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Home My WebLink About06-19-07 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION PETITION FOR GRANT OF LETTERS Estate of Lester W. Ginanni NO.,t( 1- 01- OSff1 also known as Lester W. Ginanni, Sr. , Deceased Social Security No. 191-14-7334 Lillian R. Ginanni Petltioner(s). who is/are 18 years of age or older, apply(ies) for: (COMPLETE "A" OR "B" BELOW:) A. Probate and Grant of Letters and aver that Petitioner(s) is/are the execut rix Decedent, dated 12/18/1997 and codicil(s) dated 7/17/2003 named in the Last Will of the GJ State relevant circumstances, e.g., renunciation, death of executor, etc Except as follows, Decedent did not marry, was not divorced and did not have a child born or adopted after execution of the documents offered for probate; was not the victim of a killing and was never adjudicated incapacitated: o B. Grant of Letters of Administration (c.I.a., d.b.n.c.t.a.: pendente lite, durante absentia; durante minoritate) Petitioner(s) after a proper search has/have ascertained the Decedent left no Will and was survived by the following spouse (if any) and heirs: I Name Relationship :~,~ence C~:.- 1 ,_.. 00 ~.~ :-::- - '.c. ....., ":"'1 0 ''C \,.Ci .-; l " -. -. ,..,-,.,. :~"-' (COMPLETE IN ALL CASES:) Attach additional sheets if necessary. -~. ~ecedent was domiciled at death in Cumberland L."'.....e... County, Pennsylvania, with his/her last family or principal /residence at 1513 HiQh Meadow Lane, MechanicsburQ,..... Allen Township, Pennsylvania 17055 (list street, number and municipality) Decedent, then 82 years of age, died June 2, , 2007 , at 1513 HiQh Meadow Lane, MechanicsburQ, PA (Location) Decedent at death owned property with estimated values as follows: (if domiciled in PA) All personal property......................................... $ (if not domiciled in PA) Personal property in Pennsylvania .................... $ (If not domiciled in PA) Personal property in County.............................. $ Value of real estate in Pennsylvania ........................................................................................ $ Total ..................................................................................................................... $ 92,000.00 92,000.00 Real Estate situated as follows: Wherefore, Petitioner(s) respectfully request(s) the probate of the Last Will and Codicil(s) presented with this Petition and the grant of letters in the appropriate form to the undersigned: Typed or printed name and residence Lillian R. Ginanni 1513 Hi h Meadow Lane Mechanicsbur PA 17055 Ll\^' 7 Oath of Personal Representative Commonwealth of Pennsylvania County of The Petitioner(s) above-named swear(s) and affirm(s) that the statements in the foregoing Petition are true and correct to the best of the knowledge and belief of Petitioner(s) and that, as personal representative(s) of the Decedent, Petitioner(s) will well and truly administer the estate according to law. Sworn to and affirmed and subscribed ~.L../ /< ~ ~ ~, ~<L~~./ \,q+k.> Lillian R Ginanni before me ttiis--1 day of ~7 \ul,~,.J.D~ .'-'~"- ~~'- ."-, ._'x j ~ , !J \....Ci ( 1 DECREE OF REGISTER Estate of Lester W. Ginanni also known as Lester W. Ginanni. Sr. Social Security No: 191-14-7334 Date of Death: 6/2/2007 AND NOW, _1\ l~ \<1 2007 , in consideration of the Petition on the reverse side hereon, satisfactory proof having been presented before me, Deceased No,,.2(-IJ1~5~ '.'? IT IS DECREED that Letters !XI Testamentary 0 of Administration (c.I.a., d.b.n.c.t.; pendente lite; durante absentia; durante minoritate) are hereby granted to Lillian R Ginanni In the above estate and that the instrument(s), if any, dated Will-12/18/1997 and Codicil- 7/17/2003 described in the Petition be admitted to probate and filed of record as the last Will of Decedent. FEES Letters .................................... $ ~ID .CO Short Certificate(s) ............... Renunciation .......................... AffidavJt ( ) ....................... E""bd f!d~c!-( ).~\~\... Codicil................................. JCP Fee ................................. Inventory & Tax Forms............. Other~~..... $ &0 -CD $ $ $ \5". cD $ \5.00 $ \"() \0\) $ $ 5 ~ro Attorney: John W. Purcell, Esquire 1.0. No: 7108 Address: 1719 North Front Street HarrisburQ Telephone: (717) 234-4178 DATE FI LED: l..(; ( I 9141 PA 17102 TOTAL .............................$ d. i5 .01::1 RW-7A H105.805 REV 1105 This is to certify that the information here given is correctly copied from an original certificate of death duly filed with me as Local Registrar. The original certificate will be forwarded to the State Vital Records Office for permanent filing. WARNING: It is illegal to duplicate this copy by photostat or photograph. No. ~/J;~~ Local Registrar Fee for this certificate, $6.00 p 13356198 JUN 0 6 2007 Date C) .T~ c.. -) ..-I \..D r"Lc:i I REV 11/2006 I PRINT IN MANENT \CK INK COMMONWEALTH OF PENNSYLVANIA' DEPARTMENT OF HEALTH' VITAL RECORDS CERTIFICATE OF DEATH (See Instructions and examples on reverse) STATE FILE NUMBER 11 . Decedent's Usual lion IHe. 00 not state re . KndolWoll< KJndolSusiness11nduslry Owner EquipneaL Co. . 16.~MfiI/lg~8SIl.1ll1rge1.rJl'Iltown,_,z~_) 1::>1..1 til.gn Meaaow Ln. Mechanicsburg, PA 17055 16. F_', Name (F", _, .... sufllx) Anthony Ginanni 200. Infonnanl', Name (TjpO I Print) Lester W. Ginanni 21a.MaIIlodolDiapoallion . ~ Burial 0 ROf11OY1lllFOOlSlate o 0Ih0r. Sp<<:i/y: ~ 221.' dFlNl'IIService 12. Was Decedent ever in the U.S. Armed Forces? ~es ONo 13. Decedent'. Education (Specify oo~ highest grade compteted) Elemenlllfy I Secondary (0.12) C<>lege (1-4 or 5+) 5 + 4. Oate of Death (Month, day, year) 7334 June 2, 2007 I. Nameol_(F"",_, las1,sufllx) Lester W. Ginanni Sr. 5. AIJII(Las' Binhday) Y... 6. Dale 01 Birth (Month, day, year) 7. Birihplace (City and .lele or 10 82 July 4, 1924 orris town, PA 001tler . Specify, 10. Race: American Indian, Black, While, ate (Specify) Whi te Bb. County 01 Deeth Cumberland Twp. ad. Facillty Name (II nollnstitution, ~ stree! and number) 1513 High Meadow Ln. 17b. County PA Cumber land 14. =:~~~r Married, 15. SulVlving Spouse it( wife, give maiden name) Married Lillian Lan ston ~~t 17c.~y..,~ILivedin Upper Allen Township? 17d. 0 No, Docodent Lived within Actue1Umnsof Top. Decedent's ActueI Residence 178. Stale CItyIBoro ~ ComploIe _ 2:Je.< rriI- C8!Itfyi1g physlcIan ienol"-attlme 01 death '0 certify cause 01_. Items 24-26"'* be ~ by pe"'" . who prtI1OU'lCfIldeath. 19. Mother's Name (FII'St, middle, maiden surname) Anna Manning 2tlb.lnfonnenf.MaiIi1g_ISboet,cltyl_,sIa1e,zip_) 823 Fishing Creek Rd., New ",Cumberland , PA 17070 21,. Place 01 ~ (Name ot comeIery, cnmelory" _ place) 21d. Location {CIty 1_, stale, zip-I Gate of Heaven Cemetery Lower Allen Twp. Myers-Harner Funeral Home b. I ApproxImate .telVal: I Onset 10 Death I I I ~. ~--+<- f'ii.'t7~ : Due 10 (oru e_oI}: I .5'f37-:n. ~ /)~ A- (' Ao.~€=-t-c..':7'1 ~V: Due to (or as 8c:onseqJ1f'lCt ot): I . I I I I CP~th"-.., ~ dt) 29. " Female, o Notpregnantwlthlnpaslyear o Pregnant a'lime ol_ D Not~""plOQllOll1_42deys 01 death o NotP"Qllllnt,butpregnant~deyslolyur -- o Untmown "pregnantwlthlnthe pest year 32<. ==::me~jSllHt,Factory, ~~=--.;. =-:.r..1st...-.., "any, =~=c:os,a. =:'..:M:m":.u,~u.'" a. c. Due to lor.. a consequence 01), d. DYes :gNo DYes ONo (;31G'tu", 0 -- o AccIdenl 0 Pendng IIM8ligatIon o Suicide 0 Could Not be _.....ed 32d. Tine 01 Injury 32g. Location 01 Iljury(SlIHt,cltyl_,_) 300. Wu an AIltopey I'lo<IorIrIood? 301>. Were AuOlpey Fondngs A_PriorIoCOfl\llelioo 01 c..... 01 Deeth? 31. MemerotDeeth 32(,"Tra_tlonlnjury(Spoci/y) OOri'lerIOpetetor OPaseenger OPedeslrlen M. oo..Spoci/y 330. CettiIier (check rriI onel 33b. S~_ end Tttte 01 CettiIier . =~~.:=..~=:.~~~~..=":=-~~~_~~~~~~_________________~ ~ -t-J<. . ==:=~':;:::"~ond~~~loto:==...n.....e1ated.._________________ 0 33c.~"~ . ::' =~c: ond 1 or _taotton.tn my opinion, _ _ at 1M Umo, dele, and pIoce, ond dulo to 1M couee(s) ond manner u slIte<L 0 35. Registra(,Slgnetu ~ I 6/.1 II :z..1 / III 36.DeteR ( ';t" OiSOO6iion Parmi No. 6/' 700 g nd Lad 1<<11 and g-~ 0/ ~ 11( -g~. ."",) I, LESTER W. GINANNI, of Mechanicsburg, Cumberland County, Pennsylvania, declare this to be my Last Will and Testament and revoke any and all Wills and Codicils previously made by me. ITEM I: I direct that all my just debts, last medical expenses, and funeral expenses shall be paid from the assets of my estate as soon as practicable after my decease. ITEM II: If my spouse, LILLIAN R. GINANNI, survives me, I give to my Trustee, hereinafter named, an amount equal to the maximum dollar amount, if any, which can pass free of federal estate tax in my estate by reason of the unified credit and the state death tax credit (provided that the use of this credit does not require an increase in the state death taxes paid), reduced by the aggregate of (1) all items includable in my estate for federal estate tax purposes which either are disposed of in previous Items of this Will or pass outside of this will and which do not qualify for the federal estate tax marital deduction or the federal estate tax charitable deduction; and (2) the amount of all charges to principal of my estate (including expenses and death taxes) that are not allowed as deductions in computing my federal estate tax. For the purpose of establishing the amount of the gift under this Item, all values shall be those as finally determined for federal estate tax purposes, but in funding, date of distribution values shall be used. This Trust shall be referred to and known as my Credit Shelter Trust. My Trustee shall hold this sum IN TRUST, during the life of my spouse, LILLIAN R. GINANNI, for the following uses and purposes: A. To pay the net income thereof to my spouse, LILLIAN R. GINANNI. B. The Trustee may apply the net income of this Trust for the benefit of my said spouse should she by reason of age or illness be incapable of disbursing it. C. Upon the death of my spouse, LILLIAN R. GINANNI, the principal and any accumulated or undistributed income, shall be distributed as follows: 1) Sixty (60%) percent (plus any increase for sums received from application of Item II-C(2) (f) hereof) 2 in equal shares to my four children, MARY LESLIE GINANNI YEAGER, NANCY L. GINANNI ANDREOLI, JEAN M. GINANNI SMITH, and LESTER W. GINANNI, JR., or the surviving issue of each specifically named child, per stirpes (excluding Anthony Frank and provided that the shares of LESTER W. GINANNI, JR. and NANCY L. GINANNI ANDREOLI shall be held in trust, pursuant to the terms of Items VI and VII hereof, respectively); on condition, that any such surviving issue who are then less than thirty (30) years of age shall receive his share of distribution in trust, pursuant to the terms of Item II-C(2) hereof. 2) Forty (40%) percent (unless reduced under Item II-C(2) (f) hereof) in equ~l shares, one share to each of my then surviving grandchildren, including ANTHONY FRANK as one member of this class; PROVIDED that if any such surviving grandchild entitled to distribution under this Item II-C(2) shall be then under age thirty (30), the share of such beneficiary shall be held by my Trustee, IN FURTHER SEPARATE TRUST, for the following uses and purposes: (a) If the beneficiary is under age eighteen, to expend and apply so much of the net income (any 3 income not expended or applied to be accumulated and added to principal) and so much of the principal thereof as the trustee shall consider advisable for the support and education (including college education, both graduate and undergraduate) of that beneficiary until he or she attains the age of eighteen years. (b) After the beneficiary attains the age of eighteen, thereafter to pay to such child the net income together with so much of the principal thereof as trustee shall consider advisable for the support and education (including college education, both graduate and undergraduate) of such beneficiary after taking into consideration his or her other readily available assets and sources of income. (c) Up to one-third (1/3) of the then-remaining principal and accumulated income of that beneficiary's share at age twenty-five (25) on the request of the beneficiary shall be distributed to him at or after age twenty-five (25) i and up to the entire balance of principal and accumulated income then remaining of his share at his request shall be 4 distributed to that beneficiary at or after age thirty (30). Distributions at or after these stated ages shall be made only in the event the beneficiary requests such distribution by a writing intended to take effect during his lifetime, executed by him upon or after attaining each of the stated ages and delivered to my Trustee. (d) Notwithstanding the aforestated terms hereof, each trust shall terminate within and no later than the period established by the Pennsylvania Rule Against Perpetuities. (e) If any trust beneficiary shall die before receiving distribution or final distribution of his entire share, the share or undistributed share of such trust beneficiary shall be distributed in accordance with the Last Will and Testament of such trust beneficiary. However, in the event said trust beneficiary has no Last Will and Testament at the time of his death, the balance of his share shall be distributed to his surviving issue, per stirpes; PROVIDED, that if any such beneficiary is then under age twenty-one (21), the share of such beneficiary 5 shall be held in FURTHER SEPARATE TRUST governed by the terms stated in this ITEM II-C(2) until such twenty-first (21st) birthday, after which all principal and accumulated income shall be distributed upon written request. No distributions of principal on demand shall be made except in the sole and absolute discretion of the Trustee prior to the twenty-first (21st) birthday of the respective beneficiary. In the event said trust beneficiary dies without issue, his share or the balance of his share of my estate shall pass to his heirs at law, subject to the terms of the trust set forth herein. (f) Notwithstanding the foregoing, under no circumstances shall there be distributed to my grandchildren under this Item II-C(2) an amount that would then exceed the sum then excluded under the Internal Revenue Code from generation skipping transfer taxation. In such event, the aforesaid excess shall be distributed to my children. D. I direct that my Executrix and her successors shall not elect that this trust be a part of the marital deduction and thereby included in my spouse's estate. 6 ITEM III: If my spouse, LILLIAN R. GI NANN I , survives me (and I direct that for the purposes of this ITEM III she shall be deemed to have survived me unless it appears unmistakably that she predeceased me), I give, devise and bequeath the rest, residue and remainder of my estate of every nature and wherever situate outright to my spouse, LILLIAN R. GINANNI. ITEM IV: Should my spouse, LILLIAN R. GINANNI, predecease me, I give, devise and bequeath the rest, residue and remainder of my estate of every nature and wheresoever situate as follows: SIXTY (60%) PERCENT to my children, as set forth in Item II-C(l) hereof and FORTY (40%) PERCENT (unless reduced to avoid generation skipping transfer taxation) to my surviving grandchildren, outright or in trust, as set forth in Item II-C(2) hereof. ITEM V: If my spouse, LILLIAN R. GINANNI, makes a qualified disclaimer (as defined in Sec. 2518 of the Internal Revenue Code, as amended) with respect to all or any portion of the interest in property given to her under any provision of my Will, I give such disclaimed property interests to the Trustee of my Credit Shelter Trust, IN TRUST, for the benefit of my 7 said spouse during her lifetime with the balance of the principal and interest passing in conformity with the terms of Item II-C hereof. Notwithstanding the foregoing, my spouse, LILLIAN R. GINANNI, may completely disclaim any interest whatsoever, pursuant to Item IX hereof, by specific reference to Item IX in her written disclaimer, in which case there shall be no spousal gift hereunder to the extent of the disclaimer, and the disclaimed interest shall pass directly to my children and surviving grandchildren, as if my spouse had predeceased me, pursuant to the percentages and terms set forth in Item IV hereof. ITEM VI: I give, devise and bequeath any share of my estate that is to pass to my son, LESTER W. GINANNI, JR., of every nature and wheresoever situate to my Trustee, hereinafter named, to be held in Trust until he is fifty-five (55) years of age for the following uses and purposes: A. To pay the net income derived from the principal to my son in convenient installments, at least monthly. B. The Trustee may apply the net income of this Trust for the benefit of my son should he by reason of age or illness be incapable of disbursing it. C. The entire balance of principal and any 8 accumulated income then remaining in this Trust at his written request shall be distributed to the beneficiary at or after age fifty-five (55). D. If my son, LESTER W. GINANNI, JR., dies before receiving distribution or final distribution of his entire share, his share or undistributed share shall be distributed in accordance with his Last Will and Testament. However, in the event my son, LESTER W. GINANNI, JR., has no Last Will and Testament at the time of his death, the balance of his share shall be distributed to his heirs at law. ITEM VII: I give, devise and bequeath any share of my estate that is to pass to my daughter, NANCY L. GINANNI ANDREOLI, of every nature and wheresoever situate to my Trustee, hereinafter named, to be held in Trust for the lifetime of my daughter for the following uses and purposes: A. To pay the net income derived from the principal to my daughter in convenient installments, at least monthly. B. The Trustee may apply the net income of this Trust for the benefit of my daughter should she by reason of age or illness be incapable of disbursing it. C. As much of the principal of this Trust as the Trustee may from time to time think advisable for the support 9 of my daughter to maintain her in the station of life to which she is accustomed at my death and after taking into consideration her other readily available assets and sources of income, or during illness or emergency, shall be paid to her or applied directly for her benefit by the Trustee. D. If my daughter, NANCY L. GINANNI ANDREOLI, dies before receiving distribution or final distribution of her entire share, her share or undistributed share shall be distributed in accordance with her Last Will and Testament. However, in the event my daughter, NANCY L. GINANNI ANDREOLI, has no Last Will and Testament at the time of her death, the balance of her share shall be distributed to her heirs at law. Notwithstanding the foregoing, the share of any grandchild beneficiary who is now in existence and less than age thirty (30) at the time of my said daughter's demise shall pass to the trust established for such grandchild, pursuant to the trust provisions of Item II-C(2) hereof. ITEM VIII-A: My Executrix, Trustee and their successors shall have the following powers, in addition to those vested in them by law and by other provisions of my Will, applicable to all property, whether principal or income, including property held for minors, exercisable without court 10 approval, and effective until actual distribution of all property: 1) To borrow money from any person or institution including any corporate fiduciary and to mortgage or pledge any or all real or personal property as they in their sole discretion shall choose, without regard for the dispositive provisions of this instrument, except that no property passing to the marital deduction share shall be so mortgaged or pledged. 2) To reasonably compromise claims asserted by or against my estate. 3) To join with my spouse in filing a joint income tax return without requiring her to indemnify my estate against liability for the tax attributable to her income, and to consent to any gifts made by my spouse being treated as having been made one-half by me for the purpose of federal laws relating to gift tax. 4) To retain any or all of the assets of my estate, real or personal, without regard to any principle of diversification or risk. 5) To sell at public sale, to exchange, or to lease for any period of time, any real or personal property and 11 to give option for sales, exchanges, or leases, for such prices and upon such terms or conditions as they deem proper. 6) To make loans to, to sell to, and to buy property from my or my spouse's executor or administrator or my trustee. This shall not be construed as a command to exercise these powers under any circumstances. All sums payable to the Credit Shelter Trust established in Item II hereof from whatever source shall be utilized for such loans or to purchase assets from my Executrix at final federal estate tax values. 7) To borrow on life insurance policies, to assign and pledge such policies for any loan, to pay premiums on said policies, and to receive dividends and all other paYments available to the Trustee as owner. 8) To exercise any law-given option to pay death taxes in installments, the payment of interest due on such installments to be a charge against principal of my Credit Shelter Trust. 9) Notwithstanding any power granted expressly or impliedly herein, such shall be void and of no effect as to the marital gift if such would either reduce or eliminate said gift, as elected by my Executrix. Furthermore, in no event shall there be included in the Item III bequest any asset or 12 the proceeds of any asset which will not qualify for the marital deduction. Such assets shall be included in the principal of my Credit Shelter Trust. 10) Either cash or investments or both may be allocated to the trust created in Item III; provided that any property allocated in kind shall be valued at the value at which it is finally included in my gross estate for federal estate tax purposes, and further provided that the aggregate market value thereof on the date of allocation (plus the value as finally determined for federal estate tax purposes of all other property qualifying for the marital deduction) is at least equal to the dollar value of the marital deduction as finally determined for federal estate tax purposes. 11) To combine the assets of any separate trusts under this Will into one or more administrative or investment units for convenience of administration and investment. 12) To merge, following the death of my spouse, any trust hereunder into any trust created by my spouse, by Will or otherwise, or to receive by merger assets from any trust created by my spouse, by Will or otherwise, provided such trusts have the same beneficiaries and substantially similar provisions. 13 13) To make distribution in cash or in kind or partly in cash and partly in kind, and, except as otherwise specifically directed, to allocate specific assets to or among the beneficiaries, including any trusts hereunder, in such manner or proportion as they may deem advisable; provided, however, that this clause shall not be construed to permit them to affect the value of the distribution to which any such beneficiary may be entitled hereunder. 14) All powers granted to my Executors and Trustees under this and other Sections of this Will are exercisable only in a fiduciary capacity. No such power shall be construed to enable any person to purchase, exchange or otherwise deal with or dispose of any estate or trust asset for less than adequate consideration. 15) To subscribe for stocks, bonds or other investments; to join in any plan of lease, mortgage, merger, consolidation, reorganization, foreclosure or voting trust and deposit securities thereunder; to exercise options to purchase stock and other property; and generally to exercise all the rights of security holders of any corporation. 16) To register securities in street name or in the name of a nominee or in such manner that title shall pass 14 by delivery and to vote, in person or by proxy, securities held hereunder and in such connection to delegate discretionary powers. 17) To purchase securities or other assets on margin and to otherwise pledge assets held to finance any investment activity hereunder, and to buy, sell or otherwise deal in calls (covered or uncovered), puts or other options with respect to securities or other property. 18) To make all reasonable compromises. 19) To participate in a public or private sale of securities issued by any corporation; to join with other shareholders in such a sale; to participate in the preparation of registration statements, prospectuses and other documents in connection with such a sale and to pay from other assets of my estate or the trusts hereunder an equitable portion of the expenses of such preparation; to make warranties respecting the ownership of such securities and such other matters as may be deemed advisable; to delegate to other persons the authority to negotiate on behalf of my fiduciaries with underwriters in connection with such a sale and to indemnify such underwriters or purchasers against any loss arising out of an omission or representation in such a prospectus or registration statement 15 or arising out of any other matter in connection with such a sale; to pledge the assets of my estate or the trusts hereunder as security for such indemnity; and to purchase and pay premiums on any insurance against any loss arising in connection with such a sale. 20) To act in any jurisdiction where permitted by law to do so or to designate one or more persons, or a bank or trust company, to be ancillary Executors or ancillary Trustees in any jurisdiction in which ancillary administration may be necessary; and to negotiate and determine the compensation to be paid to any such ancillary Executors or ancillary Trustees whether or not such compensation would otherwise be authorized by law, and to pay such compensation out of principal or income or both; and I hereby appoint the ancillary Executors or ancillary Trustees so designated, and direct that they shall not be required to post bond or enter security in such jurisdiction; and I hereby grant to my ancillary Executors or ancillary Trustees with respect to any and all property subject to administration by them all of the powers, authorities and discretion granted in this will to my domiciliary Executor and Trustees, provided, however, that such action as may require the investment of additional funds or the 16 assumption of additional obligations shall not be undertaken without the written consent of my domiciliary Executor or Trustees. ITEM VIII-B: A portion or all of the property held hereunder may consist of interests in closely held companies, including corporations and partnerships (any such closely held business or enterprise hereinafter called a "Company"), and my Executor and Trustee are to have broad powers to hold, invest in, and deal with any such Company. Accordingly, without limiting the powers otherwise granted herein or conferred by law, my Executor and Trustees are, in addition, authorized and empowered with respect to any Company (such powers to be effective until final distribution of all assets hereunder, as follows: 1) To carryon any business owned or controlled by me at my death for whatever period of time they shall think proper, and they shall have the power to do any and all things they deem necessary or appropriate, including the power to delegate all or any part of the supervision, management, and operation of the business to such person or persons as they may select, and the power to close out, liquidate, or sell the business at such time and upon such terms as they deem best. 17 My Executrix and Trustee shall not be held to personal liability for shrinkage of income or loss of capital value that may be incurred in the course of their operation of the business, except loss that may result from their willful misconduct. Notwithstanding the above, this power shall be void and of no effect if it in any way reduces the marital deduction. 2) To acquire interests (including minority interests) in a Company either for cash or with borrowed funds and to retain all or part of any investment in a Company without regard to the general fiduciary principle of investment diversification, for such period of time as my Executor and Trustee may deem advisable even though the Company may be subject to wide fluctuations of earnings. My Executor and Trustee may exercise the broadest judgment as to the best course to follow in retaining or disposing of any such investment even though the Company may be operated temporarily at a loss, and shall not be liable for retaining such investment in the absence of gross negligence, dishonesty or bad faith. 3) To delegate to others all discretionary powers to take any action with respect to the management and 18 affairs of a Company which an individual could delegate, including the power to vote stock and the power to determine all policy questions. 4) To execute shareholder, joint venture and partnership agreements and amendments thereto and to participate in the incorporation, recapitalization, merger, consolidation, reorganization, liquidation or dissolution of a Company. 5) To elect as an officer of or employ for a Company any person, including any individual Executor or Trustee hereunder, or any director, officer or agent of any corporate Executor or Trustee hereunder, and to compensate any such person. 6) To rely on the reports (whether or not certified) of certified public accountants as to the operation and financial condition of a Company without independent investigation. 7) To invest additional capital in, to subscribe to or buy additional stock or securities of a Company, to make loans to a Company upon such security as may be deemed sufficient and to secure a loan to a Company by a pledge of the interest therein, as well as other property held hereunder. 19 8) To sell or liquidate any interest in a Company on such terms as my Executor and Trustee may deem advisable, and to abandon an interest in a Company if deemed advisable. ITEM IX: Anything in this Will to the contrary notwithstanding, any beneficiary under this Will may, at any time and from time to time, release, renounce, or disclaim, in whole or in part, or otherwise limit any power or interest granted to such beneficiary under this Will, by written instrument, duly signed, acknowledged before a Notary Public and filed with my Executor or with the Trustee of any trust hereunder. Such instrument need not take effect immediately and may be contingent upon the occurrence or non-occurrence of any event. In the event of disclaimer specifically referencinq this Item IX, the gift, bequest or devise that would have been such person's shall pass under the terms of this my Last Will as if said beneficiary had predeceased me. This provision shall receive priority over any other disclaimer provision affecting any beneficiary, including my spouse, where Item IX is identified in the written disclaimer. In addition, my Executrix serving hereunder at any 20 time may in like manner release, renounce or disclaim, in whole or in part, or otherwise limit any power granted to such fiduciary hereunder. ITEM X: All shares of principal and income hereby given shall be free from anticipation, assignment, pledge or obligation of the beneficiaries and any of them, and shall not be subject to any execution, attachment, levy or sequestration or other claims of the creditors of said beneficiaries or any of them. ITEM XI: All federal, state and other death taxes payable because of my death, with respect to the property passlng under this Will, but not otherwise, and forming my gross estate for tax purposes, including any interest or penalty imposed in connection with such tax, shall be paid out of the non-marital residue of my estate, if any. Any such tax, including interest or penalty imposed, due by virtue of taxable property forming my gross estate but not passing under this Will shall be paid directly from such property and shall not be paid out of the marital or charitable deduction share of my estate. It is my specific command and intent herein that no property forming part of the marital or charitable deduction 21 share of my estate be utilized to payor be reduced by any federal estate or Pennsylvania (or other state) inheritance or estate taxes. ITEM XII: I appoint DAUPHIN DEPOSIT BANK & TRUST COMPANY and FREDERICK S. RICE to serve as Co-Trustees of the trusts created by this my Last Will and Testament. Should FREDERICK S. RICE fail to qualify or cease to act as Co- Trustee, DAUPHIN DEPOSIT BANK & TRUST COMPANY shall serve as sole Trustee of the trusts created by this my Last Will and Testament. A majority of my children (one child if only two of my four children are surviving), previously identified, shall have the right to secure on demand the resignation of my corporate Trustee and designate a corporate successor from time to time. ITEM XIII: No Executor, Trustee, or successor to either, serving hereunder at any time shall be required to post bond or enter security in any jurisdiction. ITEM XIV: I appoint my spouse, LILLIAN R. GINANNI, Executrix of this my Last Will. Should my spouse, LILLIAN R. GINANNI, fail to qualify or cease to act as Executrix, I 22 appoint my son, LESTER W. GINANNI, JR., to serve as Executor of this my Last Will. Should my son, LESTER W. GINANNI, JR., fail to qualify or cease to act as Executor, I appoint my daughter, MARY LESLIE GINANNI YEAGER to serve as Executrix of this my Last Will. ITEM XV: As Guardians of any property which passes under my will or outside of my Will to a minor and with respect to which I am authorized to appoint a guardian and have not specifically done so outside of my Will, I appoint my surviving children. Such Guardian(s) shall not be required to post bond or enter security in any jurisdiction and shall have all of the responsibility, authority and discretion herein granted to my Trustee as to property held for minors. ITEM XVI: All references herein to the singular or the masculine shall include the plural or the feminine respectively, where appropriate throughout this my Last Will and Testament. ITEM XVII: I direct my personal representative to employ JOHN W. PURCELL, SR., as attorney for my estate. This provision is made solely at my request and without urging or suggestion by the said JOHN W. PURCELL, SR. 23 IN WITNESS WHEREOF, I have hereunto set my hand and seal , this l '1~ 7i day of D CLn"1 nul , 1997. ~'/ -/ ";;/' ,~/ ~~y~~ LESTER W. GINANNI The preceding instrument, consisting of this and twenty-two other typewritten pages, was, on the date thereof signed, published and declared by LESTER W. GINANNI, the Testator therein named, as and for his Last Will, in the presence of us, who, at his request, in his presence, and in the presence of each other, have subscribed our names as witnesses hereto. 11\ ~~ lMJ11Gl " residing at"Jh~buA9 I !2 OOJlPJfV1CW,/\V'---' residing at NLtchtu'LICJ k'J fff 24 COMMONWEALTH OF PENNSYLVANIA SS COUNTY OF DAUPHIN WE, LESTER W. GINANNI, -JYku~JJC\. L-/t{/ JeI' and Dt1I ~ -; /tI( 0( {Are r- , the Testator and the witnesses, respectively, whose names are signed to the attached or foregoing instrument, being first duly sworn, do hereby declare to the undersigned authority that the Testator signed and executed the instrument as his Last Will, and that he had signed willingly and that he executed it as his free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of the Testator, signed the will as witnesses and that to the best of their knowledge the Testator was at that time eighteen years of age or older, of sound mind and under no constraint or undue influence. .</ / :[<1. ' '-......-/ (.. . . '/ ;; . / ~~~/n~~ LE~TER w. Gi;t;;z~" _) l(VU)Y1~ {_ ,-,~tl'v Wltness i?W;!~(. ~ Witness i I Subscribed, sworn to and W. GIN I, the Te9tator, and me by 0--CNlO\' L l \e( and witnesses, this \~ day of Notarial Seal Cheryl L. DeVere, Notary Public Harrisburg, Dauphin County My Commission Expires May 11, 1998 acknowledged before me by LESTER subscribed and sworn to before DfJvrU; J. Mcturr! (' ,J\., (Q.I"t~ ._' 1997. // ::..-~-- Notary Public CODICIL TO LAST WILL AND TESTAMENT OF LESTER W. GINANNI \.. .j I, LESTER W. GINANNI, of Mechanics burg, Cumberland County, Pennsylvania, declaf.e this to be the Codicil to my Last Will and Testament dated December 18, 1997. I direct that ITEMS XII, XIV, and XVII of my Last Will dated December 18, 1997 shall be amended to read as follows: "ITEM XII: I appoint Manufacturers and Traders Trust Company (M&T Bank) and JOHN W. PURCELL, JR. to serve as Co-Trustee of the Trusts created by this my Last Will and Testament. A majority of my children (one child if only two of my four children are surviving), previously identified, shall have the right to secure on demand the resignation of my corporate Trustee and designate a corporate successor from time to time." "ITEM XIV: I appoint my spouse, LILLIAN R. GINANNI, Executrix of this my Last Will. Should my spouse, LILLIAN R. GINANNI, fail to qualifY or cease to act as Executrix, I appoint my son, LESTER W. GINANNI, JR., to serve as Executor of this my Last Will. "ITEM XVII: I direct my personal representative to employ JOHN W. PURCELL, SR. or JOHN W. PURCELL, JR., as attorneys for my estate. This provision is made solely at my request and without urging or suggestions by the said JOHN W. PURCELL, SR. or JOHN W. PURCELL, JR." In all other respects, I hereby ratify, confirm and republish my Last Will and Testament dated December 18, 1997, as and for my Last Will. h IN WITNESS WHEREOF, I have hereunto set my hand and seal this J.!l day of c)uLf , ,2003. ~~~~<-~ LESTER W. GINANNI This preceding instrument, consisting of these two pages, was on the date thereof signed, published and declared by LESTER W. GINANNI, the Testator therein named, as and for a Codicil to his Last Will dated December 18, 1997, in the presence of us, who, at his request, in his presence, and in the presence of each other, have subscribed our names as witnesses hereto. ~~~~~\.~~~~ V v<\~~,\t ~ Ci l Q. ~~~ /~~. p~ Residing at Residing at COMMONWEALTH OF PENNSYL VANIA COUNTY OF DAUPHIN : SS: WE, LESTER W. GINANNI, and~ CA .l'0~\~ ~ (.5 IJ. AJ C,<J AJ,. , the testator and the witnesses, respectively, whose names are signed to the attached or foregoing instrument, being first duly sworn, do hereby declare to the undersigned authority that the testator signed and executed the instrument as a Codicil to his last Will, and that he had signed willingly that he executed it as his free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of the testator, signed the Will as witnesses and that to the best of their knowledge the testator was at that time eighteen years of age or older, of sound mind and under no constraint or undue influence. ..;;.> /.' ' ~/ ...0 ~ ... ~/~~~~~ Lester W. Ginanni (.... , ~~C\ f"f\ ,~<v-eA.,--, JSS (;LA-.' Q.~ ltness Subscribed, sworn to and acknowledged before me, by LESTER W. GINANNI, the testator, and subscribed and sworn to before me b~,J(,S)\ i'f\~""\.. and ,io ; J A (J .JU~,,-, I witnessed, this ,<<1 +l\ day of ....)'l l.1'i ,2003. Notarial Seal Angela S. Eaton, Notary Public Harrisburg, Dauphin County My Commission Expires Jan. 12, 2004 Member, Pennsylvania Association ot Notaries