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HomeMy WebLinkAbout10-13-05 REV - 1500 EX + 16-00) ,*'''''. , . , I COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE DEPT. 280601 HARRISBURG. PA 17128-0601 REV-1500 INHERITANCE TAX RETURN RESIDENT DECEDENT D 2. Supplemental Return ~ 4a. Future Interest Compromise (date of death after 12-12-82) ~ 7. Decedent Maintained a Living Trust(Attach copy of Trust) D 10. Spousal Poverty Credit (date of death between 12,31-~1 Md THIS SECTION MUST BE C()MPLI:TEl)..ALL(fqr:t~$l':!9.I\II?I:I\I.. NAME Dale F Shughart, Jr. Esquire f- Z W C w () w C DECEDENTS NAME (LAST. FIRST, AND MIDDLE INITIAL) Whitcomb, Mary L. DATE OF DEATH (MM-DD-YEAR) DATE OF BIRTH (MM-DD-YEAR) 04/12/2005 10/28/1914 (IF APPLICABLE) SURVIVING SPOUSE'S NAME ( LAST, FIRST AND MIDDLE INITIAL) W f- ~~cn ()a:~ wQ.() J:OO ()a:..J Q.m Q. co: Whitcomb, Luther M. ~ 1. Original Return D 4. Limited Estate ~ D 6. Decedent Died Testate (Attach copy of Will) 9. Litigation Proceeds Received f- Z W C Z o Q. FIRM NAME (If applicable) TELEPHONE NUMBER 717/241-4311 1. Real Estate (Schedule A) 2. Stocks and Bonds (Schedule B) 3. Closely Held Corporation, Partnership or Sole-Proprietorship 4. Mortgages & Notes Receivable (Schedule D) 5. Cash, Bank Deposits & Miscellaneous Personal Property (Schedule E) 6. Jointly Owned Property (Schedule F) ~ D Separate Billing Requested ~ 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property ~ (Schedule G or L) ~ 8. Total Gross Assets (total Lines 1-7) () ll! 9. Funeral Expenses & Administrative Costs (Schedule H) 10. Debts of Decedent, Mortgage Liabilities, & Liens (Schedule I) 11. Total Deductions (total Lines 9 & 10) 12. Net Value of Estate (Line 8 minus Line 11) COMPLETE MAILING ADDRESS FILE NUMBER 21 05 COUNTY CODE YEAR SOCIAL SECURITY NUMBER 0386 NUMBER 182-40-8986 THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS SOCIAL SECURITY NUMBER 182-36-3213 D 3. Remainder Return (date of death prtor to 12-13-82) D o 5. Federal Estate Tax Return Required 8. Total Number of Safe Deposit Boxes D 11. Election to tax under Sec. 9113(A) (Attach Sch 0) 35 E. High Street, Suite 203 Carlisle, PAl 70 13 f- "I (1 ) None (2) 1,113,543.40 (3) None (4) None (5) 2,500.00 C.:l (6) None (7) None .....J (8) 1,116,043.40 (9) 15,484.53 (10) 3,346.44 SEE INSTRUCTIONS ON REVERSE SIDE FOR APPLICABLE RATES (11 ) 18,830.97 1,097,212.43 (12) 13. Charitable and Governmental Bequests/See 9113 Trusts for which an election to tax has not been made (Schedule J) 14. Net Value Subject to Tax (Line 12 minus Line 13) 15. Amount of Line 14 taxable at the spousal tax rate, 174,085.24 x .00 (15) or transfers under Sec. 9116(a)(1.2) z 923,127.26 .045 (16) 0 16. Amount of Line 14 taxable at lineal rate x >= ~ :J Q. 17. Amount of Line 14 taxable at sibling rate x .12 (17) :& 0 () )( 18. Amount of Line 14 taxable at collateral rate co: x .15 (18) f- 19. Tax Due (19) (13) (14) 1,097,212.43 0.00 41,540.73 20.0 CHECK HERE IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT. 41,540.73 -, ;; BE ~RE-~o:~~~_f!~~~~~9N f!EV!!!~_~Ii_~,~!!EE~~~ M~T!'~<.=~: ~__ -:~-=-__=__~--]T.~__--- Copyright 2000 form software only The Lackner Group, Inc. Form REV-1500 EX (Rev. 6-00) 11 Decedent's Complete Address: STRFFf ADDRESS 616 Mooreland Avenue CITY Carlisle STATE PA ZIP '17013 Tax Payments and Credits: 1. Tax Due (Page 1 Line 19) 2. Credits/Payments A. Spousal Poverty Credit B. Prior Payments C. Discount (1 ) 41,540.73 38,950.00 2,050.00 Total Credits (A + B + C) (2) 41,000.00 3. Interest/Penalty if applicable D. Interest E. Penalty Total Interest/Penalty (0 + E) 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 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. A. Enter the interest on the tax due. B. Enter the total of Line 5 + 5A. This is the BALANCE DUE. (3) 0.00 (4) (5) 540.73 (5A) (58) 540.73 Make Check Payable to: REGISTER OF WILLS, AGENT PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: a. retain the use or income of the property transferred;................................................................................ b. retain the right to designate who shall use the property transferred or its income;.................................... c. retain a reversionary interest; or............................................................................................................... d. receive the promise for life of either payments, benefits or care? ............................................................. 2. If death occurred after December 12, 1982, did decedent transfer property within one year of death without receiving adequate consideration?................................................................................................................. ...... 3. Did decedent own an "in trust for" or payable upon death bank account or security at his or her death?......... 4. Did decedent own an Individual Retirement Account, annuity, or other non.probate property which contains a beneficiary designation? ...................................................................................................................... y~ i o ~ o ~ o ~ IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. Under penalties ot perjury. I declare that I have examined this return. including accompanying schedules and statements, and to the best of my knowledge and beliel, it is true. correct and complete. Declaration ot preparer other than the personal representative IS based on all Information of which preparer has any knowledge. SIGNATURE OF PERSON RESPONSIBLE FOR FILING RETURN ADDRESS Luther M. Whitcomb Thomwa1d Home 442 Walnut Bottom Road G-5 Carlisle, PAl 70 13 DATE ADDRESS 35 E. High Street, Suite 203 Carlisle, P A 17013 )4;/p~ DATE , ~ /~ 7 ~/ ADDRESS 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 us~ of the surviving spouse is 3% [72 P.S. 99116 (a) (1.1) (i)]. For dates of death on or after January 1, 1995, the tax rate imposed on the net value of I [72 P.S. 99116 (a) (1.1) (ii)]. The statute does not exemot a transfer to a surviving spow of assets and filing a tax return are still applicable even if the surviving spouse is the ont~ 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 yea parent, an adoptive parent, or a stepparent of the child is 0% [72 P.S. 99116 (a) (1.2)]. The tax rate imposed on the net value of transfers to or for the use of the decedent's line 1.2) [72 P.S. 99116 (a) (1 )J. The tax rate imposed on the net value of transfers to or for the use of the decedent's sibli _ . - . .-. ;:s~ , ,.... 'ell' I."IJ. PI 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. N~?D spousei is 0% ts for di$closure ~~ . ?-.v\.S' ! use ota natural in 72 P.S. 99116 '. SCHEDULE B STOCKS & BONDS COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF . WhItcomb, Mary L. FILE NUMBER 21-05-0386 All property jointly-owned with right of survivorship must be disclosed on Schedule F. ITEM DESCRIPTION UNIT VALUE VALUE AT DATE OF NUMBER DEATH I 5,642 shares Allied Irish Bank @ 42.223, (238,219.35) plus accrued interest 42.223 243,909.44 5,690.09, CUSIP #019228402 2 556 shares Allstate Corp at 54.300, CUSIP #020002101 54.300 30,190.80 3 2,590 shares American Express (133,605.15) @ 51.585, plus accrued interest 51.585 133,915.95 310.80, CUSIP #025816109 4 794 shares BP PLC @ 62.885, CUSIP #055622104 62.885 49,930.69 5 800 shares Bristol Myers Squibb @25.125 (20,100), plus accrued interest 224.00, 25.125 20,324.00 CUSIP #110122108 6 600 shares EI DU PONT DE NEMOURS @ 49.790, CUSIP #263534109 49.790 29,874.00 7 100 shares Eastman Chemical, @ 56.875, CUSIP #277432100 56.875 5,687.50 8 3,312 shares Exxon Moil Corp @ 60.185, CUSIP #30231G 102 60.185 199,332.72 9 800 shares Gannett Co., Inc. @ 79.010, CUSIP #364630101 79.010 63,208.00 10 2, I 00 shares General Electric @ 35.880 (75,348), plus accrued interest 462.00, 35.880 75,810.00 CUSIP #369604103 II 674 shares M & T Bank @ 103.74, CUSIP #55261F104 103.74 69,920.76 12 300 shares PNC Financial @ 50.820, CUSIP #693475105 50.820 15,246.00 13 1,500 shares Pepco Holdings @ 21.190, CUSIP #713291102 21.190 31,785.00 14 800 shares Royal Dutch @ 60.835, CUSIP #780257804 60.835 48,668.00 15 3,395 shares SBC Communications @ 23.83 (80,902.85), plus accrued interest 23.83 81,997.74 1.094.89, CUSIP #78387G 103 16 94 shares Sears Holdings @ 146.20, CUSIP #12350106 146.20 13,742.80 TOTAL (Also enter on line 2, Recapitulation) 1,113,543.40 - .~\ll)~ \(}:Mam .. ~ ~~ (;, ~..... ~o- 2" ~ t:; ~. ~ '" (". ~;<. ;:. _. ~~ ~~ :--s :;. ::= ~ 0 '" '" "'> - C <:> ~"'" "">;:l '" ~'f4 v " ~ ~ ~ cl ~ ;;; ~7" ~~ ... 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N eo o ~');' .....("J ,<::l -...::'1 ,-Ie ,,:<'1 ...:,0 .- . ~ .~ COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE E CASH, BANK DEPOSITS, & MISC. PERSONAL PROPERTY ESTATE OF Whitcomb, Mary L. FILE NUMBER 21 - 05 - 0386 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 I Jewelry and personal effects. DESCRIPTION VALUE AT DATE OF DEATH 2,500.00 TOTAL (Also enter on Line 5, Recapitulation) 2,500.00 *'". ~ . Co ~. COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULEH RJNERAL EXPENSES & ADIVINSTRA11VE COSTS ESTATE OF Whitcomb, Mary L. FILE NUMBER 21-05-0386 Debts of decedent must be reported on Schedule I. ITEM NUMBER A. DESCRIPTION AMOUNT FUNERAL EXPENSES: Hoffman-Roth Funeral Home, funeral expenses 2 Pastor Thompson, honorarium 3 Pastor Sheaffer, honorarium B. ADMINISTRATIVE COSTS: Personal Representative's Commissions 1. Social Security Number(s) / EIN Number of Personal Representative(s): Street Address City Year(s) Commission paid State _ Zip 2. Attorney's Fees Dale F. Shughart, Jr., Esquire (estimated) 3. Family Exemption: (If decedent's address is not the same as claimant's, attach explanation) Claimant Street Address 4. City Relationship of Claimant to Decedent Probate Fees Register of Wills (paid 58.00) (probate 20) owe 740 State Zip 5. Accountant's Fees 6. Tax Return Preparer's Fees Estimated 7. 1 Other Administrative Costs Register of Wills, Short Certificates 2 Cumberland Law Journal, advertise Letters Total of Continuation Schedule(s) TOTAL (Also enter on line 9, Recapitulation) 2,606.50 100.00 200.00 10,000.00 798.00 1,000.00 8.00 75.00 697.03 15,484.53 ,~~. ~ COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Whitcomb, Mary L. 3 The Sentinel, advertise Letters 4 Bonnie L. Coyle, notary fee 5 Postmaster, certified mail SchedUeH Fu'leraI Expes l5eS & Aa1ir1sIraNe CosIs COI'1Iiru!d 6 Register of Wills, filing Inheritance Tax Return and Inventory 7 Reserve for Account. FILE NUMBER 21 - 05 - 0386 Page 2 of Schedule H 11 137.03 25.00 5.00 30.00 500.00 11 .~ ~ COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE I DEBTS OF DECEDENT, MORTGAGE LIABILITIES, & LIENS ESTATE OF Whitcomb, Mary L. FILE NUMBER 21-05-0386 Include unreimbursed medical expenses. ITEM NUMBER I DESCRIPTION AMOUNT Sarah Todd Nursing Home, final nursing care bill 2,854.29 2 PharMerica, prescriptions 382.15 3 Vascular Assoc., doctor bill 110.00 TOTAL (Also enter on line 10, Recapitulation) 3,346.44 11 REV-1513 EX+ (9-00) SCHEDULE J BENEFICIARIES COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Whitcomb, Mary L. FILE NUMBER 21-05-0386 NUMBER NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY RELATIONSHIP TO DECEDENT Do Not UsI Trustee(s) AMOUNT OR SHARE OF ESTATE I. TAXABLE DISTRIBUTIONS (include outright spousal distributions) L.M. Whitcomb Thomwald Home 442 Walnut Bottom Road G-5 Carlisle, PAl 70 13 Husband Jewelry and personal effects $2,500. Also life interest as Beneficiary of Standby Trust 171,585.24 2 Thomas L. Whitcomb 616 Mooreland Avenue Carlisle, P A 17013 Daughter 1/2 remainder interest of Standby Trust $461,563.63/ 3 Mary Luise Freeman 901 North Main Street Byers, TX 76357 Daughter 1/2 remainder interest of Standby Trust $461,563.63/ 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 B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS TOTAL OF PART 11- ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET REV-1647 EX+ (g-OO) ~ ;*" SCHEDULE M RJTURE INTEREST COMPROMISE (Check Box 4a on Rev-1500 Co\.e' Sheet) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Whitcomb, Mary L. FILE NUMBER 21-05-0386 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 04 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 181 Trust 0 Other I. Beneficiaries 1. Luther M. Whitcomb 2. 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 ri911t. i Unlimited right of withdrawal D Limited right of withdrawal III. Explanation of Compromise Offer: Life Estate in Standby Trust under ITEM III of Will with Remainder Interest to children. Given income from this Trust and other resources the total monthly income of surviving spouse should be approximately $8,000. Thus, it is unlikely that there will be any principal invasion for the spouse. On the other hand, given Testator/Settlor's desire to provide for her widower, it is unlikely that there will be any invasions for the children who are the Remaindermen. This acturial computation should be accurate as per attached and set forth below. husband AGIETO DATE OF BIRTH NEARESTBlRTHDAY 0611111912 93 Ci NAME OF BENEFICIARY RELATIONSHIP 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 0 6% 0 3% ~ 0% (also include as part of total shown on Line 15 of Cover Sheet) 4. Value of Line 1 taxable at lineal rate 06% ~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) '3. 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) 1,094,712.50 171,585.24 923,127.26 Ij094,712.50 '-?l 7 r.~-; '3 C) r~'; ~~.I ,~I :_1 10~.Oti .' OS 1"1: 11:~ FE:::.l!,.'] -ZU1.LIN(:;EB L:~~J\/I~-) PHCIF 717 :1~::O--~,2ZZ AnnUity, life E.state, and Hemamder I actors W'hitcomb Fstate Factor Value. l' T- :~:=:7 POl,/Wl u- 510 1 U/6/200t') Transfer Date: ~7520 Rate Calculation Type: Principal: Lives Ages: Ufe Estate 015674 $171,585.24 4/2005 500% life $1,094,713 1 93 B.~lILalnder o 8432G $923,'127.26 LAST WILL AND TESTAMENT OF MARY L. WHITCOMB I, Mary L. Whitcomb, of the Borough of Carlisle, Cumberland County, Pennsylvania, declare this to be my last Will and Testament and revoke all Wills and Codicils previously made by me. ITEM I: I direct that my legally enforceable debts and funeral expenses shall be paid from my residuary estate as soon as practicable after my decease, as a part of the cost of administration of my estate. ITEM II: I bequeath all of my tangible personal property (excluding motor vehicles, cash, securities and other tangible evidences of intangible property), including but not limited to all household goods, furniture and furnishings, china, silverware, jewelry and ornaments, works of art, pictures, wearing apparel, and personal effects, together with any policies of insurance, including any, prepaid premiums thereon, unto my husband, Luther M. Whitcomb, provided he shall survive me by thirty (30) days. Should my said husband, Luther M. Whitcomb, predecease me or die on or before the thirtieth day following my death I bequeath such tangible personal property unto my children, Thomas L. Whitcomb and Mary Luise Freeman, who shall be living on the thirty-first day following my death, to be divided -\l, "-- LLI "j- Lc . {:/c. i 1 '" [ ~ between them as they may agree in as nearly equal shares as possible. I direct that any costs of moving, shipping or otherwise transporting any such items bequeathed hereunder shall be paid by my Executor as a part of the cost of administration of my Estate. ITEM III: I devise and bequeath the rest, residue and remainder of my estate of every nature and wherever situate to the Trustee acting at the time of my death under the Trust created by me on December 10, 1998, of which Dauphin Deposit Bank and Trust Company, of Carlisle, Pennsylvania is Trustee IN TRUST, for the uses and purposes and subject to the terms and conditions thereof. My residuary estate shall be added to such Trust and administered and distributed as a part thereof, including any alterations or amendments thereto made pursuant to its terms or to any other lifetime trust which I may hereafter substitute therefor. Should the Trust created by me on December 10, 1998 be entirely revoked without a substitute (or other provision made in the document of revocation) or should that Trust fail to exist or be or become unenforceable for any reason, then my residuary estate shall be held and administered and distributed by my Executor as a Trustee pursuant to the terms and provisions of that Trust as it existed on December 10, 1998, without such resultant Trust being considered a Testamentary Trust. 1v<- fA I'P :'L.L. '."" , \ t 1 ,) j{~tQ (;YYL,L ITEM V: My Executors and/or Trustees and/or Custodians herein appointed shall have, in addition to those powers vested in them by law and any other provisions of my Will, all powens granted by me to the Trustee in the above referenced Trust (and any amendment of or substitute for such) as fully and complet,ely as if the same were set forth herein in their entirety and the same are hereby incorporated herein by reference. ITEM V: All Federal, State and other death taxes payable because of my death with respect to the property forming my gross estate for tax purposes, whether or not passing under this Will, including any interest or penalty imposed in connection with such tax and not caused by negligent delay, shall be considered a part of the expense of the administration of my estate and shall be paid from the non-marital portion of my estate or of the Trust created by me on December 10, 1998, and as referenced to in Item III above, without apportionment or right of reimbursement, except for the following specified death taxes, which shall be payable from the sources specified herein (and if no source is specified, from the source determined under the provisions of Chapter 37 of the Pennsylvania Probate, Estates and Fiduciaries Code, as in effect on the date of execution of this Will) : A. Any tax imposed by Chapter 13 of the Internal Revenue Code of 1986, as amended (herein "CODE") (generation- skipping transfer tax) shall be payable from the property 'lilt Q [),Co l) C:h~~L constituting such taxable transfer (except as may be provided otherwise in later provisions hereof or in relevant Trust instrument) i B. Any tax resulting from the inclusion in my Estate of any qualified retirement plan benefit under CODE Section 2039 (b) (whether such amounts are included in the probate estate) and any tax resulting from excess retirement accumulation under CODE Section 4980 A(d), shall be payable by the recipient(s) of any such benefits. C. Any tax resulting from the inclusion of any property in my estate under CODE Section 2044 and/or CODE Section 2056(b) (7) (certain property for which marital deduction was previously allowed), whether or not such taxes are statutorily payable by my estate or the recipient of any such property shall be payable by the recipient of or from such property. D. Any additional estate tax imposed by CODE Section 2032A (valuation of certain farms, etc., real property) shall be payable by the qualified heir or heirs whose actions result in the imposition of such additional estate tax. E. Any tax resulting from the inclusion in my estate under CODE Section 2040 of the value of any jointly owned property shall be payable by the surviving joint tenant(s) of such property. l\\. ~ )\_~ r tJ~-t 1.l)1i\.J~ \ F. Any tax resulting from the inclusion in my estate under CODE Section 2042 of the proceeds of life insurance shall be payable by the beneficiary(s) of such life insurance. G. Any tax resulting from the inclusion in my estate under CODE Section 2041 of the value of any property subject to a Power of Appointment, shall be payable by the appointee of such property. H. Any tax payable from a Trust or other source which instrument specifically rather than generally provides therein for the payment of taxes shall be paid as provided for in the relevant instrument. ITEM VI: I appoint my husband, Luther M. Whitcomb, Executor of this my last Will and Testament. Should my said husband fail to qualify or cease to act as Executor, I appoint my son, Thomas L. Whitcomb, and my daughter, Mary Luise Freeman, co-Executors of this my last Will and Testament. ITEM VII: I direct that my Executor or his successors, shall not be required to give bond for the faithful performance of their duties in any jurisdiction. IN WITNESS WHEREOF, I have hereunto set my hand and seal, this )O~day of December, 1998. I. [SEAL] The preceding instrument, consisting of five (5) typewritten S each identified by the signature of the Testatrix, was on page , the date thereof, signed, published and declared by Mary L. h't mb the Testatrix therein named, as and for her last Will, W ~ co , in the presence of us, who, at her request, in her presence and in the presence of each other, have subscribed ses hereto. ciJ ~ P COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND ht1 R- J , and , 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 that she had 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/her knowledge the Testatrix was at that time eighteen years of age or older, of sound mind and under no constraint or undue influence. Subscribed, sworn to and acknowledged before me by Mary L. Wh.itcOmb, tHe !estatrix, and subscribed and sworn to before meJ?1 ~ '::;-~9[;/ltJ'A f;/N and 0< ~:rn uJ~,-- witnesses, this /(/{Lday of December, 1998. NOTAAW. lEAL BOfI=~NOrAflYPU8UC MY - CUM8DLANO COUNTY COMMISSION EXPIRU OCToBER 17 2002 ~X~, / Not Public , " REVOCABLE STANDBY TRUST THIS AGREEMENT OF TRUST executed in multiple counterparts this 10 ~ day of J)-e(-e..,~b~VL, 1998, among MARY L. WHITCOMB of 616 Mooreland Avenue, Carlisle, Pennsylvania 17012 (hereinafter called "SETTLOR"), and DAUPHIN DEPOSIT BANK AND TRUST COMPANY OF CARLISLE, PA (hereinafter whether singular or plural, masculine or feminine, individual or corporate, called "TRUSTEE"). WIT N E SSE T H : WHEREAS, SETTLOR has created this Trust by this Agreement and by deposit with TRUSTEE of the sum of $10.00; and WHEREAS, SETTLOR or other persons may, by inter vivos transfer, Will, beneficiary designation or otherwise, contribute or add cash or other property to this trust; and WHEREAS, SETTLOR may designate TRUSTEE as beneficiary under certain life insurance policies which (when such designa!tion occurs) will be described and listed on a Schedule to be attached hereto and made a part hereof. NOW, THEREFORE, TRUSTEE agrees: to hold any property, real or personal, that has been or may be contributed or added to the Tru~t, (either before or after any insur~nce or similar policies or plans); to collect the proceeds of any such policies upon maturity thereof by the death of the insured; and to hold such property and proceeds and additions (such property and proceeds and additions being hereinafter called the "Principal"), IN TRQST, as specified and provided for below. FIRST: During the SETTLOR's lifetime, the TRUSTEE shall , ... invest and manage the Principal as a separate trust and make distributions as follows: A. TRUSTEE shall pay from the net income therefrom such periodic installments to SETTLOR for and during her lifetime as SETTLOR shall request, provided that if, in the opinion of TRUSTEE, SETTLOR should by reason of age, illhess, or for any other cause become incapable of appropriately receiving or disbursing income TRUSTEE may then apply the net income of this Trust for the support of SETTLOR to maintain her in the station of life to which she is accustomed at the creation of this trust. Any income in excess of $500.00 not disbursed hereunder or as directed by SETTLOR under ARTICLE SEVENTH shall periodically be added to Principal. B. As much of the accumulated income and Principal of this Trust as TRUSTEE in TRUSTEE'S sole discretion may from time to time think advisable for the support of SETTLQR to maintain her in the station of life to which she is accustomed at the creation of this trust, or during illness or emergency, shall be either paid to her or else applied directly for her benefit by TRUSTEE. SECOND: At SETTLOR's death, if SETTLOR I s husband, LUTHBR M. WHITCOMB, survives SETTLOR {and he shall be presumed to have survived her unless it appears unmistakably that he predeceased her} and if the federal estate tax falling due because of SETTLOR's death will be reduced by making this gift for his benefit, then upon SETTLOR's death, this TRUST shall become 2 , ~ irrevocable and TRUSTEE shall set aside in a separate share under this Article SECOND .A. the least amount (based upon values as finally determined for federal estate tax purposes) as shall be needed for the federal estate tax marital deduction to reduce the federal estate tax to the lowest possible figure after full use of all other deductions and credits allowable in calculating the federal estate tax, except such amounts shall be calculated without regard to the augmenting of SETTLOR's estate by reason of generation-skipping transfers and without regard for any credit for state death taxes that would not otherwise be payable. This Article SECOND.A. is intended to take advantage of the unlimited marital deduction provided in Internal Revenue Code-Section 2056 ). (as amended) or such other similar section as may be in effect at the time of SETTLOR's death. Accordingly, it is agreed that: 1. The amount of this gift shall be undiminished by any income, estate, succession, legacy, death, inheritance, or any generation-skipping tax or any interest or penalties thereon. 2 . The take into amount of the gift shall consideration the value of any property, including property or interests in property under other provisions of this Trust, under the provisions of SETTLOR's Will, by rights of survivorship, by operation of law, by insurance, annuity, or endowment contract or otherwise, which SETTLOR's husbanQ has received prior to SETTLOR's death or at SETTLOR's death 'will receive other than pursuant to this Article SECOND.A. which 3 , ., is includable in SETTLOR's gross estate for Federal Estate Tax purposes and with respect to which the marital deduction or other similar benefit is allowable. 3. No property ineligible for the marital deduction, or any similar benefit, shall be distributed to this gift for SETTLOR's husband, pursuant to this Article SECOND.A. 4. Either cash or investments or both may be allocated to the gift under this Article SECOND.A. 5. Any property allocated under this Article SECOND.A. in kind shall be valued at the value at which it is finally included in SETTLOR I S gross estate for Federal Estate Tax purposes, but in no event shall any such property be valued at less than its fair market value on the date of allocation to this gift. 6. SETTLOR's husband shall be paid the entire amount of this gift as soon as is practicable after SETTLOR's death, absolutely and free of Trust. 7. Should SETTLOR's husband disclaim all or any portion of any assets passing to him on account of SETTLOR's death (including any portion of this MARITAL DEDUCTION SHARE) (and SETTLOR's husband. is reminded that it may be wise to disclaim certain assets in view of the anticipated incremental estate taxes or the anticipated length of his survival, even though such disclaimer may result in the payment of some death taxes by SETTLOR's estate), all of' the disclaimed assets shall be held by the TRUSTEE, IN TRUST, for 4 ... ''\ the uses and purposes, and under the terms and provisions as are specified and contained in ARTICLE SECOND B., below. B. TRUSTEE shall hold all of the Principal not subject to Article SECOND A. above, as a separate Trust under this Article SECOND. B. (which may be referred to as the By-Pass Trust) for the following uses and purposes: 1. To pay the net income therefrom to SETTLOR's husband, for and during his lifetime. 2. As much of the Principal of this Trust as TRUSTEE in Trustee's sole discretion may from time to time think advisable for the support of SETTLOR's husband, and for the protection and preservation of his property or for the support and education of SETTLOR's children or grandchildren, including college education, both graduate and undergraduate), or during illness or emergency, shall either be paid to him or them or else applied directly for his or their benefit by TRUSTEE after taking into account his or their other readily available assets and sources of income. 3. TRUSTEE may apply the net income of this Trust for the support of SETTLOR's husband, should he by reason of age, illness or any other cause in the opinion of TRUSTEE be incapable of appropriately receiving or disbursing it. 4. Upon the death of SETTLOR's husband, or ~pon SETTLOR's death if her husband shall not survive her, 5 r- ... , the then remaining principal and any undistributed income shall be distributed to SETTLOR's children, THOMAS L. WHITCOMB and MARY LUISE FREEMAN, in equal shares. Should any of SETTLOR's children not be then surviving, but be survived by living issue, such issue shall receive, per stirpes, the share that their ancestor would have received, provided, however, that the share for any person who shall not have attained the age of thirty (3D) years, shall be held, IN SEPARATE TRUST, for the following uses and purposes: (i) To pay, appl y , or accumulate the net income therefrom as is provided in sub-paragraph (iv) below. (ii) As much of the principal of each separate trust as the TRUSTEE may from time to time think advisable for the support and maintenance in reasonable comfort, education and health of such person and for the protection and preservation of his or her property, after taking into consideration his or her or their o:ther readily available assets and sources of income or during illness or emergency shall be either paid to him or her or them or else applied directly for his or her or their benefit by the TRUSTEE. (iii) The beneficiaries hereunder shall be entitled during their lifetime to withdraw sum$ of 6 , " principal from their trust in accordance with the following formula: (1) At anytime after attaining the age of twenty-five (25) years and prior to attaining the age of thirty (30) years, such sums as shall not exceed one-half of the market value of the principal as constituted on his or her twenty-fifth (25th) birthday or on the creation of his or her separate trust, whichever shall last occur. (2) At anytime after attaining the age of thirty (30) years, any and all principal remaining and any accumulated and undistributed income. Upon the death of any beneficiary, his or her trust shall terminate and the then remaining principal and any undistributed income shall be distributed, per stirpes, to his then living issue, and in default of such issue, shall be added to the shares of SETTLOR's other then living children or of the then living issue of children who survive SETTLOR but are then deceased, per stirpes. (iv) TRUSTEE shall have the authority and power, with a view towards minimization of income taxes, to deal with the income of this Trust in 7 anyone or more of the following ways: (1) To accumulate income; (2) To distribute income to a custodian for the benefit of any minor (under 21) beneficiary, under the Uniform Transfers for Minors Act of any appropriate state. The Custodian may be the TRUSTEE (other than SETTLOR's spouse) or may be selected by the TRUSTEE; (3) To distribute income to a beneficiary who is twenty-one (21) years of age or older. These powers may be exercised or not exercised by TRUSTEE in TRUSTEE's absolute discretion and may be exercised in differing amounts, or differently in different years and no beneficiary shall have any claim against TRUSTEE or right of reimbursement from TRUSTEE or the Trust on account of TRUSTEE's exercise or non-exercise of any of these powers. (v) Anything herein to the contrary notwithstanding, any provision of this Trust which would result in actuality in a violation of the Pennsylvania rule against perpetuities is amended to require that the Trust be terminated one day 8 before such violation and the principal disbursed to the persons then entitled to the income in the proportions of their entitlement to income. 5. In the event that at the death of the survivor of SETTLOR and SETTLOR's husband no issue of them shall then be living, the entire balance of this TRUST shall be distributed as follows: (i) 50% thereof to GRACE UNITED METHODIST CHURCH of 45 West South Street, Carlisle, PA; (ii) 25% thereof to DICKINSON COLLEGE of Carlisle, PA; and (iii) 25% thereof to the CUMBERLAND COUNTY HISTORICAL SOCIETY presently of 21 North Pitt Street, Carlisle, PA. THIRD: The Principal and income of this TRUST shall be free from anticipation, assignment, pledge or obligation of SETTLOR or of any beneficiary and shall not be subject to voluntary or involuntary alienation, or levy or seizure by any creditor, spouse, assignee or trustee or receiver in bankruptcy, or anyone obligated for the support of SETTLOR or any beneficiary (including any government or governmental agency or private agency which has provided benefits or services to SETTLOR or to any beneficiary) . It is SETTLOR's intention herein to provide for SETTLOR's and any other beneficiary's comfort and happiness without interfering with, reducing or disqualifying anyone from aid, benefitSi or services he or she would otherwise be entitled to and to maximize 9 the ultimate distributive shares for all of SETTLOR's ultimate beneficiaries. SETTLOR does hereby specially waive, renounce and disclaim any rights which she, her heirs and assigns, and any other person or entity may otherwise have to seek invasion of the assets of this Trust pursuant to any statute or rule of law of any jurisdiction. The TRUSTEE may pay over any sums to be distributed herefrom to the persons herein designated without regard to any attempted anticipation (except as specifically provided in this Agreement), pledging or assignment and without regard to any claim thereto or attempted levy, attachment, seizure or other process against TRUSTEE. FOURTH: TRUSTEE shall have the power, but not the duty, to make such expenditures out of the Principal allocated to the TRUST in Article SECOND.B as TRUSTEE may consider desirable in order to facilitate the settlement of SETTLOR's estate and also in the event SETTLOR's husband survives her, in order to facilitate settlement of his estate provided that in no event in settlement of SETTLOR's estate shall any paYment for such purposes be made out of the assets allocable to the marital share in Article SECOND .Ai and further provided that no property which would be otherwise exempt from federal estate"or state death taxes shall be used to make any paYments under this Article, or in any other fashion, so as to make the property so used become subj ect to federal estate or state death taxes. I In exercising such po~er, TRUSTEE may pay, in whole or in part, any or all of the following items: the expenses of SETTLOR's or her husband's last illness 10 and burial, including cost of gravemarkeri his or her debts; his or her income taxes i the death taxes on any or all property included in his or her gross estate for tax purposes and not including any generation-skipping transfer tax for which SETTLOR might be liable as a transferor under Section 2603(a) (3) of the Internal Revenue Code, including any interest or penalty imposed in connection with such taxi and all other items in connection with the settlement of his or her estate. Any such items may be paid directly by TRUSTEE or the funds for their payment may be transferred by TRUSTEE to SETTLOR's or SETTLOR's husband's executor or administrator i and neither such executor or administrator nor any beneficiary of SETTLOR1s or SETTLOR's husband's estate shall be required to reimburse TRUSTEE for any funds so paid or transferred. All such death taxes on present or future interests shall be paid at such time or times as TRUSTEE may think, regardless of whether such taxes are then due. The provisions of this ARTICLE and the tax payment provisions of SETTLOR's will shall be interpreted as an integrated whole and each fiduciary is authorized to rely upon certifications from any others as to the amounts of various taxes, expenses and assets and shall .make decisions with a view toward overall minimalization of taxes. FIFTH: SETTLOR's TRUSTEE(S), Executor(s) and Custodian(s) (whether masculine or feminine, singular or plural, corporat~ or individual and sometimes referred to as "fiduciaries" or "fiduciary") shall have the following powers in addition to those 11 vested in them by law and by other provisions of SETTLOR's Will or this Trust applicable to all property, whether Principal or income, including property held for minors, exercisable without court approval, and effective until actual distribution of all property: A. Any fiduciary hereunder may renounce or resign at any time with or without cause. B. No fiduciary shall be required to file bond, execute any instrument appointing anyone to accept service of process, or file inventories or accounts of any kind, except as ordered to do so by a court of competent jurisdiction or as required to do so under a state statute not providing for release of such requirements by a testator or settlor. Any beneficiary, however, will have the right at reasonable times to request of and receive an accounting of such matters as are pertinent to that beneficiary. Income tax returns and other relevant information may be submitted to satisfy this requirement. C. If there is no corporate fiduciary acting hereunder, TRUSTEE may designate a corporation (regardless of where organized or headquartered) with fiduciary powers to act as agent or custodian hereunder, may delegate to it such duties as may be appropriate (including investment recommendation duties), may pay to it reasonable compensation for its services, and may discharge it with or without caUse. D. To retain any or all of the assets of SETTLOR IS estate, or this Trust, real or personal, including stock of 12 any corporate fiduciary, without regard to any principle of diversification or risk. If the assets of any Trust hereunder consist of any interest in residential real estate, whether it be a full fee interest; a leasehold interest; a fractional interest; a life tenancy or a remainder interest; the right to income shall include the right to possession of such residential real estate {and if the income beneficiary is SETTLOR's spouse, he shall have the right to share that possession with such other members of SETTLOR's family as he shall determine}. The costs of obtaining, maintaining, insuring, operating, repairing and/or replacing such real estate shall be considered appropriate costs to be paid by TRUSTEES and shall be allocated to income or Principal in accordance with the character of the cost paid. TRUSTEE shall consult with SETTLOR's husband prior to sale or other disposition of such residential real estate, and shall not dispose of such residential real estate without the consent of SETTLOR's spouse or his or her agreement concerning a substitute or replacement residence. TRUSTEE is authorized to execute and deliver such Deeds, assignments or other documents as may be necessary and desirable to effectuate the transfer of ownership of any interest in any real estate. E. To invest in all forms of property, including stock, common trust funds, and mortgage investment funds whether operated by SETTLOR's fiduciary or others, without restriction to investments authorized for Pennsylvania 13 Fiduciaries, as they deem proper, without regard to any principle of diversification or risk. F. To sell at public or private sale, to exchange, or to lease for any period of time, any real or personal property and to give options for sales, exchanges or leases, for such prices and upon such terms or conditions as they deem proper. G. To allocate receipts and expenses to Principal or income or partly to each as they from time to time think proper in their sole discretion. H. To borrow from or to sell to SETTLOR's Executor or other TRUSTEE even though such Executor or other TRUSTEE may be also be SETTLOR's TRUSTEE hereunder. I. To cause the title to any property held hereunder to stand in the name of a nominee or nominees. J. To repair, alter or improve any real or personal property; to borrow money, including the right to borrow money from any fiduciary hereunder, and to pledge, mortgage, or create a security interest in any property held by them as security therefor, and to make loans, secured or unsecured, for such purposes and upon such terms and conditions as they. may deem advisable, including loans to SETTLOR's estate, with or without interest, for any purpose whatsoever, and to exercise options of any kind. K. To subscribe for or to exercise options for stocks, bonds or other investments; to join in any plan of lease, 14 mortgage, merger, consolidation, reorganization, foreclosure or voting trust and to deposit securities thereunder; to vote securi ties in person or by proxy, in such connection to delegate discretionary powers; and generally to exercise all the rights of security holders or employees of any corporation. L. To compromise, submit to arbitration or release any claim of SETTLOR's estate or any TRUST against others and to pay, compromise, or submit to arbitration any claim of others against SETTLOR's estate or any TRUST hereunder. M. To exercise any law-given option to pay death taxes in installments, the paYment of interest due on such installments to be a charge against Principal. N. To exercise any law-given option to treat administrative expenses either as income tax or as estate tax deductions, without regard to whether the expenses were paid from Principal or income, without regard to whether the size of the marital deduction share created in ARTICLE SECOND A hereof will be increased thereby, and without requiring reimbursement. O. To receive other property of any type acceptable to the TRUSTEE, including, but not in way of limitation, life insurance proceeds, which may be devised, bequeathed, I assigned, granted, conveyed or made payable to the TRUSTE~ by any other person, to be added to and administered in accordance with the then applicable provisions of this T~st; 15 provided, however, if more than one TRUST is then being administered hereunder, such other person may specify, in the instrument of transfer, among which TRUSTS, and in what proportions such property shall be allocated. P. To treat the entire trust estate as a common fund for the purpose of investment, notwithstanding any provision herein for division thereof into shares or separate TRUSTS. Q. Any TRUST beneficiary will have the right at reasonable times to request of and receive from the TRUSTEE a complete written accounting of such matters pertaining to the administration of the trust as are pertinent to that beneficiary. In the TRUSTEE's discretion, income tax returns of the TRUST and any other relevant information may be used to satisfy such request. R. In making distribution of this Trust, TRUSTEE is hereby granted the power to make non-prorata distribution of assets in kind. S. TRUSTEE in addition to other powers granted shall have the authority to purchase life insurance on the lives of any or all beneficiaries of the TRUST. In addition, specific authority or power is granted to pay premiums on existing policies as well as those purchased after the creation of' the TRUST even though said policies may not be owned by or payable to the TRUSTEE as beneficiary. Premiums may be paid from the income of the trust estate or, if necessary, fpom 16 Principal. T. Should the Principal of any TRUST herein provided for be or become so small that, in the TRUSTEE's discretion, establishment or continuance of TRUST is inadvisable, TRUSTEE may make immediate distribution of the then remaining principal and any accumulated or undistributed income outright to the person or persons and in the proportions they are then entitled to. If any such person is then a minor, distribution may be made to that person's guardian, or to a person selected by the TRUSTEE to be custodian for such person until the age of twenty-one (21) years under the Pennsylvania Uniform Transfers for Minors Act. U. SETTLOR's fiduciaries, generally, shall have full power and authority to exercise all rights and privileges appurtenant to any property held by them, and to execute and deliver any and all instruments which may be necessary or expedient in the exercise of the powers granted herein. V. Any fiduciaries are authorized to make distributions in any manner which he or she deems to be in the best interest of a beneficiary, including: 1. To such beneficiary directly, including mailing to his or her last-known address or depositing to his or her bank account or to a bank account to be opened by him or her; and 2. To an existing TRUST (or fund thereof) for the sole benefit of such beneficiary and providing no less 17 a right to present enj oyment of income and Principal that would be the case under the TRUST hereunder; and 3. Directly to third persons for the sole benefit of such beneficiary or such beneficiary's dependents. 4. The receipt for any distribution made in conformity with the above provisions will fully discharge TRUSTEE from any further liability for that distribution. S. No fiduciary will exercise any discretionary authority to distribute Principal or income for the benefit of any beneficiary to reimburse any governmental or private entity which may have incurred expense for the benefit of that beneficiary or pay any obligation of a beneficiary if that expense or obligation is otherwise payable by any governmental or private entity or pursuant to any governmental or private program of reimbursement or payment. SETTLOR does hereby specifically waive, renounce and disclaim any rights which SETTLOR, SETTLOR's heirs and assigns, and any other person or entity may otherwise have to seek invasion of the assets of SETTLOR's estate or any TRUST hereunder, pursuant to any rule of law or statute of any jurisdiction. w. In any proceeding, legal or equitable, forma} or informal, in court or out of court, in any jurisdiction, concerning any property or personal rights or interests, 18 whether vested or contingent, which arise hereunder, the interests of the following persons shall be represented as hereinafter provided for: 1. In the case of beneficiaries whose whereabouts cannot be ascertained, TRUSTEE or executor will represent them. 2. In the case of beneficiaries who are unborn, unknown, incompetent, or otherwise subject to the appointment of a guardian and a guardian for such beneficiary has not been designated, the following persons in the order named will represent them: (a) The oldest competent parent, or if there is no competent parent, the oldest comp~tent grandparent, of such beneficiary. (b) The oldest competent sibling. (c) The oldest competent child, or if there is no competent child, the oldest competent child of a sibling of such beneficiary. 3. Unborn beneficiaries will be represented by their parent who is related most closely to SETTLOR. No person will represent a beneficiary if it could or would result in an increase of federal or state income, gains, gift, death or other x. If there are co-fiduciaries serving hereunder, they may delegate any and all management duties ,and responsibilities to one of them. Such co-fiduciaries rray, 19 for example, designate one of them to maintain a bank account or accounts, and in that instance the signature of only that fiduciary shall be required to open and maintain such account, to deposit funds to such account and to write checks on such account. SIXTH: TRUSTEE shall have no duty to but may pay any premiums on any life insurance policies subject hereto and the companies issuing such policies shall have no responsibility to see to the fulfillment of this TRUST or the application of the proceeds of such policies and TRUSTEE shall have no duty to but may bring suit upon any of such life insurance policies subject hereto if it holds funds hereunder out of which it may be (or if by appropriate actions of beneficiaries or others) indemnified against all costs, legal fees and other expenses of suit. SEVENTH: SETTLOR reserves to herself the following rights {each of which may be exercised by SETTLOR alone (or by a duly constituted attorney-in-fact for SETTLOR) whenever and as often as SETTLOR may wish) : A. All rights now or hereafter vested in SETTLOR as the owner and the insured under any life insurance policies subject hereto, including, but "not limited to, the rights to change beneficiaries, to borrow on policies either from the issuing companies or from other institutions or other persons, to assign and pledge policies for any loan an~ to , receive dividends and all other payments available to: the 20 owner and the insured; and B. The right by an instrument in writing intended to take effect during SETTLOR's lifetime signed by SETTLOR and delivered to TRUSTEE to revoke or amend this Agreement in whole or in part or to withdraw sums of income and/or Principal or to direct payments of income or Principal to others, provided that the duties, powers and liabilities of TRUSTEE shall not be substantially changed without TRUSTEE's written consent. EIGHTH: Subject to the approval of TRUSTEE, anyone may add property, real or personal, to the Principal of this Trust by Deed, Will or otherwise. In addition, SETTLOR specifically authorizes TRUSTEE to receive property transferred into the Trust by SETTLOR's attorney-in-fact (including transfers from TRUSTEE acting as attorney-in-fact for SETTLOR) . NINTH: TRUSTEE shall recei ve compensation for the performance of its functions hereunder in accordance with its standard schedule of fees in effect from time to time during the period over which it services are performed, provided that any increase over its present schedule of fees must be approved by SETTLOR or after' SETTLOR's death by a majority of the income beneficiaries who are living and sui juris and then entitled to receive income currently. In no case, however, shall TRUSTE~ be entitled to compensation until this TRUST is funded with aS$;iets requiring administration. TENTH: The situs of this Trust for administrative and 21 accounting purposes shall be in the County of Cumberland, Commonwealth of Pennsylvania, and all questions pertaining to the construction or validity of the provisions of this instrument shall be governed by the laws of Pennsylvania. Despite the foregoing, the TRUSTEE may, at any time and from time to time, change the situs of any TRUST created hereunder as the TRUSTEE in his sole discretion deems desirable for the benefit or security of this TRUST. The TRUSTEE may elect (or decline to elect) the law of a different jurisdiction and thereafter the court of such other jurisdiction shall have the power to effectuate the purposeS of this instrument to such extent. The TRUSTEE may change the situs of any TRUST created hereunder, and may change the situs of one TRUST without changing the situs of other TRUSTS created hereunder. This is a continuing power which will not be exhausted by its use. The determination of the TRUSTEE as to the change of situs shall be conclusive and binding on all persons interested or claiming to be interested in any TRUST hereunder. ELEVENTH: SETTLOR's children, THOMAS L. WHITCOMB and MARY LUISE FREEMAN or the survivor of them shall have the power, in a writing, to discharge any corporate Trustee and name a successor Qualified Corporate Trustee as they in their discretion shall determine. Any successor Trustees shall have all of the power given to the TRUSTEE under this Agreement, but shall not be liable for acts or omissions of prior Trustees. The terms "TRUSTEE!" or "TRUSTEESII or fiduciary or fiduciaries, shall mean the TRUSTEtE: or 22 ,,' TRUSTEES serving at the time in question. TWELFTH: Consolidation of Multiple Trusts. Following! the death of SETTLOR, the TRUSTEE of any trust estate created hereunder may, in the TRUSTEE I s discretion, combine such trust estate with any other trust estate (whether or not created hereunder), merging the assets of such trust estates into a single trust estate; provided, that in all respects deemed material by the TRUSTEE, including, but not limited to, their respective inclusion ratios for purposes of the Federal generation skipping transfer tax, the trust estates to be combined are held on the same terms and conditions and for the benefit of the same beneficiaries. The TRUSTEE may thereafter hold, administer and distribute the merged trust under the terms and conditions of any one of the instruments creating any of such trusts as the TRUSTEE, in the TRUSTEE's sole discretion, may select. THIRTEENTH: Pennsylvania Realtv Transfer Tax Provisions. It is SETTLOR I S intention that for purposes of the Pennsylvania Real ty Transfer Tax Act (and Regulations and Ordinances thereunder) this Trust is intended to be an "ORDINARY TRUST" and not a "LIVING TRUST", as the same are defined in Section 1101-C of the Act. Further, should any reai estate be transferred to the Trust by the grantor for no or nominal actual consideration; no portion of such real estate nor proceeds from sale of such real , estate shall be distributable to any possible beneficiary who is a member of a class of persons to whom a direct transfer of the ~ame property would not be exempt from Realty Transfer Tax. , This 23 '- provision is intended to comply with the requirements and provisions of Section 1102-c.3(8) of the Act as amended by Act 7 of 1997 and any portion hereof not in accordance therewith is hereby amended or revoked so as to become in accordance therewith. IN WITNESS WHEREOF the parties hereto have executed or caused written. this instrument to be executed the day and date first above Witness: Attest: Its ~ -.-.......::::::>. _,. ~..L,' , . ~ ".:, Yke Prst.:r<,l\Y"~~ CorporiJ-s Ti-U~'i' OHkcl'! COMMONWEALTH OF PENNSYLVANIA - iAct-u-IK ~ tfLL'\ ~t~ Mary L. )1hi tcomb I SETTtLOR DAUPHIN DEPOSIT BANK AND TRUSt CO, TRUSTEE By: ~~ /$L Its SWIOR VICE PRESIDENT ss. COUNTY OF CUMBERLAND On this, the 1{)17t~day of ~ , 1998, befd>re me, the undersigned officer, personally appeared Mary L. Whitcomb known to me (or satisfactorily proven) to be the person whose name 'is subscribed to the within instrument, and acknowledged that: she executed same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official s~al. NOTARIAL IIAL 80NNIa I.. OOYLI, NOT~V ,ulue BORO OF CARUlLI, CUMI."LAHO OOUNTY tIV COMMIIIION MXHIM OOTMlft" _. ~a~~ 24 4 COMMONWEALTH OF PENNSYLVANIA COUNTY OF ~ ss. On this, the /()# day of ~ ' 1998, before me, the undersigned officer, personally~peared ,~..x~ who acknowledged himself '<J' be the ""- ~ A. ~ :.e.J _: of ~~ -tk.lq,J- -c.--f:e.,.,;-.'I;.s 'suc~ ~ation, and tha~ being authorized to do so, executed the oregoing instrument for the purposes therein contained by signing the name of the corporation by himself as ./.-. I/~ r;.v"~:/-_1,, IN WITNESS WHEREOF, I hereto set my hand and official seal. ~J~~~c i I '. I' Notarial S8al ._, I ,,::;r,e,oa VV. Yantz. ~jot~w' Put,!;" I 1/,;~~I~:;:~,~;:~::;.r;:J;}~~J,i.i~"':~!t if {i)' 25 . LEGG MASON TRUST, fsb DESIGNATION OF SUCCESSOR CORPORATE TRUSTEE THIS DESIGNATION of Successor Corporate Trustee executed in multiple counter-parts this 1),"}lt\;!day of At.-t1L1~1 , 2005, by and among THOMAS L. WHITCOMB, of the Borough of Carlisle, Cumberland County, Pennsylvania, and MARY LUISE FREEMAN, of Byers, Texas, (hereinafter called "Remainder Beneficiaries") and LEGG MASON TRUST, fsb. WITNESSETH: WHEREAS, Mary L. Whitcomb entered a Revocable Standby Trust with Dauphin Deposit Bank and Trust Company of Carlisle, pennsylvania on December 10, 1998; and WHEREAS, Mary L. Whitcomb died on April 12, 2005; and WHEREAS, pursuant to the Last will and Testament of Mary L. Whitcomb, the rest, residue and remainder of her Estate was devised and bequeathed to her Revocable Standby Trust; and WHEREAS, the original Trustee, Dauphin Deposit Bank and Trust Company, has been acquired, by merger, by Manufacturers and Traders Trust Company (hereinafter "M & T Trust); and WHEREAS, Paragraph Eleventh of the Revocable Standby Trus't provides that the Remainder Beneficiaries have the power to discharge a corporate trustee and name a successor Qualified corporate Trustee by written document; and WHEREAS, the undersigned Remainder Beneficiaries have decided to replace M & T Trust, Successor by Merger to Dauphin Deposit Bank and Trust Company, with Legg Mason Trust, fsb, and Legg Mason Trust, fsb has agreed to act as Successor Trustee. NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, do covenant and agree as follows: 1. Thomas L. Whitcomb and Mary Louise Freeman, pursuant to the authority provided in Paragraph Eleventh of the Mary L. Whitcomb Revocable Standby Trust of December 10, 1998, hereby discharge M & T Trust, Successor by merger to Dauphin Deposit . .. Bank and Trust Company as Corporate Trustee, and hereby designate Legg Mason Trust, fsb, as Successor Trustee. 2. Legg Mason Trust, fsb, a qualified Corporate Trustee under the laws of the Commonwealth of Pennsylvania, hereby agrees to be the Successor Corporate Trustee of the Mary L. Whitcomb Revocable standby Trust of December la, 1~98. Legg Mason Trust, fsb shall not be liable for the acts or omissions of prior Trustees. 3. In all other respects the Mary L. Whitcomb Revocable Standby Trust of December la, 1998 be and is hereby ratified and affirmed. IN WITNESS WHEREOF, the parties hereto have executed or caused this instrument to be executed the day and date first above written. WiJ)~ ~ ~~a-~ 1l ?1- :UL't I " J~-ni~LA \ .. L. c"".,~/L to omas L. Whitcomb - ~ ~73~ M~Luise Freeman REMAINDER BENEFICIARIES LEGG MASON TRUST, fsb Attest: BY'~ /M1'rf?oeHJ~ VUE $~~ ~ ."-- ;- R E. U EtZ ,c/<:, N - J-IoPI'\. J /\Is fR/rJC-./P;h_ -2- if COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND 'i!:L On this, the ,;lIP day of August, 2005, before me, the undersigned officer, personally appeared Thomas L. Whitcomb, k~own to me (or satisfactorily proven) to be the person whose name is subscribed to the wi thin instrument, and acknowledged that he executed the same for the purposes therein contained. IN WITNESS WHEREOF, I have set my hand and official seal. ~,-?; ~~~ [SEAL] NOTARIAL SEAL BONNIE l. COYLE, NOTARY PUBLIC E10RO OF CARLISLE, CUMBERLAND CO. PA OilY COMMISSION EXPIRES OCTOBER 17. 2006 STATE OF TEXAS COUNTY OF On this, the ?-:J- day of August, 2005, before me, the undersigned officer, personally appeared Mary Luise Freeman, known to me (or satisfactorily proven) to be the person whose name is subscribed to the wi thin instrument, and acknowledged that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I have set my hand and official seal. .J2:0~ K ~~SEAL] - - - - :@ MR8MA K DEAlHEfW;f My CornrniIIlon Ex.... February 16, 2GOI -3- " cS--M-~ ~r ~UNj) :~T1Iv'J ~;;~ ~ h-",b~ On this, the ~ day of -Au~udt, 2005, before J' the undersigned officer I personally appeared ;I14'ff Bb/tJ<JC/ , who acknowledges himself/herself to be 1//( (..... plLM,clel'l f- of Legg Mason Trust, fsb, and that he/she as such c)-f-1-1c~ being duly authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of Legg Mason Trust, fsb, by himself/herself as IN WITNESS WHEREOF, I have set& ~l se::~AL] Eileen R. Stoner NOTARY PUBLIC Howard Co .~ ~.. . unty, ~ary/and . .SSlOn EXPIres 1/1/07 -4- '" Register of Wills of Cumberland County, Pennsylvania INVENTORY Estate of Whitcomb, Mary L. , Deceased No. 21 - 05 - 0386 Date of Death 4/12/2005 Social Security No. 182-40-8986 also known as Luther M. Whitcomb The Personal Representative(s) of the above Estate, deceased, verify that the items appearing in the following Inve tory include all of the personal assets wherever situate and all of the real estate located in the Commonwealth of Penns vania of said Decedent, that the valuation placed opposite each item of said Inventory represents its fair value as of the d e of the Decedent's death, and that the Decedent owned no real estate outside of the Commonwealth of Pennsylvania exce t that which appears in a memorandum at the end of this Inventory. I/We verify that the statements made in this Inventory re true and correct. I/We understand that false statements herein are made subject to the penalties of 18 Pa. C. S. Section 904 relating to unsworn falsification to authorities. I.D. No.: 19373 Signature: ", Attorney: Dale F Shughart, Jr. Esquire Personal Representative Signature: ;/~" Luther M. Whitcomb Signature: Address: 35 E. High Street, Suite 203 Address: Thomwald Home 442 Walnut Bottom Road G-5 Carlisle, P A 17013 Telephone: 717-243-2961 Dated: /0/7 o{ ~) Carlisle, P A 17013 Telephone: 717/241-4311 ',:) Personal Property 5,642 shares Allied Irish Bank @ 42.223, (238,219.35) plus accrued interest 5,690.09, CUSIP #019228402 2 3,909.44 556 shares Allstate Corp at 54.300, CUSIP #020002101 2,590 shares American Express (133,605.15) @ 51.585, plus accrued interest 310.80, CUSIP #025816109 133,915.95 794 shares BP PLC @ 62.885, CUSIP #055622104 ,930.69 (Attach additional sheets if necessary) Total Personal Property and Real Estate 800 shares Bristol Myers Squibb @25.125 (20,100), plus accrued interest 224.00, CUSIP #110122108 600 shares EI DU PONT DE NEMOURS @49.790, CUSIP #263534109 100 shares Eastman Chemical, @ 56.875, CUSIP #277432100 3,312 shares Exxon Moil Corp @ 60.185, CUSIP #30231GI02 $1,11 ,043.40 , .... Register of Wills of Cumberland County, Pennsylvania INVENTORY continued Estate of Whitcomb, Mary L. No. 21 - 05 - 0386 Date of Death 41l2/2005 Social Security No. 182-40-8986 also known as , Deceased I 6 ,208.00 800 shares Gannett Co., Inc. @ 79.0 I 0, CUSIP #364630101 2,100 shares General Electric@ 35.880 (75,348), plus accrued interest 462.00, CUSIP #369604103 674 shares M & T Bank@ 103.74, CUSIP #55261F104 300 shares PNC Financial @ 50.820, CUSIP #693475105 1,500 shares Pepco Holdings @ 21.190, CUSIP #713291102 800 shares Royal Dutch @ 60.835, CUSIP #780257804 3,395 shares SBC Communications @ 23.83 (80,902.85), plus accrued interest 1,094.89, CUSIP #78387G 103 94 shares Sears Holdings @ 146.20, CUSIP #12350106 Jewelry and personal effects. 7 ,810.00 69,920.76 I ~,246.00 31,785.00 48,668.00 81,997.74 15,742.80 2,500.00 Total Personal Property $1,Ur,,043.40 2 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE BUREAU OF INDIVIDUAL TAXES DEPT. 280601 HARRISBURG, PA 17128-0601 REV-1162 EX(11-96) RECEIVED FROM: PENNSYLVANIA INHERITANCE AND ESTATE TAX OFFICIAL RECEIPT NO. CD 00$894 SHUGHART DALE F JR 35 EAST HIGH STREET SUITE 203 CARLISLE, PA 17013 ACN ASSESSMENT AMOUNT CONTROL NUMBER -------- fold ---------- -------- 101 I $540.73 ESTATE INFORMATION: SSN: 182-40-8986 I FILE NUMBER: 2105-0386 I DECEDENT NAME: WHITCOMB MARY L I DATE OF PAYMENT: 10/13/2005 I POSTMARK DATE: 10/13/2005 I COUNTY: CUMBERLAND I DATE OF DEATH: 04/12/2005 I I TOTAL AMOUNT PAID: $540173 REMARKS: CHECK# 601 INITIALS: JA SEAL RECEIVED BY: GLENDA FARNER STRASB.AlUGH REGISTER OF WILLS REGISTER OF WILLS