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HomeMy WebLinkAbout95-0317Jp a us Q/ ~ka~.~-rte ~~ ~ ~.~. ~. r ~ 1 m ~ v ~ ~ ~ o .~ 1 REV-1500 EXr (,-g4) INHERITANCE TAX RETURN CHECK ARE I A s ousa R'~'~91 # '~ • POVERTY CREDIT IS CLAIMED RESIDENT DECEDENT _II COMMONWEALTH OF PENNSYLVANIA FILE NUMBER DEPARTMENTOF REVENUE (TO BE FILED IN DUPLICATE , ~ j _~ ,., D EPT. 280601 HARNIS9i,RG.PA,,,29-060, WITH REGISTER OF WILLS) couNTYC E `. YEAR UMBER DECEDENT'S NAME (LAST, FIRST, ANO MIDDLE INITIAL) DECEDENTS COMPLETE ADDRESS HIGGINS, JOSEPH M. 210 GARREZT LANE DECEDENT SOCIAL SECURITY NUMBER DATE OF DEATH DATE OF BIRTH CAMP HILL, PA. 17011 291-10-5449 1 28 95 10 2 1914 County CpMBERLAI~ID (IF APPLICABLE) SURVIVING SPOUSE'S NAME (LAST, SOCIAL SECURITY NUMBER AMOUNT RECEIVED (SEE INSTRUCTIONS) FIRSTAND MIODLE INITIAL) HIGGINS, KATI~EEN M. 287-07-7012 325,761.87 1. Original Return 2. Supplemental Return 3. Remainder Return CHECK APPRO- ~ 4. Limited Estate ~ 4a. Future Interest Compromise PRIATE (for dates of death after 12-12-82) BLOCKS ~ 6. Decedent Died Testate fl 7. Decedent Maintained a Living Trust (Attach copy of Will) ~ o ~ pr u~ a ~p ~ (Attach copy of Trust) NAME Q CORRES- 1~ 0~ i 1" ~ ~, S' E ~~~ PONDENT J ~ TELEPHONE NUMBER -' ~-~3/-"~ ,coo 1. Real Estate (Schedule A) 2. Stocks and Bonds (Schedule B) 3. Closely Held Stock/Partnership Interest (Sch. C) 4. Mortgages and Notes Receivable (Schedule D) 5. Cash, Bank Deposits & Miscellaneous Personal Property (Schedule E) 6. Jointly Owned Property (Schedule F) 7. Transfers (Schedule G) (Schedule L) RECAPIT- 8 Total Gross Assets (total Lines 1-7) ULATION 9. Funeral Expenses, Administrative Costs, Miscellaneous Expenses (Schedule H) 10. Debts, Mortgage Liabilities, Liens (Schedule I) 11. Total Deductions (total Lines 9 & 10) 12. Net Value of Estate (Line 8 minus Line 11) 13. Charitable and Governmental Bequests (Schedule J) (for dates of death pnor to 12-13-82) a 5. Federal Estate Tax Return Required 0 8. Total Number of Safe Deposit Boxes 11+~ ~Flt3~A;D!;R~ D~taEC~'ED'1tU COMPLETE MAILING ADDRESS ~?~ ~"'~ (1) (2) (3) (4) (5)_ 13,444.59 (fi) (7) 331,802.86 (s)_ 17,908.23 (10) 1, 577.35 14. Net Value Subject to Tax (Line 12 minus Line 13) 15. Spousal Transfers (for dates of death after 6-30-94). See (1 $) 325, 761.87 X instructions for Applicable Percentage on Page 2. (Include values from Schedule K or Schedule M.) 16. Amount of Line 14 taxable at 6% rate (16) (Include values from Schedule K or Schedule M.) 17. Amount of Line 14 taxable at 15% rate (17) (Include values from Schedule K or Schedule M.) Tom( 18. Principal tax due (Add tax from Lines 15, 16 and 17.) COMPUTA- 19. Credits spousal Poverty credit Prior Payments Discount TION 7, 000.00 + + 368.42- 20. If Line 19 is greater than Line 18, enter the difference on Line 20. This is e ja: /~rwie.IMa.w.~,tit:v.i.....-.,..~-..._:.ii::._ _ ~~r ~.~ .. _ _.._.. ._ 7/O ~' (8) "~ 345,247.45 (11)_ 19, 485.58 (12) 325, 761.87 (13) _(ia) 325, 761.87 ' = d•GO 0.00 x .os = 0.00 x .15 = (1s) Interest 21. If Line 18 is,greater than Line 19, enter the difference oh Line 21. This is the TAX DUE. A. Enter the interest on the balance due on Line 21 A. B. Enter the total of Line 21 and 21A on Line 21 B. This is the BALANCE DUE. Make Check Payable to; Register of Wills, Agent ana oeuet, tt (s true; correct and complete. I declare that all real estate ~h representative is based on all information of which preparer has any kn1 SIGN F PERSON R PON LE FOR FILING RETU ADDRFac ~ VrV~ .~+ ~o Oil l SIGNATURE OF PR R OTHER THAN R P SAN E ADDRESS PA15001 A ~ at true market 0.00 0.00 ~'• ~~ Ana 10 ine D@Si Ot my Kf10V of preparer other than the ~~ ` • Ctrs / / ~' ~, ~ / S~I DATE ~ ~7~0 2, DATE ~~~~ ~ r 9S (1s) 7 04 (21) ~~ C~ (21A) _ O.OO (21 B) ^I. F~i4 Z~EV-1Sr00 F~( (7-94) Page 2 Act #48 of 1994 provides for the reduction of the tax rates imposed on the net value of transfers to or for the use of the spouse. The rates as prescribed by the statute will be: • 3~0 (.03) will be applicable for estates of decedents dying on or after 7/1/94 and before 1/1/96 • 2% (.02) will be applicable for estates of decedents dying on or after 1/1/96 and before 1/1/97 • 1% (.01) will be applicable for estates of decedents dying on or after 1/1/97 and before 1/1/98 • Spousal transfers occurring on or after 1/1/98 will be exempt from Inheritance tax. PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING A CHECK MARK (v) IN THE APPROPRIATE BLOCKS. NO 1. Did decedent make a transfer and: a. retain the use or income of the property transferred, ......... X . ............................................ b. retain the right to designate who shall use the property transferred or its income . ........................... . .............. X c. retain a reversionary interest; or ....................................... . ........................................ X d. receive the promise for 1'rfe of either payments, benefits or care? .................... , , .. X 2. If death occurred on or before December '12, 1982, did decedent within two years preceding death transfer properly without receiving adequate consideration? If death occurred after December 12, '1982, did decedent transfer properly within one year of death without receiving adequate consideration? ................................................................................ X 3. Did decedent own an 'in trust for' bank account at his or her death? ...................................................... I I X IF THE ANSWER TO ANY OF THE ABOVE ©UESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. A15002 ~ .-~ • LAST WILL AND TESTAMENT OF JOSEPH M. HIGGINS A/K/A MICHAEL JOSEPH HIGGINS I, JOSEPH M. HIGGINS, a/k/a MICHAEL JOSEPH HIGGINS, make this to be my Last Will and Testament, and I hereby revoke any previous Will. FIRST: I direct my Executor to pay all my last illness and funeral expenses as soon as convenient. SECOND: All personal effects, clothing, furniture, furnishings, jewelry, automobiles, other tangible personal property of .every kind, except only that used in a business or held for investment, and insurance thereon, I give to my wife, KATHLEEN M. HIGGINS, if she survives me for a period of thirty (30) days. If she shall not so survive me, then I give the same in equal shares to such of my children who shall survive me for a period of thirty (30) days and not to the issue of any child who shall not survive me for a period of thirty (30) days, to be divided among them as they may agree or, if they are unable to agree, as my Executor may decide. Any items not so disposed of shall be sold by my Executor and the - proceeds added to my residuary estate. THIRD: All the rest, residue and remainder of my estate, of whatsoever nature and wheresoever situate, including that over which I have a Power of Appointment, I give, devise and bequeath In Trust to KATHLEEN M. HIGGINS, the Trustee, under the Trust Agreement with me as Settlor dated July 10, 1992, as amended _ ~ ~, , 1992, but I expressly waive the Power of Appointment given me under Part "A" and Part "B" of the Trust Agreement created by my wife, KATHLEEN M. HIGGINS, with me as Trustee dated July 10, 1992, as amended ~ 1992. FOURTH: I direct that all estate, inheritance and other taxes in the nature thereof, together with any interest and penalties thereon, becoming payable because of my death with respect to the property constituting my gross estate for death tax purposes, whether or not such property passes under this Will, be paid from the principal of Part "A" under the Trust of which I am Settlor described in paragraph . _ • THIRD above. No person receiving or having a beneficial interest in any such property, whether under this Will or otherwise, shall at any time be required to contribute to or refund any part thereof. FIFTH: My Executor is hereby authorized and empowered, in addition to such powers granted executors by law, all exercisable without court order: (a) to sell securities or other property, real or personal or both; (b) to borrow money from such persons as it may desire, including the power to borrow from itself as an individual or as a fiduciary under any Trust Agreement for any purpose necessary or desirable in connection with the payment of taxes ofi other matters incidental to the settlement or administration of my Estate, or for investment purposes, on either a secured or unsecured basis, at such rate of interest as my Executor may deem acceptable and to sign notes and to pledge the assets of my Estate as security therefor; this authority to borrow and pledge shall not apply as to assets which are or might be, except for such authorization, eligible for the marital deduction; (c) to make non-prorate distributions in kind or partly in kind or partly in cash; (d) to retain all or any part of my property, real or personal, constituting my Estate for such time as my Executor deems best or to invest or reinvest the same without being restricted to "legal" investments; (e) to file joint income tax returns and to consent to joint gift tax returns with my wife, her executors or administrators; (f) to compromise claims against or in favor of the Estate, with or without Court approval on such terms and conditions as Executor deems appropriate, in my Executor's sole discretion; (g) if the Estate includes any interest which I had in a business at the time of my death, whether the same is a sole proprietorship, apartnership, or a corporation in which I owned all or a substantial portion of the stock, to continue the business, until such time as my Executor deems advisable to sell, liquidate or distribute the same in kind. Executor shall have all rights and powers in connection with the business as I had when living, including by way of example and not limitation, the powers to operate or join in the operation thereof as a going concern, to form or re-form a general or limited partnership, to incorporate or re-incorporate and to liquidate or sell the same or any part thereof, all as it deems advisable for the best interests of the Estate and of the beneficiaries thereof; without any liability for loss resulting from the operation of said business except where such loss is the result of negligence or fraud on the part of the Executor; (h) to receive, for its services in connection 2 f ti. ~ with any such business, such additional compensation as may be commensurate therewith; (i) to claim, in my Executor's discretion, expenses of administration of my Estate as deductions for federal income tax purposes, when this will result in an overall reduction of income and death taxes for my Estate (no adjustments between income and principal or in the amount of the distributions to the trusts created by separate instrument shall be required as a result of such action); (j) in my Executor's sole discretion, to elect (or not) to treat as property passing to my wife and as eligible for the marital deduction under I.R.C. Section 2056(a) property which is ~"qualified terminable interest property" within the meaning of I.R.C. Section 2056(b)(7), in all regards except for such election; (k) in my Executor's sole discretion to allocate such exemptions as are available. as to the generation skipping transfer tax to any property, to exclude any property from that allocation and to make all related allocations thereto. No beneficiary shall have any claim against my Executor for exercising such allocation powers as granted herein. (1) in my Executor's sole discretion to compromise taxes on future interests on such terms and conditions as Executor deems appropriate; (m) to maintain reasonable reserves for depreciation, .depletion, amortization and obsolescence; (n) Notwithstanding anything to the contrary herein, my Executor shall have no power or authority to take any act or make any election, or refrain from either action, which power or authority would cause the income or principal of my estate to be taxed to such executor for income or estate tax purposes by virtue of the existence or exercise or non-exercise of such power or authority. SIXTH: I nominate, constitute and appoint my wife, KATHLEEN M. HIGGINS, as Executor under this my Last Will and Testament. If my wife, Kathleen M. Higgins, is unable or unwilling to serve as Executor, then I nominate, constitute and appoint my daughter, SUE ANN KENNADY of Camp Hill, Pennsylvania, as Successor Executor with the same duties and powers as if originally appointed. No bond shall be required in this or any other jurisdiction of my Executor or Successor Executor. SEVENTH: I hereby nominate, constitute and appoint my wife, KATHLEEN M. HIGGINS, as Guardian of the estate of any minor or other beneficiary physically or mentally unable to manage his or her afTairs and to serve without bond in this or any other jurisdiction. If my wife is unable or unwilling to serve as Guardian of the estate of any minor or other beneficiary, then I nominate, constitute and 3 • `,. ~ appoint my daughter, SUE ANN KENNADY, as Successor Guardian. If any beneficiary of my estate is under the age of eighteen (18) years at the time at which distribution of any property devised and bequeathed by this Will would otherwise be made to such beneficiary, or is unable to manage his or her own affairs, my Executor shall distribute all such property to the guardian of the estate of such beneficiary. The guardian shall hold, manage, invest and reinvest any property received by the guardian (whether under this Will or otherwise), shall collect the income thereof, and shall apply so much of the net income and, if the net income is insufficient, so much of the principal of the property held for such beneficiary as the guardian shall deem necessary or advisable for such beneficiary's health, maintenance, support and complete education. The guardian shall accumulate any surplus net income annually and add the same to the principal of the property held for such beneficiary. When such beneficiary attains the age of eighteen (18) years, or becomes able to manage his or her affairs, the guardian shall distribute to such beneficiary all property held by the guardian for such beneficiary. If such beneficiary dies before attaining the age of eighteen (18) years, or becoming able to manage his or her affairs, the guardian shall distribute to the personal representative of such beneficiary's estate all property held by the guardian for such beneficiary. EIGHTH: The compensation payable to my Executor shall be the compensation due, in accordance with the fee schedule of my Executor at the time such services are rendered, or if my Executor is an individual, such compensation shall be reasonable compensation. NINTH: The words "child, children, or issue", as used in this Will, shall include adopted persons and persons born or adopted after the date of this Will, respectively unless expressly stated to the contrary. TENTH: I hereby authorize my Executor in addition to all powers granted bylaw, to make such election in connection with settlements under employee benefit plans in which I have an interest as my 4 • ''_ Executor deems most advantageous under all the circumstances. IN WITNESS WHEREOF, I, JOSEPH M. HIGGINS, a/k/a MICHAEL JOSEPH HIGGINS, the Testator, to this my Last Will and Testament, typewritten on seven (7) sheets of paper have set my hand and seal this ~ day of , 1992. EAL) OSEPH M. GG a/k/a MICHAEL JOSEPH HIGGINS Signed, sealed, published and declared by JOSEPH M. HIGGINS, a/Wa MICHAEL JOSEPH HIGGINS, the. said Testator, as and for his Last Will and Testament, in our presence, at his request and in the presence of each other have hereunto set our hands and seals as attesting witnesses. residing at residing at ~ °_ COMMONWEALTH OF PENNSYLVANIA: SS: COUNTY OF DAUPHIN: I, JOSEPH M. HIGGINS, a/k/a MICHAEL JOSEPH HIGGINS, Testator, whose name is signed to the attached or foregoing instrument, having been duly qualified according to law, do hereby acknowledge that I signed and executed the instrument as my Lest Will; that I signed it willingly; and that I signed it as my free and voluntary act for the purposes therein expressed. Sworn or afi'umed to and acknowledged before me, by JOSEPH .HIGGINS, a/k/a MICHAEL JOSEPH HIGGINS, the testator, this _~_ day of .1992. ~, i~~ INS Notary Public NOTAPIAL SEAL Expires: JUDY A. IF,~tS, notary i'uCIiC Harrist;ilrg, Cau~hin Coonty My Commission Expires Sept. 3,193 COMMONWEALTH OF PENNSYLVANIA: SS: COUNTY OF UPH]N: We, and ~ , .-y f C - ~ ~`~j~ the witnesses ~ose es are signed to the attached or foregoing instrument, be' duly qualified according t~ do depose and say that we were present and saw Testator sign and execute the instrument~>`us Last Will and Testament; that Testator signed willingly and that Testator executed it as his free and voluntary act for the purposes therein expressed; that each of us in the hearing and sight of the Testator signed the Will as witnesses; and that to the best of our knowledge the Testator was at that time eighteen or more years of age, of sound mind and un r o co traint r e infl nce. Sworn or afi'irmed to and subscribed to before me by - and the witnesses, this ~ y of /, T~192. n / ~1 ~ or Attorney Commission Expires: :e of Admission of Attorney: I~ T1 ~ ~^~ r ~~ ~ii~ COMMONWEALTH OF PENNSYLVANIA: SS: COUNTY OF DAUPHIN: On this, the day of .1992, before me, the undersigned officer, personally appeared ROBERT C. SP]TZER, known to me or satisfactorily proven, to be a member of the bsr of the highest court of said State and a subscribing witness to the within instrument, and certified that he was personally present when JOSEPH M. HIGGINS, a/k/a MICHAEL JOSEPH HIGGINS, as Testator, and and . as witnesses, whose names are subscribed to the within instrument executed the same and that said persons acknowledged that they executed the same for the purposes therein contained, and desired the same might be recorded as such. IN WITNESS WHEREOF, I have hereunto set my hand and Notarial seal. Notary Public My Commission Expires: 7 REV-1502 EX + (12-85) SCHEDULE A COMMONWEALTH OF PENNSYLVANIA REAL .ESTATE INHERITANCE TAX RETURN RESIDENT DECEDENT JOSEPH M. HIGGINS -199~,- (Property jointly-owned with Right of Survivorship must be disclosed on Schedule ~ All real estate should be reported at fair market value which is defined as the price at which property would be exchanged between a willing buyer and a willing seller, neither being compelled Copyright forms Software Only, t994 Nelco, inc. N94PA021 tir more space is Heaped, insert additional sheets of same size.) PA15021 NTF 1211 REV-1508Exr (p-B7} SCHEDULE E CASH, BANK DEPOSITS AND COMMONWEALTH OF PENNSYLVANIA MISCELLANEOUS INHERITANCE TAX RETURN RESIDENT DECEDENT PERSONAL PROPERTY please Print or Type ESTATE OF FILE NUMBER JOSEPH M. HIGGINS -1995- (All property Jointly-owrrod with the Right of Survivorship must be disclosed ort Schedule F) ITEM NO DESCRIPTION VALUE AT . DATE OF DEATH 1 1990 CADILLAC, COUPE DE MLLE, SOLD 5/16/95 TO THIRD PARTY FOR 11,000.00 2 WATT. S'T'REET JOURNAL, REFUND ON CANCELLATION 77.30 3 GOLFWEEK MAGAZINE REFUND ON CANCELLATION 44.40 4 CAPITAL BLUE CROSS, REINIDURSE[~NrI' FOR JMH 684.60 5 HOLY SPIRIT HOSPITAL, REIMBURSEMEN'T' 132.00 6 US NEWS AND WORLD REPORT REFUND OF CANCELLATION 34.00 7 ZIPLOCK REFUND 1.50 8 MERIDIAN BANK INDIVIDUAL RETIRII+~TTI' ACCOUNT, BALANCE 746.88 9 INTEREST ON ABOVE 8.95 10 MERIDIAN BANK, INDIVIDUAI, RETIRII~lEN'I' ACCOUNT (NO. 7767) BALANCE 583.98 11 IN'T'EREST ON ABOVE 31.98 12 FIDERAL INCOME TAX REFUND, DECEDENT'S SHARE 99.00 - TOTAL (Also enter on line 5 Recapitulation) $ 13, 444 59 (Attach additional 8 1/2" x 11" sheets if more space is needed.) PA15081 NTF 1215 Copyright Forms Software Only, 1994 Nelco. Inc. N94PA081 ~ f REV-1510 EX + (2-87) SCHEDULE G COMMONWEALTH OF PENNSYLVANIA TRANSFERS INHERITANCE TAX RETURN RESIDENT DECEDENT PLEASE PRINT OR TYPE JOSEPH M. HIGGINS -1995- THIS SCH. MUST BE COMPLETED dt FILED IF THE ANSWER TO ANY OF THE QUESTIONS ON THE REVERSE SIDE OF COVER SHEET IS YES. DESCRIPTION OF PROPERTY DECO. DOLLAR VALUE ITEM Include name of the transferee, their EXCLUSION TOTAL VALUE % OF DECEDENTS NO. relationship to decedent, date of transfer. OF ASSET INT. INTEREST 1 SINGLE FAMILY DWELLING, 210 GARREI7 LANE, CAMP HILL, (EAST PENNSBORO TOWNSHIP) PA., UNDIVIDID ONE HALF INTEREST OF DECIDENT OWNID BY TRUSZ U/A 11/17/92, BY DEID OF NOVQ+~ER 11, 1992 FROM J M HIGGINS TO TRUST. VALUE IS ONE HALF OF TOTAL ASSESSEC VALUE, TIMES CCi~MODT LEVEL RATIO FACTOR FOR CUMBERT~AND COUNTY. 2 NOTES OF COMMONWEALTH COMMUNICATIONS SERVICES INC, EACH IN FACE AMOUNT' OF $40,000, BUT UNCERTAIN DUE DATE, NO INTEREST, VAIIJID PER MEMORANDUM ATTACHID 3 ACCOUNT' OF DECIDENT'S TRUST WITH MERRILL LYNCH, #872-43974, ASSETS VALiTID, WITH ACCRUID INTEREST, BY ACCOUNT EXECUTIVE FRID FARINA PER MARCH 30, 1995 LETTER AND PRINT O1 ATTACHID . 95,842.70 0.00 235,960.16 TOTAL (Also enter on line 7 Recapitulation) ~$ 331, 802 86 (If more space is needed, insert additional sheets of same size.) PA75101 NTF tznA Copynght Forms Software Only, 1994 Nelco. Inc. N94PA101 • `REV-15*11 EXrp-gg) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE H FUNERAL EXPENSES, ADMINISTRATIVE COSTS AND MISCELLANEOUS EXPENSES Please Print or Typs ESTATE OF FILE NUMBER JOSEPH M. HIGGINS -1995- ITEM DESCRIPTION AMOUNT NO. A. Funeral Expenses: 1 MUSSELMAN FUNERAL HCN1E 1,945.00 2 FAMILY TRAVEL, MEAL AND RELATED FUNERAL EXPENSES, 1,834.00 3 FATHER HONG, PRIEST 400.00 B. Administrative Costs: 1. Personal Representative Commissions Social Security Number of Personal Representative: _ Year Commissions paid 2. Attorney Fees 3. Family Facemption Claimant KArIi~EEN HIGGINS Address of Claimant at decedents death Street Address 210 GARRE'IT LANE Cny C.ANIP HILL State PA Zip Code 17011 4. ~ Probate Fees C. Miscellaneous Expenses: See Schedule attached 0.00 7,500.00 2,000.00 0.00 ~ Zbtal front .continuation page (s) ~ 4, 229 23 _ TOTAL (Also enter on lines Recapitulation) $ 17, 908 23 (If more space is needed, insert addttlonal sheets of same size.) PA1$111 NTF 1218 Copyr+ght Forms Software Only, 1994 Nelco, Inc. N94PA111 Relationship WIFE Page 2 Estate of: JOSEPH M. HIGGINS -1995- SCHEDULE H, PART C - Miscellaneous Expenses Item No. Description Amount 1 P P & L ELECTRIC SERVICES 581.11 2 WATER COMPANY UTILITY EXPEIJSES 241.02 3 .GOOD SHEPHERD PARISH FOR SERVICES 100.00 4 BOBBIE SHEF'FT,ETr, SERVICES FOR F'[Jl~1ERAL, AND CLEANING W~DRK FOR 365.00 REAL ESTATE 5 LEGGETT AIR CONDITIONING SERVICES 279.00 6 SAMMONS COMKUNICATIONS, UTILITY FOR REAL ESTATE 96.77 7 SEARS ROEBUCK WATER HEATER MQ3IlVT'ENANCE 67.48 8 MUSSELMAN FUNERAL H~ DEATH CERTIFICATES 35.00 9 STAVE HARRINIAN, LAMP POST REPAIRS FOR REAL ESTATE 40.00 10 EAST PENNSBORO ZUWNSHIP SEWER/'IRASH 175.50 11 BELL ATZANI'IC FUNERAL TELEPHONE EXPENSE 34.26 12 MICHAEL PREST YARD EXPENSE FOR REAL ESTATE 1,260.00 13 EAST PIIQNSBORO TOWNSHIP REAL ESTATE TAXES FOR 1995 544.83 14 KEYSTONE OIL SUPPLIES- HEATING 409.26 TO'I'AL.(Carzy forward to main schedule) 4 229.23 ,v RfV-1512 EX+(i/93) COMMONWEALTH OF PENNSYLVANIA SCHEDULE INHERITANCE TAX RETURN DEBTS OF DECEDENT, RESIDENTDECEDENT MORTGAGE LIABILITIES AND .LIENS Please Print or Type ESTATE OF FILE NUMBER JOSEPH M. HIGGINS -1995- to more space Is needed, insert additional sheets of same size.) PA15121 NTF 2880 . Copyright Forms Sottware Only, 7994 Nelco, Inc. N94PAt21 REV-1519 E%~ (2-87) COMMONWEALTH OF PENNSYLVANIA SCHEDULE J INHERITANCE TAX RETURN BENEFICIARIES RESIDENT DECEDENT ESTATE OF JOSEPH M. HIGGINS rILE NUM9ER -ioo~_ ITEM NO. NAME AND ADDRESS OF BENEFICIARY RELATIONSHIP AMOUNT OR SHARE OF ESTATE A. Taxable Bequests: 1 KATFII~EEN M. HIGGINS Surviving spouse /0 (off ~a, 7 ~ 210 GARRF:IT LANE C~ HILL, PA 17011 ~q ~~ ~e en ~ • l-1 !'_q l /1 S, lf2 ~. S to e Gut. c~e~ Sv lQ u f u f -I q o?l ~ I ~ Q. I >~f ~ 2 e-n e n ~ o-~ `cJ 4 sQ,~J h l~ • l~' . a s l ~~ ' S P o ~s e - See. l e ~1 h ed u S // ~ ~ ~ d~tt ed- ~ . . e e a/p G~,~re7~r L~N ~~oil ITEM NAME AND ADDRESS OF BENEFICIARY AMOUNT OR NO. SHARE OF ESTATE B. Charitable and Governmental Bequests: None TOTAL CHARITABLE AND GOVERNMENTAL BEQUESTS (Also enter on line 13 Recapitulation) $ 0 00 (If more space Is needed, Insert addttlonal sheets of same size) PA75131 NrF t22oA Copyright Forms Software Only, 1994 Nalco, Inc. N94PA 131 TRUST AGREEMENT THIS AGREEMENT is made this / day of ~~~~a~ 1992, by and between JOSEPH M. HIGGINS, ereinafter called "Settlor"), and JOSEPH M. HIGGINS, (hereinafter called "Trustee"). BACKGROUND: Settlor hereby causes this Trust to be funded by the transfer and assignment of certain property to Trustee. The Settlor may also cause other property to be deposited for the uses and purposes of this Trust at a later date. The property is listed in detail in Schedule "A" attached to this Trust, and made a part hereof. AGREEMENT: Settlor creates this Trust on the following terms and conditions: ARTICLE I. ADDITION OF PROPERTY TO TRUST Settlor reserves the right to add to this Trust property and/or securities by gift, devise, bequest or otherwise howsoever, whether such addition be made by the Settlor or any other person. Such additional property and/or securities so acquired shall be held on the same terms of trust and with like force and effect as if said property and/or securities had originally constituted a part of the Trust. ARTICLE. II. ADMIlVISTRATION DURING SETTLOR'S LIFETIME During Settlor's Lifetime, Trustee shall administer the trust estate as follows: (a) Payments to Settlor. Trustee shall pay any of the income from the trust estate to Settlor, or to other persons designated by Settlor, that Settlor may from time to time request. In addition, Trustee shall pay to Settlor any part or all of the principal of the trust estate that Settlor requests in a writing delivered to Trustee prior to SettIor's death. (b) Incapacity or Incompetency of Settlor. If Settlor is determined to be incapacitated as provided in Article IV, Trustee shall, for the duration of such incapacity, pay to or apply for the benefit of Settlor, and of Settlor's spouse and other dependents, any sums from the income or principal of the trust estate that Trustee, in its absolute discretion, deems necessary or advisable for the care, support, and maintenance and for any other purposes that Trustee considers necessary to provide for the needs and requirements of Settlor, and Settlor's spouse and other dependents, taking into consideration the standard of living to which they are accustomed at that time. These payments may include direct payments to any landlord, hotel keeper or hospital; for services rendered in connection with any medical, nursing, or dental care; for services rendered in furnishing.food, clothing, transportation, legal or accounting services, or any other required services, provided that Trustee receives proper substantiation by those performing the services; and for the preparation of returns and payment of any and all taxes which Settlor or Settlor's spouse may be obligated to pay under any applicable state or federal laws. Payment or use of any portion of the income or principal of the trust estate for any of the purposes expressed above is not to be questioned by any person or court. ARTICLE III. PRINCIPAL AND INCOME DISBURSEMENT Upon Settlor's death, the Trustee shall disburse the income and principal of the Trust Estate in the manner set forth in detail in Schedule "B" attached hereto. ARTICLE ]V. DISABILITY OF SETTLOR If Settlor becomes disabled, and/or unable to act effectively on his own behalf in matters concerning this Trust, then and in such event any duly appointed attorney in fact for Settlor is hereby empowered, on behalf of Settlor to exercise all rights of Settlor in and under this Trust, except for the right to amend or revoke this Trust. ARTICLE V. AMENDMENT AND REVOCATION It is agreed that the Settlor may by a writing, delivered to the Trustee, (a) amend, modify or alter this Agreement, in whole or in part, provided that the duties, powers and liability of the Trustee, shall not be changed without its written consent; (b) revoke this Agreement in whole or in part. ARTICLE VI. LITIGATION TO COLLECT CLAIMS The Trustee may institute any proceedings at law or in equity in order to enforce the collection of debts owed to the Trust, and may do and perform any and all other acts and things which may be necessary for the purpose of collecting such property. Trustee shall not, except at its option, enter into or maintain any litigation to collect such property until it shall have been indemnified to its satisfaction against all expenses and liabilities to which it may, in its judgment, be subjected by any such action on its part. The Trustee is authorized to compromise and adjust claims arising out of the Trust property, upon such terms and conditions as it may deem just, and the decision of the Trustee shall be binding and conclusive upon all persons and corporations interested therein, all without necessity for court approval ARTICLE VII. POWERS OF TRUSTEE Except as otherwise specifically provided herein, and in addition to the powers granted Trustee by law, all of which shall be exercised by Trustee without posting bond or furnishing sureties in this or any other jurisdiction, the Trustee shall hold and manage the fund, when so collected, together with such other property as may be acquired, during the existence of this Trust, all of which said property will hereinafter be referred to as the "Trust Estate", or "Trust" said term meaning the principal and income of any trust or trusts created herein or in Schedule "B" hereof, upon the following terms and 2 conditions and with the following powers and authorities: A. To take, hold or retain all or any part of the trust hereby created in the form of which it may be acquired as long. as it deems advisable and to receive all the income, increments, rents and profits therefrom; B. Subject to Settlor's reserved rights herein to sell, exchange, partition, lease, option, or otherwise dispose of any property or part thereof, real or personal, which may at any time form part of this Trust Estate at public or private sale for such purposes and upon such terms, including sales on credit with or without security, in such manner and at such prices as it may determine, including the right to lease real estate for periods in excess of five years and for a term expiring after the termination of any trust, and including the right to deal in real estate ventures as a general or limited partner. In the event of a sale, exchange, partition, lease or option of any of the property of this Trust Estate, there shall be no liability on the part of the purchaser or purchasers to see to the application of the purchase money, but the same shall be held and disposed of by such purchaser or purchasers free and clear of any of the provisions of any trust created hereby; C. Subject to Settlor's reserved rights herein to invest or reinvest the Trust Estate in any property, real or personal, of any kind or nature, including stocks, bonds, mortgages, other securities and common trust funds of the Corporate Trustee without being limited or restricted to investments as now or may hereafter be prescribed for trustees by the laws of the Commonwealth of Pennsylvania or any other state, including the right to acquire, sell or retain stock in the Corporate Trustee. Trustee may invest, reinvest, buy, sell or trade options, puts, calls, or any other type of financial instrument, the nature of which need not be contemplated or in existence at the time this trust is created. D. To cause securities which may from time to time comprise any part of this Trust Estate to be registered in its name as Trustee or in the name of any nominee or to take and keep the same unregistered and retain them or any part thereof in such condition that they will pass by delivery without disclosing the fact that the property is held in a fiduciary capacity; E. To make any Loans, either secured or unsecured in such amounts, upon such terms, at such rates of interest and to such persons, firms, corporations or the executor or administrator of Settlor's Estate without interest and without reimbursement for the purpose of the payment of taxes, debts and administration expenses. F. To retain the principal or corpus, or any part thereof of this Trust Estate in the form of cash; G. To vote, in respect to any securities which may at any time form a part of this Trust Estate, upon any proposition or election at any meeting and to grant proxies, discretionary or otherwise; to vote at any such meeting, to join in or become a part of any reorganization, reacjustment, merger, voting trust, consolidation or exchange and to deposit any such securities with any committee, depository, trustee or otherwise and to pay out of this Trust Estate any fees, expenses, and a~essments, incurred in connection therewith and to charge the same to principal or income as Trustee may see fit; to exercise conversion, subscription or other rights, or to sell or abandon such rights and to receive and hold any new securities issued as a result of such reorganization, readjustment, merger voting trust, consolidation, exchange or exercise of subscription, conversion or other rights; and generally take all action in respect to any such securities as Trustee might or could do as absolute owner thereof; to vote any stock in the corporate trustee,if any, except that in the election of directors of said corporate trustee said stock shall be voted as directed by Settlor, or if not, Settlor's oldest child. 3 H. In Trustee's discretion to allocate to either principai or income or between them any and all taxes (especially capital gains taxes) or receipts or expenses which Trustee may be required to pay on behalf of this Trust Estate. I. To divide or distribute, whenever it is required or permitted, this Trust Estate and to make such division or distribution in kind or in money or partly in kind and partly in money, and that for such purposes the judgment of the Trustee as to the value of the different items shall be conclusive and fmal upon the beneficiaries; Trustee may make non pro-rata distributions. J. To hold and administer the trusts created hereby in one or more consolidated funds in whole or in part in which the separate trusts or funds shall have an undivided interest; K. To compromise claims, on such terms and conditions as Trustee, in Trustee's sole and exclusive discretion, deems appropriate without obtaining court approval therefor. L. To engage attorneys, investment counsel, accountants, agents and such other persons as it may deem advisable in the administration of this Trust Estate and to make such payment therefor as it may deem reasonable and to charge the expenses thereof to income or principal as it may determine and to delegate to such persons any discretion which it may deem proper. The Trustee shall not be liable for any negligence, omission or wrongdoing of such counsel or agents, providing reasonable care was exercised in their selection; M. If the principal of any trust is payable to a person or persons under the age of twenty-one (21) years, the Trustee shall continue the term of said trust as to said person or persona under the age of twenty-one (21) years, until he, she or they attain twenty-one (21) years of age, paying aver to said person under the age of twenty-one (21) years, or for their use and benefit, the proportionate share of the net income of said trust; N. No title in any Trust Estate, or in the income accruing therefrom, or in its accumulation shall vest in any beneficiary, and no beneficiary shall have the right or power to transfer, assign, anticipate, or encumber his or her interest in said Trust Estate, or in the income therefrom, prior to the actual distribution thereof by the Trustee to said beneficiary. Further neither the income nor the principal of any Trust Estate shall be liable in any manner, in the possession of the Trustee for the debts, contracts or engagements of any beneficiary. O. Should the principal or income or both of this or any Trust be payable to any person as to whom the Trustee has actual knowledge of a court adjudication of incompetency, or who the Trustee determines, in the discretion of Trustee, is unable to act effectively on his or her own behalf in financial matters, then Trustee shall have the right to use such principal or income to pay to such beneficiary, or for the benefit of such beneficiary. P. No trust created herein, or by exercise of a power of appointment hereunder, shall continue for more than twenty-one (21) years after the death of the last to die of Settlor and the beneficiariea in being at the date of Settlor's death. Any property still held in trust at the expiration of that. period shall immediately vest in and be distributed to the person or persons then entitled to receive or have the benefit of the income therefrom in the proportions in which they are entitled thereto, or if their interests are indefinite, then in equal shares, per stirpes. Q. If at any time during the term of this Trust, Trustee determines, in its sole discretion, that the corpus of the Trust has become too small to be practicable, or uneconomical to continue, then Trustee may distribute the corpus of the Trust estate to the then income beneficiary or beneficiaries in 4 accordance with the portions of income to which each beneficiary is entitled, or if such portions are not specifically set forth herein, then in such amounts as it deems appropriate. R. The words "child, children or issue or descendants" as used in this Trust, shall include adopted children and adopted grandchildren, and children or grandchildren born or adopted after the date of this Trust, unless expressly stated to the contrary. S. All powers and authorities granted to Trustee hereunder shall be fully exercisable by Trustee through and including final distribution of assets hereunder, even though the Trust may have terminated theretofore. T. To maintain reasonable reserves for depreciation, depletion, amortization and obsolescence. U. In Trustee's sole discretion to allocate such exemptions as are available as to the generation skipping transfer tax to any property, to include any property from that allocation and to make all related allocations thereto. No beneficiary shall have any claim against Trustee for exercising such allocation powers as granted herein. ARTICLE VIII. APPLICABLE LAW This Trust has been accepted in the State of Pennsylvania and shall in all respects be governed by the laws of that State. ARTICLE IX. TRUSTEE'S COMPENSATION Compensation payable to Trustee shall be the compensation due, in accordance with the fee schedule of Trustee, at the time Trustee renders services hereunder, but if Trustee has no such fee schedule, then such compensation shall be reasonable. ARTICLE X. SUCCESSOR TRUSTEE Upon the death, resignation or inability to act of the Trustee, then Settlor hereby names Settlor's spouse, or Settlor's spouse's designee, as Successor Trustee, (or the designee of the Successor), to serve, also without bond, in this or any other jurisdiction and without further order of court. ARTICLE XI. REAL ESTATE CONTRIBUTED BY SETTLOR Notwithstanding any other provisions contained in the body hereof, no real estate forming a part of the Trust Estate which has been contributed hereto by Settlor, or proceeds or income or other benefit from such real estate contributed by Settlor shall be distributed or eligible to be distributed to a beneficiary to whom the distribution would have generated a Real Estate Transfer Tax being payable upon the transfer of the real estate to the Trust by Grantor. It is Settlor's intention that the contribution of real estate hereto by Settlor shall be free from real estate transfer taxes. Further, any real estate contributed by Settlor to the Trust Estate, or proceeds or income or other benefit from such real estate contributed by Settlor shall be distributed, during Settlor's life, solely for the benefit of Settlor. Upon Settlor's death, such real estate, or proceeds or income or other benefit from such real estate contributed by Settlor shall be held by Trustee for the exclusive benefit of Settlor's spouse, during her lifetime and, upon her death, or if she predeceases Settlor, shall be distributed, absolutely and free of trust to Settlor's issue. I1V WITNESS WHEREOF, the Settlor, and Trustee, have signed this Trust the day and year first above written. Signed, sealed and delivered in the presence of: .~ (SEAL) S M. HIGGIN "Settlor" /'. ~~ J~ (SEAL) S H M. HIGG]N "Trustee" 6 COMMONWEALTH OF PENNSYLVANIA: SS: COUNTY OF DAUPHIN On the day of ~ ~~~:~`~'L' 1992, before me, the subscriber, a Notary Public in and for said Commonwealth and County, came the above-named JOSEPH M. HIGGINS, satisfactorily proven to me to be the person whose name is subscribed to the within instrument, and acknowledged the above Agreement to be his/her act and deed, and desired the same might be recorded as such. WITNESS my hand and Notarial Seal. ~ ~ G~ ~t - ~1t.4~ Notary ublic My ~ ommission Expires: ND7AR{At. SEAL ,iUOY A. tMFS, Notary Public Narrsburg, Dauphin County My Corm~ission Expires Sept. 3,1993 COMMONWEALTH OF PENNSYLVANIA: SS: COUNTY OF DAUPHIN: ^~ ~ On the ~__ day of (.~,~ ' .Y'l.C'<C''~ 1992, before me, the subscriber, a Notary' Public in and for said Commonwealth and County, came the above-named JOSEPH M. HIGGINS, satisfactorily proven to me to be the person whose name is subscribed to the within instrument, and acknowledged the above Agreement to be his/her act and deed, and desired the same might be recorded as such. WITNESS my hand and Notarial N 1VIy,.•'Commission Expires: NOTARIAL SFAI_ ` JUDY A. IMES, Notary public Harris~urg, Dauphin County MY Cor~;rnision Expires Sept. 3,1993 SCHEDULE "A" LIST OF PROPERTY DEPOSITED WITH JOSEPH M. HIGGINS UNDER REVOCABLE TRUST AGREEMENT WITH JOSEPH M. HIGGINS 8 .~ SCHEDULE "B" PLAN OF DISTRIBUTION OF TRUST ESTATE OF JOSEPH M. HIGG~~II~~1TTS UNDD,~~R AGREEMENT DATED _ ! 7 , if6et~e!.yrG'o~e/ 1992 Upon Settlor's death this Trust shall terminate and Trustee shall distribute all tangible personal property being a part of the Trust Estate to Settlor's spouse, KATHLEEN M. HIGGINS, but if she is not then living to Settlor's issue, in as equal shares as practicable. Upon Settlor's death, Trustee shall distribute the rest, residue and remainder of the Trust Estate to that Truste d r the Trust Agreement created by Settlor with KATHLEEN M. HIGGINS as Trustee dated / ® 1992, subject to the provisions of Article XI hereof. SE M. HIGGINS 1 ~`~ ~~~ `~-'~~-' 4~ I .a INHERITANCE TAX ~.~ i" " SCHEDULE M COMMONWEALTH OF PENNSYLVANIA INHERITANCE 1AX RETURN RESIDENT DECEDENT FUTURE INTEREST COMPROMISE FILE NUMBER I. Estote of Hi ins, Jose h M. (last Nams) [First Name) [Middb Initiol) This schedule is app-opriote only for Estates of decedents dying oher December 12, 1982. This schedule is to be used for all future interests where the rate of fox which will be opplicable when the future i nterest vests in possession and enjoyment cannot be established with certainty. II. Beneficiaries NAME SEX OF RELATIONSHIP (M) Mals DATE OP AGE ON DATE BENEFICIARY (F) female OF DECEDENT'S DEATH .Joseph M. Higgins Trust for 7/10/92 n/a Kathl M. Hi in W' f ~y 3. 4. S. Explanation of Compromise Offer: This future interest is so likely to mature in favor of the widow of the Settlor/Decedent that the bequest to this Trust should be considered as if a direct bequest to her, and taxed at zero per cent (0~)• The future interest created by Joseph M. Higgins in his Trust Agreement dated July 10, 1992 with Melton Bank as original Trustee (amended November 17, 1992 to replace Mellon with Kathleen M. Higgins as Trustee and otherwise) provides that the Trust Estate - A - [of up to Three Hundred Thousand Dollars ($300,000), but in actuality approximately 3235,000)) is paid and distributed: 1. All income to wife for life; 2. Trustee uses principal for spouse's "standard of living ... or for the health, support and maintenance of Settlor's spouse, as Trustee determines." 3. Wife can. withdraw Five Thousand Dollars (55,000.00) or five per cent (5'qo) of principal oa last day of year. 4. Wife has limited power of appointment over principal at death, exercisable by Will. 5. If not exercised. then any principal remaining passes to Settlor's children in equal shares. Settlor's spouse, Kathleen M. Higgins, will expend the principal of "A" in the next few years, and well before the expiration of her life expectancy. She currently is eighty (80) years old, having been bom August 29, 1915, and is in good health. She is active, travels extensively, (recently having returned from a Vip to Egypt and travelling throughout the. United States), and maintains a lifestyle that will exhaust these assets. She drives a Cadillac; maintains her Country Club membership; and actively pursues a bobby of Sne art acquisition. V . I Summary of Compromise Offer. 1. Vclue of Future Interest: . $ ~ ~ 13 i ~~ !~ ~ ~ ~ ~. q - tarn u u n rt- o f= ~.G~i'ir ~e ~/ s u ~J~e``~ ~ ~-f-~p .~..v..~a... ~ r 8'i y r 9. /7 2. Amount of Line 1 Exempt From Tax ...................................$__ (also enter on line 13 Recopitulotion) 3. Amount of-line 1 Toxa~le at 6% Rate ................................. $_ (also enter on Line 15 Tax Computation) 4. Amount of Line 1 Toxd6le of 15% Rate $ (also enter on line 16, Tax Computation) ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ' ~ ' ' ' ' ' ' ' ' ' ' (If more space is needed, attach additional 8% x 1 1" sheets) ,.! . r Dated: 'Z , 1994 KATHLEEN M. HIGGINS, TRUSTEE 210 Garrett Lane Camp Hill, PA 17011 Re: Trust Agreement dated July 10, 1992 between JOSEPH M. HIGGINS as Settlor and KATHLEEN M. HIGGINS as Trustee Dear Sir: Pursuant to the rights reserved to the undersigned under Article V(a) of the above Trust, the undersigned wishes to and does hereby amend the above Trust as set forth herein. In all respects, other than those specifically set forth below, the terms and conditions of the above Trust are ratified and confirmed, in their entirety. The following provisions are adopted, but are effective only upon Merrill Lynch Trust Companies (or one of its affiliates), becoming Trustee hereunder: POWERS OF THE TRUSTEE: The Settlor recognizes that the Trustee is a subsidiary of Merrill Lynch Group, Inc. and specifically authorizes it: a. To engage the services of Merrill Lynch Group, Inc., any of its direct or indirect subsidiaries or affiliates (collectively "Affiliated Corporations" and, individually, an "Affiliated Corporation") and, without limiting the generality of this authorization, the services of Merrill Lynch Investment Management, Inc., an Affiliated Corporation, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, an Affiliated Corporation: (i) To manage or advise on the investments of the Trust; (ii) To invest the Trust's assets in mutual funds offered or managed by any Affiliated Corporation; and (iii) To act as a broker or dealer to execute transactions and to rr provide other services with respect to the Trust, including the purchase of any securities currently distributed, currently underwritten, or issued by any Affiliated Corporation; b. To employ, and to delegate any of its powers, to any agents, attorneys or accountants as it deems necessary and proper; c. To pay for services rendered by such persons or by any Affiliated Corporation from the Trust property as an expense of trust administration, without diminution for any payment that the trustee may receive as trustee, and recognizing that the Trustee alb -+' .•~' may also receive credit or other compensation from Affiliated Corporations for services it may perform and may exchange services with any Affiliated Corporation; and d. To cause or permit all or any part of the Trust to be held, maintained, or managed in accounts or deposits administered in any jurisdiction inside or outside the United States of America, and to hold any trust property in the name of its nominee or a nominee of any Affiliated Corporation. COMPENSATION OF THE TRUSTEE: The Settlor authorizes the Trustee to retain payment for its services as trustee: a. In accordance with its schedule of rates as published from time to time and as in effect at the time such compensation becomes payable; and b• Without diminution from any fees that any Affiliated Corporation may receive from mutual funds in which the Trust has invested, including payment for investment advisory or management fees, administrative and sub-accounting services, brokerage fees and commissions and payments for other expenses of the mutual funds, and further, without diminution to payments to any Affiliated Corporations for services rendered to the Trust. REGISTRATION OF THE TRUSTEE: The Trustee may resign at any time by written notice delivered to the Settlor. After Settlor's death, such notice shall be delivered to Settlor's legal representative. In the event of Settlor'e failure, refusal or inability to appoint a successor trustee, or after Settlor's death the failure, refusal or inability of Settlor's legal representative to appoint a successor trustee, Trustee or any beneficiary of the trust provided for in this Agreement may, at the expense of the trust, secure the appointment of a successor trustee by a court of competent jurisdiction. No bond or other security will be required in any jurisdiction of the Trustee, or any successor appointed in accordance with these provisions. with theDTrusteeAtoOindemnifyTandTsave andTholdeitlandcthenAffiliatedgrees Corporations harmless from and against any and all claims, demands, losses, liabilities, damages and expenses of whatever kind and nature which it may at any time sustain by reason or in consequence of anything done or omitted with respect to the administration of the Trust prior to its receipt of the assets, it being Settlor's intention that the Trustee shall be accountable only from the date it receives the assets of the Trust as .evidenced by the periodic customer trust account statement. Very truly yours, l„ JOSEPH/~M•. H GGINS ACCEPTED this day of 1994. KATHLEEN M. HIGGINS, _\ r.+ . COMMONWEALTH OF PENNSYLVANIA: SS: COUNTY OF DAUPHIN: M~- On the 0.~ i day of ~'/i,~G~ l ~ 1994, before me, the subscriber, a Notary Public in and for said Commonwealth and County, came the above-named JOSEPH M. HIGGINS, satisfactorily proven to me to be the peroon whose name is subscribed to the within instrument and acknowledged the above instrument to be her/his act and deed, and desired the same might be recorded as such. WITNESS my hand and Notarial Seal. N ary Public My C fission Expires: NOTARIAL SEAL JUDY A. IMES, Notary Public Harrisburg, Dauphin Cuur~ty My Commission Expires Sept. 8,1997 r FOR INFORMATION ONLY TABLE OF C EN S TO ///--~~ TRUST AGREEMENT DATED IV , 1992 BETWEEN JOSEPH M. HI NS AS SETTLOR AND MELLON BANK, :~A., AS TRUSTEE ~% BACKGROUND ADMINISTRATIVE PART ARTICLE TITLE I ADDITION OF PROPERTY TO TRUST II RESERVATION OF RIGHTS III PRINCIPAL AND INCOME DISBURSEMENT IV PREMIUMS ON POLICIES V AMENDMENT AND REVOCATION VI LITIGATION TO ENFORCE POLICIES, COLLECT CLAIMS VII POWERS OF TRUSTEE A. Retain Assets B. Dispose of Property C. Authorize Investments D. Register Securities E. Loan Money F. Retention in Cash G. Borrow Money H. Vote Securities I. Allocate Receipts, Expenses J. Distribute Cash or Rind, Non-Prorata K. Consolidated Fund L. Compromise Claims M. Engage Experts N. Principal to Minor O. Prohibition Against Sale P. Facility of Payment Q. Vesting R. Termination S. Adopted Children Included T. Business Authority U. Discretionary Power PAGE 1 1 2 2 2 3 3 3 4 4 4 4 4 4 5 5 5 5 5 5 6 6 6 6 6 7 7 ~. ~ 1 V. Powers Through Final Distribution 7 W. Allocation of Assets 7 X. Protection of Marital Deduction 7 Y. Employee Benefit Election 7 Z. Education Defined 8 AA. Occupancy of Residence 8 BB. Limitation on Trustee Power 8 CC. Consultation with Others 8 DD. Generation Skipping 8 EE. Reserves 10 FF. Trustee's Power to Amend 10 VIII APPLICABLE LAW 10 IX RECEIPT OF POLICIES 10 X TRUSTEE'S COMPENSATION 10 XI RESIGNATION OF TRUSTEE 10 XII REMOVAL OF TRUSTEE 11 SIGNATURE PAGE 12 SCHEDULE "A" 14 LIST OF THE LIFE INSURANCE POLICIES AND/OR PROPERTY DEPOSITED WITH TRUSTEE DISPOSITIVE PART SCHEDULE "B" 15 PLAN OF DISTRIBUTION OF TRUST ESTATE .. TRUST AGREEMENT THIS AGREEMENT is made this ~o -day of , 1992, by and between JOSEPH M. HIGGINS, (hereinaft c led "Settlor") and MELLON BANK, N.A., (hereinafter called 'Trustee"). I. BACKGROUND: Settlor has caused or may cause this Trust to be funded by the transfer and assignment of certain property to Trustee, and/or by naming Trustee as beneficiary of certain life insurance policies. The Settlor may also cause other property to be deposited for the uses and purposes of this Trust. The property and/or insurance policies are listed in detail in Schedule "A" attached to this Trust, and made a part hereof. The Trust is composed of two parts, an Administrative Part and a Dispositive Part. The Trust may be amended. ADMINISTRATIVE PART II. AGREEMENT: Settlor creates this Trust on the following terms and conditions: Article I Addition of Property to Trust Settlor reserves the right to add to this Trust any policies of insurance issued on Settlor's life; and further, the Trust may be enlarged by property and/or securities acquired by the Trustee by gift, devise, bequest or otherwise howsoever, whether such addition be made by the Settlor or any other person. The proceeds of any such policies of insurance or any additional property and/or securities so acquired shall be held on the same terms of trust and with like force and effect as if originally a part of the Trust. Article II Reservation of Rights (Insurance) Settlor reserves to Settlor, during Settlor's life, all payments, dividends, surrender value privileges and benefits of any kind which may accrue on account of any of the aforesaid policies of insurance, and the. right at any time to assign, pledge or use said policies, or any of them, or to change the beneficiary thereof, or to borrow money thereon, without the consent, approval or joinder. of the Trustee, or any beneficiary hereunder. The Trust shall be operative only. as to the proceeds of such of the policies as in terms may be due and payable to the Trustee at the time of the death of the Settlor or thereafter, after deduction of all charges against the policies by way of advances, loans, premiums or otherwise.. Such proceeds shall be principal. The receipt of the Trustee for such proceeds shall release the insurance companies from liability on the policies. (Other Property) As to assets added to the Trust during the lifetime of the Settlor, and by the Settlor, the Settlor reserves to Settlor, during Settlor's life, the right to withdraw. principal or income, and to direct Trustee to make such investments as Settlor desires, as well as the right to approve, in advance, any investments Trustee selects. Subject to these powers of Settlor, Trustee may pay principal or income for the support or welfare of Settlor. As to assets added to the Trust by a person or entity other than Settlor, Trustee shall, during the lifetime of Settlor, in Trustee's sole discretion, .pay so much of the income and/or principal as Trustee deems necessary, for the benefit of Settlor and/or the issue of Settlor and for the support, maintenance, health, and safety of Settlor, or the issue of Settlor. All accumulated or undistributed income shall be added to principal hereunder. Article III Principal and Income Disbursement Upon Settlor's death, the Trustee shall disburse the income and principal of the Trust Estate in the manner set forth in detail in Schedule "B" attached hereto. Article IV Premiums on Policies Trustee is not obligated to pay any premiums or assessments on said policies of insurance and shall be under no obligation in respect to the policies other than for the safe-keeping thereof, except to the extent otherwise expressly agreed,to herein, if the policies are deposited herewith. Article V Amendment and Revocation Settlor may by instrument in writing, delivered to the Trustee, (a) amend, modify or alter this Agreement, in whole or in part, provided that the duties, powers and liability of the Trustee shall not be changed without its written consent; (b) revoke this Agreement in whole or in part; provided, however, that the rights of Settlor under (a) and (b) shall not apply to any assets added to the Trust by a person other than Settlor. 2 Article VI Litigation to Enforce Policies, Collect Claims The Trustee may institute any proceedings at law or in equity in order to enforce the payment of such policies or the collection of such property, and may do and perform any and all other acts and things which may be necessary for the purpose of collecting such property or any sums which may be due and payable under the terms of said policies. Trustee shall not, except at its option, enter into or maintain any litigation to enforce the payment of said policies, or collect such property until it shall have been indemnified to its satisfaction against all expenses and liabilities to which it may, in its judgment, be subjected by any such action on its part. The Trustee is authorized to compromise and adjust claims arising out of the insurance policies or any of them or other property, upon such terms and conditions as it may deem just, and the decision of the Trustee shall be binding and conclusive upon all persons and corporations interested therein, all without necessity for court approval. Article VII Powers of Trustee Except as otherwise specifically provided herein, and in addition to the powers granted Trustee by law, all of which shall be exercised by Trustee without posting bond or furnishing sureties in this or any other jurisdiction, the Trustee shall hold and manage the fund, when so collected, together with such other property as may be acquired, during the existence of this Trust, all of which property will hereinafter be referred to as the "Trust Estate", or "Trust" term meaning the principal and income of any trust or trusts created herein or in Schedule "B" hereof,. upon the following terms and conditions and with the following powers and authorities: A. Retain Assets: To retain all or any part of the trust in the form in which it was acquired as long as it deems advisable; B. Dispose of Property: To sell, exchange, partition, lease, option, or otherwise dispose of any property or part thereof, real or personal, which may at any time form part of this Trust Estate at public or private sale for such purposes and upon such terms, including sales on credit with or without security, in such manner and at such prices as it may determine, including the right to lease real estate for periods in excess of five years and for a term expiring after the tern-ination of any trust, and including the right to deal in real estate ventures as a general or limited partner. In the event of a sale, exchange, partition, lease or option of any of the property of this Trust Estate, there shall be .no liability on the part of the purchaser or purchasers to see to the application of the purchase money, 3 but the same shall be held and disposed of by such purchaser or purchasers free and clear of any of the provisions of any-trust created hereby; C. Authorized Investments: To invest or reinvest the Trust Estate in any property, real or personal, of any kind or nature, including stocks, bonds, mortgages, other securities and common trust funds of the Corporate Trustee without being limited or restricted to investments as now or may hereafter be prescribed for trustees by law including the right to acquire, sell or retain stock in the Corporate Trustee. Trustee may invest, reinvest, buy, sell or trade options, puts, calls, or any other type of financial instrument, the nature of which need not be contemplated or in existence at the time this trust is created. D. Register Securities: To register securities in its name as Trustee or in the name of any nominee or to take and keep the same unregistered and retain them or any part thereof in such condition that they will pass by delivery without disclosing the fact that the property is held in a fiduciary capacity; E. Loan Money: To make any loans, either secured or unsecured in such amounts, upon such terms, at such rates of interest and to such persons, firms, corporations or the executor or administrator of Settlor's Estate or the Estate of Settlor's spouse without interest and without reimbursement for the purpose of the payment of taxes, debts and administration expenses; provided, however, that any benefits from a qualified employee benefit plan received by the Trustee shall not be used for the payment of such taxes, debts or expenses, if not includible in Settlor's gross estate for federal estate tax purposes; F. Retention in Cash:, To retain for reasonable periods the principal or corpus, or any part thereof of this Trust Estate in the form of cash; G. Borrow Money: To borrow money for any purpose on any terms in connection with the administration of or investment in assets of this Trust Estate; execute promissory notes or other obligations for the amounts so borrowed and secure the payment of any amounts so borrowed by mortgage or pledge. of any real or personal property which may at any time form a part of this Trust Estate; H. Vote Securities: To vote any securities upon any proposition or election at any meeting and to grant proxies, discretionary or otherwise; to join in or become a part of any reorganization, readjustment, merger, voting trust, consolidation or exchange and to deposit any such securities with any committee, depository, trustee or otherwise and to payout of this Trust Estate any fees, expenses and assessments, incurred in connection therewith and to charge the same to principal or 4 income as Trustee may see fit; to exercise conversion, subscription or other rights, or to .sell or abandon such rights and to receive and hold any new securities issued as a result of such reorganization, readjustment., merger, voting trust, consolidation, exchange or exercise of subscription, conversion or other rights; and generally take all action in respect to any such securities as Trustee might or could do as absolute owner thereof; to vote any stock in the corporate trustee; I. Allocate Receipts, Expenses: In Trustee's discretion, to allocate to either principal or income or between them any and all taxes. (especially capital gains taxes) or receipts or expenses which Trustee may be required to pay on behalf of this Trust Estate, but in no event shall the income of any marital deduction trust created herein be reduced by the exercise of this power. J. Distribute Cash or Kind, Non-Prorata: To divide or distribute, whenever it is required or permitted, this Trust Estate and to make such division or distribution in kind or in money or partly in kind and. partly in money, and the judgment of the Trustee as to the value of the different items shall be conclusive and final upon the beneficiaries; to make non-prorata distributions of assets in kind; K. Consolidated Fund: To hold and administer the trusts created hereby in one or more consolidated funds in whole or in part in which the separate trusts or funds shall have an undivided interest; L. Compromise. Claims: To compromise claims, on such terms and conditions as Trustee, in Trustee's sole and exclusive discretion, deems appropriate without obtaining court approval thereof . M. .Engage Experts: To engage attorneys,. investment counsel, accountants, agents and such other persons as it may deem advisable in the administration of this Trust Estate and to make such payment therefor as it may deem reasonable and to charge the expenses thereof to income or principal as it may determine and to delegate to such persons any discretion which it may deem proper. The Trustee shall not be liable for any negligence, omission or wrongdoing of such counsel or agents, providing reasonable care was exercised in their selection; N. Principal to Minor: If the .principal of any trust is payable to a person or persons under the age of twenty-one (21) years, the Trustee shall continue the term of said trust as to said person or persons under the age of twenty-one (21) years, until he, she or they attain twenty-one (21) years of age, paying over to said person under the age of twenty-one (21) years, or for their use and benefit, the proportionate share of the net 5 income of said trust; O. Prohibition Against Sale: No title in any Trust Estate, or in the income accruing therefrom, or in its accumulation shall vest in any beneficiary, and no beneficiary shall have the right or power to transfer, assign, anticipate, or encumber his or her interest in said Trust Estate, or in the income therefrom, prior to the actual distribution thereof by the Trustee to said .beneficiary. Further neither the income nor the principal of any Trust Estate shall be liable in any manner, in the possession of the Trustee for the debts, contracts, or engagements of any beneficiary. P. Facility of Payment: Should the principal or income or both of this or any Trust be payable to any person as to whom the Trustee has actual knowledge of a court adjudication of incompetency, or who the Trustee determines, in the discretion of Trustee, is unable to act effectively on his or her own behalf in financial matters, then Trustee shall have the right to use such principal or income to pay to such beneficiary, or for the benefit of such beneficiary, but nothing herein shall be deemed to impair the duty of Trustee to pay income to Settlor's spouse under any trust herein qualifying for the marital deduction (if created herein), unless Settlor's spouse is declared legally incompetent. Q. Vesting: No trust created herein, or by exercise of a power of appointment hereunder, shall continue for more than twenty-one (21) years after the death of the last to die of Settlor and the beneficiaries in being at the date of Settlor's death. Any property still held in trust at the expiration of that period shall immediately vest in and be distributed to the person or persons then entitled to receive or have the benefit of the income therefrom in the proportions in which they are entitled thereto, or if their interests are indefinite, then in equal shares, per stirpes. R. Termination: If at any time during the term of this Trust, Trustee determines, in its sole discretion, that the corpus of the Trust has become too small to be practicable, or uneconomical to continue, then Trustee may distribute the corpus of the Trust estate to the then income beneficiary or beneficiaries in accordance with the portions of income to which each beneficiary is entitled, or if such portions are not specifically set forth herein, then in such amounts as it deems appropriate. S. Adopted Children Included: The words "child, children or issue or descendants" as used in this Trust, shall include adopted children and adopted grandchildren, and children or grandchildren born or adopted after the date of this Trust, unless expressly stated to the contrary. 6 - T. Business Authority: If the Trust Estate includes any interest which the Settlor had in a business at the time of Settlor's death, whether the same is a sole proprietorship, a partnership or a corporation in which Settlor owned all or a substantial portion of the stock, the Trustee is authorized to continue said business, without order of court, until such time as it deems it advisable to sell, liquidate or distribute the same. in kind. Trustee shall have all rights and powers in connection with said business as the Settlor had when living, including by way of example and not limitation, the powers to operate or join in the operation thereof as a going concern, to form or re-form a general or limited partnership, to incorporate or re-incorporate and to liquidate or sell the same or any part thereof, all as it deems advisable for the best interests of the Trust Estate and of the beneficiaries thereof, without any liability for loss resulting from the operation of said business except where such loss is the result of gross negligence or fraud on the part of the Trustee. The Trustee shall be entitled to receive for its services in connection with said business, such additional compensation as may be commensurate therewith. U. Discretionary Power: In exercising discretionary powers granted to Trustee under this Trust, Trustee may give .due regard to the assets and income of the beneficiary, other than assets and. benefits under any trust created hereunder. V. Powers Through Final Distribution: All powers .and authorities granted to Trustee hereunder shall be fully exercisable by Trustee through and including final distribution of assets hereunder, even though the Trust may have terminated earlier. W. Allocation of Assets: Trustee may allocate assets among the beneficiaries (including any trust hereunder) without regard to the income tax basis of any such assets. X. Protection of Marital Deduction: Notwithstanding anything to the contrary herein or in Schedule "B" hereof, no power, authority or discretion given to Trustee hereunder or in Schedule "B" hereof shall be construed in any manner which shall result in a disallowance of the marital deduction for any trust created for the benefit of my spouse, otherwise eligible for the marital deduction, if created hereunder, and any such power or authority which is construed to have such effect is void, hereby revoked, and to no effect, as if not set forth herein, in Trustee's discretion. Y. Employee Benefit Election: Trustee, in addition to all powers granted by law, is hereby authorized to make such election in connection with settlements under employee benefit plans in which Settlor has an interest as Trustee deems most advantageous under all the circumstances. 7 Z. Education Defined: The word "education" as use in this Trust shall mean and include, but not be limited to primary, secondary, collegiate and/or post-graduate education in private or parochial school, college, trade school or graduate school. It is Settlor's intention in granting Trustee the power to expend funds for "education" that the word "education" be interpreted broadly by Trustee. AA. Occupancy of Residence: To permit any beneficiary or beneficiaries to occupy rent free any residence constituting a part of the assets of a trust for such beneficiary or beneficiaries and to pay the real estate taxes thereon, expenses of maintaining said residence in suitable repair and condition and hazard insurance premiums on the residence; provided, however, the Trustee shall not exercise this power in any way which would deprive Settlor's spouse of the beneficial enjoyment of Part "B" and such spouse shall have the right to limit, restrict or terminate the Trustee's exercise of this power if it interferes with such beneficial enjoyment. BB. Limitation on Trustee Power: No person at any time acting as a Trustee hereunder shall have any power or obligation to participate in any discretionary authority Settlor has given to Trustee to pay the income or principal to such person or for his or her benefit or in relief of his or her legal obligations. Further, no Trustee who is a beneficiary of one of the trusts, or who is legally obligated to support a beneficiary, shall ever participate in (i) the exercise of, or decision not to exercise, any discretion to pay income or principal to, or to apply income or principal for the benefit of, any beneficiary (including discretion to allocate funds among a group of beneficiaries and discretion to accumulate income), (ii) the determination whether a beneficiary is disabled, (iii) the decision to end any trust, (iv) the exercise of discretion to allocate receipts or expenses between principal and income, (v) decisions to exercise tax options, (vi) a decision to make payments to aid in the settlement of my estate, (vii) the selection of a custodian for a minor's property, (viii) the selection of the property to be allocated to the marital deduction trust, (ix) the decision to combine or divide trusts, or (x) the amendment of the trust by a Trustee hereunder. CC. Consultation with Others: Trustee is directed to consult with Settlor's spouse in connection with .any investment of the Trust. DD. Generation Skipping: In my Trustee's sole discretion to allocate such exemptions as are available as to the generation skipping transfer tax to any property, to exclude any property from that allocation and to make all related allocations thereto. No beneficiary shall have any claim against my Trustee for 8 exercising such allocation powers as granted herein. Further, .Trustee is authorized to divide any trust created hereunder into two separate trusts so that the inclusion ratio for generation skipping transfer tax purposes shall be either zero or one for each such separate trust. Any such separate trust shall have the identical provisions as the original trust. If trusts are created, the Trustee may, at any time prior to a combination of such trusts: (1) make different tax elections {including the allocation of Settlor's available generation- skipping tax exemption from the federal generation-skipping transfer tax) with respect to each separate trust; (2) expend principal and exercise any other discretionary powers with respect to such separate trusts differently; (3) invest such separate trusts differently; and (4) take all other actions consistent with such trusts being separate entities. Further, the donee of any power of appointment with respect to any trust so divided may exercise such power differently with respect to the separate trusts created by the division. Settlor exonerates Trustee from any liability arising from any exercise or failure to exercise these powers, provided the actions (or inactions) of Trustee are taken in good faith. If Trustee exercises the special election provided by Section 2652(a}(3) of the Internal Revenue Code, as amended, as to this Trust, Settlor authorizes Trustee in its sole discretion at any time prior to the funding of the trust by an instrument filed with the trust records to divide the trust property into two fractional share trusts, one based upon Settlor's generation skipping transfer exemption allocated to the trust and the second being the balance of the trust property. If a trust hereunder would be partially exempt from generation-skipping tax by reason of an allocation of generation- skipping tax exemption to it, before the allocation the Trustee, in its discretion, may divide the trust into two separate trusts of equal or unequal value, to permit allocation of the exemption solely to one trust which will be entirely exempt from generation-skipping tax. In addition, if a trust hereunder is entirely exempt or entirely non-exempt from generation-skipping tax and adding property to the trust would. partially subject it to generation-skipping tax, the Trustee, in its discretion, may hold that property as a separate trust in lieu of making the addition. Except. as otherwise provided in this instrument, the trusts created herein shall have the same terms and conditions, but the Trustee shall not make discretionary distributions from the income or principal of the exempt trust to beneficiaries who are non-skip persons so long as any readily marketable assets remain in trust other than the exempt trust. Upon division or distribution of an exempt trust and a non- exempt or partially exempt trust held hereunder, the Trustee, in 9 its discretion, may allocate property from the exempt trust first to a share from which a generation-skipping transfer is more likely to occur. EE. Reserves: To maintain reasonable reserves for depreciation, depletion, amortization and obsolescence. FF. Trustee's Power to Amend: Trustee shall have the power in its sole discretion, by an instrument filed with the trust records to amend the dispositive or administrative provisions of this indenture (including the provisions relating to the trustee); provided that only descendants of the grantor (or their estates) or charitable organizations described in Sections 2055(a) and 2522(a) of the Internal Revenue Code, as amended, shall be beneficiaries and the grantor shall not be given any right or power with respect to the trust property. Further, Trustee shall-not exercise this power in such a way that a trust otherwise eligible for the marital deduction, or otherwise eligible as a qualified domestic trust does not qualify as such. Article VIII Applicable Law This Trust has been accepted in the State of Pennsylvania and shall in all respects be governed by the laws of that State. Article IX Receipt of Policies Settlor, by joining in the execution of this instrument acknowledges (unless otherwise specified in writing) that Settlor has retained custody and possession of the insurance policies, if any, described on Schedule "A" attached hereto and made a part hereof . Article X. Trustee's Compensation The compensation payable to Trustee shall be the compensation due, in accordance with the fee schedule of Trustee, at the time Trustee renders services hereunder, but if Trustee has no such fee schedule, then such compensation shall be reasonable. Article XI Resignation of Trustee Trustee may resign by giving written notice thereof to the Settlor, if living, or if Settlor is not living then to Settlor's spouse, or if Settlor's spouse is not living, by notice to Settlor's children, even if those children be minors, specifying a date, not less than thirty (30) days from the date of the notice, on which Trustee shall be deemed to have resigned. Upon such date, Trustee shall be deemed to have resigned, and upon delivery of the assets of the Trust to the Successor Corporate Trustee appointed as described below, shall be free of any 10 r further duty to Settlor or the beneficiaries or the Successor Corporate Trustee hereunder, except for past acts or conduct of Trustee. A Successor Corporate Trustee, a corporation, bank or trust company, qualified under the laws of the Commonwealth of Pennsylvania or the United States of America to act as Trustee shall be appointed as follows: 1. By Settlor, if then alive. 2. If Settlor is not then alive, then Settlor's spouse shall select the Successor Corporate Trustee. 3. If neither Settlor nor Settlor's spouse are alive, then such selection shall be made by majority vote of the income beneficiary or beneficiaries of the trust, who are twenty-one (21j years of age or older. 4. If Settlor and Settlor's spouse are not living, and there are no income beneficiaries of the age of twenty-one (21) years or older, or if the appropriate person above fails so to select a Successor Corporate Trustee, within ten days after notice of resignation is given, then and in such events the Orphans' Court Division of the Court of Common Pleas of the County in which this Trust has its situs shall select a Successor Corporate Trustee having the qualifications listed above. Any Successor Corporate Trustee so selected shall serve on the same terms and conditions, and with the same powers and duties as if originally appointed. Article XII Removal of Trustee Settlor's spouse shall have the right, by written notice to Trustee, to remove the Trustee. If Settlor's spouse so removes the Trustee, then Settlor's oldest issue shall have the authority to name a successor trustee to serve on the same terms and conditions as set forth herein. Any such successor trustee shall be a corporation or national bank authorized to exercise trust powers in the Commonwealth of Pennsylvania. 11 ,' IN WITNESS WHEREOF, the Settlor, JOSEPH M. HIGGINS, and Trustee, MELLON BANK, N.A., have signed this Trust the day and year first above written. ,1 f~ (SEAL) OSEPH M. H NS Signed, sealed and delivered in the p en~ce of: MELLON BANK, N.A. ATTEST: ,' ' ~ BY " ` "' ~ l _ ~~ (Corp'orate Seal) 12 .' COMMONWEALTH OF PENNSYLVANIA: SS: COUNTY OF DAUPHIN: n On the ~ "' day of ~ 1992, before me, the subscriber, a Notary P biid in and for said Commonwealth and County, came the a~e-n ed JOSEPH M. HIGGINS, satisfactorily proven to me to be t~(e person whose name is subscribed to the within instrument, and acknowledged the above Agreement to be his act and deed, and desired the same might be` recorded as such. WITNESS my hand and Notarial Seal. Public NOTARIAL SEAL JUDY A IMES, Plotary Public Harrisburg, Dauphin County My Commission Expires Sept 3,1993 My Commission Expires: COMMONWEALTH OF PENNSYLVANIA: SS: COUNTY OF DAUPHIN: On the y~ ~ I '~ day of ~ =` T subscriber, a Notary Public in and for County, personally appeared ~!:-~,~;~r~ ~~ acknowledged himself to be the '~=~;:,~~. MELLON BANK, N.A., and that he as such to do so, executed the foregoing instri therein contained by signing the name himself as such officer. 1992, the said Commonwealth and ~,'~ ,,,•~ , who - '' of officer being authorized invent for the purpose of the corporation by IN WITNESS WHEREOF, I have hereunto set my hand and official seal. ---., Notary Public° My Commission Expires: {,. ,~Z~; . ~ cam:,, ,:., P:~3 13 SCHEDULE "A" LIST OF THE LIFE INSURANCE POLICIES AND/OR PROPERTY DEPOSITED WITH MELLON BANK, N.A. UNDER REVOCABLE TRUST AGREEMENT WITH JOSEPH M. HIGGINS 14 ~ ~ DISPOSITIVE PART SCHEDULE "B" PLAN OF DISTRIBUTION OF TRUST ESTATE OF JOSEPH M. HIGGINS UNDER AGREEMENT DATED , 1992 Trustee shall divide the Trust Estate (including but not limited to any and all property received by Trustee prior to Settlor's death, under Settlor's Last Will and Testament, proceeds of life insurance, and all other property forming a corpus hereof, before the payment of inheritance, estate or succession taxes, whether such taxes are paid from this trust or any other source), into two (2) parts, hereinafter called Family or Credit Shelter Part "A" and Marital Part "B", in the following manner, and to be held on the following terms and conditions: FAMILY, CREDIT SHELTER OR "A" TRUST A. Amount: Part "A" shall be an amount equal to Three Hundred Thousand Dollars. TERMS OF DISTRIBUTION Part "A" shall be held and distributed by Settlor's Trustee, as a separate Trust, on the terms and conditions as follows: .p 15 1. Trustee shall pay the entire net income to Settlor's spouse for life; these distributions may be paid to settlor's spouse, by Trustee, or else applied directly for Settlor's spouse's benefit by Trustee. 2. Trustee may use all or such part of the principal for the benefit of Settlor's spouse, to maintain the standard of ,~~i living of Settlor's spouse or for the health, comfort, support ~~ ~:~ and maintenance of Settlor's spouse, as Trustee determines. 3. If Settlor's spouse is living on the last day of a calendar year, Settlor's spouse shall have the right, at any time, on that day, to withdraw the greater of Five Thousand Dollars ($5,000.00) or five per cent (5~) of the then aggregate value of principal of the trust by written notice to the Trustee, and the Trust shall terminate as to such amount withdrawn. This right shall be exercisable annually, and is not cumulative. 4. Upon the death of Settlor's spouse, then the accumulated or undistributed income shall be paid to the Estate of Settlor's spouse, and the principal shall be paid as Settlor's spouse directs in the Last Will and Testament of Settlor's spouse by express reference hereto, to and among a class consisting of Settlor's issue. If Settlor's spouse fails to exercise this Limited Power of Appointment, or exercises it only in part, then this Trust shall terminate, then the remaining principal and accumulated income of the Trust Estate shall be paid and distributed as follows: 16 (a) If all of Settlor's children are then surviving then one-third to each, absolutely and free of trust. (b) If Settlor's son, MICHAEL, is not then surviving, his share shall pass to the other children of Settlor absolutely and free of trust, or to their issue, per stirpes. (c) If either of Settlor's other children, SHARON and SUE, are not then living, then her share (or their shares) shall pass to her issue, or, if none, to Settlor's then surviving child or children, absolutely and free of trust. It is the considered judgment of Settlor that the issue of Settlor's son, Michael, not share directly in this Trust Estate. MARITAL TRUST OR PART "B" B. Part "B" shall consist of the remainder of the Trust Estate. Part "B" shall be paid held in further trust by Trustee on the following terms and conditions: 1. Settlor's spouse shall be entitled to all of the income from Part "B", payable in quarterly or more frequent installments as Settlor's spouse determines. 2. Upon the written request of Settlor's spouse, Trustee shall pay and distribute absolutely and free of Trust all or any part of Part B to Settlor's spouse and the Trust shall terminate 17 ~ ~ + ~ i as to the amount so distributed. 3. On the death of Settlor's spouse this trust shall ~ • . terminate and Trustee shall pay the accumulated income if any to the estate of Settlor's spouse, and the principal to such persons, including the estate of Settlor's spouse, as Settlor's .spouse directs, alone and in all events, by specific reference hereto in the Last Will and Testament of Settlor's spouse. To the extent Settlor's spouse does not exercise this general power of appointment, the principal remaining shall be held in further trust on the terms and conditions set forth in Paragraphs A 4, a - c of this Schedule "B", as a part of Part "A" hereunder. C. Trustee shall pay any increase in federal estate or inheritance taxes or administration expenses in the estate of Settlor's spouse caused by the inclusion of this Marital Trust Part "B" for tax purposes in the estate of my spouse, from principal of Part "B". Trustee may rely upon a written statement from my spouse's executor as to the amount of such tax or expense. D. Settlor's spouse shall have the right to compel Trustee to invest in income-producing property, as to investments in Part ~~ B ~~ E. In the event Settlor's spouse and Settlor should die under circumstances which render the order of their deaths uncertain, for the purposes of this Trust it shall be conclusively presumed that Settlor's spouse survived Settlor. In such event, however, (in lieu of the amount above specified), 18 ~' ;. «~ • .. Part "B" shall consist of that amount (but no more) of the .principal held hereunder (without deduction for estate or inheritance taxes) which must be added to the value of all other property for which the marital deduction is allowed, in order to give Settlor's estate a marital deduction which would result in the lowest total of federal estate tax on Settlor's estate and Settlor's spouse's estate. Such amount shall be determined on the assumption that Settlor's spouse died after Settlor on the date of Settlor's death and that Settlor's spouse's estate was valued as of the date upon (and in the manner in) which Settlor's estate is valued for federal estate tax purposes. '~ OSEPH M. HI S 19 r .~ REV-1547 EX AFP (12-95) COMMGNWEALTH ~ PENNSYLVANIA ACN 101 DEPARTMENT OF REVENUE NOTICE OF INHERITANCE TAX BUREAU ~7F INDIVIDUAL TAXES APPRAISEMENT, ALLOWANCE OR DISALLOWANCE DEPT. 280601 OF DEDUCTIONS AND ASSESSMENT OF TAX DATE 03-04-96 HARRISBURG, PA 17128-0601 ESTATE OF S J S H M _ FILE N0. ~i y5-uaii nnrE eF DEATH 01-28-95 _COUNTY CUMBERLAND NOTE: TO INSURE PROPER CREDIT TO YOUR ACCOUNT, SUBMIT THE UPPER PORTIQN OF THIS FORM WITH YOUR TAX PAYMENT TO THE REGISTER OF WILLS. MAKE CHECK PAYABLE TO "REGISTER OF WILLS, AGENT' REMIT PAYMENT T0: ROBERT C SPITZER PO BOX 12087 HBG PA 17108 REGISTER OF WILLS CUMBERLAND CO COURT HOUSE CARLISLE, PA 17013 Anount Remitted CUT ALONG THIS LINE _- RETAIN LOWER PORTION FOR YOUR RECORDS ~ _______________ ----------------------------- ------------------------------------------------------------------- REV-1547 EX AFP (12-95) NOTICE OF INHERITANCE TAX APPRAISEMENT, ALLOWANCE OR DISALLOWANCE OF DEDUCTIONS AND ASSESSMENT OF TAX ESTATE OF HIGGINS JOSEPH M FILE N0. 21 95-0317 ACN- 101 DATE 03-04-96 TAX RETURN WAS: ( ) ACCEPTED AS FILED ( Xl CHANGED SEE ATTACHED NOTICE RESERVATION CONCERNING FUTURE INTEREST - SEE REVERSE (i) .00 (2) .00 (3) .00 (4) .00 (5) 13,444.59 (6) .00 (7) 331, 802.86 ($) 345,247.45 17,908.23 9. Funeral Expenses/Adm. Costs/Misc. Expenses (Schedul• H) (9) 10. Debts/Mortgage Liabilities/Liana (Schedul• I) (10) 1,577.3 5 11. Total Deductions (11) 19.485.58 325,761.87 12. Net Value of Tax Return (12) .00 13. Charitable/Governmental Bequests (Schedul• J) (13) 325,761.87 14. Net Value of Estat• Subject to Tax (14) NOTE: if an assessment was issued previously, lines 14, 15 andior 16, 17 and 18 will reflect figures that include the total of ALL returns assessed to date. ASSESSMENT OF TAX: •00 X .00= .00 15. Amount of Line 14 at Spousal rat' (15) 16. Anount of Line 14 taxable at Lineal/Class A rate (16) •00 X .06. .00 17. Anount of Line 14 taxable at Collateral/Class B rate (17) .00 X .15. .00 18. iv ww Principal Tax Due lwTTC. (18) .00 APPRAISED VALUE OF RETURN BASED ON: ORIGINAL RETURN 1. Real Estat• (Schedule Al 2. Stocks and Bonds (Schedul• B) 3. Closely Held Stock/Partnership Interest (Schedul• C) 4. Mortgages/Notes Receivable (Schedul• D) 5. Cash/Bank Deposits/Misc. Personal Property (Schedule E) 6. Jointly Owned Property (Schedul• F) 7. Transfers (Schedul• G) 8. Total Assets APPROVED DEDUCTIONS AND EXEMPTIONS: ^^ PAYMENT DATE RECEIPT NUMBER DISCOUNT (+) INTEREST (-) AMOUNT PAID 04-27-95 AA023089 .00 7,000.00 TOTAL TAX CREDIT 7,000.00 BALANCE OF TAX DUE 7,000.OOCR INTEREST .00 TOTAL DUE 7,000.OOCR * IF PAID AFTER DATE INDICATED, SEE REVERSE ( IF TOTAL DUE IS LESS THAN S1, NO PAYMENT IS REQUIRED. FOR CALCULATION OF ADDITIONAL INTEREST. IF TOTAL DUE IS REFLECTED AS A "CREDIT" (CR), YOU MAY BE DUE REV-1470EX (5-94) PROBATE 2/26/96 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE BUREAU OF INDIVIDUAL TAXES DEPT. 280601 HARRISBURG PA 17128-0601 INHERITANCE TAX EXPLANATION OF CHANGES % `~ N ~ AME Joseph M. Higgins IL Nu B 2195-0317 ACN 101 SCHEDULE INO EXPLANATION OF CHANGES The amount on line 15 does not include assets passing to a trust or similar arrangement for which a Section 2113 election has not been made (72 P. S. 9113). The reported values of the excluded assets have not been verified by the Department of Revenue. A refund is in process. TAX EXAMINER: Shawn E. Young PAGE 1 FILE Copy