Loading...
HomeMy WebLinkAbout02-0263PETITION FOR PROBATE and GRANT OF LETTERS Estate of ROBERT A. JOHNSTON also known as Deceased. Social Security No. 169-12-9442 No. To: Register of Wills for the County of Cumberland in the Commonwealth of Pennsylvania The petition of the undersigned respectfully represents that: Your petitioner is 18 years of age or older and the Executrix named in the last will of the above decedent, dated August 20, 1996 and codicil(s) dated [none]. Decedent was domiciled at death in Cumberland County, Pennsylvania, with his last family or principal residence at 66 Magaw Avenue, South Middleton Township, Carlisle, Pennsylvania. Decedent, then 82 years of age, died February 28, 2002, at Cumberland Crossings, South Middleton Township, Pennsylvania. Except as follows, decedent did not marry, was not divorced and did not have a child born or adopted after execution of the will offered for probate; was not the victim of a killing and was never adjudicated incompetent: [none] Decedent at death owned property with estimated values as follows: (If domiciled in Pa.) All personal property (If not domiciled in Pa.) Personal property in Pennsylvania (If not domiciled in Pa.) Personal property in County Value of real estate in Pennsylvania situated as follows: $ 275,000.00 $ WHEREFORE, petitioner respectfully requests the probate of the last will and codicil(s) presented herewith and the grant of letters testamentary thereon. Kt{therine H. Johnston 66 Magaw Avenue Carlisle, PA 17013 OATH OF PERSONAL REPRESENTATIVE COMMONWEALTH OF PENNSYLVANIA ) : SS. COUNTY OF CUMBERLAND ) The petitioner above-named swears or affirms that the statements in the foregoing petition are true and correct to the best of the knowledge and belief of petitioner and that as personal representative of the above decedent, petitioner will well and truly administer the estate according to law. Sworn to or affirmed and subscribed~/qC~._~.~c~z J/ before me this 14t:h day of Katherine H. Johnston / No. 21-2002-263 Estate of ROBERT A. JOHNSTON, Deceased DECREE OF PROBATE AND GRANT OF LETTERS AND NOW, March 14th, , 2002, in consideration of the petition on the reverse side hereof, satisfactory proof having been presented before me, IT IS DECREED that the instrument(s) dated August 20, 1996, and described therein be admitted to probate and filed of record as the last will of Robert A. Johnston and Letters Testamentary are hereby granted to Katherine H. Johnston. Will Book # "' :" ~? ' Page MARy C.~/~IS /Register of ~ills~~7- "~ FEES Probate, Letters, Etc. Short Certificates (3) Renunciation x-Pages (26) JCP $ 270.00 $ 9.00 $ 78.00 TOTAL $ b. ou Filed ~arch 14th,2002 $ 362.00 Stephen L. Bloom, Esquire Sup. Ct. I.D. No. 49811 2100 Longs Gap Road Carlisle, PA 17013 (717) 249-7717 C:~LAS~ESTATES\10310-1 pet, 1 CALL LORI 486-7713 WHEN LETTEI~S ARE FINISHED · ~ .c.\wp51 \wills\johnston.rbt . ~ OF ROBERT A. JOHNSTON I, ROBERT A. JOHNSTON, of 66 McGraw Avenue, Carlisle, Cumberland County, Pennsylvania, being of sound and disposing mind, memory and understanding, do make, publish and declare this as and for my Last Will and Testament, hereby revoking and making void any and all former Wills, Codicils, or writings in the nature thereof, by me at any time heretofore made.' FIRST: I hereby order and direct my Executor, hereinafter named, to pay all my just debts, funeral expenses, testamentary expenses and all Inheritance, Estate, Transfer and Succession Taxes, as soon as may be conveniently done after my death, out of my residuary estate. SECOND: Marital Trust. If my wife survives me, the Trustee as of my death shall set aside out of the Trust Estate as a separate Trust for her benefit (undiminished to the extent possible by any estate or inheritance taxes or other charges) the smallest pecuniary amount which, if allowed as a federal estate tax marital deduction, would result in the least possible federal estate tax payable by reason of my death. In determining the pecuniary amount the Trustee shall consider the credit for state death taxes only to the extent those taxes are not thereby incurred or increased and shall assume that none of the Family Trust hereinafter established qualifies for a federal estate tax deduction. ~. .r~\wp51 \wills\johnston. rbt o The Trustee shall select and allocate the cash, securities and other property, including real estate and interests therein, which shall constitute the Trust, employing for the purpose values current at the time or times of allocation. No property shall be selected as to which a marital deduction would not be allowed if it were distributed outright to my wife, My wife shall have the right by written notice to require the Trustee to convert unproductive property in the Trust to productive property within a reasonable time. The Trust shall be designated the "Marital Trust" and shall be held and disposed of as follows: Section 1: Income. Commencing with my death the Trustee shall pay the income from the Marital Trust in convenient installments, at least quarterly, to my wife during her lifetime. Principal Invasion. Notwithstanding the foregoing, my wife shall have the power, at any time, to request And receive from the Trustee any part or all of the principal or unpaid income of the Trust. Section 2: Election. My Executor may elect to have a specific portion or all of the Marital Trust, herein referred to as the "marital port/on", treated as qualified terminable interest property for federal estate tax purposes. If an election is made as to less than all of the Marital Trust, the specific portion shall be expressed as a fraction or · - .c~wp51 kwills\jolmston.rbt o, percentage of the Marital Trust and may be defined by means of a formula. I intend that the marital portion shall qualify for the federal estate tax marital deduction in my estate. If the marital portion is less than all of the Marital Trust, at any time during the lifetime of my wife, the Trustee in its discretion, may divide the Marital Trust into two separate Trusts representing the marital and nonmarital portions of the Marital Trust. The two separate Trusts shall be held and disposed of on the same terms and conditions as the Marital Trust, except that the Trustee shall make no invasion of the principal of the nonmarital portion trust so long as any readily marketable assets remain in the marital portion trust. Section 3. Limited Testamentary Power of Appointment. Upon the death of my wife, the principal of the Marital Trust shall be held in Trust hereunder or distributed to or in Trust for such one or more of my descendants and their respective spouses, with such powers and in such manner and proportions as my wife may appoint by her Will, making specific reference to this power of appointment. Default. Upon the death of my wife, any part of the principal of the Marital Trust not effectively appointed shall be added to or used to fund the Family Trust, except that, unless my wife directs otherwise by her Will or revocable Trust, the Trustee shall first pay from the principal of the marital portion, directly or to the legal representative of my wife's estate as the Trustee deems advisable, the amount by which the Estate and inheritance taxes assessed by reason of the death of my wife shall be increased as a result of the inclusion of the marital portion in her estate for such tax , - ~ .c~\wp51 \wills\johnston.rbt . purposes. The Trustee's selection of assets to be sold to pay that amount, and the tax effects thereof, shall not be subject to question by any beneficiary. Notwithstanding any other provision of this Will, all income from the Marital Trust accrued or undistributed at the death of my wife shall be paid to her estate. Section 4: Accounts and Compensation. The Trustee shall render an account of trust receipts and disbursements and a statement of assets at least annually to each adult beneficiary then entitled to receive or have the benefit of the income from the Trust. An account is binding on each beneficiary who receives it and on all persons claiming by or through the beneficiary, and the Trustee is released, as to all matters stated in the account or shown by it, unless the beneficiary commences a judicial proceeding to assert a claim within five years after the mailing or other delivery of the account. The Trustee shall be reimbursed for all reasonable expenses incurred in the management and protection of the Trust and shall receive compensation for its services in accordance with its schedule of fees in effect from time to time. The Trustee's regular compensation shall be charged half against income and half against principal, except that the Trustee shall have full discretion at any time or times to charge a larger portion or all against income. Section 5. Small Trust Termination and Perpetuities Savin~lS. A corporate Trustee in its discretion may terminate and distribute any Trust hereunder if the corporate Trustee determines that the costs of continuance thereof will substantially impair accomplishment of the purposes of the Trust. The Trustee shall terminate and forthwith · - ?\wp51 \wills\johnston.rbt distribute any Trust created hereby, or by exercise of a power of appointment hereunder, and still held 21 years after the death of the last to die or myself and the beneficiaries in being at my death. Distribution under this section shall be made to the persons then entitled to receive or have the benefit of the income from the Trust in the proportions in which they are entitled thereto, or if their interests are indefinite, then in equal shares. Section 6. Trustee Succession. Any Trustee may resign at any time by written notice to each beneficiary then entitled to receive or have the benefit of the income from the Trust. In case of the resignation, refusal or inability to act of any Trustee acting or appointed to act hereunder, the beneficiary or a majority in interest of the beneficiaries then entitled to receive or have the benefit of the income from the Trust shall appoint a successor Trustee, but no beneficiary or person legally obligated to a beneficiary shall be a successor Trustee. Every successor Trustee shall have all the powers given the originally named Trustee. No successor Trustee shall be personally liable for any act or omission of any predecessor. With the approval of the beneficiary or a majority in interest of the beneficiaries then entitled to receive or have the benefit of the income from the Trust, a successor Trustee may accept the account rendered and the property received as a full and complete discharge to the predecessor Trustee without incurring any liability for so doing. The parent or legal representative of a beneficiary under disability shall receive notice and have authority to act for the beneficiary under this section. - c~.\wp51 \wills\johnston. rbt No Trustee wherever acting shall be required to give bond or surety or be appointed by or account for the administration of any Trust to any Court. Section 7: Donee's Will. In disposing of any Trust property subject to a power to appoint by Will, the Trustee may rely upon an instrument admitted to probate in any jurisdiction as the Will of the donee or may assume that the power was not exercised if, within 3 months after the death of the donee, the Trustee has no actual notice of a Will which exercises the power. The Trustee may rely on any document or other evidence in making payment under this Will and shall not be liable for any payment made in good faith before it receives actual notice of a changed situation. Section 8: Trustee for Out-of-State Property. If for any reason the Trustee is unwilling or unable to act as to any property, such person or qualified corporation as the Trustee shall from time to time designate in writing shall act as special Trustee as to that property. Any person or corporation acting as special Trustee may resign at any time by written notice to the Trustee. Each special Trustee shall have the powers granted to the Trustee by this Will, to be exercised only with the approval of the Trustee, to which the net income and the proceeds from sale of any part or all of the property shall be remitted to be administered under this Will. THIRD: Family Trust. The Trustee as of my death shall set aside the balance of the trust estate, or all thereof if my wife does not survive me, as a separate Trust. The Trust shall be designated the "Family Trust" and shall be held and disposed of as follows: ~cr\wp51 \wills\johnston. rbt Section 1: /ncome. If my wife survives me, then commencing with my death, the Trustee shall pay the income from the Family Trust in convenient installments, at least quarterly, to her during her lifetime. Principal/nvasion. The Trustee may also pay to my wife such sums from principal as the Trustee deems necessary or advisable from time to time for her health and maintenance in reasonable comfort, but shall make no invasion of the Family Trust for my wife so long as any readily marketable assets remain in the Marital Trust. No payment made for a child of mine shall be charged against the share hereinafter provided for the child or his or her descendants. Disclaimed Property. or all of the Marital Trust shall not preclude disclaimed property in the Family Trust. Section 2: Division. A disclaimer by my wife of any part her from receiving benefits from the Upon the death of my wife, or upon my death if my wife shall not survive me, I direct my Trustee to make the following division of Family Trust: A. With respect to my grandchildren, I have made a gift to my oldest grandchild, ROBERT M. TRZEPACZ, in the amount of Fifty-five Hundred ($5,500.00) Dollars, in September of 1995, when the Consumer Price Index for U. S. Cities (CPI-U) was 153.2. I wish to make equivalent gifts to each of my other grandchildren, SARAH A. TRZEPACZ, ALEXANDER J. MARSH, AARON T. MARSH, KATHARINE E. MARSH and EMILY E. MARSH. To the extent that I have not made such gifts . c."\wp51 \wills\johnston. rbt .. subsequent to the execution of this Will, I direct my Executor to make a gift to each of said grandchildren (or to their guardians to hold for them if they are minors), in an amount equal to Fifty-five Hundred ($5,500.00) Dollars plus any additional sum which shall make said gift equivalent to the spending power of the gift which I gave to ROBERT M. TRZ£PACZ, as measured by the Consumer Price Index for U. S. Cities (CPI-U) at the time of my death. B. I direct my Trustee to divide all of the remaining portions of my Trust, including any amounts added thereto from the marital trust, into equal shares to create one share for each then living child of mine and one share for the then living decedents, collectively, of each deceased child of mine. My children are MARTHA JOHNSTON TRZEPACZ of 9 Green Valley Road, Wallingford, Pennsylvania 19086 and SARAH JOHNSTON MARSH, of 6 Meadowbrook Road, New Fairfield, Connecticut 06812. C. Each share created for the descendants of a deceased child shall be distributed per stirpes to those descendants, subject to postponement of possession as provided below. Each share created for a living child shall be held as a separate Trust and disposed of as hereinafter provided. Section 3: Income. The income from a child's share shall be paid in convenient installments, at least quarterly, to the child until complete distribution of the share or his or her prior death. . c't \wp51 \wills\johnston. rbt Principal Invasion. The Trustee may also pay to the child such sums from the principal of his or her share as the Trustee deems necessary or advisable from time to time for his or her health, maintenance in reasonable comfort, education (including postgraduate) and best interests, considering the income of the child from all sources known to the Trustee. Section 4: Right to Withdraw. After division of the family Trust into shares each of my children may withdraw any part or all of the principal of her share at any time. The value of the share shall be its value as of the child's first exercise of her withdrawal right, plus the value of any subsequent addition as of the date of addition. The Trustee shall make payment without question upon the child's written request. The right of withdrawal shall be a privilege which may be exercised only voluntarily and shall not include an involuntary exercise. Section 5: Testamentary Power of Appointment. If a child dies before receiving her share in full, then upon the death of the child her share shall be held in Trust hereunder or distributed to or in Trust for such appointee or appointees, with such powers and in such manner and proportions as the child may appoint by her will making specific reference to this power of appointment, except that any part of the child's share not subject to withdrawal prior to the death of the child may be appointed only to or for the benefit of any one or more of the child's surviving spouse, the child's descendants and their respective spouses and my descendants (other than the child) and their . c':. \wp51 \wills\johnston. rbt ,. their respective spouses. For purposes of this Will, the term "spouse" shall include a widow or widower, whether or not remarried. Section 6: Default. Upon the death of a child, any part of her share not effectively appointed shall be distributed per stirpes to her then living descendants, or if none, then per stirpes, to my then living descendants, subject to postponement of possession as provided below, except that each portion otherwise distributable to a descendant of mine for whom a share of the Family Trust is then held hereunder shall be added to that share. Section 7: Postponement of Possession. Each share of the Family Trust which is distributable to a beneficiary who has not reached the age of 21 years shall immediately invest in the beneficiary, but the Trustee shall (a) establish with the share a custodianship for the beneficiary under a Uniform Transfers or Gifts to Minors Act or (b) retain possession of the share as a separate Trust, paying to or for the benefit of the beneficiary so much or all of the income and principal of the share as the Trustee deems necessary or advisable from time to time for his or her health, maintenance in reasonable comfort, education (including postgraduate) and best interests, adding to principal any income not so paid, and distributing the share to the beneficiary when he or she reaches the age of 21 years or to the estate of the beneficiary if he or she dies before receiving the share in full. FOURTH: I designate as my Trustee, SMITH BARNEY PRIVATE TRUST COMPANY, or its successor, to which the following provisions shall apply: 10 . c~.\wp51 \wills\johnston.rbt .. Bonding. To the extent permitted by applicable law, no trustee (includ!ng any ancillary, special or successor trustee or 'any person or institution exercising trustee responsibility), however appointed, serving hereunder shall be required, regardless of the jurisdiction, to furnish any bond or other security, to render any court approved annual or other periodic accounting or to obtain the approval of any court before applying, distributing, terminating, selling, delivering to a successor trustee, or otherwise dealing with the Trust Estate. Ancillary Trustee. The Trustee is authorized to appoint a person or qualified corporation (including any Affiliate as defined in paragraph 4) at any time to act as ancillary trustee for the administration of property with respect to which the Trustee shall make the determination, in its discretion, that it is not eligible to act or cannot administer in a practicable manner. The appointment of any such ancillary trustee shall be evidenced by an instrument in writing signed by the Trustee and acknowledged in the same manner as deeds to real estate are required to be acknowledged by the laws of the state in which the trust assets to be administered by the ancillary trustee are then located, and such instrument shall be delivered to the ancillary trustee and a copy shall be filed with the records pertaining to the trust involved. The Trustee may at any time revoke such appointment, such revocation being made in the same manner as the appointment of the ancillary trustee. So long as any such appointment is in effect, any power or authority hereunder which would be exercisable by the Trustee with respect to the assets to be administered by the ancillary trustee, if the Trustee were subject to no restriction or ll _ ' . c: \wp51 \wills\johnston.rbt .. . ~ limitation with respect to the administration of such assets, may be exercised by .the ancillary trustee, and any action may be taken by the ancillary trustee with the same force and effect as if the Trustee had itself taken such action in the absence of any such restriction or limitation. The ancillary trustee shall be entitled to such compensation as shall be determined from time to time by the Trustee in accordance with customary and usual standards for the services to be performed. Such compensation shall be in addition to any compensation to which the Trustee is entitled under this Trust Agreement. The ancillary trustee shall discharge its duties in accordance with the care, skill and caution required to implement the duties allocated to it under the instrument of appointment. The Trustee shall not be liable to the Trust Estate or the Beneficiaries for any acts or omissions of the ancillary trustee provided the Trustee has itself exercised due care, skill and caution in connection with the appointment to, and retention in, office of the ancillary trustee. Affiliate Services. Settlor recognizes that Smith Barney Private Trust Company is an affiliate of Smith Barney Inc. ("Smith Barney") and an indirect wholly- owned subsidiary of The Travelers Group Inc. and that the members of The Travelers Group Inc. provide services on an ongoing basis to affiliated and unaffiliated fiduciaries and other investors. In connection with the rendering of such services hereunder, the Trustee is authorized, in its sole discretion, to engage the services of Smith Barney Inc. or any of the other direct or indirect subsidiaries of The Travelers Group Inc. and any successor to either of them or the employees of any of them (individually "Affiliate" and 12 · ' . c:. \wp51 \wills\johnston.rbt o~ collectively, "Affiliates"), regardless of the capacity in which an Affiliate is acting, and to compensate such Affiliates from the Trust Estate as an expense of trust administration. Without limiting this general authorization, the Trustee is specifically authorized to engage the services of Affiliates to: (i) manage or advise on the investment of the Trust Estate (including the ability to retain managers or advisors on behalf of the Trust Estate and to delegate investment discretion to them); (ii) invest in regulated investment companies offered or managed by an Affiliate; (iii) act as broker or dealer to execute or effect transactions and to provide other services with respect to the Trust Estate; and (iv) to purchase any securities, instruments of deposit, or other property distributed, underwritten or issued by an Affiliate. Any Affiliate is authorized to charge, receive and/or withhold any compensation (direct or indirect) customarily charged or received by it in comparable transactions and to receive the fees, sales, commissions, spreads, or other compensation payable in connection with such investments without affecting the compensation Agreement. to which the Trustee is otherwise entitled under this In the management of the Trust Estate, the Trustee may receive and retain without accountability to the Trust or any Beneficiaries credit or other compensation from an Affiliate for any services it may perform; exchange services with an Affiliate; or cause or permit the Trust Estate, or any part of it, to be held, maintained or managed in accounts or deposits administered in any jurisdiction, inside or outside the United States of America, and may hold any of the Trust Estate in the name of any Affiliate or a 13 · c: \wp51 \wills\johnston.rbt nominee of any Affiliate or permit the assets of the Trust Estate to be held in bulk by and commingled with the assets of other customers of the Affiliate. InvestmetTt Services: Settlor is aware that the Trustee and its Affiliates offer a variety of investment advisory and consulting services. Settlor acknowledges that: (a) the Trustee may retain one or more Affiliates to provide certain investment advisory and consulting services to the Trust Estate, including, but not limited to, portfolio management, portfolio evaluation and review, custodial, trade execution, and account reporting services (collectively, "Services") (b) the Trustee may, from time to time, alter the particular services being provided by the Affiliate (or Affiliates); (c) the Trustee may obtain investment management or advisory services for the Trust Estate that may differ, in strategic investment style or discipline, from other services (including Affiliate services) selected by the Trustee for other trust accounts administered by it, and that as a result, the performance of the Trust Estate may differ from that of such other accounts; and (d) the Trustee may agree to submit to arbitration any controversies arising between the Trust Estate and any provider of Services (including any Affiliate) retained on behalf of the Trust Estate. If, during Settlor's lifetime, Settlor has selected a particular investment management or advisory service (including an Affiliate service) for management of the Trust Estate, then Settlor expressly authorizes (but not requires) the Trustee in its discretion to continue use of such service in connection with the Trustee's administration of the Trust Estate. (If, during Settlor's lifetime, any person or entity other than Settlor or the Trustee had the power to direct the investment of the Trust Estate (whether acting as 14 · c':\wp51 \wills\johnston.rbt co-trustee, special trustee, powerholder or otherwise), then references to "Settlor" in the preceding sentence shall be read to include all such persons or entities. Affiliate Securities. Any securities of an Affiliate, including but not limited to the common stock of The Travelers Inc., which are held as part of the Trust Estate, shall be held, voted, sold or otherwise disposed of in accordance with the written direction of Settlor and after Settlor's death or incapacity by Trustee. The Trustee shall not be liable to the Trust Estate or any Beneficiary for any loss that might be occasioned by any such direction, or by the failure to give any such direction. The Trustee shall be under no duty to investigate the basis for any direction or any failure to direct. Hazardous Substance. In the event Settlor desires to transfer any real property to the Trustee, Settlor shall certify to the Trustee that (i) such real property does not and will not contain asbestos or other hazardous or toxic substances, wastes or materials ("Hazardous Substances") and (ii) such real property and all operations thereon are in material compliance with applicable statutes, regulations, rules, ordinances and similar requirements of any governmental authority, agency or unit relating to the environment or Hazardous Substances ("Legal Requirements"). If the real property does contain Hazardous Substances or if the real property or operations thereon are not in material compliance with applicable Legal Requirements, prior to any transfer to the Trustee Settlor shall, in accordance with all applicable Legal Requirements, with such assurances as shall be required by Trustee, and at Settlor's sole cost and expense, remove, contain, remediate or abate (Remediate") all Hazardous Substances to the extent 15 · c'.'\wp51 \wills\johnston.rbt required by all applicable Legal Requirements, and otherwise bring the real property and operations thereon into compliance with all applicable Legal Requirements. If at any time after the real property has been transferred to the Trustee, any Hazardous Substances are required to be remediated by any applicable Legal Requirements or to otherwise preserve the value of the real property, as the Trustee in its sole discretion shall determine, all costs and expenses, including any penalties, damages and attorneys and consultants fees ("Damages") resulting from the existence or alleged existence of Hazardous Substances, shall be charged against the Trust Estate. Notwithstanding the above, the Trustee need not Remediate any Hazardous Substances which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it by the security afforded to it by the terms of this Trust Agreement, unless and until requested in writing to do so by Settlor during his lifetime or by an adult Beneficiary or lawful guardian of a Beneficiary under legal disability (as defined in paragraph 8) after Settlor's death, from time to time as it may request, with reasonable security and indemnity. Trustee shall have no individual liability for any loss, depreciation in the value of any real property, or any Damages resulting from the actual or alleged presence of Hazardous Substances on or under such property. Settlor (on behalf of himself and, after his death, his personal representatives) agrees to defend, indemnify and hold harmless the Trustee from and against all such Damages or depreciation in value to the extent such cannot be satisfied by the assets of the Trust Estate. 16 · c':\wp51 \willsXjohnston.rbt .. Trustee shall not be liable for any action taken or omitted to be taken by it in good faith with respect to Hazardous Substances and shall not be liable for any error of judgment made in good faith unless it shall be proved Trustee was grossly negligent in ascertaining the pertinent facts. Trustee may consult with counsel and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered hereunder in good faith and in accordance with such advice or opinion. Cor~pensation. The Trustee shall be compensated in accordance with its published schedule of fees as in effect at the time the services are rendered. The fees may differ throughout the duration of the Trust Estate depending on the various services to be provided by the Trustee. Such compensation may be charged to income or to principal or partly to each in the discretion of the Trustee. For any services performed by it in connection with the Settlor's estate, which services are normally performed by the personal representative, the Trustee shall be entitled to such additional compensation as may be fair and reasonable under the circumstances. The Trustee is authorized to sell property of the Trust Estate to the extent necessary to pay any portion of such compensation which is chargeable against principal or where income is insufficient to fully compensate the Trustee. In addition to the foregoing fees, compensation may be paid to any special or ancillary trustee or to any other person, including an Affiliate, providing services on behalf of the Trust Estate in accordance with the provisions of this Trust Agreement. The Trustee and its Affiliates shall also be entitled to receive and retain from 17 , c': \wp51 \wills\johnston.rbt any registered investment company, payments as authorized under Rule 12b-1 of the Investment Company Act of 1940 in connection with the distribution of such entity's securities and any payments designated in the prospectus thereto as sales commissions. llccountin~l. The Trustee shall render an account of its receipts and disbursements and a statement of assets (collectively, an "Account") at least annually and at the time of its resignation or removal to each Beneficiary then entitled to receive or have the benefit of the income from the Trust Estate and, upon termination of all or any part of any trust created hereunder, to each Beneficiary receiving a distribution of the Trust Estate. The lawful guardian of a Beneficiary under legal disability shall have authority to act for the Beneficiary hereunder. Unless such Account is objected to in writing within sixty (60) days from the rendition thereof, such Account shall be deemed approved as stated. The approval shall be deemed approved as stated. The approval of such Account as provided herein shall be final and binding, with regard to all matters and transactions stated therein, on all persons, whether in being or not, who are then or thereafter may become entitled to share in either the principal or the income of such Trust Estate, with the same effect as if the Account had been approved by a court having jurisdiction of the subject matter. Nothing contained herein shall preclude the Trustee at any time and from time to time from obtaining a judicial settlement of its Accounts, where a party to the proceeding has the same interest as a person under a disability, it shall not be necessary to serve the person under a disability or his or her lawful guardian. "Lawful guardian" shall mean successively, in the order named, (i) the court-appointed guardian, 18 , c': \wp51 \wills\johnston. rbt committee or conservator of the property, or (ii) the court-appointed guardian, committee or conservator of the person; or (iii) the parent or other adult person having the primary care responsibility for the Beneficiary. Re$i~lnation. Any trustee may resign at any time by giving thirty (30) days prior written notice to the Settlor, if still living, and, after the death of the Settlor, in the case of an ancillary or special trustee, to the Trustee, or, in the case of the Trustee, to the Beneficiary or Beneficiaries then entitled to receive or have the benefit of the income of the Trust Estate. In the event that the corporate Trustee resigns or, pursuant to other provisions of this Agreement, is removed at any time after the Settlor's death, the Beneficiaries shall appoint a bank or trust company, wherever located, having a combined capital and surplus if not less than Two Million Dollars ($2,000,000), as a successor corporate trustee. If the corporate Trustee is removed from office without cause which would be sufficient for a court of competent jurisdiction to remove it therefrom, it shall be entitled to receive such compensation as it would be entitled to receive if every trust with respect to which it has been removed had finally terminated and the property comprised therein had been distributed as of the date of such removal. The lawful guardian of a Beneficiary under legal disability shall receive notice and have authority to act for such Beneficiary under this paragraph. If the Trustee has served notice of resignation as above provided and the Settlor or the Beneficiaries, as the case may be, have not appointed a successor trustee 19 · c': \wp51 \wills\johnston. rbt within such 30-day period, the Trustee is authorized to deliver the Trust Estate free of trust to the Settlor or after the Settlor's death, at the expense of the Trust Estate, petition a court of competent jurisdiction to appoint a successor trustee. Any expenses incurred by the Trustee in connection with the transfer of assets to the Settlor or a successor trustee shall be treated as an expense of administration and paid out of the Trust Estate. The Trustee shall not be obligated to deliver the assets of the Trust Estate until its accounts have been settled as provided in paragraph 8. Power to Designate. Anything herein to the contrary, notwithstanding, after the death of the Settlor, the Trustee in its absolute discretion may at any time transfer its rights, titles and duties and the assets of the Trust Estate, in whole or in part, to any trust company Affiliate of the Trustee wheresoever located. The appointment and acceptance of such successor trustee Affiliate shall be evidenced by an instrument in writing signed and acknowledged by the Trustee and the successor trustee, respectively, and shall be filed with the records of the Trust. Choice of Law. This Trust Agreement shall be construed, administered, governed and its validity determined in all respects by the laws of the State of New York, without giving effect to principles of conflicts of law. The Trustee shall hold, manage, care for and protect the Trust Estate and shall have the following powers, exercisable in its discretion, with respect to the Trust Estate, as well as such powers as are now or hereafter conferred by law, except to the extent inconsistent herewith: 2O , ¢:\wp51 \wills\johnston.rbt To sell at public or private sale, wholly or partly for cash or on credit, contract to sell, grant or exercise options to buy, convey, transfer, exchange, insure or lease (for a term within or extending beyond the term of any trust created hereunder) any real or personal property of the Trust Estate and any reinvestments thereof, and to partition, dedicate, grant easements in or over, subdivide, improve, and remodel, repair, or raze improvements on any real property of the Trust Estate, and in general to deal otherwise with the Trust Estate in such manner, for such prices, and on such terms and conditions as any individual might do as outright owner of the property; To borrow money at interest rates then prevailing from any individual, bank, or other source (including any Trustee or an Affiliate) or renew any existing indebtedness and to create security interests in the Trust Estate by mortgage, pledge or otherwise, including but not limited to the purchase of securities and other investments on margin; To invest debentures, real and reinvest in bonds, common or preferred stocks, notes, estate mortgages, other evidences of indebtedness, bank deposits, warrants, common trust funds established by the Trustee, shares of regulated investment companies (including any regulated investment companies distributed or managed by an affiliate of Trustee), currencies, partnership interests (whether general, special or limited), or other securities or property, real or 21 · d:\wp51 \wills\johnston.rbt personal, domestic or foreign, without being limited by any statute or rule of law governing investments by trustees; To make allocations, divisions, and distributions of the Trust Estate in cash or in kind, or partly in each; to allocate different kinds of disproportionate shares of property or undivided interests in property among the beneficiaries or separate trusts, without liability for, or obligation to make compensating adjustments by reason of, disproportionate allocations of unrealized gain for federal income tax purposes and without regard to the income tax basis of specific property and to determine the value of any property so allocated, divided, or distributed; To exercise or refrain from exercising in person or by general or limited proxy all voting and other rights, powers, and privileges and to take all steps to realize all benefits with respect to stocks or other securities, including the exercise or sale of any subscription or conversion rights; and to enter into or oppose, alone or with others, voting trusts, mergers, consolidations, foreclosures, liquidations, reorganizations, or other changes in the financial structure of any corporation; To cause any security or other property to be held or registered without disclosure of any fiduciary relationship, in the name of the Trustee or an Affiliate, in the name of a nominee of either, in bulk in a central depositary with the assets of other customers of the Trustee of the Affiliate, in book-entry form or in unregistered form; 22 · c': \wp51 \wills\johnsto~a. ~ot To appoint and compensate from the Trust Estate such accountants, depositories, brokers, investment advisers (with or without full discretionary powers), attorneys, attorneys-in-fact, and agents as the Trustee may, in its sole discretion, deem advisable, rely on their advice without independent investigation, and pay from the Trust Estate all expenses incurred in the administration, investment and protection of the Trust Estate. To compromise, contest, prosecute or abandon any claim in favor of or against the Trust Estate; To lend money to, and to purchase property from, the personal representative of Settlor's estate and retain it for any period of time without limitation, and without liability for loss or depreciation in value, notwithstanding any risk, unproductivity, or lack of diversification; To commingle for investment purposes the property of any trust established hereunder with the property of any other trust held hereunder, allocating to each trust an undivided interest in the commingled property; To elect, pursuant to the terms of any employee benefit plan, individual retirement plan or insurance contract, the mode of distribution of the proceeds thereof, and no adjustment shall be made in the interests of the beneficiaries to compensate for the effect of the election; To take such action in collecting the proceeds of any life insurance payable to the Trustee (after deducting all charges by way of advances, loans or otherwise) 23 , d:\wp51\wills\johnston.rbt . , as the Trustee deems advisable, paying the expense thereof from the Trust Estate, but the Trustee need not enter into any litigation to enforce payment on a policy until indemnified to its satisfaction against all expenses and liabilities which might result therefrom; the receipt of the Trustee for such proceeds shall release an insurance company from liability on a policy, and an insurance company shall be under no duty to see to the application of such proceeds; To execute instruments of any kind, including instruments containing covenants and warranties binding upon and creating a charge against the Trust Estate and containing provisions excluding personal liability; and Powers. To take such action in collecting the proceeds of any life insurance policy payable to the Trustee (after deducting all charges by way of advances, loans or otherwise, for which the Trustee shall not seek reimbursement) as the Trustee deems best, paying the expense thereof from the Trust property, but the Trustee need not enter into or maintain litigation to enforce payment on a policy until indemnified to its satisfaction against all expenses and liabilities which might result therefrom; the insurance company shall not take notice of the provisions of this Will or see to the application of the proceeds, and the Trustee's receipt to the insurance company shall be a complete release for any payment made; To inspect and monitor business and real property (whether held directly or through a partnership, corporation, trust or other entity) for environmental conditions or 24 e: \wp51 \wills\johnston. rbt possible violations of environmental laws; to remediate environmentally damaged property or to take steps to prevent environmental damage in the future, even if no action by public or private parties is currently pending or threatened; to abandon or refuse to accept property which may have environmental damage; the Trust may expend Trust property to do the foregoing and no action or failure to act by the Trustee pursuant to this paragraph shall be subject to question by any beneficiary; and To perform other acts necessary or appropriate for the proper administration of the Trust, execute and deliver necessary instruments and give full receipts and discharges. LASTLY: I nominate, constitute and appoint my wife, KATHERINE H. JOHNSTON, to be the Executrix of this my Last Will and Testament. In the event that my said wife KATHERINE H. JOHNSTON, shall be unable to serve as Executrix for any reason, I appoint, my daughter, MARTHA JOHNSTON TRZEPACZ, of Wallingford, Pennsylvania, and my daughter, SARAH JOHNSTON MARSH, of New Fairfield, Connecticut, as Co-Executrices. No Executor or Executrix shall be required to file bond in this or any other jurisdiction. IN WITNESS WHEREOF, I ~-0~ day of .~¢J~ ~ ~L SIGNED, SEALED, PUBLISHED and have hereunto set my hand and seal this , 1996. Robert A~/Johnston DECLARED in the presence of: 25 · &\wp51\wills\johnston.rbt .. . , COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND SS I, ROBERT A. ,JOHNSTON, Testator, whose name is signed to the attached or foregoing instrument, having been duly qualified according to law, do hereby acknowledge that I signed and executed the instrument as my Last Will; that I signed it willingly; and that I signed it as my free and voluntary act for the purposes therein expressed. Sworn or affirmed ,JOHNSTON, the Testator, this to and acknowledged ..before me,, by ROBERT A. /-~ O ~ day of ~--~ ~-f', -~ -J'" 1996. Robe[:C'A. Johnston, Testator Notary Public SUSAN M. RAMSEY, Notmy Pubrlc k~/~ E3q31ms Septem~r 6,1999 26 · E:\wp5 l\wills\johnston rbt COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND SS We, James D. Flower, Jr. and Merlene Marhevka the witnesses whose names are signed to the attached or foregoing instrument, being duly qualified according to law, do depose and say that we were present and saw Testator sign and execute the instrument as his Last Will; that he signed willingly and that he executed it as his free and voluntary act for the purposes therein expressed; that each of us in the hearing and sight of the Testator signed the Will as witnesses; and that to the best of our knowledge the Testator was at that time 18 or more years of age, of sound mind and under no constraint or undue influence. Sworn or affirmed to and subscribed to before me by and Merlene Marhevka this c:Q(~)(3J~ day of James D. Flower ,1996. ' Wit~'ess "-- ' -- 27 Jr. STEPHEN L. BLOOM ATTORNEY AND COUNSELLOR AT LAW 2100 LoN<,s GnP ROAD C,IRLISLE, P1~NNS1'LVANIA 17013 717-249-7717 CERTIFICATION OF NOTICE UNDER RULE 5.6(a) Name of Decedent: ROBERT A. JOHNSTON ~_ ~' ti. Date of Death: February 28, 2002 ~__ r~.~ File No. 21-02-00263 -'~ To the Register: I certify that Notice of Beneficial Interest required by Rule 5.6(a) of the Orphans' Court Rules will be served on the following beneficiaries of the above estate by the Executrix on or before the first two weeks of July, 2002: Name Katherine H. Johnston Martha J. Trzepacz Robert M. Trzepacz Sarah A. Trzepacz Sarah J. Marsh Aaron T. Marsh Katherine E. Marsh Emily E. Marsh Alexander J. Marsh Address 66 Magaw Avenue, Carlisle, PA 17013 9 Green Valley Road, Wallingford, PA 19086 4G Alpine Drive, Wappingers Falls, NY 12590 2300 Homestead Drive, Silver Springs, MD 20902 6 Meadowbrook Road, New Fairfield, CT 06812 6 Meadowbrook Road, New Fairfield, CT 06812 6 Meadowbrook Road, New Fairfield, CT 06812 6 Meadowbrook Road, New Fairfield, CT 06812 8511-34 Summer Sweet Lane, Raleigh, NC 27612 Notice has now been given to all persons entitled thereto under Rule 5.6(a) except: N/A Date: June 25, 2002 StepTien L. Bloom, Esquire 2100 Longs Gap Road Carlisle, PA 17013 (717) 249-7717 Capacity: Counsel for Personal Representative C:U.AS\ESTATES\10310-1 cert.not COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE BUREAU OF INDIVIDUAL TAXES DEPT. 280601 HARRISBURG, PA 17128-0601 RECEIVED FROM: PENNSYLVANIA INHERITANCE AND ESTATE TAX OFFICIAL RECEIPT NO. REV-1162 EX(11-96) CD 001884 STEPHEN L BLOOM ESQUIRE 2100 LONGS GAP ROAD CARLISLE, PA 17013 ........ fold ESTATE INFORMATION: SSN: 169-12-9442 FILE NUMBER: 2102-0263 DECEDENT NAME: JOHNSTON ROBERT A DATE OF PAYMENT: 11/26/2002 POSTMARK DATE: 00/00/0000 COUNTY: CUMBERLAND DATE OF DEATH: 02/28/2002 ACN ASSESSMENT CONTROL NUMBER AMOUNT 101 $2,576.04 REMARKS: TOTAL AMOUNT PAID: STEPHEN L BLOOM ESQUIRE $2,576.04 SEAL CHECK//131 INITIALS: AC RECEIVED BY: MARY C. LEWIS REGISTER OF WILLS REGISTER OF WILLS REV- 00 E×*(6-00/ REV-- 1500 INH__E__R__I.T__ANCE TAX RETURI DEPT. 28060 HE 51DENT DECEDENT HARRISBURG PA 17128-0601 D ' ' ) E D E N T cAPB HpRL =plO ;~TK "-ES Co. Johnston Robert A. DATE OF DEATH (MM-DD-YEAR) J DATE OF B~RTH (MM-DD-YEAR) 02/28/2002 I 09/28/1919 (IF APPLICABLE) SURVIVING SPOUSE'S NAME (LAST, FIRST, AND MIDDLE INITIAL) C O M T Johnston, Katherine H. ~ 1. Original Return ~ 247! Supplemental Return 4. Limited Estate · Future Interest Compromise (date of death after 12-12-8;>) 6. Decedent Died Testate Decedent Maintained a Living Trust (Attach copy of Will) (Attach copy of Trust) E~9. Litigation Proceeds Received ~ 10. SpousaIPoverty Credit FILE NUMBER 21-02-026_ COUNTYCODE YEA~NUMBER SOCIAL SECURITY NUMBER 169~12- 9442 THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGIS~'H OF WILLS SOCIAL SECURITY NUMBER  (date of death 3. Remainder Return prior to 1;>. 13-82) 5. Federal Estate Tax Return Required 0 8. Total Number of Safe Deposit Boxes ~-~ 11. Election to tax under Sec. 9113(A) ~d 1-.!196) (Attach Sch O) DiR~ NAME COMPLETE MA, L,N Stephen L. Bloom, Esquire FIRM NAME (If Applicable) 2100 Longs Gap Road Stephen L. Bloom, Esquire Carlisle PA 17013 TELEPHONE NUMBER ' 1. Real Estate (Schedule A) 2. Stocks and Bonds (Schedule B) (2) 3. Closely Held Corporation, Partnership or (3) Sole -Proprietorship 4. Mortgages & Notes Receivable (Schedule D) (4) 5. Cash, Bank Deposits 8, Miscellaneous Personal Property (5) (Schedule E) 6. Jointly Owned Property (Schedule F) (6) L~ Separate Billing Requested 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (7) (Schedule G or L) 8. Total Gross Assets (total Lines 1-7) 9, Funeral Expenses & Administrative Costs (Schedule H) (9) 10. Debts of Decedent, Mortgage Liabilities. & Liens (Schedule I) (10) 11. Total Deductions (total Lines 9 & 10) 12. Net Value of Estate (Line 8 minus Line 11 ) 13. 14. (1) None No~ Non'e None 110,999.45 None 227,449.94 12,819.63 556.33 Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax has not been made (Schedule J) Net Value Subject to Tax (Line 12 minus Line 13) OFFICIAL USE ONLY (8) 338,449.39 (11) 13,375.96 (12) 325,073.43 (13) (14) 325,073.43 SEE INSTRUCTIONS ON REVERSE SIDE FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, or transfers under Sec. 9116(a)(1.2) 267,828.00 X .0 0 (15) 0.00 16. Amount of Line 14 taxable at lineal rate 57,245.43 X .0 45 (16) . 17. Amount of Line 14 taxable at siblinn rate --~-- .. ~ . . 2,576 04 18. Amount of Line 14 taxable at collat;ral rate --~-- ; 'i~ Ii~!' _.____q. 00 Copyright (c) 2000 form software only The Lackner Group, Inc. Form REV-1500 EX (Rev. 6-O0) Decedent's Complete Address: STREET ADDRESS 66 Magaw Avenue CITY STATE ZIP Carlisle PA 17013 Tax Payments and Credits: 1. Tax Due (Page 1 Line 19) 2. Credits/Payments A. Spousal Poverty Credit B. Prior Payments C. Discount 0.00 O) Total Credits ( A + B + C ) (2) 2,576.04 3. Interest/Penalty if applicable D. Interest E. Penalty Total Interest/Penalty ( D + E ) (3) 4, If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT, Check box on Page 1 Line 20 to re~luest a refund (4) 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. (5) A. Enter the interest on the tax due. (SA) B. Enter the total of Line 5 + SA. This is the BALANCE DUE. (5B) Make Check Payable to: REGISTER OF WILLS, AGENT PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: Yes No a. retain the use or income of the property transferred; ~ ~ b. retain the right to designate who shall use the property transferred or its income; ........... c. retain a reversionary interest; or .................................... d. receive the promise for life of either payments benefits or care? 2. If death occurred after December 12, 1982, did decedent transfer property within one year of death without receiving adequate consideration? ................................ ~ ~'] 3. Did decedent own an "in trust for" or payable upon death bank account or security at his or her death? 4. Did decedent own an Individual Retirement Account, annuity, or other non-probate property which contains a beneficiary designation? ................................ ~ ~ IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. 0.00 0.00 0.00 2,576.04 0.00 2,576.04 Under penalties of perjury. I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct and complete. Declaration of preparer other than the personal representative is based on all information of which preparer has any knowledge. NSIBLE FOR FiLiNG RETURN SIGNATUREOFPERSONRESP~ Katherine H. Johnston DATE ~ ~_~ .~f~/ ' ~ 66 Ma aw Avenue ............ SIGNATURE oF PREPARER OTHER THAN I~EPRESENTATIVE Carlisle, PA 17013 /~ / ~ Stephen L. Bloom, Esquire DATE k ~ /~ ~-~ 2100 Longs Gap Road For dates of death on or after July 1, 1994 and before January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 3% [72 P.S. 9116 ia) (1.1) For dates of death on or after January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0% [72 P.S. 9116 ia) (1.1) (ii)]. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1, 2000: The tax rate imposed on the net value of transfers from a deceased child twenty-one years of age or younger at death to or for the use of a natural parent, an adoptive parent, or a stepparent of the child is 0% [72 P.S. 9116 ia) (1.2)]. The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4.5%, except as noted in 72 P.S. 9116(1.2) [72 P.S. 9116(aXl)]. The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is 12% [72 P.S. 9116(a)(1.3)]. A sibling is defined, under Section 9102, as an individual who has at least one parent in common with the decedent, whether by blood or adoption. Copyright (c) PO00 form software only The Lackner Group, Inc. Form REV- 1500 EX (Rev. 6-00) REV- '1508 EX + (1-97) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Robert A. Johnston SCHEDULE E CASH, BANK DEPOSITS, & MISC. PERSONAL PROPERTY 169-12-9442 02/28/2002 FILE NUMBER 21-02-0263 Include the proceeds of litigation and the date the proceeds were received by the estate. All property jointly-owned with the right of survivorship must be disclosed on Schedule F. Capital Salomon 001 1997 Buick DESCRIPTION Assurance, Premium Refund Smith Barney, Financial Management Account #612-00178-16 Century Limited Sedan TOTAk(Alsoenteronline5, RecapituJation) $ (If more space is needed, insert additional sheets of the same size) VALUE AT DATE OF DEATH 2,530.19 102,314.26 6,155.00 110,999.45 ITEM NUMBER Copyright (c) 1996 form software only CPSystems, Inc. Form REV-1508 EX (Rev, 1-97) REV-1510 EX +(1-97) SCHEDULE G INTER-VIVOS TRANSFERS & COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN MISC. NON-PROBATE PROPERTY RESIDENT DECEDENT ESTATE OF FILE NUMBER Robert A. Johnston SS# 169-12-9442 02/28/2002 21-02-0263 This schedule must be completed and filed if the answer to any of questions 1 through 4 on page 2 is yes. DESCRIPTION OF PROPERTY % OF ITEM INCLUDE THE NAME OF THE TRANSFEREE, THEIR DATE OF DEATH DECD'S EXCLUSION TAXABLE VALUE RELATIONSHIP TO DECEDENT AND THE DATE OF TRANSFER. NUMBER ATTACH A COPY OF THE DEED FOR REAL ESTATE. VALUE OF ASSET INTEREST 0F APPLICABLE) 1 Salomon Smith Barney, 227,449.94 227,449.94 Individual Ret irement Account ~/612-60069-12 001 TOTAL (Also enter on line 7, Recapitulation) $ 22 7,449.94 (If more space ~s needed, insert additional sheets of the same s~ze) Copyright (c) 1996 form software only CPSystems, Inc. Form REV-1510 EX (Rev. 1-97) REV- 1511 EX + (1-97) SCHEDULE H COMMONWEALTH OF PENNSYLVANIA FUNERAL EXPENSES & INHERITANCETAX RETURN ADMINISTRATIVE COSTS RESIDENT DECEDENT ESTATE OF Robert A. Johnston SS# 169-12-9442 02/28/2002 FILE NUMBER 21-02-0263 Debts of decedent must be reported on Schedule I. ITEM NUMBER 1 2 3 4 1 2 3 4 DESCRIPTION FUNERAL EXPENSES: Carl Heinemen, Sexton Cremation Society of Pennsylvania Cumberland Crossings, Luncheon Days Inn, Lodging Total of Continuation Schedule(s) ADMINISTRATIVE COSTS: Personal Representative's Commissions Name of Personal Representative(s) Social Security Number(s) / EIN Number of Personal Representative(s) Street Address City State __. Zip Year(s) Commission Paid: Attorney's Fees Stephen L. Bloom, Esquire Family Exemption: (If decedent's address is not the same as claimant's, attach explanation) Claimant Street Address City Relationship of Claimant to Decedent Probate Fees Register of Wills Accountant's Fees Tax Return Preparer's Fees Other Administrative Costs Additional Short Certificates Filing fees for Inheritance Tax The Cumberland Law Journal The Sentinel Publication State Zip Return and Inventory Publication of Legal Notice of Legal Notice TOTAL (Also enter on line 9, Recapitulation) $ (If more space is needed, insert additional sheets of the same size) AMOUNT 30.00 1,323.00 467.50 329.40 3,313.50 6,805.88 362.00 6,00 20.00 75.00 87.35 12,819.63 Copyright (c) 1996 form software only CPSystems, Inc. Form REV- 1511 EX (Rev. 1-97) Estate of: Soc Sec #: 169-12-9442 Date of Death: 02/28/2002 Robert A. Johnston Item Description Continuation of Schedule H-A (Funeral Expenses) Amount 5 George's Florist 6 Grave Opening 7 Hosses, Dinner 8 Internment, Luncheon 9 Jon Black and Cree Clark, Clergy 10 Monument Cleansing 11 Monument 12 Richard Tritt, Organist 13 Transportation Expenses 137.80 475.00 181.03 480.00 175.00 580.00 1,127.28 50.00 107.39 3,313.50 / SCHEDULE I ¢OMMO.WE^LTH OF.E..S~,V^Ni^ DEBTS OF DECEDENT, Robert A Johnston SS FILE NUMBER · ~'/ 169-12- 9442 02/2__~_/2002 21-02-0263 Include unreimbursed medical expenses. ITFIV NUMBEI~ DESCRIPTION 1 Final medical expenses AMOUNT 556.33 TOTAL (Also enter on line 10, Recapitulation) $ 556.33 (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 + (9-00) ESTATE OF Robert A. Johnston SS~/ 169-12-9442 02/28/2002 NUMBEF NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY I. TAXABLE DISTRIBUTIONS [include outright spousal distributions, and transfers under Sec. 9116(a×1,2)] Katherine H. Johnston 66 Magaw Avenue Carlisle, PA 17013 Martha J. Trzepacz 9 Green Valley Road Wallingford, PA 179086 Sarah J. Marsh 6 Meadowbrook Road New Fairfield, CT 06812 Sarah A. Trzepacz 2300 Homestead Drive Silver Springs, MD 20902 Alexander J. Marsh 8511-34 Summer Sweet Lane Raleigh, NC 27612 I1. Do Not List Trustee(s) Spouse Daughter Daughter Granddaughter Grandson FILE NUMBER 21-02-0263 OF ESTATE Life estate in Family Trust $31,692.87 Remainder interest in Family Trust $70,621.39 ENTER DOLLAR AMTS. FOR DISTRIBUTIONS SHOWN ABOVE ON LN. 15 THRU 18, AS APPROPRIATE, ON REV 1500 COVER SHEET NON-TAXABLE DISTRIBUTIONS: A, SPOUSAL DISTRIBUTIONS UNDER SEC. 9113 FOR WHICH AN ELECTION TO TAX IS NOT BEING MADE B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS TOTAL OF PART II - ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV 1500 COVER SHEET (If more space is needed, insert additional sheets of the same size) $ 0.00 Copyright (c) 2000 form software only The Lackner Group, Inc. Form REV- 1513 EX (Rev. 9-00) Estate of: Robert A. Johnston Soc Sec #: 169-12-9442 Date of Death: 02/28/2002 Continuation of Schedule J, Part I (Taxable Bequests) Item Name and Address of Beneficiary # Relationship Amount or Share of Estate Aaron T. Marsh c/o 6 Meadowbrook Road New Fairfield, CT 06812 Grandson Katherine E. Marsh c/o 6 Meadowbrook Road New Fairfield, CT 06812 Granddaughter Emily E. Marsh c/o 6 Meadowbrook Road New Fairfield, CT 06812 Granddaughter REV- 1514 EX + (9-00) ~ ESTATE OF Robert A. Johnston SS~/ 169-12~9442 0~2002 FILENUMBER 21-02-0263 This schedule is to be used for all single life. ioint or successive life estate and term certain calculations. For dates of death prior to ,5-1-89, actuarial factors for single life calculations can be obtained from the Department of Revenue. Specialty Tax Unit. Actuarial factors can be found in IRS Publication 14`57. Actuarial Values, Alpha Volume for dates of death on or after ,5-1-89. Indicate the type of instrument which created the future interest below and attach a copy to the tax return. [] Will ['~ Intervivos Deed of Trust E~ Other - NAME(S) OF NEAREST AGE AT TERM OF YEARS LIFE ESTATE IS .,, LIFE TENANT(S) DATE OF BIRTH DATE OF DEATH PAYABLE Katherine H. Johnston 12/23/19 82 ~-] Life or ~ Term of Years '---] Life or ~ Term of Years '~ Life or [---'J Term of Years r" ILifeOr ~---~ Term of Years 1. Value of fund from which life estate is payable $ 102,314.26 2. Actuarial factor per appropriate table 0.30976 Interest table rate- E~]3 112°1o J---] 6°/° [] 10% ~-~ Variable Rate .5.6 % 3, Value of life estate (Line 1 multiplied by Line 2) NAME(S) OF ! NEAREST AGE AT TERM OF YEARS ANNUITY IS ANNUITANT(S) DATE OF BIRTH DATE OF DEATH PAYABLE ~ Life or ~ Term of Years ~ Life or J'~ Term of Years --] Life or ~ Term of Years ~-~ Life or ~ Term of Years 1. Value of fund from which annuity is payable 2. Check appropriate block below and enter corresponding (number) Frequency of payout - E~ Weekly (52) F~ Bi-weekly (26) ~ Monthly (12) r---J Quarterly (4) ~ Semi-annually (2) Annually (1) Other ( ) 3. Amount of payout per period 4. Aggregate annual payment, Line 2 multiplied by Line 3 5. Annuity Factor (see instructions) Interest table rate- ~ 3 1/2°/o J'~ 6% ~'~ 10°/o [] Variable Rate 0.0 °/o 6. Adjustment Factor (see instructions) 7. Value of annuity - If using 3 1/2%, 6%, 10%, or if variable rate and period payout is at end of period, calculation is: Line 4 x Line 5 x Line 6 If using variable rate and period payout is at beginning of period, calculation is: (Line 4 x Line 5 x Line 6) + Line ~1 0,00 0.00 0.00 0.0000 0.0000 0.00 0.00 NOTE: The values of the funds which create the above future interests must be reported as part of the estate assets on Schedules A through G of this tax return. The resulting life or annuity interest(s) should be reported at the appropriate tax rate on Lines 13, 15, 16, 17 and 18. (If more space is needed, insert additional sheets of the same size) Copyright (c) 2000 form software only T he Lackner Group, Inc. Form REV- 1514 EX (Rev, 9-O0) REV- 1649 EX + (1/97) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF SCHEDULE O ELECTION UNDER SEC. 9113(A) (SPOUSAL DISTRIBUTIONS) FILE NUMBER Robert A. Johnston SS# 169-12-9442 02/28/2002 21-02-0263 Do not complete this schedule unless the estate is making the election to tax assets under Section 9113(A) of the Inheritance & Estate Tax Act. If the election applies to more than one trust or similar arrangement, a separate form must be filed for each trust. This election applies to the Fa. mi l~r Trust (marital, residual A, B, By-pass, Unified Credit, etc.). If a trust or similar arrangement meets the requirement of Section 9113(A), and: a. The trust or similar arrangement is listed on Schedule O, and b. The value of the trust or similar arrangement is entered in whole or in part as an asset on Schedule O, then the transferor's personal representative may specifically identify the trust (all or a fractional portion or percentage) to be included in the election to have such trust or similar property treated as a taxable transfer in this estate. If less than the entire value of the trust or similar property is included as a taxable transfer on Schedule O, the personal representative shall be considered to have made the election only as to a fraction of the trust or similar arrangement. The numerator of this fraction is equal to the amount of the trust or similar arrangement included as a taxable asset on Schedule O. The denominator is equal to the total value of the trust or similar arran~.ement. PART A: Enter the description and value of all interests, both taxable and non-taxable, regardless of location, which pass to the decedent's surviving spouse under a Section 9113 (A) trust or similar arrangement. DESCRIPTION Family Trust under Will of Robert A. Johnston consisting of Salomon Smith Barney assets on Schedule E 1 Part A Total I 102 PART B: Enter the description and value of all interests included in Part A for which the Section 9113 (A) election to tax is bein9~ made, VALUE 102,314.26 1314.26 DESCRIPTION 1 Remainder interest in Family Trust under Will of Robert A. Johnston Copyright (c) 1996 form software only CPSystems, Inc. VALUE (If more space is needed, insert additional sheets of the same size) 70,621.39 Part B Total Form REV-1649 EX (Rev. 1-97) 70,621.39 c:\wp51 \wills\~olmston. ~ht OF ROBERT A. JOHNSTON I, ROBERT A. JOHNSTON, of 66 McGraw Avenue, Carlisle, Cumberland County, Pennsylvania, being of sound and disposing mind, memory and understanding, do make, publish and declare this as and for my Last Will and Testament, hereby revoking and making void any and all former Wills, Codicils, or writings in the nature thereof, by me at any time heretofore made. FIRST: I hereby order and direct my Executor, hereinafter named, to pay all my just debts, funeral expenses, testamentary expenses and all Inheritance, Estate, Transfer and Succession Taxes, as soon as may be conveniently done after my death, out of my residuary estate. SECOND: Marital Trust. If my wife survives me, the Trustee as of my death shall set aside out of the Trust Estate as a separate Trust for her benefit (undiminished to the extent possible by any estate or inheritance taxes or other charges) the smallest pecuniary amount which, if allowed as a federal estate tax marital deduction, would result in the least possible federal estate tax payable by reason of my death. In determining the pecuniary amount the Trustee shall consider the credit for state death taxes only to the extent those taxes are not thereby incurred or increased and shall assume that none of the Family Trust hereinafter established qualifies for a federal estate tax deduction. c: \wp5 ! \wills\.j~hnsl~. The Trustee shall select and allocate the cash, securities and other property, including real estate and interests therein, which shall constitute the Trust, employing for the purpose values current at the time or times of allocation. No property shall be selected as to which a marital deduction would not be allowed if it were distributed outright to my wife, My wife shall have the right by written notice to require the Trustee to convert unproductive property in the Trust to productive property within a reasonable time. The Trust shall be designated the "Marital Trust" and shall be held and disposed of as follows: Section 1: Income. Commencing with my death the Trustee shall pay the income from the Marital Trust in convenient installments, at least quarterly, to my wife during her lifetime. Principal Invasion. Notwithstanding the foregoing, my wife shall have the power, at any time, to request and receive from the Trustee any part or all of the principal or unpaid income of the Trust. Section 2: Election. My Executor may elect to have a specific portion or all of the Marital Trust, herein referred to as the "marital port/on", treated as qualified terminable interest property for federal estate tax purposes. If an election is made as to less than all of the Marital Trust, the specific portion shall be expressed as a fraction or percentage of the Marital Trust and may be defined by means of a formula. I intend that the marital portion shall qualify for the federal estate tax marital deduction in my estate. If the marital portion is less than all of the Marital Trust, at any time during the lifetime of my wife, the Trustee in its discretion, may divide the Marital Trust into two separate Trusts representing the marital and nonmarital portions of the Marital Trust. The two separate Trusts shall be held and disposed of on the same terms and conditions as the Marital Trust, except that the Trustee shall make no invasion of the principal of the nonmarital portion trust so long as any readily marketable assets remain in the marital portion trust. Section 3. Limited Testamentary Power of Appointment. Upon the death of my wife, the principal of the Marital Trust shall be held in Trust hereunder or distributed to or in Trust for such one or more of my descendants and their respective spouses, with such powers and in such manner and proportions as my wife may appoint by her Will, making specific reference to this power of appointment. Default. Upon the death of my wife, any part of the principal of the Marital Trust not effectively appointed shall be added to or used to fund the Family Trust, except that, unless my wife directs otherwise by her Will or revocable Trust, the Trustee shall first pay from the principal of the marital portion, directly or to the legal representative of my wife's estate as the Trustee deems advisable, the amount by which the Estate and inheritance taxes assessed by reason of the death of my wife shall be increased as a result of the inclusion of the marital portion in her estate for such tax purposes. The Trustee's selection of assets to be sold to pay that amount, and the tax effects thereof, shall not be subject to question by any beneficiary. Notwithstanding any other provision of this Will, all income from the Marital Trust accrued or undistributed at the death of my wife shall be paid to her estate. Section 4: Accounts and Compensation. The Trustee shall render an account of trust receipts and disbursements and a statement of assets at least annually to each adult beneficiary then entitled to receive or have the benefit of the income from the Trust. An account is binding on each beneficiary who receives it and on all persons claiming by or through the beneficiary, and the Trustee is released, as to all matters stated in the account or shown by it, unless the beneficiary commences a judicial proceeding to assert a claim within five years after the mailing or other delivery of the account. The Trustee shall be reimbursed for all reasonable expenses incurred in the management and protection of the Trust and shall receive compensation for its services in accordance with its schedule of fees in effect from time to time. The Trustee's regular compensation shall be charged half against income and half against principal, except that the Trustee shall have full discretion at any time or times to charge a larger portion or all against income. Section 5. Sma// Trust Termination and Perpetuities Savings. A corporate Trustee in its discretion may terminate and distribute any Trust hereunder if the corporate Trustee determines that the costs of continuance thereof will substantially impair accomplishment of the purposes of the Trust. The Trustee shall terminate and forthwith c:\wp51 \wil]s\j~hnst~, rhl distribute any Trust created hereby, or by exercise of a power of appointment hereunder, and still held 21 years after the death of the last to die or myself and the beneficiaries in being at my death. Distribution under this section shall be made to the persons then entitled to receive or have the benefit of the income from the Trust in the proportions in which they are entitled thereto, or if their interests are indefinite, then in equal shares. Section 6. Trustee Succession. Any Trustee may resign at any time by written notice to each beneficiary then entitled to receive or have the benefit of the income from the Trust. In case of the resignation, refusal or inability to act of any Trustee acting or appointed to act hereunder, the beneficiary or a majority in interest of the beneficiaries then entitled to receive or have the benefit of the income from the Trust shall appoint a successor Trustee, but no beneficiary or person legally obligated to a beneficiary shall be a successor Trustee. Every successor Trustee shall have all the powers given the originally named Trustee. No successor Trustee shall be personally liable for any act or omission of any predecessor. With the approval of the beneficiary or a majority in interest of the beneficiaries then entitled to receive or have the benefit of the income from the Trust, a successor Trustee may accept the account rendered and the property received as a full and complete discharge to the predecessor Trustee without incurring any liability for so doing. The parent or legal representative of a beneficiary under disability shall receive notice and have authority to act for the beneficiary under this section. No Trustee wherever acting shall be required to give bond or surety or be appointed by or account for the administration of any Trust to any Court. Section 7: Donee's Will. In disposing of any Trust property subject to a power to appoint by Will, the Trustee may rely upon an instrument admitted to probate in any jurisdiction as the Will of the donee or may assume that the power was not exercised if, within 3 months after the death of the donee, the Trustee has no actual notice of a Will which exercises the power. The Trustee may rely on any document or other evidence in making payment under this Will and shall not be liable for any payment made in good faith before it receives actual notice of a changed situation. Section 8: Trustee for Out-of-State Property. If for any reason the Trustee is unwilling or unable to act as to any property, such person or qualified corporation as the Trustee shall from time to time designate in writing shall act as special Trustee as to that property. Any person or corporation acting as special Trustee may resign at any time by written notice to the Trustee. Each special Trustee shall have the powers granted to the Trustee by this Will, to be exercised only with the approval of the Trustee, to which the net income and the proceeds from sale of any part or all of the property shall be remitted to be administered under this Will. THIRD: Family Trust. The Trustee as of my death shall set aside the balance of the trust estate, or all thereof if my wife does not survive me, as a separate Trust. The Trust shall be designated the "Family Trust" and shall be held and disposed of as follows: c: \wp51 \wills\iohn~.lon. Section 1: /ncome. If my wife survives me, then commencing with my death, the Trustee shall pay the income from the Family Trust in convenient installments, at least quarterly, to her during her lifetime. Principal Invasion. The Trustee may also pay to my wife such sums from principal as the Trustee deems necessary or advisable from time to time for her health and maintenance in reasonable comfort, but shall make no invasion of the Family Trust for my wife so long as any readily marketable assets remain in the Marital Trust. No payment made for a child of mine shall be charged against the share hereinafter provided for the child or his or her descendants. Disclaimed Property. A disclaimer by my wife of any part or all of the Marital Trust shall not preclude her from receiving benefits from the disclaimed property in the Family Trust. Section 2: Division. Upon the death of my wife, or upon my death if my wife shall not survive me, I direct my Trustee to make the following division of Family Trust: A. With respect to my grandchildren, I have made a gift to my oldest grandchild, ROBERT M. TRZEPACZ, in the amount of Fifty-five Hundred ($5,500.00) Dollars, in September of 1995, when the Consumer Price Index for U. S. Cities (CPI-U) was 153.2. I wish to make equivalent gifts to each of my other grandchildren, SARAH A. TRZEPACZ, ALEXANDER J. MARSH, AARON T. MARSH, KATHARINE E. MARSH and EMILY E. MARSH. To the extent that I have not made such gifts c :\wp5 ] \wills\.johnst c~. subsequent to the execution of this Will, I direct my Executor to make a gift to each of said grandchildren (or to their guardians to hold for them if they are minors), in an amount equal to Fifty-five Hundred ($5,500.00) Dollars plus any additional sum which shall make said gift equivalent to the spending power of the gift which I gave to ROBERT M. TRZEPACZ, as measured by the Consumer Price Index for U. S. Cities (CPI-U) at the time of my death. B. I direct my Trustee to divide all of the remaining portions of my Trust, including any amounts added thereto from the marital trust, into equal shares to create one share for each then living child of mine and one share for the then living decedents, collectively, of each deceased child of mine. My children are MARTHA JOHNSTON TRZEPACZ of 9 Green Valley Road, Wallingford, Pennsylvania 19086 and SARAH JOHNSTON MARSH, of 6 Meadowbrook Road, New Fairfield, Connecticut 06812. C. Each share created for the descendants of a deceased child shall be distributed per stirpes to those descendants, subject to postponement of possession as provided below. Each share created for a living child shall be held as a separate Trust and disposed of as hereinafter provided. Section 3: Income. The income from a child's share shall be paid in convenient installments, at least quarterly, to the child until complete distribution of the share or his or her prior death. c: \wp51 \wills\johnston. rh~ Principal Invasion. The Trustee may also pay to the child such sums from the principal of his or her share as the Trustee deems necessary or advisable from time to time for his or her health, maintenance in reasonable comfort, education (including postgraduate) and best interests, considering the income of the child from all sources known to the Trustee. Section 4: Right to W/thdraw. AfterdivisionofthefamilyTrustinto shares each of my children may withdraw any part or all of the principal of her share at any time. The value of the share shall be its value as of the child's first exercise of her withdrawal right, plus the value of any subsequent addition as of the date of addition. The Trustee shall make payment without question upon the child's written request. The right of withdrawal shall be a privilege which may be exercised only voluntarily and shall not include an involuntary exercise. Section 5: Testamentary Power of Appointment. If a child dies before receiving her share in full, then upon the death of the child her share shall be held in Trust hereunder or distributed to or in Trust for such appointee or appointees, with such powers and in such manner and proportions as the child may appoint by her will making specific reference to this power of appointment, except that any part of the child's share not subject to withdrawal prior to the death of the child may be appointed only to or for the benefit of any one or more of the child's surviving spouse, the child's descendants and their respective spouses and my descendants (other than the child) and their c: \wp51 \w ills\johnston, ri'4 their respective spouses. For purposes of this Will, the term "spouse" shall include a widow or widower, whether or not remarried. Section 6: Default. Upon the death of a child, any part of her share not effectively appointed shall be distributed per stirpes to her then living descendants, or if none, then per stirpes, to my then living descendants, subject to postponement of possession as provided below, except that each portion otherwise distributable to a descendant of mine for whom a share of the Family Trust is then held hereunder shall be added to that share. Section 7: Postponement of Possession. Each share of the Family Trust which is distributable to a beneficiary who has not reached the age of 21 years shall immediately invest in the beneficiary, but the Trustee shall (a) establish with the share a custodianship for the beneficiary under a Uniform Transfers or Gifts to Minors Act or (b) retain possession of the share as a separate Trust, paying to or for the benefit of the beneficiary so much or all of the income and principal of the share as the Trustee deems necessary or advisable from time to time for his or her health, maintenance in reasonable comfort, education (including postgraduate) and best interests, adding to principal any income not so paid, and distributing the share to the beneficiary when he or she reaches the age of 21 years or to the estate of the beneficiary if he or she dies before receiving the share in full. FOURTH: I designate as my Trustee, SMITH BARNEY PRIVATE TRUST COMPANY, or its successor, to which the following provisions shall apply: 1() c:\wp51 kwills\johnstcn~.rbt Bonding. To the extent permitted by applicable law, no trustee (including any ancillary, special or successor trustee or any person or institution exercising trustee responsibility), however appointed, serving hereunder shall be required, regardless of the jurisdiction, to furnish any bond or other security, to render any court approved annual or other periodic accounting or to obtain the approval of any court before applying, distributing, terminating, selling, delivering to a successor trustee, or otherwise dealing with the Trust Estate. Ancillary Trustee. The Trustee is authorized to appoint a person or qualified corporation (including any Affiliate as defined in paragraph 4) at any time to act as ancillary trustee for the administration of property with respect to which the Trustee shall make the determination, in its discretion, that it is not eligible to act or cannot administer in a practicable manner. The appointment of any such ancillary trustee shall be evidenced by an instrument in writing signed by the Trustee and acknowledged in the same manner as deeds to real estate are required to be acknowledged by the laws of the state in which the trust assets to be administered by the ancillary trustee are then located, and such instrument shall be delivered to the ancillary trustee and a copy shall be filed with the records pertaining to the trust involved. The Trustee may at any time revoke such appointment, such revocation being made in the same manner as the appointment of the ancillary trustee. So long as any such appointment is in effect, any power or authority hereunder which would be exercisable by the Trustee with respect to the assets to be administered by the ancillary trustee, if the Trustee were subject to no restriction or Il c: \wp51 \will.n\john.~lo~. rbt limitation with respect to the administration of such assets, may be exercised by the ancillary trustee, and any action may be taken by the ancillary trustee with the same force and effect as if the Trustee had itself taken such action in the absence of any such restriction or limitation. The ancillary trustee shall be entitled to such compensation as shall be determined from time to time by the Trustee in accordance with customary and usual standards for the services to be performed. Such compensation shall be in addition to any compensation to which the Trustee is entitled under this Trust Agreement. The ancillary trustee shall discharge its duties in accordance with the care, skill and caution required to implement the duties allocated to it under the instrument of appointment. The Trustee shall not be liable to the Trust Estate or the Beneficiaries for any acts or omissions of the ancillary trustee provided the Trustee has itself exercised due care, skill and caution in connection with the appointment to, and retention in, office of the ancillary trustee. Affiliate Services. Settlor recognizes that Smith Barney Private Trust Company is an affiliate of Smith Barney Inc. ("Smith Barney") and an indirect wholly- owned subsidiary of The Travelers Group Inc. and that the members of The Travelers Group Inc. provide services on an ongoing basis to affiliated and unaffiliated fiduciaries and other investors. In connection with the rendering of such services hereunder, the Trustee is authorized, in its sole discretion, to engage the services of Smith Barney Inc. or any of the other direct or indirect subsidiaries of The Travelers Group Inc. and any successor to either of them or the employees of any of them (individually "Affiliate" and 12 c: \wp51 \wills\jolm.~lon.rbt collectively, "Affiliates"), regardless of the capacity in which an Affiliate is acting, and to compensate such Affiliates from the Trust Estate as an expense of trust administration. Without limiting this general authorization, the Trustee is specifically authorized to engage the services of Affiliates to: (i) manage or advise on the investment of the Trust Estate (including the ability to retain managers or advisors on behalf of the Trust Estate and to delegate investment discretion to them); (ii) invest in regulated. investment companies offered or managed by an Affiliate; (iii) act as broker or dealer to execute or effect transactions and to provide other services with respect to the Trust Estate; and (iv) to purchase any securities, instruments of deposit, or other property distributed, underwritten or issued by an Affiliate. Any Affiliate is authorized to charge, receive and/or withhold any compensation (direct or indirect) customarily charged or received by it in comparable transactions and to receive the fees, sales, commissions, spreads, or other compensation payable in connection with such investments without affecting the compensation Agreement. to which the Trustee is otherwise entitled under this In the management of the Trust Estate, the Trustee may receive and retain without accountability to the Trust or any Beneficiaries credit or other compensation from an Affiliate for any services it may perform; exchange services with an Affiliate; or cause or permit the Trust Estate, or any part of it, to be held, maintained or managed in accounts or deposits administered in any jurisdiction, inside or outside the United States of America, and may hold any of the Trust Estate in the name of any Affiliate or a c: \wp51 \wilb\johnalon. rbt nominee of any Affiliate or permit the assets of the Trust Estate to be held in bulk by and commingled with the assets of other customers of the Affiliate. Investment Services: Settlor is aware that the Trustee and its Affiliates offer a variety of investment advisory and consulting services. Settlor acknowledges that: (a) the Trustee may retain one or more Affiliates to provide certain investment advisory and consulting services to the Trust Estate, including, but not limited to, portfolio management, portfolio evaluation and review, custodial, trade execution, and account reporting services (collectively, "Services") (b) the Trustee may, from time to time, alter the particular services being provided by the Affiliate (or Affiliates); (c) the Trustee may obtain investment management or advisory services for the Trust Estate that may differ, in strategic investment style or discipline, from other services (including Affiliate services) selected by the Trustee for other trust accounts administered by it, and that as a result, the performance of the Trust Estate may differ from that of such other accounts; and (d) the Trustee may agree to submit to arbitration any controversies arising between the Trust Estate and any provider of Services (including any Affiliate) retained on behalf of the Trust Estate. If, during Settlor's lifetime, Settlor has selected a particular investment management or advisory service (including an Affiliate service) for management of the Trust Estate, then Settlor expressly authorizes (but not requires) the Trustee in its discretion to continue use of such service in connection with the Trustee's administration of the Trust Estate. (If, during Settlor's lifetime, any person or entity other than Settlor or the Trustee had the power to direct the investment of the Trust Estate (whether acting as 14 c:\wp51 \wills\johnsl~n~.rbt co-trustee, special trustee, powerholder or otherwise), then references to "Settlor" in the preceding sentence shall be read to include all such persons or entities. Affiliate Securities. Any securities of an Affiliate, including but not limited to the common stock of The Travelers Inc., which are held as part of the Trust Estate, shall be held, voted, sold or otherwise disposed of in accordance with the written direction of Settlor and after Settlor's death or incapacity by Trustee. The Trustee shall not be liable to the Trust Estate or any Beneficiary for any loss that might be occasioned by any such direction, or by the failure to give any such direction. The Trustee shall be under no duty to investigate the basis for any direction or any failure to direct. Hazardous Substance. In the event Settlor desires to transfer any real property to the Trustee, Settlor shall certify to the Trustee that (i) such real property does not and will not contain asbestos or other hazardous or toxic substances, wastes or materials ("Hazardous Substances") and (ii) such real property and all operations thereon are in material compliance with applicable statutes, regulations, rules, ordinances and similar requirements of any governmental authority, agency or unit relating to the environment or Hazardous Substances ("Legal Requirements"). If the real property does contain Hazardous Substances or if the real property or operations thereon are not in material compliance with applicable Legal Requirements, prior to any transfer to the Trustee Settlor shall, in accordance with all applicable Legal Requirements, with such assurances as shall be required by Trustee, and at Settlor's sole cost and expense, remove, contain, remediate or abate (Remediate") all Hazardous Substances to the extent 15 c:\wp51 \will,~\j ohn.~to~a. ~bt required by all applicable Legal Requirements, and otherwise bring the real property and operations thereon into compliance with all applicable Legal Requirements. If at any time after the real property has been transferred to the Trustee, any Hazardous Substances are required to be remediated by any applicable Legal Requirements or to otherwise preserve the value of the real property, as the Trustee in its sole discretion shall determine, all costs and expenses, including any penalties, damages and attorneys and consultants fees ("Damages") resulting from the existence or alleged existence of Hazardous Substances, shall be charged against the Trust Estate. Notwithstanding the above, the Trustee need not Remediate any Hazardous Substances which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it by the security afforded to it by the terms of this Trust Agreement, unless and until requested in writing to do so by Settlor during his lifetime or by an adult Beneficiary or lawful guardian of a Beneficiary under legal disability (as defined in paragraph 8) after Settlor's death, from time to time as it may request, with reasonable security and indemnity. Trustee shall have no individual liability for any loss, depreciation in the value of any real property, or any Damages resulting from the actual or alleged presence of Hazardous Substances on or under such property. Settlor (on behalf of himself and, after his death, his personal representatives) agrees to defend, indemnify and hold harmless the Trustee from and against all such Damages or depreciation in value to the extent such cannot be satisfied by the assets of the Trust Estate. c: \wp51 \w/lis\johnston. rbt Trustee shall not be liable for any action taken or omitted to be taken by it in good faith with respect to Hazardous Substances and shall not be liable for any error of judgment made in good faith unless it shall be proved Trustee was grossly negligent in ascertaining the pertinent facts. Trustee may consult with counsel and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered hereunder in good faith and in accordance with such advice or opinion. Compensation. The Trustee shall be compensated in accordance with its published schedule of fees as in effect at the time the services are rendered. The fees may differ throughout the duration of the Trust Estate depending on the various services to be provided by the Trustee. Such compensation may be charged to income or to principal or partly to each in the discretion of the Trustee. For any services performed by it in connection with the Settlor's estate, which services are normally performed by the personal representative, the Trustee shall be entitled to such additional compensation as may be fair and reasonable under the circumstances. The Trustee is authorized to sell property of the Trust Estate to the extent necessary to pay any portion of such compensation which is chargeable against principal or where income is insufficient to fully compensate the Trustee. In addition to the foregoing fees, compensation may be paid to any special or ancillary trustee or to any other person, including an Affiliate, providing services on behalf of the Trust Estate in accordance with the provisions of this Trust Agreement. The Trustee and its Affiliates shall also be entitled to receive and retain from 17 c: \wp.~ 1 \wills\johnsltw~. rht any registered investment company, payments as authorized under Rule 12b-1 of the Investment Company Act of 1940 in connection with the distribution of such entity's securities and any payments designated in the prospectus thereto as sales commissions. Accounting7. The Trustee shall render an account of its receipts and disbursements and a statement of assets (collectively, an "Account") at least annually and at the time of its resignation or removal to each Beneficiary then entitled to receive or have the benefit of the income from the Trust Estate and, upon termination of all or any part of any trust created hereunder, to each Beneficiary receiving a distribution of the Trust Estate. The lawful guardian of a Beneficiary under legal disability shall have authority to act for the Beneficiary hereunder. Unless such Account is objected to in writing within sixty (60) days from the rendition thereof, such Account shall be deemed approved as stated. The approval shall be deemed approved as stated. The approval of such Account as provided herein shall be final and binding, with regard to all matters and transactions stated therein, on all persons, whether in being or not, who are then or thereafter may become entitled to share in either the principal or the income of such Trust Estate, with the same effect as if the Account had been approved by a court having jurisdiction of the subject matter. Nothing contained herein shall preclude the Trustee at any time and from time to time from obtaining a judicial settlement of its Accounts, where a party to the proceeding has the same interest as a person under a disability, it shall not be necessary to serve the person under a disability or his or her lawful guardian. "Lawful guardian" shall mean successively, in the order named, (i) the court-appointed guardian, c :\wp51 \wills\johnskm. fbi committee or conservator of the property, or (ii) the court-appointed guardian, committee or conservator of the person; or (iii) the parent or other adult person having the primary care responsibility for the Beneficiary. Res/gnat/on. Any trustee may resign at any time by giving thirty (30) days prior written notice to the Settlor, if still living, and, after the death of the Settlor, in the case of an ancillary or special trustee, to the Trustee, or, in the case of the Trustee, to the Beneficiary or Beneficiaries then entitled to receive or have the benefit of the income of the Trust Estate. In the event that the corporate Trustee resigns or, pursuant to other provisions of this Agreement, is removed at any time after the Settlor's death, the Beneficiaries shall appoint a bank or trust company, wherever located, having a combined capital and surplus if not less than Two Million Dollars ($2,000,000), as a successor corporate trustee. If the corporate Trustee is removed from office without cause which would be sufficient for a court of competent jurisdiction to remove it therefrom, it shall be entitled to receive such compensation as it would be entitled to receive if every trust with respect to which it has been removed had finally terminated and the property comprised therein had been distributed as of the date of such removal. The lawful guardian of a Beneficiary under legal disability shall receive notice and have authority to act for such Beneficiary under this paragraph. If the Trustee has served notice of resignation as above provided and the Settlor or the Beneficiaries, as the case may be, have not appointed a successor trustee c: \wp51 \will.q\john.q~n. rbt within such 30-day period, the Trustee is authorized to deliver the Trust Estate free of trust to the Settlor or after the Settlor's death, at the expense of the Trust Estate, petition a court of competent jurisdiction to appoint a successor trustee. Any expenses incurred by the Trustee in connection with the transfer of assets to the Settlor or a successor trustee shall be treated as an expense of administration and paid out of the Trust Estate. The Trustee shall not be obligated to deliver the assets of the Trust Estate until its accounts have been settled as provided in paragraph 8. Power to Designate. Anything herein to the contrary, notwithstanding, after the death of the Settlor, the Trustee in its absolute discretion may at any time transfer its rights, titles and duties and the assets of the Trust Estate, in whole or in part, to any trust company Affiliate of the Trustee wheresoever located. The appointment and acceptance of such successor trustee Affiliate shall be evidenced by an instrument in writing signed and acknowledged by the Trustee and the successor trustee, respectively, and shall be filed with the records of the Trust. Choice of Law. This Trust Agreement shall be construed, administered, governed and its validity determined in all respects by the laws of the State of New York, without giving effect to principles of conflicts of law. The Trustee shall hold, manage, care for and protect the Trust Estate and shall have the following powers, exercisable in its discretion, with respect to the Trust Estate, as well as such powers as are now or hereafter conferred by law, except to the extent inconsistent herewith: 2O c: \wp51 \wills\johnslon. rht To sell at public or private sale, wholly or partly for cash or on credit, contract to sell, grant or exercise options to buy, convey, transfer, exchange, insure or lease (for a term within or extending beyond the term of any trust created hereunder) any real or personal property of the Trust Estate and any reinvestments thereof, and to partition, dedicate, grant easements in or over, subdivide, improve, and remodel, repair, or raze improvements on any real property of the Trust Estate, and in general to deal otherwise with the Trust Estate in such manner, for such prices, and on such terms and conditions as any individual might do as outright owner of the property; To borrow money at interest rates then prevailing from any individual, bank, or other source (including any Trustee or an Affiliate) or renew any existing indebtedness and to create security interests in the Trust Estate by mortgage, pledge or otherwise, including but not limited to the purchase of securities and other investments on margin; To invest and reinvest in bonds, common or preferred stocks, notes, debentures, real estate mortgages, other evidences of indebtedness, bank deposits, warrants, common trust funds established by the Trustee, shares of regulated investment companies (including any regulated investment companies distributed or managed by an affiliate of Trustee), currencies, partnership interests (whether general, special or limited), or other securities or property, real or 21 ¢: ~wp51 \wills\jo~n.sto~. fro! personal, domestic or foreign, without being limited by any statute or rule of law governing investments by trustees; To make allocations, divisions, and distributions of the Trust Estate in cash or in kind, or partly in each; to allocate different kinds of disproportionate shares of property or undivided interests in property among the beneficiaries or separate trusts, without liability for, or obligation to make compensating adjustments by reason of, disproportionate allocations of unrealized gain for federal income tax purposes and without regard to the income tax basis of specific property and to determine the value of any property so allocated, divided, or distributed; To exercise or refrain from exercising in person or by general or limited proxy all voting and other rights, powers, and privileges and to take all steps to realize all benefits with respect to stocks or other securities, including the exercise or sale of any subscription or conversion rights; and to enter into or oppose, alone or with others, voting trusts, mergers, consolidations, foreclosures, liquidations, reorganizations, or other changes in the financial structure of any corporation; To cause any security or other property to be held or registered without disclosure of any fiduciary relationship, in the name of the Trustee or an Affiliate, in the name of a nominee of either, in bulk in a central depositary with the assets of other customers of the Trustee of the Affiliate, in book-entry form or in unregistered form; c:\v~p51 \wiHs\)ohnaton.rbt To appoint and compensate from the Trust Estate such accountants, depositories, brokers, investment advisers (with or without full discretionary powers), attorneys, attorneys-in-fact, and agents as the Trustee may, in its sole discretion, deem advisable, rely on their advice without independent investigation, and pay from the Trust Estate all expenses incurred in the administration, investment and protection of the Trust Estate. To compromise, contest, prosecute or abandon any claim in favor of or against the Trust Estate; To lend money to, and to purchase property from, the personal representative of Settlor's estate and retain it for any period of time without limitation, and without liability for loss or depreciation in value, notwithstanding any risk, unproductivity, or lack of diversification; To commingle for investment purposes the property of any trust established hereunder with the property of any other trust held hereunder, allocating to each trust an undivided interest in the commingled property; TO elect, pursuant to the terms of any employee benefit plan, individual retirement plan or insurance contract, the mode of distribution of the proceeds thereof, and no adjustment shall be made in the interests of the beneficiaries to compensate for the effect of the election; To take such action in collecting the proceeds of any life insurance payable to the Trustee (after deducting all charges by way of advances, loans or otherwise) c:\wpSl~wills\johnslon.rb! as the Trustee deems advisable, paying the expense thereof from the Trust Estate, but the Trustee need not enter into any litigation to enforce payment on a policy until indemnified to its satisfaction against all expenses and liabilities which might result therefrom; the receipt of the Trustee for such proceeds shall release an insurance company from liability on a policy, and an insurance company shall be under no duty to see to the application of such proceeds; To execute instruments of any kind, including instruments containing covenants and warranties binding upon and creating a charge against the Trust Estate and containing provisions excluding personal liability; and Powers. To take such action in collecting the proceeds of any life insurance policy payable to the Trustee (after deducting all charges by way of advances, loans or otherwise, for which the Trustee shall not seek reimbursement) as the Trustee deems best, paying the expense thereof from the Trust property, but the Trustee need not enter into or maintain litigation to enforce payment on a policy until indemnified to its satisfaction against all expenses and liabilities which might result therefrom; the insurance company shall not take notice of the provisions of this Will or see to the application of the proceeds, and the Trustee's receipt to the insurance company shall be a complete release for any payment made; To inspect and monitor business and real property (whether held directly or through a partnership, corporation, trust or other entity) for environmental conditions or 24 of the Trust, discharges. possible violations of environmental laws; to remediate environmentally damaged property or to take steps to prevent environmental damage in the future, even if no action by public or private parties is currently pending or threatened; to abandon or refuse to accept property which may have environmental damage; the Trust may expend Trust property to do the foregoing and no action or failure to act by the Trustee pursuant to this paragraph shall be subject to question by any beneficiary; and To perform other acts necessary or appropriate for the proper administration execute and deliver necessary instruments and give full receipts and LASTLY: I nominate, constitute and appoint my wife, KATHERINE FI. JOFINSTON, to be the Executrix of this my Last Will and Testament. In the event that my said wife KATFIERINE FI. JOHNSTON, shall be unable to serve as Executrix for any reason, I appoint, my daughter, MARTHA JOHNSTON TRZEPACZ, of Wallingford, Pennsylvania, and my daughter, SARAH JOHNSTON MARSH, of New Fairfield, Connecticut, as Co-Executrices. No Executor or Executrix shall be required to file bond in this or any other jurisdiction. IN WITNESS WHEREOF, I SIGNED, SEALED, PUBLISHED and DECLARED in the presence of: have hereunto set my hand and seal this , 1996. Robert ,~lJohnston c: \wp51 \wills\johnsl(~. rb! COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND ss I, ROBERT A. JOHNSTON, Testator, whose name is signed to the attached or foregoing instrument, having been duly qualified according to law, do hereby acknowledge that I signed and executed the instrument as my Last Will; that I signed it willingly; and that I signed it as my free and voluntary act for the purposes therein expressed. Sworn or affirmed to and acknowledged Joefore me, by ROBERT A. JOHNSTON, the Testator, this ~ O ~ day of ¢-Jl~x.L~. _,~ , 1996. Robec~-A. Johnston, Testator Notary Public ~ SUSAN M. P,A~EY, Nm~y Pu~c ~y Commissio~ ~ ~ 6, 1999 c:\wp51 \wills\johnston. fbi COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND SS We, James D. Flowert Jr. and Merlene Marhevka the witnesses whose names are signed to the attached or foregoing instrument, being duly qualified according to law, do depose and say that we were present and saw Testator sign and execute the instrument as his Last Will; that he signed willingly and that he executed it as his free and voluntary act for the purposes therein expressed; that each of us in the hearing and sight of the Testator signed the Will as witnesses; and that to the best of our knowledge the Testator was at that time 18 or more years of age, of sound mind and under no constraint or undue influence. Sworn or affirmed to and subscribed to before me by James D. /'~ __ and Merlene Marhevka this c~O(:~dayof ~l.z~ , 1996. Flower 27 Jr. Robert A. Johnston Date of Death Value As of February 28, 2002 Stocks Bonds Cash Total Security Symbol Quantity High Chevron Texaco Corp CVX 154 Conoco Inc COC 256 Cooper Cameron Corp CAM 75 General Motors Corp GMH 300 Motorola Inc DE MOT 450 Schering Plough Corp SGP 200 Worldcom Inc WCOM 225 Worldcom Inc GA New MCI Group MCIT 9 FHLMC DTD 10/01/93 Maty 02/15/07 10000 General Motors Maty 05/05/03 20000 Mattel Inc DTD 7/24/98 Maty 07/15/03 15000 Closing Cash Balance 14033.38 $ 85.400 $ 28.100 $ 46.47O $ 15.170 $ 13.450 $ 34.70O $ 7.750 $ 6.980 $ 100.220 $ 103.779 $ 99.261 $ 1.ooo Low $ 84.280 $ 27.600 $ 44.75O $ 14.300 $ 12.830 $ 34.200 $ 7.479 $ 6.650 $ 100.220 $ 103.779 $ 99.261 $ 1.ooo Average $ 84.840 $ 27.85O $ 45.610 $ 14.735 $ 13.140 $ 34.45O $ 7.615 $ 6.815 $100.220 $103.779 $ 99.261 $ 1.ooo Value $ 13,065.36 $ 7,129.60 $ 3,42O.75 $ 4,420.50 $ 5,913.00 $ 6,890.00 $ 1,713.38 $ 61.34 $ 10,022.00 $ 2O,755.80 $ 14,889.15 $ 14,033.38 $ 102,314.26 Kelley Blue Book Used Car V' 's Page 1 of 2 Blue Book New Car Pricing Build a Car Incentives "y Car's V--a~U~'~ Used Car Retail Buy a New Car Buy a Used Car Sell Your Car Motorcycles Rnancing Insurance Lemon Check Warranties Accessories Car Reviews Car Previews Decision Guides Advice About: kbb Home The Trusted Resoun:e Click on the image above to visit this advertiser Blue Book Private Party Report Pennsylvania · March 19, 2002 1997 Buick Century Custom Sedan 4D Engine: V6 3.1 Liter Trans: Automatic Drive: Front Wheel Drive Mileage: 63,537 Buy a New Car BUy a Used Car List Your Car For Sale Online Financing Quote Insurance Quote warranty Quote Payment Calculator Equipment Air Conditioning Power Steering Power Windows Power Door Locks Tilt Wheel AH/FH Stereo Cassette Dual Front Air Bags ABS (4-Wheel) Consumer Rated Condition: Good "Good" condition means that the vehicle is free of any major defects. The paint, body and interior have only minor (if any) blemishes, and there are no major mechanical problems. In states where rust is a problem, this should be very minimal, and a deduction should be made to correct it. The tires match and have substantial tread wear left. A clean title history is assumed. A "good" vehicle will need some reconditioning to be sold at retail; however major reconditioning should be deducted from the value. Host recent model cars owned by consumers fall into this category. Private Party Value $6,155 Private Party value represents what you might expect to pay for a used car when purchasing from a private party. It may also represent the value you might expect to receive when selling your own used car to another private party. Robert Johnston, IRA Date of Death Value As of February 28, 2002 Stocks Bonds Security Aol Time Warner AOL 200 AT&T Corp T 200 Andrew Corp DE ANDW 400 Becton Dickinson & Co BDX 175 Black & Decker Corp BDK 135 Burlington Northern Corp BNI 150 Cisco Sys Inc CSCO 200 Fleetboston Financial Corp FBF 200 Gillette Co G 200 Guidant Corp GDT 200 Honeywell Intl Inc HON 175 Kellogg Co K 200 Merck & Co Inc MRK 175 SBC Communications Inc SBC 200 Schedng Plough Corp SGP 200 Sun Microsystems Inc SUNW 250 Vedzon Communications VZ 125 Woddcom Inc WCOM 400 General Motors DTD 03/10/99 15000 Northern Telecom DTD 09/01/93 10000 Shawmut Bank DTD 02/14/95 10000 Fedex Corp DTD 02/12/01 10000 Symbol Quantity High $ 25.5OO $ 15.800 $ 17.650 $ 37.3OO $ 49.75O $ 29.64O $ 14.990 $ 33.950 $ 34.5O0 $ 42.900 $ 38.500 $ 34.550 $ 61.740 $ 38.680 $ 34.700 $ 8.890 $ 48.100 $ 7.750 $100.067 $ 92.571 $ 111.000 $104.047 Low $ 24.150 $ 15.410 $ 16.680 $ 36.100 $ 48.120 $ 28.800 $ 14.240 $ 33.120 $ 33.750 $ 41.400 $ 37.410 $ 34.550 $ 6O.650 $ 37.75O $ 34.200 $ 8.420 $ 46.8O0 $ 7.479 $ 100.067 $ 92.571 $ 111.000 $ 104.047 Average $ 24.825 $ 15.605 $ 17.165 $ 36.7OO $ 48.935 $ 29.220 $ 14.615 $ 33.535 $ 34.125 $ 42.150 $ 37.955 $ 34.550 $ 61.195 $ 38.215 $ 34.450 $ 8.655 $ 47.450 $ 7.615 $100.067 $ 92.571 $111.000 $104.047 Value $ 4,965.OO $ 3,121.00 $ 6,866.0O $ 6,422.5O $ 6,6O6.23 $ 4,383.0O $ 2,923.OO $ 6,7O7.0O $ 6,825.00 $ 8,43O.OO $ 6,642.13 $ 6,910.00 $ 10,709.13 $ 7,643.O0 $ 6,89O.OO $ 2,163.75 $ 5,931.25 $ 3,045.80 $ 15,010.05 $ 9,257.10 $ 11,100.00 $ 10,404.70 Cash Total GNMA DTD 05/01/76 FHLMC DTD 09/01/82 Closing Cash Value Robert Johnston, IRA Date of Death Value As of February 28, 2002 25000 $ 105.571 $ 25000 $ 107.404 $ 21250.56 $ 1.000 $ 105.571 $ 105.571 $ 26,392.75 107.404 $ 107.404 $ 26,851.00 1.000 $ 1.000 $ 21,250.56 $ 227,449.94 STEPHEN L. BLOOM .'\I'TORNI,:5' :\NI) COUNSI,iI.I.()R AT ]..,\W 2100 l. ongs (;ap Road Carlisle, Pen nsvlvania 1 7()'1 3, Tel 717-249-7717 F'cdcral I:.IN 25 185 1818 Invoice submitted to: Johnston, Robert Alexander Estate 66 Magaw Avenue Carlisle, PA 17013 Katherine H Johnston, Executrix April 17, 2002 In Reference To: Estate Administration Invoice #886 Professional Services 3/5/02 SLB 3/8/02 SLB 3/5/02 PL 3~8~02 PL 3/11/02 SLB 3/13/02 PL 3/14/02 SLB PL Preliminary preparations for estate administration Conference with client and continue preliminary preparations for probate of estate Initial administrative matters Initial Estate Administration consultation with Executrix; Prepare exhibits for filing with Petition for Grant of Letters Testamentary Evaluation and analysis of Marital and Family Trust provisions of Last Will and Testament, and preliminary analysis of Pennsylvania Inheritance Tax consequences of required distributions to Family Trust rather than to surviving spouse outright; Draft memorandum to file re same Preparation of Petition for Grant of Letters Testamentary and required Estate Information Document Appearance at Register of Wills Office to present Petition for Grant of Letters and related documents Conference with Mrs. Johnston and probate matters Hrs/Rate 0.17 185.00/hr 1.60 185.00/hr 0.17 105.00/hr 0.83 105.00/hr 1.26 185.00/hr 0.33 105.00/hr 0.30 185.00/hr 0.67 105.00Ih r Amount 30.83 295.79 17.50 87.50 233.82 35.00 55.50 70.00 PR.\( TI( ,\1. (i()l'N5,1.:l. ,I, (~IIRISTI..\N pl.;RSi~i.;¢;TiVi, Johnston, Robert Alexander Estate 3/15/02 SLB PL 3/18/02 SLB 3/19/02 SLB Review and analyze existing estate planning documents (Last Will and Testament, Power of Attorney and Durable Medical Power of Attorney); Finalize correspondence to Mrs. Johnston Conference with Deputy Register of Wills re Letters Testamentary; Correspondence; Prepare Legal Notices for publication Telephone consultations with client; Review Salomon Smith Barney account information and transfer matters Administrative matters re Trust under Will PL 3/20/02 PL 3/22/02 PL 3/27/02 SLB 3/26/02 PL 3/27/02 PL 4/3/02 SLB 4~4~02 SLB 4/3t02 PL 4/4/02 PL Administrative and estate accounting matters re Trust; Telephone conference with Mr. Monte at Salomon Smith Barney re Trust and asset transfer matters; Correspondence to Mr. Monte re same Telephone conference with Mr. Monte at Salomon Smith Barney re individual accounts and asset transfer to estate account and family trust; Review correspondence from Salomon Smith Barney; Telephone conference with Mrs. Johnston Telephone conference with Mr. Monte of Salomon Smith Barney re transfer of IRA assets Review information from Salomon Smith Barney; Telephone consultation with client; Draft memorandum to file Telephone conference with Salomon Smith Barney; Review date of death account valuation information received from Salomon Smith Barney Administrative and estate accounting matters re Trust; Telephone conference with Mr. Monte re same Evaluation and analysis of Trustee documentation and correspondence provided by Salomon Smith Barney Render opinion and preparation of correspondence with Salomon Smith Barney re fiduciary succession matters under Trust provisions of Last Will and Testament; Preliminary evaluation of possible alternative trustees Conference with Mr. Bloom re trustee resignation issues; Telephone conference with Mrs. Johnston Consult with Mr. Bloom re potential successor Trustees; Telephone conference with Mrs. Johnston re Aetna Insurance claim and Affidavit of Domicile; Correspondence to Mrs. Johnston re same; Telephone conferences with Orrstown Bank, F&M Trust, Sentry Trust and Community Trust Co. re fiduciary fee schedules and capitalization data Hrs/Rate 0.51 185.00/hr 1.50 105.00/hr 0.29 185.00/hr 0.46 185.00/hr 0.75 105.00/hr 0.33 10500/hr 0.08 105.00/hr 0.22 185.00/hr 0.17 105,00/hr 0.33 105.00Ih r 0.36 185.00/h r 1.46 185.00/hr 0.17 105.00/hr 0.75 105.00/hr Page 2 Amount 93.78 157.50 53.60 84.64 78.75 35.00 8.75 40.08 17.50 35.00 66.81 269.48 17.50 78.75 I;'R,\("I'I(]..\I. (]()l .";F,I.:I. ,t, (illltl.C,'l'l,'\N Johnston, Robed Alexander Estate 4/15/02 SLB 4/11/02 PL 4/12/02 PL Evaluation and analysis of alternative Trustee fee schedules and minimum capitalization requirements; Projected fiduciary fee calculations; Correspondence with Executrix re same Telephone conference with Executrix re Shod Certificate and Affidavit of Domicile; Telephone conference with Register of Wills re Short Certificates Obtain Shod Certificate from Register of Wills Office 4/16/02 SLB Review Proof of Publication of required Legal Notice (The Cumberland Law Journal) For professional services rendered Additional Charges: 3/14/02 Probate Fee - Register of Wills of Cumberland County 3/15/02 Publishing Fee - Legal Notice - The Cumberland Law Journal 4/12/02 Additional Short Certificate - Register of Wills of Cumberland County Total costs Total amount of this bill Balance due Hrs/Rate 1.53 185.00/hr 0.10 105.00/hr 0.17 105.00/h r 0.03 185. O0/h r 14.54 . Page 3 Amount 282.74 10.50 17.50 5.24 $2,17906 36200 75.00 6.00 $443.0O $2,622 06 $2,622.O6 PAYABLE UPON RECEIPT - THANK YOU I)P,,'\(:TIf:,'\I. (:()tTN.'4,1.~I. ,I, (':III~.IS'¥1/\N PI'~RSPI.:(;'I'I\'I~ STEPHEN L. BLOOM :\TTORN[.~Y A NI) C()UNSI.~I,L()R AT I,AW 2100 ],ongs (-;ap Road Carlisle, Pennsylvania 17013, Tel 717-249-7717 l:cdcral 1,;IN 25-1851818 Invoice submitted to: Johnston, Robert Alexander Estate 66 Magaw Avenue Carlisle, PA 17013 Katherine H. Johnston, Executrix July 08, 2002 In Reference To: Estate Administration/Trust Matters Invoice #975 Professional Services 4/17/02 - 7/8/02 4/19/02 SLB 4/29/02 SLB 5/13/02 SLB 5/14/02 SLB PL 5/17/02 SLB 5/16/02 PL 5120102 PL Telephone consultation with client (Mrs. Johnston); Prepare file memorandum; Trust matters Telephone consultation with client; Draft memorandum to file Telephone consultation with client; Draft memorandum to file Administrative and estate accounting matters; Trust Matters; Correspondence with Salomon Smith Barney; Inheritance tax matters Conference with Mr. Bloom re Trustee Succession matters; Telephone conference with Salomon Smith Barney re same, and transfer of assets to Successor Trustee; Correspondence and documentation re coordination of same Administrative and trust matters; Correspondence with Successor Trustee Telephone conferences and correspondence with client and Orrstown Bank Telephone conferences with Mrs. Johnston; Telephone conference with Orrstown Bank Trust Officer (Mr. Gerlach) re successor trusteeship; Conference with Mr. Bloom re same; Correspondence with Mr. Gerlach re trust matters Hrs/Rate 0.35 185.00/hr 0.17 185.00/hr 0.14 185.00/hr 1.21 185.00/hr 1.17 105.00/hr 0.23 185.00/hr 0.08 105.00Ih r 1.00 105.00/hr Amount 64.24 32.22 25.69 224.26 122.50 42.91 8.75 105.00 ])I{,'\(:'I'I(:AI.(:¢)t'NSI.:I, ,I, (:IIRIS'FIAN PI,:RSI~I.:(:Ti\,F; Johnston, Robert Alexander Estate 5/22/02 PL 5/31/02 PL 6/5/02 PL 6/7/02 PL 6/18/02 PL SLB 6/24/02 SLB Administrative and estate accounting matters; Preparation of Pennsylvania Inheritance Tax Return and Schedules, including future compromise/life estate actuarial calculations re valuation of income and remainder interests in Trust Telephone conference with Executrix; Preparation of accounting and Inheritance Tax information; Telephone conference with Orrstown Bank re information requested from Trust Officer (Mr. Gerlach); Preparation for resignation of trustee and appointment of successor Review correspondence received from Trust Officer at Orrstown Bank (Mr. Gerlach) re appointment of successor trustee and transfer instructions Preparation of draft Notice of Resignation and Appointment of Successor Trustee Review and revise Notice of Resignation of Trustee and Appointment of Successor Trustee; Correspondence with Salomon Smith Barney re same Preparation of Trustee transitional documents; Finalization of same; Review requirements re Receipt and Release Telephone consultation with client; Administrative matters 6/21/02 PL Trustee Succession Matters; Correspondence with Executrix; Telephone conference with Executrix; Preparation of Correspondence and required Notices to Beneficiaries 6/25/02 PL Telephone conference with Sentinel re status of requested publication of Legal Notice; Correspondence re same; Review correspondence from Register of Wills re Certification of Notice to Beneficiaries; Telephone conference with Register of Wills re same; Prepare required Certification of Notice and Correspondence for filing of same with Register of Wills For professional services rendered Previous balance 4/24/02 Payment - thank you Total payments and adjustments Balance due Hfs/Rate 7.00 105.00/hr 3.58 105.00Ih r 0.08 105.00/hr 1.00 105.00/hr 1.42 105.00/hr 1.42 185.00/hr 0.08 185.00/hr 2.50 105.00/hr 0.83 105.00/hr 22.26 Page 2 Amount 735.00 376.25 8.75 105.00 148.75 262.08 15.42 262.50 87.50 $2,626.82 $2,622.O6 ($2,622.06) ($2,622.06) $2,626.82 DR,,\CTI¢;AI. (~()i:NSi,~i, ,t, (~HRISTIAN ]~I':RSPI.~CTIVE STEPHEN L. BLOOM .\'l"l'() R, N I:. Y .\ N l) (:() I,' N S l:,l,I.()l/..\'1' I,.\ \\; (~arlislc, Pennsylvania I 71) 1 3,'1'cl 717-249-7717 I"cdcral I".IN 25 I~451818 Invoice submitted to: Johnston, Robert Alexander Estate 66 Magaw Avenue Carlisle, PA 17013 Katherine H. Johnston, Executrix November 26, 2002 In Reference To Estate Administration/Trust Matters (Final Billing) Invoice #1089 Professional Services 7/8/02 SLB Telephone consultation with client 7/9/02 SLB PL 7/10/02 PL Review executed trustee succession documents; Preparations for succession Preparation for execution of trust transfer; Correspondence re same Preparation of Receipt and Release re Trust under Will 7/16/02 SLB Finalize Receipt and Release re Trust 7/22/02 SLB Review Proof of Publication of Legal Notice - The Sentinel 7~24~02 SLB 7/25/02 SLB 2 PL Administrative and trust transfer matters; Telephone conference with client Finalize correspondence with Salomon Smith Barney Review Proof of Publication and receipt re legal notice from The Sentinel I)R.'\f'TI(t.\I.(7()I'N:~I';I. + ('IIRI:','I'I.\N Hrs/Rate 008 185.00/hr 0.08 185.00/hr 0.42 105.00/hr 0.50 105.00/hr 0.25 185.00/hr 0.08 185.00/hr 0.17 185.00/hr 0.09 185.00/h r 017 105.00/hr Amount 1542 15 42 43 75 5250 4625 1542 30.83 17 11 17 5O Johnston, Robert Alexander Estate 7~24~02 PL 7~25~02 PL 7~29~02 PL 8~27~02 PL Review executed Acknowledgement and Acceptance of Successor Trustee; Administrative matters re same Preparation of correspondence to Mr. Monte at Salomon Smith Barney re asset transfer to Successor Trustee; Assemble additional information required by same; Telephone conference with Salomon Smith Barney re status of trust account assets and transfer of same; Telephone message to Executrix; Preparation of additional information requested by Successor Trustee Telephone conference with Executrix re transfer documents sent by Salomon Smith Barney Administrative and estate accounting matters 8/15/02 PL 8/28/02 PL Telephone conference with Mr. Monte at Salomon Smith Barney to confirm transfer of trust assets: Telephone conference with Orrstown Bank to confirm receipt of same Correspondence with Mr. Gerlach at ©rrstown Bank 8/29/02 PL Administrative and estate accounting matters SLB Evaluation and analysis of status of estate and trust matters 8/30/02 PL 9~3~02 PL SLB 9/6/02 PL Telephone conference with Executrix re status of administration and additional expense information Preparation of Pennsylvania Inheritance Tax Return and Schedules; Telephone conference with Department of Revenue re same Evaluation and analysis of Inheritance Tax matters including applicability of requirement to file tax compromise regarding valuation of future interest in trust and section 9113 election; Office conference with paralegal re same Review correspondence from Mr. Gerlach re Trust matters 10/24/02 SLB Review correspondence and documents 10/25/02 SLB Preparation of Pennsylvania Inheritance Tax Return and Schedules 10/17/02 PL Telephone conference with Executrix re Inheritance Tax Return matters; Review expense information; Correspondence with Executrix ..Hrs/Rate 017 105,00/hr 1.67 105.00/hr 0.25 105.00/hr 0.08 105.00/h r 0.25 105 00/h r 0.33 105.00/hr 0.17 105.00Ih r O17 185 00/hr 0.17 105.00/hr 2.50 10500/hr 2.50 185.00/hr 0.17 105.00/hr 0.08 18500/hr 0.33 18500/hr 0.42 10500/hr Page 2 Amount 1750 175,00 26.25 8.75 26.25 35.00 17 50 3083 17 50 26250 46250 17 50 15.42 61 92 43 75 ])I{,'\f:TIC'AI. ('()[:NSI:.I. ,~ ('Itl,tlS'I'I/\N Johnston, Robert Alexander Estate 11/5/02 PL 11/11/02 PL Continued preparation of Pennsylvania Inheritance Tax Return, Schedules and Exhibits re same Preparation of Inheritance Tax Return Schedule O 11/22/02 SLB 11/25/02 SLB 11/22/02 PL 11/26/02 PL PL Actuarial valuation of life interest and remainder for Inheritance Tax calculation Preparation of Inheritance Tax Return and Schedules Preparation of Pennsylvania Inheritance Tax Return, Schedules and Exhibits, including actuarial calculations regarding taxable portion of trust remainder interest Finalize Inheritance Tax Return and Inventory and prepare for execution and filing of same Reserve for final administrative matters Subtotal of charges Credit for Courtesy Discount For professional services rendered Additional Charges 7/23/02 Publishing Fee - Legal Notice - The Sentinel Total costs 7~22~O2 Total amount of this bill Previous balance Payment - thank you Total payments and adjustments Balance due Hrs/Rate 4.50 105.00/hr 0.17 105.00/hr 0.30 185.00/hr 0.79 185.00/hr 4.67 105.00/hr 600 105.00/hr 2.00 105.00/h r 29.53 Page 3 Amount 472.50 17 50 5550 14661 490.00 630 00 210.00 $3,494.48 ($1,494.48) $2.000 00 8735 $87 35 $2,087 35 $2,62682 ($2,626.82) ($2,626.82) $2,08735 PAYABLE UPON RECEIPT - THANK YOU [)It,'\(:TIf',.\I.(J()I'N¢I.:i. ,~ (:III,tI.";,TI,,\N Register of Wills of CUMBERLAND INVENTORY County, Pennsylvania Estate of Robert A. Johnston also known as , Deceased No. 21-02-0263 Date of Death 02/28/2002 Social Security No. 169 - 12 - 9442 Katherine H. Johnston, Personal Representative(s) of the above Estate, deceased, verify that the items appearing in the following Inventory include all of the personal assets wherever situate and all of the real estate in the Commonwealth of Pennsylvania of said Decedent, that the valuation placed opposite each item of said Inventory represents its fair value as of the date of the Decedent's death, and that Decedent owned no real estate outside of the Commonwealth of Pennsylvania except that which appears in a memorandum at the end of this Inventory. I/We verify that the statements made in this Inventory are true and correct. I/We understand that false statements herein are made subject to the penalties of 18 Pa. C.S. Section 4904 relating to unsworn falsification to authorities. Name of Attorney: I.D. No.: Address: Personal Representative Stephen L. Bloom, Esquire Signature: Kat~herine H. Johnston - 49811 Signature: 2100 Longs Gap Road Carlisle, PA 17013 Telephone: 717/249-7717 Address: 66 Macaw Avenue Carlisle, PA 17013 Telephone: 717/249- 6080 Dated: Description (See continuation page(s) attached) Value (Attach additional sheets if necessary) Total: 110,999.45 NOTE: The Memorand~Jm of real.e~e outside the Commonwealth of Pennsylvania may, at the election of the personal representative, include the value of each item, but such figures should not be extended into the total of the Inventory. Prepared by the Pennsylvania Bar Association Copyright (c) 1996 form software only CPSystems, Inc. Form tfltRW-7 (1992) Estate of: Date of Death: County: INVENTORY Robert A. Johnston o2/28/2002 Cumberland CASH: Capital Refund Assurance, Premium Salomon Smith Barney, Financial Management Account #612-00178-16 001 2,530.19 102,314.26 104,844.45 PERSONAL PROPERTY: 1997 Buick Century Limited Sedan 6,155.00 TOTAL RECEIPTS OF PRINCIPAL ............... 6,155.00 110,999.45 REGISTER OF WILLS OF CUMBERLAND COUNTY STATUS REPORT UNDER RULE 6.12 (For Resident Decedents Dying After July 1, 1992) Name of Decedent: ROBERT A. JOHNSTON Date of Death: February 28, 2002 File No.: 21-02-0263 Social Security No.' 169-12-9442 Pursuant to Rule 6.12 of the Supreme Court Orphans' Court Rules, I report the following with respect to completion of the administration of the above-captioned estate: 1. State whether administration of the estate is complete: Yes X No 2. If the answer is No, state when the personal representative reasonably believes that the administration will be complete: N/A. 3. If the answer to No. 1 is Yes, state the following: a. Did the personal representative file a final account with the Court? Yes No X bo The separate Orphans' Court No. (if any) for the personal representative's account is: N/A. c. Did the personal representative state an account informally to the parties in interest? Yes No X Date: March 12, 2003 Copies of receipts, releases, joinders and approvals of formal or informal accounts may be filed with the Clerk of the Orphans' Court and may be attached to this report. Signature: _~~-- ~ Address: Stephen L. Bloom, Esquire 210ff Longs Gap Road Carlisle, PA 17013 (717) 249-7717 Counsel for Personal Representative C :\LAS\Estates\ 10310- I statrpt. 1 BUREAU OF TNDZVZDUAL TAXES INHERITANCE TAX DIVISION DEPT. 280601 HARRISBURG, PA 17128-06al COHNONWEALTH OF PENNSYLVANIA DEPARTHENT OF REVENUE NOTICE OF INHERITANCE TAX APPRAZSENENT, ALLO#ANCE OR DZSALLONANCE OF DEDUCTIONS AND ASSESSHENT OF TAX REV-16~? EX AFP C~l-OS) STEPHEN L BLOON ESQ 2100 LONGS GAP RD CARLISLE PA 17013 DATE 03-10-2003 ESTATE OF JOHNSTON BATE OF DEATH 02-28-2002 FILE NUNBER 21 02-0263 COUNTY CUNBERLAND ACH 101 I Aeoun~ Remi{~ad ROBERT HAKE CHECK PAYABLE AND RENZT PAYHENT TO: REGISTER OF WILLS CUNBERLAHD CO COURT HOUSE CARLISLE, PA I7015 A CUT ALONG THIS LINE ~'~ RETAIN LO#ER PORTION FOR YOUR RECORDS ~ REV-1547 EX AFP (01-03) NOTICE OF INHERITANCE TAX APPRAZSEHENT, ALLOWANCE OR DISALLOWANCE OF BEDUCTZONS ANB ASSESSNENT OF TAX ESTATE OF JOHNSTON ROBERT A FILE NO. 21 02-0265 ACN 101 DATE 05-10-2005 TAX RETURN NAS: (X) ACCEPTED AS FILED ( ) CHANGED RESERVATION CONCERNING FUTURE ZNm=KEST - SEE REVERSE APPRAZSEB VALUE OF RETURN BASED ON: ORIGINAL RETURN 1. Real Es~a~e (Schedule A) (1) 2. S~ocks end Bonds (Schedule B) 3. Closely Held S~ock/Par~narship In~aras~ (Schedule C) (3) ~. Nor~cgages/NoJces Receivable (Schedule D) (~) 5. Cash/Bank Daposi:ks/Misc. Personal Propar~y (Schedule E) (5) 6. Jointly Owned Propar~y (Schedule F) 7. Transfers (Schedule G) (7) 8, To,al Asse~s APPROVED BEDUCT]:ONS AND EXENPTZONS= 9. Funeral Expensas/Adm. Cos~:s/Hisc. Expanses (Schedule H) (9) 10. Dab~s/Hor~gage L/ebili~ias/L/ans (Schedule I) (10) 11. To,al Deduc~/ons 12. Ne~ Value of Tax Re~urn 110/999.cr5 .00 .00 NOTE: To /nsura proper .00 cradi~ ~o your account, .00 suba/~ ~he upper portion .00 of ~his form w/~h your ~ax payaan~, (B) 558,crcr9.59 12,819.65 556.33 (11) 13.375.96 (12) 525,073.cr5 13. lq. NOTE: Char/~able/Governeen~:al Bequests; Non-alec~ad 911:5 Trusts (Schedule J) (13) . O0 Na~: Value of Es~:a~e Sub~ac~: ~o Tax (1R) 525,075. cr5 If an assessment Nas lssued previously, lines 14, :15 and/or 16, 17, 18 and 19 ~ill reflect figures that include the total of ALL returns assessed to date. IF PAID AFTER DATE INDICATED, SEE REVERSE FOR CALCULATION OF ADDITIONAL INTEREST. TAX CREDITS: PAYMENT DATE 11-26-2002 167,818.00 x O0 = .00 57,2cr5.cr5 x Ocr5= 2,576.0cr · O0 x 12 : . O0 . O0 x 15 = .00 (19)= 2,576. OCr RECEZPT NUNBER CDOO188Cr OI$COUNT (+} INTEREST/PEN PAID (-) .0O AHOUNT PAID 2,576.0cr TOTAL TAX CREBZT BALANCE OF TAX BUE INTEREST ANB PEN. TOTAL DUE 2,576.0cr .00 .00 .00 ( ZF TOTAL DUE IS LESS THAN $1, NO PAYNENT ZS REQUIRED. IF TOTAL DUE IS REFLECTED AS A "CREDIT" (CR), YOU HAY BE DUE A REFUND. SEE REVERSE SIDE OF THIS FORN FOR INSTRUCTIONS.) ASSESSNENT OF TAX: 15. Aaoun'~ of L/nm 1~ a~ Spousal ra~a (15) 16. Aeoun'l: of L/nm 1~ ~exeble a~ Lineal/Class A ra~e (16) 17. Amoun~ of L/ne 1~ a~ S/bl/ng ra~a (17) 18. Aeoun~ of L/nm 1~ ~axabla a~ Collateral/Class B ra~a (18) 19. Princ/pal Tax Due