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Home My WebLink AboutOC1970-0316 - ESTATE OF BAKER'".pagJ .~- ."L WALTER H.BAKER,DECEASED FOR GAR.Rl1,"""'Tr B.LeVAN,SUCCESSOR LIFE TENANT (NOW DECEASED) (H03014000) PROPOSED SCHEDULE OF DISTRIBUTION BASED UPON MEAN MARKET VALUE OF SECURITIES AS OF APRIL 5,1976 1/4 SHARE '1/4 SHARE GARRETT J.LeVAN PETER H.LeVAN LEDGER MARKET LEDGER MARKET LEDGER MARKET Principal -Personalty VALUE VALUE VALUE VALUE VALUE VALUE SHARES STOCKS SHARES SHARES 3,600 American Telephone and Telegraph Company Common 100,502.76 204,300•00 900 25,125~69 51,075.00 900 25,125.69 51,075.00 397 Coca -Cola Company Common 34,910.80 34,464.56 100 8,793.65 8,681.25 99 8,705.72 8,594.44 11,290 Cyclops Corporation Common 74,458.26 261,786.88 2,824 18,624.46 65,481.50 2,821 18,604.67 65,411.94 330 E.I.duPont de Nemours and Company Common 22,645.80 48,551.25 83 5,695.76 12,211.37 82 5,627.14 12,064.25 2,000 Duquesne Light Company Common 41,262.50 37,250.00 500 10,315.63 9,312.50 500 10,315.62 9,312.50 1,126 General Electric Company Common 31,867.09 59,044.63 282 7,980.92 14,787.37 281 7,952.61 14,734.94 1,331 General Motors Corporation Common 31,055.06 94,417.81 333 7,769.60 23,622.19 333 7,769.60 23,622.18 1,000 Kraftco Corporation Common 24,806.14 43,062.50 250 6,201.53 10,765.62 250 '6,201.54 10,765.63 1,800 Mobil Oil Corporation Common 44,416.14 102,375.00 450 11~104.04 25,593.75 450 11,104.03 25,593.75 1,112 National Steel Corporation Common 13,805.24 52,125.00 278 3,451.31 13,031.25 278 3,451.31 13,031.25 1,674 J.C.Penney,Incorporated Common 27,764.43 97,929.00 419 6,949.40 24,511.50 418 6,932.81 24,453.00 1,000 Philadelphia Electric Company Common 23,523.86 )16,125.00 250 5,880.96 4,031.25 250 5,880.97 4,031.25 1,090 PPG Industries,Incorporated Common 16,095.13 51,979.38 272 4,016.40 12,971.00 273 4,031.17 13,018.69 2,596 Texaco,Incorporated Capital 11,001.06 68,145.00 649 2,750.26 17,036.25 649 2,750.27 17,036.25 800 Timken Company Common 17,885.52 39,050.00 200 f 4,471.38 9,762.50 200 4,471.38 9,762.50 2,049 The Union National Bank o£Pittsburgh Capital 19,990.71 43,029.00 512 4,995.24 10,752.00 512 4,995.24 10,752.00 3,546 United States Steel Corporation Common 39,375·37 287.890.88 886 9,838,.29 71.932.13 887 9,849.39 72.013.31 575,365.85 1,541,525.89 143,964.52 385,558.43 143,769.16 385,272.88 PAR VALUE BONDS PAR VALUE PAR VALUE '89,000 Allegheny County,Pennsylvania 3 3/8% dated 2/1/59 due 2/1/81 79,512.39 71,450.66 20,000 19,878.10 17,862.66 20,000 19,878.10 17,862.66 20,000 Erie,City of Pittsburgh 3 1/4% dated 3/15/59 due 3/15/79 19,855.03 18,822.67 5,000 4,963.75 4,705.66 5,000 4,963.76 4,705.67 25,000 dated 3/15/59 due 3/15/80 24,627.38 22,632.50 6,000 5,910.57 5,431.80 7,000 6,895.67 6,337.10 5,000 dated 3/15/59 due 3/15/82 4,881.71 4,242.83 1,000 976.35'848.57 1,000 976.34 848.57 15,000 dated 3/15/59 due 3/15/84 14,382.13 11,839,.50 3,000 2,876.43 2,367.90 4,000 3,835.24 3,157.20 20,000 dated 3/15/59 due 3/15/86 19,135.59 14,781.33 5,000 4,783.90 3,695.33 5,000 4,783.90 3,695.33 9,000 dated 3/15/59 due 3/15/87 8,602.36 6,403.50 2,000 1,911.63 1,423.00 2,000 1,911.64 1,423.00 20,000 Erie,City of,Pennsylvania ,3 1/2% dated 1?/1/57 rhv:.1?/1/76 21,700.00 19,774.6"/5,000 ;,425.UU 4,943.67 5,000 5,425.00 4,943.67 10,000 Lancaster County,Pennsylvania 5.45% dated 8/15/75 due 6/1/85 '10,000.00 9,712.67 25,000 Pennsylvania,COWllionwealth of,2.70% dated 12/15/57 due 12/15/78 25,000.00 23,632.50 7,000 7,000.00 6,617.10 6,000 6,000.00 5,671.80 20,000 Pennsylvania,Commonwealth o£,3.60% dated 6/15/59 due 12/15/79 19,600.00 18,765,33 5,000 4,900.00 4,691.33 5,000 4,900.00 4,691.33 20,000 Pennsylvania,Commonwealth of,3 3/4% dated 5/1/66 due 11/1/78 20,297.20 19,495.33 5,000 5,074.30 4,873.83 5,000 5,074.30 4,873.83 20,000 Pennsylvania,Commonwealth of,4.65% dated 6/1/72 due 12/1/85 19,512.40 18,116.67 5,000 4,878.10 4,529.17 5,000 4,878.10 4,529.17 .: 7 \-/ALTER H.BAKER,DECEASED FOR GARRETT B.LeVAN,SUCCESSOR LIFE TENANT (NOW DECEASED) (H03014000). PROPOSED SCHEDULE OF DISTRIBUTION BASED UPON MEAN MARKET VALUE OF SECURITIES AS OF APRIL 5,1976 Page 3 1/4 SHARE 1/4 SHARE GARRETT J.LeVAN PETER H.LeVAN LEDGER MARKET LEDGER MARKET LEDGER MARKET Principal -Personalty VALUE VALUE VALUE VALUE VALUE VALUE PAR VALUE BONDS PAR VALUE PAR VALUE 10,000 Pennsylvania,Commonwealth of,5% dated 8/1/73 due 2/1/84 10,081.00 9,661.00 10,000 10,081.00 9,661.00 Pennsylvania,Commonwealth of,5.50% 10,000 dated 8/1/71 due 2/1/85 9,632.30 9,715.00 40,000 dated 5/1/69 due 5/1/87 37,942.80.38,269.33 10,000 9,485.70 9,567.33 10,000 9,485.70 ,9,567.33 40,000 Pennsylvania,Commonwealth'of,6.40% 40,296.80,'10,074.20dated8/15/75 due 2/15/86 4l,342.67 10,000 10,335.67 10,000 10,074.20 10,335.67 100,000 Philadelphia,City of,Pennsylvania 3 3/8% 92,982.10dated4/1/59 due 7/1/81 75,150•00 25,000 23,245.53 18,787.50 25,000 23,245.52 18,787.50 10,000 Pittsburgh,City of,Pennsylvania 5 5/8% dated 11/1/70 due 11/1/81 10,000.00 10,119.33 10,000 10,000.00 10,119.33 TOTAL SECURITIES 1,063,407.04 1,985,453.38 265,348.08 496,358~28 266,177.63 496,363.71 Funds required to equalize distribution as of market value of securities 4/5/76 9.50 9.50 7·44 7.44 2.01 2,01 1,063,416.54 1,985,462.88 265,355.52 ,496,365.72 266,179.64 496,365.72 The following assets suspended pt:l!ldiug final settlement of exceptions filed re fees and expenses: BONDS 40,000 Allegheny County,Penns,Y1vania 3 1/4% dated 10/1/56 due 10/1/76 . 10,000 Delaware County,Pennsylvania 5%. dated 9/15/70 due 9/15/79 , 5,000 Lancaster County,Pennsylvania 5.45% ,dated 8/15/75 due 6/1/85 Pennsylvania,Commonwealth of 5,000 2.70%dated 3/15/64 due 7/15/76 5,000 3 3/4%dated 5/1/66 due 11/1/78 15,000 4 1/2%dated~15/68 due 12/15/85~,OOO 4.65%dated 6 1/72 due 12/1/Bj 5,000 5%dated 8/1 73 due 2/1/84 5,000 5.50%dated '5/;1./69 due.'5/1,/87 15,000 6.40%dated 8/15/75 due 2/15/86 10,000 6.50%dated 8/15/75 due 2/15/87 Philadelphia,City of,Pennsylvania 10,000 2 3/8%dated 7%152 due 7/1/76 11,000 2 1/2%dated 11 16/55 due 7/1./76 5,000 2 3/8%dated 6 1/55 due 6/1/76 5,000 3 1/2%dated 7/1/61 due 7,1/79 10,000 6 1/2%dated 9/30/65 due 7/1/79 39,476.71 10,071.60 5,000.00 4,924.20 5,074.30 14,795.25 4,8'/~•.lO 5,040.50 i..,7L,.2..85 15,111.30 10,078.00 8,664.05 10,230.65 4,475.00 4,987.50 10,330.90 "I c. WALTER H.BAKER,DECEASED FOR GARRETT B.LeVAN;SUCCESSOR LIFE TENANT (NOW DECEASED) (H03014000 ) PROPOSED -SCHEDULE OF DISTRIBUTION BASED UPON MEAN MARKEl'VALUE OF SECURITIES AS OF APRIL 5,1976 Page 4 1/4 SHARE 1/4 SHARE ANDREA LeVAN KINNEY KATHERINE LeVAN ASPEN LEDGER MARKET LEDGER MARKET LEDGER MARKET Principal -Personalty VALUE VALUE VALUE VALUE VALUE VALUE PAR VALUE BONDS PAR VALUE PAR VALUE 10,000 Pennsylvania,Commonwealth of,5% dated 8/1/73 due 2/1/84 10,081.00 9,661.00 PennsylVania,Commonwealth of,5.50% 10,000 dated 8/1/71 due 2/1/85 9,632.30 9,715.00 10,000 9,632.30 9,715-.00 40,000.dated 5/1/69 due 5/1/87 37,942.80 38,269.33 10,000 9,485.70 9,567.34 10,000 9,485.70 9,567.33 40,00.0 Pennsylvania,Commonwealth of,6.40% dated 8/15/75 due 2/15/86 40,296.80 41,342.67 10,000 10,074.20 10,,335.66 10,000 10,074.20 10,3,35.67 100,000 Philadelphia,City of,Pennsylvanfa 3 3/8% dated 4/1/59 due 7/1/81 92,982.10 75,150•00 25,000 23,245.53 18,787.50 25,000 23,245.52 18,787.50 10,000 Pittsburgh,City of,Pennsylvania 5 5/8% dated 11/1/70 due 11/1/81 10,000.00 10,119.33 TOTAL SECURITIES 1,063,407.04 1,985,453.38 265,731.73 496,365.67 266,149.60 496,365.72 Funds required to equalize distribution as of market value of securities 4/5/76 9.50 9.50 .05 .05 1,063,416.54 1,985,462.88 265,731.78 496,365.72 266,149.60 496,365.72 The following assets suspended pending final settlement of exceptions filed re fees·and expenses: BONDS 40,000 Allegheny County,Penns,Ylvania 3 1/4% dated 10/1/56 due 10/1/76 10,000 Delaware County,Pennsylvania 5% .dated 9/15/70 due 9/15/79 5,000 Lancaster County,Pennsylvania 5.45% dated 8/15/75 due 6/1/85 . Pennsylvania,Commonwealth of, 5,000 2.70%dated 3/15/64 due 7/15/76 5,000 J 3/4%dated 5/1/66 due 11/1/78 15,000 4 1/2%dated~15/68 due 12/15/85 5,000 4.65%dated 6 1/72 due 12/1/85 5,000 5%dated 8/1 73 due 2/1/84 5,000 5.50%dated 5/1/69 due 5/1/87 15,000 6.40%dated 8/15/75 due 2/15/86 10,000 6.50%dated 8/15/75 due 2/15/87 Philadelphia,City of,Pennsylvania 10,000 2 3/8%dated 7%152 due 7/1/76 11,000 2 1/2%dated 11 16/55 due 7/1/76 5,000 2 3/8%dated 6 1/55 due 6/1/76 5,000 3 1/2%dated 7/1/61 due 7/1/79 10,000 6 1/2%dated 9/30/65 due 7/1/79 39,476.71 . 10,071.60 5,000.00 4,924.20 5,074.30 14,795.25 4,878.10 5,040.50 4,742.85 15,111.30 10,078.00 8,664.05 10,230.65 4,475.00 4,987.50 10,330.90 , ,-' WALTER H.BAKER,DECEASED FOR GARRETT B.LeVAN,SUCCESSOR LIFE TENANT (NOW DECEASED) (H03014000 ) PROPOSED SCHEDULE OF DISTRIBUTION BASED UPON MEAN MARKET VALUE OF SECURITIES AS OF APRIL 5,1976 Page 5 SAVINGS ACCOUNT The Union National Bank of Pittsburgh Master Savings Account Less: Amount due accountants for Administrative Expenses 132,245.20 Amount required to equalize distribution 9.50 PRINCIPAL BALANCE LEDGER VALUE 20.200.00 1,241,497.45 132.254.70 1,109,242.75 MARKET VALUE 1/4 SHARE GARRETT J.LeVAN LEDGER MARKET VALUE VALUE 1/4 SHARE PETER H.LeVAN LEDGER MARKET VALUE _VALUE Income -Personalty Net income subsequent to 2/16/76 The following income cash suspended pending bond interest to be received on next coupon interest payment period,viz: Accrued Net Income on hand and to be received due Estate of Garrett B. LeVan,Deceased NET BALANCE 12,743.66 12,743.66 3.140.29 1.125.126.70 1.998.206.54 3,185.91 268.541·43 3,185.91 499.551.63 3,185.92 2b9.365.56 3,185.92 499.551.64 -.. " Page 6 WALTER H.BAKER,DECEASED FOR GARRETT B.LeVAN,SUCCESSOR LIFE TENANT (NOW DECEASED) (H03014000 ) PROPOSED SCHEDULE OF DISTRIBUTION BASED UPON MEAN MARKET VALUE OF SECURITIES AS OF APRIL 5,1976 SAVINGS ACCOUNT The Union National Bank of Pittsburgh Master Savings Account Less: Amount due accountants for Administrative Expenses 132,245.20 Amount required to equalize distribution 9.50 PRINCIPAL BALANCE LEDGER VALUE 20,200.00 1,241,497.45 132,254.70 1,109,242.75 MARKET VALUE' 1/4 SHARE ANDREA LeVAN KINNEY LEDGER MARKET VALUE VALUE 1/4 SHARE KATHERINE LeVAN ASPEN LEDGER MARKET VALUE VALUE \. Income -Personalty Net income subsequent to 2/16/76 The following income cash suspended pending bond interest to be received on next coupon interest payment period,viz: Accrued Net Income on hand and to be received due Estate of Garrett B. LeVan,Deceased NEI'BALANCE 12,743.66 12,743.66 3,140.29 1,125,126.70 1,998,206.54 3,185.91 2b8;C)17.69 3,185.91 499,551.63 3,185.92 269,335.52 3,185.92 499,551.64 ___I IN THE COURT OF COMMON PLEAS OF WASHINGTON COUNTY"PENNSYLVANIA ORPHANS'COURT DIVISION In Re:Estate of Walter'H.Baker, No.70~3l6 deceased~trust'for Wilma L.Baker~et al BRIEF OF EXCEPTORS JamesW.Frey Hoppe,Frey~Hewitt &Milligan 500 Second National Tower Warren,Ohio 44481 Telephone:'(216)392~154l James H.McCune Washington Trust Building Washington,Pennsylvania 15301 Telephone:(412)228-4180 Attorneys,for Exceptors Robert F.Patton Buchanan,Ingersoll,Rodewald,Kyle &Buerger 600 Grant Street' Pittsburgh,Pennsylvania 15219 Telephone:(412),562-8800 Attorneys for Trustee ~.'., .' REASONABLENESS OF ATTORNEY'S TERMINATION FEE OF $34,800••• A.·Exceptors'position . B..Burden of proof .. C.Legal services paid by Trustee .••.•.••••.•.••••.•••• 1.Sale of Universal-Cyclops stock ~••••••••••••..• 2.Other legal services performed prior to June·12,.1970 .. "" 1. D. E. F. TABLE OF CONTENTS 3.Services performed after June 12,1970 •.•••••.. Testimony of practice for charging legal fees in testamentary trusts '. 1.Relevancy". 2..Credibility .. Opinion evidence of reasonable attorney fees •••....• Conclusions as to.fees'payable to Trustee's.attorneys ~. 1 1 1 2 2 7 8 9 9 10 13 15 II.REASONABLENESS OF TRUSTEE'S TERMINATION FEE OF $97,700...16 A.Exceptors'position •.••.••••••..••.•..•..•••...•.•..16 B.Termination fee of $97,700 vs.aggregate annual principal charges of $58,763 16 1.Propriety of adding an interest charge to the annual principal charges •.•••..•..•..•.••17 2•.Rate of annual income charge .•....•..•..•••...•17 3.·Negative performance by Trustee ••.......••..••.19 C.Concl~sions as to payment of Trustee's termination fee 25 TABLE OF AUTHORITIES Statutes Act of May 1,1953,"P.L.190,20 P.S.§3274,§5(1) Bowman Trust,.1 Fiduc.Rep.502 ••••..•••••.••••...•..•••..•.•• Heltzel'sE~tate,·52D.&C.2d 337~'339 (1945)..••......•...• Hotten~tein's·Estate,6 D.&C.464 '.(1921). OttEstate,·103~Pa.Super.Ct.55,158 A.286 (1931)••.••••••. WtlkerEstate,.26'D.&C.2d.3l5 (1962).. Williams Estate,8 D.&C.2d 284·(1956). Williamson E~tate,368 Pa.343,"357 ••..•••.••...•.•..••..•.... Attachments December 21,1961 attorney fee schedule of the Allegheny County.Bar Association October 18,1965 attorney fee schedule of the Washington County Bar Association July 20,1970·attorney fee schedule of ~heWashington County Bar Association Net appreciation of shares,other than Universal-Cyclops Corporation,acquired from decedent's estate 17 21 1 1,13 1 1 1,2 25 "1 . IN THE COURT OF COMMON PLEAS OF WASHINGTON COU}ITY"PENNSYLVANIA ORPHANS'COURT DIVISION In Re:'Estate'of Walter H.Baker~, deceased~trust for Wilma L.Baker,et al BRIEF OF EXCEPTORS No.70.,..316 1.REASONABLENESS OF ,ATTORNEY'S TERMINATION FEE OF $34,800.', A.'Exceptors'Position.Trustee's 'counsel claim a termination fee of $34,800,over and above the $6,410.33'paid to thein'during the administration of the trust,or a total of $41,210~'33.It is the'position of Exceptors that the Trustee's,counsel'were paid for all serVices per- formed,prior to,June 12,:1970"and that the services'performed there- after do not justify the allowance of a terinination fee of the magnitude claimed~l B.Burden of 'Proof.When exceptions are filed'contesting the' amount of attorney's fees claimed in a decree of distribution,the burden of proof of showing the fees reasonable rests on the attorneys claiming the fee,Ott Estate,103 Pa.Super~Ct.55,158~A.286 (1931); Williams Estate,8 D.&C.2d 284 (1956);HottEmsteiii's,Estate,6 D.&C. 464 .(1921)."Attorney'sfeesdo not prove theinselves and when they'are challenged by exceptions,proof of the character and value of the services must be submitted to the auditor."Heltzel's Estate,52 b.&C.2d 337, 339 (1945).No claim could beinade or was made thattheTrustee'~ attorneys had made anyagreeinent that a termination fee would be payable to thein or how the same would be calculated~and in that situation (contrasted to the situation where,the'fee,is based on calculations made in accordance with a local minimum fee'schedule,Walker Estate,26 D.&C. 2d 315 (1962»,the'burdenof proof is on the trustee's.attorneys to 1.Under the July 20,1970~fee schedule for Washington County,an attorney for this trust would be allowed a termination fee of approximately $16,200,against which:would becredited,the $6,400 previously paid,or a terinination fee of $9,800., ,. prove their fee reasonable. I,~,I I ~l' This rule is particularly applicable in large estates where large fees·hive been charged~See Williams Estate, 8 D.&C.2d 284 (1956),at 287 which states: "To justify counsel fees of this size,the burden of proof is upon counsel·to demonstrate that extraordinary and unusual services were performed." We submit that the proof shows no extraordinary and unusual services were performed and,secondly,the Trustee's counsel has already been paid for all its services performed prior to June 12,1970. C.,Legal Services.Paid h Trustee·.· 1.Sale of Universal-Cyclops Stock.It is clear from the testimony that the'most valuable serVices performed by counsel for the Trustee during the 25 year period of the·existence of this trust were in connection with the sale of Universal-Cyclops Corporation stock (R.229).1 Since the Trustee's counsel submitted·their bill at the conclusion of these services·on September 30,1958,·"For professional services from May,1956,to date re sale of Universal-Cyclops Corporation stock"for $2,544.532.(Exceptors'Exhibit G;Trustee's Exhibit 9)3 and the same was paid by the Trustee,Exceptors now consider it immaterial what the services·were or their value.The June 12,1970·,-bill of the Trustee's attorneys of $3,666 (Exc-H;T-10)should also be considered as being in part due to their services with reference to the sale of Universa1- Cyclops stock because Mr.Patton refused to admit that this bill of $3,666 was justified by·the services performed·between·September 30, 1958,·and June 12,1970:,.but instead the·June 12,1970,bill for un- specified services of $3,666 was "on account for the total services rendered during the·period of the·trust"(R.248).Having been com- 1.Reference to pages of the record are denoted (R ..). 2•.It is interesting to note·that the Trustee charged 82%of this bill or $2,194.77 (R.137)".to this trust and the balance to other Baker trusts,but in the claim for termination fees of the Trustee's counsel,no such allocation is made.Presumably the other Baker trusts have not or will not be charged·a termination fee covering these same services. 3.Reference to Exceptors'exhibitswi11 be denoted as Exc-and to Trustee's exhibits as T----- -2- r''r 1 , 'r ; registration statement (seepage 10 of T-ll).Mr.Patton did not know who performed the'legal services'in this project,but it would seem obvious in reviewing T-ll,the preliminary draft of the 8-1 registration statement,and T~12 (the preliminary draft of the prospectus which is part of the'registration statement),that most,if not all,of this work would have been done by'the'attorney for the company,not the Trustee's attorneys.Mr.Patton's firm was not counsel'for the company (R.231). The information contained in the'registration statement is primarily corporate'informa~ion,i.e.~it is the company's.capitalization,income, history and business,etc~,which are uniquely within the'knowledge of counsel for the company who'would De best ,qualified and able to judi- ciously do this from a time standpoint.Likewise,Universal-Cyclops Corporation would have the'prime responsibility'for the'accuracy of the registration statement and be the'main recipient of the proceeds resulting from the sale of its'shares.It is therefore logical to assume Universal- Cyclops'corporate counsel did the work.Indeed~our conclusion as to the minimal participation and time involved'by the Trustee's,attorneys in this registration work is borne out,by T-5,a letter of July 18, 1957,from Mr.Kyle to the Trustee~which reveals he'was working on the indemnity which would be'furnishedby'Universal-Cyclops to the Trustee for any misstatements in the registration statement.In summary,in connection with the preparation of a draft of registration statement, Trustee's attorneys'work'would appear tohave'been'minimal and limited to initial review of drafts and working out an appropriate indemnifi- cation ,agreement.This plan for Universal-Cyclops Corporation to file a ~egistration statement was dropped because of a price fall in the stock market (R.194)~ As a result of the'issuance by Universal-Cyclops Corporation of additional shares'in connection with the acquisition of a company' (R.195),'the Trustee's attorneys ,again wrote the 8.E.C.on May 6,1958 (T-6)asking again whether'it would be'necessary to continue selling -5- r J'I II,, sharesunder'Rule154 in view'bfthe'dilution of their percentage holdings in Universal-Cyclops Corporation.As indicated'by,T-7,the S.E.C.determined that sales'must'be,continued under'Rule 154. In view'of the'experience and competency of the'Trustee's counsel in S.E.C.work and the indicated amount of time spent in pre- paring six letters (T-2-7)and review'bfthe draft ,of a registration statement (T-ll),there is not involved an inordinate'amount of time nor resolving of any intricate legal problems.Further,the'Trustee's attorneys were not successful,in achieving for its'client any relief from the restrictions'on sell~ng under'Rule 154.,Thus,'although the attorneys were competent,'there were no complex',legal problems involved, the'time involved was not great and no beneficial results to the Trustee were achieved'by their efforts.'From all this it seems reasonable to conclude the bill of September'30',1958"for $2,500,for services plus $44.53 of expenses'wasthe fair and reasonable value of the legal services performed~ A most'important factor in evaluation of this bill is we,are dealing with'1958 attorney'fees~'not 1976., The conclusion that the September'30',1958·bill was the reasonable and complete value·of their services is buttressed by the written memorial,of theseservices~'Therewas no ambiguity in the Trustee's attorney bill,which simply and clearly states: "For professional services from May;'1956"to date',re sale of Universal-Cyclops Steel Corporation stock." It does'not say it is "on account"or a "partial billing"or any other form of limitation in the bill for services'rendered~In view'of the young ,age of the'succeeding life beneficiary,the son of ~rs.Baker~ which would make it very possible that those officers of the Trustee and the involved attorneys would not be around at the termination of the trust,the'absence of some limitation in the'attorneys'bill,and the absence of any written memorial on the subject~is very significant. -6- ":, j , " After'the September',30'"~958 bill,there was only one other legal service with reference to Universal-Cyclops Corporation stock. This was the letter of Mr.Kyle to the Trusteedated'May 22,1962,(T-8) advising that the'Trustee,need'not make any reports to the S.E.C.on changes in shareholdings of Universal-Cyclops Corporation.The value of this service'is covered'by the'bill of June 12,~970,(Exc-H;T-lO)as is discussed'in detail at page 8 herein. In conclusion,we submit 'that the evidence herein does not permit consideration of the1egalservices'rendered in connection with the sale of Universal-Cyclops stock in determining the'attorney's proper termination fee as they have been fully paid. 2.Otherlegal,services'performed'prior to June 11..z..'1970,. The'additional legal work,claimed'to have ,been p~rformed by Trustee's,counsel from the trust's inception,other than ,the Universal- Cyclops Corporation work,until.June 12,,1970;,was ,of a ,very minor nature.They'consistedof: 1.reviewing one or two of the accountings prepared' by the Trustee'(R.248); 2.consultations prior to 1963 by Mr.Ingersoll with Mrs.'Baker and·the',Trustee.as to prudent investments. .'.1 '(R.180,R.251), 3.'procuring,in 1955,a debt acknowledgement of a $5,300.indebtedness (R.252)from a John Bigler so as to toll the.statute of limitations (R.'181-2); 4.,1953,consultations and an opinion (T-1)as to dis- cretionary ,principal,payments needed'by,Mrs.'Baker (R.181)for her under a wi1lwhich authorized the same for her'','maintenance,'support,comfort and welfare"with a direction to the,Trustee to give a "liberal construction to the needs for which such principal might'be:used.,,2 See also (R.,253-4);' 5.a May 22,1962'(t-8),letter of Mr.Kyle to the Trustee advising that the Trustee'neednot file Form 4's with 'the S.E.C.on changes in its'share- holdings of Universal-Cyclops Corporation. 1.Whatpart,of theseservices'werechargeable to Mrs.'Baker'is not disclosed (R.251),but in view of the limited investments made by the Trustee and the required'expertise'of the Trustee,this could not be a very ,time-consuming serVice~' 2.Quoted language from Article Siith (a),page 2 of will of Walter H.Baker which established this trust. -7- f , Separately,or collectively,the foregoing additional legal services performed prior to June 12 ,1970;are,obviously neither time consuming nor involved~any complex'legal matters.Notwithstanding,the'attorneys billedthe'Trustee on June 12,1970,'(Exc'-H;T-lO)$3',666 for legal services'rendered.This was 12 years after the September'30,1958"bill for its serVices in connection with the sale of Universal-Cyclops stock. Mr.Patton indirectly admitted that the'work p~rformed'by his office during this ,12-year period ,between September 30',,1958,and,June 12,1970" to-wit,'review of accountings prepared',by ,the ,Trustee'and the May 22, 1962,letter (T~8)"did not justify a bill ,of $3,666,but instead it was "on account for the total services'rendered'during the period of the trust"(R.248)'.We submit Mr.Patton was very accurate when he said that the June 12,1970"bill was to'cover serVices'since the beginning of the trust other'than the'bill for services'in connection with the sale of Universal-Cyclops stock which had already been billed.It would seem obvious-that since the bill did not cover just the services for the l2-year period,which are relatively minor,then the bill would have to cover other work done before that date.It is submitted'that the above other services'of the'attorneys were,completely and adequately covered by,the June 12,1970)bill~ The'attorney'bills whichwete paid speak for themselves and give no hint,that the'same are only in partial payment for services rendered~Theonlylogical and credible conclusion to be reached is the Trustee's ,attorneys havebeen'paid the reasonable value of their services to the trust'prior to June 12,1970~~ 3.'Services Performed'After June 12;,1970. The only service'performed ,by the Trustee's.attorneys after June 12,1970~related to a very minor matter~A 1975'suit by Consoli- dation Coal Company,to quiet title to'real estate in West Virginia.It was testified that a settlement was made by the Trustee's delivery of a quit claim deed to Consolidation Coal Company and thepayoent of a -8- ,'I, 1 • " nominal consideration,thought,to,be,$500'.(R.,221).Other'thai".that, was the'review,of the'proposed,fourth',and partial account ~.,hid.,'upon the'death'of the life tenant,'was made the fourth and final account,for which the'attorneys billed the Trustee'$200,(R.258).. D.TestiIil6ny·of'PraCtice for Charging legal Fees in Testamentary Trusts.' 1.'Relevancy.,To refute'the unambiguous form,of the September 30,1958"bill'for ,legal services~J:1r.Patton testified~over (·bjection, (R.204~7),that there was ,some practice'in Pennsylvania that in certain trusts "nominal interim statements"'would be rendered when a pc.rticular job was ,completed'with the'final and complete ,remuneration paie.when the trust'was,terminated (R.208)·.Mr.Patton also'testified that this alleged practice,was consistent with'theminimum fee'schedule in effect at the'time 'CR.208).We have been unable to locate the'fee bill appli- cable'to 19'58,-but the minimum fee bill of Washington County of October 18"J.965,'<;l.nd of Allegheny County dated'December'21,J.96l,(copies of which are.attached)contain no,information regarding'.such a pr~ctice. Further~the'July 20,,1970),minimumfee'bill for ~ashington County~ completely refutes'Mr.Patton's.claim,as it provided that the attorney could either make interim billings to ,the trustor charge a termination fee~'not both,'see attached~l More,importantly"the,existence of any such.practice is com- pletely irrelevant.,There,is.no evidence'that any such practice was followed with'.this trust.It is most'important to consider that Mr. Patton had neither'participated in the'work involved in the'sa~e of Universal-Cyclops,nor in its billing.This.work vas done by,Mr.Kyle and Mr.Ingersoll.So Mr.Patton cannot testify,and did not attempt to testify"that the'bill ,of September'30;,1958 was submitted to the Trustee under'any such understanding of any practice of the'Pennsylvan~a Bar. 1.Mr.Jonathan Alliso~gave no testimony to support Mr.Patton's testimony of a practice~torender modest interim bills pIns charge a termination fee~'His reference in cross-examinacion to a termination fee must be with'reference to the Washington County,fee schedule to charge either as the'work is performed or at the termination of the trust _not both. -9- r - .." 1 , " Absent this missing basis for this testimony as to.a Pennsylvania practice,,:j.t.is,completely irrelevant,that such inight'have been the practice with sometrusts.by some attorneys.'By,the same token,Mr. Echement was not handling,this trust at the'time of the'payment of this bill and was not in a position to say,nor did he attempt to testify, that the bill was paid by the bank with that understanding.Therefore, this evidence is irrelevant. 2.Credibility~That any such practice would be:followed' with a trust of this duration is likewise completely illogical.At the time these'services'were,performed~the income beneficiary.was the mother of the succeeding income beIJ,eficiary,who',at that time was in his 40's.Mrs.Baker,the first'~ife tenant,did not die until May 4,1963, and the succeeding life,tenant,~GarrettLeVan,died.prematurely in 1976 at age 63 'CR.106-8).In view of the'fact that.the lawyers who performed the services prior to September'30,-,1958,would probably not be around when the'trustterininated'some 20 ,years later~it seems completely illogical to assume that they'would follow any practice which would turn over the uncompensated'portion of ,their services to succeeding partners. It was·pointedout that although Mr.Kyle and Mr.Ingersoll are,still alive"they~are no longer partners and they will not share,directly or indirectly"in whatever fees are awarded to counsel for the'Trustee in this case (R'.244).It is,completely.illogical that Messrs.'Kyle and Ingersoll would give away th~fruits of their work,to those who'succeeded them in partnership.Although it.may be conceivable that such a practice might prevail when the life tenant is elderly,but,it is not when you have two succeeding life tenants,'both in good health and one the son of the first life tenant.The time'factor alone precludes'the logic of such,a practice in a trust of this.type. The inability~of counsel'for the'Trustee.to furnish'certain key evidence alsomitigates'against the Claim that this alleged Pennsyl- vania practice:was considered inthe'Trustee's,attorneys'billing of September 30,1958.,First,'since both the attorneys rendering the -10- ,'"" services and the'trust'officer representing the'Trustee'would probably not ,be'around-at the'termination of this trust,it seems logical that they would also'have memorialized~either'by the'phras~ng of their billing or some other'documentation,-that the'September 30',.1958"bill was not intended'as a complete bill for services~This was not done. Secondly,'if a firm of attorneys'was going to billa termination charge many years ,after the rendition of services~it would logically have maintained'detailed'time'records as that is one of the important criteria in determining the'reasonab1eness'of attorneys,fees~'butsuch is not the case here.'There,were,only'diary sheets'for "about','200 hours of time out of Mr.l?atton's,estimated'time of "around"400'hours,(R.230). Another piece of important evidence which we submit precludes the possibility'that the'bill of September'30','195$,-was intended as a "modest'"interim billing is the'existence of the'June 12,:1970,bill of counsel'for the Trustee'(Exc-A;T-lO)'.This bill of June 12,1970', almost'12 years after'the September',30',',195$:,billing for the S.E.C. work,'was $3,666 and was stated'to be for "professional,services."Mr. Patton testified the'only services'rendered the'estate in the'12 year period between'the'September'30',195$·,-bill'and the June 12,'1970"bill was the'rendition of the opinion dated May 22,1962,:,Ct-8)(advice on filing Form4's,with the S.E.C.on change of ownership of Universa1- Cyclops Corporation shares)and the firm's review of the second and third accountings (R.247-8)..1 What is the'significance,of this June 12,1970:bill?First,'it shows that ,there ,was no "particular" job completed on or about June 12,1970:"f~r w~ic.h a "modest"interim statement would be submitted and ,yet·a bill was submitted~Thus,'the June 12,;.:L97b:;bil1'was not in accord with this alleged billing practice. Secondly"if the'June 12,1970:,-,bill was not justified'by the work 1.Mr.Patton must be in error as to services'rendered in reviewing the first and second partial accounts,'as well as in his trial brief at page 7,'as,the Trustee',in answer'to interrogatories 23(a) and 23(b)attributes'such services to other attorneys'who were paid therefor;also see CR.262)~ -11- ,. " performed between'September 30','1958"c;l.nd June 12,.1970,what work did this bill cover?..We submit theonly~ogical explanation of the'bill of June 12,':L970,,'is that Trustee's.counsel·submitted a bill,12 years after'it had performed'its~major service to the'trust,of picking up the unbilled'time for services'performed prior to June 12,1970·•.In effect, this.conclusion was.substantiallyadmitted·to by Mr.Patton when he testified'(R.249)'.that the'June 12,1970,bill "was an interim accounting fee~on account for the total.serVices·renderedduring the'.period of the trust~'"We submit this bill·would·have.covered:theunbilled·time in- eluded'in the'two:items ,of service,p~rformed'between'September'30',.1958, and·June 12,'1970','as·well as (1)counsel's.interpretation of the discre- tionary invasion of principalpowers.of the Trustee under'the'will of Mr •.Baker.set forth in T-l;(2):procuring the acknowledgement.or the debt of John.Bigleron his.twonotes'totaling $5,358;,and (3)whatever investment advice was.given by',counsel'during .the·.period prior to 1970. Thus,it appears.clear·there is no credible evidence in the record.that any so~called·practice·togive.modest·interim.statements when'a particular job was completed and charge the balance of its fee as a terminal fee'chC3;rgewas involved in this trust;.whether there was a practice in.Pennsylvania.to'.make modest·interim billings and charge a 1 termination fee·.·is not a .relevant .question in this case;'.The relevant question is whether this practice wa$·followed'.in this case,c;l.nd there is no credible.evidence that it was '.the'basis.of billing in.this trusL Neither Mr.Patton nor Mr ..Echement had anything to do with the billing or paying of .the·attorney·.fees~·'The'bills submitted speak for themselves and give no hint that the'same was only in partial'payment for services rendered.The only logical·and credible conclusion to be:reached is that the Trustee's.attorneyshavebeen·paid.the·reasonable value of their services to the'trust·prior to.June 12,1970··.. Parenthetically.it should be'observed'that in arriving at theseconclusions,no attempt,is.being made toinpugnthe integrity of Mr.Fatton or any other'member of his firm.He had no part in the -12- ,'" representation ,of,this,trust'during',the'period involved~Probably he did not know bfthe'existence ,of the fact'that,the'trust'has,been billed by his ,firm on two'separate'occasions until a detailed'reviewbf files was,required'bY:,the'exceptions and,interrogatories,submitted'in this case,'and certainlybecause',of his lack'of participation,would not know the,scope or intent of the'billing partners in submitting,these'bills. E."'Opiri.ion 'Evideri.ce'of Reasonable Attorri.ey'Fees.' Mr.Jonathan Allison testified'that,the'termination fee'claimed by',the',attorneys,was not in excess'of what he considered'a reasonable fee'(R'.269).'The'probative'value of this testimony could readily be refuted by'one aspect:of Mr~A1lison's,testimony,whereinhe'testified hew-ould seek'out the judge for the answer'as to,the'amount of a termi- nation,fee~in the event no legal services had ,been performed'(albeit all legal services'performed'had been'paid ,for),(R'.,,276).However~there is other'testimony of Mr.Allison that demonstrates',his inability to give a helpful opinion onthe'reasonableness'of the'termination fee charged in thistrust~It is clear from the'evidence that his experience with S.E~C~,work,is limited'and did not involve'the'type of work,performed by Trustee's,counsel~His onlyrelated'experience w-asthat he was familiar with:what is required in the preparation of~egistration statements (R.271);'As pointed'out at'pages"4 and 5 hereof,the'Trustee's,attorneys had,noreal'involvement in,such:work. Mr.,Allison,in,answer',to the question ,of whether the'"value of the'trust'is a significant'factor in your',evaluation of what the' proper fee'should ,be?",answered"Ye,s~'.;iccording to'Pennsylvania law,it is a significant factor."(R.,276)'.In Hottensfeiri's,Esfate',6 D.'&c. 464',,469,'the,court stated'with'regard to'attorney'fees':' "After'all,'the'fee'is to'be'based'upon the value of the'service,rather'than upon the value of the estate." The cross~examination further'broughtout that Mr.Allison's,methods of checking the'reasonableness'of the'attorneys"fee'were,in part,based -13- upon reducing the charge to a monthly rate of $110 ,over',the'26:,year term,' of the'trust,irrespective of the"amount of work done and its complexities (R'.269)",and,in part by'his assumption that there,~vere,405',hours spent by',the Trustee's,attorneys"over',the ,period of.the trust's,existence and arrived'at an hourly rate,of $85·an,hour (R'.,269)'.'The,assumptions used for this lattermethodare,veryquestionable~No evidence had been offered to'.show how many hours"of time'were,ref1ecb~d,inthe attorney' bills',aggregating :$6,'4QO'.''previously ,paid by'the'Trustee.',Secondly"Mr. Patton.testifiedthe'only'diary.notation of time spent·on the trust was "around"200,hours,whichbyMr~,Allison's,calculationsresult'in a rate of $170:an·hour•.Added'to'the'erroneousness'of Mr.,Allison's,assump- tionsis,consideration of the'fact'that,most'of the'hoursof work were rendered'in the'1950's and not :the'1970:'s.''The'value',of an hour of work in the'1950'S,is certainlY'not the'value of an hour of work in the' 1970's,'~ven'.if Mr.,Allison were familiar with'the'S.E:C:,related'work in .this trusL Mr.,Allison also testified that in Pennsylvania "It's,been the way we'practice law that the'attorrieys'receive a,termination fee.'"(R.277). We ,submit the'obvious answer~to'that is that'no attorney'is entitled to a terinination .fee'if he'has been'paid for his work.''In this connection, we submitthat;Mr~Allison is probably referring to'the'fee schedule of Washington.County'which'provided"that an·attorney could charge a terini- nation fee or interim fee~'but not both (~nfortunately,thiscounsel did not know.the'provisions of this portion of.the',county-fee'schedule of 1970:at the'time of the'hearing so ,that this conclusion could not have been'made Clearer).We submit that Mr.Allison did not intend to convey the'idea that an,attorney has a right'to'charge for services as they'are performed'and theri~mere1y,because,of the fortuitous ,event of the'termi- nation of the'trust,charge an exorbitant fee inere1y because'it is terininated and it is his last chance to get'a fee out of the'trust~ -14- F.·Concltisibnsasto·Fees·Payableto·Trustee's.Attorneys. An analysis of all the·.evidence:presented·in this case,·docu- mentary.aswell as oral,would;we submit,result in only one conclusion, i.e.,·the·attorneys·for the Trustee were paid during the administration of this trust·for all their services·.prior to·June 12,.1970,.Thereafter, the onlyservices,performed'were.in connection with the minor matter'of the Consolidation Coal Company and preparation and hearings on the fourth and final account .of the'trusL·What then is the·.value of these uncompensated services?One approach would be to'require counsel to submit detailed·time charges to the·court,for its review and evaluation. Another'approach:wouldbe toutilize~the·1970:fee·schedule of theWash~ ington County·Bar Association basedon.the'six.years.of,service since 1970 for which the attorneys,have '.notbeen'compensated·.This would result in the·payment of a termination charge .of $3,892',50.Another' alternative would·be:to use·the same fee'schedule for the'entire duration of the trust·which would result in a termination charge of $9,800· ($1'6,200'.less $6,,400','previously paid)•.Unfortunately the·Trustee's counsel·has not given any information on the time spent since 1970 on this matter and makes impossible a realistic suggestion of what the proper fee'should·be'.· -15- -----I II.REASONABLENESS OF TRUSTEE'S.TERMINATION FEE OF $97,JOO.· A.Exceptors'Position.During the existence of the trust, the Trustee paid itself an income fee of $48,000 '(R.48),which amounted to almost $2,000 a year over·the 25 year term of the·trust.Now the Trustee requests a terinination fee·of $97,JOO,.an amount equal to the total income of the trust in 1976 (R.141)and which exceeds by $38·,937 the amount to·which the Trustee would have been entitled under its own principal fee'schedule,see Exc-A. It is the position of the Exceptors that the'Trustee should not be'entitled·to a terinination fee in excess of the amount which it would have collected if it had charged'the trust annually based on its own principal fee schedules,and the Trustee's attempted justification for an additional amount is not supported by the evidence.Further,it became quite apparent that in the'course of the administration of this trust there were inany shortcomings in the Trustee's services which prejudiced the income beneficiaries and now prejudice the remaindermen. B.TerininationFee·of $97,700 ~AggregateAnnualPtincipal Charges .2i $5'8,763.'The Trustee would have been entitled to be paid,in accordance with its own principal fee schedule,based on as near year-end asset valuations as the'Trusteewas able to furnish,an aggregate prin- cipal charge of $58,763 '(Exc-A).However~the Trustee has asked for $97,700 as a terinination fee~This is an additional $38~937~or 66% over'what it would have received if it had charged on an annual basis. Its claimed justifications for a 66%·mark-up are: (1)inherent in a terininationfee should be an interest charge on the annual principal charges at the rate of 5%; (2)it is proper to consider that it charged an annual 2%income charge until 1973,and 5%thereafter;and (3)'it had done an unusual fine job in administering this trusL The record in this case does·not support the claimed·justifications of the Trustee for this 66%mark-up in its principal fee as will be discussed herein. -16- r- I 1.Propriety of Adding an Interest Charge to the Annual PrincipalCharges~Commencing in 1953 '(two years after'the com- mencement of this trust),the'Trustee was permitted by law to annually charge a principal fee to the trust and could apply such charges'retroactively to,serVices'performedprior to such date,Act of May 1,1953,P.L 190,,20 P.S~'§3274,Section 5(1).This the Trustee elected'not to do (R.156).To permit interest to be added at this time to the annual principal charges'is tantamount to saying that the Trustee's failure to take payment of an annual principal charge is to be treated as if the Trustee'elected to treat these annual charges as a loan by the Trustee to the trust and thereby engage in a commercial banking venture with trust funds.No life beneficiary or remainderman at any time requested any loans from theTrustee~and we know of no law which permits a conclusion that a fiduciary may,on its own volition,make an implied'loan to a trust and charge the cost of the'same against the remaindermen~Even'if it be proper'to consider this failure to charge as an implied loan,the statute of limitations would appear to bar,in and of itself,~ny consideration of interest on the annual principal charges beyond six years.Also,it is curious indeed that the Trustee'uses a 5%interest rate when'the rate of return earned in the trust during the course of its administration started'at 7%and by 1958 was less than 3%'and remained in the 3% level'until the last ten years when it has gotten in the range of a 4%to 5%return,see column b of Exc-A. 2.Rate of Annual Income Charge.'Another justification offered by the'Trustee for its 66%mark~up of its termination principal charge was that the annual income charge was only 2%up until 1973,when it went to the current 5%rate'(R.77).This is noth~ng more than a claim that the present officers ,of the Trustee have the right to catch up the difference between 2%,and 5%by an -17- increased termination charge.This income fee was fixed by.Mr. Whitworth,the then Trust Officer of the Trustee (R.79~80),and at no time did any income beneficiary participate,·directly or in- directly,in determining the amount .of this charge (R.77).The setting of the·income fee·was obviously due to the fact Universal- Cyclops Corporation was a customer of the Trustee (R.51)and,in view of the interlocking directorship between them,probably the largest customer of the Trustee.In the light of the correspondence between Mrs.·Baker and the·Trustee·(ExC:-D,E &F),there is also a question raised as to whether the co-trustee·was acting solely in the interest of the trust when·disposition.of Universal-Cyclops Corporation stock was involved·as it appears his actions were,in part,based on consideration.of the need·of "help of our friends in the matter of continuing control"of Universal-Cyclops Corporation (Exc-F).Again,whether·the amount.of annual income charges was a result of the close corporate and business inter-relationships between the co-trustees of the trust and Universal-Cyclops Cor- poration or a matter of pure business·judgment is not important. It was the sole judgment of the Trustee·to charge the income fee which it did charge.·It mustbe.assumed~since the·income bene- ficiaries are now deceased~that the·fees charged were considered by theTrustee~·underall the circumstances involving this trust, as a proper charge for its services·and cannot be used·as a justi- fication of a higher termination fee~· Likewise,there was apparently some sort of an .agreement between·the testator and the bank as to·charges which would be made on at least certain inter-vivos trusts.which may well have extended to the trusts established by his will (R ..79,.80).If it did extend to this trust,the·Trustee·unilaterally broke the.agreement in 1973"when·it increased·the fee·(R.77). We submit that since the Trustee established and charged against the·life income beneficiaries·of the·trust what was con- -18- sidered by the'Trustee to be a fair and reasonable charge therefor, it cannot now charge an increased'income fee'indirectly ,against the remaindermen'by an increase in the proper'amount of the termination fee'for its services with regard to the'principal of this trust. 3.'Negative Performance EY Trustee~Another basis the Trustee has used for the justification of a 66%mark-up of its termination fee is that it has done an exceptionally good job in the'administration of this trust~The evidence does'not support this claim. The starting point for the'discussion of this point is deter- mining what services of the Trustee are to be considered in reviewing the'reasonablenessof this requested'termination fee~The termi- nation fee is in lieu'of an annual principal fee and covers the Trustee's investment services,i.e.~management of the trust's portfolio of investments (R.48).Thus it does'not cover the work involved'in collection and distribution of income,reports and other contacts with the income beneficiaries (R.48).Although extensive testimony was given'on this latter'aspect of a trustee's work,the'material question to be analyzed is what was the worth of the'Trustee's investment services~' It became the'Trustee'December18"1950,at which time the market'value of the assets of the'trust was approximately $1,041,000, see first valuation of trust prepared January 30',,1951 (Exc-C). When'the last life tenant died on February 16,1976,the market value of the trust was $2,090,000,or a 200%'increase in the value of the assets of the'trust'since its inception.During the same period of time,'the Dow-Jones average increased'by,414%"and if such average had been'achieved'by:the'trust,the remaindermen should have been'in receipt of a $4,305,000'trust on February 16, 1976,not $2,095,000~, The Trustee went tO,great lengths'to avoid the damning evidence that this trust had not measured up to what it should have in -19- growth.'The Trustee first tried to claim the proper basis for comparing the'growth in value,of the'truststarted'with,the'de-' cedent's,death (R.90),on June,26;1947,when the trust'assets had a value of $683,552.11 notwithstanding the'trust'was not set up until December'18"1950,(R.,20).'The'value of the trust'assets when the trust'first came'into,.being was over'$1,000',000,($1',,041,,422:on January 10,,1951 (R.69).This ,attempt to avoid the damning impact ofthedocumentary,record,of the'administration ,of this trust is without'merit.','In,the'first'place,'the'Trustee'is,trying to justify a termination fee for the'administration of this trust'which began December"18,195b,,.,~otfor its',services as executor of the'estate for which it was separately paid.Secondly,'~oDow-Jonesaverage at the'date'of the'decedent's,death,or any,other',yardstick,was submitted to~make a basis for comparison,and if it had been,it would'only have fortified',the'comparison made herein. Next the Trustee in,itseffort to avoid the'impact,of its growth record claimed that it had to invest in tax-free income (R.109)',and,that the trust investments were not Dow-Jones invest- ments'(R.111)'and;therefore,the',comparison made was inconse-- quential.However;cross--examination brought'out,that these excuses did not refute'the'conclusion that the trust had not grown as it should have with'good management.'By the'October'5,1962 trust evaluation date {Exc-C)"the'proceeds from the'sale ,of Universal- Cyclops Corporation had been'invested'in tax-exempt bonds (R.99), and from that'date'on the money'invested'in tax-exempts,and equities has remained'fairly constant.By comparingthe'Trustee's valuations of this trust'made under'dates'of October 5,1962 and January 8, 1976'(Exc~C)~the equity valuation of the'trust'assets on May 1, 1962 was $1,168,222,:.;lnd it was only $1,349,552 on January:8"1976" or a 15%increase in theequity'value of the assets of this trust over a14--year,period.'During a like period of time,'the -20- Dow-Jones industrial average increased'49%,(R.111).1hus,the Trustee's investment services ended'up with an equity increase of 15%as against the Dow-Jones 49%or less than one-third the increase in the Dow-Jones average.Not a very satisfactory comparison.The next claim was that Dow-Jones is not the average to compare with this trust'investments in equities~'However~the trust on January 8,1976:had over 52%1 of the value of its equity investment in stocks which are utilized in determining the Dow-Jones average.2 On October 5,1962,it had 45%1 in stocks in the Dow-Jones group. If you eliminate the largest stockholding of the trust~Universal- Cycl~ps Corporation,the percentage of Dow-Jones stocks held by the portfolio goes to 57%in 1962,to 61%in 1976'.Thus,we submit that the'court has every right to consider the failure of the trust to even approximatethe'growthin,theDow-Jones average in evalu- ating the proper'amount of 'a termination fee due this Trustee. •Ih reviewing the overall growth'of this trust,the fact most damaging to'the Trustee's claim of excellent management of this trust is that,in large measure,the growth in the value of the trustis'directly attributable to the appreciation in the value of Universal-Cyclops stock and other stocks acquired from the de-' cedent's estate~3 This was not the result of any investment activity of this Trustee as the stock came from the decedent's estate.A trustee cannot claim the benefit of a market appreci- ation ,of dec,edent owned ,shares to justify additional termination fees~'see Bowman Trust,1 Fiduc.Rep.502'. On the sale of the Universal-Cyclops stock,the trust realized a profit of $927,773 (see'i.nformation left-hand side of page 1 of Exc-A).Even after the payment of the capital gains tax on this 1.Calculations from Exc-C for the dates indicated. 2.Components of the Dow-Jones industrial average held by the trust are as follows:American Telephone &Telegraph,DuPont,General Electric,General Motors,Texaco'and U.S.Steel,all of which were held both in 1962 and 1976. 3.The stocks~other than Universal-Cyclops,acquired from decedent's estate have increased in value $362,953 over their value when the trust was established~see attached~ -21- of $220,000"it had a net gain of over $700',000.,In other words, at least'three':"quarters of the'$1,.049,0001 gain in the'principal value of the assets of this,trust'from the date of its inception to date is a restilt of the'profit made on the'sale of this stock. The'Trustee can claim,no credit for this investment or dis- position advice as it had no connection with,its:acquisition or apparently in deciding that,it be sold,see',exchailge of cor- respondence between Mrs.'naker and Trustee (Exc-D,F).Thus, if you add together'thenet'profit after taxes made on the'sale of Universal-Cyclops stock,of over $700',000,and the $362,95/ of unrealized'profit from other stocks acquired'from Mr.Baker's estate',you have accounted'for 100%,of the'capit'al appreciation of this trust'in the 26:years of itsexistence;'The Trustee's written records (Exc':"C),'as dist~nguished'from its oral testi- many,·completely refute its claim that it performed'valuable investment,services~'i.e.~management of the'investment port- folio for this trusL''Certainly nothing which would justify' a 66%add-on to its:principal fee. It is also to be noted the'profit realized on the sale of the'stock'apparently resulted from the insistence of the'dece- dent'swidow,'Mrs.'Baker~and absent that,'the Trustee'may never'have sold the',stock~in which event its investment activity in this trust would have been practically nil;In such'case,'there would havebeeu'no involvement in the reiri- vestment of the'sale proceeds in tax-exempts,and,absent that activity,'there was very little'buying or ,selling of securities by'the Trustee '(Exc-D,:f). 1.$2,090,000',value February 16,.1976,;",$1,041,000',value January 30,'195]... 2.See footnote 3,page 21. -22- In a further effort,to,becloud the fact that the Trustee's investment services,had not been of great,value,to the trust, repeated'testimony was,given',that there had been'capital distri- butions to'Mrs.'Eaker totaling $171,500 '.(R.28:"29)',and capital gains,tax of $229,750 had been,paid on the'sale of Universal-Cyclops stock:(R.-30).,Allthese'payments and distributions were completed by',the'time .of the,October 5,'1962 Trustee's ,valuation of the'trust (see pages ,27:and"33'of the,Trustee's second account'herein). Thus,this distribution of principal and payment of capital,gains tax,does not in any,way explain the failure of the Trustee's manage- ment,of the investment portfolio,to beonlyone~third,ofthe growth of the,Dow-Jones average since 1962. If we'look at,theinvestments the Trustee did make of the proceeds of the sale ,of Universal-Cyclops stock,the inadequacies in its performance are,further magnified~The',Trustee invested most of it in tax-exempt,bonds ,due to the high tax brackets.of the life tenants.'We have,noquarrel'with'that,decision,but we seriously question the'investment judgment as to the type of tax-exempt bonds purchased~It invested approximately $650,000,in tax-exempt bonds having maturities of up to 25 yea.rs,'with'only $53,,000,invested in maturities'of less,than 10 years.'$600,000,was invested'with maturities ',of 10,to,25 ,years.'Thus;'it locked the trust'in to the interestrate'prevailing at the time of purchase,ranging from 2-1/470 to,3-1/2%,without,any protection against'increased'interest,, rates~'which had alreadystarted'to increase by:the'early 1960's and increased to returns in excess of 7%:on tax-exempt boilds in recent years (R.,16l).By,comparison,the Trustee's rate of return on the tax-exempts'in this trust'was only 4.2%as late as July 8, 1976:'-'see Trustee's,valuation of such date (Exc"':C).As the result of these'long-teri\1.fixed income investments in the early 1960's, the trust,'15 years,later~is suffer~ng from a loss of income.Mr. -23:" Echement admitted~that.the·Trustee today does not invest trust funds in tax-exempts'with~suchlong maturities~CR.109).If it is not wise'to'do.it.today"it .was·not wis'e'to'do it in the'1960's. You do not have to be'an expert.in administering trusts.to ..realize .that·good investment policy:is not to invest on a long~term basis at a fixed~rate.of.ret~rn. Another'example .ofwhat appears to ..be·.poor .p~rformance·of the' ,Trustee,is.its.handling·of anothersubstantial·investment~·that of United',States'.'Steel'Corporation.United'States Steel Corporation stock is a substantial·investment in the trust·today,beingapproxi- mately'$250,000','.and this.stock was acquired.from the decedent. This stock in the'late'.1950'scoIiunanded·a market value in excess of $100.a share •.Then'its'earnings started to'.slip drastically;-which was.well·known:in.theinvestment coIiununity,and·steadily the.stock decreased'in value·to a low of approximately $16-3/8.a share.Its market·value on August:·8,·1959·was $106 a share,'paying.$3.•00 per share.divid·end.'By March 22,·1963',the dividend·was cut·to $2.00 a share and by.November.4,1971,'to $1'.60 a share •.As .of July 8, 1976·,the'.dividend is.still.only $2'.20 a share.'.During this same period,there was also'a slow.but·steady erosion in the market price per share.'..'At no time'during the'period that this stock was slowly.decreasing in value because of the'change in.the·earnings .outlook of the.company and dividends being cut did.theTrustee attempt to sell one share.of United'States Steel Corporation stock. Here.is.a.period of 10to.15.years.where United'States'Steel was on the'downhill grade,·poth·.as·tovalue·and ret~rn,and it would seem that·any prudent-man having.such:substantial holdings in one stock would have sold at least·some of them and reinvested'in something with a more.favorable outlook both as to income'and grm..'th..The assumed purpose'of the Trustee·preparing.semi....annual valuations is to·determine.whether.changes in investments·should.bemade.·It -24- might claim.its failure.to move.on U.S.Steel any time in the last 16 years.was.itsbeliefits.income and value·would reverse direction and.return,to its former position.If so,the'record demonstrates that the'Trustee has made a grievous error in judgment. C.Conc.lusions asto.Payrilent of·Trustee's.TeriniriationFee. By way·of summation of the Exceptors"position as to the'right'of the Trustee to.claim a:$38,937 or 66%mark.,.up on its .aggregate.amlUal principal cha;rge of .$58,763,we:would like to review'the standard of reasonableness set forth by Justice Bell in the Supreme Court.in the Williamson 'Estate,.368 Pa.·343,'.357,·as cited'by.Trustee's attorneys at page 11 of its trial br:i,.ef ,where he.stated as follows: "How should'compensation be.determined?Compen':" sation should be determined~fixed and awarded upon a consideration .of (1)the labor .and :ser\rices which were performed (which in turn,include a consideration of the nature.and difficulty of any problems which were involved);(2)the responsi- bility incurred;(3).the"time expended;(4)the size:of the estate;and (5)the results of the fiduciary's.services.II (Justice.Bell's.emphasis added~). In applying Judge Bell's criteria,it should be first noted that this was what is considered for tax purposes as a simple trust· involving distribution of all the'income to the life beneficiary with no accumulation of income.Although there were ten discretionary payments of principal to the first life tenant,the'last being May 1,1962,. totaling approximately $175,000,these were in accord with the clearly expressed provisions contained in the will of WalterBaker~ The'collection and distribution of income and prep~ration of quarterly reports and tax returns were all matters coming within the scope of the income fee charged'and previously paid to the Trustee~' In connection with the'sale of Universal-Cyclops Corporation stock,'it would appear that there was no unusual work or services per- formed by the Trustee.The'sales were conducted under Rule 154 by a well-recognized'brokerage firm,A.G.Becker'&Company of Chicago, Illinois,which firm was very capable in administering the mechanical -25':" application of Rule 154.,We assume the Trustee would have made periodic checks to'make sure,there was,compliance,therewith;but the'same does not involve:any undue,amount 9f work nor any complex'problems involved therewith. It prepared and filed'four accountings of the trust'during the 25 years,of its,administration,which is.not an undue number of accountings nor any undue difficulties'in,the'preparation,of the',same; It had,prepared,bi~annualvaluationreports,of the'trust,but there is serious ,question as.to what use'theymadeof the same. As can be:seen'from a ,review of the,four accountings filed herein,,there has been very ,little change in investments,'other than the initial disposal of some'small.holdings and the'investment ,of the'pro- ceeds from the'sale and reinvestment'of the proceeds of Universal~ Cyclops (EXc-B). The increased,shareholdings for the,most'part do ,not result from acquisitions made by:the Trustee:but result largely from stock splits,and stock dividends of original holdings. In investing the proceeds ,of the'sale ,of Universal-Cyclops,it is likewise'apparent that,the Trustee's ,activities resulted'in mini- mizing the amount of time'and consideration spent by it in managing the trust'portfolio.It promptly ,reinvested'the proceeds in long-term obligations which,even'if not intended~resulted in the lack of need of any further investment services for a period of many years.' During the'entire ,period that U.S.Steel stock,prices were falling and the dividend rate'wasbeing cut,the Trustee made no effort to dispose of any of its large holdings acquired from the decedent and reinvest in ,securities having abetter outlook for growth and income. The relatively minor growth,in the market value of the'assets of,this trust'is not to any degree',attributable to the investment acumen, purchases and sales ,of the Trustee~1;>ut rather to the market value appreciation of stocks acquired'fromthe,decedent's.estate.Absent that appreciation,the'trust valuation today would be the'same as,or less -26- than,when the Trustee set·.up·this trust·December l8,·:L950·,.and that is so even·.after·.consideration _of.the $220~000 in _capital-gains paid on the· sale ofUniversai--:Cyclops·stock.and·$175:,000-.'paid.to Mrs •.:Baker·.as· principal distributions.·. The·Exceptors!..thrust·in.pointing.out·the·shortcomings of the administration of this trust by the Trustee~·in _emphasizing the short- comingso.f its.services·.and .questioning the time and.effort.it put into this trust·in the last·25.years.is .not desIgned.to claim that ..the Trustee shouldbep surcharged·but rather·.that·.the.aggregate·..of its·annual prin- cipal .charges·of $58,7()3 is.a most reasonable and proper·.terinination charge for its_services~· Respectfullysubmitted~ &Milligan Tower·- J es c ne . ashington Trust Building Washington,:pennsyivania .15301. Attorneys·for Exceptors. -27- -F.~ .. /" ~"l"'" 1..tt..:, fll 1 , '1\ 8.Joint OperatioJ:lS Ca)Preparation of necessary ordinances,research and contracts regarding joint police and fire protection and joint municipal recreation programs,storm and sanitary sewer,garbage and sanitary programs,each program............850.00 (b)School Districts 1.Resolution and contract,joint recreation program 100.00 2.ReRp.R.rr.h Anrl I't;\ntrgctll regarding mo1'" ger,jointure,etc.............................................500.00 9.Public Authorities Ca)Procuring Charter or amending or dissolv- ing .authority,including preparation of ordinance or resolution of sponsoring munic- ipality or district,attendance at organization meeting and preparing minutes,by-laws,etc.,same as Business Corporation-See Corporlll-tiona (b)Minimum annual retainer 1.Where facility is operated by munici-pality or district on lease-back arrange- ment 250.00 2.Where facility is operated directly by the authority itself......._...............................1,200.00 3.Other fees should be the same as those charged for like service for a businesscorporation 4.Bond Issues-Same as municipalities and school districts Names See Change of Name-common Pleas See Fictitious Names New Trials . See Common Pleas -County Court-Quarter Session And Oyer And Terminer Notary Publio Securing Commission..$25.00 Orphans'Court and Register of Wills All fees in matters before the Orphans'Court are subjecttothatCourt's approval. 1.Accounts of Fiduciaries (a)Petition for Citation to 1lle account.125.00 (b)Preparing and 1iling exceptions to account........50.00 (e)Hearing on Exceptions See Trial,infra this section (d)Preparing and 1lling exceptions to 1lndings of Auditing JUdge 50.00 (e)Oral Argument on exceptions;per %day..........75.00 (f).Appearance at ~udit for c!editor or heir,p~r hour __~_.__.__~....25.00 '-15- -16- ('t- 75.00 85.00 '75.00 5% S% 2% 1*% IVz% Acting as Counsel for an Executor or Adminis-trator (exclusive of charges for litigation, collections,will contests.proceedings to set aside letters.etc.) 1.Family exemption under Section 211.at seq.Fiduciaries Act of 1949 a.From pcrsonalty . b.From real estate . .2.Small estates under Section 202,Fiduci- aries Act of 1949 -5%but not less than.. a.Where accounts are filed a.On real estate: (i)Sold,converted (renegotiation ofmortgagetreatedaspartialcon- version)-treat as personalty (ii)Involving management..................8% (iii)All other 1Vz% b.On Personalty: (I)On first $100.000 . (11)On next $100.000 . (iii)On next $300.000 :.. (iV)On next $500.000 . (y)Over $1.000.000..~.. 9. 2.Adoption (n)Preparing petition and appearillg In uncon- testcll procccdlngs....................................................USO.OO (b)Contcstcd Procecdlngs See Tr.lnl.infra this section 3.Appearances Before the Register of Wilts.Orphans'Court.AUditor.Master or ~other Agency.per %day................................75.00 .''4.A1·~wu~JlLlf (a)Preparation of brief and research.per hour......20.00 (b)Oral Argument,per %day....................................75.00 5.Birth Certificates Delayed registration..................................................................25.00 6.CaveatFilingand retainer in Will Case..............................................100.00 7.Citations .Petitions for.not otherwise provided for ;....................85.00 8.Collections For services in collecting claims on behalf of an estate. the minimum fee shall be based on standard C.L. L.A. rates (for which.see Collections)and shall be in addition to tJIe minimum fee for representing the estate. Estates (a) -17- 11.Guardians of minors (a)Preparing and presenting petition for appoint-ment _ _ _ _ _ _ __.___$GO.OO (b)Preparing and presenting petition for allow-ance _ ___..___GO.OO (c)Obta1nlng short orders ____.......25.00 (d)Preparing and presenting petition for sale of real estate--5ee Real Estate,Infra this section. 12.Guardians of Incompetents (a)_Preparing and presenting petition for appoint- ment or discharge of guardian-and hearing thereon In uncontested proceedlngs..._......_.......1150.00 Where conte,sted,See.Trial,infra this $ection. 2% 1% Y2% c.Non-professional fiduciary: Where there is no professional fiduci-nry,an additional charge should bemadecommensuratewiththeaddi- tional duties and responsibilities whichwouldotherwisehavebeenperformed by a professional fiduciary d.Estate taxes: The foregoing fees cover the prepara.tion or review and routine settlement of the estate tax return.Where how- ever,such return Includes a substantialamountofnon-probate assets,the fee shall take into account the size and complexity of the adjusted gross estate. Acting as counsel for trustee where there Isadistributionofprincipal(current value) 1.On first $100,000 .. 2.On next $200.000 _. 3.Over $300.000•••••••.•..••..•.............•._•.•..•_••_......• Acting as counsel for trustees where there IsInterimaccountingandnodistributionofprin- cipal,the fee is to be SUbject to arrangement between the parties,based on current valuesbutnotlessthan 1.On first $100.000 _ __...~% 2.On next $400.000 ~1/10% 3.On all over $500.000 1/20% In addition,consideration should be given to the number of years covered by the account. In cases involving apportionment,consideration should also be given to the special services and responsibilities Involved. Where acting as counsel for trustees where the Interim accounting Involves a partial distribu- tion,the fee is to be calculated In accordancewiththeforegoingschedulesasapplicable. (c) (b) 'l'rusts (a) 10, • ...II ! ,~ "... . , ~O'~ '1, ~ (b)Preparing and presenting petition for allow- ance 50.00 .(e)Preparing and presenting petition for sale of real estate -See Real Estate,infra thissection. 13.Partition See Common ~leas 14.Presumption of death a.nd absentees (a)Preparing and presenting petition under Sec- tion 1201,Fiduciaries Act of 1949..._........•..•..•....$150.00 (b)Hearing,See Trial,infra.this section.' 15.Real Estate (a)Preparing and presenting petition for'saleunderPriceAct........................................................200.00 .(b)Spouse's Allowance,preparing petition and conducting uncontested proceedings....................200.00 (c)Preparing and filing Creditor's claim.under Section 732,Fiduciaries Act of 1949 ;............85.00 16.Research,consultation,investigation,interrogating wit- nesses and preparation of papers,per hour........................20.00 17..Trial -in wilt'contests or other contested cases,per*day 71'S.00 PtJ,rdons See Quarter Sessions And Oyer And Tenniner. P~rtltion See Common Pleas Partnership 1.General -preparation of agreement....................................100.00 2..Limited -preparation of agreement....................................150.00 3.Professional Association -See:Professional Association Personal Property Tax Returns See'Taxation Power of Attorney See Attorney ProfessIonal Association 1.Prepartion of agreement.;:400.00 2.For collateral problems involving pension and profit sharing plans and taxation,See Taxation -Planning Quarter SessIons And Oyer And Terminer A.Vr1mlnal L Pardon Board ,(a)Petitions -commutation of sentence andpardon_._____250.00 (b)PctI.tio,ns -Parole _,,15.0.00 (e)Appearan~e before Board and Arguinent...200.{)O .".".,". -18- lot(01'.. C)T~ £>T!I Or-',c.).,,.,..If' (.)"'(" i0,.-e),. ()-l' c'·--'".\1..... •l r()T :0:81).1Of°1)'01Of '0 P.l-..~.....~J .I .b.Motions for judgment against garnishee' (1)Praecipe to prothonotary '_,..____25.00 (2)Motion to court__.:.:-______________________50.00 .Co Preliminary objections by garnishee -:.:______50.00 d.Discovery in aid of'execution.See Common'Pleas Court,Depositions and Discovery e.Proceedings for supplementary relief in aid of execu- tion under Rule 3118---:cha'rge at hourly rate of $20.00 per hour.. .. TITLE Q.' '.ESTATES AND ORPHANS'COURT 1.Decedents'Estates a.Acting as Counsel for an Executor,or Administrator (exclusive of charges for litigation,will contests,col- lections,and like matters)..' (1)Minimum fee ~~..150.00 (2)On the first $50,000.00___________________5% (3)On the next $50,000.00____________________4% (4)On the next $100,000.00___________________3% (5)On the balance ....,__~.2% The above figures refer to the value of the gross estate at the time of accounting. b.Where the attorney is required to collect the assets of the estate,pay bills,and organize and'state the ac- count,in addition to acting as counsel for the fiduci-ary,the above fees shall be increased by 25% (The aforesaid 25%increase,or any part thereof, should be charged only when the Executor charges no fee,or reduceS his fee by the amount of said increase) c.Where the preparation of a Federal Estate Tax Re- turn is required,the fee for acting as counsel for an estate shall be increased by:..______________________~1.$'7.:1 but not.less than --------------------------300.00 d.Preparation of Inheritance Tax papers,without grantofletters.:.___________________60.00 e.Preparation of papers for small estate settlement (ex- clusive of Inheritance Tax papers)_______________'15.00 f.Application for family exemption__________________50.00 2.Trusts a.Acting as counsel for trustee where 'there is an ac- counting and a distribution of principal (current value). (1)On first $100,000.00_______________________2% (2)On next $200,000.00.·1% (3)Over $300,000.00.__..._..,-_____________Vz% b.Acting as counsel for trustees where there is interim accounting and no distribution of principal,the .fee is .to be subject to arrangement between the parties, -13- '..r~.~ ~. .~ ",.'.:. 70.00 20.00 75.00 100;00 75.00 100.00 100.00 -16- TITLER. REAL ESTATE AND CONVEYANCING ·1.Real Estate -Examination ofTitles a.Basic Fee: (1)Search involving a lot in a plan·(thirty years .search):.. (1)O~fi~t $100,000 of current value of. pnnclpal 1/10 of 1%per year (2)On next $200,000 thereof 1/20of1%per year (3)Onamounts thereof exceeding .. $300,000......•...........:............................1/40 of 1%per year (b)Other Fees (specific services)..,..to lJe charged when rendered . (1)Preparing and presenting petition for appointment or discharge of gilardian and hearing thereon, uncontested _.....200.00 Where contested,See Title F (2)Preparing and presenting.initial petition for allowance 100.00 (3)Sale of real estate -See Real Estate 5.Other Orph~'Court andRegistel'ofWillsMatters a.Trials and argllments (see Titles E and F). (1)Petition to settleTort Action .tOO.OO (2)Proceeding under Price Act;1%of value of property with a minimum fee of 150.00 (3)Petition for citation to file accounts ·100.00 (4)Preparation and filing exceptionsto account 50.00 (5)Caveat in will case .75.00 (6)Petition for citations 50.00 .(7)Presumption of death proceedings 150.00 (8)Preparation and filing creditors claim 25.00 6.Estate Planning a.Simple will ;. b.Will with trust provisions ". .c.Will with marital deduction and trust provisions . d.Living trust agreement ;_.. e.Living trust agreementwith marital deductionprovision .•• f.Insurance trust agreement .. Note:Where duplicate or complementary instruments for husband and wife are prepared,the charge should be 150%of the above... ..g.Where plan provides for insurance trust agreement plus wills for both spouses 250:00 Note:All charges with regard to preparation or wills and trust agreements relate!to the drafting or papers only.Time consumed in conferences,research,and . analyses of assets should·be charged in addition to the above at the minimum hourly rate of $25:00. .Jt'.~.~1·a::,.0;7) U:~ 'a:T~ ..(f-,~~. {l.~ fiJ'~I·..o·~, •,. ~- ••..,.. NET APPRECIATION OF SHARES ACQUIRED,OTHER, THAN UNIVERSAL-CYCLOPS CORPORJ~ION, FROM DECEDENT'S ,ESTATE ...'" Company DuPont General,Motors,' National Steel' PPG (Pittsburgh Plate Glass)' Texaco'(Texas,Company),' U.S.SteeL Union National Bank Valuation 1/30/51, 16,443 " 16;800',' 30,024 ' 18,200',' 10,509 93,017 19'712,, Valuation ,,'1/8/76,, 45,210 80,,192,• 44,480 38,695 66,198" 250,879*, "42;004.~ ..$567,658·, 'Gain 28,767 63,392 14,456 20,495 55,689 157,862 22;292 Net appreciation between'1!30/5~and 1/8(76, *Market'value at August 28,1959 Trustee's, evaluation date..,.$375,876., $36'2,953 ~t',~ ~ .:.. IN THE COURT OF CO~10N PLEAS OF WASHINGTON COUNTY,PENNA. -ORPHANS'COURT DIVISION No.79-316 ""."'c------,,.,.--- IN RE:Estate of WALTER H.BAKER, deceased. I N ~ e;~ ~e;L. z:r:>~Z»3:OG)-i fTI..zb6(1) ""Oz~:r:m-tmZ;o-<,<z C »3:A~~-i 0 ~OJ~(),»C=eC~z r=z>~fTI ~Z~G)o ", " ':l .."< PHOPOSED GONGLUSTONS:··OF :LAW .SUBMTTTED BY :THE---- REMAINDE:RME~ J.'~::-7 (.'j r.;25 ??~~':-. -. "'''-''',,- ",",,4: r--,I~:y '''1 t "'.,,, IJ ,.,5" ~"'._.''''4 '::~-,.,ta J~f..ilis·H.M~i:±'UNE.2 A""rOR'NEY AT<t;Aw:..-L~ WASHINGTON TRUS.:r-~BUILDING(. WASHINGTON,PENNSYLVANIA 15301 P.0.Na1y Co.,425 Fourth Avenue.Pittsburgh,Pa.15219 ,"• JWF:pw 12/2/77 5c IN THE COURT OF COMMON PLEAS OF WASHINGTON COUNTY,PENNSYLVANIA ORPHANS'COURT,DIVISION ' , In Re: No.70-316 Estate of Wa1terH.Baker, deceased Fourth and Final Account ,of The" Union National Bank of Pittsburgh,' Trustee under'the'trust'created' by Paragraph Sixth (C)' PROPOSED CONCLUSIONS OF LAW SUBMITTED BY THE REMAINDERMEN UNDER THE TRUST ESTABLISHED UNDER PARAGRAPH'SIXTH (C)(1)OF ,THE WILL OF WALTER H.BAKER 1.The burden of proof of the'reasonab1eness of attorneys or trustees termination fees rests on the'trustee and attorney who are claiming the same,Ott 'Estate,'103'Pa.Super.Ct.55,:).58 A.286 (1931); Williams Estate,8 D.&C.2d 284 (1956);Hottensteiri'sEstate,6 D.& C.464 (1921);Heltzel's Estate,52 D.&C.2d 337,339 (1945);Walker Estate,26 D.&C.2d 315 (1962). 2.The reasonable amount of termination fees of either attorneys or trustees'is to be based upon the value of the services performed ratherthari upon the value of the estate,Hottensteiri's Estate,6 D.& C.464,469.' 3.'Parol evidence cannot be used'to vary or explain the clear and unambiguous language in the attorneys"bi11 for serVices dated September 30',1958,Bill "For professional services from May,1956 to date re sale of Universal-Cyclops Steel Corporation stock",Severence v. Hey1,308 Pa.101,162 A.171,30 Am.Jur.2(a)Evidence §1066. 4.A writing is ordinarily regarded as more reliable proof and greater'probative force than the oral testimony of a witness of such facts based upon memory and recollection,Eaton v.New York Life Insurance Co.,315 Pa.68,17'2 A.121,95 A.L~R.462,30 Am.Jur.2d Evidence §l090. Particularly is this true whem the'witnesses had no connection with the writing at the time it was rendered~ J ames Ji';;l:~'::;-F -.. Hopp ,'Frey~Hewitt &Milligan 500'Second National Tower Warren~Ohio ·44481 ~~shington Trust Building Washington,Pennsylvania 15301 Attorneys·for Exceptors . -2- ~)IN THE COURT OF COtll~ON PLEAS OF hTASHINGTON COUNTY,PENNA. -ORPHANS'COURT DIVISION No.70-316 '1 IN RE:Estate of WALTER H.BAKER, deceased. :=:~:=::!:~l..Z:r »~Z»3:oG)-i mz,-l -i (I),-',0 ~.-ozz:I ~;ci~. 4'::c»3:'~,',~..~-i (') ~OJ~()>C::ec~r=z>~m ~Z~G)o .PROPOSED··FINDINGS·OF··FACT··.'.. SUBMI'T:TED BY.'THg :REMAINISERf".mN_._- :::;:;J»f7lC""';r~-"",t:. .",,--4 ..._-._.{::' .---~ -...•,- .'-," ~~4;_ -r-"0 r-:.:-;..0:> -' t.·..., ",-i"-~j ~-__J -5.:"" -l'-. c:.:: '" ~! .'(' ... ~~: )J JAMES H.McCUNE ATTORNEY AT LAW WASHINGTON TRUST BUILDING WASHINGTON,PENNSYLVANIA 15301 ;. P.0.Naly co.,425 Fourth Avenue,Pittsburgh,Pa.15219 JWF:pw 12/2/77 5c IN THE COURT OF COMMON PLEAS OF WASHINGTON COUNTY,PENNSYLVANIA ORPHANS'COURT DIVISION ' , In Re: No.70-316 Estate of Walter'H.Baker,deceased Fourth and Final Account of The Union National Bank of Pittsburgh, Trustee under the trust created by Paragraph Sixth (C) PROPOSED FINDINGS OF FACT SUBMITTED BY THE REMAINDERMEN UNDER THE TRUST ESTABLISHED BY PARAGRAPH SIXTH '(C),OF THE WILL OF WALTER H.BAKER 1.Walter H.Baker died on June 26,1947.The Union National Bank of Pittsburgh acted'as executor of Mr.Baker's,will and turned over the assets of the estate to itself as Trustee on December 18,1950 (R.67).From that date on the'Trustee administered the assets of the trust,and its request for a termination fee is based upon its adminis- tration of such assets'since December 18,1950. 2.The cost basis of the assets transferred to the trust, being the market value of such assets at the date of the death of Mr. Baker,was $683,552.11 (R.69).The market value of such assets at the commencement of the'trust on December'18,1950 was approximately $1,041,000. 3.At the termination of the trust on February 16,1976,the trust had a market value of $2,090,000,or an increase in market value from the inception of the trust of approximately $1,050,000. 4.A profit of'approximately $700,00,net after payment of capital gains tax,was realized by the Trustee in sales of Universal- Cyclops Corporation stock during the'late 1950's and early 1960's.The sales proceeds received from the'sale of Universal-Cyclops stock was $1,219,128,resulting in a profit of $927,773 '(Exc-A).The total capital gains tax paid by the Trustee in connection with the sale of Universal- Cyclops stock and certain other minor dispositions of stock over the period of the trust's existence totaled $229,750.94 .(R.30). 5.The Universal-Cyclops stock held by the Trustee was acquired from the estate of Walter H.Baker~ _J 6.At the termination of the trust on February 16,1976, other securities acquired from the estate of Walter'H.Baker had increased in value by over $360,000 from their value at the'dateof the'establishment of the trusL 7.'Thus,'over'$1,060',000,of the growth,in the value of the trust'assetsis attributable to'shares of stock acquired'by,the Trustee from the estate of WalterH.Baker~ 8.The'Trustee'annually'collected from the'trust its income fee for its'services~ 9.The Trustee'is claiming a termination fee of $97,700 in lieu of its'election not to collect an annual principal fee for its services. 10.If the Trustee had elected to'collect a principal fee from the'trust,it would have collected'an ,aggregate of approximately $58',000 as a principal fee during the'administration of this trust as determined in accordance with its own'fee'schedules. 11.The'Trustee~in reinvesting the'proceeds from the sale of Universal-Cyclops stock in the mid-1950's,'invested'approximately $640,000 in tax-exempt bonds.Only $52,862 was invested'in tax-exempt bonds having a maturity of less'than ten years (R.99).The balance of $59l,197'was invested in bonds having a maturity betWeen'll and 25 years.'The rate of return on the tax-exempt bonds ranged between 2.37% and 3.5%(R~99-100).At the termination of the trust,there was approxi- matelya $60,000 loss on the tax-exempt bond portfolio of the trust. 12.The'Trustee's,present day policy is not to invest in fixed income securities for the extended period of time which it did with~its investment in tax-exempt,bonds in the mid-1960's (R.109). 13.'A major portion of the stocks held by the'Trustee are stocks in companies which:are included'in the composite Dow Jones average (Exc-C). 14.,During the'period of the administration of the trust,the Dow Jones average has increased 414%,(R.91).During a like period of time,the value of the trust has increased only 100%. -2- 15~'Since the completion of the sa1e'of Universal-Cyclops stock and the reinvestment of the'proceeds thereof,the'Dow Jones composite'average has increased approximately 49%'(R.,111).During a like period of time,the'stocks held by the Trustee have only increased 15%(R'.111). 16.During the 25,years ,of administration of the'trust~the' Trustee'made'on1yminor changes in the'investment portfolio other than the sale of Universal-Cyclops stock and ,reinvestment of its proceeds. It appears that Wilma Baker~the'first life tenant,'was a substantial factor in causing the'Trustee to make the'disposition which was made of the Universal-Cyclops Corporation stock (Exc-D,F). 17.The trust'acquired from Wa1terH.Baker's estate a sub- stantial amount of United'States Steel,Corporation stock,and the Trustee failed to take any action todispose'of any such stock,or portion thereof,during an extended'period of substantial reductions in the dividends paid on such stock,and substantial decrease in the value of such stock. 18.The Trustee filed four accountings,'including its final accounting,during the 25 years of administration of the'trust. 19.Themost'time-consuming and complex services performed by the attorneys for the Trustee was in connection with'the Trustee's sale of Universal-Cyclops Corporation stock.'Prior to September'30'"1958',, the services'performedby'the'attorneys,for the'Trustee in connection with the Universal-Cyclops Corporation stock involved'its writing of four letters to the'Securities and Exchange Commission,a trip by Mr. Kyle,a partner in the'attorneys'firm,and several telephone calls to the S.E.C.which took place over'a period of a little over a month in 1958.The purpose of such ,services was to attempt to'obtain a no-action letter'from the'Securities'and Exchange Commission on the plan of the Trustee to sell the'Universal-Cyc1ops stock without compliance with Rule 154 of the S.E.C.The attorneys were unsuccessful in obtaining such a -3-' no-action letter,and the sale of the'Universal-Cyclops stock was carried out in accordance with,the'requirements of Rule 154.. , 20.,On September 30',1958"the attorneys submitted to the Trustee a bill for $2,544.53 which st<;1ted "For professional services from May,1956 to'date re sale of Universal-Cyclops,Corporation stock." Of such bill $2,500'.00'was for services'and $44 .53 was for the expenses of Mr.Kyle's,trip to Washington and various telephone calls. 21.'None of the witnesses:for the attorneys,for the Trustee were involved in the September'30'..1958 billing for services and expenses. Mr.Kyle,who is now retired,was not called as a witness for the attorneys for the Trustee.'No memorandum or other evidence exists as to the' intent and,purpose of the September 30',:1958 billing other than the bill itself. 22.,On June 12,1970,.the attorneys submitted to the Trustee a bill for services for $3,666 which was paid by the'Trustee~ 23.The attorneys for the'Trustee admitted that the work per- formed'between'the'September'30',1958 bill and the'June 12,1970 bill would not have justified a bill of $3,666. 24.There.is no ,evidence that the attorney bills of September 30,1958,and June 12,1970 were submitted'to the Trustee'and paid in accordancewith~anyunderstanding of a so~cal1edPennsylvania practice of submitting modest interim billings with the'final compensation being recognized in a termination fee~ 25.Wilma Baker~wife of WalterH.Baker,was the first life beneficiary of the'trust,and she died'in 1963.'Her son,Garrett LeVan, was succeeding life beneficiary of the'trust,and he'diedon February 16,1976:at the ,age of 63 '(R.106.,..8)·. 26.Since June 12,1970"the only service performed for the Trustee'by its attorneys'was in connection with a 1975 suit by Consoli- dation Coal Company to quiet title to certain real estate in West Virginia.In settlement of ,this case,the Trustee gave a quit-claim deed after payment of a nominal consideration,thought to be $500 '(R.221). -4- ------~------~------------------------------------ " Other than the'foregoing,the',only,service.performed by,the attorneys for the Trustee'was in connection with'the'filing of the fourth~account involved'heb~inwhich the'attorneys,advised the Trustee'to provide for a bill to~its'firm for $200,which was paid.Upon the death of the life tenant on February 16,:1976,'the'fourth'and partial,account was revised to become the'fourth~and final account in which the'attorneys for the Trustee'request'a terinination ,charge of $34',800'., 27.Under the 1970,attorneys fee'schedule for the'Washington County~Bar Association,a terinination fee'would be'payable if the attorneys,had not billed'the'trust'during the',period of its existence for itsserVices~'Under such.schedule if no bills for se~·ices'had been rendered,the ,aggregateterinination charge would have been'$16,200,of which $6,400,had previously been'paid,to the'attorneys'for the Trustee. J ame W.c-Fre:i 7;;::' Hop e,Frey,Hewitt &Milligan 500'Second National·Tower Warren,Ohio 44481 .'~!411't5f!JdUfav /?....)a,~~H:McCun '-+- W~shington Trust Building '-Washington,Pennsylvania 15301, Attorneys,for Exceptors -5- ~ [NO.63-70-316 1 '" .'I ~.".·1 .J'I r• IN RE:ESTATE OF WALTER H.BAKER, DECEASED, TRUST FOR WILMA L.BAKER, NOW (GARRETT B.LEVAN) SUCCEEDING LIFE TENANT NOW DECEASED PETITION TO LIFT SUSPENSION " .\,,~I ~ ~ "f' .f I~ " ~., L-. 'l>,...., ""~' \, 'i;~ .;,., -' .~, r ROBERT F.PATTON,ESQUIRE Buchanan,Ingersoll,Rodewald, Kyle and Buerger 57th Floor U.S.Steel Building 600 Grant Street Pittsburgh,Pennsylvania 15219 (562-8911) rGlI..IllI 17.0A \( ...' -.1 IN THE COURT OF COMMON PLEAS OF WASHINGTON COUNTY,PENNSYLVANIA ORPHANS'GOURT DIVISION IN RE: Estate of Walter H.Baker,deceased Fourth and Final Account of William G.Stewart,Successor Individual Trustee,and The Union National Bank of Pittsburgh, Surviving Trustee,under the trust for Wilma L.Baker,deceased,now Garrett B.LeVan,succeeding life tenant under Paragraph Sixth (C) NOTICE OF APPEAL J Notice is hereby given that the remaindermen under the trust created by Paragraph Sixth (C)of the will of Walter H.Baker,deceased, to-wit,Garrett J.LeVan,Peter H.LeVan,Andrea LeVan Kinney and Katharine LeVan Aspen,hereby appeal to the Supreme Court of Pennsyl- vania from the order entered in this matter on the 27th day of April, 1978. C n ington Trust Building ashington,Pennsylvania 15301 Telephone:(412)228-4180 and J~~Y()t;='---- Hop¢e,Frey,Hewitt &Milligan 500 Second National Tower Warren,Ohio 44481 Telephone:(216)392-1541 Attorneys for Appellants (Remaindermen) ...... t f OFFICE TELEPHONE 4!2.228·4180 JAMES H.McCUNE ATIORNEYAT LAW WASHINGTON TRUST BUILDING WASHINGTON,PENNSYLVANIA 15301 May 19,1978 RESIDENCE TELEPHONE 4'12·228·8279 Harvey Stuart,Register of Wills Washington County Court House Washington,Pennsylvania,15301 Dear Mr.Stuart: In Re:Estate of Walter H.Baker,deceased. No.63-70-316 :a:nd N<)t:ic:e:'o'f App'e:aT : Enclosed please findi 1.Notice of Appeal whereby the above-captioned matter is appealing the Order of the vvashington "County Court of Common Pleas, Orphans'Court Division,entered April 27, 1978;and 2.My check payable to Harvey Stuart,Register of Wills,'in the amount of $20.00. Please file the enclosed Notice of Appeal. Very truly yours, JHM:mf Enclosures ·" Q[,~·t ~ttvrtlnt QIourf of 'Jttttts1!hrattta ~isttt!t~tsfti.tt J SALLY MRVOS PROTHONOTARY IRMA T.GARDNER DEPUTY PROTHONOTARY James H.McCune,Esquire Washington Trust Building Washington,Pennsylvania 15301 801 CITy-COUNTY BUILDING PITTSBURGH,PA. 15219 July 16,1979 James W.Frey,Esqriire Hoppe,Frey,Hewitt &Milligan 500 Second National Tower Warren,Ohio 44481 : In Re:ES'cate of Walter H.Baker,deceased etc.-Appe;al of Garrett J.LeVan,et ale No.73 March Term,1978 Gentlemen:. Enclosed is'a copy of the Opinion filed by this Court May 30,1979.You will note the second sentence of the first paragraph on page one has been amended and also footnote'numbers have been changed,since the original f~otnote (2)was.deleted.'I Very truly yours, -, t- cc:Rober~F.Patton,Esquire ,Buchanan,Ingersoll,Rddewald, Kyle and Buerger 600 Grant Street Pitts~urgh,Pa.15219 DEPUTY PROTHONOTARY I ,j, 'Honorable Thomas D.Gladden Court of Common Pleas Orphans'Court Division Courthouse S.Main Street Washington,Pa.15301 Harvey Stuart,Register of Wills &Clerk of Orphans'Court Court of Common Pleas Orpha~s'Court Division Court'house S.Main Street Washington,Pa.15301 / 'CO' " I [J-l04J IN THE SUPREME COURT OF PENNSYLVANIA Western District IN RE: Estate of Walter H.Baker,' deceased ....' No.'73 March Term 1978_.-', I !..Y. Fourth and Final A~count of William G.Stewart,Successor Individual Trustee,and the Union National Bank of Pittsburgh, Surviving Trustee,under the trust for Wilma L.Baker,deceased,now Garrett B.LeVan,succeeding life tenant under Paragraph Sixth (C) Appeal of Garrett .T.LeVan, Peter H.LeVan,Andrea LeVan Kinney and Kathari~e LeVan Aspen Appeal from Decree of Washington 'Count}Court of Common Pleas,. Orphans'Court Division,No.63-70- 316,dated April 27,1978. NIX,J. 0"P r N rON •t· EI[ED:MAY 3:0 lS7g The single issue presented by thi:3 appeal (1)is whether the chancellor's award of counsel fees to attorneys for the corporate trustee,! of a testamentary trust was in such an amount.as to constitute :ibuse of discretion by the chancellor. -'.affirm the decree.~ We'find ,no c.buse .ofdiscretion,and therefore, "..--,,.,..I !. l .:.'~, .~- j,I As set forth by the chancellor,the factual bac_kgrounl~of the testamentary trust which appellee represented is as follows:Walter Baker +died on June 26,1~J47,and by the terms of his will he created a testa- mentary trust for his second wife,Wilma L.Baker.The trust was to be '(1)Jurisdiction over this appeal is vested in this Court by section 722(3)of the Judicial Code,42 Pa.C.S.A.,section 722(3)(1978 Pamphlet -Part I). ~._,~__.W' -[J-I04]-2,-<; administered by The Union National Bank of Pittsburgh (the corporate trustee)and an individual named Edward L.,S~ockdale.(~)The trust 1 , was to continue during the lifetime of Mrs.'Baker,who died on ,May 4, 1963,and then for the life'of her son by a B.LeVan.At Mr.Levan's death on February previous marriage,iGarretti 16,1976,the trust corpus,! was to be distributed to his issue,per stirpes,(namely his fcur I ,children,all of whom survived him). At the time that assets were transferred from Mr.Baker's estate', !to the trustee on December 18,1950 (the starting date of the trust's administration),their value was approximately $1,041>bbo~00.~t the I termination of said trust,on February 16,1976,the assets wer~valued Iatapproximately$2,b90~bbo~bo,or an increase in market \value af approx- imately,$1,050,000 ';bO_.Over the'approximately ,twenty-five year~of the trust's administration~it generated over two million dollars i~income. Upon th~death ot Mr.LeVan,the trustees filed the fourth and final account and an audit of the same was held before the chancellor on May 17,1976.Shown',in this account as 6hargeable against the trust's , principal was a fee balance due the trustees'attorney,appellee,in the amount of $34,80~.00.The remaindermen appellants,(children of Garrett B.LeVan)filed exceptions to the proposed schedule of distribution stating that the attorney's fees were excessively high,and further amended excep- tions were filed alleging,inter alia,that the attorney for the trustees had been compensated previously for services rendered.After an evidentiary ~ hearing,the entry of a decree nisi,and consideration and deniil of (2')Mr.William G.Ste:wart is now the individual trustee,havir;'g succeeded Mr.Stockdale upon the latter's death in 1969. {-.. [J-I04J-3 exceptions to that decree,the chancellor ent~red a final deciee awarding $32,255.47 its duration. to appellee for legal services rendered to the trust during• As to the propriety of the amount of a chancellor's ar auditing judge's award of counsel fees,our scope of review is narrow: In passing upon the amount of counsel fee we bear in mind the well settled principle that: "Supervision of the amount of conpensation is peculiarly within the discretion of the court below.Unless such discretion is clearly abused, the judgment will not be disturbed on appeal." Browarsky Est'ate,437 Pa.282,285-86,263 A.2d 365 (1970),quoting Faust,Estate,364 Pa.529, 530,73 A.2d 369 (1950);see Fraiman Estate, 408 Pa.442, 445,184 A.2~94 (1962). So long as the lower court's award is based upon those factors ,relevant to a determination of counsel fees,(3)se~La Rocca Estate,431 Pa.542, 546,246 A.2d 337 (1968),and the findings of fact underlyi~g the amount of the award have evidentiary support,an appellate ~ourt will not over- turn a chancellor's determination of the anlount of legal fees awarded. See Bennett Est~te,366 Pa~232, 237,77 A.2d 607 (1951). With respect to the nature and extent of the legal servicI~S pr6vided by appellee over the term of the testamentary trust,'t~e chancellor made the following findings of fact: / (a)advising the trustees as t6 th~ir authority to make discretionary distributions of principal to trust beneficiaries;/'., (b)advising the trustees as to prudent investments including advice as to specific ihvestment; (c)advising the trustees on the collection of secured promissory notes held in the trust; t·~'~ (3)See also Code of Professional Responsibility,EthlcalConsideration 2-18;Disciplinary Rule 2-106(B). [J-104J-4 (d)the review of each of the four accounts of the trustees,the preparation of all necessary legal documents and appearances in court in connection with the audits of the accounts; (e)representation of th~trustees in litigation in West Virginia concerning coal lands; (f)I~addition to services normally provided to a trustee by counsel for the trust fund,counsel was required to advise the corporate trustee on a number of complex issues concerning the diversification of investments,particularly the liquidation of the large position in Universal Cyclops stock and the reinvest- ment of proceeds in common stocks and municipal bonds. These extraordinary services included:a request by Emory.R.Kyle in 1956 for a "no-action"letter from th~Securities and Exchange Commission~including, inter alia,a written opinion of counsel to the Com- mission that the trustees of this trust,either alone or in concert with others,did not control the issue7 and were not controlled by it,and that the shares o~ the issuer's common stock could be sold to the public through brokers and dealers without registration under the Securities Act of 1933;'the preparation,in con- junction with the company,of a registration statement; and the continuing ~onsultation of and advice of counsel with respect to the sale of Universal Cyclops stock in .accordance with SEC Rule 154.The special servic~s rendered in connection with the sales of Universal Cyclops stock involved a high degree of professional risk to counsel because of the potential liability of its clients in the event of any violation of the securities laws. We have reviewed the .entire transcript and have concluded that there is ample evidentiary support for these findings. In setting the amount of the award,the chancellor made specific findings under each of the factors set forth in LaRocca Estate,supra: 1.The amount of work involved the trust was under administration for over twenty-five years. 2.The.character of the services rendered the trust was initially funded with substantial holdings in the family related company,Universal Cyclops Corporation, which became the SUbject of various complex compliance actions bef0re the Securities and Exchange Commission as a result of the requirements of trust beneficiaries and the trustees to diversify the trust portfolio. I I I [J-I04J-5 3.The difficulty of the problems involved in addition to the normal duties assumed by counsel for the trust during its period of administration, the investment composition of'this trust demanded extraordinary attention on the part of counsel, particularly in the area of the f8deral securities laws. 4.The amount of moriej ~~v~lti~of the property, in question,.·..·and very Importantly,the amount of money or the value'of the'prop'2rty in question --the trust,which began with some $1,041,000.00 of assets in 1950,and over the course of administration grew to a value,at the death of Garrett B.LeVan, .in excess of $2,000~obo. 5.Experienc'e,ability and reputatIon'of the attorneys Involve'd --the services of counsel for the trustees were all performed by partners in the firm who were experienced and able in the ~reas of securities regulations and trust administration. See id.at 546,246 A.2d Additionally,the chancellor heard testimony from a local att0rney who specialized in trust practice;'the attorney testified that unter all the circumstances,the amount of th~fee claimed by appellee was reasonable.(4) Our indepen~ent review of the record leads us to concur in the opinion that the balance claimed ($34,800)in legal fees is reasonable.Tbe evidence indicates that appellee provided somewhat in excess of four hundred hours of legal services;the total amo~nt ($34,800~bo plus $6,4tO.53)thus represents an hourly rate of approximately $tOO.OO per hour,or an annual retainer of slightly less than $1',650.00.In light of the co:nplexity of some of the legal matters and the interests involved,such ch~rges are (4)Appellants offered no evidence to contradict that presented by appellee on the reasonableness of the amount of the fee claimed.One of appellants'counsel did put his 'co-counsel on the stand to testify as to the difficulty encountered by counsel for appellants in finding an expert to testify against appellees.The testimony of co-counsel indicated that several officers of local banks were:notified~but not one would consent to testify for appellants.The relevance cf co-counsel's testimony on this point is not readily apparent to us.Appellants do not expressly allege collusion and we find'no basis for inferring its existence. .[J-104 ]-6 '(,'",, not UITivarranted., this securities matter was by far the lIDst difficult issue confronted by eppellee during its representation of the trust,the r~ning services rendered by:appellee , were routine and thus not significant enough to support an award of over thirty, thousand dollars in cmmsel fees.The simple response to this argument h::that appellants have misread the ,yecord and the opinion sur except~on,which,taken together,make it clE~ar that the 1958 disbursement to appellee (as well c.S similar disbursements in 1970 and 1976 )was an interlnl pa:rtial payment,in no way intended to constitute full compensation for legal services rendered to the date of the dis- bursements.Resting,.as it does,upon an erroneous premise,appellant's argument must • fail.I,. ~--,.We ~'theref6re:;affirm the decree of the chancellor of the Court of Corrmon PleaS of Washingtop;'County. Each party to pay own costs. ... -J l..O~ ~~::::t1 c.._:w~:'~c:::::::::0(~)r-fTl(ft 1';;"':> ~.~::(n ......"--i -Jo (f)-<'-r:'-lr::>;iJ fTI-I :Do ;0 ~ 0 <;.)::c fTI~..., c ............ c..:€ ) 0 ~,- ~ r I".>"-0-{.r).;"JJ> ....,.._,..,~.. ,,. ......., IN THE COURT OF COMMON PLEAS OF .WASHTNGTON;·:ROliW:C,r;:PE.N.J'I$J..~..yAJN·\JA ORPHANS'COURT DIVISION IN RE:ESTATE OF WALTER H.BAKER, DECEASED, TRUST FOR WILMAL.BAKER, DECEASED, NOW (GARRETT B.LEVAN) SUCCEEDING LIFE TENANT NOW DECEASED NO.63-70-316 PETITION TO LIFT SUSPENSION The petition of The Union National Bank of Pittsburgh,Surviving Trustee Under the Will of Walter H.Baker,Deceased,respectfu~ly represents: FIRST:The Fourth and Partial Account of William G.Stewart, Successor Individual Trustee and The Union National Bank of Pi~tsb~gh, Surviving Trustee was filed on January 28,1976 for audit by Your Eonorable Court on March 19,1976.The purpose of the filing of the account was that Mr.William G.Stewart wished to be discharged from duties of Individual Trustee. SECOND:Prior to the audit your petitioner was advised of the death of Garrett J.LeVan,life tenant,on February 16,1976.At the time of·audit notice of the death of the life tenant was made known to this Court and the audit was.continued until May 15,1976. THIRD:Paragraph Sixth of the Will provides that the trust continue for the life of Wilma L.Baker and at her death,May 4,1963,the Trust continued for the benefit of Garrett J.LeVan until his death at which time the Trust is distributable to his issue who had surpassed the age of twenty- one years. FOURTH:Garrett J.LeVan was survived by four (4)children: PeterH.LeVan born February 16,1944 Andrea LeVan Kinney born January 8,1941 Katherine LeVan Aspen born February 17,1939 Garrett J.LeVan born January 19,1937 FIFTH:Copies of the account filed and notice of the distribution due each of the aforenamed children of Garrett J.LeVan were furnished to them prior to the scheduled continued audit.At that time-they were also advised of the intended fees to be charged by the Trustee andCoQlsel for the Trust. -------------------------------------------------- ",,,,.1 SIXTH:Exceptions to proposed fees were filed by the remaindermen through their counsel.At that time their counsel,reques~ed distribution of the Trust to the remaindermen.with an amount to be suspended to be held by the Trustee until litigation had been resolved. SEVENTH:On August 25,1976 this Court entered an Adjudication and Decree awarding the majority of the assets to the four remaindermen and suspended from distribution in the hands of your petitioner $178,080.91 subject to the resolution of the litigated fees of $132,254.70.'Hilliam G. Stewart was also dismissed as Individual Co-Trustee. EIGHTH:On January 31,1978 Orders of Court were entered setting the attorney's fee at .$32,255.·47 and the Trustee's Compensation was adjusted to $58,763.00.Exceptions were taken to the attorney's fee,however,the Trustee's fees were charged (in accordance)with the January Order of Court. On May 30,1979 the opinion of the Supreme Court of Pennsylvania was filed confirming the allowance of the attorney's fee in accordance witt the January Order and have been paid. NINTH:An accounting of the suspended funds is atta2hed hereto as Exhibit "A". TENTH:No distribution has been made other than that appearing in the account and the attached receipts marked Exhibits "B"through "B-3". ELEVENTH:A copy of the Last Will and Testament of Walter H.Baker, deceased is attached hereto as Exhibit "C". WHEREFORE,your petitioner prays that all litigation in this matter having been resolved the balance in the hands of your accountant be awarded \share to each of the children of Garrett J.LeVan namely;Garrett J.LeVan, Katherine LeVan Aspen,Andrea LeVan Kinney and Peter H.LeVan. THE UNION NATIONAL BANK OF PITTSBURGH SENIOR VICE PRESIDENt: .. I Commonwealth of Pennsylvania SS: County of Allegheny Before me,the undersigned authority,personally appea~ed ,,' John R.Echement,who,being duly sworn according to law,deposes and says that he is Senior Vice-President of The Union National Bank of Pittsburgh;that he has the authority to make this affidavit;and that the facts set forth in the foregoing Petition are true and correct. John R.Echement Senior Vice-Presijent Sworn to and subscribed before me this //J ZJ-day of August,1979. r- IN THE COURT OF COMMON PLEAS OF WASHINGTON COUNTY,PENNSYLVANIA ORPHANS'COURT DIVISION ESTATE OF WALTER H.BAKER,DECEASED TRUST FOR WILMA L.BAKER,DECEASED NO.63-70-316 NOW (GARRETT B.LE VAN)SUCCEEDING LIFE TENANT NOW DECEASED o R DE R AND NOW,this If ef,day of ~,1979,the within Petition having been presented to the Court,~e consideration thereof,it is hereby ORDERED AND DECREED that the balance in the hands of The Union National Bank of Pittsburgh,Trustee,be distributed in accordance with the following schedule. ·_-'4 "'8 IN THE COURT OF COMMON PLEAS OF WASHINGTON COUNTY,PENNSYLVANIA ORPHANS'COURT DIVISION NO.316 OF 1970 ESTATE OF WALTER H.BAKER,DECEASED ACCOUNTING OF ASSETS SUSPENDED FROM DISTRIBU~ION BY THE UNION NATIONAL BANK OF PITTSBURGH SURVIVING TRUSTEE UNDER THE WILL TRUST FOR WILMA L.BAKER,DECEASED,NOW GARRETT B.LeVAN,SUCCEEDING LIFE TENANT,NOW DECEASED UNDER PARAGRAPH SIXTH (e)OF THE WILL July 26,1979 SUM MAR Y SCHEDULE A PRINCIPAL -PERSONALTY Receipts Pages 2 - 5 182,068.10 From Income -Personalty 20,372.03 202,440 13 Dil3bursements Pages 6 - 7 96,845 04 BALANCE 105,595 09 SCHEDULE B INCOME -PERSONALTY Receipts Pages 7 - 8 25,59'1 .51 Disbursements Page 9 5,219.54 To Principal -Personalty 20,372.03 25,590 57 B/:.LANCE 0 00 NET BALANCE 105,595 09 The Balance Consists of the Following: I Principal -PersonaltyI Miscellaneous \ -' Federated Trust for Short-Term United States Government Securities 24,200 00 " Cash on,hand 1,395 09 25,595 09 I Distribution I (See Exhibit No.I,page 10)80,000 00 105,595 09 I I r ~Exhibit "A" " J, ESTATE OF WALTER H BAKER DECEASED., SCHEDULE A t PRINCIPAL -PERSONALTY R E C E I P T S The Union National Bank of Pittsburgh,Surviving Trustee Under the Will of Walter H.Baker,Deceased Trust for Wilma L.Baker,Deceased,now Garrett B. LeVan,Succeeding Life Tenant,now deceased The following awarded back to the Trustee and suspended from distribution until pending litigation has been resolved: Bonds Allegheny County,Pennsylvania 3 1/4% $40,000 dated 10/1/56 due 10/1/76 39,476 71 Delaware County,Pennsylvania 5% $10,000 dated 9/15/70 due 9/15/79 10,'071 60 Lancaster County,Pennsylvania 5.45% $5,000 dated 8/15/75 due 6/1/85 5,000 00 Pennsylvania,Commonwealth of $5,000 2.70%dated 3/15/64 due 7/15/76 4,924 20 5,000 3 3/4%dated 5/1/66 due 11/1/78 5,074 30 15,000 4 1/2%dated 5/1/68 due 12/15/85 14,795 25 \5,000 4.65%dated 6/1/72 due 12/1/85 4,878 10 5,000 5%dated 8/1/73 due 2/1/84 5,040 50 5,000 5.50%dated 5/1/69 due 5/1/87 4,742 85 15,000 6.40%dated 8/15/75 due 2/15/86 15,111 30 10,000 6.50%dated 8/15/75 due 1/15/87 10,078 00 Philadelphia,City of;Pennsylvania $10,000 2 3/8%dated 7/1/52 due 7/1/76 8,,664 05 11,000 2 1/2%dated 11/16/55 due 7/1/76 10~230 65 5,000 2 3/8%dated 6/1/55 due 6/1/76 4~475 00 5,000 3 1/2%dated 7/1/61 due 7/1/79 4~987 50 10,000 6 1/2%dated 9/30/65 due 7/1/79 10~330 90 Savings Account The Union National Bank of Pittsburgh Master Savings Account 20,200 00 178,080 91 Less: Distribution subject'to amount due Accountant for Administrative Expenses 132,245.20 Amount requireq to equalized distribution 9.50 132,254 70 Balance carried forward 45,826 21 -2-i "... ESTATE OF WALTER H.BAKER DECEASED Balance brought forward 45,826 21 Plus: Reimbursement of Attorneys'fee and Bank's compensation per Additional Receipts and Disbursements to the Fourth and Final Account filed due to litigation Buchanan,Ingersoll,Rodewald,Kyle and Buerger Attorneys'fee as shown in the Fourth and Final Account 34,800 00 The Union National Bank of Pittsburgh Accountant's compensation as shown in the Fourth and Final Account 91,100 00 I 132,500 00 1 916 July 26 Additional Asset Pro rata share of proceeds sale on 12.5 acres undivided interest Phillips Tract from Walter Baker 512 50 Purchase of Assets .Bonds 14,361.30 183,522.90 183,810.60 14,634.15 396,388.95 4/12/19 United States of America Treasury Bills 10/13/11 $190,000 dated 10/13/11 due 4/13/18 4/13/18 190,000 dated 4/13/18 due 10/12/18 10/12/18 15,000 dated 10/12/18 due 4/12/19 15,000 dated 4/12/19 due 1/12/19'T"""-=-=--=-=-=- 396,388.95 o 00 Savings Account Deposited The Union National Bank of Pittsburgh Master Savings Account Cash disbursed in re above deposits 6/2/16 6/18/16 7/2/76 1/16/16 10/4/16 8/1/11 5/23/18 5/30/18 5,000.00 84,400.00 21,000.00 5,000.00 40,000.00 1,000.00 1,500.00 1,500.00 165,400.00 165,400.00 o 00 -3- f.".... ESTATE OF WALTER H.BAKER DECEASED, Purchase of Assets (continued) Miscellaneous Federated Trust for Short-Term United States Government Securities 1/29/79 9,600.00 7/12/79 14,600.00 I?"• Cash disbursed to purchase the above assets Withdrawals -Savings Account Proceeds withdrawals The Bnion National Bank of Pittsburgh Master Savings Account 10/13/77 172,900.00 4/20/78 3,100.00 1/29/79 9,600.00 24,200.00 24,200.00 o PO o 00 , 11 9 7 8 Apr.13 Apr.28 May 15 Oct.12 185,600.00 Carrying value 185,600.00 Sale and Conversion of "Assets Without Gain or Loss Proceeds maturity -$190,000 United States of America Treasury Bills dated 10/13/77 due 4/13/78 183,870.60 Carrying value 183,870.60 Net proceeds sale -$140,000 United States of America Treasury Bills dated 4/13/78 due 10/12/78 135,227.40 Carrying value135,227.40 Net proceeds sale -$35,000 United States of America Treasury Bills dated 4/13/78 due 10/12/78 33,806.85 Carrying value 33,806.85 Proceeds maturity -$15,000 United States of America Treasury Bills dated 4/13/78 due 10/12/78 14,488.65 Carrying value 14,488.65 -4- o 00 o 00 o 00 o 00 o 00 ,.,... ,'"., ESTATE OF WALTER H BAKER DECEASED., Sale and Conversion of Assets Without Gain or Loss (continued) 1 979 Apr.12 Proceeds maturity -$15,000 United States of America Treasury Bills dated 10/12/78 due 4/12/79 14,361.30 Carrying value 14,361.30 0 00 July 12 .Proceeds maturity-$15,000 United States of America Treasury Bills dated 1/11/79 due 7/12/79 14,634.15 Carrying value 14,634.15 0 00 0 00 .Gain on Conversion of Assets 1 976 June 1 Proceeds maturity -$5,000 Philadelphia,City of,Pennsylvania 2.375% dated 6/1/55 due 6/1/76 5,000.00 Decree value 4,475.00 ;525 00 Proceeds lnaturity -$11,000 Philadelphia,City of,Pennsylvania 2.50% dated 11/16/55 due 7/1/76 11,000.00 Decree value 10,230.65 769 35 Proceeds maturity -$10,000 IPhiladelphia,City of,Pennsylvania 2.315% dated 7/1/52 due 7/1/76 10,000.00 I Decree value 8,664.05 1,335.95 July 15 Proceeds maturity -$5,000 Commonwealth of Pennsylvania 2.90% dated 3/15/64 due 1/15/76 5,000.00 Decree value 4,924.20 75 80 Oct.1 Proceeds maturity -$40,000 Allegheny County,Pennsylvania 3.25% dated 10/1/56 due 10/1/76 40,000.00 Decree value 39,476.71 IIi 523 i29f 3,229 39 182,068 10 From Income -Personalty Account Amount transferred for investment and distribution 20,312 03 202,440 13 -5- 1 9 7 7 Oct.4 ESTATE OF WALTER H.BAKER.DECEASED DIS BUR S E MEN T S Administrative Expenses Mary <.lane Dreyer One copy of transcript of proceedings of hearing on 12/22/76 145 00 "~f•• 1 978 ,May 23 May 26 The Union National Bank of Pittsburgh Accountant's compensation period ending 4/20/78, per Order of Court dated January 31,1978 Buchanan,Ingersoll,Rodewald,Kyle and Buerger Attorneys'fee per Order ·of Court dated January 31, 1978 Reimbursement of expenses per Statement 5/10/78 58,763 00 32,25547 58 i27 91,221 74 1 976 June 9 June 10 Lo~s on Sale of Assets Proceeds sale -$15,000 Commonwealth of Pennsylvania 4 1/2% dated 5/1/68 due 12/15/85 Decree value Proceeds sale -$10,000 Delaware County,Pennsylvania 5% dated 9/15/70 due 9/15/79 Decree value 12,580.50 14,795.25 10,027.00 10,071.60 2,214 75 44 60 Proceeds sale -$5,000 City of Philadelphia,Pennsylvania dated 7/1/61 due 7/1/79 Decree value Proceeds sale -$10,000 City of Philadelphia,Pennsylvania dated 9/30/65 due 7/1/79 Decree value 3.50% 4,047.50 4,987.50 6.50% 9,615.00 10,330.90 940 00 715 90 Proceeds sale -$5,000 Commonwealth of Pennsylvania 3 3/4% dated 5/1/66 due 11/1/78 Decree value Proceeds sale -$15,000 Commonwealth of Pennsylvania 6.40% dated 8/15/75 due 2/15/86 Decree value -6- 4,785.50 5,074.30 15,063.00 15,111 .30 288 80 48 30 "... ESTATE OF WALTER H BAKER DECEASED., Loss on Sale of Assets (continued) 1 9 7 6 I June 10 Proceeds sale -$5,000 Commonwealth of Pennsylvania 4.65% dated 6/1/72 due 12/1/85 4,268.00 Decree value .4,878.10 610 10 Proceeds sale -$5,000 Lancaster County,Pennsylvania 5.45% dated 8/15/75 due 6/1/85 4,969.00 Decree value 5,000.00 31 00, Proceeds sale -$5,000 Commonwealth of Pennsylvania 5°'"h dated 8/1/73 due 2/1/84 4,551.50 Decree value 5,040.50 489 00 Proceeds sale -$10,000 Commonwealth of Pennsylvania 6.50% dated 8/15/75 due 2/15/87 10,041.00 Decree value 10,078.00 37 00 Proceeds sale -$5,000 Commonwealth of Pennsylvania 5.50% dated 5/1/69 due 5/1/87 4,539.00 Decree value 4,742.85 203 85 5,623 30 96,845 04 SCHEDULE B INCOME -PERSONALTY R E C E I P T S The Union National Bank of Pittsburgh,Surviving Trustee Under the Will of Walter H.Baker,Deceased Trust for Wilma L.Baker,Deceased,now Garrett B. LeVan,Succeeding Life Tenant,now deceased The following awarded back to the Trustee and Suspended from distribution until pending litigation has been resolved: Accrued Net Income on hand and due to be received due Estate of Garrett B.LeVan,Deceased 3,140 29 Interest -Bonds Allegheny County,Pennsylvania 3 1/4% $40,000 4/1/76 -10/1/76 650 00 -7- "..A ESTATE OF WAT.TRR H RAKRR nHY'I'LlC:1?T1 Interest -Bonds (continued) Delaware County,Pennsylvania 5% $10,000 3/15/76 -6/17/76 127 78 Lancaster County,Pennsylvania 5.45% $5,000 2/17/76 -6/17/76 90 83 Pennsylvania,Commonwealth of $5,000 4.65%6/1/76 -6/17/76 78.14 5,000 5%2/17/76 -6/17/76 84.02 5,000 2.90%2/17/76 -7/15/76 60.01 5,000 5.50%2/17/76 -6/17/76 35.14 10,000 6.50%2/17/76 ~6/17/76 218.47 15,000 4.50%2/17/76 -6/17/76 226.87 5,000 3.75%2/17/76 -6/17/76 23.96 15,000 6.40%2/17/76 -6/17/76 322.66 ~ 1,049 27 Philadelphia,City of,Pennsylvania $5,000 2.375%2/17/76 -6/1/76 "34.61 10,000 2.375%2/17/76 -7/1/76 89.11 5,000 3.50%2/17/76 -6/17/76 58.81 10,000 6.50%2/11/76 -6/17/76 218.47 11,000 2.50%2/17/76 -7/1/76 103.12 504 12 United States of America Treasury Bills I Accumulation on $190,000 to 4/13/78 6,129.40 I140,000 to 4/20/78 271 .13 I 35,000 to 5/22/78 225.30 15,000 to 10/12/78 511.35 15,000 to 4/12/79 638.70 15,000 to 7/12/79 365.85 8,141 173 10,563 73 Interest -Savings Account The Union National Bank of Pittsburgh Master Savings Account 5/1/76 -1/31/79 11,518 34 Miscellaneous Federated Trust for Short-Term United States Government Securities 1/29/79 -6/30/79 369 21 25,591 57 ! -8- "... ESTATE OF WALTER H BAKER DECEASED. . Ir DIS BUR S E MEN T S Administrative Expenses Pennsylvania Department of Revenue Penn3ylvania Fiduciary Income Tax for the fiscal years ended: I 9/30/76 858.30 9/30/77 73.08 931 38 1 979 July 26 The Union National Bank of Pittsburgh Accountant's compensation 1,147 87 2,079 25 Distribution Payment in accordance with Paragraph Sixth (c)of the Will The Cnion Savings and Trust Company,Executor of tt.e Estate of Garrett B.LeVan,Deceased 8/2/76 Balance accrued net income 3,140 29 5,219 54 To Principal -Personalty Account Amount transferred for investment and distribution 20,372 03 25,591 57 -9- .., "..a ESTATE OF WALTER H BAKER DECEASED... I EXHIBIT NO.I , Payments on Account of Distributive Shares Principal -Personalty , i Distribution Under Paragraph Sixth (c)of the Will Katherine LeVan Aspen Advanced distribution Cash 4/20/78 20,000 00 Andrea'LeVan:Kinney Advanced distribution Cash .4/20/78 20,000 00 Peter H.LeVan Advanced distribution Cash 4/20/78 20,000 00 , Garrett J.LeVan I Advanced distribution ,. Cash , 1004/20/78 20,000 80,000 00 1! 1 i . -10- ..~... ,.',.... COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF ALLEGHENY JOHN R.ECHEMENT,Senior Vice President of THE UNION NATIONAL BANK OF PITTSBURGH,the above named accountant being duly sworn according to law deposes and says that the disbursements shown in the accouct have been 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~day of·~~~~~~~~,1979 C7\~l'~~E"ff~ IN THE COURT OF COMMON PLEAS OF WASHINGTON COUNTY,PENNSYLVANIA ORPHANSt COURT DIVISION IN RE:ESTATE OF WALTER H.BAKER TRUST FOR WILMA L.BAKER, DECEASED,NOW GARRETT B.LEVAN,SUCCESSOR LIFE TENANT,NOW DECEASED NO.316 OF 1970 R E C E I P T I,KATHERINE LEVAN ASPEN,do hereby acknowledge to ~ve received from THE UNION NATIONAL BANK OF PITTSBURGH,Surviving Trustee under the will for Wilma L.Baker,deceased now (Garrett B.Levan)Succeeding Life Tenant under Paragraph Sixth (c),~the following as an aivance dist~ibution under Paragraph Sixth (c)of the Will: Cash $20,000.00 In consideration of this advancement to me,I agree to return all or any part thereof should it later appear that for any reason the said advancement should not have been made. IN WITNESS WHEREOF,I have hereunto set my hand and seal this ___----Tlt~i:10 day of {J,ut.'i 1'978. Exhibit "B" 'r IN THE COURT OF COMMON PLEAS OF WASHINGTON COUNTY,PE:lliSYLVANIA ORPHANSl.COURT DIVISION IN RE:ESTATE OF WALTER H.BAKER TRUST FOR WILMA L.BAKER, DECEASED,NOW GARRETT B.LEVAN,SUCCESSOR LIFE TENANT,NOW DECEASED NO.3:16 OF 1970 R E C E I P T I,ANDREA LEVAN KINNEY,do hereby acknovrledge to have received from THE UNION NATIONAL BANK OF PITTSBURGH,Surviving Trustee unter the )Nill for Wilma L.Baker,deceased now (Garrett B.Levan)Succeeding Life Tenant under Paragraph Sixth (c),the.following as an advance distrroution under Paragraph Sixth (c)of the Will: Cash In consideration of this advancement to me,I agree to return all or part ©hereof should it later appear that for any reason vhe said advancement should not have been made. IN WITNESS WHEREOF,I have hereunto set my hand and seal this--~7"''''--'day Off)~JU.L ".,.1978. ,l).j..Uu.JJu.~) Andrea Levan Klillley (J WITNESS: Exhibit "B-I" IN THE COURT OF COMMON PLEAS OF WASHINGTON COUNTY,PENNSYLVANIA ORPHANSr COURT DIVISION IN RE:ESTATE OF WALTER H.BAKER TRUST FOR WILMA L.BAKER, DECEASED,NOW GARRETT B.LEVAN,SUCCESSOR LIFE TENANT,NOW DECEASED NO.316 OF 1970 R E C E I P T I,PETER H.LEVAN,do hereby acknowledge to r~ve received from THE UNION NATIONAL BANK OF PITTSBURGH,Surviving Trustee under the Fill for Wilma L.Baker,deceased now (Garrett B.Levan)Succeeding Life Tenant under Paragraph Sixth (c),the fo~lowing as an advance distribution under Paragraph Sixth (c)of the Will: Cash $20,000.00 In consideration of this advancement to me,I agree to return all or any part thereof should it later appear that for any reason the said advancement should not have been made. IN WITNESS WHEREOF,I have hereunto set my hand and seal this ___-----...b:....-day·of'~,1978. ~~~£;,~~~~-(SEAL)v""Peter H.Levan WITNESS: >d!V?A?~j ~ Exhibit "B-2" l........__-..!..-_ IN THE COURT OF COMMON PLEAS OF WASHINGTON COUNTY,PENNSYLVANIA ORPHANSt COURT DIVISION .IN RE:ESTATE OF WALTER H.BAKER TRUST FOR WILMA L.BAKER, DECEASED,NOW GARRETT B.LEVAN,SUCCESSOR LIFE TENANT,NOW DECEASED R E C E I P T NO.316 OF 1970 .I,GARRETT J.LEVAN,do hereby acknowledge to have received from THE UNION NATIONAL BANK OF PITTSBURGH,Surviving Trustee under the will for Wilma L.Baker,deceased now (Garrett B.Levan)Succeeding Life Tenant Q1der Paragraph Sixth (c),the following as an advance distribution under Paragraph Sixth (c)of the Will: Cash $20,000.00 In consideration of this advancement to me,I agree to return all or any part thereof should it later appear that for·any reason the said advancement should not have been made. IN WITNESS WHEREOF,I have hereunto ./tJ .c!:day of_~~m'!::d:....-4-~I-I--.I-_'1978. WITNESS: ~~)4~~ Exhibit "B-3" LAST.WILL AND TESTAMENT== III WALTER Ho BAKm,of LeMOyne Avenue Erlenaion~South Strabane Township;~'lashington COUnty;Pennsylvania,do make,publish and declare tbic'1 as.and 1'01"my LastWUl ·and Testament,hereby rsvckii1g and mnking null and void any and all former wills and iestaments by me at any time IEadeo FIRST:'I 'direct my Executors bsrei.z:iafter named.to ~.;.all my jU~3t debts and funerale:xpenses aa soon after my·decease a~convenie1:.tly may be done. SECOND l DUe to the fact that '~ha household goods and .fu:t-m.shings dnd other·articles of'like kind contained iu the·domicile above men·tiollec. are the property of J1!7 wiughter,ANNE BAKER WEIMER,whi.chwere~cqll..'treCi. through inheritance from relatives or by gi£ttrom her mother or from me!' no disoosition thereof is·made hareino... TItIRD:·Any and all household goods and effects and other a~:,ticles of a st.rictly personal use and.cbaract.el"which ma~~'be found in f.>..rny other .p?.!il:!e in which I a.Dl ·temporarily resi<U,ng a.t the time of my death,I g:L'V0 and beques.tb. -1 - ·Exhibit "e" FIFTH:'I 'direct tl'..at any and all estatejl inheritanceS'transfe:r.p , ,I or other taxes of a similar nature found to be due and payable upon en~'" legaCYg deviae,life eatatsg and remainder provided in this Will,or upon ~ny other form of property whatsoever which might be held to be,taxable as 8.pa:rt of my estate,shall be paid by ID;/Executors Or by my Trustees from t.he principal of my estate,so that 8.IJ.y and all beneficiaries i.mder the prov:'~sions of ~lihisWill shall receive their bequest,l:tfe estateS)or ramaindel' i->:l.thout any diminutions in amount or value occasion.OO by ae.id taxas a:nd wi:ij:r~12t 'Haiting foI'the termination of any life estate.and without.any reim- mt~sement of the lira tenants therefoTo §UTH:'All ths rest,l"esidue~and remainder of 'I!(f aS~A."lte~real, ~~:::-to '{.jhich I maJr be Eltltitled at '!;he tim~of my death9 I g:1.v~~;?evisf:J and bequeath unto T.liE mUON NATIONAL BANK OF PI'I"l'SBURGH,a corpo1"at;;.on ll end aX?litheix'successors,:n~TRUST,HOWl!~ERll for -the persons ~.md for i.;he uses, e.nd purpo36S hereinaftei:."sat forthll to-mt:- ,(a)A ONE-HALF (1/2)'PART of lEY residuary estatey "[·Ymca shall' It·.elude my property at 5712 North Bay Road~'Misini:Beach~Florida!,if ,then the SaLle snaIl be owned by:mep shall be set apart as a.separate tnl;.:r{j end the net income therefrom shall be paid in monthly or other convenient pej"li1ents 11:0.t.O my Hife,WIlMA Lc BAKER,dur:l.llg her 1ifetime~in s.ddition to suca. :1.ncome payments:J the Trustees are autho?ized -to'use at any t.i.me and from -ame ':0 '(;ime so much of the principal of the corpus of the tr-ust as :in th~ir discretion may be deemed advisable ordesirablc for her ms.intsnan.ce"su.pport)' comfort and welfares.~ud I direct '~9 1T.~stees to give a li~sral constr11etio~ t~;)the needs foZ'which such principal ;might be usedo ' -2.<:t:'I' (b)My said wifeg WILMA L.WERT shall MV9 ,the right to occupy the property at 3712 North Bay Road~Miami Beach,.Floriilil9 for so'lo:Jg as she chooses to,rema1ntberein»and the expenses of maintainipg -the p:roperty :i.n habitable condition,taxes,premi:ums of fire iilsurance~and othe1'like (~ba.rges shall be paid hy the Trustees from the inoom.e race!vad.In '~he evant aha shoUld not msh to continue to r.eside '~harein,t.he 'l'rustees~upon the l'ecclpt of her 1drit'cen notice of permanent removal therefrom»1!I.3.y sell the :::ropart~·to such person or.persons for such price and.upon such.terms and conditions as they defflll satisfactory. ,(e)'-'Gpon the death of my said wifeg WIL1\fA L.Bl!3:ER~the 'then prin~;ipal theretofore held for har use shall contirrlJ..e to be held n~TRUST bj~ my 8e:i.cJ.Trustees and,the,net inGQme therefrom shall be paid in lnontrJ.;y 0:" othex'cOll'leniant payment.s.to her son,GARRATT LeVilN SI dUI'ing his :~j.fetim.e aud~ t.\fy::;-n bif;dt39.th,the principal 'then remaining :1.:0.the trll,st sb..<:l11 1)>:,d:tvided ".'th .'1 f'm .....t'~'.i"l't':L:0.'(:'::,~iii.S many snares a.s are are J.SSUJ3 0'•~J.J.v:.mg ,El toll\)"G1.ffie 0',,:US des.·.o. 1;.1110 ,G12a:U t..ake per.stirpes»and eachsu.ch share shall be !:),eJ.d.>1~d.ad:m5..ID.sterari as 2.separate tl'llst estate \..mto such BUT"Jiving issue respective:y at'~,in the aGe'cf.twen:ty-one (21)'years mien the principal shall be lXlid to '~hem f'l"ee and cb.Gcbarged of the trust.'Should any of such issue of '"he said.Gci},R.F.A'rT LeVAN d:1.e 'befors attaining the age of twenty-onG (21)years,leaving issue to slrr'vlVEl him,her or them"the share of such one or ones so'dylng s!'.a.1J.00 d5.',rlded to and among the latter$)distribution to be mBde as the;r 3c"'J'eraJJ.y 2.tt.liin the uge of twenty-one (21)years.'Should any of'the 8um'ifi:ag :'~s:me cf.'the said Gll...'tffiATT LeVAN die 'before attaining'the age of twent:r~on6 (21) yS'3.1"'S ldthout leaving Jesue to surv.lve him~her or them!)tho Sh9l'G OI~su~ch one oZ'ones so dYing shall be divided equally among the survi"I.'ing brothel'S and/or sisters"as the case may be,or .the issue of any of them t.hen decea.st~d end shall be added to and become a part of the trust,estt;ites l:eld for them and the income shall be paid arid the principal distributed as a part,thereof'o .(d)''Should my said vife,W"J.1l.fA L.BAKER,predecease mel't.hen .and in that event I give,devise and bequeath imto my srld ~tees s ONE- }'IF1'H (1/5)PART of my residuary estate IN TRUST for the use of GARRATT r.eVM~:1 ?...nd the income shall be paid and the.p:i."'incipal distributed in ~.he same i:D!l.n:i.1ClI' as e.bove provlded for him in Sub-Section (c)of this paragraph and tb.:.tl:l provision shall be ".in lieu thereof0 .(e)The rema.ln:ing ONE-HALF (1/2)PART of 1'!JY residl~.ar.2·estate» t'.inrl in the event T!.f1'said mfe should predecease me ll then a FOUR~·FIF'I'HS (4/5) ..Pi~lT (..f.t..'h-a !let residua1"1J estate;I give:deviss and bequeath 1:1nto my said '}J:>:.1stees toe be held b".f them IN TRUST as follows: (1)'An equal ONE-FOURTH (1/4)PART thereof shaJ.l be held fOl'~c1..allghter:-..:i1~m BAKER WEIMER 'J and the net income t.herefrom shell ba ))aid un'to her in monthly or other convenient payments during her lif0t:blle~ .. ~.nds u.pou.her deaths the then principal~together tdth any lncc:me accrl1.~:d.or ~(~cUlliuJ..ated thereon anii rsmaining unpaid to her,shall be divided in equal sha1'Os ~~O and t".!ll')ng ro:r three grandchildren hereinafter named and ahaJ.:1.be aCided to tho 'tru.st,6F.rte3.tes hereinafter created for 'chem and '-ina lncome 3ha~.:L be paJ.d and t,lJ.i:J 'principal distribr.lted 8..S a part thereof0 Due to the fa.ct that ample pro..'iaion for my said daugnter b~s 'been made by other relati',e8 of hera,including her mother and myself,it .bas seemed to me advisable to'make provIsion foT.her hereln upon tU$same ~e1,;:': ae :m~de for Il\).three g.randc1rl.ldreno (2)An equal ONE-FOURTH (1/4)-PART shall be held in trust tor my granddaughtergAMY ANNE WEI:MER~and equal eN~URTH (1!4)PART for my granddaughter,JULIA Vo WEIMER,aD.d an equal ONE-FOURm (1/4)PJi.F:T fOI'rrry g".t8Jldsong WALTER Bo WEn-1ER,and'd.uri.ng their reSpective mino:dt:1.e-s a8 much of the net income as the Tr.lsteee in their discretion may deem necessary may be l::sed for their maintenance,support and educationo'.During such Idnority any 0:?<:cess lncoma over'and above their reasonable needs may be acCUiJIU;l.ated and ~.:l~:vestC)d by the ·Trustees until they shall have respecti.vely attained their ril;"ljority,at wh.ich time the entire net income shall be paid linto "che-.tilo (.3)AS and 'when each of the said grandchildren shall have a ttained the e.ge of forty."fiva (45)years~the TrI1stees shall dis-tribute 00 .hlm or h.er a.ONE-J.1"OURTH (1/4)PART .of the principal of their rt9spactJ.va.sluire fJ.nd ';l l'UJ.""'thar Ol'fE-FOURTH (1/4,)PART thereOf as .and W'll~they shall have 1.'8spect:tv0ly attained the age of fifty-five (55)·yea.rso·.Thereeft:Jr the income '~\:;-.l the remaining portion or the~princ5.pa1 share shell.'be paid to)them.for 'j •.f'..:.l_e. (4)Upon the death of "oTJ'l ~f my Fl8~1.d granda.n.-:.ldt'en!,than pcrt:ton of his or her principal share then re:waining in trust,together "Jith . .7:.ny income accrued or acauiIIuJ.ated.and Te:maining undistrHnr~edl'sh811 be cti.vided per stirpes into as many 'shares ss t.here ~re iss-as him.or her sur- v:tvlng and each share shall be .held e.nd administered as a separate trl1st until 'the s1l!"l]'j.ving issue a.ttain tha age of twenty-one (21)'years respeet.ively ~.b.en .'fjhe principal shall be distributed +"0 the:rn.o·ShoUld any of 8Uch surviv:i.l'lg j.6Sue die.before having attained the age of t.wenty-one (21)'years:>the shaTe of'such one or ones shall go per·stirpes to increase the shares of the other surviving issue then livingp and so on from time to time as often as a death occu:rSo ~5 - (5)'Sbould any of my said grandchiidren die w:i:~hout leaving issue to survive him or her or~if leaving issue .to surrlve~all of suoh should die before attaining the age of twenty-one (21)'yearSg the .. .. undistributed principal of such one or ones..shall be ·divided equally to and.. muong the trust estates of the other two grandab11dren and the.issue per.. stirpes of e1ther of them then deceased and shall be held,adm1rleteroo;and distributed in accordance with the provisions hereinbefore l!lB.de £or themo (f)'Ii'S.t any time or times and.from time to time the T".rostees, :l.u their sole discretion deem 1:t necessary or advisable to 1.1Se an:.r part or parts of the principal shares herein provided for my \dfe$my daughter,and .for my threa grandchildren for theil'maintenance,BuPport,educa.~ion~comfort l~.li.d llGl.fare;the Trllstees e.re herewit,h authortzad so to do and thay ahall give a J.lbei:'al construction tn this direction inasmuch asthe:tr comfort.and 'relfar.e ::'::'.:'6 of primary consideration to·meo"The income,and principal if [(fun.d 'GO 1:0 l"\Aleded,of the share Ol"'shares ot any minor beneficiaries taking hex'eu."lde:- rflly be.!".xpanded durlng their rriinority by tha Trustees in their discretion he.vj-nc the custody of suoh one or ones and without the intervention of'f:1. .gu.arcLi.sn or reference to the Orphans'Court having.jurisdictiono .(g)During the coJltinuanoe of thatrusts herein created,the pI'incipal sum or sums of ·the trust funds and the income thereof shall not be c:ubjed,'00 or liable for any co~tracts,debts,engagements,liabllitien or ·i:·ort.s of th.e beneficiaries re8pe~tively nOil or hereaftelq made,cc·n·Li::,,·scted., ;1.:lC'u.rr~d or collliliitteds but shall be absolutely-free frow the S~'"3.E!,~T..'/~t.il.a .". benefioiaries respectively shall have no poWer to.sell,assign or.~~cumber all or any part of the principal sum or sums·of the trust funds or their in.terests therek respectively OT.the income thereof?01"to e.ntioips.te said :1.r.c~meo - 6 ..;, ~H:'I nomiDateg constitute and appoint EDWARD L.STOCKDALE~of Hto Lebanon Townshipj)AllegheDy County,Pe:rmsylvai'rl.a,and THE MON NATIONAl.. BANK OF PITTSBURGH ll a corporation,and their successorsJ/to be tle Executors of this 'IJq Last Will and Testament and to be the Trustees hereunderII and I give to ID3"ExecutOrs in the settlement of my estate and to my Trustees after :my estate bas been settled:the f'ollowing powers any or all of whioh may be exeroised as EKeC"J.tcrs or as Tr'o.stees if found to be naces8a..:7 or advisable:"" (1),1'0 -take ovs1'and retain unConverted so long ~s they may see fit each an(~eveT".f item of real and personal property of which I may ,be ,possessed :v,'ithout liability for depreciation in the value thereof:!)and in their discre"Gion -'co sall or otherwise dispose of all or any of the same?01' fu~Y8e~~rities or property into which they may be converted as he~einafter ,)7:ovlded a.t public or pr:lvate snles to such person or pe:rsons foT"such price ')r'f'1.-oj.oe~and upon mloh "terms and Conditions 'as they shall de911l propero In C.a86 of any sale or other dispOsitionp or any liquidation of any ,3erraritise or property at'any time held hereunderi the Trustees shall from time to time ill,vest,and l"sinvest the proceeds ~such stocks,bcmds!I notes9 m:-tgages ox' o1,ner sscurities as they shall deem to,be safa and wise invsstmen~s,a.nd the)T s1'>..all not be confined :fL01"restrioted to Buch investments as have been made legal for fiduoiaries under the laws of the Commonwealth of Pennsylvania. For the guidance of my Trustees in the management,of.this trust Gstateg I herewith express'the desire that not more than a ONE-FIfTIi (1/5) PART of my interest :tn '~he UNIVERSAL-CYCLOPS STEEL CORPORATION as ,represented by the common capital stock held hereunder be sold solely for the purpose of diversifiCation of'invastm.ents~As and when it miglit seem advisableg dasl:mble - 7 - or necessary to 1Il3 Trustees to sell any part or all of the Tallaining 1!\)UR- FIFTHS (4/5)PART of.the common capital stock of the said Universal-Cyclops Steel Corporation~it is rq desire that such proposed sale or sales shall f.irst be discussed with 1113'wife,WILMA L.'BAKER,if she survives mall a'ld 'cith ?JJY daughter;ANNE BAKER WEIMER,and their'written consent thereto obtainedo The Trustees are authorized and empowered at any'tim or from time to time in their sOle discretion for any purpose to borrow monay and for that purpose to pledgeor mOrtgage any of the assets or property then constituting the fund and to execute and deliver any and all notes,bonds, obligations,9 mortgages,assignments,and other inst!'UlIlents and ~.;o perform sll acts neoes8a17»proper or convenient in connection therS'ldthl)~and all such bans,pledges and mOrtgages to be made in the sole disort;-=-..ion of my Trustees and for such amounts and upon such terms as they ahaI:deem proper. (2)No purchaser of any secmr-lties or p:ro~)ert7 ~t any ,tiLls sold or otherwise disposed of 'blJ my Trustees shall be under 'any responsibility or liability -to see to the application of any incomo or princif.al distributed by·them to any person entitled to receive the ~ame under the prov:{.sions of this iI/ilL In connection with the sale or transfer of any securities of property made under the provisions hereof',my Trustees et't"e hereby authorized to executa a.nd deliver all such revocable and irrevocable PO~of attorney, bills of salel)assignments,deeds,conveyances and such other instruments as "!1'BY be necessary or proper in asking such sale or transferso The certificates for 311 shares of'stock and the title to all real estate which from time to time may be held by the Trustees hereunder my be transferred of record in·lie t.he names of my TrUstees as tr:lst.ees hereunder$or may be trans2'erred 1nto the , name of the nominee of the corporate fiduciary authorized by its Board of Direotors to act.in such capacitY'..The voting Pover upon all ahares of stock or other securities at any time held by my Trustees hereunder,shall be executed by my Trustees in person or by proX10 If my Trustees shall at any ti:na hold or purchase bonds at·a price in exoess of par,they shall not be required,except at their option,to amortize that part of tba purohase price :1.n exoess of par,but all.interest received on said botide may be treated and peid out as income,oi'at the option of my Trustees any income in their'hands illKi:J'be used at the t.ims of purcm.se to apply against 'that part of the cost of said bonds whioh is:1n excess of paro .. (3)Tne Trustees shall have power to hold and ::nanage any such 1"et11 estate,make repairs aDd improvements and make leases .thereof t.o such te!1.""ints for su.ch period and ·upon such ·terms as my Trustees in their discretion 111£1;)'-detarmino p a.l'ld no lease by iIIy Trustees for e.term of five yoars or less smll be te:rm.i.ne.ted·by ·l"aason of the termination ~f the trust before the 8:T.:<;.irntion.of'the ~:,errn of the 1911sa g butr in spite ot tha tarm::.nat.ion oft.he t~:'U8tp such leasEl sr../311 remain in full fo!'ce and effect during the term thereof0 Hy Trus·tees shall have power to race!va and collect rents,interest and othe!'income of'said real estate or other trust property,1~ing such j.eg~J.proceedings as they may deem necessary for the purpose,emd they shall he'.re power at any time to sell,convey and transfer any or all reaJ.estate end other property.which thq may hold as Trustees,conveying and transferring '~he same rr-j deed or other instrument.in writing in such form and vdth such cO-venantsas "1Ir1"Trustees may deem best,witbout the consent of any court and without liability on the part or any purchaser.to see to "t.he application of t.he purchase money0 :. .~ The Trustees are authorized and empowered to enter into,consent to or oppose &D1 corporate reorganizationsJl mergers,consolidatiC'ne,dissolutions and liquidations or any corporations whose stocks or other securities shall B.t any time be held by them as part of the truSt under the provisions'hereof,... and to maka,.consent ~or oppose other adjustments of and changes in the capital .t'undaor property constituting the tmst property;they may exercise any and all rights of subscription tdth respect to any stocks,,bonds or other ::J0curitisa included in the trust. (4.)The Trustees in making any distribution of principal of the trust fund may make :lihe said distribution'in money or in kind cr partly in money and partly in kind. EIGH'I'H:In the event the B&1d EDWARD L.,STOCKDALE should pred.ece~we me'or,aurv'"inng me,.be unable to qualify as Co-ExecutOr and C",:"'frllstee hal'mmda!'due t.o il1D.ess~accident or incapacity to act for any reascm .w1"Jitever,Gr~1:lJ3.v.tng qualified,be unable :to perform the duties hereWith imposed,then and in that event my said wife,WILMA L.BAKER~if she surJ'ivea such individual as h.i..s successor as may be suitable to the corpcrata fiduciary herei!:.named o:i."its successor in offioeo In the event my said daughter sr.&Ould pzoedecease my said vife or upon the death of my said.duaghter if'she is the survivor of them,then a majority in interest of 1131':t88U8 who axe then·sui.:Jurls my at any time or from time to time upon tiling their :,:,equest or election in writing change either.or both the individual and the corporate ty-us'liea then in officao In the event of failure of the beneficiaries to nominate a successor individual trustee in accoroance wi.th the above provisions,then the corporate trustee or .its suocessor shall act as though solely named hereundero'Any successor corporate trustee llemed.. -10 - •..,~t. .,. hereunder shall be a trust compaD1 or a national bank authorized to do trust business,whether located in PeDDS1lvania or elsewhere,and shall have a capital of not less than $1,000,000000 and a surplus ot not less than $500,'0000000 .In the event that 81J1'change of Trustee or Trusteas :ts made at anytime herein provided,the 1ru8tees whose serVices are discontinued shall effectually transfer or deliver o~to their successor or successors all the property held in the ·trust estate and shall rUe an accounting of the'ad- ministration of the trUst in a cOurt of appropriate jurisdictioIL. NINTH:~ro bond o:r other security shall be required of the individual named a.s Executor and as Trl.!stee hereunder nor any successor to him selected :lnaccordarice vlth .the.above provisions,and the Trustees,both individual ..... and cOi-porate,or any.substituted Trustee or Trustees,shail have the r-lght to resign upon giving ninety (90)days I written notice of EUch iatention to .e.ll the beneficiaries taking under the prov:2.sions of this ~ofillw~ether m:tnors . or adultso TmTH:All the f'oregoirig provisions with respect to the Trustees sbal:i. apply whether one or more trllstee shall be acting,regardless of yhether t.he language herein contained shall be appropriate to a trustee singtllar in number or trustees plural in number~arid all such pi-ovisio~s shall inure to the ben~it not only of the Trustees herein named,but also.to all successors in said Off'iC80 Di WITNESS WHERmF~1 9 WALTER H.BAKER,have to this JD1 Last Will . and Testament set my ·band and .seal·this .26th'.~of ....A:;;u=B'B-=:Lst.-.....:o .Ao Do p 1946~'__ .WALTER H.BAKER .Signed,sealed,published ~d declared by the above naned testator, -11 -'. .. "'.'1 •"l ., WALTER Ho BAKERp as and for liis Last 'Will and.Testament,in the presence of us, who,at his request,in his presence aDd in the presence of each o'~her,have hereunto subscribed 'our names as witnesses thereto. I Address:621 Chestnut Ste Bd.dgeyille~fa 9 GRACE P.WIRTZ___~=~~.=;:~..,...__=_~.""""""",._e- Address.:253'WaBhi;ngton Ave. t=__ .ELVIRA P.CASTELLI Address:614 Bank Stre!}t .t HER~BY CERTIFY THAt THE FOREGOING IS A TRUE AND RRECT COpy OF DE EDENT'S WILL ..I ~~.W........TTORNEY FOR ACCOUNTANt·...... .' -12 - ~).,...P .. ;.1\ J ""," F_OCOl\'.91 .h tip .attn of tIJ,£statt of I WALTER H.BAKER.(":'T~R~US~T~F';':'OR':"":W~I~LM=::'A~L-.~D=IIO=lII~A.::':E=D:--)• BAKER,DECEASED NOW (GARRETT B. LE VAN)SUCCEEDING LIFE TENANT NOW DECEASED In l~r OOrp~ans'Cl!ourt Ituisian of t~r ....~}e~!~~!.Q~_·Iourt of'atammnn illru of ~ Gtountg 'rnnaglttanta ~o.63-70-316 ~~~___ JUDI ,.U .tn Ig m~r8f 'IIrtltntJ.that I,'PETER H.LE VAN..,.~......:.. do hereby acknowledge to have received from THE UNION NATIONAL BANK OF PITTSBURGH Trust for Wilma L.Baker,Deceased now (Garrett B. LeVan)Succeeding Life Tenant now Deceased the sum of C••lIOOToa-ADIIUNI8TRATOR-TICt78TEIC-0t7ARDJAN). _C_as_h_a_dv_a_n_c_ed Cf,·20 z000.00 )Dollars and Balance due'6,396.65 26,396.65 in full of the amount awarded me under the decree o~the Orphans'Court Division of the Court of Common Pleas of Allegheny County,Pennsylvania,entered at the above number. And I do further authorize and direct the Clerk of the Orphans'Court Division to enter I receipt on the Audit Docket in my name,place and stead. •ttn,..my hand and seal this 6 Wi,ness'f!avL..)~J ,~~~~~~(SI::AL)~Peter H.LeVan fI/T I {, .,:,~""~ NO.63-70-316 ! \ AUDIT VOL.~'\.,J."..';,..'....\ .,:~) \'.l\-=.(:-\'"",,. \I° 1 ~-- PAGE__ ., ~ If ... ».0.....8.0 -0 Btutpt ESTATE OF WALTER H.BAKER. TRUST FOR WILMA L. BAKER,DECEASED NOW ~GARRETT B. LE VAN)SUCCEEDING LIF~TENANT NOW DECEASED Filed _ Fee James W..Ummer,Esquire AttorneyBuchanan~In~ersQJJ.ROdewald, Kyle and Buerger Address 57th FJ oar II S Steel BllilQing P~ttsburgh,Pennsylvania 15219 "f t !I ! I .' ~ .h tip .attn IIf tIJ'&tat'IIf ,. 1 Fora OC Dlv.91 l WALTER H.BAKER.\ -,;;TR~U;;S';:T~F~O~R-W~I~L~MA~L~.--=D=IIO:::.~A.==JC::;;D:---). BAKER,DECEASED NOW (GARRETT B. LE VAN.)'SUCCEEDING LIFE TENANT NOW DECEASED 3Jn l~r OOrp~ans'O!ourt Itnision of t~r ..WASHINGTON .Gtourt of Qtommnn Jllr.of ~ftJ, Qtouutg 'rnusylnania -J--:-- No.63-70-316 of 19__ ANDREA LE VAN KINNEYKum,.11 8,n lym~r8f 'IIrflfnta.that I, d~hereby acknowledge to have received from THE'UNION NATIONAL BANK OF PITTSBURGH. Trust for Wilma L.Baker,Deceased now (Garrett B. LeVan)Succeeding Life Tenant now Deceased the sum of C••eoo-roa-AUMIKI8TRATOR-TlCtl8TZX-OtlARDJAN) Cash advanced ((l ?O 000 00------------_._---\p -,.)Dollars and Balance due 6,396.65 26,396.65 in full of the amount awarded me under the decree of the Orphans'Court Div.sion of the Court of Common Pleas of Allegheny County,Pennsylvania,entered at the above nu.nber. And I do further authorize and direct the Clerk of the Orphans'Court Division to enter I receipt on the Audit Docket in my name,place and stead. I .UIIt..my h.nd .nd se.1 this +!~Jay o~~h~_.1911--- Witness'ett:u·"){!;ltM-v"/~fMe~~~~AL: I I D.0.....8.D .' 1. ",,-. NO.63-70-316 OfxM__ AUDIT VOL.PAGE.__ Jltnipt ESTATE OF WALTER H.BAKER. TRUST FOR WILMA L. BAKER,DECEASED NOW (GARRETT B. LE VAN)SUCCEEDING LIFE TENANT NOW DECEASED Filed _ Fee James w.Ummer,Es~uire Attorney Bl1cliapan)TngerspJ J)Rodewald) Kyle and Buerger Address 57th F.loor II S Steel Bll;1 ding P:j.ttsbuJ;'gh,Pennsylyania l52l9 \, -----' .' ForaOCDlv.91 .., In tip .attn of tIJ,&tatt of l.liIW.tlo.ALw.'TU;E~R_Ht1-,..J;;BL/;\,AKl:l.IEi:l.J;Bl..,,_--==::-::;;:-_\ TRUST FOR WILMA L.DIID••UO ) • BAKER,DECEASED NOW (GARRETT B. LE VAN).SUCCEEDING LIFE TENANT NOW DECEASED In l~r OOrp~ans'Gtaurt Ituisian of t~r .W~~Hltill!ON.moud of ClIammon JUras'of-.tiHllJlJlBM Gtountg 'rnlts111ttanta No.63-70-316 of 19__ Eum All .,n Ig m~r8f 'rflfntl.that I,KATHERINE LE VAN A3PEN do hereby ~cknowledge to have received from THE UNION NATIONAL BANK OF PITTSBURGH Trust for Wilma L.Baker,Deceased now (Garrett B. LeVan)Succeeding Life Tenant now Deceased.the sum of (as.croTOa-ADMII'fJ8TRATOR-TICUSTI£JI:-OUAIIDJAN) _C_a_sh_a_d_va_n_c_e_d '--__:-Cf,20,000.00 )DIJ11ars and Balance due .6,396.65~ 26,396.65 in full of the amount awarded me under the decree of the Orphans'Court Division of the Court of Common Pleas of Allegheny County,Pennsylvania,entered at the above number. And I do further authorize and direct the Clerk of the Orphans'Court DivisIon to enter I receipt on the Audit Docket in my name,place and stead. ?day of #_:-.19J:J-- -.....~ NO.63-70-316 d"fCW__ AUDIT VOL.PAGE,__ Btatpt ESTATE OF WAT,TER H.BAKER. TRUST FOR WILMA L.D-'0....8-.D BAKER,DECEASED NOW (~ARRETT B. LE VAN)SUCCEEDING LIFE TENANT NOW DECEASED Filed _ F~e James w.VIDmer.Esquire Buchanan,Ingersoll,Eodewald, Attorney KyJ e and Buerger 57th Floor U.S.Steel Building Address Pi ttsbllrgb ~Pennsylvania l5219 '. "" ft.'. roraOCDlv.91 .h lip _attn of tlJt &tatt of ~o.63-70-316 o~~~___ In t~r Ql)rp~anB·Qtourt Ituision of I~r ,&~J:t31!!~2!ON,Cltourt of atommnn JIlras of ~DlJ Cltnunlg 'rnnsglttaniaI WALTER H.BAKER,) TRUST FOR WILMA L.D.,SA8ED • BAKER,DECEASED NOW (GARRETT B. LE VAN)SUCCEEDING LIFE TENANT NOW DECEASED ElUIUS ,.11 _fn Ig m~'JIf 'rflfnta.that I,'GARRETT J.LE VAN do hereby acknowledge to have received from THE UNION NATIONAL BANK OF PITTSBURGH, Trust for Wilma.L~Baker,Deceased now (Garrett B. LeVan)Succeeding Life Tenant now Deceased :,the sum 0: CaSSOOToa-ADIU1'f18TRATOR-TICUSTZII:aUARDIAN) ..::C::.:::a:;;:.s.:.:.h-=a:.::d~v=an::.:c:..;e;.;:d ($20,000 .00 and Balance due 6,396.64 26,396 ..64 in full of the amount awarded me under the decree of the Orphans'Court Division of the Court of Common Pleas of Allegheny County,Pennsylvania,entered at the above number. And I do further authorize and direct the Clerk of the Orphans"Co'ltt Division to encer I receipt on the Audit Docket in my name,place and stead. ,.tln,..my hand and seal this /~ Witness'(SEAL; ~~~'111A (~t(,~~tlfJo '(~'lo~ a~~/.,qs>o • -1',":. -----I~I NO.63-7Q-3l6 ~'--~ AUDIT VOL._ Bttrtpt ESTATE OF J.I1iLTJi'R_H "RLl.KH'R PAGE__""-i'"'IC-EREDni:'\J .0 I '.~ 919 on 26 f~tl 8 48 'f.,'{'>.: .·..,"0, TRUST~:FOR WILMA'L.D.0••8.D BAKER,DECEASED NOW (GARRETT B. LE VAN)SUCCEEDING LIFE TENANT NOW DECEASED Fil<d t¥/J.S F~e James W.Ummer,Esquire Attorn~BYchanan Ingersoll Boaewald5 .,, Kyle and Buerger Address 57th FJ oar II S.Steel _Building Pitt9burgh,PennsylYari~a 15219 QJ:uurt itf QJ:ummuu (@rp4uun' ~lt .t4e t" 'ltun uf lIun4iugtoo Qt,nurt mininlnu ~uuuty J In the matter of the Audit of Account in Estate of Wal ter H.Baker,.Deceased TO THE AUDITING JUDGE: No.316 of 1970 Enter_---:.-.:m...:Y=---,appearance for William G.Stewart,Succe!:sor Individual Trustee,and The Union National Bank of Pittsburgh,S~rviving Trustee, under the Will for Wilma L.Baker,deceased now [Garrett B.LeVan, Succeeding Life Tenant under Paragraph Sixth (C)] 17'6/,day of_--=M..:..a:..:.,yL-,19_7_6_ N.B.-Counsel shall,by separate paper,present a concise statement of 6-;Lch claim,w.ith supporting caI cuiation of any interest claimed.Objecti:>ns to an account as filed,shall be concisely stated in a separate pa)er. Council suggesting proper distribution shall file a separate concise state-ment in that regard. No.316 of 1970 In re Audit of Account in Esta:te of Walter H.Baker,Deceased AUDIT 'rarripr fnr Appraraurt FOR William G.Stewart,Successor Individual Trustee,and The Union National Bank of Pittsburg Surviving Trustee,under the Will of Wilma L.Baker,deceased now [Garrett B.LeVan,Succeedin Life Tenant under Paragraph Sixt (C)J. R0gert :.F.,Patton Attorney :.:. i .J~",."'-'BUCHAN~~,INGE~SOtL,RODEWALD, KYLE &BUERGER 57th Floor,600 Grant Street Pittsburgh,Pennsylvania 15219