Estate of Theodore R. Thompson, Deceased, Betsy T. Turner, Executrix - Page 5




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          attorney appointing Betsy and Robert as his attorneys in fact and           
          granting them power to handle all of his financial affairs.                 
               On March 17, 1993, decedent executed an amendment to the 1969          
          trust.  As a consequence of this amendment, a new revocable trust           
          (the 1993 trust) was created.  The 1993 trust was funded with the           
          assets of the 1969 trust.  Betsy and Robert were the trustees of            
          the 1993 trust.  The assets (worth approximately $1.5 million)              
          transferred to the 1993 trust consisted of securities and cash held         
          in an account at Dean Witter Reynolds, Inc. (Dean Witter).                  
               From 1989 to 1993, Virginia Newnam was the account executive           
          of decedent’s trust’s holdings at Dean Witter.  In 1993, Ms. Newnam         
          changed her employment to Alex Brown, Inc., and the trust portfolio         
          was then transferred to that brokerage firm.                                
               Decedent received the income from the securities held in the           
          1993 trust.  In addition, decedent received annual income of                
          approximately $8,000 from Social Security and approximately $6,000          
          from annuities with Cigna Insurance Co. and Provident Mutual Life           
          Insurance Co.  Decedent had other assets, including shares in a             
          mutual fund, funds in a checking account, and loans receivable owed         
          to him by family members.  Decedent’s lifestyle was simple, and his         
          expenses were fairly consistent from 1993 to his death in 1995.             
               Decedent often made substantial gifts of cash, bonds, or               
          insurance policies to his children and grandchildren.  From time to         
          time he made loans to his grandchildren, in exchange for promissory         






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