HomeMy WebLinkAbout12-08-06
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IN THE MATTER OF:
THE REVOCABLE TRUST
AGREEMENT OF PAULA R. PFEUFER :
UIA DATED JANUARY 21,1998,
AS AMENDED AND RESTATED
UNDER AGREEMENT
DATED AUGUST 18, 1998
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY
ORPHANS' COURT DMSION
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This Petition of Community Trust Company, Trustee, as herein describe! (herein re&iI ed '.J) ~~
PETITION
For
Approval of First and Final Account
to as "Accountant" or "Trustee"), by and through its Attorneys, Gates, Halbruner & Hatch, P.C.,
respectfully represents the following:
1. The principal corporate office of the Accountant/Trustee is 3907 Market Street,
Camp Hill, Hampden Township, Cumberland County, Pennsylvania 17011.
2. On January 21, 1998, Paula R. Pfeufer, as Grantor, signed and executed the Paula
R. Pfeufer Revocable Trust dated January 21, 1998. A number of months later, on August 18,
1998, Paula R. Pfeufer, as Grantor, signed and executed the Amendment and Restatement of The
Revocable Trust Agreement of Paula R. Pfeufer (herein referred to as the "Trust" or the "Trust
Agreement"). A copy of the Amendment and Restatement of the Trust Agreement is attached to
this Petition as Exhibit "A".
3. As amended and restate on August 18, 1998, the Trust remained a standard
revocable trust for the balance of Paula R. Pfeufer's lifetime, and at her death a ninety (90%)
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percent portion of the trust principal was converted into a tax qualified charitable remainder
unitrust ("CRUT") in accordance with Internal Revenue Code Section 664( d)(2) and the Treasury
Regulations propounded thereunder.
4. As amended and restated on August 18, 1998, the Trust appointed First Union
National Bank, as the sole Trustee.
5. The Trustee, First Union National Bank, was subsequently replaced by Sun Trust
Company, as Successor Trustee of the Trust.
6. The Grantor, Paula R. Pfeufer, died on July 7, 1999, thereby establishing the
charitable remainder unitrust for the benefit of Grantor's son, Bruce A. Pfeufer, under Section
3(D) of the Trust. A copy of Paula R. Pfeufer's Death Certificate is attached to this Petition as
Exhibit "B".
7. SECTION 3, entitled "UPON GRANTOR '8 DEATH ", Paragraph D, entitled
"Charitable Remainder Unitrust for Son Bruce A. Pfeufer" states, as follows:
Any share representing the grantor's son BRUCE A. PFEUFER shall be retained
in trust and administered and disposed of as follows.
(1) The trustee shall pay to or for the benefit of the grantor's son, in equal
installments at the end of each quarterly period, a unitrust amount equal to
5% of the net fair market value of the trust assets valued as of the first day
of each taxable year of the trust (the "valuation date"). However, the
obligation of the trustee to pay the unitrust amount to the grantor
terminates with the last payment before the death of the grantor's son.
Any income of the trust for a taxable year in excess of the unitrust amount
shall be added to principal. Upon the death of the grantor's son, the
principal and any undistributed income of that share shall be distributed to
the PFEUFER FAMILY FOUNDATION, to be added to the principal of
that foundation.
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8. SECTION 4 of the Trust entitled ''TRUSTEES'', Paragraph C, entitled
"REMOVAL", states as follows:
The grantor, ifliving and able to do so, or the individual trustee(s) serving from
time to time, or if no individual trustee is then serving, the adult beneficiaries of
the trust, by majority vote, may remove any corporate trustee by written notice or
accept the resignation of any corporate trustee. If the grantor removes any trustee,
the grantor shall simultaneously designate as successor trustee an individual, or a
bank: or trust company authorized to act as trustee in any jurisdiction. If any other
person removes any trustee, such person shall simultaneously designate as
successor trustee a bank: or trust company authorized to act as trustee in any
jurisdiction. No trustee may (1) make any discretionary payment of income or
principal that would discharge a personal legal obligation of any person who has
the right to remove any trustee, or (2) terminate any trust under the special
termination provisions that would result in any benefit to, or discharge a personal
legal obligation of, any person who has the right to remove any trustee.
9. Bruce A. Pfeufer, acting under the authority of Section 4(C) of the Trust, executed
an Appointment of Successor Trustee dated May 13, 2004 appointing Community Trust
Company as Successor Trustee. A copy of said Appointment of Successor Trustee is attached to
this Petition as Exhibit "C".
1 O. Bruce A. Pfeufer, acting under the authority of Section 4(C) of the Trust, by
letter dated October 4, 2006 removed Community Trust Company as Successor Trustee and
named Fulton Financial Advisors as Successor Trustee. A copy of the letter is attached to this
Petition as Exhibit "D".
11. By a document entitled "Appointment of Successor Trustee," signed by Bruce A.
Pfeufer and Fulton Financial Advisors, Fulton Financial Advisors, and dated October 5, 2006,
Bruce A. Pfeufer removed Community Trust Company as Third Successor Trust and appointed
Fulton Financial Advisors as the Fourth Successor Trustee, and simultaneously, Fulton Financial
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Advisor accepted its appointment as Successor Trustee. A copy of the Appointment of Successor
Trustee is attached to this Petition as Exhibit "E".
12. Section 11 of the Trust, entitled "GOVERNING LAW", states that the Trust is to
be governed by the laws of the State of Maryland. However, the Trust Agreement does not
specify the situs of the Trust. Since the Trust is silent on the issue of situs, then pursuant to Title
20 Pa. C.S. Section 7708(b)(2)(ii)(C), the situs of the Trust for the purpose of this Petition and
Account is Cumberland County, Pennsylvania, based on the current Trustee's place of business.
13. To the best of Community Trust Company's knowledge, no other court has
heretofore taken jurisdiction of any matter relating to the Trust.
14. The Trust fund now before the court is not subject to the payment of Pennsylvania
Inheritance Tax, and is not subject to payment of Pennsylvania Estate Tax.
15. An accounting of this Trust was not heretofore filed by the Accountant.
16. Fulton Financial Advisors, by letter dated October 25, 2006, requested that
Community Trust Company transfer most principal assets of the Trust in-kind to the successor
trustee. A copy of Fulton Financial Advisors letter is attached to this Petition as Exhibit "F".
17. The names, address, relationships and interests of all persons or entities having
any interest in the Trust are as follows:
(1)
Name/Address
Bruce A. Pfeufer
17 North Hilltop Road
Baltimore, MD 21228
Relationship
Lifetime income beneficiary
(2)
The Pfeufer Family Foundation
c/o Bruce A. Pfeufer
17 North Hilltop Road
Baltimore, MD 21228
Residuary beneficiary
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(3) Office of the Attorney General Parens Patriae
A IT: Thomas M. Devlin,
Senior Deputy Attorney General
Charitable Trusts & Organizations Section
14th Floor, Strawberry Square
Harrisburg, P A 17120
(4) Fulton Financial Advisors Successor Trustee
One Penn Square
P.O. Box 3215
Lancaster, PA 17604-3215
18. All of the above-described parties having any interest in the Trust and any unpaid
creditors of the Trust have had actual notice of the filing of the Account and this Petition.
19. All disbursement and distributions to or on behalf of the Beneficiaries, and
payment of expenses incurred by the Trust were authorized by the Trust Agreement and approved
by the Trustee.
20. No share of any party in interest has been assigned or attached.
WHEREFORE, your petitioner asks that this Court approve and confirm all prior
transactions, expenses, distributions and disbursements paid from the Trust as outlined in the
attached First and Final Account.
Respectfully submitted,
GATES, BALD ER & HA TCD, P.C.
Date: December ~, 2006
Lowell . Gates, Esquire
y I.D. No. 46779
1013 umma Road, Suite 100
Lemoyne,PAl7043
(717) 731-9600
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EXHIBIT A
AMENDMENT AND RESTATEMENT DATED AUGUST 18, 1998
OF THE REVOCABLE TRUST AGREEMENT OF PAULA R. PFEUFER
UNDER AGREEMENT DATED JANAURY 21,1998
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Al\1ENDMENT AND RESTATEMENT
OF
REVOCABLE TRUST AGREEMENT
OF
PAULA R. PFEUFER
TABLE OF CONTENTS
SECTION 1. AMENDMENT AND RESTATEMENT OF TRUST
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1
SECTION 2. TRUST DURING GRANTOR'S LIFETIME ................ 1
SECTION 3. UPON GRANTOR'S DEATH. . . . . . . . . . . . . . . . . . . . . . . . .. 2
A. DISTRIBUTION OF TANGmLE PERSONAL PROPERTY. ........ 2
B. DISTRIBUTION OF BALANCE OF TRUST. . . . . . . . . . . . . . . . . .. 2
C. SHARE OF SON GARY W. PFEUFER ..................... 3
D. CHARITABLE REMAINDER UNlTRUST FOR SON BRUCE A.
PFEUFER ...................................... 3
E. PFEUFER FAMILY FOUNDATION. . . . . . . . . . . . . . . . . . . . . . " 5
F. ULTIMATE BENEFICIARIES ........................... 6
SECTION 4. TRUSTEES ................... . . . . . . . . . . . . . . . . .. 7
A. SUCCESSOR TRUSTEES .............................. 7
B. RESIGNATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . " 7
C. REMOVAL ....................................... 7
D. COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . " 8
E. EMERGENCY ACTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . " 8
F. DELEGATION ..................................... 8
G. ACTION BY MAJORITY OF TRUSTEES ................... 9
SECTION 5. POWERS OF TRUSTEE ............................ 9
A. RETAIN RESIDENCE IN TRUST . . . . . . . . . . . . . . . . . . . . . . . " 9
B. DEAL WITH PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . " 10
C. REGISTER IN NOMINEE FORM . . . . . . . . . . . . . . . . . . . . . . . .. 10
D. DISPOSE OF CLAIMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . " 10
E. EXECUTE DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . " 10
F. DIVIDE PROPERTY ................................. 10
G. BORROW FUNDS OR MAKE LOANS ..................... 10
H. EMPLOY AGENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 10
I. MAKE TAX ELECTIONS .............................. 10
J. CARRY ON BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . " 11
K. TREAT AS COMMON FUND ............. ~ . . . . . . . . . . . " 11
L. RECEIVE ADDITIONAL PROPERTY . . . . . . . . . . . . . . . . . . . . " 11
M. MERGE TRUSTS '" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . " 11
N. DIVIDE TRUSTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 11
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O. DEAL WITH GENERATION-SKIPPING TRANSFERS. . . . . . . . . .. 11
P. SPECIAL TERMINATION OF TRUSTS ................ ..... 12
Q. PAY ADMINISTRATION EXPENSES ...................... 12
R. KEEP INFORMATION CONFIDENTIAL. . . . . . . . . . . . . . . . . . " 12
S. DISTRIBUTE TO OR FOR MINOR BENEFICIARIES . . . . . . . . . . .. 12
T. DO ALL THINGS WITH FINAL AUTHORITY. . . . . . . . . . . . . . .. 12
SECTION 6. DUTIES OF TRUSTEE ............................. 13
A. PAY DEATH TAXES AND SATISFY CASH NEEDS. . . . . . . . . . . .. 13
B. PAY DELIVERY EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . .. 13
C. PAY DIRECTLY TO BENEFICIARIES ..................... 13
D. REPRESENTATION OF INCAPACITATED INDIVIDUALS AND
MINORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 13
E. MAKE BINDING DECISIONS WITH RESPECT TO DISCRETIONARY
PAYMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 14
F. MAKE CERTAIN DECISIONS WITHOUT PARTICIPATION OF
INTERESTED TRUSTEE ............................ 14
G. PAY INCOME AT TERMINATION OF TRUSTS. . . . . . . . . . . . . " 14
H. ADMINISTER WITHOUT COURT SUPERVISION ............. 14
SECTION 7. SPECIAL PROVISIONS RELATED TO CHARITABLE
REMAINDER UNlTRUST ................................ 14
A. INTENTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . " 14
C. TAXABLE YEAR ................................... 15
D. INVESTMENT OF TRUST ASSETS ....................... 15
SECTION 8. INCAPACITY ................................... 15
A. DETERMINATION OF INCAPACITY .. .... ...... ..... . . . '. 15
B. DURATION OF INCAPACITY . . . . . . . . . . . . . . . . . . . . . . . . . .. 16
C. EFFECT OF INCAPACITY . . . . . . . . . . . . . . . . . . . . . . . . . . . " 16
SECTION 9. RESOLUTION OF CONTROVERSIES ................... 17
A. ARBITRATION OF DISPUTES .......................... 17
B. REPRESENTATION OF BENEFICIARIES. . . . . . . . . . . . . . . . . .. 17
C. FRIVOLOUS PROCEEDINGS ........................... 17
SECTION 10. REVOCATION OR AMENDMENT . . . . . . . . . . . . . . . . . . . .. 18
SECTION 11. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . " 18
SECTION 12. BINDING AGREEMENT ........................... 18
Amendment and Restatement of Revocable Trust Agreement
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AMENDMENT AND RESTATEMENT
OF
REVOCABLE TRUST AGREEMENT
OF
PAULA R. PFEUFER
THIS AMENDMENT AND RESTATEMENT OF REVOCABLE TRUST
AGREEMENT is executed on August~, 1998, by PAULA R. PFEUFER, of Baltimore
County, Maryland, as grantor, and FIRST UNION NATIONAL BANK as trustee. Any
reference in this trust agreement to the "trustee" shall apply to any trustee or trustees then
servmg.
SECTION 1. AMENDMENT AND RESTATEMENT OF TRUST. By agreement
dated January 21, 1998, the grantor entered into a trust agreement with the trustee. Under
section 7 of that agreement, the grantor reserved the right to amend or revoke the trust
agreement at any time, subject only to the trustee's consent with respect to any modification in
the trustee's compensation and duties. By executing this amendment and restatement of trust
agreement, the trustee hereby consents to any modification in the trustee's compensation and
duties. The trustee shall administer and dispose of the trust property, together with any other
property that the trustee may later receive, as set forth in this agreement. This trust shall
continue to be known as the PAULA R. PFEUFER REVOCABLE TRUST DATED
JANUARY 21, 1998.
SECTION 2. TRUST DURING GRANTOR'S LIFETIME. During the lifetime of
the grantor, the trustee shall pay the net income from the trust, including income accrued to the
date of this agreement, or whatever amounts the grantor directs, in quarterly or more frequent
installments to the grantor.
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In addition, the trustee may at any time or times pay to or for the benefit of the grantor
so much or all of the principal of the trust as the trustee in the liberal exercise of discretion
considers appropriate for her maintenance, support, health, comfort or well-being.
Furthermore, the grantor, in her sole and absolute discretion, may at any time withdraw
whatever amounts of principal of the trust as the grantor directs. However, this right may not
be exercised if the grantor is incapacitated at the time of such withdrawal.
SECTION 3. UPON GRANTOR'S DEATH. Upon the grantor's death, this trust shall
terminate and be distributed, free of this trust, to those persons and legal entities, including the
grantor's estate and any creditor, in whatever amounts and proportions, in further trust or
otherwise, as the grantor may appoint by will or by written instrument filed with the trust
records. All or any portion of the trust not validly appointed shall continue in further trust, to
be administered and disposed of as follows.
A. DISTRIBUTION OF TANGffiLE PERSONAL PROPERTY. All tangible
personal property held by the trust, together with all insurance policies on it, shall be distributed
to the same beneficiaries of the trust, and in the same proportions, as specified in section 3.B.
B. DISTRIBUTION OF BALANCE OF TRUST. The trustee shall divide the
balance as follows, if, in the case of each individual named, such individual is living 30 days
after the death of the grantor:
Amendment and Restatement of Revocable Trust Agreement
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(1) Ten percent (10%) for the grantor's son, GARY W. PFEUFER.
(2) Ninety percent (90%) for the grantor's son, BRUCE A. PFEUFER.
(3) The balance to the PFEUFER FAMILY FOUNDATION.
Any amount passing to a designated beneficiary of any tax deferred annuity,
individual retirement account, pension, profit-sharing, other retirement plan or insurance policy
on the grantor's life that is included in the grantor's gross estate for federal estate tax purposes
shall be considered to be an advancement to such designated beneficiary. To the extent that the
trust assets consist of any outstanding indebtedness from any person for whom a share of the
trust is to be set apart, the trustee shall, to the extent possible, allocate such indebtedness to the
share of the indebted person.
C. SHARE OF SON GARY W. PFEUFER. Any share representing the
grantor's son GARY W. PFEUFER shall be distributed outright to him as soon as reasonable
and practical.
D. CHARITABLE REMAINDER UNlTRUST FOR SON BRUCE A.
PFEUFER. Any share representing the grantor's son BRUCE A. PFEUFER shall be retained
in trust and administered and disposed of as follows.
(1) The trustee shall pay to or for the benefit of the grantor's son, in equal
installments at the end of each quarterly period, a unitrust amount equal to 5 % of the net fair
market value of the trust assets valued as of the first day of each taxable year of the trust (the
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"valuation date"). However, the obligation of the trustee to pay the unitrust amount to the
grantor terminates with the last payment before the death of the grantor's son. Any income of
the trust for a taxable year in excess of the unitrust amount shall be added to principal. Upon
the death of the grantor' s son, the principal and any undistributed income of that share shall be
distributed to the PFEUFER FAMILY FOUNDATION, to be added to the principal of that
foundation.
(2) If for any year the net fair market value of the trust assets is
incorrectly determined, then within a reasonable period after the value is finally determined for
federal tax purposes, the trustee shall pay to the grantor's son (in the case of an undervaluation),
or receive from the grantor's son (in the case of an overvaluation), an amount equal to the
difference between the unitrust amount properly payable and the unitrust amount actually paid.
(3) In determining the unitrust amount, the trustee shall prorate it on a
daily basis for any short taxable year and for the taxable year of the grantor's death.
(4) If any additional contributions are made to the trust after the initial
contribution, the unitrust amount for the taxable year in which the additional contribution is
made shall be equal an amount equal to 5 % of the sum of:
(a) the net fair market value of trust assets as of the valuation date
(excluding the added assets and any income from, or appreciation on, those assets), and
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(b)
(i) the value of the added assets that was excluded under
(i), multiplied by:
(ii) the number of days in the period that begins with the
date of contribution and ends with the earlier of the last day of the taxable year or the grantor's
death, and divided by:
(iii) the number of days in the period that begins on the first
day of such taxable year and ends with the earlier of the last day of such taxable year or the
death of the grantor.
If there is no valuation date after the time of contribution, the added assets
shall be valued at the time of contribution.
E. PFEUFER FAMILY FOUNDATION. Any share representing the
PFEUFER FAMILY FOUNDATION shall be retained in trust and administered as follows.
(1) The trustee shall use the net income of the trust to combat acquired
immune deficiency syndrome (AIDS) and human immunodeficiency virus (HIV) by supporting
research for treatment and cure, or to provide support or care for persons with AIDS or HIV.
(2) The grantor intends that this charitable trust last in perpetuity.
(3) The grantor intends that the trust shall qualify under the provisions of
Internal Revenue Code ("IRC") ~~170(c), 2055(a) and 2522(a) as a charitable organization.
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Accordingly, all provisions of this agreement shall be construed and the trust shall be
administered in a manner that is consistent with that intent. The trustee, by written instrument
filed with the trust records, shall have the power, acting alone but on advice of counsel, to
amend the terms of the trust in the most minimal manner required for the sole purpose of
ensuring that the trust qualifies and continues to qualify as a charitable organization. The trustee
may incorporate the trust as a non-stock not-for-profit corporation, and may adopt a charter and
bylaws and provide for the appointment of directors, officers and their successors for the
governance of such corporation in a manner that is consistent with the provisions of the trust.
(4) The trustee shall make whatever distributions are required to insulate
the trust from tax under IRC ~4942. The trustee shall not (I) engage in any act of self-dealing
as defined in IRC ~4941(d), (2) retain any excess business holdings that would subject the trust
to tax .under IRC ~4943, (3) make any investments that would jeopardize the charitable purpose
of the trust under IRC ~4944, or (4) make any taxable expenditures as defmed in IRC ~4945(d).
F. ULTIMATE BENEFICIARIES. Any portion of any trust not dispose of by
the above provisions of this agreement shall be distributed to one or more organization selected
by the trustee that are engaged in research into AIDS or HIV, or that provide support or care
for persons with AIDS or HIV.
Amendment and Restatement of Revocable Trust Agreement
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SECTION 4. TRUSTEES.
A. SUCCESSOR TRUSTEES. If at any time or times there is no trustee
serving, then (1) the grantor, or (2) the last serving trustee, if able to do so, or (3) if not, the
adult beneficiaries of the trust, by majority vote, shall designate one or more successor trustees.
The grantor appoints as a successor trustee any person or corporation so designated.
B. RESIGNATION. A trustee may resign at any time by an instrument in
writing. No. accounting or court proceeding upon any change in trustees is required, unless
specifically requested by a present or anticipated beneficiary or a present or successor trustee.
No successor trustee is personally liable for any act or omission of any predecessor trustee. The
grantor excuses each trustee from giving bond. Any corporate trustee serving from time to time
shall maintain custody of the trust property.
C. REMOVAL. The grantor, if living and able to do so, or the individual
trustee(s) serving from time to time, or if no individual trustee is then serving, the adult
beneficiaries of the trust, by majority vote, may remove any corporate trustee by written notice
or accept the resignation of any corporate trustee. If the grantor removes any trustee, the
grantor shall simultaneously designate as successor trustee an individual, or a bank or trust
company authorized to act as trustee in any jurisdiction. If any other person removes any
trustee, such person shall simultaneously designate as successor trustee a bank or trust company
authorized to act as trustee in any jurisdiction. No trustee may (1) make any discretionary
payment 'of income or principal that would discharge a personal legal obligation of any person
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who has the right to remove any trustee, or (2) terminate any trust under the special termination
provisions that would result in any benefit to, or discharge a personal legal obligation of, any
person who has the right to remove any trustee.
D. COMPENSATION. The trustee is entitled to receive as compensation the
fees listed in the trustee's schedule of rates from time to time. The trustee is also entitled to
receive additional compensation for services of any unusual nature not incidental to normal trust
management and administration, such as investigations relating to payments to be made in the
exercise of discretion and services rendered upon the death of the grantor that would normally
be performed by the personal representative of an estate.
E. EMERGENCY ACTION. If (1) the whereabouts of any individual trustee
is unknown to the other trustee(s), or if (2) in the sole judgment of the other trustee(s), any
individual trustee is not readily accessible or is so ill or otherwise incapacitated as to be unable
practically to signify approval or disapproval of any proposed action by the trustees, then the
other trustee(s), in their absolute discretion, may take whatever action they consider advisable
without obtaining the approval of that individual trustee. Any action taken by the other trustee(s)
is binding on all persons. The other trustee(s) are relieved of any liability for any action taken
in good faith under the conditions stated above.
F. DELEGATION. If two or more trustees are ever serving as such, any
administrative or ministerial powers and duties may be exercised by anyone trustee. From time
Amendment and Restatement of Revocable Trust Agreement
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to time, by written instrument, a trustee may delegate his ministerial powers and duties to the
other trustee. The trustee may revoke the delegation and renew it at pleasure.
G. ACTION BY MAJORITY OF TRUSTEES. If more than two trustees are
ever serving as such at any time, any discretionary action may be taken upon the consent of a
majority of the trustees.
SECTION 5. POWERS OF TRUSTEE. In addition to any powers given to the trustee
by statute, common law, or rule of court, the grantor confers upon the trustee, and any
successor trustees, the powers listed below, which they may exercise without prior or subsequent
approval by any court. The grantor recognizes that the powers and duties granted to and
imposed on the trustee impose heavy and difficult burdens on the trustee. In order to induce the
trustee to exercise these powers and duties in the manner the trustee believes will most closely
approximate the intentions of the grantor, the grantor stipulates that any exercise of any power
or discretion in good faith by the trustee is binding on all persons. For convenience the grantor
is referring to these fiduciaries in the masculine singular; however, the masculine, feminine, and
neuter, and the singular and plural, include each other wherever appropriate in any reference to
any person or corporation in this agreement.
A. RETAIN RESIDENCE IN TRUST. During the grantor's lifetime, the
trustee may retain in the trust any residence transfened to the trust by the grantor. The trustee
shall permit the grantor to occupy the residence, rent free, for whatever period of time during
the grantor's lifetime that the trustee considers to be in his best interest. The trustee is not
required to make any charge against income or principal for depreciation. The trustee shall pay
from the principal of the trust all taxes, assessments, homeowner's insurance premiums, repair
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and maintenance expenses, and the cost of any improvements, connected with the residence.
If the trustee considers it advisable, he may sell the residence and buy another residence, and
may thereafter make further sales and purchases of residences. In that case, the provisions of
this paragraph will apply to the other residence or residences.
B. DEAL WITH PROPERTY. To retain, invest in, sell at public or private
sale, mortgage, lease, exchange, manage, subdivide, develop, build, alter, repair, improve, raze,
abandon, buy and sell stocks, bonds, puts, calls, futures and futures options, or otherwise deal
with or dispose of any real or personal property, regardless of its nature, the lack of
diversification of any trust, or the fact that any arrangement with respect to such property
extends beyond the duration of any trust. No trustee shall be obliged to engage in any
transaction involving securities about which any trustee has acquired information that has not
been disclosed to the public.
c. REGISTER IN NOMINEE FORM. To register any property in the name
of a nominee or in other form without disclosure of the fiduciary capacity.
D. DISPOSE OF CLAIMS. To pay, extend, renew, prosecute, defend,
compromise or submit to arbitration all rights, obligations, or claims of any trust against others
or of others against any trust.
documents.
E. EXECUTE DOCUMENTS. To execute, acknowledge, and deliver
F. DIVIDE PROPERTY. To make any division or distribution in cash, in kind,
or partly in cash and partly in kind, and to allocate or distribute undivided interests or different
assets or disproportionate interests in assets. The division of, values assigned to, and
beneficiaries selected to receive, any property is binding on all persons.
G. BORROW FUNDS O~ MAKE LOANS. To borrow funds from any party
(including the trustee, except for the trustee of the charitable remainder unitrust), or to make
loans, for any purpose connected with the administration of any trust, upon whatever terms,
periods of time, and security the trustee considers advisable.
H. EMPLOY AGENTS. To employ brokers, investment counsel, custodians,
realtors, accountants, attorneys, and other agents, and to delegate powers and discretions to any
of them.
I. MAKE TAX ELECTIONS. To make any tax election permitted by any tax
law, and to file any tax return. There shall be no adjustment of any interests because of any
such election or return.
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J. CARRY ON BUSINESS. Without filing reports with any court, to continue,
incorporate, enter into, or carry on any business, whether as a stockholder, general or limited
partner, sole or joint owner, or otherwise; to invest whatever assets may be needed in the
business; to employ agents to operate the business; to serve in any capacity with the business;
to receive reasonable compensation for such services, in addition to compensation for services
as a fiduciary; and to reorganize, liquidate, merge, consolidate, or transfer the business or any
part of it.
K. TREAT AS COMMON FUND. To treat any trust other than the charitable
remainder unitrust as a common fund for investment and administrative purposes.
L. RECEIVE ADDITIONAL PROPERTY. To receive and to administer in
trust any additional property from any source.
M. MERGE TRUSTS. To merge any trust held under this agreement, other
than the charitable remainder unitrust, with any other trusts created by the grantor under will
or agreement, if the terms of the other busts are substantially similar and if they are for the
primary benefit of the same persons.
N. DIVIDE TRUSTS. To divide any trust held under this agreement into two
or more separate trusts according to the fair market value of the trust assets on the date of
division.
O. DEAL WITH GENERATION-SKIPPING TRANSFERS. To deal with any
potential generation-skipping transfer (GSn as follows:
(1) Fund With Appreciating Assets. To fund any trust that is exempt
from GST tax with assets which, in the judgment of the trustee, are most likely to appreciate
in value in the future.
(2) Disregard GST Tax Consequences. To make any required or
permitted distributions from any trust without regard to (a) whether the distributions will be
subject to GST tax, (b) the amount of the GST tax, or (c) the identity of the person or entity
responsible for paying the GST tax. The trustee shall make no adjustment of any beneficiary's
interest in any trust because of the payment or non-payment of any GST tax on account of a
distribution made to him or her.
(3) Make Distributions From Divided Trusts. With respect to tmsts that
have been divided into a trust exempt from GST tax and a trust not exempt from GST tax:
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from the exempt trust;
(a) To make distributions of income and principal to skip persons
(b) To make distributions of income and principal.to non-skip
persons from the non-exempt trust; and
exempt trust.
(c) To pay estate, inheritance and other death taxes from the non-
P. SPECIAL TERMINATION OF TRUSTS. Notwithstanding any provision
of this agreement above, if at any time after the division of the trust into shares the trustee
determines that the continuation of any share in trust, other than the charitable remainder
unitrust, is not warranted because of size or cost, the trustee is authorized to terminate that share
of the trust and distribute it to its income beneficiary. No trustee who (1) is a beneficiary of the
share, or (2) would have a personal legal obligation discharged by termination of the share, may
participate in any decision under this paragraph regarding termination of the share.
Q. PAY ADMINISTRATION EXPENSES. To pay the administration expenses
of any trust from principal or income in the sole discretion of the trustee.
R. KEEP INFORMATION CONFIDENTIAL. In light of the grantor's desire
that the provisions of this trust agreement are to remain confidential as to all parties, the trustee
may decline to provide to any person or e:ntity information concerning the benefits paid to any
beneficiary, including another beneficiary.
S. DISTRIBUTE TO OR FOR MINOR BENEFICIARIES. To make
distributions from any trust to or for the benefit of any beneficiary who has not attained the age
of 21 years in anyone or more of the following ways: (1) directly to the beneficiary; (2)
directly in payment of the beneficiary's expenses; (3) to a custodian for the beneficiary named
by the trustee to be held as a gift made under any applicable Uniform Gifts to Minors Act or
Uniform Transfers to Minors Act, with the custodial arrangement continuing until the beneficiary
reaches 21 years of age; or (4) to a relative, friend, guardian, committee, conservator, or other
person or institution who in the trustee's judgment is responsible for the beneficiary or for the
property of the beneficiary, whether or not appointed by any court.
T. DO ALL THINGS WITH FINAL AUTHORITY. To do all things that the
grantor would be able to do were the grantor the absolute owner of the trust property. All
decisions taken in good faith are binding on all persons.
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SECTION 6. DUTIES OF TRUSTEE. The grantor directs the trustee and any
successor trustees, without prior or subsequent approval by any court:
A. PAY DEATH TAXES AND SATISFY CASH NEEDS. To pay all taxes
due because of the grantor's death, whether with respect to property passing under this
agreement, under the grantor's will, or otherwise. Taxes include interest and also penalties not
caused by negligence or bad faith. The trustee shall also pay all debts, administration expenses,
legacies, and other cash requirements of the grantor's estate. Payment shall be made from the
entire trust available for distribution under section 3.B before its division among its
beneficiaries.
However, the following taxes shall not be paid from the trust: (1) any tax
resulting from the inclusion in the grantor's gross estate of property over which the grantor has
a general power of appointment, (2) any tax resulting from the inclusion in the grantor's gross
estate of property in which the grantor has a qualifying income interest for life, (3) any
generation-skipping transfer tax, (4) any additional tax imposed by Internal Revenue Code
~2032A or any similar statute or a corresponding provision of state law, and (5) any additional
tax imposed by Internal Revenue Code ~2033A or any similar statute or a corresponding
provision of state law.
In no event shall any payment be made from any assets that are excludible from
the grantor's gross estate for federal estate tax purposes. In no event shall there be any right
of reimbursement from any person.
B. PAY DELIVERY EXPENSES. To pay from the trust the cost of
safeguarding and delivering all gifts made under this agreement.
C. PAY DIRECTLY TO BENEFICIARIES. To make all payments of income
and principal directly to the beneficiary entitled to them and not to any other person. A deposit
of funds to the beneficiary's account in a bank or other financial institution is the equivalent of
direct payment to the beneficiary. No payment may be assigned, anticipated, or encumbered
by the beneficiary; nor may any payment be attached, garnished, or executed upon by any
creditor of the beneficiary.
D. REPRESENTATION OF INCAPACITATED INDIVIDUALS AND
MINORS. The interests of any incapacitated individual may be represented by any person
appointed as an attorney in fact of the incapacitated individual under a valid durable power of
attorney. The interests of any minor may be represented by a parent or guardian of the minor,
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whether or not appointed by any court. The decision of any attorney in fact, parent or guardian
is binding on all persons.
E. MAKE BINDING DECISIONS WITH RESPECT TO DISCRETIONARY
PAYMENTS. In making discretionary payments of income or principal to any person, to do
so after taking into consideration, or without taking into consideration, as the trustee considers
appropriate, arty other income or financial resources reasonably available to the person. No
creditor of any beneficiary, including any governmental agencies that may furnish services,
payments, or benefits to a beneficiary, shall have any claim to any of the income or principal
of any trust. All aspects of decisions with respect to discretionary payments of income and
principal shall be made by the trustee in his absolute discretion and are binding on all persons.
F. MAKE CERTAIN DECISIONS WITHOUT PARTICIPATION OF
INTERESTED TRUSTEE. No successor trustee may make any discretionary payment of
income or principal from any trust if such payment would discharge a personal legal obligation
of that trustee. No individual trustee, other than the grantor, may participate in any decision
with respect to any insurance policy on the life of the trustee that may be a part of any trust
unless there is only one trustee.
G. PAY INCOME AT TERMINATION OF TRUSTS. To pay any net income
of any trust unpaid or accrued at the death of any trust beneficiary to the next succeeding
beneficiary, without apportionment to the estate of the deceased beneficiary. If a trust is the
successor, payment will be made to the income beneficiary and not to its trustee.
H. ADMINISTER WITHOUT COURT SUPERVISION. To administer all
trusts without court supervision. If it becomes advisable to apply to a court for any purpose,
the trustee shall request the court to take jurisdiction of the specific matter only and not of any
trust as a whole.
SECTION 7.
SPECIAL PROVISIONS RELATED TO CHARITABLE
REMAINDER UNITRUST. The following provisions apply to the charitable remainder
unitrust created under section 3. D:
A. INTENTION. It is the grantor's intention that the charitable remainder
unitrust shall qualify under the provisions of Internal Revenue Code ("IRC") ~664(d)(2) as a
charitable remainder unitrust. Accordingly:
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(1) All provisions of this agreement shall be construed and the charitable
remainder unitrust shall be administered in a manner that is consistent with that intent.
(2) The trustee, by written instrument filed with the trust records, shall
have the power, acting alone but on advice of,counsel, to amend this agreement in the most
minimal manner required for the sole purpose of ensuring that the charitable remainder unitrust
qualifies and continues to qualify as a charitable remainder unitrust.
B. PROHmITED TRANSACTIONS. The trustee shall make whatever
distributions are required to insulate the charitable remainder unitrust from the tax under IRC
~4942. The trustee shall not (1) engage in any act of self-dealing as defined in IRC ~4941(d),
(2) make any taxable expenditures as defined in IRC ~4945(d), (3) make any investments that
would jeopardize the charitable purpose of the charitable remainder unitrust under IRC ~4944,
or (4) retain any excess business holdings that would subject the charitable remainder unitrust
to tax under IRC ~4943.
C. TAXABLE YEAR. The taxable year of the charitable remainder unitrust
shall be the calendar year.
D. INVESTMENT OF TRUST ASSETS. Nothing in this agreement shall be
construed to restrict the trustee from investing the trust assets in a manner that could result in
the annual realization of a reasonable amount of income or gain from the sale or disposition of
trust assets .
SECTION 8. INCAPACITY.
A. DETERMINATION OF INCAPACITY. Any individual shall be deemed
to be "incapacitated" for all purposes of this agreement if the grantor or any trustee comes into
possession of any of the following:
(1) A court order, which the recipient believes to be currently valid,
holding the individual to be legally incapacitated to act on his own behalf, or appointing a
guardian of his person or property.
(2) Other evidence that the recipient believes to be credible and still
applicable that the individual is unable to act rationally and prudently in his own [mancial best
interest because of accident, illness, deterioration, or other similar cause, whether physical or
mental, progressive, intermittent or chronic, or because of dependency on or abuse of alcohol,
drugs or any other similar substance, unless such individual delivers to the recipient the
certificates' of two physicians, each executed within five days of delivery to the recipient, stating
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that (i) the physician is certified by a recognized medical licensing body, (ii) the physician has
examined the individual, and (iii) the physician has concluded that such individual is able to act
rationally and prudently in his own financial best interest and that such individual is neither
dependent on nor abusing alcohol, drugs or any other similar substance.
(3) Other evidence that the recipient believes to be credible and still
applicable that the individual has disappeared, is unaccountably absent, or is being detained
under duress, so that he is effectively unable to look after his own financial best interest.
The grantor recognizes that the discretion granted above to the trustee to
determine whether or not an individual is incapacitated imposes heavy and difficult burdens on
the trustee. In order to induce the trustee to exercise these discretions in the manner that will
most closely approximate the grantor's intentions, the grantor stipulates that any exercise of any
such discretion in good faith by the trustee shall be presumed to be correct. The trust shall
indemnify and hold each trustee harmless, and no beneficiary may claim any damages, for any
such decision made by any trustee in good faith.
B. DURATION OF INCAPACITY. Once an individual has been determined
to be incapacitated, he or she shall continue to be treated as incapacitated until the certificates,
court order, and/or circumstances have been revoked or become inapplicable. Any physician's
certificate may be revoked by a similar certificate to the effect that the individual is no longer
incapacitated, executed either by the two original certifying physicians or by two other licensed
physicians.
C. EFFECT OF INCAPACITY.
(1) If any trustee or other fiduciary is determined to be incapacitated, he
may not continue to serve as such while his incapacity continues. If and when he ceases to be
incapacitated, he may resume serving as a fiduciary.
(2) If the grantor is determined to be incapacitated, then notwithstanding
any other provision of this agreement, the grantor will have no power to (i) withdraw income
or principal from the trust during her incapacity, (ii) remove any trustee, or (iii) revoke or
amend any part of this agreement. If and when the grantor ceases to be incapacitated, the
grantor may resume exercising all of these powers.
(3) If a beneficiary is determined to be incapacitated, the trustee may,
subject to the provisions of section 8.C.(4), retain such beneficiary's share in trust regardless
of whether that share would otherwise be distributable to such beneficiary or be subject to
withdrawal by such beneficiary, and may make distributions from any trust to or for the benefit
of any such incapacitated beneficiary, in any such case without the necessity of obtaining a
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receipt or the approval of any court, in anyone or more of the following ways: (1) directly to
the beneficiary; (2) directly in payment of the beneficiary's expenses; or (3) to a relative, friend,
guardian, committee, conservator, or other person or institution who in the trustee's judgment
is responsible for the beneficiary or for the property of the beneficiary, whether or not appointed
by any court.
(4) In all events, however, the trust as to any beneficiary's share shall
terminate upon the first to occur of (i) the death of the beneficiary before the distribution of all
of the principal from the beneficiary's share, or (ii) 21 years after the death of the last to die of
the grantor and those of the grantor's children and descendants living at the grantor's death. If
the beneficiary is living at such time, that share shall be distributed outright to such beneficiary.
If the beneficiary is not then living, that share shall be distributed to the beneficiary's then living
descendants, per stirpes. If no descendant of the beneficiary is then living, that share shall be
distributed to those descendants, per stirpes, of the closest ancestor of the beneficiary who (1)
is also a descendant of any great-grandparent of the grantor, and (2) has descendants then living.
SECTION 9. RESOLUTION OF CONTROVERSIES.
A. ARBITRATION OF DISPUTES. Any controversy between the trustees, or
between any other parties to this trust, including beneficiaries, involving the construction or
application of any of the terms, provisions, or conditions of this trust agreement shall, on the
written request of either or any disagreeing party served on the other or others, be submitted to
arbitration. The parties to such arbitration shall each appoint one person to hear and determine
the dispute and, if they are unable to agree, then the two persons so chosen shall select a third
impartial arbitrator whose decision shall be fmal and conclusive upon both parties. The cost of
arbitration shall be borne by the losing party or in such proportion as the arbitrator(s) shall
decide. Such arbitration shall comply with the commercial Arbitration Rules of the American
Arbitration Association.
B. REPRESENTATION OF BENEFICIARIES. In any proceeding involving
the construction, administration, modification or termination of this agreement or of any trust,
the known, living beneficiaries shall represent the interests of all unborn, unknown and
unascertained beneficiaries. In any such proceeding, it shall not be necessary to serve process
upon, or make a party to any such proceeding, any person who is a minor or who is
incapacitated where another party to the proceeding who is not under a disability has the same
interest as the person under a disability.
C. FRIVOLOUS PROCEEDINGS. The grantor desires that this trust, the
trustee and beneficiaries shall not be involved in time-consuming and costly litigation concerning
the function of this trust and disbursement of the assets. Additionally, the grantor has taken
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great care to designate, through the provisions of this agreement, how the grantor wants the
assets of the trust distributed. Therefore, if a beneficiary, or a representative of a beneficiary,
or one claiming a beneficial interest in the trust, should, without probable cause, legally
challenge this agreement, its provisions or asset distributions, then all assets to such challenging
beneficiary shall be retained in trust and distributed to the remaining beneficiaries named in this
agreement, as if such challenging beneficiary and his or her issue and spouse has predeceased
the grantor. The defense of such litigation, including costs incurred by representatives of the
grantor's estate, the trustees of this trust and their agents, attorneys, accountants and
representatives, shall be paid for by the trust.
SECTION 10. REVOCATION OR AMENDMENT. Except as provided in section
8.C.(2), the grantor reserves the power, at any time or times during the lifetime of the grantor,
by a written instrument delivered to the trustee, to remove any trustee or to revoke or amend
this agreement in whole or in part, in any such case without the consent of any other person.
However, the compensation and duties of the trustee may not be modified without the written
consent of the trustee.
SECTION 11. GOVERNING LAW. This agreement and the trusts created by it have
been accepted by the trustee in the State of Maryland. All questions pertaining to the validity
and construction of the agreement shall be determined, and the trust shall be administered, under
Maryland law.
SECTION 12. BINDING AGREEMENT. This agreement is binding upon and inures
to the benefit of the parties and their respective personal representatives, successors in interest,
and successors in trust.
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\~
EXECUTED on August!--, 1998.
WITNESS:
_~ (l~
_-fLL-- J2:f1i;lM/ (SEAL)
PAULA R. pFE ' Grantor
.~ ~~~
~d'7'/ ;tP-e '.
FlRSTUNlONNATlONALBANK, Trustee
~if\
By:J U; ,
Title . \'ttSDl.nt ~
ATTEST:
(CORPORATE SEAL)
STATE OF MARYLAN,P
CITY/COUNTY OF fjA (..17,"-10 r.. E
IllEREBY CERTIFY that on August it 1998, before me, a notarY public of the State
of MarYland, personallY apPCared PAULA R. PFElWER, the grantor named in this revocable
trUSt agreement, and acknowledged it to be ber act and deed.
, It. ()
".....( I '-'1"
, .' ".1' /-
,_._""Y [,'')vl J.-. /i/v{i U-tY
Notary pUblic .
My commission expireS 3 _. "'J( ~~z.
Amendment and Restatement of Revocable Trust Agreement
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STATE OF MARYLAND
CITY/COUNTY OF B,lLi! {'-1 /~.f. (::-
I HEREBY CERTIFY that on August lL, 1998, before me, a notary public of the State
of Maryland, personally appeared I~).-SE /. ('c,:,p",r , .the ili('-,:, (+'i"Jr,UJ1f of
FIRST UNION NATIONAL BANK, the trustee named in this amendment and restatement of
revocable trust agreement, and, being authorized to do so, acknowledged this amended and
restated revocable trust agreement to be the act and deed of such corporation.
\..........-.
/
'. . J i' .
" .~ ,. ".
l~'\.-<~ ...~: {)./.--<.:A.
-f::"
Cr-.:~~--
Notary Public
""\
,:;.",.
My commission expires
;>
,J 31 -(:.2
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EXHIBIT B
DEATH CERTIFICATE OF PAULA R. PFEUFER
DATED JULY 7,1999
VALID ONLY
WITH
IMPRESSED
SEAL
IHEREBynA THATTIIE ATTACHED ISA TRUE COpy OF.
RECORD O~ .IN TIIE DIVISION OF VITAL RECORDS
DATE ISSUED:
MAR 2 () 2002
~ d~~
rATE REGISTR.A.&{)FV~~CORDS
Please Type or Print In Black Indelible Ink. Assure All Caples Are Legible.
State of Maryland I Department of Health and Mental Hygiene
em.23aptlB perPhyG773 7/19/99 EW Certificate of Death
,. DececIent', Name (F1rst. Arddle, UII)
Maryland Baltimore
i 10e. SIreeI and Number
17 North Hilltop Road
tCd. Inside City Units
'~es RDNo
Catonsville
l(Jf.ZIp~
21228
U.S.A.
11. MarflalS;J.IUS
10_ Manled 20 Married
3~ .ODiYotced
12. Was 0ecedenI Ever i1 U,S.
Anned Forces~
loyes 2 0
KV...Give
V..r or Oates:
'3. Wu Decodont 01 Hisponle 0rigk17 (~ Yes Of N0-
H Yes. spodfy Cuban. Mo-... Puerto RicO.. etc.1
,oVe. 2)l{No Sped/y:
14, Rllce . AtnericM Ind.n,
Black. White, ..e.
White
15. OecedenI', Education
(Specify...~ h/ghesI rl'"de_edJ
E_ryISec:ormry (ll-'2) College (Hor 5+)
12
168. ~~':=~~mostolWOrking
II.. DO NOT use NIinKIJ .
homemaker
home
'7. F_. Name {FITSI. 1.1_, Luf}
unknown Rappaport
18. Mother's Name (First. Hddfs. Maiden Surname)
unknown unknown
1911. Informant's N8meJRetationshtJ (Tw-. Print)
Mr. Bruce Pfeufer
t9b. Malklg Address (51,", and Number or RunJI Route Numbtw. City or TOMl. Sta'., Z".p CodtIJ
17 North Hilltop Road Catonsville, Maryland 21228
2Ob. =:1Y~=;'(:.:;::'pIece) I 0... 2Oc. loc8tion. City or Town. St8'e
Louden Park Cemetery : 07/10/99 Baltimore, MD
22. Hame and Addr.. of Fecifity
Slack Funeral Home P.A.
3871 Old Columbia Pike Ellicott City, MD 21043
I =~::e.,
OnHl and Dealh
a.
A-. etA. +e (2 -e V1~
Due to (or .s . consequence of):
SEPTICEMIA
ful ure-
~'Ia!y Ms, eond~ion'.
I any, ..~ to mmediate
Qua. Enl. Unde~1ng
~~==:slnjury
resulllng In ....IIl) La"
f
Due to (01' as 8 consequence of):
Due 10 (or 8S . consequence 01):
Part n. Other "gntflcant concIIIlonI contrbutlng to death but nol resuhing In Ihe uncJertying CIIUS. given In Part I.
I 23b. Did Iobecco u.. conbibutelo.... cause of de..,.?
I 'DV.. .DNa 3DP,o_, 4)('Unknown
24a. Was an autopsy 24b. Were aUlop'sy findings
perfonner.t7 BY.ilable pIriof 10
compleUon Of cause
oIdealh?
,OVes 2~
5 tJ Pending
inYestigeflon
6 D Could nul ba
determined
Hospital: '~palienl 20 ERIOutpatienl
288. 0a18011nknv I 28b. rme 01
(Month. O_f YNr) Injury
..
288. ~::~. ~~?(Sp~.' lann. street, factory, offa
'DNo
28t. lOClllion (srree' and Number or Rur.1 Route Numbs',
City or TOMn, sra/e)
"g PhytlIdM: To ~ best Df my knowledge, death occurred a' .....Im.. dills and place. and due 10 th. cause(s) and manner.s staled.
2 MecIc8I Eumlnlir: On the blisls of examination anc$'OI investigation, in my opinion, death occurred allhe lme. dale and place, and due to the cause(s)
and manner ".Ied.
6"\
. ,,J
1\,'
, ~
}- _,t'
'r{ t!
C/ 'd
O~\ D
(. V
o
.r
VI
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,.
.
.
EXHIBIT C
APPOINTMENT OF COMMUNITY TRUST COMPANY
AS SUCCESSOR TRUSTEE DATED MAY 13,2004
.
.
APPOINTMENT OF SUCCESSOR TRUSTEE
CHARITABLE REMAINDER UNITRUST ESTABLISHED UNDER THE
PAULA R. PFEUFER REVOCABLE TRUST
DATED JANUARY 21. 1998
THIS APPOINTMENT OF SUCCESSOR TRUSTEE is executed in triplicate on this
1e:9i-A day of May, 2004, by and between BRUCE A. PFEUFER, as Beneficiary, and
COMMUNITY TRUST COMPANY, a Pennsylvania trust company with its principal offices
located at 3907 Market Street, Camp Hill, Cumberland County, Pennsylvania 17011, as Successor
Trustee.
1. ThePAULAR. PFEUFERREVOCABLE TRUST, DATED JANUARY 21, 1998
(herein called the "Trust") was executed on January 21, 1998, by and between PAULA R.
PFEUFER, as Grantor, and FIRST UNION NATIONAL BANK, as Trustee;
2. The AMENDMENT AND RESTATEMENT OF REVOCABLE TRUST
AGREEMENT OF PAp-LA R. PFEUFER (herein called the "Restatement") was executed on
August 18, 1998, by and between PAULA R. PFEUFER, as Grantor, and FIRST UNION
NATIONAL BANK, as Trustee;
3. The Grantor, PAULA R. PFEUFER, departed this life on July 7, 1999, thereby
establishing the Charitable Remainder Unitrust for the benefit of Grantor's son, BRUCE A.
PFEUFER, under Section 3(D) of the Trust;
4. The Charitable Remainder Unitrust was subsequently transferred to SUN TRUST
BANK, as Successor Trustee;
5. The Beneficiary of the Charitable Remainder Unitrust, BRUCEA.PFEUFER, acting
under the authority of Section 4(C) of the Trust, seeks to remove SUN TRUST BANK as Trustee;
6. The Beneficiary, pursuant to the authority of Section 4(C) of the Trust, hereby notifies
SUN TRUST BANK, in writing, of his intention to remove SUN TRUST BANK as Trustee;
7. The Beneficiary, acting pursuant to the authority of Section 4(C) of the Trust, seeks
to appoint a Successor Trustee and, accordingly, so appoints COMMUNITY TRUST COMPANY,
1
.
.
as Successor Trustee with all the duties and powers, including discretionary powers, granted under
the Trust or by law; and;
8. COMMUNITY TRUST COMPANY desires to accept such appointment as
Successor Trustee.
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS that the Beneficiary,
BRUCE A. PFEUFER, hereby removes SUN TRUST BANK as Trustee of the Trust and hereby
approves and appoints COMMUNITY TRUST COMPANY as Successor Trustee of the Trust to
serve with all the duties and powers, including discretionary powers, granted under the Trust or by
law. COMMUNITY TRUST COMPANY hereby accepts the transfer, assignment and delivery
to it and its successors and assigns, of any and all Trust assets, and undertakes to hold, manage,
invest and reinvest such assets, and to distribute the income and principal of the Trust, in accordance
with the provisions of the Trust.
IN WITNESS WHEREOF and IN AGREEMENT TO THE WITHIN REMOVAL
AND APPOINTMENT OF SUCCESSOR TRUSTEE, the parties hereto have hereunto set
their hands and seals the day and year first written above.
WITNESS:
6:J~~..1
~
STATE OF
COUNTY OF
SS:
On this, the /?/I; day of May, 2004, before me, a Notary Public, the undersigned officer,
personally appeared BRU CE A. PFEUFER, known to me (or satisfactorily proven) to be the person
whose name is subscribed to the within Appointment, and acknowledged that he executed the same
for the purposes therein contained.
IN WITNESS WHEREOF, I have set my hand and official Seal.
~h(lPtS~OOJ1t -
Notary Public
My Commission Expires: I I
2
Notarial Seal
ReoeccaJ. Oarll, Note.r; Q'.:b!ic
Hampden Twp.. (;llrntli:;I:..:i ": "..J~unf..J
MyCornrnissk:'A1 Expires O€~, i7. 2006
UsrOOer. fIeI.lSylvenIa AsaoclaIkln a ~
.
.
ACCEPTANCE
TheJoregoing Appointment of Successor Trustee was delivered, and is hereby accepted, at
O/~ /17/ , Pennsylvania, on May ~2004.
ATTEST:
COMMUNITY TRUST COMPANY,
TRUSTEE
(Lcto ~ bk
.~~~~l::;:7 _-YtJ (SEAL)
By: SUSAN A. RT1sSELL, President
and CEO
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF CUMBERLAND
SS:
On this, the /111 day of May, 2004, before me, a Notary Public, the undersigned officer,
personally appeared SUSAN A. RUSSELL, who acknowledged herselfto be the President and CEO
of COMMUNITY TRUST COMPANY, Cumberland County, Pennsylvania, a Pennsylvania Trust
Company, and that she as such President and CEO, being authorized to do so, executed the foregoing
document for the purposes therein contained by signing the name of the corporation by herself as
President and CEO.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
~'&-eP QO~_k
Notary Public
My Commission Expires: , I D(P
Notarial Seal
Rebecca J. Oarl<, Notary Pttlllc
Hampden Twp., ClmbeI1and Countv
My Commission Eicpres ~ 17,2006
Mamber. FeI.~ AeI().....~ ,(JNsIIIIIIiI
3
.
.
EXHIBIT D
LETTER OF APPOINTMENT OF FULTON FINANCIAL
SERVICES AS SUCCESSOR TRUSTEE
DATED OCTOBER 4, 2006
11/14/2006 17:42
. ...~. . '".."'~._"--_..,-,
71 71834
COMMUNI TV TRUST CO
.
PAGE 02
/"
Bruce A. Pt'eufer
17 N. Hilltop Road
Baltimore, MD 21228
410-744-0079
',.
,!
~. '.1 r"....
October 4,2006
James White
Community Trust Company
3907 Market Street
Camp Hill, PA 17011
Re: Paula R. Pfeufer CRUT
Dear Mr. White:
It is with great regret that I must notify you of my decision to transfer
the above-referenced account to Fulton Financial Advisors. I have
enclosed a restatement of the document removing Community Trust
Company as trustee and appointing Fulton Financial 4-dvisors as
successor trustee.
I understand from your fee schedule that there are costs associated with
my decision and I accept them along with any Receipt and Release
document that you would like to provide me. I intend to hold
Community Trust Company harmless against any transactions that
occurred since my accounts were opened at your institution. Mr. Kraft
was very thorough in reviewing my statements with me periodically
throughout the year.
Fulton Financial Advisors is authorized to act on my bebalf so I ask that
you treat anyone acting in the name of this organization as you would
me. If you have any questions, please do not hesitate to contact Mr.
,
11/14/2006 17:42
71 71834
COMMUNITY TRUST CO
.
PAGE 03
David Snover, Client Services Manager at 717-771-4249. Thank you for
your prompt attention to my request. And thank you for the
professional service provided by Mr. Kraft.
S~AP*
Bruce A. Pfeufer
(Medallion Stamp)
. :.'1 t \ .~. r. , ,'. ! .
:,:~;~/,'1<1~-:'(~, ,"':: :~:'j:!))
~~:~.,:' CtI~;(~I/i~s. Jk,d'~
( 35 ! ""'., '" "~":';;:~;::i'i) ~'I()N^i';'!,~.-"-""''''''
!.l\:J"" '; ". r"i"'91.~ A,:;;"\;;,, Ml. ,\ ',' ~~,p ;!..'~(~f 5;.;
"" ! 11 11111 111111 , "Ii ,", "'/lifilll
,
.
.
EXHIBIT E
APPOINTMENT OF SUCCESSOR TRUSTEE
FUL TON FINANCIAL SERVICES AS SUCCESSOR
TRUSTEE DATED OCTOBER 5,2006
11/14/2006 17:42
71 7.834
COMMUNITV TRUST CO
.
PAGE 05
/
APPOINTMENT AS SUCCESSOR TRUSTEE
OF THE
CHARITABLE REMAINDER UNITRUST
ESTABLISHED UNDER THE
PAULA R. PFEUFER REVOCABLE TRUST DATED JANUARY 21,1998
By agreement dated January 21, 1998, PAULA R. PFEUFER, as grantor established an
revocable trust with FIRST UNION NATIONAL BANK as trustees.
The original trust agreement was amended and restated on August 18, 1998 by the
grantor and the trustee. The grantor died on July 7, 1999.
Under section 3.0 of the amended and restated tl'Ust agreement, the grantor provided for
a charitable remainder unitrust for the benefit of her son, BRUCE A. PFEUFER, fot his lifetime.
Under section 4.C of the amended and restated trust agreement, the grantor's 50n, BRUCE A.
PFEUFER, may remove the corporate trustee and name a successor corporate trustee.
FIRST UNION NATIONAL BANK was removed as corporate trustee and the grantor's
son appointed SUNTRUST BANK as successor trustee.
SUNTRUST BANK was removed as corporate trustee and the grantor's son appointed
COMMUNITY TRUST COMPANY as successor trustee by instrument dated May 13,2004.
The grantor's son hereby removes COMlv.lUNITY TRUST COMPANY as trustee and
appoint FULTON FINANCIAL ADVISORS as successor trustee, with all rights, powers apd
duties of the original trustee as specified in the amended and restated revocable trust agreement.
FUL TON FINANCIAL ADVISORS hereby accepts its appointment as successor
trustee_
EXECUTED in triplicate on October 5, 2006.
~
11/14/2006 17: 42 __X..!.?._ 7834
,- ~----'-"~_.'"'"'--'-,---~
. .~:' .
..(/
COMMUNITV TRUST CO
.
PAGE 06
.~. '
WITNESS:
~ I:) [) ~Cl..LC::t+-
A TrEST:
(SEAL)
ficiary
FUL TON FINANCIAL ADVISORS,
Trustee
~ D. 'NGJJ::;")
(CORPORATE SEAL)
By:
R
STATE OF MARYLAND
COUNTY OF HOWARD
I HEREBY CERTIFY that on October 5, 2006, before me, a notary public of the State
of Maryland, personally appeared BRUCE A. PFEUFER, the beneficiary named in this
appointment of Successor trustee, and acknowledged it to be his act and deed.
~\"""''''''''l' dilJj /IWJ12t
",.. '" M IoY. ""1.
$''''~~ ....~...~.k~~
;t "",'~j..p.o cO~':::':.t_ ~
~ 'V. ~. "'1/-'" "" -
! ;",;p 1.~ 1 Notary Public
~*: :*:
i\~\..._. ~...~ i MYCOtnIllission expires 9/)';;010
:~o..~~ 'I
?;t.... .~
STATE OF MARYLAND
COUNTY OF HOWARD
I HEREBY CERTIFY that on October 5,2006, before me, a notary public of the State
of Maryland, personally appeared RAYMOND O. KRAFT, JR., the vice president ofFUL TON
FIN AN CIAL ADVISORS, the successor trustee named in this appointment of successor trustee,
and, being authorized to do so, acknowledged this instrument to be the act and deed of such
corporation. ~ m2b.
~""",I""",,,"
~,,~ fa>. M. W-" ""~
~.,~ .......:"''I...^ ~
* ~ " pJ) "'0" u~_ ~
S"...~t-: ... ~..:r ~
~ .. 0 ~.A" ~ Notary Public
.t: ..~ ~. ~
"-'" . .*-
=*= : ::
5 ~ : E
-. : S
. .,. ~
~".~~"~H
~RY.~
My commission expires !J/t1,.~,.o'O
.
Appointment of Successor Trustee of
PAULA R. PFEUFER CHARITABLE REMAINDER UNlTRUST
2
.
.
EXHIBIT F
FULTON FINANCIAL SERVICES
LETTER OF INSTRUCTION
DATED OCTOBER 25, 2006
11/14/2006 17:42
71 77377834
.
/
.
FULTON FINANCIAL ADVISORS'
COMMUNITY TRUST CO
-
PAGE 04
Making Success Person aT
October 25, 2006
Community Trust Company
3907 Market Street
Camp Hill, P A 17011
Attn: James White
RE: Paula R. Pfeufer CRUT
Account #2130119
To Whom It May Concern:
Please use this letter as your direction to transfer in kind all DTC eligible assets from the
above referenced account following the enclosed delivery instructions. We are asking
that you liquidate any Money Market funds and send the proceeds to the following
address:
Paula R. Pfeufer CRUT
c/o Fulton Financial Advisors
PO Box 3215
Lancaster, PA 17604-3215
Also, please transfer all Mutual funds to Fulton's existing account numbers listed below:
Federated funds #36, #019, #0151- Account #4502479, Group #53186
Vanguard funds #049) #84) #27, #024, #40 - Account #9911610027
We are requesting that all US Saving Bonds be re-registered as follows:
Paula R. Pfeufer, CRUT
Fulton Financial Advisors, Trustee
PO Box 3215
Lancaster, P A 17604-3215
Tax ID #56-6567184
Please forward cost basis information and acquisition dates for all assets being transferred
and close the account after the transfer is completed.
I>
One Penn Square. Lancaster, PA 17602 · www.fultonnnancialadvisors.com
lnvestments · Wealth Management · Corporate and Retirement Services · Private Banking · Insuranc.e
.
.
COURT OF COMMON PLEAS
OF
CUMBERLAND COUNTY, PENNSYL VANIA
ORPHANS' COURT DIVISION
NO.
FIRST AND FINAL ACCOUNT
of
COMMUNITY TRUST COMPANY, TRUSTEE
for
THE REVOCABLE TRUST AGREEMENT OF
PAULA R. PFUEFER
Under Agreement Dated January 21, 1998, as Amended and
Restated Under Agreement Dated August 18, 1998
DATE OF TRUSTEE'S APPOINTMENT: May 13, 2004
ORIGINAL FUNDING OF TRUST:
January 21, 1998
ACCOUNTING FOR THE PERIOD:
May 1, 2004
through
November 7,2006
Purpose of Account: Community Trust Company, Trustee offers this Account for approval by
the Court as a result of the termination of Community Trust Company as Trustee and the
appointment of Fulton Financial Advisors as Successor Trustee.
Important Notice: It is important that the Account be carefully ex
additional information, or questions, or objections, can be discus
undersigned.
. ed. Requests for
wi or presented to the
\
Dated: December 8, 2006
Lowell R. ates, Esquire
Sup. Co ill #46779
GATES, ALBRUNER & HATCH, P.C.
1013 M a Road, Suite 100
Lemoyne, P A 17043
Phone: (717) 731-9600
Fax: (717) 731-9627
.
.
THE PAULA R. PFEUFER REVOCABLE TRUST
FIRST AND FINAL ACCOUNT
Covering the Period May 1,2004 through November 7, 2006
.
.
SUMMARY OF ACCOUNT
for Period
May 1,2004 - November 7, 2006
PRINCIPAL
PAGE
I. Beginning Balance - Principal Cash $ 0.00
Capital Gains Received 6 9,175.92
Cash Additions 9 240,557.87
Asset Sales & Transfers 9 145,000.00
Transfers from Income to Principal 9 6.001.17
TOTAL PRINCIPAL CASH RECEIPTS $ 400,734.96
Asset Purchases and Transfers 10 -356,764.10
Tax Preparation Fees 11 -850.00
Trustee's Fees 11 -6,869.93
Legal Fees 11 -403.00
Distribution of Principal 12 -29.415.72
TOTAL PRINCIPAL CASH DISBURSEMENTS
PRINCIPAL CASH BALANCE
INCOME
II
Beginning Balance - Income Cash
Dividends Received
Capital Gains
2- 5
5
17,314.16
1.161.89
TOTAL INCOME CASH RECEIPTS
Fees Paid - General
Income Distributions
Transfers from Income to Principal
6
6
6
-1,411.18
-7,415.66
-6.001.17
TOTAL INCOME CASH DISBURSEMENTS
INCOME CASH BALANCE
COMBINED CASH BALANCE ON HAND
$ -394.302.75
$ 6.432.21
$
0.00
$ 18,476.05
$ -14.828.01
$ 3.648.04
$10.080.25
. .
REPORT OF ASSETS PAGE 1
COMMUNITY TRUST COMPANY TRUSTEE
FOR PAULA R PFEUFER CRUT
DATED 08/18/1998
ACCOUNT 2130119 AS OF 11/07/2006
Market Value
Units Price 11/07/2006 Book Value
BONDS
U.S. GOVT & AGENCY OBLIGATIONS
1. FEDERATED INCOME 3,006.7900 10.1800 30,609.12 31,000.00
TRUST FUND #36
2. VANGUARDSHORT~ERM 1,152.7380 10.2700 11,838.62 12,000.00
FEDERAL FUND #049
3. US SVGS BDS SER EE 36,000.0000 1 .4000 50,400.00 25,411.51
MATURITY 10/01/1996
0% 10/01/2016
OTHER OBLIGATIONS
4. VANGUARD TOTAL BOND 3,187.2510 9.9600 31,745.02 32,000.00
MARKET FUND #84
5. VANGUARD WELLESLEY 2,795.1810 22.1800 61,997.11 58,000.00
INCOME FUND #027
TOTAL BONDS 186,589.87 158,411.51
STOCKS
MUTUAL FUNDS
6. FED STOCK TRUST FUND 662.6330 34.5000 22,860.84 23,000.00
#019
7. FED MID-CAP FUND 1,497.1110 23.2400 34,792.86 29,403.26
#151
8. VANGUARD EXPLORER 123.1400 78.9200 9,718.21 8,307.44
FUND #024
9. VANGUARD 500 INDEX 185.3560 125.8400 23,325.20 19,443.80
FUND #40
TOTAL STOCKS 90,697.11 80,154.50
TOTAL INVESTMENTS
*INCOME CASH ON HAND
*PRINCIPAL CASH ON HAND
TOTAL ASSETS
277,286.98
3,648.04
6,432.21
287,367.23
238,566.01
3,648.04
6,432.21
248,646.26
TOTAL CASH: 10,080.25
* Income and principal cash are held in
FEDERATED GOVT OBLIGATIONS FD #395
Interest rate as of 11/07/06 is 4.881656 percent.
.
.
REPORT OF INCOME CASH
COMMUNITY TRUST COMPANY TRUSTEE
FOR PAULA R PFEUFER CRUT
DATED 08/18/1998
ACCOUNT 2130119 FOR DATES 05/01/2004 TO 11/07/2006
BEGINNING BALANCE
--- INCOME CASH RECEIPTS ------------
1. DIVIDENDS RECEIVED
Dividend Receipt
FED STOCK TRUST FUND #019
06/25/2004 .098/share on 662.63 shares
09/27/2004 .108/share on 662.63 shares
12/28/2004 .15/share on 662.63 shares
03/28/2005 .113/share on 662.63 shares
06/27/2005 .113/share on 662.633 shares
09/27/2005 .113/share on 662.633 shares
12/28/2005 .128/share on 662.633 shares
03/27/2006 .087/share on 662.633 shares
06/27/2006 .07/share on 662.633 shares
09/26/2006 .081/share on 662.633 shares
FEDERATED INCOME TRUST FUND #36
06/30/2004
07/31/2004
08/31/2004
09/30/2004
1 0/31/2004
11/30/2004
12/31/2004
01/31/2005
02/28/2005
03/31/2005
04/30/2005
05/31/2005
06/30/2005
07/31/2005
08/31/2005
09/30/2005
1 0/31/2005
11/30/2005
12/31/2005
01/31/2006
02/28/2006
03/31/2006
04/30/2006
05/31/2006
06/30/2006
07/31/2006
08/31/2006
09/30/2006
10/31/2006
64.94
71.56
99.39
74.88
74.88
74.88
84.82
57.65
46.38
53.67
52.54
119.64
122.26
116.50
120.63
116.90
115.79
120.44
121.25
119.76
118.56
121 .28
121.84
121.46
124.42
120.67
119.82
124.96
123.95
123.15
125.87
125.41
124.81
128.70
129.99
135.82
133.16
133.77
132.46
PAGE
2
0.00
.
.
REPORT OF INCOME CASH
COMMUNITY TRUST COMPANY TRUSTEE
FOR PAULA R PFEUFER CRUT
DATED 08/18/1998
ACCOUNT 2130119 FOR DATES 05/01/2004 TO 11/07/2006
FED MID-CAP FUND #151
06/25/2004 .031/share on 1,629.33 shares
09/27/2004 .035/share on 1.629.33 shares
12/28/2004 .045/share on 1,629.33 shares
03/28/2005 .044/share on 1,629.33 shares
06/27/2005 .044/share on 1.629.328 shares
09/27/2005 .053/share on 1,629.328 shares
12/28/2005 .099/share on 1,629.328 shares
03/27/2006 .072/share on 1.629.328 shares
06/27/2006 .072/share on 1,629.328 shares
09/26/2006 .072/share on 1.629.328 shares
FEDERATED GOV'T OBLIGATIONS FD #395
06/30/2004
07/31/2004
08/31/2004
09/30/2004
10/31/2004
11/30/2004
12/31/2004
01/31/2005
02/28/2005
03/31/2005
04/30/2005
05/31/2005
06/30/2005
07/31/2005
08/31/2005
09/30/2005
10/31/2005
11/30/2005
12/31/2005
01/31/2006
02/28/2006
03/31/2006
04/30/2006
05/31/2006
06/30/2006
07/31/2006
08/31/2006
09/30/2006
10/31/2006
VANGUARD EXPLORER FUND #024
12/29/2005 .23/share on 164.819 shares
VANGUARD TOTAL BOND MARKET FUND #84
06/30/2004
07/30/2004
08/31/2004
09/30/2004
10/29/2004
50.51
57.03
73.32
71.69
71.69
86.35
161.30
117.31
117.31
117.31
28.84
13.14
14.04
15.49
14.53
15.90
20.94
19.39
18.46
22.10
17.18
18.69
18.78
13.31
14.43
14.65
7.82
10.09
33.03
28.92
26.40
29.05
18.97
20.32
20.18
10.82
11.05
13.19
41.69
37.91
50.61
118.34
118.42
116.71
118.55
PAGE
3
.
.
REPORT OF INCOME CASH
COMMUNITY TRUST COMPANY TRUSTEE
FOR PAULA R PFEUFER CRUT
DATED 08/18/1998
ACCOUNT 2130119 FOR DATES 05/01/2004 TO 11/07/2006
11/30/2004
12/31/2004
01/31/2005 .037206/share on 3,187.25 shares
02/28/2005
03/31/2005
04/29/2005
05/31/2005
06/30/2005
07/29/2005 .03773/share on 3,187.251 shares
08/31/2005
09/30/2005
10/31/2005
11/30/2005
12/30/2005
01/31/2006
02/28/2006
03/31/2006
04/28/2006
05/31/2006
06/30/2006
07/31/2006
08/31/2006
09/29/2006
10/31/2006
VANGUARD WELLESLEY INCOME FUND #(J27
06/25/2004 .21/share on 2,795.18 shares
09/24/2004 .21/share on 2,795.18 shares
12/17/2004 .24/share on 2,795.18 shares
03/23/2005 .19/share on 2,795.18 shares
06/24/2005 .21/share on 2,795.181 shares
09/23/2005 .215/share on 2,795.181 shares
12/16/2005 .253/share on 2,795.181 shares
03/24/2006 .20/share on 2,795.181 shares
06/23/2006 .22/share on 2,795.181 shares
09/22/2006 .23/share on 2,795.181 shares
VANGUARD SHORT-TERM FEDERAL FUND #(J49
06/30/2004
07/30/2004 .024001/share on 1,152.74 shares
08/31/2004
09/30/2004
10/29/2004
11/30/2004
12/31/2004
01/31/2005 .025452/share on 1,152.74 shares
02/28/2005
03/31/2005
04/29/2005
05/31/2005
06/30/2005
117.10
120.11
118.58
113.05
120.33
117.81
119.67
117.26
120.25
120.42
118.31
121.62
120.45
124.53
124.96
119.43
127.74
125.97
129.81
127.97
130.87
131.57
129.58
132.67
586.99
586.99
670.84
531.08
586.99
600.96
707.18
559.04
614.94
642.89
11.51
27.67
28.84
28.63
29.04
28.10
28.90
29.34
27.55
30.42
29.99
31.93
31.25
PAGE
4
.
.
REPORT OF INCOME CASH
COMMUNITY TRUST COMPANY TRUSTEE
FOR PAULA R PFEUFER CRUT
DATED 08/18/1998
ACCOUNT 2130119 FOR DATES 05/01/2004 TO 11/07/2006
07/29/2005
08/31/2005
09/30/2005
1 0/31/2005
11/30/2005
12/30/2005
01/31/2006
02/28/2006
03/31/2006
04/28/2006
05/31/2006
06/30/2006
07/31/2006
08/31/2006
09/29/2006
10/31/2006
VANGUARD 500 INDEX FUND #40
06/25/2004 .35/share on 209.72 shares
09/24/2004 .41/share on 209.72 shares
12/23/2004 .83/share on 209.72 shares
03/23/2005 .43/share on 209.72 shares
06/24/2005 .42/share on 209.724 shares
09/23/2005 .53/share on 209.724 shares
12/29/2005 .60/share on 209.724 shares
03/17/2006 .49/share on 209.724 shares
06/23/2006 .48/share on 209.724 shares
09/22/2006 .52/share on 209.724 shares
Total Dividend Receipt
TOTAL DIVIDENDS RECEIVED
2. CAPITAL GAINS RECEIVED
Short-Term Cap Gains Distrib
FED STOCK TRUST FUND #019
11/25/2005
FED MID-CAP FUND #151
11/26/2004
11/25/2005
VANGUARD EXPLORER FUND #024
12/29/2005
VANGUARD WELLESLEY INCOME FUND #027
12/16/2005
Total Short-Term Cap Gains Distrib
TOTAL CAPITAL GAINS RECEIVED
33.12
33.47
32.63
34.96
34.61
35.97
36.24
34.42
38.13
38.01
39.40
38.91
41.84
42.14
41.13
42.24
73.40
85.99
174.07
90.18
88.08
111.15
125.83
102.76
100.67
109.06
17,314.16
505.66
182.32
189.98
258.77
25.16
1,161.89
PAGE
5
17,314.16
1,161.89
.
.
REPORT OF INCOME CASH
COMMUNITY TRUST COMPANY TRUSTEE
FOR PAULA R PFEUFER CRUT
DATED 08/18/1998
ACCOUNT 2130119 FOR DATES 05/01/2004 TO 11/07/2006
PAGE
6
TOTAL INCOME CASH RECEIPTS
18,4 76.05
-- ---- INCOME CASH DISBURSEMENTS ------_" ""'Ilo<l"'"
3. FEES PAID - GENERAL
Trustee Fees - Regular
04/11/2006 FOR 1 MONTH(S) ENDING 03/31/06 -284.93
05/09/2006 FOR 1 MONTH(S) ENDING 04/30/06 -286.23
06/08/2006' FOR 1 MONTH(S) ENDING 05/31/06 -281.91
07/10/2006 FOR 1 MONTH(S) ENDING 06/30/06 -278.70
08/07/2006 FOR 1 MONTH(S) ENDING 07/31/06 -279.41
Total Trustee Fees - Regular -1,411.18
TOTAL FEES PAID - GENERAL -1,411.18
4. INCOME DISTRIBUTIONS
Unitrust Distribution
07/01/2005 BRUCE PFEUFER -3,707.83
PARTIAL DISTRIBUTION OF 2005 UNITRUST
AMOUNT FOR DEPOSIT TO WACHOVIA BANK
Check # 013609
09/30/2005 BRUCE PFEUFER -3,707.83
PARTIAL DISTRIBUTION OF 2005 UNITRUST
AMOUNT FOR DEPOSIT TO WACHOVIA BANK
Check # 014161
Total Unitrust Distribution -7,415.66
TOTAL INCOME DISTRIBUTIONS -7,415.66
5. TRANSFERS FROM INCOME TO PRINCIPAL
Transfer Income to Principal
03/31/2006 -1,499.25
06/30/2006 -3,609.64
09/11/2006 -282.64
09/28/2006 -609.64
Total Transfer Income to Principal -6,001.17
TOTAL TRANSFERS FROM INCOME TO PRINCIPAL -6,001.17
.
.
REPORT OF INCOME CASH
COMMUNITY TRUST COMPANY TRUSTEE
FOR PAULA R PFEUFER CRUT
DATED 08/18/1998
ACCOUNT 2130119 FOR DATES 05/01/2004 TO 11/07/2006
PAGE
7
TOTAL INCOME CASH DISBURSEMENTS
-14,828.01
INCOME CASH BALANCE
3,648.04
.
.
REPORT OF PRINCIPAL CASH
COMMUNITY TRUST COMPANY TRUSTEE
FOR PAULA R PFEUFER CRUT
DATED 08/18/1998
ACCOUNT 2130119 FOR DATES 05/01/2004 TO 11/07/2006
PAGE
8
BEGINNING BALANCE 0.00
------------- PRINCIPAL CASH RECEIPTS -----------
1. CAPITAL GAINS RECEIVED
Short-Term Cap Gains Distrib
VANGUARD SHORT-TERM FEDERAL FUND #049
12/31/2004
Total Short-Term Cap Gains Distrib
Long-Term Cap Gains Distrib
FED STOCK TRUST FUND #019
11/25/2005
FED MID-CAP FUND #151
11/26/2004
11/25/2005
VANGUARD EXPLORER FUND #024
12/23/2004
12/30/2005
VANGUARD TOTAL BOND MARKET FUND #84
12/31/2004
03/31/2005
VANGUARD WELLESLEY INCOME FUND #027
12/17/2004
12/16/2005
VANGUARD SHORT-TERM FEDERAL FUND #049
12/31/2004
Total Long-Term Cap Gains Distrib
TOTAL CAPITAL GAINS RECEIVED
2. CASH ADDITIONS
Cash Addition
06/1 0/2004 RECEIVED FROM SUNTRUST BANK; RETIRING
TRUSTEE INITIAL CASH TRANSFER
07/07/2004 RECEIVED FROM SUNTRUST BANK; PRINCIPAL
CASH TRANSFER
07/07/2004 RECEIVED FROM SUNTRUST BANK; INCOME
CASH TRANSFER
07/23/2004 RECEIVED FROM SUNTRUST BANK; FINAL
TRANSFER
Total Cash Addition
2.31
2.31
4,431.56
1,070.47
1,697.11
12.03
764.10
19.12
6.37
106.22
1,048.19
18.44
9,173.61
9,175.92
232,000.00
1,505.39
6,950.00
102.48
240,557.87
.
.
REPORT OF PRINCIPAL CASH
COMMUNITY TRUST COMPANY TRUSTEE
FOR PAULA R PFEUFER CRUT
DATED 08/18/1998
ACCOUNT 2130119 FOR DATES 05/01/2004 TO 11/07/2006
TOTAL CASH ADDITIONS
3. ASSET SALES AND TRANSFERS
Proceeds from Sale of Asset
FED MID-CAP FUND #151
09/28/2006 Sold 132.217 shares at 22.69
Purchased 06/16/2004
Long-term gain of 403.26
VANGUARD EXPLORER FUND #024
09/28/2006 Sold 51.793 shares at 77.23
Purchased 06/17/2004
Long-term gain of 543.34
VANGUARD PRIME MONEY MARKET FUND #030
06/18/2004 Sold 135,000 units at 1.00
Purchased 06/16/2004
No gain or loss
Exchange into various funds
VANGUARD 500 INDEX FUND #40
09/28/2006 Sold 24.368 shares at 123.11
Purchased 06/17/2004
Long-term gain of 443.80
Total Proceeds from Sale of Asset
TOTAL ASSET SALES AND TRANSFERS
4. TRANSFERS FROM INCOME TO PRINCIPAL
Transfer Income to Principal
03/31/2006
06/30/2006
09/11/2006
09/28/2006
Total Transfer Income to Principal
TOTAL TRANSFERS FROM INCOME TO PRINCIPAL
TOTAL PRINCIPAL CASH RECEIPTS
3,000.00
4,000.00
135,000.00
3,000.00
145,000.00
1,499.25
3,609.64
282.64
609.64
6,001.17
PAGE
9
240,557.87
145,000.00
6,001.17
400,734.96
.
.
REPORT OF PRINCIPAL CASH
COMMUNITY TRUST COMPANY TRUSTEE
FOR PAULA R PFEUFER CRUT
DATED 08/18/1998
ACCOUNT 2130119 FOR DATES 05/01/2004 TO 11/07/2006
- PRINCIPAL CASH DISBURSEMENTS -
5. ASSET PURCHASES AND TRANSFERS
Purchase of an Asset
FED STOCK TRUST FUND #019
06/17/2004 Purchased 662.633 shares at 34.71
FEDERATED INCOME TRUST FUND #36
06/17/2004 Purchased 3,006.79 shares at 10.31
FED MID-CAP FUND #151
06/17/2004 Purchased 1,629.328 shares at 19.64
VANGUARD EXPLORER FUND #024
06/18/2004 Purchased 164.819 shares at 66.74
Exchanged from #30
VANGUARD TOTAL BOND MARKET FUND #84
06/18/2004 Purchased 3,187.251 shares at 10.04
Exchanged from #30
VANGUARD WELLESLEY INCOME FUND #027
06/18/2004 Purchased 2,795.181 shares at 20.75
Exchanged from #30
VANGUARD SHORT-TERM FEDERAL FUND #049
06/18/2004 Purchased 1,152.738 shares at 10.41
Exchanged from #30
VANGUARD PRIME MONEY MARKET FUND #030
06/16/2004 Purchased 135,000 units at 1.00
VANGUARD 500 INDEX FUND #40
06/18/2004 Purchased 209.724 shares at 104.90
Exchanged from #30
Total Purchase of an Asset
Capital Gains Reinvestment
VANGUARD EXPLORER FUND #024
12/30/2005 10.114 shares at 75.55
Total Capital Gains Reinvestment
TOTAL ASSET PURCHASES AND TRANSFERS
PAGE 10
-23,000.00
-31,000.00
-32,000.00
-11,000.00
-32,000.00
-58,000.00
-12,000.00
-135,000.00
-22,000.00
-356,000.00
-764.10
-764.10
-356,764.10
.
.
REPORT OF PRINCIPAL CASH
COMMUNITY TRUST COMPANY TRUSTEE
FOR PAULA R PFEUFER CRUT
DATED 08/18/1998
ACCOUNT 2130119 FOR DATES 05/01/2004 TO 11/07/2006
6. FEES
Fiduciary Tax Prep Fee
05/10/2005
03/14/2006 FOR TAX YEAR ENDING 12/31/05
Total Fiduciary Tax Prep Fee
Trustee Fees
07/13/2004 FOR 1 MONTH(S) ENDING 06/30/04
08/10/2004 FOR 1 MONTH(S) ENDING 07/31/04
09/13/2004 FOR 1 MONTH(S) ENDING 08/31/04
10/13/2004 FOR 1 MONTH(S) ENDING 09/30/04
11/10/2004 FOR 1 MONTH(S) ENDING 10/31/04
12/10/2004 FOR 1 MONTH(S) ENDING 11/30/04
01/12/2005 FOR 1 MONTH(S) ENDING 12/31/04
02/10/2005 FOR 1 MONTH(S) ENDING 01/31/05
03/10/2005 FOR 1 MONTH(S) ENDING 02/28/05
04/11/2005 FOR 1 MONTH(S) ENDING 03/31/05
05/10/2005 FOR 1 MONTH(S) ENDING 04/30/05
06/10/2005 FOR 1 MONTH(S) ENDING 05/31/05
07/08/2005 FOR 1 MONTH(S) ENDING 06/30/05
08/08/2005 FOR 1 MONTH(S) ENDING 07/31/05
09/09/2005 FOR 1 MONTH(S) ENDING 08/31/05
10/11/2005 FOR 1 MONTH(S) ENDING 09/30/05
11/08/2005 FOR 1 MONTH(S) ENDING 10/31/05
12/08/2005 FOR 1 MONTH(S) ENDING 11/30/05
01/09/2006 FOR 1 MONTH(S) ENDING 12/31/05
02/07/2006 FOR 1 MONTH(S) ENDING 01/31/06
03/07/2006 FOR 1 MONTH(S) ENDING 02/28/06
09/12/2006 FOR 1 MONTH(S) ENDING 08/31/06
10/06/2006 FOR 1 MONTH(S) ENDING 09/30/06
11/06/2006 FOR 1 MONTH(S) ENDING 10/31/06
Total Trustee Fees
Legal Fees
07/13/2004 GATES, HALBRUNER & HATCH, P.C.
PLAN DOCUMENT REVISIONS; INVOICE 30048
Check # 011764
-425.00
-425.00
-850.00
-281.90
-283.00
-284.66
-286.57
-284.95
-289.10
-293.47
-288.00
-290.22
-287.56
-282.55
-286.75
-288.73
-288.46
-288.49
-284.80
-281.52
-286.07
-286.91
-287.82
-287.97
-282.64
-281.78
-286.01
-6,869.93
-403.00
Total Legal Fees
-403.00
TOTAL FEES
PAGE 11
-8,122.93
.
.
REPORT OF PRINCIPAL CASH
COMMUNITY TRUST COMPANY TRUSTEE
FOR PAULA R PFEUFER CRUT
DATED 08/18/1998
ACCOUNT 2130119 FOR DATES 05/01/2004 TO 11/07/2006
7. DISTRIBUTION OF PRINCIPAL
Unitrust Distribution
07/29/2004 PAID TO BRUCE PFEUFER PARTIAL
DISTRIBUTION OF 2004 UNITRUST AMOUNT
10/01/2004 PAID TO BRUCE PFEUFER PARTIAL
DISTRIBUTION OF 2004 UNITRUST AMOUNT
01/07/2005 PARTIAL DISTRIBUTION OF 2005 UNITRUST
AMOUNT
04/01/2005 BRUCE PFEUFER
PARTIAL DISTRIBUTION OF 2005 UNITRUST
AMOUNT FOR DEPOSIT TO WACHOVIA BANK
Check # 012994
01/04/2006 BRUCE PFEUFER
PARTIAL DISTRIBUTION OF 2006 UNITRUST
AMOUNT FOR DEPOSIT TO WACHOVIA BANK
Check # 014691
03/31/2006 BRUCE PFEUFER
PARTIAL DISTRIBUTION OF 2006 UNITRUST
AMOUNT FOR DEPOSIT TO WACHOVIA BANK
Check # 015193
06/30/2006 BRUCE PFEUFER
PARTIAL DISTRIBUTION OF 2006 UNITRUST
AMOUNT FOR DEPOSIT TO WACHOVIA BANK
Check # 015937
09/28/2006 BRUCE PFEUFER
PARTIAL DISTRIBUTION OF 2006 UNITRUST
AMOUNT FOR DEPOSIT TO WACHOVIA BANK
Check # 016454
Total Unitrust Distribution
TOTAL DISTRIBUTION OF PRINCIPAL
TOTAL PRINCIPAL CASH DISBURSEMENTS
PRINCIPAL CASH BALANCE
-3,780.75
-3,780.75
-3,707.83
-3,707.83
-3,609.64
-3,609.64
-3,609.64
-3,609.64
-29,415.72
PAGE 12
-29,415.72
-394,302.75
6,432.21
.
.
REPORT OF NON-CASH ENTRIES
COMMUNITY TRUST COMPANY TRUSTEE
FOR PAULA R PFEUFER CRUT
DATED 08/18/1998
ACCOUNT 2130119 FOR DATES 05/01/2004 TO 11/07/2006
--------- NON-CASH INCREASES --------------
1. NON-CASH TRANSFER IN
FREE RECEIPT OF AN ASSET
US SVGS BDS SER EE MATURITY 10/01/1996
0% 10/01/2016
06/09/2004 36,000 units
RECEIVED FROM RETIRING TRUSTEE -
SUNTRUST BANK
Total FREE RECEIPT OF AN ASSET
TOTAL NON-CASH TRANSFER IN
TOTAL NON-CASH INCREASES
25,411.51
25,411.51
PAGE 13
25,411.51
25,411.51
.
.
VERIFICA TION
On this _ day of December, 2006, James E. White, Vice President and Trust Officer
of Community Trust Company, Trustee of the Paula R. Pfeufer Revocable Trust dated January
21, 1998, as amended and restated, hereby declares under oath that said Trustee has fully and
faithfully discharged the duties of its office; that the foregoing First and Final Account consisting
of -2L pages, cover pages and exhibits is true and correct and fully discloses all significant
transactions occurring during the accounting period; that all known claims against the Trust
during the accounting period have been paid in full; that to its knowledge, as of November 7,
2006, there were no claims outstanding against the Trust except as provided in the Account; and
that as of November 7,2006, all taxes due from the Trust were paid.
COMMUNITY TRUST COMPANY,
TRUSTEE
Dated: December ~, 2006
~/JC~
t?!r James E. White
Vice President and Trust Officer
SWORN TO before me this
'b~ da ber, 2006
: (..,'
COMMONWEALTH OF PENNSYLVANIA
Notarial Seal
Teri L. Walker, Notary Public
Lemoyne, B<?ro, CU,!,berfand County
.~x.9ommlssfon Expires Jan. 20, 2007
\."....-:... ;:>""'1s\'lvilni!j Assnciation of Notaries
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IN THE MATTER OF:
THE REVOCABLE TRUST
AGREEMENT OF PAULA R. PFEUFER :
UIA DATED JANUARY 21,1998
AS AMENDED AND RESTATED
UNDER AGREEMENT
DATED AUGUST 18, 1998
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY
ORPHANS' COURT DIVISION
NO:
STATEMENT OF PROPOSED DISTRIBUTION
The AccountantlTrustee proposes the following schedule of proposed distribution:
TO: COMMUNITY TRUST COMPANY, CURRENT TRUSTEE
(1) $858.00 for Trustee's Commission for November 2006 through January 2007.
(2) $3,410.38 Trustee's Termination Fee calculated from November 2005 through
October 2006.
(3) $850.00 for preparation of CY 2006 and 2007 Federal and Pennsylvania Fiduciary
Income Tax Returns.
TO: LAW FIRM OF GATES, HALBRUNER & HATCH, P.C., ATTORNEY
(4) $2,920.00 for legal fees incurred for preparation of the First and Final Account
and Petition for Approval of First and Final Account.
(5) $475.00 for Orphans' Court filing fees, including publication, photocopying and
postage.
TO: BRUCE A. PFEUFER, BENEFICIARY
(6) $3,609.64 for the estimated quarterly unitrust distribution which will be payable
on January 4, 2007.
TO: FULTON FINANCIAL ADVISORS, SUCCESSOR TRUSTEE
(7) $275,244.19 representing the balance of the principal and income cash and
principal assets after the payment of the above-listed expenses of this Accounting.
The stocks, bonds and marketable securities will be transferred in-kind to Fulton
Financial Advisors, per its request.
End of Statement
-
..
AFFIDA VIT
COMMONWEALTH OF PENNSYLV ANlA
COUNTY OF CUMBERLAND
SS:
I hereby certify that on this
day of December, 2006, before me, the subscriber, a Notary
Public in and for the aforesaid Commonwealth and County, personally appeared the affiant, James E.
White, who acknowledged himself to be a Vice President and Trust Officer of COMMUNITY TRUST
COMPANY, Trustee of THE PAULA R. PFEUFER REVOCABLE TRUST UIA Dated January
21,1998, who being duly sworn according to law, he as such Vice President and Trust Officer, being
authorized to do so, deposes and says that, to the best of his knowledge, the facts averred in the foregoing
First and Final Account are true and correct and accurately state all the income, principal, debits and
credits which came into his possession as Vice President and Trust Officer of Community Trust
Company, Trustee of the THE PAULA R. PFEUFER REVOCABLE TRUST or into the possession of
any other agent(s) for said Trustee.
The affiant further says that he gave written notice of the foregoing First and Final Account and
Statement of Proposed Distribution to all beneficiaries, remaindermen and other parties interested in
THE PAULA R. PFEUFER REVOCABLE TRUST.
ATTEST:
COMMUNITY TRUST COMPANY:
u~~_
c-
ames E. White, Vice President and
Trust Officer
SWORN TO and subscribed before me this ~day of December, 2006.
COMMONWEALTH OF PENNSYLVANIA
Notarial Seal
Teri L. Walker, Notary Public
Lemoyne Bora, Cumberland County
My Commission Expires Jan. 20, 2007
Member. Pennsylvania Association of Notaries
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My Commission Expires:
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IN THE MATTER OF:
THE REVOCABLE TRUST
AGREEMENT OF PAULA R. PFEUFER :
UtA DATED JANUARY 21,1998
AS AMENDED AND RESTATED
UNDER AGREEMENT
DATED AUGUST 18, 1998
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY
ORPHANS' COURT DIVISION
NO: 02/-0LP - IOq U
NOTICE OF AUDIT
To the following beneficiaries and interested parties of The Revocable Trust of Paula R.
Pfeufer Under Agreement dated January 21, 1998, as amended and restated:
EXHIBIT A
(1) Bruce A. Pfeufer
17 North Hilltop Road
Baltimore, MD 21228
(2) The Pfeufer Family Foundation
c/o Bruce A. Pfeufer
17 North Hilltop Road
Baltimore, MD 21228
(3) Office of the Attorney General
A IT: Thomas M. Devlin,
Senior Deputy Attorney General
Charitable Trusts & Organizations Section
14th Floor, Strawberry Square
Harrisburg, PAl 7120
(4)
Fulton Financial Advisors
One Penn Square
P.O. Box 3215
Lancaster, PA 17604-3215
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Community Trust Company
3907 Market Street
Camp Hill P A 17011
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NOTICE is hereby given that the First and Final Account of Community Trust Company,
Trustee of The Revocable Trust of Paula R. Pfeufer Under Agreement dated January 21, 1998, as
amended and restated, and the corresponding Petition for Approval of First and Final Account
with Statement of Proposed Distribution, have been filed in the Office of the Clerk of the
Orphans' Court division of the Court of Common Pleas of Cumberland County, Pennsylvania, on
or before December 8, 2006, and that the clerk will present the same to the Court for
confirmation and audit on January 9,2007 at 9:00 a.m. Any person who objects to the
transactions shown in the Account and Petition and Statement of Proposed Distribution must file
written objections with the Clerk on or before January 9,2007 at 9:00 a.m., or the Court may
otherwise assume that no objections exist or that any objections have been waived.
A copy of the First and Final Account of the Trustee, the Trust Agreement, the Petition
for Approval of First and Final Account with Statement of Proposed Distribution are enclosed
herewith.
If you have questions concerning the enclosed documents, please contact the undersigned.
Date: December 8, 2006
By:
Lowell
PAI.D.
1013 a Road, Suite 100
Lemo e, PA 17043
Counsel for the Trustee
2
IN THE MATTER OF:
THE REVOCABLE TRUST
AGREEMENT OF PAULA R. PFEUFER :
UIA DATED JANUARY 21,1998
AS AMENDED AND RESTATED
UNDER AGREEMENT
DATED AUGUST 18, 1998
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY
ORPHANS' COURT DIVISION
NO: OV;~ IO?O
CERTIFICATION OF NOTICE
OF
STATEMENT OF DISTRIBUTION
To Clerk, Cumberland County Orphans' Court Division:
I hereby certify that written notice of the filing of this Statement of Distribution, and of
the date, time and place when the same will be presented to the Court for confirmation and of the
last day to file written objections to said Statement of Distribution, has been given to every
unpaid claimant and to every other person known to the accountant to have or claim an intere~n
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the estate as creditor, beneficiary, heir or next of kin. fj~~(") ~
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A copy of said Statement was included with the notice. :.E cr5 ~ co
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RUN R & HATCH, P:eii yt
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DATED: December L, 2006
en
Lowe R. Gates, Esquire
PA I . #46779
101 Mumma Road, Suite 100
Le yne, P A 17043
(717) 731-9600
(Attorneys for Community Trust Company)
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