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HomeMy WebLinkAbout11-03-10~""` ` , 1505610148 ~ ~ REV-1500 ex (°'-'°' PA Department of Revenue OFFICIAL USE ONLY Bureau of Individual Taxes County Code Year File Number Po Box zaosol INHERITANCE TAX RETURN 21 D8 952 Harrisburg, PA 17128-0601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW 080720$ 11251925 Decedent's Last Name Suffix Decedent's First Name M I DAVIS WILLLIAM S (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name MI DAVIS ALICE K Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE - - REGISTER OF WILLS FILL IN APPROPRIATE BOXES BELOW ® 1. Original Return ^ 4 Li it d E t t . m s a e e ^ 6. Decedent Died Testate (Attach Copy of Will) ^ 9. Litigation Proceeds Received ^ 2. Supplemental Return ^ 4a. Future Interest Compromise (date of death after 12-12-82) ^ 7. Decedent Maintained a Living Trust (Attach Copy of Trust) ^ 10. Spousal Poverty Credit (date of death between 12-31-91 and 1-1-95) ^ 3. Remainder Return (date of death prior to 12-13-82) ^ 5. Federal Estate Tax Return Required 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 LISA M COYNE 717-737-0464 .~ First line of address COYNE & COYNE, PC Second line of address 3901 MARKET STREET City or Post Office CAMP HILL State ZIP Code PA 170114227 REGISTER O ~ USE ONCaq -~, ~ ~ ~ `~-j ~ ~ C t ~ a ,~~~ ~~ ~ ~ ^~ m"` C-3 J ~ ~~ _ ~ t~."J a ~~ to DATE FILED Correspondent'se-mail address: LISAo1COYNEANDCOYNE • COM Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct and complete. Declaration of preparer othe personal representative is based on all information of which preparer has any knowledge. 1r,~ L 3620 LOGAN COURT APT 3C CAMP HILL, PA 17011 SIGNATURE OF PREPARER OTHER THAN REPRESENTATIVE DATE ADDRESS 3901 MARKET STREET CAMP HILL, PA 17011 PLEASE USE ORIGINAL FORM ONLY 1505610148 Side 1 9M4647 4.000 1505610148 J r~ ~6 ~~ 1505610248 REV-1500 EX oecedent'sName: DAVIS WILLLIAM S RECAPITULATION 1. Real Estate (Schedule A) 1. $ 2 6 2 , 4 3 2.8 0 2. Stocks and Bonds (Schedule B) . 2. 3. Closely Held Corporation, Partnership or Sole-Proprietorship (Schedule C) , 3, $0.00 $0.00 4. Mortgages and Notes Receivable (Schedule D) 4 $ 0 • 0 0 5. Cash, Bank Deposits and Miscellaneous Personal Property (Schedule E) 5, $ 3 0 , 8 7 6.9 9 6. Jointly Owned Property (Schedule F) ~ Separate Billing Requested 6. $ 0 • 0 0 7. Inter-Vivos Transfers 8 Miscellaneous Non- Probate Property (Schedule G) ~ Separate Billing Requested 7. $ 5 7 8 , 2 8 3.9 0 8. Total Gross Assets (total Lines 1 through 7) 8 $ 8 71, 5 9 3.6 9 9. Funeral Expenses and Administrative Costs (Schedule H), , g $ 3 0 , 015.0 4 10. Debts of Decedent, Mortgage Liabilities, and Liens (Schedule I) . 10. $ 2 , 8 8 3.21 11. Total Deductions (total Lines 9 and 10) , 11. $ 3 2 , 8 9 8.2 5 12. Net Value of Estate (Line 8 minus Line 11) 12, $ 8 3 8 , 6 9 5.4 4 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax has not been made (Schedule J) , , 13. $ 0 • 0 0 14. Net Value Subject to Tax (Line 12 minus Line 13) , 14. $ 8 3 8 , 6 9 5.4 4 TAX COMPUTATION -SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, or transfers un~er Sec. 9116 (a)(1.2)x.o_ $686,951.05 15. $0.00 16. Amount of Line 14 t xable 4.~ li x nealrate .o at $151,744.39 16. $6,828.50 17. Amount of Line 14 taxable at sibling rate X .12 $ 0 . 0 0 17. $ 0 • 0 0 18. Amount of Line 14 taxable at collateral rate X .15 $ 0 . 0 0 18. $ 0 • 0 0 19. TAX DUE 1s. $6, 828.50 20. FILL IN THE BOX IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT Side 2 1505610248 1505610248 9M4648 4.000 REV-150CxEX Page 3 Decedent's Complete Address: File Number DECEDENTS NAPIIE AV STREET ADDRESS CITY CAMP H LL STATE PA ZIP 0 Tax Payments and Credits: 1. Tax Due (Page 2, Line 19) 2. Credits/Payments A. Prior Payments $12 , 0 0 0. 0 0 B. Discount $ 3 41 • 4 3 3. Interest (1) $6, 828.50 Total Credits (A + B) (2) 4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. Fill in box on Page 2, Line 20 to request a refund. $12,341.43 (3) $0.00 (a) $5,512.93 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. (5) $ 0 • 0 0 Make check payable to: REGISTER OF WILLS, AGENT. PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: Yes No a. retain the use or income of the property transferred; 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 Dec. 12, 1982, did decedent transfer property within one year of death without receiving adequate consideration? . ^ i hi h d th? " " ^ er ty at s or ea or payable-upon-death bank account or secur 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? IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. For dates of death on or after July 1, 1994, and before Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 3 percent [72 P.S. §9116 (a) (1.1) (i)]. For dates of death on or after Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0 percent [72 P.S. §9116 (a) (1.1) (ii)]. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1, 2000: • The tax rate imposed on the net value of transfers from a deceased child 21 years of age or younger at death to or for the use of a natural parent, an adoptive parent or a stepparent of the child is 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 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 12 percent [72 P.S. §9116(a)(1.3)]. Asibling is defined, under Section 9102, as an individual who has at least one parent in common with the decedent, whether by blood or adoption. 9M4671 2.000 REV-1502 ;V(+ (01-10) pennsylvania DEPARTtu~Ni OF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF: SCHEDULE A REAL ESTATE FILE NUMBER: Willlism S. Davis 21 08 952 All real property owned solely or as a tenant in common must be reported at fair market value. Fair market value is defined as the price at which property would be exchanged between a willing buyer and a willing seller, neither being compelled to buy or sell, both having reasonable knowledge of the relevant facts. Real property that fa jointly~owned with right of survivorship must be disclosed on Schedule F. Attach a copy of the settlement sheetrf the property has been sold. ITEM Include a copy of the deed showing decedent's interest if owned as tenant in common. NUMBER DESCRIPTION 1. 3620 Logan Court,Apt 3C Camp Hill, PA 17011 (Condo) TOTAL (Also enter on Line 1, Recapitulation.) I S swaess z.ooo If more space is needed, use additional sheets of paper of the same size. VALUE AT DATE OF DEATH $262,432.80 $262,432.80 REV-1508 EX + (6.98) SCHEDULE E COMMONwES4LTH OF PENNSYLVANIA CASH, BANK DEPOSITS, 8a MISC. INHERITANCE TAX RETURN RESIDENT DECEDENT PERSONAL PROPERTY ESTATE OF FILE NUMBER Willlism S. Davis 21 08 952 Include the proceeds of litigation and the date the proceeds were received by the estate. 3w46nD 1.000 (If more space is needed, insert additional sheets of the same size) REV-151!1 EX + (OS-09) Pennsylvania DEPARTMENT OF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE G INTER-VIVOS TRANSFERS AND MISC. NON-PROBATE PROPERTY Willliam S. Davis 21 08 952 This schedule must be completed and filed if the answer to any of questions 1 through 4 on page three of the REV-1500 is yes. ITEM NUMBE DESCRIPTION OF PROPERTY INCLIDETFEW~MEOFTFETRANSFEREE,THEIRRELATIONSMPTODECEDEMAND TI'EDATEOFTRNSFERATfAGiACOWOFTFEDEEDFORREALESTATE. DATE OF DEATH VALUE OF ASSET %OFDECD'$ INTEREST EXCLUSION IFAPPUCABLE TAXABLE VALUE 1• Morgan Stanley IRA Acct. No. 410-038499-042 Alice K. Davis, Wife, is beneficiary $434,165.67 100.0000 $0.00 $434,165.67 2 Morgan Stanley IRA No. 410-028278-042 Alice K. Davis, Wife, is beneficary $144,118.23 100.0000 $0.00 $144,118.23 TOTAL (Also enter on line 7, Recapitulation) $ $578,283.90 If more space is needed, use additional sheets of paper of the same size. 9W46AF 2.000 REV•1511 EX+ (10.09) pennsylVania DEPARTbENTOF REVENUE INHERITAjlCE TAX RETURN RESIDENT DECEDENT ADMINISTRATIVE COSTS: Personal Representative Commissions: Name(s) of Personal Representative(s) Street Address ESTATE OF FILE NUMBER Willliam S. Davis 21 08 952 Decedent's debts must be reported on Schedule I. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES: ~ Myers-Harper Funeral Home $2,770.00 2 Bowling Green Cemetery $3,148.00 B. 1 2. 3. a. 5. 6. ~. 1 2 3 City Year(s) Commission Paid: SCHEDULE H FUNERAL EXPENSES AND ADMINISTRATIVE COSTS State ZIP Attorney Fees: Family Exemption: (If decedent's address is not the same as claimant's, attach explanation.) Claimant Alice K. Davis Street Address 3620 Logan Court Apt 3C City Camp Hill State PA ZIP 17011 Relationship of Claimant to Decedent WIFE Probate Fees: Accountant Fees: Tax Return Preparer Fees: Patriot News Cumberland Law Journal Inheritance Tax Filing Total from continuation schedules . $15,000.00 $3,500.00 $394.00 $825.00 $1,000.00 $134.34 $75.00 $15.00 $3,153.70 9W46AG 2.000 TOTAL (Also enter on Line 9, Recapil If more space is needed, use additional sheets of paper of the same size. $ 530,015.04 Estate of: Willliam S. Davis Schedule H Part 7 (Page 2) 4 Merry Maids 21 08 952 $153.70 5 Reserve $3,000.00 Total (Carry forward to main schedule) $3,153.70 REV-15 t2 EX+ (12-oB) pennsylvania SCHEDULE DEPARTUENTOF REVENUE DEBTS OF DECEDENT, INHERITANCE TAX RETURN MORTGAGE LIABILITIES 8 LIENS RESIDENT DECEDENT ESTATE OF FILE NUMBER Willliam S. Davis 21 08 952 Report debts incurred by the decedent prior to death that remained unpaid at the date of death, including unreimbursed medical expenses. swasAH z.ooo If more space is needed, insert additional sheets of the same size. REV-1513 EX+ (01-10) + Pennsylvania DEPARTbEN70F REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE J BENEFICIARIES FILE NUMBER: IMBER NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY TAXABLE DISTRIBUTIONS [Include outright spousal distributions and transfers under Sec. 9116 (a) (1.2).] 1. William S Davis Trust (children are remaindermen) 100 of Residue: $151,744.39 RELATIONSHIP TO DECEDENT AMOUNT OR SHARE Do Not list Trustee(s) OF ESTATE Credit Shelter T ~ $151,744.39 ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 18 OF REV-1500 COVER SHEET, AS APPROPRIATE. II NON-TAXABLE DISTRIBUTIONS A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECT10N TO TAX IS NOT TAKEN: 1 B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS: 1 TOTAL OF PART II -ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET. ~ S $ 0.00 If more space is needed, use additional sheets of paper of the same size. gW46Al 2.000 Estate of:~ Willliam S. Davis Schedule J Part 1 (Page 2) Item No. Description 2 Alice K. Davis 3620 Logan Court Apt 3C Camp Hill, PA 17011 Life Estate in William S. Davis Trust $98,667.15 Morgan Stanley IRA Acct. No. 410-038499-042 Alice K. Davis, Wife, is beneficiary Inventory Value: $434,165.67 Personal Property Inventory Value: $10,000.00 Morgan Stanley IRA No. 410-028278-042 Alice K. Davis, Wife, is beneficary Inventory Value: $144,118.23 Relation Surviving Spouse 21 08 952 Amount $686,951.05 REV-1514 EX+(4-09) SCHEDULE K Pennsylvania LIFE ESTATE, ANNUITY DEPARTMENT OF REVENUE ~ TERM C E RTAI N Bureau °f Indiadual Taxes Po s°x28o6o, Harrisburg PA 17128-0601 CHECK BOX 4 ON REV-1500 COVER SHEET ( ) ESTATE OF FILE NUMBER Willliam S. Davis 21 OS 952 This schedule should be used for all single-life, joint or successive life estate and term-certain calculations. For dates of death prior to 5-1-89, actuarial factors for single-life calculations can be obtained from the Department of Revenue. Actuarial factors can be found in IRS Publication 1457, Actuarial Values, Alpha Volume for dates of death from 5-1-89 to 4-30-99, and in Aleph Volume for dates of death from 5-1-99 and thereafter. Indicate below the type of instrument that cre ^ Will ated the future interest below and attach a copy of it to the tax return. ~ Intervivos Deed of Trust ^ Other NAME OF LIFE TENANT DATE OF BIRTH NEAREST AGE AT DATE OF DEATH TERM OF YEARS LIFE ESTATE IS PAYABLE Alice K. Davis 12/12/1937 71 Life or Term of Years Life or Term of Years Life or Term of Years Life or Term of Years Life or Term of Years 1. Value of fund from which life estate is payable ... .................. $ $250, 411.54 2. Actuarial factor per ap ro riate table .. ... ....... .. .. ... 0.39402 Interest table rate - ^ 3.5% ^ 6% ^ 10% ~ Variable Rate 4.20000 3. Value of life estate (Line 1 multiplied by Line 2) .. ........... $ $98, 667.16 NAME OF LIFE ANNUITANT DATE OF BIRTH NEAREST AGE AT DATE OF DEATH TERM OF YEARS ANNUITY IS PAYABLE Life or Term of Years Life or Term of Years Life or Term of Years I I Life or n Term of Years 1. Value of fund from which annuity is payable .... ........................ $ 2. Check appropriate block below and enter corresponding number , .. ...... . Frequency of payout -^ Weekly (52) Bi-weekly (26 Monthly (12) ^ Quarterly (4) ^Serni-annually (2) ^ Annually (1) Other ( ) 0 3. Amount of payout per period . . . . . . . ... . . . . ............... . . . . . . . . . . $ 4. Aggregate annual payment, Line 2 multiplied by Line 3 . . . . . . . .............. . . 5. Annuity Factor (see instructions) Interest table rate -^ 3 1 /2% ^ 6% ^ 10% ^ Variable Rate 0.00000 6. Adjustment Factor (See instructions.) .. .. .... .. ............ ...... . 7. Value of annuity - If using 3.5%, 6%, or 10%, or 'rf variable rate and period payout is at end of period, calculation is: Line 4 x Line 5 x Line 6 , ...... .... $ If using variable rate and period payout is at beginning of period, calculation is: (line 4 x Line 5 x Line 6) + Line 3 .................. .... .. ............ $ au.uu 0.000 $0.00 $0.00 0.00000 0.00000 $0.00 $0.00 NOTE: The values of the funds that create the above future interests must be reported as part of the estate assets on Schedules A through G of the tax return. The resulting life or annuity interest should be reported at the appropriate tax rate on Lines 13 and 15 through 18 of the return. If more space is needed, use additional sheets of the same size. tiW46AJ 1.010 REV-1649 EX+ (6_g6) SCHEDULE O COMMONWEALTH OF PENNSYLVANIA INh)ERITANCE TAX RETURN RESIDENT DECEDENT ELECTION UNDER SEC. 91131 (SPOUSAL DISTRIBUTIONS FILE NUMBER ESTATE OF Willliam S. Davis 21 08 952 Do not complete this schedule unless the estate is making the election to tax assets under Section 9113(A) of the Inheritance & Estate Tax Act. If the election applies to more than one trust or similar arrangement, a separate form must be filed for each trust. This election applies to the William S . Davis Trust Trust (marital, residual, A, B, By-pass, Unified Credit, etc.) If a trust or similar arrangement meets the requirements of Section 9113(A), and: a. The trust or similar arrangement is listed in Schedule O, and b. The value of the trust or similar arrangement is entered in whole or in part as an asset on Schedule O, then the transferors personal representative may specifically identify the trust (all or a fractional portion or percentage) to be included in the election to have such trust or sim- ilar property treated as a taxable transfer in this estate. If less than the entire value of the trust or similar property is included as a taxable transfer on Schedule O, the personal representative shall be considered to have made the election only as to a fraction of the trust or similar arrangement. The numerator of this fraction is equal to the amount of the trust or similar arrangement included as a taxable asset on Schedule O. The denominator is equal to the total value of the trust or similar arrangement. PART A: Enter the description and value of all interests, both taxable and non-taxable, regardless of location, which pass to the decedent's surviving spouse under a Section 9113(A) trust or similar arrangement. Description William S. Davis Trust VALUE $250,411.54 Part A Total $ 250 411.54 PART B: Enter the descri tion and value of all interests included in Part A for which the Section 91 13 A election to tax is bein made. Description William S. Davis Trust Value $250,411.54 Part B Total $ $250 411.54 (If more space is needed, insert additional sheets of the same size) 3W46E2 2.000 Ym ~ ,/. ~, €~ ~ j ` ~_ ~~: ; ~- = ~ . f. }.~ ~ k REGISTER OF WILI C~JMBERLAND CO PENNSYLVANIA ..( ~ ~ p ~~ z ~ . -~~ _ ,~. CERTIfICATE OF GRANT OF LETTERS s No . 2008- 00952 Estate Of: WILLIAM S DAVIS PA No . 21- 08- 0952 /First, Middle, Lastl Late Of : HAMPDEN TOWNSHIP CUMBERLAND COUNTY Deceased Social Security No : WHEREAS, on the 22nd day of September 2008 instruments dated: January 14th 9982 October 20th 1992 January 28th 1997 to probate as the last will and codicil of W/LL/AM S DAV/S were admitted /First, Middle, Lasil late of HAMPDEN TOWNSH/P, CUMBERLAND County,/ who died on the 7th day of August 2008 and, WHEREAS, a true copy of the will &codicil as probated is annexed hereto THEREFORE, I, GLENDA EARNER STRASBAUGH Register of Wi 11 s in and for CUMBERLAND-County, in the Commonwealth of Pennsylvania, hereby certify that I have this day granted Letters TESTAMENTARY to: ALICE K DAVIS and JAMES W DAVIS who have duly qualified as EXECUTOR(R/X) and have agreed to administer the estate according to law, all of which fully appears of record in my office at CUMBERLAND COUNTY COURT HOUSE, CARLISLE, PENNSYL VANIA. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seal of my office on the 22nd day of September 2008. * *NOTE* * ALL NAMES ABOVE APPEAR (FIRST, MIDDLE, LAST) SECOND CODICIL TO WILL OF WILLIAM S. DAMS I, WILLIAM S. DAMS, of Cumberland County, Pennsylvania, declare this to be the second codicil to my will executed on January 14, 1982. 1. I hereby add a new. paragraph 1.5 to my said will, to be inserted immediately following paragraph 1 thereof, and to read in its entirety as follows: 1.5 Trust of Residence. If, without regard to paragraph 3 below, my wife Alice K. Davis survives me, then I give and devise to the Trustee(s) hereinafter named the condominium unit in Hampden Township known. as Apartment No. 3-C, 3620 Logan Street Ext., Camp Hill, Pennsylvania 1701 1, including all my rights relating thereto, including but not limited to parking rights and interests in Limited Common Elements and in Common Elements, in trust, to permit my wife to occupy the same for such period as she may wish. During the period that my wife exercises her right to occupy the home: (a) she shall not be obligated to pay any rent, (b) the Trustee(s) of the Residuary Trust under the Agreement of Trust referred to in paragraph 2 below shall pay from the Residuary Trust all mortgage payments, real estate taxes, water and sewage bills, and the cost of homeowners insurance and of any necessary major repairs relating to said unit; and (c) my wife shall pay the cost of electricity, fuel oil, gas, telephone, maintenance, and other current expenses, and she may permit others to reside at the home with her. When my wife (in the judgment of the Trustee(s) under this paragraph 1.5) no longer continues to reside at the home, or gives to said Trustee(s) her express written consent, said unit, including all rights and interests relating thereto, shall cease to be subject to this paragraph 1.5 and shall be sold and the proceeds of the sale shall be added to the Residuary Trust under the aforementioned Agreement of Trust. The Trustee(s) under this paragraph 1.5 may require my wife to execute a written lease or other agreement setting forth the terms stated in this paragraph 1.5, and any other terms to which both parties agree, as a condition of my wife's continuing occupancy. 2. I hereby amend paragraph 2 of my said will (previously amended by my First Codicil) to read in its entirety as follows: 2. Residue. I bequeath, devise, and appoint all the rest of my property, of whatever nature and wherever situated, including property over which I hold a power of appointment, except that I do not exercise any power of appointment given to me by my wife, to Dean Witter Trust Company and Alice K. Davis, Trustees under an Agreement of Trust executed by me on January 14, 1982, as amended, to be held by them and added to and administered as part of the trust established by said Agreement. Said trust is in existence as of the date of the execution of this will, and it is my intention to incorporate its terms and any amendments thereto herein by reference. 3. I hereby amend paragraph 5 of my said will to read in its entirety as follows: 2 5. Facility of Payments for Minors or Incompetents. Any amounts or property which are payable or distributable hereunder to a minor or incompetent may, at the discretion of the fiduciaries, be paid to the parent or guardian of such minor or incompetent, to the person with whom such minor or incompetent resides, or directly to such minor or incompetent, or may be applied for the use or benefit of such minor or incompetent. Any amounts or property payable or distributable to a person under the age of twenty-one (21) years may in the discretion of the fiduciary involved be paid or distributed to a custodian for such person under the Pennsylvania Uniform Transfers to Minors Act. 4. I hereby amend paragraph 9 of my said will to read in its entirety as follows: 9. I appoint as executors hereunder my wife Alice K. Davis, and my son, James W. Davis, of Etters, Pennsylvania. I appoint Dauphin Deposit Bank and Trust Company as Trustee of the Trust of Residence governed by paragraph 1.5 above. My executors shall serve as guardians of the property of any minor beneficiaries hereunder, under any instrument of trust executed by me, under any policies of insurance on my life, and in any other situation in which the power to make such appointment exists under the laws of Pennsylvania. No fiduciary named herein shall be required to furnish bond or other security for the proper performance of his duties hereunder. 5. In all other respects, my said will, subject to any earlier codicils, shall remain unchanged. 3 IN WITNESS WHEREOF, I, William S. Davis, herewith set my hand to this, a codicil to my last Will, typewritten on five (5) sheets of paper including the self-proving attestation clause and signatures of witnesses, this ~~ day of ,~~ , 1997. ,f t ~-~ t. ~;~ ,, t ~~ ~-z ,~.~._......__. °'" • ~- ~r- , ; ~ _ (SEAL) ~., William S. Davis ` Witnessed: ~' =-~- ., ~~ ~-1 ,,~~~ ~ ~`~ ~ ~~ E.v~°"~~'V residing at ~c~~.~.-.~i.~.~.. ~`' ,~ ~ r~ ~~~~ residing at ' ~ `~~td~~ COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF DAUPHIN William S. Davis (the testator), (1LK~.c.~,. ~. ~~.~.;~ and /~ ~ (the witnesses), whose names are signed to the foregoing instrument, being first duly sworn, each hereby declares to the undersigned authority that the testator signed and executed the instrument as a codicil to his last will in the presence of the witnesses and that he had signed willingly, and that he executed it as his free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of the testator, signed the codicil as witness and that to the best of his knowledge the testator was at that time eighteen years of age or older, of sound mind and under no constraint or undue influence. TESTATOR: ,~:; ~„_.. , William/S. Davis 4 WITNESS: WITNESS: r ,k t~--~-~ J Subscribed, sworn to and acknowledged before me by William S. Davis, the testator, and subscribed and sworn to before me by t li~_~ce_ ~ /~~'i1~~ and ~p).~p~~ /~ . (~/c.~„ ,the witnesses, this ~k day of ~ , 1997. ~'~ Notary Public (SEAL) Notarial Seal Jennie E. Row, Notary Public Lower Paxton Twp., Dauphin County My Commission Expires Jan. 19, 2001 Member, Pennsylvania Association of Notaries FIRST CODICIL TO WILL OF WILLIAM S. DAVIS I, WILLIAM S. DAVIS, of Cumberland County, Pennsylvania declare this to be the first codicil to my will executed on January 14, 1982. 1. I hereby amend paragraph 2 of my said will to read in its entirety as follows: 2. I bequeath, devise, and appoint all the rest of my property, of whatever nature and wherever situated, including property over which I hold a power of appointment, except that I do not exercise any power of appointment given to me by my wife, to Dean Witter Trust Company and Alice K. Davis, Trustees under an Agreement of Trust executed by me on January 14, 1982, as amended, to be held by them and added to and administered as part of the trust established by said Agreement. Said trust is in existence as of the date of the execution of this will, and it is my intention to incorporate its terms and any amendments thereto herein by reference. 2. I hereby amend paragraph 9 of said will to read in its entirety as follows: 9. I appoint as executors hereunder my wife Alice K. Davis, and Dean Witter Trust Company, of Jersey City;, New Jersey. If my wife should be unable or unwilling to serve, or to complete the administration of my estate, then my sons, Paul K. Davis and James W. Davis, shall serve in her place. My executors shall serve as guardians of the property of any minor beneficiaries hereunder, under any instrument of trust executed by me, under any policies of insurance on my life, and in any other situation in which the power to make such appointment exists under the laws of Pennsylvania. No fiduciary. named herein shall be required to furnish bond or other security for the proper performance of his duties hereunder. 3. In all other respects, my said will, subject to any earlier codicils, shall remain unchanged. IN WITNESS WHEREOF, I, William S. Davis, herewith set my hand to this, a codicil to my last Will, typewritten on three (3) sheets of paper including ` the self-proving attestation clause and signatures of witnesses, this ~~ day of ~r ,~-~Gy 1992. ~1~{'~"~°~ -~~"~ (SEAL) . W LIAM S. DAVIS Witnessed: t ~ ~ ~, residing at ~F°°~yf.~.~.d,~.i.Z;.~(G ~~ E ~ ~~'}~ residing at ,~ '~/ l' - 2 - WILL OF WILLIAM S. DAVIS I, WILLIAM S. DAVIS, of Cumberland County, Pennsylvania, declare this to be my will and hereby revoke all prior wills and codicils made by me. 1. I bequeath to my wife, Alice K. Davis, all of my medical equipment and books and all of my tangible personal property not used in business or for the production of income, including without limitation furniture, furnishings, clothing, jewelry, objects of art and decoration, and the like, and any automo- biles which I own, together with the insurance thereon, if she survives me. If my wife does not survive me, then I bequeath all said property, together with the insurance thereon, per stirpes to my issue. 2. I bequeath, devise, and appoint all the rest of my property, of what- ever nature and wherever situated, including property over which I hold a power of appointment, except that I do not exercise any power of appointment given to me by my wife, to The Commonwealth National Bank and Alice K. Davis, Trustees under an Agreement of Trust executed by me on :~;~„~,~f.;,~g. ~ C~ , 19~~,~-, to be J' held by them and added to and administered as part of the trust established by said Agreement. Said trust is in existence as of the date of execution of this will, and it is my intention to incorporate its terms and any amendments thereto herein by reference. 3. If any beneficiary should die within sixty (60) days after me or within sixty (60) days after the death of any person, survival of whom determines his rights hereunder, then he shall be deemed to have predeceased me or such other person for all purposes of this will. 4. No interest (whether in income or principal, whether or not a remainder interest, and whether vested or contingent) of any beneficiary hereunder shall be subject to anticipation or to pledge, assignment, sale or transfer in any manner, nor shall any beneficiary have power in any manner to charge or encumber his said interest, nor shall the said interest of any beneficiary be liable or subject in any manner while in the possession of my fiduciaries for any liabi- lity of such beneficiary, whether such liability arises from his debts, contracts, torts, or other engagements of any type. 5. Any amounts or assets which are payable or distributable to a minor hereunder may, at the discretion of my fiduciaries, be paid to the parent or guardian of such minor, to the person with whom such minor resides, or directly to such minor, or may be applied for the use or benefit of such minor. 6. In addition to such other powers and duties as may have been granted elsewhere herein, or which may be granted by law, my fiduciaries hereunder shall have the following powers and duties, without necessity of notice to or consent of any court: (a) To retain all or any part of my property, real or personal, in the form in which it may be held at the time of its receipt, including any closely held business in which I have an interest and the stock of any cor- porate fiduciary hereunder, as long as in the exercise - 2 - of their discretion it may be advisable so to do, not- withstanding that said property may not be of a character authorized by law. (b) To invest and reinvest any funds held hereunder in any property, real or personal, including, but not by way of limitation, bonds, preferred stocks, common stocks and other securities of domestic or foreign corporations or investment trusts, mortgages or mortgage participations, mutual funds with or without sales or redemption charges, and common trust funds, even though such property would not be considered appropriate or legal for a fiduciary apart from this provision. (c) To sell, convey, exchange, partition, give options to buy or lease upon, or otherwise dispose of any Property, real or personal, at the time held by them, at public or private sale or otherwise, for cash or other consideration or on credit, and upon such terms and for such price as they may determine, and to convey such property free of all trusts. (d) To borrow money from any person, including any fiduciary hereunder, for any purpose in connection with the administration hereof, to execute promissory notes or other obligations for amounts so borrowed, to secure - 3 - the payments of such amounts by mortgages or pledges of any property, real or personal, which may be held hereunder. (e) To make loans, secured or unsecured, in such amounts, upon such terms, at such rates of interest, and to such persons, firms, or corporations as they may deem advisable . (f) To renew or extend the time for payment of any obligation, secured or unsecured, payable to or by them as fiduciaries, for as long a period or periods of time and on such terms, as they may determine, and to adjust, settle, and arbitrate claims or demands in favor of or against them. (g) In dividing or distributing any property, real or personal, included herein, to divide or distribute in cash, in kind, or partly in cash. and partly in kind. (h) Without limitation of powers elsewhere granted therein, to hold, manage and develop any real estate which may be held by them at any time, to mortgage any such property in such amounts and on such terms as they may deem advisable, to lease any such pro- perty for such term or terms and upon such conditions and rentals as they may deem advisable, irrespective of - 4 - ~~ whether the term of any such lease shall exceed the period permitted b y law or the probable period of reten- tion under this instrument; to make repairs, replacements and improvements, structural or otherwise, in connection with any such property, to abandon any such property which they may deem to be worthless or not of sufficient value to warrant keeping or protecting, and to permit any such property to be lost by tax sale or any other proceedings. (i) To employ such brokers, banks, custodians, investment counsel, attorneys, and other agents, and to delegate to them such duties, rights and powers as they may determine, and for such periods as they think fit. (j) To register any securities at any time in their own names, in their names as fiduciary, or in the names of nominees, with or without indicating the trust character of the securities so registered. (k) With respect to any securities forming a part of the trust, to vote upon any proposition or election at any meeting of the corporation issuing such securi- ties, and to grant proxies, discretionary or otherwise, to vote at any such meeting; to join or become a party to any reorganization, readjustment, merger, voting trust, consolidation or exchange, and to deposit any - 5 - such securities with any committee, depository, trustee or otherwise, and to pay out of the assets held hereunder, any fees, expenses and assessments incurred in connection therewith, to exercise conversion, subscription or other rights, and to receive or hold any new securities issued as a result of any such reorgani- zation, readjustment, merger, voting trust, con- solidation, exchange or exercise of conversion, subscription or other rights and generally to take all action with respect to any such securities as could be taken by the absolute owner thereof. (1) To purchase, lease, or sell assets from or to, and otherwise enter into transactions with, the estate of my wife or any trust established by her or me, even if they are fiduciaries or beneficiaries thereof. (m) To exercise all elections which they may have with respect to income, gift, estate and inheritance taxes, including without limitation execution of joint income tax returns, election to deduct expenses in coputing one tax or another, election to split gifts, and election to pay or to defer payment of any tax, in all events without their being bound to require contri- bution from any other person. - 6 - (n) To operate, own, or develop any business or property held hereunder in any form, including without limitation sole proprietorship, limited or general part- nership, corporation, association, tenancy in common, condominium, or any other, whether or not they have restricted or no management rights, as they in their discretion think best. 7. In the event that there shall be disagreement among the fiduciaries hereunder as to the retention, disposition, acquisition, or modification of the terms of any investment, the decision of my wife as fiduciary shall prevail over that of the corporate fiduciary, but this paragraph shall not be applied to permit any self-dealing with my wife. 8. I direct that all estate, inheritance, and succession taxes that may be assessed in consequence of my death, of whatever nature and by whatever juris- diction imposed, other than generation-skipping taxes, shall be paid out of the principal of my general estate to the same effect as if said taxes were expenses of administration, except that any said taxes imposed on account of my interest in any trust established by my wife shall be paid out of the property held in such trust, and all other property includible in my taxable estate for federal or state tax purposes, whether or not passing under this will, shall be free and clear thereof; provided, however, that my executors may in their discretion request payment of any portion or all. of said taxes (otherwise to be paid out of the principal of my general estate) out of the principal of any trust established by me, to the extent expressly authorized under the terms of said trust. - 7 - 9. I appoint as executors hereunder my wife Alice K. Davis, and the Commonwealth National Bank, of Harrisburg, Pennsylvania. If my wife should be unable or unwilling to serve, or to complete the administration of my estate, then my sons, Paul K. Davis and James W. Davis, shall serve in her place. My executors shall serve as guardians of the property of any minor beneficiaries hereunder, under any instrument of trust executed by me, under any policies of insurance on my life, and in any other situation in which the power to make such appointment exists under the laws of Pennsylvania. No fiduciary named herein shall be required to furnish bond or other security for the proper performance of his duties hereunder. IN WITNESS WHEREOF, I, William S. Davis, herewith set my hand to this, my last Will, typewritten on nine (9) sheets of paper including the self-proving t attestation clause and signatures of witnesses, this f t~~;day of E ~,e~~,~ ~ ~ ~`~,. ~~` ~ ~ -~..~. '~__, ~ `'~~ ~ p . ~ SEAL ) WILLIAM S. DAVIS ~ Witnessed: ( ~,,`. ~ ~ ' ~. F,~~ '~ ~ c~3.n.c, residing at ~ h,,;.,~..~ ~' residing residing a - 8 - COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF DAUPHIN William S. Davis, (the testator), Donald R. Waisel , H, Lee Roussel , and Clayton L. Bloom , (the witnesses), whose names are sgned to the foregoing instrument, being first duly sworn, each hereby declares to the undersigned authority that the testator signed and executed the instrument, as his last will in the presence of the witnesses and that he had signed willingly, and that he executed it as his free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearng of the- testator, signed the will as witness and that to the best of his knowledge the testator was at that time eighteen years of age or older, of sound mind and under no constraint or undue influence. WITNESS: ,.~., - '~ TESTATOR: WILLIAM S. DAVIS WITNESS: WITNESS ,~-_, ,, ,~ r :'v .. ,/ J /...-~'~ ~~ Subscribed, sworn to and acknowledged before me by illiam S. Davis, the testa- ,. ! (- /~ f Notary Public 4,.~ (SEAL) Lennie E. P,osv, EdOTARY PUBLIC My Commission Expires January 19, 1985 ilarrisburg, PQ Dauphin County r tor, and subscribed and sworn to before me by ~~ -'~~"`~~~ ~~- ~-~~~-~>.r~~ .~ ~~`~~~~-; ~~ r~~~~rrh-r_- , and ~,/ ,~~ ,sr1-n'~-~'-s:~,ty~``~ , the witnesses, this r `~ / -r day of ~/_~/~ !~'~~-~~~" z~ 198~Y . U - - 9 - THIRD AMENDMENT TO AGREEMENT OF TRUST BY THIS THIRD AMENDMENT, executed on ~ ~ , 1997, WILLIAM S. DAMS, as Settlor, and ALICE K. DAMS, as Trustee, hereby amend the Agreement of Trust between them dated January 14, 1982, and DEAN WITTER TRUST COMPANY (added herein as a Trustee) joins in this Amendment, as follows: A corporate Trustee is added and the first sentence of said Agreement of Trust is hereby amended to read in its entirety as follows: BY THIS AGREEMENT, executed on January 14, 1982, WILLIAM S. DAMS, of Cumberland County, Pennsylvania, as Settlor, hereby establishes a trust for the proceeds of certain policies of insurance, and ALICE K. DAMS, his wife, and. DEAN WITTER TRUST COMPANY, of Jersey City, New Jersey, as Trustee, hereby agree to hold said proceeds, and such additional property as may be placed in trust hereunder by Settlor or any other person (whether during lifetime or by testamentary act), in trust subject to the terms and conditions set forth below. 2. Subparagraph (a) of paragraph 3 of said Agreement is hereby amended to provide that the reference therein to maximum marital deduction shall include an unlimited marital deduction, provided, however, that the amount passing to Trust A shall not exceed in value the minimum amount needed, if any, after taking into account all other items (whether or not passing under said Agreement) that qualify for the marital deduction, to reduce to zero (after all deductions and credits) the federal estate tax on Settlor's estate. Subparagraph (b) of paragraph 3 of the Agreement of Trust is hereby amended to read in its entirety as follows: (b) If Settlor's wife does not survive him, then at Settlor's death all the property passing hereunder shall be distributed free of trust per stirpes to Settlor's issue, provided, however, that if any of said issue is a grandchild or more remote descendant of Settlor who has not attained the age of thirty-five (35) years, his share shall be held in a separate trust for him under the terms of paragraph 6 below. If Settlor is not survived by his wife and is not survived by any of his issue, then at his death all property passing hereunder shall be distributed free of trust, to the then-surviving widows (if any) of Settlor's sons Paul and James, or, if neither survives Settlor, then, one half to Settlor's niece, Barbara J. Stettler (daughter of Settlor's brother James W. Davis), or, if she does not survive Settlor, per stirpes to her issue, and one half to Settlor's nephew, William Robert Davis (son of Settlor's brother James W. Davis), or, if he does not survive Settlor, per stirpes to his issue, provided, however, that if any taker under this sentence has not attained the age of thirty-five (35) years, his share shall be held in a separate trust for him under the terms of paragraph 6 below. 4. Paragraph 5 of said Agreement of Trust is hereby amended by adding a new subparagraph (b 1) immediately following subparagraph (b) thereof, to read in its entirety as follows: -2- (b 1) The Trustee shall pay from the income or principal or both of the Residuary Trust (as the corporate Trustee shall decide) the amount of all mortgage payments, real estate taxes, water and sewage bills,:and the cost of homeowners insurance and of any necessary major repairs relating to the property held in the Trust of Residence under Settlor's last will. Said payments shall be paid either to the Trustee of the said Trust of Residence, or directly to the person ultimately entitled thereto, and at such times, as the Trustee hereunder and the Trustee of said Residuary Trust may from time to time reasonably agree. The second sentence of paragraph 5(e) of .said Agreement is hereby amended to read in its entirety as follows: To the extent that Settlor's wife should fail to exercise her limited power of appointment over the Residuary Trust subject to this paragraph 5, then upon the death of Settlor's wife, the balance-held in the Residuary Trust shall be distributed free of trust per stirpes to Settlor's issue, or, if none of Settlor's issue survives Settlor's wife, said balance shall be distributed free of trust, to the so-surviving widows (if any) of Settlor's sons, Paul and James, or, if neither survives Settlor's wife, then, one half to Settlor's niece, Barbara J. Stettler, or, if she does not survive Settlor's wife, per stirpes to her issue, and one half to Settlor's nephew, William Robert Davis, or, if he does not survive Settlor's wife, per stirpes to his issue, provided, however, that if any taker under this sentence (other than a child -3- of Settlor) has not attained the age of thirty-five (35) years, his share shall be held in a separate trust for him under the terms of paragraph 6 below. (. Subparagraph (c) of paragraph 6 of said Agreement is hereby amended to read in its entirety as follows: (c) i i *ri'vut;c,n of Separate Trust. When such beneficiary shall have attained the age of twenty-five (25) years, the Trustee shall distribute to him at his written request one-third (1/3) of the remaining principal balance then held in his separate trust; when such beneficiary shall have attained the age of thirty (30} years, the Trustee shall distribute to him at his written request one-half (1 /2) of the remaining principal balance; and when such beneficiary shall have attained the age of thirty-five (35) years, the Trustee shall distribute to him at his written request the entire balance held in his separate trust. If such beneficiary should die before making proper request for the entire balance in his separate trust, then the entire balance in his separate trust shall at his death be distributed outright or in trust, in such sums or proportions as such beneficiary may direct in his last will, expressly referring to his separate trust hereunder, but only among the issue of Settlor's parents, the issue of the parents of Settlor's wife, the spouses or former spouses of the foregoing and persons gifts to whom are then allowable as deductions under Section 2055 of the Internal Revenue Code (or any successor rovision); and to the extent that such beneficiary shall fail to exercise effectively P -4- his limited power of appointment hereunder, the aforementioned balance in his separate trust shall then be distributed per stirpes to his issue, or, if no such issue are then living, per stirpes to the issue of his parent who is a child or more remote descendant of a parent of Settlor, or, if none are then living, per stirpes to the issue of his grandparent who is a child or more remote descendant of a parent of Settlor, or, if none are then living, per stirpes to the issue of the Settlor, with the share of any such issue for whom property is then held in or payable to a separate trust under this paragraph 6 being added to such separate trust, or, if no issue of Settlor are then living, said balance shall. be distributed free of trust to the then-surviving widows (if any) of Settlor's sons, .Paul and James, or, if neither survives the beneficiary, then, one half to Settloi's niece, Barbara J. Stealer, or, if she does not survive the beneficiary, per stirpes to her issue, and one half to Settlor's nephew, William Robert Davis, or, if he does not survive the beneficiary, per stirpes to his issue, provided, however, that if any of the said issue of Settlor's niece and nephew has not attained the age of thirty-five (35) years, his share shall be held in separate trust for him under the terms of this paragraph 6. '7. New subparagraph (o) is hereby added to paragraph 8 of the Agreement of Trust (immediately following subparagraph (n) thereof) to read in its entirety as follows: -5- (o) Notwithstanding anything herein to the contrary, with respect to Dean Witter Trust Company as Trustee or co-Trustee hereunder (herein referred to as "DWTCo"), DWTCo shall also have the following powers and duties: (i) To invest and reinvest the Trust fund in its discretion. It is acknowledged that DWTCo is an affiliate of Dean Witter Reynolds Inc. and that when DWTCo exercises such discretion, DWTCo is authorized to engage the services of Dean Witter Reynolds Inc. or any of its affiliates and to compensate them from the Trust fund. Such services include, but are not limited to, management or advice with respect to investments in mutual funds or other accounts offered or managed by affiliates, acting as broker/dealer to execute transactions and purchasing any securities currently underwritten and/or issued by affiliated corporations. (ii) To execute securities transactions without providing written confirmation thereof to any beneficiary and to execute securities transactions through any broker/dealer, including an affiliate of DWTCo at normal rates of commissions. (iii) To delegate discretionary powers to agents (including those affiliated with DWTCo); to employ and terminate -6- the employment of legal counsel, accountants, brokers, investment advisors, custodians, managers, and other agents and employees, and to pay them reasonable compensation and their expenses out of the Trust fund. (iv) To retain investment advisors (including .those affiliated-with DWTCo) and to pay the compensation and fees of such investment advisors from the Trust fund, which compensation or fees shall not be charged against the compensation of DWTCo, and to delegate to investment advisors the authority to purchase and sell particular investments. (v) To divide or distribute principal in kind or in money, or partly in each, or by way of undivided interests., pro rata or non-pro rata, in such manner as DWTCo shall deem advisable. (vi) To vote directly or by proxy at any election or stockholders' meeting, any shares of stock held hereunder including shares of any mutual fund for which DWTCo or its affiliate, is advisor. (vii) To hold any or all securities or property in DWTCo's name, or as Trustee, or in the name of a nominee or nominee of an affiliate, and in accounts or deposits administered in -7- any location by DWTCo or any affiliate of DWTCo. In the event the same are held in its own name or in the name of a nominee or nominees, suitable designation is to be made upon the books and records of DWTCo that said securities or property are so held as part of any trusts hereunder. (viii) DWTCo shall be entitled to receive, out of the income and principal of the Trust fund, compensation for its services as Trustee hereunder, to be determined from time to time by the application of the schedule of fees as published by DWTCo and in effect at the time such fees are charged for trusts of a similar size and character, and in the event that DWTCo shall be called upon to render any extraordinary services, it shall be entitled to additional compensation therefor. Receipt of a Trustee Fee Schedule and receipt of a current prospectus or disclosure document for one or more of the mutual funds or other investment accounts sponsored by Dean Witter Reynolds Inc. and/or its affiliates is acknowledged by the parties hereto. It is further acknowledged that DWTCo and its affiliates are compensated by such funds and/or accounts for services rendered as investment advisor, administrator, transfer agent and underwriter and that such -8- compensation is described in further detail in such prospectus or disclosure document and is in addition to compensation received by DWTCo in its capacity as Trustee hereunder. (ix) DWTCo may resign as Trustee by written instrument delivered to any beneficiary of the Trust, and DWTCo may be removed as Trustee of Trust A or of the Residuary Trust or both by the~Settlor's written direction or that of the majority of adult income beneficiaries of such trust. Any Successor Corporate Trustee may be appointed by Settlor or by a majority of such adult income beneficiaries. In case of any vacancy in the office of Trustee because of the refusal, failure or inability of Settlor or any beneficiary to appoint a Successor Trustee, such appointment shall be made by any court having jurisdiction and any expenses of petition therefor shall be paid as an expense of the Trust directly from the Trust fund. The Successor Trustee may be any corporate Trustee residing in any State. No Successor Trustee shall be liable for the acts, omissions or defaults of prior Trustees and shall have no responsibility to examine the actions or determine omissions to act by an prior Trustee and each Successor Trustee shall have responsibility only with respect to property delivered to it by the -9- predecessor Trustee. In the event DWTCo is unwilling or unable to act with respect to any Trust property, Trustee shall have the power to designate in writing an individual, bank trust department or trust company to act as an alternate Trustee with respect to any specified Trust property. The alternate Trustee shall administer any such specified property and any income therefrom pursuant to direction by the delegating Trustee. The alternate Trustee shall have all of the trustee powers with respect to the specified property provided for by this Agreement unless otherwise limited in writing by the delegating Trustee. Any alternate Trustee may resign at any time by delivery of an instrument in writing to the delegating Trustee and the delegating Trustee may at any time remove the alternate Trustee. DWTCo shall not be required to give any bond or surety. To the greatest extent possible, Trustee shall not be required to file accountings with any court. g. In all other respects, the said Agreement of Trust, subject to any earlier amendments, shall remain unchanged. -10- IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment on the date first set forth above. WITNESS: ~'% SETTLOR: _Uj ~,C~~ \~ / . ~~ ` i (SEAL) ~ William S. Davis ~ T- ~ ~ TRUSTEE: ~, C' ~ ~ ~ / /c~ ,/ 1 ~ (SEAL) Alice K. Davis DEAN WITTER TRUST COMPANY B r~-~P -11- (CORPORATE SEAL) STATE OF PENNSYLVANIA COUNTI' OF DAUPHIN SS: On this, the ~5~-t< day of , 1997, before me, a Notary Public, the undersigned officer, personally appeared William S. Davis, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. Notary Public (SEAL) Notarial Seal Jennie E. Row. Notary i~ueuc Lower Paxton Twp., Daupt~n My Commission Expires Jan. 19, ~ Alelr~ber, PennsYh'a-Ma Aaoditlon d Noylbs -12- P. O. ^OX L166 HARRISBURG, PA 17108 SECOND AMENDMENT TO AGREEMENT OF TRUST BY THIS SECOND AMENDMENT, executed on .,~ ~ , 1992, WILLIAl1I S. DAVIS, as Settlor, and ALICE R. DAVIS and THE COMMONWEALTH NATIONAL BANK, now MELLON BANK, as Trustee, hereby amend the Agreement of Trust between them dated January 14, 1982, as follows: 1. The said Agreement of Trust is hereby amended to delete Mellon Bank, formerly The Comn-onwealth National Bank, as a Trustee. 2. In all other respects, the said Agreement of Trust, subject to any earlier amendments, shall remain unchanged. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment on the date first set forth above. WITNESS: SETTLOR: /~ JX_,~~~-;,~,~:_>'sa- ( SEAL ) WILLZAM S. DAVIS ~h~ w TRUSTEE: { ~ /1 ~ ~ (SEAL) ALICE K. DAVIS ATTEST: MELLON BANK, formerly THE COMMONWEALTH NATIONAL BANK ~~~ By STATE OF PENNSYLVANIA SS: COUNTY OF DAUPHIN On this, the ~(p~~' day of ~~~ , 1992, before me, a Notary Public, the undersigned officer, personally appeared William S. Davis, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. Notary Public (SEAL) NUTARIAL SEAL JEMVIE E. i~3W, ~~ pubic Harrisburg, Oau~in County AAy Commissicx~ E~iras Jan. 19, 1993 _. ~. .:<. AGREEMENT OF TRUST BY THIS AGREEMENT, executed on ~~'t~+~-G~ ~ , 19~~3~, WILLIAM S. DAVIS, of Cumberland County, Pennsylvania, as Settlor, hereby establishes a trust for the proceeds of certain policies of insur ante, and ALICE K. DAVIS, his wife, and THE COMMONWEALTH NATIONAL BANK, of Harrisburg, Pennsylvania, as Trustee, hereby agree to hold said proceeds, and such additional property as may be placed in trust hereunder by Settlor or any other person (whether during lifetime or by testamentary act), in trust subject to the terms and conditions set forth below. If Alice K. Davis should be unable to serve or to complete the administration of any trust hereunder, then Settlor's sons, Paul K. Davis and James W. Davis,. shall serve in her place. Unless the context clearly indicates otherwise, any reference herein to "Trustee" means the Trustee or Trustees. then in office. The Trustee shall serve as guardian of the property of any minor benefi- ciary,hereunder. The compensation of any corporate Trustee shall be in accordance with its fee schedule in effect upon Settlor's death, and no such compensation shall accrue during Settlor`s lifetime. 1. Trust Res. The Settlor has applied for and has had issued to himself the policies of insurance on his life listed in Appendix A hereto. The Trustee under this Agreement of Trust ha.s been designated as the pri- , mary or contingent bepeficiary of the policies. The proceeds of said poli- ties shall form the initial principal of the trust established herein. 2. During Settlor's Lifetime. During the lifetime of the Settlor, the relationship between him and the Trustee shall be as follows: (a) The trust may be revoked by the Settlor by written notice to the Trustee, and in case of such revocation, all property then held in trust shall be given over to him. The trust may be altered or amended by agreement between the Settlor and the Trustee. (b) All incidents of ownership in the aforementioned policies, including but not limited to the right to change beneficiaries, shall at all times be held by the Settlor. (c) The Settlor shall at all times have the right to possession and use of said policies without limitation of any type, including the right to sell, pledge, assign, receive the cash surrender value of, or otherwise dispose of, them without any liability to account for the proceeds of any such disposi- tion. ' (d) All premiums on the policies shall be paid by the Settlor, and the Trustee shall not in any way. be liable for the failure to make such payments or for any loss in value of the policies which may result from such failure. The Settlor does not by this agreement in any way obligate himself to make any premium payment, and no such payment may be enforced by the Trustee or any beneficiary hereunder. Any dividends or other - 2 - receipts on account of said policies shall be the property of the Settlor. 3. Allocation of Assets. The primary purpose for the establishment of this trust is to provide for Settlor's wife, Alice K. Davis, in the event of his decease. The Settlor anticipates that a major portion of his estate may be .administered her-eunder as a result of bequests to the Trustee contained in his will... (a) If Bettlor's wife survives him, then at the death of the Settlor, the Trustee shall establish Trust A hereunder, governed by paragraph 4 below, by .transferring thereto; from the total property held hereunder, including property received from the estate of the Settlor, a sum equal to the maximum marital deduction finally allowable in determining the federal estate tax on the estate of the Settlor, after taking into account all other items of his gross. estate, whether passing under his will, this instrument, or otherwise, that qualify for said deduction, pro- vided, however, that said sum shall not exceed th.e minimum amount needed, after taking into account said other. items, to reduce to zero the federal estate tax (after all credits and other deductions) on Settlor's estate and any federal generation- skipping tax (after all credits and other deductions) on any transfer with respect to which Settlor is the deemed transferor. In valuing the assets transferred to Trust A, the value of assets on the .date of distribution shall control, and only assets that - 3 - qualify for the marital deduction shall be transferred to Trust A. The remainder of the property passing hereunder shall be held in the Residuary Trust under the terms of paragraph 5 below. (b) If Settlor's wife does not survive him, then at Settlor's death all the property passing hereunder shall be distributed free of trust per stirpes to Settlor's issue, pro- vided, however, that if any of said issue is a grandchild or more remote descendant of Settlor who has not attained the age of thirty-five (35) years, his share shall be held in a separate trust for him under the terms of paragraph 6 below. If Settlor is not survived by his wife and is not survived by any of his issue, then at his death all property passing hereunder shall be distributed free of trust, one half to Settlor's niece, Barbara J. Davis (daughter of Settlor's brother James W. Davis), or, if she does not survive Settlor, per stirpes to her issue, and one half to Settlor's nephew, William Robert Davis (son of Settlor's brother James W. Davis), or, if he does not survive Settlor, per stirpes to his issue, provided, however, that if any taker under this sentence has not attained the age of thirty-five (35) years, his share shall be held in a separate trust for him under the terms of paragraph 6 below. 4. Trust A. The income and principal of Trust A (if established hereunder) shall be distributed as follows: . - 4 - (a) Income. The Trustee shall pay the net income from Trust A to or for the benefit of Settlor's wife, Alice K. Davis, for her lifetime, in such installments, but not less frequently than quarterly, as the Trustee may determine. (b) Principal. The Trustee shall pay from time to time from the principal of Trust A to or for the benefit of Settlor's wife (i) such sums as shall in the Trustee's discre- tion seem proper for her support, maintenance, and health care or necessary to permit her to maintain a standard of living approximately equal to that main- tained by her during Settlor's lifetime, taking into account such other sources of income, support and estate that may be available to her, and (ii) such sums, including any or all the prin- cipal, that Settlor's wife may request in writing. (c) After Wife's Lifetime. Upon the death of Settlor's wife, Alice K. Davis, all the property then held in Trust A shall be distributed as she may by her will appoint, making specific reference to this Trust A under this Agreement of Trust. Except as expressly stated in the preceding sentence, there shall be no r estriction, qualification or conditions on or to the power to make such appointment and the permissible beneficiaries. The power of appointment shall be exercisable by Settlor's wife - 5 - alone and in all events, and there shall be no power in any person other than said wife to appoint to any other person any part of the property passing under Trust A. To the extent that said wife should fail to exercise effectively her power of appointment over any part of the property in Trust A, the Trustee shall (except to the extent that Settlor's wife expressly directs to the contrary in her last will or in a writing delivered to the Trustee during her lifetime) pay from the unappointed portion of the principal of Trust A: (i) the amount of any additional estate, inheri- tance or other death taxes imposed on account of the death of Settlor's wife by reason of her power of appointment over and other rights in any and all the property held in Trust A, and (ii) any expenses incurred in the administration of her estate attributed to the determination of such taxes (and the Trustee may accept the written statement of her personal representatives as to the amount of taxes and expenses payable hereunder), and the remaining balance of the principal held in Trust A at her death shall be added to, considered part of, and administered and distributed in the same manner as the property held in the Residuary Trust hereunder. - 6 - 5. Residuary Trust. The income and principal of the Residuary Trust (if any) established hereunder shall be distributed as follows: (a) Income. The income beneficiaries of the Residuary Trust shall be, while living, Settlor's wife and issue. The Trustee shall pay the net income of the Residuary Trust at least annually to or for the benefit of the income beneficiaries thereof in such proportions or amounts as the corporate Trustee may determine in its discretion to be proper, taking into account their financial needs for support, maintenance, health care, and education, the amounts needed to maintain for Settlor's wife the .standard of living maintained by her during Settlor's lifetime, their other sources of income, support, and estate, and their income and estate tax brackets. Without intending to create any legal rights., Settlor states that he would approve distribution of income to beneficiaries in lower income tax brackets, or to beneficiaries to whom principal distributions might incur genera- tion skipping tax, even if that would require invasion of prin- cipal for other beneficiaries. No income beneficiary of the Residuary Trust shall participate as a co-Trustee in any decision under this subparagraph (a). No payment shall be made under this subparagaph (a) which would discharge to any extent the legal obligation of any person for the support of-the recipient of such payment . - 7 - (b) Principal for Settlor's Wife. The Trustee shall pay such sums from the principal of the Residuary Trust to or for the benefit of Settlor's wife as in the discretion of the corporate Trustee seems proper to provide for her support, maintenance, and health care, and to maintain for her the standard of living main- tained by her during Settlor's lifetime, taking into account her other sources of income, support, and estate, the needs and resources of the other beneficiaries of the Residuary Trust, and the income and estate tax brackets of all the foregoing. Neither Settlor's wife nor any other beneficiary of the Residuary Trust shall as a co-Trustee participate in any decision under this sub- paragraph (b). (c) Principal for Others. The Trustee shall pay such sums from the principal of the Residuary Trust, to or for the benefit of any or all of the issue of Settlor, as in the discretion of the corporate Trustee seems proper for their support, main- tenance, health care, and education, taking .into account the reasonably anticipated future needs of all beneficiaries of the Residuary Trust, the other sources of income, support, and estate that may be available to them, their income and estate tax brackets, and the possible application of any generation skipping tax. No beneficiary of the Residuary Trust shall participate as a co-Trustee in any decision under this subparagraph (c). No payment shall be made under this subparagraph (c) which would - 8 - discharge to any extent the legal obligation of any person for the support of the recipient of such payment. (d) Additional Principal Rights for Settlor's Wife. In addition to the foregoing, during any calendar year Settlor's wife shall have the unqualified right in her sole discretion to demand in one or more writings delivered by her to the Trustee that she be paid from the principal of the Residuary Trust an amount not in excess of the greater of Five Thousand Dollars ($5,000.00) or five percent (5%) of the aggregate market value of the assets held in the Residuary Trust as of December 31 of the calendar year during which such demand is made. The right per- witted Settlor's wife under this subparagraph (d) may be exer- cised by her only as herein provided on or before December 31 of the calendar year to which applicable, and any amount as to which such right is not exercised for any calendar year shall lapse and shall not accumulate or carry over to any future calendar year. (e) Limited Power of Appointment by Settlor's Wife; Distribution. Upon the death of Settlor's wife, the Trustee shall pay all or part of the balance held in the Residuary Trust, outright or in trust, in such amounts or proportions to or for the benefit of any or all of the Settlor's issue and their spouses or former spouses and persons gifts to whom are then allowable as deductions under Section 2055 of the Internal . Revenue Code (or any successor provision) and, if none of - 9 - Settlor's issue are then li~aing, any or all of the issue of Settlor's parents and the spouses or former spouses of said issue, as Settlor's wife may direct in her will making specific reference to the Residuary Trust hereunder. To the extent that Settlor's wife should fail to exercise effectively her limited power of appointment over the Residuary Trust subject to this paragraph 5, then upon the death of Settlor's wife, the balance held in the Residuary Trust shall be distributed free of trust per stirpes to Settlor's issue, or, if none of Settlor's issue survives Settlor's wife, said balance shall be distributed free of trust, one half to Settlor's niece, Barbara J. Davis, or, if she does not survive Settlor's wife, per stirpes to her issue, and one half to Settlor's nephew, William Robert Davis, or, if he does not survive Settlor's wife, per stirpes to his issue, pro- vided, however, that if any taker under this sentence (other than a child of Settlor) has not attained the age of thirty-five (35) years, his share shall be held in a separate trust for him under the terms of paragraph 6 below. 6. Separate Trusts. The income and principal of a separate trust in which a share is held for a beneficiary shall be distributed as follows: (a) Income. The income shall be distributed at least annually to or for the benefit of any or all of the beneficiary and his issue in such proportions or amounts as the Trustee may determine in its discretion to be proper, taking into account - 10 - their financial needs for support, maintenance, health care, and education, their other sources of income, support, and estate, and their income and estate tax brackets. Without intending to create any legal-rights, Settlor states that he would approve distributions of income to those in lower income tax brackets, even if that would require invasion of principal for others. No payment shall be made under this subparagraph {a) which would discharge to any extent the legal obligation of any person for the support of the recipients of such payment. (b) Principal. The Trustee shall pay from the principal such sums to or for any or all of the beneficiary and his issue as in the Trustee's discretion seems proper for their support, maintenance, health care, and education, and such sums to or. for the benefit of the beneficiary as in the Trustee's discretion seems proper to help establish him in a business or profession or to acquire or furnish a home for him, taking into account the other sources of income, support and estate that are available to the distributee, the reasonably anticipated needs and resources of the beneficiary and his issue,. their income and estate tax brackets, the desirability of the transaction (if any), and the possible application of any generation skipping tax. No payment shall be made under this subparagraph (b) which would discharge to any extent the legal obligation of any person for the support of the distributee. - 11 - (c) Distribution of Separate Trust. When such beneficiary shall have attained the age of twenty-five (25) years, the Trustee shall distribute to him at his written request one-third (1/3) of the remaining principal balance then held in his separate trust; when such beneficiary shall have attained the age of thirty (30) years, the Trustee shall distribute to him at his written request one-half (1/2) of the remaining principal balance; and when such beneficiary shall have attained the age of thirty-five (35) years, the Trustee shall distribute to him at his written request the entire balance held in his separate trust. If such beneficiary should die before making proper request for the entire balance in his separate trust, then the entire balance in his separate trust shall at his death be -' distributed outright or in trust, in such sums or proportions as such beneficiary may direct in his last will, expressly referring to his separate trust hereunder, but only among the issue of ' Settlor's parents, the issue of the parents of Settlor's wife, the spouses or former spouses of the foregoing and persons gifts to whom are then allowable as deductions under Section 2055 of the Internal. Revenue Code (or any successor provision); and to the extent that such beneficiary shall fail to exercise effec- tively his limited power of appointment hereunder, the aforemen- tinned balance in his separate trust shall then be distributed per stirpes to his issue, or, if no such issue are then living, - 12 - per stirpes to the issue of his parent who is a child or more remote descendant of Settlor, or, if none are then living, per stirpes to the issue of his grandparent who is a child or more remote descendant of Settlor, or, if none are then living, per stirpes to the issue of the Settlor, with the share of any such issue for whom property is then held in or payable to a separate trust under this paragraph 6 being added to such separate trust, or, if no issue .of Settlor are then living, said balance shall be distributed free of trust, one half to Settlor's niece, Barbara J. Davis, or, if she does not survive the beneficiary, per stir- pes to her issue, and one half to Settlor's nephew, William Robert Davis, or, if he does not survive the beneficiary, per s tirpes to his issue, provided, however, that if any of the said issue of Settlor's niece and nephew has not attained the age of thirty-five (35) years, his share shall be held in separate trust for him under the terms of this paragraph 6. 7. Survival Clauses. If Settlor and his wife should die under such circumstances that it cannot be determined which of them survived, Settlor's wife shall be deemed to have survived him for all purposes hereunder. If any other beneficiary hereunder should die within sixty (60) days after Settlor, or within sixty (60) days after any other person the survival of-whom determines his rights hereunder, then such beneficiary shall be deemed to have predeceased Settlor or such other person ,for all purposes hereunder. - 13 - 8. Powers. In addition to such other powers and duties as may be granted elsewhere herein or which may be granted by law, the fiduciaries hereunder shall have the following powers and duties, without the necessity of notice to or consent by any Court: (a) To retain all or any part of the property of Settlor, real or personal, in the form in which it may be held at the time of its receipt, including any closely held business in which the Settlor has an interest and any stock of any corporate fiduciary hereunder, as long as in the exercise of their discretion it may be advisable so to do, notwithstanding that said property may not be of a character authorized by law. (b) To invest and reinvest any funds held hereunder in any property, real or personal, including, but not by way of limita- tion, bonds, preferred stocks, common stocks, and other securi- ties of domestic o.r foreign corporations or investment trusts, mortgages or mortgage participations, and common trust funds, even though such property would not be considered appropriate or legal for a fiduciary apart from this provision. (c) To sell, convey, exchange, partition, give options to buy or lease upon, or otherwise dispose of any property, real or personal, at any time held by them, with or without order of court at their option, at public or private sale or otherwise, for cash or other consideration or for such credit terms as they - 14 - think proper, and upon such terms and for such prices as they may determine, and to convey such property free of all trusts. (d) To borrow money from any person, including any fidu- ciary hereunder, for any purpose in connection with the admin- istration hereof, to execute promissory notes or other obliga- tions for amounts so borrowed, and to secure the payments of such amounts by mortgages or pledges of any property, real or per- sonal, which may be held hereunder. (e) To make loans, secured or unsecured, in such amounts, upon such terms, at such rates of interest, and to such persons, firms or corporations as they may deem advisable. (f) To renew or extend the time for payment of any obliga- tion, secured or unsecured, payable to or by them, for as long a period of time and on such terms, as they may determine, and to adjust, settle and arbitr-ate claims or demands in favor of or against them. (g) In dividing or distributing any property, real or per- sonal, included herein, to divide or distribute in cash, in kind, or partly in cash and .partly in kind. (h) To hold, manage, and develop any real estate which may be held by them at any time, to mortgage any such property in s uch amount s and on such terms as they may deem advisable , to lease any such property for such term or terms, and upon such conditions and rentals as they may deem advisable, whether or not - 15 - the term of any such lease shall exceed the period permitted by law or the probable period of retention under this instrument; to make repairs, replacements and improvements, structural and otherwise, in connection with any such property, to abandon any such property which they may deem to be worthless or not of suf- ficient value to warrant keeping or protecting, and to permit any such property to be lost by tax sale or any other proceedings. (i) To employ such brokers, banks, custodians, investment counsel, attorneys, and other agents, and to delegate to them such duties, rights and powers as they may determine, and for such periods as they think fit. Cj) To register any securities at any time in their names as fiduciary, or in the names of nominees, with or without indi- eating the trust character of the securities so registered. (k) With respect to any securities held hereunder, to vote upon any proposition or election at any meeting of the person or entity issuing such securities, and to grant proxies, discre- tionary or otherwise, to vote at any such meeting; to join or become a party to any reorganization, readjustment, merger, voting trust, consolidation or exchange, and to deposit any such securities with any committee, depository, trustee or otherwise, and to pay out of the trust created herein, any fees, expenses, and assessments incurred in connection therewith; to exercise conversion, subscription or other rights, and to receive or hold - 16 - any new securities issued as a result of any such reorganization, readjustment, merger, voting trust, consolidation, exchange or exercise of conversion, subscription or other rights and generally to take all action with respect to any such securities as could be taken by the absolute owner thereof. (1) To engage in sales, leases, loans, and other transac- tions with the estate of Settlor, the estate of his wife, or any trust established by either of them, even if they are also fidu- ciaries or beneficiaries thereof. (m) To make all necessary proofs of death under the insurance policies of which they are the beneficiary, to execute any receipts for the proceeds and to institute any action to collect said proceeds and to make adjustments of any claim thereunder, provided, however, that the Trustee need not insti- tute any action unless it shall have been indemnified against all expenses and liabilities to which it may become subject as a result thereof. If, however, the Trustee desires to institute such action without indemnification, it is hereby authorized to be reimbursed for all expenses and liabilities incurred as a result thereof from any amounts which may be held in trust hereunder then or thereafter. (n) To operate, own, or develop any business or property held hereunder in any form, including without limitation sole proprietorship, limited or general partnership, corporation, - 17 - association, tenancy in common, condominium, or any other whether or not they have restricted or no management rights, as they in their discretion think best. 9. Disagreement on Investments. In the event that there should be disagreement among the fiduciaries hereunder as to the retention, disposi- tion, acquisition, or modification of the terms of any investment, the decision of Settlor's wife as fiduciary shall prevail over that of the cor- porate fiduciary, but this paragraph shall not be applied to permit any self-dealing with Settlor's wife. 10. Spendthrift Clause. No interest (whether in income or principal, whether or not a remainder interest, and whether vested or contingent) of any beneficiary hereunder shall be subject to anticipation, pledge, assign- ment, sale or transfer in any manner, nor shall any beneficiary have power in any manner to charge or encumber his said interest, nor shall the said interest of any beneficiary be liable or subject in any manner while in the possession of the Trustee for any liability of such beneficiary, whether such liability arises from his debts, contracts, torts, or other engage- ments of any type. 11.. Facility of Payments for Minors or Incompetents. Any amounts which are payable hereunder to a minor or incompetent may, at the discre- tion of the fiduciaries, be paid to the parent or guardian of such minor or incompetent, to the person with whom such minor or incompetent resides, or directly to such minor or incompetent, or may be applied for the_use or benefit of such minor or incompetent. - 18 - 12. Taxes. Estate, inheritance and succession taxes that may have been assessed in consequence of Settlor's death, of whatever nature and by whatever jurisdiction imposed, whether or not on account of property passing hereunder, other than generation skipping taxes, may on request of Settlor's personal representatives and consent of the Trustee be paid out of the principal of the Residuary Trust hereunder, or out of the property passing-under paragraph 3(b) above, as if said taxes were expenses of admi- nistration thereof, and all property passing outright hereunder to Trust A hereunder shall be free and clear thereof, provided, however, that no such taxes shall be paid out of assets, such as payments received from a qualified pension or profit sharing plan, that are not includible in the federal gross estate of Settlor. 13. Law Governing. This Trust shall be administered and interpreted in accordance with the laws of the Commonwealth of Pennsylvania. IN WITNESS WHEREOF, the Settlor and the Trustees have hereunto set their hands and seals~on the date first mentioned above. WITNESS: SETTLOR: ' 1 ~ ~~~ ~~~/`~~c,c ~` `~.E (SEAL ) ~/ William S. Davis TRUSTEES: ATTEST: THE COMMONWEALTH NATIONAL BANK 'WITNESS : ~" y~ L `~'~ ~ ~ ,--- • ~ Alice K. Davis - 19 - COriMONWEALTH OF PENNSYLVANIA SS. COUNTY OF DAUPHIN _ On this, the / ;~ day o~ .-~c='~tu~'~, , 19~.~ before me, a Notary ~~ ~ 1_~ Public, the undersigned officer, personally appeared William S. Davis, known to me (or satisfactorily proven) to be the individual who executed the foregoing instrument, and duly acknowledged to me that he executed the same for the purpose therein. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. ~ ~ ~--~. ~~ ~' Notary Public ~`~ ' (SEAL ) Denoie E. F:ow, NpIQRY PU~SLIC NtV (pntmissic~ EX~%!ES January S9, t9$5 ~aughin CountN 41att'islw-C. PA APPENDIX A Company National Service Life Insurance Equitable Life Assurance Society of the United States Connecticut Mutual Life Insurance Co. Connecticut Mutual Life Insurance Co. Policy No. V-308-02-92 AHO 15,427,004 1,698,278 1,844,965 TaxDB Result Details Page 1 of 1 Detailed Results for Parcel 10-21-0275-363.-U000300 in the 2004 Tax Assessment Database DistrictNo 10 Parcel ID 10-21-0275-363.-U000300 MapSuffix HouseNo 3620 Direction Street LOGAN STREET EXT #3-C Ownerl DAVIS, WILLIAM S C/O PropType R PropDesc LivArea 2387 CurLandVal 0 CurImpVal CurTotVal CurPretVal 208280 Acreage .00 CIGrnStat TaxEx 1 SaleAmt 0 SaleMo O l SaleDa 31 SaleCe 19 SaleYr 97 DeedBlcPage 00152-00867 YearBlt 1986 HF File Date 12/16/2004 HF_Approval_Status L r ~~, ~ L.1 / ~~ ~ ~2 ~ 32 ~~ i httn•~~tav~~n~nonn*~~ntoi~oonr~7ia-1(l')1 (17'1G 2L2 TT!'Ylll~/1/1D-,7L...,1.,.,~-i ~niiinn~n JUNE 2010 PENNSYLVANIA DEPARTMENT OF REVENUE REALTY TRANSFER TAX COMMON LEVEL RATIO (CLR) REAL ESTATE VALUATION FACTORS FOR CUMBERLAND COUNTY The following real estate valuation factors are based on sales data compiled by the State Tax Equalization Board. These factors are the mathematical reciprocals of the actual common level ratios. For Pennsylvania Realty Transfer Tax purposes, these factors are applicable for documents accepted for the periods indicated below. The date of acceptance of a document is rebuttably presumed to be its date of execution, that is, the date specified in the body of the document as the date of the instrument. 61 Pa. Code § 91.102 ACCEPTANCE DATE CLR FACTOR ACCEPTANCE DATE CLR FACTOR FROM TO FROM TO 7-2-1986 6-30-1987 9.52 7-1-2006 6-30-2007 1.14 7-1-1987 6-30-1988 10.00 7-1-2007 6-30-2008 1 7-1-1988 6-30-1989 10.53 7-1-1989 6-30-1990 11.11 7-1-2009 6-30-2010 1.26 7-1-1990 6-30-1991 12.05 7-1-2010 6-30-2011 1.25 7-1-1991 6-30-1992 12.35 7-1-1992 6-30-1993 12.50 7-1-1993 6-3 0-1994 12.82 7-1-1994 6-30-1995 13.33 7-1-1995 6-30-1996 13.70 7-1-1996 6-30-1997 14.29 7-1-1997 6-30-1998 14.29 7-1-1998 6-30-1999 14.71 7-1-1999 6-30-2000 15.15 7-1-2000 12-31-2000 15.63 1 1-1-2001 6-30-2001 1.00 1 7-1-2001 6-30-2002 1.00 7-1-2002 6-30-2003 1.01 7-1-2003 6-30-2004 1.05 7-1-2004 12-31-2004 1.11 2 1-1-2005 6-30-2005 1.00 2 7-1-2005 6-30-2006 1.00 r (1) Adjusted by the Department of Revenue to reflect an assessment base change effective January 1, 2001. (2) Adjusted by the Department of Revenue to reflect an assessment base change effective January 1, 2005. ~3~ ~ THIS IS A CONVEYANCE SOLELY BETWEEN SPOUSES, AND IT IS EXEMPT FROM REALTY TRANSFER TAXES THIS DEED MADE the ~_ day of ~~^~r , 1997, between: WILLIAM S. DAVIS and ALICE K. DAVIS, husband and wife, of the Township of Hampden, County of Cumberland and Commonwealth of Pennsylvania, GRANTORS and Parties of the First Part, AND - ~ - ~ {, ~ -~'. WILLIAM S. DAVIS of the Township of Hampden County of Cumberland and ~.. R' '' ~' , , r .: - 'J ~J Commonwealth of Pennsylvania, GRANTEE and Party of the Second Part: ~.~ --r ~ a ~°~, -~ r,, ~ ~, -, ,~, ;- WITNESSETH, that as a gift the said Grantors do hereby grant and convey to the said Gr~ee,,'~ ~ ~'' ~,L,L THAT certain unit in the property known, named and identified in the Declaration Plan referred to below as Logan Lane Court Condominium C, situate in Hampden Township, Cumberland County, Pennsylvania, which has been submitted to the provisions of the Uniform Condominium Act of Pennsylvania, Act of 1980, July 2, P.L. 286, No. 82, as amended and supplemented, 68 Pa. C.S.A. 3101, et. seq., by recording in the Office of the Recorder of Deeds of Cumberland County, Pennsylvania, Declaration dated February 22, 1985 and recorded in Cumberland County Miscellaneous Book. 315, Page 406, Plat and Plan dated Apri125, 1985, and recorded in Cumberland County Plan Book 49, Page 121, and By-Laws recorded in Cumberland County Miscellaneous Book 315, Page 406, described as follows: ALL THAT CERTAIN piece or parcel of land situate in the Township of Hampden, County of Cumberland and Commonwealth of Pennsylvania, more particularly bounded and described as follows, to wit: BEGINNING at a point in the southern line of lands of Logan Lane Court, A Condominium, at its intersection with other lands now or formerly of Eldon L. and Lorena G. Gaughen; thence North 84 degrees 03 minutes East along said line of Logan Lane Court 225 feet to a point in the western line of Lot No. 170 of Hollywood Development; thence South OS degrees 57 minutes East along said line of Lot No. 170 and beyond, 402 feet to a point; thence North 53 degrees 27 minutes West a distance of 305.18 feet to a point in the eastern line of other lands now or fo.-:neriy of Eldon L. and Lore~~a G. Gaughen; ~'~erce Norte: OS degrees 57 minutes West a distance of 196.08 feet to a point in the southern line of lands of Logan Land Court, A Condominium, the- place of BEGINNING. CONTAINING 1.55 acres, neat measure. HAVING thereon erected atwo-story apartment building and covered parking structures, all of which is known as Logan Lane Court Condominium C. BEING and designated oh the Declaration Plan as Unit 3-C, including assigned covered parking and including the Limited Common Elements as defined in Section 1.3.2(h) of the Declaration, together with an undivided interest appurtenant to the unit in all Common Elements (as defined in the Declaration) of 14.286%. The unit is municipally numbered Apartment No. 3-C, 3620 Logan Street Ext., Camp Hill, Pennsylvania, 17011. ' BEING the same premises which Eldon L. Gaughen and Lorena G. Gaughen, his wife, by deed dated May 19, 1986, and recorded in Cumberland County Deed Book W-31, Page 919, granted and conveyed to William S. Davis and Alice K. Davis. Grantors herein. UNDER AND SUBJECT to certain restrictions, rights-of way, easements and agreements of record. TOGETHER with the benefits of and under and 'subject to the terms, covenants and conditions contained in the Declaration, Declaration Plan and By-Laws aforesaid. -2- r•; :,WOK ~.+~~: 'rGE ~ TOGETHER with the right of ingress to and egress from said property and the right to use, for all proper purposes, in common with all other occupants from time to time any and all portions of the project designated as Common Elements by the Declaration or by statute. TOGETHER with a right of ingress, egress and regress over and through the cartway and driveway from 36t'' Street and Logan Street Ext. in front of Logan Court Condominiums A and B at 3600 and 3610 Logan Street Ext., in common with the owners and occupiers of such other condominiums, their invitees, guests and licensees. AND the said Grantors hereby covenant and agree that they will warrant specially the property hereby conveyed, under and subject as aforesaid. THE GRANTEE, for and on behalf of the Grantee and the Grantee's heirs, personal representatives, successors and assigns by the acceptance of this Deed covenants and agrees to pay such charges for the maintenance of, repairs to, replacement of and expenses in connection with the Common Elements as may be assessed from time to time by the Board of the Unit Owners' Association in accordance with the Uniform Condominium Act of Pennsylvania, and '~ further covenants and agrees that the Unit conveyed by this Deed shall be subject to a charge for all amounts so assessed .and that, except insofar as said. Uniform Condominium Act may. relieve a subsequent Unit Owner of liability for prior unpaid assessments, this covenant shall run with and bind the land or Unit hereby conveyed and all subsequent owners thereof. IN WITNESS WHEREOF, said parties of the first part have hereunto set their hands and seals the day and year first above written. -3- WITNESSES: ,, `~ ~ Y'~ 7.i.G • ~ ~~ ...~,:..~SEAL) William S. Davis ~ ~.~ r ~~ - ~.. ~__--_. {~C_c__~_,~__. ,~~ L_~rz-~~~=~ (SEAL) hiicC ice. Davis I hereby certify that the precise address of the Grantee is Apartment No. 3-C, 3620 Logan Street Extended, Camp Hill, Pennsylvania, 17011 -4- `r J ~~ ~~~~~ Forney for Grantee ~~IU~i ~~~ t?i~C Cs !'J COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN ss: On this, the l f -f ti of ~ .,~~_, 1997, before me, a notary public, the undersigned officer, personally appeared William S. Davis and Alice K. Davis, his wife, known to me (or satisfactorily proven) to be the persons whose names are subscribed to the within instrument, and acknowledged that they executed the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. mow. <, R" ww ~».t~` ~~-r.~`~.~ry~~'~ N Public 'd ~ - ,~.~i~` Notarial Seal '~. ~ ~* a„ ~ ; Jennie E. Row, Notary Public . ~~ ~+ Lower Paxton Twp., Dauphin County '•,~ ~~, ~'l ~r ,':~ti'`!""..., . t My Commission Expires Jan., 19, 2001 ~~ .~,~~*~ i'dlember, Pennsylvania Association of Notaries .,..,~ ",E.r 'ra.... ~.~ ~~~~« ._ it ~. ct 43t j{"t~~ '~ ~ ~.. -5- ~vii~ ~ ~~* nr- rat.. 09-0Z-' 1® 07; 5$ FBOf'1= ...._ t-~acm,-ranGLr-ew~~ ~<-~~,z,....-- _ -. } .. - - ~" ~~~"~-' 499 Mitchell Stree Millsboro DE 19966 t* September 2, 2010 ` _ Coyne & Coyne, P.C. Attorneys At Law 3901 Market Street Camp P13Il, PA 17011-4227 _, RE: F.otate of William S.-Davis Date of Death; Aagust 7, 2008 " . Social Security Aj~.imbet: 27426-9968 Ucaz' NLs. High: . Yn response to your i~test, please be advised that at the tYme of death. the above- named decedent had on deposit with this bank the following accounts. " - 1. Accpurtt~pe ........................... CheekuigAecourit Account Nwnber ....................... 27611868 Otvnersltip (1V'canes o, f~ .............. VV"illiam S. Davis ;" " . _ . ~' , Openiru3 TJ~te .........................:..08/28/64 Balance on Date of I~eath..........520.876.63 - Accrued Iruherest ~ .36 Tonal ....................................... $~, 876.99 `Ihe above named decedent did ;aot have a safe deposit boat. x Tf upon reviCwiitg the information above, y'ou believe there are additional accounts not rtferenccd, please provide us with an account number and/or -the ~,nne of any possible joint account holder. ~'ar any additional information on tht above acaGOUnts, includis~g ovv~aCrshlp and any changes, closures and/or reimbursement of funds; pleas contact our Wtst Shore Plaza hranch at 12pp Market Street, Boyne, PA 17043 or ,M 717-731- 1730. J Sincerely `~ . ~~~ Charlene Warrhzgton, Adjustmen Scrrvtees ,~ 1-888-502-4349 OCT-!1-10 MON 12:24 PM 4367913126963 4907 North Fmnr Sveer Suite 201 H~rrsihurg, PA ('7110 rel '7t7 255 GGGG Fix 717 255'[,651 toll free 800 676 0673 FAX N0. 7177375161 D ~~~ o ~~ ~~~ ~T 12 By ?~lQ P. 2 Morgan~anley SmithBarney October 8, 2010 Lisa Coyne Coyne & Coyne 3901 Market Street Camp Hill, PA 17011 Re: Estate of William S. Davis Uate of Death Cost Basis Dear Lisa: Per your request I have provided to you the death of death values as of August 7, 2008 far the assets held in Mr. Davis's at the time olhis death in each of his Morgan Stanley Smith Barney accounts. They are as follows: Willimn S. Duvis - TRA Account 4.10-028278-042 ~r me mbol ~ o Shares Price _.._ Aetna Inc ALT 43 $42.92 t ay~'~t° Altria Group Tnc MO 78 $20.89 I ~ zq - `~ ~" American Intl GP AIG 42 $21.49 9 ° t . s `b Amgen Inc AMEN 6 ( $62.04 3 ~ $ y y y Anglogold Ashanti Ltd At1 140 $30.81 ~~ 3 t 3 • W ° Aun Cor1) AOC 85 $47.49 4 ° 3~ • 6 ~ Apache Corp APA 56 $108.78 4 o`I t• rem Bank of America IIAC`. 36 $31.52 113 Y. ~ 1 Warrick Gold Corp ABX 137 $36.28 Hq ~~,3 ~ CA Incorporated CA 314 $23.80 7 y73• Z ° C.BS Gorp Ncw CL A CRS 105 $16.05 I l.~ t• 2 t Citigroup C 51 $18.47 q y ~' q7 Comcast Cor1~ CL A CMCSK 116 $20.89 aW 23• ty ~ Fannie Mae FNM 101 $9.95 I oo y•~i~ y~°' yJ (o Friedman Billing Ramsey FBR 380 $27.58 r Gcnworth Financial !nc GN W 283 $14.67 y 1 SI • l• ~ Hartford Fin Svcs Group H1G 87 $63.55 ss-22.P,~ l;iess Corporation HES 3U $97.94 Z~i3~.Z ° Tnv~;stmcnts and services are offered through Morgan Stanley Smith Barney, LLC Tncurporated,rnernber SIP[. Morgan Scanky South Barnry 1.1,C:. McmlxrSlPC. __ OCT-11-10 MON 12 24 PM 4367913126963 FRx N0, 7177375161 P. 3 4507 North Fronr Srreet $utCe 201 Harrsiburg, PA 17)10 tcl 717 255 GGGG fax 717 255 GG51 lull fr« HUO G?G OG73 MorganStanley SmithBarney Name Symbol # o Skares Price Ill Tool Works lnc TTW 41 $48.12 19~Z•g~' Ingersoll Rand Co CL A IR 72 $37.25 L ~ ~ Z • ° ° Jnterpublic Group IPG 242 $8.97 Z l ? o • ~ y ': JP Morgan Chase & Co JPM 65 $39.81 zs'g ~ ~t in Liberty Media Holdings L1NTA 65 $14.21 9 z 3 ' co Lockheed Martin Corp LMT 41 $108.29 ~/ H 3 °- • ~~ ~ L ~ew~ Corporation L 55 $42.69 Z 3'f 7•~1~ Lorillard Inc LO 31 $67.31 Z v°, ~- • L 1 Mattson Tech lnc MTSN 203 $4.44 R o ~' 3 L j Microsoft MSFT 89 $27.39 Zy 3 ~' ~/ Motorola Inc MOT 440 $9.17 y ~ 34. ~ j Noble F,nergy Inc NBL 72 $67.09 ~l ~ ~o . ~l8 NRG Energy Inc NRG 88 $33.75 z ~ ~o • ~ ° Packaging Corp Amer YKG 107 $23.89 t ~'.5~. i 3 Philip Morris Intl Inc PM 78 $54.64 y Z ~/• ~ ~ Pitney Bowes !nc PF31 170 $34.41 .~~`~• ~ ° .. Quantum Corp QTM 664 $1.58 i o y 9 • ~ z ~ Raytheon Co New RTN 75 $58.53 y 3 ~ S ~ 7~ Sanofi Aventis ADS SNY 90 $35.48 3i g3. zo Sappi LTD SPP 164 $10.69 l ~ s3. ~ a Sepracor inc SEPR 123 $18.40 2 2fi 3 - Z `' Smithfield Foods lnc SJrll 63 $25.33 ~ ~9 ~.7g Sprint Ncxtel Corp S 198 $7.79 1 5 4 2.4'Z ' Talisman Energy Inc TLN1 123 $17.44 Z ~ y ~' t ' Timken Co "1'KR 115 $32.66 3 ~ss•5 ~ s 2 ' t~f united Sts STL X ' 15 $143.51 Z ~ S g ~ ~. y3 ti'11~Om Inc New VIA D 207 $28.49 Warren Resources WRES 171 $11.64 / ~- ~ D. Y Y Williams S & Alice K Davis -Joint Acct 410.043473-042 ~ yy~ ~ ~ ~' Z 3 Name CUSIP # o Bonds Price Ph It adelphia Pn Authority 71781 F,AX3 SOOU $92.433 Investments and services are offered through Morgan Stanley Smith Barney, LLC Incorporated, member S1PC. Morgtn Sttnlry Smirh Barnty LLC. Member SIPC. OCT-11-10 MON 12 25 PM 4367913126963 FAk N0, 7177375161 45p7 Norrh Fronc Screer tiuicc 2(11 Harrsiburg, PA 1711p gel 717 255 66VG far. 717 ZSS G651 III free BUU G7G 0673 P. 4 MorganStanley SmithBarney William S.1)avis - IRAAcct 410-038499-042 ~ Name Svmbol # o Shares Arrlerican Cap World C17 & Inc C:WGTX 1230.178 American Bond Fd of America ABNI)X 3334.278 American !nc Fd of America AMECk 13894.581 American Inv Co of America AiVSX 3874.474 require additional information, please give me a call at 717-255-6686. Vice Presid~n~-- Financial Advisor Investments and services are offered through Morgan Stanley Smith Berney, I,LC incorporated, member SIPC. Price 53s.39 ~~7, 2ze.s3 512.32 y~, v7Q,.,~o $16.90 z ~ y, a -~. y Z $28.66 III , d 4 t ~ y ~- y 3y, I fir. t~~ Morgan 5ranlry $mlth Harney LI,C, Mcmbcr SIPC. Sep 0~ 10 03:53p Myers-Harner Funeral Horne 717-737-4618 .; ,~w ~ .,,+a': M.YERS-HARPdER FU1Vt:RAL HOIYiE IIYC. '~ :. .~ /k .i~ i;~ ~~~~~ ~.,~~~ i`~ ~ 1903 MARKET STREET . •.+h~ tt ~,y-~?±? .~t ^^ `~ ^ CAMP H1LL, PEI.'NSYLV,+cNU 17011 »~«, ~ i~~ ~~ :ED r~ Fii ~i•:el.,..~ 71'-737-9961 -'~~`~ : LUC'ALLY (3v-^tF.A A1~D OPERA"[EII August 19, 2008 Mrs. Alice K. Davis 3620 Logan Court Apt 3C Camp Hill PA 17011 Services for Dr. William S. Davis August 9, 2008 Cremation Charges for Merchandise Selected Urn ~.~. Cremation ConCainer Cash Advanced Newspaper Notice/Local Certified Copies Coroner Fee Tata1: i _ _., i 335.00 140.00 $ 250.00 1zo.oo 25.40 p.2 RDRERT H. HA RtiER $(~PERV750R DCSTIY R. DAI~LR FUY:ERAL DIRL:CTpR $ 1,900.00 $ 475.00 $ 395.00 $ z,77o.00 Annuity, Life Estate, and Remainder Factors Transfer Date: 8/2008 §7520 Rate: 4.20% Calculation Type: Life Principal: $250,412 Lives: 1 Ages: 71 Life Estate Remainder Factor: 0.39402 0.60598 Value: $98,667.15 $151,744.39 Life F~tate and Remainder Rincipal Life Estate Remainder