuant to Section 7.1(,,~ of the" Pennsylvania Probate, Estates and Fiduciaries Code and. any opposition thereto, the Court hereby '" ~' construes the Charles L. Stoup FamilYTkfi~;r~ifiiring: The Exempt Share Trust set aside "for the issue of each child of Grantor who at that time is deceased" be construed as a share to be set aside for all of the then living grandchildren of the Grantor, on a per capita basis. Upon the death of each child of Grantor who survived Grantor, the Exempt Share Trust set aside for those individuals shall be distributed, on the death of each child, on a per capita basis among all of Grantor's grandchildren. o Each separate share as so calculated shall be administered and distributed as provided in the Agreement of Trust. Further, the Court finds that the rehef requested by this Petition may be approved without the appointment of a trustee or guardian ad ]item for unborn minor and unascertained beneficiaries, as the interest of those beneficiaries are adequately represented by beneficiaries who are suijuris. A TRUE COPY FROM RECORD In Testimony wherof, I hereunto set my hand and the seal of said Court ~t Carlisle, PA~ ~'hisl~Lday of ~L~..,J- 20 ~ ~ Clerk of the Orphans Cou~l~ Cumberland County BY THE COURT: IN RE: TRUST UNDER AGREEMENT, THE CHARLES L. STOUP FAMILY TRUST, CHARLES L. STOUP, SR. GRANTOR · IN THE COURT OF COMMON PLEAS · CUMBERLAND COUNTY, 'PENNSYLVANIA · ORPHANS' COURT DIVISION · NO. 2002-00219 PETITION TO CONSTRUE AMBIGUOUS PROVISIONS OF TH~ CHARLES L. STOUP FAMILY TRUST PURSUANT TO SECTION 711(2) OF THE PENNSYLVANIA PROBATE, ESTAq['ES AND FIDUCIARIES CODE TO THE HONORABLE, THE JUDGES OF SAID COURT: The Petition of Charles L. Stoup, Jr., Co-Trustee of the above captioned Trust, who respectfully represents that: Charles L. Stoup, Sr. (the "Grantor"), a resident of Cumberland County, Pennsylvania died on February 19, 2002. o The Last Will and Testament of Grantor dated April 21, 1997 (the "Will") and Codicils to the Will dated October 20, 1997, March 23, 1998, and October 26, 1998 were duly admitted to probate by the Register of Wills of Cumberland County, Pennsylvania, and Charles L. Stoup, Jr. (the "Petitioner") was appointed executor of Grantor's estate on February 28, 2002. Article Three of the Grantor's Last Will and Testament provided that the residue of his estate was to be paid to the Trustees serving under the Charles L. Stoup Revocable Trust Agreement. Charles L. Stoup served as initial Trustee of the Charles L. Stoup Revocable Trust. Petitioner, Charles L. Stoup, Jr. and Dauphin Deposit Bank and Trust Company, now Allfirst Trust Company of Pennsylvania, N.A., are appointed Co-Trustees pursuant to Article Seven, Section 1 of the Charles L. Stoup Revocable Trust, a true copy of which is attached hereto and made a part hereof as Exhibit "A". 5. At the time of Grantor's death, he was survived by three children: o 10. 11. Charles L. Stoup, Jr. Thomas B. Stoup, Sr. James H. Stoup One child of Grantor, Douglas Dandridge, predeceased him. At the time of Grantor's death, he was survived by five of Douglas Dandridge's children: Douglas B. Dandridge, II Adam B. C. Dandridge Anne D. Dandridge Deborah A. Dandridge Susan Stoup McDonald Exhibit "B" sets forth the names, addresses and birth dates of Grantor's surviving children and grandchildren. All of Grantor's living children are sui juris. All of Grantor's hving grandchildren are sui juris except for Andrea D. Stoup who is 16 years of age, and Ehzabeth D. Stoup who is 14 years of age, daughters of the Petitioner, Carlisle- Ann Chenault Stoup, who is 12 years of age, and Thomas Stoup, Jr., who is 17 years of age, son and daughter of Thomas B. Stoup, Sr. Grantor was not survived by any other issue. The Trust Agreement provides, inter alia, that after the death of Grantor, the assets subject to the Trust Agreement are to be divided into two fxactional shares. One share is a generation-skipping trust, and the other is not. Trust Agreement at Article Three, Section 1 (b). These two shares are referred in the Trust Agreement as the Exempt Family Trust and the Nonexempt Family Trust. Id. Article Three, Section 2, provides as follows: Section 2. Trusts for Grantor's Children and Their Issue. Upon Grantor's death, the remaining principal and accumulated Income of the Exempt Family Trust shall be divided into separate equal shares so that there shall be one (1) share for each child of Grantor who is living at that time and one (1) share for the issue of each child of 12. 13. 14. 15. Grantor who at that time is deceased but represented by living issue. (Each separate share created hereunder which was originally part of the Exempt Family Trust shall be referred to as an "Exempt Separate Share"). Upon Grantor's death, the remaining principal and accumulated Income of the Nonexempt Family Trust shall be divided into separate equal shares so that there shall be one (1) share for each child of Grantor who is living at that time and one (1) share for the issue of each child of Grantor who at that time is deceased but represented by living issue. (Each separate share created hereunder which was originally part of the Nonexempt Family Trust shall be referred to as a "Nonexempt Separate Share".) Each Exempt Share Trust set aside for a child of Grantor is to benefit the Grantor's child for hfe. Trust Agreement at Article Three, Section 2(a)(i). Upon the death of Grantor's child, Article Three, Section 2(a)(ii) provides as follows: (ii) Upon the death of a child, the remaining principal of the Exempt Separate Share Trust attributable to such child together with any undistributed Income thereon, shall be divided into separate equal shares so that there shall be one (1) share for each of Grantor's grandchildren who is living at that time. Each such share shall be held in a separate share trust for the benefit of such grandchild to whom it is attributable to be administered and distributed as provided in subparagraph (c)(ii) below. Article Three, Section 2Co) provides that each share of the Nonexempt Family Trust set aside for a living child of Grantor is to be held in a separate trust. Each child has an unlimited right to withdraw principal from his Nonexempt Share Trust created from the Nonexempt Family Trust. See Article Three, Section 2(b)(iii). If a child of Grantor died before his Nonexempt Share Trust terminated, Grantor's child has a general power of appointment over 16. 17. 18. 19. the assets in the trust. To the extent the general power of appointment is not exercised, the trust agreement provides that the Nonexempt Share Trust is to "be held in trust for the benefit of said child's surviving issue...' Article Three, Section 2(c) governs the administration of the Exempt Share Trust established for grandchildren. The introduction to subparagraph (c) provides as follows: (c) Exempt Share Trusts for Grandchildren. Each Exempt Separate Share set aside for the then living issue of a deceased child of Grantor or the remainder of any Exempt Separate Share trust created under paragraph (a) above shall be divided into separate equal shares so that there shall be one (1) share for each of said child's children who is living at that time and one (1) share for the issue of each grandchild who at that time may be deceased but represented by hying issue. Section 2(a)(ii), Section 2(b)(iv) and Section 2(c) are inconsistent in that it appears that Grantor's grandchildren ultimately take a per capita share of each Exempt Share Trust, created for a living child of Grantor. However, should any of Grantor's children have predeceased him (as was the case), the issue of a deceased child of Grantor also receives a per stirpital share of an Exempt Share Trust. However, the introductory language to Article Three, Section 2(c) suggests these shares were to be per stirpital shares. Petitioner beheves that Grantor intended for each Exempt Share Trust to be distributed (either immediately in the case of a share set apart for a deceased child of Grantor, or on the death of each child who survived Grantor) on a per capita basis among all of Grantor's grandchildren. Petitioner believes that it is not necessary to appoint a trustee or guardian ad litem for unborn or unascertained beneficiaries of the Charles L. Stoup Family Trust, as theft interest will be adequately represented by those beneficiaries who are sui juris and who will receive notice of these proceedings, and who have consented and joined in the relief requested by this Petition. 4 20. Consents and Joinders of Charles L. Stoup, Jr., Thomas B. Stoup, Sr., James H. Stoup, Charles L. Stoup, III, Mark D. Stoup, David B. Stoup, Natalie Stoup, Douglas Stoup, Douglas Bates Dandridge II, Adam Briar Carlisle Dandridge, Anne Douglas Dandridge, Deborah Airen Dandridge and Susan Stoup McDonald are attached hereto as Exhibit WHEREFORE, the Trustee asks that the Court resolve the ambiguity set forth in Article Three by construing the Trust Agreement as requiring: The Exempt Share Trust set aside "for the issue of each child of Grantor who at that time is deceased" be construed as a share to be set aside for all of the then living grandchildren of the Grantor, on a per capita basis. Upon the death of each child of Grantor who survived Grantor, the Exempt Share Trust set aside for those individuals shall be distributed, on the death of each child, on a per capita basis among all of Grantor's grandchildren. Each separate share as so calculated shall be administered and distributed as provided in the Agreement of Trust. Dated: KEEFER WOOD ALLEN & RAHAL, LLP Elyse E. t~o~rs, Esqui~-~ Attorney I~o. 41274 ~ Elizabeth J. Goldstein, Esquire Attorney No. 73779 415 Fallowfield Road, Suite 301 Camp Hill, PA 17011-4906 Attorneys for Petitioner WILL OF CHARLES L. STOUP I, CHARLES L. STOUP, of Cumberland County, Commonwealth of Pennsylvania, make this my Last Will, hereby revoking any and all former wills or codicils made by me. ARTICLE ONE Payment of Last Expenses I direct my Executors to pay the expenses of my last illness and my funeral expenses as soon as may be convenient after my death. ARTICLE TWO Tanqible Personal Property I give and bequeath said property as I may have Provided in a memorandum kept with the original of this Will, or to the extent not so provided, to such of my children, CHARLES L. STOUP, JR., JAMES H. STOUP, and THOMAS B. STOUP, as are living on the sixty- first (61st) day after my death in such shares or by such items of approximately equal value as they may agree or, if they are unable to agree, as they may select by lot. Any such property not so selected shall be sold and the proceeds added to my residuary estate and passed under Article Three hereof. The cost of packing and shipping such property shall be charged against my estate as an expense of administration. ARTICLE THREE Residue Ail of the residue of my estate, excluding any property over which I have a power of appointment, I give to the then serving trustees under the CHARLES L. STOUP REVOCABLE TRUST AGREEMENT (hereinafter referred to as the "1997 Trust Agreement,,) executed prior to the execution of this Will, to be added to and to form a part of the trust estate held under the 1997 Trust Agreement, as amended at any time prior to my death, or, if the 1997 Trust Agreement is not in effect at the time of my death, to be held in trust on the same terms and conditions specified in the 1997 Trust Agreement as it existed at the time of the execution of this Will or of the last codicil hereto, with like effect as if said terms and conditions were set forth herein verbatim. ARTICLE FOUR Executors I appoint my son, CHARLES L. STOUP, JR., as Executor of this Will. If my son, or any successor individual Executor is unable or unwilling to serve Or to continue to serve as an individual Executor, to appoint another individual or a bank as successor Executor. If my son is unable or unwilling to act or to continue to act as Executor of this Will, and a successor has not been appointed, I appoint my son, JAMES H. STOUP, as successor Executor. In addition to the powers conferred by law, my Executor shall have the following'discretionary powers: Section 1. Power to Retain Assets. estate any property received hereunder, diversification. To retain as part of my without any duty of Section 2. Power to Invest. To invest and reinvest the principal of my estate in such stocks, bonds, mortgages, securities or other property, real or personal, without being limited to the classes of securities or investments in which fiduciaries are by law authorized to invest funds. Section 3. Power to Deal With Assets. To sell, exchange, lease, encumber, option or otherwise dispose of all or any portion of my estate, real or personal, in such manner and upon such terms and conditions as are deemed advisable, and to make, execute and deliver any documents necessary to effectuate any powers herein granted. Section 4. Tax Powers. In connection with the making and filing of all income tax, estate, inheritance and other death tax, gift tax and other tax returns and the paying of such taxes, to make such elections, decisions, concessions and settlements, including extensions of time for the payment of any Federal estate taxes or other taxes due, as may be deemed proper, without liability to any person thereby affected, and without the necessity of making compensating adjustments. Section 5. Power to Distribute in Kind. To make distributions of my estate in cash, in kind, or partly in cash and partly in kind; and to make non-pro rata distributions in kind without consideration of the income tax basis of the assets distributed. Section 6. Allocation of Expenses and Receipts. To determine, in a fiduciary capacity, how expenses of administration and receipts are to be apportioned between principal and income. Section 7. Advance Distributions. To make advance distributions in an estimated amount to fund the respective trusts established under the 1997 Trust Agreement. Section 8. Allocation of Generation-Skippinq Transfer I direct my Executor to allocate my unused generation-skipping transfer ("GST") exemption under Section 2631 of the Code remaining after all allocations made by me (or by operation of law) to assets transferred by me during my lifetime, to the following transfers in the order of priority listed: (a) To all "direct skip transfers" (other than direct skip transfers caused by a disclaimer) that do not qualify for any other exemption or exclusion from the GST tax. (b) To the Exempt Family Trust portion of the CHARLES L. BTOUP FAMILY TRUST, created under the 1997 Trust Agreement. (c) Thereafter, to other transfers as my Executor deems appropriate. Section 9. Real Estate and Proceeds. I do not wish to have the value of my estate reduced by its forced sale at my death. I therefore authorize my Executor to retain such real estate until such time as it can be sold for its fair market value and, if necessary in order to provide funds for the payment of any debts, expenses, estate taxes, inheritance taxes, transfer taxes and other taxes of a similar nature payable by reason of my death, I authorize my Executor to borrow money and for that purpose to mortgage any such real estate and to execute and deliver all notes, bonds, mortgages, and other instruments and to perform all acts necessary, proper or convenient in connection therewith, any and all such loans and mortgages to be made in the sole discretion of my Executor and for such amounts and upon such terms as my Executor deems proper. I authorize my Executor in his sole discretion, and without the necessity of petitioning any court for approval or confirmation, to sell at any time all or part of the real estate which I own at my death to any one or more of my children or their issue for such price and upon such terms and conditions as all of my surviving children may agree. 3 ARTICLE FIVE Waiver of Bomd I direct that no Executor named hereunder shall be required to give bond for the faithful performance of duty in any jurisdiction. ARTICLE SIX Source of Payment of Debts, Expenses and Taxes (a) Except as provided in paragraph (b), all federal estate taxes and all local, state and foreign estate, inheritance, transfer, legacy, succession and similar taxes payable by reason of my death upon the property constituting my gross estate for death tax purposes, whether or not such property passes under this Will, and all GST taxes (if any) payable at my death with respect to all transfers of property constituting direct skips (as defined in Section 2612(c) of the Code of which I am the transferor, other than any direct skip resulting from a disclaimer or to the extent that a GST exemption is claimed with respect thereto, and any interest and penalties on any of the same, together with all legally enforceable debts, costs of administration and.other proper expenses paid by my Executors, shall be paid as provided in the 1997 Trust Agreement executed prior to the execution of this Will, as now existing or amended after the execution of this Will. To the extent any of these items directed to be paid from the 1997 Trust Agreement are not paid as provided above, they are to be paid from my residuary estate, without apportionment. (b) Any of such taxes identified in paragraph (a) above attributable to (1) qualified terminable interest property in which I may have a qualifying income interest for life, with the exception of any qualified terminable interest trust for which an election under Section 2652(a)(3) of the Code has been made in my wife's estate, (2) property not included in my estate for administration purposes and with respect to which a governing instrument directs the fiduciary or other legal owner thereof to pay from such property a share or portion of such taxes, (3) property over which I may have a power of appointment, which power was given by someone other than myself, (4) any GST tax except as otherwise specifically Provided under paragraph (a) above, or (5) any additional tax payable under Section 4980A(d) of the Code on any excess retirement accumulation, or any interest or penalties on any of the same, shall be apportioned and paid in the manner provided by law or in the manner provided in the 1997 Trust Agreement. With respect to any payment of tax imposed under Section 4980A(d) of the Code, my Executors shall be entitled, but 4 not required, to recover such tax payment from the beneficiary receiving property on which the tax is imposed. ARTICLE SEVEN Interpretation o$ Will Section 1. Sinqular and Plural; Use of Gender. Whenever used herein, the singular shall include the plural, the plural the singular and the use of any gender shall be applicable to all genders. Section 2. Definitions. (a) Child, Children or Issue. Whenever the terms "child," "children" and "issue" are used herein, such terms shall exclude adopted children, regardless of the date of adoption. (b) Code. Whenever the term "Code" is used herein, such te~m shall mean the Internal Revenue Code of 1986, as amended. Section 3. Captions. The captions of articles and sections of this Will are for convenience of reference only and shall not affect the interpretation of this Will. Section 4. Governinq Law. I hereby declare that I am a domiciliary of the Commonwealth of Pennsylvania and that the succession laws and other applicable laws of the Commonwealth of Pennsylvania shall control the interpretation of this Will and the ownership of any other property passing at the time of my death other than under this Will, and that no succession laws of any other nation or state shall have any applicability to this Will or the ownership of any other property passing at the time of my death other than under this Will. 5 XN WITNEBB WHEREOF, I have hereunto s~ _my ..~and an~. seal to the original Df this Will only this ~/ ~./-~-day of ~¢ '~/ , 1997. Signed, sealed, published and declared by the above-named CHARLES L. STOUP, as and for his Will in the presence of us and each of us, who, at his request, in his presence and in the presence of each other, have hereunto subscribed our names as witnesses thereto the day and year last above written. '. Residing at 6 A'CKNOWLEDGMENT AND AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA COUNTY OF ~ ~k, ~ ) SS: and ~~y 0gm5~ , the Testator and the witnesses, respectively, whose names are signed to the attached or foregoing instr~ent, being first duly .sworn, do hereby declare to the undersigned authority that the Testator signed and executed the instr~ent as his Last Will and that he signed willingly, and that he executed it as his free and voluntary act for the purposes therein e~ressed, and that each of the witnesses, in the presence and hearing of the Testator, signed the Will as witnesses and that to the best of their knowledge the Testator was at that time eighteen years of age or older, 'of sound mind and under no constraint or undue influence. 6~E~ L. S(~ -' Witness SUBSCRIBED, sworn to and acknowledged before me by CHARLES L. STOUP, the Testator, and subscribed and swo~ to before me by witnesses, this ~ ~ day of A~r.'l , 1997. (Notarial Seal ) I Nof~r;~! Seal Alvin H. BliP,_,, I~.otary Pt.t~ll~ Cafli-¢e Boro, Cu:';%~.,da;'d CoU~y My Oomrnis~.:or, ~<p~f~ ~ ~ !~7 13o537.! ' Notary Public ECKERT SEAMANS CHERIN & MELLOT'i P.O. BOX 1248 HARRISBURG, PA 17108 (717) 237-6000 FIRST CODICIL TO THE WILL OF CHARLES L. STOUP I, CHARLES L. STOUP, of Cumberland County, Pennsylvania, declare this to be the sole Codicil to my Last Will dated April 21, 1997. FIRST: Article Three of my Last Will is deleted in its entirety and is replaced with the following: ARTICLE THREE Residue All the residue of my estate, excluding any property over which I have a power of appointment, I give, devise, and bequeath as follows: (a) Two Hundred Thousand Dollars and 00/100 ($200,000.00) to GHF, Inc. as Trustee, IN TRUST NEVERTHELESS, for charitable, educational, scientific or civic uses, according to the plan known as The Greater Harrisburg Foundation (GHF) specifically for addition to or to establish the Charles L. Stoup Fund as an endowment fund of GHF in accordance with that letter of agreement between myself and GHF dated ~:~z¢~z ~,4~,/z~ 1997, as amended. Co) The remaining residue of my estate to the then serving trustees under the CHARLES L. STOUP REVOCABLE TRUST AGREEMENT (hereinafter referred to as the "1997 Trust Agreement") dated April 21, 1997, to be added to and to form a part of the trust estate held under the 1997 Trust Agreement, as amended at any time prior to my death, or, if the 1997 Trust Agreement is not in effect at the time of my death, to be held in trust on the same terms and conditions specified in the 1997 Trust Agreement as it existed at the time of the execution of this Will or of the last codicil hereto, with like effect as if said terms and conditions were set forth herein verbatim. SECOND: In all other respects, I ratify, confirm and republish my Last Will dated April 21, 1997 together with this sole Codicil, as and for my Last Will. ,1997. //'ff~~(~ ~// (SEAL) c~I~X~LES L. ~OUV Signed, sealed, published and declared by the above-named CHARLES L. STOUP, as and for his sole Codicil to his Will, in the presence of us and each of us, who, at his request, in his presence and in the presence of each other, have hereunto subscribed our names as wimesses thereto the day and year last above written. Wimes~/ Witness ACKNOWLEDGMENT AND AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA ) ) SS: COUNTY OF DAUPHIN ) We, CHARLES L. STOUP, /7'}arar~,r'e.~ 0~ ~£,,~,~ and ~/,~r,,~ }d. 7,e~/er;, the Testator and the witnesses, respectively, W'fiose names are signed ~o the aRached 6r foregoing instrument, being first duly sworn, do hereby declare to the undersigned authority that the Testator signed and executed the instrument as the First Codicil to his Last Will and that he signed willingly, and that he executed it as his free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of the Testator, signed the First Codicil to his Will as witnesses and that to the best of their knowledge the Testator was at that time eighteen years of age or older, of sound mind and under no constraint or undue influence. imess' ' SUBSCRIBED, sworn to and acknowledged before me by CHARLES L. STOUP, the Testator, ~and subscribed and sworn to before me by/rta,-~,-~..~'[q~a4 , and J/a-_,:._~ .~_- ~e.,~..~.~ , witnesses, this .~a~t__ day of' Q~c3= o~m-- , 1997. (Nomqal Seal) Notarial Seal Alvin H. Blitz, Notary Public Harrisburg, Dauphin_ Coun_t_y My Commission Expires sept. ;~;', 2001 Member, Pennsylvania Association of Notaries Notary Public 142809.1 -2- SECOND CODICIL TO THE WILL OF CHARLES L. STOUP I, CHARLES L. STOUP, of Cumberland County, Pennsylvania, declare this to be the Second Codicil to my Last Will dated April 21, 1997. FIRST: Article Three of my Last Will as replaced by my First Codicil to my Last Will is deleted in its entirety and is replaced with the following: ARTICLE THREE Residue All the residue of my estate, excluding any property over which I have a power of appointment, I give, devise, and bequeath as follows: (a) Two Hundred Fifty Thousand Dollars and 00/100 ($250,000.00) to GHF, Inc. as Trustee, IN TRUST NEVERTHELESS, for charitable, educational, scientific or civic uses, according to the plan known as The Greater Harrisburg Foundation (GHF) specifically for addition to or to establish the Charles L. Stoup Fund as an endowment fund of GHF in accordance with that letter of agreement between myself and GHF dated October 20, 1997, as amended. (b) The remaining residue of my estate to the then serving trustees under the CHARLES L. STOUP REVOCABLE TRUST AGREEMENT (hereinafter referred to as the "1997 Trust Agreement") dated April 21, 1997, to be added to and to form a part of the trust estate held under the 1997 Trust Agreement, as amended at any time prior to my death, or, if the 1997 Trust Agreement is not in effect at the time of my death, to be held in trust on the same terms and conditions specified in the 1997 Trust Agreement as it existed at the time of the execution of this Will or of the last codicil hereto, with like effect as if said terms and conditions were set forth herein verbatim. SECOND: In all other respects, I ratify, confirm and republish my Last Will dated April 21, 1997 together with the First Codicil, and this Second Codicil as and for my Last Will. .,~~Tff.~S WHEREOF, I have hereunto setmy hand andseal this, 1998. '~' dayof ~ (SEAL) CHARLES L. ST~ Signed, sealed, published and declared by the above-named CHARLES L. STOUP, as and for his Second Codicil to his Will, in the presence of us and each of us, who, at his request, in his presence and in the presence of each other, have hereunto subscribed our names as witnesses thereto the day and year last abo~e written. Witness Witness ACKNOWLEDGMENT AND AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA ) ) SS: COUNTY OF DAUPHIN ) Testator ~d ~e wimesses, respectively, whose n~es ~igned to ~ a~ch~ or foregoing ~s~ent, being f~st duly sworn, do hereby decl~e to the undersign~ au~oriW ~at ~e Testator signed ~d executed ~e ins~ment as ~e Second Codicil to his ~st Will ~d that he signed will~gly, and ~at he execu~d it as his free ~d volun~ act for ~e pu~Oses · erein expressed, ~d that each of ~e wimesses, in ~e presence ~d hem~g of ~e Testator, si~ed ~e Second Codicil to his Will as wimesses ~d ~at to ~e best of ~eb ~owledge ~e Testator was at ~at t~e eighteen ye~s of age or older, of sound m~d ~d under no com~aint or undue influence. Witness SUBSCRIBED, sworn to and acknowledged before me by CHARLES L. STOUP, the Testator, and subscribed and sworn to before me by D,-~-r~ ~,~ Notarial Seal Avin H. Blitz. Notary Public Harrisburg. Dauphin County My Commission Expires Sept. 22, 2001 ~ember. pennsylvania Association of Notaries ('Notarial Seal) day of , 1998, Notary Public '~c. s0o.i -2- THIRD CODICIL TO THE WILL OF CHARLES L. STOUP I, CHARLES L. STOUP, of Cumberland County, Pennsylvania, declare this to be the Third Codicil to my Last Will dated April 21, 1997 ("Last Will"). FIRST: I hereby revoke in their entirety my First Codicil to my Last Will dated October 2, 1997 and my Second Codicil to my Last Will dated March 23, 1998. SECOND: In all other respects, I ratify, confirm and republish my Last Will dated April 21, 1997. r~IN~NESS WHEREOF, I have hereunto set my hand and seal this ',~ day Of ~'g"~ a~ , 1998. CHARLES ~,. STIrrUP - - - t Signed, sealed, published and declared by the above-named CHARLES L. STOUP, as and for his Third Codicil to his Will, in the presence of us and each of us, who, at his request, in his presence and in the presence of each other, have hereunto subscribed our names as witnesses thereto the day and year last above written. Wi/n~ss v _ Witness ACKNOWLEDGMENT AND AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA ) ) SS: COUNTY OF DAUPHIN ) We, CHARLES L. STOUP, '~,~%~4 ~'~, ?(.~l(_j~)/~,'~ and .j(~.~0.~4 ~-a~Cn,~ , the Testator and the witnesses, respectively, whose names are signed to the attached or foregoing instrumem, being first duly sworn, do hereby declare to the undersigned authority that the Testator signed and executed the instrumem as the Third Codicil to his Last Will and that he signed willingly, and that he executed it as his free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of the Testator, signed the Third Codicil to his Will as witnesses and that to the best of their knowledge the Testator was at that time eighteen years of age or older, of sound mind and under no constraint or undue influence. Witness SUBSCRIBED, sworn to and acknowledged before me by CHARLES L. STOUP, the Testator, ,an5 subscribed and sworn to before me by ~(1.._%~ [~. '~),~ (~t.~11,7, and J('.~Ta~ ga.~c n~,,~ , witnesses, this ~,R~ day'of Oc~'o'~,~-- , 1998. Notarial Seal (~'~ Alvin H. Blitz, Notary Public Harrisburg, Dauphin County ~-'~ My Commission Expires Sept. 22, 2001 Member, Pennsylvania Association of Notaries Notary Public (Notarial Seal) CHARLES L. STOUP REVOCABLE TRUST A~R~EMENT This is the CHARLES L. STOUP REVOCABLE TRUST AGREEMENT dated ~p~A =k~ , 1997 (the "Agreement,,), by and between CHARLES L. STOUP, of Cumberland County, Pennsylvania, (who is hereinafter referred to as "GrantOr,,) , and CHARLES L. STOUP, (who together_ with and any additional or successor Trustees are hereinafter collectively referred to as "Trustees',). ARTICLE ONE Trust Estate Grantor has transferred and delivered to Trustees the property listed on Schedule "A" attached hereto and made a part hereof, and may cause certain property to be made payable to Trustees by beneficiary designation. Grantor may also transfer and deliver to Trustees additional property acceptable to Trustees. Trustees shall hold all such property delivered to them by Grantor or made payable to them by beneficiary designation or Will as a Trust~ Estate, shall invest the same and shall distribute the net income (hereinafter called "Income") and principal under the terms of this Agreement. ARTICLE TWO Durinq Grantor's Lifetimm Trustees shall pay to or apply for the benefit of Grantor (without obligation to any guardian who may be appointed for Grantor) whatever sums from the Income or principal of the .Trust Estate that Trustees in their discretion deem necessary or advisable for Grantor,s health, support, and maintenance, taking into consideration the standard of living to which Grantor is presently accustomed. Any undistributed Income in any calendar year shall be accumulated and added to principal and invested as such. Trustees are authorized to provide for the finest available support and health care of Grantor, even if this leaves no assets of the Trust Estate remaining for other beneficiaries. No individual Trustee (other than Grantor) may participate in any decision to make a distribution from the Trust Estate that would discharge a legal support obligation of that individual. ARTICLE THREE Trust for Grantor's Family Section 1. Creation of Trust. Upon the death of Grantor, the remainder of the Trust Estate, shall be held by Trustees as the CHARLES L. STOUP FAMILY TRUST subject to the provisions hereinafter set forth: (a) Trustees are authorized in their discretion to Pay to Grantor's personal representative from the principal of this Trust, the amount which said personal representative shall request in writing to supplement Grantor,s estate in order to discharge in full the death taxes and administration expenses therefrom. (b) Grantor directs Trustees to divide the CHARLES L. STOUP FAMILY TRUST into two fractional shares, one share to be known as the "Exempt Family Trust" and the other share to be known as the "Nonexempt Family Trust.', The Exempt Family Trust shall be funded with an amount equal to Grantor's unused generation-skipping transfer exemption and shall be determined by applying the following fraction to the CHARLES L. STOUP FAMILY TRUST, valued and composed of as finally determined for federal estate tax purposes: The numerator of the fraction shall be an amount equal to the generation-skipping transfer exemption (as provided in Section 2631 of the Code) not allocated (or deemed to be allocated) to other property by or for Grantor during his life or at my death; and the denominator of the fraction shall be the value of the CHARLES L. STOUP FAMILY TRUST as finally determined for federal estate tax purposes. (c) The assets of the CHARLES L. STOUP FAMILY TRUST which are not allocated to the Exempt Family Trust shall be allocated to the Nonexempt Family Trust. (d) Assets shall be allocated to the Exempt Family Trust in such a manner that the Exempt Family Trust and Nonexempt Family Trust shall share ratably in the appreciation or depreciation in the value of the CHARLES L. STOUP FAMILY TRUST. (e) To the extent consistent with Trustees, fiduciary obligations, Trustees, in making distributions of income or principal under the provisions of this Article, shall take advantage of the opportunities provided by the creation of separate subtrusts to avoid or delay the imposition of generation-skipping transfer tax when making distributions, and to maximize the amount of principal that eventually may be distributed to Grantor's grandchildren or more remote issue without transfer tax of any kind at the termination of all trusts created under this Agreement. -2- (f) Grantor recognizes that the numerator of the fraction set forth above in this Paragraph may be Zero (0), in which case no property shall be allocated to the Exempt Family Trust. also recognizes that the numerator of such fraction may be Grantor · equal to or greater than the denominator, in which case the entire C~%RLES L. STOUP FAM~LX TRUST shall be allocated to the Exempt Family Trust. (g) Except as otherwise provided and subject to any of the foregoing payments for taxes and expenses, the Income and principal of each Trust under this Article shall be held, administered and distributed as follows: Section 2. Trusts for Grantor's Children and Their Issue.. Upon Grantor's death, the remaining principal and accumulated Income of the Exempt Family Trust shall be divided into separate equal shares so that there shall be One (1) share for each child of Grantor who is living at that time and One (1) share for the issue of each child of Grantor who at that time is deceased but represented by living issue. (Each separate share created hereunder which was originally part of the Exempt Family Trust shall be referred to as an "Exempt Separate Share") Upon Grantor,s death, the remaining principal and accumulated Income of the Nonexempt Family Trust shall be divided into separate equal shares so that there shall be One (1) share for each child of Grantor who is living at that time and One (1) share for the issue of each child of Grantor who at that time is deceased but represented by living issue. (Each separate share created hereunder which was originally part of the Nonexempt Family Trust shall be referred to as a "Nonexempt Separate Share") The Income and principal of the said separate shares shall be held, administered and distributed as follows: (a) Exempt Share Trusts for Children. Each share of the Exempt Family Trust set aside for a then living child of mine shall be held in a separate trust hereunder, the Income and principal of which shall be disposed of as follows: (i) Trustees shall distribute to such child during his or her lifetime, all of the Income of his or her separate share trust in annual or more frequent periodic installments. (ii) Upon the death of a child, the remaining principal of the Exempt Separate Share trust attributable to such child together with any undistributed Income thereon, shall be divided into separate equal shares so that there shall be One (1) share for each of Grantor,s grandchildren who is living at that time. Each such share shall be held in a separate share trust for the benefit of such grandchild to whom it is attributable to be administered and distributed as provided in subparagraph (c) (ii) below. (b) Nonexempt Share Trusts for Children. Each share of the Nonexempt Family Trust set aside for a then living child of mine -3- shall be held in a separate trust hereunder, the Income and principal of which shall be disposed of as follows: (i) Trustees may distribute to such child, all or any portion of the Income as the Outside Trustee, in its absolute discretion, may deem advisable. Any of the Income which is not so distributed in any calendar year shall be accumulated and added to principal and invested as such. (ii) Trustees may also distribute to such child, from time to time, such portion of the principal of his or'her trust as the Outside Trustee, in its absolute discretion, may deem advisable for such child's health, maintenance' support and education. (iii)Additionally, upon the creation of a Nonexempt Separate Share trust hereunder for a then living child of Grantor, such child shall have the right to withdraw all of the principal of such trust and upon complete withdrawal the said separate share trust shall terminate. This right of withdrawal shall be a privilege which may be exercised only voluntarily and shall not include an involuntary exercise. (iv) Upon the death of a child prior to complete withdrawal of his or her Nonexempt Separate Share trust, the remaining principal, if any, of such trust shall be transferred and delivered to or for the benefit of such one or more persons, corporations or other organizations, inclusive of his creditors, his estate and creditors of his estate, in such amounts and subject to such trusts, terms and conditions as such child shall appoint by specific reference in his or her Will to this general power. The remaining principal of the Nonexempt Separate Share trust, to the extent not so appointed by Will, shall be held in trust for the benefit of said child's surviving issue as provided .in paragraph (c) below. If there are no issue of said child living at that time, such then remaining principal shall be delivered to Grantor's issue who are living at that time, such issue to take per stirpes; provided, however, that the share of any Nonexempt Separate Share trust then accruing to the beneficiary of any other existing Nonexempt Separate Share trust created under this Agreement shall be added to that trust and held, administered and distributed as though an original part thereof; and provided further, that any share of a Nonexempt Separate Share trust attributable to any grandchild of Grantor for whom there is no Nonexempt Separate Share trust then existing under this Agreement shall be held in a separate trust for the benefit of such grandchild to be administered and distributed as provided in paragraph (c) (ii) below. (c) ~xemDt Share Trusts for Grandchildren. Each Exempt Separate Share set aside for the then living issue of a deceased child of Grantor or the remainder of any Exempt Separate Share trust created under paragraph (a) above shall be divided into separate equal shares so that there shall be One (1) share for each -4- of said child's children who is living at that time and One (1) share for the issue of each grandchild who at that time may be deceased but represented by living issue. The Income and principal of the said separate shares shall be distributed as follows: (i) Each such share set aside for the then living issue of a deceased grandchild shall be distributed to such issue, per stirpes, subject to the minor beneficiary provisions contained in Article Four hereof. (ii) Each such share set aside for a ~then living grandchild shall be held in a separate trust for s who .is then living and adminis~ ....... uch grandchild ~r~ ann ~lstribut · Er°v~ded During the existence of said ........ e~ as .herein · '. . ~ ~=~=~e snare trust, ~rustees shall distribute to or for the benefit of such grandchild, all of the Income to such grandchild in convenient installments but not less than quarter-annually. After said grandchild attains his or her twenty-fifth (25m) birthday (or upon the funding of his or her separate share trust in the case of a grandchild who has heretofore attained said age), Trustees may also distribute to or for the benefit of such grandchild some of the principal, at suc~ times and in such proportions as the Outside Trustee, in its sole discretion, after taking into account all other sources of income or support and the assets available to such grandchild, shall deem advisable to provide for his or her health, support, maintenance and education. After said grandchild attains his or her twenty~ fifth (25m) birthday (or upon the funding of his or her separate share trust in the case of a grandchild who has heretofore attained said age), he or she shall have the right to withdraw all of the then remaining principal of such separate share trust and upon complete withdrawal the said separate share trust shall terminate. Upon the death of a grandchild for whom such a separate share trust exists, the remaining principal, if any, of such separate share trust, together with any accrued and undistributed Income thereon, shall be transferred and delivered to or for the benefit of such one or more persons, corporations or other organizations exclusive of the grandchild, his or her creditors, his or her estate and creditors of his or her estate, in such amounts and subject to such trusts, terms and conditions as said grandchild may appoint by specific reference in his or her Will to this special power. To whatever extent the then remaining principal, together with any accrued or undistributed Income thereon, of such separate share trust is not effectively appointed by said grandchild pursuant to the foregoing special power to appoint by Will, it shall be dis- tributed among the issue of such grandchild who are living at that time, such issue to take per stirpes, subject to the provisions contained in Article Four; if there are no issue of such grandchild living at that time, such then remaining principal and undistributed Income thereon, such then remaining principal shall be delivered to the issue of Grantor who are living at that time, such issue to take per stirpes; provided, however, that the share then accruing to the beneficiary of any other existing separate share trust created under this Agreement shall be added to that -5- trust and held and distributed as though an original part thereof; and provided further that any share attributable to a grandchild of Grantor for whom there is no separate share trust then existing under this Agreement shall be held in a separate trust for the benefit of such grandchild to be administered and distributed as provided in this paragraph (c) (ii). (d) Nonexempt Share Trusts for Grandchildren. Each Nonexempt Separate Share set aside for the then living issue of a deceased child of Grantor or the remainder of any Nonexempt Separate Share trust created under paragraph (b) above shall be divided into separate equal shares so that there shall be One (1) share for each of said child's children who is living at that~time and One (1) share for the issue of each grandchild who at that ~ime may be deceased but represented by living issue. The Income and principal of the said separate shares shall be distributed as follows: (i) Each such share set aside for the then living issue of a deceased grandchild shall be distributed to such issue, per stirpes, subject to the minor beneficiary provisions contained in Article Four hereof. (ii) Each such share (also referred to as an "Nonexempt Separate Share") set aside for a then living grandchild shall be held in a separate trust for such grandchild who is then living and administered and distributed as herein provided. During the existence of said separate share trust, Trustees shall distrib- ute to or for the benefit of such grandchild, all of the Income to such grandchild in convenient installments but not less than quarter-annually. Trustee shall not distribute any principal to such grandchild prior to such grandchild attaining age twenty-five (25). After said grandchild attains his or her twenty-fifth (25~) birthday (or upon the funding of his or her separate share trust in the case of a grandchild who has heretofore attained said age), Trustees may also distribute to or for the benefit of such grandchild some of the principal, at such times and in such proportions as the Outside Trustee, in its sole discretion, after taking into account all other sources of income or support and the assets available to such grandchild, shall deem advisable to provide for his or her health, support, maintenance and education. After said grandchild attains his or her twenty-fifth (25~) birthday, he or she shall have the right to withdraw all of the then remaining principal of such Separate share trust and upon complete withdrawal the said separate share trust shall terminate. This right of withdrawal shall be a privilege which may be exercised only voluntarily and shall not include an involuntary exercise. Upon the death of a grandchild for whom such a separate share trust exists, the remaining principal, if any, of such separate share trust shall be transferred and delivered to or for the benefit of such one or more persons, corporations or other organizations inclusive of his or her creditors, his or her estate and creditors of his or her estate, in such amounts and subject to -6- such trusts, terms and conditions as said grandchild may appoint by specific reference in his or her Will to this general power. To whatever extent the then remaining principal, together with any accrued or undistributed Income thereon, of such separate share trust is not effectively appointed by said grandchild pursuant to the foregoing power to appoint by Will, it shall be distributed among the issue of such grandchild who are living at that time, such issue to take per stirpes, subject to the provisions contained in Article Four; if there are no issue of such grandchild living at that time, such then remaining principal shall be delivered to the issue who are living at that time of the parent of such grandchild who was a child of Grantor, such issue to take per stirpes; if there are no issue of such parent living at that time, such then remaining principal shall be delivered to the issue of Grant~ who are living at that time, such issue to take per stirpes; provided, however, that the share then accruing to the beneficiary of any other existing Nonexempt Separate Share trust created under this Agreement shall be added to that trust and held and distributed as though an original part thereof; and provided further that any share attributable to a grandchild of Grantor for whom there is no Nonexempt Separate Share trust then existing under this Agreement shall be held in a separate trust for the benefit of such grandchild to be administered and distributed as provided in this paragraph (d) (ii). Section 3. Ultimate Distribution. If any amount held in trust hereunder remains undistributed under the foregoing provisions, then following the death of the last beneficiary who was the issue of the Grantor, the Trustees shall immediately terminate said Trust and distribute such amount to the Grantor's Personal Representative. ARTICLE FOUR Minor Beneficiaries If any beneficiary who is entitled to receive absolutely and free of trust a share of the principal of any trust created hereunder is under the age of Twenty-One (21) years (hereinafter referred to as a "minor"), Trustees are hereby authorized and empowered to hold and manage such share for the benefit of such minor during his or her minority, but this authority shall be construed as a power only and shall not operate to suspend the absolute ownership thereof by such minor nor to prevent the absolute vesting thereof in such minor. During the minority of any such beneficiary, Trustees may accumulate all or any part of the Income from such beneficiary,s share or pay so much thereof, together with such amounts of the principal of such beneficiary's share, as Trustees, in their sole discretion, shall deem necessarY or advisable for such beneficiary,s health, support, maintenance and education. If any such beneficiary should die during his or her minority, Trustees are authorized, in their sole discretion, to pay part or all of such beneficiary,s funeral expenses, and the -7- remaining principal of such beneficiary,s share as it is then constituted shall be paid to the persons entitled to such beneficiary,s personal estate. ARTICLE FIVE Other Provisions Affectinq Trusts Section 1. Disbursements to or for the Benefit of Minors. In the disbursement of funds directed to be paid under Articles Three and Four hereof to or for the use and benefit of any beneficiary who is a minor or who may be incapacitated, Trustees may make distributions, whether of Income or principal, to any person under the age of Twenty-One (21) or to any incapacitated person according to the terms of this Agreement by making distributions directly to that person whether or not that person has a guardian; to the parent, guardian, or spouse of that person; to a custodial account established by Trustees or others for that person under an applicable Uniform Gifts (or Transfers) To Minors Act; to a sequestered account; to any adult who resides in the same household with that person or who is otherwise responsible for the care and well-being of that person; or by applying any distribution for the benefit of that person in any manner Trustee deems proper. The receipt by the person to whom payment is made will constitute full discharge of Trustees with respect to that payment. Section 2. Accrued Incomm. Upon the death of any Income beneficiary, any Income accrued or ~eceived by Trustees subsequent to the last Income payment date shall be paid to the person or persons for whose benefit the principal producing such Income is continued in trust or to whom such principal is distributed under the terms hereof. Section 3. Stock Dividends. Corporate distributions received in shares of the distributing corporation shall be allocated to principal, regardless of the number of shares and however described or designated by the distributing corporation. Section 4. Spendthrift Provision. During the continuance of any of the trusts created under this Agreement the principal sums thus held in trust for the beneficiaries, respectively, and the Income thereof shall not be subject to or liable for any contracts, debts, engagements, liabilities or torts of such beneficiaries, or any of them, now or hereafter made, contracted, incurred or committed, but shall be absolutely free from the same, and the beneficiaries of any trust shall have no power to sell, assign, or encumber all or any part of the said principal sums or their interest therein respectively, or the Income thereof, or t° anticipate the said Income. If any anticipation, assignment or transfer, whether voluntary or involuntary, or by operation of law, shall be made or attempted by or against any beneficiary of any trust, all further payments to said beneficiary of Income or principal of the trust shall be -8- suspended for such period of time or indefinitely (but in no case for longer than the term of the trust) as Trustees shall determine and, in lieu of such payments, Trustees may apply so much of the Income or principal of the Trust, or both, as Trustees may deem necessary for the health, support, maintenance and education of said beneficiary, and all Income of the trust not so applied shall, in the uncontrolled discretion of Trustees, be accumulated and added to the principal of the trust fund at such time or times as Trustees may deem proper. Section 5. Rule Aqainst Perpetuities. Notwithstanding anything in this Agreement to the contrary, if any trust created hereunder shall violate any applicable rule against perpetuities, or any similar law, such trust shall not continue beyond the p~iod of the limitations of such rule or law, and thereupon, such trust shall terminate and the property held in such trust shall be distributed to the beneficiary or beneficiaries then eligible or entitled to receive the income thereof, and if there is more than one beneficiary, in the proportion in which they are beneficiaries or if no proportion is designated in equal shares to such beneficiaries. ARTICLE SIX ~rustee Powerm Trustees shall have the following rights and powers exercisable without court approval, in addition to and without limiting the usual rights and powers vested in a trust fiduciary; provided, however, that all of such powers are exercisable only by Trustees in a fiduciary capacity and no individual Trustee shall have any power to make distributions for the purpose of discharging any legal obligation he or she may have. Section 2. power to Retain Assets Held at Death. Trustees may retain as an investment without any duty of diversification, all property, real or personal, received in kind from Grantor or from his estate. Section 2. Power to Retain Cash. Trustees may hold in the form of cash, awaiting distribution or desirable investments, such portion of the funds held in trust hereunder as at any time and from time to time Trustees in their discretion deem advisable. Section 3. Investment Powers. Trustees may invest and reinvest the principal held in trust, together with any Income accumulated thereon, in such stocks, bonds, mortgages, securities or other property, real or personal, as they deem advisable without being limited to the classes of securities or investments in which trust fiduciaries are authorized by law to invest trust funds. Section 4. Power to Use Nominee. Trustees may register or carry any investments held by them hereunder in their own name -9- or in the name of a nominee or nominees, including that of the corporate Trustee, a clearing corporation, a depository, in book entry form, or to retain any such investment unregistered or in a form permitting transfer by delivery; provided, however, that all such investments shall be so designated upon the records of such Trustees that the trust to which they belong shall appear clearly at all times. Section 5. Power to Sell Real Estate. Trustees may from time to time sell any ~nd all real estate held hereunder, at public or private sale, for such prices and upon such terms as they deem advisable, and may make, execute and deliver any deed or deeds therefor, conveying title therein in fee simple absolute, or for any less estate, to any purchaser or purchasers, freed~- and discharged of any and all trusts hereunder. Section 6. Power to Deal With Trust Assets. Trustees may from time to time sell, exchange, lease, encumber, option or otherwise dispose of all or any portion of the assets held in trust in such manner and upon such terms and conditions as they deem advisable, and may make, execute and deliver deeds, mortgages, leases, assignments and other documents necessary to carry out any of the powers granted Trustees, and which shall specifically include the authority to grant leases which extend beyond the period authorized by law. Section 7. Stock Powers. Trustees may from time to time vote by person or proxy any and all stock held in trust and may participate in any reorganization or merger of companies or corporations whose stock is held in trust. Trustees may exercise any and all conversion, subscription, and other rights of whatever nature, including (but not by way of limitation) stock options with respect to any stocks, bonds, or other securities included in trust and, for the purpose of exercising such rights, shall have the right to sell or otherwise dispose of all or any part of the assets held in trust or to borrow for the purpose of making payment. Section 8. Power to Borrow. Trustees may borrow money for such periods of time and upon such terms and conditions as they deem advisable for the purpose of paying any charges for the protection or improvement of any property held hereunder. Section 9. Power to Distribute in Kind. Trustees may distribute-~-n cash or kind, or both, as they deem advisable without respect to the income tax basis of such property, and such designations or divisions, including the values placed on such property for such purposes, shall be conclusive upon all parties. Section 10. Use of Life Insurance Proceeds. Trustees may use the proceeds of any life insurance policies made payable to them to purchase as an investment for any trust hereunder, any securities or other property, real or personal, owned by Grantor's estate, without liability for any depreciation in the value -10- thereof; or to make loans to Grantor,s estate on such terms as they deem advisable. Section 11. Power to Settle Claims. Trustees may adjust, compromise and settle or refer to arbitration any claim in favor of or against any trust hereunder, and may institute, prosecute or defend any and all such legal proceedings as they may deem advisable. Section 12. Power to Em_Dlo¥ Aqentm. Trustees may from time to time employ such person or persons, upon such terms and conditions as they deem advisable, to perform all ministerial and administrative duties, including investing and reinvesting of the trust property, keeping of the books and records and preparing all of the necessary tax returns. ' Section 13. Power to Merqe Trusts. After . Grantor, the Outside Trustee -~-~% ...... ~he death of o~ ~e authorized ~o merge or consolidate the assets of any trust created hereunder with the assets of any other trust created by Grantor during his lifetime which contains dispositive provisions similar to those provided for such trust created hereunder. Notwithstanding the foregoing. (a) the assets of any trust which is completely exempt fro~ the generation-skipping transfer tax imposed under Chapter 13 of the Code shall not be combined with the assets of another is not so exempt- and ,~, ~ ..... trust which combined as ~ , %~; ~ ~ne asse~s oI anv trusts shall be so provided hereunder, then the date-from w against perpetuities ~ ~ ....... hich the rule applicable) shall be th~=~:~ m~a~re~ ~ (lc any such rule is ==z~es5 or ~ne ~a~es upon which each such ~rSe~.be deemed to have been created for the purposes of such Section 14. ~ower to Terminate Trusts. After Grantor,s death, Trustees are authorized to terminate any trust created hereunder if such trust, in the opinion of the Outside Trustee, has insufficient assets to justify continued administration. In such event, Trustees shall distribute, subject to Article Four, the remaining principal and all accumulated Income of the trust to the beneficiaries then entitled or eligible to receive Income in proportion to their shares of that Income (or on a per capita basis if their shares are not fixed). The Outside Trustee shall exercise this power to terminate in its absolute discretion as it deems prudent for the best interest of the permissible current Income beneficiaries. This power cannot be exercised by a Trustee of a trust in which such Trustee has an interest as a beneficiary, either alone or in conjunction with any other Trustee, but must be exercised solely by the Outside Trustee, or if none, by a special Outside Trustee appointed for that purpose by a court having jurisdiction. Section 15. Dealinqs With Estates. Trustees may without court approval purchas~ as an investment for the trust estate any property, real or personal, owned by Grantor,s estate, or in their -11- discretion, make loans, secured or unsecured, to Grantor,s estate without liability for the nonpayment thereof. Trustees are specifically authorized to advance to Grantor,s estate such sums as may be advisable to aid Grantor,s Executors to exercise any and all options to purchase stock owned by Grantor at his death. Section 16. EmDloyee Benefits. Trustees may elect to receive or treat the proceeds from any pension, profit-sharing or other qualified employee benefit plan made payable to them as having been received in a lump-sum or installment payments as they may deem advisable, without liability therefor, such election to be binding and conclusive upon all parties. Under no circumstances shall such proceeds which may be excludible from Grantor's~e~tate for Pennsylvania inheritance tax purposes be used for the payment of any taxes, debts, administration expenses or other obligations enforceable against Grantor,s estate, including both probate and nonprobate assets, it being intended that any exclusion of such proceeds from Grantor's gross estate for Pennsylvania inheritance tax purposes be preserved. Section 17. Marqin Accounts. Trustees are expressly authorized to invest all or part of the assets held in trust in any cash management account or other investment account which includes the option to purchase securities on margin, and shall further be authorized to trade in any and all manner of stock options, including puts, calls and straddles, covered or uncovered, and for that purpose, may pledge any securities held or purchased by them as security for loans and advances to Trustees. Section 18. Business Powers. Trustees may carry on any business owned and operated by Grantor or by Grantor's estate as a sole proprietorship or any business conducted by a limited or general partnership of which Grantor or Grantor,s estate was a partner, or any business conducted by a limited liability company of which Grantor or Grantor's estate was a member, for whatever period of time Trustees may deem advisable, and to that end Trustees shall have the power to do any and all things they deem necessary or appropriate including the power to pay any negative cash flow, the power to incorporate any such business or hold the stock as an investment, the power to borrow and pledge assets held in trust as security for such borrowing, the power to liquidate or sell any such business or such interests therein at public or private sale and at such times and upon such terms as Trustees, in their sole discretion, deem advisable, and the power to employ agents to manage and operate such business without liability for the actions of any such agents, or for any loss, liability, or indebtedness of such business, if the management is selected or retained with reasonable care. Section 19. ~eneration-SkipDinq Tax Provisions. (a) .Creation of Separate Trust~. It is Grantor's desire, for generation-skipping transfer ("GST") tax purposes, that -12- all trusts contained herein have inclusion ratios, as defined in Section 2642(a) (1) of the Code, of either Zero (0) or One (1). If the amount distributable to any trust created hereunder exceeds Grantor's unused GST exemption to be allocated to such trust, Trustees shall divide such trust into two (2) separate trusts, so that one such trust (the "Exempt Trust,,) can be funded with property with an inclusion ratio of Zero (0) (the "Exempt Assets") and one such trust (the "Nonexempt Trust',) can be funded with property with an inclusion ratio of greater than Zero (0) (the "Nonexempt Assets"). (b) Distributions. Any discretionary distributions from a trust that has been divided into Exempt and Nonexempt Trusts, other than qualified expenditures for educational and medical needs, of Income or principal made to or by a skip person shall be made first from the Exempt Trust and only after the complete exhaustion of the Exempt Trust shall discretionary distributions of Income or principal be made to or by a skip person from the Nonexempt Trust, and any discretionary distributions of Income or principal made to or by a non-skip person, as well as all distributions for qualified educational or medical expenses made on behalf of either a skip person or a non-skip person, shall be made first from the Nonexempt Trust, and only after the complete exhaustion of the Nonexempt Trust shall such distributions of Income or principal be made from the Exempt Trust. (c) Additions to Trusts. As to any additions to any trust contained hereunder, Trustees shall distribute such additions in a way that the Exempt Trust will contain only Exempt Assets. Additionally, if for any reason a trust, or an addition to a trust, contained herein has an inclusion ratio of between Zero (0) and (1), Trustees shall be authorized to divide such trust or addition into two separate trusts or additions, so that there is one such trust or addition with only Exempt Assets and one such trust or addition with only Nonexempt Assets; provided, however, that if no such division can be made, Trustees may either hold such trust or addition as a separate trust or allocate the addition to the Nonexempt Trust under the same terms of the trust to .which it was distributed. A trust resulting from any division shall have the same terms as the trust that was divided. (d) ~xercise of Authority. Trustees are not required to obtain court approval for any exercise of authority granted to them under this Section, and the good faith exercise of such authority shall not be subject to complaint or appeal by any party. ARTICLE SEVEN Trustees Section 1. ~dditional and Successor Trustees. Upon the death of Grantor, or if Grantor is otherwise unable or unwilling to continue to serve as a Trustee hereunder, Grantor -13- nominates, constitutes and appoints his son, CHARLES L. STOUP, JR., as successor Trustee of each trust created hereunder. If Grantor,s son, CHARLES L. STOUP, JR., is unable or unwilling to act or to continue to act as a Trustee of each trust created hereunder prior to his death, he may appoint such individual or individuals or series thereof and/or bank or trust company or any combination thereof, to serve until the death of the survivor of Grantor and Grantor's son, CHARLES L. STOUP, JR., as he may designate in writing, or in default of such appointment a majority in interest of all adult beneficiaries hereunder may appoint such individual or individuals or series thereof and/or bank or trust company or any combination thereof, to serve as a successor Trustee hereunder until the death of the survivor of Grantor and Grantor's son, CHARLES L. STOUP, JR. In default of any of the foregoingS- any person with an interest in any trust created hereunder may petition a court of competent jurisdiction to appoint a successor Trustee to serve 'hereunder until the death of the survivor of Grantor and Grantor's son, CHARLES L. STOUP, JR. The guardian of a beneficiary under a disability shall have the authority to act for such beneficiary hereunder. Anything in this Agreement to the contrary notwithstanding, upon the death of the survivor of Grantor and Grantor,s son, CHARLES L. STOUP, JR., any individual serving as a Trustee hereunder shall immediately be removed from office. After the death of the survivor of Grantor and Grantor's son, CHARLES L. STOUP, JR., and at such time as a primary beneficiary of a separate share trust created hereunder has attained the age of Twenty-One (21) years (or upon the creation of a separate share trust in the. case of a primary beneficiary who has theretofore attained said age), Grantor nominates, constitutes and appoints each primary beneficiary to serve as a Co-Trustee of his or her separate share trust. Section 2. Reauirement. of Outside Trustee. After Grantor's death, there shall always be a bank or trust company serving as a Trustee of each trust from time to time subsisting hereunder. Such corporate Trustee shall be referred to herein as the "Outside Trustee.,, Grantor nominates, constitutes and appoints DAUPHIN DEPOSIT BANK AND TRUST COMPANY, or its successors in interest, to serve as the initial Outside Trustee of all trusts created hereunder. If DAUPHIN DEPOSIT BANK ANDTRUST COMPANY shall resign or otherwise be unable or unwilling to serve or continue to serve, or if at anytime there shall be no Outside Trustee serving of any trust subsisting hereunder after Grantor,s death then CHARLES L. STOUP, JR., if living, or if CHARLES L. STOUP, JR., is not living, then the.primary beneficiary of such trust shall appoint a bank or trust company located in the United States and qualified to accept trusts as the successor Outside Trustee as CHARLES L. STOUP, JR. or such primary beneficiary in his or her absolute discretion may designate in writing. In default of any of the foregoing, any person with an interest in any trust subsisting, hereunder may petition a court of competent jurisdiction to appoint a successor Outside Trustee to serve hereunder. The guardian of a -14- beneficiary under a disability shall have the authority to act for such beneficiary hereunder. Section 3. power of Removal. CHARLES L. STOUP, JR., during his lifetime, and upon CHARLES L. STOUP JR.'S death, any primary beneficiary of any trust subsisting hereunder shall have the power at any time and from time to time to remove the Outside Trustee of his or her separate share trust; provided, however, that immediately upon the removal of an Outside Trustee pursuant to the power granted in this Section a successor Outside Trustee shall be appointed pursuant to the provisions Section 2 of this Article Seven. This power of removal shall not be exhausted by one exercise thereof, but may be exercised from time to time by CHARLES L. STOUP, JR. or a primary beneficiary. -._ Section 4. Investment Adviser. The individual Trustee shall have the right to appoint one or more qualified investment advisers to manage all or any portion of the Trust of which he or she is a Trustee. The corporate Trustee shall have no obligation to perform an investment review of any assets subject to the management of a qualified investment adviser and shall make only such sales and purchases as are directed by such investment adviser. The corporate Trustee shall not be liable to any person in any way for any loss resulting from the directions, or failure to give directions, of such investment adviser. ' Section 5. Administrative Duties. As among Trustees, any corporate Trustee which may be serving hereunder shall perform all ministerial and administrative duties, including the keeping of the books and records, acting as custodian of the trust property and preparing all necessary tax returns. Section 6. Deleqation of Powers by Individual e~. Any individual Trustee(s) shall have full power and authority to delegate from time to time to any corporate Trustee which may be serving hereunder by an instrument in writing any or all of said individual Trustees, rights, powers and duties hereunder to the end and purpose that the corporate Trustee may be enabled to act in all respects for all of the Trustees hereunder during the term of such delegation; provided, however, that such delegation shall be subject to revocation by the individual Trustee(s) upon the delivery of written notice to that effect to the corporate Trustee. Section 7. ~aiver of Bond. No Trustee hereunder shall be required to give bond for the faithful performance of duty in any jurisdiction. Section 8. Compensation and Expenses of Trustee~.. Any corporate Trustee shall be entitled to receive annual compensation for its services hereunder in accordance with any agreement it shall have made with the individual Trustee, or if no such agreement is reached, then in accordance with its schedule in -15- effect when the services are performed, but not in excess of such compensation as would be approved by a court of competent jurisdiction. Any individual Trustee who is not an Income beneficiary of any trust created hereunder shall also be entitled to receive compensation commensurate with his or her services rendered. All Trustees shall be entitled to prompt reimbursement for all expenses reasonably incurred by them in the performance of their duties hereunder, to the extent that such expenses are not customarily included in the Trustee's annual compensation. Section 9. Majority Votm. Except as may otherwise be specified herein, any d~cision to be made by the Trustees of any trust created hereunder shall be made by a majority of the Trustees of such trust acting at that time ~. A~y Trustee who ceases to serve for any reason shall be entitled to receive from the Trust Estate (and the continuing Trustees shall make suitable arrangements to provide) reasonable indemnification and security to protect, defend, and hold that Trustee harmless from any damage or liability of any nature that may be imposed upon that Trustee by reason of its service as such. This protection, however, shall not extend to a Trustee,s actions or omissions to act done in bad faith that clearly and demonstrably result in damage or liability. A prior Trustee may enforce these provisions for indemnification against the current Trustees or against any assets held in trust under this agreement, or if the prior Trustee is an individual, against any beneficiary to the extent of distributions received by that beneficiary. This entitlement to indemnification shall extend to the estate, personal representatives, and legal successors and assigns of a Trustee. ARTICLE EIGHT Additions, Revocation, Amendments Se___ction [. Additions to Trust Estate. Grantor or others, specifically including Grantor's husband, may add hereto, by Will, inter vivos transfer or beneficiary designation, cash or such property in kind as is acceptable to Trustees. Section 2. Riqht to Revoke. Grantor reserves the right during her lifetime to alter, amend, modify, or revoke this Agreement in whole or in part by written notice signed by Grantor. ARTICLE NINE ~nterDretation ~ection 1. Construction Rules. Reference in this Agreement to any gender includes either masculine or feminine, as appropriate, and reference to any number includes both singular and plural where the context permits or requires. Use of descriptive -16- titles in this Agreement is for the purpose of convenience only and is not intended to restrict the application of those provisions. Section 2. Definitions. (a) ~hild, Children and Issue. Whenever the terms "child,', "children,,, and "issue" are used herein, such terms shall exclude adopted children, regardless of the date of adoption. (b) Education. Whenever the term "education,, is used herein, such term shall include all tuition, travel, room, board and other costs and expenses related to preparatory, special, vocational, business, college, post-graduate, and professional training. ~_ (c) Health. Whenever the term "health" is used herein, such term shall include all medical, psychiatric, dental, hospital and nursing expenses and expenses of invalidism. (d) Cod___~e. Whenever the term "Code" is used herein, such term shall mean the Internal Revenue Code of 1986, as amended. (e) primary Beneficiary. After the death of Grantor, each child of Grantor then living shall be the primary beneficiary of any separate share trust created for his or her benefit and his or her health, education, maintenance and support shall be considered primary and the interests of all succeeding or remainder beneficiaries in any such trust shall be considered secondary. After the death of his or her parent, each grandchild of Grantor for whom a separate share trust is created hereunder shall be the primary beneficiary of such trust and his or her health, education, maintenance and support shall be considered primary and the interests of all succeeding or remainder beneficiaries in any such trust shall be considered secondary. Section 3. ~xercise of Power of ADpointment. If any beneficiary has been given a power of appointment under this Agreement, in determining whether the beneficiary has exercised that power, Trustees may rely only upon,, (a) with respect to a power exercisable during the beneficiary s lifetime, a wrltte instrument signed by the be~-~ ....... ' n ~,=~ry ~na~ ma~es specific reference to such power and, (b) with respect to a power exercisable upon the beneficiary,s death, an instrument admitted to probate in any jurisdiction as that beneficiary,s last will and-testam makes specific reference to s,~ ............ ent that received written notice of su-~ ~L~*:~=~' _~ ~rus~ees nave not ~ =~ ~ns~rumen~ within six (6) months after the beneficiary,s death, it will be presumed that the beneficiary failed to exercise the power of appointment, and Trustees will not be liable for acting in accordance with that presumption. -17- Section 4. Governinq Law. This Agreement has been delivered to and accept~dby TruStee~ in Pennsylvania and shall be governed in all respects by the laws of Pennsylvania. IN WITNESS WHEREOF, the parties have signed this Agreement the day and year first above written. GRANTOR TRUSTEE: COMMONWEALTH OF PENNSYLVANIA ) COUNTY OF ) On this, the ~'~ day of AO~[1 , 1997, before me, a Notary Public, personally appeared CHARLES L. STOUP, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same for the purposes therein contained. IN WITNESS WHEREOF I hereunto set my hand and official seal. ' 997 Notary Public ~'ial Seal Alvin H. B]Iz, N,o~ry PL¢.~C Ca,-lisle Boro, CumbeC, aPz~ My Commission Expires Sept. ~, ! -18- S~ED~E "A" TO REVOCABLE TRUST AGREEMENT OF CHARLES L. STOUP -19- COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE BUREAU OF INDIVIDUAL TAXES DEPT. 280601 HARRISBURG, PA 17128-0601 RECEIVED FROM: PENNSYLVANIA INHERITANCE AND ESTATE TAX OFFICIAL RECEIPT NO. REV-1162 EXI11-96) CD O01183 ROGERS ELYSE E 415 FALLOWFIELD ROAD SUITE 102 CAMP HILL, PA 17011-4906 ESTATE INFORMATION: SSN: 268-05-4808 FILE NUMBER: 2102 - 0219 DECEDENT NAME: STOUP CHARLES L DATE OF PAYMENT: 05/1 6/2002 POSTMARK DATE: 00/00/0000 COUNTY: CUMBERLAND DATE OF DEATH: 02/19/2002 ACN ASSESSMENT CONTROL NUMBER AMOUNT 101 $60,000.00 REMARKS: TOTAL AMOUNT PAID: HERSHEY TRUST COMPANY C/O ELYSE ROGERS ESQUIRE $60,000.00 SEAL CHECK//054226 INITIALS: JA RECEIVED BY: MARY C. LEWIS REGISTER OF WILLS TAXPAYER COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE BUREAU OF INDIVIDUAL TAXES DEPT. 280601 HARRISBURG, PA 17~ 28-0601 RECEIVED FROM: PENNSYLVANIA INHERITANCE AND ESTATE TAX OFFICIAL RECEIPT NO. CD REV-1162 EX(11-96) OO1861 ROGERS ELYSE E ESQUIRE 415 FALLOWFIELD ROAD SUITE 102 CAMP HILL, PA 17011-4906 fold ESTATE INFORMATION: SSN: 268-05-4808 FILE NUMBER: 2102-021 9 DECEDENT NAME: STOUP CHARLES L DATE OF PAYMENT: 11/19/2002 POSTMARK DATE: 11/18/2002 COUNTY: CUMBERLAND DATE OF DEATH: 02/19/2002 ACN ASSESSMENT CONTROL NUMBER AMOUNT 101 $3,376.76 REMARKS: TOTAL AMOUNT PAID' ELYSE E ROGERS ESQUIRE $3,376.76 SEAL CHECK# 057292 INITIALS' JA RECEIVED BY: MARY C. LEWIS REGISTER OF WILLS REGISTER OF WILLS Z..o¢ mrr ...1 0~ m m HEATH L. ALLEN N. DAVID RAHAL CHARLES W. RUBENDALL TT ROBERT L. WELDON EUGENE E. PEPINSKY, JR. JOHN H. ENOS Tt'r GARY E. FRENCH DONNA S. WELDON BRADFORD DORRANCE JEFFREY S. STOKES ROBERT R. CHURCH STEPHEN L. GROSE R. SCOTT SHEARER WAYNE M. PECHT ELYSE E. ROGERS CRAIG A. LONGYEAR DONALD M. LEWISTIT BRIDGET M. WHITLEY JOHN A. FEICHTEL ANN lelcGEE CARBON ELIZABETH J. GOLDSTEIN BARBARA A. GALL STEPHANIE KLEINFELTER KEEFER WOOD ALLEN & RAHAL, 415 FALLOWFIELD ROAD, SUITE 301 CAMP HILL. PA 17011-4906 PHONE 717- 61:~-5S00 FAX 717-~12-5805 EIN No. 23-0718135 ~ ' 'i www. ke~ferwoo(%om~=. March 31, 2003 LLP ESTABLISHED IN 1878 OF COUNSEL: SAMUEL C. HARRY HARRISBURG OFFICE: 210 WALNUT STREET HARRISBURG, PA 17101 PHONE 717-;~ S5-8000 717-612-5801 erogers~keeferwood.com Register of Wills Cumberland County Courthouse One Courthouse Square Carlisle, PA 17013 Re: Estate of Charles L. Stoup, No. 21-02-0219 Dear Sir/Madam: Enclosed is a check in the amount of $91.49 in payment of inheritance tax due per the enclosed Notice of Inheritance Tax Appraisement, Allowance or Disallowance of Deductions and Assessment of Tax from the PA Department of Revenue. Please date-stamp the enclosed copy of this letter and return it to me in the envelope provided. Thank you. Sincerely yours, Elyse~. Roger~__~ lmg Enclosure COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE BUREAU OF INDIVIDUAL TAXES DEPT. 280601 HARRISBURG, PA 17128-0601 RECEIVED FROM: PENNSYLVANIA INHERITANCE AND ESTATE TAX OFFICIAL RECEIPT NO. REV-1162 EX(11-96) CD 002368 ROGERS ELYSE E ESQUIRE 415 FALLOWFIELD ROAD SUITE 102 CAMP HILL, PA 17011-4906 ........ fold ESTATE INFORMATION: SSN: 268-05-4808 FILE NUMBER: 2102-021 9 DECEDENT NAME: STOUP CHARLES L DATE OF PAYMENT: 04/01/2003 POSTMARK DATE: 03/31/2003 COUNTY: CUMBERLAND DATE OF DEATH: 02/1 9/2002 ACN ASSESSMENT CONTROL NUMBER AMOUNT 101 $91.49 TOTAL AMOUNT PAID: $91.49 REMARKS: ELYSE E ROGERS ESQUIRE SEAL CHECK//139 INITIALS: AC RECEIVED BY: DONNA M. OTTO DEPUTY REGISTER OF WILLS REGISTER OF WILLS B~JREAU OF INDIVIDUAL TAXES INHERITANCE TAX DIVISION DEPT. 280&01 HARRISBURG, PA 17128-0&01 ELYSE E ROGERS ESQ KEEFER ETAL 415 FALLOWFIELD RD $0 CAMP HILL PA 17011 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE NOTICE OF INHERITANCE TAX APPRAISEMENT, ALLONANCE OR DISALLONANCE OF DEDUCTIONS AND ASSESSMENT OF TAX DATE 05-24-2005 ESTATE OF STOUP DATE OF DEATH 02-19-2002 FILE NUMBER 21 02-0219 COUNTY CUMBERLAND ACN 101 Amount Remitted RE~-ISG7 ED( AFP CHARLES L MAKE CHECK PAYABLE AND REMIT PAYMENT TO: REGISTER OF WILLS CUHBERLAND CO COURT HOUSE CARLISLE, PA 17015 CUT ALONg THIS LINE ~ RETAIN LONER PORTION FOR YOUR RECORDS *~ DISALLOWANCE OF DEDUCTIONS AND ASSESSMENT OF TAX ESTATE OF STOUP CHARLES L FILE NO. 21 02-0219 ACN 101 DATE 05-24-2005 TAX RETURN WAS: C > ACCEPTED AS FILED C X) CHANGED SEE ATTACHED NOTICE RESERVATION CONCERNING FUTURE INTEREST - SEE REVERSE APPRAISED VALUE OF RETURN BASED ON: ORIGINAL RETURN l. Real Estate CSchedule A) CI) 2. Stocks and Bonds CSchedule B> $. Closely Held Stock/Partnership Interest (Schedule C) C$) ~,. Mortgages/Notes Receivable (Schedule D> 5. Cash/Bank Deposits/Misc. Personal Property (Schedule &. Jointly Owned Property (Schedule F) 7. Transfers (Schedule G) 8. Total Assets APPROVED DEDUCTIONS AND EXEMPTIONS: 9. Funeral Expenses/Adm. Costs/M/sc. Expenses (Schedule H) C9) 10. Debts/Mortgage Liabilities/Liens (Schedule l) CIO) 11. Total Deductions 12. Net Value of Tax Return 185r000.00 lr315r984.81 .00 .0O 62r115.40 .00 .00 C8) 78,912.57 NOTE: To insure proper credit to your account, submit the upper portion of this form with your tax payment. 15. 14. NOTE: ASSESSMENT OF TAX: 15. Amount of Line 14 at Spousal rate C15). 16. Amount of Line 14 taxable at Lineal/Class A rate C16) 17. Amount of Line 14 at Sibling rate C17) 18. Amount of L/ne 14 taxable at Collateral/Class B rate 19. Principal Tax Due TAX CREDITS PAYMENT RECEIPT DISCOUNT DATE NUMBER INTEREST/PEN PAID 05- 16-2002 CDO01185 5,157.89 11-18-2002 CD001861 . O0 1,561,098.21 IF PAID AFTER DATE INDICATED, SEE REVERSE FOR CALCULATION OF ADDITIONAL INTEREST. REVERSE SIDE OF THIS FORM NTEREST IS CHARGED THROUGH 04-08-2005 AT THE RATES APPLICABLE AS OUTLINED ON THE AMOUNT PAID 60,OOO.OO 3,576.74 TOTAL TAX CREDIT BALANCE OF TAX DUE INTEREST AND PEN. TOTAL DUE C IF TOTAL DUE IS LESS THAN 41, NO PAYMENT IS REQUIRED. IF TOTAL DUE IS REFLECTED AS A "CREDIT" (CA), YOU MAY BE DUE A REFUND. SEE REVERSE SIDE OF THIS FORM FOR INSTRUCTIONS.) reflect figures that include the total of ALL returns assessed to date. . O0 x O0 = 1,480,540.54 X 045 = .00 x 12 = . O0 x 15 = (19)= .00 .00 66,624.52 .00 .00 66,624.52 66,554.&5 89.67 1.82 91.49 Char/table/Governmental Bequests; Non-elected 9113 Trusts CSchedule J) C15) Net Value of Estate SubSect to Tax C14) 1,480~540.54 If an assessment was issued previously, lines 14, 15 and/or 16, 17, 18 and 19 will 1,645.50 c11) 80.~7.R7 c12) 1,480,540.54 REV-1470 EX (~-88) COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE BUREAU OF INDIVIDUAL TAXES DEPT. 280601 HARRISBURG~ PA 17128-0601 INHERITANCE TAX EXPLANATION OF CHANGES DECEDENTS NAME Charles L. Stoup, Sr. FILE NUMBER ACN 2102-0219 101 REVIEVVED BY SCHEDULE H EM IO. Bill Lyons EXPLANATION OF CHANGES Disallowed as an expense of the estate. The Department concurs with the Estate's offer of compromise. ROW Page 1 BUREAU OF IND/V[DUAL TAXES INHERITANCE TAX DIVISION DEPT. 280601 HARRISBURG, PA 17128-0601 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE NOTICE OF DETERMINATION AND ASSESSMENT OF PENNSYLVANIA ESTATE TAX BASED ON FEDERAL ESTATE TAX RETURN ELYSE E ROGERS ESQ KEEFER ETAL 415 FALLOWFIELD RD $0 CAMP HILL PA 17011 DATE 05-24-2003 ESTATE OF STOUP CHARLES DATE OF DEATH 02-19-2002 FILE NUMBER COUNTY ACN Amount Remitted MAKE CHECK PAYABLE AND REMIT PAYMENT TO: 21 02-0219 CUMBERLAND 201 REGISTER OF WILLS CUMBERLAND CO COURT HOUSE CARLISLE, PA 17015 NOTE: To insure proper credit to your account, submit the upper portion of this form with your tax payment. CUT ALONG THIS LINE ~ RETAIN LONER PORTION FOR YOUR FILES ~ REV-485 EX AFP C01-05) ~ NOTICE OF DETERMINATION AND ASSESSMENT OF PENNSYLVANIA ESTATE TAX BASED ON FEDERAL ESTATE TAX RETURN ~ ESTATE OF STOUP CHARLES L FILE N0.21 02-0219 ACN 201 DATE 05-24-2005 ESTATE TAX DETERMZNATTON 1. Credit For State Death Taxes as Verified 48t412.82 2. Pennsylvania Inheritance Tax Assessed CExcluding Discount and/or Interest) Inheritance Tax Assessed by Other States or Territories of the United States (Excluding Discount and/or Interest) .00 4. Total Inheritance Tax Assessed 5. Pennsylvania Estate Tax Due .00 TAX CREDITS: PAYMENT DATE RECEIPT NUMBER DISCOUNT (+) NTEREST/PEN PAID C-) AMOUNT PAID TOTAL TAX CREDIT I BALANCE OF TAX DUEI INTEREST AND PEN. I TOTAL DUE ~ .00 *~F PAID AFTER THIS DATE, SEE REVERSE SIDE (TF TOTAL DUE ZS LESS THAN ~[, NO PAYMENT TS REC~UTRED FOR CALCULATTON OF ADDZTTONAL TNTEREST. IF TOTAL DUE TS REFLECTED AS A "CREDTT' (CA), YOU MAY SE DUE A REFUND. SEE REVERSE STDE OF THIS FORM FOR TNSTRUCTTONS.) .00 .00 .00 BUREAU OF 'rNDZV/DUAL TAXES ZNHERTTANCE TAX DIVZSZnN DEPT. Z80601 HARRISBURG, PA 171Z8-0601 ELYSE E ROGERS ESG KEEFER ETAL 415 FALLOWFIELD RD $0 CAHP HILL PA 17011 CONNONWEALTH OF PENNSYLVAN'rA DEPARTNENT OF REVENUE ZNHERZTANCE TAX STATEHENT OF ACCOUNT Regis~e' c~f Wi{ii'STATE OF DATE OF DEATH F]:LE NUHBER '0-3 ~28 P~TY ACN I 04-14-Z005 STOUP OZ-19-ZOOZ 21 02-0219 CUHBERLAND 101 Amoun'l: Rem'i 'l:'l:ed REV-iG07 EX &FP (01-00) CHARLES HAKE CHECK PAYABLE AND REHZT PAYHENT TO: REGISTER OF WILLS CUHBERLAND CO COURT HOUSE CARLISLE, PA 17015 NOTE: To insur8 proper crBdi~ ~o your account, subm/~ ~he upper portion of ~h/s form wL~h your ~ax payment. CUT ALONG THZS LINE ~* RETATN LOWER PORT'rON FOR YOUR RECORDS *~ REV-1607 EX AFP (01-03} x## ZNHERTTANCE TAX STATEHENT OF ACCOUNT x.. ESTATE OF STOUP CHARLES L F'rLE NO. 21 02-0219 ACN 101 DATE 04-14-2005 TH'rS STATEHENT 'rs PROV'rDED TO ADV'rSE OF THE CURRENT STATUS OF THE STATED ACN TN THE NAfIED ESTATE. SHONN BELON 'rS A SUNHARY OF THE PR'rNC'rPAL TAX DUE.. APPLTCAT/ON OF ALL PAYHENTS.. THE CURRENT BALANCE, AND., ~rF APPLICABLE.. A PROJECTED .rNTEREST FIGURE. DATE OF LAST ASSESSHENT OR RECORD ADJUSTHENT: 05-24-2005 PRINCIPAL TAX DUE: .......................................................................................................................................................................................................................... PAYHENTS (TAX CREDITS): 66,624.52 PAYHENT RECEIPT DISCOUNT (+) DATE NUHBER INTEREST/PEN PAID (-) AHOUNT PAID 5,157.89 05-16-2002 11-18-2002 05-51-2005 CD001185 CD001861 CD002568 .00 I .72- 60,000.00 5,576.76 91.49 .rF PA.rD AFTER THIS DATE, SEE REVERSE S.rDE FOR CALCULAT'rON OF ADD'rT'rONAL 'rNTEREST. ( 'rF TOTAL DUE 'rS LESS THAN $1, NO PAYNENT 'rS REQU/RED. ZF TOTAL DUE .rS REFLECTED AS k 'CRED.rT' (CR), TOTAL TAX CREDIT 66,624.42 .1OCR BALANCE OF TAX DUE INTEREST AND PEN. .00 TOTAL DUE .1OCR YOU NAY BE DUE A REFUND. SEE REVERSE S'rDE OF TH'rS FORN FOR 'rNSTRUCT'rONS. / BUREAU OF TND[VIDUAL TAXES INHERITANCE TAX DIVISION DEPT. 280601 HARRISBURG, PA 17128-0~01 ELYSE E ROGERS ESQ KEEFER ETAL ,-~ 41B FALLOWFIELD RD $0 CAMP HILL PA 17011 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE NOTICE OF DETERMINATION AND ASSESSMENT OF PENNSYLVANIA ESTATE TAX BASED ON FEDERAL CLOSING LETTER .... FILE NUMBER COUNTY ACN DATE 09-22-2005 ESTATE OF STOUP CHARLES L .... pATE OF DEATH 02-19-2002 21 02-0219 CUMBERLAND 202 Amount Remitted MAKE CHECK PAYABLE AND REMIT PAYMENT TO: REGISTER OF WILLS CUMBERLAND CO COURT HOUSE CARLISLE, PA 17015 NOTE: To insure proper credit to your account, submit the upper portion of this form w/th your tax payment. CUT ALONG THIS LINE ~ RETAIN LOWER PORTION FOR YOUR FILES -~ REV-756 EX AFP (01-02) ~ NOTICE OF DETERMINATION AND ASSESSMENT OF PENNSYLVANIA ESTATE TAX BASED ON FEDERAL CLOSING LETTER ~ ESTATE OF STOUP CHARLES L FILE N0.21 02-0219 ACN 202 DATE 09-22-2005 ESTATE TAX DETERMZNATTON l. Credit For State Death Taxes as Verified 48,412.82 2. Pennsylvania Inheritance Tax Assessed CExcluding Discount and/or Interest) 65,466.45 .00 Inheritance Tax Assessed by Other States or Territories of the United States (Excluding Discount and/or Interest) 4. Total Inheritance Tax Assessed 5. Pennsylvania Estate Tax Due .00 6. Amount of Pennsylvania Estate Tax Previously Assessed Based on Federal Estate Tax Return .00 .00 7. Additional Pennsylvania Estate Tax Due TAX CREDITS PAYMENT RECEIPT I DISCOUNT (+) DATE NUMBER 'INTEREST/PEN PAID (-) AMOUNT PAID TOTAL TAX CREDIT { BALANCE OF TAX DUEI INTEREST AND PEN. J TOTAL DUE { ~IF PAID AFTER THIS DATE, SEE REVERSE STDE CIF TOTAL DUE IS LESS THAN 91, NO PAYMENT IS REI~UTRED FOR CALCULATION OF ADDTTIONAL INTEREST. IF TOTAL DUE IS REFLECTED AS A "CREDIT" CCR), YOU MAY BE DUE A REFUND. SEE REVERSE SIDE OF THTS FORM FOR INSTRUCTIONS.) .00 .00 .00 .00 STATUS REPORT UNDER RULE 6.12 Charles L. Stoup, Sr. February 19, 2002 Admin. No. 21-02-0219 Name of Decedent: Date of Death: Will No. Pursuant to Rule 6.12 of the Supreme Court Orphans' Court Rules, I report the following with respect to completion of the administration of the above-captioned estate. State whether administration of the estate is complete: Yes X No 2. If the answer is No, state when the personal representative reasonably believes that the administration will be complete: 3. If the answer to No. 1 is Yes, state the following: a. Did the personal representative file a final account with the Court? Yes No X b. The separate Orphans' Court No. (if any) for the personal representative's account is: c. Did the personal representative state an account informally to the parties in interest? Yes X No d. Copies of receipts, releases, joinders and approvals of formal or informal accounts may be filed with the Clerk of the Orphans' Court and may be Date:attached to this report.c~ ~ ~/- ~Signa~tu~ ~~~ Elyse E. Rogers, Esquire Name (Please type or print) Capacity: __ Address Personal Representative 415 Fallowfield Road, Suite 301 Camp Hill, PA 17011 (717) 612-5801 Telephone X Counsel for Personal Representative 136187 1