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Home My WebLink About03-1025 COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION NO. ~r-~_ y)-,::~ _.. I ~'~;~ ~ FIRST AND FINAL ACCOUNT of COMMUNITY TRUST COMPANY, TRUSTEE for THE LISA S. CAMPBELL IRREVOCABLE TRUST Dated October 24, 2001 DATE OF TRUSTEE'S APPOINTMENT: October 24, 2001 ORIGINAL FUNDING OF TRUST: October 31, 2001 ACCOUNTING FOR THE PERIOD: October 31, 2001 -to- October 31, 2003 Purpose of Account: Community Trust Company, Trustee, offers this Account for the purpose of seeking approval by the Court of prior transactions, expenses, distributions and disbursements. Important Notice: It is important that the Account b{ additional information, or questions, or objections, undersigned. c~fully examined. Requests for iscusse~ with or presented to the Sup. ~ourt ID g46779 GATES, HALBRUNER & HATCH, P.C. 1013 Mumma Road, Suite 100 Lemoyne, PA 17043 Phone: (717) 731-9600 Fax: (717) 731-9627 Dated: December 12, 2003 THE LISA S. CAMPBELL IRREVOCABLE TRUST U/A Dated October 24, 2001 FIRST AND FINAL ACCOUNT Covering the Period October 31, 2001 -to- October 31, 2003 SUMMARY OF ACCOUNT for Period October 31, 2001 -to- October 31, 2003 II. Report of Assets PAGE 1-2 Beginning Balance - Income Cash Asset Sales and Transfers Dividends Received Interest Received Transfers from Principal 3-6 9,799.17 6-10 10,034.62 10 20.48 10 1.93 TOTAL INCOME CASH RECEIPTS Asset Purchases from Income 11-12 Cash Management Purchases 12-13 Fees Paid - General 13-14 Income Distributions 14-16 Taxes 16 Transfers from Income To Principal 16 TOTAL INCOME CASH DISBURSEMENTS ENDING BALANCE - INCOME CASH Beginning Balance - Principal Cash Cash Additions Asset Sales and Transfers Transfers from Income to Principal 17 17-21 21 TOTAL PRINCIPAL CASH RECEIPTS Taxes 22-23 Asset Purchases and Transfers 23-24 Fees 24-25 Distributions of Principal 25-26 Transfers from Principal to Income 26 TOTAL PRINCIPAL CASH DISBURSEMENTS ENDING BALANCE - PRINCIPAL CASH -9,778.69 20.48 -4,436.89 -5,360.35 1.93 1.93 35,574.19 404,245.11 1.93 - 13,458.72 -408,797.17 390.00 17,173.41 1.93 $ 0.00 19,856.20 -19,600.27 $ 255.93 $ 0.00 439,821.23 -439,821.23 $ 0.00 -A- III. Beginning Balance - Assets at Book Value Assets Purchased Assets Contributed Principal Cash on hand Total Asset Increases Assets Sold Assets Distributed Book Value Adjustments Total Asset Decreases ENDING BALANCE - ASSETS 418,596.34 71,468.52 255.93 349,226.46 344.51 26,492.02 $ 0.00 490,320.79 -323,078.95 $167,241.84 -B- REPORT OF ASSETS COMMUNITY TRUST COMPANY TRUSTEE OF THE LISA S. CAMPBELL IRREVOCABLE TRUST, DATED: 10/24/01 ACCOUNT 2100261 AS OF 10/31/2003 BONDS U.S. GOVT & AGENCY OBLIGATIONS 1. FEDERATED INCOME TRUST FUND #36 2. FED US GOV'T SEC 1-3 YEAR FUND #9 OTHER OBLIGATIONS 3. FEDERATED INTERMED. INCOME FUND #303 Market Value Units Price 10/31/2003 Book Value 2,095 10.4900 21,973.64 22,000.00 2,804 10.7500 30,139.73 30,129.93 TOTAL BONDS 3,113 10.2500 31,904.59 31,000.00 STOCKS COMMON STOCKS 4. BELLSOUTH CORP. 5. SBC COMMUNICATIONS INC. MUTUAL FUNDS 6. FED STOCK TRUST FUND #019 7. FED MID-CAP FUND #151 8. FED MINI-CAP INSTITUTIONAL FUND #149 9. FED INTERNATIONAL EQUITY FUND CLASS A #006 84,017.96 TOTAL STOCKS 83,129.93 BANK ACCOUNTS DEMAND DEPOSITS - OTHER BANKS 10. COMMERCE BANK MONEY MARKET FUNDS 11. FEDERATED GOV'T OBLIGATIONS FD #395 343 26.3100 9,024.33 1,433.72 637 23.9800 15,275.26 7,459.73 741 31.7400 23,532.04 25,000.00 1,407 18.2100 25,630.47 23,000.00 1,407 12.6500 17,801.59 17,097.96 265 14.1800 3,752.23 4,818.62 95,015.92 78,810.03 46 1.0000 45.95 45.95 5,000 1.0000 5,000.00 5,000.00 PAGE TOTAL BANK ACCOUNTS 5,045.95 5,045.95 REPORT OF ASSETS COMMUNITY TRUST COMPANY TRUSTEE OF THE LISA S. CAMPBELL IRREVOCABLE TRUST, DATED: 10/24/01 ACCOUNT 2100261 AS OF 10/31/2003 PAGE 2 TOTAL INVESTMENTS INCOME CASH ON HAND PRINCIPAL CASH ON HAND TOTAL ASSETS 184,079.83 255.93 0.00 184,335.76 166,985.91 255.93 0.00 167~241.84 TOTAL CASH: 255.93 REPORT OF INCOME CASH COMMUNITY TRUST COMPANY TRUSTEE OF THE LISA S. CAMPBELL IRREVOCABLE TRUST, DATED: 10/24/01 ACCOUNT 2100261 FOR DATES 10/31/2001 TO 10/31/2003 PAGE 3 BEGINNING BALANCE INCOME CASH RECEIPTS 1. ASSET SALES AND TRANSFERS Sale of an Income Asset COMMERCE BANK 02/08/2002 Sold 381.79 units Purchased 10/31/2001 No gain or loss 03/11/2002 Sold 170.43 units Purchased 02/05/2002 No gain or loss 03/19/2002 Sold 191.7 units Purchased 02/05/2002 No gain or loss 04/11/2002 Sold 234 units Purchased 02/05/2002 No gain or loss 04/15/2002 Sold 436.72 units Purchased 03/01/2002 No gain or loss 05/15/2002 Sold 799.34 units Purchased 04/01/2002 No gain or loss 06/03/2002 Sold 1.93 units Purchased 05/31/2002 No gain or loss 06/18/2O02 Sold 309.69 units Purchased 06/03/2002 No gain or loss 07/22/2002 Sold 396.03 units Purchased 06/28/2002 No gain or loss 381.79 170.43 191.70 234.00 436.72 799.34 1.93 309.69 396.03 0.00 REPORT OF INCOME CASH COMMUNITY TRUST COMPANY TRUSTEE OF THE LISA S. CAMPBELL IRREVOCABLE TRUST, DATED: 10/24/01 ACCOUNT 2100261 FOR DATES 10/31/2001 TO 10/31/2003 PAGE 4 08/14/2002 08/20/2002 09/11/2002 09/20/2002 10/15/2002 10/21/2002 11/13/2002 11/20/2002 12/16/2002 12/20/2002 01/15/2003 Sold 199.69 units Purchased 07/31/2002 No gain or loss Sold 628.02 units Purchased 08/01/2002 No gain or loss Sold 196.09 units Purchased 08/31/2002 No gain or loss Sold 113.12 units Purchased 09/03/2002 No gain or loss Sold 183.47 units Purchased 09/25/2002 No gain or loss Sold 262.31 units Purchased 10/01/2002 No gain or loss Sold 193.78 units Purchased 11/01/2002 No gain or loss Sold 468.84 units Purchased 11/01/2002 No gain or loss Sold 199.64 units Purchased 12/02/2002 No gain or loss Sold 142.96 units Purchased 12/02/2002 No gain or loss Sold 193.67 units Purchased 12/26/2002 No gain or loss 199.69 628.02 196.09 113.12 183.47 262.31 193.78 468.84 199.64 142.96 193.67 REPORT OF INCOME CASH COMMUNITY TRUST COMPANY TRUSTEE OF THE LISA S. CAMPBELL IRREVOCABLE TRUST, DATED: 10/24/01 ACCOUNT 2100261 FOR DATES 10/31/2001 TO 10/31/2003 PAGE 5 01/21/2OO3 02/14/2003 02/20~2003 03/13/2003 03/20/2003 04/11/2003 04/21/2003 05/13/2003 O5/2O/2OO3 06/11/2003 O6/2O/2OO3 Sold 267.25 units Purchased 01/03/2003 No gain or loss Sold 189.38 units Purchased 02/03/2003 No gain or loss Sold 433.48 units Purchased 02/03/2003 No gain or loss Sold 176.39 units Purchased 03/03/2003 No gain or loss Sold 127.57 units Purchased 03/03/2003 No gain or loss Sold 175.89 units Purchased 03/25/2003 No gain or loss Sold 265.09 units Purchased 04/01/2003 No gain or loss Sold 177.71 units Purchased 05~02/2003 No gain or loss Sold 397.38 units Purchased 05/02/2003 No gain or loss Sold 181.89 units Purchased 06/02/2003 No gain or loss Sold 98.34 units Purchased 06/02/2003 No gain or loss 267.25 189.38 433.48 176.39 127.57 175.89 265.09 177.71 397.38 181.89 98.34 07/14~2003 07/21/2003 08/13/2003 08/20/2003 09/15/2003 09/18/2003 10/16/2003 10/20/2003 REPORT OF INCOME CASH COMMUNITY TRUST COMPANY TRUSTEE OF THE LISA S. CAMPBELL IRREVOCABLE TRUST, DATED: 10/24/01 ACCOUNT 2100261 FOR DATES 10/31/2001 TO 10/31/2003 Sold 185.06 units Purchased 06/25/2003 No gain or loss 185.06 Sold 204.9 units Purchased 07/01/2003 No gain or loss 204.90 Sold 183.14 units Purchased 08/01/2003 No gain or loss 183.14 Sold 396.48 units Purchased 08/01/2003 No gain or loss 396.48 Sold 182.31 units Purchased 09/02/2003 No gain or loss 182.31 Sold 72.38 Purchased No gain or units 09/02/2003 loss 72.38 Sold 184.41 units Purchased 09/26/2003 No gain or loss 184.41 Sold 196.9 units Purchased 10/01/2003 No gain or loss 196.90 PAGE 6 Total Sale of an Income Asset TOTAL ASSET SALES AND TRANSFERS DIVIDENDS RECEIVED Dividend Receipt AT&T 02/01/2002 .0375/SH ON 1,185 SHS BELLSOUTH CORP. 02/01/2002 .19/SH ON 1,388 SHS 9,799.17 44.44 263.72 9,799.17 REPORT OF INCOME CASH COMMUNITY TRUST COMPANY TRUSTEE OF THE LISA S. CAMPBELL IRREVOCABLE TRUST, DATED: 10/24/01 ACCOUNT 2100261 FOR DATES 10/31/2001 TO 10/31/2003 05/02/2002 . 19/SH ON 1,118 SHS 08/01/2002 .20/SH ON 1,118 SHS 11/01/2002 .20/SH ON 718 SHS 02/03/2003 .20/SH ON 718 SHS 05/01/2003 .21/SH ON 343 SHS 08/01/2003 .23/SH ON 343 SHS FED STOCK TRUST FUND #019 06/28/2002 .068/SH ON 741.4 SHS 09/25~2002 12/26/2002 03/25/2003 06/25/2003 .073/SH ON 741.4 SHS .095/SH ON 741.4 SHS .104/SH ON 741.4 SHS .104/SH ON 741.4 SHS 09/25/2003 .116/SH ON 741.4 SHS FEDERATED INCOME TRUST FUND #36 01/31/2002 02/28/2002 03/31/2002 04/30/2002 05/31/2002 06/30/2002 07/31/2002 08/31/2002 09/30/2002 10/31/2002 11/30/2002 12/31/2002 01/31/2003 02/28/2003 03/31/2003 04/30/2003 05/31/2003 06/30/2003 07/31/2003 08/31/2003 09/30/2003 10/31/2003 FEDERATED INTERMED. INCOME FUND #303 01/31/2002 02/28/2002 03/31/2002 04/30/2002 05/31/2002 06/30/2002 07/31/2002 212.42 223.60 143.60 143.60 72.03 78.89 50.42 54.12 70.43 77.11 77.11 86.00 42.61 82.04 78.47 77.46 77.87 78.04 78.95 82.65 94.71 98.10 96.04 88.02 77.63 81.46 80.46 77.11 73.96 66.81 64.88 66.77 68.61 74.80 44.22 83.46 84.58 124.35 147.89 148.20 149.08 PAGE 7 REPORT OF INCOME CASH COMMUNITY TRUST COMPANY TRUSTEE OF THE LISA S. CAMPBELL IRREVOCABLE TRUST, DATED: 10/24/01 ACCOUNT 2100261 FOR DATES 10/31/2001 TO 10/31/2003 08~31/2002 O9~3O~20O2 10131/2002 11/30/2002 12/31/2002 01/31/2003 02/28/2003 03/31/2003 04/30/2003 05/31/2003 06/30/2003 07/31/2003 08/31/2003 09/30/2003 10/31/2003 FED MID-CAP FUND #151 03/28/2002 .026/SH ON 715.14 SHS 06/28/2002 09/25/2002 12~26/2002 03~25~2003 06/25/2003 09/25/2003 FED MINI-CAP #149 03/28/2002 06/28/2002 09/25/2002 12/26/2002 03/25/2003 06/25/2003 .023/SH ON 995.41 SHS .024/SH ON 1,407.49 SHS .028/SH ON 1,407.49 SHS .028/SH ON 1,407.49 SHS .025/SH ON 1,407.49 SHS .025/SH ON 1,407.49 SHS INSTITUTIONAL FUND .01/SH ON 1,557.39 SHS .01/SH ON 1,557.39 SHS .01/SH ON 1,557.39 SHS .015/SH ON 1,557.39 SHS .015/SH ON 1,557.39 SHS .008/SH ON 1,407.24 SHS 09/25/2003 .004/SH ON 1,407.24 SHS FED US GOV'T SEC 1-3 YEAR FUND #9 01/31/2002 02/28/2002 03/31/2002 04/30/2002 05/31/2002 06/30/2002 07/31/2002 08/31/2002 09/30/2002 10/31/2002 11/30/2002 150.36 154.27 160.57 160.67 156.87 151.46 152.44 150.35 148.71 146.39 145.16 139.52 138.08 135.59 133.36 18.59 22.89 33.78 39.41 39.41 35.19 35.19 15.57 15.57 15.57 23.36 23.36 11.26 5.63 47.75 68.17 70.36 69.92 71.78 68.32 65.81 62.72 70.46 79.49 78.86 PAGE 8 REPORT OF INCOME CASH COMMUNITY TRUST COMPANY TRUSTEE OF THE LISA S. CAMPBELL IRREVOCABLE TRUST, DATED: 10/24/01 ACCOUNT 2100261 FOR DATES 10/31/2001 TO 10/31/2003 12/31/2002 01/31/2003 02/28/2003 03/31/2003 04/30/2003 05/31/2003 06/30/2003 07/31/2003 08/31/2003 09/30/2003 10/31/2003 FEDERATED GOV'T OBLIGATIONS FD #395 11/30/2001 12/31/2001 01/31/2002 02/28/2002 03/31/2002 04/30/2002 05/31/2002 06/30/2002 07/31/2002 08/31/2002 09/30/2002 10/31/2002 11/30/2002 12/31/2002 01/31/2003 02/28/2003 03/31/2003 04/30/2003 10/31/2003 SBC COMMUNICATIONS INC. 02/01/2002 .25625/SH ON 1,377 SHS 05/01/2002 O8/O 1/2002 11/01/2002 02/03/2003 05/01/2003 08/01/2003 08/01/2003 .27/SH ON 1,107 SHS .27/SH ON 1,107 SHS .27/SH ON 637 SHS .27/SH ON 637 SHS .3325/SH ON 637 SHS .2825/SH ON 637 SHS .10/SH ON 637 SHS ADDITIONAL SECOND QUARTER DIVIDEND DECLARED BY SBC BOARD OF DIRECTORS 77.32 74.0O 67.35 67.11 64.08 59.88 54.43 52.68 49.84 50.29 45.76 31.41 35.45 19.04 8.30 9.01 11.78 13.96 12.48 11.09 12.63 22.87 8.87 7.03 5.51 4.18 2.71 3.18 1.36 2.01 352.86 298.89 298.89 171.99 171.99 211.80 179.95 63.70 PAGE 9 REPORT OF INCOME CASH COMMUNITY TRUST COMPANY TRUSTEE OF THE LISA S. CAMPBELL IRREVOCABLE TRUST, DATED: 10/24/01 ACCOUNT 2100261 FOR DATES 10/31/2001 TO 10/31/2003 PAGE 10 Total Dividend Receipt TOTAL DIVIDENDS RECEIVED 3. INTEREST RECEIVED Interest Receipt COMMERCE BANK 10/31/2001 11/30/2001 12/31/2001 01/31/2002 02/28/2002 03/31/2002 04/30/2002 05/31/2002 06/30/2002 07/31/2002 08/31/2002 Total Interest Receipt TOTAL INTEREST RECEIVED 4. TRANSFERS FROM PRINCIPAL TO INCOME Transfer Principal to Income 04/15/2OO2 Total Transfer Principal to Income TOTAL TRANSFERS FROM PRINCIPAL TO INCOME 10,034.62 .31 1.66 .07 2.13 .52 9.92 4.50 .12 .11 .29 .85 20.48 1.93 1.93 10,034.62 20.48 1.93 TOTAL INCOME CASH RECEIPTS .. 19,856.20 REPORT OF INCOME CASH COMMUNITY TRUST COMPANY TRUSTEE OF THE LISA S. CAMPBELL IRREVOCABLE TRUST, DATED: 10/24/01 ACCOUNT 2100261 FOR DATES 10/31/2001 TO 10/31/2003 PAGE 11 INCOME'CASH DISBURSEMENTS 5. ASSET PURCHASES FROM INCOME Purchase Asset from Income COMMERCE BANK 12/03/2001 31.41 UNITS AT 1.00 01/02/2002 35.45 UNITS AT 1.00 02/01/2002 153.62 UNITS AT 1.00 02/05/2002 661.02 UNITS AT 1.00 03/01/2002 241.97 UNITS AT 1.00 03/28/2002 34.16 UNITS AT 1.00 04/01/2002 242.42 UNITS AT 1.00 05/01/2002 283.51 UNITS AT 1.00 05/07/2002 511.31 UNITS AT 1.00 06/03/2002 311.5 UNITS AT 1.00 06/28/2002 88.88 UNITS AT 1.00 07/01/2002 307.04 UNITS AT 1.00 08/01/2002 304.93 UNITS AT 1.00 08/06/2002 522.49 UNITS AT 1.00 09/03/2002 308.36 UNITS AT 1.00 09/25/2002 103.47 UNITS AT 1.00 10/01/2002 342.31 UNITS AT 1.00 11/01/2002 347.03 UNITS AT 1.00 11/05/2002 315.59 UNITS AT 1.00 -31.41 -35.45 -153.62 -661.02 -241.97 -34.16 -242.42 -283.51 -511.31 -311.50 -88.88 -307.04 -304.93 -522.49 -308.36 -103.47 -342.31 -347.03 -315.59 REPORT OF INCOME CASH COMMUNITY TRUST COMPANY TRUSTEE OF THE LISA S. CAMPBELL IRREVOCABLE TRUST, DATED: 10/24/01 ACCOUNT 2100261 FOR DATES 10/31/2001 TO 10/31/2003 PAGE 12 12/02/2002 342.6 UNITS AT 1.00 12/26/2002 133.2 UNITS AT 1.00 01/03/2003 327.72 UNITS AT 1.00 02/03/2003 307.27 UNITS AT 1.00 02/05/2003 315.59 UNITS AT 1.00 03/03/2003 303.96 UNITS AT 1.00 03/25/2003 139.88 UNITS AT 1.00 04/01/2003 301.1 UNITS AT 1.00 05101/2003 291.26 UNITS AT 1.00 05/05/2003 283.83 UNITS AT 1.00 06/02/2003 280.23 UNITS AT 1.00 06/25/2003 123.56 UNITS AT 1.00 07/01/2003 266.4 UNITS AT 1.00 08/01/2003 257.08 UNITS AT 1.00 08/05/2003 322.54 UNITS AT 1.00 09/02/2003 254.69 UNITS AT 1.00 09/26/2003 126.82 UNITS AT 1.00 10/01/2003 254.49 UNITS AT 1.00 -342.60 -133.20 -327.72 -307.27 -315.59 -303.96 ~139.88 -301.10 -291.26 -283.83 -280.23 -123.56 -266.40 -257.08 -322.54 -254.69 -126.82 -254.49 Total Purchase Asset from Income Cash Management Purchase COMMERCE BANK 10/31/2001 -9,778.69 -.31 REPORT OF INCOME CASH COMMUNITY TRUST COMPANY TRUSTEE OF THE LISA S. CAMPBELL IRREVOCABLE TRUST, DATED: 10/24/01 ACCOUNT 2100261 FOR DATES 10/31/2001 TO 10/31/2003 PAGE 13 11/30/2001 12/31/2001 01/31/2002 02/28/2002 03/31/2002 04/30/2002 05/31/2002 06/30/2002 07/31/2OO2 08/31/2O02 Total Cash Management Purchase TOTAL ASSET PURCHASES FROM INCOME 6. FEES PAID - GENERAL Trustee Fees - Regular 02/08/2002 FOR 1 MONTH(S)ENDING 12/31/01 02/08/2002 FOR 1 MONTH(S) ENDING 10/31/01 02/08/2002 FOR 1 MONTH(S) ENDING 11/30/01 03/11/2002 FOR 1 MONTH(S) ENDING 01/31/02 03/15/2002 FOR 1 MONTH(S)ENDING 02/28/02 04/11/2002 FOR 1 MONTH(S) ENDING 03/31/02 05/15/2002 FOR I MONTH(S) ENDING 04/30/02 06/18/2002 FOR I MONTH(S) ENDING 05/31/02 -1.66 -.07 -2.13 -.52 -9.92 -4.50 -.12 -.11 -.29 -.85 -20.48 -172.20 -62.50 -147.09 -170.43 -191.70 -234.00 -218.88 -224.41 -9,799.17 REPORT OF INCOME CASH COMMUNITY TRUST COMPANY TRUSTEE OF THE LISA S. CAMPBELL IRREVOCABLE TRUST, DATED: 10/24/01 ACCOUNT 2100261 FOR DATES 10/31/2001 TO 10/31/2003 07/22/2002 08/14~2002 09/11/2002 10/15~2OO2 11/13~2002 12/16/2002 01/15/2003 02/14/2003 03/13/2003 04/11/2003 05/13/2003 06/11/2003 07/14/2003 08/13/2003 09/15/2003 10/16/2003 FOR 1 MONTH(S) ENDING 06/30/02 FOR 1 MONTH(S) ENDING 07/31/02 FOR 1 MONTH(S) ENDING 08/31/02 FOR 1 MONTH(S) ENDING 09/30/02 FOR 1 MONTH(S) ENDING 10/31/02 FOR 1 MONTH(S) ENDING 11/30/02 FOR 1 MONTH(S) ENDING 12/31/02 FOR I MONTH(S) ENDING 01/31/03 FOR 1 MONTH(S) ENDING 02/28/03 FOR 1 MONTH(S) ENDING 03/31/03 FOR 1 MONTH(S) ENDING 04/30/03 FOR 1 MONTH(S) ENDING 05/31/03 FOR 1 MONTH(S) ENDING 06/30/03 FOR 1 MONTH(S) ENDING 07/31/03 FOR 1 MONTH(S) ENDING 08/31/03 FOR I MONTH(S) ENDING 09/30/03 -213.16 -199.69 -196.09 -183.47 -193.78 -199.64 -193.67 -189.38 -176.39 -175.89 -177.71 -181.89 -185.06 -183.14 -182.31 -184.41 Total Trustee Fees - Regular TOTAL FEES PAID - GENERAL -4,436.89 7. INCOME DISTRIBUTIONS Income Distribution 04/15/2002 LISA S CAMPBELL LISA S. CAMPBELL MONTHLY INCOME DISTRIBUTION Check # 007813 -436.72 PAGE 14 -4,436.89 REPORT OF INCOME CASH COMMUNITY TRUST COMPANY TRUSTEE OF THE LISA S. CAMPBELL IRREVOCABLE TRUST, DATED: 10/24/01 ACCOUNT 2100261 FOR DATES 10/31/2001 TO 10/31/2003 05/15/2002 06/18/2002 07/22/2002 08/20/2002 09/20/2002 10/21/2002 11/20/2002 12/20/2002 01/21/2003 02/20/2003 03/20/2003 04/21/2003 05/20/2003 06/20/2003 07/21/2003 08/20/2003 09/18/2003 10/20/2003 LISA S CAMPBELL LISA S. CAMPBELL MONTHLY INCOME DISTRIBUTION Check # 007936 LISA S CAMPBELL LISA S. CAMPBELL MONTHLY INCOME DISTRIBUTION Check # 008081 LISA S CAMPBELL Check # 008265 LISA S CAMPBELL Check # 008388 LISA S CAMPBELL Check # 008556 LISA S CAMPBELL Check # 008676 LISA S CAMPBELL Check # 008822 LISA S CAMPBELL Check # 008950 LISA S CAMPBELL Check # 009125 LISA S CAMPBELL Check # 009255 LISA S CAMPBELL Check # 009364 LISA S CAMPBELL Check # 009641 LISA S CAMPBELL Check # 009773 LISA S CAMPBELL Check # 009925 LISA S CAMPBELL Check # 010063 LISA S CAMPBELL Check # 010205 LISA S CAMPBELL Check # 010375 LISA S CAMPBELL Check # 010487 -580.46 -85.28 -182.87 -628.02 -113.12 -262.31 -468.84 -142.96 -267.25 -433.48 -127.57 -265.09 -397.38 -98.34 -204.90 -396.48 ~72.38 -196.90 PAGE 15 Total Income Distribution -5,360.35 REPORT OF INCOME CASH COMMUNITY TRUST COMPANY TRUSTEE OF THE LISA S. CAMPBELL IRREVOCABLE TRUST, DATED: 10/24/01 ACCOUNT 2100261 FOR DATES 10/31/2001 TO 10/31/2003 TOTAL INCOME DISTRIBUTIONS TAXES State Fid Inc Tax, Bal Due 04/15/2002 PA DEPARTMENT OF REVENUE STATE FIDUCIARY INCOME TAX; BALANCE DUE 2001 25-6796700 Check # 007795 Total State Fid Inc Tax, Bal Due TOTAL TAXES TRANSFERS FROM INCOME TO PRINCIPAL Transfer Income to Principal 06/03/2002 TO REIMBURSE PRINCIPAL FOR 04/15/02 DISBURSEMENT Total Transfer Income to Principal TOTAL TRANSFERS FROM INCOME TO PRINCIPAL TOTAL INCOME CASH DISBURSEMENTS -1.93 -1.93 -1.93 -1.93 PAGE 16 -5,360.35 -1.93 -1.93 -19,600.27 INCOME CASH BALANCE 255.93 REPORT OF PRINCIPAL CASH COMMUNITY TRUST COMPANY TRUSTEE OF THE LISA S. CAMPBELL IRREVOCABLE TRUST, DATED: 10/24/01 ACCOUNT 2100261 FOR DATES 10/31/2001 TO 10131/2003 BEGINNING BALANCE PRINCIPAL CASH RECEIPTS 1. CASH ADDITIONS Cash Addition 10/31/2001 11/08/2001 03/07/2002 05~06/2003 CASH RECEIVED FROM DEAN SMITHERS TO FUND TRUST RECEIVED FROM DEAN SMITHERS CASH RECEIVED FROM SALOMON SMITH BARNEY RECEIVED FROM MARGARET SMITHERS BYPASS TRUST BY SPECIAL POWER OF APPOINTMENT EXERCISED BY DEAN SMITHERS ON 02/12/02 REIMBURSE ACCOUNT FROM CTC LOSSES/RECOVERIES FOR PENALTIES INCURRED DUE TO UNDERPAYMENT OF ESTIMATED PA FIDUCIARY INCOME TAX FOR THE TAX YEAR ENDING 12/31/02 Total Cash Addition TOTAL CASH ADDITIONS 16,288.46 7,438.74 11,801.04 45.95 35,574.19 2. ASSET SALES AND TRANSFERS Proceeds from Sale of Asset AT & T 01/11/2002 Sold 1,185 units Purchased 01/01/1984 Long-term gain of 14,902.41 AT & T WIRELESS SERVICES INC 01/11/2002 Sold 381 units Purchased 07/12/2001 Shod-term gain of 2,703.44 22,224.69 4,809.77 AVAYA, INC. PAGE 0.00 17 35,574.19 REPORT OF PRINCIPAL CASH COMMUNITY TRUST COMPANY TRUSTEE OF THE LISA S. CAMPBELL IRREVOCABLE TRUST, DATED: 10/24/01 ACCOUNT 2100261 FOR DATES 10/31/2001 TO 10/31/2003 01/11/2002 Sold 85 units Purchased 10/05/2000 Long-term gain of 828.22 BELLSOUTH CORP. 01/11/2002 Sold 270 units Purchased 01/01/1984 Long-term gain of 9,517.33 08/27~2002 Sold 400 units Purchased 01/01/1984 Long-term gain of 8,711.72 02/25/2003 Sold 375 units Purchased 01/01/1984 Long-term gain of 6,164.78 FED MINI-CAP #149 04/15/2003 INSTITUTIONAL FUND Sold 150.145 units Purchased 06/04/2001 Long-term loss of 466.95 FED US GOV'T SEC 1-3 YEAR FUND #9 04~30~2003 Sold 23.148 units Purchased 01/08/2002 Long-term gain of 2.08 10/09/2003 Sold 464.253 units Purchased 01/08/2002 Long-term gain of 27.85 LUCENT TECHNOLOGIES, INC 01/11/2002 Sold 1,023 units Purchased 10/04/1996 Long-term gain of 3,755.94 FEDERATED GOV'T OBLIGATIONS FD #395 01/09/2002 Sold 15,250 units Purchased 11/02/2001 No gain or loss 1,028.15 10,645.91 10,383.69 7,732.26 1,357.31 250.00 5,000.00 7,217.29 15,250.00 PAGE 18 REPORT OF PRINCIPAL CASH COMMUNITY TRUST COMPANY TRUSTEE OF THE LISA S. CAMPBELL IRREVOCABLE TRUST, DATED: 10/24/01 ACCOUNT 2100261 FOR DATES 10/31/2001 TO 10/31/2003 01/16/2002 Sold 56,100 units Purchased 11/15/2001 No gain or loss 06/18/2002 Sold 2,000 units Purchased 01/15/2002 No gain or loss 09/12/2002 Sold 2,000 units Purchased 01/15/2002 No gain or loss 09/16/2002 Sold 23,000 units Purchased 01/15/2002 No gain or loss 12/16/2002 Sold 342.98 units Purchased 08/30/2002 No gain or loss 12/17/20O2 Sold 2,000 units Purchased 08/30/2002 No gain or loss 12/18/2002 Sold 101.95 units Purchased 08/30/2002 No gain or loss 02/21/2003 Sold 3,500 Purchased No gain or units 08/30/2002 loss 04/15/2003 Sold 5,458.72 units Purchased 08/30/2002 No gain or loss 04/30/2003 Sold 250 units Purchased 04/29/2003 No gain or loss 56,100.00 2,000.00 2,000.00 23,000.00 342.98 2,000.00 101.95 3,500.00 5,458.72 250.00 SBC COMMUNICATIONS INC. PAGE 19 REPORT OF PRINCIPAL CASH COMMUNITY TRUST COMPANY TRUSTEE OF THE LISA S. CAMPBELL IRREVOCABLE TRUST, DATED: 10/24/01 ACCOUNT 2100261 FOR DATES 10/31/2001 TO 10/31/2003 01/11/2002 Sold 270 units Purchased 01/01/1984 Long-term gain of 9,178.44 03/08/2002 Sold 575 units Purchased 01/01/1984 Long-term gain of 19,130.93 08/27/2002 Sold 470 units Purchased 10/12/1999 Long-term loss of 7,053.87 VERIZON COMMUNICATIONS INC. 03/08/2002 Sold 431 units Purchased 12/14/1998 Long-term loss of 2,584.50 COMMERCE BANK 11/02/2001 Sold 15,000 units Purchased 10/31/2001 No gain or loss 11/15/2001 Sold 8,500 units Purchased 10/31/2001 No gain or loss 01/15/2002 Sold 55,000 units Purchased 11/08/2001 No gain or loss 04/01/2002 Sold 140 units Purchased 11/08/2001 No gain or loss 04/12/2OO2 Sold 46,000 units Purchased 11/08/2001 No gain or loss 04/15/2002 Sold 2,001.93 units Purchased 03/08/2002 No gain or loss 10,669.89 22,307.16 13,183.10 20,379.18 15,000.00 8,500.00 55,OOO.0O 140.00 46,000.00 2,001.93 PAGE 20 REPORT OF PRINCIPAL CASH COMMUNITY TRUST COMPANY TRUSTEE OF THE LISA S. CAMPBELL IRREVOCABLE TRUST, DATED: 10/24/01 ACCOUNT 2100261 FOR DATES 10/31/2001 TO 10131/2003 PAGE 21 O8~3O~2OO2 09/16/2002 12/16/20O2 12/18/2OO2 02/26/2003 Sold 23,566.79 units Purchased 03/08/2002 No gain or loss Sold 2,000 units Purchased 08/29/2002 No gain or loss Sold 170.28 units Purchased 09/12/2002 No gain or loss Sold 2,000 units Purchased 12/17/2002 No gain or loss Sold 2,674.06 units Purchased 02/25/2003 No gain or loss 23,566.79 2,000.00 170.28 2,000.00 2,674.06 Total Proceeds from Sale of Asset TOTAL ASSET SALES AND TRANSFERS TRANSFERS FROM INCOME TO PRINCIPAL Transfer Income to Principal 06/03/2002 TO REIMBURSE PRINCIPAL FOR 04/15/02 DISBURSEMENT Total Transfer Income to Principal TOTAL TRANSFERS FROM INCOME TO PRINCIPAL 404,245.11 1.93 1.93 404,245.11 1.93 TOTAL PRINCIPAL CASH RECEIPTS 439,821.23 REPORT OF PRINCIPAL CASH COMMUNITY TRUST COMPANY TRUSTEE OF THE LISA S. CAMPBELL IRREVOCABLE TRUST, DATED: 10/24/01 ACCOUNT 2100261 FOR DATES 10/31/2001 TO 10/31/2003 PAGE 22 TAXES PRINCIPAL CASH DISBURSEMENTS Estimated Federal Fid Inc Tx 04/15/2002 UNITED STATES TREASURY 06/18/2002 09/16/2002 12/18/2002 UNITED STATES TREASURY ESTIMATED FEDERAL FIDUCIARY TAX 25-6796700 Check # 007796 UNITED STATES TREASURY UNITED STATES TREASURY ESTIMATED FEDERAL FIDUCIARY TAX 25-6796700 Check # 008080 UNITED STATES TREASURY 25-6796700 Check # 008543 UNITED STATES TREASURY ESTIMATED FEDERAL FIDUCIARY TAX; 25-6796700 Check # 008944 -2,000.00 -2,000.00 -2,000.00 -2,000.00 Total Estimated Federal Fid Inc Tx Federal Fid Inc Tax, Bal Due 04/15/2003 UNITED STATES TREASURY FOR YEAR ENDING 12/31/02 - 25-6796700 Check # 009486 04/15/2003 25-6796700 Check # 009486 -8,000.00 -2,690.60 -1,067.65 Total Federal Fid Inc Tax, Bal Due State Fid Inc Tax, Bal Due 04/15/2003 PA DEPT OF REVENUE 25-6796700 Check # 009578 04/15/2003 25-6796700 Check # 009578 -3,758.25 -1,570.26 -130.21 REPORT OF PRINCIPAL CASH COMMUNITY TRUST COMPANY TRUSTEE OF THE LISA S. CAMPBELL IRREVOCABLE TRUST, DATED: 10/24/01 ACCOUNT 2100261 FOR DATES 10/31/2001 TO 10/31/2003 PAGE 23 Total State Fid Inc Tax, Bal Due TOTAL TAXES ASSET PURCHASES AND TRANSFERS Purchase of an Asset FED STOCK TRUST FUND #019 04/12/2002 741.4 UNITS AT 33.72 FEDERATED INCOME TRUST FUND #36 01/16/2002 1,625.239 UNITS AT 10.46 09/16/2002 469.484 UNITS AT 10.65 FEDERATED INTERMED. INCOME FUND #303 01/16/2002 1,694.915 UNITS AT 10.03 04/12/2002 1,219.512 UNITS AT 9.84 09/16/2002 198.216 UNITS AT 10.09 FED MID-CAP FUND #151 01/16/2002 715.137 UNITS AT 16.78 04/12/2002 09/16/2OO2 FED US GOV'T 01/09/2002 01/16/2OO2 09/16/20O2 280.269 UNITS AT 17.84 412.088 UNITS AT 14.56 SEC 1-3 YEAR FUND #9 1,423.903 UNITS AT 10.71 940.41 UNITS AT 10.74 926.784 UNITS AT 10.79 FEDERATED GOV'T OBLIGATIONS FD #395 11/02/2001 15,000 UNITS AT 1.00 11/15/2001 8,500 UNITS AT 1.00 01/15/2002 55,000 UNITS AT 1.00 -1,700.47 -25,000.00 -17,000.00 -5,000.00 -17,O0O.O0 -12,000.00 -2,000.00 -12,000.00 -5,000.00 -6,000.00 -15,250.00 -10,100.00 - 10,000.00 -15,000.00 -8,500.00 -55,000.00 -13,458.72 REPORT OF PRINCIPAL CASH COMMUNITY TRUST COMPANY TRUSTEE OF THE LISA S. CAMPBELL IRREVOCABLE TRUST, DATED: 10/24/01 ACCOUNT 2100261 FOR DATES 10/31/2001 TO 10/31/2003 PAGE 24 04/12/2002 08/30/2002 02/26/2003 04/15/2003 O4/3O/2003 10/09/2003 4,000 UNITS AT 1.00 23,566.79 UNITS AT 1.00 2,674.06 UNITS AT 1.00 1,357.31 UNITS AT 1.00 250 UNITS AT 1.00 5,000 UNITS AT 1.00 COMMERCE BANK 10/31/2001 16,288.46 UNITS AT 1.00 11/08/2001 7,438.74 UNITS AT 1.00 01/11/2002 56,595.7 UNITS AT 1.00 03/07/2002 3,801.04 UNITS AT 1.00 03/08/2002 42,686.34 UNITS AT 1.00 06/03/2002 1.93 UNITS AT 1.00 08/29/2002 23,566.79 UNITS AT 1.00 09/12/2002 2,000 UNITS AT 1.00 12/17/2002 2,000 UNITS AT 1.00 02/25/2003 2,674.06 UNITS AT 1.00 05/06/2003 45.95 UNITS AT 1.00 -4,000.00 -23,566.79 -2,674.06 -1,357.31 -250.00 -5,000.00 -16,288.46 -7,438.74 -56,595.70 -3,801.04 -42,686.34 ~1.93 -23,566.79 -2,000.00 -2,000.00 -2,674.06 -45.95 Total Purchase of an Asset TOTAL ASSET PURCHASES AND TRANSFERS FEES Fiduciary Tax Prep Fee 04/01/2002 FOR YEAR ENDING 12/31/01 -408,797.17 -140.00 -408,797.17 REPORT OF PRINCIPAL CASH COMMUNITY TRUST COMPANY TRUSTEE OF THE LISA S. CAMPBELL IRREVOCABLE TRUST, DATED: 10/24/01 ACCOUNT 2100261 FOR DATES 10/31/2001 TO 1013112003 PAGE 25 04/30/2003 Total Fiduciary Tax Prep Fee TOTAL FEES 7. DISTRIBUTION OF PRINCIPAL Distribution of Principal 03/07/2002 LISA S. CAMPBELL 12/16~2002 12/18/2002 02/21/2003 02/25/2003 DISCRETIONARY DISTRIBUTION PER SECTION 4.02 OF DOCUMENT FOR PAYMENT OF FAMILY MEDICAL AND DENTAL EXPENSES, CAR INSURANCE AND PROPERTY TAXES Check # 007608 LISA S CAMPBELL REIMBURSE FOR COST OF EYE EXAM, NEW GLASSES AND REPLACEMENT OF PRESCRIPTION LENSES IN SUNGLASSES Check # 008919 LEBER & WOLF PLASTIC SURGERY, LTD; BALANCE DUE AFTER INSURANCE PAYMENT FOR SERVICES RENDERED TO LISA ON 09/19/02 Check # 008943 SUTLIFF HUMMER; DISTRIBUTION FOR THE PURCHASE OF A 2002 CHEVROLET CAVELIER TO REPLACE A VEHICLE THAT WAS TOTALLED IN AN ACCIDENT; DOWNPAYMENT Check # 009268 SUTLIFF HUMMER; BALANCE DUE FOR PURCHASE OF CHEVROLET CAVELIER Check # 009270 -250.00 -390.00 -8,000.00 -513.26 -101.95 -3,500.00 -5,058.20 -390.00 REPORT OF PRINCIPAL CASH COMMUNITY TRUST COMPANY TRUSTEE OF THE LISA S. CAMPBELL IRREVOCABLE TRUST, DATED: 10/24/01 ACCOUNT 2100261 FOR DATES 10/31/2001 TO 10/31/2003 PAGE 26 Total Distribution of Principal TOTAL DISTRIBUTION OF PRINCIPAL 8. TRANSFERS FROM PRINCIPAL TO INCOME Transfer Principal to Income 04/15/2002 Total Transfer Principal to Income TOTAL TRANSFERS FROM PRINCIPAL TO INCOME TOTAL PRINCIPAL CASH DISBURSEMENTS -17,173.41 -1.93 -1.93 -17,173.41 -1.93 -439,821.23 PRINCIPAL CASH BALANCE 0.00 REPORT OF NON-CASH ENTRIES COMMUNITY TRUST COMPANY TRUSTEE OF THE LISA S. CAMPBELL IRREVOCABLE TRUST, DATED: 10/24/01 ACCOUNT 2100261 FOR DATES 10/31/2001 TO 10/31/2003 PAGE 27 NON-CASH DECREASES NON-CASH TRANSFER OUT Delivery of an Asset FEDERATED GOV'T OBLIGATIONS FD #395 02/08/2002 344.51 UNITS DELIVER TO DEAN SMITHERS REV TRUST TO CORRECT ALLOCATION OF ASSETS TO THREE TRUSTS. ORIGINAL ADDITIONS WERE BASED ON 08/31/01 MARKET VALUES, CORRECTION REFLECTS MARKET VALUE AT TIME OF ADDITION TO TRUST -344.51 Total Delivery of an Asset TOTAL NON-CASH TRANSFER OUT TOTAL NON-CASH DECREASES -344.51 -344.51 -344.51 NON-CASH TRANSFER IN Receipt of an Asset AT& T 11/13/2001 NON-CASH INCREASES 1,185 UNITS RECEIVED FROM DEAN SMITHERS AT & T WIRELESS SERVICES INC 11/13/2001 381 UNITS RECEIVED FROM DEAN SMITHERS AVAYA, INC. 11/13/2001 85 UNITS RECEIVED FROM DEAN SMITHERS 1.00 1.00 1.00 REPORT OF NON-CASH ENTRIES COMMUNITY TRUST COMPANY TRUSTEE OF THE LISA S. CAMPBELL IRREVOCABLE TRUST, DATED: 10/24/01 ACCOUNT 2100261 FOR DATES 10/31/2001 TO 10/31/2003 PAGE 28 BELLSOUTH CORP. 11/13/2001 1,388 UNITS RECEIVED FROM DEAN SMITHERS FED MINI-CAP #149 02/28/2002 INSTITUTIONAL FUND 1,557.385 UNITS RECEIVED FROM THE MARGARET J SMITHERS BYPASS TRUST BY SPECIAL POWER OF APPOINTMENT EXERCISED BY DEAN SMITHERS ON 02/12/02 FED INTERNATIONAL EQUITY FUND CLASS A #006 02/28/2002 264.614 UNITS RECEIVED FROM THE MARGARET J SMITHERS BYPASS TRUST BY SPECIAL POWER OF APPOINTMENT EXCERCISED BY DEAN SMITHERS ON 02/12/02 LUCENT TECHNOLOGIES, INC 11/13/2001 1,023 UNITS RECEIVED FROM DEAN SMITHERS SBC COMMUNICATIONS INC. 11/13/2001 1,377 UNITS RECEIVED FROM DEAN SMITHERS 02/28/2002 575 UNITS RECEIVED FROM THE MARGARET J. SMITHERS BYPASS TRUST BY SPECIAL POWER OF APPOINTMENT EXERCISED BY DEAN SMITHERS ON 02/12/02 VERIZON COMMUNICATIONS INC. 1.00 18,922.22 4,818.62 1.00 1.00 24,758.00 REPORT OF NON-CASH ENTRIES COMMUNITY TRUST COMPANY TRUSTEE OF THE LISA S. CAMPBELL IRREVOCABLE TRUST, DATED: 10/24/01 ACCOUNT 2100261 FOR DATES 10/31/2001 TO 10/31/2003 PAGE 29 02/28/2002 431 UNITS RECEIVED FROM THE MARGARET J. SMITHERS BYPASS TRUST BY SPECIAL POWER OF APPOINTMENT EXERCISED BY DEAN SMITHERS ON 02/12/02 22,963.68 Total Receipt of an Asset TOTAL NON-CASH TRANSFER IN 3. BOOK VALUE ADJUSTMENT Book Value Adjustment AT & T 01 ~04/2002 AT & T WIRELESS SERVICES INC 01/04/2002 AVAYA, INC. 01/04/2002 BELLSOUTH CORP. 01/04/2002 LUCENT TECHNOLOGIES, INC 01/04/2002 SBC COMMUNICATIONS INC. 01/04/2002 Total Book Value Adjustment TOTAL BOOK VALUE ADJUSTMENT 71,468.52 7,321.28 2,105.33 198.93 5,800.75 3,460.35 7,605.38 26,492.02 71,468.52 26,492.02 TOTAL NON-CASH INCREASES 97,960.54 THE LISA S. CAMPBELL IRREVOCABLE TRUST First and Final Account STATEMENT OF PROPOSED DISTRIBUTION IN THE MATTER OF THE LISA S. CAMPBELL TRUST U/A Dated October 24, 2001 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION No. STATEMENT OF PROPOSED DISTRIBUTION The accountant proposes the following schedule of proposed distribution: TO: COMMUNITY TRUST COMPANY (i) $2,223.27 for Termination Fee computed pursuant to the standard published fee schedule, i.e. equal to the average fee charged over the prior 12 months annualized. TO: LAW FIRM OF GATES, HALBRUNER & HATCH, P.C. (i) $1,970.00 for legal fees incurred for preparation of the First and Partial Account, plus disbursements. TO: COMMUNITY BANKS, SUCCESSOR TRUSTEE (i) $180,142.49 representing the balance of Principal and Interest in the Trust as of October 31, 2003. DATED: December 12, 2003 GATES, HALBRUNER & HATCH, PC 1013 Mumma Road, Suite 100 Lemoyne, PA 17043 (717) 731-9600 (Attorneys for Community Trust Company, Trustee) VERIFICATION On this /~?/~ day of December, 2003, Susan A. Russell, Vice President and Trust Officer of Community Trust Company, Trustee of the Lisa S. Campbell Irrevocable Trust U/A dated October 24, 2001, hereby declares under oath that said Trustee has fully and faithfully discharged the duties of its office; that the foregoing First and Final Account totaling twenty-nine (29) pages, cover pages, exhibits, and Petition for Approval of First and Final Account, is true and correct, and fully discloses all significant transactions occurring during the accounting period; that all known claims against the trust during the accounting period have been paid in full; that, to its knowledge, as of October 31, 2003, there were no claims outstanding against the trust; and that as of October 31, 2003, all taxes due from the trust were paid. Dated: December I~~, 2003 COMMUNITY TRUST COMPANY TRUSTEE By: Susan A. Russell, Vice President SWORN TO and subscribed before me this [~L~day of December, 2003. Notarial Seal Victoria M. Rankin, Notary Public Lemoyne Bom, CLunberland County L My Commission Expires Aug. 27, 2006 Member. !%n~Cvania A-~socia.~. n Of Notaries CUMBERLAND COUNTY IN THE MATTER OF THE LISA S. · CAMPBELL IRREVOCABLE ~TRUST UfA Dated October 24, 2001 FIRST AND FINAL ACCOUNT PETITION, ORDER AND ACCOUNT WITH STATEMENT OF PROPOSED DISTRIBUTION Lowe~ q Atto :ney representing Trustee LAW OFFICES OF GATES ;" ~.HALBRUNER &-HATCH, P.C. 1013 MUMMA ROAD, SUITE 100, LEMOYNE, PENNSYLVANIA 17043 IN THE MATTER OF: THE LISA S. CAMPBELL IRREVOCABLE TRUST U/A Dated October 24, 2001 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY ORPHANS' COURT DIVISION NO: I-0 3- t PETITION For Approval of First and Final Account The petition of Community Trust Company, Trustee, as herein described (herein referred to as "Accountant" or "Trustee"), by and through its Attorneys, Gates, Halbruner & Hatch, P.C., respectfully represents the following: 1. The principal corporate office of the Accountant is 3907 Market Street, Camp Hill, Hampden Township, Cumberland County, Pennsylvania 17011. 2. Dean Smithers is an adult individual and resides at 21 Helen Avenue, Mechanicsburg, Cumberland County, Pennsylvania 17055. 3. On October 24, 2001, Dean Smithers, as Settlor, signed and executed The Lisa S. Campbell Trust a/k/a The Lisa S. Campbell Irrevocable Trust (herein referred to as the "Trust" or A copy of the Trust Agreement is attached to the Accounting as Exhibit the "Trust Agreement"). 4. 5. The Trust appointed Community Trust Company as the sole Trustee. ARTICLE IV. entitled "TRUST DISTRIBUTIONS", Paragraph 4.02 entitled "Income and Principal Distribution during Beneficiary's Lifetime" of the Trust provides, in pertinent part, that the Trustee shall distribute some or all of the income of the Trust, at its sole discretion, for the benefit of Lisa S. Campbell during her lifetime, and her children, including but not limited to Zachary Campbell and Jordan Campbell. In addition, the Trustee may, at its sole discretion, make distributions of principal for the benefit of Lisa S. Campbell during her lifetime, and her children, including but not limited to Zachary Campbell and Jordan Campbell, giving preference to Lisa S. Campbell during her lifetime in the making of any such distributions. 6. Pursuant to paragraph 4.03, entitled "Principal Distributions", upon the death of Lisa S. Campbell, the Trust shall terminate and the remainder trust estate shall be divided into separate and equal shares for the benefit of the issue of Lisa S. Campbell, including but not limited to, Zachary Campbell and Jordan Campbell, and continued in further trust for the benefit of each such beneficiary. 7. Pursuant to ARTICLE VII, entitled "Construction of Trust," paragraph 7.05 of the Trust Agreement, the situs of the Trust is Cumberland County, Pennsylvania. 8. No other court has heretofore taken jurisdiction of any matter relating to the Trust. 9. The Trust fund now before the court is not subject to the payment of Pennsylvania Inheritance Tax, and is not subject to payment of Pennsylvania Inheritance and/or Estate Tax. 10. An accounting of this Trust was not heretofore filed by the Accountant. 11. By letters dated June 2, 2003 and June 11, 2003 both signed by the Settlor Dean Smithers and addressed to Community Trust Company, Trustee (which letters are attached hereto as Exhibit "B"), the Settlor advised the Trustee that he intended to remove Community Trust Company as Trustee of the Lisa S. Campbell Trust, and directed that the balance of the Trust assets be transferred in-kind to Community Banks, N.A. with offices at 16 North George Street, York, PA 17401, as Successor Trustee. 12. By letters dated June 13, 2003 and July 18, 2003 both from Community Banks, N.A. addressed to Susan A. Russell, Vice President and Trust Officer of Community Trust Company (which letters are attached hereto as part of Exhibit "B"), Community Banks accepted the nomination as Successor Trustee and requested the transfer of the Trust assets. 13. Shortly thereafter the Settlor verbally requested that the transfer of assets be delayed indefinitely to allow him more time for reconsideration of his decision. Disagreements had developed between the Settlor, Dean Smithers, and his daughter, Lisa S. Campbell, which arguments centered around the use and availability to Lisa Campbell of the Trust funds. Lisa Campbell maintained the position that a greater amount of income and principal should be distributed from the Trust, and this differed from the position being taken by the Settlor and the Trustee. 14. By letter dated October 20, 2003 signed by the Settlor Dean Smithers and addressed to the Trustee (which letter is attached hereto as Exhibit "C"), the Settlor reiterated his previous instructions that the remainder of the Trust assets be transferred to Community Banks as Successor Trustee. 15. Dean Smithers is the Settlor herein and pursuant to ARTICLE VIII, paragraph 8.02, entitled "Removal of Trustee ", Settlor may remove the Trustee, at any time or times, with or without cause, upon thirty (30) days written notice given to the current Trustee ...." 16. Community Trust Company, as Trustee, offers this Account for the purpose of seeking approval by the Court of prior transactions, expenses, distributions and disbursements, and for approval of the Statement of Proposed Distribution. 17. The names, address, relationships and interests of all persons or entities having any interest in the Trust are as follows: (1) Dean Smithers, residing at 21 Helen Avenue, Mechanicsburg, PA 17055. Dean Smithers is not the subject of a guardian or committee of any type; and, (2) Lisa S. Campbell, residing at 20 Shippensburg Road, East Berlin, York County, Pennsylvania 17316. Lisa S. Campbell is one of the primary lifetime beneficiaries of discretionary income and principal distributions from the Trust. Lisa S. Campbell is not the subject of a guardian or committee of any type; and, (3) Zachary Campbell, residing at 20 Shippensburg Road, East Berlin, York County, Pennsylvania 17316. Zachary Campbell is one of the primary beneficiaries of discretionary income and principal distributions from the Trust during the lifetime of Lisa S. Campbell, secondary in consideration to Lisa S. Campbell. Upon the death of Lisa S. Campbell, Zachary Campbell is named as the remainder beneficiary of an equal share of the Trust assets continued in Trust for his benefit. Zachary Campbell is not the subject of a guardian or committee of any type; and, (4) Jordan Campbell, residing at 20 Shippensburg Road, East Berlin, York County, Pennsylvania 17316. Jordan Campbell is one of the primary beneficiaries of discretionary income and principal distributions from the Trust 4 during the lifetime of Lisa S. Campbell, secondary in consideration to Lisa S. Campbell. Upon the death of Lisa S. Campbell, Jordan Campbell is named as the remainder beneficiary of an equal share of the Trust assets continued in Trust for his benefit. Jordan Campbell is not the subject ora guardian or committee of any type; and, (5) Community Trust Company, with offices at 3907 Market Street, Camp Hill, Cumberland County, Pennsylvania, 17011. Community Trust Company is the Petitioner and current Trustee of the Trust and is entitled to termination fees in the estimated amount of $2,223.27. (6) Gates, Halbnmer & Hatch, PC, with offices at 1013 Mumma Road, Suite 100, Lemoyne, PA 17043. Gates, Halbruner & Hatch, PC is legal counsel to the Trustee in this proceeding and is entitled to payment of its legal fees for services rendered, plus disbursements, in the estimated amount of $1,970.00. (7) All of the above-described parties having any interest in the Trust and any unpaid creditors of the Trust have had actual notice of the filing of the Account and this audit. 18. All disbursement and distributions to or on behalf of the Recipient, and payment of expenses incurred by the Trust were authorized by the Trust Agreement and approved by the Trustee. 19. 20. No share of any party in interest has been assigned or attached. The Accountant requests that the Court approve and confirm a Statement of Proposed Distribution. 21. Your petitioner, therefore, asks that this Court approve and confirm all prior transactions, expenses, distributions and disbursements paid from the Trust as outlined in the Date: December _~003 attached Account, and to approve the attached Statement of Proposed Distribution. Respec~ submitted, Lw 'ell R. Gates, Esquire At~ }rney I.D. No. 46779 101 3 Mumma Road, Suite 100 Lei aoyne, PA 17043 (717) 731-9600 6 EXHIBIT A The Lisa S. Campbell Trust U/A Dated October 4, 2003 THE LISA S. CAMPBELI J TRUST THIS TRUST AGREEMENT is executed in quadruplicate on this 24th day of October, 2001, by and between DEAN SMITHERS, now of 21 Helen Avenue, Mechanicsburg, Cumberland County, Pennsylvania 17055 (hereinafter called "Settlor") and COMMUNITY TRUST COMPANY, a Pennsylvania regulated trust company, now of 3907 Market Street, Camp Hill, Cumberland County, Pennsylvania 17011 (hereinafter called "Trustee"). ARTICLE I. TRUST ESTATE 1.01. Initial Principal. Settlor, desiring to establish an irrevocable trust, does hereby irrevocably transfer, assign and deliver to the Trustee and its successors, and assigns the assets listed on Schedule A, attached hereto and made a part hereof. As further evidence of such assignment, the Settlor has executed or will execute or cause to be executed such other instruments as may be required for the purposes of completing the assignment or transfer of title to such property to the Trustee. The Trustee accepts such transfer and assignment to itself as Trustee, and undertakes to hold, manage, invest and reinvest the assets 0fthis Trust, and to distribute the income and principal of the Trust in accordance with the provisions of this Agreement. 1.02. Additional Principal. The Settlor and any other person or persons, with the consent of the Trustee, shall have the right at any time to make additions to the corpus of this Trust or any share thereof hereby established. All such additions shall be held, governed, and distributed by the Trustee in accordance with the terms and conditions of this Agreement. The Trustee, in its sole discretion, may require, as a prerequisite to accepting property, that the transferring party provide evidence satisfactory to the Trustee that (i) the property is not contaminated by any hazardous or toxic materials or substances; and (ii) the property is not being used and has never been used for any activities directly or indirectly involving the generation, use, treatment, storage, disposal, release or discharge of any hazardous or toxic materials or substances. 1.03. Disclaimer. The Trustee shall have the right to disclaim, in whole or in part, prior to its acceptance by the Trustee, any interests in property for any reason, including but not limited tO a concern that such property could cause potential liability under any federal, state, or local environmental law. 3_ ARTICLE II. IRREVOCABILITY OF TRUST 2.01. Irrevocability. Settlor has been advised of the consequences of an irrevocable trust and hereby declares that this Trust shall be irrevocable and shall not be altered, amended, revoked, or terminated by Settlor or any other person or persons. ARTICLE III. LIFE INSURANCE POLICIES 3.01. General Provisions. If any insurance policies are transferred into this Trust, the Trustee shall be vested with all right, title, and interest in and to the transferred policies of insurance, and is authorized and empowered to exercise and enjoy, for the purposes of the Trust herein created and as absolute owner of such policies of insurance, all the options, benefits, rights and privileges under such policies, including the right to borrow upon and to pledge them for a loan or loans. The Trustee takes all fights, title, and interest in and to the above stated insurance policies subject to any prior split-dollar life insurance agreement and assignments, which may be in effect at the time of transfer. The insurance companies which have issued policies are hereby authorized and directed to recognize the Trustee as absolute owner of such policies of insurance and as fully entitled to all options, rights, privileges, and interests under such policies, and any receipts, releases, and other instruments executed by the Trustee in connection with such policies shall be binding upon all persons interested in this Trust. The Settlor hereby relinquishes all rights, title, interest and powers in such policies of insurance which Settlor may own and which rights, title, interest and powers are not assignable, and will, at the request of the Trustee, execute all other instruments reasonably required to effectuate this relinquishment. 3.02. Payment of Premiums. The Trustee shall be under no obligation to pay the premiums which may become due and payable under the provisions of any policy of insurance which may be transferred or assigned to this Trust, or to make certain that such premiums are paid by the transferor of such policy, or to notify any persons of the nonpayment of such premiums, and the Trustee shall be under no responsibility or liability of any kind in case such premiums are not paid, except the Trustee shall apply any dividends received on such policies to the payment of premiums thereon. Upon notice at any time during the continuance of this Trust that the premiums due upon such policies are in default, or that premiums which will become due will not be paid, either by the transferor or by any other person, the Trustee, within its sole discretion, may apply any cash values attributable to such policy to the purchase of paid-up insurance or of extended insurance, or may borrow upon such policy for the payment of premiums due thereon, or may accept the cash values of such policy upon the policy's forfeiture. In the event that the Trustee receives the cash value of such policy upon its forfeiture for nonpayment of premiums, the amount received shall be added to the corpus of this Trust, and shall be administered according to the terms of this Agreement. If the insured under such policies of insurance, becomes totally and permanently disabled within the meaning of any 2 policies and because thereof the payment of premiums, or any of them, shall during the pendency of such disability, be waived, the Trustee, upon receipt of such knowledge, shall promptly notify the insurance company which has issued such policies, and shall take any and all steps necessary to make such waiver of premium provision effective. 3.03. Duties of Trustee With Regard to Life Insurance Policies. The Trustee shall be under no obligation or duty whatever except with respect to the safekeeping of such policies of insurance and the duty to receive such sums as may be paid to them, in accordance with the requirements of this Trust, by the companies issuing such policies, and to hold, manage and disburse such proceeds subject to the terms of this Agreement. Upon the death of the insured, the Trustee shall make reasonable efforts to carry out the provisions of this Agreement, including the maintenance or defense of any suit, provided, however, the Trustee shall be under no duty to maintain or enter into any litigation unless its expenses, including counsel fees and costs, have been advanced or guaranteed in an amount and in a manner reasonably satisfactory to the Trustee. The Trustee may repay any advances made by it or reimburse itself for any such fees and costs from any corpus or income of this Trust. ARTICLE IV. TRUST DISTRIBUTIONS 4.01. Trust P~. The entire corpus of this Trust, including the assets initially transferred to this Trust, subsequent additions to this Trust, and the proceeds of any sale, exchange or investment of such Trust assets, shall be used for the purposes herein contained. 4.02. Income and Principal Distribution during Beneficiary's Lifetime. During the lifetime of LISA S. CAMPBELL, the Trustee shall distribute some or all of the net income of the trust to, or for the benefit of the Settlor's daughter, LISA S. CAMPBELL, and the children of LISA S. CAMPBELL, including but not limited to ZACHARY CAMPBELL and JORDAN CAMPBELL, as the Trustee deems necessary for the health, education, support and maintenance of the Settlor's daughter, LISA S. CAMPBELL and the Settlor's grandchildren, including but not limited to ZACHARY CAMPBELL and JORDAN CAMPBELL. The Trustee is not required to make any distribution of income or principal and shall consider the other available means of support for the Settlor's daughter, LISA S. CAMPBELL and the Settlor's grandchildren, including but not limited to ZACHARY CAMPBELL and JORDAN CAMPBELL. The Trustee may make distributions to support the Settlor's daughter, LISA S. CAMPBELL, and the Settlor's grandchildren, including but not limited to ZACHARY CAMPBELL and JORDAN CAMPBELL, as the Trustee deems necessary for the health, education, support and maintenance of the Settlor's daughter, LISA S. CAMPBELL and the Settlor's grandchildren, including but not limited to ZACHARY CAMPBELL and JORDAN CAMPBELL, provided that the Trustee make such distributions with the understanding that the Settlor intends that the Trust be used primarily to support the beneficiary, LISA S. CAMPBELL, during her lifetime. The Trustee shall have sole discretion in making these distributions or determining that no distribution is necessary. The Trustee shall make any such distributions with the primary goal of providing for LISA S. CAMPBELL during her entire lifetime and that LISA S. CAMPBELL shall be given preference in the Trustee's decision to make any such distribution. 4.03. Principal Distributions. Upon the death of LISA S. CAMPBELL, the Trust shall terminate. Upon termination of the Trust, the remaining Trust estate shall be divided into separate and equal shares, with one share for each child of LISA S. CAMPBELL, including but not limited to ZACHARY CAMPBELL and JORDAN CAMPBELL, per stirpes (each such individual hereinafter "Beneficiary"). Each such share shall be held, IN FURTHER TRUST, for the benefit of each such Beneficiary, according to the following terms: (A) To pay any part or all of the income and/or principal to, or for the benefit of, the Beneficiary, or to accumulate any part or all of the income, which in the sole discretion of the Trustee is determined to be reasonably necessary for the Beneficiary's needs for health, education, support and maintenance. Any income not so paid shall be added to the principal of the Trust. To the extent possible, all payments of principal or income shall be paid directly to the third- party for the benefit of the Beneficiary rather than directly to the Beneficiary. (B) To pay to, or for the benefit of, the Beneficiary, upon his attaining the age of twenty-five (25), one-third of the initial principal of his trust. (C) To pay to, or for the benefit of, the Beneficiary, upon his attaining the age of thirty (30), up to one-half (1/2), cumulatively, of the remaining principal in his trust. (D) To pay to, or for the benefit of, the Beneficiary, upon his attaining the age of thirty-five (35), the entire principal of his trust remaining at that time. (E) Upon the death of a Beneficiary prior to his thirty-fifth (35th) birthday, the Trustee shall pay the remaining principal, if any, to the predeceased Beneficiary's then-living issue, or if the Beneficiary has no such issue, to the Settlor's then-living issue, per stirpes, provided that any distribution to Settlor's issue shall be added to the Beneficiary's separate trust if a trust is then in existence. ARTICLE V. POWERS OF TRUSTEE 5.01. General Powers. In addition to such other powers and duties as may have been granted elsewhere in this Trust, but subject to any limitations contained elsewhere in this Trust, the Trustee shall have the following powers and duties: A. In the management, care and disposition of this Trust, the Trustee shall have the power to do ail things and to execute such deeds, instruments, and other documents as may be deemed necessary and proper, including the following powers, all of which may be exercised without order of or report to any court: (1) To sell, exchange, or otherwise dispose of any property, real, personal or mixed, wheresoever located, at any time held or acquired hereunder, at public or private sale, for cash or on terms as may be determined by the Trustee, without advertisement, including the right to lease for any term notwithstanding the period of the Trust, and to grant options, including an option for a period beyond the duration of the Trust. (2) To invest and reinvest all or any part of the Trust Estate in any common or preferred stocks, shares of investment trusts and investment companies, bonds, debentures, mortgages, deeds of trust, mortgage participations, notes, real estate, or other property the Trustee, in the Trustee's discretion, selects; provided that the Trustee may not invest in any stock or securities issued by the corporate Trustee or issued by a parent or affiliate company of such Trustee; in the manner that, under the circumstances then prevailing (specifically including, but not limited to, the general economic conditions and the anticipated needs of the Trust and its beneficiaries), persons of skill, prudence, and diligence, acting in a similar capacity and familiar with those matters would use in the conduct of an enterprise of similar character and similar aims, to attain the Settlor's goals under this trust agreement. (3) To retain for investment any property deposited with the Trustee hereunder. (4) To vote in person or by proxy any corporate stock or other security and to agree to or take any other action in regard to any reorganization, merger, consolidation, liquidation, bankruptcy or other procedure or proceedings affecting any stock, bond, note or other security held by this Trust. (5) To use lawyers, real estate brokers, accountants and any other agents, if such employment is deemed necessary or desirable, and to pay reasonable compensation for their services. (6) To compromise, settle or adjust any claim or demand by or against the Trust and to agree to any rescission or modification of any contact or agreement affecting the Trust. (7) To renew any indebtedness, as well as to borrow money, and to secure the same by mortgaging, pledging or conveying any property of the Trust, including the power to borrow from the Trustee (in the Trustee's individual capacity) at a reasonable rate of interest. (8) To retain any business interest transferred to the trustee, as shareholder, security holder, creditor, partner or otherwise, for any period of time whatsoever, even though the interest may constitute all or a large portion of the trust principal; to comply with the provisions of any agreement restricting transfer of the interest; to participate in the conduct of the related business or rely upon others to do so, and to take or delegate to others discretionary power to take any action with respect to its management and affairs which an individual could take as outright owner of the business or the business interest, including the voting of stock (by separate trust or otherwise regardless of whether that separate trust will extend for a term within or beyond the term of the trust) and the determination of all questions of policy; to execute and amend partnership agreements; to participate in any incorporation, reorganization, merger, consolidation, sale of assets, recapitalization, liquidation or dissolution of the business, or any change in its nature, or in any buy-sell, stock restriction, or stock redemption agreements; to invest in additional stock or securities of, or make secured, unsecured, or subordinated loans to, the business with trust funds; to take all appropriate actions to prevent, identify, or respond to actual or threatened violations of any environmental law or regulation thereunder; to elect or employ with compensation, as directors, officers, employees, or agents of the business, any persons, including a trustee of any trust held under this instrument, or any director, officer, employee, or agent of a corporate trustee of any trust held under this instrument, without adversely affecting the compensation to which that trustee would otherwise be entitled; to rely upon reports of certified public accountants as to the operations and financial condition of the business, without independent investigation; to deal with and act for the business in any capacity (including in the case of a corporate trustee any banking or trust capacity and the loaning of money out of the trustee's own funds) and to be compensated therefor; and to sell or liquidate the business or any interest in the business. (9) To register any stock, bond or other security in the name of a nominee, without the addition of words indicating that such security is held in a fiduciary capacity, but accurate records shall be maintained showing that the stock, bond or other security is a trust asset and the Trustee shall be responsible for the acts of the nominee. (10) To set aside as a separate trust, to be held and administered upon the same terms as those governing the remaining trust property, any interests in 6 property, for any reason, including but not limited to a concern that such property could cause potential liability under any federal, state, or local environmental law. B. Unless otherwise designated, whenever the Trustee is directed to distribute any trust principal in fee simple to a person who is then under twenty-one (21) years of age, the Trustee shall be authorized to hold such property in trust for such person until he becomes twenty-one (21) years of age, and in the meantime shall use such part of the income and the principal of the trust as the Trustee may deem necessary to provide for the proper support and education of such person in the standard of living to which he has become accustomed. If such person should die before becoming twenty-one (21) years of age, the property then remaining in trust shall be distributed to the personal representative of such person's estate. C. In making distributions from the Trust to or for the benefit of any minor or other person under a legal disability, the Trustee need not require the appointment of a guardian, but shall be authorized to pay or deliver the distribution to the custodian of such person, to pay or deliver the distribution to such person without the intervention of a guardian, to pay or deliver the distribution to the legal guardian of such person if a guardian has already been appointed, or to use the distribution for the benefit of such person. D. In the distribution of the Trust and any division into separate trusts and shares, the Trustee shall be authorized to make the distribution and division in money or in kind or in both, regardless of the basis for income tax purposes of any property distributed or divided in kind, and the distribution and division made and the values established by the Trustee shall be binding and conclusive on all persons taking hereunder. The Trustee may in making such distribution or division allot undivided interests in the same property to several trusts or shares. E. If at any time after Settlor's death the total fair market value of the assets of any trust established or to be established hereunder is so small that the corporate Trustee's annual fee for administering the trust would be equal to or less that the minimum annual fee set forth in the Trustee's regularly published fee schedule, then the Trustee in its discretion shall be authorized to terminate such trust or to decide not to establish such trust, and in such event the property then held in or to be distributed to such trust shall be distributed to the persons who are then or would be entitled to the income of such trust. If the amount of income to be received by such persons is to be determined in the discretion of the Trustee, then the Trustee shall distribute the property among such of the persons to whom the Trustee is authorized to distribute income, and in such proportions, as the Trustee in its discretion shall determine. F. The Trustee shall be authorized to lend or borrow, including the right to lend to or borrow from the Settlor's estate, at an adequate rate of interest and with adequate security and upon such terms and conditions as the Trustee shall deem fair and equitable. G. The Trustee shall be authorized to sell or purchase, at the fair market value as determined by the Trustee, any property to or from Settlor's estate, the estate of Settlor's spouse, or any trust created by Settlor or Settlor's spouse during life or by will, even though the same person or corporation may be acting as executor of Settlor's estate or the estate of Settlor's spouse or as trustee of any other such trusts and as the Trustee of this Trust. H. The Trustee shall have discretion to determine whether items should be charged or credited to income or principal or allocated between income and principal as the Trustee may deem equitable and fair under all the circumstances, including the power to amortize or fail to amortize any part or all of any premium or discount, to treat any part or all of the profit resulting from the maturity or sale of any asset, whether purchased at a premium or at a discount, as income or principal or apportion the same between income and principal, to apportion the sales price of any asset between income and principal, to treat any dividend or other distribution on any investment as income or principal or to apportion the same between income or principal, to charge any expense against income or principal or apportion the same, and to provide or fail to provide a reasonable reserve against depreciation or obsolescence On any asset subject to depreciation or obsolescence, all as the Trustee may reasonably deem equitable and just under all of the circumstances. 5.02. Voting by Trustee. When the authority and power under this Trust is vested in two (2) or more Trustees or Co-Trustees, the authority and powers are to be jointly held by the Trustees or Co-Trustees. A majority of the Trustees or Co-Trustees may exercise any authority or power granted under this Trust Agreement or granted by law, and may act on behalf of the Trust. Any attempt by one such Trustee to act for the Trust on other than ministerial acts shall be void. The action of one such Trustee on behalf of the Trust may be (but need not be) validated by a subsequent ratification of the act by a majority of the Trustees or Co-Trustees. 5.03. Trustees Power to Dehl with Environmental Hazards. The Trustee shall have the power to use and expend the trust income and principal to (i) conduct environmental assessments, audits, and site monitoring to determine compliance with any environmental law or regulation thereunder; (ii) take all appropriate remedial action to contain, clean up or remove any environmental hazard including a spill, release, discharge or contamination, either on its own accord or in response to an actual or threatened violation of any environmental law or regulation thereunder; (iii) institute legal proceedings concerning environmental hazards or contest or settle legal proceedings brought by any local, state, or federal agency concerned with environmental compliance, or by a private litigant; (iv) comply with any local, state or federal agency order or court order directing an assessment, abatement or cleanup of any environmental hazards; and (v) employ agents, consultants and legal counsel to assist or perform the above undertakings or actions. Any expenses incurred by the trustee under this paragraph may be charged against income or principal as the trustee shall determine. ARTICLE VI. SPENDTHRIFT PROVISION 6.01. General Provision. No beneficiary shall have the power to anticipate, encumber or transfer his interest in the Trust Estate in any manner other than by the valid exercise of a Power of Appointment. No part of the Trust Estate shall be liable for or charged with any debts, contracts, liabilities or torts of a beneficiary or subject to seizure or other process by any creditor of a beneficiary. ARTICLE VII. CONSTRUCTION OF TRUST 7.01. Choice of Law. This Trust shall be administered and interpreted in accordance with the laws of the Commonwealth of Pennsylvania. 7.02. Code. Unless otherwise stated, all references in this Trust to section and chapter numbers are to those of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws applicable to this Trust. 7.03. Other Terms. Unless the context otherwise requires, the use of one or more genders in the text includes all other genders, and the use of either the singular or the plural in the text includes both the singular and the plural. 7.04. Captions. The captions set forth in this Agreement at the beginning of the various divisions hereof are for convenience of reference only and shall not be deemed to define or limit the provisions hereof or to affect in any way their construction and application. 7.05. Situs of Trust. The Trust shall have its legal situs in Cumberland County, Pennsylvania. ARTICLE VIII. COMPENSATION OF TRUSTEE AND APPOINTMENT OF SUCCESSOR TRUSTEE 8.01. Compensation. The Trustee shall receive as its compensation for the services performed hereunder that sum of money, based on an hourly charge or percentage rate, which the Trustee normally and customarily charges for performing similar services during the time which it performs these services. 8.02. Removal of Trustee. Settlor may remove the Trustee, at any time or times, with or without cause, upon thirty (30) days written notice given to the current Trustee. Upon the death of the Settlor, a majority of the current beneficiaries may remove the Trustee, at any time or times, with or without cause, upon thirty (30) days written notice given to the Trustee. Upon the removal of the Trustee, a successor Trustee shall be appointed in accordance with the terms set forth in Paragraph 8.03. 8.03. Appointment of Successor Trustee. The Trustee may resign at any time upon thirty (30) days written notice given to the Settlor if Settlor is living, or in the event of Settlor's death, upon thirty (30) days written notice given to the current beneficiary or beneficiaries (including a beneficiary's natural or legal guardian or legal representative), hereunder. Upon the death, resignation, removal or incapacity of the Trustee, a successor trustee may be appointed by the Settlor during Settlor's lifetime, or, after Settlor's death, by a majority of the current income beneficiaries. Any successor trustee thus appointed, or, if the Trustee shall merge with or be consolidated with another corporate fiduciary, then such corporate fiduciary, shall succeed to all the duties and to all the powers, including discretionary powers, herein granted to the Trustee. A beneficiary, their spouse, their sibling or the spouse of their sibling may not be appointed as a successor Trustee. 8.04. Exoneration of Trustee. No Trustee shall be liable for any loss or depreciation in value sustained by the Trust as a result of the Trustee retaining any property upon which there is later discovered to by hazardous materials or substances requiring remedial action pursuant to any federal, state, or local environmental law, unless the Trustee contributed to the loss or depreciation in value through willful default, willful misconduct, or gross negligence. 8.05. Indemnification of Trustee Upon Distribution. Notwithstanding any contrary provision in this Trust Agreement, the Trustee may withhold a distribution to a beneficiary until receiving from the beneficiary an indemnification an agreement in which the beneficiary agrees to indemnify the Trustee against any claims filed against the Trustee as an "owner" or "operator" under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as from time to time amended, or any regulation thereunder. ARTICLE IX. PERPETUITIES CLAUSE 9.01. General Provision. Notwithstanding anything to the contrary in this Trust, each disposition I have made here, legal or equitable, to the extent it can be referred in its postponement of becoming a vested interest to a duration measured by some life or lives in being at the time of my death is definitely to vest in interest, although not necessarily in possession, not later that twenty-one (21) years after such lives (and any period of gestation involved); or, to the extent it cannot be referred in any such postponement to such lives, is to so vest not later than twenty-one (21) years from the time of my death. l0 ARTICLE X. ACQUISITION OF UNITED STATES TREASURY BONDS ELIGIBLE FOR TAX PAYMENT; PAYMENT OF TAXES, FUNERAL EXPENSES, AND EXPENSES OF ADMINISTRATION 10.01. Acquisition of Bonds. The Trustee may, at any time, without the prior approval or direction of the Settlor and whether or not the Settlor is able to manage Settlor's own affairs, acquire United States Treasury Bonds selling at a discount, which bonds are redeemable at their par value plus accrued interest thereon for the purposes of applying the proceeds to the payment of the United States estate tax on the Settlor's estate; and the Trustee may borrow from any lender, including itself, with or without security, to so acquire these bonds. 10.02. Payment of United States Estate Tax by Bond Redemption. The Settlor directs that any United States Treasury Bonds which may be redeemed at their par value plus accrued interest thereon for the purpose of applying the proceeds to the payment of the United States estate tax imposed on the Settlor's estate, and which are held by the Trustee, shall, to the extent of the amount determined to be required for payment of the estate tax, be distributed to the legal representative of the Settlor's estate to be used by the legal representative ahead of any other assets and to the fullest extent possible to pay the estate tax. 10.03. Payment of Death Taxes and Other Estate Settlement Cost~. After the Trustee has complied with paragraph 10.02, above, and ascertained from the legal representative that all such bonds have been redeemed in payment of the United States estate tax, the Trustee shall also ascertain from the legal representative whether the legal representative has sufficient assets to pay the remaining legacy, succession, inheritance, transfer, estate and other death taxes or duties (except the additional estate tax imposed by Section 2032(c), or corresponding provisions of the Internal Revenue Code of 1986 applicable to the Settlor's estate and imposing the tax) levied or aSsessed against the Settlor's estate (including all interest and penalties thereon), all of which taxes, interest and penalties are hereafter referred to as the death taxes, interest and penalties. If the legal representative advises the Trustee that insufficient funds exist to pay all the death taxes, interest and penalties, the Trustee shall then pay to the legal representative from the trust property, an amount equal to all the death taxes, interest and penalties in excess of the funds available to the legal representative for this purposes, which payments are to be made without apportionment. In making the payments, the Trustee shall use only those assets or their proceeds which are includable in the Settlor's gross estate for purposes of the United States estate tax and shall not impair the marital portion without first exhausting the entire non-marital portion. If the Executor of the Settlor's estate, in such Executor's sole discretion, shall determine that appropriate assets of Settlor's estate are not available in sufficient amount to pay (1) the Settlor's funeral expenses, and (2) expenses of administering the Settlor's estate, the Trustee shall, upon the request of the Executor of the Settlor's estate, contribute from the principal of the trust estate the amount of such deficiency; and in connection with any such action the Trustee shall rely upon the written statement of the Executor of the Settlor's estate as to the validity and correctness of the amounts of any such expenses, and shall furnish funds to such Executor so as to enable such Executor to discharge the same, or to discharge any part of all thereof itself by making payment directly to the person entitled or claiming to be entitled to receive payment thereof. No consideration need be required by the Trustee from the Executor of Settlor's estate for any disbursement made by the Trustee pursuant hereto, nor shall there be any obligation upon such Executor to repay to the Trustee any of the funds disbursed by it hereunder, and all amounts disbursed by the Trustee pursuant to the authority hereby conferred upon it shall be disbursed without any right in or duty upon the Trustee to seek or obtain contribution or reimbursement from any person or property on account of such payment. The Trustee shall not be responsible for the application of any funds delivered by it to the Executor of the Settlor's estate pursuant to the authority herein granted, nor shall the Trustee be subject to liability to any beneficiary hereunder on account of any payment made by it pursuant to the provisions hereof. IN WITNESS WHEREOF, the Settlor and Trustee have hereunto set their hands and seals as of/fl~e day and year first above written. ! ~/~"~ DEAN SMITHERS, SETTLOR / (SEA[) COMMONWEALTH OF PENNSYLVANIA : : SS: COUNTY OF CUMBERLAND : On this, the 24th day of October, 2001, before me, a Notary Public, the undersigned officer, personally appeared DEAN SMITHERS, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within Trust Agreement, and acknowledged that he executed the same for the purposes therein contained. IN WITNESS WHEREOF, I have set my hand and official Seal. ~otary Public My Commission Expires: INotarial Seal '1 2 Teri L. Walker, Notary Public Lemoyne Boro, Cumberland County My Commission Expires Jan. 20, 2003 Member, Pennsylvania Association o! Notaries The foregoing Trust Agreement was delivered, and is hereby accepted, at Camp Hill, Pennsylvania, on October 24, 2001. ATTEST: COMMUNITY TRUST COMPANY, TRUSTEE SAN RUSSELL, Assistant Secretary KIMBerleY AXRTHUR~RESS~ER, President EXHIBIT B 2. 3. 4. Letter dated June 2, 2003 from Dean Smithers to Community Trust Company Letter dated June 11, 2003 from Dean Smithers to Community Trust Company Letter dated June 13, 2003 from Community Banks to Community Trust Company Letter dated July 18, 2003 from Community Banks to Community Trust Company Dean Smithers 21 Helen Avenue Mechanicsburg, PA 17055 June 2, 2003 Ms. Susan Russell Community Trust Company 3907 Market Street Camp Hill, PA 17011 0 6 2003 Re: Lisa S. Campbell Trust Dear Ms. Russell: Please accept this letter as your notification that I will be terminating the Lisa S. Campbell Trust relationship with Community Trust Company as Trustee. You are directed to transfer the assets to Community Banks as Successor Trustee. You will receive an acceptance letter, as well as delivery instructions from Arlene C. LaPore, Vice President and Trust Officer, at Community Banks within the next week. Should you have questions or need additional information, you may contact Ms. LaPore at (717) 846-2048. Kindly prepare a Release, with a principal accounting attached, for my signature. Upon my signing and returning the Release, the assets are to be transferred in accordance with the directions from Community Banks. Also, provide a photocopy of all documentation to my daughter Lisa S. Campbell. Thank you for your past service of this account and prompt handling of the transfer. Very truly yours, pc: Lisa S. Campbell 21 Helen Avenue Mechanicsburg, PA 17055 Susan A. Russell Vice President & Trust Officer 3907 Market Street Camp Hill, PA 17011 Re: Lisa S. Campbell Trust Dear Ms. Russell, I am writing to let you know that I am removing Community Trust Company as Trustee of the Lisa S. Campbell Trust dated October 24, 2001 under Article 8.02 Removal of Trustee page 9 of document. Please accept this letter as my thirty (30) day written notice to you. You are directed to transfer the assets h-kind to Community Banks as Successor Trustee. You will receive delivery instructions from Arlene C. LaPore, Vice President & Trust Officer, at Community Banks. Should you have questions or need additional information, you may contact Ms. LaPore at (717) 846-2048. Kindly prepare a Release, with a principal accounting attached, for my signature. Upon my signing and returning the Release, the assets are to be transferred in accordance with the directions from Community Banks. Also, provide a photocopy of all documentation to my daughter, Lisa S. Campbell. Thank you for the past service provided and your prompt handling of the transfer. Very truly yours, thers ~ Dated: pc: Lisa S. Campbell JUN I 3 2003 BanCs June 13, 2003 Susan A. Russell Vice President & Trust Officer 3907 Market Street Camp Hill, PA 17011 Re: Lisa S. Campbell Trust Dear Ms. Russell, Dean Smithers has authorized us to contact you concerning the transfer of the Lisa S. Campbell Trust to Community Banks. Community Banks will accept the assets in kind and they should be transferred in accordance with the enclosed delivery instructions. Should you have questions about the transfer, you may contact Kelly Examitas or Mary Lou Zimmerman at 1-800-467-4010. Kindly begin transferring the assets after June 25, 2003, as I will be on vacation until June 23. I will contact you when I remm Thank you for your assistance in this matter. Sincerely, Arlene C. LaPore Vice President & Trust Officer acl enclosure P.O. Box 350 · Millersburg, PA 17061 Phone 1-800-331-8362 July 18, 2003 CommunityBanks JUL ~ ~ ~003 Susan A~ Russell Vice President & Trust Officer Community Trust Company 3907 Market Street Camp Hill, PA 17011 Re: Lisa S. Campbell Trust Dear Ms. Russell, I have contacted your office several times over the last three weeks and the last time talked with your associate, Pat, who was to pass a message to you. To date, I have been unable to talk with you. The purpose of this letter is to determine a timeframe for the delivery of the assets in the Lisa S. Campbell Trust to Community Banks. We would like to know if you are preparing a formal accounting for filing with the Court; and if so, when do you anticipate filing the First and Final Accounting and what is the date of the audit. If you are planning to close with a Release, with a principal accounting attached, I would very much like to discuss the format with you. Also, I understand that there was some reference to a cost of possibly $10,000 to affect this transfer. This seems excessive and Mrs. Campbell and I would like to have a breakdown of the costs to terminate this account. At the very least, we would like to see a copy of the fee schedule applicable to this trust as well as your policy on termination fees. Kindly provide this information promptly upon receipt of this letter. Thank you in advance for your cooperation in transferring this account in a timely manner. I would appreciate your calling me directly at 717-846-2048 so that we may discuss this situation. Sincerely, Arlene C. La_Pore Vice President & Trust Officer acl pc: Lisa S. Campbell Dean Smithers P.O. Box 350 . Millersburg, PA 17061 Phone 1-800-331-8362 EXHIBIT C Letter dated October 20, 2003 from Dean Smithers to Community Trust Company Dean Smithers 21 Helen Avenue Mechanicsburg, PA 17055 October 20, 2003 Susan A. Russell Vice President & Trust Officer Community Trust Company 3907 Market Street Camp Hill, PA 17011 Re: Lisa S. Campbell Irrevocable Trust Dear Ms. Russell: Since my letters to you dated June 2, 2003 and June 11, 2003, we have had numerous conversations concerning your removal as Trustee of the above referenced trust. Through these discussions, I have asked you to wait to transfer the trust assets to Community Banks as Successor Trustee until I have had further time to think about this decision and to discuss this matter with my daughter. However, as per our conversations today, I would ask that you proceed as outlined in my previous letter. It is my understanding that now because of the complaints that have been filed you are forced to file a court accounting with the Orphans court of Cumberland county and that the next date to file such an account is December 12, 2003 with confirmation in January 2004. ! realize that there is a cost associated with the preparation and filing of this account along with the termination fee that will be assessed when the account moves to Community Banks sometime after the confirmation date. I appreciate your willingness to work with Lisa in the interim with any distributions that are deemed to be appropriate from her trust. Thank you. Sincere,.k~y, Dean Smithers Witnessed By: Cc' Lisa S. Campbell Arlene C. LaPore, Community Banks ORPHANS' COURT DIVISION CUMBERLAND COUNTY IN THE MATTER OF THE LISA S. CAMPBELL IRREVOCABLE TRUST U/A Dated October 24, 2001 PETITION AND PROPOSED ORDER LAW OFFICES OF G~ HAtmRUNER &- HATCH, P.C; 1013 MUMMA ROAD, SUITE 100, LEMOYNE, PENNSYLVANIA 17043 IN THE MATTER OF: THE LISA S. CAMPBELL IRREVOCABLE TRUST U/A Dated October 24, 2001 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION No. 0'9- 113; ORDER AND NOW, this ~ day of January 2004, upon consideration of the Petition for Approval of First and Final Account of Community Trust Company, Trustee of The Lisa S. Campbell Irrevocable Trust U/A dated October 24, 2001, and the corresponding First and Final Account of Community Trust Company, Trustee aforesaid, and there being no objections filed on the Petition and Account, said Petition is approved and the Account is hereby approved and confirmed absolutely. BY THE COURT: IN THE MATTER OF: THE LISA S. CAMPBELL IRREVOCABLE TRUST U/A Dated October 24, 2001 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY PENNSYLVANIA ORPHANS' COURT DIVISION No. NOTICE OF AUDIT To the following beneficiaries and interested parties of The Lisa S. Campbell Irrevocable Trust U/A dated October 24, 2001: Dean Smithers 21 Helen Avenue Mechanicsburg, PA 17055 Lisa S. Campbell 20 Shippensburg Road East Berlin, PA 17316 Lisa S. Campbell, Parent and Natural Guardian of Zachary Campbell (Date of Birth: 01/25/1995) (Infant Issue of Lisa S. Campbell) 20 Shippensburg Road East Berlin, PA 17316 Lisa S. Campbell, Parent and Natural Guardian of Jordan Campbell (Date of Birth: 09/25/1997 (Infant Issue. of Lisa S. Campbell) 20 Shippensburg Road East Berlin, PA 17316 NOTICE is hereby given that the First and Final Account of Community Trust Company, Trustee of The Lisa S. Campbell Irrevocable Trust U/A dated October 24, 2001, and the corresponding Petition for Approval of First and Final Account, have been filed in the Office of the Clerk of the Orphans' Court division of the Court of Common Pleas of Cumberland County, Pennsylvania, on or before December 12, 2003, and that the clerk will present the same to the Court for confirmation and audit on January 13, 2004, at 9:00 a.m. Any person who objects to the transactions shown in the Account and Petition must file written objections with the Clerk on or before January 13, 2004, at 9:00 a.m., or the Court may otherwise assume that no objections exist or that any objections have been waived. A copy of The First and Final Account of the Trustee; Trust Agreement; and the Petition for Approval of The First and Final Account are enclosed herewith. If you have questions concerning the enclosed documents, please contact the undersigned. Lowell I Gates, Esqmre PA I.D.I #46779 1013 Mhmma Road, Suite 100 Lemoyne, PA 17043 (717) 731-9600 phone (717) 731-9627 fax Counsel for the Trustee Date: December. ]~,,, 2003