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Home My WebLink About12-16-09 (2)15056041158 REV-1500 EX cos-o5) PA Department of Revenue OFFICIAL USE ONLY Bureau of Individual Taxes County Code Year File Number Po Boxzsosot INHERITANCE TAX RETURN 21 09 0565 Harrisburg, PA 17128-0601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death Date of Birth 171-28-620? 03162009 06071914 Decedent's Last Name TROUP Suffix Decedent's First Name ABRAHAM (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name 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 ^ 4. Limited Estate 0 6. Decedent Died Testate (Attach Copy of Will) ^ 9. Litigation Proceeds Received ^ 2. Supplemental Return ^ 4a. Future Interest Compromise (date of death after 12-12-82) 7. Decedent Maintained a Living Trust (Attach Copy of Trust) ^ 10. Spousal Poverty Credit (date of death between 12-31-91 and 1-1-95) State ZIP Code CORRESPONDENT - THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Name Daytime Telephone Number THOMAS W SHIELDS, VICE PRESIDENT 717-291-2726 Firm Name (If Applicable) FULTON FINANCIAL ADVISORS, NA First line of address P•0• BOX 3215 Second line of address City or Post Office LANCASTER MI C MI ^ 3. Remainder Return (date of death prior to 12-13-82) ^ 5. Federal Estate Tax Retum Required 1L 8. Total Number of Safe Deposit Bones ^ 11. Election to tax under Sec. 9113(A) (Attach Sch. O) REGISTEI~OF WILLS USEtEQ LY _ ~ 7 c.,-a ~ `. ~,. n _. , __ p r, ~ ~ n ,~~..~ - ~~~ i ~C7~~ G "~ ~ N '_ - AILED ~..i -. 4,;~ PA 17604-3215 Correspondent'se-mailaddress: TSHIELDSa3FULTONFINANCIALADVISORS • COM 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 RETURN ~~ ~~ DATE FULTON FINANCIAL ADVISORS, NA BY: ~~ay.---c.~~i~l~e _ 12/14/2009 P•0• BOX 3215 LANCASTER, PA 17604-3215 SIGNATURE OF PREPARER OTHER THAN REPRESENTATIVE DATE ADDRESS PLEASE USE ORIGINAL FORM ONLY Side 1 15056041158 6M46473.000 15056041158 15056042159 REV-1500 EX Decedent's Social Security Number 171-28-6207 Decedent's Name:T R O U P ABRAHAM C RECAPITULATION 1. Real estate (Schedule Al 1. 2. Stocks and Bonds (Schedule B) . 2. 3. Closely Held Corporation, Partnership or Sole-Proprietorship (Schedule C) . 3. 4. Mortgages & Notes Receivable (Schedule D). . 4. 5. Cash, Bank Deposits & Miscellaneous Personal Property (Schedule E) . 5. 6. Jointly Owned Property (Schedule F) ~ Separate Billing Requested . 6. 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (Schedule G) ~ Separate Billing Requested 7. 8. Total Gross Assets (total Lines 1-7). 8. . ..... ... ......... 9. Funeral Expenses l;< Administrative Costs (Schedule H) . 9. 10. Debts of Decedent, Mortgage Liabilities, & Liens (Schedule I). 10. 11. Total Deductions (total Lines 9 & 10) . 11. 12. Net Value of Estate (Line 8 minus Line 11) 12. 13. Charitable and Governmental BequestslSec 9113 Trusts for which an election to tax has not been made (Schedule J) . 13. 14. Net Value Subject to Tax (Line 12 minus Line 13) 14. 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 .0~ 0 • 0 0 15. 16. Amount of Line 14 taxable at lineal rate X .0~ 0 • U 0 16. 17. Amount of Line 14 taxable at sibling rate X .12 ~ • ~ 0 17. 18. Amount of Line 14 taxable at collateral rate X .15 18 9 0 9 7.9 4 18 19. TAX DUE 19. 20. FILL IN THE BOX IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT Side 2 15056042159 snnasae2.ooo 15056042159 REV-1500 EX Page 3 File Number Decedent's Complete Address: 21 0 9 0 56 5 DECEDENTS NAME TROUP ABRAHAM C STREET ADDRESS Y GTY MECHANICSBURG STATE ZIP Tax Payments and Credits: 1. Tax Due (Page 2 Line 19) 2. Credits/Payments A. Spousal Poverty Credit O - O O B. Prior Payments 2 5 2 2 2- S D C. Discount 13 2 7 • 4 6 3. InteresUPenalty if applicable D. Interest O . O O E. Penalty 0 . 0 0 (1) 28364.69 Total Credks (A + g + C) (2) 2 6 5 4 9.9 6 Total lnteresUPenaky (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. (3) 0.00 (4) 0-^0 (5) 1814.73 (5A> 0,00 B. Enter the total of Line 5 + 5A. This is the BALANCE DUE. (5B) 1814.7 3 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: Yes No a. retain the use or income of the property transferred; Q ^ b. retain the right to designate who shall use the property transferred or its income; ~ ^ c. retain a reversionary interest; or . a ^ d. receive the promise for life of either payments, benefits or care? ^ Q 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? . X 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 IT 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. §9116 (a) (1.1) (i)j. Far 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 benefiaaries is four and one-half (4.5) percent, except as noted in 72 P.S. X9116(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. [39116(a)(1.3)j. Asibling 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 Estate of Abraham C. Troup Executors (Page 1) Name Fulton Financial Advisors, NA Address P.O. Box 3215 171-28-6201 Lancaster, PA 17604-3215 Tax ID 23-3032473 REV-1508 EX + (698) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE E CASH, BANK DEPOSITS, 8~ MISC. PERSONAL PROPERTY ESTATE OF FILE NUMBER Abraham C. Troup 21 09 0565 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 Asbury Communities, Inc - Bethany Village skilled nursing care refund 2 Capital Blue Cross - refund of unearned supplemental insurance premium 3 Continuing Care RX - refund of overpayment 4 Mellon Bank Pension -monthly payout 3W46AD 1.000 4,329.95 2,651.38 74.81 146.23 TOTAL (Also enter on line 5, Recapil (If more space is needed, insert additional sheets of the same size) 7,202.37 REV-1510 EX + (G98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE G INTER-VIVOS TRANSFERS 8~ MISC. NON-PROBATE PROPERTY ESTATE OF NUMBER Abraham C. Troup 21 09 0565 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 NUMBER DESCRIPTION OF PROPERTY a~atnETrewNAEOFnfTwwsFEREE,TFEIRRELATIOrvsnPTODECEDENfMD 71Eb11E0F1RPf~FHtATiK]IACOPfOFTfEDEEDFORREALESfATE DATE OF DEATH VALUE OF ASSET %OFDECD'S INTEREST EXCLUSION IF APPLICABLE TAXABLE VALUE 1~ Abraham C Troup Trust Agreement dated February 6, 2002 and so amended May 11, 2006, with Fulton Financial Advisors, NA as Trustee. See copy of trust agreement. Trust assets are listed below items 1 through 9. Federated Govt Oblig 1yIlrlF #395 Principal Cash CUSIP: 60934N-80 9,568.13 100.0000 0.00 9,568.13 2 Federated Govt Oblig Mt4E' #395 Income Cash CUSIP: 60934N-80 2,832.72 100.0000 0.00 2,832.72 3 1,800.18 Shares Federated Total Return Govt Bd Sh B Int Instl Mutual Fund (As Quoted By Nasdaq) CUSIP: 31429A105 20,522.05 100.0000 0.00 20,522.05 4 2,824.859 Shares Federated Total Return Sers Totl Ret Instl Mutual Fund (As Quoted By Nasdaq) CUSIP: 31428Q101 28,418.08 100.0000 0.00 28,418.08 5 800 Shares Hershey Co Com New York Stock Exchange CUSIP: 427866108 26,700.00 100.0000 0.00 26,700.00 6 5,116 Shares Jpmorgan Chase ~ Co Com New York Stock Exchange CUSIP: 46625H100 123,372.34 100.0000 0.00 123,372.34 Total from continuation sched les 65,019.01 TOTAL (Also enter on line 7, Recapitulation) ~ $ 276.432.33 (If more space is needed, insert additional sheets of the same size) 3W48AF 1.000 Estate of: Abraham C. Troup 21 09 0565 Schedule G (Page 2) Ctem DOD Value Taxable Jo. Description of Asset ~ Interest Exclusion Value 7 590 Shares Pnc Finl Svcs Group Inc Com New York Stock Exchange CUSIP: 693475105 16,761.90 100.0000 0.00 16,761.90 8 3,773.585 Shares Vanguard Bd Index Fd Inc Inter Idx Sign Mutual Fund (As Quoted By Nasdaq) CUSIP: 921937843 38,188.68 100.0000 0.00 38,188.68 9 855.432 Shares Vanguard Fixed Income Secs Fd Int -Trm Tr Adm Mutual Fund (As Quoted By Nasdaq) CUSIP: 922031828 10,068.43 100.0000 0.00 10,068.43 Total (Carry forward to main schedule) 65,019.01 REV-1511 EX+(10-06) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE H FUNERAL EXPENSES 8~ ADMINISTRATIVE COSTS ESTATE OF FILE NUMBER Abraham C. Troup 21 09 0565 Debts of decedent must be reported on Schedule 1. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES: ~ Myers-Horner Funeral Home, Inc - funeral service 683.00 Total from continuation schedules . B. ADMINISTRATIVE COSTS: 1. Personal Representative's Commissions Name of Personal Representative(s) Fulton Financial Advisors , NP. Street Address One Penn Square City Lancaster State PA Zip 17602 Year(s) Commission Paid: 2. Attorney Fees 3. Family Exemption: (If decedent's address is not the same as claimant's, attach explanation) Claimant Street Address 4. 5. 6. 7. 1 2 City State Zip _ Relationship of Claimant to Decedent Probate Fees Accountant's Fees Tax Retum Preparer's Fees Cumberland Law Journal - advertise estate The Setinel - advertise estate Total from continuation schedules . 221.92 5,000.00 5,000.00 75.00 113.20 20.30 TOTAL (Also enter on line 9, Recapitulation) I $ 11 ,113.42 ~weaer. ~ nnn (If more space is needed, insert additional sheets of the same size) Estate of: Abraham C. Troup Schedule H Part 1 (Page 2) Item No. Description 21 09 0565 Amount 2 West Shore Country Club - funeral meal 221.92 Total (Carry forward to main schedule) 221.92 Estate of: Abraham C. Troup Schedule H Part 7 (Page 2) 3 EVP Systems, Inc - asset valuation fee 4 Bonnie K Miller, Treasurer - Cumberland County, Lower Allen Township Per Capita Tax 21 09 0565 10.30 10.00 Total (Carry forward to main schedule) 20.30 2EV-1512 EX+(~2~) SCHEDULE Pennsylvania ~EPPRTMENrOF REVENUE DEBTS OF DECEDENT, IMERITANCETAXRETURN MORTGAGE LIABILITIES & LIENS RESioErrr DECEDENT ESTATE OF FILE NUMBER Abraham C. Troup 21 09 0565 Report debts incurred by the decedent prior to death that remained unpaid at the date of death, including unreimbursed medical expenses. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1- Compassionate Senior Care -personal caregiver services 1,156.50 2 Continuing Care Ex - medical expenses 3 PA Dept of Revenue - 2008 state income tax due 4 West Shore EMS-ALS - balance due NWdRAH ~ 000 624.54 540.00 889.36 S TOTAL (Also enter on Line 10, Re If more space is needed, insert additional sheets of the same size. 2EV-1513 EX+ (1 t-08) Pennsylvania DEPARTNENrOF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE J BENEFICIARIES ESTATE OF FILE NUMBER Abraham C. Trou 21 09 0565 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 Vansfers under Sec. 2116 (a) (1.2).] t, Abraham C Troup Trust Under Agreement FBO Tory Ann Fretz Life Estate: Trust 68,885.00 2 Tory Ann Fretz 54-160 Avenida Herrera La Quinta, CA 92253 General Bequests: 40,000.00 Niece 40,000.00 3 Abraham C Troup Trust Under Agreement FBO Tory Ann Fretz 25~ Remainder to James E Hinkle Nephew 40,106.47 4 Abraham C Troup Trust Under Agreement FBO Tory Ann Fretz 25~ Remainder to Samuel F Hinkle Nephew 40,106.47 ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 18 OF REV-1500 COVER SHEET, AS APPROPRIATE. I[ NON-TAXABLE DISTRIBUTIONS: A. SPOUSAL DISTRIBUTIONS UNDER SECTION 2113 FOR WHICH AN ELECTION TO TAX IS NOT TAKEN 1. B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS 1• See Attached 1 TOTAL OF PART 11 -ENTER TOTAL NON-TAXABLE DISTRIBIJfIONS ON LINE 13 OF REV-1500 COVER SHEET. I S 80 , 212.94 If more space is needed, insert additional sheets of the same size. 8W46AI 2.000 Estate of: Abraham C. Troup Schedule J Part 2B (Page 1) Item No. Description "L1 Uy 0565 Amount 1 Abraham C Troup Trust Under Agreement FBO Tory Ann Fretz 25~ Charitable Remainder to Princeton University 40,106.47 2 Abraham C Troup Trust Under Agreement FBO Tory Ann Fretz 25~ Charitable Remainder to Pine Street Presbyterian Church 40,106.41 REV-1514 Ex+ (4-09) Pennsylvania os>ex,lnear of Bureau d Individual Taxes PO B°oc 280601 Harrisburg PA 17128-06 0 1 SCHEDULE K LIFE ESTATE, ANNUITY 8~ TERM CERTAIN (CHECK BOX 4 ON REV-1500 COVER SHEET) ESTATE OF FILE NUMBER Abraham C Trour~ 21 09 0565 This schedule should be used for all single-life, joint or successive life estate and term-certain calculations. For dates of death prior to 5-1-89, actuarial factors for single-life calculations can be obtained from the Department of Revenue. Actuarial factors can be found in IRS Publication 1457, Actuarial Values, Alpha Volume for dates of death from 5-1-89 to 4-30-99, and in Aleph Volume for dates of death from 5-1-99 and thereafter. Inriicala halnw rhP tvnP of instrument that created the future interest below and attach a copy of it to the tax return. ^ Will ^ Intervivos Deed of Trust ^ Other NAME OF LIFE TENANT DATE OF BIRTH NEAREST AGE AT DATE OF DEATH TERM OF YEARS LIFE ESTATE IS PAYABLE Tory Ann Fretz 08/08/1942 67 X Life or Term of Years Life or Term of Years Life or Term of Years Life or Term of Years Life or Term of Years Value of fund from which life estate is payable ..... .... ............... ....... $ 229, 310.88 Actuarial factor per ap ro riate table 0.30040 Interest table rate - ^ 3.5% ^ 6% ^ 10% 0 Variable Rate 2.40000% Value of life estate (Line 1 multiplied by Line 2) ... .... .............. ....... $ 68 , 884.99 NAME OF LIFE ANNUITANT DATE OF BIRTH NEAREST AGE AT DATE OF DEATH TERM OF YEARS ANNUITY IS PAYABLE Life or Term of Years life or Term of Years Life or Term of Years ^ Life or ^ Term of Years 1. Value of fund from which annuity is payable ...... ... .. .................... $ 2. Check appropriate block below and enter corresponding number ............... .... . Frequency of payout -^ Weekly (52) Bi-weekly (26 Monthly (12) ^ Quarterly (4) ^Serni-annually (2) ^ Annually (1) Other ( ) 0 3. Amount of payout per period ....................................... $ 4. Aggregate annual payment, Line 2 multiplied by Line 3 ........................ . 5. Annuity Factor (see instructions) Interest table rate -^ 3 1 /2% ^ 6% ^ 10% ^ Variable Rate 0.00000 6. Adjustment Factor (See instructions.) .......... .................... .... . 7. Value of annuity - If using 3.5%, 6%, or 10%, or if variable rate and period u.uu 0.000 0.00 0.00 0.00000 0.00000 payout is at end of period, calculation is: Line 4 x Line 5 x Line 6 .................... $ 0.00 If using variable rate and period payout is at beginning of period, calculation is: (Line 4 x Line 5 x Line 6) + Line 3 ..................................... $ 0.00 NOTE: The values of the funds that create the above future interests must be reported as part of the estate assets on Schedules A through G of the tax return. The resulting life or annuity interest should be reported at the appropriate tax rate on Lines 13 and 15 through 18 of the return. If more space is needed, use additional sheets of the same size. BW48AJ 1.010 LAST WILL AND TESTAMENT OF ABRAHAM C. TROUP I, ABRAHAM C. TROUP, make this to be my Last Will and Testament, and I hereby revoke any previous Will. FIRST: I direct my Executor to pay all my last illness and funeral expenses as soon as convenient. SECOND: All the rest, residue and remainder of my estate, of whatsoever nature and wheresoever situate, including that over which I have a Power of Appointment, I give, devise and bequeath In Trust to FULTON FINANCIAL ADVISORS, the Trustee, under the Trust Agreement with me as Settlor dated '`' , 2002. I hereby waive the Power of Appointment in the Trust Agreement created by my spouse with Fulton FINANCIAL ADVISORS as Trustee dated `~ 2002. THIRD: I direct that all estate, inheritance and other taxes in the nature thereof, together with any interest and penalties thereon, becoming payable because of my death with respect to the property constituting my gross estate for death tax purposes, whether or not such property passes under this Will, be paid from the principal of Part "A" under the Trust of which I am Settlor described in paragraph SECOND above. No person receiving or having a beneficial interest in any suchproperty, whether under this Will or otherwise, shall at any time be required to contribute to or refund any part thereof; provided, however, that this direction shall not apply to the taxes on any property included in my estate solely because of a power of appointment thereover which I possess but have not exercised or on any qualified terminable interest or to any generation-skipping transfer taxes. FOURTH: My Executor is hereby authorized and empowered, in addition to such powers granted executors bylaw, all exercisable without court order: (a) to sell securities or other property, real or personal or both; (b) to borrow money from such persons as it may desire, including the power to borrow from itself as an individual or as a fiduciary under any Trust Agreement for any purpose necessary or desirable in connection with the payment of taxes or other matters incidental to the settlement or administration of my Estate, or for investment purposes, on either a secured or unsecured basis, at such rate of interest as my Executor may deem acceptable and to sign notes and to pledge the assets of my Estate as security therefor; this authority to borrow and pledge sh~all/no~t apply as to assets which are or might be, Page 1 of 4 ~ -~ ~ ~~~c ~' i ~,' except for such authorization, eligible for the marital deduction; (c) to make non-prorata distributions in kind or partly in kind or partly in cash; (d) to retain all or any part of my property, real or personal, constituting my Estate for such time as my Executor deems best or to invest or reinvest the Estate in any property, real or personal, of any kind or nature, including stocks, bonds, mortgages, other securities and common trust funds of the Corporate Executor, if any, without being limited or restricted to investments as now or may hereafter be prescribed for fiduciaries by law including the right to acquire, sell or retain stock in the Corporate Fiduciary. Executor may invest, reinvest, buy, sell or trade options, puts, calls, or any other type of financial instrument, the nature of which need not be contemplated or in existence at the time this Will is written.; without being restricted to "legal" investments (e) to file joint income tax returns and to consent to joint gift tax returns with my wife, her executors or administrators; (f) to compromise claims against or in favor of the Estate, with or without Court approval on such terms and conditions as Executor deems appropriate, in my Executor's sole discretion; (g) if the Estate includes any interest which I had in a business at the time of my death, whether the same is a sole proprietorship, apartnership, or a corporation in which I owned all or a substantial portion of the stock, to continue the business, until such time as my Executor deems advisable to sell, liquidate or distribute the same in kind. Executor shall have all rights and powers in connection with the business as I had when living, including by way of example and not limitation, the powers to operate or join in the operation thereof as a going concern, to form or re-form a general or limited partnership, to incorporate or re-incorporate and to liquidate or sell the same or any part thereof, all as it deems advisable for the best interests of the Estate and of the beneficiaries thereof; without any liability for loss resulting from the operation of said business except where such loss is the result of negligence or fraud on the part of the Executor; (h) to receive, for its services in connection with any such business, such additional compensation as may be commensurate therewith; (i) to claim, in my Executor's discretion, expenses of administration of my Estate as deductions for federal income tax purposes, when this will result in an overall reduction of income and death taxes for my Estate (no adjustments between income and principal or in the amount of the distributions to the trusts created by separate instrument shall be required as a result of such action); (j) in my Executor's sole discretion, to elect (or not) to treat as property passing to my wife and as eligible for the marital deduction under I.R.C. Section 2056(a) property which is "qualified terminable interest property" within the meaning of I.R.C. Section 2056(b)(7), in all regards except for such election; (k) in my Executor's sole discretion to allocate such exemptions as are available as to the generation skipping transfer tax to any property, to exclude any property from that allocation and to make all related allocations thereto. No Page 2 of 4 ~ <-- ~. Z/(/~ ~ beneficiary shall have any claim against my Executor for exercising such allocation powers as granted herein. (1) in my Executor's sole discretion to compromise taxes on future interests on such terms and conditions as Executor deems appropriate; (m) to maintain reasonable reserves for depreciation, depletion, amortization and obsolescence; (n) to disclaim any interest in any estate or trust in which I may have an interest. FIFTH: I nominate, constitute and appoint Fulton FINANCIAL ADVISORS, as Executor under this my Last Will and Testament. No bond shall be required in this or any other jurisdiction of my Executor. SIXTH: The compensation payable to my Executor shall be the compensation due, in accordance with the fee schedule of my Executor at the time such services are rendered, or if my Executor is an individual, such compensation shall be reasonable compensation. SEVENTH: I hereby authorize my Executor in addition to all powers granted by law, to make such election in connection with settlements under employee benefit plans in which I have an interest as my Executor deems most advantageous under all the circumstances. IN WITNESS WHEREOF, I, ABRAHAM C. TROUP, the Testator, to this my Last Will and Testament, printed on four (4) sheets of paper have set my hand and seal this ~ day of /~--C~L~"', , 2002. 2s .` ~ GL (SEAL) ABRAH C.TR Signed, sealed, published and declared by ABRAHAM C. TROUP, the said Testator, as and for his Last Will and Testament, in our presence, at his request and in the presence of each other have hereunto set our hands and seals as attesting witnesses. residing at residing at Page 3 of 4 COMMONWEALTH OF PENNSYLVANIA: SS: COUNTY OF DAUPHIN: We and ABRAHAM C. TROUP, the Testator/Testatrix, 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/Testatrix signed and executed the instrument as his/her last will, and that he/she had signed willingly and that he/she 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/Testatrix signed the Will as witness; and that to the best of his knowledge the Testator/Testatrix was at that time eighteen or older, of sound mind and under no constraint or undue influence. Testator/Testatrix witness witness Subscribed, Sworn to and acknowledged before me m to before me by, 2002. and by ~ M_ C~01.1~_ ,(Testator/Testatrix~aud Subscribed and the witnesses, this 1"'~ day of SEAL N to Public My Commission Expires: Notarial Seal Public Melissa S. Snyder, Notary Harrisburg, Dauphin Courtty My Commission Expires Feb. 24, 2003 Member, Pennsylvania Association of Notaries Page 4 of 4 TRUST AGREEl\!IENT `'~ `-=~ 2002, b and between TIiIS AGREr.NIF.NT is made this day of / ~ Y ABRAHAM C. TROUP, (hereinafter called "Settlor") and FULTON FINANCIAL ADVISORS, (hereinafter called "Trustee"). I. BALI{VItOiJND: Settlor has caused this Trust to be funded by the transfer and assignment of certain property to Trustee, and/or by naming Trustee as beneficiary of certain life insurance policies. The Settlor may also cause otherproperty to he deposited for the uses and purposes of this Trust. The property and/or insurance policies may be listed for convenience in detail in Schedule "A" attached to this Trust, and made a part hereof. The Trust is composed of two parts, an Administrative Part and a Dispositive Part. The Trust maybe amended. ADMINISTRATIVE PART II. AGIIEEMENT: Settlor creates this Tnzst on the following terms and conditions: ArticM I Addition of Property to Trust Settlor resE7ves the right to add to this Trust any policies of insurance issued on Settlor's life and any other property and/or securities whether such addition he made by the Settlor c.r any other person. The proceeds of any such policies of insurance ar any additional property and/or securities so acquired shall be Held on the same terms of trust as if originally a part of the 'T'rust. Article II Iieservation.of Rights (Insurance) Settlor reserves to Settlor, during Settlor's life, all payments, dividends, surrender value privileges and benefits of any kind which may accrue on account of any of the aforesaid policies of insurance, and the right at any time to assign, pledge or use the policies, or any of them, or to change the beneficiary thereof, or to borrow money thereon, without the consent, approval or joinder of the Trustee, or any beneficiary hereunder. The Trust shall be operative only as to the proceeds of such oaf the policies as in terms maybe due and payable to the Trustee at the time of the death of the Settlor or thereafter, after deduction of all charges against the policies by way of advances, loans, premiums or otherwise. Such proceeds shall be principal. The receipt of the Trustee for such proceeds shall release the insurance companies from liability on the policies. (Other Property) As to assets added to the Trust during the lifetime of the Settlor, and by the Settlor, the Settlor reserves to Settlor, during Settlor's life, the right to withdraw or direct payment of principal or income, and to direct Trustee to make such investments as Settlor desires, as well as the right to approve, in advance, any investments Trustee selects. Subject to these powers of Settlor, '1 rustee may pay principal or income for the support or welfare of Settlor. As to assets added to the Trust by a person or entity other than Settlor, T~vstee shall, during the lifetime of Settlor, in Trustee's sole discretion, pay so much of the income and/or principal as Trustee deems necessary, for the benefit of Settlor and/or the spouse of Settlor and for the support, maintenance, health, and safety of Settlor, or the spouse of Settlor. All accumulated or undistributed ir-come shall be added to principal hereunder. ArtidE III Principal and Income Disbursement Upon Settlor's death, the Trustee shall disburse the income and principal of the Trust Estate in the ntarute-• set forth itt detail in Schedule "B" attached hereto. Article IV Premiums on Policies Trustee is not obligated to pay any premiums or assessments on policies of insurance and shall be under no obligation in respect to the policies other than for the safe-keeping thereof, except to the extent otherwise expressly agreed to herein, if the policies are deposited herewith. Article V Amendment and Revocation Settlor may by a writing, delivered to the Trustee: (a) amend, modify or alter this Agreement, in whole or in part, provided that the duties, powers and liabilities of the Trustee shall not be changed without its written consent; (b) revoke this Agreement in whole or in part; provided, however, that the rights of Settlor under (a) and (b) shall not apply to any assets added to the Tn-st by a person other than Settlor. Article VI Litigation to Enforce Policies, Collect Claims The Trustee may institute any proceedings at law or in equity in order to enforce the payment of insurance policies or the collection of other property, and may do and perform any and all outer acts and things which may be necessary to do so. Trustee shall not, except at its option, enter into or maintain any litigation to enforce the payment of the policies, or collect such property until it shall have been indemnified to its satisfaction against all expenses and liabilities to which it may, in its judgment, be subjected by any such action on its part. The Tmstee is authorized to compromise and adjust claims arising out of the insurance policies or any of them or other property, upon such terms and conditions as it may deem just, and the decision of the Trustee shall be binding and conclusive upon all persons and corporations interested therein, all without necessity for court approval. Article VII Powers of Trustee At least quarterly Settlor's trustee shall send the beneficiaries who receive income currently or their legal representatives statements showing the transactions in their h•itsts. No accounting shall be required routinely by a court, but trustee and any beneticia~y shall be entitled at any time to seek a judicial settlement of a trust account in any court of competent jurisdiction selected by trustee. Also: Out of Court Settlement: trustee may at any time settle any account or question concerning the administration of a trust by agreement with all the then legally competent beneficiaries who are eligible to receive income and - if there are any -either (1) with all t}teir then legally competent living descendants or (2) with all the legally competent persons whom tntstee determines would be entitled to receive a share of the principal if all the beneficiaries who are eligible to receive income had died immediately prior to the date of the agreement (disregarding powers of appointment). However, a.. If tntstee determines that there is no legally competent person to make an agreement, then the agreement may be made by the legal representative, legally competent spouse or oldest legally competent relative of the closest degree of each person specified above; and b. If an addition is made by will or from another trust, trustee may accept the statement of the fiduciary that the property delivered to trustee constihttes all the property to which trustee is entitled. trustee shall have no duty to require the fiduciary to state an accounting of his, her or its administration or to inquire into any action of the fiduciary, and only shall be responsible for the property which tntstee receives. 2. Effect: Any settlement under the above paragraph shall bind all persons wlto may ever be interested in the trust, and shall effectively release and discharge trustee. 3. Powers. Except as otherwise specifically provided herein, and in addition to the powers granted Trustee by law, (all of which shall be exercised by 'fnrstee without posting bond or furnishing sureties in this or any other jurisdiction, and without court order or approval), the Tnrstee shall hold and manage the fund, when so collected, together with such other property as may be acquired, during the existence of this Tnust, all of which property will hereinafter be refereed to as the "Trust Estate", or "Trust" being any trust or tnrsts created herein or in Schedule "B" hereof, upon the following terms and conditions and with the following powers and authorities: A. RETAIN ASSETS: To retain all or any part of the mist in the form in which it was acquired as long as it deems advisable; B. DISPOSE OF PROPERTY: To sell, exchange, partition, lease, option, or otherwise dispose of any property or part thereof, real or personal, wliicli may at any time form part of this Trust Estate at public or private sale for such purposes and upon such terms, including sales on credit with or without security, in such manner and at such prices as it may determine, including the right to lease real Estate for periods in excess of five years and for a temp expiring after the termination of any trust, and including the right to deal in real Estate venhires as a general or limited partner. In the event of a sale, exchange, partition, lease or option of any of.the property of this Trust Estate, there shall be no liability on the part of the pcrrchaser or purchasers to see to the application of the purchase money, but the same shall be held and disposed of by such purchaser or purchasers free and clear of any of the provisions of any trust created hereby; C. AUTHORI7.ED INVESTMENTS: To investor reinvest the Tnust Estate in any property, real orpersonal, of any kind or nature, including stocks, bonds, mortgages, other securities and common trust funds of, or mutual fiords owned or managed or advised by the Corporate Trustee, and reasonable compensation may be paid therefor, if any, without being limited or restricted to investments as now or may hereafter be prescribed for trustees by law including the right to acquire, sell or retain stock in the Corporate Trustee. Trustee may invest, reinvest, buy, sell or trade options, puts, calls, or any other type of financial instnrment, the nature of which need not be contemplated or inexistence at the time this trust is created. D. REGISTER SECURITIES: To register securities in its name as Tnustee or in the name of any nominee or in the name of a broker, or to take and keep the same unregistered and retain them or any part thereof in such condition that they will pass by delivery without disclosing the fact that the property is held in a fiduciary capacity; E. LOANS; ADVANCES: To make any loans, or advances either secured or unsecured in such amounts, upon such terms, at such rates of interest and to such persons, firms, corporations or the executor or administrator of Settlor's Estate or the Estate of Settlor's Wife or otherwise to facilitate such Estate administration without interest and without reimbursement for the purpose of the payment of taxes, debts and administration expenses; provided, however, ttrat any benefits from a, qualified employee benefit plan received by the Trustee shall not be used for the payment of such taxes, debts or expenses, if not includible in Settlor's gross Estate for federal Estate tax purposes nor funds otherwise eligible for the Marital Deduction; I'. RETENTION IN CASH: To retain for reasonable periods the principal or corpus, or any part thereof of this Trust Estate in the form of cash; G. BORROW MONEY: To borrow money for any purpose on any terns in connection with the administration of or investment in assets of this Tnust Estate; execute promissory notes or other obligations for the amounts so borrowed and secure the payment of any amounts so borrowed by mortgage or pledge of any real or personal property which may at any time form a part of this Tnust Estate; H. VOTE SECtRITIES: To vote any securities upon any proposition or election at any meeting and to grant proxies, discretionary or otherwise; to join in or become a part of any reorganization, readjustment, merger, voting must, consolidation or exchange and to deposit any such securities with any committee, depository, tn~stee or otherwise anti to pay out of this Trust Estate any fees, expenses and assessments, incurred in connection therewith and to charge the same to principal or income as Trustee may see fit; to exercise conversion, subscription or other rights, or to sell or abandon such rights and to receive and hold any new se<urities issued as a result of such reorganization, readjustment, merger, voting trust, consolidation, exchange or exercise of subscription, conversion or other rights; and generally take all action in respect to any such securities as Trustee might or could do as absolute ovmer thereof; to vote any stock in tine corporate trustee; I. ALLOCATE RECEIPTS, EXPENSES: In Tnistee's discretion, to allocate to either principal or income or between them any and all taxes (especially capital gains taxes) or receipts or expenses which Tnistee may be required to pay on behalf of this Tnist Estate, but in no event shall the income of any marital deduction trust created herein be reduced by the exercise of this power. J. DISTRTT3UTE CASH OR KIND, NON-PRORATA: To divide or distribute, whenever it is required or permitted, this Tnist Lstate and to make such division or distribution in kind or in money or partly in kind and partly in money, and the judgment of the Tnistee as to the value of the different items shall be conclusive and final upon the beneficiaries; to make non-prorata distributions of assets in kind; K. CONSOLIDATED FUND: To hold and administer the trusts created hereby in one or more consolidated funds in whole or in part in which the separate trusts or funds shall have an undivided interest; L. CQMPROMISE CLAIMS: To compromise claims, on such terms and conditions as Tnistee, in Trustee's sole and exclusive. discretion, deems appropriate without obtaining court approval thereof. M. ENGAGE EXPERTS: To engage attorneys, investment counsel, accountants, agent and such other persons as it may deem advisable in tiie administration of this Trust Estate and to make such payment therefor as it may deem reasonable and to charge the expenses thereof to income or principal as it may determine and to delegate to such persons any discretion which it may deem proper. The Tnistee shall not be liable far any negligence, omission or wrongdoing of such counsel or agent, providing reasonable care was exercised in their selection; N. PRINCIPAL TO MINOR.: If the principal of any trust is payable to a person or persons under the age of twenty-one (21) years, the Trustee shall continue the term of the trust as to the person or persons under the age of twenty-one (21) years, until he, she or they attain twenty-one (21) years of age, meanwhile paying over to the person cinder the age oftwenty-one (21) years, or for their use and benefit, the propartionate share of the net income of the trust; O. PROI-iTI3ITION AGAINST SALE: No title in any Trust Estate, or in the income accruing therefrom, or in its accumulation shall vest in any beneficiary, and na beneficiary shall have the. right or power to transfer, assign, anticipate, or encumber his or her interest in the Trust Estate, or in the income therefrom, prior to the actual distribution thereof by the Tnistee to the beneficiary. Further neither the income nor the principal of any Trust Estate shall be liable in any manner, in the possession of the Tn~stee for the debts, contracts, or engagements of any beneficiary. P. FACILITY OP PAYMENT: Should the principal or income or both of this or any Trust be payable to any person as to whom the Tnrstee has achial knowledge of a court adjudication of incompetency, or incapacity, or who the Trustee determines, in the discretion ofTnistee, is unable to act effectively on his or her own behalf in financial matters, then Trustee shall have the right to use such principal or income to pay to such beneficiary, or for the benefit of such beneficiary, but nothing herein shall be deemed to impair the duty of Trustee to pay income to Settlor's Wife under any trust herein qualifying for the marital deduction (if created herein), unless Settlor's W ife is declared legally incompetent. Q. VESTING: No trust created herein, or by exercise. of a power of appointment hereunder, shall continue for more than twenty-one (21) years after the death of the last to die of Settlar and the beneficiaries in being at the date of Settlor's death.. Any property still held in trust at the expiration of that period shall immediately vest in and be distributed to the person or persons then entitled to receive or have the benefit of the income therefrom in the proportions in which they are entitled thereto, or if their interests are indefinite, then in equal shares, per stirpes. R. TERIvfINATION: If at any time during the term of this Trust, Trustee detennittes, in its sole discretion, that the corpus of the Trust leas become too small to be practical, or uneconomical to contint.te, then Trustee may distribute the corpus of the Trust Estate to the then income beneficiary or beneficiaries in accordance with the portions of income to which each beneficiary is entitled, or if such portions are not specifically set forth herein, then in such amounts as it deems appropriate. S. ADOPTED CHILDREN INCLUDED: The words "child, children or issue or descendants" as used in this Trust, shall include adopted children and adopted grandchildren, and children or grandchildren born or adopted after the date of this Trust, unless expressly stated to the contrary. T. BUSINESS AUTHORITY: If the Tnrst Estate includes any interest which the Settlor lead in a business at the time of Settlor's death, whether the same is a sole proprietorship, apartnership or a corporation in which Settlor owned all or a substantial portion of the stock, the Trustee is authorized to continue t}te business, without order of court, until such time as it deems it advisable to sell, liquidate or distribute the same in kind. Trustee shall have all rights and powers in connection with the business as the Settlor had when living, including by way of example and not limitation, the powers to operate or join in the operation thereof as a going concern, to form or re-form a general or limited partnership, to incorporate or re-incorporate and to liquidate or sell the same or any part thereof, all as it deems advisable for the best interests of the Trust Estate and of the beneficiaries thereof, without any liability for loss resulting from the operation of the business except where such loss is the result of gross negligence or fraud on the part of the Trustee. The Trustee shall be entitled to receive for its services in connection with the business, such additional compensation as may be commensurate therewith. U. DISCRETIONARY POWER: In exercising discretionary powers granted to Tntstee under this Trust, Tntstee may give due regard to the assets and income of the beneficiary, other than assets and benefits under any tntst created hereunder. V. POWERS THROUGT•I FINAL DISTRIBUTION: All powers and authorities granted to Tntstee hereunder shall be fully exercisable by 'trustee through and including final distribution of assets hereunder, even though the Trust may have terminated earlier. W. ALLOCATION OF ASSETS: Trustee may allocate assets among the beneficiaries (including any trust hereunder) without regard to the income tax basis of any such assets. X. PROTECTION OF MARITAL DEDUCTION: Notwithstanding anything to the contrary herein or in Schedule "B" hereof, no power, authority or discretion given to Tn~stee hereunder or in Schedule "B" hereof shall be constnued in any manner which shall result in a disallowance of the marital deduction for any marital trust created for the benefit of Settlor's Wife, otherwise eligible for the marital deduction, if created hereunder, and any such power or authority which is construed to have such effect is void, hereby revoked, and to no effect, as if not set forth herein, in Trustee's discretion. Y. EMPLOYEE BENEFIT ELECTJON: Trustee, in addition to all powers granted by law, is hereby authorized to make such election in connection with settlements under employee benefit plans in which Settlor has an interest as Trustee deems most advantageous under all the circumstances. Z. EDUCATION DEFINED: The word "education" as use in this Tntst shall mean and include, but not be limited to primary, secondary, collegiate and/or post-graduate education in private or parochial school, college, trade school or graduate school. It is Settlor's intention in granting Tntstee the power to expend funds for "education" that the word "education" be interpreted broadly by Trustee. AA. OCCUPANCY OF RESIDENCE: To pernut any beneficiary or beneficiaries to occupy rent free any residence constituting a part of the assets of a tntst for such beneficiary or beneficiaries and to pay the real Estate taxes thereon, expenses of maintaining the residence in suitable repair and condition and hazard insurance premiums on the residence; provided, however, the Tnistee shall not exercise this power in any way which would deprive Settlor's Wife of the beneficial enjoyment of Part "B" and such Wife shall have the right to limit, restrict or terminate the Trustee's exercise of this power if it interferes with such beneficial enjoyment. BB. LIMITATION ON TRUSTEE PO WER: No person at any time acting as a Trustee hereunder shall have any power or obligation to participate in any discretionary authority Settlor has given to Trnstee ro pay the income or principal to such person or for leis or her benefit or in relief of his or leer legal obligations. Further, no Tn~stee who is a beneficiary of one of the tntsts, or who is legally obligated to support a beneficiary, shall ever participate in (i) the exercise of, or decision not to exercise, any discretion to pay income or principal to, or to apply income or principal for the benefit of, any beneficiary (including discretion to allocate funds among a group of beneficiaries and discretion to accumulate income), (ii) the determination whether a beneficiary is disabled, (iii) the decision to end any mtst, (iv) the exercise of discretion to allocate receipts or expenses between principal and income, (v) decisions to exercise tax options, (vi) a decision to make payments to aid in the settlement of Settlor's Estate, (vii) the selection of a custodian for a minor's property, (viii) the selection of the property to be allocated to the marital deduction trust, (ix) the decision to combine or clivicle tn~sts, or (x) tl~e amendment of the tn~st by a Trustee hereunder. CC. CONSULTATION WITH OTHERS: Trustee is directed to consult with Settlor's Wife in connection with any investment of the Trust. DD. GENERA.TiON SKIPPING: In Settlor's Trustee's sole discretion to allocate such exemptions as are available as to the generation skipping transfer tax to any property, to exclude any property from that allocation and to make all related allocations thereto. No beneficiary shall have any claim against Settlor's Trustee for exercising or not exercising such allocatior~ powers as granted herein. Further, Trustee is authorized to divide any mist created hereunder into two separate mists so that the inclusion ratio for generation skip}~ing transfer tax purposes shall be either zero or one for each such separate trust. Any such separate trust shall have the identical provisions as the original trust. If trusts are created, the Trustee may, at any time prior to a.combination of such trusts: (1) make different tax elections (including the allocation of Settlor's available generation-skipping tax exemption from the federal generation-skipping transfer tax) with respect to each separate trust; (2) expend principal and exercise any other discretionary powers with respect to such separate trusts differently; (3) invest such separate trusts differently; and (4) take all other actions consistent with such trusts being separate entities. Further, the donee of any power of appointment with respect to any mist so divided may exercise such power differently with respect to the separate trusts created by the division. Settlor exonerates Trustee from any liability arising from any exercise or failure to exercise these powers, provided the actions (or inactions) of Tntstee are taken in good faith. If Trustee exercises the special election provided by Section 2652(a)(3) of the Internal Revenue Code, as amended, as to this Tntst, Settlor authorizes Trustee in its sole discretion at any time prior to the funding of the trust by an instrument filed with the h~ust records to divide the trust property into two fractional share trusts, one based upon Settlor's generation skipping transfer exemption allocated to the trust and the second being the balance of the tn~st property. If a mist hereunder would be partially exempt from generation-skipping tax by reason of an allocation of generation-skipping tax exemption to it, before the allocation the Tnistee, in its discretion, may divide the trust into two separate trusts of equal or unequal value, to permit allocation of the exemption solely to one mist which will be entirely exempt from generation-skipping tax. In addition, if a mist hereunder is entirely exempt or entirely non-exempt from generation-skipping tax and adding property to the tn~st would partially subject it togeneration-skipping tax, the Trustee, in its discretion, may hold that property as a separate trust in lieu of making the addition. Except as otherwise provided in this instniment, the trusts created herein shall have the same terms and conditions, but the Trustee shall not make discretionary distributions from the income or principal of the exempt trust to beneficiaries wlio are non-skip persons so long as any readily marketable assets remain in mist other than the exempt trust. Upon division or distribution of an exempt mist and anon-exempt or partially exempt trust held hereunder, the Trustee, in its discretion, may allocate property fi•om the exempt trust first to a share from which ageneration- skipping transfer is more likely to occur. EE. RESERVES: To maintain reasonable reserves for depreciation, depletion, amortization and obsolescence. FF. TRUSTEE'S POWER TO AMEND: Trustee-if and only if it is a corporate Tnistee- shall have the power in its sole discretion, by an instnument filed with the trust records to amend the dispositive or administrative provisions of this indenture (including the provisions relating to the trustee); provided that only descendants of the grantor (or their estates) or charitable organizations described in Sections 2055(a) and 2522(a) of the Internal Revenue Code, as amended, shall be beneficiaries and the grantor shall not be given any right or power with respect to the tnist property. Further, Tnistee shall not exercise this power in such a way that a tnist otherwise eligible for the marital deduction, or otherwise eligible as a qualified domestic trust does not qualify as such. GG. REAL ESTATF, CONTRIBUTED BY SETTLOR-It is Settlor's intention that the contribution of real estate hereto by Settlor shall be free from real estate transfer taxes, either as a Living Tn~st, or as an Ordinary Tn~st (see Section 1101-C). Accordingly, no real estate forming a part of the Trust Estate which has been contributed hereto by Settlor, or proceeds or income or other benefit from such real estate contributed by Settlor shall be distributed or eligible to be distributed to a beneficiary to whom the distribution would have generated a Real Estate Transfer Tax being payable if conveyed by Settlor directly to that person. Further, any real estate contributed by Settlor to the Trust Estate, or proceeds or income or other benefit from such real estate contributed by Settlor shall be distributed, during Settlor's life, solely for the benefit of Settlor. Article VIII Applicable Law This Tnist has been accepted in the State of Pennsylvania and shall in all respects be governed by the laws of that State. Further the sihis of this Trust shall be in the State of Pennsylvania, county of Settlor's residence, or county where the Trust has been executed. Article IX Receipt of Policies Settlor, by joining in the execution ofthis instrument acknowledges (unless otherwise specified in writing) that Settlor has retained custody and possession of the insurance policies, if any, described on Schedule "A" attached hereto and made a part hereof. Article X Trustee's Compensation The compensation payable to Tnistee shall be the compensation due, in accordance with the fee schedule of Trustee, at the time Trustee renders services hereunder, but if Trustee leas no such fee schedule, then such compensation shall be reasonable. Article XI Resignation of Tri-stee Trustee may resign by giving written notice thereof to the Settlor, if living, or if Settlor is not living then to Settlor's Wife, or if Settlor's Wife is not living, by notice to Settlor's children, even if those children be minors, specifying a date, not less than thirty (30) days from the date of the notice, on wllicli Tn-stee shall be deemed to have resigned. Upon such date, Tn~stee shall be deemed to have resigned, and upon delivery of the assets of the Tnist to the Successor Tn-stee appointed as described below, shall be free of any fi~rther duty to Settlor or the beneficiaries or the Successor Tnistee hereunder, except for past acts or conduct of Tnistee. A Successor Tnistee, shall be appointed as follows: lum~ry If. 200]C:Ufy flla\WP Clirn~ N~Z~Troup A Ciroup Irus~.wyd 1. By Settlor, if then alive. 2. If Settlor is not then alive, then Settlor's Wife shall select the Successor Tnistee. 3. If neither Settlor nor Settlor's Wife are alive, then sttch selection shall be made by majority vote of the income beneficiary or beneficiaries of the trust, who are twenty-one (21) years of age or older. 4. If Settlor and Settlor's Wife are not living, and there are no income beneficiaries of the age of twenty-one (21) years or older, or if the appropriate person above fails so to select a Successor Trustee, within ten days after notice of resignation is given, then and in such events the Orphans' Court Division of the Court of Cotrunon Pleas of the County Jmoary It, SOOyC:Ufy filalWP Clia~i N-D.troop A Clroup vust.wpd in which this Tntst-has its sites shall select a Successor Tntstee having the qualifications listed above. Any Successor Trustee so selected shall serve on the same terms and conditions, and with the same powers and duties as if ori.g.inally appointed. Article XII Removal of Trustee Settlor's Wife shall have the right, by written notice to Tntstee, to remove the Tntstee. If Settlor's •~Vife so removes the Tntstee, then Settlor's oldest named beneficiary shall have the authority to name a successor trustee to serve on the same terms and conditions as set forth herein. Any such successor trustee shall be a corporation or national bank authorized to exercise tntst powers in the Commonwealth of Pennsylvania. IN ~VITNESS WHEREOF, the Setttor, ABRAHAM C. TROOP, and Trustee, FULTON FINANCIAL ADVISORS, have signed this Tntst the day and year first above written. ABRAHAM C. TR P Signed, sealed and delivered in the presence of: ATTFSi: .art.--- 'atPc,.ate Sera) CO1viMONWEALTH OF PENNSYLVANIA: SS'. COUNTY OF ~LIPIt1(~: FULT N,~INANCIAL AD~JI'S S ~--, !F f 6 '' BY. ~'r; ~ ' ~ ~ . _-ate i/vt-~'"Yt ,- ~, rJn the ~ day of 2002, before me, the subscriber, a Notary Public in and for the Commonwealth and County, same the shove-named Af3RAH M C. TROOP, satisfactorily proven to me to be the person whose name is subscribed to the within insttv~npnt, and acknowledged the above Agreement to be his act and deed, and desired the same might be recorded as such. bVl"~ NESS my hand and Notarial Seal COMMONWEALTI~1 OF PENNSYLVANIA: SS: COUNTY OF ~;,~:.ti[~,~~ Notarial Seal Notary Public Melissa S. Snyder, Notary Public My Commission Expires: Harrisburg, Dauphin Courtly My Commission Expires Feb. 24, 2003 Member, Pennsylvania Association of Notaries On the ~~~ day of k ~ h.~~ ~;,,t-1,~_,2002, the subscriber, a Notary Public in and for he Commonwealth and County, personally appeared. :5 , ;~rrr. L_ l~r~.m~r~~~rl ,who acknowledged himself to be the ~• ~ ' >' _ of FULTON FINANCIAL ADVISORS, and that he as such officer being authorized to do so, executed the foregoing instrume t for the purpose therein contained by signing the name of the corporation by himself as such officer. IN WITNESS WHEREOF, I have hereuntoo s~y hand and official seal. - ~ ~_ Notary Public Notana! Seal Patti J. Johrts,,.Notary Public My Commission Expires: City of Hams Dauphin County My Commission spires Feb. 9, 2004 10 .... _ . .,,,, .~„u ~.~~ SCHEDULE"A" LIST OF THE LIFE INSURANCE POLICIES AND/OR PROPERTY DEPOSITED WITH FULTON FINANCIAL ADVISORS UNDER REVOCABLE TRUST AGREEMENT WITH ABRAHAM C. TRUUP $1.00, TOGETHER WITH ALL TANGIBLE AND INTANGIBLE PERSONAL PROPERTY OF ANY T:IND OR NATURE WHATSOEVER, NOW OWNED OR HEREAFTER ACQUIRED. I1 DISPOSITIVE PART SCHEDULE "B" PLAN OF DISTRIBUTION OF TRUST ESTATE OF ABRAHAM C. TROUP ER AGREEMENT DATED '~ ,2002 Settlor gives all of Settlor's tangible personal property to his Wife, if she survives him; but if not, then the Grandfather's clock shall pass to James E. Hinkle, and the rest of such property shall pass in accordance with a memorandum lodged with this trust, or, if none, and as to the rest, such property shall be divided between James E. Hinkle and Samuel F. Hinkle, Jr., as they shall decide but any dispute shall be resolved by Trustee. Trustee shall divide the Trust Estate (including but not limited to any and all property received by Trustee prior to Settlor's death, under Settlor's Last Will and Testament, proceeds of life insurance, and all other property forming a corpus hereof, before the payment of inheritance, Estate or succession taxes, whether such taxes are paid from this trust or any other source), into two (2) parts, the first "Family" or "Credit Shelter", Part "A" and the second "Marital", Part "B", in the following manner, and each to be held on the following terms and conditions: PART "A" A. Amount; Composition: Part "A," the "Family" or "Credit Shelter" part, shall be assets having a value, determined at the date of Settlor's death, in the amount of $400,000. TERMS OF DISTRIBUTION Part "A" shall be held by Settlor's Trustee, on the terms and conditions as follows: 1. Trustee may, in Trustee's uncontrolled discretion, if a corporate Trustee, or, if an individual Trustee, shall pay or advance to Settlor's executor, or person or entity acting as the representative of Settlor's Estate, even if a trustee, administration expenses and Estate and inheritance taxes (including the supplemental Estate tax on certain qualified plan benefits, but not including any generation skipping transfer tax imposed on a direct skip), and other expenses to facilitate the administration of Settlor's Estate, with respect to property or interests subject to taxation by reason of Settlor's death, and whether passing under Settlor's will, or otherwise, without apportionment, and without reimbursement-from the principal hereof. During Wife's Lifetime 2. Trustee shall pay the income and may pay such portion of the principal of this Trust as Trustee decides from time to time for the support of Settlor's Wife and to maintain the standard of living to which Settlor's Wife has become accustomed and for her maintenance, health and nursing care. 3. If Settlor's Wife is living on the last day of a calendar year, Settlor's Wife shall have the right, at any time on that day, to withdraw the greater of Five Thousand Dollars ($5,000.00) or five per cent (5%) of the then aggregate value of principal of the Trust, by written notice to the Trustee, and the Trust shall terminate as to such amount withdrawn. This right shall be exercisable annually, and is not cumulative. Upon and After Wife's Death 4. Upon the death of Settlor's Wife, or if Settlor's Wife does not survive Settlor, then Trustee shall pay the -_~~ c~, sum of $40,000. to Tory Ann Fretz, absolutely and free of trust, and the sum of $ % L7 t,~0, to Wilson College, of C ~'~,~,,~"c. Chambersburg, Pa., and any remaining principal and accumulated income of the Trust Estate shall be held and a . _ distributed on the terms and conditions as follows: ~ C--' A. Trustee shall pay the entire net income to or for the benefit of TORY ANN FRETZ, and may use and expend for her benefit all or any portion of the principal of the trust as trustee deems appropriate from time to time for her support, maintenance, comfort, housing, travel or education; B. On the death of TORY ANN FRETZ, or if she does not survive Settlor and Settlor's spouse, then the c.~,..,,.., i im~n~u„ ai..~wv Clime N-Z~Trauo A CVrouv wst2.wpd 12 trust shall ternunate, and the remaining principal and income, if any, shall be paid and distributed, absolutely and free of mist, to the following,: 1. 25% to Princeton University; Princeton, New Jersey; 2. 25% to Pine Street Presbyterian Church, of Harrisburg, PA; 3. 25% to Samuel F. Hinkle, Jr., or, if not then living, to his issue, and; 4. 25% James E. Hinkle, or, if not then living, to his issue. PART "B" B. Amount; Composition: Part "B," shall be the remainder of the Trust Estate, if any. Part B or Trust B shall be held and administered on the following terms and conditions: 1. Trustee shall pay the income and may pay such portion of the principal of this Trust as Trustee decides from time to time for the support of Settlor's Wife and to maintain the standard of living to which Settlor's Wife has become accustomed and for her maintenance, health and musing care. 2. If Settlor'§ spouse is not so living on the day of Settlor's death, or upon leer subsequent death, Trustee shall divide and distribute the rest, residue and remainder of the Tn~st Estate, after payment of any required expenses or taxes, in accordance with the`terms and conditions set forth in Part A , A 4, of this Schedule B. C. Trustee shall pay any increase in federal Estate or inheritance taxes or administration expenses in the Estate of Settlor's Wife caused by the inclusion of this Marital Trust or Part "B" for tax purposes in the Estate of Settlor's Wife, from principal of Part "B". Trustee may rely upon a written statement from the executor of Settlor's Wife as to the amount of such tax or expense. D. Settlor's Wife shall have the right to compel Trustee to invest in income-producing property, as to investments in Part "B". E. In the event Settlor's Wife and Settlor should die under circumstances which render the order of their deaths uncertain, for the purposes of this Tn~st it shall be conclusively presumed that Settlor's Wife survived Settlor. In such event, however, or in the event that Settlor's Wife shall die within six (6) months of the date of Settlor's death, (in lieu of the amount above specified), Part "B" shall consist of that amount (but no more) of the principal held Hereunder (without deduction for Estate or inheritance taxes) which must be added to the value of all other property for which the marital deduction is allowed, in order to give Settlor's Estate a marital deduction which would result in the lowest total of federal Estate tax on Settlor's Estate and Settlor's Wife's Estate. Such amount shall be determined on the assumption that Settlor's W fife died after Settlor on the date of Settlor's death and that Settlor's W fife's Estate was valued as of the date upon (and in the manner in) which Settlor's Estate is valued for federal Estate tax purposes. _... 2~ ~. ABRAHAM C. T OUP , Z/L/~ Y January 18, 2002 i,~~~,.Y fie. toozrnni, ma~wv cic~~~ N.z~r~o~p ~ Ctiroup „~s~ wy~+ 13 f}/~ # y/i55/oi ~ TABLE OF CONTENTS TO TRUST AGREEMENT DATED ~ ,2002 BETWEEN ABRAHAM. C. TROUP, AS SETTLOR AND FULTON F]NANCIAL ADVISORS, AS TRUSTEE ADN[INISTRA'I`IV 1 PART ................................................. . ................................... Article I Addition of Property to Trust • • • • • ' ' ' ' ' ' ' ' ' ' ' Article II Reservation of Rigbts ......................................................... . Article III I'rincil~al anal Income Disbursement ........................................... . Article IV Premiums on Policies ........................................................ . Article V Amendment and Revocation ................................................... . Article VI Litigation to Enforee Policies, Collect Claims .................................... . Article VII Powers of 7'rustee .......................................................... . A. Retain Assets ......................................................................... p p Y ................................. B. Dis ose of Pro ert ••••............' .................. C. Authorized Tnvestments ................................................................. D. Register Securities .................................................................... E. Loans;Advances ...................................................................... F. Itetentionin Cash ..................................................................... .................................................................. G. '1.3orrow Money • • Ii. Vote Securities ....................................................................... I. Allocate Receipts,Expenses .............................................................. J. Distribute Caste or Kind, Non-prorata ..................................................... . ...................................... K. ConsolidatcdFund •""""""""""""""' ...................................... L. Compromise Claims •••••"""""""""""" ~~. Engage Experts ....................................................................... N. Principal to Minor ..................................................................... O. Prohibition Against Sale ................................................................ P. Facility of Payment .................................................................... Q. Vesting .............................................................. R. `fermination .......................................................................... S. Adopted Children[ncluded .............................................................. T. F3usiness Authority .................................................................... U. Discretionary Power ................................................................... V. Powers Through Final Distribution ...................................................... . \~~. Allocation of Assets ................................................................... X. Protection of Marital Deduction ......................................................... . Y. Employeel3enefitElection .............................................................. ~: Education Defined ..................................................................... AA. Occupancy of Residence .............................................................. ........................................... 1313. Limitation on Trustee Power ........ • • • • • ' ' ' 'C(:. Consultation With Others ............................................................. . .................................. fif). Generation Skipping ......... • • • • • • • • • • • • • • ' ' ' ' ' ' ' ' EE. Reserves ................................... ........................................ FF. Trustee's Power to Amenil .............................................................. GCJ. Real Estate contributed to Trust ...................................................................................................... Article i'III Applicable I.aw ............................................................ . Article IX'Receipt of 1'olicies ........................................................... . ArticleXTrustee'sCompensation ••••••••••••••••••••••••••••••••""""' Article XI Resignation of Trustee ........................................................ . Article X['1 Removal of 'I'rustee ......................................................... . SCHF.DUI.F." A".... .......................................................................... LIST OF THE LIFE INSURANCE POLICI I?S ..................................................... . SCHF,DULF."bI" ............................................................................. PLAN OP DISTRTI3UTION OF TRUST ES'T'ATE ............................................ . AMENDMENT TO TRUST created by ABRAHAM C. TROUP, with TRUSTEE Dated February 6, 2002 Dated: , 2006 FULTON FINANCIAL ADVISORS Re: Trust Agreement dated February 6, 2002 between ABRAHAM C. TROUP as Settlor and FULTON FINANCIAL ADVISORS as Trustee, Gentlemen: Pursuant to the rights reserved to SETTLOR under Article V(a) of this Trust, ABRAHAM C. TROUP wishes to and does hereby amend this Trust as set forth in this AMENDMENT TO TRUST. In all respects, other than those specifically- set forth below, the terms and conditions of the above Trust are ratified and confirmed, in their entirety. Schedule "B", "Plan of Distribution of Trust Estate of ABRAHAM C. TROUP Under Agreement dated February 6, 2002" is deleted in its entirety and the attached Schedule "B" is substituted in its place. ,, Very truly yours, r- un~' ` ABRAHAM C. TRO~~ ACC TED this ~ day of ~ / ~~ , 2006. ~ T FINANCIAL ISORS ,,l . ' r G~~hU~-- ~/YL (Vice) President COMMONWEALTH OF PENNSYLVANIA: SS: COUNTY OF DAUP [N: On the day of 2006, before me, the subscriber, a Notary Public in and for said Commonwealth and ounty, came the above-t ed ABRAHAM C. TROUP, satisfactorily proven to me to be the person whose name is subscribed to the within instrument and ac ledged the above ins ut~ent to be her/his act and deed, and desired the same might be recorded as such. '/ COMMO~taC @ffANd~1t1.1a40~da1 Seal. / Notarial Seal Suzanne J. Archibald, Notary Public Public `~ City Of Harrisburg, Dauphin County My Commission Expires Apr. 30, 2010 My Cotrunission E ire Member, Pennsylvania Association of Notaries C:~MI' F[I.ES~WP Client A-Z~Troup A C~amend 06 abe.wpd SCHEDULE "B" PLAN OF DISTRIBUTION OF TRUST ESTATE OF ABRAHAM C. TROUP UNDER AGREEMENT DATED FEBRUARY 6, 2002 Settlor gives all of Settlor's tangible personal property to his Wife, if she survives him; but if not, then the Grandfather's clock shall pass to James E. Hinkle, and the rest of such property shall pass in accordance with a memorandum lodged with this trust, or, if none, and as to the rest, such property shall be divided between James E. Hinkle and Samuel F. Hinkle, Jr., as they shall decide but any dispute shall be resolved by Trustee. Trustee shall distribute the Trust Estate (including but not limited to any and all property received by Trustee prior to Settlor's death, under Settlor's Last Will and Testament, proceeds of life insurance, and all other property forming a corpus hereof), in the following manner, and on the following terms and conditions: 1. Trustee may, in Trustee's uncontrolled discretion pay or advance to Settlor's executor, or person or entity acting as the representative of Settlor's Estate, even if a trustee, administration expenses and Estate and inheritance taxes, and other expenses to facilitate the administration of Settlor's Estate, with respect to property or interests subject to taxation by reason of Settlor's death, and whether passing under Settlor's will, or otherwise, without apportionment, and without reimbursement from the principal hereof. During Wife's Lifetime 2. Trustee shall pay the income and may pay such portion of the principal of this Trust as Trustee decides from time to time for the support of Settlor's Wife and to maintain the standard of living to which Settlor's Wife has become accustomed and for her maintenance, health, medical and nursing care. 3. Settlor's Wife shall have the right, at any time to withdraw not greater than one half of the initial value of the trust, at any time and for any reason, and the Trust shall terminate as to such amount withdrawn. Upon and After Wife's Death 4. Upon the death of Settlor's Wife, or if Settlor's Wife does not survive Settlor, then Trustee shall pay the sum of $40,000. to Tory Ann Fretz, absolutely and free of trust, and any remaining principal and accumulated income of the Trust Estate shall be held and distributed on the terms and conditions as follows: A. Trustee shall pay the entire net income to or for the benefit of TORY ANN FRETZ, and may use and expend for her benefit all or any portion of the principal of the trust as trustee deems appropriate from time to time for her support, maintenance, comfort, housing, travel C:~MY F1LES~WP Client A-Z~Troup A C~atnettd 06 abe.wpd or education; B. On the death of TORY ANN FRETZ, or if she does not survive Settlo shall is s ouse, then the trust shall terminate, and the remaining principal and income, if any, Settlo p be paid and distributed, absolutely and free of trust, to the following,: 1. 25% to Princeton University; Princeton, New Jersey; 2. 25% to Pine Street Presbyterian Church, of Harrisburg, PA; 3. 25% to Samuel F. Hinkle, Jr., or, if not then living, to his issue, and; 4. 25% James E. Hinkle, or, if not then living, to his issue. ver if either Samuel F. Hinkle, Jr., or James E. Hinkle, or on off an su hint ~e t as ollowss Howe , gift, or any interest in this Trust Estate, he may disclaim any ports a, Each disclaimer shall be in writing and s theb operly aut orized attorney disclaimer by the personal representative of a deceasee e~b neficiary shall have the same effect as in fact of a beneficiary, or the guardian of an incomp a disclaimer by the beneficiary. Trust b. The disclaimed interest shall be dispe ed as though the beneficiary did not which relate to the disclaimed interest shall be admim ~ ~ of this Trust survive Settlor. However, if they disclai d d b anmer'1 within the meaning of Section 2518 of the Estate, and if the disclaimer is a quahfie disclaims shall be paid to sus Internal Revenue Code, the part which the disclaiming beneficiary __---~ issue, absolutely. C_ TR ~/%~Y~ ABRAHAM C. C:~MY FILES~WP Ciieni A-Z~Tro~ A Glsmend 06 abe.wpd