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HomeMy WebLinkAbout08-23-07 PETITION FOR PROBATE AND GRANT OF LETTERS REGISTER OF WILLS OF CUMBERLAND COUNTY, PENNSYLVANIA File Number 21-07 - 0 1 ~ K Estate of Ray S Swartz also known as , Deceased Social Security Number 202-20-2414 Ray S Swartz, II Petitioner(s), who is/are 18 years of age or older, apply(ies) for. (COMPLETE 'A' or '8' BELOW) [j A. Probate and Grant of Letters Testamentary and aver that Petitioner(s) is/are the Executor last Will of the Decedent, dated 09/20/2004 and codicil(s) dated named in the 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 instrument(s) offered for probate, was not the victim of a killing and was never adjudicated an incapacitated person: o B. Grant of Letters of Administration app IGa e, en er- eta. Petitioner(s) after a proper search has/have ascertained that Decedent left no Will and was survived by the following spouse (if any) and heirs: (If Administration, c.t.a. or d.b.n.c.t.a., enter date of Will in Section A above and complete list of heirs.) I Name Relationship Residence I - . .- '. --- " (COMPLETE IIV Af-L CASES:) Attach additional sheets if necessary. Decedent was domiciled at.{jeath in Cumberland County, Pennsylvania with his I her last principal residence at 12 Parson;age St;~ewville, S. Middleton Twsp, Cumberland Co., PA 17241 (List street addrElSS_ town/city, '{c!~nship, county, state, zip code) [,.;:cedent, then 79 years of age, died on 08/10/2007 at Carlisle Regional Medical Center Decedent at death owned property with estimated values as follows: (If domiciled in PAl All personal property (If not domiciled in PAl Personal property in Pennsylvania (If not domiciled in PAl Personal property in County Value of real estate in Pennsylvania situated as follows: 30 Big Spring Ave., Newville, PA 17241 Nealy Rd., Newville, PA 17241 $ $ $ $ 800,000.00 200,000.00 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: Ray S Swartz, II Typed or printed name and residence 4236 Cheswick Lane Virginia Beach, VA 23455 Form -0 Rev 10,13.2006 Copyright (c) 2006 form software only The Lackner Group, Inc Page 1 of 2 COMMONWEALTH OF PENNSYLVANIA COUNTY OF Cumberland Oath of Personal Representative } SS } The Petitioner(s) above-named swear(s) or 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 or affirmed and subscribed before me this c;?3H"/ day of ~51ar7 L ,. '(J j .~ Signature of Personal Representative Signature of Personal Representative Fi!e Number: 21-07-/~ ~ Estate of Ray S Swartz , Deceased Social Security Number: 202-20-2414 Date of Death: 08/10/2007 AND NOW, 3 are hereby granted to Ray S Swartz, II ,d.CIJ 7 , in consideration of the foregoing Petition, satisfactory proof Testamentary and that the instrument(s) dated 09/20/2004 in the above estate described in the !2e.tition be admitted to probate and filled of record as the last Will (and Codicil(s)) of Decedent. I_r-) ~ FE~S Letters $ (pW,OOMNO 40.00 15.00 5.00 10.00 Short Certificate~s) "C')'" $ ( j Renunciation(s)"... ............. $ '\utomation Fee $ JCP Fee \J ILL $ TOTAL $ $ $ $ $ $ $ $ 'It.iS .\}\:) ~ IS-uu Form RW-02 Rev. 10-13-2006 litQn (La.J1 ~ I~ ( ~t-~6t:(1 !~e ~ '~'.Z-. -if}' A'om,yS',,,w,, v:::J::~IY ~ \L t,~ Attorney Name Mar elle F. Hazen Supreme Court 10. No.: 68003 Hazen Elder Law Address: 2000 Linglestown Rd. Ste 202 Harrisburg, PA 17110 Telephone: 717 -540-4332 Copynght (c) 2006 form software only The Lackner Group, Inc Page 2 of 2 2f.-07- 07 t g RENUNCIATION REGISTER OF WILLS OF CUMBERLAND COUNTY, PENNSYLVANIA Estate of Ray S Swartz , Deceased I, Betty S. Swartz (Print Name) in my capacity/relationship as Wife of the above Decedent, hereby renounce the right to administer the Estate of the Decedent and respectfully request that Letters be issued to Ray S. Swartz, II (O~ ut.J.f HI 2.11/)1 r- :...J) 12 Parsonage St. (Street Address) :) Newville, PA 17241 (City State, Zip) : -', C_' Executed in Register's Office Sworn to or affirmed and subscribed before me thi!': of day Executed out of Register's Office Before the undersigned personally appeared the party executing this renunciation and certified that he or she executed the renunciation for the purposes stated within on this Obl'Yday of AUf:. usT ,dN)) , ~(V1 17 ' L/!/J / J , ..J.UL.L-L<; f 1/ r I) ~ Notary Public My Commission Expires: I\L-& uST III dO j 0 Deputy for Register of Wills (Signature and seal of Notary or other official qualified to administer oaths. Show date of expiration of Notary's commIssion.) Form RW-06 Rev 10-13-2006 Copyright (c) 2006 form software only The Lackner Group, Inc COMMONWEALTH OF PENNSYLVANIA Notalial Seal Melissa M. Kain, Notary Public Susquehanna Twp,. Dauphin County My Commission Expires Aug. 11,2010 2) - O'l- ell % rr RENUNCIATION REGISTER OF WILLS OF CUMBERLAND COUNTY, PENNSYLVANIA Estate of Ray S Swartz , Deceased I, Stacy S. Temple (Print Name) in my capacity/relationship as Daughter of the above Decedent, hereby renounce the right to administer the Estate of the Decedent and respectfully request that Letters be issued to Ray S. Swartz, " I~~ 1 ~~ t,.}.. 2l1D7 J nG (Signature) ~) c..:) 2505 Lone Pine Point (Street Address) : ) , Virginia Beach, VA 23451 (City, State, Zip) Executed in Register's Office Sworn to or affirmed and subscribed before me this of day Executed out of Register's Office Before the undersigned personally appeared the party executing this renunciation and certified that he or she executed the renunciation for the purposes stated within on this ,!)J::1day of Ii LX:?l}S/ d,CO? "---12Jx~_LLr7 01 I /~1' Notary Public My Commission Expires: Au &(157 / / ;( (', /0 I (Signature and seal of Notary or other official qualified 10 administer oaths Show date of expiration of Notary's commission.) Deputy for Register of Wills Copynght (c) 2006 form software only The Lackner Group, Inc COMMONWEALTH OF PENNSYLVANIA Notarial Seal Melissa M. Kain, Notary Public Susquehanna Twp., Dauphin County My Commission Expires Aug. 11, 2010 Form RW-06 Rev. 10.13.2006 Zt-C/-OI,?t RENUNCIATION REGISTER OF WILLS OF CUMBERLAND COUNTY, PENNSYLVANIA Estate of Ray S Swartz , Deceased I, Tower S. Swartz (Print Name) in my capacity/relationship as Son of the above Decedent, hereby renounce the right to administer the Estate of the Decedent and respectfully request that Letters be issued to Ray S. Swartz, II r (Date) 2. "3.... C) ~ ~ ~ersrf.rtzJ'~) :~-) 30 Big Spring Ave. (Street Address) ~) Newville, PA 17241 (City, State. ZIp) Executed in Register's Office Sworn to or affirmed and subscribed before me thi~ of day Executed out of Register's Office Before the undersigned personally appeared the party executing this renunciation and certified that he or she executed the renunciation for the purposes stated within on this J- 3> day Of(]~ ,d-.oo1. ~k<AL!' a 2J,w./~J Notary P blic My Commission Expires:~'-V-d~ ol.06,f Deputy for Register of Wills (Signature and seal of Notary or other official qualified to administer oaths. Show date of eXpiration of Notary's commission,) NOTARIAl SEAl MARGARET A DARHOWER. NOTARY PUBLIC CARUSLE BORO CUMBERLAND COUNTY PA MY COMMISSION EXPIRES OCTOBER 27 2008 Form RW-06 Rev. 10~13~2006 Copynght (cl 2006 form software only The Lackner Group, Inc LOCAL REGISTRAR'S CERTIFICATION OF DEATH WARNING' It is illegal to duplicate ihi;:, copy by photostat or photograph. p .., ':' '7 /1 r.- 1. -J -r :) 254 I,;i':i~:~"r;;' "":;; /, i',\' \1 J' pt1i' ,\:~\'" ,'4;p- . l.si ~ ~L.~ Ji~"'~.~t: ,,'c"'!,I:,:ti,' ',Iii ;,,' I I, ,\ lit! I~ r-1 \ , ,.,.~ h $ '~L'l'UJ d" t )t lii.'l' ! tll' ikT11 l.. ;< ~.;;,' ..~~ \~' ~ ,,~\\ ~ -<~:"1,~IE~:~~"t'i I ~', ~~~~~UG 11-11,'1 ", ;, \, II; I \ I h"t ! ';i...' i]. ., 1\ l' In'l! ii;, lil I, lied it! 11k' :1" ! 1 4 2007 r-- Lj Hl05-143 REV1112006 TYPE I PRINT IN PERMANENT BLACK INK C:J ( COMMONWEALTH OF PENNSYLVANIA. DEPARTMENT OF HEALTH. VITAL RECORDS CERTIFICATE OF DEATH (See instructions and examples on reverse) 1, Name 01 Decedent (First, middle. lest, suffix) 79Yffi 6. Dale of Binh (MOOlh, day, year) Ba. Place of Death (Check only one) Hospital: Other: Au g 4, 1 928 e wv i 11 e, PaD ,o",lioo' ~R I O"",lioo' 0 OOA 0 N'ffii09 Hom. 0 R"ideo" OOlti", Sp""~, Sd. Facility Name (II not institution, give slreet and number) 9. {~~~~~~t ~~~~~nic Origin? G::No 0 Yes Carlisle Regional Med Center Me,;"o,P""""R;",,o,.",) STATE FILE NUMBER Ra -20 -2414 4. Date 01 Death (Monlt1,day, year) 5. Age (LasI8irthday) Au 10, 2007 8b. Coonly of Death P::li m Did Decedent Uveina Township? 17C. 0 Yes, Decedent lived in 17d. 0 No, Decedent Uved within Actual Umits of Top, Cumbo 11. Decedenfs Usual lion Kind of work done dtJ most 0' IIl'OI'kil Iile. Do r\Ol slale retired KlooofWork Kind of 8usiness I Industry Machinist Tool & Die Co . 16. Decedeot's Ma~ing Address (Streel, city I town, state, zip code) 12 Parsonage St 12. Was Decedent ever In the U.S. Armed Forces? XJy" ON' Decedent's Actual Residence 17a. State 13. Decedent's Education (Specify only highest grade completed) Elementary I Secondary (0.12) College (1-4 0( 5+) 12 3 14. Marital Status: Married, Never Married, Widowed, Divorced (Specify) 18. Father's Name (First, middle, lasl, suffix Ray W. Swqrtz 20a. Informant's Name (Type ( Print) Betty S. 17b.Counly ~llmh Newville City/Born D W ~ " ~ "' ~ 19. Mother's Name (First, middle, maid9f1 sumame) Erma Schaffer 2Ob.lnlormant'sMailjngAddress(S1reet,cilyltown, slate, zip code) 12 Parsonage St newville, Pa 17241 21c. Place 01 Dlsposition (Name of cemetery, crematory or other place) 21d. Location (Cftyllown, state, zip code) . ~ ewville Cern. Newville, Pa 17241 15 BIg SprIng Ave inc 26. Was Case Referred to Medical Examiner I Coroner tor a Reasoo Olher than Cremation or Donation? Oy" [d1'i, e best of my knowledge, death occurred althe "me, date and place stated. (Signature and !ille) hems 24.26musl be completed by person who pronounces death 24. Time of Death 25. Date Pronounced Dead (MonIt1, day, year) 8: 30 P M CAUSE OF DEATH (See Instructions and examples) Ilem 27. Part I: Enter the ~ - diseases, injuries, or complications -that directly caused the death. DO NOT enter lerminal events such as cardiac arrest, respiratory arrest, or ventricular fibrillation wrthoutshowing lt1eeliology. List only one cause on each line ~~~;~s~~~~ J~~I) d~ L',...-t" ,Y>'V\ ..( {v..,L,.l Dueto (or as a consequence o~: <) ..,. 1 1,-,~<:-klJ.-1 Approximate Interval: PBi1IJ: Enter other sianificanl conrlilions contrihutino to dA.'Ith, 28. Dfd Tobacco Use ContribiAe to Dealh? Onset to Dealh but nol resulting in the underlying cause given in Part I. 0 Yes 0 Probably o No 0 Unknown i~L", ('d~ /.1'Jlv' (.1,)1) 29. II Femalll: o Not pregnant within past year o Pregnantaltimeoldealh o Notpregnant.bulpregnantwithin42days oldealh o Notpregnant,bulprBgllant43days!otyear before death o Unknown if pregnant within the pasl year 32c. Place oflrljury: Home, Ferm, S1reel. Factory, Office Building, elc_ (Spedfy) SequentiaBy list cooditions, if any, ~~:~~o J'NeD~~~~~~~~ a. (liseaseormjurylhalinilialedthe events resulling In daalhl LAST. Due to (or as a consequence 00: d, o Homicide o Accident 0 Pending Investigatioo 32d. Time of Injury o Suicide 0 Could Not be Determined M 1d.111H.11IO, 32g,Locationoflnjury(Slreet,city/10Wl1,slate) 3Oa.WasanAutopsy Per/armed? . WereAulopsyFlIldings Available Prior 10 Completion 01 Cause 01 Death? DYes DYes DNa ! :s ~ 338. Certifier (check only one) CertifyIng physician (Physician certifyir;g cause of dealh when anolher physician has prooolJnced deeth and compleled Item 23) To the beslol my knowfedge, dealh occurred due to the cause{s) and manner as statiKL _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 0 Pronouncing and cerllfylng physician (Physician both pronouncing deal/1 and certityir;g 10 cause 01 death) To lhe best 01 my knowledge, dealh OCCUlTed al the lime, date, and place, and due to the cause(s) and manner as stated- _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ ~:~;:~m~~:~;~r:~ and {Of Inveslfgatlon, In my opinion, death occurred althe lime, dale, and place, and due 10 the cause(s) and manner as slateeL D DisposltiOl1 Permit No. LAST WILL AND TESTAMENT OF RAY S. SWARTZ I, RAYS. SWARTZ, of Newville, Cumberland County, Pennsylvania, declare this to be my will, and I revoke all previous wills and codicils that I have made. ARTICLE I Specific Gifts A. I give my tangible personal property (together with any assignable insurance policies thereon), including any household furniture and furnishings, automobiles, books, pictures, jewelry, art objects, hobby equipment and collections, wearing apparel, and other articles of household or personal use or ornament, but excluding coins held for investment and paper currency, to my wife, BETTY S. SW ARTZ("my spouse"), if my spouse survives me, or, if not, to my children who survive me, to be divided as they shall agree or, if they shall fail to agree upon a division within six months after the date of my death, in shares of substantially equal value as my executor shall determine. B. I may leave a memorandum (which is not to be a part of this will) listing some of the items described in paragraph A of this Article that I wish certain persons to have and request (but do not require) that my wishes as set forth in the memorandum be observed. C. All costs of safeguarding, insuring, packing, and storing my tangible personal property before its distribution and of delivering each item to the residence of the beneficiary of that item shall be treated as administration expenses. D. If any child of mine has not reached legal age under the law of the jurisdiction in which the child is domiciled at the time set for distribution under paragraph A of this Article or is otherwise then disabled, then the individual having personal custody of the child (whether or.-.not " court-appointed) shall represent the child in any division of the property. (" :) C'"1 -...; ARTICLE II Gift of Residue Into Trust I give my residuary estate, which shall not include any property over which I have power of appointment, to the trustee appointed under the Trustee Provisions of this will, to be allocated as follows: A. If my spouse survives me, the trustee shall allocate the trust principal so received between the Marital Trust and Family Trust, in the manner provided in a subsequent Article of this instrument; or B. If my spouse does not survive me, the trustee shall allocate the entire trust principal so received to the Family Trust. ARTICLE III Marital Trust The Marital Trust shall be administered as follows: A. Commencing as of my death and during the life of my spouse, the trustee shall distribute to my spouse: 1. The entire net income of the trust; and 2. As much or all of the principal of the trust as the trustee determines from time to time to be required for the health and support of my spouse, without regard to the interest of any other beneficiary. 3. My primary concern during the life of my spouse is for the health and support of my spouse, and the trustee need not consider the interest of any other beneficiary in making distributions to my spouse for those purposes under this paragraph; B. Upon the death of my spouse, the trustee shall: 1. First, unless my spouse directs otherwise by will with specific reference to this provision, pay the estate and inheritance taxes resulting from the trust at my spouse's death, as provided later in this instrument; 2. Next, distribute to anyone or more of my descendants such part or all of the balance of the trust principal as my spouse may appoint by will; and 2 3. Finally, administer the balance of the trust principal as provided in the Family Trust provisions of this instrument. ARTICLE IV Family Trust The Family Trust shall be administered as follows: A. Commencing as of my death and until the division date (defined later in this Article), the trustee shall distribute to my spouse: 1. As much of the net income and principal as the trustee determines from time to time to be required for her respective health, education, maintenance, and support; 2. The trustee shall add any undistributed net income to principal from time to time, as the trustee determines; 3. As much of the principal of the trust as my spouse from time to time may direct in writing, up to the greater of five thousand dollars or five percent of the value of the principal of the trust, determined as of the date my spouse first exercises this power of withdrawal. In each year following the year in which my spouse has completely exhausted this power of withdrawal or any further power of withdrawal hereinafter granted, my spouse shall be granted an identical power to withdraw up to the greater of five thousand dollars or five percent of the value of the trust principal pursuant to the terms of this subparagraph. This right of withdrawal shall expire on the day preceding the date of death of my spouse. 4. My primary concern during the life of my spouse is for the health and support of my spouse, and the trustee need not consider the interest of any other beneficiary in making distributions to my spouse for those purposes under this paragraph; 5. To the extent that the trustee believes it advisable, the trustee shall not distribute principal of the Family Trust to my spouse as long as any principal remains in the Marital Trust; 6. No distribution made under this paragraph to a descendant of mine shall be charged as an advancement; and 3 7. The trustee may make unequal distributions to the beneficiaries or may at any time make a distribution to fewer than all of them, and shall have no duty to equalize those distributions. B. If my spouse survives me, then upon the death of my spouse, the trustee shall distribute to anyone or more of my descendants such part or all of the trust principal then remaining (excluding any portion of the Marital Trust added thereto by reason of a disclaimer by my spouse) as my spouse may appoint by will. Upon the death of the last to die of my spouse and me, the trustee shall distribute the remaining principal of all trusts then held under this instrument which is not otherwise effectively disposed of IN THREE (3) EQUAL SHARES to: my son, RAYS. SWARTZ, II, of Virginia Beach, Virginia, outright; my daughter, STACY S. TEMPLE, of Virginia Beach, Virginia, outright; and my son, TOWER S. SWARTZ, of Newville, Pennsylvania, in trust for his benefit, pursuant to the terms of Article V hereof. However, if a beneficiary in this paragraph does not survive me by thirty (30) days, but leaves descendants who survive me by thirty (30) days, those descendants shall receive, per stirpes, the share the beneficiary would have received had he or she survived me by thirty (30) days. ARTICLE V Trust Terms for TOWER S. SWARTZ In the event that a Trust is created for the benefit of my son, TOWER S. SWARTZ, by or as a result of any part of this Will, the terms and conditions of the Trust for the benefit of TOWER S. SWARTZ shall be as follows: A. To expend and apply so much of the net income and so much of the principal of the Trust as the Trustee shall consider advisable for the support, health, and care of TOWER S. SWARTZ for the remainder of his lifetime. B. An allowance of One Thousand Dollars ($1,000.00) shall be distributed to TOWER S. SWARTZ each month by my trustee. C. In the event of TOWER S. SWARTZ's death, the trust shall terminate, and the remaining income and principal of the trust shall be distributed to TOWER S. SWARTZ's son, COLBY T. SWARTZ, of Newville, Pennsylvania, if he has reached 4 the age of thirty (30) years. In the event COLBY T. SWARTZ has not reached the age of thirty (30) years, then the remaining income and principal of the trust shall be shall be held in trust for the benefit of COLBY T. SWARTZ, and administered according to Articles VI and VII herein. D. No beneficiary or remainderman of this Trust shall have any right to alienate, encumber, or hypothecate his interest in the principal or income of the Trust in any manner, nor shall any interest be subject to claims of his creditors or liable to attachment, execution, or other processes of law. E. In order to carry out the purposes of the Trust established by this Will for the benefit of TOWER S. SWARTZ, the Trustee, in addition to all other powers granted by this Will or by law, shall have the following powers over the Trust estate for the benefit of TOWER S. SWARTZ, subject to any limitations specified elsewhere in this Will: 1. to retain in the form received and/or to sell either at public or private sale, any real estate or personal property except that which I specifically bequeath herein; 2. to manage real estate; 3. to invest and reinvest In all forms of property without being confined to legal investments, and without regard to the principal of diversification; 4. to exerCIse any option or right ansIng from the ownership of investments; 5. to compromise claims without court approval and without consent of any beneficiary; 6. to file fiduciarylincome tax returns and pay the tax due for any year for which such a return is required; 7. to make distributions In cash or In kind, or In both, and to determine the value of any such property; 5 8. to employ any attorney, investment advisor, or other agent deemed necessary by my Executor; to pay from my estate reasonable compensation for all their services; 9. to conduct along with or with others, any business in which I am engaged in or have an interest in at the time of my death; and 10. to receive reasonable compensation in accordance with their standard schedule of fees in effect while their services are performed. ARTICLE VI Ultimate Disposition; Holdback Provisions A. Upon termination of a Trust at the end of its stated term under this instrument, the trustee shall distribute any trust principal not otherwise effectively disposed of by the foregoing provisions of this instrument to those persons who would have been entitled to receive my personal property under the Laws of the Commonwealth of Pennsylvania, in effect on the date hereof, and in the proportions determined under those laws, and I died intestate on the date of such termination, domiciled in the Commonwealth of Pennsylvania, leaving no living spouse or descendent. B. Despite the preceding provisions of this instrument, upon termination of any trust at the end of its stated term under this instrument, the trustee may elect to withhold any principal which is not effectively appointed and is otherwise required to be distributed to a beneficiary who has not reached the age of thirty (30) or is disabled. The trustee shall retain any principal so withheld in a separate trust named for that beneficiary, to be distributed to the beneficiary when he or she reaches the age of thirty (30) years, or if later, upon termination of the disability. Until then, the trustee shall apply as much of the net income and principal of the trust as the trustee determines from time to time to be required for the health, support, and education of that beneficiary, adding any undistributed net income to principal from time to time, as the trustee determines. If the beneficiary for whom the trust is named dies before complete distribution of the trust, the remaining trust principal shall be distributed to that beneficiary's estate. 6 ARTICLE VII Trustee Provisions A. I appoint my wife, BETTY S. SWARTZ, my son, RAYS. SWARTZ, II, and my daughter, STACY S. TEMPLE, as Co-Trustees of the Family Trust and Marital Trust created under this will. B. I appoint my son, RAYS. SWARTZ, II, as trustee of any testamentary trust(s) created in this will for the benefit of my son, TOWER S. SWARTZ. In the event of the renunciation, death, or inability to act, for any reason whatsoever of RAYS. SWARTZ, II, I appoint my daughter, STACY S. TEMPLE, successor trustee of any testamentary trust(s) created in this will for the benefit of my son, TOWER S. SWARTZ. C. I appoint my son, RAYS. SWARTZ, II, as trustee of any testamentary trust(s) created in this will for the benefit of my grandson, COLBY T. SWARTZ. In the event of the renunciation, death, or inability to act, for any reason whatsoever of RAYS. SWARTZ, II, I appoint my daughter, STACY S. TEMPLE, successor trustee of any testamentary trust(s) created in this will for the benefit of my grandson, COLBY T. SWARTZ. D. I appoint my daughter-in-law, LAUREN K. SWARTZ, as trustee of any testamentary trust(s) created in this Will for the benefit of my son, RAYS. SWARTZ, II's children under the age of thirty (30) years. In the event of the renunciation, death, or inability to act, for any reason whatsoever of LAUREN K. SWARTZ, I appoint my daughter, STACY S. TEMPLE, successor trustee of any testamentary trust(s) created in this will for the benefit of my son, RAY S. SWARTZ, II's children under the age of thirty (30) years. E. I appoint my son-in-law, TIMOTHY C. TEMPLE, as trustee of any testamentary trust(s) created in this will for the benefit of my daughter, STACY S. TEMPLE's children under the age of thirty (30) years. In the event of the renunciation, death, or inability to act, for any reason whatsoever of TIMOTHY C. TEMPLE, I appoint my son, RAYS. SWARTZ, II, successor trustee of any testamentary trust(s) created in this will for the benefit of my daughter, STACY S. TEMPLE's children under the age of thirty (30) years. F. Any trustee appointed above shall have the power, without Court approval, to add or remove a successor corporate trustee or co-trustee. 7 G. The Trustee Appointer at any time may appoint anyone or more Qualified Appointees as additional or successor trustees; provided, however, that no more than three trustees shall act with respect to any trust at one time. Any appointment of an additional or successor trustee hereunder shall be in writing, may be made to become effective at any time or upon any event, may be for a specified period or indefinitely, may be for limited or general purposes and responsibilities, and may be single, joint or successive, all as specified in the instrument of appointment. The Trustee Appointer may revoke any such appointment before it is accepted by the appointee. An appointment may be revoked by a subsequent Trustee Appointer unless the instrument of appointment specifies otherwise. In the event that two or more instruments of appointment or revocation by the same Trustee Appointer exist and are inconsistent, the latest by date shall control. The Trustee Appointer shall act only in a fiduciary capacity in the best interests of all trust beneficiaries. For purposes of this paragraph: 1. The Trustee Appointer means my spouse, if not disabled, otherwise my son, RAYS. SWARTZ, II and/or my daughter, STACY S. TEMPLE, not disabled, otherwise the beneficiaries to whom the current trust income mayor must then be distributed; and 2. A Qualified Appointee means any person (other than a descendant of mine) who has attained the age of twenty-five years, or any bank or trust company, within or outside the Commonwealth of Pennsylvania; provided, however, that only one bank or trust company shall act as a trustee of any trust at one time. R. The trustee shall render a current annual account to each income and vested principal beneficiary who so requests in writing each year. The Trustee Appointer may, without liability, approve the accounts of the trustee at any time by written instrument, with the same effect as if the accounts had been approved by a court having jurisdiction of the subject matter and of all necessary parties; except that if any person would thereby approve his or her own accounts, then the trustee's accounts can be approved only by those individuals who would be Trustee Appointer if that person were then deceased. 1. Any trustee may resign at any time by giving prior written notice to the Trustee Appointer, and if a successor trustee is not appointed within a reasonable time after the trustee's resignation, the resigning trustee may deposit the trust property with the court having jurisdiction 8 over the administration of the trust. All trusts created under this instrument need not have or continue to have the same trustee. The provisions of this instrument that relate to the trustee shall be separately applicable to each trust held hereunder. While two or more trustees are acting, the following provisions shall apply where the context admits: 1. The corporate trustee, if any, shall have custody of the trust property and of the books and records of the trustees; 2. With respect to any matter as to which two or more trustees have joint authority, a trustee, by written notice, may temporarily delegate any or all of that trustee's rights, powers, duties, and discretion as trustee to any other trustee sharing that authority, with the consent of the latter; 3. The trustees may establish bank and brokerage accounts and may authorize that checks or drafts may be drawn on, or withdrawal made from, any such account on the individual signature of any trustee; 4. Any trustee alone may perform on behalf of the trustees all acts necessary for the acquisition, sale and transfer of personal and real property, including the giving of directions and the signing and endorsing of checks and other negotiable instruments, stock and bond certificates and powers, deeds of real estate and related transfer documents, applications, tax forms and other forms or documents; and no person dealing with the trustees need inquire into the propriety of any such act if such trustee certifies in writing to that person that the trustees have approved that act; 5. A trustee shall be presumed to have approved a proposed act or decision to refrain from acting if that trustee fails to indicate approval or disapproval thereof within fifteen days after a written request for approval, and a trustee shall not be required to continue to make a proposal which has been disapproved on at least two occasions if that trustee has informed each disapproving co-trustee that continued disapproval will be assumed until notice to the contrary has been received; and 6. The trustees may execute documents by jointly signing one document or separately signing concurrent counterpart documents. 9 1. Unless specifically provided otherwise, at any time when more than one person is designated to act in the same fiduciary capacity, the action or decision of a majority in number shall control; and a person who does not vote or does not concur in any vote shall not be liable for any act or failure to act of the others. K. If any individual entitled to act under the preceding provisions of this Article is then disabled and such disability does not otherwise disqualify that individual from acting, the lawful guardian of that individual may sign the instrument of appointment or approval on his or her behalf. L. If any corporate trustee designated to act or at any time acting hereunder is merged with or transfers substantially all of its assets to another corporation, or is in any other manner reorganized or reincorporated, the resulting or transferee corporation shall become trustee in place of its predecessor. M. Any person designated to act in a fiduciary capacity may release or renounce any or all powers granted hereunder at any time by written instrument filed with the trust records, and, if so specified, that release or renunciation shall bind all successors acting in that fiduciary capacity. Except as otherwise provided in the preceding sentence, the incumbent trustee shall have all of the title, powers, and discretion granted to the original trustee, without court order or act of transfer. No successor trustee shall be personally liable for any act or failure to act of a predecessor trustee. ARTICLE VIII Marital and Family Trust Formulas A. If my spouse survives me, the trustee shall allocate, as of the date of my death, from the trust principal to the Marital Trust the smallest pecuniary amount necessary to produce the least federal estate tax payable by reason of my death, taking into account the federal credit for state death taxes only to the extent that state taxes paid are not thereby increased. The trustee shall allocate to the Family Trust any part of the trust principal not allocated to the Marital Trust (including any part of the Marital Trust effectively disclaimed by my spouse). B. For purposes of determining the pecuniary amount to be allocated to the Marital Trust, I direct that: 10 1. Adjustments shall not be made between income and principal or in determining the pecuniary amount to compensate for the effects of tax elections made by my executor or the trustee; 2. None of the provisions of this Article, including for example the use of the term "smallest," shall be construed as requiring any particular exercise or nonexercise of tax elections, regardless of their effect on the determination of the pecuniary amount; and 3. The pecuniary amount shall be determined assuming a federal estate tax marital deduction is allowed for property allocated to the Marital Trust, and shall be diminished if and to the extent required later in this Article. C. For purposes of funding the Marital Trust: 1. Property allocated in kind shall be valued at its fair market value on the date of its allocation; 2. The trustee shall allocate to the Marital Trust only property with respect to which the federal estate tax marital deduction would be allowable, if distributed outright to my spouse; and 3. Except to the extent other available assets are inadequate, the trustee shall not allocate property which represents the right to income in respect of a decedent under Section 691 of the Code. D. My executor may elect to have a specific portion or all of the Marital Trust (referred to as the "marital portion") treated as qualified terminable interest property for federal estate tax purposes. If an election is made as to less than all of the Marital Trust, the specific portion shall be expressed as a fraction, and the value of the marital portion at any time may be determined by multiplying the value of the Marital Trust at that time by the fraction then in effect. The trustee shall charge each discretionary distribution of principal from the Marital Trust to my spouse first against the marital portion, until exhaustion of the marital portion, by adjusting the fraction, first by restating it so that the numerator and denominator are the values of the marital portion and of the Marital Trust, respectively, immediately before the distribution, and then by subtracting the amount of the distribution from each of the numerator and denominator, except that the numerator shall not be reduced below zero. Alternatively, the trustee, as of the date of my death, may: 11 1. Divide the Marital Trust into separate trusts, representing the fractional portions for which a qualified terminable interest property election was and was not made, and administer them as separate trusts hereunder (but subject to a common set of provisions); or 2. Allocate the fractional portion for which a qualified terminable interest property election was not made to the Family Trust, to be administered as a part thereof; and such allocation shall not otherwise affect the determination of the pecuniary amount initially allocated to the Marital Trust under this Article; provided, however, that no trustee who is also a beneficiary hereunder shall participate in exercising the allocation power under this subparagraph, and if no trustee who would qualify to exercise that power is then acting, then the Trustee Appointer may appoint a Qualified Appointee who is not such a beneficiary as a special trustee, whose authority shall be limited to exercising that power. E. The trustee's payment of estate and inheritance taxes attributable to the Marital Trust at my spouse's death, if any, shall only be charged against the marital portion or the separate trust representing the marital portion. Notwithstanding any other provision of this instrument, the estate and inheritance taxes incurred by reason of my death that are attributable to the portion of the Marital Trust for which a qualified terminable interest property election was not made (the "nonmarital portion"), if any, shall be charged to the maximum extent possible against the Family Trust created under this instrument, and if that trust is insufficient for any reason, any excess shall be charged against the nonmarital portion or the separate trust representing the nonmarital portion. F. I intend that the Marital Trust shall be eligible for the federal estate tax marital deduction in my estate, and the provisions of this instrument shall be construed liberally to achieve my intent. No right, power or discretion granted to the trustee or any other person by this instrument or by law shall be exercisable, if at all, in a manner that would cause that trust not to be eligible for the federal estate tax marital deduction. ARTICLE IX GST Administrative Provisions A. Notwithstanding any other provision of this instrument: 12 1. If a trust created under this instrument (the "original trust") would otherwise be partially exempt from federal generation-skipping tax after the intended allocation of a GST exemption to it, then, before such intended allocation and as of the relevant valuation date under Section 2642 of the Code with respect to such allocation, the trustee may (but need not) create instead two separate trusts of equal or unequal value which shall be funded fractionally out of the available property, and which shall be identical in all other respects to the original trust, so that the allocation of GST exemption can be made to one trust which will be entirely exempt from federal generation-skipping tax. The two trusts created under this subparagraph (i) shall have the same name as the original trust except that the trust to which the GST exemption is allocated shall have the phrase "GST exempt" added to its name, and (ii) are sometimes referred to herein as "related." As used in this instrument, the "GST exemption" means the exemption from federal generation-skipping tax allowed under Section 2631 of the Code. 2. If property which is held in, or is to be added or allocated to, a trust pursuant to this instrument is subject to different treatment for any reason for purposes of the federal generation-skipping tax than other property being added or allocated to, or also held in, that trust, then the trustee may (but need not) hold such property instead as a separate trust that is appropriately designated to distinguish it from the trust to which the property otherwise would have been allocated, but that is identical in all other respects to that trust. The identical trusts resulting from application of this subparagraph are also sometimes referred to herein as "related." 3. It is my intent that the trustee shall not be required to create or administer a trust hereunder that is only partially exempt from federal generation-skipping tax, or to commingle property subject to different treatment for federal generation-skipping tax purposes whether because the transferors with respect to the property are assigned to different generations or otherwise. The provisions of this paragraph A are intended to enable the trustee to avoid such situations by empowering the trustee to segregate trust property (i) that is entirely exempt from federal generation-skipping tax from trust property that is not exempt, or (ii) that is otherwise treated differently from other trust property for 13 purposes of the federal generation-skipping tax, and the provisions of this paragraph A should be applied in a manner consistent with this intention. B. To the extent it is consistent with the trustee's fiduciary obligations, the trustee, in making discretionary distributions of net income and principal from the related trusts referred to earlier in this Article, shall take advantage of the opportunities provided by the creation of such related trusts to avoid or delay federal generation-skipping tax when making discretionary distributions, to pursue different investment strategies for those trusts, if appropriate, and to maximize the amount of trust property that eventually may be distributed to my grandchildren or more remote descendants without transfer tax of any kind at the termination of all trusts created under this instrument. C. The trustee may at any time merge and consolidate any related trusts under this instrument and thereafter administer them as a single trust hereunder if the trustee determines that maintaining the trusts as separate entities will not serve to minimize federal generation-skipping taxes. D. No trustee who is also a beneficiary hereunder on or after the division date shall participate III exercising discretion under this Article to create separate trusts, to merge and consolidate trusts, or to allocate GST exempt and non-exempt property among trusts, and if no trustee who would qualify to exercise those discretions is then acting, then the Trustee Appointer shall appoint a Qualified Appointee who is not such a beneficiary as a special trustee, whose authority shall be limited to exercising those discretions. ARTICLE X Financial Powers A. In addition to all powers granted by law, the trustee shall have the following powers with respect to each trust held under this instrument, exercisable in the discretion of the trustee: 1. To retain for any period, without liability for loss or depreciation in value, any property transferred to the trustee, or partnership or limited liability company interests of any kind, even though the trustee could not properly purchase the property as a trust investment and though its retention might violate principals of investment diversification; 14 2. To sell at public or private sale, wholly or partly for cash or on credit, contract to sell, grant or exercise options to buy, convey, transfer, exchange, or lease (for a term within or extending beyond the term of the trust) any trust property, and to partition, dedicate, grant easements in or over, subdivide, improve, and remodel, repair, or raze improvements on any real property of the trust, and in general to deal otherwise with the trust property in such manner, for such prices, and on such terms and conditions as any individual might do as outright owner of the property; 3. To borrow money at interest rates then prevailing from any individual, bank, or other source, whether or not the lender is then acting as a trustee, and to create security interests in the trust property; 4. To invest in interest bearing deposit accounts, mutual funds, bonds, common or preferred stocks (except shares of the corporate trustee or its successors), notes, real estate mortgages, common trust funds, shares of regulated investment companies, including regulated investment companies of which the corporate trustee or its parent or affiliate acts as sponsor, manager, investment advisor, custodian, or in any other capacity, interests in limited liability companies, partnership interests of any kind, currencies, or other securities or property, including partial interests in any securities or other property, such as life estate, term or remainder interests, and to hold funds in non-interest bearing deposit accounts pending investment or disbursement thereof, in each case without being limited by any statute or rule of law governing trust investments; and any such deposit accounts may be held at any bank, including the trustee or any bank affiliated with the trustee; 5. To allocate, divide, and distribute trust property in cash or in kind, or partly in each, and to value any such property for those purposes; and to allocate different kinds or disproportionate shares of property or undivided interests in property among the beneficiaries or separate trusts, without liability for, or obligation to make compensating adjustments by reason of, disproportionate allocations of unrealized gain for federal income tax purposes; and, in funding any fractional shares created hereunder in kind, to allocate that property in entire or disproportionate shares, as the trustee determines to be in the best interests of the beneficiaries, without compensating adjustments; 15 6. To make such elections and allocations under the tax laws permitted to be made by the trustee as the trustee considers advisable (whether or not the election or allocation relates to the trust property), without regard to, or adjustments between, principal and income or the relative interests of the beneficiaries; 7 . To exercise in person or by general or limited proxy all voting and other rights, powers, and privileges and to take all steps to realize all benefits with respect to stocks or other securities; and to enter into or oppose, alone or with others, voting trusts, mergers, consolidations, foreclosures, liquidations, reorganizations, or other changes in the financial structure of any business entity; 8. To cause any trust property to be held, without disclosure of any fiduciary relationship, in the name of the trustee, in the name of a nominee, or in unregistered form; 9. To pay all expenses incurred in the administration of the trust, including reasonable compensation to any trustee for actual services rendered, and to employ or appoint and pay reasonable compensation to accountants, depositaries, investment counsel, attorneys, attorneys-in-fact, and agents (in each case with or without discretionary powers); 10. To deal with the fiduciary or fiduciaries of any other trust or estate, even though a trustee is also a fiduciary of the other trust or estate; 11. To compromise or abandon any claim in favor of or against the trust; 12. To lend money to the representative of my estate or my spouse's estate, and to purchase property from the representative of either estate and retain it for any period, without liability for loss or depreciation in value, and notwithstanding any risk, lack of productivity, or lack of diversification; 13. To commingle for investment purposes the trust property with the property of any other trust held hereunder, allocating to each trust an undivided interest in the commingled property; 14. To merge at any time after the death of the last to die of my spouse and me all the trust property with the property of any other trust created by my spouse or me during life or by will, and held by the same trustee for the benefit of the same beneficiaries and upon substantially the same terms and conditions as those set forth herein, and, at the 16 trustee's discretion, either administer the merged assets as a single trust hereunder or transfer the trust property to that other trust, to be administered under the instrument governing that other trust, and thereafter terminate the trust hereunder as a separate entity; 15. To receive additional property from my spouse or from any other person except a beneficiary of the trust by lifetime or testamentary transfer or otherwise, if the trustee consents in writing; 16. To refuse to accept property as a trust asset from any person or entity for any reason, and this power shall not be limited by any of the other powers of the trustee; 17. To execute instruments of any kind, including instruments containing covenants and warranties binding upon and creating a charge against the trust property and containing provisions excluding personal liability; 18. To deal with matters involving the actual or threatened contamination of trust property (including interests in sole proprietorships, partnerships, limited liability companies or corporations and any assets owned by such business entities) by hazardous substances, or involving compliance with environmental laws, including power: (a) To inspect and monitor any such property periodically, as it deems necessary, to determine compliance with any environmental law affecting such property; (b ) To respond (or take any other action necessary to prevent, abate or "clean up") as it shall deem necessary, prior to or after the initiation of enforcement action by any governmental body, to any actual or threatened violation of any environmental law affecting any of such property and to any potential contamination of trust property, whether or not required by law; (c) To refuse to accept property as a trust asset if it determines that such property is contaminated by any hazardous substance or that such property is being used or has been used for any activities directly or indirectly involving hazardous substances which could result in liability to the trust or otherwise impair the value of trust assets, to require as a prerequisite to accepting property as a trust asset that the donor warrant that such property has not been contaminated by any hazardous 17 substance and is not and has not been used for any activities directly or indirectly involving hazardous substances which could result in liability to the trust or otherwise impair the value of trust assets, and to refuse to accept such property as a trust asset until receiving from the donor an indemnification agreement in which the donor agrees to indemnify the trustee against any claims filed against the trustee as an "owner" or "operator" under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as from time to time amended, or any regulation thereunder, or any other environmental law; (d) To settle or compromise at any time any claim against the trust related to any such matter asserted by any governmental body or private party; (e) To disclaim any power which it determines may cause it to incur personal liability as a result of such matters, whether such power is set forth in this instrument, incorporated by reference herein, or granted or implied by any statute or rule of law; (t) To decline to serve as trustee or, having undertaken to serve, resign at any time it believes there is or may be a conflict between it in its fiduciary capacity and in its individual capacity because of potential claims or liabilities which might be asserted against the trust because of the type or condition of trust assets; (g) To carry at the expense of the trust estate insurance of such kinds and in such amounts as the trustee deems advisable to protect the trust assets and the trustee against any claims filed against the trust or against the trustee personally under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as from time to time amended, or any regulation thereunder, or any other environmental law; (h) To waive or forbear to sue on any default in the performance of any covenant or condition of or payment due under any mortgage, deed of trust, or lease or in the performance of any guarantee or to enforce any such default in such manner and to such extent as the trustee determines to be advisable; to exercise and 18 enforce and to forbear to exercise and enforce in any action, suit or proceeding at law or in equity any rights or remedies, including foreclosure, in respect of any mortgage, deed of trust, lease or guarantee held hereunder, and at any foreclosure to purchase the real property covered by any mortgage or deed of trust; and to retain any real property received on any foreclosure; and (i) To charge all expenses and costs incurred by the trustee pursuant to the authority granted under this subparagraph against income or principal as the trustee shall determine; and 19. To perform all other acts necessary for the proper management, investment, and distribution of the trust property. B. The trustee(s) hereunder shall not use the proceeds of any Individual Retirement Account(s) for the payment of estate expenses or debts. C. The powers granted in this Article may be exercised even after termination of all trusts hereunder until actual distribution of all trust principal, but not beyond the period permitted by any applicable rule of law relating to perpetuities. D. To the extent that such requirements can legally be waived, no trustee hereunder shall ever be required to give bond or security as trustee, or to qualify before, be appointed by, or account to any court, or to obtain the order or approval of any court respecting the exercise of any power or discretion granted in this instrument. E. The trustee's exercise or nonexercise of powers and discretions in good faith shall be conclusive on all persons. No person paying money or delivering property to any trustee hereunder shall be required or privileged to see to its application. The certificate of the trustee that the trustee is acting in compliance with this instrument shall fully protect all persons dealing with a trustee. F. Notwithstanding any other provision of this instrument, the trustee of the Marital Trust (i) shall make any unproductive property productive, or shall convert it into productive property, within a reasonable time following a written direction from my spouse, and (ii) shall not commingle for investment purposes the trust property with the property of any other trust held hereunder. 19 G. The compensation of a corporate trustee shall be in accordance with its published schedule of fees as in effect at the time the services are rendered. I also acknowledge that this compensation may be based on a percentage of income and/or principal, and I hereby approve that the corporate trustee's compensation be based on a standard that is partly or entirely independent from a standard of time expended. Except with respect to the Marital Trust, such compensation may be charged to principal or to income or partly to each in the discretion of the corporate trustee. H. The trustee shall not be personally liable to any beneficiary or other party interested in the trust, or to any third parties, for any claim against the trust for the diminution in value of trust property resulting from matters involving hazardous substances, including any reporting of or response to (1) the contamination of trust property by hazardous substances, or (2) violations of any environmental laws related to the trust; provided that the trustee shall not be excused from liability for its own negligence in administration of the trust property or wrongful or willful acts. 1. Notwithstanding any contrary provision of this instrument, the trustee may withhold a distribution to a beneficiary from a trust hereunder until receiving from the beneficiary an indemnification agreement in which the beneficiary agrees to indemnify the trustee against any claims filed against the trustee as an "owner" or "operator" under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as from time to time amended, or any regulation thereunder, or any other environmental law; provided further that the trustee may not take any action under this paragraph which would in any way jeopardize any federal or state marital deduction for property passing at my death. ARTICLE XI Administrative Powers and Rules The provisions of this Article shall apply to each trust held under this instrument: A. If a beneficiary eligible to receive income or principal distributions is disabled at the time of distribution, then the trustee may, without further responsibility, either (i) make those distributions to the beneficiary directly, to a lawful guardian of the beneficiary, or to a qualified individual or trust company designated by the trustee as custodian for that beneficiary under an 20 applicable Uniform Transfers to Minors Act or similar law, or (ii) expend that distributable property for the benefit of the beneficiary in such manner as the trustee considers advisable. Determinations made by the trustee under this paragraph in good faith shall be conclusive on all persons. B. Income distributions required hereunder shall be made in quarterly or monthly installments, as the trustee determines. Except as otherwise provided in this instrument, all net income accrued or undistributed at the termination of any interest shall be treated as if it had accrued or been received immediately after that termination. C. In determining whether to make discretionary distributions of net income or principal to a beneficiary, the trustee may consider such circumstances and factors as the trustee believes are relevant, including the other income and assets known to the trustee to be available to that beneficiary and the advisability of supplementing such income or assets, and the tax consequences of any such distribution. As used throughout this instrument: 1. The term "support" means support in reasonable comfort; 2. The term "education" includes, but is not limited to, the expenses of private schooling at the elementary and secondary school level, college, graduate and professional schools, and specialized or vocational training; and 3. The term "health" shall be construed liberally to include all forms of mental or physical health care, including, but not limited to, nursing home or other extended care. D. Notwithstanding any other provision of this instrument, I hereby limit the general discretionary powers of the trustee so that (i) no trustee shall participate in any decision that would cause any portion of the trust to be includable in the estate of the trustee for federal estate tax purposes as a result of Sections 2041 and 2514 of the Code, and (ii) no trustee may use trust income or principal to discharge the legal obligation of that trustee individually to support or educate a beneficiary hereunder. E. To the fullest extent permitted by law, (i) no power of appointment shall be subject to involuntary exercise, and (ii) no interest of any beneficiary shall be subject to anticipation, to claims for alimony, maintenance, or support, to voluntary transfer without the written consent of the trustee, or to involuntary transfer in any event. 21 F. The trustee shall distribute any trust principal or net income as to which a power of appointment is exercised to the designated appointee or appointees (whether living at the time of exercise or thereafter born) upon such conditions and estates, in such manner (in trust or otherwise), with such powers, in such amounts or proportions, and at such time or times (but not beyond the period permitted by any applicable rule of law relating to perpetuities) as the holder of the power may specify in the instrument exercising the power. To be effective, the exercise of any power of appointment granted hereunder shall make specific reference to the provision creating the power. In determining whether a testamentary power of appointment has been exercised, the trustee, without liability, may rely on a will admitted to probate in any jurisdiction as the will of the holder of the power or may assume the holder left no will in the absence of actual knowledge of one within three months after the holder's death. G. The trustee(s) hereunder shall not use the proceeds of any Individual Retirement Account(s) for the payment of estate expenses or debts. H. If at any time after my death the trustee (other than my spouse) shall determine that the trust is no longer economical to administer consistent with my intent (in light of the value of the trust property, the number and location of beneficiaries, changes in the law, or other factors that justify its termination, taking into account the relative benefits and burdens of continuing the trust), the trustee, without further responsibility, may (but need not) distribute the remaining trust principal to the beneficiary for whom the trust is named, or, (i) in the case of the Marital Trust, to my spouse, and (ii) in the case of the Family Trust, to my spouse, if then living, or, ifnot, IN THREE (3) EQUAL SHARES to: my son, RAY S. SWARTZ, II, of Virginia Beach, Virginia, outright; my daughter, STACY S. TEMPLE, of Virginia Beach, Virginia, outright; and my son, TOWER S. SWARTZ, of Newville, Pennsylvania, in trust for his benefit, pursuant to the terms of Article V hereof. However, if a beneficiary in this paragraph does not survive me by thirty (30) days, but leaves descendants who survive me by thirty (30) days, those descendants shall receive, per stirpes, the share the beneficiary would have received had he or she survived me by thirty (30) days. 22 ARTICLE XII Payment of Taxes and Expenses A. My executor shall pay from my residuary estate all estate and inheritance taxes (including any interest and penalties) and all administration expenses, payable in any jurisdiction by reason of my death, whether or not the assets generating those taxes and expenses pass under this will. The preceding items shall be charged generally against the principal of my residuary estate, without apportionment, except that property allocated to the Marital Trust hereunder shall not be used to pay the preceding items, unless all other assets constituting my residuary estate have been exhausted. I waive any right of reimbursement for, recovery of, or contribution toward the payment of those taxes, except that, to the maximum extent permitted by law, my executor shall seek reimbursement for, recovery of, or contribution toward the payment of estate taxes attributable to property which is included in my gross estate under Section 2036, 2041 or 2044 of the Code, and which taxes are not otherwise paid or payable. Any generation-skipping tax resulting from a transfer occurring under this will shall be charged to the property constituting the transfer in the manner provided by applicable law. B. Upon the death of my spouse, unless my spouse has otherwise directed by will as provided earlier in this instrument, the trustee shall pay from the Marital Trust the amount by which the estate and inheritance taxes (including any interest and penalties) payable in any jurisdiction by reason of my spouse's death shall be increased as a result of the inclusion of any part of the Marital Trust in my spouse's gross estate for such tax purposes, and without reimbursement, recovery or contribution from any person, which amount shall be certified in writing by the executor of my spouse's estate. The amount so payable may be paid either directly or to that executor, as the trustee determines. ARTICLE XIII Executor Nomination and Powers I name my wife, BETTY S. SWARTZ as executrix of this will. In the event BETTY S. SWARTZ is unable or unwilling to serve, then I appoint my son, RAY S. SWARTZ, II, and my daughter, STACY S. TEMPLE, as co-executors of this will with all powers of the first named executrix. 23 B. I direct that my executrix and successor co-executors should not be required to post bond or security. C. I give my executrix or successor co-executors, wherever acting: 1. All the same powers and discretion with respect to my estate during administration that are given to the trustee under the preceding provisions of this instrument (including the power to sell real or personal property at public or private sale for any purpose and to hold title to property in the name of a nominee); 2. Power to disclaim, in whole or in part, any property or interest therein which passed to me or which was created for my benefit, for any reason, including, but not limited to, a concern that such property could cause potential liability under any federal, state or local environmental law; and 3. Power to distribute to the beneficiary of a trust under this will any property or portion thereof given to the trustee of that trust if, pursuant to the terms of that trust, the property would immediately be subject to final distribution directly to the beneficiary with no discretion in the trustee to withhold it (because of age or disability), and the receipt of the beneficiary shall discharge my executor. D. The powers granted to my executrix or successor co-executors hereunder shall be in addition to all other powers granted by law and shall be exercisable in the discretion of my executor and without court order. If, under applicable state law, administration of my estate may be conducted without court supervision and approval of accounts, then my executor shall so administer my estate. No executor shall be required to furnish bond or security. E. My executrix or successor co-executors shall make such elections and allocations under the tax laws as my Executrix or successor co-executors consider advisable (whether or not the election or allocation relates to property passing under this will), without regard to, or adjustments between, principal and income or the relative interests of the beneficiaries. Any decision to exercise tax elections or make allocations hereunder shall be made by my domiciliary executor, if any, in preference to any ancillary executor, and shall be binding and conclusive on all persons. 24 F. If any portion of my estate is distributable to a beneficiary who is then under the age of twenty-one years, my executor may distribute that beneficiary's share, without further responsibility, either directly to that beneficiary, to a qualified individual or trust company designated by my executor as custodian for that beneficiary under an applicable Uniform Transfers to Minors Act or similar law, or to the individual having personal custody of that beneficiary (whether or not court-appointed), and the receipt of the distributee shall discharge my executor. G. No executor shall be personally liable to any beneficiary or other party interested in my estate or to any third parties, for any claim against my estate for the diminution in value of estate property resulting from matters involving hazardous substances, including any reporting of or response to (i) the contamination of estate property by hazardous substances, or (ii) violations of any environmental laws related to my estate; provided that my executor shall not be excused from liability for its own negligence in administration of the estate property or wrongful or willful acts. H. To the maximum extent permitted by law, the executor may withhold a distribution to a beneficiary hereunder until receiving from the beneficiary an indemnification agreement in which the beneficiary agrees to indemnify the executor against any claims filed against the executor as an "owner" or "operator" under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as from time to time amended, or any regulation thereunder, or any other environmental law; provided further that the executor may not take any action under this paragraph which would in any way jeopardize any federal or state marital deduction for property passing at my death. I. The compensation of a corporate executor shall be in accordance with its published schedule of fees as in effect at the time the services are rendered. I also acknowledge that this compensation may be based on a percentage of income and/or principal, and I hereby approve that the corporate executor's compensation be based on a standard that is partly or entirely independent from a standard of time expended. ARTICLE XIV Interpretive Rules For all purposes of this instrument: 25 A. If my spouse and I die under circumstances that do not permit a determination of the actual sequence of our deaths, my spouse shall be treated as having survived me. R In determining who is a descendant of mine or of any other person: 1. Legal adoption before the adopted person reached the age of twenty-one years, but not thereafter, shall be equivalent to blood relationship; and 2. A person born out of lawful wedlock and those claiming through that person shall be deemed to be descendants of (i) the natural mother and her ancestors, and (ii) if the natural father acknowledges paternity, the natural father and his ancestors, in each case unless a decree of adoption terminates such natural parent's parental rights. C. Whenever reference is made to the descendants, "~ stirpes," of a person, representation shall be calculated from the generation of that person's children, whether or not a child of that person in fact is living at the time of calculation. D. A person shall be considered "disabled" if a minor, if under legal disability, or if in any condition (whether temporary or permanent) which substantially impairs that person's ability to transact ordinary business. E. The term "trustee" and any pronoun referring to that term designate the trustee or trustees at any time acting hereunder, regardless of number. F. The term "lawful guardian" means successively III the order named, (i) the court-appointed guardian of the estate, (ii) either parent, or (iii) the individual having personal custody (whether or not court-appointed) where no guardian of the estate has been appointed. G. The term "Code" means the Internal Revenue Code of 1986, as from time to time amended. H. The term "hazardous substance(s)" means any substance defined as hazardous or toxic or otherwise regulated by any federal, state or locallaw(s), rule(s) or regulation(s) relating to the protection of the environment or human health ("environmentallaw(s)"). I. All provisions of this instrument relating to the trusts created hereunder shall be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania. 26 J. The term "executor" means any court -appointed fiduciary or fiduciaries of my estate from time to time qualified and acting in any jurisdiction. K. I intend that no child born to or adopted by me before or after the date of this will shall be entitled to receive any greater portion of my estate than that portion, if any, which is provided herein. IN WITNESS WHEREOF, I, RAY S. SWARTZ, hereby set my hand to this my Last Will and Testament, on _5 r /', .2.-- 0; L..C) 0 t.J.. ,2004, at Harrisburg, Pennsylvania. ~dp-~ RA S. ARTZ '-'" In our presence, the above-named RAYS. SWARTZ signed this and declared this to be his Last Will and now at his request, in his presence, and in the presence of each other, we sign as witnesses. 6~~ ~ J! "I r: ; r ' (' i ,. " (~(I.J, 7 . </iHLlfJ;l{/ \'-j/ Address B-.e:co L\ v\S lQS40wVl r2e~ jt-3~ H~s, ff9 I 71 ( 6 )r)(J://); K{C;/lJ)Jj{ 72'/, ,S,/f. q)~.,~.!JJ9/7/IO u 27 I, RAY S. SWARTZ, Testator, who signed the foregoing instrument, having been duly qualified according to law, acknowledge that I signed and executed this instrument as my Will, and that I signed it willingly as my free and voluntary act for the purposes therein expressed. Sworn to or affirmed and acknowledged before me by RAY S. SWARTZ, the Testator, on 5: 01-. (.Q 0 , 2004. .. ~v~il1l:t~ Notary Pu ic J ~eI~W- '. '. SWARTZ Notarial Seal Marlelle F. Hazen, Notary Public City of Harrisburg, Dauphin County My Commission Expires Sept. 23, 2006 We, the undersigned witnesses who signed the foregoing instrument, being duly qualified according to law, depose and say that we were present and saw the Testator sign and execute this instrument as his Will; that he signed and executed it willingly as his free and voluntary act for the purposes therein expressed; that each of us in his sight and hearing signed the Will as witnesses, and that to the best of our knowledge, that he was at that time eighteen (18) years or more of age, of sound mind, and under no constraint or undue influence. Sworn to or affirmed and subscribed to before me byr~ ~b~ a~d"j)~,'(l0L ~ ,ifJ~~, wItnesses, on ----':':/' ~'- , 2004. ~~~ ;r..../_. . s) i 1u~()~ il ,cU!Jjj}(cYt- ( Itn ss ~ ./#~/ '-'Notary Publi -... Notarial Seal . \ Marielle F 1!a;:Cll, Notary public." C. f' l-I.arrisbUl<' Dauphltl Coun,,, ny 0 . c" 23 2(J()') J My Commission EXI)l[e~ ' ' 28