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Home My WebLink AboutOC1970-0314 - ESTATE OF BAKER..'~~.:_. IN THE COURT OF COMMON PLEAS OF WASHINGTON COUNTY,PENNSYLVANIA ORPHANS I COURT DIVISION NO.3 I J+tJ-7 II!J '7 {) I WALTER H.BAKER SECOND AND PARTIAL ACCOUNT OF THE UNION NATIONAL BANK OF PITTSBURGH SURVIVING TRUSTEE UNDER IRREVOCABLE TRUST AGREEMENT DATED JUNE 18,1945 (THE WALTER H.BAKER TRUST NO.2) (SHARE OF JULIA W.KNISELEY NOW FOR THE BENEFIT OF JOSEPH DUNCAN KNISELEY,SON) TRUST NO.2735-B ., ,>BALANCE DUE -$62,486.32 '" .....II. o M~~_---...----"·~>·/~;'1oi~tfJr n/Wil/S'(; ~/~to{'i Co/mt,;',8,).', I,do ceTi'it:·,t/i,(t !!;'f'il![f (tri)~~{:::ty::!notice,to ittJ 1J~P8_1> '-ned Oft;:e Jii!"~.:)/!/,'~!,',')i::!i{/I !:u.Jf.!1i!Jl'1t in lila rF/f1n.n'7J1t ,Plll~'" ll'tJifJ&d by Statute rw,,!",'j;f/c of COiirt,({:.J eoide:;Otd.,by!'nf:Oop$.~of /iItHi 1:0 /'!o.(,3'-76-/6/0 . l'/'t 'I .~",I t I'Jl !::IJ..'rJirJ»•".."""...., "''''1 .'.-~i'-••"J'>~,.,~-'"~/~U~',"';..<....1'..'(.":lI ilL/ILia.,"~'.'1.1<f ..~....._._.._•••__ l'tf..;._.......,..:...~:~,w1lJ _, \, 1rQ1lM'1'740.& ...-",..... c:=>-"".""V ::z;;1::.. :.:0 ll"""""';l':J ~t'S /'1 0..':'::';..-...-..-~..... I r.pO ~::J::>rll ::0 C0 c-;c::=(;:;rZ-i ,..-r.- o !2:r-'~--l ~.~;-- '.::>~:C:~~--;::~::: g ::;:-~~; ..l""'7' -0 ,,-~-~'(f}9 .~~ /ii/'I,.nuw.eu w'~~-9·..·--·_..·--..jt'-,1,1 D'"I Wf'W/J1 flOOOlJllfl ~fI!8e.!fHt te titS Q..,rt J f ,[ivttmf/(lr;, Rex Rowland,Esq~G?~~..J Buchanan,Ingerso·l":b,~R'ot!i~~a.P,fl,r Kyle and Buerger 1800 Oliver Building Pittsburgh,Pennsylvania 15222 (281-0770) Of(r'IS-:;--S-S-k:- .( ;.. ~, 'it: f~~'.'f, ~ ~...,i?f." ?~,r'IW·.'",...;.. IN THE COURT OF COMMON PLEAS OF WASHINGTON COUNTY,?ENNSYLVANIA ORPHANS'COURT DIVISION NOo 314-,d-/1~7 0 WALTER H.BJ6(ER SECOND AND PARTIAL ACCOUNT OF THE UNION NATIONAL BANK OF PITTSBURGH SURVIVING TRUSTEE UNDER IRREVOCABLE TRUST AGREEMENT D~TED JUNE 18,1945 (THE WALTER Ho BAKER TRUST NO.2) (SHARE OF JULIA W.KNISELEY NOW FOR THE BENEFIT 0]' JOSEPH DUNCAN KNISELEY,SON) TRUST NO.2735-B December 31,1969 .(Date of death of Edward L.Stockdale, Co-Trustee -November 5,1969) -S U-M MAR Y SCHEDULE A PRINCIPAL ....PERSONALTY Receipts Page 2 62,486.32 \ From Income -Personalty I6/24/65 19.00 I,62,505 32 I I IDisbursementsPage21900I I I 62,486 IBALANCE,32 I I SCHEDULE B INCOME -PERSONALTY Receipts Page 3 3,669 38 Disbursements Page 3 3,669 38 "BALANCE 0 PO NET BALANCE 62,486 ~2 ,- The Balance Consists of the FolloWing:-, Principal -Personalty Stock Cyclops Corporation I 7,725 shares COIID!lon 62,475 19 -, - I Cash on hand 11 13 I I I62,486 32 I , L-______----------- j 17111 " WALTER H.BAKER SCHEDULE A PRINCIPAL -PERSONALTY RECEIPTS I Edward L.Stockdale and The Union National Bank ofIPittsburgh,Trustees Under Irrevocable Trust Agreement I i of Walter H.Baker,dated June 18,1945 (The Walter H. I 'Baker Trust Noo 2)Share of Julia W.KniseleyI The following awarded by Adjudication and Decree at No.127 of 1964 o.C.dated March 22,1965 by the Orphans'Court of Washington County,Pennsylvania Stock-- Universal Qyclops Steel .Corporation 7,725 shares Common 62,475 19 , Cash 11 13 62,486 32 I 'I From Income -.Personalty Account Amount transferred for Administrative Expenses 6/24/65 19 00 , 62,505 32 , ..........t:'"~.' DISBURSEMENTS Administrative Expenses 1 9 6 4 April 27 Clerk of Orphans'Court of Washington County, Pennsylvania 1/3 share Cost of filing Trust Agreement 5 00 Cost of filing First and Partial Account --4 00 19 00 , I , I I .1 'j -2- ..-- II .. . WALTER H.BAKER SCHEDULE B INCOME -PERSONALTY All Income received and Disbursements made to September 30,1969 (date of last Quarterly Statement) have been accounted for by Quarterly Statements rendered Joseph D.Kniseley,Guardian and The First National Bank of Miami,Successor Guardian for Joseph Duncan Kniseley,a minor RECEIPTS Income received subsequent to Statement ending September 30,1969 Dividend -Stock ''I'll'... 1 969 Dec.31 Qyclops Corporation Common 7,725 shares 12/30/69 DISBURSEMENTS Administrative Expense The Union National Bank of Pittsburgh Accountant's compensation Distribution Payment in accordance with Article III Sub-paragraph 4th of the Irrevocable Trust Agreement dated June 18,1945 The First National Bank of Miami,Successor Guardian of the Property of Joseph Duncan Kniseley, A Minor 12/31/69 Payment account Net Income -3- 3,669 38 73 39 3,595 99 3,669 38 COMMONWEALTH OF ~ENNSYLVANIA COUNTY OF WASHIN'GTON ",,. SS: J.DONALD PATTON,Senior Vice President of THE UNION NATIONAL BANK OF PITTSBURGH,the above named Accountant,being duly sworn acc?rding to law deposes and says that the disbursements shown in the account have bee::l made to the parties entitled thereto and that the account as stated is true and correct as he verily believes. Sworn and subscribed before me this ~o 't/.day of f"1A'~,1970.,-....:;..-------'-~....;;.....;..;;;;...;;::~--- REQUEST FOR DISTRIBUTION Notary Public ,CLAIR .It NEWTON,.NorilRY PUStlC PITTSBURGH.,ALLEGHENY COUNTY" M:'COMMJ~SION EXPIRES FEB.2i.i972 Accountant requests that distribution be determined by the Court in accordance with the Petition for Distribution to be offered i~evidence at the audit of this account. THE UNION NATIONAL BANK OF PITTSBURGH BY &e~ ",:(.. .....,.... T'~.., -I'-'~,'t") ','I, 0 .~~- and '1 ·"ll \0 e-."" r.~:..,..,'.;"~l·IU'l • )1 ..:~ PITTSBURGH.PA.15222 ORDER PETITION FOR APPOINTMENT OF INDIVIDUAL TRUSTEE No. ·Vid ,.0Q N0 U~NIH S'1 i~~ Slllli~.:10 UJ1S!:J::JeJ n,,,11 \':":."~,.I'];~('r"'j'1'l\""'.t If ,-I ,..1 •.;.....:•::~, Rex Rowland ~p!l...,I "<.,BUCHANAN.INGERSOLL,RODEWALD.KYLE8cBUERGER l 'I Hu (jl I1n·:OLi.....In..~ 1aoo OLIVER BUILDING IN THE COURT OF COMMON-PLEAS OF WASHINGTON COUNTY,PA. ORPHANS'COURT DIVISION IN RE: THE WALTER H.BAKER TRUST NO.2 (Trust Under Irrevocable Trust~greement Dated June 18,1945, Trust No.2735-B). \..' 1\ 4 '--- ": .,,~. P" IN THE COURT OF COMMON PLEAS OF WASHINGTON COUNTY,PENNSYLVANIA ORPHANS'COURT DIVISIOIT jI IN RE: THE WALTER H.BAKER TRUST NO.2 (Trust Under Irrevocable Trust Agreement Dated June 18,1945, Trust No.2735-B). PETITION FOR APPOINTMENT OF INDIVIDUAL TRUSTEE To the Honorable,the JUdges of said Court: YQur petitioner,The Union National Bank of Pittsburgh, by its attorneys,Rex Rowland and Buchahan,Ingersoll,Rodewald, Kyle &Buerger,respectfully represents: 1.Your petitioner,The Union Natio~al Bank of Pitts- burgh,is the corporate trustee under "an irrev0cable trust agree- ment dated June 18,1945,between Walter H.Baker,the donor, and your petitioner and Edward L.Stockdale ~s trustees. 2.The said Edward L.Stockdale diet November 5,1969. 3.Paragraph 2 of the said trust agreem::mt provides for the substitution of David P.Weimer as co-trustee upon the death of the said Edward L.Stockdale,but the said David P. Weimer is now deceased. 4.Paragraph 3 of the said trust agreement provides that in the event of the death of David P.Weirrer "a new individua· i trustee may be selected by the life tenant,Wi~a LeVan Baker, if she is then liVing,or if not liVing,then by a majority of the other beneficiaries who are of age,but in either case only with the approval of the corporate trustee then in office." 5.The said Wilma LeVan Baker is not liVing and the beneficiaries under the trust are Walter Baker ~eimer and Joseph Duncan Knisley. \7'\ 6.The said Joseph Duncan Knisley is not of age. 7.Paragraph 50f the said trust agreement provides: "If a vacancy occurs in the office of trustee,,whether individual I:i or corporate,and the beneficiaries entitled tel select a s1.;tc- I cessor as herein provided fail to do so within a reasonable time, or lack the capacity to do so because of.minorit~,the vacancy shall be filled by a court having jurisdiction over this trust on application of the surviving trustee." WHEREFORE your petitioner,The Union ·National Bank of Pittsburgh,surviving trustee,respectfully prays in behalf of the said Joseph Duncan Knisley that this Court appoint William G. stewart as successor individual trustee under the said trust agreement. -2- •. • IN THE COURT OF COMMON PLEAS OF WASHINGTON COlITITY,PENNSYLVANIA ORPHANS'COURT DIVISION [I IN RE: THE WALTER H.BAKER TRUST NO.2 No. (Trust Under Irrevocable Trust Agreement Dated June 18,1945, Trust No.2735-B). ORDER AND NOW,,1970,upon consideration of the foregoing petition and after hearing in open court,it is ORDERED and DECREED that William G.Stewart is hereby appointed as successor individual trustee for The Walter H.Baker Trust No.2.~~ ~&4gA<~/ LeMoyne Avenue Extension Washington,Pennsylvania July 31,1970 The Union National Bank of Pittsburgh P.O.Box No.837 Pittsburgh,Pennsylvania 15230 Attention:Mr.J.Donald Patton,Senior Vice President In re:\'lalter H.Baker,Deceased Trust Under Will for Julia W.Kniseley (now for the benefit of Joseph D.Kniseley #2992) Dear Mr.Patton: Under the Will of mw father Walter H.·Eaker and due to the death of 1t1ilma L.Baker on May 4,1963 and also the death of the Individual Trustee,Edward L.Stockdale on November 5,1969,I now have the right to name an Individual Co-Trustee and this letter is to advise you that I appoint vlilliam G.Stewart of 135 LeMoyne Avenu.e,l.oiashington, Pennsylvania 15301 to serve with The Union National Eank of Pittsburgh. Mr.Stewart is filing a separate Individual Acceptance as the Individual Trustee and this letter is to be attached with the Acceptance and is to be filed with the Court records. a::~:L-2J~ .Anne Baker Weinier The Union National Bank of Pittsburgh approves the appointment of William. G.Stewart as the Successor Individual Trustee and hereunto adds its approval. THE UNION NATIONAL BANK OF PITTSBURGH, Surviving Trustee Under the Will,Trust for Julia W.Kniseley,Deceased,now (Joseph Duncan,Kniseley,A Minor) B~~~ice·FreSident Exhibit "A" J ·,I·· Form for ~Trustee J 'rlitinn ~ur 1\ubit 11u wl1r (@rpl1aus·atnurt nf lIusqtuglnn aInunty Trust~of W8l.ter H.B.ake.r... "The Walter H.Baker Trust No.2" For.......S.har.~...9.;(...J.:Yl.i.a.J'lIt....Ku.;l.~~l~.Y.",...P..QJrl...t'.9.r....... benefit of Joseph Duncan Kniseley................................................................................................................................ minor-~ Filed at No J.J:4 of 19lJ:.7.9 Fiduciary..~h.~Y..g;t.\?P..w.~t.t.QD:~J:~W Qt.:P.i.t:t.sbJJrgh , ...~~~~~~~.~.~.~.~. Place of record Intervivos Docket of appointment.:w.a~b.itlgt.QJ.LQQl.mty:.,....f.~nnsy.ly.ania ~~~~~..:;h?J J9.4.~.. If there have been former accounts filed in this estate,list:No.127 of 1964 Orphans'Court (First and F1artial Account,Share of Julia V.Weimer (now Kniseley) .,Death of Edward L.Stockdale,Co-Trustee,on November 5,1969ReasonforfilIngthISaccount_ _. All persons having any interest,vested or contingent (including claimants),in the hmd now before the Court, with the nature of their interests are:...,. 1.The Union National Bank of Pittsburgh,Surviving Trustee,Ti:'us~for Joseph Duncan Kniseley (born 10/9/50). 2.Joseph Duncan Kniseley was married 1l/1f5/69 and now resides at ,9452 Southwest 77th Avenue Apt.R-6,Miam~,Florida 33133 By Order in the County Judge's Court in and for Dade County,Florida January 31,1969 as No.60025B,The First National Bank of :Miami was appointed Guardian of the property of Joseph Duncan Kniseley,A Minor,now terminated under Florida law byr-reason of marriage. Contingent Beneficiary If Joseph Duncan Kniseley is not·living at the a~e ~ftwent-one (21)and leaves no issue,distribution would.b~mad.e to Amv.Anne Weim...er Rit er and W :'B.Weimer 9r their issueAllofsaIdpartIeshavereceIvednotIceasreqinredbytheCourtRues(see Art~cle III,7 &;8) The fund now before,the Court is subject to the following taxes: Set forth any legal problems requiring adjudication by the'Court or difficulties that 'must be met in disJribution:• In accordance with Article I,Substitution of Trustees,of the :rrevocable Trust Agreement dated June 18,1945,upon the death of Edward L.Stockdale,Co-Trustee,David P.Weimer of 'Washington,Pennsylvania was named substitute Trustee.David P.Weimer died March 18, 1969 and The Union National Bank of Pittsburgh,acting in its capaeity as Surviving Trustee now suggests the appointment of William G.Stewart as Successor Trustee,Which matter is presented to the Court by a separate Petition. r Balance for distribution per account, " Principal $.62.,486•.)2.. Income $N.Qn~.. l Additional debits not shown in account: (Indicate whether income or principal) Principal Cash transferred from Income for Administration Expenses $7.87 Income Dividends -stock Cyclops Corp.Common 7,725 shares 3/31/70 -6/30/70 $7.338.76 Total additional debits $...7.1..~.4.~.63........................................... I Additional credits not shown in account: (Indicate whether income or principal) Principal: Administrative Expense Clerk of .Orphans ,Court of Washington County,'Pennsylvania Cost of filing Second and Partial Account $19.00 Buchanan,Ingersoll,Rodewald,IWle &Buerger . Attorneys'fee $312.00.331.00 Income:-Distribution -The First National B~Qf Miami •.Trustee 7 l8~11AdministrativeExpensesproper~y or JOsepIi uuncan KnlSe~ey , •.14 .78TheUnionNationalBankofPittsburgh-Accountants'compensation~a~h';transferred to Principal for Administr:~Rv~~enses..7.87 $7.338.76 .0 a ditlOnal credIts $7.,.669...7.6 . Balance for distribution Principal $g.?lJ.g.2.~19.._. Income $N.one._.._.. Total $f2Z".191 19 .. If the balance for distribution is not in cash,list items held in kind with carrying value designated,and if this is a distribution account,file elections to take in kind for all items so listed: • Principal-Personalty Stocks . Cyclops Corp. 7,725 shares Common Less amount due Accouptant for Administrative expenses ,., ~~,;d~. l• .: I " " 62,475.19 312.00 c~~;).63.19 1.1 ~i.~ This Indenture of Trust,executed ill triplicate this Hsth day of June, 1945,b~r and between WALTER H.BAKER,of the City of \'iashington,Washington County,Pennsylvania,.herein called the IIDonorll , TIiE UNION NATIONAL BANK OF PITTSEURGI1;a corporation organized under the laws of the United States of Americ~,having its principal office a~d place of business in the City of Pitts't?urgh,Allegheny County,Pennsylv~nia,and EDl'i_~,n.D L.STOCKDALE.of Allegheny County,Perulsylvania,herein called the "Trustees".. hbereas,the Donor desires to create an irrevoca~le trust to be kno~vn as liThe Walter H.Baker Trust No.211 ,of'the property hereinafter mentioned, and such additions thereto as are hereinafte~provideri for,upon the te~s and conditions end for the purposes hereina.fter set forth: Now,'therefore,in consideration of One Dollar to hill in hand paid and:the parties hereto declaring their intention to be legally bound hereby,the Donor does convey,assi.gn and transfer unto the said Trustees and their successors 'the property and securities set forth in Schedule "A"hereto attached and made part hereofjand the property and securities so transferred,togeth~r with such additions thereto as luay be iuade from t~neto t~ne,shall constitute the trust ~s'l:,ate. TO HAVE AND TO [{OLD all singular the above":'mentioned property <lnd securities,together ~jth any additional property and securities which iaay be added to the trust estate,unto the said lrustees and their successors,IN TRUST, NEVERTHELESS,for the follovling uses and p,urposes aJild subjEct to the'terms and condi~ions hereinafter set fortho I SUBSTI'IUT10N OF 'I'RUS'IE~: 1.There snall always be t.wo Truste~s in office to hold and manage this trust estate,one of the tr~ste~s to be an individual~and the other,a ~·1 ~I ",. corporate fiduciary.'The corporate trustee shall be a national bank or trust co:npany qualified to act as a fiduciary and having a capital of at least tl,oOO,OOO and a surplus of $500,000. 2.In event of the death,incapacity or ;resign~tion of Edward Lo Stockdale,the individual Trustee herein appointed,David P.Weimer,of ,'. Washington,Pennsylvania,shall,upon notice,fro.n the corf:orate trustee,be substituted in his place and stead if at the tiqe the said David P.Weimer is living,.is not in,capacita~ed and is willing to act as trustee. ).In event of the death,resignation or incapacity of David P. Weimer,a new individual trustee may be'selected by the life tenant,iiilJua LeVan Baker,if she is then living,or if not living,then by a.majority of the other beneficiaries who are of age,but in either case only with thl~ approval of the corporate trustee then in office. 4.Any corporate fiduciary acting as trustee ;llay be reiiloved on ninety (90)days;m4itten notice by the life ten~tp and a:'ter her death by the majority of the other beneficiaries who are of age,but in either case only with the approval of the individual trustee them in office.'Ihe person or persons entitled to reI/love the corp.orate trustee are also empowered to select a successor,but only with the approval of the individual trustee then in officeo 5.If a vacancy occurs in the office of trustee,whether individual or corporate,and the beneficiaries entitled to select a successor as herein provided fail to do so within a reasonavle tine,or lack the capacity to do so because of minority,the vacancy shall be filled'by a court having jurisdiction over this trust on application oi'the surviving trustee. 6.-'l'he Trustees herein designated or any substituted trustees shall have the right to r~sign on ninety (90)days'notice in writ.ing. 76 When a new trustee is selected by the beneficiaries in the manner hereinbefore provided,the beneficiary or the beneficiaries lliak:'ng the selection shall file with the other trustee then in office a proper instrlli~ent designating -2- ·- the new trustee and acco.apanied by his or its acceptance c·f the'office;and such instrument shall evidence the right of the new trustee to hold office and exercise the powers of'a trustee. II DUTIES AND POWERS OF TRUSTEES 1.The Trustees shall receive,hold and manage as a trust estate all of the property herein and hereby conveyed to the Trustees~together ruth any other property hereafter a.dded to the trust,and shall pay all taxes, charges,cmanissions and other expenses of the trust. 2.The Trustee are e:upowered to exercise,in their sole and absolute discretion,with respect of the trust estate as a whole before division th~reof,and after division 'with respect to each separate trust created or arising herel:lnder,every right,power,fJrivilege and discretion which the Donor himself could have exercised,or which could lawfully be exercised by any person ovming sirnilar property in his own right;and witho"lt intending to l~nit or restrict by implication in any way the generality of the foregoing grant of'pOllers,specific mention is :uade of the folloVii.ng powers ami.discretions: a.To retain the securities or ,other property h~rein anti hereby assigned and tra.nsfer~ed to the Trustees as long as they deem it advisable to do so notwithstanding such investiaents lack diversificatiol1. b.To invest and reinvest the principal of the trust estate in stocks,both CO.'llrnon and preferred,and bonds of corporationsand such other invest.llents as the Trustees dee.'1l advisable,VJithout li::ri.tation as to the aJ:lount that nay be invested in anyone security and without being limited to such investments as are authorized'for fiduciaries una~r existing law or·any other law hereafter made effective. c.To distribute as income all mvidends on stoeks beld in the trust, whether such dividends are paid in cash,in stock.or in kind,exce~ting only liquidating clividends paid pursuant to a complete liquidat::'on of a corporation, it being the Donor's intention that the intact value of.the imrestJuent in .~::.•..,.":..\....- ,. stocks need not be 9reserved;to detennine which receiptsJ otter than dividends, and disbursements shall be .credited or charged to principEJ.,'which si1all be credited or charged to incQne,and which shall be apportioned between princi~al and inco:ne c,nd the basis of such apportion:nentj and their uetennination in regard thereto shr;ll be final end conclusive on ell beneficiaries. d.To sell any securlties or other r->ersonalty meld in the trust estate for such prices,upon such ten1s GIld in such :narmer as the Trustees deem advisable,and to execute and deliver appropria~e instru:nents to consumlil~te the sale. e.To purchase or otherwise acquire real property Lnd to sell the same for such prices,upon such terms and in such :Janner e.s the Trustees uee;n advisable,delivering deec.s therefor with covenants of warra,:ty;and to use the general income or principal of the trust estate to pay carrying ch~rges of real property and for capital improvements thereon,if the Trustees deem it advisable to do so. f.To lease any real pro~erty held in the trust estate for such prices,upon such tenas ~d fer such length of t~ae as the Trustees deem advisable. g.To abCJ.ndon,compromise or submit to arbitration,on such terms as the Trustees deem advi.sable,all claims in favor of or aeainst the trust estate. ho To cause any securities which fro:n time to time ,nay be included in the trust estate to be rei:,"istered in their nanes as Trustees clereuncier,or in both of their nalles or anyone of their naines 'without designation of their fiduciary capacity,or in the names of their norJinees,or to taKe and keep the same unreg.i stered so that they will ?ass by delivery,rUlcl .all v:ithout thereby increasing or decre~sing their liability as fiduciaries. 1.To borrow inoney for any purpose incident to the conveniel.t ad~nistration of the trust estate and to execute notes,ronda or other obliga- tions therefor apd to pledge or ,nortgage any assets of the trust estate as security for su,ch loans. -4- .,....1 jo To vote in person or by proxy upon Gil stod:s or other securi-. ties;to sell or exercise .stock su"scription or conversion rights,:.lartici~ate in foreclosures,reorganizations,consolidations,mergers,li~uidations,pooling agreements and voting trusts and other corporate transactions of that nature, Clnd to delegate discretionary powers in connection therewith. k.To e'!1ploy counsel,arid the Trustees shall be fully protected in acting upon the advice o~:coun8el in matters pertaining to the trust estateo , 10 To exec~e and delivel'instruments or docu:uents 01'any kind or character needful or necessary to exercise the powers andriiscretions he ein conferred upon them., 3.In any situation in \mich the Trustees are required to divide the principal of the trust estate into parts or shc-Lres,or to distribute the sa'11e,they a.re hereby authorized to :nake division or distribution in kind,or partly in ki..Tld and 'pa.rtly in cash,and their judgment and deter,'!unation con- eerning the values for the purpos~of such d.ivision or distrib'ltion shall be binding und conclu~ive on all parties interested thereln,;>rovided the Trustees actin ~~od faith. 4.The individual trustee is hereby authorized ito delegate to the corporate trustee authority to exercise any power or discretion herein conferred on the Trustees or vested in the~by law,except the power to pay principal to the life tenant,or to the other bennfieiaries before the ti:aes fixed for distribution of their shares of principal,and the ~)ower to make di.vision of the trust estate;,and to this end to execute and deliver'f:-om ti.ne to ti;lle powers of attorney which may b~either g'eneral or li:J1ited :.n their scope as to tine and subject-matter.Any action taken by ~trustee 'under and ~ursuant to such power of attorney shall fully ttnd effectually bind the trustee who gave it jn the saine way as if he had acted directly;mid a':"l persons dealing with t!1e trustees in relation to the trust estate shall be entltlcd to rely on 'action taken upon nnd pursuant to sucn powers of 'l.ttorney tind be fully protected thereby. -5- 50 .All the powers and discretions vested in the Trustees originally appointed herein shall become vested in a~y successor trustee lor trustees duly appointed by the beneficiaries as herein provided or by a court having juris- dfction over the trust. 6.No trustee shall be held personally responsible to the benefic- iaries for any action taKen pr o:!'.itted b~i hi:n in the :r£nbfe;l~ent of the trust esta.te or for any error of judg:nent,pro".ided he has acted in good faith;Dnd no trustee shall be held responsible for any act or omission of the other trustee,\~11ether such other trustee is acting for him under a power of attorney or on his 'own behalf or in both capacitieso On clairns arising either out of contract or tort,asserted by persons other than beneficiaries aga~nst the trustees individually by reason of acts or omissions in the :a.a:w.gement of the trust estate,the Trustees shill be entitled to full indem.."lity out of the trust estate. III DISTRIBUTION OF li~£QME AIm PRII~CIPAL The Trustees are directed and empowered to disburse t.he income and principal of the trust estate.as follows: 1.'to pay to WILMA LeVAN BAKER,wife of the DOMr,during her life- the (she being referred to herein.as the life tenant),thz whole of the net income in convenient periodical installments,not less fre1uently than quarterly. 2~The.Trustees in their sale and absolute discretion are authorized to pay to ~ilma LeVan Baker,the life_tenant,portipns of the principal 'of the trust estate from t:L"ae to time when the income from this trust estate,and from the estate of her husband in event of his death,is d:lemed by them to be insufficient for her c~nfortable :aaintenance and support;it being the intention --;- of the Donor th~~the life tenant shall be the paranount b=neficiary. 3.On the death of Wil;na LeVan Baker,the life tenant,the Trustees shall elivid~the principal of the trust est~te then re:rLaining in their hands into as many equal shCLres as there are then livi.nj~childre:1.of ANNE BMEii viEliiffi b .' -6- daughter of the Donor,and deceased children vnlO leave iS5~e living at the death of the life tenant.The then living issue of deceased children of Anne Baker Weimer shall take per stirpes the shares to which t~leir parents ,would have been entitled if living.Each share shall be held and a~ninistered as a separate trust estate. 4.During the ari,.nority of any beneficiary who t.akes under sub- paragra.ph .3 ?bove,1?he Trustees shall disburse the net inc·:>:ne of each benefi- ciary's share to or for the use of the beneficiary without the intervention of a'guardian.Such payments Clay be made for the account '"Jf the beneficiary to the parent or parents of the,beneficiary to be disburse:i by them annucl.ly for maintaining a home for the beneficiary and for his or ;1er support, welfare and education.All payments :nade by the 'frustees pursuant to th~ provisions of this paragraph shall constitute a full acqui:,tance to them. 5.~~hen each of the beneficiaries who take unde:=-subparagraph .3 above attains the age of twenty-one (21)years,the Trustees shall pF:y the net income of each beneficiary's share to him or her. 6.\'Jhen each of the beneficiari.es who take under subpc:rugraph 3 above attains the Flge of thirty (3D)years,the Trustees shall pay to the beneficiary one-third of the principal of his or her,share;one-third when the beneficiary atta.ins the age of thirty-five (35)years;and the re:r.cining one-thi~d when the beneficiary attains the ase of forty (4(')years. 7.If any beneficiary who takes under SUbrxiragruph 3 above dies before he or she hcs received distribution of princi~al in fUll an~leaves issue surviving him or her,the undistributed share of the principc::.l of such deceased heneficiary shall forth'with vest in his or her surviving issue,but be held in further trust until the surviving issue respectively attain the Gi;e of tVlenty-one (21)years,'.'1hen the principal shell be ;;<:.io to them. turi.ng the !:linority of such survi.ving issue,the Trustees £11011 !-wy tIle income to or for their use without the intervention 'of a guar~Lan. 8 0 If any beneficiary w'no takes under subpara~ra'ph :3 above dies -7- .',,'" before he or she has received distribution of principal in full and leaves no . issue to survive,the undistributed share of principal of such deceased benefi- ciClry shall go per stirpes to increase the separate trusts of the otiler benefi- ciaries and the S!HireS of beneficiaries then living who heve theretofore received distribution in full of principal;.and so on irora time to time as deaths :11ay occur. 9.If all the beneficiaries who take un~er subparagraph 3 above should die vii.thout leaving,issue before they ha.ve receiveo distribution of principal in full,such undistributed p~~ci~al s;~forthwith be distributed . to the next of kin of the Donor in accordance with the intestete laITs of Per.nsylvania then in effect. 10.After the death of the life tenant,the Tru.stees in their sole and absolute discretion are auth~rized to pay to or for the use of any beneficiary portions of his or her share of principal before the times fixed for distribution of principal,whenever the Trustees are of the opL~on that the income from the beneficiary's separate trust 'and the beneficiary's other.. resources are i~sufficient for his or her general welfare and needs.If the beneficiary is a minor,pa~nents of principal sh~l be mate without the intervention.of a guardian in such manner as the Trustees deelll advist:.ble. IV MISCELLANEOUS PROVISIOl'JS 1.'The 'Trustees are authorized and empowered tc receiva gifts of additional pro,?erty and securities from the Lonor or from My other person;.and upon the acceptance of such gifts by the Trustee~,the property and secu;rities received shall be held by them as a part of the trust estate,subject to all the terms and conditions thereof. 2.The Donor hereby rehounces all right to exeI'Cise control of any kind or character with.respect to the 'Irust~es or the Itrust,estate. 3.The Donor hereby releases any rights f}f'reversion to any interest in the trust estate which Jaight or could accrue or result to him under the -8-. provisions of this trust agreement" 40 No bond shall be required from 'any Trustee serving under this Indenture0 50 The Trustees shall hold the'Trust estate as avfllole before division thereof,and the separate.trust estates after division,so that neither the principal nor the income a,rising therefrom,nor any part thereof,shall or may at any ti:ne be liable or subject in any ,nanner whatsoever to the control, .. engagements,debts ox:liubilities of any beneficiary entitled to receive principal or income hereundE1r;nor shall the principal or income of the trust estate be liable to attachment by garnishment proceedings :>r other legal process;nor shall any assignment or order,either of principal or inc~ne, given by any beneficiary be valid.;but the principal and income pa;};able to any beneficiary shall be paid by"the Trustees direct to or for the use of the beneficiary entitled thereto,without regard to -~assignment,order,attach- ment or claim'whatever;and'all'cf the principal 2nd inCOIll~shall remain a part of the trust estate until Pe:Ld over directly to or fo::'the use of the respective beneficiaries as the parties entitled theretoo 60 Upon retirement of a trustee by reason of death,resignation or removal,the surviving tru,s~ee is clUthorized to give a full acquittance to the retiring trustee or his legal representatives,without the filing of ~~account and court confinn~tion and audit thereof,and w~thout notice to the beneficiaries who are of age and vd.thout the appointment of a BUaraian or trustee ad litem to represent :ninors ana contingent interests,and such acquittance shall be binding and conclusive on all benefic~aries. -9-' .. •\".~:\.1.', ;, IN WITNESS WHEREOF"the Donor has hereunto set his hand and seal and the Trustees have duly executed the s&ue to evidence Uleir acceptance of the trusts herein createdJ the day and year first above ~Titteno Witness:. AGNES B.COCHRANE Attest: L.F.MASON Assistant Cashier Witness: ELEANOR G.BRAUN STATE 0F Pf1IJNSYLVANIA ).. COUNTY OF A1LEGHF1~Y ) SS: __..:.:.:WAL=·::.::,TER='~..:.::.;H,,:;.....:;BM;.:.;···;::KR::....._~(SEAL) Donor 'Hili UNION NATIONAL BlINK OF PITTSBURGH By &i.l'IH N.V'vH1T~mRIH Trust O:f!icer EDWAr""JJ L.S'IOCKLALE (SEAL) Trustees On this .18th day of Jun.J:!,1945,before me,the undersigned Notary Public,personally appeared WALTER H.BAKER,known.to 11e to be the person whose name is subscribed to the within instrwnent,and .acknowledged that he executed the s~ne for the purposes therein contained. In Witness 'Whereof,I have hereunto set my hand and official seal. AGNES B.COCHr(A.~E "Notary Public iJ.y COlll:rds~ion expires: APr:~~3,1947 -10-= ~--------- I • I •~..~ SCHEDULE "A1f 10,000 shares Universal-Cyclops Steel Corporation C~llinon Capit.al stock,~~l.OO par valuejl Certificc.te NOSQ 0576 to 0585 inclusive for 1,000 shares each "..- Set ~orth accountan~s suggestion a~to manner ~d form o~distribution to be made,3.wards to be stated in pro- portIOns unless specIfic amounts or Items are desIgnated by mstrument under which est£.te is being distributed: In accordance with~Article I,Substitution of Trustees,of the Irrevocable Trust Agreement dated June 18,1945,if your Honorable Court approves the appointment, the Balance for Distribution is to be Decreed to William.G.Stewart and The Union<?National Bank of Pittsburgh,Trustees in Trust for Joseph Duncan Knise1ey :subject to further AdministFation and account~g. Joseph Duncan Kniseley,party in interest,is not in the Military Services of the United States of America. 'Wherefore,your F1etitioner prays Your Honorable Court to confirm the account as filed and award the balance for distribution,both securities and cash comprised of principal and income cash on hand,to William.G.Stewart and .The Union National Bank of Pittsburgh, Trustees,for further Administration and order of Your Honorable 'Court• ., ., Allegheny COUNTYOF~~ COMMONWEALTH OF PENNSYLVANIA, The above named Fiduciary or representative thereof b'd I sworn 'emg u y doth depose and say that the facts set Wrth in the foregoing petition are true to the best of ~~knowledge and belief. .§}l.Q.r.t\to and subscribed before me This 2.L~day .Of..~191g.. Signature .Qf OffiCeI :.QP~..:A.'t.~...... ....1"'-\"' Title of'Officer -:.C.!A!R:A,.rm'!.T.9.~/..~.9.mRX..el.!)RJ.C . PITISBURGH,ALLEGHENY COUNTY Office expires ~~..~?~~.~~~~~.~..~~.~.~~~~..~~~:.~.~:.J~!.~. And your petitioner will ~ver pray,etc. The Union National'Barjc of"Pittsbtirgh,·Sur:vIVJ:iig·..Tru·stee ·..··_·..· · · · ·.. By (I).1/1.,,~~~.1t&....·........·..(/..~~~i'ce ..P.f~staeri.t ....··....··....····.. " •4 " '.1 I I I!'\ =;;. ~. ;;:"... ;.,'";I;:.~.o-'~ '..J..-.~~,.2 ~..J. .".~~...r."-'-,".:..-.:-:-.." -:'-~ -'.".. \:; _:":".l~'~_'-I:.I.:: "- -.:'~. ~ ~';':.:.-~- .' , :-.:. 1-.~ , .:-: :~'t-;....-........:..:.~:.: '.. t •.'........ '..;~J .,.':)t " IN HIE f".~..)'. No J.1.4 ~f.195...7.0..I:' 'rtitiou @iur 'J\ullit ORPI-IANS':'COURTI' OF WASHIN6110N COUNTY l "..) . . , 1 ~ FORM USED FOR GUARDIAN+-INCO~ETENTS .-OR TRUSTEES"'. • ESTATE 9F...W9:.~y..~:r;:H.~:§9.-¥.~;r;:,:.. ..··:io.P.:t:~M;?·t.·,·..··:·:· . ~, FOR....J.l!J..t9.:~..w..~:Kffi.e!?J.~y.p.QW f..Q;r.... }?~.~!:l:!?~;j,.t.:....Q.:t:.o.•.J..Q.e.~P.4....p.W1Gg,n...KP.i.s..e.l.ey.....'minor-i~ ~9-.~....y:~.p..~....N.9:.tJ:.9.!:l:§..l...J?.~M....QJ....p';i,.t:t.s.b.urgh, Surviting Trustee .~...•;,.; o,J ':, .... .'. ...J Counsel for ··'the accountant"shall submit herewith the ,following,~if pertinent:-..:,. J '. 1.Will or'trust instrumenf-attest~d. 2.Inventorx.). 3.Signed elections of it"e~s to 'be taken'in kind-· if distrib.i,Ition account.' 4.Stipulati~n or !1ertificate by minor approving account.•, 5.Praecipe~or those represented. 6.Brief-foj'any question of law raised. Rex Rowland,"Esquire Buchanap,Ingersoll,Rodewald,Kyle....and Bu~;t:.g.er .. 1800 01'::'"Counsel for accountant.lver BUlldinp' ~2Pittsburgh,Pennsylvania ·15222 ,'. ,. ~... '\1d "00 NOl~N\H$-qft' Slllr,'\.10 'tEllSl~3tl oN\'d 'l;{t!113SS ntl B0 ~Ud~1 ~n~0L~ If a;:"'w -1 I j'.;it ~...J ''''... ----_._------ J ~n t1Jt Q!nurt nf Q!n'mmnn 'lru.a nf lIus4ingtnn atnunty f Jtnnsyl1tu~iuf ®rpqnns f Qrnurt 13itrlsinn ESTATE OF No._--=3=14=-o=-=f:...=,,19:-l,7-=..O _ Walter H.Baker,Trust #2 In the matter of the Second and Partial Share of Julia 1'1.Kniseley now benefit of Joseph Duncan Kniseley, Account of The Union National Bank of Pittsburgh,Successor Trustee son. ,ADJUDICATION AND DECREE And now August :(cf ,19~,this matter came on for hearing, audit and distribution at this session and testimony taken;and thereupon,upon due consideration thereof the balance for distribution in the hands of the Accountant is determined to be $62,163.19 and the account is accordingly confirmed;and it is ordered, adjudged and decreed that the said balance be paid out by the Accountant in accordance with the schedule of distribution hereto attached and made a part hereof,unless exceptions hereto be filed sec.reg.or an appeal be taken herefrom sec.leg. SCHEDULE OF DISTRIBUTION Balance per account _ Additional debit asked at audit Additional credit asked at audit 7346.63 7669.76 $62,486.32 $69,832.95 Bolance _$62,163.19 No balance 25.00DeductClerk's Costs &Receipts 1 Attorney Rex Rowland for Buchanan,Ingersoll,Rodewald Kyle and Buerger Russell Marino,Clerk O.C.,costs filing Petition for Appointment of Successor individual Trustee, William G.Stewart and The Union National Bank of Pittsburgh,Penn'a,Trustees for Joseph Dlmcan Kniseley in Accordance with the Irrevocable Trust Agreement dated June 18,1945,for further Administration and accounting, including Principal Personalty of 7725 shares Common stock of Cyclops Corporation at $62475 19 less amo\U1t due Accountant for Administrative expenses of $342.00 31 0 ~~ ...:J Z ~n tr p 0 ----ty a.c (l) y.+•.:J 3 /113 ~(l)... 0 0 0......=t_.(l) ~ ., ~0 ~ ... -'... ·t b :T ::: (l) N ~~ ~~~ '-.~ 00c::::>c.1)0 <: .z -l a.. .::r ~--..l f-3::=0.,...-.,let (..")-- '"c....r~.'-'- tr"\'..".:1_Z "0~:::.t)cb --I:::::I- LL~"-J "0"::.0 «~, v~.,,.y-~ !/J .~ t..::)(/)- "$'~U)--:z:: ~c::x:.-(.9 (/).,.-' !J::W <tc::::>r::~r---... ,I [I J IN THE COURT OF COMMON PLEAS OF WASHINGTON COUNTY.PENN • ORPHA NS I COUR T DIVISION are the las t seven on the audit list,we would like to reqt1est that th se,. IN RE: WALTER H.BAKER Trust #2 Share of Julia W.Kniseley now for benefit of Joseph Duncan Kniseley,son. No.314 of 1970 ) ) ) ) ) ) ) ) Yes.sir.With regard to the Baker Trust~,which Yes,sir. Wednesday,May 20,1970,at 10:00 o'clock A.M., EDST. Mr,Rowland,did you have a motion for the Cou t? REX ROWLAND,ESQ.,of Pittsburgh,All@'gheny County,Pa.,representing the A ccountantt. HEA RING ON AUDIT Is Mr.Rex Rowland present? THE HONORABLE P.VINCENT MARING;Judge of the said Court. BEFORE: MR.ROWLAND: MR.ROWLAND) THE COURT: THE COURT: TIME: A PPEARA NCES: -r,- ",e ~z c(>oJ>-UI Z Z /IIII. i0I-l!lZ % IIIce~ ,"-.;:....tiii: ;..I-UI I -.QeoJceU Q ;:)., %~w aill:IIIl-ll:0II.IIIll: l-ll:;:) 0u oJceU ii:II.0 be postponed to a later date for this reason:we had intended to fil our Petition for Distribution at this time on the grQuncl.that the individual trustee in those trusts had died and a new one needed to be appointed.We had talked with the beneficiaries about this and a II 2 successOr trustee.Mr.Patton,the Trust Officer at the bank,is handling this trust,is now away,but he will return shortly and we think thatupon his return and upon further discussions with the beneficiaries we will be able to ~gree'upon who shall be the succesSOr tr6S!tee.And therefore,we would request a continuance.Now Mr. Patton advised me that Your Honor had suggested June 15 as the Ritter,representing one of the trust beneficiaries,and Mrs.Ritte date:for the continuance.But since-that time,I talked with Mr. zg has a difficulty with the school problem down in Florida,in that t'z~children are not out of school until close to the 15th of June,and OIl3: ti she would prefer it to be some later date if at all possible without ~Ulc throwing it over into the fall term of Court....OIl~THE COURT:Did you have another suggested date,Mr.Rowla ? :::l., :z:~MR.ROWLAND:Mr.Ritter is present.Is there any date you :!z OIl (1g. zZIIIII. \ J II,Ie I IiE suggest,Mr.Ritter? oII.~MR.RITTER:No,sir,no specific date;just 1'ater in the month f ~:::l8 June....OIl~THE COURT:Would two additional weeks be sufficient if we II.o fixed it for June 29,Monday,June 29? MR.RITTER:Yes,sir. MR.ROWLAND:Yes,sir,that would be satisfactory. THE COURT:Very well.All of the Baker Trusts listed today will be continued to June 29,1970 at 10:00 o'clock A.M.Presently we will inquire whether there is anyone in Court interested in thes ----------------------------~--..... (I 3 matters.Is tp.ere anyone in Court tat this time interested in any of the Baker Trust~? _ •THE COURT: '.A.M. (NO -RESPONSE) They-will all be continued to June 29 at 10:00 OIC ock The Coregolngrecord of the proceed1Dga UpCD the bearing of .,'-.~ the above cause ia hereby approved and directed to be filed.,'- (AUDIT CONTINUED,)- I herebl certify that the proceedinp and -evidenc~are contain d- ~ii:~Q oJ0( § Q:J"":r:~N uiII:~fully and accurately in the note.~en by me on the heartngo!the.above~._.. II.III 0:ctUile.-and that this'copy 18 a correct t~:>ou oJ«ij iL~ ~z«>oJ~Z Z IIIII. Zot-elZXUI~ • • I ~,j, 1 ,.-. r;! ;""!~~':_~•,i ,. ) IN THE COURT OF COMMON PLEAS OF WASHINGTON COUNTY,PENNA ORPHANS'COURT DIVISION of 1970.This is the trust of Walter H.B",ker known as "The Walt r No.314 of 1970 } ) } } } ) ) ) } th.e~:share of Julia W.Kniseley,now The next Petition is Petition in Number 314 Monday,August 24,1970,at 10:00 o'clock A.M.,EDST. THE HONORABLE P.VINCENT MARINO, Judge of the said COurt. REX ROWL:8ND,ESQ.,of Allegheny County, Pa.,representing the Accountant. HEARING ON CONTINUED AUDIT H.Baker Trust No.tw,o, ROWLAND: IN RE: ~lTRTIST·.OF uiII:IIIt-o:oII.~MR. t-o::)ou...cl:ij ii:II.o ~uii:t-Ulc APPEARANCES:...cl:ij C:) "l :I:5TIME: WALTER H.BAKER, I Trust No.2 Share ofiJuliaW.Kniseley now fOr benefit ~of Joseph Duncan Kniseley,son....>-UlZZIIIII. iot-elZX~BEFORE: ~ ... for the benefit of Joseph Duncan Kniseley.Under Article I of the Trust Agreement dated June 18,1945,upon the death of Edwa d L.Stockdale,Co-Trustee,David P.Weimer of Washington,Pa. was named substitute trustee.David died March 18,1969 and the Union National Bank of Pittsburgh,acting in its capacity as Surviving ']i-ustee,now ra:e!l:itions the Court fOr the appointment 2 of William G.Stewart as SuccesSor Trustee and this matter we he ve put into a separate petition,You r HonOr,in which we petition You'!" HonOr under the Provisions of the Trust Agreemebtttoapp'lGint William G.Stewart as SuccesSOr Trustee and this Ipetition is pres ented by the bank.acting on behalf of Joseph Duncan Kniseley.who is a minor.And under the Trust Agpeement the bank is empowere j to act in behalf of any minor beneficiaries in this regard. ~z~Ul~THE COURT:Now has Mr.Stewart accepted that apPOintmet? i MR.ROWLAND:.The acceptance by Mr.Stewart,we have been ssurJ IIIz~by Mr.Stewart that if the appointment is made by YOur HonOr.he ~ ti will accept it and at that time we will obtain an acc~ptance from iii:I-~Mr.Stewart...c~THE COURT:Now how about the matter of a possible confli(t ;) "t of interesttthere ? ai~MR.ROWLAND:We have the same situation.YOur HonOr.in ll:oII.~that there are shares of Cyclops COrporation in this trust.And l-ll:5 the same possibility exists and Joseph Duncan JKniseley has beenu ~ ij advised of this.He is 20 years old and almQSt 21.So he knows w ratii:II.o the situation is. THE COURT:Well.why would the bank propose the appointn ent of·Mr.Stewart with that possible conflict of interest looking at us? MR.ROWLAND:Well.in order not to get a host of trustees her e handling the same.what is.in effect.the same corpus.we thoug t of this matter and advised Mr.Joseph Duncan Kniseley that he w s 3 free to appoint someone else.But he decided that this would be the best procedure to keep from having a multiplicity of trustees h re. 1 If we had a COrporate trustee and a dividend trustee in each trustJ we would run up OUr administrative expenses and make it mOre him. And we have also discussed this matter with his counsel who repr sents ~THE COURT:Of courseJ Mr.Kniseley is still a minOr. z.J~ )0 MR.ROWLAND:Under Pennsybvania lawJ yesJ sir.But he alz Z~lives in FlOrida and under :Florida law he has reached his majori y. ioI-eIZial; r· upon the hearing of the Very well. I present the petition in 3L~of 1970J YOur Ho (Proceedings Closed). The fOregoing reoord of the ~III ai~I hereby certify that the proceedings and evidence are contained lI:oL~fully and accurately in the notes taken by me on the hearing of the above l-ll:::J8 cause,and that this copy is a COrrect transcript of the sa me . .JctUii:ILo tiii:THE COURT: I-alQ~MR.ROWLAND: .U Q ::J., , above cause is hereby approved and directed to be filed. J./ WALTER H.BAKER THIRD A}IDFINAL ,ACCOUNT OF WILLIAM G..STEWART,SUCCESSOR INDIVIDUAL TRUSTEE AND THE UNION NATIONAL BANK OF PITTSBURGH SURVIVING TRUSTEE UNDER IRREVOCABLE TRUST AGREEMENT DATED JUNE 18,1945 (THE WALTER H.BAKER TRUST NO.2) (SHARE OF JULIA W.KNISELEY NOW FOR THE BENEFIT 0E JOSEPH DUNCAN KNISELEY,SON) TRUST NO.27J5-B ~."'-.".1 ..·t\~;. ~:0~/~~/Y7() IN THE COURT OF COMMON PLEAS OF WASHINGTON COUNTY,PENNSYLVANIA ORPHANS'COURT DIVISION NO. ,0'l ':.:.....---(~~<I .. )-, .~~q,;\ ." ,- .;,- .:'_' :,~~....:..:; ",.~..... ".: c·:::.":':" ~~ < ~". <':,~i~~:{~.~~-z"~~t .;.?r.t..-::. t:l.v ~j~_~t...:::.:~... o ~~~~:j~ ~Q..c:·~ W:::C -'.J e.::'"',.---.~"---.j <t!,-;,~ ~'~,~~~~~;~. ~.!i ~.;'~~.i~~! ,~-:ii <:> ~::)~ tc:;~~ ~lI::~ """-<:~~~~..~:"'~?\;..~.-~ .....~'"ti" ~I1st 'j'-, f~ ;:} ~~ N~~•e,,-•is'-.. ~;~-- ~.:,'\"r\:. Cl l2;":(?1~....1.:::.'):....-~;: ~l! III 'I B~:J.ANCE DUE ${~2,475.19 ...or.;....~..,J ,.......;..--~..,"............ril ~ rf/ \1. rollM 1'40.10. 8Xr:;1-5r&~t{S~ ~.r -(f)::::;~~_{n (').:::.. ~f:i ~,::~~:.~~ C:-'>c'<,.-J,,..':..~i ~~':=' ;.,,;u fliiW,rru @~"1t.Lw~b ,.._~.."'1 1>(f).'~{~he w;thln acoou",r .'6Hlf6ifcea ra rife Co .""wnfjr",arlOfl. .~~ QI¥I;Rtp.r "nd (Up,,1-n,n Rex Rowland,Esquire Buchanan,Ingersoll,Rodewald, Kyle and Buerger 1800 Oliver Building Pittsburgh,Pennsylvania 15222 (281-0770) '" " I :~ .:~-,,?~.~...~!jt; • ..1 r I \'"~li("/]I • .'W':;""<,'•~ ,,, IN THE COURT OF COMMON PLEAS OF WASHINGTON COUNTY,PENNSYLVANH ORPHANS I COURT DIVISION NO. WALTER H.BAKER THIRD AND FINAL ACCOUNT OF WILLIAM G.STEWART,SUCCESSOR INDIVIDUAL TRUSTEE ANJ THE UNION NATIONAL BANK OF PITTSBURGH SURVIVING TRUSTEE UNDER IRREVOCABLE TRUST AGREEMENT DATED JUNE 18,1945 (THE WALTER H.BAKER TRUST NO.2) (SHARE OF JULIA W.KNISELEY NOW FOR THE BENEFIT OF JOSEPH DUNCAN KNISELEY,SON) TRUST NO.2735-B SUM M A-R:Y" SCHEDULE A'_. PRINCIPAL PERSONALTY December 31,1971 (date of 21st birthday of Joseph Duncan Kniseley, October 9,1971)F==-=-=t=--=--=--=-==========,===:=========':i::::'=====:====~~~~~~==;===;:=:::.:;;;,,:;;.:; Receipts ,Page 2 From Income -Personalty 4/1/70, 1/6/71 and 12/31/71 Disbursements Pages 2 -3 62,486.32 1,9'54.37 BALANCE -Ii 64,440 691 1,965 50 I l____-I-~, 62,475 9 SCHEDULE B INCOME PERSONALTY Receipts Page 3 BALANCE, Disbursements Page 3 To Principal -Personalty 12/31/71 2,258.00 1,604.50 3,862 50 I I o 00 i ! NET BALANCE 62,475 19 The Balance Consists of the Following: Principal -Personalty Stock Cyclops Corporation 7,725 shares Common 62,475 19 WALTER H.BAKER TRUST I I I I i I ! I II! iII11IS! ,I I1----11 II62,486 132 : I Ii, I 1,954 !}'1 ; I ' :IIi---64-,44-0i-169--ii \ 62,475 Cash Stock Cyclops Corporation 7,725 shares Common The Union National Bank of Pittsburgh,Trustee Under Irrevocable Trust Agreement of Walter H.Baker dated June 18,1945 (The Walter H.Baker Trust No.2)share of Julia W.Kniseley now for the Benefit of Joseph I Duncan Kniseley,Son . Awarded by Adjudication and Decree at No.314~of 197C dated A~-ust 28,1970 by the Orphans'Court of Washington County,Pennsylvania SCHEDULE A PRINCIPAL -PERSONALTY RECEIPTS I From Income -Personalty Account Funds transferred for Administrative ExpensesI4/1/70,1/6/71 and 12/31/71 I DISBURSEMENTS 1 9 7 0 Apr.1 Aug.24 IISept.151 I III 19 7 11 Nov.151 IIDec.31; Ii Administrative Expenses Clerk of Orphans'Court of Washington County, Pennsylvania Cost of filing Second and Partial Account Buchanan,Ingersoll,Rodewald,Kyle and Buerger Professional services rendered 6/12/70 Clerk of Orphans'Court of Washington County, Pennsylvania Cost of adjudication and Decree Cost of filing Petition for Appointment of successor individual Trustee Clerk of Orphans'Court of Washington County, Penneylvania Cost of Order of Court Buchanan,Ingersoll,Rodewald,Kyle and Buerger Attorneys'fee -2- ---------~--~----------- I l C 00 3].;:00 1 OO~ ~00 I c 00 i :II I ,, I i I I, i,I I I i !I!!I I !!I!!I,I I IIiI I iI ! i!I I i I I I II, I!i iI, I II!II ------------------------------------------ ( --.,.,••& 3,862 50 : i -; I' I I I I II I WALTER H BAKER TRUST Receipts . • strative Expenses (continued),--T I I i i I,I InionNationalBankofPittsburghII countants'compensation 1,~9 50 I I 1I I 1,965 50 i I i SCHEDULE B I I i INCOME PERSONALTY I I I-!I I I I IIicomereceivedandDisbursementsmadetoJune30,I , I I I iateoflastQuarterlyStatement)have been !I I I IedforbyQuarterlyStatementsrenderedThe I I II!ationa1 Bank-of Miami as Successor Guardian of -I ipertyofJosephDuncanKnise1ey,A Minor i II I I The U .Ac Cyclops Corporation Common 7,725 shares 9/30/71 -12/31/71 All In 1971 (d account First N the pro Dividends -Stock Income received subsequent to June 30,1971 I T~dmin~ 1 9 7 1 Dec.31 To Principal -Personalty Account Funds transferred for Administrative Expenses 12/31/71 I III I i II I I 77 !26 !I !l : I i I , I I I I ! i I i I I !I I• I 2,180 i74 ! 11---2-,-25~8-+0-0-i I I 1,604,50 i 1,892.62 288.12 The Union National Bank of Pittsburgh Accountants'compensatiQn Payment in accordance with Article III Sub-Paragraph 4th of the Irrevocable Trust Agreement dated June 18,1945 The First National Bank of Miami,Successor Guardian of the property of Joseph Duncan Knise1ey A Minor Payment Account Net Income 9/30/71 12/31/71 DISBURSEMENTS Administrative Expenses Distribution 1 9 7 1 :Dec.31 3,862 50 -3- COMMONWEALTH OF PENNSYLVANIA COUNTY OF ALLEGHENY ..SS: WILLIAM G.STEWART,Successor Individual Trustee,and J.OONALD PATTON,Senior Vice President of THE UNION NATIONAL BANK OF PITTSBURGH,the above named Accountants, being duly sworn according to law depose and say that the disbursements shown in the account have been made to the parties entitled thereto and that the account as stated is true and correct as they verily believe. William G.Stewart Sworn and subscribed before me this .' ·t./~,.,day of ~~,1971/ ~A,~ Notary Public CLAiR .~.NE'\ITON,'lOTIIRY PUBLIC PITTSBURGH,A.'EGHENY COUNTY ImY COMMISSICN UPI m FEB,21,1972 REQUEST FOR DISTRIBUTION Accountants request that distribution be determined by the Court in accordance with the Petition for Distribution to be offered in evidence at the audit of this account. ~~fzkw~ .William G.Stewart THE UNION NATIONAL BA1flC OF PITTSBURGH BY &d~ttlftint \, ,.J ~lt tqt Qrnurt nf Q!nmmnu 'ltali nf lIun4ingtnu .Qrnuuty ®rpquun~arnurt miniainu In the m3itter of the Audit of Account in Trust . ~of Walter H.Baker "The Walter H.No.314 of 1970 Baker Trust No.2"Share of Julia W. Knise1ey,now for benefit of Joseph 7 Duncan Knise1ey TO THE AUDITING JUDGE:'.// E.nt"'"t '00'''='·'"it!j?Il/dJ4tI««~f[;~II/~.C S~~", 2 (-b'I,day of Hfvv.V~,197L N.B.-Counsel shall,by separate paper,present a concise statemert of each claim,with supporting calculation of any interest claimed.::>bjections to an account as filed,shall be conc-isely stated in a sep3iI"!l.te pa·per. Council suggesting proper distribution shall file a separate concise state- ment in that regard. ·if /1 iL IE /D)~314 of'1970 NNCO::'-=-=~~~-=-=-=====T~'t==o.....-~1"2'IfDR ..'~'I'""0'r.r.m.=Trust'HI-r !If H I ~lJ'J! m·'i'l(<:<.(r~':j 1'.1''',','r'.:/·l'J.I'li1r",U/v v L.u..:...,1\,.rl..I~\jI. (('fEG 1"$-riEH 0 f;:,WI U.US W'tI.s'I"I''1NGTON CO\Pk In re Audit of Account in~of Walter H.Baker "The Walter H.Baker Trust No,.2"Share of Julia W.Kniseley now for benefit ofJosephDuncanKniseley AUDIT l 'ra.rrip.r fnr App.raraur.r FOR Attorney~~ ~2 r" I." ,\ Form for Guardian or Trustee 'rlitinn ·~ur 1\u~it lItt wl1l'®rpl1att!i 9 (!Tourt of lIusl1tugtOtt Olouttty J Trust ~of Walter.H ll.ake.r... ..........."~~n~.y..w.~J.~.y..:r....~~~.~!?;r;:...';~):~~~~9..!?.~~~~.~e ..~..J.JJli.a..w......Knis.e.l.ey.~....nQlll t:Qr.b~n~t:i:t Q.f.'. ..........J9..~.y.P.E...P..~9.~~~.~.!?~Y.:. minor-incc-mpetent-life tenant Filed at No J.llw of 19~7.0 William C.Stewart,Successor OfFiduciary..·~~~i~~~~re~tt~;J:~·..UniQn .. ..........._§.Y.r.y.~y~~E.J;r.~.§.t.y..y...J!p..g.y.!.~.y..~~~.P.:t .. Place of record Inter Vivos Docket -Clerk of of appointment...Q.r;p.h~:?..!,g.QJJr.:t Qt:t:iQe.. Washington County,Pennsylvania Date of trust »~J:un.e J.8 1.9.45 ·.. If there have been former accounts . filed in this estate,list:No.127 of 1964 Orphans'COl;il't (First and P'artial Account,Share of Julia Weimer Kniseley) No.314 of 1970 Orphans'Court (Second andP'artial Account,Share of Julia Weimer Kniseley,Deceased,now for Reason for filing this account.J.9§~p.~p.E!.!-.C?.~..~.~~.y.Jy..Y.:1.~.~!?:L ;. Joseph Duncan Kniseley attained the age of 21 years on October 9,1971. All persons having any interest,vested or contingent (including claimants),in the fund 'now'before the:Court, .with the nature of their interests are:".;I •,.. Joseph Duncan Kniseley who resides at 1415 "'Test Talton Avenue, Deland,Florida 32720 All of said parties have received notice as required by the Court Rule~ .The fund now before the Court is subject to the following taxes: NONE Set forth any legal problems requiring adjudication by the Court or difficulties tl:at must be met in distribution: .c In accordance with Article III,Distribution of Income and ?rincipal of the Irrevocable Trust Agreement,dated June 18,1945,upo~the death of Julia Weimer Kniseley, which occurred May 23,1963,daughter of Anne ~aker Weimer,the trust continued for Joseph Duncan Kniseley,born October 9,~950.Joseph Duncan Kniseley attained the age of 21 years on October 9,1971 and in accordance with Paragraph 7 the Trustees are to distribute the principal of the Trust. There are no legal problems and the information,given is for the record,to indicate the distributee. -....- ~" .Balance for distribution per account, Additional debits not shown in account: (lndicate whether income or principal) Princ~pal -None II).co~e -None Principal $Q?.1.4.7.2.~J.9... Income $g.~gg ~. 0.00 0 ...00 Total additional debits $.Q.ll.Q.Q .. Additional credits not shown in account: (Indicate whether income or principal) ~rincipal 1/25/72 Clerk of Orphans'.Court,Washington County,Pennsylvania Cost of filing Third and Final Account Income None 17.00 0.00 Balance for distribution Total additional credits Principal $§g"A?~.,J9.. Income $Q."QQ . Total $??..1.4.2.~~J.9... $...J7..,.QO............................................. If the balance for distribution is not in cash,list items held in kind wiihcarrying value designated,and if this is a distribution account,file elections to take in kind for all items so listed: Election To Take In Kind attached and marked Exhibit "B" Principal -Personalty Stock Cyclops Corporation 7~725 shares Common L'ess:ilmount due Accountant for Administrative expenses "",~ d.....__~.},~..'.'.:. 62,475.19 12..&00 62,458.19 ~.,,,__~,..."O,JhJ ,~I .' IRREVOCABLE TrillS!AGH.E&illJT This Indenture of Trust,executed in triplicate this 18th day of June, 1945,by and between WALTER H.BAKER,of the City of Washingt.on,Wasnington County,Pennsylvania,herein called the "Donorll , n~E UNION NATIONAL BANK OF PITTSBURGH,a'cor~oration organi~ed under the laws of the Unite.d States of America,haT....ng,itfl p:dncipal office ane.place of •>..,".•• business in the City of Pitts't?urgh,.Allegheny'County,Pennsylvania,and EDi'iAfw L.STOCKDALE,of Allegheny County,Pennsylvania,herein called the "'Irusteesll • ~bereas,the Donor desires to create an irrevocable trust to be knOim as liThe Walter H.Baker Trus~No.2",of the property he!"einafter mentioned, and such additions ther~to as ar~r herei.nafter provided for,upor.the ter:as and .~ conditions and for the purposes hereinafter set forth: Now,therefore,in consideration of One Dollar to hil!l in hand paid '. and the parties hereto declaring their intention to be lef:,"311y bound hereby:>the ",Donor does convey,assign and transl'et unto tne said TrUstees ar:d their successors the property and securities set forth in Schedule "At!hereto attached and made pa.rt hereof;and the property and securities so transferred!together with such additions thereto as lUay be made from time to time,shall constitute the trust estate. TO HAVE ANt TO HOLD all singular the above-mentioned pro?erty cmd securities,togetner ~~th any additional property and secur~ties which ;Jay be added to the trust estate,unto the said trustees and their successors,IN TRUST, NEVERTHFLRSS,for the folloYdng uses and purposes amd subject to the terms and conditions hereinafter set fortho I §UBSTlTU'I'lON OF TRUSTE.~ 1..There shall always be two Trustees in office to hold and manage this trust estate,one of the t,rust.ccs to be &1 indi,?-dual,and the other,a r corporate fiduciary.'The corporate trLJ.stee shall be a national bank or trust co:npany qualified to act as a fiduciary and having a cupital of at least $1,000,000 and a surplus of $500,0000 2.In e~ent of the death,incapacity or resignation of Edward Lo Stockdale,the individual Trustee herein appointed,David P.Weimer,of. ... Washington,Pennsylvania,shall,upon notice fro.1l the corporate trustee,be substituted in h~s.place and st~ad if at the tiile the said Dayid P.Weimer is living,is riot incapacitated and is willing to act as tru~teeo 30.In event of the death,resignation or incapacity of David Po Weimer,a new individual trustee .may be selected by the life tenant,i-dl.Jlla LeVan Baker,if she is then living,or if not living,then by a majority of the other beneficiaries who are of age,but in either case :mly with thl~ approval of the corporate trustee then in office. 4.Any"corporate fiduciary acting as trustee .llay be reilloved on ninety (90)days'written notice by the life tenant,and after her death by the lnajorityof the otherbenefi~iarieswho are of age,but in either case only with the approval of the indivi~ual.trustee then in office.'The person or persons entitled to reUlove the corporate trustee are alse-empowered to select a successo~,but only with the approval of the individual trustee then in office. 5.If a vacancy occurs in the office of trustee,whet:1er individu.al or corporate,and the beneficiaries entitled to select a suc:essor as herein provided fail to do so within a reasonavle ti:ne,or lack the capacity to do so because of minority,the vacancy shall be filled.~y a court having jurisdiction over this trust on applicati.on 01'the surviving trustee. 6.'l'he Trustees herein design&ted or .any substituted trustees shall have the right to resign on ninety (90)days'notice in 'T.riting. 76 When a new trustee is selected by the benefici&ries in the ~anner \ \ hereinbefore provided,the beneficiary or the beneficiari es lr.aking the selection... shall file with the other trustee then in office a proper inst~~ent designating -2- L-__-'--.=1I..=.l.~~ the new trustee and acco,ilpanied by his or its acceptance of the'office;and such instrument shall evidence the right of the new trustee :'0 hold office and exercise th~powers of a trustee. II OOTIES ·AND POViERS OF TRUSTEES,. 1.The Trustees shill receive,hold and manage ass.trust estate all of ~he property'herein and hereby conveyed to the Trustees,together with any other property hereafter added to the trust,and shall par ell taxes~ • -•~f.• , chnr~es,C~~dss~ons and othe~expens~s of 'the trust. ,. 2.The Trustee are ~~power~d to exercise,in their sole and absolute Qiscretion,with respect of the trust estate'as a whole before division thereof,and after division vd.th respect to each separa.te trus-:,created or arising hereunder,every right,pow~r,privilege and discretion which the Donor himself could have 'exercised,or which cOl~d lawfully be exercised by any person oVining similar property in his O".m right;and without intending to limit or restrict by iraplication in any way the generality of t:1e foregoing grant of powers,specific rnention is ;nade of ~'le rolloVl~ng powe~5 anti discretions: ao To retain the se,curlties or other property herein and hereby assigned and transferred to the Trustees as long as they deem it advisable to do so notwithst.anding such investiaents lack diversification. b.'1'0 invest and reinvest the ,principal of the trust ~sta,,:;e in stocks,both CO!llIllOn and preferred,and bonds of corporatioflSClnd such other \invest.1lents.as the Trustees dee~advisable,without li:;d.tation as to the 2.iaount that ;nay be invested in anyone security and without ·being lindted to such investments as are authorized for fiduciaries under existing law or any other law hereafter made effect~veo co To ilistribu,\:-e,as iricomeail dividends on ~stocks!lelri in the trust, , whether such dividends are'paid in c<lstl,in stock-or in k~nd,excef.Jting only . .. liquidating <iiviqencis paid pursuant to a complete liquidation of e corporation, it being the Donor's 'intention that the intact'value of.the invest.uent in -3- '1 ~·4:. stocks need not be preserved;to detennine which receipts,other than dividends, and disburse.'llents shall be credited or charged .to principal,which shall be credited or,~~arged to income,and which shall be apportioned between principal and income end the basis of such apiJortion-!lentj and.their aetermination in regard thereto'sh<:ll b~final and conclusive on c:-ll beneficisries. d.To sell ~;V sec~rlties or other iJe~sonal'ty held in the trust estate for such prices,upon such teI'l;}s GIld in such ,i1anner as t-ile Trustees deem.' advisable,and to execute and de,liver appropriate instru:nents to consurnmr..te the sale.. e•.To purchase'or other~se acquir~real property and to sell the same for such prices,upon such tenfis and in such luenner as the Trustees uee~ advisable,delivering deees'therefor ,with covenants of warra,;ty;and to use.... ." the general inCOIJe or,principal of the trust ~sta.te to',pay carrying chCl.rges of real propertY,and for capital.im~rovementsthereon,if the 'trustees deem it advisable to do'so. f.To lease any real property held in the trust est~te for such prices,upo~such tenns and for such length of tLJe as the Trustees deem advisable. g..,To <l.bandon,c0lI1prOidise:9r submit to arQitration,on such terms a.s the Trustees deera advisable,all claiHl~in favor of or a~Ci.inst tr.e trust estate. h.To ..cause any securities l\tlich fro:n time'to time msy be included in the trust estate to be re6"istered in their na;!l~sas Trustees heremaer,or in both of their.-names or anyone of their 'uanes without designation of their fiduc~ary capa.city,or in th~'names of'their nonihees,,or to ta.rce and keep the sa:a~unre~jstere'd so ,that th'eywill pasa by deliv'ery,anci all \I:ithout thereby increaeing or decret.sing th.~ir liability:as fio.ucitl,ries.·" ., i.To borrow inone~for any ~urpose inci~ent to the convenielt ad~atration of the ~rust estate anq to execute notes,.bonds or other obliga-." tiona therefor and to'pledge'or ~o~tgage any assets of the trust ~state as security fo~su.c~loans. -4- TC•••..~....~....',..,,, j.To vote in person or by proxy upon all stocks or other securi- ties;to sell or exercise stock suhscription or conversion rights,~articit>ate .. in f0;I'eclosures"reorganizations".consolidations,:ner~ers,liquidations,pooling agreements and voting trusts and other corpor~tetran$actionsof that nc:ture, and to delegate discretionary powers in .connection therewith. k.To e::~ploy counsel,arid the Trustees.shi:ill be full~protected in acting upon the advice of·counsel in matters pertaining to the trust estateo .1.To execute and deliver instruments or docu:nents of any kind or character needful or necessary to exercise the powers a.nd cUscretions he ein conferred upon the~. 3.In any situation in 'o'lhich the Trustees are ~equired tociivide the principal of the trust,estate into parts or shares;or to distribute the same,they <ire hereby c.uthorized to :nake division or distributie·n in 'kind,or .. partly in ,kind end 'partly in cash,and their judgment and deter;ri.nation con- cerning'the values for the purpose of'such elivision or distribut.ion shall be binding <md conclusive on.all parties interested'therein,tJrovided the Trustees act in ~~od faith•. 4.The indi.vidual trustee is hereby authurized to delegate to the corporate trustee authority to exercise any power or 'discretion herein conferred on the.Trustees or vested in the:n by law,except the power to pc.y principal to the life tenant,or to the ~ther beneficiaries before,the tL1es fixe~for distribution of their shares of principal,and the"fJower to make'division of' the trust estat~;and to this end to execute and deliver froll ti,ue to tLle powers of attorney vffiich may b~either eeneral or li~ited in their scope.as to tir:le and subject-matter.Any action ta~en by a trustee under and jJursuant to'such power of 'attorney shall fully arid effectually bind the trustee who gave it in ·the saine ,way as if he had acted directly;~<md all persons dealing with t!1e trustees.in relation to the trust estute shall be entltlcd.to rely on 'action taken upon nnd pursuant to sucn powers'of <'l.ttorney·cmd be fully protecte~thereby~ -5- I:~';l~~j 5.All th~powers and discreti.ons vested in the Trustees originally appointed herein shall,becolue vested in e.I!.Y successor trustee or trustees duly appointed by the beneficiaries as herein provided''orb~'a court htiving juris- diction over the trust. 6.No trustee shall be held p~rsonally responsi.ble to the benefic- iaries for any e.ct~on taken or o~.utted b;..hi::l in the :r.l;nhge:llent cf the trust.., estate or for allY error of judgnent,provided he,has acted in b"Ood faith;.:Juri no trustee shall be beld responsible for 8n~l-a.ct or omission of the other trustee,vmether such other'trustee is acting for him under a vo~er of attorney. .. or on h~s o~n behalf or in both capacities.On clai~s arising either out of contract or tort,asserted'by persons other than beneficiaries against the trustees individually by "reason of acts or omissions in the 111anugement of the tru.st estate,the Trustees shill be entitled to full indemnity oul:.of the trust estate. III DISTRlBUnON OF-li~COOE AND PR!1CIPAL .The TrUstees ar'e directed and empowered to disburse the income and 9rincipal of'the trust estate as follows:. 1.'to pay to WILMA LeVAN 'BAKER,'wife of the Donor,during her 11fe- ., t~~e'(she being referred to herein as the life tenant);'the \~ole of the net income in convenient periodical.installments,not less frequently than quurterly. 2.The ,Trustees in their,sol~.and absolute discretion ~re authorized- to pay,to ~ilma LeVan Baker,the li~e tenant,p~rtions ,of the principal of the trust estate from time to time when the i~cbme from this trust es-:.ate,and from the estat.e of her husban.d in ,?vcnt of his death,is deemed b;l them to be insufficient for.her.co!ufortable ';na).ntenance c;nd support;it bein6 the intention..~. •~...::* of the Donor that the life tenant·shall-~,the p'ar~nount heneficiary.'.' 3.On the death of Wil:na'LeVan Baker,the life tenant,the Trustees shall divide the principal,or'the trust est[.te then re~a.aining.in 7.heir hands into as :Ilany,equal sh&res as there'are then living children of ANnE BME..'i ViEIi>iliR, daughter of the Donor,and deceased cijildren who leave issue living at the death of the life tenant..The then l1.ving issue of deceased children of ,, Anne Baker Weimer shall t€.ke per stirpes the shares to which their parents would have been entitled if living.Each share shall be held fJno ad'ninistered as a separate trust estate.. 4.During the ,n:5;.nority of any beneficiary who takes,ur.der sub- paragraph .3 above,the 'l'rustees shall disburse the net income of 'each benefi- ciary's share to or for the use of the beneficiary '\'lithout the intervention. of a gUardian.Such ~ayments rJ.ay be made for the account of the beneficiary '.to the parent,or par~ts of the beneficiary to he disbursed by theiIl annutily for maintaining a home for the beneficiary and for his or her SU!lIiJort, welfare and education..All payments .!lade by the l'rustees pUrSUEl!lt to the.'. . provisions;!'this paragraph shall consti.tute a full acquittance to them. '.'t\hen each of the beneficiaries \'iho take under subparagraph .3 above attains the age,of twenty-one (,21)years,the Trustees shall..p<ll the net income of each beneficiary'e share to hiI:1 or her.• 6.When 'each of the beneficiaries who take un~er subp<:rugraf.?h .3 ...' • I above attains the age of thirty (.30)years,the Trustees shDll pal to the beneficiary one-third of the principal of his or her share;one-tliirci when the beneficiary attEJins the nge of thirty-five (35)years;and the re:l:cining one-thi~when th~beneficiary attains the atie of forty (40)years. 7.If any beneficiary who takes under sUbpLtragr~ph 3 above mes before he o.r she h\.~s rece~ved'distribution of pr:tnci~al in 1'ull ancl leaves issue surviving hi:n or her,the undistributed share of the princ.i!,tcl of such c.eceased beneficiary sl~all forthwith vest in his or her surviving issue,but be held in further-trust until the surviving issue respectively attain the ~ge of,twenty~one (21),years,when the principal shall be fHi.id to .them.'.' turing the !:dnority of.such survivins issue,the Trnstee~shill pc:y tiLe inCOtlle to or for their use ~'iithout the intervention of B.guardian. 8.If any beneficiary who takes under 5ubpara~raph 3 above dies -7- 'r .,..,.,~ '.'.~ t; before he or she has receiveti distribution of principal in full B..""lCA leaves no . issue to survive,the undistributed share of principal of such deceased benefi-.", cic,ry shall go per stirpes to ,increase.the separate trusts of the'otil-9r benefi- ciaries and the shares of beneficiaries then'iiving who have ther~tofore received 'distriDution in full of principal;and so on irora time to time as dee:'hs :nay occur. " If all the beneficiaries who ~ake under subparagrap~3 above:' should die vdthout lea,ring ,issue befo:re they have received distribution of.. principal in full,such undistributed principal sim forth:With be -distributed to the next of kin of the Donor in accordarice with the intestate 1m'is of .Per.nsylvania then itl'effect• 10. ........, After the death of the life tenant,the Trustees i.n their sole and absolute discretion are authoriz~d to pay to or for the use of any .beneficiary porli0!1sof his or her share of prfncipal before the times fixed..\ .. .. for distribution of principal,.whenever the 'I'rustees are of the opinion that..... •the income frorn the beneficiary's separate trust,and the benefici~ry's'other.,. resources are i':l8ufficient for his or her general welfare and neeas.If the .'' beneficiary is a minor,payments of principal sh~.be made .without the intervention.of a guardian in such mann~r as the Trustees deem <:.(hrisL:.ble. IV ' MISCELLANEOUS PROVISIONS".,.'.,. 1.The Trustees are authorized and em~owered to r~ceive gifts of.,, additional progert.y and securities f~m the~Donor or from <~y other person~and upon'the acceptance of such gifts by the Trustees,the propert)...and securities....~....., ..•I \ received 'shan be held by them as a part of the trust estate,subject to all the ,.~,..., '. ~,...)t.l...t • -... 2.The ~onor hereby renounces all ~iBht to .exercise control of ,.,".)..t-')~.-,,...." any kind or character vdth respect,to·the Trustees or the trust .e8~ate. •:•~""",#..'..••• 3.The Do~or hereby releases B!'lY'right~of:reversion to any interest ..~,'or . terms und conditions thereof.. ". in the trust estate which might or could aCcrue or result to him u.'loer the -8- ~,..,<~'--------------------------------------------~ '.... provisions of this trust agreemento 4.No bond shall be required from any Trustee serving under this Indenture. 5.The Trustees shall hold the Trust estate as a whole before division thereof,and the separate trust estates ~,fter division,so tnat neither the principal nor the income arisin~ther~frorn,nor any part thereof,shall or may at any time be liable or subject in any !nanner whatsoever to the control, engagements,debts o~·liLlbilities of 'any beneficiary entitled to receive principal or income hereunder;nor sheJ.1 the principal or income :>f b.e trust estate be liable to r:.ttach!tlent by garnishment proceedings or other legal process;nor shall'any assignment or order,either of principal or incrnne, given by any beneficiary be valid;but the principal and income paJ.able to any beneficiary shc:ll be paid by·the Trustees direct to or for the use of the beneficiary entitled thereto,Nithout regard to any assi~~ent,order,attach- ment or claim whatever;and all cf the principal and incoille sh~)ll rei:lain a part of the trust estate until paid over directly to or for the use of the respective beneficiaries as the parties entitled thereto. 6.Upon retirement of 'a trustee by reason of death,re3ig1'w,tion or removal,the surviving trustee is authorized to give a full aC.=tuit:.ance to the retiring.trustee or his legal representatives,without the filing of an account and court confir.~ltion and audit thereof,and without notice to .. the beneficiaries who are of age and without the appointment of a t,ilardian or trustee ad litem to represent ~iUlors ana contingent interests,and such acquittance shall be binding and cenclusive on all beneficiaries. -9- .:"II--~'J.~...~~._:IW:,i,it -i ••'.. IN WITNESS WHEREOF,the Donor has hereunto set his hand and seal and the Trustees have duly executed the s@..:ue to evidence their acceptance of the tru~ts herein·~re9ted,·th~~ay and year first above.~Titten. Witness:. AGNES B.COCHRANE Attest:.\ L.F.MASON ,'. Assistant Cashier Witness: .ELEANOR G•.BRAUN, .. .. __-:;\'1:.::.:·AL::.:T:.::ER~H;.:.•.....:B::;:,M.::.:·'.::.:1R:.::..-_-..{SEAL) D~nor' .. ,'IHh:UNION NATIONAL BIJ~K OF PITTSBURGH .'By SiiTH'No r,i:ilTt'iORTH !rust Of.(icer E17Mffi.D Lo STOCK1ALE (SEAL) Trustees '. STATE OF Pl1~iJSYLVANIA ).., COUNTY'OF ALLEGHE1~Y ) ss:-. .'On this ~day of -June,1945,before me,the undersigned Notary PUblic,personally appeared WALTER H.BAKER;known to :ne to be the person whose.name is subscribed to the within instrument,anti acKnowlsdsed. that he executed the sa~e tor the purposes therein coht~ined. In Witness Whereof,I have hereupto set my hand and official seal. AGNES B.COCHR.ilNE Notary Public ,. iliy co:n:nission expires: Apr.i+3,1947 -10- ~', ..., SCHFWLE IIAII 10,000 shares Universal-Cyclops Steel Corporation C~runon Capital stock,~~LOO par value;Certificate Nos.0576 _to 05~5 inclusive for 1,000'sl}c:.r.es each -. '-. "I I I. I ",,' .~...,,'.,,r •.. 3~8·0 THE UWIO~NATiONAL BANK Of PITTSBURGH January 26,,1972 ). Itr0 Joseph Duncan Kniaeley 1~15 West Talton Avenue Daland;r~lorida.32720. .! In reg Various walter Ho Baker Trusts DearMro Kniseley~ .~je ere enclosing a copy of ea.ch of the accounts of \ia1tar _ Eo Baker for your benefit whiCh were filed by William G.Stewert anc this be.nk e.s 'frustes Under Agreement dated June 13;1945 and Trustee UndEr the 14i11.These accounts uere filed on January 21,1972 in the Court of Con:anon :?lees of Hashington County,Perunsy1vv.nia at Noso 314 of 1970,315 of 1970 and 905 of 1970 respectively,-and will come before the Court for audit en the Audit List.which commences the week of r~rch 20,1972.Petitions fo~ Distribution vnll be presented at the 6udito·.. ..... \ Will you kindly acknowledge raceipt of these accounts~ notice of their fili..';'g and subsequent call for audit by signing and [,Gturnigg to us the enclosed copy of this letter., ./ Very t-T'Uly yours,. C).:~I 4 J!./7 !...{77 /Utnc.a-td 'f:5.l;lhG- (f.v~I/ J.Donald Patton· Senior Vice President JEV/rsr E!lc::1.osures #2735-B 9 2992,2737-A cel Wilson Smith,Esq.,Rex Rrrwland,Esq•. !vIr.William G.stewart,Mr..Willian Co Gaar I ACKNOWLEDGE RECEIPT OF THE ABOVE MENTIONED ACCOUNTS,NOTICE OF THEIR FIlING AND SUBSEQUENT CALL FOR AUDIT.. '-\..9t DATED .~.n~/6~:~~~\~-_~,1972. \ . I ----..._----------, .COpy I --! ,". IN THE COURT OF COMMON PLEAS OF WASHINGTON COUNTY,PENNSYLVANIA ORPHANS'COURT DIVISION IN RE ESTATE OF WALTER H.BAKER SHARE OF JULIA W.KNISELEY NOW FOR THE BENEFIT OF JOSEPH DUNCAN KNISELEY TRUST NO.2735-B .'.NO.314 OF 1970 ELECTION TO TAKE IN KIND I,JOSEPH DUNCAN KNISELEY,do hereby elect and agree to take 'In Kind'from William G.Stewart,Successor Individual Trustee and The Union National Bank of Pittsburgh,Surviving Trustee Under Irrevocable Trust Agreement dated June 18,1945,the following: Stock: Cyc19Ps Corporation 7,725 shares Common $62,475.19 IN WITNESS WHEREOF,I have hereunto set my hand and seal 1'1\AM nthis,_~CD:...-__day of l\<hA¥>./,1972. WITNESS: (?dtkJ!(1t Exhibit "B" I .1 I •Set ~orth accountants suggestion as to manner and form of distribution to be made,awards to be stated in pro- portIOns unless specific amounts or items are designated by instrument under which estate is being distributed: Joseph Duncan Kniseley is not serving in the Military Service of the United States of America. At the present time there is no cash available in the Trust for paymen":j of the amount due the Accountant,however,the Trust will receive on or about March 31,1972 a quarterly dividend of Cyclops Corporation.Your petitioners suggest the said dividend be paid to the said Joseph Duncan Kniseley subject to the amount due the account and Clerk Costs and Receipt charges that may come due. WHEREFORE,your Petitioners pray Your Honorable Court to confirm the acco1ll1t as filed and award the balance for distributi~n to Joseph Duncan Kniseley subject to payment administrative expenses and court charge from the dividend due from Cyelops Corporation on March 31,1972. COUNTY OF IV\.0 I'l R...~6 ) ) STATE OF FLORIDA .I ) The above named FiduciarY or representative thereof being duly sworn doth depose and say that the facts' set forth in the foregoing petition are true to the best of his knowledge and belief. A~d your petitioner will eveUr~ct1K:La Sworn to and subscribed before me This \~\JJ'-day or'\x>~~,1972.·:,.- Signature of Office~-~~~S3:~.,A,L NOTARY PUBLIC.STATE OF FLORIDA AT LAm!'Title of Officer MY COMt.lt:3~ION EXPIRES NOV.,_._,,jIOItMDfliRIifti8WJ81E&I~18Rlif .William G.Stewart,Successor Individual Trustee BONDED THRU fRED W.DIESTELHORST ~ffice Expires NOTARY PUBLIC,STATE OF FLORIDA AT LARGEMycoMICIISSIOl4EXPIRES~ov 7 J 973.( j,, ~:.-....-=~""""---'=----........._------------ ~..,'(;..,~,u........'I"'i~--:y ·:I~:t:CI;S,lTE:R.G;f WfILlS Vi ;.\.~)FHRG:TON:C0:..,.Wk. [;~;'t $ElL l;/i\G~rRQ; "1""~11'\\fcC'"II;~·~lIJ 1P i ! I L 'b; r<~.~ 'ttitinn ~ur ~llit ,'N THE ORP~ANS'COURT OF WASHINGTON COUNTY FORM USED FOR GUARDIAN-INCOMPETENTS -OR .TRUSTEES No J.J4 of 19/K 7..0 Trust .~OF......W.~.+.:~.~~...JL~.....J?§:~.~~.....'.~.:r.~~.~.~....~9..~2" ..?h.?F..~.....g.f....~.~.hI::~.~....~.~.....~.!?~.+.:~y"p..~5?..~§:!?'?.~ Now FOR :J.g.!?'?p.h P..W?:g.~P:~.~.~J.~yJ ?..9.P:.. ···..· ·~·i~·~~~· ·.. Third and Final Account of w~.~~~...9..~.....e.~.~~.~~.J......e.1!.~.~.~.~.~.9.~.....~.~~.~.vid ual Trustee And The Union National Bank of Pittsburgh Sw:.y..::i::y.J.~g,...r.~.Y.:;:?t.!?.~....v..~g.~~.....Ag;r..~§.m,~p.:t .... Counsel for the accountant shall submit herewith the following,if pertinent: 1.Will or trust instrument-attested. 2.·~ 3.Signed elections of items to be taken in kind- if distribution account. 4.. . ~ 5.Praecipe for those represented. 6.Brief-for any question of law raised. Rex Rowland,Esquire ..........~g8B~8.!£f..~~~~;a.lar.b.g~.~~.~~~=.~.~......~~=.e and Buerger Pittsburgh,Pa.Counsel for accountant. 15222 ~2 -; L.J ..?~,~J~t...'....h P&:,f.J. fHi m fir},.1:"u JJ '\u Q" ~"'~.' , l,i '. .'/' IN THE COURT OF COMMON.PLEAS OF WASHINGTON COUNTY,PENN • ORPHANS'COURT DnTISIGJ J WALTER H.BAKER, Monday,March 20,1972,at 1:30 P.M.,EST REX ROWLAND,Esq.,of Pittsburgh,Penna., representing the Accountant. The Honorable P.VINCENT MARINO,Judge of the said Court. .'.". No.314 of 1970 ( ) ( ) ( ) ( ) HEARING ON AUDIT Estate of IN RE: Deceased. BEFORE: APPEARANCES: TIME: e ~z 0(>oJ>-III Z ZIIIII. i 0I-~Z :z:III 0(~ct ..= I U~«I-III I 0eoJ«ij 0::l., J:~N Baker#deceased.The Successor Trustee is William G.Stewart and the Union National Bank of Pittsburgh.The attorney is Rex .Howland. Number 314 of 1970,the estate of Walter H. Here again,Your Honor,this account and Petit 'on howland?Mr. M.h.ROWLAND: uiII: III~THE COURT:oLIII 0( I-0( :JoU oJ0( ij iL...o is presented because Joseph Duncan Kniseley reached the age of 21 on October 9,1971.There are no complications and there are no outstanding claims. THE COUnT:Is there anyone else in Court interested in this estate? (NO BESPONSE ) 2 HE 'COURT:The audit of this account is ordered closed by the Court. (A UDIT CLOSED) J. ,. I hereby 4erttty tbat ~he pro~eeQtngs andevtdence are" ,.{.' ~,,'~contained fu.lly and accurately ,in the ,no,t~take6 by me on ,the he$r~\J of >'.oJ>-~the above causei andtbat.tbts CQPY ts'a'correet transcript 01 the-same.z·III "Do ie CIz'% UI0( ~ .:oitI-UI C oJ0( 2c:J., J:~ N bearing of the above cause is hereby,approved and dir$¢tedto be tiled. uiII:'111 l-II:oLIII .11: l-II: :loo oJ', 0( :ij ii:...o ...., e -~ In tl1t Qtourt of Qtommnn ,trus of lIus4ilt!ltnn <1tounty. 'rnusylttuuiu.(@rp4uus'<1toun ltittisinu ESTATE OF N 314 of 1970o._~=_;....::.-=--~~_ $62,475.19 In the matter of thel:-__F_i_n_a_l _ Joseph Duncan Knlseley SCHEDULE OF DISTRIBUTION Balance per account 1 Account of William C.Stewart,Succ,Truste &the Union National Bank of Pittsburgh, Surv.Truetee ADJUDICATION AND DECREE And now April /3 ,19~,this matter came on for hearing, audit and distribution at this session and testimony 'fuken;and thereupon,upon due consideration thereof the alance for distribution in the hands of the Accountant is determined to be $and the account is accordingly confirmed;and it is ordered, adjudge and decreed that the said balance be paid out by the Accountant in accordance with the schedule of distribution hereto attached and made '0'p'art hereof,unless exceptions hereto be filed sec.reg.or an appeal be taken herefrom sec.leg. Walter H.Baker,deceased share .of Julia W.Knisely F/B/O Additional credit asked at audit 17.0C Balance _ Deduct Clerk's Costs &Receipts 1 Afttorney Rex Rowl end of Buchanan,Ingersoll, Rodewald Kyle &Buerger Contribution to balance account ~8.0( $62,400.19 ~¢7l(lUt./?1~ 'P-&L.stl.~o _/In7r;.oofW~QO~.~· $6 4 '5 19 (J.e.2,7.. Joseph Duncan Kniseley,balance including 7725 shares common stock of Cyclops Corpora.tion carried at $62475.19,subject however to the payment of the Court Costs and administrative expenses due,No balance '. .I ) r ,-1 I r r \\, r .r ..r r t.. ~.-..'..:. r ' .',,I ,.' "" zp r r 1 ). I j Form OC Div.91 11n t~t (@rp~anB ~arourt lintaion of t~t ll~JI~~T?~__<!tourt of arommon 'ItaB af ~-. arounty Jtnnsylnanta lin t4e ~atter of t4r fstate of Walter H.Baker,Deceased shar of Julia W.Knise1ey F/B/O Joseph Duncan Knise1ey . DEOEASED No.314 of 19-.:..7_0 _ I\naw 1\11 ~en iy ID4ese'resents,that I,Joseph Duncan Knise1e:r do hereby acknowledge to have received from The Union National Bank of Pittsburgh ---~iiaeEi~iID~Tiru~sit~e~e~~~~~m~~--_thesum ofTRUSTEE~ Securities having a value of $62,475.19 Subject to Court Costs and ($'-...-;:-..,..,...,..............,..-__)Dollars Admi1llistrative Expenses 75,00 62,400.19 and _ .::,>.;.in full of the amount awarded me under the decree of the Orphans'Court Division of the Court Washington of Common Pleas of ~County,Pennsylvania,entered at the above number. '- And I do further authorize and direct the Clerk of the Orphans'Court Division to enter a receipt on the Audit Docket in my name,place and stead. lIIitness my hand and seal this eighth day~·of----=..:M-=..:a:=...yl--.--,19 72 ~/r ---_..~-..........~-..~VVitness:~~ ,~(SEAL) Duncan Kniseley l NO.314 of·19.......70,,--_ AUDIT VOL._ I{tttipt ESTATE OF PAGE__ Walter H.Baker Deceased Share of Julia W.Kniseley F/B/O Joseph Duncan Kniseley DECEASED ~::-:J _~~rr::-\..)0 Cf}0 C:. ~--((..\=.:(.f)t'1: ?:-:--i ,::~i .:•••1 rr:j'f"'04 --i ,::;:.-0.- c..-:::"'_,-=--~--"-'"-oo.l__--r-;:</'..~ g:i ~i;r--,-,lJr-~1;;c....en - "'1'l -I"'-, .........-.....lJ..:=....:;:; .....) :.-::':' -i;:':' !••:,~,,:-~ ~g ....;,'1'..:"" IJ~~1 ~'~::;. "" Filed _ Fee Attorney -;""'_ ';'Address / -------.1 t