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Home My WebLink About09-02-05 !3~),iflSOd sn ~ l[". ~" ()) 01 ,~', (.) '<" 0 I~ i5 CO E C . ! (', " ',f) u: ". CO or: " "'" ~ ;-.:., J! 0 ~ tl3lSVH - -- as ~ UJ tn ctS - 0 l"- I:[] ..... CI I"- ~ Cf.l I:[] H rrl H I:[] -- - H I:[] U. 0 ~ M(.O ..-::l 0)0 >"-< ... 0') 0>>::1 CI ..... <::l" p,;rg CI ::l, CI CJ:l- >>::10 ~ H::r: '"00 Cf.lH CI ~t- HP:i rrl 0- 00 U1 o:::~ >>::10 ..-::l -- :,t:!P-; P:iu >>::I CI c:r O)_~ ><><P:i r- t;::-= HH<tlM CI ~=r: ZgsO...-l CI o 0'0 I"- '0 - 0. 00Cf.lr-. "@E uu ...-l >>::I c..~ ~~Cf.l<tl l() tnU ~ gP-< - <::l" ~~~>>::I "=J >>::I>>::IP:i~ I ~. ~~OH - c<Jes 558H <:j ~ ..:i uu ~ ~-gs::"i .. ...-lU ~ 0 ~..c: 0 ~-~~~ E-c r ~---- -- ~ KEEFER WOOD ALLEN & RAHAL, LLP ATTORNEYS AT LAW 415 FALLOWFIELD ROAD, SUITE 301 CAMP HILL, PA 17011-4906 HEATH L. ALLEN N. DAVID RAHAL CHARLES W. RUBENDALL II ROBERT L. WELDON EUGENE E. PEPINSKY, ..JR. ..JOHN H. ENOS III GARY E. F"RENCH DONNA S. WELDON BRADF"ORD DORRANCE ..JEF"F"REY S. STOKES ROBERT R. CHURCH STEPHEN L. GROSE R. SCOTT SHEARER ELYSE E. ROGERS CRAIG A. LONGYEAR ..JOHN A. F"EICHTEL DONALD M. LEWIS III BRIDGET M. WHITLEY ELIZABETH ..J. GOLDSTEIN STEPHANIE KLEINF"EL TER BRADLEY A. WALKER ('''''~'10 ' :~'i -C'5 -(~ ESTABLISHED IN 1878 OF" COUNSEL: SAMUEL C, HARRY PHONE 717-612-5800 FAX 717-612-5805 HARRISBURG OF"F"ICE: 210 WALNUT STREET HARRISBURG. PA 17101 EIN No. 23-0716135 www.keeferwood.com PHONE 717-255-8000 August 30,2005 Via: Certified Mail Cumberland County Register of Wills Cumberland County Courthouse 1 Courthouse Square Carlisle, P A 17013 Re: Estate of Helen E. Smith Dear Sir/Madam: 717-612-5808 cswindler@keeferwood.com Enclosed herewith for filing please find the following: 1. Pennsylvania Inheritance Tax Return (filed in duplicate;) 2. Check in the amount of $33,706.70 in payment of tax due; 3. Check in the amount of $15.00 in payment of your filing fee. Kindly acknowledge receipt of these documents by time-stamping the enclosed copy of this letter and returning it to our office. Thank you. /cds 91562 Enclosure Sincerely yours, &D~W~ Legal Assistant to Elyse E. Rogers :: . ') ~,.~~ -; ') ,. .J 1 roo) '-') , "j " -J -..1 .1 r~,,-' en '} ,', COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE BUREAU OF INDIVIDUAL TAXES DEPT. 280601 REV-1162 EX(11-96) HARRISBURG. PA 17128-0601 PENNSYLVANIA RECEIVED FROM: INHERITANCE AND ESTATE TAX OFFICIAL RECEIPT NO. CO 005758 ROGERS ELYSE E, ESQUIRE 415 FALLOWFIELD ROAD CAMP HILL, PA 17011 ACN ASSESSMENT AMOUNT CONTROL NUMBER ______u fold ---------- -------- 101 I $33,706.70 ESTATE INFORMATION: SSN: 183-16-2887 I FILE NUMBER: 2105-0791 I DECEDENT NAME: SMITH HELEN E I DATE OF PAYMENT: 09/02/2005 I ,,-~ ~ POSTMARK DATE: 08/30/2005 I COUNTY: CUMBERLAND I DATE OF DEATH: 12/23/2004 I I TOTAL AMOUNT PAID: $33,706.70 REMARKS: CHECK# 1466 INITIALS: JA SEAL RECEIVED BY: GLENDA FARNER STRASBAUGH REGISTER OF WILLS REGISTER OF WILLS , I REV-l500 EX (6-00) OFFIOAl USE ONLY COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE DEPT. 280601 HARRISBURG, PA 17128-0601 REV-1500 INHERITANCE TAX RETURN RESIDENT DECEDENT FILE NUMBER ~-L - Q5 Q'7QL_ COUNTY CODE YEAR NUMBER I- Z W C W (,J W C DECEDENT'S NAME (LAST, FIRST, AND MIDDLE INITIAL) Smith, Helen E. DATE OF DEATH (MM-DD-YEAR) DATE OF BIRTH (MM-DD-YEAR) 12/23/2004 03/26/1922 (IF APPLICABLE) SURVIVING SPOUSE'S NAME (LAST, FIRST, AND MIDDLE INITIAL) REGISTER OF WILLS SOCIAL SECURITY NUMBER SOCIAL SECURITY NUMBER 183 -16 -2887 THIS RETURN MUST BE FILED IN DUPLICATE WITH THE w ~ :,.:$<n ult:::.:: wo.u :z:00 ult:..J o.lD ~ [Z] 1. Original Return D 4. Limited Estate lXJ B. Decedent Died Testate (Allacn copy ofWiIJ) D 9. Litigation Proceeds Received D 2. Suppiemental Retum D 3. Remainder Return (dale of deatn prior to 12-13-82) 00 4a. Future Interest Compromise (date of death after 12-12-82) D 5. Federal Estate Tax Return Required lXJ 7. Decedent Maintained a Living Trust (Attach copy of Trust) _ 8. Total Number of Safe Deposit Boxes D 10. Spousal Poverty Credit (dat. of death between 12-31-91 acd 1.1.95) D 11. Election to tax under Sec, 9113(A}(Allach 5ohO) I- Z W C Z o II. IJl W a: a: 8 THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: NAME COMPLETE MAILING ADDRESS Elyse E. Rogers, Esquire FIRM NAME (If Applicable) Keefer Wood Allen & Rahal, LLP TELEPHONE NUMBER 415 Fallowfield Road, Camp Hill, PA 17011 Suite 301 717-612-5801 L Real Estate {Schedule A} (1) 2. Stocks and Bonds (Schedule B) (2) 3. Closely Held Corporation, Partnership or Sole-Proprietorship (3) 4. Mortgages & Notes Receivable (Schedule D) {4} 5. Cash, Bank Deposits & Miscellaneous Personal Property (Schedule E) (5) Z 6. JO Owned Property (Schedule F) (B) 0 ~ Separate Billing Requested :S 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (7) :::l (Schedule G or L) l- e: B. Total Gross Assets (total Lines 1-7) <C (,J W 9. Funeral Expenses & Administrative Costs {Schedule H} (9) Q: 10. Debts of Decedent. Mortgage Liabflities, & Liens (Schedule I) (10) 11. Total Deductions (total Lines 9 & 10) 0.00 OFFIO"'- USE.aNL Y ,-'} -:::'::1 ;.) _J1 .-TJ -n ..'J ) .J '..j j C'j ..J ,:') ; I ;J '.. ) ill 0.00 0.00 0.00 I 1\) 356.00 22,402.42 -"'1 !., ) 739,604.86 {8} 11,867.56 762,363.28 1,458.00 (II) 13,325.56 749,037.72 0.00 12. Net Value of Estate (Line B minus Line 11) 13. Charitable and Governmental Bequests/See 9113 Trusts for which an election to tax has not been made (Schedule J) {12} (13) 14. Net Value Subject to Tax (Line 12 minus Line 13) 749,037.72 {14} SEE INSTRUCTIONS ON REVERSE SIDE FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax Z rate, or transfers under Sec. 911B (a}(1.2) o i= <( lB. Amount of Line 14 taxable at lineal rate ~ ::J ~ 17. Amount of Line 14 taxable at sibling rate o U 18. Amount of Line 14 taxable at collateral rate ~ I- 19. Tax Due 0.00 x .00_ (15) 0.00 33,706.70 0.00 749,037.72 0.00 x .045-- (IB) x .12 (17) 0.00 x .15 (18) 0.00 33,706.70 (19) 20. o CHECK HERE IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT > > BE SURE TO ANSWER ALL QUESTIONS ON REVERSE SIDE AND RECHECK MATH < < 2W46451.000 Yes D o o o without receiving adequate consideration? . . . . . . . . . . . . . . . . . . . . . . . . . . .. [X] 3. Did decedent own an "in trust for" or payable upon death bank account or security at his or her death? D 4. Did decedent own an Individual Retirement Account, annuity, or other non-probate property which contains a beneficiary designation? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. [Z] D IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. Decedent's Complete Address: S1REET ADDRESS 261 Carol Street CITY New CUmberland STATE PA Tax Payments and Credits: 1. Tax Due (Page 1 Line 19) 2. Credits/Payments A. Spousal Poverty Credit B. Prior Payments C. Discount (1 ) 0.00 0.00 0.00 Total Credits (A + B + C) (2) 3. Interest/Penalty if applicable D. Interest E. Penalty 0.00 0.00 TotallnterestlPenalty (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 request 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 + 5A. This is the BALANCE DUE. Make Check Pa able to: REGISTER OF WILLS, AGENT (58) PLEASE ANSWER THE FOllOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: 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 1 ~ ZIP 17070 33,706.70 0.00 0.00 33,706.70 0.00 33,706.70 No [X] 00 00 00 D [X] AOORESS DATE g-;a T, 0:) DATE --" ,..~ ~I_~;~",.~ - ..,'~.~.~ i1~'""" 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. S 9916 (a) (1.1) (i)). 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. S 9116 (a) (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 retum 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. S 9116(a)(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. S 9116(1.2) [72 P.S. !j9116(a)(1)). 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. 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. 2W 4646 1.000 REV-150B EX + (1-97) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Smith, Helen E. SCHEDULEE ~ CASH, BANK DEPOSITS, & MISC. PERSONAL PROPERTY FILE NUMBER II 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. ITEM NUMBER 1. IRS Refund DESCRIPTION VALUE AT DATE OF DEATH 356.00 2W46AD 2.000 TOTAL (Also enter on line 5, Recapitulation) $ (If more space is needed, insert addttional sheets ofthe same size) 356.00 \ I REV-1509 EX + (1-97) . . COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Smith, Helen E. SCHEDULE F JOINTLy..oWNED PROPERTY FILE NUMBER If an asset was made joint within one year of the decedent's date of death, it must be reported on Schedule G. SURVIVING JOINT TENANT(S) NAME A. Smith Rossi, Marguerite ADDRESS RELA TlONSHIP TO DECEDENT 60 Maple Avenue South Westport, CT 06880 Daughter B. c. JOINTL Y.OWNED PROPERTY: lETTER DATE DESCRIPTION OF PROPERTY %0= DATE OF DEATH ITEM FORJOINT MADE Include name of financial institution and bank account number or DATE OF DEATH DECD'S VALUE OF NUMBER TENANT JOINT similar identifying number. Attach deed for' ointlv-held real estate. VALUE OF ASSET INTEREST DECEDENTS INTEREST 1. A 06/14/2001 239 shares of Charter 5,923.62 50.00 2,961.81 Municipal Mortgage Acceptance Company joint tenants with decedent's daughter, Marguerite Smith Rossi 2 A 01/01/1985 Prudential Financial 38,881.22 50.00 19,440.61 Account Number 03434111091 (4,277.362 shares of Dryden Government Income Cl A Fund at $9.09/share) joint WROS with decedent's daughter, Marguerite Smith Rossi TOTAL (Also enter on line 6 Recaoitulation) $ 22,402.42 2W46AE 2.000 (If more space is needed, insert additional sheets of same size) , I . Charter Municipal Mortgage . Date of Death: 12/23/2004 Valuation Date: 12/23/2004 Processing Date: 07/07/2005 Estate of: Helen E. Smith Estate Account: 91562 Report Type: Date of Death Number of Securities: 1 File ID: Smith, Helen E. Charter Municipal Shares or Par Security Description High/ASk Low/Bid Mean and/or Div and Int Adjustments Accruals Security Value 1) 239 CHARTERMAC (160908109) SH BEN INT American Stock Exchange 12/23/2004 24.95000 24.62000 H/L 24.785000 5,923 . 62 Total Value: Total Accrual: Total: $5,923.62 $5,923.62 $0.00 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 7.0.4) I' . Prudential Financial . Date of Death: 12/23/2004 Valuation Date: 12/23/2004 Processing Date: 07/07/2005 Estate of: Helen E. Smith Estate Account: 91562 Report Type: Date of Death Number of Securities: 1 File ID: Smith, Helen E. Prudential Financial Shares or Par Security Description High/Ask Low/Bid Mean and/or Div and Int Adjustments Accruals Security Value 1) 4277.362 DRYDEN GOVT INCOME FD INC (26243M103) CL A Mutual Fund (as quoted by NASDAQ) 12/23/2004 9.09000 Mkt 9.090000 38,881.22 Total Value: Total Accrual: Total: $38,881.22 $38,881.22 $0.00 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 7.0.4) REV-1510 EX + (1-97) . SCHEDULE G INTER-VIVOS TRANSFERS & MISC. NON-PROBATE PROPERTY COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Smith, Helen E. . FILE NUMBER II This schedule must be completed and filed if the answer to any of questions 1 through 4 on the reverse side of the REV-1500 COVER SHEET is yes. DESCRlPllON OF PROPERTY ITEM INCLUDE THE N!>ME OF !HE TRANSFEREE. THEIR RELATIONSHIP TO NUMBER DECEDENT AAtlTHE ~~Oto1~gA'trACH A COpy Of THE 1. M&T Bank IRA Retirement plan number L183162887, account numbers 35-004201740633, 35-004201909685 Beneficiaries: Decedent's daughters, Ann Smith Gregoire & Marguerite Smith Rossi %OF DECO'S INTEREST 100.00 DATE OF DEATH VALUE OF ASSET 11,804.2~ 2 Helen E. Smith Revocable Living Trust Wachovia Securities account #7181-5435 358,645.31 100.00 3 Helen E. Smith Revocable Living Trust Wachovia Securities account #7181-5454 107,226.27 100.00 4 Helen E. Smith Revocable Living Trust Wachovia Securities account #7181-5483 169,008.15 100.00 5 127 shares of AIM Technology Fund Cl A (Merrill Lynch account #73B-14423) Transfer on death beneficiary: Marguerite Smith Rossi 3,227.07 100.00 6 $11,000 cash gift to decedent's grandchild, Caroline E. Rossi 11,000.00 100.00 7 $11,000 cash gift to decedent's grandchild, Charlotte A. Rossi 06/02/04 11,000.00 100.00 8 $11,000 cash gift to decedent's son-in-law, Paul F. Rossi 06/02/04 11,000.00 100.00 9 $11,000 cash gift to decedent's grandchild, Catherine E. Gregoire 06/02/04 11,000.00 100.00 Total from cont1nuation pages.... TOTAL (Also enter on line 7, Recapitulation) $ (If more space is needed, insert additional sheets of same size.) 2W46AF 2.000 EXCLUSION (If APPliCABLE) 0.00 0.00 0.00 0.00 0.00 3,000.00 3,000.00 3,000.00 3,000.00 TAXABLE VALUE 11,804.21 358,645.31 107,226.27 169,008.15 3,227 . 07 8,000.00 8,000.00 8,000.00 8,000.00 57,693.85 739,604.86 . Estate of: Smith, Helen E. Schedule G -- Inter-vivos Transfers & Misc. Non-probate Property . Item No. Description 3,000.00 10 $11,000 cash gift to decedent's son-in-law, Neil C. Gregoire 06/02/04 11 $11,000 cash gift to decedent's daughter, Marguerite Smith Rossi 06/02/04 12 $11,000 cash gift to decedent's grandchild, Matthew P. Gregoire 06/02/04 13 $11,000 cash gift to decedent's daughter, Ann Smith Gregoire 06/02/04 14 MetLife Investors Insurance Company Annuity Policy #11.8520-0 Beneficiary: Decedent's daughter, Marguerite Smith Rossi Date of death Value of asset 11,000.00 11,000.00 11,000.00 11,000.00 25,693.85 TOTAL. (Carry forward to main schedule) . . . . . . % of Deed's Interest Exclusion (If applicable) 100.00 100.00 3,000.00 100.00 3,000.00 100.00 3,000.00 100.00 0.00 II Page 2 Taxable Value 8,000.00 8,000.00 8,000.00 8,000.00 25,693.85 57,693.85 - 11 . Wachovia Securities 7181-5435 . Date of Death: 12/23/2004 Valuation Date: 12/23/2004 Processing Date: 07/07/2005 Estate of: Helen E. Smith Revocable Living Trust Account: 91562 Report Type: Date of Death Number of Securities: 12 File ID: Smith, Helen E. Wachovia 7181-5435 Shares or Par Security Description High/ASk Low/Bid Mean and/or Div and Int Adjustments Accruals Security Value 1) 1600 AVON PRODS INC (054303102) COM New York Stock Exchange 12/23/2004 39.00000 38.30000 H/L 38.650000 61,840.00 2 ) 628 BAXTER INTL INC (071813109) COM New York Stock Exchange 12/23/2004 34.62000 33.90000 H/L 34.260000 21,515.28 Div: 0.582 Ex: 12/08/2004 Rec: 12/10/2004 Pay: 01/05/2005 365.50 3 ) 800 ED! SON INTL (281020107) COM New York Stock Exchange 12/23/2004 32.36000 32.05000 H/L 32.205000 25,764.00 4) 252 FIRSTENERGY CORP (337932107 ) COM New York Stock Exchange 12/23/2004 40.33000 39.79000 H/L 40.060000 10,095.12 5) 1600 INTEL CORP (458140100) COM NASDAQ - Industrial 12/23/2004 23.60000 23.35000 H/L 23.475000 37,560.00 6) 600 MCDONALDS CORP (580135101) COM New York Stock Exchange 12/23/2004 32.74000 32.12000 H/L 32.430000 19,458.00 7) 1784 PFIZER INC (717081103) COM New York Stock Exchange 12/23/2004 26.59000 25.99000 H/L 26.290000 46,901.36 8) 366 VERIZON COMMUNICATIONS (92343VI04 ) COM New York Stock Exchange 12/23/2004 40.98000 40.69000 H/L 40.835000 14,945.61 9) 282 WEYERHAEUSER CO (962166104) COM New York Stock Exchange 12/23/2004 67.09000 66.61000 H/L 66.850000 18,851.70 10) 40000 PENNSYLVANIA ST FIN AUTH SCH R SCH REV B (709151CN2) Financial Times Interactive Data DTD: 10/29/1992 Mat: 06/01/2005 0% 12/23/2004 99.14700 Mkt 99.147000 39,658.80 ll) 25000 UPPER PERKIOMEN SCH DIST PA MO G.O. CABS ( 916343DZ6) Financial Times Interactive Data DTD: 05/15/1996 Mat: 09/01/2005 0% 12/23/2004 98.67000 Mkt 98.670000 24,667.50 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 7.0.4) n Date of Death: 12/23/2004 Valuation Date: 12/23/2004 Processing Date: 07/07/2005 . . Estate of: Helen E. Smith Revocable Living Trust Account: 91562 Report Type: Date of Death Number of Securities: 12 File ID: Smith, Helen E. Wachovia 7181-5435 Shares or Par Security Description High/ASk Low/Bid Mean and/or Div and Int Adjustments Accruals Security Value 12) 35000 ALLEGHENY CNTY PA SAN AUTH SWR SWR REV B (01 7357K(1) Financial Times Interactive Data DTD: 10/30/1991 Mat: 12/01/2006 0% 12/23/2004 95.49300 Mkt 95.493000 33,422.55 Total Value: Total Accrual: Total: $355,045.42 + $SQ(L ~'l ccJ h $354,679.92 $365.50 --- <i 3>'; '\ (p\.\ S. S \ I Page 2 This report was produced with EstateVa1, 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 7.0.4) \ I . . Wachovia Securities 7181-5454 Date of Death: 12/23/2004 Valuation Date: 12/23/2004 Processing Date: 07/07/2005 Estate of: Helen E. Smith Revocable Trust Account: 91562 Report Type: Date of Death Number of Securities: 53 File ID: Smith, Helen E. Wachovia 7181-5454 1) 2) 3 ) 4) 5) 6) 7) 8) 9) 10) 11) 12) Shares or Par security Description Mean and/or Div and Int Adjustments Accruals Security Val ue High/ASk Low/Bid 760 AGERE SYS INC (00845V308) COM New York Stock Exchange No pricing information ~ loLtp I \.35 \1--}\ -':l'-\ 145 MAHANAGAR TEL NIGAM LTD (559778402) SPONS ADR 2001 New York Stock Exchange 12/23/2004 7.92000 7.63000 H/L 7.775000 1, 127 . 38 75 ALBERTSONS INC (013104104) COM New York Stock Exchange 12/23/2004 23.41000 23.11000 H/L 23.260000 1,744.50 95 BAE SYS PLC (05523R107) SPONSORED ADR Other OTC 12/23/2004 17.80000 17.50000 H/L 17.650000 1,676.75 25 BANK FUKUOKA LTD (062215207) ADR Other OTC 12/23/2004 62.00000 61.00000 H/L 61.500000 1,537.50 65 BRASIL TELECOM PARTICIPACOES (105530109) SPON ADR PFD New York Stock Exchange 12/23/2004 37.66000 36.90000 H/L 37.280000 2,423.20 370 BUHRMANN N V (12007QI00) SPONSORED ADR New York Stock Exchange 12/23/2004 9.41000 9.32000 H/L 9.365000 3,465.05 85 LOEWS CORP (540424207) CAROLNA GP STK New York Stock Exchange 12/23/2004 29.62000 29.30000 H/L 29.460000 2,504.10 35 CELESTICA mc (15101Q108) SUB VTG SHS New York Stock Exchange 12/23/2004 13 . 98000 13 .64000 H/L 13.810000 483.35 170 CENTRAlS ELETRICAS BRASILEIRAS (15234Q207) SPONSORED ADR Other OTC 12/23/2004 7.20000 6.70000 H/L 6.950000 1,181.50 35 CENTURYTEL INC (156700106) COM New York Stock Exchange 12/23/2004 34.34000 33.74000 H/L 34.040000 1,191.40 95 COMPANIA ANONlMA NACIONL TEL (204421101) SPON ADR D New York Stock Exchange 12/23/2004 22.12000 21.60000 H/L 21.860000 2,076.70 Div: 0.388 Ex: 12/13/2004 Rec: 12/15/2004 Pay: 04/29/2005 36.86 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 7.0.4) Page 1 Date of Death: 12/23/2004 Valuation Date: 12/23/2004 Processing Date: 07/07/2005 . Shares or Par Security Description High/Ask 13) 55 COMPANHIA DE SANEAMENTO BASICO (20441A102) SPONSORED ADR New York Stock Exchange 12/23/2004 14.39000 Low/Bid 14 .10000 H/L 14) Div: 0.1007 Ex: 03/16/2004 Rec: 03/18/2004 Pay: 07/08/2005 540 CINCINNATI BELL INC NEW (171871106) COM New York Stock Exchange 12/23/2004 4.38000 15) 310 COMPANHIA PARANAENSE ENERG COP (20441B407) SPON ADR PFD New York Stock Exchange 12/23/2004 4.40000 16) 75 CONVERGYS CORP (212485106) COM New York Stock Exchange 12/23/2004 14.90000 17) 266 CORUS GROUP PLC (22087M101) SPONSORED ADR New York Stock Exchange 12/23/2004 9.91000 18) 150 DEL MONTE FOODS CO (24522PI03) COM New York Stock Exchange 12/23/2004 10.84000 19) 215 DELTA AIR LINES INC DEL (247361108) COM New York Stock Exchange 12/23/2004 7.70000 20) 315 EL PASO CORP (28336L109) COM New York Stock Exchange 12/23/2004 10.52000 4.21000 H/L 4.22000 H/L 14.70000 H/L 9.81000 H/L 10.70000 H/L 7.52000 H/L 10.30000 H/L 21) Div: 0.04 Ex: 12/01/2004 Rec: 12/03/2004 Pay: 01/03/2005 25 FAIRFAX FINL HLDGS LTD (303901102) SUBVTG New York Stock Exchange 12/23/2004 165.50000 22) 890 FIRST PAC LTD (335889200) SPONSORED ADR Other OTe 12/23/2004 1. 32000 23) 325 GOODYEAR TIRE & RUBR CO (382550101) COM New York Stock Exchange 12/23/2004 15.00000 24) 25 HACHIJUNI BANK LTD (404508202) ADR Other OTC 12/23/2004 69.75000 162.59000 H/L 1.27000 H/L 14.56000 H/L 69.20000 H/L \ I . Estate of: Helen E. Smith Revocable Trust Account: 91562 Report Type: Date of Death Number of Securities: 53 File ID: Smith, Helen E. Wachovia 7181-5454 Mean and/or Div and Int Adjustments Accruals Securi ty Value 14.245000 783.48 5.54 4.295000 2,319.30 4.310000 1,336.10 14.800000 1,110.00 9.860000 2,622.76 10.770000 1,615.50 7.610000 1,636.15 10.410000 3,279.15 12.60 164.045000 4,101.13 1. 295000 1,152 .55 14.780000 4,803.50 69.475000 1,736.88 Page 2 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 7.0.4) Date of Death: 12/23/2004 Valuation Date: 12/23/2004 Processing Date: 07/07/2005 . Shares or Par security Description 25) 50 HYPO REAL ESTATE HLDG AG (449151'1101) SPONSORED ADR Other OTC 12/23/2004 26) 130 IKON OFFICE SOLUTIONS INC (451713101) COM New York Stock Exchange 12/23/2004 27) 95 IMPERIAL CHEM INDS PLC (452704505) ADR NEW New York Stock Exchange 12/23/2004 28) 4640 INVENSYS PLC (461204109) SPONSORED ADR Other OTC 12/23/2004 29) 125 KEMET CORP (488360108) COM New York Stock Exchange 12/23/2004 30) 190 KONINKLIJKE AHOLD N V (500467303) SPON ADR NEW New York Stock Exchange 12/23/2004 31) 100 MAGYAR TELEKOM LTD (559776109) SPONSORED ADR New York Stock Exchange 12/23/2004 32) 70 MAYTAG CORP (578592107) COM New York Stock Exchange 12/23/2004 33) 90 MICRON TECHNOLOGY INC (595112103) COM New York Stock Exchange 12/23/2004 34) 25 NATIONWIDE FINL SVCS INC (638612101) CL A New York Stock Exchange 12/23/2004 35) 70 QUEBECOR WORLD INC (748203106) COM NON-VTG New York Stock Exchange 12/23/2004 36) 390 ROYAL & SUN ALLIANCE INS (78004V202) SPON ADR NEW New York Stock Exchange 12/23/2004 High/Ask 41. 60000 11.32000 18.50000 0.59000 8.53000 7.77000 23.19000 21. 22000 11. 86000 38.45000 20.82000 7.48000 Page 3 Low/Bid 41.00000 H/L 11.20000 H/L 18.25000 H/L 0.46000 H/L 8.25000 E/L 7.62000 E/L 23.01000 E/L 20.92000 E/L 11.52000 E/L 38.04000 E/L 20.38000 E/L 7.35000 E/L II . Estate of: Helen E. Smith Revocable Trust Account: 91562 Report Type: Date of Death Number of Securities: 53 File ID: Smith, Helen E. Wachovia 7181-5454 Mean and/or Div and Int Adjustments Accruals Security Value 41. 300000 2,065.00 11.260000 1,463.80 18.375000 1,745.63 0.525000 2,436.00 8.390000 1,048.75 7.695000 1,462.05 23.100000 2,310.00 21.070000 1,474.90 11. 690000 1,052.10 38.245000 956.13 20.600000 1 , 442 . 00 7.415000 2,891.85 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 7.0.4) Date of Death: 12/23/2004 Valuation Date: 12/23/2004 Processing Date: 07/07/2005 . Low/Bid 9.84000 H/L 19.20000 H/L 7.25000 H/L 18.28000 H/L 9.44000 H/L 42) Div: 0.326 Ex: 02/04/2004 Rec: 02/06/2004 Pay: 01/03/2005 49 TELE NORTE LESTE PART S A (879246106) SPON ADR PFD New York Stock Exchange 12/23/2004 11 . Estate of: Helen E. Smith Revocable Trust Account: 91562 Report Type: Date of Death Number of Securities: 53 File ID: Smith, Helen E. Wachovia 7181-5454 Mean and/or Div and Int Adjustments Accruals Securi ty Value Shares or Par security Description High/Ask 16.31000 H/L 10.50000 H/L 34.17000 H/L 6.53000 H/L 10.60000 H/L 19.91000 H/L 17.28000 H/L 9.985000 1,048.43 37) 105 ROYAL GROUP TECHNOLOGIES LTD (779915107) COM New York Stock Exchange 12/23/2004 10.13000 19.465000 2,141 . 15 38) 110 SAFEWAY INC (786514208) COM NEW New York Stock Exchange 12/23/2004 19.73000 7.305000 1,570.58 39) 215 SERVICE CORP INTL (817565104) COM New York Stock Exchange 12/23/2004 7.36000 18.455000 2,214.60 40) 120 SYNOPSYS INC (871607107) COM NASDAQ - Industrial 12/23/2004 18.63000 9.520000 485.52 41) 51 TELE CENTRO OESTE CELULAR S A (87923PI05) SPON ADR PFD New York Stock Exchange 12/23/2004 9.60000 16.63 16.420000 804.58 16.53000 43) 215 TELECOM ARGENTINA S A (879273209) SPON ADR REP B New York Stock Exchange 12/23/2004 10.90000 10.700000 2,300.50 44) 50 TELECOM CORP NEW ZEALAND LTD (879278208) SPONSORED ADR New York Stock Exchange 12/23/2004 34.38000 34.275000 1,713.75 45) 105 TELESP CELULAR PART S A (87952LI08) SPON ADR PFD New York Stock Exchange 12/23/2004 6.63000 6.580000 690.90 46) 300 TENET HEALTHCARE CORP (88033GI00) COM New York Stock Exchange 12/23/2004 10.84000 10.720000 3,216.00 47) 130 TOYS R US INC (892335100) COM New York Stock Exchange 12/23/2004 20.15000 20.030000 2,603 . 90 48) 180 UNUMPROVIDENT CORP (91529YI06) COM New York Stock Exchange 12/23/2004 17.69000 17.485000 3,147.30 Page 4 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 7.0.4) Date of Death: 12/23/2004 Valuation Date: 12/23/2004 Processing Date: 07/07/2005 . Shares or Par 49) 50) 51) 52) 53) Total Value: Total Accrual: Total: Security Description High/Ask 1 ' . Estate of: Helen E. Smith Revocable Trust Account: 91562 Report Type: Date of Death Number of Securities: 53 File ID: Smith, Helen E. Wachovia 7181-5454 Low/Bid Mean and/or Div and Int Adjustments Accruals Security Value 160 VALEO (919134304) SPONSORED ADR Other OTC 12/23/2004 20.90000 20.70000 H/L 20.800000 3,328.00 260 VIDESH SANCHAR NIGAM LTD (92659G600) SPaN ADR NEW New York Stock Exchange 12/23/2004 10.71000 10.56000 H/L 10.635000 2,765.10 265 VISTEON CORP (92839UI07) COM New York Stock Exchange 12/23/2004 9.86000 9.64000 H/L 9.750000 2,583.75 135 WOLTERS KLUWER N V (977874205) SPONSORED ADR Other OTC 12/23/2004 19.80000 19.60000 H/L 19.700000 2,659.50 715 3COM CORP (B85535104) COM NASDAQ - Industrial 12/23/2004 3.92000 3.75000 H/L 3.835000 2,742. 03 $102,343.36 I OL.~ \ Il()e. fe. I ' .. S(.,I(P +-'1-e\e.5r ({ \\<JICLfJ<-tS 30('\'"'\ -.'1.... T (Uh !)vv..) . (~\ ';)1 ( ~J.f....~1 Page 5 $102,271.73 $ 71 . 63 This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you have questions, please contact EVP Systems at (B18) 313-6300 or www.evpsys.com. (Revision 7.0.4) . \ I Wachovia Securities 7181-5483 . Date of Death: 12/23/2004 Valuation Date: 12/23/2004 Processing Date: 07/07/2005 Shares or Par Security Description High/ASk 1) 29 AETNA INC NEW (00817Y108) COM New York Stock Exchange 12/23/2004 125.38000 Estate of: Helen E. Smith Revocable Trust Account: 91562 Report Type: Date of Death Number of Securities: 56 File ID: Smith, Helen E. wachovia 7181-5483 Low/Bid Mean and/or Div and Int Adjustments Accruals Security Value 123.35000 H/L 124.365000 3,606.59 2) 52 AMERICAN GREETINGS CORP (026375105) CL A New York Stock Exchange 12/23/2004 27.75000 24.16000 H/L 25.955000 1,349.66 3) 66 AMEREN CORP (023608102) COM New York Stock Exchange 12/23/2004 50.14000 49.64000 H/L 49.890000 3,292.74 Div: 0.635 Ex: 12/06/2004 Rec: 12/08/2004 Pay: 12/31/2004 41. 91 4) 152 ARCHER DANIELS MIDLAND CO (039483102) COM New York Stock Exchange 12/23/2004 22.24000 21.96000 H/L 22.100000 3,359.20 5) 115 AVAYA INC (053499109) COM New York Stock Exchange 12/23/2004 17.48000 17.22000 H/L 17.350000 1,995.25 6) 72 BALL CORP (058498106) COM New York Stock Exchange 12/23/2004 44.58000 44.04000 H/L 44.310000 3,190.32 7) 43 BAUSCH & LOMB INC (071707103) COM New York Stock Exchange 12/23/2004 65.02000 64.61000 H/L 64.815000 2,787.05 Div: 0.13 Ex: 11/29/2004 Rec: 12/01/2004 Pay: 01/04/2005 5.59 8) 178 CADENCE DESIGN SYSTEM INC (127387108) COM New York Stock Exchange 12/23/2004 14.05000 13.89000 H/L 13.970000 2,486.66 9) 74 CAREMARK RX INC (141705103) COM New York Stock Exchange 12/23/2004 39.74000 10) 44 CENTURYTEL INC (156700106) COM New York Stock Exchange 12/23/2004 34.34000 11) 62 CNH GLOBAL N V (N20935206) SHS NEW New York Stock Exchange 12/23/2004 18.99000 Page 1 38.90000 H/L 39.320000 2,909.68 33.74000 H/L 34.040000 1,497.76 18.42000 H/L 18.705000 1,159.71 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 7.0.4) II Date of Death: 12/23/2004 Valuation Date: 12/23/2004 Processing Date: 07/07/2005 . E. of: Helen E. Smith Revocable Trust Account: 91562 Report Type: Date of Death Number of Securities: 56 File ID: Smith, Helen E. Wachovia 7181-5483 Shares or Par Security Description High/Ask Low/Bid Mean and/or Div and Int Adjustments Accruals Security Value 12) 29 COMPUTER SCIENCES CORP (205363104) COM New York Stock Exchange 12/23/2004 56.32000 55.78000 H/L 56.050000 1,625.45 13) III CONSECO INC (208464883) COM NEW New York Stock Exchange 12/23/2004 20.00000 19.71000 H/L 19.855000 2,203.91 14) 32 CUMMINS INC (231021106) COM New York Stock Exchange 12/23/2004 83.92000 83.07000 H/L 83.495000 2,671.84 15) 182 DANA CORP (235811106) COM New York Stock Exchange 12/23/2004 17.43000 17.20000 H/L 17.315000 3,151.33 16) 52 DEAN FOODS CO NEW (242370104) COM New York Stock Exchange 12/23/2004 32.65000 32.23000 H/L 32.440000 1,686.88 17) 82 EASTMAN CHEM CO (277432100) COM New York Stock Exchange 12/23/2004 57.55000 57.08000 H/L 57.315000 4,699.83 Div: 0.44 Ex: 12/13/2004 Rec: 12/15/2004 Pay: 01/03/2005 36.08 18) 50 EOG RES INC (26875PI01) COM New York Stock Exchange 12/23/2004 73.00000 71.94000 H/L 72.470000 3,623.50 19) 36 EVEREST RE GROUP LTD (G3223RI08) COM New York Stock Exchange 12/23/2004 89.88000 89.20000 H/L 89.540000 3,223.44 20) 22 FEDERATED DEPT STORES INC DEL (31410HI01) COM New York Stock Exchange 12/23/2004 56.84000 55.24000 H/L 56.040000 1,232.88 Div: 0.135 Ex: 12/13/2004 Rec: 12/15/2004 Pay: 01/03/2005 2.97 21) 131 FOOT LOCKER INC (344849104) COM New York Stock Exchange 12/23/2004 27.15000 26.52000 H/L 26.835000 3,515.39 22) 91 GENUINE PARTS CO (372460105) COM New York Stock Exchange 12/23/2004 43.90000 43.50000 H/L 43.700000 3,976.70 Div: 0.3 Ex: 12/08/2004 Rec: 12/10/2004 Pay: 01/03/2005 27.30 Page 2 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 7.0.4) , I . _eof: Date of Death: 12/23/2004 Valuation Date: 12/23/2004 Processing Date: 07/07/2005 Helen E. Smith Revocable Trust Account: 91562 Report Type: Date of Death Number of Securities: 56 File ID: Smith, Helen E. Wachovia 7181-5483 Shares security Mean and/or Div and Int Security or Par Description High/Ask Low/Bid Adjustments Accruals Value 23) 100 GEORGIA PAC CORP (373298108) COM New York Stock Exchange 12/23/2004 37.90000 37.38000 H/L 37.640000 3,764 .00 24) 25) 26) 27) 28) 29) 30) 31) 32) 33) 34) 95 GLOBALSANTAFE CORP (G3930E101) SHS New York Stock Exchange 12/23/2004 32.90000 32.40000 H/L 32.650000 3,101.75 49 GRAINGER W W INC (384802104) COM New York Stock Exchange 12/23/2004 66.10000 65.31000 H/L 65.705000 3,219.55 105 HALLIBURTON CO (406216101) COM New York Stock Exchange 12/23/2004 39.88000 39.41000 H/L 39.645000 4,162.73 71 HEALTHCARE RLTY TR (421946104) COM New York Stock Exchange 12/23/2004 41.46000 40.79000 H/L 41.125000 2,919.88 203 HOST MARRIOTT CORP NEW (44107P104) COM New York Stock Exchange 12/23/2004 16.89000 16.72000 H/L 16.805000 3,411.42 68 HUBBELL INC (443510201) CL B New York Stock Exchange 12/23/2004 50.03000 49.40000 H/L 49.715000 3,380.62 Div: 0.33 Ex: 12/16/2004 Rec: 12/20/2004 Pay: 01/11/2005 136 INTERPUBLIC GROUP COS INC (460690100) COM New York Stock Exchange 12/23/2004 22.44 13.40000 13.23000 H/L 13.315000 1,810.84 182 KING PHARMACEUTICALS INC (495582108) COM New York Stock Exchange 12/23/2004 12.30000 12.21000 H/L 12.255000 2,230.41 90 LEGGETT & PLATT INC (524660107) COM New York Stock Exchange 12/23/2004 27.78000 27.39000 H/L Div: 0.15 Ex: 12/13/2004 Rec: 12/15/2004 Pay: 01/14/2005 73 MAY DEPT STORES CO (577778103) COM New York Stock Exchange 12/23/2004 27.585000 2,482 . 65 13. so 29.19000 28.50000 H/L 28.845000 2,105.69 95 MCAFEE INC (579064106) COM New York Stock Exchange 12/23/2004 27.75000 27.32000 H/L 27.535000 2,615.83 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 7.0.4) Page 3 Date of Death: 12/23/2004 Valuation Date: 12/23/2004 Processing Date: 07/07/2005 . Shares or Par Security Description High/Ask 34.00000 54.99000 17.95000 23.92000 22.50000 18.59000 30.49000 25.22000 61.51000 41.03000 82.99000 20.05000 Page 4 Low/Bid 33.56000 H/L 54.13000 H/L 17.58000 H/L 23.49900 H/L 22.23000 H/L 18.42000 H/L 41) Div: 0.1625 Ex: 11/29/2004 Rec: 12/01/2004 Pay: 12/30/2004 82 OFFICEMAX INC DEL (67622PI0l) COM New York Stock Exchange 12/23/2004 II E. of: Helen E. Smith Revocable Trust Account: 91562 Report Type: Date of Death Number of Securities: 56 File ID: Smith, Helen E. Wachovia 7181-5483 Mean and/or Div and Int Adjustments Accruals Security Value 29.93000 H/L 24.96000 H/L 60.98000 H/L 40.59000 H/L 81.88000 H/L 19.92000 H/L 35) 97 MEADWESTVACO CORP (583334107) COM New York Stock Exchange 12/23/2004 33.780000 3,276.66 36) 66 MONSANTO CO NEW (61166WI0l) COM New York Stock Exchange 12/23/2004 54.560000 3,600.96 37) 94 MYLAN LABS INC (628530107) COM New York Stock Exchange 12/23/2004 17.765000 1,669.91 38) 84 NEWELL RUBBERMAID INC (651229106) COM New York Stock Exchange 12/23/2004 23.709500 1,991.60 39) 125 NISOURCE INC (65473P105) COM New York Stock Exchange 12/23/2004 22.365000 2,795.63 40) 136 NORTHEAST UTILS (664397106) COM New York Stock Exchange 12/23/2004 18.505000 2,516.68 42) 146 PACTIV CORP (695257105) COM New York Stock Exchange 12/23/2004 22.10 30.210000 2,477.22 43) 50 PARTNERRE LTD (G6852T105) COM New York Stock Exchange 12/23/2004 25.090000 3,663.14 44) 53 PMI GROUP INC (69344M101) COM New York Stock Exchange 12/23/2004 61.245000 3,062.25 45) 37 POTASH CORP SASK INC (73755L107) COM New York Stock Exchange 12/23/2004 40.810000 2,162.93 46) 136 PRIDE INTL INC DEL (74153QI02) COM New York Stock Exchange 12/23/2004 82.435000 3,050.10 19.985000 2,717.96 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 7.0.4) Date of Death: 12/23/2004 Valuation Date: 12/23/2004 Processing Date: 07/07/2005 . Shares or Par Security Description 47) 30 R H DONNELLEY CORP (74955W307) COM NEW New York Stock Exchange 12/23/2004 48) 100 DONNELLEY R R & SONS CO (257867101) COM New York Stock Exchange 12/23/2004 49) 85 SAFECO CORP (786429100) COM NASDAQ Bank - Insurance 12/23/2004 50) 84 SNAP ON INC (833034101) COM New York Stock Exchange 12/23/2004 51) 73 SOUTHWEST GAS CORP (844895102) COM New York Stock Exchange 12/23/2004 52) 116 SYBASE INC (871130100) COM New York Stock Exchange 12/23/2004 53) 184 MOSAIC CO (61945A107) COM New York Stock Exchange 12/23/2004 54) 121 TIMKEN CO (887389104) COM New York Stock Exchange 12/23/2004 55) 168 HILFIGER TOMMY CORP (G8915Z102) ORD New York Stock Exchange 12/23/2004 56) 35 XL CAP LTD (G98255105) CL A New York Stock Exchange 12/23/2004 High/ASk 57.87000 35.13000 51.59000 33.80000 25.76000 19.54000 16.55000 27.05000 10.93000 78.71000 Low/Bid 57.46000 H/L 34.69000 H/L 50.82000 H/L 33.41000 H/L 25.55000 H/L 19.19000 H/L 16.30000 H/L 26.20000 H/L 10.63000 H/L Div: 0.49 Ex: 12/02/2004 Rec: 12/06/2004 Pay: 12/31/2004 77.61600 H/L Total Value: Total Accrual: Total: $154,931.16 ~ r ..1. Cji", GO 1 ot" f ,~" . 'bfp \ll~. ~C\ ((LQ'r) ~-~ q,OIJ~ ( Page 5 \ I E.Of: Helen E. Smith Revocable Trust Account: 91562 Report Type: Date of Death Number of securities: 56 File ID: Smith, Helen E. Wachovia 7181-5483 Mean and/or Div and Int Adjustments Accruals Security Value 57.665000 1,729.95 34.910000 3,491.00 51. 205000 4,352.43 33.605000 2,822.82 25.655000 1,872 . 82 19.365000 2,246.34 16.425000 3 , 022 . 20 26.625000 3,221.63 10.780000 1,811 . 04 78.163000 2, 735.71 17.15 $154, 742 . 12 $189.04 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 7.0.4) \ I . Merrill Lynch 73B-14423 . Date of Death: 12/23/2004 Valuation Date: 12/23/2004 Processing Date: 07/07/2005 Estate of: Helen E. Smith Estate Account: 91562 Report Type: Date of Death Number of securities: 1 File ID: Smith, Helen E. Merrill Lynch 73B-14423 Shares or Par security Description High/Ask Low/Bid Mean and/or Div and Int Security Adjustments Accruals Value 1) 127 AIM SECTOR FDS (00142F642) TECHNOLOGY A Mutual Fund (as quoted by NASDAQ) 12/23/2004 25.41000 Mkt 25.410000 3,227.07 Total Value: Total Accrual: Total: $3,227.07 $3,227.07 $0.00 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 7.0.4) \ I . . MetLife' June 13, 2005 MARGUERITE SMITH ROSSI 60 MAPLE AVE SOUTH WESTPORT CT 06880 RE: Fixed Annuity Policy Num.ber 118520-0 Helen E Smith Dear Ms. Smith-Rossi: Thank you for your request for a lump sum distribution of the above--referenced policy. Our check in the amount of $26,173.14 will arrive underSCDarate cover. This figure includes the Account Value at death of $25,693.85, plus interest from the date of death, credited at 4.0%, totaling $479.29. The reportable portion of your proceeds is $16,173.14. Please be advised that a tax Form 1099-R will be mailed to you by January 31,2006. If you have any questions concerning the above please call a Fixed Annuity Policy Service Representative at (800) 255-9448. Our staff will gladly assist you between the hours of 7:30 a.m. and 5:30 p.m., Central Time, Monday through Thursday, and from 7:30 a.m. until 5:00 p.m., Friday. Sincerely, Ann Clearwater Fixed Annuity Policy Service Department Enclosure Meti.ife investors Insurante . MetUre Investors Inl>urtm<:~ of California Please Send All Correspondence To: ').~.> b::\ )'J ~~ t\~~, : :.<: T~Yi .;X:'(,~.: For Expresti Mail Only: P'i: f~OU ~.~~ 5 q~L) 8 .:.17CU V\.t':;~irC,\!,'~i F)':JrL"\iu'J ~lCJC) VV~::::,i De~. i,,\:<nes .)\..,l/C<<I/ REV-1511 EX + (1-97) . . SCHEDULE H FUNERAL EXPENSES & ADMINISTRATIVE COSTS COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Smith, Helen E. FILE NUMBER Debts of decedent must be reDorted on Schedule I. ITEM NUMBER A. B. 4. 5. 6. 7. 2W46AG 2.000 DESCRIPTION 1. FUNERAL EXPENSES: Parthemore Funeral Home & Cremation Services, Inc. 2 Funeral flowers 1. ADMINISTRATIVE COSTS: Personal Representative's Commissions Name of Personal Representative(s) Social Security Number(s) I EIN Number of Personal Representative(s) Street Address City State Zip 2. Year(s) Commission Paid: Attorney Fees Name: Keefer Wood Allen & Rahal, LLP 3. Family Exemption: (If decedent's address is not the same as claimant's, attach explanation) Claimant Street Address City State Zip Relationship of Claimant to Decedent Probate Fees Accountant's Fees Tax Return Preparer's Fees R WID. Wire Associates, PC, preparation of 2004 income tax returns and For.m 709 TOTAL (Also enter on line 9, Recapitulation) (If more space is needed, insert additional sheets of same size) $ AMOUNT 8,175.82 666.74 0.00 2,300.00 0.00 0.00 0.00 0.00 725.00 11,867.56 REV-1512 EX + (1-97) . SCHEDULE I DEBTS OF DECEDENT, MORTGAGE LIABILITIES, & LIENS . COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Smith, Helen E. FILE NUMBER Include unreimbursed medical expenses. ITEM NUMBER DESCRIPTION AMOUNT J.,458.00 1. PA Dept of Revenue, 2004 PA 40 2W46AH 2.000 TOTAL (Also enter on line 10, Recapitulation) $ (If more space is needed, insert additional sheets of the same size) J.,458.00 REV-1513 EX+ (9-00) . SCHEDULE J BENEFICIARIES COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Smith Helen E. NUMBER I. NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY TAXABLE DISTRIBUTIONS [include outright spousal distributions. and transfers under Sec. 9116 (a) (1.2)] GST Exempt Trust, Helen E. Smith FBO Ann S. Gregoire 261 Carol Street New Cumberland, PA 17070 1. 2 GST Exempt Trust, Helen E. Smith FBO Marguerite S. Rossi 60 Maple Avenue South Westport, CT 06880 3 Gregoire, Neil 261 Carol Street New Cumberland, PA 17070 4 Rossi, Paul F. 60 Maple Avenue South Westport, CT 06880 5 Rossi, Caroline E. 60 Maple Avenue South . FILE NUMBER RELATIONSHIP TO DECEDENT Do Not List Trustee(s) Daughter Daughter Son-in-law Son-in-law Granddaughter II AMOUNT OR SHARE OF ESTATE 310,955.09 310,955.08 8,000.00 $,000.00 $,000.00 ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 18, AS APPROPRIATE, ON REV-1500 COVER SHEET II. NON-TAXABLE DISTRIBUTIONS: A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT BEING MADE 1. B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS 1. 2W46AI 1.000 TOTAL OF PART 11- 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 Estate of: Smith, Helen E. . . Schedule J Part 1 -- Beneficiaries Item No. Name and Address of person{s) receiving property Relationship ] I Page 2 5 Westport, CT 06880 Amount or Share of Estate 6 Rossi, Charlotte A. 60 Maple Avenue South Westport, CT 06880 7 Gregoire, Catherine E. 261 Carol Street New Cumberland, PA 17070 8 Gregoire, Matthew P. 261 Carol Street New Cumberland, PA 17070 9 Smith Gregoire, Ann 261 Carol Street New Cumberland, PA 17070 10 Smith Rossi, Marguerite 60 Maple Avenue South Westport, CT 06880 I Granddaughter Granddaughter Grandson Daughter Daughter 8,000.00 8.,000.00 8,000.00 13,902.11 65,225.44 II REV-l64? EX+ (9-0* COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE M FUTURE INTEREST COMPROMISE Check Box 4a on Rev-1500 Cover Sheet) FILE NUMBER ESTATE OF Helen E. Smith This Schedule is appropriate only for estates of decedents dying after December 12, 1982. This schedule is to be used for all future interests where the rate of tax which will be applicable when the future interest vests in possession and enjoyment cannot be established with certainty. Indicate below the type of instrument which created the future interest and attach a copy to the tax return. o Will 1&1 Trust 0 Other 1. Beneficiaries NAME OF BENEFICIARY RELATIONSHIP DATE OF BIRTH AGE TO NEAREST BIRTHDAY 1. Ann Smith Gregoire Daughter 03/28/1955 50 2. Marguerite Smith Rossi Daughter 02/11/1959 45 3. Matthew Paul Gregoire Grandson 07/17/1996 8 4. Catherine Elizabeth Gregoire Granddaughter 12/08/1998 6 5. Caroline Bizabeth Rossi Granddaughter 02/14/1996 8 II. For decedents dying on or after July 1, 1994, if a surviving spouse exercised or intends to exercise a right of withdrawal within 9 months of the decedent's death, check the appropriate block and attach a copy of the document in which the surviving spouse exercises such withdrawal right. 0 Unlimited right of withdrawal 0 Limited right of withdrawal III. Explanation of Compromise Offer: See attached. IV. Summary of Compromise Offer: 1. Amount of Future Interest .......................................................... .$ 621,910.17 2. Value of Line 1 exempt from tax as amount passing to charities, etc. (also include as part of total shown on Line 13 of Cover Sheet) . . . . . . .$ 3. Value of Line 1 passing to spouse at appropriate tax rate Check One o 6%, o 3%, o 0%.......................$ (also include as part of total shown on Line 15 of Cover Sheet) 4. Value of Line 1 taxable at lineal rate Check One o 6%, il 4.5% . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ 621,910.17 (also include as part of total shown on Line 16 of Cover Sheet) 5. Value of Line 1 taxable at sibling rate (12%) (also include as part of total shown on Line 17 of Cover Sheet) . . . . . . .$ 6. Value of Line 1 taxable at collateral rate (15%) (also include as part of total shown on Line 18 of Cover Sheet) . . . . . . .$ 7. Total value of Future Interest (sum of Lines 2 thru 6 must equal Line 1) ...................... .$ 621,910.17 (If more space is needed, insert additional sheets of the same size) ESTATE OF Helen E. Smith This Schedule is appropriate only for estates of decedents dying after December 12, 1982. This schedule is to be used for all future interests where the rate of tax which will be applicable when the future interest vests in possession and enjoyment cannot be established with certainty. Indicate below the type of instrument which created the future interest and attach a copy to the tax return. o Will ~ Trust 0 Other FILE NUMBER REV-164? EX+ (9-0. COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE M FUTURE INTEREST COMPROMISE Check Box 4a on Rev-1500 Cover Sheet I. Beneficiaries NAME OF BENEFICIARY RELATIONSHIP DATE OF BIRTH AGE TO NEAREST BIRTHDAY 1. Charlotte Alexandra Rossi Granddaughter 04/14/1999 5 2. Nicholas Paul Rossi Grandson 09/09/2001 3 3. 4. 5. II. For decedents dying on or after July 1, 1994, if a surviving spouse exercised or intends to exercise a right of withdrawal within 9 months of the decedent's death, check the appropriate block and attach a copy of the document in which the surviving spouse exercises such withdrawal right. 0 Unlimited right of withdrawal 0 Limited right of withdrawal III. Explanation of Compromise Offer: IV. Summary of Compromise Offer: 1. Amount of Future Interest ................................ .... ....... ...... .. .... ....$ 2. Value of Line 1 exempt from tax as amount passing to charities, etc. (also include as part of total shown on Line 13 of Cover Sheet) . . . . . . .$ 3. Value of Line 1 passing to spouse at appropriate tax rate Check One o 6%, o 3%, o 0% ...... .... ......... ....$ (also include as part of total shown on Line 15 of Cover Sheet) 4. Value of Line 1 taxable at lineal rate Check One o 6%, 21 4.5% . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ (also include as part of total shown on Line 16 of Cover Sheet) 5. Value of Line 1 taxable at sibling rate (12%) (also include as part of total shown on Line 17 of Cover Sheet) . . . . . . .$ 6. Value of Line 1 taxable at collateral rate (15%) (also include as part of total shown on Line 18 of Cover Sheet) . . . . . . .$ 7. Total value of Future Interest (sum of Lines 2 thru 6 must equal line 1) ...................... .$ (If more space is needed, insert additional sheets of the same size) . . Estate of Helen E. Smith, Deceased Attachment To Schedule M of the Pennsylvania Inheritance Tax Return III. Explanation of Future Interest Compromise Offer A. Relevant Dispositive Provisions: Pursuant to Section B.l, Article II of the Revocable Living Trust of Helen E. Smith (the "Decedent") dated March 16,2000 (the "Trust Agreement"), the Decedent's entire "Residuary Trust Estate" is disposed of as "GST-Exempt Property". Accordingly, the Residuary Trust Estate is held, administered and distributed pursuant to the terms set forth in Article III. Article III of the Trust A!!'reement: Creation of Separate Trusts For Descendants. Under Article III of the Trust Agreement, the Trustee is directed to divide the Residuary Trust Estate into separate shares for the Decedent's issue, per stirpes. The Trustee is directed to hold these separate shares in trust for the lifetime benefit of the respective issue, each issue being the primary beneficiary of that trust established for her benefit(referred to, hereinafter as the "Beneficiary"). The property of the respective separate trusts is disposed of as follows: Sprinkle Provisions: 1. Income: The Trustee may distribute the net income to (or, on behalf of) the Beneficiary or the Beneficiary's descendants (collectively, and, individually, referred to hereunder as the "beneficiary"), in such proportions as the Trustee deems advisable. The income distributions need not be equal, and can be made to all or anyone beneficiary. Any undistributed income is added to, and made part of, principal. 2. Principal: The Trustee may distribute principal to the Beneficiary or the Beneficiary's descendants if the Trustee deems it advisable for the respective beneficiary's maintenance in health and reasonable comfort, complete education (including preparatory, college, postgraduate, professional, and vocational training), or support in his/her accustomed manner of living. The Trustee has no duty to equalize these principal distributions. Mandatorv Distributions Commencin!!' At 35 Years of A!!'e. Upon attaining the age of 35 years, the Beneficiary has the right to demand up to 5% of the trust principal in anyone calendar year. This right is non-cumulative from year to year. Limited Power of Appointment: If the trust property is not completely distributed prior to the Beneficiary's death, the Beneficiary has the power to appoint (by writing or Will) the then remaining principal (and accumulated income, if any) as she sees fit. Nevertheless, the Beneficiary is prohibited from appointing the trust property to herself, her creditors, her estate, and the creditors of her estate. Moreover, if there is then living issue of the Decedent, the ~eneficiary must appoint the trust property to (or, in trust for) for such Issue. . . Default Provisions: If the Beneficiary fails to exercise the limited power of appointment, the Trustee is directed to distribute the trust property to the Beneficiary's issue, per stirpes. If the Beneficiary is not survived by then living issue, the Trustee is directed to distribute the trust property to the issue of the Beneficiary's nearest ancestor who was a descendant of the Decedent and who has issue then living. If none, the Trustee is directed to distribute the trust property to the Decedent's then living issue, per stirpes. All the above described default distributions are subject to continuing trust (the terms of which are set forth in Article III). Takers of Last Resort - Familv Disaster Provisions: In the event the trust property is not disposed of by the above described provisions (i.e., the property has not been appointed and there are no then living issue of the Decedent), the Trustee is directed to distribute the trust property equally to Trinity High School Alumni Association (of Shiremanstown, Pennsylvania) and Mount Saint Mary's College Alumni Association (of Emmitsburg, Maryland). B. Backe:round. Includinfl Executors' Position Reflardinfl Ultimate DisDosition of Assets: The Decedent was survived by her two daughter, Ann Smith Gregoire ("Ann") and Marguerite Smith Rossi ("Marguerite"). The Trustee will divide the Residuary Trust Estate into two equal shares. One share will be held in separate trust for the lifetime benefit Ann and her issue. The other share will be held in separate trust for the benefit of Marguerite and her issue. At the time of the Decedent's death, Ann was 50 years of age. Ann's two children, Matthew Paul Gregorie and Catherine Elizabeth Gregoire, were ages 8 and 6, respectively. Moreover, Marguerite was 45 years of age. Marguerite's three children, Caroline Elizabeth Rossi, Charlotte Alexandra Rossi, and Nicholas Paul Rossi, were ages 8,5, and 3, respectively. At the Decedent' death, the fair market value of the above described net Residuary Trust Estate was $621,910.17. Given the present compressed federal income tax rates for trusts, the Executors contend the Trustee will distribute the net income of the respective separate trusts to the Decedent's daughters in, at least, annual installments. Moreover, it is foreseeable that the Decedent's daughters would, from time to time, make annual principal demands for various purposes (i.e., family vacations, home repairs and improvements, car repairs and replacements, etc.). Additionally, given the young ages of the Decedent's grandchildren (and the cost of a college education), the Executors believe the Trustee will invade principal to pay various educational costs for the Decedent's grandchildren (i.e, tuition, books, housing, etc.). The Executors also believe the Trustee could potentially invade principal for Ann's and Marguerite's future health care needs (including, but not limited to assisted living and special nursing care). They also believe Ann and Marguerite will either appoint any remaining trust property to their respective issue or allow it to . . pass to their issue by the above described default provisions. Accordingly, absent any family disaster, the entire Residuary Trust Estate will pass to the Decedent's lineal descendants. In the event of a family disaster, the assets would be distributed to charity. c. Offer: The Executors offer is simple: apply the 4.5% inheritance tax rate (which is applicable to transfers to lineal descendants) to the entire net Residuary Trust Estate. It is extremely unlikely that assets will pass to beneficiaries other than descendants of the decedent, given two children and five grandchildren. \ ,--- . . /1,.:" -I. I . WILL OF HELEN E. SMITH I, HELEN E. SMITH, declare this to be my Will, and I revoke any prior Will or Codicil. Article I: F~ily. I have two children, MARGUERITE S. ROSSI and ANN S. GREGOIRE; and four grandchildren, C~~OLINE ROSSI, CHARLOTTE ROSSI, MATTHEW PAUL GREGOIRE and CATHERINE ELIZABETH GREGOIRE. Article II: Debts. I direct that all of my enforceable debts (other than claims of any mortgagee) and my funeral and medical expenses shall be paid as soon as practicable out or my general estate. Article III: Taxes. I direct that all estate, inheritance, transfer, succession and other similar taxes, including any interest and penalties thereon, which shall become payable with respect to any property passing under my Will or the Revocable Living Trust referred to in Article IV of my Will, but excluding any such taxes attributable to any other property which does not pass under my Will or is held by or payable to any other trust not created under my Will, and excluding any generation-skipping tax, shall be paid out of my general estate as an administration expense, without proration or apportionment agains~ any recipient of such property. 1 "J .-;..... \ I e . If the assets of my general estate (exclusive of real property and tangible personal property) are insufficient or too illiquid to pay any such taxes, interest or penalties, or any debts, funeral or administration expenses, or any preresiduary cash legacies, my Executors shall request the Trustees then acting under the Revocable Living Trust referred to in Article IV of my Will to distribute to or pay on behalf of my Executors from the principal of that trust such amount or amounts as may be necessary to pay such taxes, debts, expenses, or legacies. Article IV: Residuary Estate. All the rest, residue and remainder of my estate, both real and personal, of whatsoever kind, nature and description and wheresoever situated, which I may own or to or in which I may have any right, title or interest at the time of my death, including any future interest, remaining after payment of all debts, taxes as defined in the Article of my Will entitled Taxes, bequests and devises provided for in other Articles of my Will, and administration expenses and other charges payable out of the principal of my estate, referred to in my Will as my "residuary estate," I give, devise and bequeath to the Trustees under an Agreement signed by me on the same date as and immediately prior to my Will, between myself, as "Grantor," and my daughters, Marguerite S. Rossi and Ann S. Gregoire, as 2 \ I e . "Trustee, II referred to as the "Helen E. Smith 2000 Revocable Living Trust," to be added to the principal of such trust. Article V: Appointment of Executors. I appoint MARGUERITE S. ROSSI and ANN S. GREGOIRE as Executors of my Will. If MARGUERITE S. ROSSI fails or ceases to act as Executor, PAUL F. ROSSI is appointed as her successor. If ANN S. GREGOIRE fails or ceases to act as Executorr NEIL GREGOIRE is appointed as her successor. My Executors may appoint one or more co-Executors at any time. Any Executor may at any time appoint a successor unless the foregoing provisions of my Will effectively provide for such successor. ~lY Executor is authorized to resign at any time without court approval. The appointment, revocation of appointment or resignation of an Executor may be made by delivery of an acknowledged instrument to the court having primary jurisdiction to settle such Executor's account, or by a last will and testament dated subsequent to all such instruments. Any appointment of an Executor may be conditioned to commence or to cease upon a future event and may be revoked or modified at any time before such future event has occurred. Unless otherwise 3 II . . expressly provided, any power to appoint a co-Executor or successor Executor shall permit appointment of an individual, bank or trust company as such Executor, and shall be exercised by the parent (or, if none, the legal representative) of any minor and the legal representative of any incompetent person holding such power. Any reference in my Will to my Executors, whether in the singular or in the plural, shall include (unless otherwise expressly provided) all such Executors (including Administrators and Temporary Administrators) and their successors. All Executors must act unanimously. required of any Executor. Article VI: Administrative and Tax Provisions. No bond or surety shall be A. Investment Counsel. My Executors may employ investment counsel; consult with such counsel on any matters relating to the retention, sale, purchase, investment, or reinvestment of securities or other property; delegate to such investment counsel my Executorst investment authority; and pay such investment counsel reasonable compensation for its services in addition to the regular compensation of my Executorsi provided, however, that any commission payable to a corporate Executor serving at the time of such employment of investment 4 \ I . . counsel shall be ~educed by the amount of compensation paid by my Executors to such investment counsel. My Executors may act upon or refrain from ac~ing upon the advice of such investment counsel in whole or in pa~~, and to the extent my Executors follow the advice of such counselor rely upon such investment counsel's exercise of delega~ed investment authority, my Executors shall not be liable for any action taken, except in the case of willful misconduct. B. De1eaation. Any Executor may delegate to the other Executors the right to exercise any power (discretionary, administrative o~ otherwise) and may revoke the delegation at any time by delivery of an acknowledged instrument to such other Executors. c. Duties of Successor Executor. Any successor Executor is relieved of any duty to examine the transactions of any prior Executor and shall be responsible only for those assets which are actually delivered to such Executor. D. Virtual Renresentation. I direct that in any proceeding relating to my estate, service of process upon any person under a disability shall not be made when another person not under a disability is a party to the proceeding and has the same interest as the person under the disability. 5 II . . E. Disclaimers. _~y person (or his or her legal representative) at any time may irrevocably disclaim, renounce or release, in whole or in part, any interest, benefit, right, privilege or power granted to such person by my Will, including any fiduciary power (in which event such power shall be exercisable by my other Executors, if any). Such action shall be taken by the delivery of an acknowledged instrument to my Executors or by filing such instrument in the court in which my Will was admitted to original probate. F. Powers of Executors. Without limitation of the powers conferred upon them by law, I authorize and empower my Executors: (1) To retain, acquire, or sell any property (including any discretionary common trust fund or proprietary mutual fund of any corporate Executor acting under my Will, covered and uncovered stock options, and investments in foreign securities) , without regard to diversification and without being limited to the investments authorized for estate funds; (2) to exercise stock options; (3) to enter into agreements for the sale, merger, reorganization, dissolution or consolidation of any corporation or properties; (4) to manage, improve, repair, sell, mortgage, lease (including the power to lease for oil and gas), pledge, 6 1\ . . convey, option or exchange any property and take back purchase money mortgages thereon, without court order; (5) to make distributions In cash or in kind, or partly in each, and, in the discretion of my Executors, to allocate particular assets or portions thereof to anyone or more beneficiaries, provided that such property shall be valued for purposes of distribution at its value on the date of distribution; (6) to maintain custody or brokerage accounts (including margin accounts) and to register securities in the name of a nominee; (7) to compromise and settle claims (including those relating to taxes) without court order; (8) to borrow funds from any person or corporation (including any Executor) and pledge or mortgage estate assets to secure such loans; (9) to extend, renew, or renegotiate any of my loans and guarantees; (10) to employ attorneys, accountants, investment counsel, custodians and brokers to assist in the administration of estate property; (11) to vote and give proxies to vote shares of stock; (12) to make joint investments in property, real or personal; and (13) to disclaim any interest in property which would devolve to me or my estate by whatever means, including but not limited to the following means: as beneficiary under a will, as an appointee under the exercise of a power of appointment, as a person entitled to take by intestacy, as a donee of an inter 7 II . . vivos transfer, and as a donee under a third-party beneficiary If HELEN E. SMITH L.S. contract. IN WITNESS WHEREOF, I have unto this, my Last Will and Testament, set my hand and seal on 1Cv...c. L ICp , 2000. SIGNED, SEALED, PUBLISHED and DECLARED by HELEN E. SMITH, the Testatrix, as and for her Last Will and Testament, ~n the presence of us and each of us, who, at her request, in her presence and in the presence of each other, have hereunto subscribed our names as witnesses on the day of the execution thereof. i/ 1, t1cb rllGJ-s u , Signature of Witness of Address of Witness pi ~.u[ ~) Sig ature 'tness of Address of Witness 8 , I . . STATE OF ss: We, HELEN E. SMITH, and COUNTY OF the Testatrix and the witnesses, respectively, whose names are signed to the foregoing instrument, being first duly sworn, do hereby declare to the undersigned authority that the Testatrix signed and executed the instrument as her last Will and Testament, and that she signed willingly, and that she executed it as her free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of the Testatrix, signed the Will as witness and that to the best of his or her knowledge the Testatrix was at that time eighteen years of age or older, of sound mind, and under no constraint or undue influence. Signature of Testatrix Signature of Witness Signature of Witness 9 me by I and , witnesses, this . . Subscribed, sworn to and acknowledged before me by HELEN E. SMITH the Testatrix, and subscribed and sworn to before day of , 2000. Notary Public 10 . . HELEN E. SMITE 2000 REVOCABLE LIVING TRUST THIS AGREEMENT, dated I(C-L ( /0:; , 2000, between HELEN E. SMITH (hereinafter called the "Grantor"), and MARGUERITE S. ROSSI, of Westport, Connecticut and ANN S. GREGOIRE, of New Cumberland, Pennsylvania (hereinafter collectively called the N 1. I 1:i ~ g g E I H: II Trustee II ) / The Grantor hereby delivers and assigns to the Trustee the property specified in Schedule A hereto annexed, the receipt of which is hereby acknowledged by the Trustee, which agrees to hold the same, in trust, together with any property added to the trust estate, as follows: Article I: Distribution of Trust Funds Durinq the Grantor's Lifetime. The Trustee shall payor apply to or for ~he benefi t of the Grantor during the Grantor I s lifetime, (a) all or any part of the net income and principal of the trust estate that the Trustee in its discretion considers advisable for the Grantor's maintenance in health and reasonable comfort, or support in the Grantor's accustomed manner of living, and (b) such amounts from the net income and principal of the trust estate as the Grantor requeSLS. Any undistributed income shall be added to trust principal. 1 . . Notwithstanding anything in this Agreement to the contrary, during any period when the Grantor is living but unable to manage her own affairs (within the meaning of Article VI of this Agreement), the Trustee shall payor apply to or for the benefit of the Grantor all or any part of the net income and the principal of the trust estate that the Trustee in its discretion considers advisable for the Grantor's maintenance in health and reasonable comfort, or support in her accustomed manner of living. Any income which is not so paid or applied shall be accumulated and added to trust principal. In addition, the Trustee is authorized to make gifts to anyone or more of the Grantor's descendants or spouses of the Grantor's descendants; or to trusts for the benefit of one or more of such individuals, out of the income or principal of the trust estate, provided that the aggregate gifts to any individual or to a trust or trusts for that individual during a calendar year shall not exceed the maximum amount allowable to the Grantor as an exclusion for federal gift tax purposes. In addition, the Trustee is authorized to make gifts to anyone or more of the Grantor's descendants or to trusts for the benefit of one or more of such descendants, out of the income or principal of the trust estate, in excess of the amounts described 2 . . in the foregoing paragraph, provided that any such gift to a descendant of the Grantor who is then a Trustee, or to a trust or trusts for the benefit of such descendant, may only be ~n such amount or amounts as the Trustee deems advisable for such descendant's maintenance in health and reasonable comfort, complete education (including preparatory, college, postgraduate and professional training), or support in such descendant's accustomed manner of living; and provided further that the Trustee shall not make any gift to a descendant of the Grantor or to a tr~st or trusts for the benefit of such descendan~ if such gift would discharge any Trustee's legal obligations to such descendant, including the obligation to support such descendant. Article II: Distribution of Trust Estate Uoon the Death of the Grantor. Upon the death of the Grantor, the Trustee shall dispose of the trust estate, including any propeY~y added to the trust estate by reason of the Grantor's death, as follows: A. Tangible Personal Prooertv. The Trustee shall distribute all tangible personal property held as a payt of the trust es~ate, together with any insurance policies relating thereto, to the Grantor's children who survive the Gyantor, to be divided among them by the Trustee in as nearly equal shares as 3 . . may be practicable. Any storage or delivery costs shall be paid out of the general trust estate. B. Residuarv Trust Estate. The Trustee shall dispose of the remaining trust estate not otherwise disposed of under section A of this Article and remaining after any payments required by Article VIr of this Agreement (hereinafter referred to as the "residuary trust estate") as follows: 1. Disposition of GST-Exemnt ProDertv. A fractional share of the residuary trust estate, the numerator of which shall equal the Grantor1s unused GST Exemption (as defined in section B.3 of this Article), and the denominator of which shall equal the value as of the date of the Grantor's death of the residuary trust estate to be disposed of under this Article II.B, as finally determined for federal estate tax purposes, shall be disposed of pursuant to the provisions of Article III of this Agreement. 2. DisDosition of Non GST-Exemnt Propertv. The balance of the residuary trust estate in excess of the amount to be disposed of under section B.l of this Article shall be divided into separate shares, per stirpes, with respect to the Grantor's descendants who survive the Grantor. Any share determined with respect to a child of the Grantor shall be distributed outright 4 , I . . to such child. Any share determined with respect to a grandchild or more remote descendant of the Grantor who has attained the age of thirty-five (35) years shall be distributed outright to such descendant. Any share determined with respect to a grandchild or more remote descendant of the Grantor who has not attained the age of thirty-five (35) years shall be held by the Trustee in a separate trust for the benefit of such descendant pursuant to the provisions of Article IV of this Agreement. 3. Unused GST Exemotion. The Gran~or's unused GST Exemption, as referred to in this Article II.B, means the exemption provided for by section 2631 of the Internal Revenue Code that has not been allocated by the Grantor, by the Grantor's Executors, or by operation of law to property transferred by the Grantor during the Grantor's lifetime or allocated by the Grantor's Executors to property passing by reason of the Grantor's death other than to property passing under this Article ILB. C. Fami1v. The Grantor has two children, MARGUERITE S. ROSSI and ANN S. GREGOIRE; and four grandcbildren, CAROLINE ROSSI, CHARLOTTE ROSSI, MATTHEW PAUL GREGOIRE and CATHERINE ELIZABETH GREGOIRE. The terms "child", "children", "grandchild", "grandchildren", "descendant", and "descendants" as used in this 5 . . Agreement shall include persons now livingl persons legally adopted prior to attaining age twenty-one (21)! and persons born or so adopted after the date of this Agreement. Article III: Lifetime GST-Exempt Trusts for Descendants. The Trustee shall divide any property which is directed to be disposed of pursuant to this Article III into separate shares! per stirpes! with respect to the Grantor's descendants who survive the Grantor! and dispose of such shares as follows: The Trustee shall hold the share of each descendant of the Grantor in a separate trust and may payor apply all or any part of the net income of the trust to or for the benefit of such descendant and such descendant's descendants! in such proportions! equal or unequal or all to anyone beneficiary, as the Trustee in its discretion considers advisable, together with all or any part of the trust principal that the Trustee in its discretion considers advisable for any such eligible beneficiary's maintenance in health and reasonable comfort! complete education (including preparatory! college! postgraduatel professional, and vocational training)! or support in any such eligible beneficiary's accustomed manner of living, with no duty 6 . . to equalize such payments among eligible beneficiaries. Any undistributed income shall be added to principal. In exercising its discretion in distributing trust funds, the Trustee, under ordinary circumstances, shall give first consideration to such descendant. If such descendant is a minor, the Trustee may apply income or principal of the trust for the benefit of such descendant pursuant to the foregoing paragraphs by making unconditional distributions to such descendant's Guardian, if in the Trustee's discretion, such distributions would have an indirect but substantial benefit to such descendant. For example, it would be suitable for the Trustee to assist a Guardian In acquiring a larger home if needed to accommodate such descendant, to pay for needed housekeeping services, or to defray the cost of family vacations. Notwiths~anding the foregoing, a Trustee who is also a Guardian of such descendant shall not participate in making any distributions pursuant to this paragraph. In addition, after such descendan~ attains the age of thirty-five (35) years, the Trustee shall distribute to such descendant from the trust principal suc~ amounts as such descendant requests in writing; provided, however, that the 7 . . aggregate value of such distributions ~n anyone calendar year shall not exceed five percent (5%) of the trust principal as of the end of such year. This right shall be noncumulative from year to year and may be exercised only during December. Any trust principal remaining at the death of such descendant shall be distributed to or in trust for the benefit of such person or persons (limited, however, so long as there be any, to the Grantor's then or thereafter living descendants), upon such conditions and terms, as such descendant shall direct and appoint in writing or by a Willi provided, however, that this power shall not be exercisable to any extent for the benefit of such descendant, his or her estate, his or her creditors, or the creditors of his or her estate. Any trust principal not effectively so appointed shall be distributed to such descendant's then living descendants, per stirpes, or, if none, to the then living descendants, per stirpes, of his or her nearest ancestor who was a descendant of the Grantor and who has descendants then living, or, if none, to the Grantor's then living descendants, per s~irpesi provided, however, that any property thereby distribu~able to a person who is the income beneficiary of a trust under this Article shall instead be added to the principal of such trust, and provided further that any 8 . . property thereby distributable to a person who is not the income beneficiary of a trust under this Article shall instead be held by the Trustee In a separate trust for such person pursuant to the provisions of this Article. Article IV: Separate Management Assistance Trusts for Descendants Under Aqe Thirtv-Five. The Trustee shall hold the share of any descendant of the Grantor which is directed to be disposed of pursuant to this Article in a separate trust and may payor apply all or any part of the net income of the trust to or for the benefit of such descendant as the Trustee in its be added to principal. In addition, the Trustee may payor apply discretion considers advisable. Any undistributed income shall to or for the benefit of such descendant all or any par~ of the trust principal that the Trustee in its discretion considers advisable for such descendant's maintenance in health and reasonable comfort, complete education (including preparatory, college, postgraduate, professional, and vocational training), or support in such descendant's accustomed manner of living. If such descendant is a minor, the Trustee may apply income or principal 0: the trust for the benefit of such descendant pursuant to the foregoing paragraph by making unconditional distrib~tions to such descendant's Guardian, if l~ 9 1 ' . . the Trustee's discretion, such distributions would have an indirect but substantial benefit to such descendant. For example, it would be suitable for the Trustee to assist a Guardian in acquiring a larger home if needed to accommodate such descendant, to pay for needed housekeeping services, or to defray the cost of family vacations. Notwithstanding the foregoing, a Trustee who is also a Guardian of such descendant shall not participate in making any distributions pursuant to this paragraph. After attaining each of the following ages, such descendant shall have the cumulative right to withdraw from the trust principal a fractional share of the trust principal equal to the following fractions of the value of such trust (as of the date such desce~dant attains such age or such later date as such descendant's trust is funded and after reducing such value by the value of any trust principal which could have been withdrawn earlier but was not), and the following fractions of the value of any subsequent additions to the trust principal (as of the date of the addition): After attaining twenty-five (25) years of age, one-third (1/3) thereof; after attaining thirty (30) years or age, one-half (1/2) thereof; after attaining thirty-five (35) years of age, all or any part thereof. 10 . . Any trust principal remaining at the death of such descendant shall be distributed to or in trust for the benefit of such person or persons (limited, however, so long as there be any, to the Grantor's then or thereafter living descendants) f upon such conditions and terms, as such descendant shall direct and appoint in writing or by a Will; provided, however, that this power shall not be exercisable to any extent for the benefit of such descendant, his or her estate, his or her creditors, or the creditors of his or her es~ate. Any trust principal not effectively so appointed shall be distributed to such descendant's then living descendants, per stirpes, or, if none, to the then living descendants, per stirpes, of his or her nearest ancestor who was a descendant of the Grantor and who has descendants then living, or, if none, to the Grantor's then living descendants, per stirpes; provided, however, that any such property thereby distributable to a person who is the income beneficiary of a trust under this Article shall instead be added to the principal of such trust, and provided further that any property thereby distributable to a person who is not the lncome beneficiary of a trust under this Article and who has not then attained thirty-five (35) years of age shall instead be held by 11 1 ' . . the Trustee in a separate trust for such person pursuant to the provisions of this Article. Article V: Additional Dispositive Provisions. A. Familv Disaster Provision. If the principal of any trust created under this Agreement is not effectively disposed of by the foregoing provisions of this Agreement, such principal, upon the termination of such trust, shall be distributed in equal shares to such of the TRINITY HIGH SCHOOL ALUMNI ASSOCIATION, Shiremanstown, Pennsylvania, and the MOUNT SAINT MARY'S COLLEGE ALUMNI ASSOCIATION, Emmitsburg, Maryland, as are then in existence. B. Rule Aoainst Perpetuities. The Grantor realizes that the law imposes certain limits upon the duration of trusts, and accordingly, regardless of any other provision of this Agreement, ,each trust shall terminate not later than twenty (20) years af~er the death of the last to die of the descendants of the Grantor who are living at the time of the Grantor's death, and the Trustee shall distribute the trust property to the income beneficiary, or if there is more than one income beneficiary, to the income beneficiaries in such proportions as the Trustee considers advisable. 12 I' . . c. Generation-SkipDing Tax Provisions. Notwithstanding any other provision of this Agreement: 1. The Trustee is authorized to divide any trust into two separate trusts based on the fair market value of the trust assets at the time of the division, so that the federal generation-skipping tax inclusion ratio for each such trust shall be either zero or one and to allocate additions to any trust so that all trusts or property with an inclusion ratio of zero shall be allocated to a trust with an inclusion ratio of zero and all trusts or property with an inclusion ratio of one shall be allocated to a trust with an inclusion ratio of one. 2. If upon the death of a descendant of the Grantor who is the primary income beneficiary of a trust established under this Agreement (hereinafter referred to as the "beneficiary") I the trust funds would pass to or in trust for the beneficiary's descendants (either directly or by the beneficiary's failure to exercise a power of appointment), then the beneficiary shall have the power to appoint to the beneficiary's estate by a Will expressly referring to and exercising this power, the smallest fractional share of such trust that would reduce to the minimum the aggregate estate, inheritance, succeSSlon and generation-skipping taxes payable 13 . . upon the beneficiary's death. Such fractional share shall be determined as if any power of appointment granted to the beneficiary (under this provision or otherwise) is not exercised and the trust principal is to be distributed to the beneficiary's descendants. the Trustee in its discretion considers advisable. In exercising D. Termination of Trust in Discretion of Trustee. The Grantor recognizes that there may be circumstances in which it is not in the best interests of the income beneficiary or beneficiaries of a trust under this Agreemen~ to continue such trust in existence, taking into account all relevant factors, including the costs of administration and any tax benefits or lack thereof. Accordingly, after the death of the Grantor, the Trustee is authorized in its discretion and for any reason to terminate the trust and distribute any rema~n~ns trust property to the income beneficiary, or if there is more than one income beneficiary, to the income beneficiaries in such proportions as l~S discretion, the Trustee shall have no obligation to consider the interests of any other person in the trust. E. SDendthrift Provision. The income and principal of any trust hereunder may be used only for the personal benefit of the beneficiaries of the trust, and no distributions or 14 . . expenditures of trust assets shall be made except to or for the benefit of a trust beneficiary. To the fullest extent permitted by law, the interest of each trust beneficiary shall not be subject to any form of pledge, assignment, sale, attachment, garnishment, execution, or other form of transfer. Article VI: Appointment of Trustees. MARGUERITE S. ROSSI and ANN S. GREGOIRE are appointed as Trustees of the trust established under Article I of this Agreement. If MARGUERITE S. ROSSI fails or ceases to act as as Trustee, PAUL F. ROSSI is appointed as her successor. If ANN Trustee, PAUL F. ROSSI is appointed as her successor. If ANN S. GREGOIRE fails or ceases to act as Trustee, NEIL GREGOIRE is appointed as her successor. Upon the death of the Grantor, MARGUERITE S. ROSSI and ANN S. GREGOIRE are appointed as Trustees under Articles I and II of this Agreement. If MARGUERITE S. ROSSI fails or ceases to act S. GREGOIRE fails or ceases to act as Trustee, NEIL GREGOIRE lS appointed as her successor. MARGUERITE S. ROSSI and CHRISTINE M. ROSSI are appointed as Trustees of the Lifetime GST-Exempt Trust established for Marguerite S. Rossi under Article III of this Agreement. 15 . . ANN S. GREGOIRE and SHARON GREGOIRE are appointed as Trustees of the Lifetime GST-Exempt Trust established for Ann S. Gregoire under Article III of this Agreement. PAUL F. ROSSI and CHRISTINE M. ROSSI are appointed as Trustees of any Lifetime GST-Exempt Trust or Management Assistance Trust established under Article III or Article IV of this Agreement for a descendant of Marguerite S. Rossi. NEIL C. GREGOIRE and SHARON GREGOIRE are appointed as Trustees of any Lifetime GST-Exempt Trust or Management Assistance Trust established under Article III or Article IV of this Agreement for a descendant of Ann S. Gregoire. The Trustee may appoint one or more co-Trustees at any time. Any Trustee may at any time appoint a successor, unless the foregoing provisions of this Agreement effectively provide for such successor. Any individual Trustee shall be deemed to have resigned as a Trustee upon the determination that he or she has become unable to manage his or her own affairs. Any Trustee who reslgns pursuant to this paragraph may not appoint a successor. For purposes of this Agreement, any person shall be considered to be unable to manage his or her own affairs if he or 16 1 ' . . she is unable, by reason of illness or mental or physical disability, to give prompt and intelligent consideration to financial matters. The determination as to any person's inability at any time shall be made by either (1) such person's primary physician, or (2) two physicians, or (3) written order of a court appointing a Conservator or Guardian of such person's person or property, and the Trustee may rely upon written notice of that determination. MARGUERITE S. ROSSI may at any time remove any Trustee of the Lifetime GST-Exempt Trust established for Marguerite S. Rossi under Article III of this Agreement, provided she appoints a successor Trustee to succeed the removed Trustee, and such successor Trustee is not related or subordinate to her within the meaning of section 672(c) of the Internal Revenue Code. ANN S. GREGOIRE may at any time remove any Trustee of the Lifetime GST-Exempt Trust established for Ann S. Gregoire under Article III of this Agreement, provided she appoints a successor Trustee to succeed the removed Trustee, and such successor Trustee is not related or subordinate to her within the meaning of section 672(c) of the Internal Revenue Code. If at any time there is no acting Trustee of a Lifetime GST-Exempt Trust under Article III of this Agreement and the 17 . . foregoing provisions of this Agreement do not effectively provide for a successor Trustee, the primary income beneficiary of such trust may appoint one or more successor Trustees of such trust. If at any time there is no acting Trustee of a Management Assistance Trust under Article IV of this Agreement and the foregoing provisions of this Agreement do not effectively provide for a successor Trustee, the income beneficiary of such trust may appoint one or more successor Trustees of such trust. Any Trustee is authorized to resign at any time without court approval. The resignation, appointment, revocation of appointment, or removal of a Trustee may be made by the person authorized to take such action by delivery of an acknowledged instrument to the Trustee then acting and any Trustee to be appointed, or, if none, to a court having jurisdiction over the trust. Any appointment of a Trustee may be conditioned to commence or cease upon a future event and may be revoked or modified at any time before such future event has occurred. Unless otherwise expressly provided, any power to appoint a Trustee shall permit appointment of an individual, bank or trust company as such Trustee, and any power to appoint or remove a Trustee shall be exercised by the parent (or, if none, the legal 18 1 ' . . representative) of any minor and the legal representative of any incompetent person holding such power. Any Trustee who acts under this Agreement may exercise all of the rights, powers and discretions and shall be entitled to all of the privileges and immunities granted to the named Trustee. Any reference in this Agreement to the Trustee shall include (unless otherwise expressly provided) all Trustees. All Trustees must act unanimously. No surety bond shall be required of any Trustee. Article VII: Payment of Taxes. If the assets of the Grantor's testamentary estate (exclusive of real property and tangible personal property) are insufficien~ or too illiquid to pay all estate, inheritance, transfer, succession, legacy and other similar taxes, including any interest or penalties thereon, payable out of the Grantor's estate, or any debts, funeral or administration expenses of the Grantor's es~ate, or any preresiduary cash legacies given by the Grantor's Will, the Trustee shall pay to or on behalf of and a~ the request of the Executor or Administrator of the estate of the Grantor, out of the principal of the trust estate to be disposed of under Article II.B of this Agreement, prior to the divis~~n or the residuary trust estate into the shares provided for by such Article, 19 I' . . without proration or apportionment against any beneficiary hereunder, such amount or amounts as may be necessary to pay such taxes, debts, expenses or legacies; provided, however, that any generation-skipping tax shall be prorated against and paid from the property subject to such tax. Any amounts paid under this Article shall be paid out of and limited to assets or the proceeds of assets which are subject to the federal estate tax on the Grantor's estate. The Trustee shall be under no duty to take part in determining the amount of any such taxes, debts, expenses, or legacies, and may rely upon the written certification of the Executor or Administrator of the Grantor's estate as to the amount or amounts to be paid as herein authorized. Article VIII: Administrative and Tax Provisions. A. Revocable Trust. The Grantor reserves and retains the right at any time, by an instrument in writing, signed, acknowledged and delivered to the Trustee: (1) to alter, amend and modify this Agreement in any and every respect, provided that the duties, responsibilities and obligations of the Trustee shall not be increased without the Trustee's consent; and (2) to revoke, cancel, and annul this Agreement and the trust or trusts hereby created, in whole or in part. These rights are personal 20 1 . . to the Grantor and may not be exercised by the Grantor's conservator or by any person acting under a power of attorney. The trust or trusts hereby created shall become irrevocable upon the death of the Grantor. B. Additions to Trust. Any person may add property to the trust estate by lifetime gift or by transfer taking effect at death, provided such property is acceptable to the Trustee. The Grantor appoints the Trustee as the Grantor's attorney-in-fact for the limited purpose of transferring any of the Grantor's property to this trust. This Durable Limited Power of Attorney shall not be affected by the Grantor's subsequent disability or incompetence except as provided by statute. c. Disclaimeys. Any person (or his or her legal representative) at any time may irrevocably disclaim, renounce or release, in whole or in part, any interest, benefit, right, privilege or power granted to such person by this Agreement, including any fiduciary power (in which event such powe= shall be exercisable by the other Trustees, if any) . Such action shall be taken by the delivery of an acknowledged instrument to t~e Trustee or to a court having jurisdiction over the t=ust. D. PresumDtion of Survival. No beneficiayy shall be considered to have survived the event terminating any tr~st 21 T' . . hereunder and be entitled to any trust funds unless such beneficiary survives for at least ninety (90) days after that best interests of the trust beneficiaries. The Trustee may elect event. E. Governina Law. The validity, construction and administration of this Agreement and any trust hereunder shall be governed by the laws of Pennsylvania. F. Trust Situs. The Trustee is authorized at any time or times to transfer the situs of any trust established under this Agreement to such other jurisdiction within the United States as the Trustee decides will allow for the most efficient administration and management of the trust assets and be in the that the law of such other jurisdiction shall thereafter govern the trust to such extent as the Trustee may deem necessary or appropriate. G. Trust Distributions Limited to Independent Trustee. Notwithstanding any other provision of this Agreement to the contrary, after the Grantor's death or inability to manage the Grantor's own affairs, no Trustee who is not an "Independent Trustee" (as defined in this section) shall participate in any decision regarding any discretionary accumulation, payment, application or allocation of principal or income or termination 22 . . of a trust unless such decision is limited by an ascertainable standard as defined in section 2041(b) of the Internal Revenue Code. A Trustee is an Independent Trustee only if such Trustee is not an eligible income beneficiary of such t~ust. A~l ~~ such decisions shall rest exclusively in the discretion of the other H. Leoal Oblioations Not Relieved. Notwithstanding Trustees who are Independent Trustees. any other provision of this Agreement, no Trustee may use trust income or principal to discharge that Trustee's legal obligations to any beneficiary hereunder, including the obligation to support any beneficiary hereunder. I. Consideration of Other Resources of Beneficiaries. In exercising discretion to distribute trust funds to any beneficiary, the Trustee may (but shall not be required to) take into consideration any other resources reasonably available to such beneficiary. J. Informal Accountinas. The Trustee may provide to the Grantor, or, after the Grantor's death or such time as the Grantor is living but unable to manage the Grantor's own affairs, to each legally competent adult eligible income beneficiary and presumptive remainderman (or the parent or legal representative of any such minor or incompetent person), statements of trus~ 23 . . K. Investment Counsel. The Trustee may employ transactions at such time and in such form as it considers advisable. If all such beneficiaries either give written approval of the statement or fail to notify the Trustee in writing of any objection within thirty (30) days of the mailing of the statement to the beneficiaries, the statement shall be final, binding and conclusive on all persons interested in the trust. investment counsel; consult with such counsel on any matters relating to the retention, saler purchase, investment, or reinvestment of securities or other property; delegate to such investment counsel the Trustee's investment authority; and pay such investment counsel reasonable compensation for its services in addition to the regular compensation of the Trustee; provided, however, that any commission payable to a corporate Trustee serving at the time of such employment of investment counsel shall be reduced by the amount of compensation paid by the Trustee to such investment counsel. The Trustee may act upon or refrain from acting upon the advice of such investmenL counsel In whole or in part, and to the extent the Trustee follows the advice of such counselor relies upon such investment counsel's exercise of delegated investment authority, the Trustee shall not 24 . . be liable for any action taken, except in the case of willful misconduct. L. Powers of ADpointment. Any power of appointment created under this Agreement may be exercised only by an acknowledged writing delivered to the Trustee during the lifetime of the holder of such power, or by a Will, and in either case must contain an express reference to the power which includes the name of the Grantor. A person exercising a power of appointment may appoint trust funds outright or in trust. The choice of terms, Trustees and jurisdiction of any trust shall be entirely within the discretion of the person having the power of appointment, except to the extent otherwise expressly provided in this Agreement. No power of appointment shall be exercisable by a beneficiary over any property or its proceeds added to a trust by means of a disclaimer by such beneficiary. M. Powers of Withdrawal. After the death of the Grantor, any power to withdraw principal of a trust under this Agreement may be exercised only by delivery of a writing to the Trustee or by a Will specifically referring to the wi~hdrawal power. If exercised by a Will, the principal withdrawn shall be distributed to the estate of the person exercising S"""'h u............:. power. 25 , I . . N. Successor Trustee. No Trustee has a duty to examine the transactions of any prior Trustee. Each Trustee is responsible only for those assets which are actually delivered to it. o. Deleqation. Any Trustee may delegate to the other Trustees the right to exercise any power (discretionary, administrative or otherwise), and may revoke the delegation at any time, by delivery of an acknowledged instrument to such other Trustees. P. Permissible Use of Trust Funds. Upon the death of the Grantor, the Trustee may in its discretion pu=chase property from the Grantor's estate, make loans to the Gran~or's estate, and guarantee the obligations of the Grantor's es~ate and pledge trust property as security therefor upon whatever terms and in whatever manner and with whatever security the Trustee considers advisable. Q. Residential Real Propertv Held in T~ust. The Trustee is authorized to hold residential real property as part of any trust created under this Agreement and may permit the income beneficiary or beneficiaries to reside the=e rent-free during the trust term. 26 fl . . R. Distributions to Beneficiaries Under Aoe Twentv-One. If the Trustee is authorized or required to distribute trust funds to a beneficiary who is under the age of twenty-one (21) years, and the Trustee does not believe that an immediate distribution is in the beneficiary's best interests, it may instead distribute such property to any adult caring for the beneficiary or to the beneficiary1s Guardian or Custodian under a Uniform Gifts or Transfers to Minors Act. In the alternative, the Trustee may hold and invest such property as a separate fund for such beneficiary, and accumulate income or payor apply any part of the fund to or for the beneficiary's benefit from time to time, as it considers advisable. Any accumulated income shall be added to principal annually. When the beneficiary attains the age of twenty-one (21) years, the Trustee shall distribute the fund to the beneficiary, or, if the beneficiary dies before then, to the beneficiary's legal representative. S. Descendants, Per Stirpes. Whenever the Trustee is directed to distribute property to an individual's descendants, "per stirpes," or to divide property into separate shares, "per scirpes," with respect to an individual's descendants, the pr~perty shall be divided into shares beginning with the first generation below such individual, whether or not there are 27 l' . . members of such generation living at the time of distribution. Subdivision of shares for successive generations shall be made In the same manner. T. Virtual ReDresentation. In any proceeding relating to any trust established hereunder, serVlce of process upon any person under a disability shall not be made when another person not under a disability is a party to the proceeding and has the same interest as the person under the disability. U. Manaqement Powers of Trustee. Without limitation of the powers conferred upon it by law, the Trustee is authorized: (1) To retain, acquire, or sell any property (including any discretionary common trust fund or proprietary mutual fund of any corporate Trustee acting under this Agreement, covered and uncovered stock options, and investments in foreign securities), without regard to diversification and without being limited to the investments authorized for trust funds; (2) to exercise stock options; (3) to enter into agreements for the sale, merger, reorganization, dissolution or consolidation of any corporation or properties; (4) to manage, improve, repair, sell, mortgage, lease (including the power to lease for oil and gas), pledge, convey, option or exchange any proper~y and take back purchase 28 11- . . money mortgages thereon, without court order; (5) to make distributions in cash or in kind, or partly in each, and, in the discretion of the Trustee, to allocate particular assets or portions thereof to anyone or more beneficiaries, provided that such property shall be valued for purposes of distribution at its value on the date of distribution; (6) to maintain custody or brokerage accounts (including margin accounts) and to register securities in the name of a nominee; (7) to compromise and settle claims (including those relating to taxes) without court order; (8) to borrow funds from any person or corporation (including a Trustee) and pledge or mortgage trust assets to secure such loans; (9) to extend, renew, or renegotiate loans or guarantees; (10) to employ attorneys, accouncants, investment counsel, custodians and brokers to assist in the administration of the trust property; (11) to vote and give proxies to vote shares of stock; (12) to make joint investments in property, real or personal; (13) to divide any trust into separate trusts; and (14) if there is more than one trust established under this Agreement, to administer such trusts as a single fund. ~q L~ \ I . . IN WITNESS WHEREOF! HELEN E. SMITH, as Grantor, and MARGUERITE S. ROSSI and ANN S. GREGOIRE, as Trustees! have hereunto set their respective hands and seals as of the day and year first above written. ~~() [" ~~ Witnes ~!lJ-~ Witness ~~/-~ HELEN E. SMITH Grantor ~~ ~ lb:~ Witne s ~m~L Witness Wi~~ E Pe, (~$~# Witness )~.{~. MARGUERITE S. ROSSI Trustee ~~~ ANN S. GREGOIRE Trustee 30 . STATE OF r COUNTY OF . ss: The foregoing instrument was acknowledged before me on liitz.~ ! (; , 2000, by HELEN E. SMITH. Notarial sea~otary public \ Margaree~~ri~e~:~tgaus~pi~ ~~.u~6b1 SUSqu . 5,.0 Exp,res. I MY commlS . tlon 0\ Notanes bDr pennsvlvania i\sSOc\a lIAem u. STATE OF ~~ COUNTY OF k~ur h. ;{L.~ Notary Publi ss: The foregoing instrument was acknowledged before me on ){a~ /0 ' 2000, by f"LXffiGUERITE S. ROSSI. Nota~~~;~~~otary Public Margaret lIA. Ke~ p Dauphin County SUsquehansn,;n txpires Sept. 28. 2001 My comm1s .' P nnsvlvama i\ssociatlOn of Notanes Member e. STATE OF COUNTY OF ~?u<.~ ' Pub 1 i c ;; t- '2/, / Notary ss: The foregoing instrument was acknowledged before me on A~ I ~ , 2000, by Ai'lli S. GREGOIRE. Notarial Seal P bl' orthy Notary u Ie Margaret M. Ke~:p Dauphin County SUsQuehann.an Exp';res Sept. 28. 2001 My CommlsSI " Pennsvlvama ASSOCiation of Notaries MefT\uer ' 31 II . . Schedule A FIVE DOLLARS. . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5.00 32