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Home My WebLink About95-0361- /-}~/~_ l.- ..110 This is to certify that the certificate hereunto attached is a true and accurate copy of the original death record on file with the Division of Vital Records, and that Frank Yeropoli, whose name is subscribed thereto, was at the time of subscribing the same and now is Director, Division of Vital Records of the Department of Health, for the Commonwealth of Pennsylvania, duly appointed and commissioned as directed by Act 66 of the General Assembly, approved 29 June 1953, P.L. 304. AUG 1 +6 2ppT Date X,os.,uaar.uBY TrvEnlwNr R~ PEANANE7IT NMIE BucR J W N IL i 0 U O 0 Z Fran eropoli, ' ect Division of Vital Records P.O. Box 1528 New Castle, PA 16103 COMMONWEALTH OF PENNSYLVANIA • DEPARTMENT OF HEALTH • VITAL RECORDS CERTIFICATE OF DEATH 090657 " ..- ro4,~ ~ _ SE% SOGAI SECVIpTY NUAABEN DATE Of DEVN~f!+~'~M.1 '• 3e-~-{'r~ ~a n {~,Jjy,r-~ ~ s a - - . 290 26 2546 ~ 9/°`/Y AOEIUrBrIMM) tYFM UNDER, DAY ORE BIIRIIIACE ICM rO PIACE OFDERNICMl M,orr-rw m%urrr onatr •~ MNrr . Ory• 11•ra t M7W 1Mailb.Ory,rM1 S1Naa FaragiCwarN 77 rn< ~ ~ 5-18-22 T England ~wr~a^ ERlpdpadNr G DoA^ w,"'""°. ^ n..aar^ ~M®fton.P ( wINITraFDER,I an.saa.,wPaPDERN NANEnnN.w.m. Q.. r.r and rann.q RRS DECEDENT aP NEaRNIC ORIDNrr RACE-ArMkaa ,~~ arr. BNCI~ Mv+,.. rc. Cumberland ., a Boro .~ 846 Kiehl Road "'~" "P""`I`°"•r` , ,. White UlIMI IOIDOF BUSINESBMIDIISTRr NIq DECEDENTEYERN DECEOEM'SEDUCIEl011 IWEP K7iYRUi. r~10~ Ae AOOA•al urlir0~j U.E. MWEDFORCEl4 ,Mra M~nY4 MW.~i4 IYS<'rtMNNEKi 91005E 4~•inran nrrl Yr^ Nr® E'rOUY C•a•E• DaA,•adpPCl„ • CDD Harsco Corp. , ,a a,a 2 <,~ars+l ,. Married Mary E Resti DECEOER.•suA , „ . KwaAODRESSa`.R.rn+a.n.sr.mcan DECEDEMrs Pennsylvania ,,,.srr 846 Kiehl Road RESCENDE Dw lY0.^ M•. d.•aeNa baa la Ard.. ,~ Lemoyne, PA 17043 ~ ~ „R (,1Ynberland Mbi1Jj1 Leoo ne ~Pf "° °"" : ,T, Y „•,,. •w., r RYIIER'S NAAE ~ +c r~ae.. ~.w wwE i..l.l~ow. A~.a.~sWmmy FY-ederick J. Eurdge , Ellen Nora Greenaway w EfORrANf'$NAM!(~YP•~PrV " -+_ ge rAE,NBADDRESBW.It c11NR•n. alr. LPC•d,l ~'riL}~ ~~~ ~~ 846 Ki PA 17043 _ PIACEOFdarOS1I10N-NararorlrNY,cyrarNY ~OCRgN-cMErn.slrw2rc•d. ^ C,wINn® Ranr ^ D•IC,M) rp r M P S , r I•r lN yr Oarlan^ ORr , ^ 9-3-99 a,. East Harrisburg Cem. Harrisburg :,.. PA , . ~~~ PEN9D,IACnND ASSUCN REE NUANIER ANDADDIIEBEDPRICRRY ?tL Da~rlN,r~ •IrA 12755-L - C H PA 17 11 rrrddlaOr ,M Mr~~4in•ydpa,drMeanradrdr aYna.AMrdPlan rrat LICENSE NU4BFA Y ~ DiDE S%iNED ~ pAmll~ Daa 1Mr1 77a. EwR2L2l rlr MmniM,AM OF DERN DDEADrypA. D•K MrI ra1SCASE REFEMEDTD MEDICAL E%NNNERIWRONERY P•rr,dl•prlrrrr dear O _ x /Z~~ LL 71. 2 /~Q( w~f FD M^ ' lY.NM tk EnM dla d4aara, i~jlaW>cdnpYerb+rNCAaw•E tlr CrM. Do rol~rrYr noO•ol q~iq, rorWearrMpM+g +ne1 Yl d l fY ~~ 7 . o ca wrl w•. Ln,rlYas rwrarnM. ~Yr1w1 w RYfY! dw " r IE r ~ ~ E jdrn rr drA n•IrNaIY~p In Yla r•dnMbii•N iM In RMT RRI®MTE CAYf[IFnn /~ ~•.w~-• ~ETAg7!><7'rC ~jC~uR~r,oUS IC: LL. CR2CIA~cfi/lA0 loA,6uE ; D11E W IORAS ACONSEOUENCE OF} -~ ^np,Mtl,BMYwNAar ~ i Err UMDERYNIp DUE lO1DR ASACONSEOUENCE OFX 1 CMMEparrw+gry i ~~ •"r'N DUE 7D(OR AS A CONSEQUENCE Ofk rripndaanlLAaT a 1 11116PEIIFOMIE~r NEAEAUID/EYP%Iplq$ MANNER aF OERN ; DRE OF EAIURY TIME OF BLNJT' EWIr R1YORKT DESCRIBE NOWINJUIIY OCCURRED. OFCAUSE DERM Nrar Na,YWa ^ AcCidMr ^ PanAgAnrdyayr ^ Ib ^ Na^ ,Ya ^ N• ~ 1Ya ^ Ne ^ SWeid• ^ C•Wd mlaaxwmire ^ L'' v1ACEOPwuRr a% - rr.Mr,rr.I.laclN„alle. Rraa CaWkw.,Sr, ~~8. •k ISP•cM Lb. M , D771TIPIEI,Igr:r pyp ay, ~' ]r. ' pppE~~~NIlppp CERTMYND PNYf1pAMpnYeo•ncrYy.Sriaatl Ceaa~Ww aglrr plq•Cnnlui Paawc•a daW arb ~'~U ~} ~ Ilsn 231 AIM M.rary Wb'rrM. d•aE, e•e,rrd Ara Er w••f•) ane rannaT p •rw ^ ( /C ............... . 'PRDNaa,cwoANDURrIPrraPNrsleuNtPnvrJanmm>,na,n<nrwr..naa,r,.gro~.aanen ~~ 327-1L ~? (I (: AA. wrrry.no.r.o.,drAa«r.wr,M dwr,AAa, srq PNU,rrA»NlM Crrygwrrn.,r•,ag6 ......................... ® la ]t ~7 9 NAMNiAND ADORESSOf PERSON YAq CDNPtETEO CAUSE OE.QH •MEDICAL E%AMIINER/CORaNEa DNm 2n ryq«PIax R, ~., 5r~-l o..;.o2T8 %+D ~ Y ~•tW.rnMNbn M1dlw Inr•glyalbn. fn mY Wlnion' deNR oCCUn•0 n,M Ilmt. dN•. aM plae•. and Aw b tlN uuM(~ an0 rMNa 'B `3 ~ S ~ A RL I .v 6 -t O N !4 V I- ^ 71a ................................................... q 77. H', 5 .7~ t ~ ~ ~ REGISTRAa' SIGNRURE AND NU ~ / / ~ DATE F%EDIAIOM. Da%rr) ~ '" G >r. ~ ~ ~/ v LAST WILL !!ND TESTAMENT OF JEFFREY J. BIIRDGE I, JEFFREY J. BURDGE, of the Borough of Lemoyne, Cumberland County, Pennsylvania, do hereby make this my Last Will and Testament, revoking any former Wills and Codicils made by me. I give my tangible personal property and all casualty insurance that I am carrying on said tangible personal property to my wife, or, if she does not survive me, I give said property to such of my children who are living at my death to be divided equitably among or between them as they may determine, or, if they are unable to agree, as my Executor shall determine, after considering the wishes of such children. I have complete confidence that my wife, my children or my Executor will honor any written instructions that I may leave with regard to said tangible personal property. Any such property not so distributed shall be sold, and the proceeds added to my residuary estate to pass as hereafter described. SECOND: By that certain Trust Agreement of even date herewith and which was executed immediately prior to the execution of this Will, my wife and I established an irrevocable trust for the benefit of our son, Jeffrey David Burdge, known as the Jeffrey David Burdge Trust. If my wife does not survive me, /, -1- then, and in that event only, and further only to the extent that this legacy is not otherwise satisfied by the Trustee of my Revocable Trust Agreement described in Article THIRD below, I give to Dauphin Deposit Bank and Trust Company, as Trustee of the Jeffrey David Burdge Trust (or to any successor or substitute Trustee thereunder), a sufficient amount of cash and/or other property to increase the value of the principal of the Jeffrey David Burdge Trust, as of the date of my death, to Five Hundred Thousand Dollars ($500,000), with such cash or property to be added to the principal of such Trust and held, administered and distributed according to the terms of such Trust Agreement. My Executor may rely upon any statement provided by the Trustee of , the Jeffrey David Burdge Trust concerning the value of such Trust upon the date of my death, without any duty to otherwise verify the same. THIRD: I give, devise and bequeath the rest, residue and remainder of my estate, certain Revocable Trust Burdge, as Settlor, and as Trustee, which Trust which was executed imme~ Will. My Trustee shall real and personal, to the Trustee of that Agreement, between myself, Jeffrey J. Dauphin Deposit Bank and Trust Company, Agreement is of even date herewith and 3iately prior to the execution of this add the property bequeathed and devised by this Article to the principal of such Trust and shall hold, -2- . -,rte administer and distribute such property in accordance with the provisions of such Trust Agreement, as amended by me from time to time before my death. FO In the event that .the above bequest and devise is ineffective or invalid, for any reason, then I hereby give, devise and bequeath such undisposed property, up to the residue of my estate, to be held, administered and distributed in accordance with the provisions of the aforesaid Revocable Trust Agreement of even date herewith between myself, Jeffrey J. Burdge, as Settlor, and Dauphin Deposit Bank and Trust Company, as Trustee, which Trust Agreement is hereby fully incorporated herein by this reference and made a part hereof, the same as if the entire Trust Agreement were set forth herein. In the event' that this provision cannot be carried out, and no other disposition provided herein is effective to dispose of such property, then, and in that event only, I hereby give, devise and bequeath such undisposed property, up to the residue of my estate, to my wife, if living, otherwise to my children, in equal shares, with the share of any deceased child of mine to pass to his oz- her surviving issue, per stirpes and not per capita. FIFTH: If any share hereunder becomes distributable to a beneficiary who has not attained the age of thirty (30) years, then such share shall immediately vest in such beneficiary, but -3- notwithstanding the provisions herein, my Executor, acting as my Trustee, shall retain possession of such share in trust for such beneficiary until such beneficiary attains the age of thirty (30) years, using so much of the net income and principal of such share as my Trustee deems necessary to provide for the proper medical care, education, support and maintenance in reasonable comfort of such beneficiary, taking into consideration to the extent my Trustee deems advisable any other income or resources of such beneficiary or his or her parents known to my Trustee. Any income not so paid or applied shall be accumulated and added to principal. Such beneficiary's share shall be paid over and distributed to such beneficiary upon attaining the age of thirty (30) years, or if he or she shall sooner die, to his or her executors or administrators. I recommend that my Trustee , ,consider distributing all income from such share to such beneficiary when such beneficiary attains the age of twenty-one (21) years. My Trustee shall have with respect to each share so retained all the powers and discretions conferred upon the Trustee of my aforementioned Revocable Trust Agreement of even date herewith. SIXTH: If any person other than my wife should die within thirty (30) days of me, then such person shall be conclusively presumed to have predeceased me. My wife shall be presumed for `~ ;~ -4- the purposes o! this Will to have survived a~ it w shall disc simultaneously, or in circumstances that would render it: doubtful whether she or I died first. SEVENTH: (1) I name my wife, Mary E. Burdge, and Dauphin Deposit Bank and Trust Company, as my Co-Executors. If my wife should fail to survive me, or if she is unable or unwilling to serve as a Co-Executor, then I name my son, Randall D. Burdge, as first alternate Co-Executor to serve with Dauphin Deposit Bank and Trust Company. If Randall D. Burdge shall be unable or unwilling to serve as an alternate Co-Executor, then my sons, Jeremy J. Burdge and Gavin F. Burdge, shall serve respectively as my second and third alternate Co-Executors. I direct that my Co- Executors, or their alternates, successors, and substitutes herein referred to as my Executor regardless of number or gender, serve without bond in any jurisdiction in which called upon to act. (2) My Executor shall receive reasonable compensation for services rendered. EIGHTH: (1) I give to any Executor named in this Will or any Codicil hereto or to any alternate, successor or substitute Executor all of the powers enumerated in this Will and all of the powers applicable by law to fiduciaries in the Commonwealth of Pennsylvania and in particular through the Pennsylvania Probate, -5- Estates and Fiduciaries Code, as effective and as in e~~fect on the date hereof, during the administration and until the .completion of the distribution of my estate. I direct that all such powers shall be construed in the broadest possible manner and shall be exercisable without court authorization. (2) My Executor is authorized and empowered to acquire and to retain, either permanently or for such period of time as my Executor may determine, any assets, whether such assets are or are not of the character approved or authorized by law for investment by fiduciaries and whether such assets do or do not represent an overconcentration in one investment. (3) My Executor is authorized and empowered to dis- claim any interest, in whole or in part, of which I, or my Executor, may be the beneficiary, devisee, or legatee, by execht- irig an appropriate instrument (in accordance with section 2518 of the Internal Revenue Code of 1986, as amended, or such similar section as may then be in effect). (4) My Executor is authorized and empowered to sell at 1 public or private sale, or exchange, and to encumber or lease, for any period of time, any real or personal property and to give options to buy or lease any such property. Additionally, my Executor is authorized and empowered to compromise claims, to borrow from anyone (including a fiduciary hereunder) and to -6- pledge property as security therefor, to make loans to and to buy property from anyone (including a fiduciary or beneficiary hereunder); provided that any such loans shall be adequately secured and at a fair interest rate. (5) My Executor is authorized and empowered to allo- cate property, charges on property, receipts and income among and between principal or income, or partly to each, without regard to any law defining principal and income. ~tINTH: (1) I have established several trusts during my lifetime, and may establish other trusts after executing this Will. Any death taxes attributable to any trusts established by me after the execution of this Will, or to any transfers made other than by this Will or by my aforementioned Revocable Trust Agreement of even date herewith, with Dauphin Deposit Bank and Trust Company as Trustee, shall be paid by the trustee of any such trust or by the donee or transferee of any such gift or transfer, unless my Executor shall, in its sole discretion, elect to pay such taxes as provided in Paragraph (2) below. (2) All estate, inheritance, succession and other death taxes imposed or payable by reason of my death and interest and penalties thereon with respect to all property passing under the terms of my Will or my Revocable Trust Agreement and comprising my gross estate for death tax purposes, shall be paid -7- i -- --- ~ - out of the residue of my estate, as if such taxes were expenses of administration, without apportionment or right of reimbursement. I authorize my Executor to pay all such taxes at such time or times as deemed advisable. All other such taxes shall be apportioned as provided by law and paid by the donees or transferees thereof unless my Executor, in its sole discretion, shall elect to pay such taxes from the residue of my estate. The decision of my Executor in this regard shall be binding upon all persons having an interest therein. (3) If my probate estate is insufficient to satisfy any taxes that are properly payable by my Executor, I have by my aforesaid Revocable Trust Agreement of even date herewith, with Dauphin Deposit Bank and Trust Company as Trustee, directed the Trustee to make available to my Executor from the trust estate sufficient funds with which to pay such taxes in full. T~N_T_Fi: I am married to Mary E. Burdge, and all references to my wife in this Will are to her. I have four sons: Randall D. Burdge, Jeremy J. Burdge, Gavin F. Burdge, and Jeffrey David Burdge. However, any reference in this Will to "my children" and "their issue" shall not include my eldest son, Jeffrey David Burdge, nor his issue, for whom I have made other provisions. Therefore, three (3) of my children, Randall D. Burdge, Jeremy J. Burdge, and Gavin F. Burdge, are described in ~~ -8- r this Will as "my children," or as "a child of mine." Any person born to a child of mine is described in this Will as "issue." No adopted person nor stepchild shall be included in the term "issue." IN WITNESS WHEREOF, I have set my hand and seal on this my Last Will and Testament this 3t~ day of ~~ 199 S. (SEAL) JE J. BURDGE SIGNED, SEALED, PUBLISHED, and DECLARED by JEFFREY J. BURDGE, as and for his Last Will and Testament, on the day and year last above written, in the presence of us, who, at his request, in his presence, and in the presence of each other, all being present at the same time, have hereunto subscribed our names as witnesses: ~ ~~ ~ ~~ 1 i i~~ ~ ' v -9- SBLP'-pjtOVING AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA SS. COUNTY OF DAUPHIN WE, JEFFREY J. BURDGE, and Robert R. Church , Joyce A. Snyder , and Margaret L. Wolf , the Testator and the witnesses, respectively, whose names are signed to the attached or foregoing instrument, being first duly sworn, do hereby declare to the undersigned authority that the Testator signed and executed the instrument as his Last Will-and that he had signed willingly (or willingly directed another to sign for him), and that he executed it as his free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of the Testator, signed the Will as witness and to the best of his or her knowledge the Testator was at that time eighteen (18) years of age or older, of sound mind, and under no constraint or undue influence. JEFFREY J. BURDGE, Testator Witness ., .. ~ , ~ ' Wii~~es5" ~~ 1 - ~tJ Witne Subscribed, sworn to, and acknowledged before me by JEFFREY J. BURDGE, the Testator, and subscribed and sworn to before me by Robert R. Church Joyce A. Snyder and Margaret L. Wolf of Q , 199. witnesses, this 3~..r~ day . c~~ Notary lic NOTARIAL SE~~L {<ATHRYN v. HCLUrJGER, Notary Public _10_ F{~n~~l:urg, Da!,p;:ia County M• Com^~ss~on _•prr•< ~rf+rwv'13. 1995 SOLE CODICIL OF .TFFFIZFF.Y T. BU>~ CE I, JEFFREY J. BURDGE, of the Borough of Lemoyne, Cumberland County, Pennsylvania, do hereby declare this to be the Sole Codicil to my Last Will and Testament, dated January 31, 1995: 1. I hereby amend Article SECOND of my Last Will and Testament, dated January 31, 1995, by revoking all of Article SECOND thereof and substituting in its place the following: SECOND: By that certain Trust Agreement dated January 31, 1995, between Jeffrey J. Burdge and Mary Elizabeth Burdge, as Settlors, and Dauphin Deposit Bank and Trust Company, as Trustee, my wife and I established an irrevocable trust, known as the Jeffrey David Burdge Trust, for the benefit of our son, Jeffrey David Burdge. If my wife does not survive me, then, and in that event only, and further only to the extent that this legacy is not otherwise satisfied by the Trustee of my Revocable Trust Agreement dated January 31, 1995 with Dauphin Deposit Bank and Trust Company, as Trustee, I hereby give to Dauphin Deposit Bank and Trust Company, as Trustee of the Jeffrey David Burdge Trust, under Trust Agreement dated January 31, 1995 (or to any successor or substitute Trustee thereunder), a sufficient amount of cash and/or other property to increase the value of the principal of the Jeffrey David Burdge Trust, as of the date of my death, to One Million Dollars ($1,000,000), with such cash or property to be added to the principal of such Trust and held, administered and distributed according to the terns of said Trust Agreement. My Executor may rely upon any statement provided by the Trustee of the Jeffrey David Burdge Trust concerning the value of such Trust upon the date of my death, without any duty to otherwise verify the same. 2. In all other respects, I hereby ratify, confirm and republish the provisions of my aforesaid Last Will and Testament, dated January 31, 1995, together with this Sole Codicil, as and for my Last Will and Testament. IN WITNESS WHEREOF, I have set my hand and seal on this my Sole Codicil to my sY Last Will and Testament, dated January 31, 1995, this 3 ~ day of M~-~-~-- , 1998. Y J. B GE SIGNED, SEALED, PUBLISHED, and DECLARED by JEFFREY J. BURDGE, as and for the Sole Codicil to his Last Will and Testament, dated January 31, 1995, on the day -and year last above written, in the presence of us, who, at his request, in his presence, and in the presence of each other, all being present at the same time, have hereunto subscribed our names astivitnesses: G~ w- ~'nu~t.c~c Q~~ _ ~ . CO1~iMONWEALTH OF PENNSYLVATTIA COUNTY OF CUMBERLAND WE, JEFFREY J. BURDGE, and Shawn W. Weis Michele A. Sin'er ,and Ni o1 a M_ Krems ,the Testator and the witnesses, respectively, whose names are signed to the attached or foregoing instrument, being first duly sworn, do hereby declare to the undersigned authority that the Testator signed and executed the instrument as his Sole Codicil to his Last Will and Testament dated January 31, 1995, and that he had signed willingly (or willingly directed another to sign for him), and that he executed it as his free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of the Testator, signed the Sole Codicil as witness and to the best of his or her knowledge the Testator was at that time eighteen (18) years of age or older, of sound mind, and under no constraint or undue influence. REY J. GE, Testator ~J ~~~-` fitness a~ Witness y-,-1. y Witness Subscribed, sworn to, and acknowledged before me by JEFFREY J. BLTRDGE, the Testator, and subscribed and sworn to before me by Shawn w. Weis , Michele A. Singer 31st day of March and Nicole M. Krepps 1998. witnesses, this `K~~ Not Public Notarial Sea- '-'-' M mP HIII Boro C~ y Commission moires Jan. 24, Zp~pp ' , c 4 OFFICIAL USE ONLY REV-1500 EX r(1-97) ,J REV-15~~ i ~~~~~~IGr.~ COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN F't.ENUiIaeER DEPARTOrEE~NTi~EVENUE RESIDENT DECEDENT 21-~95-0361 HARRISBURG, PA 17120-0601 COUNTYCODE YEAR NUMBER D DECEDENT'S NAME (LAST, FIRST, AND MIDOLE INITIAL) uee a blank space to separate words E Burd a Jeffre John C SOCIAL SECURITY NUMBER DATE OF DEATH E DATE OF BIRTH E 290-26-2546 09 02 1999 05 18 1922 T IRS , ANO M DL INITIAL) U NAM SOCIAL SECURITY NUMBER THIS RETURN MUST BE FILED IN DUPLICATE WITH THE Burd e, Ma E. ~ 272-52-2709 REGISTER OF WILLS X 1. OHginal Return Z. Supplemerdal Rstum 3. Remainder Rstum ate o death ) CAP 9 4. Limited Estate 4a. Future Interest Com prior to 12-13-82 promise (date of death after 12-12-82) X 5. Federal Estate Tax Return Required C R A C ~{ 6. Decedent Died Testate X 7. Decedent Malntalned a Llvlrg Trust 1 8. Total Number of Safe DepoNt Boxes K O T K (Attach copy of WIIQ (Attach copy otmust) E S ~ 9. LltigaUon Proceeds Received ~ 10. Spousal Poverty Credit ~ 11. Election to tax under See. 9113(A) -,,.. (datsof death between 12-31-91 and 1-1-95) (Attach Sch O) NAME ....... ...:.. ......:.. P COMPLETE MAILING ADDRESS R N Sue Mauer D FIRM NAME (If Applicable) 213 Market Street S N Allfirst Trust Company of Pennsylvania, N Harrisburg, PA 17101 T TELEPHONE NUMBER t OFFICIAL USE ONLY 1. Real Estate (Schedule A) (1) None 2. Stocks and Bonds (Schedule B) (2) _ 32, 673.84 3. Closely Held Corporation, Partnership or (3) None Sole-Proprietorship E 4. Mortgages $ Notes Receivable (Schedule D) (4) None- A 5. Cash, Bank Deposits $ Miscellaneous Personal Property (5} 1 , 739,189.97 P (Schedule E) T 6. Jointly Owned Property (Schedule F) (6) None ~ 7. Inter-Vivos Transfers $ Miscellaneous Non-Probate Property (7) _ 9.1.63.962 1 ~ (Schedule G or L) A ~ 8. Total Gross Assets (total Lines 1-7) (8) _ 10, 826. 1 2 p 9. Funeral Expenses $ Administrative Costs (Schedule H) (9) 50, 490.30 N 10. Debts of Decedent, Mortgage Liabilities, $ Liens (Schedule I) (10) 135, 322.49 11. Total Deductions (total Lines 9 $ 10) - (11)_ 1_85 81 ~ 7 12. Net Value of Estate (Line 8 minus Line 11) (12) 10 , Z~ 50 , 013.33 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax has not been (13) 10.536.420 28 made (Schedule J) 14. Net Value Sub'ect to Tax (Line 12 minus Line 13) (14) 213 593.05 CC 15. Amount of line 14 taxable at F the spousal tax rate 101, 593.05 X .0 p (15) 0.00 T V See instructions P2 for applicable A AT 16. Amount of L14 taxable at 6% rate 112.000.00 ~~ X .O6 (16) X 6.720.00 T 17. Amount of L14 taxable at 15% rate 0.00 X .15 (17) n 0() I 18. Tax Due (18) b .720 04 N 19. ~'•.~':1~4". ~K.I~I~Iir~R~()I~I~.. ;I~#.~~"w~!k~f~~NEXt~!Ai~~~1: ~ .~ ~ °:........ i .. _. :.: ~ ~.a~.. i~r~ih~!Et~~E~naoy.:~1~ ~: i~i~ar ~~< Under penalties of perjury, I declare that I have examined this return, including accomparrying schedules and statements, and to the best of my knowledge and belief, it Is true, correct and complete. Declaration of preparer other than the personal representative is based on all information of which preparer has ary knowledge. SIGNATURE OF PERSON RESPONSIBLE FOR FILING RETURN Allflrst Trust Company o Pennsylvania, NA DATE 213 Market_ S_tre_e_t _ /~ - Harrisbur PA 171 -G~ / --- Sam'/ O o ` - Randall D . Burdge DATE 5712 Greenwood ------ ------- - awnee, KS 66216 Copyright (c) 1996 form software only CPSystems, Inc. Form RED- T- ~~~~ c~ (Rev. 1-97) Decedent's Complete Addy ~: b STREET ADDRESS 846 Kiehl Road CITY STATE ZIP Lemo a PA 17043 Tax Payments and Credits: 1. Tax Due (Page 1 Line 18) 2. Credits/Payments A. Spousal Poverty Credit 0.00 B. Prior Payments C. Discount 3. Interest/Penalty ffapplicable D. Interest E. Penalty Total Interest/Penaky (D + E ) 4. If line 2 is greater than line 1 + line 3, enter the difference. This is the OVERPAYMENT. Cheek box on Page 1 Line 19 to roquest a refund 5. If line 1 + line 3 is greater than line 2, enter the difference. This is the TAX DUE. A. Enter the interest on the tax due. B. Enter the total of Line 5 + 5A. This is the BALANCE DUE. Make Check Payable to: REGISTER OF WILLS. (1) 6 , 720.00 Total Credits (A + B + C) (2) 0.00 (3) 0.00 (4) 0.00 (5) 6 , 720.00 (5A) 0.00 (5B) 6 , 720.00 AGENT BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: Yes No a. retain the use or income of the property transferred; .. X b. retain the right to designate who shall use the property transferred or its income; . X c. retain a reversionary interest; or . .. ~{ d. receive the promise for I'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 property without receiving adequate consideration? If death occurred after December 12, 1982, did decedent transfer property within one year of death without receiving adequate consideration? ~ a 3. Did decedent own an "in trust for" or payable upon death bank account or security at his or her death? 4. Did the decedent own an individual redrer t i X 8 8 r~en account, annu ty, or other non-probate property? IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN :!g?:! ::::I::::::: •:. .,.. liii ::!: :::' { ::::::..:...:: t iiel+ i iiiiii[:!: iiil'"!!!!i'IS;I!iefEiliiiiliiii' :::Y.:: :3. FFFi::;. :3+3::: .7 :::I:ii!ii!':i?iiiiiiiii!'i' .. ;iiiiiiiiiil:`lii !. I . . !ii~iiiiiiiiii ~i'iiii~iiiel?ii;i :...... . i!j'iiiiiiii!!!,. .. :ii!f ~i!!;~jiil!~;.;..~ l :i~ ;iiji°eieiiiiii!ijE!!!i'!i`il'!iii„ . l~..•: iiil!i!ii . 1. . .. •: f . !:.: .. _ .... ...... ... i!i:E::n!f: ~i:L!:.i iii.. .... ...:•e•u::.,:...::•:.:...::.::!::::!::~::::!:!iiiii::!i!!iiiii!ii!i(:!!(:!i: ~!ii!i(!!!!;;!Y!;;.•: ...........:. ..:....:~:~:....:....u.i::.:.y.;.:;.:;;;;"~y .. ...:.::::ii';!!j!ii!!!!!i;iiiii!iiiii! .. ... .. ... ... .. ..... iii iiij..... .....::: ... f . 72 P.S. Section 9116 (a) (1.1) {i) provided for~the.reduction.of~the.tax rate.~imposed'on.the'net value of transfers to or for the use of the surviving spouse from 6% to 3% for dates of death on or after July 1, 1994 and before January 1, 1995. 72 P.S. Section 9116 (a) (1.1) (ii) provided for the reduction of the rate imposed on the net value of transfers to or for the use of the surviving spouse from 3% to 0 % for dates of death on or after January 1, 1995. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. FOR DATES OF DEATH ON OR AFTER JANUARY 1, 1995 -Please answer the following question by placing an "x" in the appropriate space. Did the decedent create a trust or similar arrangement which is solely for the surviving spouse's benefit for his or her entire lifetime? Yes X^ No If you answered yes to the above question, the tax on the trust or similar arrangement is postponed until the death of the second spouse, at which time it will be fully taxable at the rate{s) applicable to the remainder beneficiary(ies). Enter the value of the trust on Schedule J, Part II, in order to remove it from the calculation of the tax due in this estate. You may wish to file Schedule O in order to make the election available under Section 9113. If the election is made, the trust or similar arrangement which benefits the surviving spouse is taxed at the zero tax rate, and the remainder is taxed at the rate(s) applicable to the remainder beneficiary(ies). If you choose to make the election, you must attach Schedule 0 to a timely-filed tax return, along with Schedule(s) Kand/or M in order to show the apportionment of the trust or similar arrangement between the surviving spouse and the remainder beneficiary(ies). Copyright (c) 1996 form software only CPSystems, Inc. Farm REV-1500 EX (Rev. 1-97) REV-1502 EX + (~ -g7) SCHEDULE A REAL ESTATE ESTATE OF Jeffrey John Burdge SS~~ 290-26-2546 09/02/1999 FILE NUMBER 21 1995 0361 All real property owned solely or as a tenant m common must be reported at fair market value. Fair market value is defined as the price at which property would be exchanged between a willing buyer and a willing seller, ne8her being comeeltnd fn h.... ,,. Hsu r....~, a__..:__ _ , . - - -~--- ._ ...........,, .„tea,. o.,.,~.~~~~a~ aneau or me same 512eJ Copyright (c) 1996 form software only CPSystems, Inc. Form REV-1502 EX (Rev. t-97) REV-1503 EX ~ (7-97) SCHEDULE B COMMONWEALTHOFPENNSYLVANIA STOCKS 8 BONDS I I N HERITANCE TAY RFT~ eau ESTATE OF FILE NUMBER Jeffre John Burd a SS~p 290-26-2546 09 02 1999 21-1995-0361 All property jointly-owned with right of survivorship must be disclosed on Schedule F. --~ - -r--- •- • •~~•+~~, a um a auunwnai ]rl6B[S OT [Tl@ SHRI@ SI2@) Copyright (c) 1996 form software ony CPSystems, Inc. Form REV-1503 EX (Rev. 1-97) REV-1504 EX t (1-97) ~ 1 SCHEDULE C COMMONWEALTH OF PENNSYLVANIA CLOSELY-HELD CORPORATION, INHERITANCE TAX RETURN PARTNERSHIP or SOLE-PROPRIETORSHIP RESIDENT DECEDENT ESTATE OF FILE NUMBER Jeffrey John Burdge SS~p 290-26-2546 09/02/1999 21 1995 0361 Schedule C-1 or C-2 (Including all supporting information) must be attached for each closely-held corporation partnership interest of the decedent, other than asole-proprietorship. See instructions for the supporting information to be submitted for sole-propietorshios. •~-•- ..r....~ ~~ ~~cvuva+, ~„~~,~ aua,uona, sneers or me same s¢e) Copyright (c) 1996 form software only CPSystems, Inc. Form REV-1$f14 EX (Rev. 1-97) REV-1507 EX + (~ -g7) SCHEDULE D COMMONWEALTH OF PENNSYLVANIA MORTGAGES ~ NOTES IN RESIDE TDECEDENTRN RECEIVABLE ESTATE OF _ Jeffrey John Burdge SS~~ 290-26-2546 09/02/1999 FILE NUMBER 21 1995 0361 All property jointly-owned with the right of survivorship must be disclosed on Schedule F. ,....._. _ _r........,, , „o„c,,, n ~ac~ ~ auunwnai si16eW Oi IrIQ SORIB SIZe) Copyright (c) 1996 form software only CPSystems, Inc. Form REV-1507 EX (Rev. 1-97) REV-1508 EX + (1-97) f SCHEDULE E COMMONWEALTH OP PENNSYLVANIA CASH, BANK DEPOSITS, 8c MISC. IN RESIDENTDECEDE TRN PERSONAL PROPERTY ~.~ ... ~ ~ yr FILE NUMBER Jeffrey John Burdge SS~~ 290-26-2546 09/02/1999 21 1995 0361 Include the proceeds of Imgatlon and the date the proceeds were received by the estate. All property jointly-owned with right of survivorship must be disclosed on Schedule F. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1 Capital Blue Cross PA B1 Sh' ld ue ie - Premium Refund 143.35 2 Millers Mutual Insurance Company - Attendance at 7/14/99 Board 500 00 Meeting . 3 Received from Lidgerwood LTD - Repayment on Loan and Refund of 3 443 93 Overpayment , . 4 Received from the Vanguard Group - Date of Death Balance in 234 734 08 Vanguard PA Tax Exempt Money Market Fund , . Accrued Interest 38.22 5 1997 Mercedes Benz E320 - Appraised Value 40,325.00 6 1995 Mercury Sable - Appraised Value 10,270.00 7 IRA Allfirst Bank Account ~p8700253608009 7 212.68 Accrued Interest , Beneficiary - Mary E. Burdge 200.85 8 PP&L - Director's Retirement Plan - 43 584.52 paid to Mary E. Burdge , 9 IRA - Allfirst Trust Company - Trust ~~1601094500 1,398 737 34 By disclaimer dated October 22, 1999 and filed , . of record on November 16, 1999, Mary E. Burdge disclaimed her interest in this IRA, thereby causing the entire proceeds to be payable to the three Tax-Exempt Organizations listed on Schedule J, part II, which were the named contingent beneficiaries of this IRA. TOTAL (Also enter on line 5, (If more space is needed, insert additional sheets of the same Copyright (c) 1996 form software only CPSystems, Inc. ~S 1,739,189.97 Form REV-1508 EX (Rev. t-97) REV-1509 EX ~ (1-97) SCHEDULE F JOINTLY-OWNED PROPERTY ESTATE OF FILE NUMBER Jeffrey John Burdge SS~~ 290-26-2546 09/02/1999 21 1995 0361 If an asset was made joint within one year of the decedent's date of death, it must be reported on Schedule G. SURVIVING JOINT TENANT(S) NAME ADDRESS RELATIONSHIP TO DECEDENT A. B. C. JOINTLY-OWNED PROPERTY: LETTER DATE DESCRIPTION OF PROPERTY °/ OF DATE OF DEATH ITEM FOR JOINT MADE include name of financial Institution and bank account number or similar identifying number. DATE OF DEATH DECD'S VALUE OF NUMBER TENANT JOINT Attach deed for)olntly-held real estate. VALUE OF ASSET INTEREST DECEDENT'SINTERES' TOTAL (Also enter on line 6 Recapitulation) I S 0 00 (If more space is needed insert additional sheets of the same size) Copyright (c) 1996 form software only CPSystems, inc' Form REV-1509 EX (Rev. t-97) REV-1570 EX+(1-9'n , ) SCHEDULE G COMMONWEALTHOFPENNSYLVANIA ENTER-VNOS ~rRANSFERS 8~ INHERITANCE TAX RETURN MISC. NON-PROBATE PROPERTY RESIDENT DECEDENT ESTATE OF Jeffrey John Burdge SS~~ 290-26-2546 09/02/1999 FILE NUMBER 21 1995 0361 This schedule must be completed and filed 'If the answer to any of questions 1 through 4 on page 2 is yes. SCcRIPT ooN OF PRppPERTY % OF ITEM INCLUD HENAM~bFTHETRANSFEREE THEIR DATE OF DEATH DECD'S EXCLUSION TAXABLE VALUE NUMBER RELATAIO ACH ACOPYOFDTHE DEED FOR REAL ESTATESFER. VALUE OF ASSET INTEREST All first Trust Company Of (IF APPLICABLE) Pennsylvania NA, Trustee under Agreement with Jeffrey J. Burdge, dated January 31, 1995: 1 $10,000 Morgan Stanley Mtn 9,349.56 C 6.SOOr due 4/23/09 Accrued Interest 232.92 2 $100,000 U.S. Treasury 97,593.75 Notes 5.250Y due 8/15/03 Accrued Interest 256.79 3 $100,000 U.S. Treasury 99,906.25 Notes 5.375Y due 7/31/00 Accrued Interest 482.00 4 $100,000 U.S. Treasury 95,718.75 Notes S.SOOY due 2/15/08 Accrued Interest 269.02 5 $100,000 U.S. Treasury 102,406.25 Notes 8.875y due 5/15/00 Accrued Interest 2,652.85 6 $100,000 U.S. Treasury 103,687.50 Notes 8y due 5/15/01 Accrued Interest 2,391.30 7 $125,000 Herzog, Heine & 125,000.00 Geruld l0y due 1/31/02 Accrued Interest 1,130.14 8 $15,000 PepsiCo Inc. Mtn V 14,251.28 6.1259 due 3/04/08 Accrued Interest 445.00 Total of Continuation Schedules TOTAL (Also enter on line 7 Recapitulation) I S (If more space Is needed, insert additional sheets of the same size) Copyright (c) 7996 form software only CPSystems, Inc. 9,349.56 232.92 97,593.75 256.79 99,906.25 482.00 95,718.75 269.02 102,406.25 2,652.85 103,687.50 2,391.30 125,000.00 1,130.14 14,251.28 445.00 I 8,508,188.95 9,163,962.31 Form REV-1510 EX (Rev. t-97) i I Estate of: Jeffrey John Burdge Soc Sec ~~: 290-26-2546 Date of Death: 09/02/1999 Continuation of Schedule G (Inter-Vivos Transfers & Misc. Non-Probate Property) Item Description of Property Date of Death % Decd Exclusion Taxable Value ~~ Value of Asset Intrst 9 $150,000 U.S. Treasury 151,265.63 151 265 63 Notes 6.250% due 4/30/01 , . Accrued Interest 3,184.44 3,184.44 10 $150,000 U.S. Treasury 151 359.38 151 359 38 Notes 6.8757: due 3/31/00 , . Accrued Interest 4,367.32 4,367.32 11 $20,000 Bucks County PA 21,121.12 21 121 12 Water 6.150% due 12/01/05 , . Accrued Interest 310.92 310.92 12 $200,000 U.S. Treasury 202,937.50 202 937 50 Notes 8.5% due 2/15/00 , . Accrued Interest 831.52 831.52 13 $25,000 Allegheny County PA 25,328.04 25 328 04 A 5.500% due 2/15/03 , . Accrued Interest 64.93 64.93 14 $25,000 Blair County PA 26 581.69 26 581 69 6.500% due 8/01/02 , . Accrued Interest 139.93 139.93 15 $25,000 Cornwall-Lebanon PA 24,241.13 24 241 13 3.900% due 3/01/05 , . Accrued Interest 2.71 2.71 16 $25,000 Cornwall-Lebanon PA 23,723.64 23 723 64 4.100% due 3/1/08 , . Accrued Interest 2.85 2.85 17 $25,000 Coatesville PA Sch 25,828.36 25 828 36 6.200% due 1/15/03 , . Accrued Interest 202.36 202.36 18 $25,000 Cocalico School 26,869.46 26 869 46 District 6% due 2/15/13 , . Accrued Interest 70.83 70.83 19 $25,000 Delaware County PA 25,154.08 25 154 08 4.350% due 10/O1/00 , . Accrued Interest 456.15 456.15 Estate of: Jeffrey John Burdge Soc Sec ~~: 290-26-2546 Date of Death: 09/02/1999 Continuation of Schedule G (Inter-Vivos Transfers & Misc. Non-Probate Property) Item Description of Property Date of Death % Decd Exclusion Taxable Value ~~ Value of Asset Intrst 20 $25,000 Downington PA 25,830.60 25 830 60 School 6.900% due 4/01/02 , . Accrued Interest 723 54 . 723.54 21 $25,000 East Penn PA School 25,063.48 25 063 48 4.450Y. due 10/01/02 , . Accrued Interest 46b 63 . 466.63 22 $25,000 General Electric 24,233.33 24 233 33 Cap Mtn 7% due 6/29/09 , . Accrued Interest 306 25 . 306.25 23 $25,000 Hanover Boro PA 25,134.21 25 134 21 School 5.750% due 3/01/06 , . Accrued Interest 3 99 . 3.99 24 $25,000 J.P. Morgan and 23,477.92 23 477 92 Company Mtn A 6% due , . 5/11/05 Accrued Interest 87 50 . 87.50 25 $25,000 Lehigh County PA 24 349.04 24 349 04 Hospital 4.200% due 7/01/05 , . Accrued Interest 177.92 177.92 26 $25,000 Lehigh County PA 25,426.94 25 426 94 General A 5% due 7/01/02 , . Accrued Interest 211.81 211.81 27 $25,000 Lackawanna County 24,456.88 24 456 88 PA 5.350Y< due 9/15/14 , . Accrued Interest 620 45 . 620.45 28 $25,000 Lancaster PA School 24,299.31 24 299 31 4.125% due 5/15/06 , . Accrued Interest 220 57 . 220.57 29 $25,000 Littlestown PA 24,239.67 24 239 67 School 4.450% due 10/01/07 , . Accrued Interest 466.63 466.63 30 $25,000 Lebanon PA 25,219.88 25 219 88 Authority Sewer 4.800% due , . Estate of: Jeffrey John Burdge Soc Sec ~~: 290-26-2546 Date of Death: 09/02/1999 Continuation of Schedule G (Inter-Vivos Transfers & Misc. Non-Probate Property) Item Description of Property Date of Death y Decd Exclusion Taxable Value ~~ Value of Asset Intrst 12/15/04 Accrued Interest 31 $25,000 Lampeter-Strasburg 4.500Y. due 4/01/03 Accrued Interest 32 $25,000 Montgomery County PA 4.200Y due 10/15/05 Accrued Interest 33 $25,000 Mt. Lebanon PA School 4.500y due 8/15/04 Accrued Interest 34 $25,000 Moon Twp PA Municipal Authority 4.900Y due 12/01/06 Accrued Interest 35 $25,000 North East PA School 5.600y due 9/15/05 Accrued Interest 36 .$25,000 North Schuykill PA 4.300Y due 11/15/02 Accrued Interest 37 $25,000 Pittsburgh & Allegheny PA 6.400Y due 12/01/01 Accrued Interest 38 $25,000 Pottstown Boro PA 5Y due 12/15/04 Accrued Interest 39 $25,000 Pike County PA 6.300Y due 10/01/04 Accrued Interest 40 $25,000 Penn Delco PA School 5.550y due 10/01/03 Accrued Interest 256.67 25,201.31 471.88 24,529.65 399.58 24,986.42 53.13 25,252.81 309.65 25,839.92 649.44 25,029.91 319.51 25,043.89 404.44 25,368.53 267.36 26,456.78 660.62 25,811.63 581.98 256.67 25,201.31 471.88 24,529.65 399.58 24,986.42 53.13 25,252.81 309.65 25,839.92 649.44 25,029.91 319.51 25,043.89 404.44 25,368.53 267.36 26,456.78 660.62 25,811.63 581.98 Estate of: Jeffrey John Burdge Soc Sec ~~: 290-26-2546 Date of Death: 09/02/1999 Continuation of Schedule G (Inter-Vivos Transfers & Misc. Non-Probate Property) Item Description of Property Date of Death y Decd Exclusion Taxable Value ~~ Value of Asset Intrst 41 $25,000 Pennsylvania Hsg 25,435.30 Fin 5.200Y due 10/O1/OS Accrued Interest 545.28 42 $25,000 Pocono Mountain PA 23,974.99 School 4.200Y due 11/15/07 Accrued Interest 312.08 43 $25,000 Philadelphia PA 25,440.61 School 5Y due 4/01/02 Accrued Interest 524.31 44 $25,000 Pennsylvania St. 25,942.55 Indl 6.800y due 1/O1/O1 Accrued Interest 288.06 45 $25,000 Southwestern Bell 22,909.98 Telephone 5.375Y due 6/01/06 Accrued Interest 339.67 46 $25,000 South Fork PA 24,754.89 Authority 4.200y due 7/01/03 Accrued Interest 177.92 47 $25,000 South Fork PA 24,601.25 Authority 4.400y due 7/01/05 Accrued Interest 186.39 48 $25,000 State Public School 25,924.74 PA 6.400Y. due 4/01/01 Accrued Interest 671.11 49 $25,000 State Public School 26,357.99 PA 6.600y due 4/01/03 Accrued Interest 692.08 50 $25,000 Westmoreland County 25,641.80 PA 6.850y due 7/01/02 Accrued Interest 290.17 25,435.30 545.28 23,974.99 312.08 25,440.61 524.31 25,942.55 288.06 22,909.98 339.67 24,754.89 177.92 24,601.25 186.39 25,924.74 671.11 26,357.99 692.08 25,641.80 290.17 Estate of: Jeffrey John Burdge Soc Sec ~~: 290-26-2546 Date of Death: 09/02/1999 Continuation of Schedule G (Inter-Vivos Transfers & Misc. Non-Probate Property) Item Description of Property Date of Death % Decd Exclusion Taxable Value ~~ Value of Asset Intrst 51 $25,000 Wilkinsburg Penn PA 4.650% due 9/15/04 Accrued Interest 52 $25,000 Wallenpaupack PA School 5.750% due 9/01/00 Accrued Interest 53 $25,000 Xerox Cap Europe Mtn 6.250% due 4/24/08 Accrued Interest 54 $30,000 Delaware County PA 5.300% due 10/01/06 Accrued Interest 55 $30,000 Deer Lakes School PA 4.400% due 1/15/03 Accrued Interest 56 $35,000 Aetna Services Deb 6.97% due 8/15/36 Accrued Interest 57 $64,595.13 STIC Treasury Tax Advantage (Income) 58 $8,987.71 STIC Treasury Tax Advantage (Principal) 59 2,000 shares Anadarko Petroleum Corporation 60 500 shares Baxter International, Inc. 61 766 shares Bell Atlantic Corporation 62 124 shares Cardinal Health Inc. 63 200 shares Covance Inc. 25,088.50 25,088.50 539.27 539.27 25,489.90 25,489.90 3.99 3.99 23,315.40 23,315.40 555.56 555.56 31,044.99 31,044.99 666.92 666.92 30,045.90 30,045.90 1.72.33 172.33 35,145.22 35,145.22 115.20. 115.20 64,595.13 64,595.13 8,987.71 8,987.71 67.,687.50 67,687.50 33,640.63 33,640.63 46,797.81 46,797.81 7,761.63 7,761.63 3,068.75 3,068.75 Estate of: Jeffrey John Burdge Soc Sec ~~: 290-26-2546 Date of Death: 09/02/1999 Continuation of Schedule G (Inter-Vivos Transfers & Misc. Non-Probate Property) Item Description of Property Date of Death Y. Decd Exclusion Taxable Value ~~ Value of Asset Intrst 64 2,000 shares Drew 22,875.00 22 875 00 Industries, Inc. New , . 65 212 shares Emerson Electric 13,289.75 13 289 75 Company , Accrued Dividend 68.90 68.90 66 4,046 shares Fulton 77,632.63 77 632 63 Financial Corp. PA , . 67 300 shares H.J. Heinz 13,809.38 13 809 38 Company , . 68 250 shares Hanson PLC 10,640.63 10 640 63 Sponsored Adr, New , . Accrued Dividend 85.03 85.03 69 175,598 shares Harsco 4,828,945.00 4,828 945 00 Corporation , . 70 1,000 shares Lilly 15 687.50 15 687 50 Industries Inc. Class A , . 71 419 shares Mediaone Group 28 675.31 28 675 31 Incorporated , . 72 1,000 shares Pittston 1,437.50 1 437 50 Mineral Group , . 73 1,932 shares PNC Bank Corp. 102,275.25 102,275.25 74 100 shares Quest 2,618.75 2 618 75 Diagnostics Inc. , . 75 424 shares Suntrust Banks 27,334.75 27 334 75 Inc. , . Accrued Dividend 146.28 146.28 76 1,000 shares Tennesee 22,750.00 22 750 00 Valley Authority 6.75 , . Series D Pfd 77 3,000 shares Terra Inds., 6,750.00 6 750 00 Inc. Co. , . Estate of: Jeffrey John Burdge Soc Sec ~~: 290-26-2546 Date of Death: 09/02/1999 Continuation of Schedule G (Inter-Vivos Transfers & Misc. Non-Probate Property) Item Description of Property Date of Death r Decd Exclusion Taxable Value ~~ Value of Asset Intrst 78 1,000 shares Tyco 100 750.00 100 750 00 International Ltd New , . 79 524 shares U.S. West 28,050.38 28 050 38 Incorporated New , . 80 30,975.72 shares Vanguard 228 600.81 228 600 81 High-Yield Corp. Fd ~~29 , . 81 72,105.738 shares Vanguard 712 404.69 712 404 69 GNMA Fund ~~36 , . 82 23,169.721 shares Vanguard 244 672.25 244 672 25 Short-Term Corp. ~~39 , . Cash Gifts 1998: Gavin F. Burdge Randall A. Burdge 10,000.00 3,000.00 7,000.00 Jeremy Burdge 10,000.00 10 000 00 3,000.00 7,000.00 Penny Burdge , . 10,000.00 3,000.00 3,000.00 7,000.00 7,000.00 Cash Gifts made in Trust for: Jeffrey D. Burdge Eleanora A. Burdge 10,000.00 3,000.00 7,000.00 Connor J. Burdge 10,000.00 10,000.00 3,000.00 3 000 00 7,000.00 Evan P. Burdge 10,000.00 , . 3,000.00 7,000.00 7,000.00 Cash Gifts 1999: Gavin F. Burdge Randall D. Burdge 10,000.00 3,000.00 7,000.00 Jeremy Burdge 10,000.00 10,000.00 3,000.00 3 000 00 7,000.00 Penny Burdge 10,000.00 , . 3,000.00 7,000.00 7,000.00 Cash Gifts made in Trust for: Jeffrey D. Burdge 10,000.00 3,000.00 7,000.00 Estate of: Jeffrey John Burdge Soc Sec ~~: 290-26-2546 Date of Death: 09/02/1999 Continuation of Schedule G (Inter-Vivos Transfers & Misc. Non-Probate Property) Item Description of Property Date of Death Y Decd Exclusion Taxable Value ~~ Value of Asset Intrst Eleanora A. Burdge Connor J. Burdge Evan P. Burdge 10,000.00 10,000.00 10,000.00 3,000.00 7,000.00 3,000.00 7,000.00 3,000.00 7,000.00 8,508,188.95 REV-1511IX +(1-97) SCHEDULE H FUNERAL EXPENSES 8 ADMINISTRATIVE COSTS ESTATE OF FILE NUMBER Jeffrey John Burdge SS~~ 290-26-2546 09/02/1999 21 1995 0361 Debts of decedent muat bs reported on Schedule I. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES: 1 Mt. Calvary Episcopal Church - Funeral Expense - Honorarium 2 500.00 2 Myers-Harner Funeral Home, Inc. - Funeral Expense 1 900.00 B. ADMINISTRATIVE COSTS: 1. Personal Representative's Commissions Allfirst Trust Company of Pennsylva ia,NA 22 400 00 Name of Personal Representative(s) and Randall D. Burdge, Co-Executor , . Social Security Number(s) / EIN Number of Personal Representative(s) 52 - 2206238 Street Address 213 Market Street City_ Harrisburg State PA Zip 17101 Year(s) Commission Paid: 2. Attorney's Fees Keefer, Wood, Allen & Rahal, LLP 20,000.00 3. Family Exemption: (If decedent's address is not the same as claimant's, attach explanation) Claimant Street Address CIS' State Zip Relationship of Claimant to Decedent 4. Probate Fees Register of Wills 297.50 5. Accountant's Fees 6. Tax Retum Preparer's Fees 7. Other Administrative Costs 1 Commonwealth of Pennsylvania - Replace Two Lost Titles 45.00 2 Cumberland County Register of Wills - Nine Short Certificates 12.00 3 Cumberland County Register of Wills - Cost to File Release 13.00 4 Cumberland County Law Journal - Cost of Advertising and Proof of 60 00 Publication . 5 Gavin Burdge - Reimbursement for Travel Expenses to Attend 'f 1 035 36 j Fathers Funeral . ~ Total of Continuation Schedules TOTAL (Also enter on fine 9 (If more space is needed, insert additional sheets of the same size) Copyright (c) 1996 form software only CPSystems, Inc. 2,227.44 S 50,490.30 Form REV-1511 EX (Rev. 1-97) Estate of: Jeffrey John Burdge Soc Sec ~~: 290-26-2546 Date of Death: 09/02/1999 Continuation of Schedule H-B4 (Probate Fees) Item Description ~~ 1 Cumberland County Register of Wills - Probate Fee r Amount 297.50 -------------- 297.50 Estate of: Jeffrey John Burdge Soc Sec ~~: 290-26-2546 Date of Death: 09/02/1999 Continuation of Schedule H-B7 (Other Administrative Costs) Item Description ~~ 6 Patriot News Company - Cost of Advertising and Proof of Publication 7 Randall Desmond Burdge - Reimbursement for .Funeral and Estate <aa ~°~~ Business and Travel ~~; ,: i` fr f #.,, . Amount 166.14 2,061.30 2,227.44 REV-1512 EX+(1-97) SCHEDULEI COMMONWEALTH OF PENNSYLVANIA DEBTS OF DECEDENT, I"RESIDE T DE D TRN MORTGAGE LIABILITIES, AND LIENS ESTATE OF Jeffre John Burd a SS~~ 290-26-2546 09 02 1999 FIDE NUMBER 21-1995-0361 Include unreimbursed medical expenses. ITEM NUMBER DESCRIPTION 1 Clearwater Pool Care Inc. - Maintenance AMOUNT 337.91 2 First USA Bank, N.A. - Final Payment Account ~~4388-5440-3218-7313 21.95 3 Internal Reven S Income Tax ue ervice - 1999 3rd Quarter Estimated Personal 43,120.00 4 Internal Revenue Service - 1999 Personal Income Tax 80,000.00 ~. 5 Mary Burdge - Card Balances Reimbursement for and Utility Bills decedents' various Credit 2,049.03 6 PA Department I of Revenue - 1999 3rd Quarter Estimated Personal 2 190 00 ncome Tax , . 7 PA Department of Revenue - 1999 Personal Income Tax 7,000.00 8 Storage Depot West, Inc. - Storage 603.60 TOTAL (Also enter on line 10, Recapitulation) S 135 , 322.49 (If more space is needed, insert additional sheets of the same size) Copyright (c) 1996 form software only CPSystems, Inc. Form REV-1512 EX (Rev. 1-97) REV-1513 EX + (1-97) SCHEDULE) COMMONWEALTH OF PENNSYLVANIA BENEFiCI/4RIES INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Jeffre John Burd a SS~~ 290-26-2546 09 02 NUMBER NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY I. TAXABLE DISTRIBUTIONS (include outright spousal distributions): 1 Mary E. Burdge 846 Kiehl Rd Lemoyne, PA 17043 Mercedes $40,325 Mercury $10,270 IRA - Allfirst $7,212.68 IRA - Interest $200.85 PP&L Director's Plan $43,584.52 II. 1 FILE NUMBER 999 21-1995-0361 RELATIONSHIP TO DECEDENT AMOUNT OR SHARE Do Not List Trustea(sl n~ ccr.Te- I Wife ?NTER DOLLAR AMTS. FOR DISTRIBUTIONS SHOWN ABOVE ON LN. 151THRU 17, AS APPROPRIATE, ON I NON-TAXABLE DISTRIBUTIONS: A. SPOUSAL DISTRIBUTIONS UNDER SEC. 9113 FOR WHICH AN ELECTION TO TAX IS NOT BEING MADE Allfirst Trust Company of Pennsylvania, N.A. Trustee under Agreement dated January 31, 1995 with Jeffrey J. Burdge as amended June 24, 1999 Marital Trust B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS 1 Goodwill Industries Central PA Inc. P.O. Box 3155 Harrisburg, PA 17105 2 George C. Marshall Research Foundation P.O. Drawer 1600 Lexington, VA 24450 101,593.05 V1 S 9,137,682.94 25,000.00 25,000.00 Total of Continuation Schedule(s) 1,348,737.34 TOTAL OF PART II - ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV 1500 COVER S HEET $ 10,536,420.28 (If more space is needed, insert additional sheets of the same size) Copyright (c) 1996 form software only CPSystems, Inc. Form REV-1513 EX (Rev. 1-97) Estate of: Jeffrey John Burdge Soc Sec ~~: 290-26-2546 Date of Death: 09/02/1999 Continuation of Schedule J, Part II-B (Charitable and Governmental Bequests) Item Description ~~ 3 Jeffrey J. and Mary E. Burdge Charitable Trust under Agreement dated January 31, 1995, as amended June 24, 1999 C/0 Allfirst Company of Pennsylvania, N.A., Trustee 213 Market Street Harrisburg, PA 17101 Amount or Share of Estate 1,348,737.34 1,348,737.34 TSB JEFFREY J. BIIRDGE REVOCABLE TRIIST THIS AGREEI~IT, made this ~'~~'"day of ~~~ , :,.~ 1991, between Jeffrey J. Burdge, of the Borough of Le oyne, Cumberland County, Pennsylvania (the "Settlor") and Dauphin Deposit Bank and Trust Company, of Cumberland County, Pennsylvania (the "Trustee"), W I T N E S S E T H ARTICLE I - DESCRIPTION OF PROPERTY TRANSFERRED The Settlor has paid over, assigned, granted, conveyed, transferred and delivered, and by this Agreement does hereby pay over, assign, grant, convey, transfer and deliver unto the Trustee the property described in Schedule A, annexed hereto and made a part hereof; such property, together with any other property that may be received or which has been received by the Trustee hereunder, as invested and reinvested (hereinafter referred to as the "Trust Estate"), shall be held, administered and distributed by the Trustee as hereinafter set forth. ARTICLE II - PROVISIONS FOR SETTLOR DIIRING LIFETIME The Trustee shall hold, manage, invest and reinvest the Trust Estate (if any requires such management and investment) and shall collect the income, if any, therefrom and shall dispose of the net income and principal as follows: A. During the lifetime of the Settlor, the Trustee shall pay to or apply for the benefit of the Settlor all the net income from the Trust. B. During the lifetime of the Settlor, the Trustee may pay to or apply for the benefit of the Settlor or his spouse such sums from the principal of the Trust Estate as the Settlor may request or the Trustee in its sole discretion may deem necessary or advisable from time to time for the medical care, comfortable maintenance and welfare of the Settlor or his spouse, taking into consideration to the extent the Trustee deems advisable, any other income or resources of the Settlor or his spouse known to the Trustee. ARTICLE III - TRIIST AMENDMENT AND REVOCATION The Settlor may, by signed instrument delivered to the Trustee during the Settlor's lifetime: (1) withdraw property from this,Trust in any amount and at any time upon giving reasonable notice in writing to the Trustee; (2) add other property to the Trust; (3) change the beneficiaries, their respective shares and the plan of distribution; (4) amend this Trust Agreement in any other respect; (5) revoke this Trust in its entirety or any provision herein; provided, however, the duties or responsibili- ties of the Trustee shall not be enlarged without the Trustee's consent nor without satisfactory adjustment of the Trustee's compensation. ARTICLE IV - RIGHTS OF SETTLOR AND TROSTEE IN INSIIRANCE POLICIES A. During the Settlor's lifetime, the Settlor shall have all rights under any life insurance policies payable to the -2- Trustee, including the right to change the beneficiary, to receive any dividends or other earnings of such policies without accountability therefor to the Trustee or any beneficiary hereun- der, and may assign any policies to any lender, including the Trustee, as security for any loan to the Settlor or any other person; and the Trustee shall have no responsibility with respect to any policies, for the payment of premiums or otherwise, except to hold any policies received by the Trustee in safekeeping and to deliver them upon the Settlor's written request and upon the payment to the Trustee of reasonable compensation for services. The rights of any assignee of any policy shall be superior to the rights of the Trustee. B. If any policy is surrendered or if the beneficiary of any policy is changed, this Trust shall be revoked with respect to such policy. However, no revocation of the Trust with respect to any policy, whether pursuant to the provisions of the preced- ing sentence or otherwise, shall be effective unless the surren- der or change in beneficiary of the policy is accepted by the insurance company. C. Upon the death of the insured under any policy held by or known to, and payable to, the Trustee, or upon the occurrence of some event prior to the death of the Settlor that matures any such policy, the Trustee, in its discretion, either may collect the net proceeds and hold them as part of the principal of the Trust Estate, or may exercise any optional method of settlement -3- available to it, and the Trustee shall deliver any policies on the Settlor's life held by it and payable to any other beneficia- ries as those beneficiaries may direct. Payment to, and the receipt of, the Trustee shall be a full discharge of the liabili- ty of any insurance company, which need not take notice of this Agreement or see to the application of any payment. The Trustee need not engage in litigation to enforce payment of any policy without indemnification satisfactory to it for any resulting expenses. ARTICLE O - PAYMENT OF DEBTS AND TA%ES AFTER SETTLOR'8 DEATH A. In case the Settlor's probate assets shall be insufficient to pay funeral expenses, all legally enforceable claims against the Settlor or the Settlor's estate, the reasonable expenses of administering the Settlor's estate, any allowances provided by law to those dependent upon the Settlor, all death taxes chargeable to the Settlor's estate and all pre- residuary legacies or devises given by the Settlor's Last Will, the Trustee shall make available to the Settlor's Executor or Administrator, out of the Trust Estate, such sums as the Settlor's Executor or Administrator shall certify to be required to satisfy any such deficiency. With respect to any pre-residuary legacy provided in the Settlor's Last Will for the Jeffrey David Burdge Trust under Trust Agreement of even date herewith, the Trustee may pay such legacy directly to the Trustee of the Jeffrey David Burdge Trust, to satisfy such legacy. The Trustee -4 - shall also pay out of the Trust Estate all expenses of administration of the Trust Estate (including but not limited to the commissions of the Trustee and attorneys' fees) payable from the principal of the Trust Estate after the Settlor's death and until the final distribution of the Trust Estate, and all death taxes chargeable to the Trust Estate as a result of the Settlor's death. B. All such payments, except of interest, shall be charged generally against the principal of the Trust Estate includable in the Settlor's estate for federal estate tax purposes and any interest so paid shall be charged generally against the income thereof. C. The Trustee may make such payments directly or may pay over the amounts thereof to the Executor or Administrator of the Settlor's estate. Written statements by the Executor or Adminis- trator of such sums due and payable by the Settlor's estate shall be sufficient evidence of their amount and propriety for the protection of the Trustee and the Trustee shall be under no duty to see to the application of any such payments. ARTICLE OI - DISPOSITION AFTER SETTLOR'S DEATH Upon the Settlor's death the Trustee shall dispose of all property comprising the Trust Estate, together with all property distributable to the Trustee as a result of the Settlor's death, whether by will or otherwise, as follows: -5- A. If the Settlor's wife, Mary E. Burdge, shall survive him, the Trust Estate shall be paid over and distributed to Dauphin Deposit Bank and Trust Company as Trustee of the Mary E. Burdge Revocable Trust, under Trust Agreement of even date herewith, to be held, administered and distributed in accordance with the terms thereof, or outright to the Settlor's wife, Mary E. Burdge, if such Trust shall not then be in existence for any. reason. B. Should the Settlor's wife not survive him, or to the extent that she, or her Executor, or other successor in interest, disclaims any interest in the Trust Estate, in whole or in part, the Trustee shall hold, administer and distribute the Trust Estate, or the interest therein or portion thereof disclaimed as follows: 1. The Trustee shall pay to or apply for the benefit of any one or more of the Settlor's wife and the Settlor's __ children and issue, until division into shares for children as hereafter provided, all of the net income from the Trust Estate in convenient installments, and in such shares and proportions as the Trustee, in its sole discretion, shall determine, taking into consideration to the extent the Trustee deems advisable, any other income or resources of the Settlor's wife, children and issue known to the Trustee. 2. Prior to division into shares for the children of the Settlor as hereafter provided, the Trustee may pay to or -6- apply for the benefit of any one or more of the Settlor's wife and the Settlor's children and issue, such sums from the principal of the Trust Estate, in such shares and proportions as in its sole discretion shall be necessary or advisable from time to time, for the medical care, education, support and maintenance in reasonable comfort of the Settlor's wife and the Settlor's children and issue, taking into consideration, to the extent the Trustee deems advisable, any other income or resources of the Settlor's wife, children or issue known to the Trustee. Although any payment or application of benefits for a child or issue of the Settlor pursuant to this Paragraph shall be charged against this Trust as a whole rather than against the ultimate distributive share of the beneficiary to whom or for whose benefit the payment is made, the Settlor recommends, but does not require, that any such distributions from principal be made in equal shares among the then-living children of the Settlor, or to their then- living issue, per stirpes. 3. Upon the death of the survivor of the Settlor's wife and the Settlor, the Trustee shall divide the Trust Estate as then constituted into equal separate shares, so as to provide one (1) share for each then living child of the Settlor, and one (I) share for each deceased child of the Settlor who shall leave issue then living. Each share for a -7- living child of the Settlor shall be distributed outright to such child. Each share for a deceased child of the Settlor who shall leave issue then living shall be distributed per stirpes to such issue, subject, nevertheless, to the continuing trust protection provided in Article VIII hereof for underage beneficiaries. ARTICLE VII - FAILURE OF ISSUE If at the time of the Settlor's death, or at any later time prior to final distribution (as defined in Paragraph B. and no other disposition of Trust , then and in that ever of this Trust shall be paid as follows: hereunder, all of the Settlor's issue of ARTICLE XV hereof) are deceased the property is directed by this nt only, the then-remaining property over and distributed free of trust, A. To Dauphin Deposit Bank and Trust Company, as Trustee of the Jeffrey David Burdge Trust (or to any successor or substitute Trustee thereunder), to be held, administered and distributed in accordance with that certain Trust Agreement of even date herewith and which was executed immediately prior to the execution of this Agreement, by which the Settlor and his wife established an irrevocable trust known as the Jeffrey David Burdge Trust, for the benefit of their son, Jeffrey David Burdge; or if such disposition should fail for any reason then the Trustee shall dispose of such undisposed property, up to the whole -8- thereof, in accordance with the terms of the said Jeffrey David Burdge Trust of even date herewith; and if such disposition should fail, then such undisposed property, up to the whole thereof, shall be distributed to the Settlor's son, Jeffrey David Burdge, if living, otherwise to his then surviving issue, per stirpes. B. If neither Jeffrey David Burdge nor his issue shall survive to the date of distribution, then, and in that event only, the then-remaining property of this Trust shall be paid over and distributed to the Burdge Charitable Trust, which the Settlor intends to establish, provided it is in existence at the date of distribution. C. If the Burdge .Charitable Trust is not in existence on the date of distribution, the then-remaining property of this Trust shall be paid over and distributed to The National Alliance for the Mentally I11, of Washington, D.C., or to such other organization(s) as the Trustee in its sole discretion determines will use the property so distributed either for research into the causes and cure of serious and persistent mental illness, or for the exclusive medical and/or charitable use and benefit of persons so afflicted. ARTICLE DIII - CONTINIIING TRIIST PROTECTION If any share hereunder becomes distributable to a beneficiary who has not attained the age of thirty (30) years, then such share shall immediately vest in such beneficiary, but -9- notwithstanding the provisions herein, the Trustee shall retain possession of such share in trust for such beneficiary until such beneficiary attains the age of thirty (30) years, using so much of the net income and principal of such share as the Trustee deems necessary to provide for the proper medical care, education, support and maintenance in reasonable comfort of such beneficiary, taking into consideration to the extent the Trustee deems advisable any other income or resources of such beneficiary or his or her parents known to the Trustee. Any income not so paid or applied shall be accumulated and added to principal. Such beneficiary's share shall be paid over and distributed to such beneficiary upon attaining the age of thirty (30) years, or if he or she shall sooner die, to his or her executors or administrators. The Trustee may distribute all income from such share to such beneficiary when such beneficiary attains the age of twenty-one (21) years. The Trustee shall have with respect to each share so retained all the powers and discretion had with respect to the trusts created herein generally. ARTICLE I% - TRIISTEE POAERS In addition to the powers hereinbefore provided and those given by law, the Trustee, and any additional or successor Trustee, without any order of court and in its sole discretion., may: A. Hold and retain the property now or hereafter compris- ing a part of the Trust Estate, for such length of time as in its -ZO- sole discretion it may deem wise, or sell any part thereof, without liability of any kind by reason of such retention or sale and invest and reinvest, alter, vary and change investments from time to time, in such manner and in such property, real, personal or otherwise, including any common or diversified trust funds maintained by, or stock of, any bank or trust company or any holding company or affiliate thereof, as the Trustee may deem prudent, without being confined to what are known as legal investments under the laws of any state or jurisdiction; B. Repair, alter, improve or lease, for any. period of time (even for more than five (5) years) any property and give options for leases; C. Make distribution hereunder either in cash or in kind or partly in each, and cause any share to be composed of property different in kind from any other shares, without regard to the basis of such property; D. Purchase investments at a premium; E. Vote in person, or by proxy, all stocks or other securities held; F. Exercise any rights or warrants to subscribe for stocks or bonds or other allotments received by reason of securities held, or sell them for such prices as it may deem best; G. Deposit, surrender or exchange stocks or pay any assessments in connection with any reorganization or merger or similar proceedings as it may deem best; -11- H. Exercise any option, right or privilege granted in any insurance policy; I. Sell any real or personal property at public or private sale to any person or entity, or give options therefor for cash or credit, without liability on the part of the purchaser to see to the application of the purchase money; provided, however, that no sale hereunder shall be made at a price less than that which the Trustee acting in good faith shall consider to represent adequate and full consideration; J. Borrow money from any source, including the Trustee, mortgage or pledge any property and purchase assets from the Set- tlor's estate at fair market value and loan money to any person or entity, including the Settlor's estate; provided, however, that appropriate interest and collateral shall be required for such loans; K. After the death of the Settlor, to merge any trust created hereunder with any other trust or trusts created by the Settlor or his wife by will or trust, if the terms of such trusts are then substantially similar and held for the primary benefit of the same person; L. Compromise claims; M. Register securities in the name of a nominee in such manner that title shall pass by delivery; -12- N. Employ attorneys, investment counsel, accountants and agents in connection with the discharge of its duties, and determine and pay to them reasonable compensation; O. Pool the assets of all trusts created hereunder or any of them for investment purposes, allocating to each trust an undivided interest in all of the assets so held; P. Add to the principal of any trust created hereunder any property received from any person by deed, will or in any other manner; Q. In the exercise of its discretion with respect to the use of principal for any beneficiary, the Trustee may take into account other property and income available to such beneficiary; in so doing, the Trustee may conclusively rely on written repre- sentations made to it by such beneficiary, and the judgment of the Trustee as to the amount of principal so used and the extent to which other resources are considered shall be conclusive as to all parties in interest; R. Exercise all power, authority and discretion given by this Trust Agreement after termination of any trust created herein until the same is fully distributed; S. Accept property or not, in the Trustee's sole discre- tion, by bequest or lifetime transfer from any person, estate or trust, subject to the payment of, or liability for, state and/or federal gift, estate, transfer, succession, inheritance or other death taxes, including any interest or penalties thereon, and -13- sign any required consent or acknowledgement of liability for such taxes and/or lien against such property. ARTICLB Z - TRQSTEE REMOVAL, SIICCESSION, FEES AND LIMITATION OH POWERS The Trustee shall be subject to the following: A. The Settlor may, at any time during the Settlor's lifetime, change the situs of the Trust and/or remove the then serving Trustee; provided, however, that he shall immediately thereafter designate some other person(s) or a bank or trust company as successor to the Trustee being removed. Following the death or incapacity of the Settlor, such powers shall be exercisable by the Settlor's wife, if living, or by a majority of the Settlor's then-living children, provided that the power to replace the Trustee shall be limited to the appointment of a qualified bank or trust company as hereinafter defined and selected by her or them. Designations hereunder shall be written and shall be effective when accepted in a writing signed by the designee and delivered to the then serving Trustee. Changes of situs and removals hereunder shall be effective when contained in a writing signed by the persons holding such power, and delivered to the Trustee(s) involved. B. Following the death or incapacity of the Settlor any successor Trustee shall be a bank or trust company having a combined capital and surplus of at least One Hundred Million Dollars ($100,000,000) or having personal trust accounts under -Z4- administration in excess of One Billion Dollars ($1,000,000,000) in value or shall be a wholly owned subsidiary of a bank or trust company having such qualifications. No successor Trustee shall be personally liable for any act or omission of any predecessor and, with the written approval of a majority of the primary beneficiaries then entitled to income and who have capacity to act, a successor Trustee may accept the account rendered and the property received as a complete discharge to the predecessor Trustee without incurring liability for so doing. Any successor Trustee appointed hereunder shall have all the powers, discretions, rights, obligations or duties of the original Trustee. A successor Trustee may qualify by filing a written acceptance of trust with the trust records. C. Any Trustee acting hereunder may resign at any time without court approval, to become effective upon delivery to each adult beneficiary to whom the Trustee is then directed or autho- rized to pay income, of a written instrument signed by the resigning Trustee. Upon the resignation of the Trustee, the successor. or substitute Trustee shall be designated in a written instrument signed by the Settlor, or if he is unable to unwilling to act, then by the Settlor's wife, or if she is unable or unwilling to act, then by a majority in number of the beneficiaries entitled to receive notice of such resignation, and delivered to the successor or substitute Trustee. The successor -15- or substitute Trustee shall qualify by filing its consent to act with the trust records . D. Any Trustee acting hereunder shall be entitled to receive reasonable compensation for such services. E. The Settlor directs that the Trustee and any successors thereto shall not be required to file a bond to secure the faithful performance of the duties of their office in any juris- diction. ARTICLE SI - SIMIILTANEOIIS DEATH PRESIIMPTIONS If any beneficiary and the Settlor should die under such circumstances as would make it doubtful whether the beneficiary or the Settlor died first, then it shall be conclusively presumed for the purposes of this Trust that the beneficiary predeceased the Settlor; provided, however, that if the Settlor's wife shall die with the Settlor as aforesaid, the Settlor directs that the Settlor's wife shall be conclusively presumed to have survived the Settlor. ARTICLE BII - GOVERNING LAW AND SITIIS This Trust Agreement and the trusts created hereby shall have original situs in Cumberland County, Pennsylvania, and shall be construed, regulated and governed by and in accordance with the laws of the Commonwealth of Pennsylvania. -16- ARTICL$ ZIII - SPENDTHRIFT PROVISIONS Except as otherwise provided herein, all payments of princi- pal and income payable, or to become payable, to the beneficiary of any trust created hereunder shall not be subject to anticipa- tion, assignment, pledge, sale or transfer in any manner, nor shall any beneficiary have the power to anticipate or encumber such interest, nor shall such interest, while in the possession of the Trustee, be liable for, or subject to, the debts, con- tracts, obligations, liabilities or torts of any beneficiary. ARTICLE %IV - PERPETIIITIES SAVINGS CLAIISE Notwithstanding anything herein to the contrary, the trusts created hereunder shall terminate not later than twenty-one (21) years after the death of the last survivor of the Settlor's issue living on the date of this Agreement, when the Trustee shall distribute each remaining trust hereunder to the beneficiary or beneficiaries of the current income thereof, and if there is more than one beneficiary, in the proportion in which they are beneficiaries, or if no proportion is designated, in equal shares to such beneficiaries. ARTICLE BV - MISCELLANEOIIS A. Whenever the word "Trustee" or any modifying or substi- tuted pronoun therefor is used in this Agreement, such words and respective pronouns shall include both the singular and the plural, the masculine, feminine and neuter gender thereof, and shall apply equally to the Trustee named herein and to any -17- successor or substitute Trustee acting hereunder, and such successor or substitute Trustee shall have all the rights, powers and duties, authority and responsibility conferred upon the Trustee originally named herein. B. For the purposes of this Agreement, any reference to the Settlor's wife or spouse shall mean Mary E. Burdge; and any reference to the Settlor's children and issue shall include only Randall D. Burdge,. Jeremy J. Burdge and Gavin F. Burdge. The term "issue" shall include only persons born to these three children of the Settlor and shall not extend to any adopted person or stepchild. Any reference to the Settlor's children and issue shall not include the Settlor's son, Jeffrey David Burdge, and his issue, for whom the Settlor and his wife have already made adequate provision. C. Reference to sections of the Internal Revenue Code and to the Internal Revenue Code shall refer to the Internal Revenue Code as amended to the date of the Settlor's death. -18- IN WITNESS WHEREOF, Jeffrey J. Burdge, the Settlor, has hereunto set his hand and seal on the day and year written above. WITNESS: ~ y ..~ JEFFREY J. BURDGE, Settlor The Trustee, Dauphin Deposit Bank and Trust Company, by its duly authorized officer, accepts the trusts created herein and covenants that it will faithfully discharge its duties as Trustee . ATTEST: ~~. ~ ~. (Assistant) Secret ry DAUPHIN DEPOSIT BANK AND TRUST COMPANY John O. Campbell, l _ Asst. Vice-President and ~~ Trust Officer f:\hane\txnw\doc\burdge_j.trs -19- COI~IIriONWEALTH OF PENNSYLVANIA SS. COUNTY OF DAUPHIN On the 31st day of January , 199, before me, the undersigned officer, personally appeared the above named JEFFREY J. BURDGE, and in due form of law acknowledged the foregoing Agreement of Trust to be his voluntary act and deed for the purposes expressed therein. IN WITNESS WHEREOF, I hereunto set my hand and official seal. otary P 1 is ;GTC.~,;,',~ Sc.~~ 'i' ^:~L^ :t;Gc I<:.TF. ... .. COMMONWEALTH OF PENNSYLVANIA SS. COUNTY OF DAUPHIN ^• ~, '~/` .l On the ~,~~ day of ``"'~~ 199-J , before me, the undersigned officer, personally appeared JOHN O. CAMPBELL, who acknowledged himself to be an Assistant Vice President and Trust Officer of Dauphin Deposit Bank and Trust Company, and that he, as such officer being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing the name of the organization by himself as such officer. TN WITNESS WHEREOF, I hereunto set my hand and official seal. Notar Public j~'~---•------__ 1 ;Vri~ii~?I .j.Zl~- i Mary qnn grtdars-~. ,;Mary Public ' Harnsburc. -~ucr,;n Ccunty ~ PAy Cammiss;„n~ s Oct. 30, tgg -20_ qc- ,..~Cr;n'?fNntarPg ~. SOLE ~i,1~NDMEIN'I'?OTBE ~" _. ,g'~'F~~'Y i Ri~D ,F RFV(]CaRi.F.'i'RU4T THIS A~viENDNiE~i'I', made this ~_ day of _, 1999, between JEFFREY J. BLTRDGE, of the Borough of Lemoyne, Cumberland County, Pennsylvania (the "Settlor"~, and DAL-PHIi t DEPOSIT Br11vK AND TRUST COMPA1~iY, a division of F1~ Bank, with offices in Harrisbur;, Dauphin County, Pennsylvania (the `"I'rustee'~, WITNESSETH: WHEREAS, the Settlor and the Trustee established The Jeffrey J. Burdge Revocable Trust, hereinafter referred to as the "Trust Ageement," on January 31, I99~; and W ,~EREAS, Article III of the Trust Agreement provides that the Settlor reserves the right co alter, amend or revoke the Trust Ageement, either in whole or in part; and `~r?iERcAS, the Settlor now desires to modify and amend the Trust Ageement, as hereinatter set fork. and the Trustee is a~*eeable to such modifications and amendments. SOW, THEREFORE, it is ageed: FTR ~T: The Trust A~eement is hereby atnended by the addition of the followin; ne:~• material ac the end thereof, as follows: Article YVI - Burd;e Charitable Trust The Settlor intends to establish the Burdge Charitable Trust (the "Foundation") during his lifetime, in order to receive certain retirement funds, and to serve 3S contingent remainder benenciary as otherwise provided in this Age-..went. If the Settlor has not established the Foundation during his lifetime, then the Trustee is hereby authorized :nd directed to establish a trust, non-profit corporation or other appropriate entity to 'oe :.o~vn as the "Je~rey J. and Mary E. Burdge Chartable Trust," which shall be organized. ac,:~inistered and operated exclusively for charitable, scientinc or educational punoses. as hereinarter set forth. The good faith determination of the Trustee shall be conclusive _ or rll aurooses with resaect to the selection of the iesal entity for the roundation and the -zr-r:s of the vovernin; doc•.:n:e^.t(s) thereof and the ~tustee wall incur :.o ?iabiiir~ :viti: -esaect to any such good faith determination. provided that any such provisions shall not be inconsistent :with or contrary to the terms and conditions hereinafter set for~h in this ~~t B AI'C1C le .t V t, wnacu aa.o.. ,•~ ----- - --~ --- ~•• •• • ~..u. a nc r vuaGiL10l1 lSia ~-~ and administered by the Boazd of Directors hereiaaRer described (the "Board"). 1. Except as otherwise provided in Paragraph (A)(2) below, in making distributions or expenditures of the Foundation's net income or principal, the Board, by iu majority action, and if the Board. fails to act, then the officers, ;overning body or fiduciary of the Foundation, shall make such distributions or expenditures only to non-profit o~anizations for the benefit, care or advocacy of persons afflicted with mental illness. The Settlor encourages, but does not require, that special emphasis be given to helping individuals who have a clinical diagnosis of schizophrenia, manic depression or bipolar disease, including research into the causes and treamaent of the same and for the enhancement of public understanding thereof; such funds maybe used or applied either for capital or pro~am expenses for the foregoing purposes; provided that no such funds shall be used by any recipient organization for any purposes other than those specincally set forth above, even though such organization may perform other functions or missions in addition to those described in this paragraph (A)(1). 2. In making distributions or expenditures of the Foundation's net income or principal, each member of the Board may annually designate one or more non-prom public service, human services or arts organizations ofspecial - interest to such member of the Boazd, without regazd to the limitations imposed in para~aph (_~)(1) above and without majority action by the Board under paragraph (A)(1) above; provided that the annual total of all such distributions or expenditures made on behalf of all members of the Board by authority of this para~aph (A)(2) shall not exceed fifteen percent (1~°~0) of the total distributions made by the Foundation during any fiscal year with respect to each such member of the Board; and shall not exceed forty-five percent (-~~°.'o) of the total distributions or expenditures of the Foundation for such fiscal year with respect to all such distributions directed by members of the Board under this paragraph (A){?); and further provided that not mot than one-half (I/Z) of the amount designated by any member of the Board untie: ties paragraph (:~}(?) shall be distributable to one or more arts organizations. ;. The F ounaation wall make no distributions or expenditures of any iQt1d t0 Churches Or Other religl0us Or?3n1Z3II0IIS ;or sectarian or re:i, Ous DurJOSCS. A. The Foundation shall receive the property transferred to it pursuant to this Trust Agreement, by Will, by beneficiary designation, or otherwise, and shall invest and reinvest the same and shall collect the income therefrom and, after deducting all proper chaz;es and expenses, shall make distributions or expenditures as follows: 4, Without limiting the discretionary authority of the Board t~ o -_• distribute the net income or principal of the Foundation as set forth above, the Settlor encourages, but does not require, the Board to manage and invest the principal of the Foundatoa, and to distrtbute and expend the net income and principal thereof, on a `~lIIitrllsL" basis, with the goal of distributing each yeaz si`t percent (6%) of the year-end fair market value of the assets of the Foundation for the charitable, scientific or educational purposes set forth in paragraphs (A)(1) and (A)(2) above. The investment goals and fiduciary powers applicable to the Foundation shall be construed broadly with this purpose in mind. 5. The Settlor encourages, but does not require, the Boazd to make distributions or expenditures on a matchin; gift-basis, where appropriate and possible, and to eve priority of consideration to organizations in which a member of the Board is involved, either as a volunteer,. member or as an officer or director. 6. Should the Boazd fail to take the necessary action for the Foundation to make timely distributions in the amounts required to avoid the tax imposed by Section 4942 of the Internal Revenue Code, the officers, governing body or fiduciary of the Foundation shall promptly make such distributions or expenditures for the exclusively charitable, scientirc or educational purposes described above. B. The Settlor intends that any assets included in his gross estate for federal estate ta.Y purposes and transferred to the Foundatioa shall qualify for deduction ~.inder Section 20» of the Internal Revenue Code and that the Foundation shall be exempt from federal income tax as an organization described in Section ;O1(c)(3) of the Internal Revenue Code. Accordingly, the provisions of this Trust A~cement shall be construed, and the Foundation shall at all times be organized, operated and administered in such manner as to assure the Foundation's exemption from federal income tax and to further assure the deductibility for federal estate tax purposes of any assets transferred to the Foundation. The Board shall have the power to amead the Foundation's or;anizadonal or governing doc.iments, at all times, for the purpose of complying with said Section ~Ol(c)(3) of the Internal Revenue Code and the R..;ulations issued by the Internal Revenue Service. C. Rio part of the net earnin;s of the Foundation shall inure to the benent of any private shareholder or individual and no substantial part of the Foundation's activities shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and :he Foundation shall not t?articipate in or intervene in (including the publishing or distributing of statements) any political carnpai~i on oehalf of any candidate for public off ce. In addition, any provisions of this T rust agre~eat or beneticial'y desirlation to the contrary notwithstanding, in the administration of the Foundation: -3- 2. the Foundation shall distribute its net income for each taxable year at such time and is such manner so as not to subject it to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code; 3. The Foundation shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4. The Foundation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code. D. With the consent of the Board, the Foundation may receive additional property from any source, including by gift or bequest, but only if and to the extent that such additions are not conditioned or limited in such a way as to jeopardize the status of the Foundation as an or;anization described in Section ~O1(c)(3) of the Intemal Revenue Code. E. The Foundation shall have perpetual existence, unless its existence is terminated by the unanimous action of the Board. The SeNor directs that such termination shall not occur in any event sooner than fifteen (1~) years after the last desth of the Settlor and his wife. Should the Foundation's existence ever be terminated, any property then belonging to it shall be distributed one or more organizations selected by the Board, with the same to be used or applied exclusively for the charitable, scientific or educational purposes set forth in para~aph (.~)(1). If such distributions are not feasible, then final termination distribution shall be made to such or;anizations organized and operated exclusively for charitable, scientific or educational purposes as shall be selected by the Board, or if the Board shall fail to so select, as shall be selected by the officers, voverning body or fiduciary of the Foundation. F. The Board shall be composed initially of the Settlor's sons Randall D. Burdge, Gavin F. Burdge, and Jeremy J. Burdge, or their successors, who shall be selected by such sons of the Settlor, or by their respective successors. Each of the aforesaid sons of the Sertlor who survives the Settlor, whether or not he commences to act as a Board member, shall have the right to designate his substitute or successor on the Board. to serve if the person so designated shall for any reason be unable or unwilling to act as a Board member or, having acted, shall for any : eason cease to act Such desig- nation shall be :wade by instrument in writing delivered to the Foundation and shall be :evocable by the person malting it until such designation becomes eti~dve. G. If for any e:ttended time, there shall be Iess than three 3oard members, t.`re remaining member or members wall aaooint another person as a Board ~aember to make 1 total of three 3oard members. If. at anv :ine.:here shall be :ro 3oard mernbe:s ac:inJ, -4- the governing body or fiduciary of the Foundation shall name three persons to aec ,a Boazd members. In addition, the member of the Board actin; at any time may, by majority vote, appoint two additional individuals as members thereof, provided that there shall at all times be an odd number of members and not more than a total of five members of the Board acting at any time. H. The Boazd members shall elect a Chairman each year and all formal action of the Foundation shall be evidenced in writing, signed by the Chairman, or by his desi~tee(s). The Settlor recommends, but does not require, that the chairmanship be rotated among all members of the Board on an annual basis. The Boazd shall have power to enact Bylaws governing such aspects of its rules of order and functions as a majority of its members deem appropriate. The Boazd members shall be entitled to reimbursement for reasonable expenses incurred in the performance of their duties hereunder, and to reasonable compensation for services rendered to the Foundation. I. The Board shall exercise its powers by majority vote, and nay Board member dissenting from such vote shall not be liable or accountable for any action taken pursuant thereto provided such dissenting member records his dissent in writing to the other Board members. J. The Board shall have the following powers, in addition those power previously ~artted herein: 1. To remove the ot~cen, dir~tors or fiduciary of the Foundation (as the case may be) and select their successors or substitutes. 2. To employ a bank or trust company or investment counsel of estab- lished and known rcputadon to direct the investment and reinvestment of all or part of the assets of the F oundation and to determine the amount to be paid such bank or trust company or investment counsel from the assets of the Foundation, and to detcrmine other terms and conditions applicable thereto. 3. To hire such persons as the Board deems appropriate for the supervision and administration of the functions of the Foundation. -l. Within the limits imposed by Paragraphs (A)(1), (?) and (3) above, to determine and select the charitable, scientific and educational purposes and beneficiaries of the Foundation; to direct the amounts to be distributed or e:cuended from time to time exclusively for such purposes and beaenciar+.es and to direct the Foundation *.o make such aisrributions and expenditures at such rimes and in such manner as the 3oard wall determine. 5. To invesz in n.Yed income and cauity securities selected by the 3oard. provided at !erst _:sary• ~erceat e_30°'0) of such 5e'.:•.:rties sna11 be of -~- r investment quality. Investment in proprietary mutual funds and is coaunon trust funds of a corporate fiduciary shall also be permitted. 6. To indemnify, save and hold harmless any officer, director or fiduciary of the Foundaton if the Board, by majority action, determines that such action is necessary or advisable for the Foundation. SF~NI2: In all other respects, the Trust ~~eement shall continue in full force and effect. IN WI'I~~ESS WHEREOF, the Settlor and the Trustee have executed this Sole ~rnendment as of the day and year first above written. ~Vimess ATTEST / `~ .~ , ~ ' ' ~ ~ a s ~~ -Titre: 'r/". ~" i ,, .: < a" ~ ~ _ ; t T~ Y J. BL"RDGE, Settlor DAL'PHIlv DEPOSIT B:~:~iK a~1D TRL~ST COMP ~vY, a division of FvlB Bank I~ Bv: ~~ ~ G~~/ sy~~ Rayawdd A.1~IcGeary, Senior Vice Pi~sident -6- r t. VivtiviV it ~• c,sv~ L n yr rc.~.~u : r... COLivTY OF CLJNiBERLAlYD JJ. On this, the ~ day of 1999, before me, the undersized officer, personally appeared JEFFREY J. BL1tDGE, known to me, (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowled;ed that he executed the same for the purposes therein contained. IPi WITNESS WF~REOF, I hereunder set my hand and official seal. Z NOTARfAL SFAL ' ?ATAlCiA O. ALYAFNK Votary Pubic u- Twp., ~+bwlar~a Corx+ty, ?A ~ A,~\.~..c,,.~.r ~. 1 ~..~..~w~ , ~y Cion ~. ~~ Notary Public u COivL~iOiVWEAI.TH OF PE?vTiSYLV:~tiZ-~ SS. COL~1i'Y OF _ ~r~~'P~tl.t,~ ~, On this, the Y ~~ day of ~~/ ;: ~ , 1999, before me, the undersized /~ otncer, personally appeared R~Y1d0Iv'D ~ MCGE~RY, who ackaowled;ed himself to be a SENIOR ~ZCE PRESIDENT OF DAL~I~t DEPOSIT B~vK ~vD TRUST COMP ~vY, a division of F1~iB Bank, and that he, as such officer bein; authorized so to do, executed the fore;oin; :nstrument for the purposes therein contained by si~un~ the name of such bank and trust company by himself as such officer. WITNESS WHEREOF, I hcreuato set my hand snd or~cial seal. ;' _ r Notarv Ehbiic .~ f ~~ ,~ aAarv ~rtn.-noersan. ,~1CTarv'~~ic AAv Cam, ex~res t:d. ':0. ?^QZ ~.ie+ncrr. ~nnsrnrar+a .~.~,:e~.^en ~ ::warps 11/15/00 16:27 FAX 7172312636 _ - ALLFIRST TRL?ST DEPT f~]002 SOLD ~1,11v>iENDMENT TO THE M RY F_ Bi;$,RGE F O Ri F. TRiTST THIS AMENDMENT, made this ~, day of 1999, between MARY E: BURDGE, of the Borough ~_~fLemoyne, Cumberland County, Pennsylvania (the "5ettlor'~, and DAUPHIN DEPOSYT' T;ANK AND TRUST COMPANY, a division of FMB Bank, with offices in Harrisburg, Dau~:~hin County, Pennsylvania (the "Trustee"), `~~VTTNESSETH: WHEREAS, the Settlor and tb ~; Trustee established The Mary E. Burdge Revocable Trust, hereinafter referred to as the `°I:ust Agreement,°' on January 31, 1995; and WHEREAS, Article III of the 'Trust Agreement provides that the Settlor reserves the right to alter, amend or revoke the Trust At~~•eement, either in whole or in part; and WHEREAS, the Settlor now desires to modify and amend the Trust Ag~•eement, as hereinafter set forth, and the Trustee a agreeable to such modifications and arziendments. NOW, THEREFORE, it is agreed: FTRST: The Trust Agr~.,:ement is hereby amended by the addition of the following new material at the end thereof, as fal.lows: Article XVI - Bnrdg~,:: C;hat'itable Trust The Settlor intends to establish the 8urdge Charitable Trust (the "Foundation") during his Lifetime, in order t~: c receive certain retirement funds, and to serve as contingent remainder beneficiary as othc,rwise provided in this Agreement. If the Settlor has not established the Foundation daring her lifetime, then the Trustee is hereby authozized and directed to establish a trust, r~on-profit corporation, or other appropriate entity to be lmown as the "Jeffrey J. and Diary E. Burdge Charitable Trust," which shall be organized, administered and operated ea:clusively for charitable, scientific or educational; purposes, as hereinafter set forth. The good faith determination of the Trustee shall be conclusive for all purposes with respect to the selection of the legal entity for the Foundation and the terms of the governing docw~nent(s) thereof and the Trustee shall incur no liability with respect to any such good fail'1 determination, provided that any such provisions shall not be inconsistent with or contt;~r~ to the terms and conditions hereinafter set forth in this 11/15/UU 16:28 FAX 7172312636 ALLFIRST TRUST DEPT - -- ------•- - X1003 Article XVI, which shall be controlling in all events. The Foundation shall be managed aad administered by the Board. of Directors hereinafter described (the "Board'. A. The Foundation ,hall receive the property transferred to it pursuant to this Trust Agreement, by Will, by t~~~aeficiary designation, or otherwise, and shall invest and reinvest the same and shall coD~xt the income therefrom and, after deducting all proper charges and expenses, shall malce distributions or expenditures as follows: 1. Except as otl~,ervaise provided in Paragraph (A)(2) below, in making distributions or expenditures of the Foundation's net income or principal, the Board, by its majority ~,rction, and if the Boazd fails to act, then the officers, governing body or fiduciary of the Foundation, shall make such distributions or expenditures only to non-profit organizations for the benefit, care or advocacy of persons afflicted with mental illness. The Settlor encourages, bu# does not require, that special er<~plaasis be given to helping individuals who have a clinical diagnosis of schizophr...nia, manic depression or bipolaz disease, including research into the cause.. and treatment of the same and for the enhancement of public understanding t:l~ef,eof; such funds maybe used or applied either for capital or program expenses f;~r the foregoing purposes; provided that no such funds shall be used by any recipient organization for any purposes other than those specifically set forth above, even though such organization may perform other functions or missions ;~.n addition to those described in this paragraph (A)(1). 2. In mak~.ng distributions or expenditures of the Foundation's net income or principal, etch member of the Board may annually designate one or more non-profit public: s~;,rrvi.ce, human services or arts organizations of special interest to such memb ~;r of the Board, without regard to the limitations imposed in paragraph (A}(1) abo`~e and without majority action by the Boazd under paragraph (A)(1) above; providedi that the annual total of all such distnbutions or expenditures made on behalf of all members of the Board by authority of this paragraph (A)(Z) shall not exceed fifteen percent (15%) of the total distn~utions made by the Foundati~m during any fiscal year with respect to each such member of the Board; and shsli not exceed forty-five percent (45%) of the total distributions or exgei~~~.itures of the Foundation for such fiscal yeaz with respect to all such distnbutions directed by members of the Board under this paragraph {A}(2); and further pr~~wided that not more than one-half {1/2) of the amount designated by any member of the Board under this paragraph (A)(2) shall be distn~butable to one or more arts organizations. 3. The Foundation shall make no distributions or expenditures of any kind to churches or o ih~.~r religious organizations for sectarian or religious purposes. -2- _. _ _ - 11/15/00 16:28 FAX 7172~12~B96 __ ALLFTRST TRUST DEPT f~ 004 4. Without I,mxiting the discretionary authority of the Board to distribute the net incorac. or principal of the Foundation as set forth above, the Settlor encourages, but cl,oes not require, the Boazd to manage and invest the principal of the Foundation, and to distribute and expend the net income and principal thereof on a "~~nitrust" basis, with the goal of distributing each year six percent (6%) of the yea~•-end fair market value of the assets of the Foundation for the charitable, scientific or educational purposes set forth in paragraphs (A)(1) and (A)(~} above. The inves~tnaent goals and fiduciary powers applicable to the Foundation shall be cor.~trued broadly with this purpose in mind. 5. The Sett'lor encourages, but does not require, the Board to make distributions or expend;, lures on a matching-gift-basis, where appropriate and possible, and to give priority of consideration to organizations in which a member of the Board is involved, either as a volunteer, member or as an officer or director. 6. Should t,:he Board fail to take the necessary action for the Foundation to make tin°~ely distributions in the amounts required to avoid the tax imposed by Section 49 ~G2 of the Internal Revenue Code, the officers, governing body or fiduciary of thr„„~ Foundation shall promptly make such distributions or expenditures for the ex~,hcsively charitable, scientific or educational purposes described above. B. The Settlor internds that any assets included in her gross estate for federal estate tax purposes and transfe trek to the Foundation shall qualify for deduction under Section 2055 of the Internal R ~rvenue Code and that the Foundation shall be exempt from federal income tax as an organization described in Section 501(c)(3) of the Internal Revenue Code. A,ccordingIy, the provisions of this Trust Agreement shall be construed, and the Foundation shall at a1 titrtes be organized, operated and administered in such manner as to assure the Foundation's exemption from federal income tax and to further assure the deductibility for fecl.eral estate tax purposes of any assets transferred to the Foundation. The $oard shall leave the power to amend the Foundation`s organizational or governin$ documents, at all tiinc,~s, for the purpose of complying with said Section 501(c}(3) of the Internal Revenue Code and the Regulations issued by the Internal Revenue Service. C. No part of the iiet earnings of the Foundation shall inure to the benefit of any private shareholder or individual and no substantial part of the Foundation's activities shall consist of carrying on p~~opaganda, or otherwise attempting to influence legislation, and the Foundation shall not g~articipate in or intervene in (including the publishing or distributing of statements) an;~ political campaign on behalf of any candidate for public office. In addition, any provisions of this Trust Agreement or beneficiary designation to the contrary notwithstanding, in the administration of the Foundation: -3- _ _ __ _ _ _ 11/15/00 16:28 FAX 7172~12~336 _ ALLFIRST TRUST DEPT C£~J005 r,-- 1. The Foundati ~~n shall not engage in any act ofself-dealing as defined in . Section 4941(d) ofthe Iirternal Revenue Code; 2. the Foundati~an shall distribute its net income for each taxable year at such time and in such ni,axmer so as not to subject it to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code; 3. The Foundation shall not retain any excess business holdings as defined in Section 4943(c) of tt~ie ][eternal Revenue Code; 4. The Foundat: ion shall not make any investments in such manner as to subject it to tax under ,section 4944 of the Internal Revenue Code. D. nth the consen:~t of the Board, the Foundation may receive additional property from any source, incl i by gift or bequest, but only if and to the extent that such additions aze not conditioned or limited in such a way as to jeopardize the status of the Foundation as an organi2aCio~a described in Section 501(c)(3) of the Interztal Revenue Code. E. The Foundations shall have perpetual existence, unless its existence is terminated by the unanimous ~:~ction of the $oard. The Settlor directs that such termination shall not occur in any event sooner than fifteen (1S) years after the last death of the Settlor and her husbane. Should the Foundation's existence ever be terminated, any property thenbelonging try it shall be distributed one or more organizations selected by the Board, with the same t~:~ be used or applied exclusively for the charitable, scientific or educational purposes set fc~:rth in pazagraph (A)(1). If such distributions aze not feasible, then final terminateo n distribution shall be made to such organizations organized and operated exclusively for charitable, scientific or educational purposes as shall be selected by the Board, or if tr ~. Board shall fail to so select, as shall be selected by the officers, governing body or fiduciary of the Foundation. F. The Board sh~~ ll be composed initially of the Settlor's sons Randall D. Burdge, Gavin F. Burdge, a~n~l Jeremy J. Burdge, or their successors, who shall be selected by such sons of the :i ettlor, or by their respective successors. Each of the aforesaid sons of the Settlor ~~~rho survives the Settlor, whether or not he commences to act as a $oard member, shall ha~~ a the right to designate her substitute or successor on the Beard, to serve if the person ,,o designated shall for any reason be unable or unwilling to act as a Board member or, h~~.vvng acted, shall for any reason cease to act. Such desig- nation shall be made by iristciunent in writing delivered to the Foundation and shall be revocable by the person making; it until such designation becomes effective. G_ If, for any exi~,nded time, there shall be Less than three Board members, the remaining member or memb ~;rs shall appoint another person as a Board member to make a total of three Board memb~;;r-s. If, at any time, there shall be no Board members acting, -4- 11/15/00 16:28 FAX 7172312636 - ALLFIRST TRUST DEPT X1006 the governing body or fiduciar;~,~ of the Foundation shall name three persons to act as Board members. Yn addition, ttie members of the Board acting at any time may, by majority vote, appoint two additional individuals as members thereof, provided that there shall at all times be an odd number of members and not more than a total of $ve members of the Board acting at any timt~. H. The Board men_~bers shall elect a Chairman each year and all formal action of the Foundation shall be evici.enced in writing, signed by the Chairman, or by her designee(s). The Setflor recommends, but does not require, that the chairmansbdp be rotated among all members of the Board on an annual basis. The Board shall have power to enact Bylaws governing such aspects of its rules of order and functions as a majority of its members deem appropriate ~ The Board members shall be entitled to reimbursement for reasonable expenses incur.°ed in the performance of their duties hereunder, and to reasonable compensation for .services rendered to the Foundation. I. The Board shall exercise its powers by majority vote, and any Board member dissenting from such vote shall not be liable or accountable for any action taken pursuant thereto provided such dissenting member records her dissent in writing to the other Board members. J. The Board shf11 have the following powers, in addition those powers previously granted herein: 1. To remove the officers, directors or fiduciary of the Foundation (as the case maybe) and sele~~t their successors or substitutes. 2. To employ a bank or trust company yr investment counsel of estab- lished and known rep ~zt~3tion to direct the investment and reuavestnnent of all or part of the assets of tl i.e Foundation and to determine the amount to be paid such bank or trust compan;~ ar investment counsel from the assets of the Foundation, and to determine other terms and conditions applicable thereto. 3. To hire sw;;h persons as the Board deems appropriate for the supervision and administration of the functions of the Foundation. 4. Within thf; limits imposed by Paragraphs (A)(1), (2) and (3) above, to determine and select the charitable, scientific and educational purposes and beneficiaries of the Foundation; to direct the amounts to be distributed or expended from time ':o time exclusively for such purposes and beneficiaries and to direct the Fvundatio~'~ to make such distributions and expenditures at such times and in such manner .s the Board shalt determine. 5. To invest in fixedvneotne and equity securities selected by the Board, provided at 1.°;ast eighty percent (SO%) of such securities shall be of -5- - _ _ _ _ _ _ _ 11/15/UU 16:28 FAX 7172312636 _ ALLFIRST TRUST DEPT 10007 investment quality, Inv~,stment in proprietary mutnal funds and in common trust funds of a corporate fid~,iciary shall also be petm~itted.. 6. To inder~mify, save and hold ha~.less any officer, director or fiduciary of the Founds Tian if the Board, by majority action, deteranines that such action is necessary or ar,(v~isable for the Foundation. SF.OQNT~: In all other respect<.,, the Trust Agreement shall continue is full force and effect. 1N WITNESS WHEREOF, thrr Settlor and the Trustee brave executed this Sole Amendment as of the day and year fu;~t above written. 'Witness ~? G . - MARY E G , Settlo A'T'TEST ',~ ~~ title/ E e ~ ~' •-- .T_ , _-.~ DAUPHIl~T DEPOSIT BANK AND TRUST COMPANY, a division of 1~'MB Bank sy: ~• ~ Ra d A. McGeary, Senior Vi President -~- 11/15/UU 16:29 FAX 7172312636 ALLFIRST.TRUST DEPT COMMONWEALTH OF PENNSYL~' ANrA SS. COUNTY OF CUMBERLAND X008 On this, the~~ day of ~~ 1999, before me, the undersigned officer, personally appeared MARY E. BURDGE, ]mown to me, (or satisfactorily proven) to be the person whose name is subscribed t ~~ the within instn>lment, and acknowledged that she executed the same for the purposes thr..reiri contained. IN WITNESS W1;IEREOF, I hereunder set my band anal official seal. NOTARIAL SEAL u ' ~ PATRICIA D. OLYA~tNIK Notary pubGC ~ ` , s N3mpdan TNp., Cumber~nd Counh PA ~'( nk~ iian Exp~es aigust 2y. 20pi ~, - Notary Public COMMONWEALTH OF PENNSYI.V.A~NIA SS. COUNTY Off' T~vq~j01~11,(~ On this, the C~ day ~; ~ 1999, before me, the undersigned officer, personally appeared RAYM~:iND A. MCGEARY, wllo acknowledged himself to be a SENIOR VICE PRESIDENT OF D~'~.UPH1N DEPOSIT BANK AND TRUST COMPANY, a division of FMB Bank, and that he, ~~s such officer being authorized so to do, executed the foregoing instrument for the purpose ~ therein contained by signing the name of such bank and trust connpany by himself as such officer. IN WITNESS WHEREOF,1 hereunto set my hand. and official seal. ,~ ~ blic -__._._~ Notarial Seal Mary Ann Anderson, Notary Pubis: !-latrlsburg. Dauphifl Coup i~ My Commission Expires Oct_ ~C %002 7 Member, PeMSyNa~ia Asso4iatlo~ _: ~ .~arl2s 11/15/UU 1K:29 r'AX 7172a126~6 ALLF'IRST TRLST DEPT ~ 009 _. ~--. ~~ ~ T8M l[ARY B . '8gR_DGE OC LE TRIIST THIS AGREEMENT, made thus ~;/~ day of ~' , 199; between Kary Fs. Burd;~e, of the Borougri of Lemoyne, Cumberland County, Pennsylvania (the "Settlor") and Dauphin Deposit Bank and Trust Comp~3ny, of Cumberland County, Pennsylvania (the "Trustee"~, W T T N E 9 S E T H ARTICLE Y - D$BCRIPTIC~N OF PROPERTY TR~TSFERRED The Settlor has paid aver, assigned, granted, conveyed, transferred and delivered, and by this Agreement dues hereby pay Qver, assign, grant, conve~~, transfer and deliver unto the Trustee the property descr9.bed in Schedule A, annexed hereto and made a part hereof; such p~_~operty, together with any other property that may be recei~~ed or which has been received by the Trustee hereunder, as inverted and reinvested (hereinafter referred to as the "Trust ]?;state"), shall be held, administered and distributed by the Tru::~tee as hereinafter set forth. ARTICLE II - PROQISIO]':t8 FOR SPTTLOA DURING LIFETIME The Trustee shall hol~..l, manage, invest and reinvest the Trust Estate (if any requi~~-es such management and investment) and shall collect the income, :Lf any, therefrom and shall dispose of the net income and princip~il as follows: A. During the lifet;~~ue of the Settlor, the Trustee shall pay to or apply for the be~iefit of the Settlor all the net income from the Trust. 11/15/00 16:34 FAQ 7172312636 ALLFIRST TRUST DEPT ~ 010 L. B: During the lifetime of the Settlor, the Trustee m8y pay to or apply for the benefit of the Settlor or her spouse such sums from the principal of the Trust Estate as the Settlor may request or the Trustee in its sole discretion may deem necessary or advisable from time to tame for the medical care, comfortable maintenance and welfare of the Settlor or her spouse, taking into ~` consideration to the extent, the Trustee deems advisable, any other income or resources cif the Settlor or her spouse known to the Trustee. ARTICI.S III - TRIIST AI~!~NDMENT AND REVOCATYON The Settlor may, by s:i.gned instrument delivered to the Trustee during the settlor's lifetime: (1) withdraw property from this Trust in any amount a:~id at any time upon giving reasonable notice in writing to the T~a-ustee; (2} add other property to the ~' Trust; (3) change the benel:iciaries, their respective shares and the plan of distribution; (9~) amend this Trust Agreement in any other respect; (5} revoke i~his Trust in its entirety or any provision herein; provided, however, the duties or responsibili- ties of the Trustee shall ~1at be enlarged without the Trustee's consent nor without satisfactory adjustment of the Trustee's compensation. ARTxCLE IY - RIGHTS CiF SETTLOR AND TRQSTBE IN INBURANC'E POLICIES A. During the Settl.or's lifetime, the Settlor shall have all rights under any life insurance policies payable to the ~2- - - - - - _ 11/15/00 16:30 FAX 7172312836 ALLFIRST TRUST DEPT ~ 011 Trustee, including the right;. to change the beneficiary, to receive any dividends or otl;~er earnings of such pall•.cies without accountability therefor to •k:he Trustee or any beneficiary hereun- der, and.may assign any policies to any lender, including the Trustee, as security for an~~;~ loan to the Settler or any other person; and the Trustee shall. have no responsibility with respect to any policies, for the pa~~ment of premiums or otherwise, except to hold any policies receiv~~d by the Trustee in safekeeping and to deliver them upon the Settlor's written request and upon the payment to the Trustee of re~isonable compensation for services. The rights of any assignee of any policy shall be superior to the rights of the Trustee. B. If any policy is surrendered or if the beneficiary of any policy is changed, thif:'Trust shall be revoked with respect to such policy. However, r~o revocation of the Trust with respect to any policy, whether pur;:;uant to the provisions of the preced- ing sentence or otherwise, shall be effective unless the surren- der or change in beneficia°;:y of the policy is accepted by the insurance company. C. Upon the death o:E the insured under any policy held by or known to, and payable t~~, the Trustee, or upon the occurrence of some event prior to the cieath of the Settler that matures any such policy, the Trustee, in its discretion, either may collect the net proceeds and hold them as part of the principal of the Trust Estate, or may exerc:i;ae any optional method of settlement -3-- __ __ _ __ _ __ 11~15~UU _.16:30 FAX 7172312636 ALLFIRST TRUST DEPT ~j012 available to it, and the Tri;istee shall deliver any policies on the 5ettlor's life held by :J.t and payable to any other beneficia- ries as those beneficiaries may direct. Payment to, and the receipt of, the Trustee sha].1 be a full discharge of the liabili- ty of any insurance company,, which need not take notice of this Agreement or see to the app;Lication of any payment. The Trustee need not engage in litigati~~n to enforce payment of any policy without indemnification sati~~factory to it for any resulting expenses. ARTICLE 9 - PAYMENT 07' DEBTS ANp.TABEB AFTER SETTI+UR'S DEATH A. In case the Settlc,~r's probate assets shall be insufficient to pay funeral. expenses, all legally enforceable claims against the Settler or the Settlor's estate, the reasonable expenses of adm:i.nistering the Settlor's estate, any allowances provided by law to those dependent upon the Settlor, all death taxes chargeable tv the Settler's estate and ail pre- residuary legacies or devices given by the Settlor's Last Will, the Trustee shall make ava_lable to the Settlor's Executor ar Administrator, out of the ':Crust Estate, such sums as the settlor's Executor or Administrator shall certify to be required to satisfy any such defici~ancy. With respect tv any pre- residuary legacy provided iil the settlor's Last Will far the Jeffrey David Burdge Trust. under Trust Agreement of even date herewith, the Trustee may pay such legacy directly to the Trustee of the Jeffrey David Burdr;e Trust, to satisfy such legacy. The -4- __ _ __ 11/15/00 18:30 FAX 7172312636 ALLFIRST TRUST DEPT C~ 013 Trustee shall also pay out ~~f the Trust Estate all expenses of administration of the Trust Estate (including but not limited to the commissions of the Trustee and attorneys' fees) payable from the principal of the Trust E:~tate after the Settlor's death and until the final distributia~n of the Trust Estate, and all death taxes chargeable to the Tnr~st Estate as a result of the Settlor's death. B. All such payment.,, except of interest, shall be charged generally against the prin~,,:i'pal of the Trust Estate includable in the Settlor's estate for f~::deral estate tax purposes and any interest so paid shall be ~.:harged generally against the income thereof. C. The Trustee may :r.take such payments directly or may pay over the amounts thereof tr) the Executor or Administrator of the Settlor's estate. Written ~:tatements by the Executor or Adminis- trator of such sums due an~~ payable by the Settlor's estate shall be sufficient evidence of 'their amount and propriety for the protection of the Trustee ~3nd the Trustee shall be under no duty to see to the application of any such payments. PiRTICLB VI - DI6POSIZ'YON AFTER SETTLOR~S DEATH Upon the Settlor's dE:ath the Trustee shall dispose of all property comprising the Tz•ust Estate, together with all property distributable to the Trust:e~s as a result of the settlor's death, whether by will or otherwise, as follows: -5- __ 11/15/00 16:31 FAY 7172312536 ALLFIRST TRUST DEPT ~] 014 A. If the Settlor's ht~.sband, Jeffrey J. Burdge, shall survive her, the Trust Estate shall be paid over and distributed to Dauphin Deposit Sank and Trust Company as Trustee of the Jeffrey J. Burdge Revocable Trust, under Trust Agreement of even date herewith, to be held, ~i,dministered and distributed in accordance with the terms t];~ereof, or outright to the Settlor's husband, Jeffrey J. Burdge, if such Trust shall not then be in eacistence for any reason. B, should the Settlor''s~ husband not survive her, or to the extent that he, or his Exec~,itor, or other succes~ar in interest, disclaims any interest xn the Trust Estate, in~whole or in part, the Trustee shall hold, administer and distribute the Trust Estate, or the interest therein or portion thereof disclaimed as follows: 1. The Trustee ;hall pay to or apply for the benefit of any one or more of the Settlor's husband and the Settler's children and issue, until division into shares for children as hereafter provided, all of the net income from the Trust Estate in ccanvenient installments, and in suoh shares and proportion: as the Trustee, in its sole discretion, shall det~:~rmine, taking into considezation to the extent the Truste~~~ deems advisable, any other income or resources of the Sett:l.or's husband, children and issue known to the Trustee. --6- 11_/1.5/00 16:1 FAX_7172~126~6 ALLFIRST TRUST DEPT ~ 015 2. P'xior to divi~si.on into shares for the children of the Settlor as hereaft~ar provided, the Trustee may pay to or apply for the benefit ~~f any one or more of the SettlOr's husband and the Settlc~r"s children and issue, such sums from the principal of the Trust Estate, in such shares and proportions as in its sole discretion shall be necessary or advisable from time tc,~ time, for the medical care, education, support anc,l. maintenance in reasonable comfort of the Settlor"s husband and the Settlor's children and issue, taking into considerai;:ion, to tl~e extent the Trustee deems advisable, any other .i.ncome or resources of the Settlor"s husband, children ar i_ssue known to the Trustee. Although any payment or applic:~tion of benefits for a child or issue of the Settlor pursua4~it to this Paragraph shall be charged against this Trust as a: whole rather than against the ultimate distributive share of the beneficiary to whom or for whose benefit the payment is made, the Settlor recommends, but does ;not require, that any such distributions from principal be made in equal shares among the then-living children of the Settlor, or tv their then- living issue, per sti.rpes. 3. Upon the death of the survivor of the Settlor's husband and the Settl_ot, the Trustee shall divide the Trust Estate as then const:i.tuted into equal separate shares, so as to provide one (1) sl~~are for each then living child of the -7- 11/15/00 16:_31 FAX 7172312636 ALLFIRST TRUST DEPT ~ 016 Settlor, and one (1) sl~~are far each deceased child of the • Settlor Who shall leave;: issue then living. Each share for a living child of the Sel:tlor shall be distributed outright to such child. Each share for a deceased child of the Settlor who shall leave issue ~~hen living shall be distributed per stirpes to such issue, subject, nevertheless, to the continuing trust prote~~t;ion provided in Article VIII hereof for underage beneficia r:ies. ARTICLE VlI -- FAILDRS 07' ISSDB If at the time of the Settlor's death, or at any later time prior to final distributior~~ hereunder, all of the Settlor's issue (as defined in Paragraph B. of ARTICLE XV hereof) are deceased and no other disposition oJ''•the property is directed by this Trust, then and in that evE;:nt only, the then-remaining property of this Trust shall be paic:l over and distributed free of trust, as follows: A. To Dauphin D~;:pvsit Bank and Trust Company, as Trustee of the Jeffre:~,~ bavid Burdge Trust (or to any successor yr substitu~~l:e Trustee thereunder), to be held, administered and dist7-i.buted in accordance with that certain Trust Agreement of ev~~~r,~ date herewith and which was executed immediately prior to ':he execution of this Agreement, by which the Settlor and her husband established an ~.rrevoCable trust known as the JeFfrey David Burdge Trust, for the benefit of their son, ~Teffrey David Burdge; or if such -6- ~. 11/15/00 16:x1 FAX 7172~12a96 ALLFIRST TRUST DEPT (;3]017 disposition should fail for any reason then the Trustee shall dispose of such undisposed property, up tv the whole thereof, in accordancr~~rith the terms of the said Jeffrey David Burdge Trust of even date herewith; and if"such disposition should fa:i,.1, taien such undisposed property, up to the whole thereof, shall be distributed to the Settl.or~s son, Jeffrey David Btir.-dge, if living, otherwise to his then surviving issue, per :;~tirpes. B. If neither Jeffrey David Burdge nor his issue shall survive to the date o:` distribution, then, and in that event only, the then-remain;ir~g property of this Trust shall be paid over and distrib~ited to the Burdge Charitable Trust, which the Settlor's h~isband intends to establish, provided it is in existence at t:he date of distribution. C. If the 8urdce Charitable Trust is not in existence on the date of distri.b~ation, the then-remaining property of this Trust shall be F~~aid over and distributed to The National Alliance foe: the Mentally I11, of Washington, D.C., or to such other org~7nization(s) as the Trustee in its sole discretion determine~:~~will use the property so distributed either for research :i.nto the causes and cure of serious and persistent mental il;'I.ness, or for the exclusive medical grid/or charitable us~:~ and benefit of persons so afflicted. -9- _.,.,11/15/00..,16:32 FAfi 7172312636 ALLFIRST TRUST DEPT ~] 018 ARTiCLB Vial - CobiTS~RrxWG T&CST PRbTECTIO~ If any share hereunde=~ becomes distributable to a beneficiary who has not ati:a,ined the age of thirty (30) years, then such share shall immecl,iately vest in such beneficiary, but notwithstanding the provis:s,ons herein, the Trustee shall retain possession of such share it"~ trust for such beneficiary until such beneficiary attains the age;: of thirty (30) years, using so much of the net income and prin~.:ipal of such share as the Trustee deems necessary to provide for the proper medical care, education, support and maiiit:enance in reasonable comfort of such beneficiary, taking into c~~nsideratian to the extent the Trustee deems advisable any other income or resources of such beneficiary or his or her parents knor~~n to the Trustee. Any income not so paid or applied shall be z,ccumulated and added to principal.. Such beneficiary's share ~~hall be paid over and distributed to such beneficiary upon att~~.ining the age of thirty (30} years, or if he or she shall sooner die, to his or her executors yr administrators. The Trusi;.ee may distribute all income from such share to such beneficiary when such beneficiary attains the age of twenty-one (21) years. The Trustee shall have with respect to each share so retained al:l_ the powers and discretion had with respect to the trusts creatted herein generally. -10- 11/15/00. 16:32 FAl 7172312036 ALLFIRST TRUST DEPT ~ 019 ~RTICLF IB - TROSTES P(1~WER8 In addition to the pow~~:rs hereinbefore provided and those given by law, the Trustee, :°~nd any additional or successor Trustee, .without any order ~:~f court and in its sole discretion, may: A. Hold and retain t!~ie property now or hereafter compris- ing a part of the Trust Est~ite, for such length of time as in its sole discretion it may deem wise, or sell any part thereof, without liability of any kind by reason of such retention o2' sale and invest and reinvest, alter, vary and change investments from time to time, in such manner and in such property, real, personal or otherwise, including an~~ common or diversified trust funds maintained by, or stock of, any bank or trust company or any holding company or affiliate thereof, as the Trustee may deem prudent, without being confined to what are known as legal investments under the laws of any state or jurisdiction; 8. Repair, alter, i~r,~prove or ].ease, for any period of time (even for more than five (!:~) years} any property and give options for leases; C. Make distributio:ti hereunder either in cash or in kind or partly in each, and cau~>e any share to be composed of property different in kind from any other shares, without regard to the basis of such property; D. Purchase investm~ants at a premium; -1.1- 11/15/00 16:32 FAX 7172x12636 ALLFIRST TRUST DEPT ~ 020 E. Vote in person, oi: by proxy, all stocks or other securities held; F. Exercise any righi~s or warrants to subscribe for stocks or bonds_or other allotments received by reason of securities held, or sell them far such prices as it may deem best; G. Deposit, surrender or exchange stocks or pay any assessments in connection ~~ii;h any reorganization or merger or similar proceedings as it a~.ay deem best; H. Exercise any option, right or privilege granted in any insurance policy; I. Sell any real or personal property at public or private sale to any person or entii,;,y, or give options therefor for cash or credit, without liabilii:,y on the part of the purchaser to see to the application of the l:~urchase money; provided, however, that no sale hereunder shall be made at a price less than that which the Trustee acting in good faith shall consider to zepresent adequate and full consider_ition; J. Sorrow money fro~i.n any source, including the Trustee, mortgage or pledge any property and purchase assets from the Set- tlor's estate at fair mark~at value and loan money to any person or entity, including the S~~ttlor's estate; provided, however, that appropriate interest snd collateral shall be required for such loans; K. After the death of the Settlax, to merge any trust created hereunder with an~~ ether trust or trusts created by the -12- 11/15/4u 16:3Y FAX 7172312636 A~,LF'TR~T TRUST DEPT Settlor or her husband by w:~ll or trust, if the terms of such trusts are then substantially' similar and held for the primary benefit of the same person; X021 L. Compromise claims; M. Register securiti~as in the name of a nominee in such manner that title shall pas;5 by delivery; N. Employ attorneys, investment counsel, accountants and agents in connection with the discharge of its duties, and determine and pay to them =seasonable compensation; o. Pool the assets cif all trusts created hereunder or any of them for investment purF~~oses, allocating to each trust an undivided interest in all c:f the assets so held; P. Add to the princ;i„pal of any trust created hereunder any property received fxom any person by deed, will or in any other manner; Q. In the exercise ~:>f its discretion with respect to the use of principal for any b~::neficiary, the Trustee may take into account other property and income available to such beneficiary; in so doing, the Trustee may conclusively rely on written repre- sentations made to it by s~ich beneficiary, and the judgment of the Trustee as to the amount of principal so used and the extent to which other resources are considered shall be conclusive as to all parties in interest; -13- 11/15/00 1B:3:~ FAT 717231ZS36 ALLFIRST TRUST DEPT (~ 022 R. Exercise all'powe~r, authority and discretion given by this Trust Agreement after termination of arty trust created herein until the same is fL~,lly distributed; S. Accept property car not, i» the Trustees sole discxe- tion, by bequest or lif+etlDle tzansfer from any person, estate or trust, subject to the paymf+nt of, or liability for, state and/or federal gift, estate, tran::~f~er, succession, inheritance or other death taxes, including any .interest or penalties thereon, and sign any required consent ~:-r acknowledgement of liability for such taxes and/or lien aga.i.nst such property. ARTICLE 8 - TRQSTES Rti;MQV~iL, SOCCESSION, FLTS AND LIl~iITATIC)N ON POWERS The Trustee shall be ~~ubject to the following: A. The Settlor may, ~:it any time during the Settlor's lifetime, change the situs of the Trust and/or remove the then serving Trustee; provided, however, that she shall immediately thereafter designate some gather person(s) or a bank or trust company as successor to the Trustee being removed. Following the death or incapacity of the; settlor, such powers shall be exercisable by the Settloi~'s husband, if living, or by a majority of the Settlor's then-living ch~.ldren, provided that the power to replace the Trustee shall be limited to the appointment of a qualified bank or trust company as hereinafter defined and selected by him or them. Designations hereunder shall be written and shall be effective whE:;n accepted in a writing signed by the -14- 11/15/00 16:33 FAY 71723120x6 ALLFIRST TRUST DEPT ~ 023 designee and delivered to t'lie: then serving Trustee. Changes of sites and removals hereunde:c shall be effective when contained in a writing signed by the persons holding such power, and delivered to the Trustee(s) involved. B. Following the deat:l~ or incapacity of the Settlor any successor Trustee shall be a bank or trust company having a combined capital and surplc:s of at least One Hundred Million Dollars ($100,000,000) or Y~aving personal trust accounts under administration in excess o!: One Billion Dollars ($1,000,000,000) in value or shall be a wholly owned subsidiary of a bank or trust company having such qualif:i..cations. No successor Trustee shall be personally liable far a~°~y act or omission of any predecessor and, with the written appr~=-val of a majority of the primary beneficiaries then entitle-'.l tv income and who have capacity to act, a successor Trustee m+:iy accept the account rendered and the property received as a com:E~lete discharge to the predecessor Trustee without incurring :liability far so doing. Any successor Trustee appointed hereunder: shall have all the powers, discretions, rights, obli.g~it:ions yr duties of the original Trustee. A successor Trustee may qualify by filing a written acceptance of trust with t'ae trust records. C. Any Trustee actin~~ hereunder may resign at any time without court approval, tc~ become effective upon delivery to each adult beneficiary to whom the Trustee is then directed or autho- rized to pay income, of a written instrument signed by the. ~15- 11/15/00 16:33 FAR 7172312636 ALLFIRST TRUST DEPT l~024 -- resigning Trustee. Upon thy;: resignation of the Trustee, the successor ar substitute Tru.,,;tee shall be designated in a written instrument signed by the Se~~l:tlor, or if she is unable to unwilling to act, then by tlile Settlor's husband, or if he is unable or unwilling to act, then by a majority in number of the beneficiaries entitled to receive notice of such resignation, and delivered to the successor gar substitute Trustee. The successor or substitute Trustee shall c;ualify by filing its consent to act with the trust records. D. Any Trustee acting hereunder shall be entitled to receive reasonable compensation for such services. E . The Settlor direc.t:s that the Trustee and any successors thereto shall not be requi~:ed to file a bond to secure the faithful performance of tht,;~. duties of their office in any juris- diction. ARTICLE 8I - SIMULTANI!i~OUS DEATH PBESIIMPTIONS If any beneficiary an~a the Settlor should die under such c~.rcumstances as would mak: it doubtful whether the beneficiary or the Settlor died first, then it shall be conclusively presumed for the purposes of this T~--xst that the beneficiary predeceased the Settlor. ARTICLE XII - GOVERNING LAW AND SITUS This Trust Agz~eement .and the trusts created hereby shall have original situs in Cumberland County, Pennsylvan~.a, and shall -16-- __. 11/15/UU 16:aa FAX 7172a126a6 ALLFIRST TRUST DEPT 1~j025 be construed, regulated anci governed by and in accordance with the laws of the Commonwealth of Pennsylvania. A~t'1'ICLB %III - SPLNDTE(R:CFT P8OVISIONB Except as otherwise provided herein, all payments of princi- pal and income payable, ar to become payable, to the beneficiary of any trust created hereunder shall not be subject to anticipa- tion, assignment, pledge, :°~ale or transfer in any manner, nor shall any beneficiary have the power to anticipate or encumber such interest, nor shall si:~ch interest, while in the possession of the Trustee, be liable ;@'or, or subject to, the debts, can- tr~cts, obligations, liabi:i.ities or torts of any beneficiary. 3siaTICLE %IV - PSRPETII"I:TIES SAVINGS CLAIISE Notwithstanding anyth'ng herein to the contrary, the trusts created hereunder shall te~eminate not later than twenty--one (21) years after the death of tuie last survivor of the Settlor's issue living on the date of this Agreement, when the Trustee shall distribute each remaining ~~rust hereunder to the beneficiary or beneficiaries of the curre;at income thereof, and if there is mere than one beneficiary, i~n t:ae proportion in Which they are beneficiaries, or if no proportion is designated, in equal shares to such beneficiaries. lr,&TICLS XV - MISCELLp~N7~OO$ A. Whenever the word "'Trustee" yr any modifying or substi- tuted pronoun therefor is used in this Agreement, such words and respective pronouns shall include both the singular and the -17- _ 11/15/00 16:34 FAX 7172312636 ALLFIRST TRUST DEPT ~ 026 plural, the masculine, feminine acid neuter gender thereof, and shall apply equally to the Trustee named herein and to any successor or substitute Tr~,istee acting hereunder, and such successor or substitute Tn7ste:e shall have all the rights, powers and duties, authority and ~:~e;sponsibility aonfezred upon the Trustee originally named herein. B. For the purposes of this Trust Agreement, any reference to the Settlor's husband o:G- spouse shall mean Jeffrey J. Burdge; and any reference to the S~::ttlor's children and issue shall include only Randall D. sui-d,ge, Jeremy J. Burdge and Gavin F. Burdge. The term "issue" :~ha11 include only persons born to these three children of th~_ Settlor and shall not extend to any adapted person or stepchild. Any reference to the Settlor's children and issue shall n~~t include the Settlor's son, Jeffrey David Burdge, and h.is issuer for whom the Settlor and her husband have already made adequate: provision. C. Reference to sections of the Internal Revenue Code and to the Internal Revenue Cade shall refer to the Internal Revenue Code as amended to the date of the Settlor's death. -18- 11/15/00 16:34 FAX 7.L7231263B ALLFIRST TRUST DEPT X027 IN WITNESS WHEREOF, Ma:¢y E. Hurdge, the Settlor, has hereunto set her hand and s~::al. on the day and year written above. WITNESS: ~,'w ~`~ i MARY E: BURDGE, Settlor The Trustee, Dauphin Dp.posi.t Bank and Trust Company, by its duly authorised officer, ac~;~epts the trusts created herein and covenants that it will faithfully discharge its duties as Trustee. ATTEST: DADPHIN DEPOSIT BANK AND TRUST COMPANY ~.} - ~ „, (Assist4nt) Secret f:\hame~bn+\doc\bu~dge j.trs ~.T,ohn o . Campbell ,;~ ;,..Asst. Vice-President and Trust Officer -19- 11/15/00 16:34: FA:~ i1i2312636 ALLFIRST TRUST DEPT [~J028 COMMONWEALTH OF PENNSYLVANLA COUNTY OF DAUPHIN SS. On the 31st day of _,7anuary , 199 5, before me, the undersigned officer, persor~,ally appeared the above named MARY E. BURI7GE, and in due form of law acknowledged the foregoing Agree- ment of Trust to be her voluntary act and deed for the purposes expressed therein. IN WITNESS WHEREOF, I hereunto set my hand and official seal. otary lic ".G7F.~1^.~ 5~=~~L I<l1T1•ir`'~ ; :. s ;r~ur;^rr. ;,; ,t~ ,y '~~upc COMMONWEALTH OF PENNSYLVANIA S8. COUNTY OF DAUPHIN ,~ ~ On the ~ ~ '~- day cif ~~~;~~/ _ 199, before me, the undersigned officer, pa~rsonally appeared JOHN o. CAMPHELL, why acknowledged hiiaself t~~ be an Assistant Vice President and Trust Officer of Dauphin Deposit Bank and Trust Company, and that he, as such officer being authorized so to do, executed the foregoing instrument for t;he purposes therein contained by signing the name of the organization by himself as such officer. TN WITNESS WHEREOF, I: hereunto set my hand and official seal. ~ ~/ ~ ~ %~ /GCMG" ,S~ if:'~~,,~.~%~'~~~C..;~'/»...-• Not~.ry Public 1 Notariui 7•?al i Utary Ann Anderscr:. ~;otary Public s Hamsourg, Gauohrn County ' My Commission Exo~res Oct- 30. ~ 998 -Z Q- ~^Q(Tro/. r prr~_,,p,r,~n F.-....., ~nnn ~f N;x~116c 11/15/UU 16:34 FAX 7172312636 ALLP~CRST TRUST DEPT X029 ,~iCSEDIII,E A pescrivtion mount Cash Si.oo -a1- IN THE MATTER OF THE IN THE COURT OF COMMON PLEAS ESTATE OF JEFFREY J. CUMBERLAND COUNTY, PENNSYLVANIA BURDGE, DECEASED ORPHANS' COURT DIVISION No. 1995-00361 RECEIPT, RELEASE, REFUNDING AND INDEMNIFICATION AGREEMENT CONCERI!IINGo . $20,000 SPECIAL PRINCIPAL DISTRIBUTIO,~iS ~' FROM BURDGE FAMILY TRUST U/A 9-22-94 ~: s THIS AGREEMENT, made this 26`h day of April, 2004, ~' WI TNESSETH: I• THE CIRCUMSTANCES leading up to the execution of this Agreement are as follows: 1 • By that certain Trust Agreement dated September 22, 1994 (the "Trust Agreement"), Jeffrey J. Burdge and Mary E. Burdge, husband and wife (the "Settlors"), established an irc'evocable trust (the "Trust") for the benefit of three of their children. The original trustee was Dauphin Deposit Bank and Trust Company, of 3045 Market Street, Camp Hill, Cumberland County, Pennsylvania, which is now, by merger with Allfirst Trust Company of Pennsylvania, N.A., known as Manufacturers and Traders Trust Company (the "Trustee"). 2• The corpus of the Trust is referred to herein as the "Trust Estate." The Trust Estate is held in three, separate and independent shares, one share for each of the Settlors' following children: Randall D. Burdge, Jeremy J. Burdge, and Gavin F. Burdge (singularly referred to herein as the "Life Beneficiary"; collectively referred to herein as the "Settlors' Children").' Each sepazate and independent share created by the Trust Agreement is referred to herein as the "Separate Trust." 3. As of March 31, 2004 the sepazate shares for each of the Life Beneficiaries had the following fair market values: Randall D. Burdge - $836,998.22 Jeremy J. Burdge - $859,417.17 Gavin F. Burdge - $867,352.58 4• During the lifetime of the Life Beneficiary, the Trustee is authorized by the Trust Agreement, from time to time, to distribute so much of the principal of the 'Section 1.01 of Article I of the Trust. Y '` . Separate Trust to (or for the benefit of) the Life Beneficiary (or his issue) as the Trustee, in its sole discretion, determines is necessary or advisable for the medical care, education, support and maintenance in reasonable comfort of the Life Beneficiary (or his issue}, taking into consideration, to the extent the Trustee deems advisable, any other income or resources of the Life Beneficiary (or his issue) known to the Trustee.Z 5. The Settlors' Children are the primary beneficiaries of the Trust and their issue are secondary beneficiaries. By the Trust Agreement, the Settlors directed the Trustee to consider the needs of any other beneficiary only after the needs of the Settlors' Children have been provided for in fu11.3 6. The Settlors' Children are in the process of establishing a limited liability company (the "LLC"), and wish the Trustee to make a $20,000.00 discretionary principal cash distribution to each of them from their respective Separate Trusts. The Settlors' Children intend to invest these funds in the LLC, which will be owned by them, individually. 7. The Trustee has not made any inquiry into the respective income and other resources of the Settlor's Children, nor does the Trustee believe that it is necessary or advisable to make such inquires. Nonetheless, the Trustee is aware that Gavin F. Burdge is unemployed and acting as a care provider for Mary E. Burdge, which the Trustee believes would clearly justify such a distribution to Gavin F. Burdge. 8. The Trustee is willing to make the above-described $20, principal distributions to the Settlors' Children, provided the Se ttlorsetChi d en execute this Agreement to provide the Trustee with satisfactory release, refunding and indemnification protections. 9. The Settlors' Children are all of legal age and sound mind. ZParagraph B of Section 2.01 of Article II of the Trust Agreement. 'Section 2.02 of Article II of the Trust Agreement. -2- I• RECEIPT, RELEASE, REFUNDING AND INDEMNIFICATION AGREEMENT: NOW, THEREFORE, in consideration of the foregoing and intending to be legally bound hereby, severally but not jointly, the Settlors' Children for themselves, their heirs, personal representatives, successors, and assigns hereby do as follows, to wit: A. Represent and warrant that they have read and understand this Agreement and confirm the facts set forth above are true, correct and complete to the best of their knowledge, information and belief. B. Absolutely, unconditionally, and irrevocably release, remise and forever discharge the law firm of Keefer Wood Allen & Rahal, LLP, from any and all manner of actions, causes of action, suits, liens, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, demands, losses, costs and expense whatsoever in law, admiralty or equity, in any way arising from or in any way regarding the distributions described herein. C. Approve and acknowledge receipt of the sum of $20,000 from the respective Separate Trusts. D. Agree to refund, on demand, all or any part of the aforesaid distributions, which have been determined by the Trustee, or by the Orphans' Court Division of the Court of Common Pleas of Cumberland County, Pennsylvania (the "Court"), or by any court of competent jurisdiction to have been improperly made. E. To the extent of the aforesaid distributions, the Settlors' Children each agree to indemnify and hold harmless the Trustee and its successors and assigns, from and against any and all claims, loss, liability or damage (whether or not related to the negligence of the Trustee) which the Trustee may suffer, or to which it may be subjected by reason of the distributions described herein. F. Absolutely, unconditionally, and irrevocably release, remise and forever discharge the Trustee from any and all manner of actions, causes of action, suits, liens, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, demands, losses, costs and expense whatsoever in law, admiralty or equity, in any way arising from or in any way regarding the distributions described herein. -3- G. Agree that this Agreement constitutes the entire understanding between the parties hereto concerning the subject matter hereof, and supersedes any and all prior written agreements and any and all prior or contemporaneous oral agreements or understandings relating to the subject matter hereof. I-I. Agree that this Agreement may not be amended, modified, superseded, cancelled, renewed or extended, nor may any term or condition hereof be waived, except by a written instrument or document signed by all the parties hereto or, in the case of a waiver, signed by the party sought to be charged therewith. No waiver by any party of the breach of any provision hereof shall be deemed to constitute a waiver of any continuing or subsequent breach of such provision or any other provision hereof. Except as otherwise provided herein, the rights and remedies expressly granted hereunder shall be cumulative with respect to, and shall not be deemed to exclude, any other rights and remedies to which any party shall be entitled at law or in equity. I• Agree that this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, assigns, personal representatives, and those who may hereafter claim through any of the parties, J• Agree that this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to choice-of--law provisions. The Court shall have exclusive jurisdiction over any action to enforce or interpret the terms of this Agreement. The parties hereby consent to said Court exercising personal jurisdiction over them in any suit or action arising out the enforcement of this Agreement. K. Agree that any references to persons or things shall be deemed to refer to such persons or things in the singular or plural and in the masculine, feminine or neuter gender as the context shall require. L• Agree that this Agreement shall be deemed to be severable, so that if any provision hereof shall be determined by the Court, or by any court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to remain valid and enforceable in accordance with their terms. M• Agree that this Agreement may be executed in multiple counterparts, each of which may contain the signatures of one or more of the parties, all of which, taken together, shall constitute one and the same instrument. -4- IN WITNESS WHEREOF, and intending to be legally bound hereby, the Settlors' Children and the Trustee have executed the Consents attached hereto. -5- IN THE MATTER OF THE IN THE COURT OF COMMON PLEAS ESTATE OF JEFFREY J. CUMBERLAND COUNTY, PENNSYLVANIA BURDGE, DECEASED ORPHANS' COURT DIVISION No. 1995-00361 RECEIPT, RELEASE REFUNDING AND INDEMNIFICATION AGREEMENT CONCERNING 520,000 SPECIAL PRINCIPAL DISTRIBUTIONS FROM BURDGE FAMILY TRUST U/A 9-22-94 THE UNDERSIGNED, Sue A. Mauery, certifies that she is a Vice President and Trust Officer of Manufacturers and Traders Trust Company, the Trustee, and is authorized to consent to and join in the above-referenced Receipt, Release, Refunding and Indemnification Agreement (the "Agreement") on behalf of the Trustee, for the purposes expressed therein, and hereby does so. The undersigned also acknowledges receipt of a copy of the Agreement. MANUFACTURERS AND TRADERS TRUST COMPANY, Trustee COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN x/42 !~/ / / /lGG Dom. SUEk~. MAUERY, Vice rest identand Trust Officer . SS. On this, the ~~_ day of April 2004, before me the undersi ned officer ' g ,personally appeared, Sue Mauery, Vice President and Trust Officer, known to me, (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that she executed the same on behalf of said trust company in the fiduciary capacities indicated above for the purposes therein contained. 1N WITNESS WHEREOF, I hereunder set my hand and official seal. Aearxie L N~aety FubUC ~ ~, t1ar~,rp, ~~~aa~~,~nt~in County ~~~ ~ ~' s=xWres ~' 6' 2ooa Notary Public Membef +~e Atoocieuon a tvotartee IN THE MATTER OF THE ESTATE OF JEFFREY J. BURDGE, DECEASED IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION No. 1995-00361 RECEIPT, RELEASE, REFUNDING AND INDEMNIFICATION AGREEMENT CONCERNING $20,000 SPECIAL PRINCIPAL DISTRIBUTIONS FROM BURDGE FAMILY TRUST U/A 9-22-94 THE UNDERSIGNED, Randall D. Burdge, hereby consents to and joins in the above- referenced Receipt, Release, Refunding and Indemnification Agreement (the "Agreement"), for the purposes expressed therein. The undersigned also acknowledges receipt of a copy of the Agreement. ~~r LJ RANDALL D. BURDGE COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN ~ SS. On this, the ~_ day of April 2004, before me, the undersigned officer, personally appeared, Randall D. Burdge, known tome, (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same as his free and voluntary act for the purposes therein contained. IN WITNESS WHEREOF, I hereunder set my hand and official seal. ~tllp.l3~n/l~~ ~°~-l..l.-~,o.. Notary Public Notarial Seal Dtranrta L. WeNa, Notary Public My ~~ ~ pC~ouB 2004 ~~ venom q~pCado<I of Notarle~ IN THE MATTER OF THE IN THE COURT OF COMMON PLEAS ESTATE OF JEFFREY J. CUMBERLAND COUNTY, PENNSYLVANIA BURDGE, DECEASED ORPHANS' COURT DIVISION No. 1995-00361 RECEIPT, RELEASE, REFUNDING AND INDEMNIFICATION AGREEMENT CONCERNING $20,000 SPECIAL PRINCIPAL DISTRIBUTIONS FROM BURDGE FAMILY TRUST U/A 9-22-94 THE UNDERSIGNED, Gavin F. Burdge, hereby consents to and joins in the above- referenced Receipt, Release, Refunding and Indemnification Agreement (the "Agreement" ,forth purposes expressed therein. The undersigned also acknowledges receipt of a copy ofthe Agreement GAVIN F. B GF, (._C?/~l/YIGr\atJt'~Z. \.J C.-175/ L~i1~ \ //' ~~~ yl p CITY OF J On this, the ~ 9t day of April 2004, before me, the undersigned off appeared, Gavin F. Burd e, known to me (or satisfactoril cer, personally g y proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same as his fr voluntary act for the purposes therein contained. ce and IN WITNESS WHEREOF, I hereunder set my hand and official seal. ~~ Notary public COMMONWEALTH OF PENNSYLVANIA PAMELA ~WOLFESNo ary Public City of Harrisburg. Dauphin County My Commission Expires December 22, ?007 IN THE MATTER OF THE ESTATE OF JEFFREY J. BURDGE,DECEASED IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA : ORPHANS' COURT DIVISION No. 1995-00361 RECEIPT, RELEASE, REFUNDING AND INDEMNIFICATION AGREEMENT CONCERNING $20,000 SPECIAL PRINCIPAL DISTRIBUTIONS FROM BURDGE FAMILY TRUST U/A 9-22-94 THE UNDERSIGNED, Jeremy J. Burdge, hereby consents to and joins in the above- referenced Receipt, Release, Refunding and Indemnification Agreement (the "Agreement"), for the purposes expressed therein. The undersigned also acknowledges receipt ofa copy ofthe Agreement. STATE OF OHIO COUNTY OF ~r ~,,t JG ~, ,1 SS. ~ sa On this, the ~ ~ day of 2p04, before me, the undersigned officer, personall appeared, Jeremy J. Burdge, known to me, (or satisfactorily proven} to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same as his free and voluntary act for the purposes therein contained. IN WITNESS WHEREOF, I hereunder set my hand and official seal. ~. Notary p c t ' ! ?' `'F'-{Aflr1tN C. NORRIS ~,~ ~'~' f`'abkc Stateoi ;, , omn+JSSlon ~o expires 10-27-08 ,,: , A 3 In Re: ESTATE OF JEFFREY J. BURDGE DECEASED IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION N0. 1995-00361 TRUST UNDER AGREEMENT DATED JANUARY 31, 1995 WITH JEFFREY J. & MARY E. BURDGE F/B/O JEFFREY D. BURDGE FIRST AND FINAL ACCOUNT OF Manufacturers and Traders Trust Company, Successor to Dauphin Deposit Bank and Trust Company, Trustee Date of Death: Jeffrey D. Burdge February 16, 2003 Date of Trustee's first receipt of funds: February 7, 1995 Accounting for the Period: February 7, 1995 to May 19, 2004 Purpose of Account: Manufacturers and Traders Trust Company, Successor to Dauphin Deposit Bank and Trust Company, Trustee, offers this account to acquaint interested parties with the transactions that have occurred during this administration. It is important that the account be carefully examined. Requests for additional information or questions or objections can be discussed with: Manufacturers and Traders Trust Company Successor to Dauphin Deposit Bank and Trust Company 213 Market Street Harrisburg, PA 17101 (717) 255-2051 '*~ .-; or -. Robert R. Church Keefer, Wood, Allen & Rahal, LLP , 210 walnut Street ~.. Harrisburg, PA 17108 (717) 255-8000 1 SUMMARY OF ACCOUNT Trust under Agreement Jeffrey J. Burdge For Period of 02/07/1995 through 05/19/2004 Fiduciary Current Acquisition Page Value Value Proposed Distributions 73-75 670 975 08 to Beneficiaries , . 669,685.23 PRINCIPAL Receipts: This Account 3-7 Adjustments 7 686,350.93 403.12 Net Gain (or Loss) on Sales 8-10 or Other Disposition 9,946.55 691,700.10 Less Disbursements: General Disbursements 11-13 27,729.05 Fees and Commissions 19 2,133.00 29,862.05 Balance before Distributions - -------------- ------- Distributions to Beneficiaries 15 661,838.05 3,000.00 Principal Balance on Hand 16 658,838.05 For Information: Investments Made 17-26 Changes in Investment Holdings 27-38 INCOME Receipts: This Account 39-51 113,008.44 Net Gain (or Loss) on Sales or Other Disposition 0.00 113,008.49 Less Disbursements 52-67 92,466.65 Balance Before Distribution -----'--'-- Distributions to Beneficiaries 68-70 70,591.79 69,699.61 Income Balance on Hand 71 -- ---'-------- 5,847.16 For Information: Investments Made Changes in Investment Holdings 72 COMBINED BALANCE ON HAND 669,685.23 2 RECEIPTS OF PRINCIPAL Fiduciary Acquisition Value CASH: 02/07/95 Received from Jeffrey J. 10 000.00 Burdge - 1995 Annual Gift 02/07/95 Received from Mary E. Burdge - 10 000.00 1995 Annual Gift 06/29/95 Capital Reserve Account - 101.22 Received from Jeffrey J. & Mary E. Burdge T/A f/b/o Jeffrey D. Burdge 07/01/96 Internal Revenue Service - 352.00 1995 Fiduciary Income Tax Refund 07/10/96 Received from Jeffrey J. 10 000.00 Burdqe - 1996 Annual Gift 07/10/96 Received from Mary E. Burdge - 10,000.00 1996 Annual Gift 05/05/97 Received from Jeffrey J. 10 000.00 Burdge - 1997 Annual Gift 05/05/97 Received from Mary E. Burdge - 10,000.00 1997 Annual Gift 05/21/97 Received from Jeffrey J. 80 000.00 Burdge - Gift 05/21/97 Received from Mary E. Burdge - 80 000.00 ' Gift 06/03/97 Received from Jeffrey J. 35 000.00 Burdge - Gift 06/03/97 Received from Mary E. Burdge - 35,000 00 Gift . 06/12/97 PA Department of Revenue - 33 00 1996 Fiduciary Income Tax . Refund 3 { ~ 12/10/97 Marketvest Funds Inc. Equity 7,902.88 Fund #590 - Long Term Capital Gains Distribution 12/10/97 Marketvest Funds Inc. Equity 1,910.79 Fund #590 - Short Term Capital Gains Distribution 03/26/98 Marketvest Funds Inc. Equity 284.32 Fund #590 - Long Term Capital Gains Distribution 11/16/98 ARK Fds Value Equity Portfolio 5,720.76 - Long Term Capital Gains Distribution 12/09/98 ARK Fds Blue Chip Equity 382.50 Portfolio - Short Term Capital Gains Distribution 12/09/98 ARK Fds Blue Chip Equity 632.77 Portfolio - Long Term Capital Gains Distribution 12/09/98 ARK Fds Intermediate Fixed 106.79 Income Portfolio - Long Term Capital Gains Distribution 12/09/98 ARK Fds Intermediate Fixed 15.78 Income Portfolio - Short Term Capital Gains Distribution 12/09/98 ARK Fds Value Equity Portfolio 1,372.66 - Long Term Capital Gains Distribution 12/15/98 Received from Jeffrey J. and 20,000.00 Mary E. Burdge - 1998 Annual Gift 03/18/99 Received from Jeffrey J. 10 000.00 Burdge - 1999 Annual Gift 03/18/99 Received from Mary E. Burdge - 10,000.00 1999 Annual Gift 05/12/99 Internal Revenue Service - 2,668.00 1998 Fiduciary Income Tax Refund 12/10/99 ARK Fds Blue Chip Equity 1 696.79 Portfolio - Long Term Capital Gains Distribution 12/10/99 ARK Fds Intermediate Fixed gq,47 Income Portfolio - Long Term Capital Gains Distribution 4 12/1C/99 12/10/99 12/13/99 12/13/99 03/20/00 08/10/00 08/10/00 09/14/00 09/19/00 12/08/00 12/08/00 12/08/00 12/08/00 12/08/00 ARK Fds Short Term Bond 17.1E Portfolio - Long Term Capital Gains Distribution ARK Fds Value Equity Portfolio 25,940.21 - Long Term Capital Gains Distribution ARK Fds Capital Growth 596.48 Portfolio - Lonq Term Capital Gains Distribution ARK Fds Capital Growth 405.41 Portfolio - Short Term Capital . Gains Distribution Transfer from Income - Annual 10,000.00 Gift from Mary E. Burdge ARK Fds International Equity 62.13 Selection Instl - Short Term Capital Gains Distribution ARK Fds International Equity 2 612.90 Selection Instl - Long Term Capital Gains Distribution ARK Fds Small-Cap Equity 99 68 Portfolio - Long Term Capital Gains Distribution ARK Fds Small-Cap Equity 5 995.23 Portfolio - Short Term Capital Gains Distribution ARK Fds Blue Chip Equity 2 191.89 Portfolio - Long Term Capital Gains Distribution ARK Fds Blue Chip Equity 311.33 Portfolio - Short Term Capital Gains Distribution ARK Fds Capital Growth 807,48 Portfolio - Short Term Capital Gains Distribution ARK Fds Capital Growth 3,112.18 Portfolio - Long Term Capital Gains Distribution ARK Fds International Equity 710.94 Selection Instl - Long Term Capital Gains Distribution 5 [ , 12/08/00 ARK Fds International Equity 158.36 Selection Instl - Short Term Capital Gains Distribution 12/08/00 ARK Fds Value Equity Portfolio 19,173.09 - Long Term Capital Gains Distribution 12/08/00 ARK Fds Value Equity Portfolio 873.85 - Short Term Capital Gains Distribution 12/11/00 ARK Fds Intermediate Fixed 28.44 Income Portfolio - Long Term Capital Gains Distribution 12/11/00 ARK Fds Value Equity Portfolio 6,996.52 - Long Term Capital Gains Distribution 01/03/01 Transfer from Income 2 90 02/01/01 Received from Mary E. Burdge 10,000.00 Trust - 2001 Annual Gift 05/03/01 Internal Revenue Service - 381.00 2000 Fiduciary Zncome Tax Refund 05/21/01 PA Department of Revenue - 261.00 2000 Fiduciary Income Tax Refund 04/15/02 Received from Mary E. Burdge 11,000.00 Trust - 2002 Annual Gift 12/20/02 ARK Fds Value Equity Portfolio 1,241.29 - Long Term Capital Gains Distribution 01/06/03 Received from Mary E. Burdge 11 000.00 Trust - 2003 Annual Gift 11/21/03 MTB Intermediate Term 656.45 Bond-Inst I Fund #220 - Long Term Capital Gains Distribution 962,709.65 6 STOCKS/LISTED: 06/29/95 1,955 shares Common Stock Collective 37,574.98 Investment Fund - Received from Jeffrey J. & Mary E. Burdge T/A f/b/o Jeffrey D. Burdge 06/29/95 5,736 shares Fixed Income Collective 60,066.30 Investment Fund - Received from Jeffrey J. & Mary E. Burdge f/b/o Jeffrey D. Burdge 97,640.78 PARTNERSHIP INTEREST: -------------------- 05/12/03 3,900 units Limited Burdge 126,000.00 Partnership #2 126,000.00 ADJUSTMENTS: 10/15/99 $50,000 U.S. Treasury Notes 6$ 328.12 due 10/15/99 - Accreted Discount 05/31/02 $30,000 U.S. Treasury Notes 75.00 6.5$ due 5/31/02 - Accreted Discount 903.12 -------------- TOTAL RECEIPTS OF PRINCIPAL ............... 686,753.55 7 GAINS AND LOSSES ON SALES OR OTHER DISPOSITIONS - PRINCIPAL Gain 04/0 -'-- 1/96 1,670 units Fixed Income Collective Investment Fund Net Proceeds 79,603.22 Fid. Acq. Value 80,099.89 05/23/96 100.908 shares Marketvest Funds Inc. Intermediate US Government Bond Fund #593 Net Proceeds 1,000.00 Fid. Acq. Value 1,009.08 08/07/97 $20,000 U.S. Treasury Bills due 08/07/97 Net Proceeds 19,742.17 Fid. Acq. Value 19,742.17 04/10/98 $100,000 Federal Home Loan Bank Bonds 6.85$ due 10/10/2000 Net Proceeds 100,000.00 Fid. Acq. Value 99,997.00 10/15/99 $50,000 U.S. Treasury Notes 6$ due 10/15/99 Net Proceeds 50,000.00 Fid. Acq. Value 50,000.00 02/25/00 1,052.632 shares ARK Fds Intermediate Fixed Income Portfolio Net Proceeds 10,000.00 Fid. Acq. Value 10,391.60 02/25/00 9,698.15 shares ARK Fds US Government Bond Portfolio Net Proceeds 91,162.61 Fid. Acq. Value 96,599.19 02/25/00 2,431.611 shares ARK Fds Value Equity Portfolio Net Proceeds 32,000.00 Fid. Acq. Value 22,820.81 0.00 53.00 0.00 9,179.19 Loss 946.67 9.08 391.60 5,931.53 g 03/23/00 1,711.157 shares ARK Fds Value Equity Portfolio Net Proceeds 25,000.00 Fid. Acq. Value 16,059.31 8,940.69 03/31/00 249.584 shares ARK Fds Value Equity Portfolio Net Proceeds 3,500.00 Fid. Acq. Value 2,295.93 1,204.57 04/03/00 68.966 shares ARK Fds Value Equity Portfolio Net Proceeds 1,000.00 Fid. Acq. Value 647.25 352.75 04/19/00 142.45 shares ARK Fds Value Equity Portfolio Net Proceeds 2,000.00 Fid. Acq. Value 1,336.90 663.10 05/25/00 $20,000 U.S. Treasury Bill due 5/25/00 Net Proceeds 19,718.79 Fid. Acq. Value 19,718.74 0.00 05/31/00 $50,000 U.S. Treasury Notes 6.25$ due 05/31/2000 Net Proceeds 50,000.00 Fid. Acq. Value 49,921.88 78,12 08/24/00 $10,000 U.S. Treasury Bill due 8/24/00 Net Proceeds 9,716.80 Fid. Acq. Value 9,716.80 0.00 12/07/00 $35,000 U.S. Treasury Bill due 12/07/00 Net Proceeds 33,908.82 Fid. Acq. Value 33,908.82 0.00 12/19/00 60.168 shares ARK Fds Small-Cap Equity Portfolio Net Proceeds 1,000.00 Fid. Acq. Value 1,692.31 692.31 9 05/31/01 $35,000 U.S Treasury Bill due 5/31/01 Net Proceeds 39,046.20 Fid. Acq. Value 34,046.20 0.00 08/30/01 $10,000 U.S. Treasury Bill due 8/30/01 Net Proceeds 9,405.97 Fid. Acq. Value 9,405.97 0.00 11/06/01 1,322.751 shares ARK Fds International Equity Selection Instl Net Proceeds 10,499.73 Fid. Acq. Value 19,155.28 8,705.55 03/25/02 $25,000 Federal National Mortgage Mtn 5.688 due 3/25/09 Net Proceeds 25,000.00 Fid. Acq. Value 29,937.50 62.50 05/31/02 $30,000 U.S. Treasury Notes 6.5~ due 5/31/02 Net Proceeds 30,000.00 Fid. Acq. Value 30,000.00 0.00 06/25/02 =,930.899 shares ARK Fds Short Term Bond Portfolio Net Proceeds 19,000.00 Fid. Acq. Value 18,910.63 89.37 11/29/02 $50,000 U.S. Treasury Bill due 11/29/02 Net Proceeds 49,540.07 Fid. Acq. Value 49,540.07 0.00 AL GAINS AND LOSSES/PRINCIPAL........... ------- 20 623.29 15 676.79 LESS LOSS ............................. 15,676.79 NET GAIN OR LOSS . ------- .......................... 4,996.55 10 t ~ DISBURSEMENTS OF PRINCIPAL GENERAL DISBURSEMENTS 03/22/96 Internal Revenue Service - 1995 Fiduciary Income Tax 03/25/96 PA Department of Revenue - 1995 Fiduciary Income Tax 04/11/96 Internal Revenue Service - 1996 1st Quarter Estimated Fiduciary Income Tax 04/15/96 PA Department of Revenue - 1996 1st Quarter Estimated Fiduciary Income Tax 06/10/96 Internal Revenue Service - 1996 2nd Quarter Estimated Fiduciary Income Tax 06/10/96 PA Department of Revenue - 1996 2nd Quarter Estimated Fiduciary Income Tax 09/09/96 PA Department of Revenue - 1996 3rd Quarter Estimated Fiduciary Income Tax 09/12/96 Internal Revenue Service - 1996 3rd Quarter Estimated Fiduciary Income Tax 12/27/96 PA Department of Revenue - 1996 9th Quarter Estimated Fiduciary Income Tax 12/30/96 Internal Revenue Service - 1996 4th Quarter Estimated Fiduciary Income Tax 12/29/97 Internal Revenue Service - 1997 9th Quarter Estimated Fiduciary Income Tax 09/13/98 Internal Revenue Service - 1997 Fiduciary Income Tax - Balance due 04/13/98 PA Department of Revenue - 1998 1st Quarter Estimated Fiduciary Income Tax 1,366.00 162.00 342.00 41.00 342.00 40.00 41.00 342.00 40.00 392.00 293.00 5,733.00 21.00 11 04/15/98 Internal Revenue Service - 1998 1st Quarter Estimated 1,739.00 Fiduciary Income Tax 06/11/98 Internal Revenue Service - 1998 2nd Quarter Estimated 1,739.00 Fiduciary Income Tax 06/11/98 PA Department of Revenue - 1998 2nd Quarter Estimated 21.00 Fiduciary Income Tax 09/10/98 Internal Revenue Service - 1 739 00 1998 3rd Quarter Estimated , . Fiduciary Income Tax 09/11/98 PA Department of Revenue - 1998 3rd Quarter Estimated 115.00 Fiduciary Income Tax 12/31/96 Internal Revenue Service - 1 738 00 1998 4th Quarter Estimated , . Fiduciary Income Tax 12/31/98 PA Department of Revenue - 1998 4th Quarter Estimated 115.00 Fiduciary Income Tax 09/09/99 PA Department of Revenue - 1999 3rd Quarter Estimated 46.00 Fiduciary Income Tax 12/16/99 Keystone Service Systems , Inc. - Miscellaneous Expense 225.05 for Jeffrey D. Burdge 12/28/99 PA Department of Revenue - 1999 4th Quarter Estimated 72.00 Fiduciary Income Tax 03/30/00 Internal Revenue Service - 1999 Fiduciary Income Tax - 4,394.00 Balance due 03/3G/00 PA Department of Revenue - 1999 Fiduciary Income Tax - 573.00 Balance due 03/30/00 Transfer to Income 79.00 09/13/00 Internal Revenue Service - 2000 1st Quarter Estimated 1,635.00 Fiduciary Income Tax 09/13/00 PA Department of Revenue - 2000 1st Quarter Estimated 216.00 Fiduciary Income Tax 12 06/12/00 Internal Revenue Service - 2000 2nd Quarter Estimated 1,635.00 Fiduciary Income Tax 06/12/00 PA Department of Revenue - 2000 2nd Quarter Estimated 216.00 Fiduciary Income 'Pax 09/14/00 Internal Revenue Service - 2000 3rd Quarter Estimated 1,299.00 Fiduciary Income Tax 09/14/00 PA Department of Revenue - 2000 3rd Quarter Estimated 206.00 Fiduciary Income Tax 12/29/00 PA Department of Revenue - 202 00 2000 9th Quarter Estimated . Fiduciary Income Tax 09/10/03 PA Department of Revenue - 2002 Fiduciary Income Tax - 3.00 Balance due 09/15/03 PA Department of Revenue - 2003 3rd Quarter Estimated 4.00 Fiduciary Income Tax 09/09/04 Internal Revenue Service - 257 00 2003 Federal Income Tax - . Balance due 09/09/04 PA Department of Revenue - 2003 State Income Tax - 39.00 Balance due Reserves; Cumberland County Register of 317 00 Wills - Filing Fees . TOTAL GENERAL DISBURSEMENTS -------------- .......... ............... 27,729.05 13 1 ~ FEES AND COMMISSIONS 05/17/09 Keefer, Wood, Allen & Rahal, LLP - Attorney's Fee 1,083.00 Reserves: Keefer, Wood, Allen & Rahal, 1,050.00 LLP - Attorney's Fee -------------- TOTAL FEES AND COMMISSIONS ................. " ••••••• 2,133.00 TOTAL DISBURSEMENTS OF PRINCIPAL ................... • 29,862.05 14 DISTRIBUTIONS OF PRINCIPAL TO BENEFICIARIES Jeffrey David Burdge 07/30/99 Distribution 1,000.00 01/09/03 Distribution - Partial Withdrawal of Annual Gift 2,000.00 3,000.00 TOTAL DISTRIBUTIONS TO BENEFICIARIES...... 3, 000.00 15 PRINCIPAL BALANCE ON HAND Current Value Fiduciary # Units Description Acquisition or as Noted Value MTB Money Market-Inst I Fund #420 $20 000 F d 19,802.44 19,802.49 , e eral Farm Credit Banks 3.15$ due 6/21/04 20,031.20 20,000.00 $25,000 Federal Home Loan Banks 25,398.50 24 807 25 4.125 due 1/19/05 , . 525,000 Federal Home Loan Mortgage 25 195.25 24 969 50 4.5~ due 8/15/04 , . $90,000 Federal Home Loan Banks 40,125.20 39 994 40 2.125$ due 12/15/04 , . 3,900 349.2809 Limited Burdge Partnership #2 MTB International Equit -Inst I F d 199,107.83 126,000.00 y un #270 3,272.76 6,255.70 407.829 2,266.814 MTB Mid Cap Growth-Inst I Fund #901 MTB Multi Ca ital G th 5,911.89 5,003.20 p row -Inst I Fund #430 31 282 03 ~ 52,958.24 4,312.289 MTB Short Term Corporation Bd-Inst 42,303.56 42 233 39 I-#518 , . 1,752.888 MTB Small Cap Growth-Inst I Fund 30,114.62 49 302 60 #555 , . 514.654 MTB Equity Income Portfolio-Inst I 4,873.77 5 186 81 Fund #43 , . 5,924.654 MTB Intermediate Term Bond-Inst I 59,009.55 59 033 51 Fund #220 , . 17,907.6841 MTB Large Cap Stock Inst I Fund #315 - 159,199.30 -------------- - 183,341.06 -- 665,127.90 ------------ 658,838.05 16 INVESTMENTS MADE - PRINCIPAL # Units _______ Cost 05/02/95 979 units Fixed Income Collective Investment Fund - units 9 992.36 purchased 06/02/95 955 units Fixed Income Collective Investment Fund - units 9 991'23 purchased 09/01/96 7,760.322 shares Marketvest Funds Inc . Intermediate US Government 77,603.22 Bond Fund #593 - shares purchased 07/30/96 2,038.736 shares Marketvest Funds Inc . Intermediate US Government 20,000.00 Bond Fund #593 - shares purchased 05/08/97 $20,000 U.S. Treasury Bills due 08/07/97 - purchased 19,742.17 05/30/97 $100,000 Federal Home Loan Bank Bonds 6.85 due 99.947.00 10/10/2000 - purchased 05/30/97 $50,000 U.S. Treasury Notes 6$ due 10/15/99 - purchased 99.671.86 06/05/97 $50,000 U.S. Treasury Notes 6.25$ due 05/31/2000 - 49,921.88 purchased 09/11/97 1,824.818 shares Marketvest Funds Inc . Equity Fund #590 - shares 25,000.00 purchased 10/01/97 709.723 shares Marketvest Funds Inc . Equity Fund #590 - shares 10,000.00 purchased 12/23/97 786.782 shares Marketvest Funds Inc . Equity Fund #590 - shares 10,000.00 purchased 11/16/98 416.661 shares ARK Fds Value Equity Portfolio - shares purchased 5,720.76 12/16/98 2,960.63 shares ARK Fds Intermediate Fixed Income Portfolio - 25,000.00 shares purchased 17 11/16/98 1,160.766 shares ARK Fds Blue Chip Equity Portfolio - shares 20.000.00 purchased 11/29/98 1,377.41 shares ARK Fds Blue Chip Equity Portfolio - shares 25,000.00 purchased 12/01/98 5.63 shares ARK Fds Intermediate Fixed Income Portfolio - 57.37 shares purchased 12/09/98 58.015 shares ARK Fds Blue Chip Equity Portfolio - shares 1,015.27 purchased 12/09/98 12.052 shares ARK Fds Intermediate Fixed Income Portfolio - 122.57 shares purchased 12/09/98 97.921 shares ARK Fds Value Equity Portfolio - shares purchased 1,372.66 01/09/99 11.131 shares ARK Fds Intermediate Fixed Income Portfolio - 112.65 shares purchased 01/09/99 3.58 shares ARK Fds Blue Chip Equity Portfolio - shares 65.16 purchased 02/01/99 11.057 shares ARK Fds Intermediate Fixed Income Portfolio - 111.90 shares purchased 03/01/99 10.309 shares ARK Fds Intermediate Fixed Income Portfolio - 102.37 shares purchased 04/01/99 11.196 shares ARK Fds Intermediate Fixed Income Portfolio - 111.51 shares purchased 04/01/99 3.755 shares ARK Fds Blue Chip Equity Portfolio - shares 71'99 purchased 09/19/99 271.15 shares ARK Fds Capital Growth Portfolio - shares purchased 5.000.00 09/19/99 506.073 shares ARK Fds Blue Chip Equity Portfolio - shares 10,000.00 purchased 04/22/99 $25,000 Federal National Mortgage Mtn 5.68 due 24,937.50 3/25/04 - purchased 18 05/03/99 10.99 shares ARK Fds Intermediate Fixed Income Portfolio - 108.63 shares purchased 05/06/99 266.951 shares ARK Fds Capital Growth Portfolio - shares purchased 5,000.00 05/06/99 996.032 shares ARK Fds Blue Chip Equity Portfolio - shares 10,000.00 purchased 06/01/99 11.243 shares ARK Fds Intermediate Fixed Income Portfolio - 109.96 shares purchased 06/01/99 775.595 shares ARK Fds Blue Chip Equity Portfolio - shares 15,000.00 purchased 07/01/99 3.233 shares ARK Fds Blue Chip Equity Portfolio - shares 66.59 purchased 07/01/99 11.106 shares ARK Fds Intermediate Fixed Income Portfolio - 108.06 shares purchased 08/02/99 11.635 shares ARK Fds Intermediate Fixed Income Portfolio - 112.63 shares purchased 09/01/99 11.7 shares ARK Fds Intermediate Fixed Income Portfolio - 112.79 shares purchased 10/01/99 11.955 shares ARK Fds Intermediate Fixed Income Portfolio - 110.88 shares purchased 10/01/99 3.47 shares ARK Fds Blue Chip Equity Portfolio - shares 67.52 purchased 10/19/99 2,545.825 shares ARK Fds Short Term Bond Portfolio - shares 25,000.00 purchased 10/19/99 2,601.457 shares ARK Fds Intermediate Fixed Income Portfolio - 25,000.00 shares purchased 11/01/99 9.978 shares ARK Fds Short Term Bond Portfolio - shares 44.02 purchased 19 11/01/99 17.278 shares ARK Fds Intermediate Fixed Income Portfolio - 166.56 shares purchased 12/01/99 10.571 shares ARK Fds Short Term Bond Portfolio - shares 103.70 purchased 12/01/99 23.508 shares ARK Fds Intermediate Fixed Income Portfolio - 225.91 shares purchased 12/10/99 77.025 shares ARK Fds Blue Chip Equity Portfolio - shares 1,646.79 purchased 12/10/99 9.623 shares ARK Fds Intermediate Fixed Income Portfolio - 44.97 shares purchased 12/10/99 1.747 shares ARK Fds Short Term Bond Portfolio - shares 17.16 purchased 12/10/99 2,000.016 shares ARK Fds Value Equity Portfolio - shares purchased 25,940.21 12/13/99 45.09 shares ARK Fds Capital Growth Portfolio - shares purchased 1,001.89 12/30/99 5.063 shares ARK Fds Blue Chip Equity Portfolio - shares 113.91 purchased 01/03/00 11.067 shares ARK Fds Short Term Bond Portfolio - shares 108.35 purchased 01/03/00 24.62 shares ARK Fds Intermediate Fixed Income Portfolio - 234.63 shares purchased 02/Oi/00 25.074 shares ARK Fds Intermediate Fixed Income Portfolio - 236.95 shares purchased 02/01/00 11.333 shares ARK Fds Short Term Bond Portfolio - shares 110.50 purchased 02/25/00 1,322.751 shares ARK Fds International Equity Selection Instl - 20.000.00 shares purchased 02/25/00 1,324.503 shares ARK Fds Small-Cap Equity Portfolio - shares 40,000.00 purchased 20 02/25/00 02/25/00 02/28/00 02/29/00 02/29/00 02/29/00 03/01/00 03/01/00 03/16/00 03/23/00 04/03/00 04/03/00 04/03/00 05/01/00 05/01/00 1,379.166 shares ARK Fds Capital Growth Portfolio - shares purchased 520,000 U.S. Treasury Bill due 5/25/00 - purchased 118.953 shares ARK Fds Capital Growth Portfolio - shares purchased 510,000 U.S. Treasury Bill due 8/24/00 - purchased 118.89 shares ARK Fds International Equity Selection Instl - shares purchased 162.92 shares ARK Fds Small-Cap Equity Portfolio - shares purchased 10.951 shares ARK Fds Short Term Bond Portfolio - shares purchased 23.122 shares ARK Fds Intermediate Fixed Income Portfolio - shares purchased 818.833 shares ARK Fds Short Term Bond Portfolio - shares purchased 2,556.237 shares ARK Fds Short Term Bond Portfolio - shares purchased 16.815 shares ARK Fds Short Term Bond Portfolio - shares purchased 20.465 shares ARK Fds Intermediate Fixed Income Portfolio - shares purchased 2.265 shares ARK Fds Blue Chip Equity Portfolio - shares purchased 26.384 shares ARK Fds Short Term Bond Portfolio - shares purchased 20.61 shares ARK Fds Intermediate Fixed Income Portfolio - shares purchased 35,000.00 19,718.74 3, 000.00 9,716.80 1,800.00 5,000.00 106.99 219.20 8,000.00 25,000.00 164.45 195.29 59.09 259.08 194.15 21 06/01/00 27.82 shares ARK Fds Short Term Bond Portfolio - shares purchased 06/01/00 21.542 shares ARK Fds Intermediate Fixed Income Portfolio - shares purchased 06/02/00 535,000 U.S. Treasury Bill due 12/07/00 - purchased 06/02/00 $30,000 U.S. Treasury Notes 6.5$ due 5/31/02 - purchased 07/03/00 20.674 shares ARK Fds Intermediate Fixed Income Portfolio - shares purchased 07/03/00 3.99 shares ARK Fds Blue Chip Equity Portfolio - shares purchased 07/03/00 27.257 shares ARK Fds Short Term Bond Portfolio - shares purchased 08/01/00 27.942 shares ARK Fds Short Term Bond Portfolio - shares purchased 08/01/00 21.374 shares ARK Fds Intermediate Fixed Income Portfolio - shares purchased 08/10/00 221.769 shares ARK Fds International Equity Selection Instl - shares purchased 08/31/00 $10,000 U.S. Treasury Bill due 8/30/01 - purchased 09/01/00 28.585 shares ARK Fds Short Term Bond Portfolio - shares purchased 09/01/00 21.432 shares ARK Fds Intermediate Fixed Income Portfolio - shares purchased 09/19/00 325.633 shares ARK Fds Small-Cap Equity Portfolio - shares purchased 10/02/00 20.864 shares ARK Fds Intermediate Fixed Income Portfolio - shares purchased 22 268.18 201.63 33,908.82 29,925.00 195.78 93.92 264.39 271.88 202.89 2,674.53 9, 405.97 278.13 209.68 5, 999.91 200.09 s 10/02/00 3.364 shares ARK Fds Blue Chip Equity Portfolio - shares 77.44 purchased 10/03/00 27.773 shares ARK Fds Short Term Bond Portfolio - shares 271.90 purchased 11/O1/00 29.157 shares ARK Fds Short Term Bond Portfolio - shares 289.86 purchased ll/O1/00 21.886 shares ARK Fds Intermediate Fixed Income Portfolio - 209.67 shares purchased 12/01/00 29.465 shares ARK Fds Short Term Bond Portfolio - shares 289.35 purchased 12/01/00 21.003 shares ARK Fds Intermediate Fixed Income Portfolio - 202.89 shares purchased 12/08/00 1,330.91 shares ARK Fds Value Equity Portfolio - shares purchased 15,046.94 12/08/00 188.717 shares ARK Fds Capital Growth Portfolio - shares purchased 3,919.66 12/08/00 118.356 shares ARK Fds Blue Chip Equity Portfolio - shares 2,503.22 purchased 12/08/00 89.678 shares ARK Fds International Equity Selection Instl - 868.80 shares purchased 12/13/00 535,000 U.S Treasury Bill due 5/31/01 - purchased 34,096.20 01/02/01 30.993 shares ARK Fds Short Term Bond Portfolio - shares 306.03 purchased 01/02/01 1.787 shares ARK Fds Capital Growth Portfolio - shares purchased 36.69 01/02/01 6.645 shares ARK Fds International Equity Selection Instl - 67.65 shares purchased 01/02/01 3.385 shares ARK Fds Blue Chip Equity Portfolio - shares 70.81 purchased 23 01/02/01 21.359 shares ARK Fds Intermediate Fixed Income Portfolio - 209.10 shares purchased 09/06/01 $25,000 Federal Home Loan Mortgage 4.5$ due 8/15/04 - 24,969.50 purchased 11/08/01 407.498 shares ARK Fds Mid Cap Portfolio - shares purchased 5,000.00 11/08/01 1,456.311 shares ARK Fds Intermediate Fixed Income Portfolio - 15,000.00 shares purchased 11/08/01 570.951 shares ARK Fds Blue Chip Equity Portfolio - shares 10,000.00 purchased 01/11/02 993.583 shares ARK Fds Equity Income Portfolio - shares purchased 5.000.00 02/01/02 0.52 shares ARK Fds Equity Income Portfolio - share purchased 5.28 03/01/02 0.915 shares ARK Fds Equity Income Portfolio - share purchased 9.34 09/01/02 0.939 shares ARK Fds Equity Income Portfolio - share purchased 4.66 04/03/02 $25,000 Federal Home Loan Banks 4.125$ due 1/19/05 - 24.807.25 purchased 05/01/02 0.914 shares ARK Fds Equity Income Portfolio - share purchased 4.26 06/03/02 $50,000 U.S. Treasury Bill due 11/29/02 - purchased 49,540.07 06/03/02 0.896 shares ARK Fds Equity Income Portfolio - share purchased 9.11 06/21/02 $20,000 Federal Farm Credit Banks 3.15$ due 6/21/04 - 20,000.00 purchased 07/01/02 0.668 shares ARK Fds Equity Income Portfolio - share purchased 6.41 08/01/02 0.599 shares ARK Fds Equity Income Portfolio - share purchased 5'22 09/03/02 0.939 shares ARK Fds Equity Income Portfolio - share purchased 8.19 24 10/01/02 1.06 shares ARK Fds Equity Income Portfolio - shares purchased 10/01/02 0.268 shares ARK Fds Mid Cap Portfolio - share purchased 11/01/02 0.408 shares ARK Fds Equity Income Portfolio - share purchased 12/02/02 1.507 shares ARK Fds Equity Income Portfolio - shares purchased 12/10/02 $90,000 Federal Home Loan Banks 2.125$ due 12/15/09 - purchased 01/02/03 0.541 shares ARK Fds Equity Income Portfolio - share purchased 02/03/03 0.982 shares ARK Fds Equity Income Portfolio - share purchased 03/03/03 1.218 shares ARK Fds Equity Income Portfolio - shares purchased 09/01/03 0.063 shares ARK Fds Mid Cap Portfolio - share purchased 09/01/03 0.925 shares ARK Fds Equity Income Portfolio - share purchased 05/01/03 1.27 shares ARK Fds Equity Income Portfolio - shares purchased 06/02/03 0.934 shares ARK Fds Equity Income Portfolio - share purchased 07/01/03 0.738 shares ARK Fds Equity Income Portfolio - share purchased 08/01/03 0.923 shares ARK Fds Equity Income Portfolio - share purchased 09/30/03 0.971 shares MTB Equity Income Portfolio-Inst I Fund #93 - share purchased 10/31/03 0.955 shares MTB Equity Income Portfolio-Inst I Fund #93 - share purchased 11/28/03 0.896 shares MTB Equity Income Portfolio-Inst I Fund #43 - share purchased 8.33 2.60 3.29 12.72 39,944.90 4.39 7.71 9.23 0.60 6.99 10.34 8.06 6.41 3.68 8.65 8.67 8.17 25 12/31/03 01/30/09 02/27/04 04/05/09 04/3C/09 0.907 shares MTB Equity Income Portfolio-Inst I Fund #43 - 8 70 share purchased 0.623 shares MTB Equity Income Portfolio-Inst I Fund #43 - 6.15 share purchased 0.56 shares MTB Equity Income Portfolio-Inst I Fund #93 - 5.65 share purchased 0.373 shares MTB Equity Income Portfolio-Inst I Fund #43 - 3.60 share purchased 0.37 shares MTB Equity Income Portfolio-Inst I Fund #43 - 3.60 share purchased 26 CHANGES IN INVESTMENT HOLDINGS - PRINCIPAL Cost $100,000 Federal Home Loan P.ank Bonds 6.85$ due 10/10/2000 05/30/97 purchased 09/10/98 full call $10,000 U.S. Treasury Bill due 8/24/00 02/29/00 purchased 08/24/00 matured $10,000 U.S. Treasury Bill due 8/30/01 08/31/00 purchased 08/30/01 natured $20,000 Federal Farm Credit Banks 3.15 due 6/21/04 --------------------------------- 06/21/02 purchased $20,000 U.S. Treasury Bill due 5/25/00 02/25/00 05/25/00 Purchased matured 99,947.00 (99, 947.00) 0.00 9, 716.80 (9, 716.80) -------------- 0.00 9, 905.97 (9,405.97) 0.00 20,000.00 20,000.00 19,718.79 (19,718.74) 0.00 27 ~ _ _ __ _ $20,000 U.S. Treasury Bills due 08/07/97 05/08/97 purchased 08/07/97 matured $25,000 Federal Home Loan Banks 9.125 due 1/I4/05 ------------------------------- 04/03/02 purchased 525,000 Federal Home Loan Mortgage 4.5$ due 8/15/04 ---------------------------------- 09/06/O1 purchased $25,000 Federal National Mortgage Mtn 5.68$ due 3/25/04 --------------------------------- 04/22/99 purchased 03/25/02 full call 530,000 U.S. Treasury Notes 6.5$ due 5/31/02 06/02/00 purchased 05/31/02 accreted discount 05/31/02 matured 535,000 U.S. Treasury Bill due 12/07/00 06/02/00 purchased 12/07/00 matured 19,742.17 (19,742.17) -------------- 0.00 24,807.25 -------------- 29,807.25 24,969.50 29,969.50 24,937.50 (29,937.50) -------------- 0.00 29, 925.00 75.00 (30,000.00) 0.00 33,908.82 (33,908.82) C.00 28 $35,000 U.S Treasury Bill due 5/31/01 ----------------------------- 12/13/00 purchased 05/31/01 matured 34,046.20 (34,046.20) -------------- 0.00 $40,000 Federal Home Loan Banks 2.125 due 12/15/04 ------------------------------- 12/10/02 purchased 39,949.40 -------------- 39,944.90 $50,000 U.S. Treasury Bill due 11/29/02 ------------------------------ 06/03/02 purchased 11/29/02 matured 49,540.07 (49,540.07) 0.00 $50,000 U.S. Treasury Notes 6$ due 10/15/99 ---------------------------------- OS/30/97 purchased 10/15/99 99,671.88 accreted discount 328.12 10/15/99 matured (50,000.00) 0.00 $50,000 U.S. Treasury Notes 6.25$ due 05/31/2000 --------------------------------- 06/05/97 purchased 05/31/00 matured 49,921.88 (99,921.88) 0.00 29 ARK Fds Blue ------------- Chip Equity Portfolio ----- 11/16/98 --------- 1,160.766 ------- shares purchased 11/24/98 1,377.41 shares purchased 20,000.00 12/09/98 58.015 shares purchased 25,000.00 01/09/99 3.58 shares purchased 1,015.27 04/01/99 3.755 shares purchased 65.16 04/19/99 506.073 shares purchased 71.49 05/06/99 496.032 shares purchased 10,000.00 06/01/99 775.595 shares purchased 10,000.00 07/01/99 3.233 shares purchased 15,000.00 10/01/99 3.97 shares purchased 66.59 12/10/99 77.025 shares purchased 67.52 12/30/99 5.063 shares purchased 1,696.79 09/03/00 2.265 shares purchased 113.41 07/03/00 3.99 shares purchased 59.09 10/02/00 3.369 shares purchased 93.92 12/08/00 118.356 shares purchased 77.44 01/02/01 3.385 shares purchased 2,503.22 11/OS/O1 570.451 shares purchased 70.81 08/18/03 (5,171.828) shares delivered in merger due 10,000.00 (95,845.71) to conv ersion of MTB Large Cap Stock I nst I Fund #315 0 -------------- ______________ 0.00 ARK Fds Capital Growth Portfolio 09/19/99 271.15 shares purchased 05/06/99 266.951 shares purchased 5,000.00 12/13/99 45.09 shares purchased 5,000.00 02/25/00 1,374.166 shares purchased 1,001.89 02/28/00 118.953 shares purchased 35,000.00 12/08/00 188.717 shares purchased 3,000.00 01/02/01 1.787 shares purchased 3,919.66 08/22/03 (2,266.814) shares delivered in merger due 36.69 (52,958.29) to conv ersion of MTB Multi Capital Growth-Inst I Fund -------------- #930 0 -------------- ______________ 0.00 ARK Fds Equity Income Portfolio 01/11/02 993.583 shares purchased 02/01/02 0.52 share purchased 5,000.00 03/01/02 0.915 share purchased 5'28 04/01/02 0.439 share purchased 9.34 05/01/02 0.414 share purchased 9.66 06/03/02 0.896 share purchased 4'26 07/01/02 0.668 share purchased 9.11 08/01/02 0.599 share Purchased 6.41 09/03/02 0.939 share purchased 5 22 8.19 30 10/01/02 1.08 shares purchased 11/01/02 0.908 share purchased 12/02/02 1.507 shares purchased 01/02/03 0.541 share purchased 02/03/03 0.982 share purchased 03/03/03 1.218 shares purchased 04/01/03 0.925 share purchased 05/01/03 1.27 shares purchased 06/02/03 0.939 share purchased 07/01/03 0.738 share purchased 08/01/03 0.423 share purchased 08/22/03 (508.999) shares delivered in merger due to conversion of MTB Equity Income Portfolio-Inst I Fund #93 0 ARK Fds International Equity Selection Instl 02/25/00 1,322.751 shares purchased 02/29/00 118.89 shares purchased 08/10/00 221.769 shares purchased 12/08/00 89.678 shares purchased 01/02/01 6.645 shares purchased 11/06/01 (1,322.751) shares sold 08/18/03 (431.982} shares delivered in merger due to conversion of MTB International Equity-Inst I -------------- Fund #270 0 ARK Fds Intermediate Fixed Income Portfolio 11/16/98 2,460.63 shares purchased 12/01/98 5.63 shares purchased 12/09/98 12.052 shares purchased 01/04/99 11.131 shares purchased 02/01/99 11.057 shares purchased 03/01/99 10.309 shares purchased 04/01/99 11.196 shares purchased 05/03/99 10.94 shares purchased 06/01/99 11.293 shares purchased 07/01/99 11.106 shares purchased 08/02/99 11.635 shares purchased 09/01/99 11.7 shares purchased 10/01/99 11.455 shares purchased 10/19/99 2,601.457 shares purchased 11/01/99 17.278 shares purchased 12/01/99 23.508 shares purchased 8.33 3.29 12.72 4.39 7.71 9.23 6.99 10.34 8.06 6.41 3.68 (5,133.62) -------------- 0.00 20,000.00 1,800.00 2,679.53 668.80 67.65 (19,155.28) (6,255.70} -------------- 0.00 25,000.00 57.37 122.57 112.65 111.90 102.37 111.51 108.63 109.96 108.06 112.63 112.79 110.88 25,000.00 166.56 225.91 31 12/10/99 9.623 shares purchased 01/03/00 29.62 shares purchased 02/01/00 25.074 shares purchased 02/25/00 (1,052.632)shares sold 03/01/00 23.122 shares purchased 04/03/00 20.965 shares purchased 05/01/00 20.61 shares purchased 06/01/00 21.592 shares purchased 07/03/00 20.674 shares purchased 08/01/00 21.374 shares purchased 09/01/00 21.432 shares purchased 10/02/00 20.869 shares purchased 11/O1/00 21.886 shares purchased 12/01/00 21.003 shares purchased 01/02/01 21.359 shares purchased 11/08/01 1,456.311 shares purchased 08/15/03 (5,924.654) shares delivered in merger due to conversion of MTB Interme diate Term Bond-Inst I -------------- Fund #2 20 0 ARK Fds Small-Cap Equity Portfolio ---------------------------------- 02/25/00 1,324.503 shares purchased 02/29/00 162.92 shares purchased 09/14/00 325.633 shares purchased 12/14/00 (60.168)shares sold 06/22/03 (1,752.888)shares delivered in merger due to conversion of MTB Small Cap Growth-Inst I Fund #555 -------------- 0 ARK Fds Mid Cap Portfolio 11/08/01 407.498 shares purchased 10/01/02 0.268 share purchased 04/01/03 0.063 share purchased 08/22/03 (407.829)shares delivered in merger due to conversion of MTB Mid Cap Growth-Inst I Fund #401 -------------- 0 99.47 239.63 236.95 (10,391.60) 219.20 195.24 194.15 201.63 195.78 202.84 209.68 200.09 209.67 202.89 209.10 15,000.00 (59,033.51) -------------- 0.00 40,000.00 5,000.00 5,994.91 (1,692.31) (49,302.60) 0.00 5, 000.00 2.60 0.60 (5,003.20) -------------- 0.00 32 ARK Money Market Portfolio -------------------------- 08/15/03 delivered in merger due to conversion of MTB Money Market-Inst I Fund #920 ARK Fds Short -------------- Term Bond Portfolio --- 10/19/99 ---------- 2,545.825 ------ shares purchased 11/01/99 9.978 shares purchased 12/01/99 10.571 shares purchased 12/10/99 1.797 shares purchased 01/03/00 11.067 shares purchased 02/01/00 11.333 shares purchased 03/01/00 10.951 shares purchased 03/16/00 818.833 shares purchased 03/23/00 2,556.237 shares purchased 09/03/00 16.815 shares purchased 05/01/00 26.389 shares purchased 06/01/00 27.82 shares purchased 07/03/00 27.257 shares purchased 08/01/00 27.942 shares purchased 09/01/00 28.585 shares purchased 10/03/00 27.773 shares purchased 11/O1/00 29.157 shares purchased 12/01/00 29.465 shares purchased 01/02/01 30.993 shares purchased 06/25/02 (1,930.894) shares sold 08/22/03 {q,312,289) shares delivered in merger due to conv ersion of MTB Short Term Co rporation Bd-Inst -------------- I-#518 0 ARK Fds US Government Bond Portfolio 03/23/98 9,698 15 shares-received in exchange of 9,698.15 shares Marketvest Funds Inc. Intermediate US Government Bond Fund #593 02/25/00 (9,698.15)shares sold 0 (21,949.18) -------------- (21,999.18) 25,000.00 44.02 103.70 17.16 108.35 110.50 106.99 8, 000.00 25,000.00 169.45 254.08 268.18 269.39 271.88 278.13 271.90 289.86 289.35 306.03 (18,910.63) (42,233.34) -------------- 0.00 96,599.19 (96,599.14) 0.00 33 ARK Fds Value Equity Portfolio 03/30/98 9,804.219 shares received in exchange of 9,809. 219 shares Marketvest 11/16/98 Funds 916.661 shares Inc. Equity Fund #590 purchased 12/09/98 97.421 shares purchased 12/10/99 2,000.016 shares purchased 02/25/00 (2,931.611)shares sold 03/23/00 (1,711.157)shares sold 03/31/00 (244.584)shares sold 04/03/00 (68.966)shares sold 09/19/00 (142.45)shares sold 12/06/00 1,330.91 shares purchased 08/18/03 (9,049.959)shares delivered in merger due tc conversion of MTB Large Cap Stock Inst I Fund #315 -------------- 0 Common Stock Collective Investment Fund ---------------------------------- 06/29/95 1,955 shares inventoried 11/05/97 (1,955)units exchanged for 6,482.896 shares Marketvest Funds Inc. Equity Fund #590 -------------- 0 Fixed Income Collective Investment Fund ---------------------------------- 05/02/95 979 units purchased 06/02/95 955 units purchased 06/29/95 5,736 shares inventoried 09/01/96 (7,670)units sold 0 Limited Burdge Partnership #2 ----------------------------- 05/12/03 3,900 units inventoried 3, 900 34 82,574.48 5,720.76 1,372.66 25,990.22 (22,820.81) {16,059.31) {2,295.93) (647.25) (1, 336.90) 15,046.99 {87,495.35) 0.00 37,574.48 (37,574.48) 0.00 9, 992.36 9, 991 .23 60,066.30 (80,099.89) -------------- 0.00 126,000.00 -------------- 126,000.00 Marketvest Funds Inc. Equity Fund #590 09/11/97 1,824.818 shares purchased 10/01/97 709.723 shares purchased lI/05/97 6,482.896 shares received in exchange of 1, 955 units Common Stock Collective Investment Fund at 12/23/97 the rate of 331.605923 03/30/98 786.782 shares purchased (9,804.219} shares exchanged for 9,809.219 shares ARK Fds Value Equity -------------- Portfolio 0 Marketvest Funds Inc. Intermediate US Government Bond Fund #593 ---------------------------------- 04/O1/96 7,760.322 shares purchased 05/23/96 (100.908)shares sold 07/30/96 2,038.736 shares purchased 03/23/98 (9,698.15)shares exchanged for 9,698.15 shares ARK Fds US Government Bond Portfolio 0 MTB International Equity-Inst I Fund #270 08/18/03 399 2809 shares received in merger due to conversion of ARK Fds International Equity Selection Portfolio at the rate of 0.80855422 units for each unit held 349.2809 25,000.00 10,000.00 37,574.48 10,000.00 (82,574.98) 0.00 77,603.22 (1,009.08) 20,000.00 (96,599.14) 0.00 6,255.70 6,255.70 35 MTB Mid Cap Growth-Inst I Fund #901 ----------------------------------- 08/22/03 407.829 shares received in merger due to conversion of ARK Fds Mid Cap Portfolio at the rate of 1 unit for each unit held -------------- 907.829 MTB Multi Capital Growth-Inst I Fund #430 ------------------------------------ OS/22/03 2,266.814 shares received in merger due to conversion of ARK Fds Capital Growth Portfolio at the rate of 1 unit for each unit held 2,266.814 MTB Short Term Corporation Bd-Inst I-#518 ---------------------------------- OS/22/03 9,312.289 shares received in merger due to conversion of ARK Fds Short Term Bond Portfolio at the rate of 1 unit for each unit held 4,312.289 MTB Small Cap Growth-Inst I Fund #555 -------------------------------- 08/22/03 1,752.888 shares received in merger due to conversion of ARK Fds Small-Cap Equity Portfolio at the rate of 1 unit for each unit held 1,752.888 5,003.20 5,003.20 52,958.24 52,958.29 42,233.34 42,233.34 49,302.60 49,302.60 36 MTB Equity Income Portfolio-Inst I Fund #43 08/22/03 508.999 shares received in merger due to conversion of ARK Fds Equity Income Portfolio at the rate of 1 unit for each unit held 09/30/03 0.971 share purchased 10/31/03 0.955 share purchased 11/28/03 0.896 share purchased 12/31/03 0.907 share purchased 01/30/09 0.623 share purchased 02/27/09 0.56 share purchased 04/05/04 0.373 share purchased 04/30/04 0.37 share purchased 514.654 MTB Intermediate Term Bond-Inst I Fund #220 --------------------------------- 08/15/03 5,924.659 shares received in merger due to conversion of ARK Fds Intermediate Fixed Income Portfolio at the rate of 1 unit for each unit held 5,929.659 MTB Large Cap Stock Inst I Fund #315 ------------------------------------ 08/18/03 8,857.7251 shares received in merger due to conversion of ARK Fds Blue Chip Equity Portfolio at the rate of 1.71268798 units for each unit held 08/18/03 9,099.959 shares received in merger due to conversion of ARK Fds Value Equity Portfolio at the rate of 1 unit for each unit held 17,907.6891 5, 133.62 8.65 8.67 8.17 8.70 6.15 5.65 3.60 3.60 5,186.81 59,033.51 59,033.51 95,845.71 87,495.35 183,341.06 37 MTB Money Market-Inst I Funu #420 --------------------------------- 08/15/03 received in merger due to conversion of ARK Money Market 21,949.18 Portfolio at the rate of 1 unit for each unit held 21,949.18 38 RECEIPTS OF INCOME DIVIDENDS ARK Fds Blue Chip Equity Portfolio 01/04/99 09/01/99 07/01/99 10/01/99 12/30/99 04/03/00 07/03/00 10/02/00 01/02/01 09/02/01 07/02/01 10/O1/O1 01/02/0?_ 04/01/02 07/01/02 10/01/02 01/02/03 04/01/03 07/01/03 08/13/03 ARK Fds Capital Growth Portfolio -------------------------------- O1/02/O1 ARK Fds Equity Income Portfolio 02/01/02 03/01/02 09/01/02 05/01/02 06/03/02 07/01/02 08/Oi/02 09/03/02 10/01/02 11/01/02 12/02/02 01/02/03 02/03/03 03/03/03 04/01/03 65.16 71.49 66.59 67.52 113.91 54.09 93.92 77.49 70.81 85.59 40.03 63.04 90.34 37.65 64.96 84.96 96.09 146.22 96.87 102.56 5.28 9.34 4.66 4.26 9.11 6.91 5.22 8.19 8.33 3.29 12.72 4.39 7.71 9.23 6.99 1,590.29 36.69 39 05/01/03 06/02/03 07/01/03 08/01/03 ARK Fds International Equity Selection Instl ------------------------------------ O1/02/O1 01/02/02 Oi/02/03 08/13/03 ARK Fds Small-Cap Equity Portfolio ---------------------------------- O1/02/02 ARK Fds Mid Cap Portfolio ------------------------- 10/O1/02 04/01/03 ARK Fds Value Equity Portfolio ------------------------------ 07/O1/98 10/01/98 01/09/99 09/01/99 07/01/99 10/01/99 12/30/99 09/03/00 07/03/00 10/02/00 01/02/01 09/02/01 07/02/01 10/O1/O1 01/02/02 04/01/02 07/01/02 10/01/02 01/02/03 09/01/03 07/01/03 08/13/03 10.34 8.06 6.41 3.68 67.65 7.17 69.71 8.13 2.60 0.60 294.13 239.22 210.49 142.39 118.66 86.67 99,27 15.86 23.16 0.77 100.45 43.44 83.26 94.12 112.22 98.87 50.50 187.15 132,09 98.37 97.29 155.66 133.62 152.66 9.64 3.20 2,383.99 40 Common Stock Collective Investment Fund 07/05/95 08/02/95 09/05/95 10/03/95 11/02/95 12/04/95 01/03/96 02/02/96 03/04/96 04/01/96 05/02/96 06/03/96 07/01/96 08/01/96 09/04/96 10/01/96 11/05/96 12/03/96 01/06/97 02/09/97 03/09/97 04/03/97 05/05/97 06/04/97 07/03/97 08/06/97 09/04/97 10/03/97 11/04/97 Marketvest Funds Inc. Equity Fund #590 10/01/97 10/31/97 12/01/97 12/31/97 02/03/98 02/28/98 03/27/98 MTB International Equity-Inst I Fund #270 --------------- -------- 12/31/03 154.99 73.97 159.93 131.72 103.24 182.92 119.71 109.69 166.00 116.41 81.55 77.80 85.27 83.38 81.55 80.92 83.93 80.93 86.12 75.97 78.50 81.04 85.48 89.96 90.52 91.83 95.73 67.66 77.39 19.16 30.41 110.01 117.65 98.09 117.65 121.57 2,893.61 614.49 43.66 41 MTB Equity Income Portfolio-Inst I Fund #43 --------------------------------------- 09/30/03 10/31/03 8.65 11/28/03 8.67 12/31/03 8'17 01/30/04 8.70 02/27/04 6.15 04/05/04 5.65 09/30/04 3.60 3.60 MTB Large Cap Stock Inst I Fund #315 ------------------ 09/30/03 53.19 12/31/03 71.63 04/05/04 89.54 --- 71.63 ----------- 232.80 TOTAL DIVIDEND INCOME ------- ........ 8,097 79 INTEREST 5100,000 Federal Home Loan Bank Bonds 6.85$ due 10/10/2000 --------- ------------ 10/10/97 ------ ---------- 04/10/98 2,473.61 3,425.00 510,000 U.S. Treasury ------------------- Bill due 8/24/00 5,898.61 -- 08/24/00 ------ ----------- 283.20 $10,000 U.S. Treasury ------------------- Bill due 8/30/01 --- 08/30/O1 ----- ----------- 594.03 520,000 Federal Farm Credit Banks 3.15 due 6/21/04 ---- ----------------- 12/23/02 ----- ------------ 06/23/03 315.00 12/22/03 315.00 315.00 520,000 U.S. Treasury -------------------- Bill due 5/25/00 995.00 -- 05/25/00 ------ ---------- 281.26 42 $20,000 U.S. Treasury Bills due 08/07/97 ------------------------------- 08/07/97 $25,000 Federal Home Loan Banks 4.125$ due 1/14/05 ------------------------------------- 07/I5/02 01/14/03 07/19/03 01/14/04 $25,000 Federal Home Loan Mortgage 9.5$ due 8/15/09 ----------------------- 08/15/02 02/18/03 08/15/03 02/17/09 $25,000 Federal National Mortgage Mtn 5.68 due 3/25/04 ------------------------------------- 09/27/99 03/27/00 09/25/00 03/26/01 09/25/01 03/25/02 530,000 U.S. Treasury Notes 6.5~ due 5/31/02 ----------------------------------- 11/30/00 05/31/01 11/30/01 05/31/02 $35,000 U.S. Treasury Bill due 12/07/00 -------------------------- 12/07/00 $35,000 U.S Treasury Bill due 5/31/01 ----------------------- 05/31/01 289.33 515.63 515.63 515.63 -------------- 562.50 562.50 562.50 562.50 603.50 710.00 710.00 710.00 710.00 710.00 969.39 975.00 975.00 975.00 257.83 1,836.22 2,250.00 4, 153.50 3,889.34 1,091.18 953.80 43 $40,000 Federal Home Loan Banks 2.125 due 12/15/09 -------------------------------------- 06/16/03 12/15/03 $50,000 Federal Home Loan Mortgage 9.5$ due 3/28/05 --------------------------------------- 02/15/02 $50,000 U.S. Treasury Bill due 11/29/02 --------------------------------------- 11/29/02 $50,000 U.S. Treasury Notes 6$ due 10/15/99 ----------------- 10/15/97 09/15/98 10/15/98 04/15/99 10/15/99 $50,000 U.S. Treasury Notes 6.25 due 05/31/2000 ------------------------------------- 12/O1/97 05/31/98 11/30/98 05/31/99 11/30/99 05/31/00 ARK Fds Intermediate Fixed Income Portfolio --------------------------------- 12/O1/98 01/04/99 02/01/99 03/01/99 09/01/99 05/03/99 06/01/99 07/01/99 08/02/99 09/01/99 10/01/99 11/01/99 12/01/99 01/03/00 936.81 425.00 1,131.15 1,500.00 1,500.00 1,500.00 1, 500.00 1, 519.81 1,562.50 1,562.50 1,562.50 1,562.50 1,562.50 57.37 112.65 111.90 102.37 111.51 108.63 109.96 108.06 112.63 112.79 110.88 166.56 225.91. 239.63 861.81 996.87 459.93 7, 131.15 9, 332.31 44 02/01/00 03/01/00 236.95 09/03/00 219.20 05/01/00 195.24 06/01/00 194.15 07/03/00 201.63 08/01/00 195.78 09/01/00 202.84 10/02/00 209.68 11/O1/00 200.09 12/01/00 209.67 01/02/01 202.89 02/01/01 209.10 03/01/01 209.50 09/02/01 193.11 05/01/01 208.24 06/01/01 203.48 07/02/01 209.69 08/01/01 199.72 09/09/01 201.92 10/O1/Ol 197.93 11/O1/O1 192.91 12/03/01 198.29 01/02/02 229.44 0?_/0~/02 250.08 03/01/02 247.77 04/01/02 224.15 05/01/02 229.66 06/03/02 232.63 07/01/02 243.02 08/01/02 235.47 09/03/02 217.08 10/01/02 210.69 11/01/02 204.08 12/02/02 221.06 01/02/03 196.95 02/03/03 201.95 03/03/03 198.31 04/01/03 164.54 05/01/03 214.69 06/02/03 209.47 07/01/03 197.19 08/01/03 172.59 09/04/03 167.01 91.31 ARK Money Market Portfolio -------------------------- 07/Ol/98 08/03/98 36.33 09/01/98 594.99 10/01/98 550.75 11/02/98 529.20 12/01/98 531.25 01/09/99 393.85 02/01/99 283.65 03/01/99 300.27 216.55 10,826.97 45 09/01/99 05/03/99 06/01/99 07/01/99 08/02/99 09/01/99 10/01/99 11/01/99 12/01/99 01/03/00 02/01/00 03/01/00 04/03/00 OS/O1/00 06/01/00 07/03/00 08/01/00 09/01/00 10/02/00 11/O1/00 12/01/00 01/02/01 02/01/01 03/01/01 04/02/01 05/01/01 06/01/01 07/02/01 08/01/01 09/09/01 10/O1/O1 11/O1/O1 12/03/01 01/02/02 02/01/02 03/01/02 09/01/02 05/01/02 06/03/02 07/01/02 08/01/02 09/03/02 10/01/02 11/01/02 12/02/02 01/02/03 02/03/03 03/03/03 04/01/03 05/01/03 06/02/03 07/01/03 OB/01/03 08/27/03 274.72 263.21 129.54 70.29 75.32 71.75 68.56 103.53 77.19 78.41 63.47 96.38 60.73 55.18 85.64 95.97 79.38 91.61 72.98 65.78 57.09 100.29 60.69 86.04 92.99 83.00 81.92 187.80 179.51 164.54 112.09 82.73 42.25 36.93 32.10 21.01 31.72 32.83 39.95 13.62 5.37 5.23 4.96 4.75 6.98 25.68 20.77 18.79 20.70 19. 9B 20.88 18.85 17.99 7.92 7, 104.13 46 ARK Fds Short Term Bond Portfolio ----------------- ---------------- 11/O1/99 12/01/99 44.02 01/03/00 103.70 02/01/00 108.35 03/01/00 110.50 04/03/00 106.99 05/01/00 169.45 06/01/00 254.08 07/03/00 268.18 08/01/00 264.39 09/01/00 271.88 10/03/00 278.13 11/O1/00 271.90 12/01/00 284.86 01/02/01 289.35 02/01/01 306.03 03/01/01 303.97 C4/02/O1 276,15 05/01/01 297.35 06/01/01 276.11 07/02/01 282.80 08/01/01 269.00 09/04/01 267.76 10/O1/O1 259.77 li/O1/O1 253.85 12/03/01 251.32 01/02/02 228.48 02/01/02 226.35 03/01/02 209.14 04/01/02 176.00 05/01/02 197.78 06/03/02 205.26 07/01/02 216.15 08/01/02 198.06 09/03/02 130.28 10/01/02 131.80 11/01/02 121.39 12/02/02 125.78 01/02/03 115.98 02/03/03 118.00 03/03/03 117,17 04/01/03 100.09 05/01/03 119.38 06/02/03 115.56 07/01/03 114.55 08/01/03 96.39 09/03/03 93.58 72.92 9, 094.98 47 w s ARK Fds US Government Bond Portfolio 04/06/98 05/09/98 06/01/98 07/01/98 06/03/98 09/01/98 10/01/98 11/02/98 12/01/98 01/04/99 02/01/99 03/01/99 04/01/99 05/03/99 06/01/99 07/01/99 08/02/99 09/01/99 10/01/99 11/01/99 12/01/99 01/03/00 02/01/00 03/01/00 Capital Reserve Account 03/01/95 09/03/95 05/01/95 06/01/95 07/03/95 08/01/95 09/01/95 10/02/95 11/01/95 12/01/95 01/02/96 02/01/96 03/01/96 04/01/96 05/01/96 06/03/96 07/01/96 08/01/96 09/03/96 10/02/96 11/05/96 12/09/96 01/06/97 02/03/97 03/09/97 09/03/97 05/05/97 140.94 970.36 983.26 968.73 980.70 431.91 915.28 427.55 420.68 934.99 926.59 391.12 436.90 415.22 400.79 396.51 919.07 413.84 399.41 417.34 411.94 413.77 418.84 335.64 -------------- 61.73 93.35 85.05 55.98 6.25 0.87 1.05 2.90 5.12 7.06 8.98 12.41 12.98 13.63 14.79 16.46 17.82 75.61 22.12 22.34 22.70 23.05 27.16 26.77 23.92. 26.89 28.05 9,869.88 48 r 06/05/97 07/03/97 226.56 08/01/97 180.21 09/03/97 156.32 10/02/97 213.06 11/03/97 189.35 12/02/97 112.06 12/31/97 108.77 02/02/98 195.26 03/02/98 89.07 04/02/98 80.62 05/01/98 92,25 06/01/98 332.65 07/01/98 507.31 963.78 Fixed Income Collective Investment Fund ----- -------------------- 06/02/95 07/05/95 59.57 08/02/95 947.97 09/05/95 456.80 10/03/95 453.50 11/02/95 935.35 12/09/95 444.99 01/03/96 936.82 02/02/96 448.96 03/09/96 998.79 04/01/96 929.15 964.58 Marketvest Funds Inc. Intermediate US Government Bond Fund #593 ---------- ----------------------- 05/02/96 06/03/96 374.74 07/03/96 387.39 08/01/96 383.87 09/03/96 405.58 10/01/96 504.03 11/01/96 999.73 12/02/96 535.66 01/02/97 529,84 02/06/97 570.63 03/05/97 576.09 09/04/97 525.58 05/06/97 591.97 06/05/97 566.85 07/03/97 581.79 08/04/97 569.26 09/03/97 587.15 10/03/97 569.41 11/05/97 553.59 12/02/97 514.95 506.89 3,610.76 4,526.48 49 r w 12/31/97 02/03/98 03/03/98 03/20/98 MTB Short Term Corporation Bd-Inst I-#518 ---------------------------------- 09/03/03 10/01/03 11/03/03 12/01/03 01/02/09 02/02/04 03/01/04 04/01/04 05/03/09 MTB Intermediate Term Bond-Inst I Fund #220 ------------------ 09/04/03 10/01/03 11/05/03 12/01/03 01/02/04 02/02/04 03/01/09 09/01/04 05/03/04 523.99 508.15 965.39 356.41 21.63 104.55 89.60 76.98 71.38 71.94 75.98 71.71 74.87 -------------- 108.09 206.79 219.75 218.35 239.87 298.40 241.76 235.41 234.26 -------------- 12,178.39 658.14 1, 942.63 10/01/03 10.02 11/05/03 15.70 12/01/03 16.15 01/02/09 16.30 02/02/04 17.12 03/01/04 16.92 09/01/09 15.34 05/03/09 16.59 15.27 139.91 -------------- TOTAL INTEREST INCOME ..................... 100,667.76 MTB Money Market-Inst I Fund #920 --------------------------------- 09/02/03 $~ OTHER INCOME Capital Blue --------- Cross --- 02/07/01 ------ Medical Insurance Reimbursement 649.97 02/09/01 Medical Insurance Reimbursement 600.03 02/21/02 Medical Insurance Reimbursement 1,250.00 10/16/02 Medical Insurance Reimbursement 1,250.00 Internal Revenue Service ----------- 3,750.00 -- 07/O1/96 ----------- 1995 Fiduciary Income Tax Refund 16.02 MTB Intermedi ate Term Bond-Inst I Fund #220 11/21/03 Short Term Capital Gains Distribution 72.87 Received from Allfirst Bank Checking Account #10012931 ------- ----- 03/29/03 ----------------------- 325.00 Transfer from -------------- Principal - 03/30/00 -------- 79.00 TOTAL OTHER INCOME. ... -- .... ................ 4,242.89 TOTAL RECEIPTS OF INCOME .. ................ 113,008.49 51 DISBURSEMENTS OF INCOME 03/07/95 09/05/95 05/05/95 06/06/95 07/05/95 08/07/95 09/06/95 10/09/95 11/07/95 12/06/95 01/08/96 02/07/96 02/08/96 03/06/96 03/25/96 03/25/96 04/08/96 04/11/96 Dauphin Deposit Bank and Trust Company - Trustee's Fee Dauphin Deposit Bank and Trust Company - Trustee's Fee Dauphin Deposit Bank and Trust Company - Trustee's Fee Dauphin Deposit Bank and Trust Company - Trustee's Fee Dauphin Deposit Bank and Trust Company - Trustee's Fee Dauphin Deposit Bank and Trust Company - Trustee's Fee Dauphin Deposit Bank and Trust Company - Trustee's Fee Dauphin Deposit Bank and Trust Company - Trustee's Fee Dauphin Deposit Bank and Trust Company - Trustee's Fee Dauphin Deposit Bank and Trust Company - Trustee's Fee Dauphin Deposit Bank and Trust Company - Trustee's Fee Dauphin Deposit Bank and Trust Company - Trustee's Fee Dauphin Deposit Bank and Trust Company - Trustee's Fee Dauphin Deposit Bank and Trust Company - Trustee's Fee Internal Revenue Service - 1995 Fiduciary Income Tax PA Department of Revenue - 1995 Fiduciary Income Tax Dauphin Deposit Bank and Trust Company - Trustee's Fee Internal Revenue Service - 1996 1st Quarter Estimated Fiduciary Income Tax 8.01 9.21 8.92 10.12 60.96 58.33 61.34 60.12 59.92 63.01 61.53 21.40 40.43 62.99 777.00 31.00 62.06 199.00 52 09/15/96 PA Department of Revenue - 1996 1st Quarter Estimated 8.00 Fiduciary Income Tax 05/07/96 Dauphin Deposit Bank and Trust Company - Trustee's Fee 23 77 06/06/96 Dauphin Deposit Bank and Trust Company - Trustee's Fee 23.89 06/10/96 Internal Revenue Service - 1996 2nd Quarter Estimated 194.00 Fiduciary Income Tax 06/10/96 PA Department of Revenue - 1996 2nd Quarter Estimated 8.00 Fiduciary Income Tax 07/08/96 Dauphin Deposit Bank and Trust Company - Trustee's Fee 24.04 08/06/96 Dauphin Deposit Bank and Trust Company - Trustee's Fee 27.06 09/04/96 Capital Blue Cross - Insurance Premium for Jeffrey 352.65 D. Burdge 09/06/96 Dauphin Deposit Bank and Trust Company - Trustee's Fee 27.07 09/09/96 PA Department of Revenue - 1996 3rd Quarter Estimated 7.00 Fiduciary Income Tax 09/12/96 Internal Revenue Service - 1996 3rd Quarter Estimated 194.00 Fiduciary Income Tax 10/07/96 Dauphin Deposit Bank and Trust Company - Trustee's Fee 27.48 10/08/96 Capital Blue Cross - Insurance Premium Security 65 352.65 Plan H for Jeffrey D. Burdge 11/06/96 Dauphin Deposit Bank and Trust Company - Trustee's Fee 27.65 12/06/96 Dauphin Deposit Bank and Trust Company - Trustee's Fee 28.38 12/27/96 PA Department of Revenue - 1996 9th Quarter Estimated 8.00 Fiduciary Income Tax 53 12/30/96 Internal Revenue Service - 1996 4th Quarter Estimated 194.00 Fiduciary Income Tax 01/07/97 Dauphin Deposit Bank and Trust Company - Trustee's Fee 28 12 01/10/97 Capital Blue Cross - Insurance Premium Security 65 357.45 Plan H for Jeffrey D. Burdge 02/06/97 Dauphin Deposit Bank and 28 24 Trust Company - Trustee's Fee 03/06/97 Dauphin Deposit Bank and 28 22 Trust Company - Trustee's Fee 04/08/97 Capital Blue Cross - Insurance Premium Security 65 357.45 Plan H for Jeffrey D. Burdge 04/08/97 Dauphin Deposit Bank and 27 90 Trust Company - Trustee's Fee 05/06/97 Dauphin Deposit Bank and 31.95 Trust Company - Trustee's Fee 06/06/97 Dauphin Deposit Bank and 70.76 Trust Company - Trustee's Fee 07/08/97 Dauphin Deposit Bank and 71.06 Trust Company - Trustee's Fee 07/09/97 Capital Blue Cross - Insurance Premium Security 65 357.95 Plan H for Jeffrey D. Burdge 08/06/97 Dauphin Deposit Bank and 71 62 Trust Company - Trustee's Fee . 09/08/97 Dauphin Deposit Bank and 73 41 Trust Company - Trustee's Fee . 10/07/97 Capital Blue Cross - Insurance Premium Security 65 357.45 Plan H for Jeffrey D. Burdge 10/07/97 Dauphin Deposit Bank and Trust Company - Trustee's Fee 73.59 11/06/97 Dauphin Deposit Bank and Trust Company - Trustee's Fee 73 79 12/08/97 Dauphin Deposit Bank and Trust Company - Trustee's Fee 74.10 54 12/31/97 01/13/98 02/05/98 03/05/98 04/06/98 04/07/98 04/08/98 04/13/98 05/05/98 06/05/98 06/11/98 07/06/98 07/06/98 08/05/98 09/08/98 10/05/98 10/13/98 Dauphin Deposit Bank and Trust Company - Trustee's Fee Capital Blue Cross - Insurance Premium Security 65 Plan H for Jeffrey D. Burdge Dauphin Deposit Bank and Trust Company - Trustee's Fee Dauphin Deposit Bank and Trust Company - Trustee's Fee Dauphin Deposit Bank and Trust Company - Trustee's Fee Capital Blue Cross - Insurance Premium Security 65 Plan H for Jeffrey D. Burdge PA Department of Revenue - 1997 Fiduciary Income Tax - Balance due PA Department of Revenue - 1998 1st Quarter Estimated Fiduciary Income Tax Dauphin Deposit Bank and Trust Company - Trustee's Fee Dauphin Deposit Bank and Trust Company - Trustee's Fee PA Department of Revenue - 1998 2nd Quarter Estimated Fiduciary Income Tax Capital Blue Cross - Insurance Premium Security 65 Plan H for Jeffrey D. Burdge Dauphin Deposit Bank and Trust Company - Trustee's Fee Dauphin Deposit Bank and Trust Company - Trustee's Fee Dauphin Deposit Bank and Trust Company - Trustee's Fee Dauphin Deposit Bank and Trust Company - Trustee's Fee Capital Blue Cross - Insurance Premium Security 65 Plan H for Jeffrey D. Burdge 62.51 411.90 85.96 77.97 112.97 911.90 377.00 99.00 85.43 86.49 94.00 411.90 73.96 73.23 72.49 72.72 911.90 55 11/05/96 Dauphin Deposit Bank and 73 79 Trust Company - Trustee's Fee 12/07/98 Dauphin Deposit Bank and 73.43 Trust Company - Trustee's Fee 01/05/99 Dauphin Deposit Bank and 77.61 Trust Company - Trustee's Fee 01/11/99 Capital Blue Cross - 430.05 Insurance Premium Security 65 Plan H for Jeffrey D. Burdge 02/10/99 Dauphin Deposit Bank and 74.57 Trust Company - Trustee's Fee 03/05/99 Dauphin Deposit Bank and 74.54 Trust Company - Trustee's Fee 04/05/99 Dauphin Deposit Bank and 79.03 Trust Company - Trustee's Fee 04/12/99 Capital Blue Cross - 430.05 Insurance Premium Security 65 Plan H for Jeffrey D. Burdge 05/05/99 Dauphin Deposit Bank and 80.19 Trust Company - Trustee's Fee 06/07/99 Dauphin Deposit Bank and 77 99 Trust Company - Trustee's Fee 07/06/99 Allfirst Trust Company of PA, 78.26 NA - Trustee Fee 07/14/99 Capital Blue Cross - 930.05 Insurance Premium Security 65 Plan H for Jeffrey D. Burdge 08/05/99 Allfirst Trust Company of PA, 77.50 NA - Trustee Fee 08/18/99 Sarah M. Lynch, DMD - Dental 638.00 Expense for Jeffrey D. Burdge 09/07/99 Allfirst Trust Company of PA, 78 06 NA - Trustee Fee . 09/23/99 Sarah M. Lynch, DMD - Dental 197.00 Expense for Jeffrey D. Burdge 10/04/99 Keystone Service Systems, 225 05 Inc. - Miscellaneous Expense . for Jeffrey D. Burdge 56 10/05/99 Allfirst Trust Company of PA, 77.01 NA - Trustee Fee 10/08/99 Capital Blue Cross - 930.05 Insurance Premium Security 65 Plan H for Jeffrey D. Burdge 10/12/99 Sarah M. Lynch, DMD - Dental 79.00 Expense for Jeffrey D. Burdge 11/05/99 Allfirst Trust Company of PA, 76.91 NA - Trustee Fee 12/06/99 Allfirst Trust Company of PA, 78.94 NA - Trustee Fee 01/05/00 Allfirst Trust Company of PA, 71.66 NA - Trustee Fee 01/06/00 Capital Blue Cross - 459.00 Insurance Premium Security 65 Plan H for Jeffrey D. Burdge 01/07/00 Keystone Service Systems, 225.05 Inc. - Miscellaneous Expense 02/01/00 Sarah M. Lynch, DMD - Dental 47.00 Expense for Jeffrey D. Burdge 02/07/00 Allfirst Trust Company of PA, 72.65 NA - Trustee Fee 02/19/00 Keystone Service Systems, 230.90 Inc. - Miscellaneous Expense for Jeffrey D. Burdge 02/28/00 Premier Eye Care Group, Inc. 73.83 - Eye Exam for Jeffrey D. Burdge 03/06/00 Allfirst Trust Company of PA, 78.52 NA - Trustee Fee 03/07/00 Keystone Service Systems, 230.90 Inc. - Miscellaneous Expense for Jeffrey D. Burdge 03/07/00 Medi-Claim - Medical Expense 140 00 for Jeffrey D. Burdge . 04/05/00 Allfirst Trust Company of PA, 82 32 NA - Trustee Fee 04/06/00 Keystone Service Systems, 230 40 Inc. - Miscellaneous Expense . for Jeffrey D. Burdge 57 04/06/00 Storage Depot West, Inc. - 84.80 Storage Rental for Jeffrey D. Burdge 04/07/00 Capital Blue Cross - 459.00 Insurance Premium Security 65 Plan H for Jeffrey D. Burdge 04/12/00 Capital Tax Collection Bureau 56.00 - 1999 Local Income Tax for Jeffrey D. Burdge 09/12/00 Internal Revenue Service - 410.00 2000 1st Quarter Estimated Personal Income Tax - for Jeffrey D. Burdge 09/12/00 Internal Revenue Service - 1,702.00 1999 Personal Income Tax - Balance due for Jeffrey D. Burdge 04/12/00 PA Department of Revenue - 90.00 2000 1st Quarter Estimated Personal Income Tax - For Jeffrey D. Burdge 04/12/00 PA Department of Revenue - 325.00 1999 Personal Income Tax - Balance due for Jeffrey D. Burdge 05/11/00 Storage Depot West, Inc. - 87.gg Storage Rental for Jeffrey D. Burdge 05/16/00 Apria Healthcare, Inc. - 93.65 Medical Expense for Jeffrey D. Burdge 06/01/00 Sarah M. Lynch, DMD - Dental 71.00 Expense for Jeffrey D. Burdge 06/09/00 Internal Revenue Service - 410.00 2000 2nd Quarter Estimated Personal Income Tax - For Jeffrey D. Burdge 06/09/00 PA Department of Revenue - 90.00 2000 2nd Quarter Estimated Personal Income Tax - For Jeffrey D. Burdge 06/13/00 Storage Depot West, Inc. - 87 98 Storage Rental for Jeffrey D. Burdge 58 07/05/00 Allfirst Trust Company of PA, 243 39 NA - Trustee Fee . 07/07/00 Capital Blue Cross - Insurance Premium Security 65 459.00 Plan H for Jeffrey D. Burdge 07/13/00 Storage Depot West, Inc. - 87 98 Storage Rental for Jeffrey D. Burdge 07/18/00 Pinnacle Health - Medical Expense for Jeffrey D. Burdge 66.00 08/11/00 Storage Depot West, Inc. - 87 98 Storage Rental for Jeffrey D. . Burdge 08/28/00 Sarah M. Lynch, DMD - Dental 79.00 Expense for Jeffrey D. Burdge 09/11/00 Internal Revenue Service - 2000 3rd Quarter Estimated 410.00 Personal Income Tax - For Jeffrey D. Burdge 09/11/00 PA Department of Revenue - 90 00 2000 3rd Quarter Estimated . Personal Income Tax - For Jeffrey D. Burdge 09/12/00 Storage Depot West, Inc. - 87 98 Storage Rental for Jeffrey D, Burdge 09/14/00 Internal Revenue Service - 2000 3rd Quarter Estimated 336.00 Personal Income Tax - For Jeffrey D. Burdge 09/14/00 PA Department of Revenue - 2000 3rd Quarter Estimated 15.00 Personal Income Tax - For Jeffrey D. Burdge 10/05/00 Allfirst Trust Company of PA , NA - Trustee Fee 239.77 10/10/00 Capital Blue Cross - Insurance Premium Security 65 459.00 Plan H for Jeffrey D. Burdge 10/11/00 Storage Depot West, Inc - . Storage Rental for Jeffrey D. 87.96 Burdge 59 11/13/00 Storage Depot West, Inc. - 87,gg Storage Rental for Jeffrey D. Burdge 12/11/00 Internal Revenue Service - 910.00 2000 9th Quarter Estimated Personal Income Tax - For Jeffrey D. Burdge 12/11/00 PA Department of Revenue - 90.00 2000 9th Quarter Estimated Fiduciary Income Tax - For Jeffrey D. Burdge 12/12/00 Storage Depot West, Inc. - 87,gg Storage Rental for Jeffrey D. Burdge 12/29/00 PA Department of Revenue - 15.00 2000 4th Quarter Estimated Fiduciary Income Tax - For Jeffrey D. Burdge 01/03/01 Transfer to Principal 2,90 01/05/01 Allfirst Trust Company of PA, 236.64 NA - Trustee Fee O1/OS/O1 Capital Blue Cross - 975.35 Insurance Premium Security 65 Plan H for Jeffrey D. Burdge 01/12/01 Storage Depot West, Inc. - 87,gg Storage Rental for Jeffrey D. Burdge 02/07/01 Medi-Claim - Medical Expense 140.00 for Jeffrey D. Burdge 02/13/01 Storage Depot West, Inc. - 87.98 Storage Rental for Jeffrey D. Burdge 03/13/01 Storage Depot West, Inc. - B7,96 Storage Rental for Jeffrey D. Burdge 04/05/01 Allfirst Trust Company of PA, 228.69 NA - Trustee Fee 04/06/01 Capital Tax Collection Bureau 94.23 - 2000 Local Income Tax for Jeffrey D. Burdge 60 09/06/01 Internal Revenue Service - 2000 Personal Income Tax - 299.00 Balance due for Jeffrey D. Burdge 04/06/01 PA Department of Revenue - 2000 Personal Income Tax - 104.00 Balance due for Jeffrey D. Burdge 09/09/01 Internal Revenue Service - 2001 1st Quarter Estimated 490.00 Personal Income Tax - For Jeffrey Burdge 04/09/01 PA Department of Revenue - 2001 1st Quarter Estimated 120.00 Personal Income Tax - For Jeffrey D. Burdge 09/10/01 Capital Blue Cross - Insurance Premium Security 65 475.35 Plan H for Jeffrey D. Burdge 04/12/01 Storage Depot West, Inc - . Storage Rental for Jeffrey D. 87.98 Burdge 09/30/01 Sarah M. Lynch, DMD - Dental 159 00 Expense for Jeffrey D. Burdge . 05/11/01 Storage Depot West, Inc - . Storage Rental for Jeffrey D. 87.98 Burdge 05/15/01 Sarah M. Lynch, DMD - Dental Expense for Jeffrey D. Burdge 71.00 05/22/01 Beard Miller Company LLP - 2000 Individual Income Tax 350.00 Preparation Fee for Jeffrey D. Burdge 05/23/01 Pinnacle Health - Medical Expense for Jeffrey D. Burdge 86.03 06/11/01 Internal Revenue Service - 2001 2nd Quarter Estimated 490.00 Personal Income Tax - For Jeffrey D. Burdge 06/11/01 PA Department of Revenue - 2001 2nd Quarter Estimated 120.00 Personal Income Tax - For Jeffrey D. Burdge 61 06/12/01 Storage Depot West, Inc. - 87 98 Storage Rental for Jeffrey D. Burdge 07/05/01 Allfirst Trust Company of PA, 239.24 NA - Trustee Fee 07/09/01 Capital Blue Cross - 475.35 Insurance Premium Security 65 Plan H for Jeffrey D. Burdge 07/12/01 Sarah M. Lynch, DMD - Dental 214.00 Expense for Jeffrey D. Burdge 07/12/01 Storage Depot West, Inc. - 87 96 Storage Rental for Jeffrey D. Burdge 08/14/01 Storage Depot West, Inc. - 87.98 Storage Rental for Jeffrey D. Burdge 08/15/01 Pinnacle Health - Medical 13.97 Expense for Jeffrey D. Burdge 09/09/01 Pennsylvania Power and Light 41.59 Company - Utility Expense for Jeffrey D. Burdge 09/07/01 Sarah M. Lynch, DMD - Dental 59.00 Expense for Jeffrey D. Burdge 09/10/01 Internal Revenue Service - 490.00 2001 3rd Quarter Estimated Personal Income Tax - For Jeffrey D. Burdge 09/10/01 PA Department of Revenue - 120 00 2001 3rd Quarter Estimated . Personal Income Tax - For Jeffrey D. Burdge 09/27/01 Pennsylvania Power and Light 63.39 Company - Utility Expense for Jeffrey D. Burdge 09/28/01 Verizon - Utility Expense for 70 90 Jeffrey D. Burdge . 10/05/01 Allfirst Trust Company of PA, 223 97 NA - Trustee Fee 10/09/01 Capital Blue Cross - 975 35 Insurance Premium Security 65 . Plan H for Jeffrey D. Burdge 62 10/29/01 Verizon - Utility Expense for Jeffrey D. Burdge 15.39 10/31/01 Pennsylvania Power and Light Company - Utility Expense for 44.73 Jeffrey D. Burdge 11/30/01 Pennsylvania Power and Light Company - Utility Expense for 86.36 Jeffrey D. Burdge 12/03/01 Verizon - Utility Expense for 15 40 Jeffrey D. Burdge . 12/07/01 Mulberry Street Apartment - Security Deposit for Jeffrey 500.00 D. Burdge 12/10/01 Internal Revenue Service - 2001 9th Quarter Estimated 490.00 Personal Income Tax - For Jeffrey D. Burdge i2/10/O1 PA Department of Revenue - 2001 4th Quarter Estimated 120.00 Personal Income Tax - For Jeffrey D. Burdge 12/11/01 Jeffrey David Burdge - Christmas Funds 300.00 12/11/01 Pinnacle Health - Medical Expense for Jeffrey D. Burdge 11.80 12/11/01 Sarah M. Lynch, DMD - Dental Expense for Jeffrey D. Burdge 91.00 12/31/01 Allfirst Trust Company of PA , NA - Commission 62.50 12/31/01 Pennsylvania Power and Light Company - Utility Expense for 86.17 Jeffrey D. Burdge 01/04/02 Verizon - Utility Expense for Jeffrey D. Burdge 15.40 01/07/02 Allfirst Trust Company of PA , NA - Trustee Fee 229'54 01/11/02 Capital Blue Cross - Insurance Premium Security 65 501.15 Plan H for Jeffrey D. Burdge 01/31/02 Pennsylvania Power and Light Company - Utility Expense for 211.83 Jeffrey D. Burdge 63 01/31/02 02/04/02 02/08/02 03/01/02 03/05/02 03/19/02 03/29/02 03/29/02 04/02/02 04/05/02 09/08/02 05/01/02 05/01/02 05/06/02 05/08/02 05/09/02 05/31/02 Verizon - Utility Expense for 15.92 Jeffrey D. Burdge Sarah M. Lynch, DMD - Dental 541.00 Expense for Jeffrey D. Burdge Medi-Claim - Medical Expense 140.00 for Jeffrey D. Burdge Verizon - Utility Expense for 15.70 Jeffrey D. Burdge Pennsylvania Power and Light 173.28 Company - Utility Expense for Jeffrey D. Burdge Sarah M. Lynch, DMD - Dental 74.00 Expense for Jeffrey D. Burdge Capital Tax Collection Bureau 42.96 - 2001 Local Income Tax for Jeffrey D. Burdge Verizon - Utility Expense for 15.41 Jeffrey D. Burdge Pennsylvania Power and Light 146.89 Company - Utility Expense for Jeffrey D. Burdge Allfirst Trust Company of PA, 222.76 NA - Trustee Fee Capital Blue Cross - 501.15 Insurance Premium Security 65 Plan H for Jeffrey D. Burdge Pennsylvania Power and Light 88.57 Company - Utility Expense for Jeffrey D. Burdge Verizon - Utility Expense for 15 50 Jeffrey D. Burdge . Sarah M. Lynch, DMD - Dental 154.00 Expense for Jeffrey D. Burdge Bronstein & Jeffries 48.03 Professional Assn. - Dental Expense for Jeffrey D. Burdge Pinnacle Health - Medical 51 97 Expense for Jeffrey D. Burdge . Verizon - Utility Expense for 15 47 Jeffrey D. Burdge . 64 06/03/02 Pennsylvania Power and Light Company - Utility Expense for Jeffrey D. Burdge 06/03/02 Sarah M. Lynch, DMD - Dental Expense for Jeffrey D. Burdge 06/10/02 PA Department of Revenue - 2002 2nd Quarter Estimated Personal Income Tax - For Jeffrey D. Burdge 06/17/02 Beard & Company Inc. - 2001 Individual Income Tax Preparation Fee for Jeffrey D. Burdge 06/21/02 Hartford Insurance - Auto Insurance Premium Policy #39-PH-445679 for Jeffrey D. Burdge 06/28/02 Pennsylvania Power and Light Company - Utility Expense for Jeffrey D. Burdge 07/03/02 Verizon - Utility Expense for Jeffrey D. Burdge 07/05/02 Allfirst Trust Company of PA, NA - Trustee Fee 07/12/02 Pennsylvania Blue Shield - Medical Insurance Premium for Jeffrey D. Burdqe 07/31/02 Verizon - Utility Expense for Jeffrey D. Burdge 08/02/02 Pennsylvania Power and Light Company - Utility Expense for Jeffrey D. Burdge 09/03/02 Pennsylvania Power and Light Company - Utility Expense for Jeffrey D. Burdge 09/03/02 Verizon - Utility Expense for Jeffrey D. Burdge 09/09/02 Internal Revenue Service - 2002 3rd Quarter Estimated Personal Income Tax - For Jeffrey D. Burdge 49.99 49.00 89.00 370.00 695.00 63.41 15.43 215.96 501.15 17.92 88.23 71.63 16.43 264.00 65 09/09/02 PA Department of Revenue - 2002 3rd Quarter Estimated Personal Income Tax - For Jeffrey D. Burdge 09/26/02 Verizon - Utility Expense for Jeffrey D. Burdge 09/30/02 Pennsylvania Power and Light Company - Utility Expense for Jeffrey D. Burdge 09/30/02 Sarah M. Lynch, DMD - Dental Expense for Jeffrey D. Burdge 10/07/02 Allfirst Trust Company of PA, NA - Trustee Fee 10/17/02 Pennsylvania Blue Shield - Medical Insurance Premium for Jeffrey D. Burdge 10/30/02 Pennsylvania Power and Light Company - Utility Expense for Jeffrey D. Burdge 10/30/02 Verizon - Utility Expense for Jeffrey D. Burdge 11/18/02 Sarah M. Lynch, DMD - Dental Expense for Jeffrey D. Burdge 11/29/02 Verizon - Utility Expense for Jeffrey D. Burdge 12/03/02 Pennsylvania Power and Light Company - Utility Expense for Jeffrey D. Burdge 12/09/02 Internal Revenue Service - 2002 9th Quarter Estimated Personal Income Tax - For Jeffrey D. Burdge 12/09/02 PA Department of Revenue - 2002 4th Quarter Estimated Personal Income Tax - For Jeffrey D. Burdge 12/31/02 Allfirst Trust Company of PA, NA - Commission 12/31/02 Verizon - Utility Expense for Jeffrey D. Burdge 100.00 16.46 70.45 74.00 205.59 501.15 51.65 16.49 200.00 16.96 123.26 320.00 100.00 62.50 16.84 66 01/03/03 Pennsylvania Power and Light Company - Utility Expense for 193.54 Jeffrey D. Burdge 01/06/03 Allfirst Trust Company of PA , NA - Trustee Fee 212.49 01/17/03 Pennsylvania Blue Shield - Medical Insurance Premium for 567.42 Jeffrey D. Burdge 01/31/03 Pennsylvania Power and Light Company - Utility Expense for 259.58 Jeffrey D. Burdge 01/31/03 Verizon - Utility Expense for Jeffrey D. Burdge 16.51 02/13/03 Medi-Claim - Medical Expense for Jeffrey D. Burdge 140.00 04/07/03 Allfirst Trust Company of PA , NA - Trustee Fee 216.28 09/10/03 PA Department of Revenue - 2002 Fiduciary Income Tax - 34.00 Balance due 07/07/03 Allfirst Trust Company of PA , NA - Trustee Fee 333.29 09/15/03 PA Department of Revenue - 2003 3rd Quarter Estimated 36.00 Fiduciary Income Tax 10/06/03 Manufacturers and Traders Trust Com an P Y - Trustee Fee 330.19 01/06/04 Manufacturers and Traders Trust Company - Trustee Fee 340.64 09/06/09 Manufacturers and Traders Trust Company - Trustee Fee 346.68 04/09/09 Internal Revenue Service - 2003 Federal Income Tax - 973.00 Balance due 04/09/04 PA Department of Revenue - 2003 State Income Tax - 313.00 Balance due TOTAL DISBURSEMENTS OF INCOME. ........ • 42,966.65 67 Jeffrey David eurdge -------------------- 03/10/95 04/10/95 05/10/95 06/12/95 07/10/95 08/10/95 07/23/96 02/11/97 06/06/97 06/24/97 09/05/97 10/06/97 12/23/97 01/25/99 08/25/99 09/09/99 09/27/99 10/25/99 10/28/99 11/26/99 12/17/99 12/27/99 01/25/00 02/25/00 DISTRIBUTIONS OF INCOME TO BENEFICIARIES Distribution Distribution Distribution Distribution Distribution Distribution Distribution Distribution Distribution Distribution Distribution Distribution Distribution Distribution - $5,000 to Savings and $10,134 to Checking Monthly Distribution Distribution Monthly Distribution Monthly Distribution Distribution - Birthday Monthly Distribution Distribution Monthly Distribution Monthly Distribution Monthly Distribution 53.72 84.14 76.13 105.93 548.25 973.31 500.00 1,000.00 1,000.00 500.00 560.00 500.00 10,000.00 15,134.00 300.00 500.00 300.00 300.00 300.00 300.00 5,000.00 300.00 300.00 300.00 68 { , 03/27/00 06/27/00 10/10/00 11/10/00 11/20/00 02/07/01 08/03/01 09/17/01 10/15/01 11/06/01 11/15/01 12/17/01 01/15/02 01/23/02 01/28/02 02/I5/02 03/15/02 04/15/02 05/15/02 06/17/02 06/29/02 07/15/02 08/15/02 09/16/02 10/15/02 10/16/02 Monthly Distribution Distribution - Reimbursement for Car Insurance and Drug Charges Distribution Distribution Distribution Distribution - Balance of Income for 2000 under 65 Day Election Distribution per Request - Moving Expenses Distribution Distribution Distribution - Expenses for Car and Medical Distribution Distribution Distribution Distribution Distribution - Per Request Distribution Distribution Distribution Distribution Distribution Distribution Distribution Distribution Distribution Distribution Distribution 69 300.00 800.00 800.00 800.00 800.00 2,884.63 4, 000.00 325.00 325.00 1,000.00 325.00 325.00 650.00 300.00 3,000.00 325.00 325.00 325.00 325.00 325.00 2,000.00 325.00 325.00 325.00 325.00 1, 000.00 11/15/02 Distribution 12/16/02 Distribution 01/15/03 Distribution 02/18/03 Distribution Manufacturers and Traders Trust Company, Co-Trustee under Agreement With Jeffrey & Mary Burdge f/b/o Eleanora Burdge-Phillips dated 12/26/91 --------------------------------------- O1/16/04 Advance Distribution of 1/3 share of Income Manufacturers and Traders Trust Company, Co-Trustee under Agreement with Jeffrey & Mary Burdge f/b/o Evan Burdge dated 8/6/93 01/16/09 Advance Distribution of 1/3 share of Income 325.00 325.00 325.00 325.00 62,299.61 800.00 800.00 Manufacturers and Traders Trust Company, Co-Trustee under Agreement with Jeffrey & Mary Burdge f/b/o Connor Burdge dated 8/6/93 --------------------------------------- O1/16/09 Advance Distribution of 1/3 share of Income 800.00 TOTAL DISTRIBUTIONS TO BENEFICIARIES...... 64,694.61 7~ INCOME BALANCE ON HAND Current Value Fiduciary # Units Description Acquisition or as Noted Value MTB Money Market-Inst I Fund #420 5,897.18 5,847.18 5,847.18 5,847 18 71 CHANGES IN INVESTMENT HOLDINGS - INCOME Cost ARK Money Market Portfolio -------------------------- 08/15/03 delivered in merger due to conversion of MTB Money Market-Inst I Fund #420 MTB Money Market-Inst I Fund #420 --------- ---- 08/15/03 received in merger due to conversion of ARK Money Market Portfolio at the rate of 1 unit for each unit held (5,453.71) (5,453.71) 5, 453.72 5,953.71 72 PROPOSED DISTRIBUTIONS TO BENEFICIARIES # Units Current Value or as Noted Manufacturers and Traders Trust Company and Jeremy J. Burdge, Trustees under Agreement with Jeffrey J. & Mary E. Burdge f/b/o Eleanora Burdge-Phillips - 1/3 share of Residue Principal: MTB Money Market-Inst I Fund #920 510,000 Federal Farm Credit Banks 3.15$ due 6/21/04 520,000 Federal Home Loan Banks 2.125$ due 12/15/04 55,000 Federal Home Loan Banks 4.125% due 1/14/05 55,000 Federal Home Loan Mortgage 9.5~ due 8/15/04 1,300 units Limited Burdge Partnership #2 Units 116.427 shares MTB International Equity-Inst I Fund #270 135.993 shares MTB Mid Cap Growth-Inst I Fund #901 755.605 shares MTB Multi Capital Growth-Inst I Fund #430 1437.42.9 shares MTB Short Term Corporation Bd-Inst I-#518 584.296 shares MTB Small Cap Growth-Inst I Fund #555 171.551 shares MTB Equity Income Portfolio-Inst I Fund #93 1974.884 shares MTB Intermediate Term Bond-Inst I Fund #220 5969.227 shares MTB Large Cap Stock Inst I Fund #315 Income: MTB Money Market-Inst I Fund #92C 3,931.09 10,015.60 20,062.60 5,079.70 5,039.05 66,369.27 1, 090.92 1, 803.97 10,927.35 14,101.18 10,038.20 1, 624.59 19,669.85 53,066.42 Fiduciary Acquisition Value 3, 931.04 10,000.00 19,788.19 4,961.45 4,993.90 92,000.00 2,085.24 1, 667.74 17,652.75 14,077.76 16,934.20 1, 728.93 19, 677.83 61,113.68 221,819.79 219,612.68 1, 949.06 1, 949.06 1, 949.06 1, 999.06 223,768 80 -==221,561 74- 73 Manufacturers and Traders Trust Company and Randall Desmond Burdge, Trustees under Agreement with Jeffrey J. & Mary E. Burdge f/b/o Evan Burdge - 1/3 share of Residue --------------------------------------- Principal: MTB Money Market-Inst I Fund 6 185 70 #920 , . 8,185.70 510,000 Federal Home Loan Banks 2.125$ due 12/15/09 10,031.30 10,078.13 510,000 Federal Home Loan 10 159 40 Banks 4.125$ due 1/19/05 , . 9 922.90 ' $10,000 Federal Home Loan 10 078 10 Mortgage 4.5~ due 8/15/09 , . 9,987.80 55,000 Federal Farm Credit 5 007 80 Banks 3.158 due 6/21/04 , . 5,000.00 1,300 units Limited Burdge Partnership #2 Units 66,369.28 42,000.00 116.427 shares MTB International Equity-Inst I Fund #270 1,090.92 2,085.23 135.943 shares MTB Mid Cap Growth-Inst 1 803 96 I Fund #901 , . 1,667.73 755.605 shares MTB Multi Capital 10 427 34 Growth-Inst I Fund #930 , . 17,652.75 1,430.43 shares MTB Short Term Corporation Bd-Inst I-#518 14 101.19 ' 19,077.78 584.296 shares MTB Small Cap Growth-Inst I Fund #555 10,038.21 16,939.20 171.551 shares MTB Equity Income Portfolio-Inst I Fund #93 1.624.59 1,728.93 1974.885 shares MTB Intermediate Term Bond-Inst I Fund #220 19,669.85 19,677.84 5969.228 shares MTB Large Cap Stock Inst I Fund #315 53,066.94 61,113.69 #920 Income MTB Money Market-Inst I Fund #920 221, 659 . OB 219, 612 68- 1, 949.06 1, 949.06 1, 999.06 1, 949 06 223,603.14 221,561.79 74 1 Manufacturers and Traders Trust Company and Randall Desmond Burdge, Trustees under Agreement with Jeffrey J. & Mary E. Burdge f/b/o Connor Burdge - 1/3 share of Residue Principal: MTB Money Market-Inst I Fund #420 8,185.70 510,000 Federal Home Loan Banks 2.125 due 12/15/04 10,031.30 510,000 Federal Home Loan Banks 4.125$ due 1/19/05 10,159.40 510,000 Federal Home Loan Mortgage 4.5~ due 8/15/09 10,078.10 55,000 Federal Farm Credit Banks 3.15 due 6/21/09 5,007.80 1,300 units Limited Burdge Partnership #2 Units 66,369.28 116.427 shares MTB International Equity-Inst I Fund #270 1,090.92 135.943 shares MTB Mid Cap Growth-Inst I Fund #401 1,803.96 755.604 shares MTB Multi Capital Growth-Inst I Fund #430 10,427.34 1,437.43 shares MTB Short Term Corporation Bd-Inst I-#518 14,101.19 584.296 shares MTB Small Cap Growth-Inst I Fund #555 10,038.21 171.552 shares MTB Equity Income Portfolio-Inst I Fund #43 1,624.59 1979.885 shares MTB Intermediate Term Bond-Inst I Fund #220 19.669.85 5969.228 shares MTB Large Cap Stock Inst I Fund #315 53,066.49 Income: MT8 Money Market-Inst I Fund #420 8,185.70 10,078.13 9, 922.90 9, 987.80 5,000.00 92,000.00 2, 085.23 1, 667.73 17,652.79 14,077.78 16,434.20 1, 728.95 19,677.84 61,113.69 221,654.08 219,612 69 1, 999.06 1, 949.06 1, 949.06 1, 949 06 223,603.14 - 221,561 75 670, 97508 664, 685 23 75 AFFIDAVIT Manufacturers and Traders Trust Company, Successor to Dauphin Deposit Bank and Trust Company, Trustee under Agreement with JEFFREY J. & MARY E. BURDGE, deceased, hereby declare under oath that it has fully and faithfully discharged the duties of its office; that the foregoing Account is true and correct and fully discloses all significant transactions occurring during the accounting period; that all known claims against the Trust have been paid in full; that, to its knowledge, there are no claims now outstanding against the Trust; that all taxes presently due from the Trust have been paid. Manufacturers and Traders Tru Company, Successor to Dauphin Deposit Bank and Trust Company Subscribed and sworn to by before me this ~ day of 2004. Notary Public Dearr~a L. WaNaupN~pttn~~y puai~ My HComm~ls~i~o ~ ~EzepMes pew B 2004 Mertiwr, Ponnsylvana n«oa.tion w Mo~ar~i 76