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Home My WebLink About12-11-14 � 15�5610101 REV-1500 EX�°'.'°> �,` OFFICIAL USE ONLY PA Department of Revenue pennsylvania Bureau of Individual Taxes "t"""'«` �N"` Gounty Code Year File Number PO BOX�80601 HERITANCE TAX RETURN Harrisburg PA i�iz8-o6oi RESIDENT DECEDENT 21 14 �741 ENTER DECEDENT INFORMATION BELOW Social Security Number date of Death biMDDYYYY Date of Birth MMDDYYYY ' 07/27/2014 07/19/1929 Decedent's Last Name Suffix Decedent's First Name MI WALKER ANN ' N (If Applicable)Enter Surviving Spouse's information Below Spouse's Last Name Suffix Spouse's First Name MI Spouse's Sociai Security Number - THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW � 1.Original Return O 2. Suppiemental Return O 3. Remainder Return(date of death prior to 12-13-82) p 4.Limited Estate O 4a. Future Interest Compromise(date of O 5. Federal Estate Tax Return Required death after 12-12-82) � 6.Decedent Died Testate � 7. Decedent Maintained a Living Trust �. 8. Total Number of Safe Deposit Boxes (Attach Copy of Wili) (Attach Copy of Trust} O 9.Litigation Proceeds Received O 10.Spousai Poverty Credit(date of death O 11. Election to tax under Sec.9113(A) between 12-31-91 and 7-1-95) (Attach 5ch.O) CORRESPONDENT- TNIS SECTION MUST BE COMPLETED.ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED T0: Name Daytime Teiephone Number THOMAS E. FLOWER (717) 243-5513 �-.� ' � � � REGIST O�yJILLS USE_QNLY � � t� � 'i7 � � � � First line of address =� � t" F..,. �� rn �"' �<r I`�"1 H �.57 C7 C FLOWER LAW, LLC �„ c.n �� Second line of address I `�'� � p � "� � c`> K� -� � "r'I 10 W. HIGH STREET «-�% � � � � City or Post Office State ZIP Code _�DA'�Q FILED �-- � CARLISLE PA ' 17013 �� Correspondent's e-mail address: TOM@FLOWER-LAW.COM Under penaities 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.Deciaration of preparer other than the personal representative is based on all information of which preparer has any knowledge. SIGNAT OF PER O ESP SIB�E FOR FILING RETURN D T �.�� r.� rr� ADD ESS F&M TRUST CO.; 0 S. MAIN STREET; CHAMBERSBURG, PA 17201 SIGN OF PREPARfR� HAN REPRESENTATIVE � _ /'DAT�/, / C� J��C � / c ADDRE FLOWER LAW, LLC; 10 W. HIGH STREET; CARLISLE, PA 17013 PLEASE USE ORIGINAL FORM ONLY Side 1 � 1505610101 ],505610],�1 � � � 15056101�5 REV-1500 EX DecedenYs Social Security Number �ecedent•s Name: ANN N. WALKER RECAPITULATION 1. Reai Estate(Schedule A). .. ... .. .. . ... . .. . .. .. . .. . . . .. .. .. . .. . . . .. . . . 1. ' 0.00 ' 2. Stocks and Bonds(Schedule B) .. . . . . .. . .. ... . .. .. .. .. ... . . ... . . . ... . . 2. 0.00 ' 3. Closely Held Corporation,Partnership or Sole-Proprietorship(Schedule C) .. . . . 3. 0.00 4. Mort a es and Notes Receivable Schedule D 4, , 0.00 9 9 � )...... .............. ... . .. . _ 5. Cash,Bank Deposits and Misceilaneous Personal Property(Schedule E)....... 5. 157,103.21 6. Jointty Owned Property(Schedule F) O Separate Billing Requested .. .. _. . 6. ' 0.00 7. Inter-Vivos Transfers&Miscelianeous Non-Probate Property ' (Schedule G) O Separate Biiling Requested.. .. . .. . 7. 2,889,452.58 8. Total Gross Assets(total Lines 1 through 7).. . . . .. . ... . . . .. . .. .. .. . . .. . . 8. 3,046,555.79 9. Funeral Expenses and Administrative Costs(Schedule H). . ... . . ... . .. ... .. . 9. 96,034.09 10. Debts of Decedent, Mortgage Liabilities,and Liens(Schedule I) . . .. .. . .. . . . . . 10. 1,630.54 11. Total Deductions(totai Lines 9 and 10). . . .. . .. . . . . . . . .. . .. . . . .. .. .. .. . . 11. 97,664.63 12. Net Value of Estate(Line 8 minus Line 11) . .. . .. ... .. .. .. . .. .. .. . .. . . . . . 12. 2,948,891.16 13. Charitabie and Govemmentai Bequests/Sec 9113 Trusts for which an election to tax has not been made(Schedule J) ... .. .. . .. .. .. . .. .. . .. . . 13. 0.00 14. Net Value Subject to Tax(Line 12 minus Line 13) ... ... ... . . . ..... . .. ... . 14. ' 2,948,891.16 TAX CALCULATION-SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate,or transfers under Sec.9116 ' �a)t1.2)X.0_ 15. 16. Amount of Line 14 taxable at lineal rate X.0_ 16. 17. Amount of Line 14 taxable _ at sibling rate X.12 �7. ' 18. Amount of Line 14 taxable 2,g48,891.16 442,333.67 at collateral rate X.15 18. 19. TAX DUE . . . .. . .. .. ... .. . . .. . .. .. . . . . . . . . . . .. . .. . . . . . .. . . . . . .. .. . . 19. 442,333.67 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT C7 Side 2 � 1505610105 15056101�5 J REV-1500 EX Page 3 File Number 21-14-0741 Decedent's Complete Address: DECEDENT'S NAME ANN N.WALKER STREET ADDRESS 2100 BENT CREEK BOULEVARD CITY _ _ STATE ZIP MECHANICSBURG PA ' 17050 Tax Payments and Credits: 1. Tax Oue(Page 2,Line 19) (1) _ 442,333.67 2. Credits/Payments A.Prior Payments 405,000.00 B.Discount 21,315.15 Total Credits(A+B) (2) 426,315.15 3. Interest t3) 0.00 4. if Line 2 is greater than Line 1+Line 3,enter the difference. This is the OVERPAYMENT. Fill in oval on Page 2,line 20 to request a refund. (4) ____ 0.00 5. if Line 1 +Line 3 is greater than Line 2,enter the difference.This is the TAX DUE. (5) 16,018.52 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 antl: 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?...................................................................... ❑ x❑ 2. If death occurred after Dec. 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-tleath 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. For dates of death on or after July 1, 1994,and before Jan. 1, 1995,the tax rate imposed on the net value of transfers to or for the use of the surviving spause is 3 percent[72 P.S.§9116(a)(1.1}(i)]. For dates of death on or after Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0 percent (72 P.S. §9116(a) (1.1) (ii)]. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for tlisclosure of assets antl filing a tax return are stili 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 tleceasetl chiltl 21 years of age or younger at tleath to or for the use of a natural parent, an adoptive parent or a stepparent of the child is 0 percent[72 P.S.§9116(a)(1.2)�. • The tax rate imposed on the net value of transfers to or for the use of the tlecedent's lineal beneficiaries is 4.5 percent, except as noled in 72 P.S.§9116(12}[72 P.S.§9116(a)(1)]. . The tax rate imposetl on the net value of transfers to or for the use of the decedent's siblings is 12 percent[72 P.S. §9116{a)(1.3}].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. REV-1508 EX+(ii-1o) `�� ',�,'pennsylvania SCHEDULE E �� DEPARTMENTOfREVENUE CASH, BANK DEPOSITS & MISC. �� INHERITANCETAXRETURN pERSONAL PROPERTY RESIDENT DECEDENT ESTATE OF: FILE NUMBER: ANN N.WALKER 21-14-0741 Include the proceeds of litigation and the date the proceeds were received by the estate. All property jointly owned with right of survivorship must be disclosed on Schedule F. ITEM VAIUE AT DATE NUMBER DESCRIPTION OF DEATH �. F&M TRUST checking account 31,895.35 2. BANK OF AMERICA checking account 123,479.14 3. CASH 289.97 4. ANTHEM BIC-REFUND OF UNUSED PORTION 2014 ANNUAL HEALTH INSURANCE PREMIUM 1,182.50 5. PROCEEDS SALE OF HOUSEHOLD FURNITURE&FURNISHINGS 656.25 TOTAL (Also enter on Line 5, Recapitulation) $ 157,103.21 If more space is needed, use additional sheets of paper of the same size. RE4-3.51.0 EX-� (08-09) �� $ pennsylvania SCHEDULE G oePAaTMeNT oF Re�eNue INTER—VIVOS TRANSFERS AND INHERITANCETAXRETURN MISC. NON—PROBATE PROPERTY RESIDENT DECEDENT ESTATE OF FILE NUMBER ANN N.WALKER 21-14-0741 This scheduie must be completed and filed if the answer to any of questions 1 khrough 4 on page three of the REV-1500 is yes. DESCRIPTION OF PROPERTY DATE OF DEATH %OF DECD'S EXCLUSION TAXABLE ITEM iNCLUDE THE NAME OF THE TkANSfEREE,'TFiEIR RElAi70N5H:P TO DECEDENT.4ND NUMBER 11IE DATE OF TRHNSFER. ATfACN A COFY OF TFiE DEED FOR REAL ESTP7E. VALUE OF ASSET INTEREST QF APPLiCABLEi VALUE 1. REVOCABLE TRUST UNDER AGREEMENT DATED 06/2012008 (COPY OF TRUST AGREEMENT ATTACHED),PAYABLE AS FOLLOWS: 25,000 PAYABLE TO CAROLE FRIES,A FRIEND 25,000.00 100 0.00 25,000.00 REMAINDER PAYABLE TO CATHY PURCELL,A FRIEND 2,864,452.60 100 0.00 2,864,452.60 TOTAL(Also enter on Line 7, Recapitulation} $ 2,889,452.60 If more space is needed,use additional sheets of paper of the same size. Estate Valuation Date of Death: 07/27/2014 Estate of: F&M Walker DOD 7/27/14 Valuation Date: 07/27/2014 Account: F&M Walker DOD 7/27/14 Processing Date: 07/30/2014 Report Type: Date of Death Number of Securities: 25 File ID: F&M Walker DOD 7-27-14 Shares � Security Mean and/or Div and Inc Security or Par Description High/Ask Low/Bid Adjustments Accruals Value 1) 50000 ALLY BK MIDVALE UTAH (02006LEN9) Interactive Data Corporation DTD: OS/14/2014 Mat: 05/15/2017 L 1°s 07/25/2014 99.7�060 Mkt 0�/28/2014 99.7�620 Mkt 99.773900 49,886.70 Int: O5/19/2014 to 07/27/2014 111.51 Note: Put Option on DOD 2) 50000 BARCLAYS BK DEL (06�40KGE1) Interactive Data Corporation DTD: 09/15/2019 Mat: 09/18/2017 1.05°s 0�/25/2019 99.82400 Mkt 07/28/2019 99.82940 Mkt 99.826700 99,913.35 Int: 04/15/2019 to 07/2�/2014 148.15 Note: Put Option on DOD 3) 4000 BRISTOL MYERS SQOIBB CO (110122108) COM New York Stock Exchanqe 07/25/2019 99.98000 99.02000 H/L 07/28/2019 99.91000 49.08000 H/L 99.372500 197,990.00 Div: 0.36 Ex: 07/01/2014 Rec: 07/03/2014 Pay: 08/Ol/2019 1,940.00 4) 2600 COCA COLA CO (191216100) COM New York Stcck Exchange 07/25/2019 91.04000 90.81000 H/L 07/28/2019 91.00000 40.61000 H/L 90.865000 106,249.00 5) 1000 CONSOLIDATED EDISON INC (209ll5109) COM New York Stock Exchange 07/25/2014 57.43000 56.90000 H/L 07/28/2014 57.�9000 56.94000 H/L 57.265000 57,265.00 6) 500 DOW CHEM CO (260593103) COM New York Stock Exchange 07/25/2014 54.14000 53.50000 H/L 07/28/2014 54.15000 53.5�000 H/L 53.840000 26,920.00 Div: 0.37 Ex: 06/26/2014 Rec: 06/30/2019 Pay: 07/30/2019 185.00 7) 4500 EXXON MOBIL CORP (30231G102) COM New York Stock Exchange 07/25/2019 103.99000 102.96000 H/L 07/28/2014 109.52000 102.83000 H/L 103.5�5000 466,087.50 8) 8600 GENERAL ELECTRIC CO (369609103) COM New York Stock Exchange 0�/25/2019 25.99000 25.73000 H/L 07/28/2014 25.73000 25.44000 H/L 25.722500 221,213.50 9) 500 GLAXOSMITHKLINE PLC (37733W105) SPONSORED ADR New York Stock Exchange 07/25/2014 48.98000 98.23000 H/L 07/28/2014 48.68000 48.08000 H/L 48.492500 24,2A6.25 Page 1 This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you have questions, please contact EVP Systems at (818) 313-6300 or www.evpsys.com. (Revision 7.4.0) Date of Death: 07/27/2014 Estate of: F&M Walker DOD 7/27/19 Valuation Date: 07/27/2014 Account: F&M Walker DOD 7/27/14 Processin Date: 07/30/2014 4 Report Type: Date of Death Number of Securities: 25 File ID: F&M Walker DOD 7-27-14 Shares Security Mean and/or Div and Int Security or Par Description High/Ask Low/Bid Adjustments Accruals Va1ue 10) 463.684 HARBOR FD (411511306) INTL FD INSTL Mutual Fund (as quoted by NASDAQ) 07/25/2019 73.22000 Mkt 73.220000 33,950.94 11) 3300 JPMORGAN CHASE & CO (46625H100) COM New York Stock Exchanqe 0�/25/2019 59.27000 58.84000 H/L 07/28/2019 59.26000 58.67000 H/L 59.010000 194,733.00 Div: 0.9 Ex: 07/Ol/2014 Rec: 07/03/2014 Pay: 07/31/2014 1,320.00 12) 350 JOHNSON & JOHNSON (478160109) COM New York Stock Exchange 07/25/2014 102.40000 101.80000 H/L 07/29/2014 102.40000 101.66000 H/L 102.065000 35,722.75 13) 500 KRAFT FOODS GROUP INC (50076Q106) COM NASDAQ Stock Market 07/25/2014 58.50000 58.17000 H/L 07/28/2014 58.58100 58.07000 H/L 5B.330250 29,165.13 14) 1463.7 MFS SERS TR X (55273E822) INTL VALUE I Mutual Fund (as quoted by NASDAQ) 07/25/2014 36.80000 Mkt 36.800000 53,869.16 15) 500 MICROSOFT CORP (59991B104) COM The NASDAQ Stock Market LLC 07/25/2019 94.66000 44.30000 H/L 07/28/2014 44.51000 43.93000 H/L 94.350000 22,175.00 16) 337063.01 MONEY MKT OBLIGS TR (60939N203) FD PRIME INS 07/27/2014 1.00000 1.000000 337,063.01 17) 28244.16 MONEY MKT OBLIGS TR (60934N203) FD PRIME INS 07/27/2014 L 00000 1.000000 28,294.16 18) 1200 MOODYS CORP (615369105) COM New York Stock Exchanqe 07/25/2019 95.00000 90.56000 H/L 07/28/2014 91.77000 90.79000 H/L 92.017500 ll0,421.00 19) 250 NORFOLK SOUTHERN CORP (655894108) COM New York Stock Exchange 07/25/2014 107.89000 107.12000 H/L 07/28/2014 107.40000 105.02000 H/L 106.857500 26,714.38 20) 1250 PFIZER INC (717081103) COM New York Stock Exchange 07/25/2014 30.35000 30.OB000 H/L 07/28/2014 30.17000 29.78000 H/L 30.095000 37,618.�5 Paqe 2 This report was produced with EstateVal, a product of Estate Vaivations & Pricing Systems, Inc. If you have questions, please co�tact EVP Systems at (818) 313-6300 or www.evpsys.com. (Revision 7.4.0) Date of Death: 07/27/2014 Estate of: F&M Walker DOD 7/27/14 Valuation Date: 07/27/20i4 Account: F6M Walker DOD 7/27/14 Processing Date: 07/30/2014 Report Type: Date of Death Number of Securities: 25 File ID: F&M Walker DOD 7-2�-19 Shares Security Mean and/or Div and Int Security or Par Description High/Ask Low/Bid Adjustments Accruals Vaiue 21) 29168.755 ROWE T PRICE INSTL INCOME FDS (77958B402) ELTG RATE ED Mutual Fund (as quoted by NASDAQ) 07/25/2014 10.28000 Mkt 10.280000 299,854.80 Daily Div. Accrual as of 07/27/2014 1,028.30 22) 400 UNITED TECHNOLOGIES CORP (913017109) COM New York Stock Exchange 07/25/2014 109.20000 108.43000 H/L 07/28/2014 109.17000 108.08000 H/L 108.720000 93,488.00 23) 32720.8 VANGUARD FIXED INCOME SECS ED (922031836) STRM INVGRA AD Mutual Fund (as quoted by NASDAQ) 07/25/2014 10.�5000 Mkt 10.750000 351,148.60 Daily Div. Accrual as of 07/27/2014 533.58 24) 500 VERIZON COMMUNICATIONS INC (92393V104) COM New York Stock Exchange 07/25/2014 51.47990 51.07000 H/L 07/28/2014 51.58000 51.18000 H/L 51.327975 25,663.74 Div: 0.53 Ex: 07/08/2019 Rec: 0�/10/2019 Pay: 08/O1/2014 265.00 25) 544 ZIMMER HLDGS INC (98956P102) COM New York Stock Exchange 07/25/2019 101.09000 99.29000 H/L 07/28/2019 102.03000 100.01000 H/L 100.592500 59,722.32 Total Value: 52,884,421.04 Total Accrual: 55,031.59 Total: $2,889,952.58 Paqe 3 This report was produced with EstateVal, a product of Estate Valuations 5 Pricing Systems, Inc. If you have q�estions, please contact EVP Systems at (818) 313-6300 or www.evpsys.com. (Revision 7.9.0) - r - www.fmtrust��.com TRU�T December 5, 2014 Thomas E. Flower Flower Law LLC 10 W. High Street Carlisle, PA 17013 RE: Ann Walker Dear Mr. Flower: Enclosed please find the Estate Valuation for the Ann Walker TUA as of July 27, 2014. Sincerely, r,._..,,�`��`--� Debra Boyd Estate Assistant Enclosure 717-264-6116 888-264-6116 P.O. Box 6010 Chambersburg,PA 17201-6010 FINANCIAL SOLUTIONS ... FROM PEOPLE YOU KNOW RE4-Ial1 EX+(10-04} ��'` pennsylvania S►CHEDULE H '� DEPARTMENT OF REVENUE FUNERAL EXPENSES AND INHERITANCE TAX RETURN ADMINISTRATIVE COSTS RESIDENT DECEDENT ESTATE OF FILE NUMBER ANN N. WALKER 21-14-0741 Decedenk's debts must be reported on Schedule I. ITEM NUMBER DESCRIPTION AMOUNT A. fUNERALEXPENSES: i' Ewing Brothers Funeral Home,Inc.-professional services/cremation 2,722.00 B. ADMINISTRATIVE COSTS: 1. Personal Representative Commissions: 7,819.64 Name(s)of Personal Representative(s) F&M TRUST COMPANY Street Address 1901 RITNER HIGHWAY City CARLISLE . State PA Zip 17013 Year(s)Commission Paid: 2015 45,398.69 2. Attorney Fees: 3. Family Exemption: (If decedenYs address is not khe same as claimant's,attach explanation.) Claimant __ Street Address City_ ___ _ _ State ZIP Relakionship of Claimant to Decedent ___ _ ___ __ 4. Probate Fees: 375.50 5. Accountant Fees: 6. Tax Return Preparer Fees: �� PUBLICATION OF ESTATE NOTICES 265.54 s. CARLISLE RENT-A-SPACE,STORAGE UNIT RENT,SEPTEMBER 116.60 s. THE BRIDGES,APARTMENT RENT UNTIL DATE PERSONAL PROPERTY REMOVED 3,282.00 �0. F&M TRUST C0.-TRUST MANAGEMENT FEES,ANN N.WALKER TRUST U/A 7,034.59 �1. F&M TRUST C0.-TRUST TERMINATION FEE 28,894.53 12. SHEIBLEY HAULING,CLEAR REFUSE FROM STORAGE UNIT 125.00 TOTAL(Also enter on Line 9, Recapitulation) $ 96,034.09 If more space is needed,use additional sheets of paper of the same size. REi1-1aI2 EX+r3.?-08j �� :' pennsylvania SCHEDULE I � DEPARTMENT OF R[VENU[ DEBTS OF DECEDENT, INHERITANCETAXRETURN MORTGAGE LIABILITIES & LIENS RESIDENT DECEDENT ESTATE OP FILE NUMBER ANN N. WALKER 21-14-0741 Report debts incurred by the decedent prior to death that remained unpaid at the date of death,including unreimbursed medicai expenses. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1• CITI CARD 53.97 2. PENNSBORO AMBULANCE SERCVICE,INC 48.00 3. WEST SHORE EMS 994.33 4. COMMUNITY LIFE TEAM 475.00 5. BOILING SPRINGS ANIMAI HOSPITAL 2424 6. CARDIOLOGY DIAGNOSTIC,LLC 35.00 TOTAL(Also enter on Line 10, Recapitulation) $ 1,630.54 If more space is needed,insert additionai sheets of the same size. REV-1513 EX+(01-10) � pennsylvania SCHEDULE J DEPARTMENT OFq[VLNU[ � � INHERITANCETAXRETURN BENEFICIARIES RESIDENT OECEDENT ESTATE OF: FILE NUMBER: ANN N.WALKER 21-14-0741 RELATIONSHIP TO DECEDENT AMOUNT OR SHARE NUMBER NAME AND ADDRESS OF PERSON(S)RECEIVING PROPERTY Do Nat List Trustee(s) OF ESTATE I TAXABLE DISTRIBUTIONS[Include outright spousal distributions and transfers under Sec.9116(a)(1.2).] 1• CAROLE FRIES,4359 SYCAMORE GROVE RD,CHAMBERSBURG,PA COLLATERAL 25,000 2. KATHY PURCELL,552 PARK DRIVE,BOILING SPRINGS,PA 17070 COLLATERAL RESIDUE ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 18 OF REV-1500 COVER SHEET,AS APPROPRIATE. II NON-TAXABLE DISTRIBUTIONS A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT TAKEN: 1. B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS: 1. TOTAL OF PART II — ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET. $ If more space is needed,use additional sheets of paper of the same size. (� o p� LAST WILL AND TESTAM v O ENT OF ANN N. WALKER I, ANN N. WALKER, of Cartisle Borough, Cumberland County, Pennsylvania, being of sound and disposing mind, memory and understanding, do hereby make, publish and declare this as and for my Last WII and Testament, hereby revoking all other Wills and Codicils heretofore made�by me. FIRST � t appoint Thomas E Flawer to make such provision as he may deem appropriate for the care and keep of any animal companion living in my household at the time of my death. I direct my executor to abide by Mr. Flower's clecision with respect to such animal care and to retain a reserve fund sufficient for the purpose, or by other means to provide for the costs of current and future veterinary care for my said �animal companion. SECOND - 1 give, devise and bequeath all the rest, residue and remainder of my estate #o my friend, Kathy A. Purcell, or her issue, perstirpes. � THIRD I direct the duties of Executor to be performed�by F&M Trust Company, of 1901 , Ritner Highway, Carlisle, Pennsylvania. ' ��R��!L-L.0 10IYiF_J7'HIGHST7tEET CA]ZL,/SL.E,PA 17013 IN WITNESS WHEREOF, I, Ann N. Walker, have hereunto set my hand and seai to this my Last Will and Testament, consisting of two (2) typewritten pages., the first of which bears . my signature in the margin for identification, this �'�T day of �G��t. , 2012. �•. ' � ,t��'_ Ann N. Wal�er Signed, sealed, published and declared by the above-named Ann N. Walker, . Testatrix, as and for her Last Will and Testament in the presence of us, who have hereunta subscribed our names at her request as witnesses thereto, in the presence of said Testatrix and of each other. � ADDRESS p t�rf.� ` �.��,�. �Gc. 1---t v 1� .r'� f �-j � '� �. . .._ � _— . ADDRESS � (.el_.c��f '�`�"ah. �� Cv' _ ��is(�,. P,� �7aC� FLOWER Z,11W, LLC 10 WEST HIGH STREET CARLISLE, PA Z7023 FOURTH AMENDMENT TO THE ANN N. WALKER REVOCABLE TRUST UNDER AGREEMENT DATED JUNE 20, 2008 WHEREAS, Ann N. Walker, as settlor, and Charles E. Coates III, as trustee, entered into an agreement of trust dated June 20, 2008; and WHEREAS, by Article 8.B. of the said trust agreement, Settlor reserved the right to alter or amend the trust agreement in whole or in part at any time by written instrument executed by the settlor and delivered to the trustee; and WHEREAS, Settlor executed a First Amendment to the said trust agreement on the 23rd day of November, 2009; a Second Amendment to the said trust agreement on the 7th day of January, 2011; and a Third Amendment to the said trust agreement on the 11th day of July, 2011; and WHEREAS, Settlor now desires further to amend the said Trust Agreemeni; NOW THEREFORE, by this instrument, executed in duplicate, Settlor hereby amends the said Trust Agreement by replacing ARTICLE 3.B. ("Dispositive Provisions"), in its entirety, by the following: B. Dispositive Provisions: f'� (i)Trustee shall distribute to Settlor's friend, CAROL�.�FRIES, of Chambersburg, Pennsylvania, the sum of Twenty-five Thousand ($25,000) Dollars, as an expression of Settlor's sincere gratitude for the kindness, consideration and assistance she bestowed upon Settlor for many years; and (ii) Trustee shall distribute, absolutely and free of trust, the remaining balance of the trust principal, along with any accrued and undistributed income, to Settlor's most dear and constant friend, KATHY A. PURCELL, of Boiling Springs, Pennsylvania, if she is then living; (iii) In the event that Kathy A. Purcell shall have predeceased the Settlor, then Trustee shall distribute the trust remainder to such purely public charity or charities devoted to the alleviation of human or animal suffering as my attorney may designate. IN ALL OTHER RESPECTS, Settior hereby ratifies and confirms the Ann N. Walker Revocable Trust U/A dtd. lune 20, 2008, along with the Second Article of the First Amendment to the said Trust Agreement and the First and Second Articles of the Third Amendment to the said Trust Agreement. IN WITNESS WHEREOF, Settlor hereby executes this Fourth Amendment to the Ann N. Walker Revocable Trust U/A dtd. June 20, 2008, this ,day of.k��. �.,,� ;�;,��k�` �:�:r, � 'f , ;. ;.,.,r�,.r� i• �„�, � �,�=z-� ��.. Ann N. Walker (Settlor) The foregoing amendment is hereby accepted. ATTEST: F&M TRUST CO. (Successor Trustee) By: , - Commonwealth of Pennsylvania County of Cumberland On this, the �.�� day of , 2014, before me, Thomas E. Flower, the undersigned officer, personally appeared Ann N. Walker, known to me (or satisfactorily proven ) to be the person whose name is subscribed to the within instrument, and acknowledged that she executed the same for the purposes therein contained. I have signed my name and affixed my seal. J � Notary Public COMMONWEALTH OF PENNSYLVANIA NOTARUtI SEAL THOMAS E.FLOWER,Notary Pub�C Carlisle Boro.,Cumbeiland Cbui#y� My Commission Expires October 2g„�Q.�,Q.. Third Amendment to The Ann N. Walker Revocable Trust Under Agreement Dated June 20,2008, as Amended WHEREAS, Ann N. Walker, as Settlor, and Charles E. Coates, III, as Trustee, entered into an agreement known as The Ann N. Walker Revocable Trust Under Agreement Dated June 20, 2008; WHEREAS, by Article 8.B. of the said trust agreement, Settlor reserved the right to alter or amend the trust agreement in whole or in part at any time by written instrument executed by the Settlor and delivered to the Trustee; WHEREAS, Settlor previously executed a First Amendment to the said trust agreement on the 23`a day of November, 2009; WHEREAS, Settlor previously executed a Second Amendment to the said trust agreement on the 7th day of January 2011; and WHEREAS, Settlor now desires to further amend The Ann N. Walker Revocable Trust Under Agreement Dated June 20, 2008, as amended; NOW THEREFORE, by this instrument, executed in duplicate, Settlor hereby amends The Ann N. Walker Revocable Trust Under Agreement Dated June 20, 2008, as amended, as follows: FIRST: Settlor hereby accepts the resignation of Orrstown Bank as trustee, with gratitude for its service, and, pursuant to Article 7.B., hereby appoints F&M Trust, 1901 Ritner Highway, Carlisle, Pennsylvania, 17013, as successor Trustee, effective / , 201 l. SECOND: In all other respects, Settlor hereby ratifies and confirms The Ann N. Walker Revocable Trust Under Agreement Dated June 20, 2008, as amended, as well as the Second and Third Articles of the First Amendment to the trust agreement dated November 23, 2009. IN WITNESS WHEREOF, Settlor hereby executes this Third Amendment to The Ann N. Walker Revocable Trust Under Agreement Dated June 20, 2008, as amended, this � day of -� , 2011. WITNESS: SETTLOR: �.�.�.-� �� n �'�.�.,��- �--�.�.�.:.._: ��' � Patricia R. Brown,Esquire Ann N. Walker COMMONWEALTH OF PENNSYLVANIA ) . ss. COUNTY OF CUMBERLAND ) On this, the I I�'-� day of �V�1 , 2011, before me, the undersigned officer, personally appeared Ann N. Walker, kno me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that she executed same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. ^';;i%iYlON_�0 NOIltlI�OSSV MNMA'IASNN3d'a39W3W ' � btOZ'E'�20 sa+l��tssluiuto'J AW --�"'_ �Q��.�Mt� ' � %�una�pueWaqwn�'•tlnnl u�atPplW 4�noS �!I4nd ti�loN'��!5'S�el Notary Public ' ip�51e}+W�I�i ��TMfA �lSNN�d�0 H1lM3MNQWWQ� COMMONWEALTH OF PENNSYLVANIA ) . ss. COUNTY OF CUMBERLAND ) On this, the ��, day of ,Jv�� , 2011, before me, the undersigned officer, personally appeared Patricia R. Brown, kno to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that she executed same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. COMMONWEALTH OF f?ENN Y VANTA_, �� J - � Notarlal Seel � Tamera S.Siegrist,Notary Public NOtaPy PUbI1C South Middleton Twp.,Cumberland County My Commissbn Expires Dec.3,2014 MEMBER,PENNSYLVANIA ASSOCIATION C1k`M�J9'kR1E� h � - � � r w . Second Amendment to The Ann N. Walker Revocable Trust Under Agreement Dated June 20, 2008 WHEREAS, Ann N. Walker, as settlor, and Charles E. Coates III, as trustee, entered into an agreement of trust dated June 20, 2008; and WHEREAS, by Article 8.B. of the said trust agreement, Settlor reserved the right to alter or amend the trust agreement in whole or in part at any time by written instrument executed by the settlor and delivered to the trustee; and WHEREAS, Settlor previously executed a First Amendment to the said trust agreement on the 23�d day of November, 2009; and WHEREAS, Settlor now desires further to amend the said trust agreement; NOW THEREFORE, by this instrument, executed in duplicate, Settlor hereby amends the said trust agreement as follows: FIRST: Settlor hereby accepts the resignation of the Hershey Trust Company as trustee, with gratitude for its service, and, pursuant to Article 7.B., hereby appoints Orrstown Bank of 427 Stonehedge Drive, Carlisle, Pennsylvania as successor Trustee, effective February 1 , 2011 . In all other respects, the settlor hereby ratifies and confirms the trust agreement dated June 20, 2008, as well as the Second and Third Articles of the First Amendment to the trust agreement dated November 23, 2009. � IN WITNESS WHEREOF, Settlor has signed this amendment the _�__ day of January, 201 1 . Q�� /1- Ct)Q,��.�- Ann N. Walker ( Settior ) �..i r � r ` t � The foregoing amendment is hereby accepted. ATTEST: ORRSTOWN BANK (Successor Trustee) By: Commonwealth of Pennsylvania County of Cumberland On this, the 7� day of � 0.W . , 2011 , before me, Thomas E. Flower, the undersigned officer, personally appeared Ann N. Walker, known to me (or satisfactorily proven ) to be the person whose name is subscribed to the within instrument, and acknowledged that she executed the same for the purposes therein contained. I have signed my name and affixed my seal. coMMONwEA�rHOFPENMSY�vaN�A C—..� � NOTARIAL SEAL � � THOMAS E.FLOWER,Notary Public CarHsle Boro,,Cumberland County Notary Public MyCommission Expires October26,2014 Commonweaith of Pennsylvania County of Cumberland On this, the /0�"day of ��.u.a.�.� , 201 l, before me, Fokhr�� t�WF�- , the undersigned officer, personally appeared 2oa.,�e.-�- k� ��rzEc- , who acknowledged him/herself to be a ✓��- PrQ��ee.a,,,�- and Trust Officer of Orrstown Bank, a corporation, and that s/he as such ✓�� o �P�r�s�� being authorized to do so, executed the foregoing instrument by signing on behalf of the corporation. I have signed my name and affixed my seal. COMMpNW�AL,Thi tyF PENNSYLi/qiWq THOMAS E�FLOWER,Notary Public '` Cariisle Boro.,Cumberiand Coun� N o ta ry P u b l i c My Commission E�ires October 26, 014 r First Amendment to � The Ann N. Walker Revocable Trust Under Agreement Dated June 20, 2008 WHEREAS, Ann N. Walker, as settlor, and Charles E. Coates III, as trustee, entered into an agreement of trust dated June 20, 2008; and WHEREAS, by Article 8.B. of the said trust agreement, Settlor reserved the right to alter or amend the trust agreement in whole or in part at any time by written instrument executed by the settlor and delivered to the trustee; and WHEREAS, Settlor now desires to amend the trust agreement; NOW THEREFORE, by this instrument, executed in duplicate, Settior hereby amends the said trust agreement as follows: FIRST: Settlor hereby accepts the resignation of Charles E. Coates III as trustee, with gratitude for his service, and, pursuant to Article 7.B., hereby appoints Hershey Trust Company of Hershey, Pennsylvania as successor Trustee, effective January 1 , 2010. SECOND: Article 6.B. is hereby amended: as of Janvary 1 , 2010 the situs of the trust shall be the Commonwealth of Pennsylvania. THIRD: Article 3.B. is hereby amended: In the event that Kathy A. Purcell should fail to survive the settlor by sixty (60) days, then the balance of the trust principal shall be distributed free of trust to Karen Pittelli. In all other respects, the settlor hereby ratifies and confirms the trust agreement. IN WITNESS WHEREOF, Settlor has signed this amendment the �`�day of November, 2009. �, � � 1�,Q�ti Ann N. Walker ( Settlor ) Signed, sealed and delivered in the presence of: � C��-��-----.. 7'.��y�s F� ��`''�� ( Witness ) �� ,,�� ,�,� ��P.,� ( Witness ) x � The foregoing amendment is hereby accepted. By: Charles E. Coates III (Resigning Trustee) ATTEST: Hershey Trust Company (Successor Trustee) By: Robert K. Reitzei Commonwealth of Pennsylvania County of Cumberland On this, the �'�� day of�o��M��, 2009, before me,�s a�� r�� , the undersigned officer, personally appeared Ann N. Walker, known to me (or satisfactorily proven ) to be the person whose name is subscribed to the within instrument, and acknowledged that she executed the same for the purposes therein contained. I have signed my name and affixed my seal. �� N ary Public COMMONWEAL'fH�F F"�NNSYLVAI�iR Notarial Sea9 Yvonne Sersch,Notary Public M commission ex IC2S: Camp Hill Boro,Cumberiand County y p My Commission Expire�Fsb.9,2012 � Member,Pen,�sv!��ar�� s��r�-r+r�Ej a�f fvo*ar3e� State of Connecticut County of Fairfield On this, the day of , 2009, before me, the undersigned officer, personally appeared Charles E. Coates III, known to me (or satisfactorily proven ) to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same for the purposes therein contained. I have signed my name and affixed my seal. Notary Public My commission expires: e Commonwealth of Pennsyivania County of On this, the _. day of , 2009, before me, , the undersigned officer, personally appeared Robert K. Reitzel, who acknowledged himself to be a Vice President and Trust Officer of Hershey Trust Company, a corporation, and that he as such Vice President being authorized to do so, executed the foregoing instrument by signing on behalf of the corporation. I have signed my name and affixed my seal. Notary Public My commission expires: THE ANN N. WALKER REVOCABLE TRUST UNDER AGREEMENT DATED . JIJNE 20 , 2008 Prepared by: WHITMAN BREED ABBOTT & MORGAN LLC 500 West Putnam Avenue P.O. Box 2250 Ureenwich, Connecticut 06836-2250 Tel: (203) 869-3800 ��152G TABLE OF CONTENTS ARTICLE PAGE 1 Additionsto Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2 Administration of Trust During Settlor's Lifetime . . . . . . . . . . . . . . . . . . . . 1 3 Administration of Trust Following Settlor's Death. . . . . . . . . . . . . . . . . . . . 2 4 Powers of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 5 Accounting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 6 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 7 SuccessorTrustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 8 Revocation or Amendment of Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 9 Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 ii�;z� ' . , THIS AUREEMENT is made the 2pthday of�.Tune, 2008, by and between ANN N. WALKER of Pittsford, New York (who is hereinafter referred to as the "Settlor"), and CHARLES E. COATES III, of New Canaan, Connecticut (who is hereinafter referred to as the "Trustee"). The Settlor has transferred the sum of ONE ($1.00) DOLLAR, to the Trustee, receipt of which the Trustee hereby acknowledges; and the Trustee agrees TO HAVE AND TO HOLD said property, and any property added thereto in accordance with the terms of this Agreement, IN TRUST, NEVERTHELESS, upon the following terms: ARTICLE l: ADDITIONS TO TRUST The Settlor or any other person may increase the principal of the trust at any time and from time to time by adding additional assets by Will, by deed, by insurance beneficiary designation, or otherwise, provided such additional assets are acceptable to the Trustee. The Trustee shall receive, retain, manage, control and dispose of any such additional assets in the same manner as set forth in this Agreement with respect to the original trust principal. ARTICLE 2: ADMINISTRATION OF TRUST DURING SETTLOR'S LIFETIME The Trustee shall hold, manage, invest and reinvest the trust principal and keep the same invested and productive of income. Atter paying from income any expenses of mana�ing the trust, the Trustee shall pay over to the Settlor as much of the net income and/or principal of the trust as the Settlor from time to time may direct verbally or in writing. In the absence of any directions from the Settlor, the Trustee shal] pay directly -1- to tl�e Settlor or expend for the Settlor's benefit such sum or sums trom the net income and/or principal of the trust as the Trustee shall from time to time deem necessary or desirable for her comfort, health, rnaintenance and stipport in the station in life to which she is accustomed and/or for the satisfaction of any and all of her obligations of any kind or nature. Such obligations shall include, �vithout in any way limiting the generality of the foregoing language, all income, capital gains, and other taxes assessed, laid, or levied under governmental authority (and any and all interest or penalties on any such taxes) for which the Settlor may be or become liable. Any income of the trust not so paid or expended as hereinabove provided shall be accumulated by the Trustee and added to the principal of the trust hereby created. ARTICLE 3: ADMINISTRATION OF TRUST FOLLOWING SETTLOR'S DEATH Upon the death of the Settlor, the then existing principal of the trust administered hereunder (together with any undistributed, accrued or accumulated income thereon) shall be disposed of as follows: A. Payment qf Expenses and Taxes: Unless other provisions are made in the Settlor's Last Will and Testament for the payment of the following items, the Trustee is authorized to pay out of the trust principal; (1) All enforceable debts, expenses of last illness and funeral expenses of the Settlor; (2) All the expenses of administering the Settlor's estate; (3) �111 bequests under the valid Last Will and Testament of the Settlor which are not satistied from the Settlor's estate; ai�d (4) All estate, transfer, succession, legacy, i��eritaiice and/or other death taxes (including any and all interest and penalties thereon) imposed by the United States or any state or political subdivision thereof; and/or by any foreign country or any political subdivision thereof, which shall become payable -2- 1 in respect of any property that forms the principal of the trust administered hereunder, or is received by the Trustee subsequent to and as a result of the death of the Settlor, and is includible in the gross taxable estate of the Settlor. In no event shall any such taxes, interest and penalties be subject to proration or apportionment. It is expressly directed, however, that no payments authorized under the provisions of this Article 3 shall be made from any property that forms the principal of the trust administered hereunder, or is received by the Trustee subsequent to and as a result of the death of the Settlor, unless such property would otherwise be includible in the gross estate of the Settlor for Federal Estate Tax purposes. The Trustee shall pay to the Executor(s) of the estate of the Settlor such sums as such Executor(s) shall from time to time certify to be required for the payment of the above-described taxes (and interest and penalties thereon), and for the payment of any other item described above. Each such certification shall fully and completely discharge the Trustee of responsibility for payment of the amounts so certified, and the Trustee shall have no duty to inquire into the accuracy of the information furnished him by the Executor(s) as to such items. B. Dispositive Prnvisions: The balance of the trust principal shall be transferred, conveyed and paid over absolutely to the Settlor's friend, KATHY A. PURCELL, of Boiling Springs, Pennsylvania, if she is then living. ARTICLE 4: POWERS OF THE TRUSTEE Withvut limiting any other powers granted by this Trust Agreement or authorized by law, the Trustee shall have the following powers and discretions which shall extend to the Trust Estate, to any income until the distribution thereof, and to property held as donee of a power during minority to manage property vested in an inFant, and which the -�- Trustee may exercise in his sole and absolute discretion whenever and as often as he may deem advisable without application to or approval by any court: A. To retain any property without regard to the proportion any such property or similar property held may bear to the entire amount held and without any obligation to diversify the same, whether or not the same is of the kind in which fiduciaries are authorized by law or any rule of court to invest funds, and to receive additional property from any source and add it to and mingle it with the trust property. B. To sell any property upon such terms and conditions as may be deemed advisable, at public or private sale, for cash or on credit for such period of time as may be deemed advisable, or partly for cash and partly on credit, and with or without security, and the purchaser of such property shall have no obligation to inquire as to the use or application of the proceeds of sale; to exchange any property held hereunder upon such terms and conditions as may be deemed advisable; and to grant options for any of the foregoing; C. To lease or to sublease any property, including any interest in oil, gas or minerals for such period of time and to grant such covenants or options for renewal as may be deemed advisable without regard to the duration of any trust; and to mortgage, pledge or otherwise encumber any such property upon such terms as may be deemed advisable; D. To invest and reinvest in and to acquire by purchase, exchange or otherwise property of any character whatsoever, foreign or domestic, or interests or participation therein, including by way of illustration and not of limitation: real property, mortgages, bonds, notes, debentures, certificates of deposit, capital, common and preferred stocks, and shares or interests in investment trusts, mutual funds or common trust funds without regard to the proportion any such property or similar property held may bear to the entire amount held and without any obligation to diversify, whether or not the same is of the kind in which fiduciaries are authorized by law or any rule of court to invest funds; E. To participate in and to consent to any plan of reorganization, recapitalization, consolidation, merger, combination, dissolution, liquidation or similar plan and any action thereunder, including by way of illustration and not of limitation: the deposit of any property with any protective, reorganization or similai• committee, the delegation of discretionary powers thereto, the sharing in the payment of its expenses and compensation and the payment of any assessments levied with r•espect to such property; and to receive and retain property under any such plan whether or not the same is of the kind in which tiduciaries ai•e authoi•ized by law or• any rule of court to invest funds; -�- F. To exercise all conversion, subscription, voting and other ri�hts of whatsoever nature pertaining to any such property and to grant proxies, discretionary or otherwise, with respect thereto; to appoint voting trustees under voting trust agreements and to delegate to such voting trustees the power to vote and all other powers, authorities and discretions usually conferred upon trustees under voting trust agreements; G. To borrow such sums of money at any time and from time to time for such periods of time upon such terms and conditions from such persons or corporations (including any fiduciary hereunder) for such purposes as may be deemed advisable, and to secure such loans by the pledge or hypothecation of any property held hereunder, and the decision with respect thereto shall be final and binding upon all persons interested hereunder; and the lender shall have no obligation to inquire as to the application of the sums loaned or as to the necessity, expediency or propriety of the loan; H. To register and hold any property of any kind, whether real or personal, at any time held hereunder in the name of a nominee or nominees and to hold any such property in any State; and to receive and keep any stocks, bonds or other securities unregistered or in such condition as to pass by delivery; I. To extend the time for payment of any claim or obligation; and to abandon, settle, compromise, renew, modify, release, adjust or submit to arbitration in whole or in part and without the order of any court any and all claims or obligations whether the same shall increase or decrease the value or aggregate of the property held hereunder; J. To distribute with sole and absolute discretion any property in kind at market value unless otherwise directed herein or in cash, or partly in kind and partly in cash, and to allocate among the recipients the property distributed in kind without any obligation to make proportionate distributions or any obligation to distribute to all recipients property having an equivalent Federal income tax cost; K. To determine whether or not to amortize the premium on any investment in bonds or similar obligations or to allocate to income all or any part of any discount on any such investment; and to allocate to income or to principal as shall be deemed advisable any dividend or distribution the allocation of which is not ascertainable under the preceding two subparagraphs or concerning the allocation of which there is any question, and the decision with respect thereto shall be final and binding upon all persons interested hereunder; L. After the termination of any trust hereunder to exercise all the powers, authorities and discretions herein conferred until the complete distribution �f the property held hereunder; � M. To act in any jurisdiction where permitted by law, or to designate one or more persons or a corporation to be ancillary trustee who shall serve without bond or security in any jurisdiction in which ancillary administration may be necessary; and to negotiate and determine the compensation to be paid to such ancillary trustee whether or not any compensation would otherwise be authorized by law, and to pay such compensation out of principal or income or both; and such ancillary trustee shall have with respect to any and all property subject to the ancillary administration all powers, authorities and discretions granted in this Article, provided, however, that any action which may require the investment of additional funds or the assumption of additional obligations shall not be undertaken without prior written consent of a domiciliary fiduciary or fiduciaries; N. To employ with sole and absolute discretion investment counsel, accountants, depositories, custodians, brokers, consultants, agents, attorneys and other employees, irrespective of whether any person so employed shall be a fiduciary hereunder and irrespective of whether any firm or corporation so employed shall be one in which a fiduciary hereunder shall be a partner, stockholder or officer or shall have any interest, and to pay the usual compensation for such services out of principal or income as may be deemed advisable; and such compensation may be paid without diminution of or charging the same against the commissions or compensation of any fiduciary hereunder; and any fiduciary who shall be a partner, stockholder or officer in any such firm or corporation shall nevertheless be entitled as a partner, stockholder or officer to receive his share of the compensation paid to such firm or corporation; O. To exercise any and all of the powers, authorities and discretions conferred hereunder in respect of any securities of any corporate fiduciary acting hereunder, or in respect of any securities of any holding company or corporation owning securities of any corporate fiduciary acting hereunder. P. To purchase any property at such price and upon such terms as the Trustees shall determine from, and to lend money at such rate of interest as the Tnistees shall determine to, the Executor(s) or Administrator(s) of the Settlor's estate, whether or not the Trustees shall be acting as an Executor or Administrator thereof in a separate capacity. Q. To divide property in any trust with an inclusion ratio, as defined in Section 2642(a)(1) of the Code (or any successor provision thereto), of neither one nor zero into rivo separate trusts representing two ti•actional shares, one with an inclusion ratio of one and the other with an inclusion ratio of zero. -h- R To take such action in collecting the proceeds of any life insurance payable to a fiduciai•y (after deducting all charges by way of advances, loans or otherwise) as the fiduciary deems best, paying the expense thereof from the trust property, but the tiduciary need not enter into 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 instrument or see to the application of the proceeds, and the fiduciary's receipt to the insurance company shall be a complete release for any payment made. S. To inspect and monitor businesses and real property (whether held directly or through a partnership, corporation, trust or other entity) for environmental conditions or 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; to expend trust property to implement the authority granted in this subparagraph; no action or failure to act by the Trustee pursuant to this paragraph shall be subject to question by any beneficiary. ARTICLE 5: ACCOUNTING A. The Trustee may settle his account of the trust hereunder at any time by agreement or judicially. An agreement made with the beneficiaries who are subject to no legal disability and who at the time are eligible to receive trust income or would be entitled to the principal if the same were then distributable, shall bind all persons, whether or not then in being or of legal capacity, then or thereafter entitled to any principal or income of the trust accounted for, and shall release and discharge the Trustee for the acts and proceedings embraced in the account as effectively as a judicial settlement. B. The Trustee shall furnish monthly statements of his management of the trust to the Settlor during her lifetirne. _-,_ ARTICLE 6: GOVERNING LAW A. `I'he laws of the state which is the situs of the trust administration shall govern as to any question that may arise regarding the validity of any trust created hereunder, as well as to any other question that may arise during the course of the administration thereof, whether pertaining to the distribution of principal or income, or pertaining to the rights of any beneficiary, or to the rights, duties and discretions of the Trustees, or involving the construction of any provision of this Agreement. B. The initial sihis of trust administration shall be the State of New York. If the Trustee deems it advisable to transfer any trust created under this Agreement to another jurisdiction and to administer such trust in such other jurisdiction, whether because of changes in the residence of the Trustee or of the beneficiaries, or with a view to the more expeditious and economical administration of the Trust Estate, or for any other reason whatsoever, the Trustee is hereby authorized and empowered to make such change in situs and, if necessary, to invoke the jurisdiction of the appropriate court of the new situs as may be required in the administration of the trusts. The exercise of this discretion by the Trustee shall require the written consent of the Settlor, if she is then living. Changes in situs may be made from time to time and from jurisdiction to jurisdiction, and the situs of different trusts administered hereunder may be changed to different jurisdictions. The validity and effect of all provisions relating to any trust herein created shall be construed under and regulated by the laws of the jurisdiction into wllich the trlist may have been so removed. In tlle event that a trust shall be transferred to another jurisdiction and the Trustee then acting shall not be permitted to act as Tr�astee under the la�vs of that -�- ,jurisdiction, then a vacancy in the office of "I'rustee shall be deemed to eaist and a sticcessor "I't•ustee or Co-Trustee of such trust shall be appointed in accordance with the provisions of Section B of Article 7 hereinafter. ARTICLE 7: SUCCESSOR TRUSTEE A. Any Trustee serving hereunder may resign at any time by mailing written notice setting forth the date of such resignation to the Settlor, if then living. Upon the date so specified (not less than thirty (30) days subsequent to the mailing of such notice) all duties of the Trustee so resigning shall cease. B. In the event that CHARLES E. COATES III shall at any time be unable to serve as a Trustee hereunder, then the Settlor shall designate an individual or banking institution with trust powers to serve as successor Trustee. If no successor Trustee shall be designated by the Settlor for any reason, then BANK OF NEW YORK MELLON, a banking corporation with an office in Greenwich, Connecticut, shall become successor Trustee. Any such appointment of a successor Trustee shall take effect upon the filing of a written acceptance of said position of trust with the person or persons making the appointment. C. All the rights, duties, powers, discretions and immunities conferred or imposed by this Agreement upon the "Trustee" shall apply to and may be exercised by such Trustee as shall at any time be serving hereunder. D. Any corporation into which any corporate Trustee serving hereunder may be merged, or with which it may be consolidated, or whicl� may succeed to all or substantially all of the assets of a�1y such corporate Trustee, may serve, without bond, in tlle place and stead of and as successoc• to such corporate Trustee as Trustee ]Iereunder without any order of court or tlle filing of any document, and without any accounting in -9- any court of record and when so acting shall have all the powers and authority herein conferred upon such corporate T�rustee. ARTICLE 8: REVOCATION OR AMENDMENT OF TRUST A. The Settlor reserves the right to revoke the trust created by this Agreement in whole or in part at any time and from time to time by a proper instrument in writing to that effect, executed by the Settlor and delivered to the Trustees during the Settlor's lifetime. Upon such revocation becoming effective the Trustee shall pay, transfer and deliver to the Settlor or the Settlor's nominee, discharged of the trust hereunder, the cash, securities and other property held in trust hereunder to which such revocation shall be applicable, after deducting, however, any sum or sums which may be required to enable the Trustee to complete their duties to the date of such revocation and to pay and discharge all claims, liabilities and demands then due or to come due to said Trustee, or which may in any way be or become chargeable to said Trustee, or which may be necessary to indemnify him for any such claims, liabilities, demands or charges. B. The Settlor further reserves the right at any time and from time to time to alter or amend the trust created by this Agreement by a proper instrument in writing executed by the Settlor and delivered to the Trustee during the Settlor's lifetime, provided, however, that such alteration or amendment shall not materially affect the rights, obligations or responsibilities of the Trustee hereunder, without the Trustee's consent thereto. ARTICLF, 9: MISCELLANEOUS Anything contained in this Trust Agreement to the contrary notwithstanding: A. For the payment of money to the Trustee, whether of purchase money for securities sold by the Trustee, ot• otherwise, the receipt of the Trustee sllall be a sufficient -io- discharge and it shall not be the duty of any purchaser or purchasers or other person or persons making such payments to see to the application of the money so paid. B. No part of any income received by the Trustee on property originally transferred or subsequently added to this trust shal] be deemed to be principal by reason of the fact that it may have accrued prior to the time of such transfer or addition. C. No Trustee or donee of a power during minority to manage property vested in an infant shall be required to give bond for any purpose. D. No interest of any beneficiary under this Agreement shall be grantable, transferable, or otherwise assignable by anticipation, either by the voluntary or involuntary act of such beneficiary or by operation of law, nor shall such interest be liable in any way for the debts of such beneficiary. E. This Agreement shall be binding upon the executor(s), administrator(s), successors and assigns of the undersigned. F. The captions assigned to Articles of this Agreement are for convenience only, and shall not be given consideration in the construction or interpretation of this Agreement or the intentions of the parties hereto. G. In the event any beneficiary hereunder shall survive the Settlor, but shall fail to survive the Settlor for a period of sixty (60) days, then all provisions of this Agreement, and any amendment hereto, shall take effect in all respects as though such beneficiary had predeceased the Settlor. -1�- IN WI"I�NESS WHERF,OF, ANN N. WALKER, as Settlor, and CHARLES E. COATES III, as Trustee, have hereunto and to two (2) counterparts of the same tenor and date, set their hands and seals the day and year above written. In the presence of: �� . � ^ ��.�,L n , �J �� L.s. v,�� ANN N. WALKER Settlor ` / �-' .`'`� �Y� ��'�.v--� � , ��z.--- �'�, ( �� :� �i�' C��' �;'> CHARLES E. COATES III � �' � '�" � "�� Trustee ,__J-,' -1z- I STAT'E OF CONNE . ICUT ) �- ) ss.: Gree �ich � ' ��= �� C�-�� COLINTY O AIRFIELD ) � C C,'.;,�'� � v� �rJ 7��-�c� . � On this o�,o day of June, 2008, before me, the undersigned officer, personally appeared ANN N, WALKER, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. N�CHOLAS P. PRESUTTI (�—� ��_ NOTARY PUBLIC,STATE OF NEW YORK QUALIFIED IN ONTARIO COUNTY Notary Public N0.01PR6184683 My Commission Expires: � `� �t. MY COMMISSION EXPIRES��( C7�'Z STATE OF CONNECTICUT ) ) ss.: Greenwich COUNTY OF FAIRFIELD ) On this �,��tL'� day of June, 2008, before me, the undersigned officer, personally appeared CHARLES E. COATES III, known to me (or satisfactarily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. i ,.,,�;,', , �c��. --� Notary Public My Commission Expires: �; ��'�� L �-+. ! -i�-