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HomeMy WebLinkAbout10-19-07 PETITION FOR PROBATE and G~NT OF LETTERS Estate of Walter T. Morrison No. '-07 -Qg5D also known as To: Register of Wills for the , Deceased. County of Cumberland in the Social Security No. 189-36-7261 Commonwealth of Pennsylvania The petition of the undersigned respectfully represents that: Your petitioner(s), who is/are 18 years of age or older and the execut rix named in the last will of the above decedent, dated June 28. 2006 and codicil(s) dated (state relevant circumstances, e.g. renunciation, death of executor, etc.) Decedent was domiciled at death in Cumberland County, Pennsylvania, with h is last family or principal residence at 510 Partridge Court. Mechanicsbura. Pennsvlvania 17050 (list street, number and municipality) Decedent, then 59 years of age, died 8/27/2007 at Harrisbura Hosoital. South Front Street. Harrisbura. Pennsvlvania Except as follows, decedent did not marry, was not divorced and did not have a child born or adopted after execution of the will offered for probate; was not the victim of a killing and was never adjudicated incompetent: 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 situated as follows: $ $ $ $ 10.000.00 WHEREFORE, petitioner(s) respectfully request(s) the probate of the last will and codicil(s) presented herewith and the grant of letters testamentary thereon. (testamentary; administration c.I.a.; administration d.b.n.c.t.a.) ~J~P~ Jul P. Morrrson 510 Partridge Court Mechanicsbura PA 17050 ~ '" or ~ <; "" 'Ci) ,-, 0) '" iX'l::' 0) ""c: c: 0 to''::: ~.- .~~ ........ .a 0 "" c: bl) Vi c.r.. 0(/).-4 --G r,' H ~ F-< p... ...... H ~ ~ ~ ~~fc.r..88 ~~~~~~ O~;~Z--G ~~gd;j~ 001' ~ES ~~~i OATH OF PERSONAL REPRESENTATIVE COMMONWEALTH OF PENNSYLVANIA } 55 COUNTY OF Cumberland 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 ofpetitioner(s) and that as personal represen- tative(s) of the above decedent petitioner(s) will well and truly administer estate according to law. D subscribed { day of Register ~ V) riQ' :::s g. ~ ~ No. ~ I ~ Dl- qS-O Estate of Walter T. Morrison , Deceased DECREE OF PROBATE AND GRANT OF LETTERS AND NOW OC.-1uho /\.... dd. !1(Y) -, , in consideration of the petition on the reverse side hereof, satisfactory proof having been presented before me, IT IS DECREED that the instrument(s) dated 6/28/2006 described therein be admitted to probate and filed of record as the last will of Walter T. Morrison and Letters T estamentarv are hereby granted to Julie P. Morrison FEES Probate, Letters, Etc.. . . . . . . . $ 45 ,{ ~") Short Certificates ( }...... $ 1...\. 00 ~.W\\\. .. .. . .. $ IS"'.CJ::> Jc..P . IQ. uu . ~t/l~ 6,()C) TOTAL _ $1<1.60 Filed. . .19.1 ?-~...JL.0?:1. . . . . . . . . . . . , HL111M- '4r4" t~ (J1w~r R'g""" of Will, ~~ ~.~ Amy M. Moya, Esq. :ro 91402 ATTORNEY (Sup. Ct. LD. No.) 4811 Jonestown Road, Ste 226 Harrisbura PA 17109 ADDRESS 717-652-7323 PHONE RECORDED OFFICE OF REGISTER OF WILLS 2007 OCT 19 PM 3:31 \ CLERK OF iY ORPHANS' COURT .'""(\ CUJ'vlliERL\ND CO., PA I(il/I'~ . LOCAL REGISTRAR'S CERTIFICATION OF DEATH WARNING: It is illegal to duplicate this copy by photostat or photograph. Fee for this certificate, $6.00 P 13822866 Certification Number Hl05.143 REV t112006 TYPE / PRINT IN PERMANENT BlACK INK This is to certify that the information here given is correctly copied from an original Certificate of Death duly filed with me as Local Registrar. The original certificate will be forwarded to the State Vital Records Office for permanent filing. -/.........~,~lQ'M ~lyl!d1 \:cal Registrar . . Date Issued ' RECORDED OFFICE OF REGISTER OF WILLS 2007 OCT 19 PM 3:31~. . CLERK OF . ORPI-L-\NS' COURT CUMBERLAND CO., PA COMMONWEALTH OF PENNSYLVANIA. DEPARTMENT OF HEALTH. VITAL RECORDS CERTIFICATE OF DEATH (See Instructions and examples on reverse) 5 Age (lasl Birthday) 1, Name of Decedenl (FirSl, middle, lasl, suffix) Walter T. Morrison 6, Dale of DiM (Month, de , 7.~j and.....or 59 October 17,1947 v" Sb. County of Death Dauphin 8d FaciiIy Name I' noI"""",", jjve..... and.......) Harrisburg Hospital 11 Decedent's Usual Occ 'lion Kind 01 work dooe Kind of Wul1I Cheif Auditor Iile, Do not Slaltfebr 12. Wa$ Oecederd ever in lhe U.S. Atmed Forces? DVe, 5iIto> Ileceder(, AclualResidence 17a, Slale 13. llecedenr, EdrJce"'"ISpedly only higlles'!18do_ed) Elementaly I Socoodruy 10-121 CoIege (1-4 Of 5+1 12 4 . 16. Decedent', MWlg Address (S1teel, city flown, stale, zip code) 510 Partridge Court Mechanicsburg, PA 17050 PA Cumberland 170 Counly 19. UoIher's Name (Fil'st, midtIe, maiden 1UITIIA'le) Vera McGoff 18 Falhe(s Name (Flfst. middle, last, sultix) Vern Morrison 201. Inlormant's Name (Tw>e / Prim) 14.......SIa.."_,__, WIdowed, -($J>ocI)I Married Oid_ Uveina Township? 17e, jiI Yes, OecedenIlivecl i1 17dtJ No,_"""_ _UolIiIscl Twp. ClOy/Bore Julie Morrison 20>. blbmant'MailngAddr'" ISIt.... ciIy/_ -,zipoodol 510 Partridge Court Mechanlcsburg, PA 17050 21d. lor:IlionIClOy/_,_, zip_) Schaefferstown, Pa. 17088 21c. PlaceclOisposilion IName 01 cemelery,_"'_"""I Conolite Crematory August 30. 2007 22<:. Name "" Address cI F_ Myers Funeral Home, Inc. 37 East Main Street Mechanlc.burg, PA 17055 ~ => ~ ;J, I ApprOJ;imale interval: : QnsellO Death , . , , . . . . , , , . . , , ~ ~J=~~ldlSO::;' (:.\c.,e<.,;,> Due to (01' as a cons enee of): b N oiI-v * cu ~Q ,..., ~t... Due 10 (or l a consequence 01): . ~_L.J~ft'AI- 'lA. Olltllu(Uf'''.WII'I9I/IIFlIUilUl, ~ t ~ ~ SequeoIiallyllslcoodillons,ilany, leacinQ 10 !he cause ~'led OflW a Enwt ta UNDERlVING CAUSE L~~~II:;;~~~YIIU:~.rU16 d. 30a Was an Autopsy PerkllTned1 JOb .... Aulopsy F_ AvailablePnorloCompletian 01 Cause of Oealh? 31. Manner of Death I'.8.NaI"''' 0-.... DAccidenl DPendinglrwe:.1igalion OS,.... 0 Could Not be Delennined M 321.'T'~_I'*"Y(SpscilyI DD""'/()pe<ala DPassenger DpodesInan """'.SpsciIy' D. 5qlalure and Tille of Certifier )/e:: o Ves f/J No Dves DNa 32d. TIIl1e of Injuty 33a CeltifIer (ctIeci only one) ~:::rJ::==='::'L1e~~;W)e~:~I:=n:~~~_~~~~~e~~~___.._..___________ 0 "'" ~=:':~:~~~=~ti:'~~::;:~~~~~~~~= mannef II stllecL_............ __ __...... ___ 0 ~':'''ba~::~o;:. and / Of Inveiligatlon, In my opinion, duth occurred at the lime, date, and piace, and due to the cauM(a) and manner .. IwtecL 0 tz ~ ~ I 35Re . I ~ I I I,:} I t IrQ I ZIlI.icanso_ 230. _ S918d (MonlIl, day,_1 26. Was Case Aliened to Medic8I Elaminer / Coronec lor a Reason Ottler flan tf9fMlion 01 00naIi0n? Yes 0 No Patlll: En&ef oIher sianificanI CMdiIionI t'tV'IIIihooMftlD daMh, buI nal resulling in h undIltying cause """ in Pad I 211 Did Tcmcco Use CooIrlbule" 0e0Ill? DYes DP"*"*'1 o No 0 '"*'- 29, . Female O"""'__pasl,ear o P_allmeol....~ o Not prOf#lOOl, but pr~"'1 4:1 cW'll oI....~ LJ Nul pl1lV"lI1I1.1I111 p18l1'." 4J diI'lIlu I yveI -- 0"""-.__........... 320. ==:.'is.:::;;; _,F~ ~L..-.c1In;oy(_cily/....,_1 .. "-', ,. 'I"-"'~~.~~" .......,...._--. .....;'.-.~..~~!!'~"fIliIlII 't1,~ ""'''''''''!!!t~!I~'I!!'-~L~~I''''1'! 1l1l~1I'l11.'~ ""'~~I,,,!""__"""_,~"'"'' Last Will and Testament of Walter T. Morrison I, Walter T. Morrison, a resident of Mechanicsburg, Cumberland County, Pennsylvania, revoke any prior wills and codicils made by me and declare this to be my Last Will and Testament. Article One Family Information I am married to Julie P. Morrison. We were married on October 28, 1972. Any reference in my will to my wife is to Julie P. Morrison. I have two children. Their names and dates of birth are: Nicole D. Smith, born on February 12, 1975 Erik M. Morrison, born on January 31, 1978 All references to my children in my will are to these children. References to my descendants are to my children and their descendants. Article Two Specific and General Gifts Section 2.01 Disposition of Tangible Personal Property I give all my tangible personal property, together with any insurance policies covering such property and claims under such policies in accordance with a "Memorandum for Distribution of Personal Property" or other similar writing directing the disposition of such property, which shall be dated and signed by me. Page 1 RECORDED OFFICE OF REGISTER OF \VILLS 2007 OCT 19 PM 3:31 ; CLERK OF ORPHANS' COURT CUlvIBERLAND CO., PA Section 2.05 Nomination of Substitute Custodian I nominate Nicole Smith as Substitute Custodian for all Uniform Transfer to Minor's Act accounts for which I am acting as Custodian. I also nominate Nicole Smith as Owner of any 529 college savings accounts or plans for which I am the owner. If Nicole Smith is for any reason unable to serve, I nominate Mark Smith as Substitute Custodian and Owner. Article Three My Residuary Estate Section 3.01 Definition of My Residuary Estate All the remainder of my estate, including property referred to above that is not effectively disposed of, shall be referred to in my will as my "residuary estate." Section 3.02 Disposition of My Residuary Estate If my wife predeceases me, my residuary estate shall be administered as provided in Article Five entitled "Distribution to My Beneficiaries." If my wife survives me, I give my residuary estate to my wife. Section 3.03 Disposition Upon Disclaimer by My Wife My wife shall have the right within the time and in the manner provided by law to disclaim her right to receive a specific portion or all of the property passing to or for her benefit under my will. If my wife disclaims any portion of the property that would otherwise be allocated to her, my Executor shall allocate the disclaimed property to the Non-Marital Share and the Non-Marital Share shall be administered as provided in Article Four entitled "the Family Trust." Ifmy wife disclaims any interest she has in any portion of the Family Trust, my Executor shall dispose of the disclaimed interest under the provisions of my will as though she had predeceased me. Article Four The Family Trust My Trustee shall hold and administer the Non-Marital Share in trust as provided in this Article. The trust will be referred to as the "Family Trust." Page 3 Section 4.01 Family Trust Beneficiary My wife shall be the only beneficiary of the Family Trust during her lifetime. Section 4.02 Distribution of Income My Trustee shall distribute all of the net income of the Family Trust to my wife at least quarter-annually during her lifetime. Section 4.03 Distribution of Principal My Trustee shall distribute to my wife as much principal of the Family Trust as my Trustee determines is necessary or advisable for her health, education, maintenance and support. Section 4.04 Guidelines to My Trustee In making discretionary distributions under this Article, my Trustee should bear in mind that my primary concern and objective is to provide for the well-being of my wife and the preservation of principal is not as important as the accomplishment of this objective. Section 4.05 Termination of the Family Trust The Family Trust shall terminate upon the death of my wife. My Trustee shall administer the balance or remainder of the Family Trust as provided in Article Five entitled "Distribution to My Beneficiaries." Article Five Distribution to My Beneficiaries Upon the death of the survivor of my wife and me, the Distribution to My Beneficiaries shall be administered under the terms of this Article. Section 5.01 Division of Remaining Trust Property My Executor or my Trustee, as the case may be, shall divide all property allocated to this Article into shares as follows: Page 4 Name Relationship Share Nicole D. Smith Daughter 50% Erik M. Morrison Son 50% Each beneficiary's share shall be administered as provided in the Sections that follow. Section 5.02 Distribution of the Share for Nicole D. Smith The share set aside for Nicole D. Smith shall be distributed to her outright. If Nicole D. Smith is deceased, her share shall be distributed per stirpes to her living descendants or, if none, pro rata to the other beneficiaries named in this Article. If there are no other named beneficiaries her share shall be administered as provided in Article Six entitled "Remote Contingent Distribution." Section 5.03 Distribution of the Share for Erik M. Morrison My Trustee shall administer the share set aside for Erik M. Morrison in trust as provided in this Section. (a) Distributions of Net Income At least quarter-annually, my Trustee shall distribute to Erik M. Morrison all of the net income of his trust. (b) Distributions of Principal My Trustee shall distribute to Erik M. Morrison as much of the principal of his trust as my Trustee determines is necessary or advisable for his health, education, maintenance and support. (c) Guidelines for Discretionary Distributions In making discretionary distributions to Erik M. Morrison, it is my desire to provide for his well-being and happiness. Although I request that my Trustee consider the other known resources available to Erik M. Morrison before making distributions, I also request that my Trustee be liberal in making any distributions to, or for his benefit. I acknowledge that the principal of the trust established for Erik M. Morrison may be exhausted in making such distributions. (d) Right to Withdraw Principal At the intervals set forth below, Erik M. Morrison may withdraw from his trust, at any time or times, amounts not to exceed in the aggregate: Page 5 50% of the accumulated trust income and principal, upon the funding of the trust created for Erik M. Morrison; and All or any portion of the accumulated trust income and principal, 3 years after funding of the trust created for Erik M. Morrison. These withdrawal rights are cumulative and the amount of each successive withdrawal right shall be added to any then existing withdrawal right. The amount of each withdrawal right shall be determined by applying the applicable fraction to the trust's principal and accumulated income as of the date Erik M. Morrison first has the right to exercise the withdrawal right. Erik M. Morrison may exercise this right at any time by delivering written notice to my Trustee, setting forth the amount he desires to withdraw. Upon receiving a notice, my Trustee shall convey and deliver to Erik M. Morrison, free of trust, the amount requested in the notice. This right of withdrawal is a privilege that may be exercised only by Erik M. Morrison and shall not be subject to the claims of any creditor or to legal process and may not be voluntarily or involuntarily alienated or encumbered. This provision shall not limit the exercise of any power of appointment Erik M. Morrison may have. (e) Distribution Upon the Death of Erik M. Morrison If Erik M. Morrison should die after the establishment of his trust, but before the complete distribution of his trust, my Trustee shall distribute the remaining trust property per stirpes to the descendants of Erik M. Morrison. If Erik M. Morrison has no living descendants, my Trustee shall distribute the balance of the trust property per stirpes to my descendants. If I have no living descendants, my Trustee shall distribute the balance of the trust property as provided in Article Six. (f) Distribution if Erik M. Morrison is Deceased If Erik M. Morrison should die before the establishment of his trust, my Trustee shall distribute Erik M. Morrison's share per stirpes to his living descendants or, if none, pro rata to the other beneficiaries named in this Article. If there are no other named beneficiaries my Trustee shall distribute the remaining property under the terms of Article Six. Page 6 Article Six Remote Contingent Distribution If, at any time, there is no person or entity qualified to receive final distribution of my probate or trust estate or any part of it, then the portion of my probate or trust estate with respect to which the failure of qualified recipients has occurred shall be distributed to those persons who would inherit it had I then died intestate owning the property, as determined and in the proportions provided by the laws of Pennsylvania then in effect. Article Seven Designation of Fiduciaries Section 7.01 Executor I name my wife as my Executor. If Julie P. Morrison fails or ceases to act as my Executor, I name Nicole D. Smith as my Executor. Section 7.02 My Trustee I appoint my wife as my Trustee to serve as Trustee of any trusts created under my will. If Julie P. Morrison fails or ceases to act as Trustee, I appoint Nicole D. Smith as my Trustee. Article Eight Trust Administration Provisions The provisions of this Article pertain to any trust created under my will. Section 8.01 No Court Proceedings Any trust created under my will shall be administered expeditiously, consistent with the provisions of my will, free of judicial intervention, and without order, approval or action of any court. A trust shall be subject to the jurisdiction of a court only if my Trustee or another interested party institutes a legal proceeding. A proceeding to seek instructions or a court determination shall be initiated in the court having original jurisdiction over Page 7 matters relating to the construction and administration of trusts. Seeking instructions or a court determination shall not subject a trust to the continuing jurisdiction of the court. Section 8.02 Resignation of a Trustee A Trustee may resign by giving notice to the income beneficiaries of the trust and to any other Trustee then serving. Section 8.03 Removal of a Trustee No Trustee can be removed by any beneficiary, except for cause, which removal must be approved by a court of competent jurisdiction upon the petition of any beneficiary. In no event shall the court petitioned to approve the removal of a Trustee acquire any jurisdiction over the trust except to the extent necessary to approve or disapprove removal of a Trustee. If a beneficiary is a minor or is incapacitated, the parent or legal representative of the beneficiary may act on behalf of the beneficiary. Section 8.04 Default of Designation If the office of Trustee of a trust created under my will is vacant and no designated successor Trustee is able and willing to act as Trustee, my wife shall appoint an individual or corporate fiduciary as successor Trustee. If my wife is unable or unwilling to act, a majority of the income beneficiaries of the trust shall appoint an individual or corporate fiduciary as successor Trustee. Any beneficiary may petition a court of competent jurisdiction to appoint a successor Trustee to fill any vacancy remaining unfilled after a period of 30 days. By making such appointment, the court shall not thereby acquire any jurisdiction over the trust, except to the extent necessary for making the appointment. If a beneficiary is a minor or is incapacitated, the parent or legal representative of the beneficiary may act on behalf of the beneficiary. Section 8.05 Notice of Removal and Appointment Notice of removal shall be in writing and shall be delivered to the Trustee being removed and to any other Trustees then serving. The notice of removal shall be effective in accordance with its provisions. Notice of appointment shall be in writing and shall be delivered to the successor Trustee and any other Trustees then serving. The appointment shall become effective at the time of acceptance by the successor Trustee. A copy of the notice shall be attached to my will. Page 8 Section 8.06 Appointment of a Cotrustee Any individual Trustee may appoint an individual or a corporate fiduciary as a Cotrustee. A Cotrustee so named shall serve only as long as the Trustee who appointed the Cotrustee (or, if the Cotrustee was named by more than one Trustee acting together, by the last to serve of those Trustees) serves, and that Cotrustee shall not become a successor Trustee upon the death, resignation, or incapacity of the Trustee who appointed the Cotrustee, unless so appointed under the terms of my will. The Trustee appointing a Cotrustee may revoke the appointment at any time with or without cause. Section 8.07 Corporate Fiduciaries Any corporate fiduciary serving as a fiduciary under my will must be a bank, trust company, or public charity that is qualified to act as a fiduciary under applicable federal and state law and that is not related or subordinate to any beneficiary within the meaning of Section 672( c) of the Internal Revenue Code. Section 8.08 Incapacity of a Trustee If any individual Trustee becomes incapacitated, it shall not be necessary for the incapacitated Trustee to resign as Trustee. A written declaration of incapacity by the Cotrustee, if any, or, if none, by the party designated to succeed the incapacitated Trustee, if made in good faith, will terminate the trusteeship. Section 8.09 Appointment of Independent Special Trustee If for any reason the Trustee of any trust created under my will is unwilling or unable to act with respect to any trust property or any provision of my will, the Trustee shall appoint, in writing, a corporate fiduciary or an individual to serve as an Independent Special Trustee as to such property or with respect to such provision. The Independent Special Trustee appointed shall not be related or subordinate to any beneficiary of the trust within the meaning of Section 672( c) of the Internal Revenue Code. The Trustee may revoke the appointment at will. An Independent Special Trustee shall exercise all fiduciary powers granted by my will unless expressly limited elsewhere in my will or by the Trustee in the instrument appointing the Independent Special Trustee. An Independent Special Trustee may resign at any time by delivering written notice of resignation to the Trustee. Notice of resignation shall be effective in accordance with the terms of the notice. Section 8.10 Majority Action of Trustees If two Trustees are eligible to act with respect to a given matter, the concurrence of both shall be required for action to be taken; if more than two Trustees are eligible to act with respect to a given matter, the concurrence of a majority of my Trustees shall be required for action to be taken. Page 9 A nonconcurring Trustee may dissent or abstain from a decision of the majority. A Trustee shall be absolved from personal liability by registering its dissent or abstention in the records of the trust. After doing so, the dissenting Trustee shall then act with my other Trustees in any way necessary or appropriate to effectuate the decision of the majority. Notwithstanding any provision of my will to the contrary, a Trustee may disclaim or release, in whole or in part, by an instrument in writing, any power it holds as Trustee, irrevocably or for any period of time that the Trustee may specify. The Trustee may make the relinquishment of a power personal to the Trustee or may relinquish the power for all subsequent Trustees. Section 8.11 Disclaimer by Beneficiary Serving as Trustee Notwithstanding any provision of my will to the contrary, any beneficiary serving as a Trustee may disclaim or release, in whole or in part, by an instrument in writing, any power such beneficiary holds as Trustee, irrevocably or for such period of time as such Trustee may specify, without affecting the continuance of the power in any other Trustee. Section 8.12 Exoneration of My Trustee My Trustee is not obligated to examine the accounts, records or actions of any previous fiduciary. My Trustee shall in no way or manner be responsible for any act or omission to act on the part of any previous fiduciary. Unless my Trustee has received notice of removal, my Trustee shall not be liable to any beneficiary for the consequences of any action taken by my Trustee that would have been, but for the prior removal of my Trustee, a proper exercise by my Trustee of the authority granted to my Trustee under my will. My Trustee may request and obtain from the beneficiaries or from their legal representatives, agreements in writing releasing my Trustee from any liability that may have arisen from my Trustee's acts or omissions to act and indemnifying my Trustee from liability for the acts or omissions. An agreement described in this paragraph, if acquired from all the living beneficiaries of my will or from their legal representatives, shall be conclusive and binding upon all parties, born or unborn, who may have, or may in the future acquire, an interest in my will. My Trustee may require a refunding agreement before making any distribution or allocation of the income or principal of a trust created under my will and may withhold distribution or allocation pending determination or release of a tax lien or other lien. This refunding agreement provision shall not apply to any distribution that qualifies for the federal estate tax unlimited marital deduction or the federal estate tax charitable deduction. Page 10 Section 8.13 Benefits Payable to My Trustee My Trustee may exercise any right to determine the manner and timing of payment (by lump sum or otherwise) of any benefits or assets payable by reason of my death to my Trustee or to any trust created under my will. This includes, but is not limited to, such benefits under life insurance policies, employee benefit plans, retirement plans or other contracts, plans or arrangements providing for payment or transfer at death to such trust. My Trustee shall not be liable to any beneficiary for the death benefit election selected. My Trustee shall not be obligated to undertake litigation for collection of any benefits or assets payable to such trust unless it is indemnified to its satisfaction against any liability and expense of such litigation. Persons or entities dealing in good faith with my Trustee shall not be required to see to the proper application of proceeds delivered to my Trustee, or to inquire into any provision of my will. Payment to my Trustee and the receipt of or release by my Trustee shall fully discharge the person or entity making such payment. Notwithstanding anything in my will to the contrary, no benefits or assets payable by reason of my death to my Trustee or to any trust created under my will shall be subject to the claims against my estate, nor shall such benefits be subject to the control of my Executor nor be included in the property administered as a part of my probate estate. Section 8.14 Certificate by Trustee A written statement of the Trustee of any trust established under my will at any time as to any facts relative to the trust may always be relied upon and shall always be conclusive evidence in favor of any transfer agent and any other person dealing in good faith with the Trustee in reliance upon such statement. Section 8.15 Funeral and Other Expenses of Beneficiary Upon the death of an income beneficiary of a trust created under my will, my Trustee may pay the funeral expenses, burial or cremation expenses, enforceable debts and other expenses incurred due to the death of the beneficiary from trust property. This Section shall only apply to the extent the income beneficiary has not exercised any testamentary power of appointment granted to him under my will. My Trustee may rely upon any request by the personal representative or members of the family of the deceased beneficiary for payment without verifying the validity or the amounts and without being required to see to the application of the amounts so paid. My Trustee may make decisions under this Section without regard to any limitation on payment of expenses imposed by statute or rule of court and may be made without obtaining the approval of any court having jurisdiction over the administration of the deceased beneficiary's estate. Page 11 Section 8.16 Trust Accounting Except to the extent required by law, my Trustees shall not be required to file annual accounts with any court or court official in any jurisdiction. Upon the written request of a beneficiary, my Trustee shall render an accounting at least annually to the income beneficiaries of the trust during the accounting period that includes the date of the written request. The accounting shall include the receipts, disbursements, and distributions occurring during the accounting period and a balance sheet of the trust property if no tax return is filed, or may consist just of the tax return for the accounting period if a tax return is filed for the trust. In the absence of fraud or manifest error, the assent by all income beneficiaries to an accounting of an Independent Trustee shall make the matters disclosed in the accounting binding and conclusive upon all persons, both those in existence on the date of my death and those to be born in the future who have, or will in the future have, a vested or contingent interest in the trust property. In the case of a minor or incapacitated beneficiary, that beneficiary's natural guardian or legal representative shall give the assent required under this Section. The failure of any person to object to any accounting by giving written notice to my Trustee within 60 days of the person's receipt of a copy of the accounting shall be deemed to be an assent by such person. The trust's financial records and documentation shall be available at reasonable times and upon reasonable notice for inspection by trust beneficiaries and their representatives. My Trustee shall not be required to furnish trust information regarding my trust to any individual, corporation, or other entity that is not a beneficiary or the representative of a beneficiary, and is not requesting the information pursuant to a valid court order. Section 8.17 Authority to Terminate Trusts If, at any time, my Trustee, other than an Interested Trustee , in its sole and absolute discretion, determines that a trust created under my will is no longer economical or is otherwise inadvisable to administer as a trust, or if my Trustee, other than an Interested Trustee, deems it to be in the best interest of my beneficiaries, my Trustee, without further responsibility, may terminate the trust and distribute the trust property, including any undistributed net income, in the following order of priority: To my wife, if then a beneficiary of the trust; If my wife is not then a beneficiary of the trust, to the beneficiaries then entitled to mandatory distributions of net income of the trust and in the same proportions; and If none of the beneficiaries are entitled to mandatory distributions of net income, to the beneficiaries then eligible to receive discretionary Page 12 distributions of net income of the trust, in such amounts and shares as my Trustee, other than an Interested Trustee, may determine. Section 8.18 Marital Deduction Qualification I intend that the marital gift as described in Article Three of my will qualify for the federal estate tax marital deduction, and the provisions of my will shall be construed to reflect this intent. To the extent that giving effect to a provision of my will would result in the marital gift not qualifying for the federal estate tax unlimited marital deduction, that provision shall be ineffective. Article Nine General Administrative Provisions The provisions of this Article apply to my probate estate and to any trust created under my will. Section 9.01 No Bond No Fiduciary shall be required to furnish any bond for the faithful performance of the Fiduciary's duties. If a bond is required by any law or rule of court, no surety shall be required on such bond. Section 9.02 Fiduciary Compensation An individual serving as my Fiduciary, other than my wife, shall be entitled to fair and reasonable compensation for the services rendered as a fiduciary. A corporate fiduciary shall be compensated by agreement with an individual Fiduciary or, in the absence of an individual Fiduciary or in the absence of an agreement, in accordance with the corporate fiduciary's published schedule of fees in effect at the time the services are rendered. In addition to receiving compensation, my Fiduciary may be reimbursed for reasonable costs and expenses incurred in carrying out its duties under my will. Section 9.03 Employment of Professionals My Fiduciary may appoint, employ and remove, at any time and from time to time, investment advisors, accountants, auditors, depositories, custodians, brokers, consultants, attorneys, expert advisers, agents, and employees to advise or assist the Fiduciary in the performance of its duties. My Fiduciary may act upon the recommendations of the persons or entities employed with or without independent investigation. Page 13 My Fiduciary may reasonably compensate an individual or entity employed to assist or advise my Fiduciary regardless of whether the person or entity shall be a fiduciary under my will or a corporate affiliate of a fiduciary and regardless of whether the entity shall be one in which a fiduciary is a partner, member, stockholder, officer, director or corporate affiliate or has any other interest. My Fiduciary may pay the usual compensation for services contracted for under this Section out of principal or income of the trust as my Fiduciary may deem advisable. My Fiduciary may pay compensation to an individual or entity employed to assist or advise my Fiduciary without diminution of or charging the same against the compensation to which the fiduciary is entitled under my will. Any fiduciary who shall be a partner, stockholder, officer, director or corporate affiliate in any entity employed to assist or advise my Fiduciary shall nonetheless receive the fiduciary's share of the compensation paid to the entity. Section 9.04 Exercise of Testamentary Power of Appointment A testamentary power of appointment granted under my will may be exercised by valid will, valid revocable living trust or by any other written instrument that specifically refers to the power of appointment. The holder of a testamentary power of appointment may exercise the power to appoint property among the permissible appointees in equal or unequal proportions, and on such terms and conditions, whether outright or in trust, as the holder of the power designates. The holder of a testamentary power of appointment may grant further powers of appointment to any person to whom principal may be appointed, including a presently exercisable limited or general power of appointment. My Trustee may conclusively presume that any power of appointment granted to any beneficiary of a trust created under my will has not been exercised by the beneficiary if my Trustee has no knowledge of the existence of a valid will, valid revocable living trust or by any other written instrument exercising the power within 3 months after the beneficiary's death. Section 9.05 Determination of Principal and Income The Pennsylvania Uniform Principal and Income Act shall govern beneficiaries' rights among themselves in matters concerning principal and income. If the Pennsylvania Uniform Principal and Income Act contains no provision concerning a particular item, my Fiduciary shall determine in a fair, equitable and practical manner what shall be credited, charged, and apportioned between principal and income. Section 9.06 Spendthrift Provision Neither the income nor the principal of any trust established under my will shall be assigned, anticipated or alienated in any manner by any beneficiary, nor shall it be subject to attachment, bankruptcy proceedings or any other legal process, or to the interference or control of creditors or others. Page 14 Nothing contained in this Section shall restrict in any way the exercise of any power of appointment granted in my will. Section 9.07 Distributions to Incapacitated Persons and Persons Under Twenty-One Years of Age If my Fiduciary is directed to distribute any share of my probate estate or trust principal to a beneficiary, other than my wife, who is under the age of21 years or is in the opinion of my Fiduciary, under any form of incapacity that renders the beneficiary unable to administer distributions properly when the distribution is to be made, and if no other trust is then to be held under my will for the beneficiary's primary benefit, my Fiduciary may, as Trustee, in my Fiduciary's discretion, continue to hold the beneficiary's share as a separate trust until the beneficiary reaches the age of 21 or overcomes the incapacity. When the beneficiary reaches the age of 21 or overcomes the incapacity, my Fiduciary shall distribute the beneficiary's trust to him or her, outright free of trust. While any trust is being held under this Section, the Trustee shall pay to the beneficiary for whom the trust is held such amounts of the net income and principal as the fiduciary determines to be necessary or advisable for the beneficiary's health, education, maintenance and support. Upon the death of the beneficiary before that time, the Trustee shall distribute the trust, including any accrued and undistributed income, to the beneficiary's then living descendants, per stirpes, or, if none, to my then living descendants, per stirpes. If I have no then living descendants the property shall be distributed under the provisions of Article Six entitled "Remote Contingent Distribution." Section 9.08 Maximum Term for Trusts Notwithstanding any other provision of my will to the contrary, unless terminated earlier under other provisions of my will, each trust created under my will shall terminate 21 years after the last to die of the descendants of my maternal and paternal grandparents and the descendants of my wife's maternal and paternal grandparents who are living at the time of my death. At that time, the remaining trust property shall vest in and be distributed to the persons entitled to receive mandatory distributions of net income of the trust and in the same proportions. If no beneficiary is entitled to mandatory distributions of net income, the remaining trust property shall vest in and be distributed to the beneficiaries entitled to receive discretionary distributions of net income of the trust, in equal shares per stirpes. Section 9.09 Representative of a Beneficiary The guardian of the person of a beneficiary may act for such beneficiary for all purposes under my will or may receive information on behalf of such beneficiary. Page 15 Section 9.10 Distributions to Beneficiaries Whenever my will authorizes or directs my Fiduciary to make a distribution of net income or principal to a beneficiary, my Fiduciary may apply for the benefit of the beneficiary any property that otherwise could be distributed directly to the beneficiary. My Fiduciary shall have no responsibility to inquire into the beneficiary's ultimate disposition of the distributed property unless specifically directed otherwise by my will. My Fiduciary may make distributions in cash or in kind, or partly in each, in proportions and at values determined by my Fiduciary. My Fiduciary may allocate undivided interests in specific assets to a beneficiary or trust in any proportion or manner that my Fiduciary determines, even though the property allocated to one beneficiary may be different from that allocated to another beneficiary. My Fiduciary may make these determinations without regard to the income tax attributes of the property and without the consent of any beneficiary. Section 9.11 Ancillary Administration In the event ancillary administration shall be required or desired and my domiciliary Executor is unable or unwilling to act as an ancillary fiduciary, my domiciliary Executor shall have the power to designate, compensate, and remove the ancillary fiduciary. The ancillary fiduciary may be either a natural person or a corporation. My domiciliary Executor may delegate to such ancillary fiduciary such powers granted to my original Executor as my Executor may deem proper, including the right to serve without bond or surety on bond. The net proceeds of the ancillary estate shall be paid over to the domiciliary Executor. Section 9.12 Delegation of Authority; Power of Attorney Any Fiduciary may, by an instrument in writing, delegate to any other Fiduciary the right to exercise any power, including a discretionary power, granted the Fiduciary in my will. During the time a delegation under this Section is in effect, the Fiduciary to whom the delegation was made may exercise the power to the same extent as if the delegating Fiduciary had personally joined in the exercise of the power. The delegating Fiduciary may revoke the delegation at any time by giving written notice to the Fiduciary to whom the power was delegated. The Fiduciary may execute and deliver a revocable or irrevocable power of attorney appointing any individual or corporation to transact any and all business on behalf of the trust. The power of attorney may grant to the attorney-in-fact all of the rights, powers, and discretion that the Fiduciary could have exercised. Page 16 Section 9.13 Merger of Corporate Fiduciary If any corporate fiduciary acting as my Fiduciary under my will is merged with or transfers substantially all of its trust assets to another corporation or if a corporate fiduciary changes its name, the successor shall automatically succeed to the position of my Fiduciary as if originally named my Fiduciary. No document of acceptance of the position of my Fiduciary shall be required. Article Ten Powers of My Fiduciaries Section 10.01 General Grant of Powers My Fiduciary may perform every act reasonably necessary to administer my estate and any trust. My Fiduciary may execute and deliver any and all instruments in writing, which my Fiduciary considers necessary to carry out any of the powers granted under my will. Section 10.02 Investment Powers in General My Fiduciary may invest in any type of investment that my Fiduciary determines is consistent with the investment goals of my estate or any trust, whether inside or outside the geographic borders of the United States of America and its possessions or territories, taking into account the trust's overall investment portfolio. Without limiting my Fiduciary's investment authority in any way, I request that my Fiduciary exercise reasonable care and skill in selecting and retaining investments. I also request that my Fiduciary take into account the following factors in choosing investments for my estate or any trust: The potential return from the investment, both in the form of income and appreciation; The potential income tax consequences of the investment; The investment's potential for volatility; and The role the investment will play in my estate or the trust's portfolio. I request that my Trustee, in arranging the investment portfolio of any trust, also consider the possible effects of inflation or deflation, changes in global and U.S. economic conditions, transaction expenses, and the trust's need for liquidity. Page 17 My Fiduciary may delegate its discretion to manage investments to any registered investment adviser or corporate fiduciary. Section 10.03 Banking Powers My Fiduciary may establish bank accounts of any type in one or more banking institutions that my Fiduciary may choose. My Fiduciary may open accounts in the name of my Fiduciary (with or without disclosing fiduciary capacity) or in the name of my estate or the trust. When an account is in the name of my estate or the trust, checks on that account and authorized signatures need not disclose the fiduciary nature of the account or refer to my estate, any trust or Fiduciary. An account from which my Fiduciary makes frequent disbursements need not be an interest bearing account. My Fiduciary may authorize withdrawals from an account by check, draft or other instrument or in any other manner. Section 10.04 Contract Powers My Fiduciary may sell at public or private sale, transfer, exchange for other property, and otherwise dispose any property contained in my probate estate or any trust for consideration and upon terms and conditions that my Fiduciary deems advisable. My Fiduciary may grant options of any duration for any such sales, exchanges, or transfers of trust property. My Fiduciary may enter into contracts, and may deliver deeds or other instruments, as my Fiduciary deems appropriate. Section 10.05 Common Investments For purposes of convenience with regard to the administration and investment of any trust, my Trustee may invest part or all of the property jointly with trust property of other trusts for which my Trustee is also serving as a Trustee. For this purpose, a corporate fiduciary acting as my Trustee may use common funds for investment. When trust property is managed and invested in this manner, my Trustee shall maintain records that sufficiently identify that portion of the jointly invested assets that constitute the property of the trust. Section 10.06 Environmental Powers My Fiduciary shall have the right to inspect property held directly or indirectly by my probate estate or any trust to determine compliance with or to respond to any environmental law affecting the property. "Environmental law" shall mean any federal, state, or local law, rule, regulation, or ordinance relating to protection of the environment or of human health. Page 18 My Fiduciary may refuse to accept additional property if my Fiduciary determines that the property is or may be contaminated by any hazardous substance or is or was used for any purpose involving hazardous substances that could create liability to my estate, any trust or to my Fiduciary. My Fiduciary may use the income and principal of my probate estate or a trust to (i) conduct environmental assessments, audits or site monitoring; (ii) take remedial action to contain, clean up or remove any hazardous substance including a spill, discharge or contamination; (iii) institute, contest or settle legal proceedings brought by a private litigant or any local, state, or federal agency concerned with environmental compliance; (iv) comply with any order issued by any court or by any local, state, or federal agency directing an assessment, abatement or clean-up of any hazardous substance; and (v) employ agents, consultants and legal counsel to assist my Fiduciary in these actions. My Fiduciary shall not be liable for any loss or reduction in value sustained by my probate estate or a trust as a result of my Fiduciary's retention of property on which hazardous materials or substances requiring remedial action are discovered unless my Fiduciary contributed to the resulting loss or reduction in value through willful misconduct or gross negligence. My Fiduciary shall not be liable to any beneficiary or to any other party for any decrease in the value of probate or trust property as a result of my Fiduciary's compliance with any environmental law, including any reporting requirement. My Fiduciary may release, relinquish or disclaim any power held by my Fiduciary that my Fiduciary determines may cause my Fiduciary to incur individual liability under any environmental law. Section 10.07 Litigation and Settlement Powers My Fiduciary, in its discretion and at the expense of my probate estate or the trust, may institute, join, compromise, settle dismiss and defend any probate or trust property in any judicial or administrative proceeding. This shall include specifically, but not limited to proceedings or class actions brought against any public entity or government agency or brought by any such entity for attachment, recoupment, levy, invasion, reformation, or access of any kind to property of my probate estate or a trust. My Fiduciary is authorized to retain such legal counsel and ancillary personnel, as my Fiduciary deems appropriate in the exercise of its discretion. Section 10.08 Loans and Borrowing Powers My Fiduciary may make secured or unsecured loans to any person (including a beneficiary), entity, trust or estate, for any term or payable on demand, with or without interest. My Fiduciary may enter into or modify the terms of any mortgage or security agreement granted in connection with any loan and may release or foreclose on the mortgage or security. Page 19 My Fiduciary may borrow money at interest rates and on other terms that it deems advisable from any person, institution or other source including, in the case of a corporate fiduciary, its own banking or commercial lending department. My Fiduciary may encumber estate and trust property by mortgages, pledges and other hypothecation and shall have the power to enter into any mortgage, whether as a mortgagee or mortgagor even though the term may extend beyond the termination of the trust and beyond the period that is required for an interest created under my will to vest in order to be valid under the rule against perpetuities. My Fiduciary may purchase, sell at public or private sale, trade, renew, modify, and extend mortgages. My Fiduciary may accept deeds in lieu of foreclosure. Section 10.09 Nominee Powers My Fiduciary may hold real estate, securities and any other estate or trust property in the name of a nominee or in any other form without disclosing the existence of my estate, the trust or fiduciary capacity. Section 10.10 Payment of Taxes and Expenses Except as otherwise provided in my will, my Fiduciary is authorized to pay all property taxes, assessments, fees, charges, and other expenses incurred in the administration or protection of my estate or any trust. All paYments shall be a charge against estate or the trust, as the case may be, and shall be paid out of income and to the extent that income is insufficient, then out of principal. The determination of my Fiduciary with respect to the paYment of expenses shall be conclusive upon the beneficiaries. Section 10.11 Real Estate Powers My Fiduciary may sell at public or private sale, purchase, exchange, lease for any period, mortgage, manage, alter, improve and in general deal in and with real property in such manner and on such terms and conditions as my Fiduciary deems appropriate. My Fiduciary may grant or release easements in or over, subdivide, partition, develop, raze improvements, and abandon, any real property. My Fiduciary may manage real estate in any manner that my Fiduciary deems best and shall have all other real estate powers necessary for this purpose. My Fiduciary may enter into contracts to sell real estate. My Fiduciary may enter into leases and grant options to lease trust property even though the term of the agreement extends beyond the termination of a trust and beyond the period that is required for an interest created under my will to vest in order to be valid under the rule against perpetuities. For such purposes, my Fiduciary may enter into any contracts, covenants and warranty agreements that my Fiduciary deems appropriate. Page 20 Section 10.12 Retention and Abandonment of Trust Property My Fiduciary may retain, without liability for depreciation or loss resulting from retention, any property contained my estate or any trust at the time of its creation or as the result of the exercise of a stock option. My Fiduciary may retain property, notwithstanding the fact that the property may not be of the character prescribed by law for the investment of assets held by a fiduciary, and notwithstanding the fact that retention may result in inadequate diversification under any applicable Prudent Investor Act or other applicable law. My Fiduciary may hold property that is non-income producing or is otherwise nonproductive if holding the property is, in the sole and absolute discretion of my Fiduciary, in the best interests of the beneficiaries. My Fiduciary is permitted to retain a reasonable amount in cash or money market accounts in order to pay anticipated expenses and other costs and to provide for anticipated distributions to or for the benefit of a beneficiary. My Fiduciary may abandon any trust property that my Fiduciary deems to be of insignificant value. Section 10.13 Securities, Brokerage and Margin Powers My Fiduciary may buy, sell, trade and otherwise deal in stocks, bonds, investment companies, mutual funds, common trust funds, commodities, options and other securities of any kind and in any amount, including short sales. My Fiduciary may write and purchase call or put options, and other derivative securities. My Fiduciary may maintain margin accounts with brokerage firms and may pledge securities to secure loans and advances made to my Fiduciary or to or for the benefit of a beneficiary. My Fiduciary may place all or any part of the securities held by my estate or a trust in the custody of a bank or trust company. My Fiduciary may have all securities registered in the name of the bank or trust company or in the name of its nominee. My Fiduciary may appoint the bank or trust company as the agent or attorney in fact to collect, receive, receipt for and disburse any income and generally to perform the duties and services incident to a custodian of accounts. My Fiduciary may employ a broker-dealer as a custodian for securities held by my estate or the trust and may register the securities in the name of the broker-dealer or in the name of a nominee with or without the addition of words indicating that the securities are held in a fiduciary capacity. My Fiduciary may hold securities in bearer or uncertificated form and may use a central depository, clearing agency or book-entry system, such as The Depository Trust Company, Euroclear or the Federal Reserve Bank of New York. My Fiduciary may participate in any reorganization, recapitalization, merger or similar transaction. My Fiduciary may exercise or sell conversion or subscription rights for securities of all kinds and description. Page 21 My Fiduciary may give proxies or powers of attorney that may be discretionary and with or without powers of substitution. My Fiduciary may vote or refrain from voting as to any matter. Section 10.14 Tangible Personal Property and Residences My Fiduciary may acquire, maintain and invest in articles of tangible personal property, whether or not the property is income producing, and may pay the expenses of the repair and maintenance of the property. My Fiduciary shall have no duty to convert the property referred to in this Section to productive property except as required by other provisions of my will. My Fiduciary shall have no liability for any depreciation or loss as a result of the retention of any property retained or acquired under the authority of this Section. My Trustee may acquire, maintain and invest in any residence for the use and benefit of the beneficiaries of the trust, whether or not the residence is income producing and without regard to the proportion that the value of the residence may bear to the total value of the trust property and even if retaining the residence involves financial risks that trustees would not ordinarily incur. My Trustee may payor make arrangements for others to pay all carrying costs of the residence, including, but not limited to, taxes, assessments, insurance, expenses of maintaining the residence in suitable repair, and other expenses relating to the operation of the residence for the benefit of the beneficiaries. My Trustee may permit any income beneficiary of the trust to occupy any real property or use any personal property owned by the trust on terms or arrangements that my Trustee may determine, including rent free or in consideration for the payment of taxes, insurance, maintenance, repairs, or other charges. Section 10.15 Power of Executor to Disclaim and to Distribute Directly to a Beneficiary If such disclaimer can be treated as a Qualified Disclaimer, I give my Executor the power to disclaim any interest, in whole or in part, which my estate may acquire (including an interest in any other estate, trust, insurance proceeds, annuity, contract or pension plan) for any purpose (including overall reduction in death taxes) and without regard to whether such disclaimed property will pass to the same persons, at the same time or in the same manner as if there had been no disclaimer. If at my death, the terms of a trust created under my will provide that property is to be distributed outright to a beneficiary, my Executor may make the distribution to the beneficiary without the intervention of my Trustee. Page 22 Section 10.16 Fiduciaries' Powers Act In addition to all of the above powers, my fiduciaries may, without prior authority from any court, exercise all powers conferred by my will or by common law or by any fiduciary powers act or other statute of the Commonwealth of Pennsylvania or any other jurisdiction whose law applies to my will. My Executor shall have absolute discretion in exercising these powers. Except as specifically limited by my will, these powers shall extend to all property held by my fiduciaries until the actual distribution of the property. Section 10.17 Alternative Distribution Methods My Fiduciary may make any payment provided for under my will or under the terms of any trust established under my will as follows: Directly to the beneficiary; In any form allowed by applicable state law for gifts or transfers to minors or persons under a disability; To the beneficiary's guardian, conservator, agent under a durable power of attorney or caregiver for the benefit of the beneficiary; or By direct payment of the beneficiary's expenses, made in a manner consistent with the proper exercise of the fiduciary's duties hereunder. A receipt by the recipient for any such distribution shall fully discharge my Fiduciary. Section 10.18 Limitation on My Trustee's Powers All powers granted to my Trustee under my will or by applicable law shall be limited as set forth in this Section, unless explicitly excepted by reference to this Section. (a) An Interested Trustee Limited to Ascertainable Standards An Interested Trustee may not exercise or participate in the exercise of discretion with respect to the distribution of income or principal, or the termination of the trust to or for the benefit of a beneficiary, to the extent that the exercise of such discretion is other than for the health, education, maintenance or support of a beneficiary as described under Sections 2041 and 2514 of the Internal Revenue Code. (b) No Distributions in Discharge of Certain Legal Obligation My Trustee may not exercise or participate in the exercise of discretion with respect to the distribution of income or principal that would in any Page 23 manner discharge a legal obligation of my Trustee, including the obligation of support. If a beneficiary or any other person has the power to remove a Trustee, that Trustee may not exercise or participate in the exercise of discretion with respect to the distribution of income or principal that would in any manner discharge a legal obligation of the person having the power to remove the Trustee, including that person's obligation of support. Article Eleven Provisions for Payment of Debts, Expenses and Taxes Section 11.01 Payment of Debts and Expenses I direct that all my legally enforceable debts, secured and unsecured, be paid as soon as practicable after my death. Section 11.02 No Apportionment Except as otherwise provided in this Article or elsewhere in my will, my Executor shall provide for payment of all estate, inheritance and succession taxes payable by reason of my death ("death taxes") from my residuary estate as an administrative expense without apportionment and shall not seek contribution toward or recovery of any death tax payments from any individual. Section 11.03 Protection of the Marital Deduction Notwithstanding anything to the contrary in my will, no death taxes shall be paid from or allocated to any property qualifying for the federal estate tax marital deduction under my will unless there is no other property available to pay the taxes. My Executor shall not pay any administrative expenses from the net income of any property qualifying for the federal estate tax marital deduction under my will if the payment would require a reduction in the estate tax marital deduction under Section 2056(b) of the Internal Revenue Code. Section 11.04 Property Passing Outside of My Will Except as to Qualified Retirement Benefits, death taxes imposed with respect to property included in my gross estate for purposes of computing the tax and passing other than by my will shall be apportioned among the persons and entities benefited in the proportion that the taxable value of the property or interest bears to the total taxable value of the Page 24 property and interests received by all persons benefited. The values as finally determined in the respective tax proceedings shall be the values used for the apportionment of the respective taxes. Section 11.05 Tax Elections In exercising any permitted elections regarding taxes, my fiduciaries may make such decisions as they deem to be appropriate in all the circumstances and my fiduciaries shall be under no duty to make any compensatory adjustment as a consequence of any such election. My Executor may also execute such joint tax returns and pay such taxes or interest and deal with any tax refunds, interest, or credits as it shall deem necessary or advisable, whether in the interest of the other joint tax payer or in the interest of my estate. My Executor, in its sole and absolute discretion, may elect to have all, none, or part of the property comprising my estate for federal estate tax purposes qualify for the federal estate tax marital deduction as qualified terminable interest property under Section 2056(B)(7) of the Internal Revenue Code (the "QTIP election") and for any state death tax marital deduction under the law of any state (the "state QTIP Election"). My Executor is not required to make the same election for both federal estate tax purposes and for state death tax purposes. If my Executor makes a partial QTIP election, my Executor shall divide the trust on the basis of the fair market value of the assets of the trust at the time of the division. Article Twelve Definitions and General Provisions Section 12.01 Definitions For purposes of my will and for the purposes of any trust established under my will, the following definitions shall apply: (a) Adopted and Afterborn Persons A legally adopted person in any generation and his or her descendants, including adopted descendants, shall have the same rights and shall be treated in the same manner under my will as natural children of the adopting parent, provided such person is legally adopted prior to attaining the age of 18 years. A person shall be deemed to be legally adopted if the adoption was legal in the jurisdiction in which it occurred at the time that it occurred. Page 25 (b) Descendants The term "descendants" shall include a person's lineal descendants of all generations. (c) Education The term "education" is intended to be an ascertainable standard in accordance with Section 2041 and Section 2514 of the Internal Revenue Code and shall include, but not be limited to: Enrollment at private elementary, junior and senior high school including boarding school; Undergraduate and graduate study in any field at a college or university; Specialized, vocational or professional training or instruction at any institution, including private instruction; and Any other curriculum or activity that my Trustee may deem useful for developing the abilities and interests of a beneficiary including, without limitation, athletic training, musical instruction, theatrical training, the arts and travel. The term "education" shall also include distributions made by my Trustee for expenses such as tuition, room and board, fees, books and supplies, tutoring and transportation and a reasonable allowance for living expenses. (d) Fiduciary My "Fiduciary" or "Fiduciaries" shall refer to my Executor and my Trustee, or if they are different persons, either of them. My "Executor" shall include any executor, ancillary executor, administrator, or ancillary administrator, whether local or foreign and whether of all or part of my estate, multiple Executors, and their successors. (e) Incapacity Except as otherwise provided in my will, a person shall be deemed incapacitated in anyone of the following circumstances. (1) The Opinion of Two Licensed Physicians An individual shall be deemed incapacitated whenever, in the opinion of two licensed physicians, the individual is unable to effectively manage his or her property or Page 26 financial affairs, whether as a result of age, illness, use of prescription medications, drugs or other substances, or any other cause. An individual shall be deemed restored to capacity whenever the individual's personal or attending physician provides a written opinion that the individual is able to effectively manage his or her property and financial affairs. (2) Court Determination An individual shall be deemed incapacitated if a court of competent jurisdiction has declared the individual to be disabled, incompetent or legally incapacitated. (3) Detention, Disappearance or Absence An individual shall be deemed incapacitated whenever he or she cannot effectively manage his or her property or financial affairs due to the individual's unexplained disappearance or absence for more than 30 days, or whenever he or she is detained under duress. An individual's disappearance, absence or detention under duress may be established by an affidavit of any fiduciary. The affidavit shall describe the circumstances of an individual's detention under duress, disappearance or absence and may always be relied upon by any third party dealing in good faith with my fiduciary in reliance upon the affidavit. An individual's disappearance, absence or detention under duress may be established by an affidavit of my Executor. (f) Income Beneficiary The term "income beneficiary" means any beneficiary who is then entitled to receive distributions of the net income of the trust, whether mandatory or discretionary. Unless otherwise provided in my will, the phrase "majority of the income beneficiaries" means any combination of income beneficiaries who, if all accrued net income were distributed on the day of a vote by the beneficiaries, would receive more than 50% of the accrued net income. For purposes of this calculation, beneficiaries who are eligible to receive discretionary distributions of net income shall be deemed to receive the income in equal shares. Page 27 References to a "majority" refer to a majority of the entire trust collectively until my Trustee allocates property to separate trusts or trust shares. After the allocation of property to separate trusts or trust shares, references to a "majority" refer to a majority of each separate trust or trust share. (g) Independent Trustee The term "Independent Trustee" means a Trustee who is not an Interested Trustee as defined in subsection (h). Only an Independent Trustee may exercise those powers granted exclusively to an Independent Trustee and when the phrase "other than an Interested Trustee" is used. Whenever my will specifically prohibits an Interested Trustee from exercising discretion or performing an act, then only an Independent Trustee may exercise that discretion or perform that act. An Independent trustee shall not be liable to any person for any good faith exercise or nonexercise of its discretion under my will. (h) Interested Trustee The term "Interested Trustee" means (1) a Trustee who is a transferor of property to the trust (including a person whose qualified disclaimer resulted in property passing to the trust); (2) a Trustee who is a beneficiary of the trust; or (3) a Trustee whom a beneficiary of the trust can remove and replace by appointing a Trustee that is related or subordinate to the beneficiary within the meaning of Section 672( c) of the Internal Revenue Code. For purposes of this subsection "a beneficiary of the trust" means a person who is or in the future may be eligible to receive income or principal from the trust pursuant to the terms of the trust. A person shall be considered a beneficiary of a trust even if he or she has only a remote contingent remainder interest in the trust; however, a person shall not be considered a beneficiary of a trust if the person's only interest is as a potential appointee under a testamentary power of appointment. (i) Internal Revenue Code References to the "Internal Revenue Code" or to its provisions are to the Internal Revenue Code of 1986, as amended from time to time, and the corresponding Treasury Regulations, if any. References to the "Treasury Regulations," are to the Treasury Regulations under the Internal Revenue Code in effect from time to time. If a particular provision of the Internal Revenue Code is renumbered, or the Internal Revenue Code is superseded by a subsequent federal tax law, any reference shall be deemed to be made to the renumbered provision or to the corresponding provision of the subsequent law, unless to do so would clearly be contrary to my intent as Page 28 expressed in my will. The same rule shall apply to references to the Treasury Regulations. (j) Legal Representative As used in my will, the term "legal representative" means a person's guardian, conservator, personal representative, executor, administrator, Trustee, or any other person or entity personally representing a person or the person's estate. (k) Per Stirpes Whenever a distribution is to be made to a person's descendants per stirpes, the distribution shall be divided into as many shares as there are then living children of such person and deceased children of such person who left then living descendants. Each then living child shall receive one share and the share of each deceased child shall be divided among such child's then living descendants in the same manner. (I) Qualified Retirement Plan The term "qualified retirement plan" means a plan qualified under Section 401 of the Internal Revenue Code, an individual retirement arrangement under Section 408 or Section 408A or a tax-sheltered annuity under Section 403. The term "qualified retirement benefits" means the amounts held in or distributed pursuant to a plan qualified under Section 401, an individual retirement arrangement under Section 408 or Section 408A, a tax-sheltered annuity under Section 403 or any other benefit subject to the distribution rules of Section 401 (a)(9). (m) Shall and May Unless otherwise specifically provided in my will or by the context in which used, I use the word "shall" in my will to command, direct or require, and the word "may" to allow or permit, but not require. In the context of my Trustee, when I use the word "may" I intend that my Trustee may act in its sole and absolute discretion unless otherwise stated in my will. (n) Trust The term "trust," shall refer to any trusts created under the terms of my will. Page 29 (0) Trustee The term "my Trustee" refers to any person or entity that is from time to time acting as the Trustee and shall include each Trustee individually, multiple Trustees, and their successors. (p) Trust Property The phrase "trust property" shall be construed to mean all property held by my Trustee under my will, including all property that my Trustee may acquire from any source. (q) Other Definitions Except as otherwise provided in my will, terms shall be as defined under Pennsylvania law. Section 12.02 Survivorship Presumption If my wife and I die under circumstances in which the order of our deaths cannot be established, my wife shall be deemed to have survived me. If any other beneficiary shall be living at my death, but die within 30 days thereafter, then such beneficiary shall be deemed to have predeceased me for all purposes of my will. Section 12.03 General Provisions The following general provisions and rules of construction shall apply to my will: (a) Singular and Plural; Gender Unless the context requires otherwise, words denoting the singular may be construed as plural and words of the plural may be construed as denoting the singular. Words of one gender may be construed as denoting another gender as is appropriate within the context. The word "or" when used in a list of more than two items may function as both a conjunction and a disjunction as the context requires or permits. (b) Headings of Articles, Sections, and Subsections The headings of Articles, Sections, and subsections used within my will are included solely for the convenience and reference of the reader. They shall have no significance in the interpretation or construction of my will. (c) Governing State Law My will shall be governed, construed and administered according to the laws of the Commonwealth of Pennsylvania as from time to time Page 30 amended. Questions of administration of any trust established under my will shall be determined by the laws of the situs of administration of such trust. (d) Notices Unless otherwise stated, whenever my will calls for notice, the notice shall be in writing and shall be personally delivered with proof of delivery, or mailed postage prepaid by certified mail, return receipt requested, to the last known address of the party requiring notice. Notice shall be effective on the date personally delivered or on the date of the return receipt. If a party giving notice does not receive the return receipt but has proof that he or she mailed the notice, notice shall be effective on the date it would normally have been received via certified mail. If notice is required to be given to a minor or incapacitated individual, notice shall be given to the parent or legal representative of the minor or incapacitated individual. (e) Severability The invalidity or unenforceability of any provision of my will shall not affect the validity or enforceability of any other provision of my will. If a court of competent jurisdiction determines that any provision is invalid, the remaining provisions of my will shall be interpreted and construed as if any invalid provision had never been included in my will. I, Walter T. Morrison, having signed this Will in the presence of ~-..J~ E . ~ <L~ and cJAqrelAh.t U'Y\.,(,c..L who attested it at my request on this day, . \//1"\.2 9-&- , 2006, at Harrisburg, Pennsylvania, declare this to be my Last Will and Testament. UhlLj M~ Walter T. Morrison, Testator Page 31 The above and foregoing Will of Walter T. Morrison was declared by Walter T. Morrison in our view and presence to be his Will and was signed and subscribed by the said Walter T. Morrison in our view and presence and at his request and in the view and presence of Walter T. Morrison and in the view and presence of each other, we, the undersigned, witnessed and attested the due execution of the Will of Walter T. Morrison on this day, <S vYLL ~ ~ , 2006. ~~. ~ residingat S:S;--O'2.. F',€-/)~~~. .y, p",,^^,,~ ~ >--L. C)' IJA " I \ , residing at ~~~ (~ PENNSYL VANIA SELF PROVING AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA ) ) COUNTY OF DAUPHIN ) I, Walter T. Morrison, the testator whose name is signed to the attached or foregoing instrument, having been duly qualified according to law, do hereby acknowledge that I signed and executed the instrument as my Last Will; and that I signed it willingly and as my free and voluntary act for the purposes therein expressed. Sworn to or affirmed and acknowledged before me by Walter T. Morrison, the testator, this day, "C)'V I\t... '1-~ ,2006. '{fWSr~ alter T. Momson, Testator COMMONWEALTH OF PENNSYLVANIA Notarial Seal Amy M. Moya, Notary Public Lower Paxton Twp., Dauphin County My Commission Expires Jan. 29, 2008 Member, Pennsytvanla Association of Notaries Page 32 . COMMONWEALTH OF PENNSYLVANIA ) ) COUNTY OF DAUPHIN ) We, ~../Sc.-. e.. L~Q.,\S and ~I/'t~~ ~\J..Rclythe witnesses whose names are signed to the attached or foregoing instrument, being duly qualified according to law, do depose and say that we were present and saw the testator sign and execute the instrument as his Last Will; that the testator signed willingly and executed it as his free and voluntary act for the purposes therein expressed; that each subscribing witness in the hearing and sight of the testator signed the will as a witness; and that to the best of our knowledge the testator was at that time 18 or more years of age, of sound mind, and under no constraint or undue influence. ~ Witness C'~~A - ~,('D ^.~~ Wi ess I ~ COMMONWEALTH OF PENNSYLVANIA Notarial Seal . AM Moya, Notary Public my . T Dau~hin County Lower paxton wp., . 008 My Commission EXplfes an. 29,2 . Member. Pennsylvania Association of Notanes Page 33