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HomeMy WebLinkAbout12-28-07 PETITION FOR PROBATE AND GRANT OF LETTERS REGISTER OF WILLS OF Cumberland COUNTY, PENNSYLVANIA ~\ D\ \\lY Estate of Charlotte S. McClure also known as Charlotte McClure File Number . Deceased Social Security Number 172-01-9108 Petitioner(s), who is/are 18 years of age or older, apply(ies) for: (COMPLETE 'A' or 'B' BELOW:) IZJ A. Probate and Grant of Letters Testamentary and aver that Petitioner(s) is / are the Executor last Will of the Decedent dated April 16, 2003 and codicil(s) dated N/A 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 (If applicable, enter: c.t.a.; d.b.n.c.t.a.; pendente lite; durante absentia; durante minoritate) 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.) Name Relationship R~;~_; C2 ~ ~ c~..-.~ 1~:1:'1 ~ -,-"t .. ,-;-" , '.) , ) 'I , '1 ,:.-J ') " 'rJ () ( i- I ----I -. I .' /' " (COMPLETE IN ALL CASES:) Attach additional sheets ifnecessary. .~-) II ...., Decedent was domiciled at death in Cumberland 773 Arlington Road. Camp Hill. Cumberland County. PA 17011 (List street address, town/city, township, county, state, zip code) County, Pennsylvania with his / her last principal re.si~e~e at r--) u _ .:--) , ;'1 Decedent, then 95 years of age, died on December 17, 2007 Cumberland County. PA 17011 at 773 Arlington Road, Camp Hill, 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 120,000.00 $ $ $ $ 300,000.00 situated as follows: 773 Arlington Road, Camp Hill, P A 170 II 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: T ed or rinted name and residence Hershey Trust Company, 100 Mansion Road East, Hershey, PA 17033 Form RW-02 rev. 10.13.06 Page 1 of2 Oath of Personal Representative COMMONWEALTH OF PENNSYLVANIA SS 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 representative(s) of the Decedent, Petitioner(s) will well and truly administer the estate according to law. Sworn to or affirmed and subscribed sl!.1!.f~nJ before me the ~ro day of Signature of Personal Representative (j r--.:l ;-:;,"-",':1 c.~ i=:-; ~ '~, >~~ -, l:-J ~ ,',-, - 'J Signature of Personal Representative ,',-) C~) .... ,~~ -n <--) . 2 ~ : (--) r :'"' -~ -, -::') i-' ,'I File Number: &-\ 0\ \~lY ---:, 1'-,) Estate of Charlotte S. McClure , Deceased Social Security Number: 172-01-9108 ~~~r Date of Death: December 17,2007 AND NOW, having been presented before me, IT IS DECREED that Letters are hereby granted to Hershey Trust Company , a61Sl , in consideration of the foregoing Petition, satisfactory proof Testamentary in the above estate and that the instrument(s) dated April 16, 2003 described in the Petition be admitted to probate and filed ofrec rd as the last~l (and COd, id( )) ofl;)ecedent. FEES "2t1.\\_N)',....> ' udd( Letters ............... $ Short Certificate(s) . . . . . . . . $ Renunciation(s) .......... $ JCP ... $ Automation Fee . . . $ Inheritance Tax Return . . . $ Will . ., $ ... $ ...$ ...$ .. . $ ... $ TOT AL .............. $ 410.00 24.00 0.00 10.00 10.00 - ? 15.00 -I $" 15.00 Attorney Signature: Attorney Name: Gary L. James Supreme Court LD. No.: 27752 Address: 134 Sipe Avenue Hurnmelstown, PA 17036 Telephone: (717) 533-3280 -48-'1.66 '-\ \.0 '-t Form RW-02 rev, /0./3.06 Page 2 of2 H105,112 REV, 1/05 (FEE FOR THIS CERTIFICATE $6,00) WARNING: IT IS ILLEGAL TO ALTER THIS COpy OR TO DUPLICATE BY PHOTOSTAT OR PHOTOGRAPH. COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF HEALTH VITAL RECORDS ~\ C) l illY LOCAL REGISTRAR'S CERTIFICA TIONOF DEATH CERT. NO. T 6164387 December 19J2Q07 Date of Issue ot This CenUicaUon Name of Decedent Female Charlotte S. McClure Rrst Middle Last Sex Social Security No. Sept. 24 , 1912Birthplace 172 ,.... 01 - 9108 Date of Death December 17, 2007 Date of Biri[h Harrisburg, PA Place of Death White Residence Cumberland Camp Hill Pennsylvania Facility Name County City, Borough or Township Marital Status Widowed Occupation Decedent's Mailing Address Homemaker ArmedForces? (Yes or No) No Race 773 Arlington Road Camp Hill PA 17011 Number Street City.of Town Slate Informant Robert Name and Address of Funeral Establishment McClure Funeral Director Sally A. Myers David Myers Funeral Home, Newport, PA 17074 Part I: Immediate Cause I nterval Between Onset and Death (a) (b) Inanition Congestive Heart failure I I I "~-'} r I (J) _ J} -~J . -'1 ~:~~ T -:~J :'_/'~". ~:~.~~i (:-~; ~~-:~~ r--,:",,,, r"") c.:"''"! :r: :~~ " . ,-) (c) (d) Other Significant. Conditions ..~ Part II: " ) '-;-'1 C) r,) .-':) . -",i , i:') -u - ";_,~-J ": c, ':' :',) ". J---) -, (;", 1;""'/) (-~) . i", ~"j~ Manner of Death Natural ~ Accident 0 Suicide 0 Describe how injury occurr~:'::j Homicide Pending Investigation Gould not be Determined o o o N Address Eric J. Binder M.D. (M.D., D.O., Coroner, M.E.) 890 Poplar Church Rd., Camp Hill, PA 17011 Name and Title of Certifier This is to certify that the information here given is correctlycopied from an original certificate of death duly filed.withme asLocal Registrar. .The original certificate will be forwarded to the State Vital Records Office tor permanentHling. " December 19, 2007 {L /haJ'V 50-455 District No Date Received by Local Registrar 101 Barnett St.. ,New Bloomfield, PA 17068 Street Address City. Borough, Township ~ \ 0 1 \ n<-1 t'-..., LAST WILL AND TESTAMENT ..~;; i'c,) CJ OF .T-- CHARLOTTES.MCCLURE f", ) I, CHARLOTTE S. MCCLURE, of Cumberland County, Pennsylvania, revoke any prior wills and codicils and declare this to be my Will. ARTICLE I Family Information A. Spouse. I am married to WILLIAM E. MCCLURE, and any reference to my Husband shall be to him. B. Children. I declare that I have three (3) children born before the date of this Will, namely: 1. ROBERT F. MCCLURE, 2. ALICE S. MCCLURE, and 3. WILLIAM E. MCCLURE, JR. C. Exclusion. I have expressly excluded my son, WILLIAM E. MCCLURE, JR., as a beneficiary and his descendants under this Will, not because of any lack of affection, but rather because of his own personal financial situation. ARTICLE II Tangible Personal Property A. Memorandum of Wishes. I may leave a writing disposing of some or all of my tangible personal property. If I do so, and the writing can be incorporated by reference into this Will or otherwise be legally binding, I direct that it be incorporated or followed and prevail over the disposition below in this Article. If the writing is not legally binding, I request that my wishes be followed. This provision shall apply whether the writing is executed before or after this Will. B. General Gift of Tangibles. I give all my tangible personal property (other than items effectively disposed of above) as follows: 1. To my Husband, ifhe survives me. 2. If my Husband does not survive me, all jewelry and automobiles owned by me shall be distributed to my daughter, ALICE S. MCCLURE, and if she should fail to survive, such property shall pass pursuant to the residual terms herein as set forth in Article VI. 3. The balance of my personal property shall be distributed equally among my children, ROBERT F. MCCLURE, per stirpes, and ALICE S. MCCLURE, per stirpes. If ROBERT or ALICE does not survive me, his or her share shall be distributed per stirpes among those of his or her issue who survive me. If there are no such issue, said property shall be distributed per stirpes to the other. C. Survivorship. Except when I may have specifically provided otherwise, any gift to an individual under this Article shall take effect only if the individual survives me, and no anti-lapse rule shall apply. D. Gift Includes Insurance. A gift of property under this Article includes my rights under any insurance policies related to such property or the proceeds of such policies. ARTICLE III Survivorship, Forfeiture A. Survivorship. Any beneficiary hereunder other than my Husband who dies within ninety (90) days following the date of my death or the termination of or distribution from any trust under this Will for which entitlement the date of such beneficiary's death shall be relevant, shall be deemed to have predeceased me or to have died before the termination of or distribution from that trust, as the case may be, for all purpose of this Will. B. Forfeiture. I regard inheritance as a gift, not as an entitlement and in that same vein, any beneficiary who challenges by or through any legal proceedings any distribution(s) made by the Executor or Trustees hereunder or any discretionary actions taken by the Executor or Trustees hereunder, or who challenges the validity of enforceability of this Will, shall to the fullest extent permitted by law, forfeit all of his or her rights to an interest in my estate and/or principal and/or income of any and all trust(s) hereunder and same shall be distributed as if such person were no longer living at the time of distribution. It is my intention that this forfeiture provision be applied to the fullest extent permitted by law and, if a court of competent jurisdiction determines that the foregoing exceeds that at which is permitted by law, I authorize and direct said court to interpret and apply said provision to the fullest extent permitted by law of such jurisdiction. - 2 - ARTICLE IV Personal Residence A. Personal Residence. I give all of my interests in the properties that my Executor shall determine to have been used by me or a member of my family as a personal residence and all contents therein (i.e., furniture, appliances, etc.), currently 773 Arlington Road, Camp Hill, Cumberland County, Pennsylvania ("Personal Residence"), to my Husband, if he survives me, to the extent that it does not pass to my Husband by right of survivorship, and should he fail to survive, such Personal Residence shall pass to my daughter, ALICE S. MCCLURE, per stirpes. If my daughter fails to survive me without issue, I direct such Personal Residence be sold and distributed as part of my residue as set forth in Article VI. B. Proceed from the Sale of Personal Residence. In the event such Personal Residence is sold during my lifetime, it is my desire in the event my Husband has failed to survive me, that the proceeds thereof which have been instructed to be segregated into a separate sub- trust at the Hershey Trust Company be managed as a part of the Joint Revocable Trust Agreement dated April of2003, and distributed thereunder. ARTICLE V Powers of Appointment I declare that I do not by this Will intend to exercise any power of appointment. ARTICLE VI Residue A. Spouse or Alternate. I give my residuary estate, real and personal, as follows: 1. If my Husband survives me, my residue shall be distributed to him outright and, if my Husband should disclaim any such share of the residue, such property shall pass to the Family Trust as set forth under Article VII subject to the terms therein. 2. If my Husband does not survive me, the residue shall pass to, in equal shares, to my daughter, ALICE S. MCCLURE, per stirpes, and my son, ROBERT F. MCCLURE, per stirpes, subject, however, to the terms of the Descendants' Separate Trust under this Will for any such descendant under twenty- five (25) years of age. I have expressly excluded my son, WILLIAM E. MCCLURE, JR., as a residual beneficiary. - 3 - ARTICLE VII Family Trust Property that is to be held as the Family Trust shall be held under this Article and all references to "Family Trust" shall be to the trust held under this Article. A. During My Husband's Life. The following provisions shall apply during my Husband's life. 1. The Trustee shall distribute to my Husband as much of the net income and principal ofthe trust as the Trustee may from time to time determine, in such amounts or proportions as the Trustee may from time to time select, for the recipient's health, education, support in him accustomed manner of living, or maintenance. 2. Any net income not so distributed shall be accumulated and annually added to principal. B. Upon My Husband's Death. Upon the death of my Husband, the property then held in the Family Trust shall be distributed pursuant to the same residual terms as if my Husband did not survive me as set forth in Article VI. ARTICLE VIII Descendants' Separate Trust Property that is to be held in the Descendants' Separate Trust shall be held under this Article and all references to the "Descendants' Separate Trust" shall be to the trusts held under this Article. Each descendant shall have a separate trust for his or her share. A. During the Beneficiary's Life. The following provisions shall apply during the Beneficiary's life: 1. The Trustees shall distribute to the beneficiary the net income of the trust at least annually. 2. The Trustees shall distribute to the beneficiary as much of the principal ofthe trust as the Trustees may from time to time determine for the beneficiary's health, education and support in his or her accustomed manner of living or maintenance. 3. The beneficiary may withdraw all the principal at any time after attaining age thirty-five (35). Prior to that, at any time after attaining the following ages, the beneficiary shall have the right to withdraw principal. The maximum fraction that a beneficiary may withdraw shall be as follows: - 4 - a. at or after attaining age twenty-five (25), one-third of the then fair market value of the remaining trust assets. b. at or after attaining age thirty (30), an additional one-half of the then fair market value of the remaining trust assets (reduced by any portion of the trust assets then still subject to the prior right of withdrawal not yet exercised). B. Upon Beneficiary's Death. Upon the beneficiary's death, the property then held in his or her trust shall be distributed as follows: 1. To such one or more persons out of a class composed of the beneficiary's surviving spouse and descendants on such terms as the beneficiary may appoint by a Will specifically referring to this power of appointment. 2. In default of appointment or insofar as an appointment is not effective, to the beneficiary's descendants then living, per stirpes, subject to the terms of the trusts under this Article; or ifthere are no descendants of the beneficiary then living if the beneficiary was a grandchild or more remote descendant of mine, to the descendants then living, per stirpes, of the beneficiary's nearest ancestor who was a descendant of mine with descendants then living, subject, however, to the terms of the trusts under this Article; or if there are no such descendants or if the beneficiary was a child of mine to my descendants then living, per stirpes, subject, however, to the terms of the trusts under this Article ARTICLE IX Takers of Last Resort My Executor or the Trustee shall distribute any property that is not otherwise disposed of under my Will (a) one-half (112) (or all, ifthere are no persons to take under item (b)) to the persons who would have inherited my personal estate, and in the shares that they would have inherited it, had I died a resident of the Commonwealth of Pennsylvania, unmarried and without a valid will, on the date on which expires the interest of the last beneficiary of the property under this Will, and (b) one-half(1I2) (or all, ifthere are no persons to take under item (a)) to the persons who would have inherited the personal estate of my Husband, and in the shares that they would have inherited it, had my Husband died a resident of the Commonwealth of Pennsylvania, unmarried and without a valid will, on the date on which expires the interest of the last beneficiary ofthe property under this Will. ARTICLE X Spendthrift Trust A. No Assignment. No interest in the trust shall be subject to the beneficiary's liabilities or creditor claims, assignment or anticipation. - 5 - B. Protection from Creditors. If the Trustees shall determine that a beneficiary (other than my Husband) with respect to any Marital Trust would not benefit as greatly from any outright distribution of trust income or principal because of the availability of the distribution to the beneficiary's creditors, the Trustees shall instead expend those amounts for the benefit of the beneficiary. This direction is intended to enable the Trustees to give the beneficiary the maximum possible benefit and enjoyment of all of the trust income and principal to which the beneficiary is entitled. ARTICLE XI Exercise of Powers Created Hereunder A. Form of Appointment. A power of appointment conferred hereunder upon a person in his or her individual capacity (a "Non-Fiduciary Power") may be exercised in favor of one or more persons, in any proportions, and in any lawful estates and interests, whether absolute or in further trust. Such a Non-Fiduciary Power may be exercised to create further Non-Fiduciary Powers which may be made exercisable in the same or a different manner. A limited power of appointment may be exercised to confer a limited or general power, including a presently exercisable limited or general power. B. Trustees Under Appointment. The Trustee under an appointment in further trust may be any person not prohibited from serving as Trustee under my Will and may be given fiduciary powers (including discretionary powers over distributions), exercisable, however, only in favor of objects ofthe exercised power. C. Testamentary Power. A Non-Fiduciary power exercisable by Will may also be exercised by a written instrument signed by the powerholder other than the powerholder's Will if the powerholder's Will contains a direction that the exercise in the other instrument be honored. D. Trustee Can Create Trusts. The discretionary power of the Trustees (excluding, however, any Interested Trustee) to distribute principal from the Descendant's Single Trust may be exercised in the same ways as a Non-Fiduciary Power under this Article, except that this shall not authorize the Trustees to restrict or curtail any beneficiary's interest in mandatory payments (such as all or a fraction ofthe trust income) by an exercise that would not be authorized without this paragraph. If a power held in a fiduciary capacity is exercised to create another power (whether the power created is conferred in a fiduciary or individual capacity), then the power created shall not be exercisable in any manner which may postpone the vesting of any estate or interest in the appointed property or suspend the absolute ownership or power of alienation of the appointed property for a period ascertainable without regard to the date of my death. - 6 - ARTICLE XII Payment of Death Taxes A. Apportioned. All estate, inheritance, legacy, succession, generation-skipping, or other wealth transfer taxes (other than any additional estate tax imposed by Code Sec. 203 1 (c)(5)(C), Code Sec. 2032A(c) or Code Sec. 2057(f) or any generation-skipping transfer tax on any generation-skipping transfer other than a direct skip, or comparable taxes imposed by any other taxing authority) that result from my death and that are imposed by any domestic or foreign taxing authority with respect to property passing under this Will, together with interest and penalties on those taxes, shall be charged against and paid without apportionment out of the residue of my estate as an administration expense with no right of reimbursement from any recipient of any such property. Such taxes on property not passing under this Will shall be apportioned to and paid from such property by those succeeding to such property, taking into account the provisions of any instrument governing such property, the provisions of the Internal Revenue Code, and any provisions, of other applicable law apportioning such taxes. B. Modifications. However, the following clarifications and/or modifications of the general rule set forth in the preceding paragraph shall apply: 1. Any generation-skipping transfer tax other than a tax on a direct skip of property passing as part of my estate and disposed of under this Will prior to the Article disposing of my residuary estate shall be charged to the property constituting the transfer in the manner provided by Code Sec. 2603(b). 2. Taxes imposed under Code Sec. 270l(d) shall be apportioned and paid as an additional estate or gift tax as provided in Chapter 14. .3. Should the payment of expenses, claims and taxes from any Qualified Retirement Plan or Individual Retirement Account ("IRA") assets which comprise my estate cause my estate to be disqualified as a "Qualified Beneficiary," it is my intent, and I hereby direct that, to the extent practicable, no expenses, claims and taxes shall be paid from such Qualified Retirement Plan or IRA assets. C. Apportionment Prevails Over Abatement. If payment of taxes from my residuary estate in accordance with the foregoing exhausts my residuary estate, the balance of tax due shall be apportioned in accordance with the rules of tax apportionment rather than the rules of abatement. - 7 - ARTICLE XIII Executors and Trustees A. Initial Appointments. 1. I appoint my Husband, WILLIAM E. MCCLURE, to be an Executor of this Will and Co-Trustee of the Family Trust under this Will provided, however, in the unforeseen event that the sole Trustee of the Family Trust is a beneficiary of the trust, the Trustee shall appoint an uninterested Co-Trustee. A beneficiary's interest shall not be merged or converted into a legal life estate or estate for years because the beneficiary is the sole Trustee, but if this would still happen under applicable law, then a Co-Trustee shall be appointed in preference to such merger or converSIOn. B. Successors. 1. I appoint the HERSHEY TRUST COMPANY as Successor Trustee of any trust hereunder and Executor under this will if my husband is unable to serve for any reason. 2. Any reference to "Executor" or "Trustee" includes any successor, unless expressly indicated. 3. Separate trusts hereunder may have different trustees pursuant to these provisions. c. Additional Provisions Regarding Changes in Fiduciaries. 1. Any Executor or Trustee may resign at any time without court approval and whether or not a successor has been appointed. 2. Each individual Executor and Trustee (including successors) shall have the right to appoint a successor individual Executor or Trustee by an instrument in writing, such appointment to take effect upon the death, resignation or incapacity of the appointing Executor or Trustee. An appointment may be changed or revoked until it takes effect. If I have named a successor or successors to the appointing Executor or Trustee in this Will, the appointment of a successor under this paragraph shall take effect only if and when all persons that I have appointed fail to qualify or cease to act. 3. The individuals (and any corporation) acting as my Executor or the Trustees may at any time acting unanimously by written instrument appoint an individual or a corporation with fiduciary powers as a Co-Executor or Co-Trustee. - 8 - 4. The "Protector" of each trust under this Will shall be GARY L. JAMES, or ifhe is unable to serve, such attorney as selected by the law firm of James, Smith, Dietterick & Connelly, LLP. The Protector may be one or more individuals or corporations. Multiple Protectors shall act by majority. a. The Protector may appoint one or more persons to be successor Protector to take office upon the death, resignation, or incapacity of the Protector or any person serving as Protector. b. After my death, the Protector shall have the right to remove any Trustee of a trust under this Will other than my Husband or a descendant of mine. If a Trustee is removed by the Protector, any successor Trustee appointed by the removed Trustee shall not take office. The Protector shall also have the right to appoint an individual or corporation with fiduciary powers to replace the removed Trustee or whenever the office of Trustee of a trust becomes vacant. c. Any person serving as Protector may resign. d. The Protector's authority hereunder is conferred in a fiduciary capacity and shall be so exercised, but the Protector shall not be liable for any action taken in good faith. e. No discretionary distribution shall be made from any trust that would discharge or substitute for a legal obligation of any person serving as Protector even if such a distribution would otherwise be authorized under the terms of the trust. f. The Protector may release the Protector's power to remove a particular Trustee and such release may be limited to the releasing Protector or made binding upon any successor Protector. g. The Protector shall not, within the meaning of Code Sec. 672( c), appoint an individual or corporation that is related or subordinate (1) to the Protector or to me, when I am alive, and the Protector is related or subordinate to me or (2) to the Protector when the Protector is an Interested Trustee or would be an Interested Trustee if the Protector were serving as Trustee. Ifmore than one person is serving as Protector, the preceding sentence shall prohibit the appointment of any Trustee that could not be appointed by each such person if serving alone as Protector. 5. If the office of Executor or Trustee of a trust is vacant, and no successor takes office pursuant to any other provision of this Will, an individual or corporation with fiduciary powers may be appointed as Executor or Trustee by my Husband if - 9 - then living and competent, otherwise by a majority of my adult descendants then living and competent. 6. An Executor or Trustee may be appointed pursuant to this Article for a limited purpose or to hold only specified powers. D. Accountings and Other Proceedings. 1. I direct that my estate or a trust hereunder be subject to independent administration with as little court supervision as the law allows. My Executor and the Trustees shall not be required to render to any court annual or other periodic accounts, or any inventory, appraisal, or other returns or reports, except as required by applicable state law. My Executor and the Trustees shall take such action for the settlement or approval of accounts at such times and before such courts or without court proceedings as my Executor or the Trustees shall determine. My Executor or the Trustees shall pay the costs and expenses of any such action or proceeding, including (but not limited to) the compensation and expenses of attorneys and guardians, out of the property of my estate or the trust. The Trustees shall not be required to register any trust hereunder. 2. I direct that in any proceeding relating to my estate or a trust hereunder, service upon any person under a legal disability need not be made when another person not under a disability is a party to the proceeding and has the same interest as the person under the disability. The person under the disability shall nevertheless be bound by the results of the proceeding. The same rule shall apply to non-judicial settlements, releases, exonerations, and indemnities. E. Fiduciary Powers. My Executor and the Trustees may, without prior authority from any court, exercise all powers conferred by this 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 this Will or to any trust hereby created. My Executor and the Trustees shall have absolute discretion in exercising these powers. Except as specifically limited by this Will, these powers shall extend to all property held by my Executor and the Trustees until the actual distribution of the property. The powers of my Executor and the Trustees shall include the following powers: 1. My Executor may pay my debts as soon as practicable in the course of the administration of my estate, and pay my funeral and burial expenses without regard to any limits otherwise imposed by law on funeral and burial expenses. If, under law, my Husband is primarily liable for my funeral or burial expenses or the expenses of my last illness, I hereby relieve him of such liability and direct that payment be made from my estate. - 10 - 2. My Executor may payout of my general estate administration expenses incurred in connection with real or tangible personal property located outside of my domicile. 3. My Executor or the Trustees may determine what property is covered by general descriptions contained in this Will. 4. My Executor may determine whether and to what extent to elect to qualify any eligible property for the federal or state marital deduction, even though an Executor may have an interest affected by the election. 5. My Executor or the Trustees may make any election available under the tax laws in such manner as my Executor or the Trustees shall determine, including any election to treat a revocable trust created by me as part of my estate for income tax purposes, even though an Executor or Trustee may have an interest affected by the election, except where an Executor or Trustee is prohibited from participating in the election by another provision of this Will. 6. My Executor may elect, to whatever extent deemed appropriate, under Sec. 21 13 (a) of the Pennsylvania Inheritance and Estate Tax Act, 72 P.S. Sec. 9113, to subject property to Pennsylvania inheritance tax on my death and thereby avoid any such tax on my Husband's death. 7. My Executor or the Trustees may compromise claims or debts and abandon or demolish any property which my Executor or the Trustees shall determine to be of little or no value. 8. My Executor or the Trustees may sell property at public or private sale, for cash or upon credit, exchange property for other property, lease property for any period of time, and give options of any duration for sales, exchanges or leases. 9. My Executor or the Trustees may, without the consent of any beneficiary, distribute in cash or in kind, and allocate specific assets in satisfaction of fractional shares or pecuniary sums including cash legacies among the beneficiaries (including any trust) in such proportions, not necessarily pro rata, as my Executor or the Trustees may determine, even though an Executor or Trustee has an interest affected by the distribution and even though different beneficiaries entitled to the same sum or share may thereby receive different mixes of assets, possibly with different income tax bases, as long as the fair market value of property on the date of distribution is used in determining the extent to which any distribution satisfies a sum or share. 10. My Executor or the Trustees may apply to the use of any individual, any property, whether principal or income, that otherwise would or could be distributed directly to such individual. - 11 - 11. My Executor or the Trustees may employ a custodian, hold property unregistered or in the name of a nominee (including the nominee of any bank, trust company, brokerage house or other institution employed as custodian), and pay reasonable compensation to a custodian in addition to any fees otherwise payable to my Executor or the Trustees, notwithstanding any rule of law otherwise prohibiting such dual compensation. 12. The Trustees may hold two or more trusts hereunder as a combined fund (allocating ratably to such trusts all receipts from, and expenses of, the combined fund) for convenience in investment and administration, but no combination of trusts for this purpose may alter their status as separate trusts. 13. The Trustees may consolidate any trust for a descendant with another trust having identical terms and the same Trustee (whether or not under this Will) and administer the two as one trust, provided that each portion of the consolidated trust shall terminate and vest in possession no later than the date required for the separate trust from which it came. 14. My Executor or the Trustees may employ and rely upon advice given by accountants, attorneys, investment bankers, and other expert advisers, and employ agents, clerks and other employees, and pay reasonable compensation to such advisors or employees in addition to fees otherwise payable to my Executor or the Trustees, notwithstanding any rule of law otherwise prohibiting such dual compensation. 15. My Executor or the Trustees may accept or decline to accept additions from any source. F. Exoneration from Security. No Executor or Trustee shall be required to give bond or other security in any jurisdiction, and if despite this exoneration a bond is nevertheless required, no sureties shall be required. G. Additional General Provisions Regarding Fiduciaries. 1. "Interested Trustee" means for any trust a Trustee who is (i) a transferor of property to the trust, including a person whose qualified disclaimer resulted in property passing to the trust; or (ii) a person who is or in the future may be eligible to receive income or principal pursuant to the terms ofthe trust. A Trustee described in (i) is an Interested Trustee only with respect to the transferred property (including income and gain on, and reinvestment of, such property). A person is described in (ii) even ifhe or she has a remote contingent remainder interest, but is not described in (ii) if the person's only interest is as a potential appointee under a non-fiduciary power of appointment held by another person the exercise of which will take effect only in the future, such as a - 12 - testamentary power held by a living person. A Trustee who is not an Interested Trustee is a "Disinterested Trustee." 2. My Executor may make distributions directly from my estate to beneficiaries of a trust hereunder, but only at the direction of the Trustees authorized to make such distributions. 3. Under this Will, if two or more separate trusts with the same beneficiaries and same terms are created, either by direction or pursuant to the exercise of discretion, I intend that the separate trusts may but need not have the same investments and may but need not follow the same pattern of distributions. The Trustees' powers shall be exercisable separately with respect to each trust. 4. Except to the extent specifically provided otherwise in this Will, references to my Executor or the Trustees shall, in their application to my estate or a trust hereunder, refer to all those from time to time acting as Executors or Trustees of that Trust and if two or more Executors or Trustees are eligible to act on a given matter they shall act by majority. In the exercise of discretion over distributions, if this Will provides that certain Trustees may participate in distributions limited by an ascertainable standard, while a different set of Trustees may participate in distributions for any purpose, ifthe two sets of Trustees (each acting by its own majority) want to distribute the same item of income or principal to different recipients, the distribution desired by the set of Trustees participating in distributions for any purpose shall prevail. 5. Individual Executors and Trustees shall receive compensation in accordance with the laws of the Commonwealth of Pennsylvania in effect at the time of payment, unless the Executor or Trustee waives compensation; provided that my Husband and descendants shall serve without compensation. A corporate Executor or Trustee shall be compensated by agreement with the individual Executor or Trustee or in the absence of such agreement in accordance with its fee schedule as in effect at the time of payment. I authorize a corporate Executor or Trustee to charge additional fees for services it provides to my estate or a trust hereunder that are not comprised within its duties as Executor or Trustee, for example, a fee charged by a mutual fund it administers in which my estate or a trust hereunder invests, or a fee for providing an appraisal, or a fee for providing corporate finance or investment banking services. I also recognize that a corporate Executor or Trustee may charge separately for some services comprised within its duties as Executor or Trustee, for example a separate fee for investing cash balances or preparing tax returns. Such separate charges shall not be treated as improper or excessive merely because they are added on to a basic fee in calculating total compensation for service as Executor or Trustee. Insurance proceeds and retirement benefits payable to my estate shall not be subject to Executor's compensation. - 13 - 6. No Executor or Trustee shall be liable to anyone for anything done or not done by any other Executor or Trustee or by any beneficiary. 7. The fact that an Executor or Trustee is active in the investment business shall not be deemed a conflict of interest, and purchases and sales of investments may be made through a corporate Executor or Trustee or through any firm of which a corporate or individual Executor or Trustee is a partner, shareholder, proprietor, associate, employee, owner, subsidiary, affiliate or the like, and property of my estate or a trust hereunder may be invested in individual securities, mutual funds, partnerships, private placements, or other forms of investment promoted, underwritten, managed, or advised by an Executor or Trustee or such a firm. 8. My Executor and the Trustees may employ and rely upon advice given by investment counsel, delegate discretionary investment authority over investments to investment counsel, and pay investment counsel reasonable compensation in addition to fees otherwise payable to my Executor or the Trustees, notwithstanding any rule of law otherwise prohibiting such dual compensation. My Executor and the Trustees may but need not favor retention of assets originally owned by me. My Executor and the Trustees shall not be under any duty to diversify investments regardless of any rule of law requiring diversification. 9. The fact that an Executor or Trustee (or a firm of which an Executor or Trustee is a member or with which an Executor or Trustee is otherwise affiliated) renders legal or other professional services to my estate or a trust hereunder shall not be deemed a conflict of interest, and my Executor or the Trustees may pay fees for such services to such Executor or Trustee or firm without prior approval of any court or any beneficiary and whether or not there is a Co-Executor or Co-Trustee to approve such payment. An attorney or other Executor or Trustee who also renders professional services shall receive full compensation for both services as Executor or Trustee and the professional services rendered, except as specifically limited by law. 10. Unless I have specifically provided otherwise, and subject to any ascertainable standard governing its exercise, the Trustees' discretionary power to distribute income or principal includes the power to distribute all of such income and/or principal to one or more members of a class to the exclusion of others whether or not the terms of the trust specifically mention that possibility. 11. A Trustee may irrevocably release one or more powers held by the Trustee while retaining other powers. 12. Any Executor or Trustee may delegate to a Co-Executor or Co-Trustee any power held by the delegating Executor or Trustee, but only if the Co-Executor or Co-Trustee is authorized to exercise the power delegated. A delegation may be - 14- revocable, but while it is in effect the delegating Executor or Trustee shall have no responsibility concerning the exercise of the delegated power. ARTICLE XIV Definitions and Miscellaneous Provisions The following definitions and miscellaneous provisions shall apply under this Will: A. Children and Descendants. References to "children" and "descendants" shall include children and descendants whenever born unless expressly excluded (i.e., William E. McClure, Jr.). B. Surviving Spouse. An individual's "surviving spouse" means the person (if any) surviving the individual to whom the individual is married at the time of the individual's death. C. Determining Descendants. One's children and other descendants shall be determined according to applicable law, except to the extent modified by this paragraph or by any other specific provision of this Will. 1. A child adopted before he or she attains eighteen (18) years of age (but not after attaining that age) shall be treated under this Will as a child and descendant of his or her adopting parents and their ancestors. 2. Adoptions and marriages that are recognized under this Will shall not affect prior distributions or other interests that have previously vested in possession, but they shall enable a person to receive distributions from or remainder or other interests in a trust still in existence. The descendants of a person who is treated as a child or descendant under this Article, shall also be treated as descendants of such person's ancestors. The descendants of a person who is treated as not being a child or descendant under this Article, shall also be treated as not being descendants of such person's ancestors. D. Tangible Personal Property. The term "tangible personal property" does not include personally held art, antiques, stamp and coin collections, and other collectibles. Such term does not include property primarily held for investment purposes, nor does it include any property held for use in a trade or business, ordinary currency and cash, or bullion. E. Per Stirpes. Property that is to be divided among an individual's surviving or then living descendants "per stirpes" shall be divided into as many equal shares as there are children ofthe individual who are then living or who have died leaving surviving or then-living descendants. A share allocated to a deceased child of the individual shall be divided further among such deceased child's surviving or then-living descendants in the same manner. - 15 - F. Minor and Adult. Whether an individual is a minor or an adult shall be determined under the laws of the individual's domicile at the time in question, except in cases when this Will has specifically defined "Minor" to mean a person under twenty-one (21) years of age. G. Code and Regulations. References to the "Internal Revenue Code" or "Code" or to provisions thereof are to the Internal Revenue Code of 1986, as amended at the time in question. References to the "Regulations" or "Regs" are to the Treasury Regulations under the Internal Revenue Code. Ifby the time in question a particular provision of the Internal Revenue Code has been renumbered, or the Internal Revenue Code has been superseded by a subsequent federal tax law, the reference shall be deemed to be to the renumbered provision or the corresponding provision of the subsequent law, unless to do so would clearly be contrary to my intent as expressed in this Will, and a similar rule shall apply to references to the Regulations. H. Disabled Trustee. A trustee is "disabled" (and while disabled shall not serve as Trustee) when a written certification is in effect that the examined Trustee is physically or mentally incapable of managing the affairs of the trust, whether or not there is an adjudication of the Trustee's incompetence. 1. This certification shall be valid only if it is signed by at least two (2) physicians, each of whom has personally examined the trustee and at least one (1) of whom is board-certified in the specialty most closely associated with the alleged disability. 2. This certification need not indicate any cause for the trustee's disability. 3. A certification of disability shall be rescinded when a serving trustee receives a certification the former trustee is capable of managing the trust's affairs. This certification, too, shall be valid only if it is signed by at least two (2) physicians, each of whom has personally examined the trustee and at least one (1) of whom is board certified in the specialty most closely associated with the former disability. 4. No person is liable to anyone for actions taken in reliance on the certifications under this paragraph, or for dealing with a trustee other than the one removed for disability based on these certifications. I. Gross Estate. "Gross estate" means my gross estate as determined for federal estate tax purposes (or for state death tax purposes where relevant). [SIGNATURE PAGE ON NEXT PAGE] - 16 - IN WITNESS WHEREOF, I have hereunto subscribed my name on this ! Ii-day of ---hn- { , 2003. ~~ .S P;~nR CHARLOTTE S. MCCLURE Signed, sealed, published and declared by CHARLOTTE S. MCCLURE, the testatrix above named, as and for her last will and testament, in our presence, and we in her presence, and in the presence of each other, have hereunto subscribed our names as witnesses: Witness: Address: -I?dD:! ~:(4 L1'\- )C. L ~ L. e..... ~A:- 8 LhLfJ III - 17 - COMMONWEALTH OF PENNSYLVANIA ) ) ss: COUNTY OF DAUPHIN ) We, CHARLOTTE S. MCCLURE, AJa,,-Cj J..-. ~J4J and ~.hu4- 1<. --r<~ , the testatnx and the witnesses, respectively, whose names are subscribed to the foregoing instrument, being first duly sworn, do hereby declare to the undersigned authority that the testatrix signed and executed the instrument as her last Will and that she had signed willingly and that she executed it as her free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of the testatrix, signed the Will as witness and that to the best of each such witness's knowledge the testatrix was at that time eighteen (18) years of age or older, of sound mind, and under no constraint or undue influence. WITNESS: /' T~ATRIX: ~ J~ Jj;Q-~ ~Jf,~ CHARLOTTE S. MCCLURE WITNESS: 4?~~1 Subscribed, sworn to and acknowledged before me by CHARLOTTE S. MCCLURE, the ~ K. 7,~f-c.eJ , the witnesses, this /J~ L.~hPll'j I/o 'it- day of .;;Jp/() and testatrix, and subscribed and sworn to before me by 2003. ~4dn ~ Notary Publi~ (SEAL) Notarial Seal Lisa l. Piergallini, Notary Public Derry Twp.. Dauphin County lIAy Commission Expires May 5, 2003 Member, Pennsylvarua II;sSOClation ot Notaries