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Home My WebLink About11-06-09 (4) J REV-1500 EX (06-05) PA Department of Revenue Bureau of Individual Taxes PO BOX 280601 Harrisburg, PA 17128-0601 15056041158 OFFICIAL USE ONLY County Code Year File Number INHERITANCE TAX RETURN 21, 0 9 018 8 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death Date of Birth 160-16-0393 02082009 0822191,5 Decedent's Last Name Suffix Decedent's First Name M I HOLDER GEORGE H (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name M I HOLDER MARY S Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE BOXES BELOW a 1. Original Return ^ 2. Supplemental Return ^ 3. Remainder Return (date of death prior to 12-13-82) ^ 4. Limited Estate ^ 4a. Future Interest Compromise (date of ~ 5. Federal Estate Tax Return Required 6 Decedent Died Testate ~ 7 death after 12-12-82) D d t M i t i d Li i T ~ . . ece en n a a ne a v ng rust 8. Total Number of Safe Deposit Boxes (Attach Copy of Will) (Attach Copy of Trust) ^ 9. Litigation Proceeds Received ^ 10. Spousal Poverty Credit (date of death ^ 11. Election to tax under Sec. 9113(A) between 12-31-91 and 1-1-95) (Attach Sch. 0) CORRESPONDENT - THIS SECTION MUST BE COMPLET ED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Name Daytime Telephone Number STANLEY A• SMITH, ESQUIRE 71?-233-5731, Firm Name (If Applicable) RHOADS & SINON LLP First line of address PO BOX 1],46 Second line of address City or Post Office State HARRISBURG PA Correspondent'se-mail address: SSMITHaRHOADS-SINON • COM ZIP Code .. - REGISTER S USE OI'~1f °-~ ~ ~ :. _~ ~7 ~ r, --~ c7 ~ ~ ~ :~ -~ .~ ~ ~~, rr'1 I ~ ( 'R ..i. ~~ r~ ... D W ='~' DATE FILED ~ 17108-1,146 Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct and complete. Declaration of preparer other than the personal representative is based on all information of which preparer has any knowledge. SIGNATURE OF PERSON RESPONSIBLE FOR FILING TTACHMENT ADDRESS ,. SIGNATURE OF PREPARER OTHER THAN REPRESENTATIVE PLEASE USE ORIGINAL FORM ONLY 15056041158 Side 1 6M4647 3.000 15056041158 J ATTACHMENT TO FORM REV-1500 Estate of: George H. Holder Date of Death: 02/08/2009 SS#: 160-16-0393 Under penalties of perjury, the undersigned declare that each has examined this return, including accompanying schedules and statements, and to the best of their knowledge and belief, it is true, correct and complete. / U~ Ge g Hu Holder, Executor /r ~~ homas .Holder, Executor /?~ ~ ~ Walter S. lder, Executor MANUFACTURERS AND TRADERS TRUST ecutor By. - .. ~ ~ ~ ~- as E. Morkin, Vice President 760193.1 Estate of George H. Holder Executors (Page 1) Name George Hugh Holder Address 560 Lucinda Lane Mechanicsburg, PA 17055- Tax ID 188-26-1446 Name Thomas M. Holder Address 359 Martingale Drive Camp Hill, PA 17011- Tax ID 182-36-2419 Name Walter S. Holder Address 31 Sunfire Avenue Camp Hill, PA 17011- Tax ID 182-36-2420 Name Manufacturers and Traders Trust Company Address 213 Market Street, PO Box 2961 Harrisburg, PA 17105- Tax ID 16-0538020 160-16-0393 J 15056042159 REV-1500 EX Decedent's Social Security Number 1,60-16-0393 Decedents Named O L D E R G E O R, F H RECAPITULATION 1. Real estate (Schedule A) 1. o•oo 2. Stocks and Bonds (Schedule B) . 2. 4 9 0 518 0.0 4 3. Closely Held Corporation, Partnership or Sole-Proprietorship (Schedule C) . 3. 0 • ~ ~ 4. Mortgages & Notes Receivable (Schedule D). 4. ~ • ~ ~ 5. Cash, Bank Deposits & Miscellaneous Personal Property (Schedule E) . 5. 1, 6 9 ], 9 9 7.7 4 6. Jointly Owned Property (Schedule F) ~ Separate Billing Requested 6. ~ • ~ ~ 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (Schedule G) ~ Separate Billing Requested 7. 5675976.20 8. Total Gross Assets (total Lines 1-7). 8. 2 2 7 315 3 9 8 9. Funeral Expenses & Administrative Costs (Schedule H) . 9. 3 8 8 7 2 0.5 6 10. Debts of Decedent, Mortgage Liabilities, & Liens (Schedule I). 10. 4 8 8 9.51, 11. Total Deductions (total Lines 9 & 10) . 11. 3 9 3 610.0 7 12. Net Value of Estate (Line 8 minus Line 11) 12. 118 7 9 5 4 3.91, 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax has not been made (Schedule J) . 13. ? 0 8 6 811.7 6 14. Net Value Subject to Tax (Line 12 minus Line 13) 14. 4 7 9 2 7 3 2 • ], 5 TAX COMPUTATION -SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, or transfers under Sec. 9116 (a)(1 2) x olL . . 14 4 31, 7 7.61 15. 0.00 16. Amount of Line 14 taxable at linealratex.o4.5 3349554.54 16. 1,50729.95 17. Amount of Line 14 taxable at sibling rate X .12 0. 0 0 17. 0. 0 0 18. Amount of Line 14 taxable at collateral rate X .15 ~• ~ ~ 1 g, 0. 0 0 19. TAX DUE 19. 150729.95 20. FILL IN THE BOX IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT Side 2 15056042159 6M46482.000 15056042159 REV-1500 EX Page 3 . .. • _ . _ ~ J J ~ ... . File Number ~l rl4 nl_D.II VCVCU~iII~ .7 VVI11 Iri~~i r•ww~ VV,i• -- - - - - - DECEDENTS NAME HO R OR E H STREET ADDRESS M R AN CITY STATE ZIP W CUM R AND Tax Payments and Credits: 1. Tax Due (Page 2 Line 19) 2. Credits/Payments A. Spousal Poverty Credit ~ • 0 ~ B. Prior Payments 1r 3 ~ ~ ~ ~• ~ 0 ~. Discount 6 8 4 2.7,1 Total Credits (A + B + C) 3. Interest/Penalty if applicable D. Interest ~ • ~ ~ E. Penalty 0 ' ~ ~ Total InteresUPenafty (D + E) 4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. Fill in box on Page 2, 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. (1) 1,50?29.95 (2) 1,36842.11 (3) ~•~0 (4} ^•~~ (5) 1,3887.84 (5A) ~ • ~ ~ B. Enter the total of Line 5 + 5A. This is the BALANCE DUE. (5B) 1388? • 84 Make Check Payable to: REGISTER OFWILLS, AGENT PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: 0 a. retain the use or income of the property transferred; ~ ^ 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 fife 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? - - - • IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE R AS PART OF THE RETURN. For dates of death on or after July 1, 1994 and before January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is three (3) percent [72 P.S. X9116 (a) (1.1) (i)]. For dates of death on or after January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is zero (0) percent [72 P.S. §9116 (a) (1.1) (ii)]. The statute does not exempt 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 use of a natural parent, an adoptive parent, or a stepparent of the child is zero (0) percent [72 P.S. ~9116(a)(1.2)). The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is four and one-half (4.5) percent, 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 twelve (12) percent [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. 6M4671 1.000 REV-1503 EX + (s-98) SCHEDULE B COMMONWEALTH OF PENNSYLVANIA STOCKS & BONDS INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF FILE NUMBER Georcze H Holder 21 09 0188 All property jointly-owned with right of survivorship must be disclosed on Schedule F. 3wasss ~.ooo (If more space is needed, insert additional sheets of the same size) REV-1508 EX + (8-98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE E CASH, BANK DEPOSITS, & MISC. PERSONAL PROPERTY ESTATE OF FILE NUMBER George H Holder 21 09 0188 Include the proceeds of litigation and the date the proceeds were received by the estate. All property jointly-owned with the right of survivorship must be disclosed on Schedule F. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1 2006 Cadillac DTS Sedan Owner: George H. Holder VALUED PER KELLEY BLUE BOOK. 2 Hershey Creamery Co. 2009 Automobile Allowance 3 M&T Bank checking account #43525237 Interest accrued to 2/8/2009 4 Wachovia Brokerage Account #7028-3174, consisting entirely of bank deposit funds Interest accrued to 2/8/2009 5 Hershey Creamery Company, 2/13/09 and 2/27/09 payroll checks 6 West Shore Tax Bureau, refund, 2008 local tax 22,080.00 28,815.00 69,159.07 2.70 1,565,869.97 197.34 4,717.66 1,156.00 TOTAL (Also enter on line 5 Recapitulation) $ ~ 1, 691, 997 74 3W46AD 1.000 (If more space is needed, insert additional sheets of the same size) REV-1510 EX + (6-98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE G INTER-VIVOS TRANSFERS & MISC. NON-PROBATE PROPERTY ESTATE OF FILE NUMBER -George H Holder 21 09 0188 This schedule must be completed and filed if the answer to any of questions 1 through 4 on the reverse side of the REV-1500 COVER SHEET is yes. ITEM NUMBS DESCRIPTION OF PROPERTY INCLLOE THE NOME of TFE TRANSFEREE, THEIR RELATIONSHIP TO DECEDENT ANO THE DATE OF TRANSFER ATTACH A COPY OF THE DEED FOR REAL ESTATE. DATE OF DEATH VALUE OF ASSET % OF DECD'S INTEREST EXCLUSION IF APPLICABLE TAXABLE VALUE 1• Hershey Creamery Co. Supplemental Pension Annuitant: George H. Holder Beneficiary: Mary Shaull Holder 1,113,124.50 100.0000 0.00 1,113,124.50 CALCULATION ATTACHED. 2 Hershey Creamery Co. Defined Benefit Plan Owner: George H. Holder Beneficiary: Mary Shaull Holder 304,500.84 100.0000 0.00 304,500.84 CALCULATION ATTACHED. 3 George H. Holder Revocable Trust under Agreement dated December 16, 2003. George H. Holder, Settlor; Manufacturers and Traders Trust Company, Trustee. 3,734,878.59 100.0000 0.00 3,734,878.59 COPY OF AGREEMENT AND SCHEDULE OF ASSETS ATTACHED. 4 Fulton Bank IRA acct #000001051908600 Owner: George H. Holder Beneficiary: Mary Shaull Holder 3,455.62 100.0000 0.00 3,455.62 Interest accrued to 2/8/2009 16.65 100.0000 16.65 5 Gift to Mary Katherine Holder, daughter 23,000.00 100.0000 3,000.00 20,000.00 6 Gift to Maureen Ryan, daughter 23,000.00 100.0000 3,000.00 20,000.00 7 Gift to Mary Christine Holder, daughter 23,000.00 100.0000 3,000.00 20,000.00 8 Gift to Mary Holtzman, daughter 23,000.00 100.0000 3,000.00 20,000.00 9 Gift to Mariclare Lombard, daughter 23,000.00 100.0000 3,000.00 20,000.00 10 Gift to George Hugh Holder, son 23,000.00 100.0000 3,000.00 20,000.00 11 Gift to Walter S. Holder, son 23,000.00 100.0000 3,000.00 20,000.00 Total from continuation ached les 380,000.00 TOTAL (Also enter on line 7, Recapitulation) $ 5, 6 7 5, 9 7 6 2 0 (If more space is needed, insert additional sheets of the same size) 3W46AF 1.000 Estate of: George H Holder Schedule G (Page 2) Item DOD Value No. Description of Asset ~ Interest Exclusion 12 Gift to Thomas M Holder, son 23,000.00 100.0000 13 Gift to Carol Ann Holder, daughter-in-law 23,000.00 100.0000 14 Gift to Kathleen M Holder, daughter-in-law 23,000.00 100.0000 15 Gift to Robyn S Holder, daughter-in-law 23,000.00 100.0000 16 Gift to Thomas Holtzman, son-in-law 23,000.00 100.0000 17 Gift to Gary M Lombard, son-in-law 23,000.00 100.0000 18 Gift to Thomas Ryan, son-in-law 23,000.00 100.0000 19 Gift to Christina Maguire, granddaughter 23,000.00 100.0000 20 Gift to Elizabeth Waite, granddaughter 23,000.00 100.0000 21 Gift to Makayla Waite, granddaughter 23,000.00 100.0000 22 Gift to Margaret M Ryan, granddaughter 23,000.00 100.0000 23 Gift to Mary Katherine Holder, granddaughter 23,000.00 100.0000 24 Gift to Thomas G Holder, grandson 23,000.00 100.0000 25 Gift to Michael Holder, grandson 23,000.00 100.0000 26 Gift to James Holder, grandson 23,000.00 100.0000 27 Gift to Timothy Ryan, grandson 23,000.00 100.0000 28 Gift to Matthew T Ryan, grandson 23,000.00 100.0000 29 Gift to Nicholas G Lombard, grandson 23,000.00 100.0000 30 Gift to Bryan Lombard, grandson 23,000.00 100.0000 Total (Carry forward to main schedule) 3,000.00 3,000.00 3,000.00 3,000.00 3,000.00 3,000.00 3,000.00 3,000.00 3,000.00 3,000.00 3,000.00 3,000.00 3,000.00 3,000.00 3,000.00 3,000.00 3,000.00 3,000.00 3,000.00 21 09 0188 Taxable Value 20,000.00 20,000.00 20,000.00 20,000.00 20,000.00 20,000.00 20,000.00 20,000.00 20,000.00 20,000.00 20,000.00 20,000.00 20,000.00 20,000.00 20,000.00 20,000.00 20,000.00 20,000.00 20,000.00 380,000.00 REV-1511 EX+(10-06) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE H FUNERAL EXPENSES & ADMINISTRATIVE COSTS Georce H Holder 21090188 Debts of decedent must be reported on Schedule I. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES: ~. Parthemore Funeral Home & Cremation Services, Inc, funeral and burial services 12,677.72 B. ADMINISTRATIVE COSTS: 1. Personal Representative's Commissions (ESTIMATED) 2 2 3, 5 0 0.0 0 Name of Personal Representative(s) Manufacturers & Traders Trust Company Street Address 213 Market Street City Harrisburg State PA Zip 17101 Year(s) Commission Paid: 2 0 0 9- 2 010 2. Attorney Fees - RHOADS & SINON LLP (ESTIMATED) 127,500.00 3. 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 4. Probate Fees 7, 9 8 0. 0 0 5. Accountant's Fees 6. Tax Return Preparer's Fees 7. 1 Cumberland County Register of Wills Short certificates 8.00 Total from continuation schedules . • 17,054.84 TOTAL (Also enter on line 9 Recapitulation) ~$ 3 8 8, 7 2 0 5 6 7W46AG 1.000 (If more space is needed, insert additional sheets of the same size) Estate of: George H Holder 21 09 0188 Schedule H Part 7 (Page 2) 2 Mark Heckman Appraisal of residence, New Cumberland, PA 350.00 3 Mark Heckman Appraisal of vacant lot on Haldeman Avenue, New Cumberland, PA 350.00 4 Cumberland Law Journal Advertising Grant of Letters Testamentary 75.00 5 The Patriot News Company Advertising Grant of Letters Testamentary 279.84 6 Curtis Financial Group, appraisal of Hershey Creamery Company stock 14,500.00 7 Rhoads & Sinon LLP RESERVE for reimbursement of out-of-pocket expenses 1,500.00 Total (Carry forward to main schedule) 17,054.84 REV-1512 EX + (12-OS) pennsylvania DEPARTMENT OF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULEI DEBTS OF DECEDENT, MORTGAGE LIABILITIES & LIENS ESTATE iJF FILE NUMBER George H Holder 21 09 0188 Report debts incurred by the decedent prior to death that remained unpaid at the date of death, including unreimbursed medical expenses. swasAH 2.00o If more space is needed, insert additional sheets of the same size. REV-1513 EX+ (11-08) pennsylvania DEPARTMENT OF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE J BENEFICIARIES ESTATE OF FILE NUMBER Geor e H Holder 210 9 0188 RELATIONSHIP TO DECEDENT AMOUNT OR SHARE NUMBER NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY Do Not List Trustee(s) OF ESTATE TAXABLE DISTRIBUTIONS [include outright spousal distributions, and transfers under Sec. 2116 (a) (1.2).] 1. Mary Christine Holder 317 W 21st St, #1-D New York, NY 10011-3054 General Bequests: 353,694.32 Gift to Mary Christine Holder, daughter Inventory Value: 20,000.00 Daughter 373,694.32 ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 1 8 OF REV-1500 COVER SHEET, AS APP ROPRIATE. II NON TAXABLE DISTRIBUTIONS: A SPOUSAL DISTRIBUTIONS UNDER SECTION 2113 FOR WHICH AN ELECTION TO TAX IS NOT TAKEN 1• See Attached 1 B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS 1 1• See Attached TOTAL OF PART II -ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET. $ 7 , 0 8 6 , 811.7 6 8W46AI 2.000 ~~ nwlc .7 f7GbG IJ IIGCUCU, II WCII [lUUIIWIIdI Sr16ei5 OT Lrle same size. Estate of: George H Holder Schedule J Part 1 (Page 2) I t em No. Description 2 Mary Theresa Holtzman 3819 Conestoga Road Camp Hill, PA 17011 General Bequests: 353,694.31 Gift to Mary Holtzman, daughter Inventory Value: 20,000.00 3 Mary Katherine Holder 3779 N Lost Chestnut Drive Tucson, AZ 85719 General Bequests: 353,694.32 Gift to Mary Katherine Holder, daughter Inventory Value: 20,000.00 4 Maureen Ryan 19 Emlyn Road Mechanicsburg, PA 17055 General Bequests: 353,694.32 Gift to Maureen Ryan, daughter Inventory Value: 20,000.00 5 Mariclare Lombard 19210 Evendale Court Houston, TX 77094 General Bequests: 353,694.32 Gift to Mariclare Lombard, daughter Inventory Value: 20,000.00 6 George Hugh Holder 560 Lucinda Lane Mechanicsburg, PA 17055 General Bequests: 353,694.32 Gift to George Hugh Holder, son Inventory Value: 20,000.00 Relation Daughter Daughter Daughter Daughter Son 21 09 0188 Amount 373,694.31 373,694.32 373,694.32 373,694.32 373,694.32 Estate of: George H Holder Schedule J Part 1 (Page 3) Item No. Description 7 Thomas M. Holder 359 Martingale Drive Camp Hill, PA 17011 General Bequests: 353,694.32 Gift to Thomas M Holder, son Inventory Value: 20,000.00 8 Walter S. Holder 31 Surefire Avenue Camp Hill, PA 17011 General Bequests: 353,694.31 Gift to Walter S. Holder, son Inventory Value: 20,000.00 9 Christina Maguire 560 Lucinda Lane Mechanicsburg, PA 17055 Gift to Christina Maguire, granddaughter Inventory Value: 20,000.00 10 Elizabeth Ann Waite 560 Lucinda Lane Mechanicsburg, PA 17055 Gift to Elizabeth Waite, granddaughter Inventory Value: 20,000.00 11 Thomas G. Holder 359 Martindale Drive Camp Hill, PA 17011 Gift to Thomas G Holder, grandson Inventory Value: 20,000.00 12 Michael W. Holder 359 Martingale Drive Camp Hill, PA 17 Ol-1 Gift to Michael Holder, grandson Inventory Value: 20,000.00 Son Son Relation Granddaughter Granddaughter Grandson Grandson 21 09 0188 Amount 373,694.32 373,694.31 20,000.00 20,000.00 20,000.00 20,000.00 Estate of: George H Holder Schedule J Part 1 (Page 4) 21 09 0188 Item No. Description Relation Amount 13 Mary Katherine Holder 359 Martingale Drive Camp Hill, PA 17011 Gift to Mary Katherine Holder, granddaughter Inventory Value: 20,000.00 Granddaughter 20,000.00 14 James T. Holder 359 Martingale Drive Camp Hill, PA 17011 Gift to James Holder, grandson Inventory Value: 20,000.00 Grandson 20,000.00 15 Matthew T. Ryan 19 Emlyn Lane Mechanicsburg, PA 17055 Gift to Matthew T Ryan, grandson Inventory Value: 20,000.00 Grandson 20,000.00 16 Margaret M. Ryan 19 Emlyn Lane Mechanicsburg, PA 17055 Gift to Margaret M Ryan, granddaughter Inventory Value: 20,000.00 Granddaughter 20,000.00 17 Timothy J. Ryan 19 Emlyn Lane Mechanicsburg, PA 17055 Gift to Timothy Ryan, grandson Inventory Value: 20,000.00 Grandson 20,000.00 18 Nicholas Lombard 19210 Evendale Court Houston, TX 77094 Gift to Nicholas G Lombard, grandson Inventory Value: 20,000.00 Grandson 20,000.00 Estate of: George H Holder Schedule J Part 1 (Page 5) I tem No. Description 19 Bryan Lombard 19210 Evendale Court Houston, TX 77094 Gift to Bryan Lombard, grandson Inventory Value: 20,000.00 20 Mikala Waite 560 Lucinda Lane Mechanicsburg, PA 17055 Gift to Makayla Waite, granddaughter Inventory Value: 20,000.00 21 Kathleen Holder Gift to Kathleen M Holder, daughter-in-law Inventory Value: 20,000.00 22 Robyn S. Holder 359 Martingale Drive Camp Hill, PA 17011 Gift to Robyn S Holder, daughter-in-law Inventory Value: 20,000.00 23 Thomas Holtzman 3819 Conestoga Road Camp Hill, PA 17011 Gift to Thomas Holtzman, son-in-law Inventory Value: 20,000.00 24 Thomas Ryan 19 Emlyn Lane Mechanicsburg, PA 17055 Gift to Thomas Ryan, son-in-law Inventory Value: 20,000.00 Relation Grandson Granddaughter Daughter-in-law Daughter-in-law Son-in-law Son-in-law 21 09 0188 Amount 20,000.00 20,000.00 20,000.00 20,000.00 20,000.00 20,000.00 Estate of: George H Holder Schedule J Part 1 (Page 6) I t em No. Description 25 Carol Ann Holder 560 Lucinda Lane Mechanicsburg, PA 17055 Gift to Carol Ann Holder, daughter-in-law Inventory Value: 20,000.00 26 Gary Lombard 19210 Evendale Court Houston, TX 77094 Gift to Gary M Lombard, son-in-law Inventory Value: 20,000.00 27 Mary S. Holder 1800 Warren St New Cumberland, PA 17070 2006 Cadillac DTS Sedan Owner: George H. Holder Inventory Value: 22,080.00 Fulton Bank IRA acct #000001051908600 Owner: George H. Holder Beneficiary: Mary Shaull Holder Inventory Value: 3,455.62 Accrued: 16.65 Hershey Creamery Co. Defined Benefit Plan Owner: George H. Holder Beneficiary: Mary Shaull Holder Inventory Value: 304,500.84 Hershey Creamery Co. Supplemental Pension Annuitant: George H. Holder Beneficiary: Mary Shaull Holder Inventory Value: 1,113,124.50 Relation Daughter-in-law Son-in-law Surviving Spouse 21 09 0188 Amount 20,000.00 20,000.00 1,443,177.61 Estate of: George H Holder Schedule J Part 2A (Page 1) Item No. Description 21 09 0188 Amount 1 QTIP Trust under Item VIII of Will 7,085,811.76 Estate of: George H Holder Schedule J Part 2B (Page 1) Item No. Description 1 St. Theresa's Catholic Church 21 09 0188 Amount Cash bequest of One Thousand Dollars ($1,000) under Item III, to be used for low masses 1,000.00 1,000.00 INDEX K ESTATE OF GEORGE H. HOLDER SSN: 160-16-0393 DOD: 02/08/2008 PENNSYLVANIA INHERITANCE TAX IlvDEX TO EXHIBITS Document Return Reference 1. Last Will and Testament Page 1, line 6 2. Appraisal, Hershey Creamery Company Stock Schedule B, Item 1 APPRAISAL SENT DIRECTLY TO PA DEPARTMENT OF REVENUE 3. Calculation of value, Hershey Creamery Co. Supplemental Pension Schedule G, Item 1 4. Calculation of value, Hershey Creamery Co. Defined Benefit Plan Schedule G, Item 2 5. George H. Holder Revocable Trust Agreement of Trust dated December 16, 2003, and schedule of assets, Schedule G, Item 3 758371.1 EXHIBIT A LAST ~~TILL AND TESTAMENT OF GEORGE H. HOLDER I, GEORGE H. HOLDER, of New Cumberland, Cumberland County, Pennsylvania, being of sound and disposing mind and memory, do make, publish and declare this to be my Last Will and Testament, hereby revoking all Wills and Codicils by me at any time previously made. ITEM I: All inheritance, estate and similar taxes becoming due by reason of my death, except any taxes relating to generation skipping transfers imposed under Chapter 13 of Subtitle B of the Internal Revenue Code, as amended, ("Death Taxes"), whether such Death Taxes shall be payable by my estate or by any recipient of any property, shall be paid by my Executor out of the property passing under ITEM VI of this Will as an expense and cost of administration of my estate; provided, however, that if any property held in any testamentary or inter vivos trust created by my wife, MARY SHAULL HOLDER, ("My Wife"), is includable in my estate for purposes of any Death Tax, then any Death Tax attributable to the inclusion of any such property in my estate for the purposes of that Death Tax shall be paid out of such property or by the recipients of such property; and, if such Death Taxes are neverthless paid by my Executor, I direct my Executor to obtain reimbursement or contribution for any Page 1 of 13 pages such taxes paid by my Executor. Except to the extent above provided, my Executor shall have no duty or obligation to obtain reimbursement for any Death Taxes paid by my Executor, even though paid with respect to proceeds of insurance or other property not passing under this Will. ITEM II: Inasmuch a5 caul. .LC.71.uC11t...G C.71. 1800 Warren Street, New Cumberland, Pennsylvania, is in the joint names of My Wife and me, she will, if I predecease her, become the absolute owner of said property. If I do not predecease her, then I give, devise and bequeath said premises at 1800 Warren Street to my children living at my death, in equal shares as tenants in common. ITEM III: I give and bequeath the sum of ONE THOUSAND DOLLARS ($1,000) to ST. THERESA'S CHURCH, New Cumberland, Pennsylvania, to be used for Low Masses to be offered for the repose of my Soul. This sum is to be handled by the Church for distribution according to the Stipend regulated by our Diocesan Statutes at the time of my death. ITEM! IV: I hereby exercise all powers of appointment which I may have at the time of my death in favor of my Executor, and all property subject to all such powers of appointment shall be included in my estate and be governed by the provisions of this Will; provided, however, that I specifically decline to exercise any power of appointment given to me in any Will, Codicil, Agreement of Trust or other instrument executed by My Wife. Page 2 of 13 pages ITEM V: I give and bequeath all of my household furniture and furnishings, automobiles, books, pictures, jewelry, china, crystal, appliances, silverware, wearing apparel and all other like articles of household or personal use or adornment to My Wife, if she survives me. If My Wife does not survive me, I give such articles to my children living at my death in as nearly equal shares as they shall select under the supervision of my disinterested Executor. If any such articles cannot be fairly divided or distributed in kind in the opinion of my disinterested Executor, such articles shall be sold and the proceeds thereof shall pass as a part of my residuary estate. ITEM VI: I give, devise and bequeath to my issue living at my death, per stirpes, an amount equal to the balance of the dollar amount not taxed in my estate due to the application to my estate of the unified credit against federal estate tax (the "Unified Credit"~, after deducting therefrom the value, for federal estate tax purposes, of (a) assets included in my federal gross estate which pass or have passed other than under the terms of this Will and which will utilize a portion of the Unified Credit, (b) any bequests under the preceding ITEMS which will utilize a portion of the Unified Credit and (c) adjusted taxable gifts not included in my federal gross estate but included in the computation of the tentative federal estate tax in my estate; provided, however, should any such issue be the issue of a deceased child of mine and shall not then have attained the age of twenty-one years, each such issue's share shall be Page 3 of 13 pages retained by my Trustee, IN TRUST NEVERTHELESS, each to be held, administered and disposed of as a separate trust estate in accordance with ITEM VII for the benefit of each such issue (the "Grandchild' s Trust" ) . ITEM VII: My Trustee shall have, hold, manage, invest and reinvest the assets of each Grandchild's Trust, collect the income and (a) Until the beneficiary of the Grandchild's Trust (the "Grandchild") shall have attained the age of twenty-one years, my Trustee shall from time to time pay to or for the benefit of the Grandchild such amounts of the net income and principal of the Grandchild's Trust as, in the sole discretion of my Trustee, may be necessary for the Grandchild's maintenance, support, medical and nursing care and education, including college and graduate education, taking into consideration any other means readily available for such purposes. At the end of each year any unexpended income shall be added to the principal of the Grandchild's Trust. (b) After the Grandchild shall have attained the age of twenty-one years, my Trustee shall distribute the remaining principal and any undistributed income of the Grandchild's Trust outright to the Grandchild; or if the Grandchild shall have died before attaining that age., my Trustee shall distribute the then remaining Page 4 of 13 pages principal and any undistributed income to the Grand- child's issue, per stirpes, living at the Grandchild's death .and, in default of such issue, to my issue then living, per stirpes. ITEM VIII: I give, devise and bequeath all of the rest, residue and remainder of my property, real, personal and mixed, not disposed of in the preceding portions of this Will, to my Trustee hereinafter named, IN TRUST NEVERTHELESS, to be held, administered and disposed of in accordance with this ITEM for the benefit of My Wife and my issue (the "Qualified Terminable Interest Property Trust", herein referred to as the "QTIP Trust"}. My Executor shall have the right to elect on the federal estate tax return prepared on behalf of my estate to have a portion or all of the property passing under this ITEM treated as "qualified terminable interest property" in order to qualify such portion or all of the property for the marital deduction for federal estate tax purposes. If my .Executor elects to have a portion or all of such assets so qualify, such elected assets may, at the discretion of my Trustee and so long as the election to qualify such assets for the federal estate tax marital deduction is not jeopardized, (a} be held and maintained. by my Trustee as a separate trust estate with the balance, if any, of the assets which are governed by this ITEM also held and maintained as a separate trust estate or (b) be held and maintained by my Trustee with the non-elected assets as one trust estate. In either case any such trust or trusts shall be held in trust for the following uses and purposes Page 5 of 13 pages _- ~, . and be subject to the provisions of the following subparagraphs (a) and (b). My Trustee shall have, hold, manage, invest and reinvest the assets governed by each such trust, collect the income and (a) If My Wife survives me, beginning at my death, my Trustee shall pay over_the net income of each such trust to My Wife during her lifetime, in installments not less frequently than quarterly. In addition, my Trustee shall pay such amounts of the principal of each such trust as, in the sole discretion of my Trustee, may be necessary for the maintenance, support and medical and nursing care of My Wife, taking into consideration any other means readily available for such purposes. Upon the death of My Wife, my Trustee shall distribute any accumulated income of each such trust to My Wife's estate. (b) Upon the death of the survivor of My Wife and me, my Trustee shall distribute the principal of each such trust to my issue then living, per stirpes; pro- vided, however, that should any such issue be the issue of a deceased child of mine and shall not then have attained the age of twenty-one years, each such issue's share shall be retained by my Trustee, IN TRUST NEVERTHELESS, each to be held, administered and disposed of as a separate trust estate in accordance Page . 6 of 13 pages with ITEM VII for the benefit of each such issue (the "Grandchild' s Trust" ) . ITEM IX: It is my intention to conform to the provisions for the. allowance of the marital deduction for federal estate tax purposes. I therefore direct that any provi- sions of this Will notwithstanding, the powers granted herein to my Executor and Trustee shall be construed in accordance with said intention and shall not be interpreted or exercised so as to disqualify any portion of the QTIP Trust elected by my Executor to qualify for the federal estate tax marital deduction. ITEM X: No interest in income or principal of my estate or any trust created hereunder shall be subject to attachment, levy or seizure by any creditor, spouse, assignee or trustee or receiver in bankruptcy of any beneficiary of my estate or of any trust created hereunder prior to the beneficiary's actual receipt thereof. My Executor or Trustee shall pay over the net income and the principal to the beneficiaries herein designated, as their interests may appear, without regard to any attempted anticipation (except as may be specifically provided herein), pledging or assignment by any beneficiary of my estate or of any trust created hereunder and without regard to any claim thereto or attempted levy, attachment, seizure or other process against said beneficiary. ITEM XI: Any person other than My Wife, who shall have died at the same time as I or under such circum- stances that it is difficult or impossible to determine who shall Page 7 of 13 pages have died first, shall be deemed to have predeceased me. If My Wife and I shall have died at the same time or under such circum- stances that it is difficult or impossible to determine who shall have died first, My Wife shall be deemed to have survived me. Any person other than me who shall have died at the same time as any then beneficiary of income of my estate or a trust created hereunder or under such circumstances that it is difficult or impossible to determine who shall have died f first, shall be deemed to have predeceased such beneficiary. ITEM XII: In the settlement of my estate and during the continuance of any trust created hereunder, my Executor and my Trustee shall possess, among others, the following powers to be exercised for the best interests of the beneficiaries; subject, however, insofar as any portion of the QTIP Trust qualified for the federal estate tax marital deduction is concerned, to the restrictions set forth below: (a) To retain any investments I may have at my ' death so long as my Executor or Trustee may deem it advisable to my estate or trust so to do. (b) To vary investments, when deemed desirable by my Executor or Trustee, and to invest in such bonds, stocks, notes, real estate mortgages or other securities or in such other real or personal property as my Executor or Trustee shall deem wise, without being restricted to so called "legal investments." (c) ~ In order to effect a division of the principal of my estate or trust or for any other purpose, including any final distribution of my estate or trust, my Executor or Trustee is authorized to make said divisions or distributions of the personalty and realty partly or wholly in kind. If such division or distribution is made in kind, said assets shall be divided or distributed at their respective values on the date or dates of their division or distribution. In Page 8 of 13 pages making any division or distribution in or Trustee shall divide or distribute manner which will fairly allocate any appreciation among the beneficiaries. kind, my Executor said assets in a unrealized (d) To sell either at public or private sale and upon such terms and conditions as my Executor or Trustee may deem advantageous to my estate or trust, any or all real or personal estate or interest therein owned by my estate or trust severally or in conjunction with other persons or acquired after my death by my Executor or Trustee, and to consummate said sale or sales by sufficient deeds or other instruments to the purchaser or purchasers, conveying a fee simple title, free and clear of all trust and without obligation or liability of the purchaser or purchasers to see to the application of the purchase money or to make inquiry into the validity of said sale or sales; also, to make, execute, acknowledge and deliver any and all deeds, assignments, options or other writings which may be necessary or desirable in carrying out any of the powers conferred upon my Executor or Trustee in this paragraph or elsewhere in this Will. (e) To mortgage real estate; provided, however, that this provision shall not apply to real estate which is an asset of any portion of the QTIP Trust qualified for the federal estate tax marital deduction; and to make leases of real estate for any term. (f) To borrow money from any party, including my Executor or Trustee, to pay indebtedness of mine or of my estate or trust, expenses of administration, Death Taxes or other taxes; provided, however, that this provision shall not authorize borrowing from any portion of the QTIP Trust qualified for the federal estate tax marital deduction. (g) From the same source as from which Death Taxes are to be paid in accordance with ITEM I, to pay all costs, Death Taxes or other taxes, expenses and charges in connection with the administration of my estate or trust, and my Executor shall pay the expenses of my last illness and funeral expenses; provided, however, that no such costs, Death Taxes, expenses or charges in connection with the administration of my estate shall be paid from the assets of any portion of the QTIP Trust qualified for the federal estate tax marital deduction. (h) To vote any shares of stock which form a part of my estate or trust and to otherwise exercise all the powers incident to the ownership of such stock and to Page 9 of 13 pages actively manage and operate any unincorporated business, including any joint ventures and partnerships, with all the rights and powers of any owner thereof. (i) In the discretion of my Executor or Trustee, to unite with other owners of similar property in carrying out any plans for the reorganization of any corporation or company whose securities form a part of my estate or trust. (j) To assign to and hold in my estate or trust an undivided portion of any asset. (k) To hold investments in the name of a nominee. (1) To compromise controversies. (m) Only property which is fully eligible for the marital deduction for federal estate tax purposes shall be assigned to the portion of the QTIP Trust qualified for the federal estate tax marital deduction. Notwithstanding anything to the contrary contained in this Will, my Trustee shall not retain beyond a reasonable time or invest in, as an asset of any portion of the QTIP Trust elected to qualify for the federal estate tax marital deduction, any property which may at any time be or become unproductive. ITEM XIII: In the settlement of my estate: (a) My Executor shall not be personally liable for loss to my estate or to my spouse's estate or to any beneficiary of either estate resulting from my Executor's decision made in good faith whether or to what extent to elect on the federal estate tax return prepared on behalf of my estate to have a portion or all of certain "qualified terminable interest property" treated as having passed to my spouse in order to qualify for-the federal estate tax marital deduction. (b) My Executor shall not be personally liable for any loss to my estate or to any beneficiary of my estate resulting from an election made in good faith to claim a deduction as an income tax deduction or as an estate tax deduction; nor, as a result of such election, shall any compensating adjustments be made between income and principal or in the amount of any gift under this Will to my spouse intended to qualify for the marital deduction for federal estate tax purposes. (c) In valuing property in my gross estate for the purposes of any Death Tax, my Executor shall not be Page 10 of 13 pages personally liable for any loss to my estate or to any beneficiary of my estate resulting from my Executor's decision made in good faith to use a particular valua- tion date; nor, as a result of such decision, shall any compensating adjustment be made in the amount of any gift under this Will to my spouse intended to qualify for the marital deduction for federal estate tax purposes. ITEM XIV: If at any time any minor shall be entitled to receive any assets free of trust by reason of my death, whether payable hereunder, by operation of law or otherwise, I appoint DAUPHIN DEPOSIT BANK AND TRUST COMPANY, Harrisburg, Pennsylvania, as Guardian of such assets authorized by law payable to such minor. The Guardian may receive, administer and shall have full authority to use such assets, both principal and income, in any manner the Guardian shall deem advisable for the best interests of the minor, including college, university, graduate or other education, without securing a court order. The Guardian shall have all the rights and privileges in its capacity as Guardian as are herein granted to my Executor and Trustee as to my estate and any trusts created hereunder. ITEM XV: If there should be established by My Wife, either in her Last Will and Testament or by inter vivos Deed or Agreement, trusts similar to the trusts herein established for the benefit of my issue, my Trustee herein shall have the right and power to merge trusts herein established with similar trusts for the same beneficiaries established by My Wife and to operate each of the merged trusts as a single trust. Page 11 of 13 pages ITEM XVI: I hereby appoint my sons, GEORGE HUGH HOLDER, WALTER S. HOLDER, and THOMAS M. HOLDER, and DAUPHIN DEPOSIT BANK AND TRUST COMPANY, as Co-Executors of this Will. If for any reason any of them should fail or cease to act, the remaining Co-Executors shall act or continue to act with all of the powers granted to all of them. All references in this Will to my "Executor" shall also refer to my Co-Executors, my surviving Co-Executors or to my sole surviving Executor, as the case may be. ITEM XVII: I hereby appoint my sons, GEORGE HUGH HOLDER, WALTER S. HOLDER, and THOMAS M. HOLDER, and DAUPHIN DEPOSIT BANK AND TRUST COMPANY, as Co-Trustees of any trust created hereunder. If for any reason any of them should fail or cease to act, the others shall act or continue to act with all of the powers granted to all of them. 'So long as a beneficiary of a trust hereunder is Co-Trustee, he or she shall not participate in any discretionary determination of the Trustee to distribute principal or income of such trust to or for the benefit of such beneficiary or to his or her issue. All references in this Will to my "Trustee" shall also refer to my Co- Trustees or to my sole surviving Trustee, as the case may be. ITEM XVIII: Any Guardian, Executor or Trustee shall qualify and serve without the duty or obligation of filing any bond or other security. Any corporate fiduciary shall be entitled to compensation for services in accordance with the Page 12 of 13 pages r,_...- ~~, ~, ~~ -_ standard schedule of fees in effect when the services are rendered. My individual fiduciaries shall serve without compensation. IN WITNESS WHEREOF, I have set my hand and seal to this, my Last Will and Testament, consisting of this and the preceding twelve (12) pages, this day of ~ ~ ~ ~,,,~.,,,~ % , 1987 . Page 13 of 13 pages ..~-'" ` ' ~ r. '`-~..~~'~..~~::= .~f' ~'# ~,~% (SEAL ) GEOR~ ~ H . HOLDER We, the undersigned, hereby certify that the foregoing Will was signed, sealed, published and declared by the above- named Testator as and-for his Last Will and Testament, in the presence of us,-who, at his request and in his presence and in the presence of each other, have hereunto set our hands and seals the day and year above written, and we certify that at the time of the execution thereof, the said Testator was of sound and disposing mind and mem~r :~ ; t' f '~~'_ ~ ~ ~'"~ -SEAL Residin at: ~ ~ i '' ~~ ,. ~~~~` ~C~t~! t~,t~-~~ ~4, F. ~, (SEAL) Residing at: l ~S ~ ~- 1~ ~ . (SEAL) Residing at: EXHIBIT B APPRAISAL OF HERSHEY CREAMERY COMPANY STOCK FILED DIRECTLY WITH THE PENNSYLVANIA DEPARTMENT OF REVENUE 758371.1 EXHIBIT C ESTATE OF GEORGE H. HOLDER Valuation of Hershe Creame Com an Su lemental Pension Decedent's 2008 Compensation ! ~ 235,000.00 Annuity factor (see attachment) i ~ 4.7367 i ~ 1,113,124.50 757934 FACTORS FOR A LIFE OR LIVES Interest Rate: 2.0 Age: 88 Payment Frequency: Monthly Life Estate Factor: 0.09388 Remainder Factor: 0.90612 Annuity Factor: 4.6940 Adjustment Factor: 1.0091 Adjusted Annuity: 4.7367 EXHIBIT D _ ESTATE OF GEORGE H. HOLDER i Valuation of Hershe Creame Com an Defined Benefit Plan Monthly Payments 5,357.12 x12 ~ 64,285.44 Annuity factor (see attachment) ~ 4.7367 ~ 304,500.84 I 757934 FACTORS FOR A LIFE OR LIVES Interest Rate: 2.0 Age : 8 8 Payment Frequency: Monthly Life Estate Factor: 0.093 8 8 Remainder Factor: 0.90612 Annuity Factor: 4.6940 Adjustment Factor: 1.0091 Adjusted Annuity: 4.7367 EXHIBIT E Estate Valuation Date of Death: 02/08/2009 Valuation Date: 02/08/2009 Processing Date: 03/03/2009 Shares Security or Par Description Estate of: George Holder, T/A Account: 1100123508 Report Type: Date of Death Number of Securities: 12 File ID: Holder, George T-A Mean and/or Div and Int Security Adjustments Accruals Value 1) 150000 BERRS CNTY PA REFUNDING (084509MJ4) Financial Times Interactive Data DTD: 09/15/2008 Mat: 11/15/2009 3~ 02/06/2009 101.62900 Mkt 02/09/2009 101.62300 Mkt 101.626000 Int: 11/15/2008 to 02/08/2009 2) 150000 UNIV PITTSBURGH OF THE COMWLTH ASSET NT3 (91335VDJ2) Financial Times Interactive Data DTD: 08/08/2007 Mat: 08/01/2010 5$ 02/06/2009 104.65800 Mkt 02/09/2009 104.64900 Mkt 104.653500 Int: 02/01/2009 to 02/08/2009 3) 150000 DELAWARE VALLEY PA 3CH DIET GO BD3 (2 46580RH9) Financial Times Interactive Data DTD: 06/15/2008 Mat: 10/01/2010 3~ 02/06/2009 102.45100 Mkt 02/09/2009 102.44700 Mkt 102.449000 Int: 10/01/2008 to 02/06/2009 4) 150000 PENNSYLVANIA HSG FIN AGY SINGL SINGLE FA (708796PU5) Financial Times Interactive Data DTD: 09/04/2008 Mat: 10/01/2010 2. 5+k 02/06/2009 100.36700 Mkt 02/09/2009 100.36600 Mkt 100.366500 Int: 10/01/2008 to 02/08/2009 5) 200000 YORK PA GEN AUTH POOLED FING R ADJ REV B (986869AD7) Financial Times Interactive Data DTD: 07/10/1996 Mat: 09/01/2026 02/06/2009 100.00000 Mkt 02/09/2009 100.00000 Mkt 100.0 Int: 02/01/2009 to 02/08/2009 6) 200000 ALLENTOWN PA COML & INDL DEV A VAR REV 8 (018433AF9) Financial Times Interactive Data DTD: 12/16/1999 Mat: 12/01/2029 02/06/2009 100.00000 Mkt 02/09/2009 100.00000 Mkt 100.0 Int: 02/01/2009 to 02/08/2009 7) 200000 CHESTER CNTY PA INDL DEV AUTH VAR REV B (165588BT0) Financial Times Interactive Data DTD: 07/03/2001 Mat: 07/01/2031 02/06/2009 100.00000 Mkt 02/09/2009 100.00000 Mkt 100.0 Int: 02/01/2009 to 02/08/2009 8) 200000 PENNSYLVANIA ST UNIV VAR RATE (709235MH5) Financial Times Interactive Data DTD: 05/30/2002 Mat: 03/01/2032 02/06/2009 100.00000 Mkt 02/09/2009 100.00000 Mkt 100.0 Int: 02/01/2009 to 02/08/2009 9) 971.207 LOOMIS SAYLES FDS I (543495816) SML CP VAL INS Mutual Fund (as quoted by NASDAQ) 02/06/2009 15.96000 Mkt 15.960000 152,439.00 1,037.50 156,980.25 145.83 153,673.50 1,587.50 150,549.75 1,322.92 200,000.00 33.27 200,000.00 21.29 200,000.00 21.29 200,000.00 16.38 15,500.46 1 This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you have questions, please contact EVP Syatema at (816) 313-6300 oz www.evpays.com. (Revision 7.1.1) Date of Death: 02/08/2009 Estate of: George Holder, T/A Valuation Date: 02/08/2009 Account: 1100123508 Processing Date: 03/03/2009 Report Type: Date of Death Number of Securities: 12 File ID: Holder, George T-A Shares Security Mean and/or Div and Int Security or Par Description High/Ask Low/Bid Adjustments Accruals Value 10) 1822.596 MTB GROIIP FDS (553767148) S CP GRW INS I Mutual Fund (as quoted by NASDAQ} 02/06/2009 11) 2392.839 HARBOR FD (411511306) INTL FD INSTL Mutual Fund (ea quoted by NASDAQ) 02/06/2009 12) 2195746.33 MTB GROUP FDS (553767262) PA TXFREE MM I I Mutual Fund Int: 02/01/2009 to oz/oe/zoos Total: $3,734,678.59 Total Value: Total Accrual: 9.52000 Mkt 36.92000 Mkt 9.520000 17,351.11 36.920000 88,343.62 1.000000 2,195,746.33 106.59 $3,730,584.02 $4,294.57 2 CSC, ~~ REVOCABLE TRUST AGREEMENT FOR GEORGE H. HtiLDER ON THIS DATE, ~-~ 1 ~~ 2003 I, GEORGE H. HOLDER ~ of C~ttbe=land Coup _____^__~_: Pennsylvania ~ .and Manufacturers and Traders Tn:st Company (M8cT Bank), the Trustee, hereby enter into the following agreement. CREATION WHEREAS, I wish to create a revocable ttttst primarily for the purpose of being relieved of OF TRUST investment responsibility and to provide far myself or any person dependent an me if for any reason I am unable to direct in writing the disposition of income and principal of the Trust. NOW, THEREFORE, in consideration of the Tnlstee's willingness to serve under this agreement, I transfer and assign to the Trustee, in trust, the property described in Article IX. This property, together with all other additional property hereinafter received by the Trustee, shall beheld, managed, invested and distn'buted in accordance with the following terms and conditions: ARTICLE I DISTRIBUTIOI~IS During the term of the Trust, the Trustee shall hold, manage, invest and reinvest the trust property, shall collect the income therefrom and shall distribute the net income and so much of the principal as I may, from time to time, request for whatever purpose ar purposes I may designate;. Any undistributed income may be added to principal for reinvestment by the Tnutee. If, for any reason, I am unable to direct in writing how to dispose of the income and principal of the Trust, I authorize and direct the Trustee to apply such of the income and principal far my benefit or far the benefit of any person dependent upon me as the Trustee deems appropriate in its sole discretion and to continue my pattern of making gifts to - individuals and organizations. I reserve the right to appoint any part or all of the principal of the mist to any one or more persons (including myself) by delivering to the trustee a written instrument executed and . acknowledged safely be me or by my duly authorized attorney-in•fact. .~• The Tnistee shall not be liable for the goad faith exercise ~of its discretion in its determination that I am incapable of managing my affairs. Any payments made to me ar on my behalf which are made in good faith shall be deemed proper and the T:vstee shall have no duty to inquire as to the application of any such payments by the recipient. Upon my death, the Trustee shall distribute the principal, together with any undistributed income, io or in trust for such one or more persons or organizations as I may appoint by WiII specifically exercising this power of appointment or, to the extent I do not exercise this power, to my personal representative of my estate, and this Trust shall terminate. The receipt of the trust property held under this agreement by such person, organization, or personal representative, shall release the Trustee from any further responsibilities with respect to such property. Thls Agreement does not serve as o substitute for a Last Will and Tcstsrment. ARTICLE II TRUSTEE'S In addition to the powers conferred bylaw, the Trustee steal! have the fallowing powers, to be AUTHORITY ANI3 exercised in its absolute discretion without the order or ratif cation of any Court: to retain all INVESTMENT OP assets received in kind as investments, without any duty of diversification, or to sell the same TRUST PROPERTY upon such teens as it shall deem advisable; to invest in ail forms of property without regard to statutory limitations, including in one or more of the collective investment funds maintained by the Trustee or any affiliate, or such other assets as are acceptable to the Trustee; to hold shares in any registered investment company which may by advised by the Trustee or any affiliate and from which the Trustee or any affiliate may receive compensation as advisor, sponsor, manager, custodian, transfer agent, registrar, distributor, or service provider; to exchange or lease for any period of time any rear or personal property and to give options for sales, exchanges and leases; to exercise all rights of security holders including the right to vote personally or by general or limited pmxy, any shares of stock; to register any securities in the Tnistee's name or in the name of a nominee; to pay, compromise, settle or release any claim or controversy without court approval; to barrow money, from any source, including M&T Bank and to pledge any real or personal property pursuant thereto; to delegate discretionary powers as permitted by applicable law; to employ agents, brokers, attorneys and accountants and to treat their compensation as an administration expense; and to make distribution in cash or in kind at current values, in undivided interosts or non-pro rata shares, and without regard to income tax basis. - By way of illustration and not limitation, the Tnrsiee may invest in interest-bearing accounts or in certifcates of deposit issued by the banking department of the Trustee, or in securities underwritten by syndicates of which the Trustee is a member, but eat if purchased from said Trustee; and may execute purchases and sales through an affiliated discount brokerage service, paying its regular charges as part of the frost administration expenses, so long as it provides services of comparable quality and pricy as are available from alternarive brokerage service firms. The farm "affiliate" shall include a subsidiary of the Trustee or any affiliate of a subsidiary. The Trustee is not authorized to disclose, pursuant to SEC Rulc I4b•I (c}, my name, address, or security position{s} of current and/or future security holdings that the Trust may own from time to time. The Trustee shalt not be liable to me or any beneficiary of this trust for any loss that may result from retaining or making investments pursuant to my directions. Any action or distribution made by the Tnrstee at my direction or with my consent shall be considered proper and authorized by this instnment, notwithstanding any provision of this instrument ar rule of law to the contrary and the Trustee shall not be liable to me or any bcncfciary of the trust on account of any such action or distribution. During my life I shall represent the interest of all beneficiaries of the trust, present and future, contingent or vested, in any action regarding the trust and my action shall be binding on all such beneficiaries. ARTICLE III ADDI'T'IONS TO It is understood that at any time I may add cash or other property. to rho Tnrst created TRUST ASSETS hereunder, provided the same is acceptable to the Trustee, which cash or property shalt become subject to the terms and conditions of this agreement. In addition, any other person may add cash or other property to the Trust created hereunder, provided the same is acceptable to the Trustee. In the event of any addition to the Trust hereunder, the Trustee shall have no responsibility for filing any gift tax returns with respect thereto, unless otherwise agreed ro in writing by the Trustee. ARTICLE IV REVOCATION I expressly reserve the right at any time and fmm time to time to revoke, alter or amend this AND AMENDMENT agreement by written notice delivered to the Trustee, provided that the duties, powers, compensation or liability of the Trustee shall not be changed without its written consent. Upon receipt of my revocation notice hereunder, the Trustee shall, within ninety {90) days thereafter, deliver alI property hold hereunder to me or as I may direct in writing. The Trustee shall be relieved of all liability for acting in accordance with any such directions. I shalt be considered as "incapacitated" or "incapable of managing my affairs", far purposes of this trust when the Trustee receives written certificarion from two physicians, one of whom shall be my regular attending physician, that I Nava become unable to act rationally and prudently in my financial best interest, regardless of whether there has been any adjudication of incapacity, mental illness, or need for a committee, conservator, guardian or similar representative. A recovery from incapability for purposes of this trust shall be upon the receipt by the Trustee of written certification fmm two physicians, one of wham sha11 be my regular attending physician, that I am na longer incapacitated and am again able to manage my own financial affairs. The Tnistee shall not have any duty to monitor the health of me or to institute any inquiry into the possible incapacity of me. However, should any such inquiry be reasonably 'snstituied, the expenses of the inquiry shall be paid from the hvst estate. The Trustee shall not be liable to anyone far relying in good faith on the aforementioned physicians' certifications. A physician shall not be liable to anyone far certifying (of failing to certify) in good faith that I am or am not incapacitated far purposes of this instrument, and such physicians shall be indemnified and held harmless from any Ioss occasioned by such certification ar non-certification made in good faith. ARTICLE V RESIGNATIOI~t The Trustee may resign at any time without stating cause by delivering thirty (30} days written notice of such resignation to mc. In resigning hereunder, the Trustee shall deliver, within ninety (~0) days of the effective date of its resigmarion notice, ate property held under this agreement to me or as I may direct in writing. ARTICLE VI COMPENSATION The Trustee shall be entitled to deduct as compensation for its services hereunder a fee which shall be in accordance with its schedule of charges in effect at the time such services are performed, and which shall be payable at such time and in such manner as the Trustee may fmm time to limo establish. Far any special or extraordinary services, the Trtrstee shall be entitled to additional reasonable compensation far such services. ARTICLE VII CHOICE OF LAW This agreement and the Trust hereby created shah be constroed and governed by the laws of Pennsylvania without regard to its conflict of laws provisions. ARTICLE VIII MERGER Any corporation resulting from any merger, conversion, reorganization or cortsalidatian to OF TRUSTEE which the Tnutee may be a party, or any corporation otherwise succeeding generally to alt or the greater part of the assets or business of the Tnzstee, shall be the successor to it as Trustee hereunder without the execution or filing of any paper and without any further action on the part of any party. ARTICLE IX PROPERTY The Tnistec aclrnowledges receipt of the property Iisted below and accepts such property upon SCHEDULE the terms and conditions herein set forth. (~ The property schedule is attached. ARTICLE X CONSULTATION I understand that this agreement with the Trustee does not serve as a substitute for a WITH ATTt?RNEY Last Wilt and Testament and that I am hereby advised and encouraged to discuss the terms of this agreement and its relation to my estate plan with an attocney of my choice. ARTICLE XI ENTfltE This agreement constitutes the entire agreement between the Trustee and me and supersedes AGREEMENT ali prior ar contemporaneous discussions, understandings or agreements between us. Il`I WITNESS WHEREOF, this agreement has been executed, as of the day and year first written above, by me and on behalf of the Tn~sted by its duly authorized off cer. Trusted: MA A TRADERS TRUST COMPANY ari2ed Officer G Date 5 _~1T~c Date ) :ss. covNTY OF _~~~~^~ ) On the ~~~ day of.~f~s_ , in the year 20_..03 .before me, the undersigned, a notary public in and for said .personally appeared GEORGE H. HOLDER personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that ,~ ___. executed the same in ha.s capacity, and that by h~.s signat~zre on the instrument ,the individual, or the person upon behalf of which the individual acted, executed the instrument. rr , o ~ ~~.~ t~, S~~ ~~~~.~ , oat ~ COUNTY OF ,..... NOTARIAL SEAL A08ERT 3. CAMPBELL, Notary Perb~ic Newport, Perry Courifij ~ My Commission Expires Sept 25, 2006 SS. } ~- On this ti~„ ~ $ ,__da~r of ~ ~ ~ ~ M ~ P f. _ 20Q,~,, before me personally appeared ~ Rl c , ~v o me personally known, who, being by me duly sworn, did depose and say that deponent resides at in the Q.~ ~~ ~• ~e County, `r_• that deponent is ` ~` e ~ of MANUFA UREItS AND TRADERS 'TRUST COMPANY, the corporation described in and which executed the foregoing instrument; that deponent knows the seal of said corporation, that it was so affcxed by order of the Board of Directors of such corporation; and that deponent signed such instrument by like order. ~. ~~.~ Notary Publ~ Gwendolyyn EatK tjan Notary Public Carlisle Boro, Cumberland County My Camm~ssion Expires Nov, 22.2004 Member. PennsYwanta A~sociat~on ar N^3rte~ f jft ~ +.'i R"" ~ G ~D Z { ~. ~ ~ r ~ n ~ ~ ~ ~ m a ~ ~ r1 O . sA .,~ ~_ r ,., ~ D7 n y N '.{ p ' .b Rt . 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