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Hershoy , Deceased DEClmE OF pnOBA TE AND GRANT OF LETTERS AND NOW API" ll-151. 19l1_1 In consideration of the petition on tho rovmo lido herr-uf, latilfnctory proof having been presented before me, IT IS DP.CRDIlI> that tho Instrument(s) daled Ma v 6. 1 992 delorlbed Ihor,oln ho admitted to probate and nted of record as the last will of 1.11(1111 p I~ lInt"Qhpy and Lotten 'l'lllll'JIIuPI1I'III'\' ard heroby granted to, John 0, Hershey ..---- I ,I I I I I I , I I I I I I 1 i FEDS Probalo, Lottors, Etc. .....,... S 'If;. Shan Conlncatel( '1 ......,... S ~~~f~b~lan..."." ,. ..",., S JCP S TOTAL __ S 340. DO 45.00 lA.-cm UQ 40B,00 Richard R. Lefever, Esq #7208 ATTORNEY (Sup. Cl.t.a, No,) 100 Pine st. Harrisburq, PA 17101 .~DDRESS . Plied '1111' ,~r~,I,L, .?91t ,11~~~" II t. II' I. t (717) 237-5222 PHONE I'" \,:'-( :'1 . '1 In. ' '. (,_J I U, \... :i\ , , , , '-It' c3~ '1'.11 fh C): . I, Mailed lattera and order to attorney o~ 4-20-94. ' PETITION FOR PROBATE and GRANT OF LETTERS Estate of [.11(' ill" lL IIproh"y No, ,,;;;.. 'I It ,,- ",31r ,/ also known as To: '-E-- f I Register of Wills for the ~ Deceased. County of C'lImh"r 1" nr'l in the Soc;al Security No. 20 q - 3 6 - 1 4 SO Commonwealth of Pennsylvania The petition of the undersigned respectfully rcpresents that: Your petitloner(s), who is/are 18 years of age or older an the execut..QJ; in the last will of the above uecedent, daled Ma y 6 and codicil(s) dated n / a named ,19-2L (state relevanl circumSlances, e.g, renunchulon. death of executor, CIC.) Deeendent was domiciled at death in ClImherland County, Pennsylvania. with h p.r last family or principal residence at Mes7 U~ v: 11 aJ~_:.. M;Chiln i ClRhllq" I-- rllmhArl;:!nn r'f'll1n"~'. PnnnC::i'l"rlni.a-.~f.~ nil ~ lV-J ) (11'1 .lfecl, number and muncip.IIIY) Decendent. then 77 years of age, died Apr 11 2 . 19 q 4 at_MpC::Cl.irlh \lil1rlf)A, Mnroh.::1nirc:::.hllrg. Pnnn~~11"rln;rl 17()i:)l:'1 . Except as follows, decedent did not marry, was not divorced and did not have a child born or adopted after execution of lhe will offered for probate; was nmthe victim of a killing and was never adjudicated In~ompetent: n / a _ Decendent at death owned property with estimated values as foilows: (If domiciled In Pa,) Ail personal property (If not domiciled in Pa.) Personal property in Pennsylvania (If not domiciled in Pa.) Personal plOperty in County Value of real estate in Pennsylvania situated as follows: nOlle $...1l.5.O onn 00 $ , $ $, WHEREFORE, petitioner(s) respectfully request(s) the probate of the last will and codlcll(s) presented herewith and the grant of letters testamentary (lcstamcntarYi IldmlnlslrUllon c.l.a,; administration d.b,n.c,l,a,) theron. - 1 '0_ '6. 0:8 l~ ';1", 11.... ~o ! iil ,lnhn ~ ~pr~~p~ Alleq en B '1 inq Messiah Villaqe Mechanicshurg, PA 17055____ ,Q.":6'4:;,, "r OATH OF PERSONAL REPRESENTATIVE COMMONWEALTH OF PENNSYLVANIA } 88 COUNTY OF CUMBERLAND The pelltloner(s) above-named swear(s) or afflrm(s) that lhe slatements In the foregoing petition are lrue and correct to the best of the knowledge and belief of petltloner(s) and lhat as personal represen. latlve(s) of the above decedent pelilioner(s) will well and trUI\,' mln, ister lhe estate according to law. - . ;, I) " 7__________ Sworn to, or ,affirmed and S.Ub. scribed { " r- Le-i. ' ~ before me this 19TH day of '_ ~ t;Jt~tt{1 ,{iLL"" ,.'.' c,t9)Jltml j'tiJ ~ MAR C. LEWIS ' R('~isfer I // B: I I ( ") ( " 4 - ~)l\ "' - ,) 3-25-92 t' I I " ~ .' " " .' " ~ ~ I ' LUCILLE E. HERSHEY I, LUCILLE E. HERSHEY, presently of Dauphin county, Pennsylvania, declare this to be my will and hereby revoke all prior wills and codicils made by me. 1. Tanqible Personal Propertv" I bequeath suoh items of my tangible personal property as are speoifioally itemized on a list, if any, in my handwriting, signed and dated by me at the end thereof, and attached to this, my Will, to the person(s) named thereupon to reoeive such items, and all of my remaining tangible personal property not used in business or for the production of inoome, inClUding, without limitation, furniture, turnishings, olothing, jewelry, objects of art and decoration, and the like, together with the insurance thereon, I bequeath to my husband, John o. Hershey, if he survives me, and if my husband does not survive me, I bequeath such property equally between my ohildren. If either one of my children does not survive me, her share shall be distributed per stirpes among those of her issue who survive me. If there are no such issue, said property shall go to my other child, or if my other child is not then living, shall be distributed per stirpes among those of her issue who survive me.. With regard to the property passing hereunder, distribution shall be made between my children on the basis of choices made in order determined by lot and by rotation, and the values as finally determined for federal estate tax purposes shall be determinative with regard to the values of the property chosen, and any ultimata disparity between my children shall be equalled by such payments between them as may be neoessary. If either one of my children is not then living, the choioes to which she would have been entitled shall be made by her issue in order determined by lot and by rotation. 2. Residue. I bequeath, devise, and appoint all the rest of my property, of whatever nature and wherever situated, including property over which I hold a power of appointment (exoept that I do not exercise any power of appointment given to me by my hUSband), to the then Trustee(s) under an Estate Plan Agreement of Trust executed by m~ on May 6, 1992, to be held by said Trustee(s) and added to and administered as part of the trust established by said Agreement. Said trust is in existenoe as of the date of execution of this will, and it is my intention, if necessary to validate the foregoing gift to the Trustee(s), to incorporate herein by reference its terms and any amendments thereto. " ' ~ 3. Survival. If any benefioiary herelmder should die within sixty (60) days after me, he or she shall be deemed to have predeoeased me for all purposes of this will. 4. ~endthrift Clause. No interest (whether in inoome or prinoipal, whether or not a remainder interest, and whether vested or contingent) of any beneficiary hereunder shall be sUbjeot to anticipation, pledge, assignment, sale or transfer in any manner, nor shall any beneficiary have power in any manner to charge or encumber his or her said interest, nor shall the said interest of any beneficiary be liable or sUbject in any manner while in the possession of my fiduciaries for any liability of such beneficiary, whether such liability arises from his or her debts, contracts, torts, or other engagements of any type. 5. Facilitv of pavment for Minors or Incompetents. Any amounts or assets which are payable or distributable to a minor or incompetent hereunder may, at the discretion of my fiduciaries, be paid or distributed to the parent or guardian of such minor or incompetent, to the person with whom such minor or incompetent resides, or directly to such minor or incompetent, or may be applied for the use or benefit of such minor or incompetent. 6. Powers. In addition to such other powers and duties as may be granted elsewhere herein or which may be granted by law, my fiduciaries hereunder shall have the following powers and duties, without the necessity of notice to or consent of any court: (a) To retain all or any part of my property, real or personal, in the form in which it may be held at the time of its receipt, including any closely held business in which I have an interest and the stock of any corporate fiduciary hereunder, as long as in the exercise of their discretion it may be advisable so to do, notwithstanding that said property may not be of a character authorized by law. (b) To invest and reinvest any funds held hereunder in any property, real or personal, including, but not by way of limitation, bonds, preferred stockB, common stocks and other securities of domestic or foreign corporations or investment trusts, mortgages or mortgage participations, mutual funds with or without sales or redemption charges, and common trust funds, even though such property would not be considered appropriate or legal for a fiduciary apart from this provision. - 2 - . , , . ~ (0) To sell, oonvey, exchange, partition, give options to buy or lease upon, or otherwise dispose of any property, real or personal, at the time held by tham, at publio or private sale or otherwise, for oash or other consideration or on oredit, and upon suoh terms and for suoh prioe as they may determine, and to oonvey such property free of all trusts. (d) To borrow money from any person, including any fiduciary hereunder, for any purpose in oonnection with the administration hereof, to execute promissory notes or other obligations for. amounts so borrowed, to secure the payments of suoh amounts by mortgages or pledges of any property, real or personal, which may be held hereunder. (e) To make loans, secured or unsecured, in suoh amounts, upon such terms, at such rates of interest, and to such persons, firms, or corporations as they may deem advisable. (f) To renew or extend the time for payment of any obligation, secured or unsecured, payable to or by them as fiduciaries, for as long a period or periods of time and on such terms, as they may determine, and to adjust, settle, and arbitrate claims or demands in favor of or against them. (g) In dividing or distributing any property, real or personal, included herein, to divide or distribute in cash, in kind, or partly in cash and partly in kind. (h) Without limitation of powers elsewhere granted therein, to hold, manage and develop any real estate which may be held by them at any time, to mortgage any such property in such amounts and on such terms as they m~y deem advisable, to lease any such property for such term or terms and upon such conditions and rentals as they may deem advisable, whether or not the term of any such lease shall exceed the period permitted by law or the prObable period of retention under this instrument; to make repairs, replacements and improvements, structural or otherwise, in connection with any such property, to abandon any such property which they may deem to be worthless or not of sufficient value to warrant keeping or protecting, and to permit any such property to be lost by tax sale or any other proceedings. (i) To employ such brokers, banks, custodians, investment oounsel, attorneys, and other agents, and to delegate to them such duties, rights and powers as they may determine, and for such periods as they think fit. - 3 - " . , , " (j) To register any securities at any time in their own names, in their names as fiduciary, or in the names of nominees, with or without indicating the trust character of the securities so registered. (k) With respect to any securities forming a part of the trust, to vote upon any proposition or election at any meeting of the corporation issuing such securities, and to grant proxies, discretionary or otherwise, to vote at any such meeting; to join or become a party to any reorganization, readjustment, merger, voting trust, consolidation or exchange, and to deposit any such securities with any committee, depository, trustee or otherwise, and to payout of the assets held hereunder, any fees, expenses and assessments incurred in connection therewith, to exercise conversion, subscription or other rights, and to receive or hold any new securities issued as a result of any such reorganization, readjustment, merger, voting trust, consolidation, exchange or exercise of conversion, subscription or other rights and generally to take all action with respect to any such seourities as could be taken by the absolute owner thereof. (1) To engage in sales, leases, loans, and other transactions with the estate of my husband or any trust established by either of us, even if they are fiduciaries or beneficiaries thereof. (m) To exercise all elections which they may have with respect to income, gift, estate, inheritance and other taxes, including without limitation execution of joint income tax returns, election to deduct expenses in computing one tax or another, election to split gifts, and election to payor to defer payment of any tax, in all events without their being bound to require contribution from any other person. I I , (n) To operate, own, or develop any business or property held hereunder in any form, including without limitation sole proprietorship, limited or general partnership, corporation, association, tenancy in common, condominium, or any other, whether or not they have restricted or no management rights, as they in their discretion think best. 7. ~~. I direct that all estate, inheritance, and succession taxes that may be assessed in consequence of my death, of whatever nature and by whatever jurisdiotion imposed, shall be paid out of the principal of my probate estate to the same effect as if said taxes were expanses of administration, exoept that any such taxes (and interest and penalties thereon) imposed on - 4 - ',' ..' 0, account of my interest in or power over any trust established by my husband, shall be paid out of the property held in such trust, and all other property includible in my taxable estate for federal or state tax purposes, whether or not passing under this will, shall be free and clear thereof; provided, however, that my executor(s) may in the discretion of my executor(s) request that any portion or all of said taxes (to be paid out of the principal of my general estate) shall instead be paid out of the principal of any trust established by me, to the extent expressly authorized under the terms of said trust. 8. ~ender. Unless the context indicates otherwise, any use of either gender herein shall also include the other gender. 9. Fiduciaries. I appoint my husband as Executor hereunder. If ever my husband is unable or unwilling so to serve or to continue so serving, my daughters shall serve in his place, and if ever either of my daughters is unable or unwilling so to serve, or to continue so serving, no successor ohall be appointed to serve in her place. If ever neither of my daughters is able or willing so to serve, or to continue so serving, Richard R. Lefever shall so serve, and if ever he is unable or unwilling so to serve, or to continue so serving, Hershey Trust Company shall serve as Executor hereunder. My fiduciary(s) hereunder shall sel've as guardian(s) of the property of any minor beneficiaries hereunder, under any instrument of trust executed by me, under any policies of insurance on my life, and in any other situation in which the power to make such appointment exists under the laws of Pennsylvania. No individual fiduciary shall be liable for the acts, omissions or defaults of any agent appointed and retained with due care or of any co-fiduciary. No fiduciary named herein shall be required to furnish bond or other security for the proper performance of his or her duties hereunder. IN WITNESS WHEREOF, I, LUCILLE E. HERSHEY, herewith set my hand to this, my last Will, typewritten on seven (7) sheets of - 5 - I," ..' .' ." WITNESS I WITNESSI _t~QO \10 ";1 Subscribed, sworn to and aoknowledged before me by LUCILLE E. H RSHEY, the testatrix, and subsor~bed ~nd sworn petore me by 1 '. /. .' 1(..'('1' " /..1.$(1 /l ;J/dorr-( , and , ,'( I rt! . ,. . pr- , the witnllsses, this 1;'.11) day of _, 1992. i' (SEAL) NOT finiAl. SEAL Judilh A, t!0r<i'lrom, I Inl1fY Public Harrlsbur~, PA {)J'1i,:~:ll Ll'~lIlly My Commission Expires Sap!. 21, 1993 'j I '.,( " " , r,i " Ii ,I , " , , ' . ,\ '" , I d, , , I I. '" i, .'1, I, \ ' ,'01 " " " ' "I' I' '" I, .' " " ,'I< ' , " "" ,'Ii' I' "', If j,' " ",' '" - 7 - i 1 I.. I i ' , " ',. t , 'QlRTIFICATION OF NOTICE UNDER RULE 5;6(a) Name of Deaedent: Luoille E.' Heiahey Date of Deathl April 2, 1994 Will No.: 36.4 of .1994 To the Register: I certify that notioe of beneficial interest required by Rule 5.6(a) of the Orphans' Court Rules was served on or mailed to the following beneficiaries of the above-captioned estate on May 5, 1994 ~ Address Joan H. Pr,uett 32940 Wakefield Road, Harrisburg, PA 17109 Kathleen Carol 42 South Ash Street, 'Denver, CO 80222 Buchenauer ziegler Notice' has now been given to all persons entitled thereto under' Rule 5.6(a). Date: June 8, 1994 . Ro ert D. Stets, Esq. Ri hard R. Lefever, Esq.. McNees, Wallace & Nurick 100 pine Street Harrisburg, PA 17101 Telephone: (717) 232-8000 Counsel for Estate(') ('; c: (.: , , \.d , :0 :'1"10 " , L:, ' ..,\ ' , " , lJI, " , \/, I' , :tl i. ! , , , J",I, ~," " I' " Inventory of the real and personal estate of J/-9tf~J(/-1 Lucille E. Hershey See attached sheet " I, _I,' " '" '" " ;, " " " I, I' , " I' " " ' , I " i" 'ot. " " ", ,j deoeaeed v 466,886.48 .. '. " <0, " 1,'1 'I' " " , g0. \(.) :n n;;, ::i ~!, C. , , I .- t. '. ~-- -. ," \11 \ , , I i., ~ ,I ,I' :~':I, f l,~ ", , " " '" COMMONWEALTH Qf PENN$YLVANIA COUNTY Of CUMBERLAND Ul John O. Hershey sworn is the Executor b.lng duly _ . .ccordlng 10 I.w, depOle1 'ud UYI that he 01 the Eltate 01 Luci 11e E. lIerchey Mechanicsburg C bid C I P d d d h h 1.1. 01 _____.-' .___....-" .__. , um er.n oun y, I" .CUII In t.t t . within II .n Inv.ntory m.d. by ..iTohn O. Hershey ,_ _ " the uid Executor 01 the entire lltate 01 uld deced.nt, conll.tlng of all the perlonal prop.rty and rul III.te, ncept rullltet. ouhld. th. Commonwe.lth 01 Pennlylvania, and that the li9urll oppollt. OIch It.m 01 the Inventory r.pr...n! It'l fair v.lu. 1\ 01 the date 01 d.cedent'l death, Sworn and lublCrlbed belore m., ) 19-Y~ , ' ~I.,,-j ,(l/ oh'n O. HershJ,,"tor. Adml 75 Messiah Vi!lage . O. Bo)( 2015 echanicsburg, PA 17055 Add.." D.t. 01 Duth 1994 D.y Monlh v.., INSTRUCTIONS i. An Inv.nlory mUlt b. Wed within three monthl aller appointment of perlon.1 npr...n"tlv., 2. A luppl.menl Inventory mUll be Iiled within thirty d.ys of discovery of addltion.1 111111, 3. Addltlonallheeh may be attached II to perlonalty or re.lty 4, See Artlcla IV, Flduclarlll Act of 1949. ;., "ll ~ (\) "" ~ ~ C'I 0 ~ \D ~ '" VI ~ . I"l UJ ~ ~ 0 A. Iii (\) .0 u . 0 ~ 0 0 UJ UJ :xl VI Q 1II ... I :t '" u : II .... A. E "" Z ... -' <" . ,,' " Cl'\ -' <( 0 ~ >:: 0.. 0 U. ~ Cl'\ W 0 <( Ul (\)' III >. ... > Z a: ~ ~ Z 0 c ~ u c ~ OJ " - VI Z 0 . 0 '" 'M :ll: U Z Ul <( U .... 0.. ;:l "0 c H - ~ 0 . ~ .ll "0 ... ~ E 0 ~ n . " it 0 -' U lQ " INVENTORY Estate of: Date of Death: County: Lucille E. Hershey April 2, 1994 Cwnberland .................... .. .............. .. .............. ................... .......... ........ ............ .............. ...... .. ":.............. .. .. Cash: 1 Kahn Brothers Investment Management Corporation, cash held in brokerage account 2 Kahn Brothers Investment Management Corporation I IRD interest earned on cash held in brokerage account Subtotal Stocks/Listed: 3 600 shares, Alexander & Baldwin common. stock 4 918 shares, Baker Fentress &'Co. common stock 5 819 shares, Conagra Inc. common stock 6 150 shares, Esquire Radio & Electronics common stock 7 500 snares, FFY Financial Corp, common stock 200 shares, GATX Corp. $3.875 eM CV preferred stock 333 shares, Hanson PLC ADR stock '50 shares, Hi11haven Corp. New common s tocl< 300 shares Hershey Foods Corporation I common stock 400 shares, JSB Financial Inc, common stock 8 9 10 11 12 13 1000 shares, MSA Realty Corp, common stock 14 100 shares, Mine Safety Appliances Co. common stock 15 300 shares, Morgan Stanley Group $2.22 preferred stock 16 692 shares, Old Republic International Corp. common stock 17 500 shares Penn Power & Light, common stock -1- 17,294.17 25.25 17,319.42 14,962.80 15,204.83 21,755.10 7,312.50 7,250,00 10,700.00 6,514.48 965,65 13,856.40 8,900,00 .6,375.00 4,100,00 7,556.40 15,613.60 11,531. 50 . COM~F~~YMjJ ~01~:~~'Wb ~^NIA HARRI9H~~t,~A 11121-01101 /tj- ;;0' - 3 INHERITANCE TAX RETURN RESIDENT DECEDENT (TO HE FILf:D IN DUPLICATE WITH REGISTER OF WILLS COUNTY COOE I FOR OATES OF lIEATtl ,torTEn 12I)llal C~1ECK HERE (!,; IF A SPOUSAL 0 POVERTY CREDIT I!l CLAIMr 'I FILE NUMBER . ... REV-. ',,00 EX .(I\~all I lh ~ t ~ ( DECEDENT'S NAME (LAST. Flf\flT, AND MIDDLE INITIAL) Hershey Lucille OECEDENT'S COMPt.ETE ADDRESS f:, '175 MCHsinh Vllln!,," Mochnnicobllrg, 1'/\ 17055 SOCIAL SECURITY NUMBER 209.36 -1450 X I. Original ROlurn County Cumber1nnd --03. ['] 6, Aomlllnder Aolutl1 (lor dalos 01 do.llt prlol 1012-13-02) Forlorol cslnlo To, R,'urn Roqulrod B, Tol.1 Numbor 01 S.lo Doposll Bo,os o 4. Umlod Eslnlo [!] I, Dooodent Olod Toslale (AU.ch ccpy 01 Will) 04a, [R] 7. Fululo Inlor.sl Comploml'o (lor dalos 01 do.llt .lIo,,2-12-a2) Dooodenl M.lnl.lnod . Living Trusl (Attoch a copy 01 Trusl) C P AU CORRESPONDENCE AND CONFIDENTIAL TAX ItlFORMATION SHOULD BE DIRECTED T o 0 NAME R N ~ 0 Richard R. Lafever Es, S ~ TEL\;PHONE NUMBER T 717-232-8000 I. Roal Estato (Schodulo A) 2. Slocks and Bonds (Schodulo B) 3. Clo..'y Held Slack/Partnership 1I11010.t (Schodulo C) 4, Mo~g.ges and Nolss Rocolvablo (Schodulo D) 6. Cssh, B.nk Dopo.llo & MI.coll.noou. Porsonal Proporty (Schodulo E) I, JolnUy Ownod Proporty (Schodulo FI 7. Tran.lors (Schodulo G) (Schodulo L) I, Tot.' Gross Aasol' (Iotalllno' 1- 7) 8. Funorol Expo",o" Admlnl'lloUvo Co,ls, Mlscollanoous E'pon,os (Schodulo H) 10. Dobis, Mortgag. Llablllllo" Lion, (Schodulo I) 11. Tnl., Ooducllon, (Iot.lllnus 9 & 10) 12. Nol Value 01 E9I.lo (II no a mlnu, Ilno 11) 13. Chorlloblo and Govornmontnl Boquosls (Sohodulo J) 14. Nol Valuo Sub acllo Tox Iino 12 minus Uno 13 16, Aroounl olllno 14 lux able 016% rolo (Includo voluoslrol11 Schodul. K or Schodulo M,) 16, Aroount olllno 1410xablo al15% 1010 (Includo v.luu.I,ol11 Schodulo K or Schadulo M,) 17. Prlnclpoll.. duo (Add lox Irorn II no 15 and lrorn IIno 16,) 11. Clod,I,/Sp Povorly Prior Payments Ol,counl 0,00+ 0,00 + 1,359,12 18. If Uno 10 " gro.lor Ihan Uno 17, onlol Iho diNoronco on IIno 19, Thl,lslho OVERPAYMENT, [I] 0 LCheck heral1 you .r. requeatlng a refund 01 your overpayment, I 20. If Uno 17 I, gr08l01 lhon line 16, onlo,lho dllforunco on Ii no 20, Thl'" Iho TAX DUE, A, Enlor Iho Inloro'l on Iho b.lonco duo on lino 20A, B. Enlor Iho 101.1 01 Uno 20 and 20A on IIno 20B, Thi' Islho BAlANCE DUE, Maka Check Pa abla 10: R. I.t.r of Willa, Ag.nt .. .. BE SURE TO ANSWER ALL QUESTIONS ON PAGE 2 AND TO RECHECK MATH · · Under pln.lhulll perJury, I dlelu, lhlt I hl'l' ,.,mllled Ihl' relu,n, tnclul!lngltCOmpMytng leh,dulU IInd .,,,t.menll, tnd 10 thll bll!lnl my kMllwllttg. And bellll. II II Vue, COfltct Ind campl.lI, I dlcllollltllllll'ullllllh hu bun ulpnrl,d .II IWI mlrkel value, {hclaullo'l olllf'lll\/I' nltlet than \1111 rllHlllnalrepn'~lInll\tlV~ IS hued un AlllnlrHOlllllllo 01 whlctlprlPlluhulllyknowl,dllt, COMPLETE: MAILlNa AOORES . McNees Wn11ncri & NlIrl~k \,,0. Box 1166 HarrisbllrR. I'A 17108.1166 Naill' 1,49 , 569,06 None NOiW 17,319,.1.2 R E C A P I T U L A T I o N (I) (2) (3) (4) (6) (6) (7) Nom, None (9)_ 8,969,17 (10) 1.,879,80 (15) 1,53,039,51 (B) (II) (12) (13) (14) )( ,06 l 0.00 X ,15' T ~ (IB) C o M ~ 1 T o N Inlorosl 0,00 SIGNATURE OF PEAM1N R(SPONSIBLE FOR FtL1~jQ flETUfHl AonnE!i5 (17) (lB) (19) N~'~ 466,888.48 13,81,8,97 1.53.039,51 NOlle 1,53,039,51_ 27,182,37 0,00 27,182,37 ],359,12 0,00 (20) 25 , 823.25 120~ 0,00 (20B)__25 , 823,25 m :~;!:~~~~)i :Y:(1:1~ip:; :(0;: :~~~: :~~jL:::::::: Moehnnicflbt~'A 17055 A(I[HI(9S McNcos Wnllnce & NlIrick V:6:" ii~x "ii (,(1""." """ " '..".","," "" . . - ...", . . . . .... i';;t:rii,"\;t;i:;- "iIA"'" i'l"ios":fi(,i;".. -"."...,."",...,". ..-' OATE ~;?f DAlE ~ Fnrm1S00~Rh" Il'!lll '. , , ' ~ 'I:' ,". , , , , PLEASE ANSWER THE FOLl.OWING QUESTIONS BV PLACING A MARK (X) IN THE APPROPRIATE BLOCKS. . ,YES NO '1, Old decedenl make a Van.for and: a. relaln Ihe use or Income of Ihe property !ran.forrad . '" , x b. rataln tho rlghllo daslgnale who ahallusa tha proparty Iranslarred or Ita Income, "",. ,', x o. ralaln a ravoralonary Inlarasl or, , , , , , , , , , , , . , , . , , " . . , , , , x d. recalve the promise for IIle of allhar paymenla, bonallla or oara? , , . , , , , """ I" x 2. II death occurred on or befora Decembar 12, 1982, did decedent wllhln tNo yea" precodlng dealh . Iranafar property wllhout receiving adequale oon,ldaraUon? II doalh occurred aflar Docamber 12, 1982, did decedent Iran.lar property within one yoar 01 doath without racolvlng adoqualo conslderaUon? . . , , , , , , , , . , , , , , , , , , , , , , , , . , , , , , , , " , . , , , , x 3. Old dacedenl own an 'In trust for' bank accounl 01 hi. or hor death? x IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE' RETURN. ", ,,1 " \' \, " I '." ',I, , " , ';I " ,>/ ',I , " II' .. , , , ,/; ." " , " '-II " Copyright l~) 1811 'a,m IOUW", anly e,nl., PIlei SOI1W.rtj Inc. Folm 1500 IROY, II-OIl , REV-,'\OIIK+ (4~") SCHEDULI! B STOCKS AND BONDS cOMr~lrrfE~~'\?&W~~~AN'A ESTATE Of PILE NUMBER Lucille E, Hershey SS# 209.36-1450 04/02/1994 (All prop.rty olnll -own.d wllh Right 01 Survlvorlhlp mUll b. ,"ololld on Soh.dul. P. ITEM NUMBER 1 DESCRIPTION VALUE AT DATE OF DEATH 14,962,80 600 shares, Alexander & Baldwin common stock 24,938 2 918 shares, Baker Pentress & Co. common stock 16,563 15,2011.83 3 819 ehares, Conagra Inc. common stock 21,755.10 26.563 4 $60000, Dauphin County Hospital Authority Bond, 5,1%, due 8/15/2005 55,153,80 91.923 5 150 shares, Esquire Radio & Electronics common stock , 48.75 7,312.50 14,5 7,250.00 53.5 '10,700,00 19.563 6,511,,48 19,313 965.65 46,188 1.3,856,L,0 92 .131 46,065,50 6 500 shares, FFY Financial Corp, common stock 7 200 shares, GATK Corp. $3.875 CM CV preferred stock 8 ~33 shares, Hanson PLC ADR stock 9 50 shares, Hi llhaven Corp. New common stock 10 300 shares Hershey Foods Corporation, common stock 11 $50000, In-Upland EDR-Tay10r University Bond, 5.3%, due 9/1/2009 12 400 shares, JSB Financial Inc. common stock 22.25 8 , 900 , 00 13 $50000, Lancaster County School District Bond, 5,05%, due 5/1/2006 92.366 46,183.00 14 $25000, Middletown Borough 100.477 25,119.25 (see continuation schedule attached) Total of Continuation Schedu1e(s) 169625.75 $ 1149,569,06 .IOTAL (Also onlor on IIno 2, Roca 1I11lallon) (II mora spnco Is noodod, Inso~ oddlllonal ahaols 01 sama slzo,) Copytlgh1(cl1Ul form lollwar. only Clnl., PIIUt Snllwtr',lnc, FtHIlI1600 Sr,hlltlulll B IA.". .-&6) COM~JU\1~~4\%~~AN'A ESTATE Of' SCHEDULE H FUNERAL EXPENSES, ADMINISTRATIVE COSTS AND MISCELLANEOUS EXPEMSES I REV. ,UI,"IK + 1'.,111 52.08 79.75 " 40.00 " 100.00 150,00 _Lucille E. ITEM NUMBER Herrney---sS" 209-36-1450 04/02/1994 DESCRIPTION A. Funeral ElCpln,.I: Hoover Funeral Home, funeral aervicea 1 2 ,Honorar1UJ11Q to minister . $150, miniater'a aasistant $50, organiat . $100 and (see continuation schedule attached) Total of Continuation Schedule(s) B. Aclmlnl.IIIIIVI COI\l: Peraonal Repreaenlallve commlaslons Socia' Secullty Numbor 01 Pereonal Ropreeonlatlvo: Year COlT'lT1sslons paid _ 1. 2. Attorney Fees 3. Family EKemptlon Clalmanl John a. Herahey Addless 01 Clelmanl al decodenl's dealh StreelAddress 775 Messiah Vlllal\e City Mechanicsburl\ Slelo PA Zip Code 17055 - Relationship Spouse 4. Probale Feos c. MlacllllnloUs EKponaes: Mileage expenses 1 2 postage expense 3 Cumberland Law Journal I legal advertising 4, Reserve for miscellaneous administration expenses 5 Reserve for additional administration expenses, i.e. photocopies I telephone and additional legal advertising expense TOTAL Also onl,r on IIno s, R,oe Ilulallon (II moro spaco Is neoded, Inson addlllonsl aheel' 01 esmo ,Ize,) Copyrlghl(clllill' form loftwar. onlV C.nl" P\ICI Sollwan, Inc, '. Plosoe Print or T 0 PILE NUMBER AMOUNT 619.00 330 , 00 190. 34 0.00 . 5,000.00 2,000,00 .-::: 408.00 $ 8 , 969 , 17 FIlII" 1600 Sohldllln H lAlli, 1-681 " 3-25-92 , ' ......" ) ,..,. 'I H.W'.l .Ql I,UCILLE E. HERSHE'l I, LUCILLE E. HERSHEY, presently of Dauphin County, Pennsylvania, deolare this to be my will and hereby revoke all prior wills and oodioils made by me. 1. Tanaible PersonalProoertv. I bequeath suoh items of my tangible personal property as are speoifIoally itemized on a list, if any, in my handwriting, signed and dated by me at the end thereof, and attaohed to this, my Will, to the person(s) named thereupon to reoeive suoh items, and all of my remaining tangible personal property not used in business or for the produotion of income, including, without limitation, furniture, furniShings, olothing, jewelry, objects of art and deooration, and the like, together with the insurance thereon, I bequeath to my husband, John o. Hershey, if he survives me, and if my husband does not survive me, I bequeath such property equally between my children. If either one of my ohildren does not survive me, her share shall be distributed per stirpes among those of her issue who survive me. If there are no suoh issue, said property shall go to my other Child, or if my other child is not then living, shall be distributed per stirpes alRong those of her iss\\e who survive me. with regar.d to the property passing hereunder, distribution shall be made between my children on the basis of . choices made in order determined by lot and by rotation, and the values as finally determined for federal estate tax purposes shall be determinative with regard to the values of the property ohosen, and any ultimate disparity between my children shall be equalled by such payments between them as may be necessary. If either one of my ohildren is not then living, the choices to which she would have been entitled shall be made by her issue in order determined by lot and by rotation. 2. Residue. I bequeath, devise, and appoint all the rest of my property, of whatever nature and wherever situated, inoluding property over which I hold a power of appointment (exoept that I do not exercise any power of appointment given to me by my husband), to the then Trustee(s) under an Estate Plan Agreement of Trust executed by me on May 6, 1992, to be held by said Trustee(s) and added to and administered as part of the trust established by said Agreement. Said trust is in existenoe as of the date of exeoution of this will, and it is my intention, if neoessary to validate the foregoing gift to the Trustee(s), to incorporate herein by reference its terms and any amendments thereto. /"-" ) '~) 3. $urvival. If any benefioiary hereunder should die within sixty (60) days after me, he or she shall be deemed to have predeceased me for all purposes of this will. 4. ~oendthrift Cl~. No interest (whether in inoome or principal, whether or not a remainder interest, and whether vested or contingent) of any beneficiary hereunder shall be subjeot to anticipation, pledge, assignment, sale or transfer in any manner, nor shall any benefioiary have power in any manner to oharge or enoumber his or her said interest, nor shall the said interest of any benefioiary be liable or subjeot in any manner while in the possession of my fiduoiaries for any liability of such benefioiary, whether suoh liability arises from his or her debts, oontraots, torts, or other engagements of any type. 5. Facility of P~vrnent for Minors or Incompetent~. Any amounts or assets which are payable or distributable to a minor or inoompetent hereunder may/ at the discretion of my fiduoiaries, be paid or distributed to the parent or guardian of such minor or incompetent, to the person with whom such minor or incompetent resides, or directly to such minor or incompetent, or may be applied for the use or benefit of such minor or inoompetent. 6. Powers. In addition to such other powers and duties as may be granted elsewhere herein or which may be granted by law, my fiduciaries hereunder shall have the following powers and duties, without the necessity of notice to or consent of any oourt: (a) To retain all or any part of my property, real or personal, in the form in which it may be held at the time of its receipt, including any closely held business in which I have an interest and the stock of any oorporate fiduciary hereunder, as long as in the exeroise of their disoretion it may be advisable so to do, notwithstanding that said property may not be of a oharaoter authorized by law. (b) To invest and reinvest any funds held hereunder in any property, real or personal, inClUding, but not by way of limitation, bonds, preferred stocks, common stooks and other securities of domestic or foreign oorporations or investment trusts, mortgages or mortgage partioipations, mutual funds with or without sales or redemption charges, and common trust funds, even though such property would not be oonsidered appropriate or legal for a fiduoiary apart from this provision. - 2 - 1-- '"\ I (0) To sell, oonvey, exchange, partition, give options to buy or lease upon, or otherwise dispose of any property, real or personal, at the time held by them, at public or private sale or otherwise, for cash or other consideration or on credit, and upon suoh terma and for such price as they may determine, and to oonvey such property free of all trusts. (d) To borrow money from any person, inoluding any fiduciary hereunder, for any purpose in connection with the administration hereof, to exeoute promissory notes or. other obligations for amounts so borrowed, to secure the payments of such amounts by mortgages or pledges of any property, real or personal, which may be held hereunder. (e) To make loans, secured or unsecured, in such amounts, upon such terms, at Buch rates of interest, and to such persons, firms, or corporations as they may deem advisable. (f) To renew or extenll I:.h", time for p1\yment of any obligation, secured or unsecured, payable to or by them as fiduciaries, for as long a period or periods of time and on such terms, as they may determine, and to adjust, settle, and arbitrate claims or demands in favor of or against them. (g) In dividing or distributing any property, real or personal, included herein, to divide or distribute in cash, in kin~, or partly in cash and partly in kind. (h) Without limitation of powers elsewhere granted therein, to hold, manage and develop any real estate which may be held by them at any time, to mortgage any such property in such amounts and on such terms as they may deem advisable, to lease any such property for such term or terms and upon such conditions and rentals as they may deem advisable, whether or not the term of any such lease shall exceed the period permitted by law or the probable period of retention under this instrument; to make repairs, replacements and improvements, str.uctural or otherwise, in connection with any such property, to abandon any such property which they may deem to be worthless or not of sufficient value to warrant keeping or protecting, and to permit any such property to be lost by tax sale or any other proceedings. (i) To employ such brokers, banks, custodians, investment oounsel, attorneys, and other agents, and to delegate to them such duties, rights and powers as they may determine, and for such periods as they think fit. - 3 - ...... ) 1 , (j) To register any seouritiea at any time in their own names, in their names as fiduoiary, or in the namas of nominees, with or without indioating the trust charaoter of the seourities so registered. (k) with respeot to any securities forming a part of the trust, to vote upon any proposition or eleotion at any meeting of the oorporation issuing such seourities, and to grant proxies, discretionary or otherwise, to vote at any such meeting; to join or beoome a party to any reorganization, readjustment, merger, voting trust, consolidation or exchange, and to deposit any such securities with any oommittee, depository, trustee or otherwise, and to payout of the assets held hereunder, any fees, expenses and assessments inourred in oonnection therewith, to exercise conversion, subscription or other rights, and to receive or hold any new securities issued as a result of any such reorganization, readjustment, merger, voting trust, consolidation, exchange or exercise of oonversion, subscription or other rights and generally to take all action with respect to any suoh seourities as could be taken by the absolute owner thereof. (1) To engage in sales, leases, loans, and other transactions with the estate of my husband or any trust established by either of us, even if they are Hduciaries or beneficiaries thereof. (m) To exercise all elections which they may have with respect to inoome, gift, estate, inheritance and other taxes, including without limitation execution of joint income tax returns, election to deduct expenses in oomputing one tax or another, election to split gifts, and election to payor to defer payment of any tax, in all events without their being bound to require contributJ.on from any other person. (n) To operate, own, or develop any business or property held hereunder in any form, including without limitation sole proprietorship, limited or general partnership, corporation, association, tenanoy in common, oondominium, or any other, whether or not they have restricted or no management rights, as they in their disoretion think best. 7. Taxes. I direct that all estate, inheritance, and sucoession taxes that may be assessed in consequenoe of my death, of whatever nature and by whatever jurisdiotion imposed, shall be paid out of the principal of my probate estate to the same effeot as if said taxes were expenses of administratio\1, except that any such taxes (and interest and p~nalties thereon) imposed on - 1 - " ..... ) t , , \ , aooount of my interest in or power over any trust established by my husband, shall be paid out of the property held in suoh trust, and all other property includible in my taxable estate for federal or state tax purposes, whether or not passing under this will, shall be free and clear thereof; provided, however, that my executor(s) may in the disoretion of my exeoutor(s) request that any portion or all of said taxes (to be paid out of the prinoipal of my general estate) shall instead be paid out of the prinoipal of any trust established by me, to the extent expressly authorized under the terms of said trust. B. ~nder. Unless the oontext indicates otherwise, any use of either gender herein shall also lnclude the other gender. 9. Fiduciaries. I appoint my husband as Executor hereunder. If ever my husband is unable or unwilling so to serve or to oontinue so serving, my daughters shall serve in his plaoe, and if ever either of my oaughters is unable or unwilling so to serve, or to continue so serving, no sucoessor shall be appointed to serve in her place. If ever neither of my daughters is able or willing so to serve, or to oontinue so serving, Riohard R. Lefever shall so serve, and if ever he is unable or unwilling so to serve, or to oontinue so serving, Hershey Trust company shall serve as Executor hereunder. My fiduoiary(s) hereunder shall serve as guardian(s) of the property of any minor beneficiaries hereunder, under any instrument of trust executed by me, under any policies of insurance on my life, and in any other situation in Which the power to make such appointment exists under the laws of pennsylvania. No individual fiduciary shall be liable for the acts, omissions or defaults of any agent appointed and retained with due oare or of any co-fiduciary. No fiduciary named herein shall be required to furnish bond or other security for the proper performance of his or her duties hereunder. IN WITNESS WHEREOF, I, LUCILLE E. HERSHEY, herewith set my hand to this, my last Will, typewritten on seven (7) sheets of .,5 - ...... '.~". " '4<"- ,-,,-;-......:--.-...-...-4. ,,~ _'Cf,~~... -r.' I, , ' \ " ,....., ,~,' ) WITNESS: WITNESS: .J~Q01l{~) 1.4....1 SUbsoribed, sworn to and aoknowledged before me by LUCILLE E. H SHEY, ,the testatrix, and subscribed and Sworn before me 'by , I (/ ., /.Js (( p, 1)1(' (CI,.'( , and pr - , the witnesses, thIs I~-IIJ day of 1992. ,,' i--. o 'I' " (SEAL) ," 'j, I, NOT,',r,I,I,I. m,L Judllh A, r~1'(':lr~m, "n!1~\' Publlo He r'sb"r' I) A U """, "/' 'y r I '" \I, .. ".'''''' ."I~ ,Ill My Commission Expires Sep!. 21, 1993 '; I " " , I:, .' , " .t" " I' ':'1, I" '. h " ,. " " "I) " " " l,;" " it(, " " " '-," , , 'iI " .. y " ii, ,," "i,' " , : " ,. !! 1'1. 'I" ,t, ", " 'i ,I' '" <1\ '" i" i" " " I, ,t-" , , .q " " I I' I . " r' , I ,,' i , 7 " ~ ~ , , " , " ,.,'" " I " I , " " , " " , " ,It ,.,,' ,/ ,I , , 4-3\1-92 ) ESTATE PLAN AGREEMENT OF TRUST BY THIS AGREEMENT, exeouted on lh.. (.. , 1992, LUCILLE E. HERSHEY, presently of DauPhin~county, pennsylvania, as Settlor, hereby establishes a trust of the assets itemized on Schedule A hereto, and the same LUCILLE E. HERSHEY, hereby agrees to perform as the Initial Trustee of said Trust, and of such additional property as may be placed in trust hereunder, by the Settlor, the Settlor's husband, or with the oonsent of the Trustee(s) any other person, all in trust subject to the terms and oonditions set forth herein. If Luoille E. Hershey, ever is unable or unwilling to serve, or to continue BO serving, as the Trustee hereunder, she shall be suooeeded as Trustee by her husband and daughters, and if ever anyone of such three persons is unable or unwilling so to serve, or to oontinue so serving, no suooessor shall be appointed to serve in his or her place, provided, however, that if ever the Settlor's husband would otherwise be serving alone as Trustee hereunder, or if ever no person of such three persons is able or willing so to serve, or to continue so serving, Riohard R. Lefever shall serve as a Trustee hereunder, and if ever he is unable or unwilling so to serve, or to oontinue eo serving, Hershey Trust Company shall serve as a Trustee hereunder. No fiduciary hereunder shall be required to furnish bond or other security for the proper performance of his or her duties hereunder. The Trustee(s) hereunder shall serve as guardian(s) of the property of any minor beneficiary hereunder. No individual fiduoiary shall be liable for the acts, omissions or defaults of any agent appointed and retained with due oare, or of any oo-fiduoiary. 1. Duri~ Settlor's Life~. During the lifetime of the Settlor-- (a) The Trust may be revoked by the Settlor by written notioe to thA Trustee(s), and in oase of such revocation, all property then held in the Trust shall be given over to her. The Trust may be altered or amended by agreement between the Settlor and the Trustee(s). (b) The net income of the Trust, if any shall be paid to or for the benefit of the Settlor no less often than quarter- annually, and the prinoipal of the Trust, or any portion thereof, shall be paid as the Settlor, or someone aoting legally on her behalf, may demand and without qualification. Even though the Settlor is not adjudioated incompetent, if she is under a legal disability, or because of mental or physical disability she is, in the opinion of the Trustee(s) unable to make reasonable demand for amounts from the prinoipal, the Trustee (s) shall pay for her benefit, or for the benefit of her husband, suoh amounts from the " ) principal of the Trust as may bEl nscessary to maintain for either of them a standard of livinq approximately equal to that maintained by either of them durinq the lifetime of the Settlor, and to meet their expenses arisinq from ill health or invalidism. 2. Allocation of Assets. The primary purpose for the establishment of this Trust is to provide for the Settlor's husband and family after her death. The Settlor anticipates that a major portion of her estate may be administered hereunder as a result of bequests to the Trustee(s) contained in her will. Upon the Settlor's death: (a) If the Settlor's husband survives her, then the Trustee(s) shall distribute outright and without limitation to the Settlor's husband a Marital Share hereunder by allocation thareto, from the property held hereunder, including property received from the Settlor's estate/ an amount/ if any, equal to (i) the minimum amount/ after takinq into account all deductions other than tho marital deduction and applying all credits available, which is necessary as the marital deduction to reduce to the lowest possible amount the federal estate tax payable by reason of the Settlor's death, less (ii) the value of all other assets in the Settlor's gross estate which qualify for the marital deduction and which pass or have passed to her said husband under other provisions of this instrument or otherwise. In determining such amount, all assets involved in the calculation shall be valued at final federal estate tax values, but in funding the Marital Share, date of distribution values shall be used and only assets that qualifY for the marital deduction shall be used. The interest of Settlor's husband in the Marital Share shall qualify for the marital deduction, and any provisions herein which may appear to conflict with or in any way defeat the Settlor's intention to obtain the marital deduction for the Marital Share shall be construed or applied to accomplish that intention. (b) The remainder of the property passing hereunder (or/ if the Settlor's husband does not survive her, all the property passing hereunder) shall be held as a Non-Marital Trust, governed by Section 3 below. 3. Non-Marital Trust. The income and principal of the Non-Marital Trust shall be distributed as follows: (a) Income. from the Trust at least Settlor's husband. The Trustee(s) shall pay the net income annually to or for the benefit of the - 2 - " ) (b) Pr~noiDal. The Trustee(s) shall from time to time pay suoh sums from the prinoipal of the Trust to or for the benefit of the Settlor/s husband in such amounts as in the discretion of the Trustee(s), seems proper to provide for his support, maintenanoe, and health oare, and for the maintenanoe by the Settlor's husband of the standard of living maintained by him during the Settlor/s lifetime. No benefioiary of the Trust who 1s a Co-Trustee shall partioipate as a Co-Trustee in a deoision under this section 3(b) for the direct or indiract benefit of himself or herself. (c) Husband's Riqhts of withdrawal. In addition to the foregoing, during any calendar year the Settlor's husband shall have the unqualified right in his sole discretion to demand in one or more writings delivered by him to the Trustee(s) that he be paid up to Five Thousand Dollars ($5,000.00) from the principal of the Trust, and in addition, on December 31 of any such calendar year he shall have the unqualified right in his sole discretion to demand in a writing delivered by him to the Trustee(s) that he be paid from the principal of the Trust, an amount equal to five percent (5%) of the aggregate market value of the assets held in the Trust as of such date, minus all amounts distributed to him under this Subsection 3(0) during such calendar year. The right permitted the Settlor's husband under this SUbsection 3(c) may be exercised by him only as herein provided before the end of any given calendar year to which applicable and any amount as to which such right is not exercised for any such calendar year shall lapse and shall not accumulate or aarry over to any future calendar year. (d) After Husband's Lifetime: Limited Power of Appointment bv Husband. Upon the death of the survivor of the Settlor and her husband, if he survives the Settlor, the Trustee(s) shall pay the balance held in the Trust, outright or in trust, in such amounts or proportions to or for the benefit of any or all of the Settlor/s issue as her husband may direct in his will making specific reference to the Trust hereunder. To the extent that the Settlor's husband should fail to exercise effectively his limited power of appointment over the Trust, or if he should predecease the Settlor, then from and after the death of the survivor of the Settlor and her husband, the prinaipal remaining in the Non-Marital Trust shall be distributed to the then Trustee(s) under the Estate Plan Agreement of Trust of the Settlor's husband, dated , 1992, to be made part of the Non-Marital Trust under such Estate Plan Agreement of Trust of the Settlor's husband, and to be administered and distributed along with the other assets of such Non-Marital Trust. Said Estate Plan Agreement of Trust of the Settlor/s husband, - 3 - ~ '4 '\ containing such Non-Marital Trust of the Settlor's husband, is in existence as of the date of execution of the within Trust and it is the Settlor's intention, if necessary, to validate the foregoing distribution to the Trustee(s) of the Settlor's husband's Estate Plan Agreement of Trust, to inoorporate herein by referenoe its terms and any amendments thereto. 4. Suvvival Clause. 1f any beneficiary hereunder should die within sixty (60) days after the Settlor, or within sixty (60) days after any other person the survival of whom determines. his or her rights hereunder, then suoh benefioiary shall be deemed to have predeceased the Settlor or suoh other person for all purposes hereunder. 5. Powers. In addition to such other powers and duties as may be granted elsewhere h~rein or whioh may be granted by law, the fiduciaries hereunder shall have the following powers and duties, without the neoessity of notice to or consent by any Court: (a) To retain all or any part of the property of the Settlor, real or personal, in the form in which it may be held at the time of its receipt, inoluding any closely held business in which the Settlor has an interest and any stock of any corporate fiduciary hereunder, as long as in the exercise of their discretion it may be advisable so to do, notwithstanding that said property may not be of a character authorized by law. (b) To invest and reinvest any funds held hereunder in any property, real or personal, including, but not by way of limitation, bonds, preferred stocks, common stocks, and other securities of domestic or foreign corporations or investment trusts, mortgages or mortgage participations, and common trust funds, even though such property would not be considered appropriate or legal for a fiduciary apart from this provision. (c) To sell, convey, exchange, partition, give options to buy or lease upon, or otherwise dispose of any property, real or personal, at any time held by them, with or without order of court at their option, at public or private sale or otherwise, for cash or other consideration or for such ~redit terms as they think proper, and upon such terms and for such prices as they may determine, and to convey such property free of all trusts. (d) To borrow money from any person, including any fiduciary hereunder, for any purpose in connection with the administration hereof, to execute promissory notes or other obligations for amounts so borrowed, and to secure the payments - 4 - '. ,) of such amounts by mortgages or pledges of any property, real or personal, whioh may be held hereunder. (e) To make loans, seoured or unseoured, in such amounts, upon such terms, at such rates of interest, and to such persons, firms or corporations as they may deem advisable. (f) To renew or extend the time for payment of any obligation, seoured or unsecured, payable to or by them, for as long a period of time and on such terms, as they may determine, and to adjust, settle and arbitrate claims or demands in favor of or against them. (g) In dividing or distrtbuting any property/ real or personal, included herein, to divide or distribute in cash, in kind, or partly in cash and partly in kind. (h) To hold, manage, and develop any real estate which may be held by them at any time, to mortgage any such property 1n such amounts and on such terms as they may deem advisable, to lease any such p~operty for such term or terms, and upon such conditions and rentals as they may deem advisable, whether or not the term of any such lease shall exceed the period permitted by law or the probable periOd of retention under this instrument; to make repairs, replacements and improvements, structural and otherwise, in connection with any such property/ to abandon any such property which they may deem to be worthless or not of sufficient value to warrant keeping or protecting, and to permit any such property to be lost by tax sale or any other proceedings. (i) To employ such brokers, banks, custodians, investment counsel, attorneys, and other agents, and to delegate to them such duties, rights and powers as they may determine, and for such periods as they think fit. (j) To register any securities at any time in their names as fiduciary, or in the names of nominees, with or without indioating the trust character of the securities so registered. (k) With respect to any securities held hereunder, to vote upon any proposition or election at any meeting of the person or entity issuing such securities, and to grant proxies, discretionary or otherwise, to vote at any such meeting; to join or become a party to any reorganization, readjustment, merger, voting trust, consolidation or exchange, and to deposit any such securities with any committee, depository, trustee or otherwise, and to payout of the trust created herein, any fees, expenses, - 5 - .. , and assessments inourred in oonnection therewith; to e~ercise conversion, sUbsoription or other rights, and to receive or hold any new securities issued as a result of any such reorganization, readjustment, merger, voting trust, oonsolidation, exchange or exeroise of conversion, subscription or other rights and generally to take all action with respect to any suoh Recurities as oould be taken by the absolute owner thereof. (1) To engage in sales, leases, loans, and other transaotions with the estate of the Settlor, the estate of her husband, or any trust established by either of them, even if they are also fiduciaries or benefioiaries thereof. (m) To make all neoessary proofs of death under the insuranoe polioies of which they are the beneficiary, to execute any receipts for the proceeds and to institute any action to collect said proceeds and to make adjustments of any claim thereunder, provided, however, that they Ileed not institute any action unless they shall have been indemnified against all expenses and liabilities to which they may become subject as a result thereof. If, however, they desire to institute such action without indemnification, they are hereby authorized to be reimbursed for all expenses and liabilities incurred as a result thereof from any amounts which may be held in trust hereunder then or thereafter. (n) To operate, own, or develop any business or property held hereunder in any form, including without limitation sole proprietorship, limited or general partnership, corporation, association, tenancy in common, condominium, or any other, whether or not they have restricted or no management rights, as they in their discretion think best. 6. Spendthrift Clause. No interest (whether in income or principal, whether or not a remainder interest, and whether vested or contingent) of any beneficiary hereunder shall be subject to anticipation, pledge, assignment, sale or transfer in any manner, nor shall any beneficiary have power in any manner to charge or encumber his or her said interest, nor shall the said interest of any beneficiary be liable or subject in any manner while in the possession of the fiduciaries for any liability of such beneficiary, whether such liability arises from his debts, contracts, torts, or other engagements of any type. 7. Facilitv of Payments for MinorB or Incomoetents. Any amounts whioh are payable or distributable hereunder to a minor or incompetent may, at the discretion of the fiduciaries, be paid or distributed to the parent or guardian of such minor or - 6 - .. . ) ) " " " SOHEDULE A , Ona Dollar ($1.00) I, t.he undersigned LUCULE E. HERSHEY, this ll-J. day of ~'4 ~, ,1992, do hereby aoknowledge that in my oapaoity as Sett O~Of the aforegoing Estate Plan Agreement of Trust, I have paid to myself as Trustee thereof One Dollar ($1.00) in oash, suoh'payment representing the initial funding of suoh Trust. ~wl [. ~MV' LUOILLE E. HERSHEY " ' ", , ,I, ' ;"1 " .'" " ;\ , , , , , I . , I"~ " , ,i j" ' ,.\ "i , .' Ii , , I I /: i,I .' " 'i, i'< , ,. 8 - " '1" " '" ;,' ( " " " , \ I, , I;' 'I, " , , " '" " , I " I: " , ;, I', " I:, " " " I, I'. iI, " i' ".', 1"I!.. , "'1 " ',I I I," " , " " " I, " I., " \ ~' " ..' " , " " '.',~' \ ,. "1, ",""'f " " , .1' "II ,f ' PI"" ",l."} ,t'd/I. 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"1", . /, ;'11 .,.;. ,"1 I I '" ,. . ....- '.......'1 _ .. , ... ......-., l _.+,~.-"M'II J~ "'7 " " \ .12-29-94 ... ..' I J ESTAT~ OF LUCILLE E. HERSHEY, JOHNO. HERSHEY, Execut9r No. 1994-00364 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY ORPHANS' COURT DIVISION DISCLAIMER . t~ d MADE THIS ,30 'Il ay of December, 1994/ aa follows: 1. The undersigned, John O. Hershey ("Disclaimant") / is the surviving husband of Lucille E. Hershey, deoeased ("Decedent"), who died a resident of Cumberland County on April 2, 1994. 2. Under Section 2 of the Will of the Decedent (filed for probate at No. 1994-00364), the residua of the Deoedent's Estate is bequeathed, devised and appointed to an Estate Plan Agreement of Trust ("Trust") of the Decedent, dated May 6, 1992. 3. Subsection 3(d) of the Trust provides as follows: "(d) After Husband's Lifetime: Limited Power of ADDointment bv Husband. Upon the death of the survivor of the Settlor and her husband, if he survives the Settlor, the Trustee(s) shall pay the balance held in the Trust, outright or in trust, in such amounts or proportions to or for the benefit of any or all of the Settlor's issue as her husband may direct in his will making specific reference to the Trust hereunder. To the extent that the Settlor's husband should fail to exercise effectively his limited power of appointment over the Trust, or if he should predecease the Settlor, then from and after the death of the survivor of the Settlor and her husband, the principal remaining in the Non-Marital Trust shall be distributed to the then Trust.ee(s) under the Estate Plan Agreement of Trust of the Settlor's husband, dated May 6, 1992/ to be made part of the Non-Marital Trust under such Estate Plan Agreement of Trust of the Settlor's husband,' and to be administered and distributed along with the other assets of such Non-Marital Trust. Said Estate Plan Agreement of Trust of the Settlor's husband oontaining suoh Non-Marital Trust of the Settlor's husband, is in existenoe as of the date of execution of the within Trust and it is the Settlor's intention, if necessary, to validate the foregoing distribution to the Trustee(s) of the Settlor's husband's Estate Plan Agreement of Trust, to inoorporate herein by reference its terms and any amendments thereto." " ~ 'Il~'? jot: REV-1547 EX AFP (08094* d COHHONHfALlH OF PENNSVLVINIA ACN 101 OEPARTHENT OF REVENUE NUTICE OF INHERITANCE TAX BUREAU OF ,HOt'lOUAI TAKES APPRAISEHENT, ALLOWANCE OR OISALLOWANCE [STATE OF t-m~ T -r FILE NO. 4- 36i DATI! OF DEATH 04-02-94 COUNTY CUMBERI.AND c NOTE. TO INSURE PROPER CREDIT TO YOUR ACCOUNT, SUBHIT THE UPPER PORTION OF THIS FoRH NITH YOUR TAX PAYHENT TO THE REOISTER OF HILLS, HAKE CHECK PAYABLE TO "REOISTER OF WILLS, AQENT" REMIT PAYMENT TOI RICHARD R LEFEVER ESQ MCNEES ETAL PO BOX 1166 HBG PA 17108 REGISTER OF WILLS CUMBERLAND CO COURT HOUSE CARLISLE, PA 17013 A~ount Ra~lttod J CUT ALOND THIS LINI! ~ RETAIN LOWER PORTION FOR YOUR RECORDS .... REV: i ircii" iif -A FP"" f os": 94 i"" tioT"i c r "oF."{ NHiR i;: A 1fc E - T"AX. APpiiii i siifitir; -A i. i."oWANc E. '(jli.... - 0"."." -. - -"" DISALLOWANCE OF DEDUCTIONS AND ASSESSMENT OF TAX I!9rATE OF HERSHEV LUCILLE E FILE NO. 21 94-0364 ACN 101 DATE 11-07.94 TAX RETURN HAS. I X I ACCEPTED AS nLED RESERVATION CONCERNING FUTURE INTEREST . SEE REVERSE ~PPRAISED VALUE OF RETURN BASED ONI ORIGINAL 1. Raal Eltoh ISchaduh A) 2. Stookl and Bondi ISohaduh B) S. Clolaly Hold Stock/Partnarlhlp Intaralt (Schadula C) 4. Hortgagal/Hotal Raoalvobl. ISchldula 01 S. Calh/Bank Oapolltl/Hllo. Parlonol Proplrty (Soh.dula E) 6. Jointly Ownad Proparty (Sohadula FI 7, Tranlhrl ISohaduh 0) 8, Totel A..ah APPROVED DEDUCTIONS AND EXEMPTIONS I 9. Fun.ral Expan.../Adll, COlt,lHila. Expan... (Schedull H) 10, Oabtl/Hortglga Llabllltl.I/Llan. (Schldul. I) 11. Totel OaducHonl 12, Not Valua of Tax Raturn 15, Charlhbh/Oovarn..nt.l Baou..h (Sohadul. J) 14, N.t Valua of Eltota Subj.Ol to Tax NDTEI If.n ......m.nt w.. i..u.d previou.ly, line. r.fl.ct figure. that includ. the total of ~ ASSESSMENT OF TAXI lS, A~ount of Llna 14 ot Spoulal rata 16, A~ount of L1na 14 toxabl. at L1nnl/Cl..1 A r.te 17, A~ount of Llna 14 taxobl. at Coll.tlral/Cl.11 B rata le. Prlnolpal Tax Du. TAX CREDITS I PAYHENT DATE 06-1~'94 06-14-94 RECEIPT NUHBER MM886176 MM886177 DISCOUNT I') INTEREST I') 1,321.05 38.07 (9) (10) 115) 116 ) 117)_ I ) CHANOED ,00 449,569,06 ,90 ,.Q.Q.. 17.319.42 .00 .00 (8) (1) (2) IS) (4) IS) (6) (7)- 466,888.48 8,969.17 4.879.80 Ill) (12) I1Sl (14) _ 13,848 97 453,039.51 .00 453,039.51 14, 15 and/or 16, 17 and 18 will rat urn. alsll.ed tc date. ,00 453,039,51 ,00 ,00 27.182.31 .00 27.182.37 X .00, X .06, X .15. I1BI AHOUNT PAID 25,100.00 723.25 TOTAL TAX CREDIT BALANCE OF TAX DUE INTEREST TOTAL DUE 27,182.37 .00 ---- ,00 ,00 o IF PAID AFTER DATE INDI~ATED, SEE REVERSE FOR CALCULATION OF ADDITIONAL INTEREST, I IF TOTAL DUE IS LESS THAN 11, NO PAYHENT IS REQUIRED, IF TOTAL DUE IS REFLECTED AS A "CREDIT" (CR), YOU HAY BE DUE A REFUND. SEE REVERSE SIDE Of' THIS FORH FOR INSTRUCTIONS.) i-' I uO REIERYATIONI E.t,t,. 0' d.c.d.nt. dvlng on or b.for, D,c.lb.r 12, 1982 .. if ony future intlr..t in the I.tht. I' tr.n.f.rr.d In POI....lon or .nJoy..nt to ele.. a (oollet.r.l) b.n.floltri., of thl d.c.d.nt .ft.r the .xplrntlon of any ..t.tl for 11ft or for y..r., thl Co..onw..lth hlrlby IMpr.,.ly r...rvI. the right to .ppr.i.. end ...... tr.n.flr Inhlrlt.ncl T'M" It thl 1.wful C1II, a (coll.t.r.l) r.t, on .ny .uch future Int.r.'t. P~POSE OF NOTICE. To fulfill thl r.qulr...nt. of S.otlon 2140 of the Inh.rlt.nc. and E.tetl laM Aot, Act 2Z of 1991. 72 P,S. S.cUon ZUO, O.t.oh the top port Jon of thl, Notlc. and ,ub,Jt with your plYI.nt to thl R.al,t.r of Will. prlnt.d on thu r.v.r.. .Ide. "H,kI ch.ck or 'onlY ordu p.y.blt tOI REGISTER OF' MILLS, AGENT All p.y..nt. r'o~Jv.d .hall 'Ir.t b. applJ.d to any Int.r..t which IOY h. dUI with .ny r.lalnd.r appll.d to the t.M. REFUND (CR)I A r.fund of D tlM cr.dlt, which was net r.qu..tld on thl T'M Rlt~rn, n.y bt r.qu..tld by co.pl.tlng In "Application for Rdund of P.Mlylvlnlo Inh.rltlnc. and EttltCl Tall" (REY-UU>. Application. ar. Ivallabll at th.Offlco of the R.gI.t.r 0' Will., any of the 23 R.v.nuI 01.tr10t O'flcl., or by cllllng thl .p.clol 24-hour In.wlrlng ..rvlc. nUlb.r. for forll ord.rlngl Jn P.nn'Ylvanl. 1-800-362-Z0S0, out.ld. P.nn.ylvlnl. and within 10c.1 Herrltburg erll (111) 187-8094, TOO. (7171 17Z-22S2 (Hurln" IIpaired Only). PAVNEHTI OBJECTIONS I Any p.rty In Int.r..t nct .Itl.fled wJth the Ippr.I....nt, allowlnc. or dll'llow.nc. 0' d.ductlonl, or 1,'I....nt of taM (Including dl.ccunt or Int.r..t) a. .hown cn thJ. Notlc. ~u.t obj.ct within .INty (60) d.y. 0' r.c.lpt of thlt Notice bYI -.wrltt.n prct'.t to the PA n.pert".nt of R.vlnu., Board of ApPlltt, DEPT, 281021, H,rrltburg, pA 17128.1021, OR -.II.otlon to hay. thl utter deterMln.d .t ludlt 0' the 13cecunt of the p.rto".l repr...ntlltl'f', OR .-.pp..l to th. Orphan,' Court. ADNIH ISTRATlVE CORRECTlOH1. F.otu.1 Irror. dl.cov.rld on thJ, ........nt ,hculd b. nddr....d In writing tal PA U'Plrt,.nt of R.v.nuI, Burllu 0' Indl...ldull lIllIl, ATTNI Pc.t A.......nt R.vlew Unit, OEPT, Z8U601, Harrisburg, PA 17128-0601 Phon. (717) 787-6505. Se. page 3 cf the bockllt "Inttructlcn. for Inherlt.nc. Tex R.turn 'cr a R"ld.nt O.t.d.nt" (REY.ISOI) for .n .Mplanltlon 0' .d.lnl.tr.tlv.ly corr.ct.bl. .rror., DISCOUHT, If .ny till nUl II p.ld within thr.. (3) cal.nd.r lonth. a't.r thl d.ced.nt'. d.ath, . flv. Plrc.nt (5~) dllcount of the tlM paJd I. .llowed, IHTERESTI Int.rl.t I. chlrgld blglnnlng with flr.t dlY of d.llnqu.noy, or nln. (9; .onth. and on. (I) dlY 'roil thl dati of d.ath, to th. dati of PIVI.nt. TIMI. which b.c... d.llnqu.nt b.for. Janulr1 I, 198Z b..r Inter..t It the r.t. of .he (6iO perclnt per InnUI cllou1atlcllt a dIlly rete 0' ,000164, All talC.. whloh b.o... d.llnq\J.nt on Ind .fter January I, 1982 will b..r Int.r'lt It I rftt. which will vary frol cal.ndar y.or to cal.ndar Yllr with that r.t. announc.d by the pA nlplrt.lnt of RIv.nUI. Thl .pplic.bl. Int.r..t rat.. for 1~8Z through 1994 ar.: ~ Inter".t R.t. O.lly Int.rl.t F.ctcr Y!!! Jntsr..t Rat. DailY Inter..t F'Qtor 1912 20! .UOO548 1986 10! .00027. 1915 16! .000.18 19" 9% .000241 1914 m .000301 1988.1991 m .000501 1915 15! .000356 1992 9% ,000247 1"5-1'" n ,000192 -.Int.r..t I. calculatld .. follcw'l INTEREST . BALANCE DF TAX UNPAID X NU"BER DF DAYS DELINQUENT X DAILY INTEREST FACTDR .-Any Notlc. I..u.d aft.r the tlM bleOI.. d.llnquent wlJI rl'llot an Int.r..t calcul.tlon to flft.tn (15) d'VI buyond thl dtt. of the ........nt. If p.ye.nt II ,.d. aft.r thl lntlr..t cc.putatlon dati .hown on thl Nottc., Iddltlcn.l lnt.r'l~ IU.t bt calaul.t.d. ( .~ eRUCt O,IAOlL'f TlAm' A, BOSSERT ALANA,lIO'1mON,JR, tAlC L, BAOSS/olAN ROI(RT Iol. CHtRRV Wll.UAM A. CUUNVTf 00\V10B.OlaHtl' IolICHAlL A, DOCTRON lUZMtTH A. OOUOHt:AN HAfNI'I' ,RUDENlKRO JAMDI L, ,RITZ '1Y<NC15 D, HMS,,JR. W,JU'FtfJA.MOUNtAU JotICHAtL Q, JAAMAN O'\V10...,ICUPf>lNOCR B(RNAAOA. LAlUSf(LS, JR, DlLANO 101, LANtZ R!CtlAAOR,LtrMR MVtD t. LlHIM.H CL'r[)(W,Iol~INTYRr. rRANll,LlN A. MillS, JR ROOtRT A. MIllS 61r:F'HtNA,MOOAC U[RMRT R NURICK JOHN &. OVUR TIMOTHY J, PrtSTCR o.AA'1A,mn[R [ClNAAOW, noHtMAN H,LUfK)l.JSb[L 0ANA811:vtNSlCADUTO I. BF.RHt SMITH ~mO,llCfl McN EES, WALLACE & N URICK ATTORNEVS AT LAW 100 PINE STREET p, 0, BOX 1166 HARRISBURG, PA 17106'1166 rmPHON[ 17171 23a'BOOO FAX 17171237-5300 RlCHAAOW,bTMN5ON OlANtM,l()t1.,1.RS1(Y UflVlDH,'fIATTI.JR 9TtvLN J, Wt:INcwntN NtAL 8 WEe' flonMAN I. 'Mille cwtf,., vtNKCM'St(1 WtLLIAMM,YOUNo.JR Of" COUH5I:L ROfI[RT H. ORl9MX.O B.AIo4UtL A, &CHRtCKtHa.\tJ5T, JR, ERIC N,""lHCY .JoNAltlAN C, Ol'RR"l' OAtTT 0, DAVIS JAMUP,DcAHG[LO JAMUP.OOUOHtRfY M1HLttN A, DUNST ROSERT J. OOOUIO June 13,1994 00 , r: , , \ \.fl :~', . ~' , U In re: Estate of Lucille E. Hershey Estate Administration Our file: 16458-0001 Register of Wills Cumberland County Courthouse One Courthouse Square Carlisle, PA 17013 Dear Sir/Madam: ICOtl A. GOUlD p, NICHOlAS OUAll~t5CIl[l1l ROG[R!' Q,ltMB tlIMN,. JACK!K'+l OOtW.D e. ll,AurMAtj MICHAEL If, Kl:LLtV flCUR',ltR1U[ JAMt6W.KUrz CAMILLE C, MAAlON IHAAON fl. PM-TON CHUONOH,PH..... JONATHAN H. RUOO CAROl. A IU:INOUR CATHERlNt [,WALtERS LA'MttNCtR.Wltt1(R DtRRICKP,'MLUAMOON :-r') " " , :0 Enclosed for filing on behalf of the Estate of Lucille m. Hershey, Estate No. 364 of 1994 are the following documents: 1. An original and one copy of the Cumberland county Inventory. 2. An original and one copy of the pennsylvania Inheritance Tax Return. 3. Two checks totaling $25,623.25 representing payment of the Inheritance Tax which is due. 4. A check made payable to the Register of Wills in the amount of $31,00 representing the filing fee for the Inventory and Inheritance Tax Return. 5, The Certification of Notice as required under. Rule 5.6(a). Please note that a discount has been tak~n in the amount of $1,359.12 as the r.eturn is being filed and the tax is being paid prior to the expiration of the three-month period from the date . of death. STATUS REPORT UNDER RULE 6.12 Name of Decedent I Lucille E. Hershey Date of Deathl Apr.ll 2, 1994 Will No. Admin. No. 21-1994-lfi4 Pursuant to Rule 6.12 of the Supreme Court Orphans' Court Rules, I report the following with respect to completion of the administration of the above-captioned estate I 1. State whether administration of the estate is completel Yes_~ No____ 2. If the answer is No, state when the personal representative reasonably believes that the administration will be complete I 3. If the answer to No.1 is Yes, state the followingl a. Did the personal representative file a final account with the Court? Yes No X b. The separate Orphans' Court No. (if any) for the personal r.epresentative's account iSI c. Did the personal representative state an account informally to the parties in interest? Yes X No d. Copies of receipts, releases, joinders and approvals of formal or informal accounts may be filed with the Cerk of the Orphans' Court and may be attached to this report. ~(,C' , ~ :1\f~II. Sign ture c(f'15/~1t "'- n lo,: ( ::i ') 'Rate I ;I:~~ , ," \CJ - .. , >- ,J l,; ~ (5'\," o ("i wa: i9. It " , II .", '-' Qj " GO Richalu R. Lefevor, Esq. Name (Please type or 100 PIne street Harrisburg, PA 17108 Address print) ( 717 I 237-5222 Tel. No. CapacitYl Personal Representative X Counsel for personal representative (MAH IrmU AM3)