HomeMy WebLinkAbout03-25-10
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LOVETT BOOKMAN HARMON MARKS LLP
Attorneys at Law
March 22, 2010
Register of Wills Office
Cumberland County
Nancy L. Ride
(412) 392-2512
nride@lbhmlaw.com
One Courthouse Square
Carlisle PA 17013 =a
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RE: Estate of Harriet June Piontkowski ~"~= ~' ~`' ~ :~ Y'
SSN: 190-24-5867 ~~.=-~~-;;--~ ~.., _._,
File No. 21-08-0834
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Date of Death: July 25, 2008 :
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,
Dear Register:
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Enclosed is a check in the amount of $15.00 in payment of the filing fee for the
Pennsylvania Inheritance Tax for the Estate of Harriet June Piontkowski. The return was mailed
to you last week and I believe you are holding it pending receipt of this check. Thank you for
notifying me.
Sincerely,
LOVETT BOOKMAN HARMON MARKS LLP
~::
By .~-'
Nanc 'de
Senior Paralegal
NLR:mek
Enclosures
{00079206;3 Fifth Avenue Place, Suite 2900, 120 Fifth Avenue, Pittsburgh, P-A l 5222
3/22/2010;14:42 }00079206;2
3/22/2010 2:44 PM Office (412.) 392-2220, Fax (412) 392-2221
wwwlbhmlaw.com
a
REV-1500 Ex cos-o5)
PA Department of Revenue
Bureau of Individual Taxes
PO BOX 280601
Harrisburg, PA 17128-0601
15056041158
INHERITANCE TAX RETURN
RESIDENT DECEDENT
OFFICIAL USE ONLY
County Code Year File Number
21 08 0834
ENTER DECEDENT INFORMATION BELOW
Social Security Number Date of Death
07252008
Decedent's Last Name
PIONTKOWSKI
Suffix
Date of Birth
06301931
Decedent's First Name M I
HARRIET JUNE
(If Applicable) Enter Surviving Spouse's Information Below
Spouse's Last Name Suffix
Spouse's Social Security Number
FILL IN APPROPRIATE BOXES BELOW
1. Original Return
^ 4. Limited Estate
6. Decedent Died Testate
(Attach Copy of Will)
^ 9. Litigation Proceeds Received
Spouse's First Name M I
THIS RETURN MUST BE FILED IN DUPLICATE WITH THE
REGISTER OF WILLS
^ 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)
^ 3. Remainder Return (date of death
prior to 12-13-82)
^ 5. Federal Estate Tax Return Required
fl..- 8. Total Number of Safe Deposit Boxes
^
11. Election to tax under Sec. 9113(A)
(Attach Sch. O)
CORRESPONDENT - THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO:
Name Daytime Telephone Number r~
NANCY L• RIDE, PARALEGAL 412-392-2~ a
Firm Name (If Applicable) ~ ~ ~
REGISTER CjF , E O
LOVETT BOOKMAN HARMON MARKS LLP -~-~=~~ ~
_ c~ a ~:;
First line of address `~--'' ~ %• ~ y,.
120 FIFTH AVENUE, SUITE 2900 ~~~=`
_.~ --I ..
Second line of address ;~- ---~
v
City or Post Office State ZIP Code ~ DATE FILED
PITTSBURGH PA 15222
Correspondent's e-mail address: N R I D E a~ L B H M L A W• C O M
I.~ ~x:
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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 repres based on all information of which preparer has any knowledge.
PLEASE USE ORIGINAL FORM ONLY
Side 1
15056041158 6M46473.000 15056041158
Estate of Harriet June Piontkowski 190-24-5867
Executors (Page 1)
Name Frank J. Kelly
Address 719 Seth Drive
Cranberry Township, PA 16066-
Tax ID 169-42-2951
Name Dorothy J. Martin
Address 509 Francis Drive
Mechanicsburg, PA 17050-
Tax ID 174-44-1370
• •
15056042159
REV-1500 EX
Decedent's Social Security Number
Decedents Name~IONTKOWSKI HARRIET JUNE
RECAPITULATION
1. Real estate (Schedule A) 1 • 0 • 0 0
2. Stocks and Bonds (Schedule B) . 2. 2 5 0 3 ? 0.0 0
3. Closely Held Corporation, Partnership or Sole-Proprietorship (Schedule C) • 3. 0 • 0 0
4. Mortgages & Notes Receivable (Schedule D). 4. 0 • 0 0
5. Cash, Bank Deposits & Miscellaneous Personal Property (Schedule E) . 5. 7 3 6 7 3.0 0
6. Jointly Owned Property (Schedule F) ~ Separate Billing Requested 6. 4 0 9 0 • ^ 0
7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property
(Schedule G) ~ Separate Billing Requested 7. 16 7 717.0 D
8 Total Gross Assets (total Lines 1-7). 8. 4 9 5 8 5 0.0 0
9. Funeral Expenses & Administrative Costs (Schedule H) . 9. 4 ? 9 5 7.0 0
10. Debts of Decedent, Mortgage Liabilities, & Liens (Schedule I). 10. 2 4 6 5 • 0 0
11. Total Deductions (total Lines 9 & 10) . 11 • 5 0 4 2 2 • 0 0
12. Net Value of Estate (Line 8 minus Line 11) 12. 4 4 5 4 2 8 • O O
13. Charitable and Governmental Bequests/Sec 9113 Trusts for which
an election to tax has not been made (Schedule J) . 13• 0 . ^ 0
14. Net Value Subject to Tax (Line 12 minus Line 13) 14. 4 4 5 4 2 8.0 0
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.ojL ^ • 00 15. 0.00
16. Amount of Line 14 taxable
at linealratex.o~-5 445429.00 16. 20044.00
17. Amount of Line 14 taxable
at sibling rate X .12 ^ . 0 0 17. 0 • 0 0
18. Amount of Line 14 taxable
at collateral rate X .15 0. 0 0 18• 0. 0 0
19. TAX DUE 19. 20044.00
20. FILL IN THE BOX IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT
Side 2
15056042159 sMasas2.ooo 15056042159 J
tEV-1500 EX Page 3
File Plumber
ai. nA nAau
/V VV MV~~• V --
DECEDENT'S NAME
P 0 TKO K HARRI T JUN
STREET ADDRESS
UM R AN
CITY STATE ZIP
MF'~Hd-NTCSBLIRG
fax Payments and Credits:
I . Tax Due (Page 2 Line 19)
?. Credits/Payments
A. Spousal Poverty Credit 0 • 0 0
B. Prior Payments 19 4 0 0.0 0
C. Discount 8 9 5.0 0
(1) 20044.00
Toth Credits (A + g + C) (2) 2 0 2 9 5.0 0
Interest/Penalty if applicable
D. Interest 0 • 0 0
E. Penalty 0.0 0
Total InteresUPenalty (D + E) (3) 0 • 0 0
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. (4) 2 51 • 0 0
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.
(5) 0.00
(5A)
0.00
B. Enter the total of Line 5 + 5A. This is the BALANCE DUE. (5B) 0 • 0 0
Make Check Payable to: I~G/STEROFW-LLS, AGENT
PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS
1. Did decedent make a transfer and: ^ ^
X
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 life of either payments, benefits or care?
2. If death occurred after December 12, 1982, did decedent transfer property within one year of death ^ ^
without receiving adequate consideration? .
"
" ^
or payable upon death bank account or security at his or her death? .
in trust for
3. Did decedent own an
4. Did decedent own an Individual Retirement Account, annuity, or other non-probate property which ~ ^
contains a beneficiary designation?
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. §9116 (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 exemot 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
1503 EX + (s-98)
)MMONWEALTH OF PENNSYLVANIA
INHERITANCE TAX RETURN
•
SCHED~I~E B
STOCKS & BONDS
STATE OF
FILE NUMBER
rriet June Piontkowski 21 08 0834
All property jointly-owned with right of survivorship must be disclosed on Schedule F.
VALUE AT DATE
~M
IABER DESCRIPl10N OF DEATH
1. LPL Financial Investment account no. 5031-7952
See attached statement of assets 152,220
3,061.431 Shares
BNY Mellon Fds Trust PA Intr Municipal M
CIISIP: 05569M715 37,594
4 216.185 Shares
BNY Mellon Fds Tr Emerging Market M
CIISIP: 05569m855 3,859
E 694.073 Shares
BNY Mellon Fds Tr International Fund C1 M
CIISIP: 05569m871 8,842
5 4,459.514 Shares
BNY Mellon Fds Tr 1 Cap Stock C1 M
CIISIP: 05569M103 38,352
6 575.747 Shares
BNY Mellon Fds Tr Mid Cap Stk M
CIISIP: 05569M509 6,379
7 278.439 Shares
BNY Mellon Fds Tr SML Cap STk M
CIISIP: 05569M806 3,124
nrasss i.ooo
TOTAL (Also enter on line 2, Recapitulation) I $
(If more space is needed, insert additional sheets of the same size)
250,370
•
Estate Valuation
Date of Death: 07/25/2008
Valuation Date: 07/25/2008
Processing Date: 03/14/2010
Shares Security
High/Ask Low/Bid
•
Estate of: Harriet June Piontkowski
Account: LPL Financial
Report Type: Date of Death
Number of Securities: 16
File ID: piontkowski LPL
Mean aad/or Div aad Iat Security
Adjustments Accruals Value
1) 210 VANGUARD WORLD FD5 (9ZLU4A5U4; VriT)
HEALTH CAR ETF
NYSE Arca Equities Exchange
07/25/2008 56.19000 55.82000 H/L
56.005000
2) 275.168 AMERICAN BEACON FDS (02368A638; AVFIX)
SM CP VAL INST
Mutual Fuad (as quoted by NASDAQ)
07/25/2008 16.58000 Mkt
16.580000
3) 194.685 ARTISAN FDS INC (04314H303; ARTMX)
MID CAP FD
Mutual Fund (as quoted by NASDAQ)
07/25/2008 26.88000 Mkt
26.880000
4) 959.857 DODGE & COX INCOME FD (256210105; DODIX)
COM
Mutual Fund (as quoted by NASDAQ)
07/25/2008 12.13000 Mkt
12.130000
5) 208.916 DWS VALUE SER INC (23338F838; KDHIX)
DREMHIRTNE INS
Mutual Fuad (as quoted by NASDAQ)
07/25/2008 35.23000 Mkt
35.230000
6) 372.559 GROWTH FD AMER INC (399874403; GFAFX)
CL F-1
Mutual Fund (as quoted by NASDAQ)
07/25/2008 30.27000 Mkt
30.270000
7) 322.985 HARBOR FD (411511504; HACAX)
CAP APPR INSTL
Mutual Fund (as quoted by NASDAQ)
07/25/2008 33.35000 Mkt
33.350000
8) 283.688 LAZARD FDS INC {52106N889)
EMERG MKT INST
Mutual Fund (as quoted by NASDAQ)
07/25/2008 21.80000 Mkt
21.800000
9) 294.555 LOOMIS SAYLES FDS I (543487607; LSBDX)
BD FD INSTL CL
Mutual Fund (as quoted by NASDAQ)
07/25/2008 13.66000 Mkt
13.660000
10) 660.594 MASTERS SELECT FDS (576417208; MSILX)
INTL FD
Mutual Fund (as quoted by NASDAQ)
07/25/2008 15.78000 Mkt
15.780000
11) 1914.258 PIMCO FDS PAC INVT MGMT SER (693390304; PTLDX)
LOW DURATION
Mutual Fund (as quoted by NASDAQ)
07/25/2008 9.93000 Mkt
9.930000
12) 1989.568 PIMCO FDS PAC INVT MGMT SER (693390700; PTTRX)
TOTAL RETRN PT
Mutual Fund (as quoted by NASDAQ)
07/25/2008 10.52000 Mkt
11,761.05
4,562.29
5,233.13
11,643.07
7,360.11
11,277.36
10,771.55
6,184.40
4,023.62
10,424.17
19,008.58
10.520000 20,930.26
Page 1
This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you have questions,
please contact EVP Systems at (818} 313-6300 or www.evpsys.com. (Revision 7.1.0)
• •
Estate Valuation
Date of Death: 07/25/2008 8state of: Harriet June Piontkowski
Valuation Date: 07/25/2008 Account: LPL Financial
Processing Date: 03/14/2010 Report Type: Date of Death
Number of Securities: 16
File ID: piontkowski LPL
Shares Security Mean and/or Div and Int Security
oz Par Description High/Ask Low/Bid Adjustments Accruals Value
13) 1100.414 PIMCO FDS (PLMIX)
DEV LCLMKT INS
Mutual Fund (as quoted by NASDAQ)
07/25/2008
14) 4.061 ROWS T PRICE INTL FDS INC (77956H104; RPIBX)
INTL BD FD
Mutual Fund (as quoted by NASDAQ)
07/25/2008
15) 203.309 SELECTED AMERN SHS INC (816221105; SLASX)
CL S
Mutual Fund (as quoted by NASDAQ)
07/25/2008
16) 8456.12 Cash (CASH)
Total Value:
Total Accrual:
Total: $152,219.60
11.15000 Mkt
11.150000
10.25000 Mkt
10.250000
40.69000 Mkt
40.690000
12,269.62
41.63
8,272.64
8,456.12
$152,219.60
$0.00
Page 2
This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you have questions,
please contact EVP Systems at (818} 313-6300 or www.evpsys.com. (Revision 7.1.0)
•
1508 EX + (6-98)
COMMONWEALTH OF PENNSYLVANIA
INHERITANCE TAX RETURN
occinc~rr nG(`FfIFNIT
SCHEDULE E
CASH, BANK DEPOSITS, & MISC.
PERSONAL PROPERTY
•
--- FILE NUMBER
STATE OF
;arriet June Piontkowski 21080834
Include the proceeds of litigation and the date the proceeds were received by the estate.
All property jointly-0wned with the right of survivorship must be disclosed on Schedule F.
TEM
'AMBER
1 Household goods and personal effects (Decedent lived
with her daughter and one room was furnished with her
personal possessions.)
2 Jewelry, per appraisal by James T. Kramer attached
3 Citizens Bank Checking Account No. 610060-485-3
4 Pa Department of Revenue
Refund of overpayment of 2008 income tax liability
5 Internal Revenue Service
Refund of overpayment of 2008 individual income tax
liability
6 BNY Mellon IMA Account - cash balance
;W46AD 1.000
TOTAL (Also enter on line 5, Recapi'
(If more space is needed, insert additional sheets of the same size)
VALUE AT DATE
OF DEATH
750
326
61,899
951
6,240
3,507
73,673
• •
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-tsos ~c+ (s-sa)
COflMIONWEALTH OF PENNSYLVANIA
INI-If32fTANCE TAX RETURN
SCHEDULE F
JOINTLY-OWNED PROPERTY
t
SATE OF FILE NUMBER
~rriet June Piontkowski 21080834
If an asset was made joint within one year of the decedent's date of death, it must be reported on Schedule G.
SURV N NdG JOINT TENANT(S) NAME
.Dorothy J. Martin
INTLY-OWNED PROPERTY:
ADDRESS
509 Francis Drive
Mechanicsburg, PA 15070
RELATIONSHIP TO DECEDBYT
Daughter
~~
JNB62 LETTER
FOR JOIN
TENANT DATE
MADE
JOINT DESCRIPTION OF PROPERTY
INCLUDE NAME OF FINANCIAL INSTITUTION AND BANK ACCOUNT
NUMBER OR SIMILAR IDENTIFYING NUMBER. ATTACH OEED FOR
JOINTLY-HELD REAL ESTATE.
Dp~TE OF DEATH
VALUE OF ASSET °~ OF
DE(X7S
WTEZEST QATE OF DEATH
VALUE OF
DECEDBJT'S ~lTEREST
1 A 6/15/1996 Members First Credit Union
Checking Account No. 159442 5,332 50.0000 2,666
2 6/15/1996 Members First Credit Union
Savings Account No.
159442-11 2,847 50.0000 1,424
T TAL (Also enter on line 6 Recapitulation) ~$ 4, v y u
(tf more space is needed, insert additional sheets of the same size)
• •
'-1510 EX + (6.98)
COMMONWEALTH OF PENNSYLVANIA
INHERITANCE TAX RETURN
RESIDENT DECEDENT
TATE OF FILE NUMBER
arriet June Piontkowski 21 080834
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.
DESCRIP710N OF PROPERTY EXCLUSION TAXABLE
fEM ~~ TFE NAME of THE TRANSFEREE, THEIR RELATIONSHIP TO DECEDENr AND DATE OF DEATH % OF DECD'S
MBE THE DATE of Twv~sFEft. ATTACHACDP'Y OF THE DEED FOR REAL ESTATE. VALUE OF ASSET INTEREST IF APPLIt;ABLE VALUE
1• The Hartford Annuity
Contract No. 213359
Beneficiaries: Dorothy J.
Martin and Frank J. Relly 9,283 100.0000 0 9,283
2 IRA Account, Linsco Private
Ledger Corp.
Beneficiaries: Dorothy J.
Martin and Frank J. Relly
3 Gift to Dorothy J. Martin of
automobile in June, 2008 - 1998
Buick Regal LS Sedan valued per
Relly Blue Book
JV46AF 1.000
SCHEQtJLE G
INTER VI\lOS TRANSFERS &
MISC. NON-PROBATE PROPERTY
158, 434100.0000 ~ 0
2,965 100.0000 ~ 2,965
TOTAL (Also enter on line 7, Recapitulation) I $
(If more space is needed, insert additional sheets of the same size)
158,434
0
167,717
V-1511 EX + (10-06)
SCHEDULE H
FUNERAL EXPENSES &
COMMONWEALTH OF PENNSYLVANIA
INHERITANCE TAX RETURN ADMINISTRAT{VE COSTS
RESIDENT DECEDENT
FILE NUMBER
iTATE OF
tarriet une Piontkowski 21080834
Debts of decedent must be reported on Schedule 1.
ITEM AMOUNT
NUMBER DESCRIPTION
A. FUNERAL EXPENSES:
~ Simons Funeral Home
Funeral Expenses 12,804
B.
1.
2.
3.
4.
5.
6.
7.
Total from continuation schedules I 2,620
ADMINISTRATNE COSTS:
Personal Representative's Commissions
Name of Personal Representative(s)
Street Address
City
Year(s) Commission Paid:
Attorney Fees 2 8, 0 0 0
Family Exemption: (If decedent's address is not the same as claimant's, attach explanation) 3 , 5 0 0
Claimant Dorothy J Martin __
Street Address 509 Francis Drive
City Mechanicsburg State PA Zip 17050
Relationship of Claimant to Decedent DAIIGHTER
Probate Fees 4 3 0
Accountant's Fees
Tax Return Preparer's Fees
1 Cumberland Law Journal
Advertising
2 The Patriot News
Advertising
Total from continuation schedules .
TOTAL (Also enter on line 9, Recapitulation) ~ $
7W46AG 1.000 (If more space is needed, insert additional sheets of the same size)
State Zip
75
178
350
47,957
Estate of: Harriet June Piontkowski
Schedule H Part 1 (Page 2)
Item
No. Description
2 Reimbursements to family for Cemetary charges,
programs, flowers and wake following service
•
21 08 0834
Amount
2,620
Total (Carry forward to main schedule) 2,620
•
Estate of: Harriet June Piontkowski
Schedule H Part 7 (Page 2)
3 Dorothy J. Martin, reimbursement for postage,
parking and other out of pocket expenses; travel to
Pittsburgh for estate administration meeting
•
21 08 0834
350
Total (Carry forward to main schedule) 350
.V-1512 EX + (12-08)
pennsylvania
DEPARTMENTOF REVENUE
INHERITANCE TAX RETURN
RESIDENT DECEDENT
ESTATE OF FILE NUMBER
'~arriet-June Piontkowski 21 08 0834
Report debts incurred by the decedent prior to death that remained unpaid at the date of death, including unreimbursed medical expenses.
SCHEDULEI
DEBTS OF DECEDENT,
MORTGAGE LIABILITIES & LIENS
swasAH 2.00o If more space is needed, insert additional sheets of the same size.
• •
.V-1513 EX+ (11-08) S~i~Et~~1 LE J
Pennsylvania
oEFARTn,IENrOF REVENUE BENEF~GiAR1ES
INHERITANCE TAX RETURN
RESIDENT DECEDENT
STATE OF FILE NUMBER
[artist June Piontkowski 21080834
RELATIONSHIP TO DECEDENT AMOUNT OR SHARE
NUMBER NAME AND ADDRESS OF PERSON(S) RECENING PROPERTY Do Not List Trustee(s) OF ESTATE
TAXABLE DISTRIBUTIONS [include outright spousal distributions, and transfers under
Sec. 2116 (a) (1.2).]
1. Arisl Kaufmann Trust
Dorothy J. Martin, Trustee
509 Francis Avenue
Mechanicsburg, PA 17050
Per First Amendment to Declara-
tion of Trust -
Balance to complete funding of trust
for great-grandchild Trust 44,000
_....._.....,., , „" ,,...,~ ~.~,-~ ~r,o nic~roiol mn~lc cunln~nl ennvG nn! I wFS ~~, THRnt IGH 1R C)F REV-1500 COVER SHEET. AS APPROPRIATE.
8 W 46AI 2.000
It more space IS neeaea, Insert aaalilOrldl SllCelS UI UIC Sii111C JIGC.
• t
Estate of: Harriet June Piontkowski
Schedule J Part 1 (Page 2)
Item
No. Description Relation
2 Dorothy J. Martin
509 Francis Drive
Mechanicsburg, PA 17050
Household goods and personal effects
(Decedent lived with her daughter
and one room was furnished with her
personal possessions.)
Inventory Value: 375
IRA Account, Linsco Private Ledger
Corp.
Beneficiaries: Dorothy J. Martin
and Frank J. Kelly
Inventory Value: 79,217
Jewelry, per appraisal by James T.
Kramer attached
Inventory Value: 187.50
Members First Credit IInion Checking
Account No. 159442
Inventory Value: 1,333
The Hartford Annuity
Contract No. 213359
Beneficiaries: Dorothy J. Martin
and Frank J. Kelly
Inventory Value: 4,642
Members First Credit IInion Savings
Account No. 159442-11
Inventory Value: 712 Daughter
21 08 0834
Amount
86,779
r ~
Estate of: Harriet June Piontkowski
Schedule J Part 1 (Page 3)
Item
No. Description
3 Frank J. Kelly
719 Seth Drive
Cranberry Township, PA 16066
Household goods and personal effects
(Decedent lived with her daughter
and one room was furnished with her
personal possessions.)
Inventory Value: 375
IRA Account, Linsco Private Ledger
Corp.
Beneficiaries: Dorothy J. Martin
and Frank J. Kelly
Inventory Value: 79,217
Jewelry, per appraisal by James T.
Kramer attached
Inventory Value: 187.50
•
21 08 0834
Relation Amount
The Hartford Annuity
Contract No. 213359
Beneficiaries: Dorothy J. Martin
and Frank J. Kelly
Inventory Value: 4,642 Son 84,734
4 Dorothy J. Martin Separate Trust
BNY Mellon Bank & D.J. Martin,
Trustees
Pittsburgh, PA 15219
50~ of Residue to Dorothy J. Martin
Separate Trust: 114,958 Trust 114,958
5 Frank J. Kelly Separate Trust
50~ of Residue to Frank J. Kelly
Separate Trust: 114,958 Trust 114,958
EV-1647 EX+ (&00)
COMMONWEALTH OF PENNSYLVANIA
INHERITANCE TAX RETURN
RESIDENT DECEDENT
• •
SCHEDULE M
FUTURE INTEREST COMPROMfSE
Check Box 4a on Rev-1500 Cover Sheet)
STATE OF
FILE NUMBER
iarriet June Piontkowski 21080834
This schedule is appropriate only for estates of decedents dying after December 12, 1982.
This schedule is to be used for all future interests where the rate of tax which will be applicable when the future interest vests in possession
and enjoyment cannot be established with certainty.
Indicate below the type of instrument which created the future interest and attach a copy to the tax return.
Will X^ Trust ^ Other
I NAME OF BENEFICIARY I RELATIONSHIP ~ DATE OF BIRTH I NEARE~ BIRTHDAY I
1.
2.
3.
4.
5.
For decendents dying on or after July 1, 1994, if a surviving spouse exercised or intends to exercise a right of withdrawal within 9 months
of the decedent's death, check the appropriate block and attach a copy of the document in which the surviving spouse exercises such
withdrawal right.
~ ~ Unlimited
Explanation of Compromise Offer:
ht of withdrawal
Three trusts are the beneficiaries per bequests made under the
Decedent's Revocable
Trust:
1. Arielle Kaufman Trust u/a/d 10/8/2004 ($44,000)for the benefit
of decedent's minor granddaughter. The trust continues until Arielle
attains the age of 40 at which time she may withdraw the balance
remaining. At her death the balance will be distributed in
accordance with her general testamentary power of appointment, or if
not exercised, it is payable to Arielle's issue, or if none, to her
mother if living, then to her mother's issue or if none, to the
decedent's issue. It is highly unlikely that she will die prior to
attaining the age of 40 and, if she does, that no issue of the
decedent will survive her.
2 and 3. Dorothy J. Martin Separate Trust and Frank J. Kelly
Separate Trust (each received 1/2 of residue of $114,958).
IV
Summary of Compromise Offer:
1. Amount of Future Interest $
2. Value of Line 1 exempt from tax as amount passing to charities, etc.
(also include as part of total shown on Line 13 of Cover Sheet) , $
3. Value of Line 1 passing to Spouse at appropriate tax rate
Check One fL~l 6%, IUI 3%, ~I-JI 0% , $
(also include as part of total shown on Line 15 of Cover Sheet)
4. Value of Line 1 taxable at lineal rate
Check one ^6% ^4.5%,$
(also include as part of total shown on Line 16 of Cover Sheet)
5. Value of Line 1 taxable at sibling rate (12%)
(also include as part of total shown on Line 17 of Cover Sheet) , _ $
6. Value of Line 1 taxable at collateral rate (15%)
(also include as part of total shown on Line 18 of Cover Sheet) . $
7. Total value of Future Interest (sum of Lines 2 thru 6 must equal Line 1)
0
273,916
0
0
. $
273,916
273,916
Limited right of withdrawal
(If more space is needed, insert additional sheets of the same size)
SW 46AN 1.000
•
Estate of: Harriet June Piontkowski
Schedule M Part 3 (Page 2)
•
All income of each trust is payable to the primary beneficiary and
principal may be distributed at the discretion of the Independent
Trustee. The primary beneficiary may withdraw the principal in
increments over a period of 20 years. If the primary beneficiary
dies before the trust is exhausted, the trust will continue for
his/her spouse and, upon such spouse's death or remarraige,
terminate in favor of the primary beneficiary's issue, or if none,
the decedent's issue. If distribution is made following the
chidren's death to issue who have not attained the age of 45, the
trustee may create Separate Funds over which such beneficiary would
have a limited testamentary power of appointment. If no issue of
the decedent are then living, the trust estate will be distributed
to intestate heirs of the decedent.
Dorothy (age 56) is married and has 2 adult children (age 26 and
28), each of whom has one child. It is likely that one or both will
have additional children. Frank (age 54) is married and has no
issue. It is likely that Dorothy and Frank will both live 20 years
and, considering that each trust will be funded with about $114,000,
that they will withdraw the balance of the trust during their
lifetimes. If one or both should die within that time, it is highly
unlikely that the entire family line will not survive for 20 years.
All of the possible beneficiaries are issue or spouses of children
and thus taxed at the lineal rate. There are four descendants of
Dorothy Martin now living and it is most likely that one or more of
such issue will survive the primary beneficiaries. The only
circumstance in which the property passes to other than individuals
taxed at 4.5~ is if the entire family line does not survive and the
property is paid to the decedent's intestate heirs.
The Executors propose that the entire trust estates should be taxed
at the lineal rate.
21 08 0834
Compromise: All taxed at 4.5~.
• •
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF REVENUE
BUREAU OF INDIVIDUAL TAXES
PO Box 280601
HARRISBURG, PA 17128-0601
Telephone
May 22, 2009
STEPHEN P PASCHALL ESQUIRE
LOVETT BOOKMAN HARMON MARKS LLP
FIFTH AVENUE PLACE SUITE 2900
120 FIFTH AVENUE
PITTSBURGH PA 15222
717 783-6893
Fax 717 772-0412
Re: Estate of Harriet J. Piontkowski
File Number 21 08-0834
Dear Attorney Paschall:
This is in response to your letter of April 24, 2009 concerning the inheritance tax return
due in the above referenced estate.
Since it is apparent that you will be unable to file a tax return in the near future, the
estate record will be placed in an informal hold status for an additional period of six (6) months
so that the department will initiate no enforcement activity. At the end of that period we would
ask that you contact us to provide an updated status for our file. The return may be filed at any
time during the informal hold period.
Kindly note that this action will avoid the imposition of a penalty for failure to make a
timely return. However, it does not prevent interest from accruing on any tax remaining unpaid
after the delinquent date.
Thank you for your cooperation, and, if I may be of any further assistance, please feel
free to contact my office:
incerely,
Laurel Fulmer
Supervisor
Inheritance Tax Division
REV-1162 EX(11-96)
COMMONWEALTH OF PENNSYLVANIA •
DEPARTMENT OF REVENUE
BUREAU OF INDIVIDUAL TAXES
DEPT. 280601
HARRISBURG, PA 1 7 1 28-0601 PENNSYLVANIA
CEIVED FROM: INHERITANCE AND ESTATE TAX
OFFICIAL RECEIPT N O. C D 01 1 16 6
MARTIN DOROTHY J
509 FRANCIS DRIVE
MECHANICSBURG, PA 17050
ACN
ASSESSMENT AMOUNT
CONTROL
NUMBER
fc!d
ESTATE INFORMATION: ssN: 190-24-5867
FILE NUMBER: 2108-0834
DECEDENT NAME: PIONTKOWSKI HARRIET JUNE
DATE OF PAYMENT: 04/27/2009
POSTMARK DATE: 04/24/2009
COUNTY: CUMBERLAND
DATE OF DEATH: 07/25/2008
REMARKS: RECEIPT TO ATTY
SEAL
CHECK# 1019
101 ~ $ 2, 400.00
TOTAL AMOUNT PAID:
INITIALS: WZ
RECEIVED BY:
$ 2, 400.00
GLENDA EARNER STRASBAUGH
REGISTER OF WILLS
TAXPAYER
• •
WILL
OF
HARRIET JUNE PIONTKOWSKI
I, HARRIET JUNE PIONTKOWSKI, of Cumberland County,
Pennsylvania, make this my Will, hereby revoking any and all
wills and codicils heretofore made by me.
TDTT(-'T.~' T
Payment of Debts
I direct that my debts and the expenses of my last
illness and funeral be paid out of my estate as soon as may be
convenient after my death.
ARTICLE II
Tangible Personal Property;
Identification and Exercise of Power of Appointment
(A) I direct my Executors to distribute my tangible
personal property, together with any policies of insurance
thereon, in accordance with a writing (if any) signed by me,
which writing may be made and changed from time to time by me
after the execution of this Will. I bequeath so much of such
property not effectively disposed of by me by the terms of such
writing, together with any policies of insurance thereon, to my
children, FRANK J. KELLY and DOROTHY J. MARTIN, .who survive me as
each of them may select and in such shares, whether equal or
unequal, as they may determine. Any property not so selected
shall be sold and the proceeds added to my residuary estate. My
Executors shall make prompt disposition of my tangible personal
property in accordance with this paragraph and shall pay from my
PGNUB-101 ~ 11.0 t •1 MSCNROF.
Oc;taba ~.:?00? 9t~3 am
• •
residuary estate all reasonable costs incurred by my Executors In
connection with the maintenance, transportation and sale of such
property.
(B) My aunt, DOROTHY M. KELLY, in Paragraph
Seventeenth of her Will dated October 29, 1996 ("Will"),.created
the Harriet June Piontkowski Trust for my benefit ("Trust")~ By
the terms of subparagraph (A) of Paragraph Seventeenth of the
Will, I possess a limited testamentary power of appointment over
the property of the Trust, to which power of appointment I hereby
specifically make reference. I hereby exercise such power of
appointment in full and direct the Trustees of ,the Trust to
divide all property subject to such power of appointment into as
many equal shares as there are, to set apart one of such shares
with respect to each of the, children of the mine then living and
children of mine then deceased but with issue then living and to
hold, administer and dispose of such shares as follows. Each
share so set apart with respect to a child of mine (whether then
living or deceased) shall be held in a separate trust for the
benefit of such child or such child's issue, as the case may be,
in accordance with the subsequent provisions of this paragraph.
In the event the separate trust is created for the benefit of a
living child of mine ("such child"), the Trustees shall quarter-
annually distribute the income of the separate trust to, or
expend the same for the benefit of , such child for life . The
Independent Trustee may at any time and from time to time during
such child's life distribute the whole or any part of the
principal of the separate trust to, or expend the same for the
benefit of, such child, all as the Independent Trustee may
determine for any reason or purpose whatsoever. Upon the death
of such child, if such child is not survived by issue, the
separate trust shall terminate and the .Trustees shall distribute
-2-
•
the trust estate of the separate trust to my issue then living,
per stirpes; provided, however, that any property thus
distributable shall be added to such issue's separate trust or
separate grandchild's trust hereunder, as the case may be, if the
same is then in existence. Upon the death of such child, if such
child is survived by issue, or in the event the separate trust is
created with respect to a deceased child of mine, the Trustees
shall divide the trust estate of the separate trust into as many
equal shares as there are, and shall set apart one of such shares
with respect to each of the, children of such child then living
and children of such child then deceased but with issue then
living. Each share so set apart for the issue of a deceased
child of such child shall be distributed to such issue, per
stirpes. Each share so set apart for a living child of such
child shall be held in a separate grandchild's trust for the
benefit of such living child ("such grandchild") The Trustees
shall quarter-annually distribute the income of the separate
grandchild's trust to, or expend the same for the benefit of,
such grandchild for life. The Independent Trustee may at any
time and from time to time distribute the whole or any part of
the principal of the separate grandchild's trust to, or expend
the same for the benefit of, such grandchild, all as the
Independent Trustee may determine for any reason or purpose
whatsoever. Such grandchild may withdraw free of trust the
entire trust estate of the separate grandchild's trust at age 45.
In the event such grandchild is at the time of the establishment
of the separate grandchild's trust older than the age of 45, such
grandchild shall have the right from and after such time to
withdraw the entire trust estate of the separate grandchild's
trust. Any such withdrawal shall be made by written request
therefor delivered to the Trustees at any time after such
grandchild's attaining the age of 45 years. The separate
-3-
•
grandchild's trust shall terminate upon the death of such
grandchild and the Trustees shall distribute the trust estate of
the separate grandchild's trust to such grandchild's then living
issue, per stirpes.
ARTICLE III
Residuary Estate
I devise and bequeath all the rest, residue and
remainder of my estate, real, personal and mixed, wherever
situate, to the HARRIET JUNE PIONTKOWSKI RE~IOCABLE TRUST.
ARTICLE I~
Taxes, Debts, Expenses and Bequests
(A) I direct that ( i ) al l f ederal estate taxes and al l
local, state and foreign estate, inheritance, transfer, legacy,
succession and similar taxes which by reason of my death may be
properly imposed upon, applicable to or payable with respect to
any property or interest in property which may be included as
part of my estate for the purposes of such taxes, or any one or
more of them, including any property that may not be a part of my
estate for administration purposes, and (ii) all generation-
skipping taxes (if any) payable at my death with respect to all
transfers of property constituting direct skips (as defined in
Section 2612 (c) of the Code) of which I shall be the transferor
other than a direct skip resulting from a disclaimer or to the
extent a GST exemption is claimed with respect thereto, and any
interest and penalties on any of the same, except (i) the
additional amount of any of such taxes resulting from the
inclusion in my estate for the purposes of any such tax of
(a) property not included in my estate for administration
-4-
• •
purposes to the extent that a governing instrument directs the
fiduciary or other legal owner thereof to pay from such property
a share or portion of such taxes, or (b) property over which I
may have a power of appointment, which power was given by someone
other than myself, or (ii) any generation-skipping tax except as
otherwise specifically provided herein, or any interest or
penalties on any of the same, shall be paid from my residuary
estate passing under Article III of this Will, or, in the manner
hereinafter provided, from the trust estate of the HARRIET JUNE
PIONTKOWSKI REVOCABLE TRUST.
(B) I have directed the Trustees of the HARRIET JUNE
PIONTKOWSKI REVOCABLE TRUST to pay from the trust estate of such
Trust to my Executors, or pay in such manner and at such time as
requested by my Executors, the amounts which my Executors shall
request in writing as necessary or advisable to supplement my
probate estate in order to pay in full the taxes described in
paragraph (A) of this Article, any interest and penalties on any
of the same,. debts, expenses of administration of my estate and
all bequests. I authorize my Executors to request such Trustees
to make such payment if and to the extent that my Executors shall
deem it necessary or advisable to have all or any part of such
taxes, interest and penalties, debts, expenses of administration
and bequests paid from such trust estate rather than from my
probate estate.
(C) My Executors shall have full power and authority
to make the allocation of the GST exemption in such manner as my
Executors shall deem to be in the best interest of my estate and
the beneficiaries thereof, and any determination made in good
faith by my Executors with respect to such allocation shall be
binding and conclusive upon each person having an interest in my
-5-
• •
estate and shall not be subject to question or exception in any
manner or proceeding whatsoever or by any person whomsoever.
7~ i? T T C~' T . F'. V
L'vor~i~nY'~
I hereby appoint my son, FRANK J. KELLY, and my
daughter, DOROTHY J. MARTIN, as Executors of this Will. In the
event of the inability or unwillingness of either of my said son
or my said daughter to serve or to continue to serve as such an
Executor, the remaining Executor shall serve as sole Executor
hereunder. In the further event that neither my said son nor my
said daughter is able or willing to serve or continue to serve as
such an Executor, I appoint MELLON BANK, N.A., as successor
Executor. In the event that at any time there is one Executor
serving hereunder, references in this Will to Executors shall
mean such Executor.
ARTICLE VI
Powers of Fiduciaries
(A) I give to each fiduciary serving under this Will
(whether or not named herein) in addition to the authority
conferred by law and without the necessity of obtaining the order
of any court the following powers: to retain any property
received in kind; to sell, pledge, mortgage, lease for any term
whatsoever, exchange and dispose of, either publicly or
privately, any or all property, real, personal or mixed, at such
times and for such prices and amounts and upon such terms and
conditions as such fiduciary may determine; to invest and
reinvest in such stock, bonds and other real, personal or mixed
property of whatsoever character as such fiduciary may determine,
-6-
• •
X11 statutory and other limitations now or hereafter enacted or
in force being hereby waived and without such fiduciary being
subject to any liability by reason of the keeping of any cash
.uninvested for any length of time; to exercise any option that
nay be owned by me at the time of my death; to borrow money; to
compromise and settle claims; to determine income and principal
end to allocate receipts and disbursements (including without
limitation gains and losses) as between income and principal, all
as such fiduciary determines to be advisable under the
circumstances; to continue any business, incorporated or
unincorporated, in which I may have had an interest at the time
of my death for such period, or to liquidate the same at such
time and upon such terms, as such fiduciaries may determine, to
invest additional sums in any such business even to the extent
that the estate may be invested largely or entirely. in such
business, to act as, or select other persons, including any
fiduciary, officer of any corporate fiduciary or any beneficiary
hereunder to act as, directors, officers or employees of any such
business, to pay compensation for so acting without regard to
whether the person so acting is a fiduciary, an officer of a
corporate fiduciary or a beneficiary hereunder, and to make such
other arrangements in respect thereof as such fiduciaries shall
determine; and to make any distribution or division of property
either in cash, or in kind, or partly in cash and partly in kind,
and to allot different kinds of, or interests in, property to
different shares, all as such fiduciary shall determine to be
equitable to effect any such distribution.. The powers herein
given to such fiduciary shall include the power to retain and
invest in common trust funds maintained by any corporate
fiduciary, the securities of any corporate fiduciary, interest-
bearing accounts in, or certificates issued by, the banking
department of any corporate fiduciary, and securities
-7-
• •
underwritten by syndicates of which any corporate fiduciary is a
member but not purchased from such corporate fiduciary, and the
stock of any corporation which controls or is affiliated with
such corporate fiduciary, provided, however, that any fiduciaries
shall vote the shares of stock of any corporate fiduciary or of
any corporation which controls or is affiliated with such
corporate fiduciary only as directed by the individual fiduciary,
or, in the event there shall be no individual fiduciary then
serving, by an adult beneficiary of the fiduciary account in
which such shares are held.
(B) No bond shall be required in any jurisdiction of
any fiduciary serving under this Will (whether or not named
herein), including any administrator c.t.a. or ancillary
administrator appointed to administer my estate, or, if a bond is
required by law, no surety on such bond shall be required.
(C) In the event any expense of administration of my
estate shall, at the option of my Executors, be deductible either
in computing any federal income tax payable during the
administration of my estate or in computing the federal estate
tax payable with respect to my estate, my Executors shall
exercise such option as my Executors shall deem to be in the best
interests of my estate and the beneficiaries thereof. In the
event any such expense is deducted for federal income tax
purposes, my Executors may, but shall not be required to,
transfer from income to principal an amount equal to the
additional federal estate tax which my estate may be required to
pay by reason of the failure to claim such expense as a deduction
for federal estate tax purposes.
-8-
• •
(D) I authorize my Executors to disclaim in whole or
in part any property or interest therein passing to me or to my
estate by reason of a testamentary or inter vivos transfer or an
intestate disposition or by any other means.
ARTICLE VII
Certain Definitions
(A) References at any .particular time to Sections of
the Code shall mean the specified sections of the Internal
Revenue Code of 1986, as amended, or the corresponding provisions
of any future United States internal revenue law.
(B) "GST exemption" shall mean the generation-skipping
tax exemption amount allowed to an individual pursuant to Section
2 6 31 (a ) o f the Code .
(C) "HARRIET JUNE PIONTKOWSKI REVOCABLE TRUST" shall
mean the trust created under the Declaration of Trust entered
into by me on even date herewith (but executed prior to the
execution of this Will) as the same may be amended at .any time.
after the execution of this Will, or, in the event that such
Declaration of Trust shall not be in effect at the time of my
death, such term shall mean a trust, the terms and conditions of
which shall be the same as those specified in such Declaration of
Trust as the same existed at the time of the execution of this
Will or of the last codicil hereto (which terms and conditions
are incorporated herein by reference with like effect as if the
same were set forth herein verbatim) and the Trustees of which
shall be determined in accordance with such Declaration of Trust.
-9-
• •
(D) "Independent Trustee" shall mean at any particular
time with respect to any trust such a Trustee as at such time
(i) has no interest, vested or contingent, direct or indirect, in
the trust estate of such trust, (ii) cannot be benefited by the
exercise or nonexercise of any power, authority or discretion
given exclusively to or vested exclusively in the Independent
Trustee by the provisions of this Will or by law, (iii) can alone
(as though such Trustee were the only Trustee) possess and
exercise each such power, authority and discretion without
causing income or principal of the trust estate of such trust to
be attributable to any beneficiary of such trust for income or
gift tax purposes, or for estate tax purposes under the United
States internal revenue laws in force and effect at such time
prior to the time such income or principal is distributed to or
for the account of, or used or expended for the benefit of, such
beneficiary. If at any time there shall be more than one
-10-
• •
Independent Trustee acting as Trustee of such trust, the term
"Independent Trustee" shall mean all such Trustees.
IN WITNESS WHEREOF, I have hereunto set my hand and
` 2002.
sea 1 t h i s =~ day o f ~~ ,~ c~~ ~.t._-~~
-.
~~ G. ~~~~ ( SEAL )
RRIET E PIONTKOWSKI
1
SIGNED, SEALED, PUBLISHED and DECLARED by the above-
named Testator, HARRIET JUNE PIONTKOWSKI, as and for her Will, in
the presence of us who, at her request, in her presence and in
the presence of each other, have hereunto subscribed our names as
witnesses.
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AMENDMENT TO
AND
RESTATEMENT OF
DECLARATION OF TRUST
CREATING THE
HARRIET JUNE PIONTKOWSKI REVOCABLE TRUST
MADE December 22, 2002, by HARRIET JUNE PIONTKOWSKI.,
f Cumberland County, Pennsylvania (hereinafter referred to as
he "Dec 1 arant " } .
WHEREAS, the Declarant entered into a Declaration of
rust dated November 13, 2002, naming herself as Trustee and.
reating the Harriet June Piontkowski Revocable Trust
hereinafter referred to as the "Declaration") and in Section 7.2
f the Declaration reserved the right to amend the Declaration by
writing signed by the Declarant and delivered to the Trustees
uring the Declarant's life and accepted in writing by the
rustees; and
WHEREAS, the Declarant desires to amend the Declaration
nd restate the same in its entirety, which amendment is
cceptable to the Declarant in her capacity as sole Trustee,
NOW, THEREFORE, the Declaration is hereby amended and
estated in its entirety to read as follows:
Z1ATT(''T.~' T
Name; Disposition During Declarant's Life
Section l.l. Name. The trust created hereunder shall
e known as the "HARRIET JUNE PIONTKOWSKI REVOCABLE TRUST", but
or convenience it is hereinafter referred to as the "Trust".
Section 1.2. Distribution of Income. Subject to the
rovisions of Section 1.4 the Trustees shall quarter-annually
istribute the income of the Trust to, or expend the same for the
enefit of, the Declarant for life; provided, however, that if at
ny particular time the Declarant shall by a writing delivered to
he Trustees direct the Trustees to make other distribution of
uch income, the Trustees shall distribute the same in accordance
ith such direction.
• •
Section 1.3. Distribution of Principal_ The Trustees
shall at any time and from time to time distribute to, or as
directed by, the Declarant the whole or such part of the
principal of the Trust as the Declarant may direct in a writing
~r writings delivered to the Trustees_
Section 1.4. Distribution of Trust Estate During
Cncapacity of Declarant. If the Declarant becomes incapacitated,
~s certified to the Trustees by the Declarant's personal
physician, through illness, age or other cause, the Independent
Crustee may at any time and from time to time during the period
~f such incapacity distribute the whole or any part of the income
end principal of the Trust to, or expend the same for the benefit
~f, the Declarant or any person dependent on the Declarant, or
nay accumulate the whole or any part of such income, all as the
Cndependent Trustee may determine and without regard to the other
neans of the Declarant_
Section 1.5. Termination of Trust Upon Death of
declarant. The Trust shall, unless sooner terminated pursuant to
she prior provisions hereof, continue until and shall terminate
upon the death of the Declarant and the Trustees shall thereupon
distribute the trust estate of the Trust, together with any
additional property which may be received from the Declarant's
'state or otherwise, in accordance with the provisions of the
subsequent Articles of this Declaration.
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ARTICLE II
•
Payment of Death Taxes, Debts, Expenses and Bequests
Section 2.1. Payment of Death Taxes, Debts, Expenses
and Bequests. After the Declarant's death the Trustees shall pay
to the Declarant's personal representative, or pay in such manner
and at such time as requested by such personal representative,
from the trust estate of the Trust such amount or .amounts as such
personal representative shall specify in writing as necessary or
advisable to supplement the Declarant's probate estate in order
to pay in full Death Taxes, expenses of administration of the
Declarant's estate and all bequests under the Declarant's will_
If any of such Death Taxes, expenses or bequests are paid from
the trust estate of the Trust, the payment thereof shall not (i)
be made from any property which is not includible in the
Declarant's estate for the purposes of one or more of such Death
Taxes and which would be so includible if used for such payment
or (ii) be made from the proceeds of any pension, profit-sharing
or other employee benefit plan or any individual retirement
account.
ARTICLE III
Disposition of Balance of Trust Estate;
Creation of Separate Trusts
Section 3.1. Creation and Operation of Residuary
Trust. Upon the Declarant's death, if the Declarant is survived
by any one or more of the Declarant's issue, the Trustees shall
divide the trust estate of the Trust into as many equal shares as
there are, and shall set apart one of such shares with respect to
each of the, children of the Declarant then living and children
of the Declarant then deceased but with issue then living.
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(A) Shares for Deceased Children. Each share so set
apart for the issue of a deceased child shall be distributed to
such issue, per stirpes.
(B} Shares for Living Children. Each share so set
apart for a living child shall be held in a separate trust to be
known by the name of such child followed by the words "Separate
Trust." Each such Separate Trust shall be held, administered and
disposed of in accordance with the provisions of Article IV.
ARTICLE IV
Separate Trusts
Section 4.1. Applicability. The provisions of this
Article, unless the context shall clearly indicate otherwise,
shall be applicable to each Separate Trust held for the benefit
of a child of the Declarant, and, as used in this Section, (i}
the term "Separate Trust" shall mean whichever of the Separate
Trusts to which such provisions are being applied at the
particular time and (ii) the term "such child" shall mean the
child of the Declarant for whose benefit the Separate Trust to
which such provisions are being applied has been created.
Section 4.2. Distribution of Income. The Trustees
shall quarter-annually distribute the income of the Separate
Trust to, or expend the same for the benefit of, such child for
life or until the earlier termination of the Separate Trust.
Section 4.3. Discretionary Distribution of Principal.
The Independent Trustee may at any time and from time to time
distribute the whole or any part of the principal of the Separate
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Trust to, or expend the same for the benefit of, such child, all
as the Independent Trustee may determine for any reason or
purpose whatsoever.
Section 4.4. Withdrawal of Principal. Such child may
withdraw free of trust the following specified shares of the
principal of the Separate Trust from and after the following
anniversaries of the date of the Declarant's death: one-fourth
(1 / 4 ) thereof upon the f i f th anniversary of the date of the
Declarant's death, one-third (1/3) of the then remaining balance
upon the tenth anniversary of the date of the Declarant's death,
one-half (1/2) of the then remaining balance upon the fifteenth
anniversary of the date of the Declarant's death and the entire
trust estate upon the twentieth anniversary of the date of the
Declarant's death. Each such withdrawal shall be made by written
request therefor delivered to the Trustees at any time after the
occurrence of the event giving rise to the right to make such
withdrawal.
Section 4.5. Distribution After Death of Child. After
the death of such child, unless the Separate Trust is sooner
terminated by distribution or expenditure of the entire trust
estate thereof in accordance with the prior provisions of this
Article, the Trustees shall hold, administer and dispose of the
trust estate of the Separate Trust as follows:
(A) If Survived by Spouse. If such child is survived
by such child's spouse, the Trustees shall quarter-annually
distribute the income of the Separate Trust to, or expend the
same for the benefit of, such spouse for life or until the
earlier remarriage of such spouse.
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(B) If Not Survived by Spouse or Upon Death or
Remarriage of Spouse. If such child is not survived by such
child's spouse, or upon the death or earlier remarriage of such
spouse the Separate Trust shall terminate and the Trustees shall
distribute the trust estate of the Separate Trust to such child's
issue then living, per stirpes, or, if there shall be no such
issue then living, to the Declarant's issue then living, per
stirpes; subject, however, to the provisions of Section 5.1_
TD'TT('~T_~' ~T
Miscellaneous
Section 5.1. Deferral of Distribution to Certain
Beneficiaries.
(A) Separate Funds. If any beneficiary entitled to
receive a distribution of property of any trust created under
this Declaration (whether by reason of any mandatory provision of
this Declaration or any exercise of discretion by the Independent
Trustee or otherwise) shall not have attained the age of 45
years, such property may in the discretion of the Independent
Trustee be distributed to him or her or be retained by the
Trustees in a separate fund until such beneficiary attains the
age of 45 years, at which time the then trust estate of such fund
shall be distributed to such beneficiary outright. While such
fund is held for such beneficiary, the Trustees shall
quarter-annually distribute the income of such fund to, or expend
the same for the benefit of, such beneficiary. The Independent
Trustee may at any time and from time to time during such period
distribute the whole or any part of the principal of such fund
to, or expend the same for the benefit of, the beneficiary, all
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as the Independent Trustee may determine for any reason or
purpose whatsoever.
(B) Death of Beneficiary _ Upon the death of the
beneficiary of a separate fund held hereunder prior to the
distribution or expenditure of the entire trust estate thereof,
such fund shall terminate. If, but only if, the inclusion ratio
of such fund for purposes of the federal generation-skipping
transfer tax is greater than zero, such beneficiary shall have
the power by will to appoint the whole or any part of the trust
estate of such fund to the estate of such beneficiary. No
exercise of such power of appointment shall be effective unless
the will purporting to exercise the same shall exercise the same
by specific reference to this Section. To the extent the trust
estate of such fund is not effectively disposed of pursuant to
the prior provisions of this Section, the Trustees shall
distribute the same to such beneficiary's issue then living, per
stirpes, or, if there shall be no such issue then living, to the
issue then living of the nearest ancestor, per stirpes, or, if
there shall be no such issue then living, to such nearest
ancestor, or, if there shall be no nearest ancestor, to the issue
then living of the Declarant, per stirpes; provided, however,
that in the event any beneficiary to whom distribution is to be
made under this subsection shall be a beneficiary of income of
one or more trusts or funds created by the Declarant, the
Independent Trustee may, but need not, select one or more of such
trusts and funds and distribute the share of such trust estate
that would otherwise be distributable to such beneficiary to the
trust or trusts and/or fund or funds so selected and, if more
than one is so selected, in such proportions as the Independent
Trustee shall determine. For purposes of this subsection,
"ancestor" shall mean a person who is (or when living was) an
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issue of the Declarant and who is a lineal ancestor of another
person who is an issue of the Declarant, and "nearest ancestor"
shall mean the ancestor who stands (or when living stood) in the
nearest degree to such beneficiary and who (i) has issue then
living or (ii) is himself or herself then living.
Section 5.2. Nonalienation. Such income and principal
of any trust or fund as shall or may become distributable to any
person (whether the interest of such person be present or future,
vested or contingent, direct or indirect) in accordance with the
provisions of this Declaration shall not, until the actual
distribution thereof to the person entitled thereto, be subject
to the debts, obligations, liabilities or engagements of such
person, or to execution, attachment or other judicial process of
whatsoever character and howsoever termed, or be assignable
voluntarily, involuntarily or by operation of law or otherwise
howsoever, and the distribution thereof shall not be anticipated.
Nothing in this Section shall be construed or deemed to curtail
to any extent any power of appointment provided for in this
Declaration or any power, authority or discretion given to or
vested in the Trustees by the provisions of this Declaration or
by law to make distribution and expenditure of income and
principal of any trust or fund in accordance with .the provisions
of this Declaration.
Section 5.3. Distributions for Minors. Where under
the provisions of this Declaration the Trustees are authorized to
distribute or expend the income or principal of any trust or fund
to, or for the benefit of, a person who is a minor, the Trustees
may distribute such income or principal directly to such minor,
to the person having custody of him or her, to the guardian of
his or her estate, to the guardian of his or her person or to a
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custodian for such minor under any applicable Uniform Transfers
(or Gifts) to Minors Act, whether previously appointed or
appointed by the Trustees for the purpose of receiving such
distribution, all without liability on the part of the Trustees
to see to the application thereof and without requiring bond or
surety.
Section 5.4. Corporate Distributions. Corporate
distributions received in shares of the .distributing corporation
shall be allocated to principal, regardless of the number of
shares and however described or designated by the distributing
corporation.
Section 5.5. Adopted Persons. An adopted person, if
adopted when a minor (whether adopted before or after the date of
this Declaration), and the issue of such person shall be deemed
to be issue of the adopting parent or parents and of anyone who
is by blood or adoption an ancestor of the adopting parent or of
either of the adopting parents and shall not be deemed issue of
such person's natural parents, except that where a person is
adopted by a spouse of one of his or her natural parents such
person shall be deemed to be an issue of such natural parent as
well as an issue of the adopting parent.
Section 5.6. Definitions. The following terms as used
in this Declaration shall, unless the context shall clearly
indicate otherwise, have the following respective meanings:
(A) Death Taxes. "Death Taxes" shall mean (i) all
federal estate taxes and all local, state and foreign estate,
inheritance, transfer, legacy, succession and similar taxes which
by reason of the Declarant's death may be properly imposed upon,
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applicable to or payable with respect to any property or interest
in property which may be included as part of the Declarant's
estate for the purposes of such taxes, or any one or more of
them, including any property that may not be a part of the
Declarant's estate for administration purposes, and (ii) all
generation-skipping taxes (if any) payable at the Declarant's
death with respect to all transfers of property constituting
direct skips ( as defined in Sect ion 2 612 (c ) of the Code ) of which
the Declarant shall be the transferor other than a direct skip
resulting from a disclaimer or to the extent that a GST exemption
is claimed with respect thereto, and any interest and penalties
thereon, but "Death Taxes" shall not include (i) the additional
amount of any of such taxes resulting from the inclusion in the
Declarant's estate for the purposes of any such tax of
(a) property over which the Declarant may have a power of
appointment, which power was given by someone other than the
Declarant, or (b) property not included in the Declarant's estate
for administration purposes to the extent that a governing
instrument directs the fiduciary or other legal owner thereof to
pay from such property a share or portion of such taxes or (ii)
any generation-skipping tax except as otherwise specifically
provided herein, or any interest or penalties on any of the same.
(B) GST Exemption. "GST exemption" shall mean the
generation-skipping tax exemption amount allowed to an individual
pursuant to Section 2631(a) of the Code.
(C) Independent 'T'rustee. At any particular time -
(1} "Independent Trustee" with respect to any trust or
fund shall mean such a Trustee as at such time (i) has no
interest, vested or contingent, direct or indirect, in the trust
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estate of such trust or fund, (ii) cannot be benefited by the
exercise or nonexercise of any power, authority or discretion
given exclusively to or vested exclusively in the Independent
Trustee by the provisions of this Declaration or by law and (iii)
can alone (as though such Trustee were the only Trustee) possess
and exercise each such power, authority and discretion without
causing income, accumulated income or principal of the trust
estate of such trust or fund to be attributable to any
beneficiary of such trust or fund for income, gift or estate tax
purposes under the United States internal revenue laws in force
and effect at such time prior to the time such income,
accumulated income or principal is distributed to or for the
account of, or used or expended for the benefit of, such
beneficiary. If at any time there shall be more than one
Independent Trustee acting as Trustee of such trust or fund,
"Independent Trustee" shall mean all such Trustees.
(2) If at such time there is only one Trustee serving
hereunder, "Trustees" shall mean such one.
(D) Issue. The term "issue" shall mean lineal
descendants of any degree of the ancestor designated.
(E) Minor. The term "minor" shall mean a person who
has not attained the age of twenty-one years.
(F) Sections of the Code. References at any
particular time to Sections of the Code shall mean the specified
sections of the Internal Revenue Code of 1986, as amended, or the
corresponding provisions of any future United States internal
revenue law.
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(G) Separate Trusts. The term "Separate Trust" shall
mean any one of, and the term "Separate Trusts" shall mean all
of, the Separate Trusts created in accordance with the provisions
of subsection (B) of Section 3.1 and held in accordance with the
provisions of Article IV.
(H) Trust Estate. The term "trust estate" at any
particular time with respect to any trust or fund created under
this Declaration shall mean the properties at such time
constituting the principal, accumulated income and income of such
trust or f and .
Section 5.7. Actions by Prior Fiduciaries. The
Trustees shall have no duty or responsibility to obtain a
judicial accounting of, or otherwise review, the actions of a
prior Trustee or other fiduciary (including a personal
representative) and, irrespective of any review or in the absence
of any review, no Trustee shall have any liability whatsoever as
a consequence of any prior Trustee's or other fiduciary's taking
or failure to take any action, regardless of such Trustee's
knowledge, either actual or constructive, in respect thereof.
Section 5.8. Accumulated Income. In the event any
income of any t rust or fund created under this Declaration shall
be accumulated, such income may (but need not) be separately
accounted for in an accumulated income account. At any
particular time with respect to each such trust or fund, the
Trustees' power to dispose of income under the provisions of this
Declaration shall for all purposes include the power to dispose
of any accumulated income then on hand.
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Section 5.9_ Combination_ The Trustees are, without
the necessity of obtaining the order or approval of any court,
authorized to combine any trust or fund created under this
Declaration with any other trust or fund (whether or not created
under this Declaration) having substantially identical provisions
and the same beneficiaries by making distribution of the entire
trust estate of such trust or fund to such other trust or fund to
the end and purpose that all such trusts for such beneficiaries
may be administered as one; provided, however, that no such
combination shall be authorized if the effect thereof would be
(i) to violate the applicable rule against perpetuities, (ii) to
disqualify any interest in one or both of such trusts for a
deduction for federal estate tax purposes that would otherwise be
allowable, or (iii) to combine trusts, one of which prior to such
combination was not subject to the federal generation-skipping
transfer tax or had an inclusion ratio of zero for purposes of
such tax and the other of which prior to such combination had an
inclusion ratio greater than zero for purposes of such tax.
Section 5.10. Perpetuities Savings Clause. If by the
provisions of this Declaration any interest created hereunder has
not vested prior to the expiration of twenty-one years after the
death of the last to die of the Declarant and the issue of the
Declarant living on the date of the Declarant's death, then
notwithstanding any of the prior provisions of this Declaration
to the contrary, such provisions shall be construed so as to
require final distribution free and clear of any trust, at such
time, of all property in respect of any interest which is not so
vested at such time. The trust estate of any trust or fund so
terminating in accordance with the directions of this Section
shall be distributed to such of the issue of the Declarant then
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living as are beneficiaries of income of such trust or fund, per
stirpes.
Section 5.11. Distribution in Other Events_ If upon
the Declarant's death the Declarant is not survived by at least
one of the Declarant's issue, the Trust shall terminate and the
balance of the trust estate thereof remaining after satisfaction
or provision for satisfaction of .all amounts (if any) payable
under the provisions of Article II shall be distributed as
follows and, in the event that at any particular time the whole
or any part of the trust estate of any trust or fund created
under this Declaration shall not be distributable in accordance
with the provisions hereof, such trust estate shall be
distributed to the persons and in the proportions determined
under the intestate laws of Pennsylvania then in force with .like
effect as if the Declarant had died at such time intestate,
unmarried, domiciled in Pennsylvania and owning outright the
property constituting such trust estate and no other property.
ARTICLE VI
Administration and Trustees
Section 6.1. Administrative Powers of Trustees.
(A) Powers. In the administration and management of
any trust or fund created under this Declaration and in the
management, investment and reinvestment of the trust estate
thereof, the Trustees shall have and may exercise (subject to the
provisions of subsection (B) of this Section and to any other
provision of this Declaration limiting or qualifying in any way
any power, authority or discretion of the Trustees) full power,
authority and discretion without the necessity of obtaining the
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order of any court to do all acts, to execute, acknowledge and
deliver all writings and to exercise for the benefit of all
persons who may be or become beneficiaries under the provisions
of this Declaration any and all powers, authorities and
discretions given to or vested in such Trustees by the provisions
of this Declaration or by law. By way of illustration but not
limitation, the Trustees shall have and may exercise the
following powers:
(1) To retain property in the form and character in
which the same shall be received, including the securities of any
Corporate Trustee;
(2) To sell, convey, mortgage, lease for any term
whatsoever, transfer, exchange and dispose of, either publicly or
privately, the whole or any part of the trust estate;
(3) To grant options for such period as the Trustees
shall deem advisable for the sale, conveyance, lease, transfer,
exchange or other disposition of the whole or any part of the
trust estate and to exercise any option at any time held as part
of the trust estate;
(4) To invest and reinvest the whole or any part of
the trust estate in any kind of property, real, personal or
mixed, or undivided or part interests therein, including stocks,
bonds, notes, securities, minerals and other natural resources,
limited partnerships, common trust funds maintained by any
Corporate Trustee, the securities of any Corporate Trustee,
interest-bearing accounts in, or certificates issued by, the
banking department of any Corporate Trustee, securities
underwritten by syndicates of which any Corporate Trustee is a
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member but not purchased from such Corporate Trustee and other
property of whatsoever character, located in the United States or
abroad, all statutory and other limitations as to the investment
of trust funds, now or hereafter enacted or in force, being
hereby waived and without obligation to diversify the same and
without liability for any decline in the value thereof;
(5) To purchase assets from the Declarant's estate and
to make loans to the Declarant's personal representative, all
upon such terms and conditions and with or without security as
the Trustees shall determine;
(6) To hold, manage, develop and operate all
residential and other real property held as part of the trust
estate, to release, partition, vacate or abandon any such
property, to make improvements thereto or thereon, to construct,
demolish, alter, repair, rebuild, maintain and insure buildings
and other improvements on any such property and to use other
assets of the trust estate for any of .such purposes;
(7) To compromise and settle claims;
(8) To carry any property in the name of a nominee,
including a clearing corporation, or a depository or in book
entry form or unregistered or in such form as will pass by
delivery;
(9) To vote shares of stock, in person or by proxy, in
favor of or against management and shareholder proposals and to
join in or dissent from and oppose the reorganization,
recapitalization, consolidation, merger, liquidation or sale of
corporations or properties, except that the Trustees shall vote
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the shares of any Corporate Trustee only as directed by the
Individual Trustee or, in the event there shall be no Individual
Trustee then serving, by an adult beneficiary of income of the
trust estate in which such shares are held;
(10) To employ and retain such accountants, agents,
attorneys, employees, investment counselors and other
representatives (any of whom may but need not be a person,
association or corporation acting as Trustee at the particular
time) as from time to time the Trustees shall determine for .the
proper administration of such trust estate; to act without
independent investigation upon the recommendation of any such
accountant, agent, attorney, employee, investment counselor or
other representative; instead of acting personally, to employ one
or more accountants, agents, attorneys, employees, investment
counselors and other representatives to perform any act of
administration, whether or not discretionary; and to determine
and pay the compensation of all such accountants, agents,
attorneys, employees, investment counselors and other
representatives and all other expenses which the Trustees shall
determine to incur in the administration of such trust;
(11) To employ such one or more investment managers
(any of whom may but need not be a person, association or
corporation acting as Trustee at the particular time) as from
time to time the Trustees shall determine for the proper
administration of such trust estate; to delegate to such manager
with respect to the whole or a specified part of such trust
estate, or to each of two or more such managers with respect to a
specified part of such trust estate, complete power, authority
and discretion to enter into investment transactions, within the
parameters of an investment policy established by the Trustees
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for such manager, on a day-to-day basis without seeking or
obtaining the prior approval of the Trustees; and to determine
and pay the compensation of all such managers and all other
expenses which the Trustees shall determine to incur in
connection therewith. In the event of any such delegation, (i)
the Trustees shall have no liability of any character whatsoever
as a consequence of the acceptance, holding, investment in or
retention of any investment made by or at the direction of any
such manager, provided that the Trustees shall have exercised
reasonable care in the selection of such manager and shall have
periodically (not less frequently than semiannually) reviewed
reports of the investment activities and performance of such
manager, and (ii) the fact that any Trustee may have custody of
any property subject to the investment management of any such
manager shall not impose upon such Trustee any duty whatsoever to
inquire into the propriety of any investment transaction
undertaken by such Trustee at the direction of such manager and
in the event any claim is asserted against such Trustee arising
out of any action taken by or at the direction of such manager,
such Trustee shall not, by reason of such Trustee's having
custody of such property, be deemed to have any knowledge, actual
or constructive, of the suitability of the acceptance, holding,
investment in or retention of such property as an investment for
such trust;
(12) To distribute, without the necessity of filing a
judicial accounting or obtaining judicial approval, the whole or
any part of the trust estate upon the receipt and release of the
beneficiary entitled to receive such distribution, in which event
the Trustees shall be relieved of all further liability with
respect to the property so distributed with like effect as if
such distribution had been made pursuant to an order of court;
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(13) To borrow money from any person (including the
banking department of any Corporate Trustee} in such amounts and
upon such terms as the Trustees shall determine and to pledge all
or any part of the assets of the trust estate to secure such
borrowing;
(14) To permit any beneficiary to occupy any real
property forming part of the trust estate without rent or upon
such other terms and conditions as the Trustees shall determine;
(15} In the discretion of the Independent Trustee, to
purchase or retain policies of insurance on the life of any
beneficiary and to pay the premiums. from either income or
principal or from loans against the policies, to exercise all
rights, elections, options, privileges and other incidents of
ownership with respect to such policies, to surrender any such
policy for the cash surrender value thereof, to convert any such
policy into other forms of insurance and to designate such
beneficiary as the Independent Trustee shall determine to be in
keeping with the purposes of the trust;
fl6) To invest and reinvest in, and to write and sell,
contracts which grant options to buy or sell at a future time
securities of corporations;
(17 ) To organize or cause ~to be organized, alone or in
conjunction with others, one or more associations, corporations,
partnerships or other organizations;
(18) To continue any business, incorporated or
unincorporated, in which the Declarant may have had an interest
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at the time of death for such period, or to liquidate the same at
such time and upon such terms, as the Trustees may determine, to
invest additional sums in any such business, even to the extent
that the trust estate may be invested largely or entirely in such
business, to act as, or to select other persons including any
Trustee, officer of any Corporate Trustee or any beneficiary
hereunder to act as, directors, officers or employees of any such
business, to pay compensation for so acting without regard to
whether the person so acting is a Trustee, an officer of a
Corporate Trustee or a beneficiary hereunder, and to make such
other arrangements in respect thereof as the Trustees shall
determine;
(19) If any trust or fund created under this
Declaration would (but for the following division) have an
inclusion ratio for purposes of the federal generation-skipping
transfer tax greater than zero but less. than one, to divide such
trust or fund in the sole discretion of the Independent Trustee
into two separate trusts, one of which for purposes of such tax
shall have an inclusion ratio of zero (after allocation of the
GST exemption under Section 2631(a) of the Code) and further to
administer such two trusts as fully separate trusts; and
(20) To make any distribution or division of the trust
estate either in cash or in kind, or partly in cash and partly in
kind, and to allot different kinds of, or interests in, property
to different shares, all as the Trustees shall determine to be
equitable to effect such distribution or division.
As used in this subsection, references to the securities of any
Corporate Trustee shall be deemed to refer also to the securities
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of any corporation which has control of, or is affiliated with,
such Corporate Trustee.
(B) General Limitations. All powers, authorities and
discretions given to or vested in the Trustees by the provisions
of this Declaration or by law shall be exercisable by the
Trustees only in a fiduciary capacity.
Section 6.2. Trustees.
~A; In~.t~al Appointment arir~ T~T~imher of 'Trl~~tee~ , 'The
Declarant shall initially be the Trustee of the Trust. Upon the
death of the Declarant or the earlier incapacity of the Declarant
as referred to in Section 1.4, FRANK J. KELLY, DOROTHY J. MARTIN
and MELLON BANK, N.A. shall each have the right to become a
Trustee of the Trust upon filing an acceptance of appointment
with the records of the Trust. The Trustees of a trust serving
at the time of the creation of another trust or a fund from such
trust shall initially be the Trustees of such trust or fund.
Each trust and fund created under this Declaration shall be
administered by such number, not more than five, of Trustees as
may be appointed in accordance with the provisions of this
Section. At least one of the Trustees shall at all times after
the death or incapacity of the Declarant be an Independent
Trustee and one may (but need not) be a Corporate Trustee.
During any period of time in which there shall be no Independent
Trustee, no Trustee shall have any power, authority or discretion
given to or vested in, or be charged with the obligations imposed
upon, the Independent Trustee alone by the provisions of this
Declaration or by law.
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(B) Resignation and Succession. A Trustee (whether
individual or corporate) may resign as a Trustee at any time by
an instrument in writing signed by such Trustee and delivered to
another Trustee. The Individual Trustees or, if no Individual
Trustee is then serving, the Corporate Trustee at any time and
from time to time shall have the power to fill any vacancy in the
office of Independent Trustee by appointment of a person,
association or corporation eligible to fill such vacancy and to
appoint, within the limits set forth in subsection (A) of this
Section, additional or successor Trustees, in each case by a
writing which shall be endorsed with the acceptance of the
Trustee so appointed. In such writing the Trustees may specify
that such appointment shall take effect immediately or at a
future time or upon the occurrence of an event (such as the death
of a Trustee then serving). In the event that for any reason the
appointment of a Trustee required to fill a vacancy in the office
of Independent Trustee is not made within a reasonable time in
accordance with the prior provisions of this subsection, a court
of competent jurisdiction, upon the application of any person
whomsoever having any interest whatsoever in the trust or fund,
after such notice to the parties in interest (except such as may
not. be sui juris) as the court shall determine to be necessary or
proper shall appoint an Independent Trustee by appointment of a
person, association or corporation eligible to serve as such. In
case of the merger or consolidation of a Corporate Trustee, the
resulting company shall become successor Corporate Trustee
hereunder without notice to any party.
(C) Compensation. An Individual Trustee may (but need
not) receive reasonable compensation for services as a Trustee
hereunder. A Corporate Trustee shall be entitled to receive
annually compensation for its services hereunder in accordance
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• •
with its schedule of compensation currently in effect when its
services are performed_ The compensation of the Trustees,
separately and in the aggregate, shall not exceed that which a
court of competent jurisdiction-would approve. In the event an
Individual Trustee shall be employed or retained by the other
Trustees as an accountant, agent, attorney, custodian, employee,
investment counselor or other representative and as such shall
render services in the administration of the Trust, such
Individual Trustee shall be entitled to such compensation for
such services as the other Trustees of such Trust shall deem
reasonable. Unless the Declarant shall direct otherwise in
writing, such compensation shall during the Declarant's lifetime
be paid solely from the income of the Trust.
(D) Delegation of Duties. A Trustee shall have full
power and authority to delegate from time to time to another
Trustee by an instrument in writing any or all of such Trustee's
rights, powers and duties hereunder to the end and purpose that
such other Trustee may be entitled to act in all respects for
both of such Trustees during the term of the delegation;
provided, however, that nothing herein shall be deemed or
construed to permit an Independent Trustee to delegate any power,
authority or discretion exercisable solely by an Independent
Trustee to a Trustee who is not an Independent Trustee.
(E) Removal of Trustees. The Individual Trustees
(other than any Individual Trustee who is not an Independent
Trustee) shall have the right at any time to remove a Trustee.
Any such removal shall be accomplished by a writing signed by
such Individual Trustees in two counterparts, of which one shall
be delivered to the Trustee to be removed and the other shall be
retained by one of the Individual Trustees.
-23-
•
•
(F) Bond. No bond shall be required in any
jurisdiction of any Trustee or of any successor Trustee, or, if a
bond is required by law, no surety on such bond shall be
required.
(G) Exercise of Discretionary Powers. Each and every
power, authority or discretion given to or vested in the Trustees
or a class of Trustees by the provisions of this Declaration or
by law, whatever may be the nature or extent thereof, shall be
freely exercisable by such Trustees or class at any time and from
time to time in their sole and absolute discretion, as they alone
shall determine. Each exercise thereof shall not be open to
question in any manner whatsoever by, and shall be binding upon,
each person having an interest in the trust or fund. No Trustee
shall incur any personal liability of any character whatsoever by
reason of any matter or thing of whatsoever nature which may
occur in connection with the administration of the trust or fund,
save only liability arising from gross negligence or willful
default .
Section 6.3. Foreign Assets. It may be that all or
some part of the trust estate of a trust or fund created under
this Declaration may consist of property which is subject to some
jurisdiction other than the one in which such trust or fund is
being administered and in which one of the Trustees is not
authorized to act. In such case all powers, authorities and
discretions given to or vested in the Trustees shall, with
respect to the holding and administration of such property, be
deemed to have been given to and vested in and to be freely
exercisable by the Trustees who are not precluded from acting
_2g_
• •
under the laws of such jurisdiction with like effect as if such
Trustees were the only Trustees.
ARTICLE VII
Retained Powers of Declarant; Governing Law; Number and Gender
Section 7.1. Revocation. The Declarant reserves the
right to revoke this Declaration in whole or in part by written
notice delivered to the Trustees during the Declarant's life, in
which event the Trustees shall deliver to the Declarant or the
person designated by the Declarant the property affected by such
revocation, together with such written instruments as may be
required to give full effect to such revocation. Unless such
revocation is expressly made dependent upon an effective change
in the beneficiary designation of an insurance policy, employee
benefit plan or other contract, it shall become effective upon
receipt of such written notice by the Trustees during the
Declarant's life and, if the Declarant should die before a change
in beneficiary designation shall have become effective, the
proceeds of any such policy, plan or contract received by the
Trustees shall be paid to the Declarant's personal representative
and the receipt of such personal representative shall be a full
discharge of the Trustees with respect thereto. If the Declarant
changes the designation of the Trustees as beneficiary of any
such policy, plan or contract, such change shall have the effect
of revoking this Declaration with respect to such policy, plan or
contract.
Section 7.2. Amendment. The Declarant reserves the
right to amend this Declaration by a writing signed by the
Declarant, delivered to the Trustees during the Declarant's life
and accepted in writing by the Trustees.
-25-
•
•
Section 7.3. Additional Gifts. The Declarant or some
other person may by will or other writing give to the Trustees
additional cash, securities or other property which shall become
and be a part of the trust estate of the trust or fund to which
such gift is made and as such shall be subject to all the
provisions of this Declaration relating thereto; provided,
however, that the Trustees thereof shall have discretion to
accept or reject any such gift_
Section 7.4. Governing Law. This Declaration and each
trust and fund created under this Declaration shall be
administered and construed in all respects in accordance with the
laws of Pennsylvania.
Section 7.5. Number and Gender. Whenever used in this
Declaration, the singular shall include the plural, the plural
shall include the singular and the use of any gender shall be
applicable to any other gender or to all genders.
WITNESS the due execution hereof the day and year first
above written.
Signed, sealed and delivered
in the presence of:
-! ~ (SEAL
RRIET" UNE PIONTKOWSKI
Decla~'~ nt and Trustee
-26-
• •
•
•
FIRST AMENDMENT
TO
DECLARATION OF TRUST
CREATING THE
HARRIET JUNE PIONTKOWSKI REVOCABLE TRUST
MADE AND ENTERED INTO this L~'11,-~ day of ~CTp'~ ~~ ,
004, by HARRIET JUNE PIONTKOWSKI, of Cumberland County,
ennsylvania (hereinafter referred to as the "Declarant").
WHEREAS, the Declarant entered into a Declaration of
rust on November 13, 2002, as amended and restated on
ecember 22, 2002, naming herself as Trustee and creating the
arriet June Piontkowski Revocable Trust (hereinafter the
Declaration"), and in Section 7.2 of the .Declaration reserved
he right to amend the Declaration by a writing signed by the
eclarant, delivered to the Trustees during the Declarant's life
nd accepted in writing by the Trustees; and
WHEREAS, the Declarant desires to amend the
Declaration, which amendment is acceptable to the Declarant in
.er capacity as sole Trustee and by her signature hereto she
cknowledges acceptance of this amendment;
NOW, THEREFORE, the Declaration is hereby amended as
ollows:
FIRST: Section 1.5 of Article I of the Declaration is
ereby deleted in its entirety and a new Section 1.5 is
ubstituted in lieu thereof which shall read as follows:
Section 1.5. Termination of Trust Upon Death of
Declarant. The Trust shall, unless sooner terminated
0017411
• •
pursuant to the prior provisions hereof, continue until
and shall terminate upon the death of the Declarant and
the Trustees shall thereupon distribute the trust
estate of the Trust together with any additional
property which may be received from the Declarant's
estate or otherwise as follows:
Signed, sealed and delivered
in the presence of:
(A) Distribution to Arielle Kauffman Trust. The
Trustees shall distribute to the Arielle Kauffman Trust
entered into by the Declarant, as Donor, with
Dorothy J . Martin, as Trustee , on (~-}~b2 ~ $ ~ aOO~ ,
2004, an amount (if any) which shall not exceed (i)
Fifty Thousand Dollars ($50, 000) minus (ii) the value
of the trust estate of such trust on the date of the
Declarant's death.
(B) Disposition of Balance of Trust Estate. The
Trustees shall distribute the balance of the trust
estate of the Trust remaining after satisfaction or
provision for satisfaction of the amount (if any)
distributable under subsection (A) of this Section in
accordance with the provisions of subsequent Articles
of this Declaration."
SECOND: In all other respects the Declarant ratifies
and confirms the Declaration as of this date.
WITNESS the due execution hereof the day and year first
above written.
•S EAL )
RRIET PIONTKOWSKI
` arant
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• •
COMMONWEALTH OF PENNSYLVANIA }
SS:
COUNTY OF ~ I I e~ rtl~`~ )
.t.r.
On this, the g day of ~C ~1~~ ~ 2004,
before me, a Notary Public, personally appeared HARRIET JUNE
PIONTKOWSKI, known to me (or satisfactorily proven) to be the
person whose name is subscribed to the within instrument, and
acknowledged that she executed the same for the purposes therein
contained.
IN WITNESS WHEREOF, I hereunto set my hand and official
seal.
F~..c,a-u.~ti Opt
ary Public
N
[Notarial Seal ]
My Commission Expires:
COMMONWEALTH OF PENNSYLVANIA
Notarial Seal
Diana Lynn Hannes, Notary Public
Ci cf PiEtsai:rgf~, Allegheny County
My~oinrnissic~n Expires Mat. 29; 2008
Member, Pennsylvania Association of Notaries
~~
t •
TRUST AGREEMENT
CREATING THE
ARIELLE KAUFFMAN TRUST
BY AND BETWEEN
HARRIET JUNE PIONTKOWSKI, of Cumberland County, Pennsylvania
(hereinafter referred to as the "Donor"), party of the first part
DOROTHY J. MARTIN, of Cumberland .County, Pennsylvania, party of
the second part
Stephen P. Paschall, Esq.
Lovett Bookman Harmon Marks LLP
Fifth Avenue Place, Suite 2900
120 Fifth Avenue
Pittsburgh, PA 15222
(412) 392-2502
00017410;1
10/4/2004;12:06
• •
TRUST AGREEMENT
CREATING THE
ARIELLE KAUFFMAN TRUST
MADE 2004, by and between HARRIET JUNE
PIONTKOWSKI, of Cumberland County, Pennsylvania (hereinafter
referred to as the "Donor"), party of the first part, and
DOROTHY J. MARTIN, of Cumberland County, Pennsylvania, party of
the second part.
Z~1?TT("'T.~' T
Purpose and Name
Section 1.1. Purpose. The Donor has irrevocably
transferred, assigned and delivered and by these presents does
irrevocably transfer, assign and deliver to the party of the
second part the property described in Schedule "A" attached
hereto. The Trustees agree to hold such property, together with
any additional property received by the Trustees, in trust in
accordance with the terms and conditions hereinafter set forth.
Section 1.2. Name. The trust created hereunder shall
be known as the ARIELLE KAUFFMAN TRUST, but for convenience it is
hereinafter referred to as the "Trust".
• •
ARTICLE II
Operation of Trust
Section 2.1. Withdrawal Rights. Except as limited by
the subsequent provisions of this Section, the Donor's
great-granddaughter, ARIELLE KAUFFMAN (hereinafter the
"Beneficiary"), shall have rights of withdrawal under this
Section with respect to each Qualified Present Gift. Promptly
upon receipt of any Qualified Present Gift the Trustees shall
give to the Beneficiary or to the Guardian of the Beneficiary
notice of her rights under this Section.
(A) Primary Rights of Withdrawal. The Trustees shall
distribute from the property constituting such Qualified Present
Gift to the Beneficiary such amounts as she may request by one or
more writings delivered to the Trustees; provided, however, that
the amount which may be requested by and distributed to the
Beneficiary under this subsection shall not exceed the lesser of
(i) the amount of such Qualified Present Gift and (ii) the lesser
of the maximum amount described in Section 2514 (e) of the Code or
the maximum amount described in Section 2041(b)(2) of the Code
(after taking into account all amounts which, with respect to the
Beneficiary, shall have lapsed under this subsection with respect
to prior Qualified Present Gifts, which lapses occurred in the
same year as the year in which such Qualified Present Gift is
received by the Trustees). If the amount described in clause (i)
of the preceding sentence exceeds the amount described in clause
(ii) of such sentence, the Beneficiary shall have additional
rights of withdrawal as provided under subsection (B) of this
Section with respect to such excess amount (for purposes of such
subsection (B), such excess amount shall be known as the "Excess
Gift") The power of the Beneficiary to request a distribution
-2-
• •
as provided in this subsection shall lapse in respect of each
Qualified Present Gift on the expiration of 60 days after receipt
by the Trustees of such Qualified Present Gift.
(B) Additional Rights of Withdrawal. In the case of
each Excess Gift the Beneficiary shall have the right at any time
and from time to time by one or more writings delivered to the
Trustees to request a distribution of all or any part of such
Excess Gift; provided, however, that the aggregate amount which
may be requested by and distributed to the Beneficiary at any
particular time shall not exceed (i} the value (determined as of
the date of receipt of such Excess Gift) of such Excess Gift
minus ( i i ) the sum of ( a) the aggregate amount ( i f any) in
respect of such Excess Gift which shall theretofore have been
withdrawn by the Beneficiary and (b) the aggregate amount (if
any) in respect of such Excess Gift which shall theretofore have
lapsed as provided in the following sentence. To the extent that
the power of withdrawal is not exercised by the Beneficiary, such
power shall lapse in whole on the death of the Beneficiary and
shall on the last business day of each year lapse in whole or in
part in the maximum amount prescribed under Section 2514 (e) of
the Code so that such lapse would not by reason of such
Section 2514 (e) be considered to be a release of a general power
of appointment by the Beneficiary (after taking into account all
amounts which may have lapsed under subsection (A) of this
Section for such year with respect to the Beneficiary). Such
lapses shall apply to Excess Gifts in the order of their receipt
by the Trustees, beginning with the earliest such Excess Gift.
(C) Miscellaneous Provisions. If the Beneficiary is
under a legal disability at the time any Qualified Present Gift
is made to the Trust, the Guardian of the Beneficiary may
-3-
~ •
exercise the rights of withdrawal under subsection (A) and
subsection (B) of this Section on behalf of the Beneficiary.
Notwithstanding the prior provisions of this Section, a donor of
a Qualified Present Gift may direct in writing prior to or
concurrently with the making of such Qualified Present Gift that
subsection (A), subsection (B) or both of such subsections shall
not apply to all or any portion of such Qualified Present Gift,
in which case the amount (if any) subject to withdrawal shall be
adjusted to the extent necessary to give effect to such
direction. All other provisions of this Agreement shall be
subject to any unexpired withdrawal right under this Section.
Section 2.2. Operation of Trust. Subject to the
provisions of Section 2.1, the Trustees shall hold, administer
and dispose of the trust estate of the Trust as follows:
(A) Distribution of Income. The Trustees shall
accumulate the income of the Trust until the Beneficiary attains
the age of 21. Upon the Beneficiary's attaining the age of 21,
the Trustees shall thereafter, at least quarter-annually,
distribute the income of the Trust to, or expend the same for the
benefit of, the Beneficiary for life or until the earlier
termination of the Trust.
(B) Distribution of Principal. The Independent
Trustee shall distribute the whole or such part of the principal
of the Trust to, or expend the same for the benefit of , the
Beneficiary, as may from time to time be required, after taking
into consideration other resources available to the Beneficiary,
to provide for the health, education (including preparatory,
college and graduate education} and support of the Beneficiary.
-4-
• •
(C) Withdrawal of Principal. The Beneficiary may
withdraw free of trust the entire trust estate of the Trust upon
attaining age 40 by delivering a written request therefor to the
Trustees at any time thereafter.
Section 2.3. Distribution Upon Death of Beneficiary.
Unless sooner terminated by distribution or expenditure of the
entire trust estate thereof in accordance with the prior
provisions of this Article, the Trust shall terminate upon the
death of the Beneficiary. The Beneficiary shall have the power
by will to appoint the whole or any part of the trust estate of
the Trust (including any income accrued or on hand as of the date
of the Beneficiary's death) to, or for the benefit of, any one or
more persons, corporations and other entities, including the
creditors and the estate of the Beneficiary and the creditors of
the estate of the Beneficiary, in each case in such amounts or
portions and for such estates and interests and outright or upon
such terms, trusts, conditions and limitations, as the
Beneficiary shall specify by will and the Trustees shall make
distribution of such trust estate accordingly. In no event and
under no circumstance shall any exercise of such power of
appointment be effective unless the will purporting to exercise
the same shall exercise the same by specific reference to this
Section. To the extent the trust estate of the Trust is not
effectively disposed of pursuant to the prior provisions of this
Section, the Trustees shall distribute such trust estate to the
issue then living of the Beneficiary, per stirpes, or, if there
shall be no such issue then living, to the issue then living of
the Beneficiary's mother, Carrie Anne Martin Kauffman, per
stirpes, or, if there shall be no such issue, to Carrie Anne
Martin Kauffman, if she is then living, or, if she is not then
living, to the issue of the Donor then living, per stirpes.
-5-
• •
Section 2.4. Deferral of Distribution to Minors.
(A) Separate Funds. If any person entitled to receive
a distribution of property upon termination of (i) the Trust by
reason of the death of the Beneficiary or (ii) a separate fund
hereunder shall be a minor, such property may in the discretion
of the Independent Trustee be distributed to him or her or be
retained by the Trustees in a separate fund until such
distributee attains majority, at which time the then trust estate
of such fund shall be distributed to such distributee outright.
While such fund is held for such distributee, the Independent
Trustee may at any time and from time to time distribute the
whole or any part of the income or principal of such fund to, or
expend the same for the benefit of, such distributee, or may
accumulate the whole or any part of such income, all as the
Independent Trustee may determine to provide for the health,
education (including preparatory, college and graduate education)
and support of such distributee.
(B) Death of Distributee. Upon the death of the
distributee of a separate fund held hereunder prior to the
distribution or expenditure of the entire trust estate thereof,
such fund shall terminate. Such beneficiary shall have the power
by will to appoint the whole or any part of the trust estate of
such fund to the estate of such beneficiary. No exercise of such
power of appointment shall be effective unless the will
purporting to exercise the same shall exercise the same by
specific reference to this Section. To the extent the trust
estate of such fund is not effectively disposed of pursuant to
the prior provisions of this Section, the Trustees shall
distribute the trust estate of such fund to the issue then living
-6-
• •
of such distributee, per stirpes, or, if there shall be no such
issue then living, to the issue then living of such distributee's
parent who is an issue of the Donor, per stirpes, or, if there
shall be no such issue then living, to such parent if he or she
is then living, or, if such parent is not then living, to the
issue then living of the Donor, per stirpes.
Section 2.5. Distribution in Other Events. In the
event that the trust estate of the Trust or of any fund created
under Section 2.4 shall not be distributable upon termination
thereof in accordance with the provisions of Section 2.3 or
subsection (B) of Section 2.4, as the case may be, such trust
estate shall be distributed as follows: to the persons and in
the proportions determined under the intestate laws of
Pennsylvania then in force with like effect as if the Donor had
died at such time intestate, unmarried, domiciled in Pennsylvania
and owning outright the property constituting such trust estate
and no other property.
ARTICLE III
Miscellaneous
Section 3.1. Nonalienation. Such income and principal
of the Trust or any fund as shall or may become distributable to
any person (whether the interest of such person be present or
future, vested or contingent, direct or indirect) in accordance
with the provisions of this Agreement shall not, until the actual
distribution thereof to the person entitled thereto, be subject
to the debts, obligations, liabilities or engagements of such
person, or to execution attachment or other judicial process of
whatsoever character and howsoever termed, or be assignable
voluntarily, involuntarily or by operation of law or otherwise
-7-
• •
howsoever, and the distribution thereof shall not be anticipated.
Nothing in this Section shall be construed or deemed to curtail
to any extent any power of appointment provided for in this
Agreement or any power, authority or discretion given to or
vested in the Independent Trustee by the provisions of this
Agreement or by law to make distribution and expenditure of
income and principal of the Trust or any fund in accordance with
the provisions of this Agreement.
Section 3.2.
any income of the Trust
year, such income shall
and shall become and be
such fund and as such s
Agreement.
Capitalization of Income. In the event
or any fund shall be accumulated in any
be capitalized as of the end of such year
a part of the principal of the Trust or
ubject to all the provisions of this
Section 3.3. Distributions for Minors. Where under
the provisions of this Agreement the Independent Trustee is
authorized to distribute or expend the income or principal of the
Trust or any fund to, or for the benefit of , a person who is a
minor, the Independent Trustee may distribute such income or
principal directly to such minor, to the person having custody of
him or her, to the guardian of his or her estate, to the guardian
of his or her person or to a custodian for such minor under any
applicable Uniform Transfers (or Gifts) to Minors Act, whether
previously appointed or appointed by the Independent Trustee for
the purpose of receiving such distribution, all without liability
on the part of the Independent Trustee to see to the application
thereof and without requiring bond or surety. Notwithstanding
anything in the prior provisions of this Section to the contrary,
the Trustees shall not make any such distribution, use or
expenditure so as to satisfy a legal obligation of a parent of
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• •
such distributee and, upon making any distribution to a parent or
other person, association or corporation, the Trustees shall
(without liability to see to the proper application thereof)
instruct such recipient that the proceeds of such distribution
are not to be used or applied so as to satisfy a legal obligation
of a parent of such distributee.
Section 3.4. Adopted Persons. A relationship by
adoption shall to the extent provided by Pennsylvania law be
treated the same for all purposes as a relationship by the whole
blood.
Section 3.5. Definitions. The following terms as used
in this Agreement shall, unless the context shall clearly
indicate otherwise, have the following respective meanings:
(A) GST Exemption. "GST exemption" shall mean the
generation-skipping tax exemption amount allowed to an individual
pursuant to Section 2631(a) of the Code.
(B) Guardian. "Guardian" at any particular time with
respect to an individual shall mean the person, association or
corporation appointed by a court of competent jurisdiction and
then serving as the guardian of the property of such individual
or, in the event that no such guardian is then serving, shall
mean the parent or other person then having legal custody
(whether by court appointment or otherwise) of the person of such
individual; provided, however, that in no event and under no
circumstance shall the Donor be eligible to serve as Guardian.
(C) Independent Trustee. As used in this Agreement at
any particular time -
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• •
(1) "Independent Trustee" with respect to the Trust or
any fund shall mean such a Trustee as at such time can alone (as
though such Trustee were the only Trustee) possess and exercise
each power, authority and discretion given exclusively to or
vested exclusively in the Independent Trustee by the provisions
of this Agreement or by law without causing income, accumulated
income or principal of the trust estate of the Trust or such fund
to be attributable (i) to any Trustee of the trust or such fund
(other than a Trustee who is also a beneficiary) for income, gift
or estate tax purposes under the United States internal revenue
laws in force and effect at such time or (ii) to any beneficiary
of the trust or such fund (including a beneficiary who is also a
Trustee) for income, gift or estate tax purposes under the United
States internal revenue laws in force and effect at such time
prior to the time such income, accumulated income or principal is
distributed to or for the account of, or used or expended for the
benefit of, such beneficiary. If at any time there shall be more
than one Independent Trustee acting as Trustee of the Trust or
such fund, "Independent Trustee" shall mean all such Trustees.
(2) If at such time there is only one Trustee serving
hereunder, "Trustees" shall mean such one.
(D) Issue. The term "issue" shall mean lineal
descendants of any degree of the ancestor designated.
(E) Majority and Minor. The term "majority" shall
mean the age of twenty-one years. The term "minor" shall mean a
person who has not attained majority.
-10-
• •
(F) Qualified Present Gift. "Qualified Present Gift"
shall mean any inter vivos gift of property which, during any
calendar year in the lifetime of the Donor, is received or deemed
to have been received by the Trustees.
(G) Sections of the Code. References to Sections of
the Code shall at any particular time mean the specified sections
of the Internal Revenue Code of 1986, as amended, or the
corresponding provisions of any future United States internal
revenue law.
(H) Trust Estate. The term "trust estate" at any
particular time with respect to the Trust or any fund created
under this Agreement shall mean the properties at such time
constituting the principal and income of the Trust or such fund.
ARTICLE IV
Administration and Trustees
Section 4.1_ Administrative Powers of Trustees_
(A) Powers. In the administration and management of
the Trust or any fund created under this Agreement and in the
management, investment and reinvestment of the trust estate
thereof, the Trustees shall have and may exercise (subject to any
other provision of this Agreement limiting or qualifying in any
way any power, authority or discretion of the Trustees) full
power, authority and discretion without the necessity of
obtaining the order of any court to do all acts, to execute,
acknowledge and deliver all writings and to exercise for the
benefit of all persons who may be or become beneficiaries under
the provisions of this Agreement any and all powers, authorities
-11-
• •
and discretions given to or vested in such Trustees by the
provisions of this Agreement or by law. By way of illustration
but not limitation, the Trustees shall have and may exercise the
following powers: to retain property in the form and character
in which the same shall be received, including the securities of
any Corporate Trustee, without obligation to diversify the same
and without liability for any decline in the value thereof; to
invest and reinvest in any kind of property (other than insurance
on the life of either of the Donors), real, personal or mixed, or
undivided or part interests therein, all statutory and other
limitations as to the investment of trust funds, now or hereafter
enacted or in force, being hereby waived; to borrow money,
including from the commercial department of any Corporate
Trustee, and to pledge all or any part of the assets of the trust
estate to secure such borrowing; to sell, pledge, exchange,
mortgage or lease for any term whatever any real or personal
property; to grant options for any period and to exercise any
option at any time held as part of the trust estate; to
compromise claims; to join in or oppose the merger,
consolidation, reorganization or readjustment of the financial
structure of any firm or corporation in which the trust estate
may have an interest; to carry securities in the name of a
nominee, including a clearing corporation, or a depository or in
book entry form or unregistered or in such form as will pass by
delivery; to vote securities in person or by proxy, except that
the shares of any Corporate Trustee shall be voted only as
directed by the Individual Trustees (if any) or, in the event
there shall be no Individual Trustee then serving, by an adult
beneficiary of income (if any) of the Trust or fund in which the
shares are held; to employ attorneys, accountants, investment
counselors and other agents (any of whom may but need not be a
person, association or corporation acting as, or affiliated with,
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a Trustee at the particular time) to perform any act of
administration (whether or not discretionary), to act without
investigation upon their recommendations and to pay their
compensation and expenses out of the trust estate; to distribute,
without the necessity of filing a judicial accounting or
obtaining judicial approval, the whole or any part of the trust
estate upon the receipt and release of the beneficiary entitled
to receive such distribution, in which event such Trustees shall
be relieved of all further liability with respect to the property
so distributed with like effect as if such distribution had been
made pursuant to an order of court; to divide the trust estate
into two or more separate trusts, to allocate to each of such
separate trusts a fractional share of such trust estate or
specific assets or interests therein and further to separately
administer such separate trusts, including, without limitation,
to divide a trust into separate trusts so that one of such
separate trusts shall have an inclusion ratio of zero for
purposes of the federal generation-skipping transfer tax (after
allocation of the GST exemption under Section 2631(a) of the
Code); and to make any distribution or division of the trust
estate either in cash or in kind, or partly in~cash and partly in
kind and to allot different kinds of, or interests in, property
to different shares, all as the Independent Trustee shall
determine to be equitable to effect such distribution or
division. As used in this subsection, references to the
securities of any Corporate Trustee shall be deemed to refer also
to the securities of any corporation which has control of, or is
affiliated with, such Corporate Trustee.
(B) General Limitations. All powers, authorities and
discretions given to or vested in the Trustees by the provisions
of this Agreement or by law shall be exercisable by the Trustees
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•
•
only in a fiduciary capacity and no such power, authority or
discretion may be exercised in a manner which would satisfy a
legal obligation of a parent of the Beneficiary.
Section 4.2. Trustees.
(A) Initial Appointment and Number of Trustees. The
party of the second part to this Agreement shall initially be the
Trustee. The Trust and each fund created under this Agreement
shall be administered by such number, not more than three, of
Trustees as may be appointed in accordance with the provisions of
this Section. At least one Trustee of the Trust and each fund
created under this Agreement shall at all times be an Independent
Trustee and one may (but need not) be a Corporate Trustee. The
Donor shall not be eligible to be a Trustee.
(B) Subsequent Appointment of Trustees. The
Individual Trustees~in office at any time and from time to time
or, if there is no Individual Trustee, the Corporate Trustee
shall have the power ( i ) to f it l any vacancy in the office of
Independent Trustee by appointment of a person, association or
corporation eligible to fill such vacancy and (ii) to appoint,
within the limits set forth in subsection (A) of this Section,
additional and successor Trustees and Independent Trustees and a
Corporate Trustee or a successor Corporate Trustee, in each case
by a signed writing endorsed with the acceptance of the Trustee
so appointed. Any such writing may specify that such appointment
shall take effect at a future time or upon the occurrence of an
event (such as the death of a Trustee then serving). In case of
the merger or consolidation of a Corporate Trustee, the resulting
company shall become successor Corporate Trustee hereunder
without notice to any party. In the event that for any reason
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• •
the appointment of a Trustee required to fill a vacancy in the
office of Independent Trustee is not made in a reasonable time in
accordance with the prior provisions of this subsection, the
Beneficiary (if she has attained the age of 18) shall have the
power to fill such vacancy by appointment of a person,
association or corporation eligible to fill such vacancy by a.
writing which shall be endorsed with the acceptance of the
Trustee so appointed. In the event that no such appointment is
made in accordance with the provisions of the preceding sentence,
a court of competent jurisdiction, upon the application of any
person whomsoever having any interest whatsoever in such Trust
after such notice to the parties in interest (except such as may
not be sui juris) as the court shall deem necessary or proper,
shall fill such vacancy by appointment of a person, association
or corporation eligible to fill such vacancy.
(C) Compensation. An Individual Trustee may (but need
not) receive reasonable compensation for services as a Trustee
hereunder. A Corporate Trustee (if any) shall be entitled to
receive annually compensation for its services hereunder in
accordance with its schedule of compensation currently in effect
when its services are performed. The compensation of the
Trustees, separately and in the aggregate, shall not. exceed that
which a court of competent jurisdiction would approve.
(D) Delegation of Duties. A Trustee shall have full
power and authority to delegate from time to time to another
Trustee by an instrument in writing any or all of such Trustee's
rights, powers and duties hereunder, to the end and purpose that
such other Trustee may be entitled to act in all respects for
both of such Trustees hereunder during the term of such
delegation; provided, however, that nothing in this subsection
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• •
shall be deemed or construed to permit an Independent Trustee to
delegate any power or authority exercisable only by an
Independent Trustee to a Trustee who is not an Independent
Trustee.
(E) Resignation. A Trustee (whether Individual or
Corporate) may at any time resign as a Trustee. The resignation
of a Trustee shall be effected, and conclusively evidenced, by a
writing signed by such Trustee in two counterparts of which one
(or a copy thereof) shall have been filed with the records of
such Trust and the other deposited with one of the other
Trustees. In no event and under no circumstances shall a
resigned Trustee be subject to any liability on account of the
Trustees' taking of or failure to take after such resignation any
action respecting any power, authority or discretion given to or
vested in the Trustees by the provisions of this Agreement or by
law.
(F) Bond. No bond shall be required in any
jurisdiction of any Trustee or of any successor Trustee or, if a
bond is required by law, no surety on such bond shall be
required.
(G) Exercise of Discretionary Powers. Each and every
power, authority or discretion given to or vested in the Trustees.
or a class of Trustees by the provisions of this Agreement or by
law, whatever may be the nature or extent thereof, shall be
freely exercisable by such Trustees or class at any time and from
time to time in their sole and absolute discretion, as they alone
shall determine. Each exercise thereof shall not be open to
question in any manner whatsoever by, and shall be binding upon,
each person having an interest in the Trust or any fund.
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• •
(H) Removal of Trustee. The Individual Trustees
(other than any Individual Trustee who is not an Independent
Trustee) of the Trust or any fund shall have the right at any
time to remove a Trustee of the Trust or such fund. Any such
removal shall be accomplished by a writing signed by such
Individual Trustees in two counterparts, of which one shall be
delivered to the Trustee to be removed and the other shall be
retained by one of the Individual Trustees.
(I) Actions by Prior Fiduciaries. The Trustees shall
have no duty or responsibility to obtain a judicial accounting
of, or otherwise review, the actions of any prior Trustee and,
irrespective of any review or in the absence of any review, no
Trustee shall have any liability whatsoever as a consequence of
any prior Trustee's taking or failure to take any action,
regardless of such Trustee's knowledge, either actual or
constructive, in respect thereof.
(J) Liability; Indemnification. In no event and under
no circumstance shall any Trustee to whom is given or in whom is
vested any power, authority or discretion by the provisions of
this Agreement or by law as to whether any such power, authority
or discretion should or should not be exercised be subject to any
liability on account of the taking of or failure to take in good
faith any action respecting any such power, authority or
discretion or on account of the extent to which or the manner in
which any such action in good faith was taken, except only such
liability as may arise from such Trustee's own gross negligence
or willful default.- Each Trustee shall be entitled to
indemnification from the trust estate for any liability of
whatsoever character which such Trustee may incur on account of
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• •
the taking of or failure to take in good faith any action
respecting any such power, authority or discretion or on account
of the extent to which or the manner in which any such action in
good faith was taken, except only such liability as may arise
from such Trustee's own gross negligence or willful default.
IlA'TTr''T.T,' i7
Irrevocability; Additional Gifts;
Governing Law; Number and Gender
Section 5.1. Irrevocability. The Trust and any fund
created under this Agreement is intended to be and shall be
irrevocable, and the Donor hereby renounces any and every right,
power or authority which the Donor otherwise might or could have
to revoke, alter or amend this Agreement or any of the provisions
hereof, or the Trust or any fund created hereunder.
Section 5.2. Additional Gifts. The Donor and other
persons may by deed or other appropriate instrument give to the
Trustees additional funds, securities or properties, which shall
become and be a part of the trust estate of the Trust or a fund,
as the case may be, and as such shall be subject to all the
provisions of this Agreement relating thereto; provided, however,
that the Trustees shall have discretion to accept or reject any
such gift .
Section 5.3. Governing Law. This Agreement has been
delivered to and accepted by the party of the second part in
Pennsylvania and this Agreement and the Trust and each fund
created under this Agreement shall be administered and construed
in all respects in accordance with the laws of the Commonwealth
of Pennsylvania.
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•
•
Section 5.4. Number and Gender. Whenever used in this
Agreement, the singular shall include the plural, the plural
shall include the singular and the use of any gender shall be
applicable to any other gender or to all genders.
WITNESS the due execution hereof the day and year first
above written.
Signed, sealed and delivered
in the presence of:
---
,.
(SEAL )
(SEAL )
DOR J. TIN
Trustee
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•
COMMONWEALTH OF PENNSYLVANIA )
SS:
COUNTY OF ~' ~ G N~ )
On this, the g day of ~`~~-ems 2004, before
me, a Notary Public, personally appeared HARRIET JUNE
PIONTKOWSKI, known to me (or satisfactorily proven) to be the
person whose name is subscribed to the within instrument, and
acknowledged that she executed the same for the purposes therein
contained.
IN WITNESS WHEREOF, I hereunto set my hand and official
seal.
Not ry Public
COMIyf;~rJ`>'JE,yLT4-i OF PEI~iNSYLVANIA
i __.._.~___..
My Commission Expires : ~ notarial Seal
i Diana i_;~ rn ?-l:rnries, Notary Public
City of ,"i'itsbirrgh, Allegheny County
~~Iy Commission Expires Mar. 29, 2008
i'vizrnber, Pennsytvania Association of Notaries
t •
COMMONWEALTH OF PENNSYLVANIA )
SS:
COUNTY OF ~ ~ )
On this, the ~ day of ~~ _, 2004, before
me, a Notary Public, personally appeared DOROTHY J. MARTIN, known
to me (or satisfactorily proven) to be the person whose name is
subscribed to the within instrument, and acknowledged that she
executed the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand~and official
seal.
Notar`v Public
My Commission Expires:
NOTARIAL SEAL
JAMES E. GREEN, Notary Public
Camp Hill, Cumberland County
M Commissieri EIS " Iris d~lfi~ :6~ 2006
~~~~° ' ~~