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Home My WebLink About06-27-08PETITION FOR PROBATE AND GRANT OF LETTERS REGISTER OF WILLS OF CUMBERLAND Estate of Frank D. Armstrong a{so known as COUNTY, PENNSYLVANIA File Number Ol~ ~~ ~~"-~ Deceased Social Security Number 204-26-8965 Petitioner{s), who islare 18 years of age or older, apply(ies) for: (COMPLETE A' or B' BELOW:) ~/ A. Probate and Grant of Letters Testamentary and aver that Petitioner(s) is /are the EX2CUtOr named in the last Will of theMMDecede((~~nt dated May 18, 2000 ~~ ~~ and co-d~i^cil(s) d1ated September 1, 2004 ry, t'IG/4i]tAC'~Jt'Pt5 2lL~ ~r~a~r5 \ f`lIS^f" C~A/1.(.~gilc.t i,3 rGIIOCI/cC.c^-'` (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: i" O 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.) B. Grant of Letters of Administration (Lfnpplicable, enter. c. t. a.; d. b. n. c. t. a.; pendentelite; duranteabsentia; duranteminoritate) (List street address, town city, township, county, state, zip code) "~ Decedent, then 75 years of age, died on June 11, 2008 at Select Specialty Hospital, East Pennsboro yn~n,n '~ Ciimherlanri Cnunty PA Decedent at death owned property with estimated values as follows: (If domiciled in PA) All personal property $ o~ ~o ~ ~` O (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 fol Wherefore, Petitioner(s) respectfu{ly request(s) the probate of the last W ill and Codicil(s) presented with this Petition and the grant of Letters in the appropriate form to the undersigned: ~ Sienature Typed or printed name and residence ~ Barbara H. Armstrong, 1958 Chestnut Street, Camp Hill, PA 17011 Form Rw-oz rev. 10.(3.06 Page 1 of 2 (COMPLETE IN ALL CASES:) Attach additional sheets if necessary. ~; !__> ~i' ~ ~~ _ -_ Decedent was donciled at death in Cumberland County, Pennsylvania with his /her last principal re~i~ence at 195f1 Chestnut Street. Borough of Camo Hill. Cumberland County. PA 17011 .~-=- N Oath of Personal Representative COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND SS The Petitioner(s) above-named swear(s) or affirm(s) that the statements in the foregoing Petition are true and correct to the best of the Irnowledge and belief of Petitioner(s) and that, as personal representative(s) of the Decedent, Petitioner(s) will well and truly administer the estate according to law. ,-~ .. , r ,-. Sworn to a: affirmed+a~nd subscribed before me the ~ / daQy~f 0 Signature of Personal Representative _,~ Signature of Personal Representative ,~~ ~.,, ~~ l ~~:~ L ~~ C Fair the Register Signature of Personal Representative '.-') ..~„p File Number: _ _~ ._ ~ Estate of Frank D. Armstro Deceased ''~ Social Security Number:204-26-8965 Date of Death: June 11, 2008 AND NOW, , in consideration of the foregoing Petition, satisfactory proof having been presented before me, IT IS DECREED that Letters Testamentary are hereby granted to Barbara H. Armstrong in the above estate and that the instrument(s) dated May 18, 2000 and September 1, 2004 described in the Petition be admitted to probate and filed of record as the last Will (and Codicil(s)) of Decedent. FEES Letters ...~S .~.p~.~~ . $ V~Q~ Short Certificate(s) .. ~ ... $ CJ Renunciation s) .... ~..... $ J JC ... $ t ... $ Jr U ... $ l5 ... $ ... $ ... $ ... $ ... $ TOTAL .............. $ 3 ~ Regis f Wills Attorney Signature: o~ Attorney Name: Elyse Rogers, Esquir Supreme Court I.D. No.: 41274 Address: Keefer Wood Allen & Rahal, LLP 635 North 12th Street, Suite 400 Lemoyne, PA 17043 Telephone: 717-612-5801 l:orm Rw-o~ ,~ev. !0.13.06 Page 2 of 2 nu3xus kF_~ ;nun, 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 1433135 Certification Number This is to certify that the information here given correctly copied from an original Certificate of Deat duly tiled with Ire as Local Registrar. The origi certificate will he forwarded to the State Vit Records Office l~~r permanent filing. ~~~.. d`° JU 16 008 Local Registrar Date Issued REV 11/2006 COMMONWEALTH OF PENNSYLVANIA • DEPARTMENT OF HEALTH • VITAL RECORDS ' PRINT IN MANENT CERTIFICATE OF DEATH cK INK (See instructions and examples on reverse) ~r,_~ r.~ ~~ x~. ~, r:. r..; - ~ -..l ,.. ::_'~ _} -~ - t-~ ~ "..... t , ,- ~~ 1. Name of Decedent IFlrsl, midtlle, last, suRlx) 2. Sex -----.__ 3. Social Security Number -- r - v - v 1 r d. Dale of Death (MOnm, tlay, year) male 204 -26 - 8965 June 11,2008 5. Age (Last Birthtlay) Untler t year U er 1 day fi, Date of Binh (Month, day, year) 7. Birthplace (City aM stale or foreign country) Bor. Place of Death (Check only one) 75 Nonths Days Hars Minutes Aug. 10, 1932 Lock Haven, PA Hospital: Other. Yrs ,npabenl ^ER/Outpatient ^DOA ^ Nursing Home ^ Residence ^Other - Specity: Bb. Counry of Death &. Ciry, Boro, Twp. of Death Btl. Fadlity Name (If not insNlulion, give street antl number) 9. Was Decedent of Hispank Origin? ^ No ^ Yes 10. Race:American Indian, Black White etc Cumberland East Pennsboro , . . (II yes, specity Cuban, (g„a,.i~ Select Specialty Hospital Mexican,PuenoRican,etc.) white 11. Decedent's Usual Occ tqn Kmd of work done tlurm most of wonci Ida. Do not sr91e retlred 12. Was Decedent ever m the 13. Decedent's Education (Spedty onry highest grade completed) 14. Marital SIGNS: Mamed, Never Memed, 18. Surviving Spouse (If wife, give maiden name) Kind of Work Kind of Business /Industry 115. Armed Forces? Elementary I Secondary (0-12) College (1-4 or 5+) Widowed, Divorced (Spedyl insurance broke insurance ^Vea[~No 12 4 married Barbara Hetheringto 16. Decedent's Marling Address (Street, city /town, stale, rip code) Decedem's Did Decedent 19 5 8 Chestnut S t Actual Residence 17a. Slate p P TI T C ~[ ~ V a h 7 r3 LNe in a 17c. ^ yes pecedent Lived in TwP. T h . 1 1 P A 17 01 1 H i owns ip? 17d.~( No, Decedent Uved within 17n. Counry Cumber 1 a n d m . Actual Linnls of Ciry /Boro 18. Father's Name (First, mitldle, last sumx) 19. Mother's Name (First, middle, maiden surname) Frank D. Armstrong Mildred Sh2n'c 20a. Informant's Name (Type / Print) 2W. Inlonnant's Mailing Atldress (Street city /town, slate, zip code) Barbara Armstrong 1958 Chestnut St., Camp Hi11,PA 17011 21a. Method of Disposihon Cremation ^ Donahon 21b. Date of Dispositlon (Monty, day, year) 21c. Place of Disposition (Name of cemetery, crematory or other place) 21d. Location (Ciry /town, state rip cotle) ^ Burial Removal Iron Slate 'Wes Cremafion or Donator Autlarized ^ June 14 , 2 0 0 8 H o 11 i n g e r Crematory , H o 11 t S i g s ~ P A ~ ^ No r - Specify: by Medleal Examiner / Corater7 . y pr n 2 lure d F ' ensee (or per acting as suc 22b. License Number 22c. Name and Address of Fadlity FD-013163-L Musselman FHSCS,324 Hummel Ave.,Lemoyne,PA17043 e Items 2 -c aMy when cenirying 23a. 7e the hest of my knowledge, de occurred at Me Nme. date and place staled. (SgnaNre and dtle) 23h. License Numher 23c Dale Si ned (Month da e physician Is not available at hrne of tleath to . g , y, y ar( certlly rouse of deaN. Items 24-26 must be completed by person who ronounces tleath 24. Time of Deaths ^ ~ 28. Date Pronounce/d Dead (Month, day, year) 28. Was Case Referred to Medical Examiner /Coroner for a Reason Other than Cremation or Donation? D . ( ,! ~ M. G krs i I 2 C, ~) r.~ 1 ^Ves ~No CAUSE OF DEATH ( Instruetfons and examples ~ Approximate interval; Item 27. Pan I: Enter the chain of events -diseases, injures, or canplicalions -that directly caused the death. W NOT enter lenninal events such as cardiac artest r Onset to DeaM Pad II: Enter other sianilk~nt cord ions >w+tnb dins to = h, but not resuhing in the underlying cause iven in Pan I 2g. Did Tobacco Use Conlnhute to Dealh7 ^ Yes ^ Probabl respiratory artest a ventricular fbrillalion without showing the ehobgy. List only one rouse an each line. g . y ^ No ~"Unknown IMMEDIATE CAUSE (Final disease a ~ cpndilian resumng in death) -~ a ~ I ~ ~ ~ L '~( ~ f~~l f rt ' ~~ ,~' y l 29. If Female. _ Due te,( as a consequence of) ~ Sequenlulp Ilse eonditions,dany, b. I l (~ IV( ~i ('~~ ~~~~>~ ~.~ Ye ~ ~ ICI ~ 1 ~)~j r ~~ leafing to the cause Bstetl on line a. ~~ p ' L ~ 1~ ^ Not pregnant within pall year ^ Pregnant at time of death Enter the UNDERLYING CAUSE Due Lo (or as a consequence op: ~ i ^ Not pregnant but pregnant within 42 days (tliseese or injury Mat kk6eted the c. evenh resuhing in deem( LAST. ~ ~ ~~~~ of death Due to (or as a consequence off: , d 4 / r- ~j- 1F L l4 ~' _ ~~' ^ Nol pregnant, but pregnant 43 days l0 1 year before daatn ~ 1: IV ^ Unknown H pregnant within the past year 30a. Was an Autopsy Performed? 30b. Were Autopsy Findings Available Pre to Completion 31 Manngr of Death 32a. Date of Injury (Month, day, year) 32b. Describe How Injury Occurted 32c. Place of Injury: Home, Farm, Street, Factory. nl Cause of Death? ~tural ^ Homidde Office Building, etc. (Speciry) ^ Yes y~NO ^Ves ^ No ^ Accdent ^ Pending Investigation 32d. Tme of Injury 32e. I~qury al Work? 32f. II Transponanon Injury (SpedtyJ 32g. location of Injury (Street, dry /town, slatel ^ Suidtle ^ Could Not be Determined ^Ves ^ No ^ Driver I Operator ^ Passer r;^Pedeslnan M ^ Olhar ~ Specify: _ ~ 33a. Certifier (check Dory one) • CeAitying physician (Physician certirying cause of death when another physician has pronounced deem and completed Item 23) - 33b. Si namr d t N' I C. f~ ~' ~ I 9 CR ", , %~ ! ~' ).y~' D - ? La t" ~ ~ ~ i (/ S To the heat of my knowledge, death occurted due to the causes) and manner es slated_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ • Pronaundng and certitying physldan (Physkdan bosh pronoundng death and cenifying to cause of deem) Ta the beet of m knowled death occurretl at the time e d t tl l d d th ^ .License Number 33tl. Dale Sgned, (Month, tla ,year) ^ y g , , a e, an p ace, an ue to e causes) and manner as staterl_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ • Medical Examiner /Corona ~/.~ D ~, ~ 2 ~ ~ ~ ~ ~ I ~ _` V O^ the basis of examination antl / or Investigation, in my opinion, tleath occurred at the time, date, end place, and tlue to the cause(s) end manner as staled_ ^ 34 Name antl Address of Pa rs o n Who Campl eled Cause of Death (Item 2j) T ype / Pnn~ 36. Regis gnature and D u ~ 36. Dale F (Month, day, year) qqq ''~ yy- ( ~ ` y ~ ~ ~, ~U y ~ ~1 a t..l~ ti L 13 (_~~V I \l) ~1 J L_L7.~j. L i.~ ~~ ~ ~ I ~ I Disoosdion Permit Nn. /C1 :JC G+C C~ ~ 7 yY LAST WILL AND TESTAMENT OF FRANK D. ARMSTRONG I, FRANK D. ARMSTRONG, of Cumberland County, Pennsylvania, make this Will, hereby revoking all my former Wills and Codicils. ~-~ -~ ARTICLE ONE DEFINITIONS - , ~ ~ \ § 1.1 As used herein, the following terms shall have the following meanings:~~ § 1.1.1 "My Wife" shall mean BARBARA H. ARMSTRONG. § 1.1.2 "My Children" shall mean My Wife's daughter, WENDY MERCHANT, and my children, PATRICIA ARMSTRONG, WILLIAM P. ARMSTRONG and FRANK D. ARMSTRONG, JR. § 1.1.3 "My issue" shall mean My Children, as defined in § 1.1.2 above, and the descendants of My Children. ARTICLE TWO TANGIBLE PERSONAL PROPERTY ., .., § 2.1 I bequeath all my tangible personal property, including by way of illustration but not by way of limitation, my household furniture and furnishings, paintings, books, automobiles, jewelry and personal effects, exclusive of any such property used in a trade or business, in accordance with the terms of a signed and dated memorandum I may prepare. If no such memorandum is located or received by the Executor within sixty (60) days after being appointed as such, after conducting a reasonable search for such memorandum, the Executor shall be held harmless for distributing such property as hereinafter provided. § 2.2 I bequeath any such property not disposed of by such memorandum, or all of such property if no such memorandum is so located or received, to My Wife, if she survives me. If My Wife does not survive me, I bequeath such assets to My Children living at my death to be divided among them in as nearly equal shares as they agree. In the event of irreconcilable disagreement among My Children, they shall take alternate turns selecting individual items with my oldest Child making the first selection. Any items not so selected shall be sold and the proceeds shall pass as a part of my residuary estate. § 2.3 To the extent practicable in the Executor's sole discretion, I bequeath any policies of insurance on such property to the beneficiary entitled to such property. § 2.4 I direct that the expenses of storing, packing, shipping, insuring and delivering any such property to the beneficiary entitled thereto shall be paid by the Executor as an administrative expense of my estate. ARTICLE THREE MARITAL TRUST § 3.1 If My Wife survives me, I devise and bequeath to my Trustee herein named, an amount equal to the value of my probate estate (determined on the basis of the values finally determined for federal estate tax purposes), other than property passing under the foregoing provisions of this Will, reduced by an amount, if any, needed to increase my taxable estate so that the federal estate tax as finally determined, after taking into consideration my adjusted taxable gifts, will equal my unified credit, the credit for property previously taxed and the state death tax credit (to the extent that the use of said credit does not result in an increase in the state death taxes otherwise payable) available against such tax, assuming that an election were made to -2- qualify all qualified terminable interest property, other than the trust provided for under .Article Four of this Will, for the federal estate tax marital deduction whether or not such election is actually made. This trust, to be known as the Marital Trust, maybe composed of cash, of property in kind or partly of cash and partly of property in kind, and shall be funded only with property which qualifies for the federal estate tax marital deduction in my estate, valued at the date of distribution, and which, to the extent other property is available, shall not include property for which a foreign death tax credit is available. The Marital Trust shall be administered and distributed in accordance with the following provisions of this Article Three: § 3.1.1 The Trustee shall hold, manage, invest and reinvest the trust property, shall collect the income thereof and shall distribute the net income in quarter-annual installments, or more frequently if the Trustee deems it advisable, to or for the benefit of My Wife. § 3.1.2 The Trustee may also distribute to or for the benefit of My Wife so much of the principal of the trust property as the Trustee shall from time to time deem necessary or proper for My Wife's health, maintenance and support, taking into account other available funds, including her individual assets. § 3.1.3 Upon the death of My Wife, (a) the Trustee shall pay any accrued or undistributed net income to My Wife's personal representative and shall also pay to My Wife's personal representative or directly to the taxing authority from the principal of the trust property the additional amount of estate taxes, inheritance taxes, transfer taxes and other taxes of a similar nature, and all interest and penalties with respect to any such taxes, attributable to the inclusion of the value of this trust in My Wife's estate for such tax purposes; and (b) the Trustee shall then distribute the balance of the trust property in accordance with the provisions of Article Five hereof. ARTICLE FOUR RESIDUARY UNIFIED CREDIT TRUST § 4.1 If My Wife survives me, I devise and bequeath to my Trustee, herein named, all of the rest, residue and remainder of my estate, to be held for the benefit of My Wife in trust, in accordance with the following provisions of this Article Four: -3- § 4.1.1 The Trustee shall hold, manage, invest and reinvest the trust property, shall collect the income thereof and, during the life of My Wife, the Trustee shall distribute the net income in quarter-annual installments, or more frequently if the Trustee deems it advisable, to or for the benefit of My Wife. § 4.1.2 The Trustee may also distribute to or for the benefit of My Wife, so much of the principal of the trust property as the Trustee shall from time to time deem necessary or proper to adequately provide for My Wife's health, maintenance and support, taking into account other available funds, including her assets; provided, however, no such distribution shall be made until all assets held in the trust created by Article Three of this Will are first expended or exhausted. § 4.1.3 Upon the death of My Wife, the Trustee shall distribute the balance of the trust property in accordance with the provisions of Article Five hereof. ARTICLE FIVE UPON THE DEATH OF THE SURVIVOR OF MY WIFE AND ME § 5.1 Upon my death, if My Wife does not survive me or to the extent she is deemed to have predeceased me as a result of a valid disclaimer, or if My Wife survives me, then upon My Wife's death, all assets not otherwise disposed of by this Will or to be distributed in accordance with this Article Five shall be distributed to my issue then living, per stirpes, subject to being held in trust in accordance with the provisions of Article Six hereof. ARTICLE SIX TRUST FOR BENEFICIARY UNDER 30 YEARS OF AGE § 6.1 Except as otherwise may be provided in this Will, if any beneficiary, other than a Child of mine, is entitled to receive a mandatory distribution of property from my estate or from any trust created by this Will and is under thirty (30) years of age, I devise and bequeath such property to my Trustee, herein named, or I direct that such property be held by my Trustee in continued trust, as the case maybe, for the benefit of such beneficiary, in trust, in accordance with the following provisions of this Article Six: -4- § 6.1.1 While each such beneficiary is under twenty-one (21) years of age, the Trustee shall hold, manage, invest and reinvest the trust property, shall collect the income thereof and shall apply to or for the benefit of such beneficiary so much of the net income and, if the net income is insufficient, so much of the principal of the trust property as the Trustee, in the Trustee's discretion, shall from time to time deem necessary or proper for such beneficiary's health, maintenance, support and complete education. The Trustee shall annually accumulate any net income not so distributed and add the same to the principal of the trust property. § 6.1.2 After such beneficiary attains twenty-one (21) years of age, the Trustee shall continue to hold, manage, invest and reinvest the trust property, shall collect the income thereof and shall distribute the net income in quarter-annual installments, or more frequently if the Trustee deems it advisable, to or for the benefit of such beneficiary. § 6.1.3 In addition to the foregoing, after such beneficiary attains twenty-one (21) years of age, the Trustee may distribute to or for the benefit of such beneficiary so much of the principal of the trust property as the Trustee, in the Trustee's discretion, shall from time to time deem necessary or proper for such beneficiary's health, maintenance, support and complete education, including college and graduate education, and professional, vocational or technical training, and to assist such beneficiary with his or her reasonable wedding expenses, in the purchase of a principal residence and in the establishment of a profession or of a business considered a good risk by the Trustee, taking into account other available funds, including such beneficiary's assets. § 6.1.4 At any time after such beneficiary attains thirty (30) years of age, such beneficiary may withdraw any or all of the principal of his or her trust. § 6.1.5 If such beneficiary dies before the complete termination of his or her trust, the Trustee shall distribute the property then held in trust as follows: § 6.1.5.1 If the beneficiary's trust is a Non-GST Exempt Trust as defined in § 8.2.9 herein, the Trustee shall distribute the property then held in trust for such beneficiary to such persons or entities (including the beneficiary's estate), in such amounts and upon such trusts, terms and conditions as the beneficiary by his or her last Will may appoint by specific reference to this general power of appointment. Any property not so appointed shall be divided into shares for the beneficiary's issue then living, per stirpes, or if none, for the issue then living of the parent of the beneficiary who was a descendant of mine, per stirpes, or if none, for my issue then living, per stirpes, and in all circumstances subject to being held in continued trust in accordance with the provisions of this Article Six. -5- § 6.1.5.2 If the beneficiary's trust is a GST Exempt Trust as defined in § 8.2.9 herein, the Trustee shall distribute the property then held in trust for such beneficiary to such of my issue other than the beneficiary in such amounts and upon such trusts, terms and conditions as the beneficiary by his or her last Will may appoint by specific reference to this special power of appointment. Before exercising such special power of appointment, I request that the beneficiary seek counsel regarding the generation skipping transfer tax effects of such exercise. Any property not so appointed shall be divided into shares for the beneficiary's then living issue, per stirpes, or if none, for the issue then living of the parent of the beneficiary who was a descendant of mine, per stirpes, or if none, for my then living issue, per stirpes, and in all circumstances subject to being held in continued trust in accordance with the provisions of this Article Six. ARTICLE SEVEN APPOINTMENT OF FIDUCIARIES § 7.1 I appoint My Wife as Executrix of this Will. If she should be unable or unwilling to act or continue to act, for any reason whatsoever, I appoint BRADLEY J. GUNNISON, ESQUIRE as successor Executor. If BRADLEY J. GUNNISON, ESQUIRE is unable or unwilling to act or continue to act, for any reason whatsoever, I appoint PNC BANK, N.A. as my successor Executor. All references herein to the "Executor" shall mean my originally appointed Executrix or my successor Executor, as the case maybe. § 7.2 I appoint My Wife as Trustee of any trust created by this Will. If she should be unable or unwilling to act or continue to act, for any reason whatsoever, I appoint PNC BANK, N.A. ("PNC") as successor Trustee. PNC and its successors shall be known as the "Corporate Trustee." The Corporate Trustee may resign at any time, for any reason whatsoever. At any time and from time to time, the then income beneficiaries of all trusts hereunder, by majority vote, may require the resignation of the Corporate Trustee. Upon the resignation of the Corporate -6- Trustee, the then income beneficiaries of all trusts hereunder, by majority vote, shall appoint a successor Corporate Trustee, who shall be a banking or financial services institution with fiduciary powers which is not related or subordinate to any such income beneficiary within the meaning of Section 672(c) of the Internal Revenue Code. All references herein to the "Trustee" shall mean the originally appointed Trustee or the successor Corporate Trustee, as the case may be. § 7.3 I appoint the Trustee then serving hereunder as Guardian of the estates of any minor beneficiaries under this Will, including the proceeds of any life insurance on my life payable to such minors and any other property, rights or claims with respect to which I am entitled to appoint a guardian and have not otherwise specifically done so. The Guardian shall have full authority to use such assets, both principal and income, in any manner the Guardian shall deem advisable for the best interests of the minor, including college and graduate education, and professional, vocational or technical training, without securing a court order. ARTICLE EIGHT POWERS OF FIDUCIARIES § 8.1 No fiduciary under this Will shall be required to give bond or other security for the faithful performance of the fiduciary's duties. § 8.2 Any such fiduciary shall have the following powers, in addition to those given by law: § 8.2.1 To invest in, accept and retain any real or personal property, including stock of a corporate fiduciary or its holding company, without restriction to legal investments; provided, however, if any property that forms a -7- part of the principal of the trust established by Article Three of this Will is unproductive, My Wife may at any time and from time to time by a written notice require the Trustee of said trust either to make any or all of such property productive or to convert such property within a reasonable time after the Trustee receives such notice; § 8.2.2 To sell, exchange, partition or lease for any period of time any real or personal property and to give options therefor for cash or credit, with or without security; § 8.2.3 To borrow money from any person, including any fiduciary acting hereunder, and to mortgage or pledge any real or personal property; § 8.2.4 To hold shares of stock or other securities in nominee registration form, including that of a clearing corporation or depository, or in book entry form or unregistered or in such other form as will pass by delivery; § 8.2.5 To engage in litigation and compromise, arbitrate or abandon claims; § 8.2.6 To make distributions in cash, or in kind at current values, or partly in each, allocating specific assets to particular distributees on a non-pro rata basis, and for such purposes to make reasonable determinations of current values; § 8.2.7 To make elections, decisions, concessions and settlements in connection with all income, estate, inheritance, gift or other tax returns and the payment of such taxes, without obligation to adjust the distributive share of income or principal of any person affected thereby; § 8.2.8 To join with My Wife or her personal representative in the filing of a joint income tax return for any period for which such a return maybe permitted, without requiring her or her estate to indemnify my estate against liability for the tax attributable to her income, and to consent, for federal gift tax purposes, to having gifts made by My Wife during my lifetime treated as having been made half by me; § 8.2.9 To allocate, in the Executor's sole and absolute discretion, any portion of my exemption under Section 2631(a) of the Internal Revenue Code ("My GST Exemption"), to any property as to which I am the transferor, including any property transferred by me during my lifetime as to which I did not make an allocation prior to my death. Similarly, My Wife's Executor may allocate a portion or all of My Wife's exemption ("My Wife's GST Exemption") from generation skipping transfer tax to property held hereunder of which My Wife is deemed transferor. Any such election or allocation shall be binding upon the Trustee and any beneficiary of any trust created hereunder. The Trustee is directed to divide any trust created under this Will into two (2) or more separate -8- trusts, if necessary, to segregate the portion or portions of the trust or trusts created hereunder over which My GST Exemption or My Wife's GST Exemption has been allocated (the "GST Exempt Trusts") from the portion or portions of the trust or trusts created hereunder over which neither My GST Exemption nor My Wife's GST Exemption has been allocated (the "Non-GST Exempt Trusts"); provided, however, that any such separated trusts shall be held, administered and disposed of in accordance with the terms hereunder as identical trusts in all other respects, except as provided in § 6.1.5 above; § 8.2.10 To disclaim any interest I may have in any estate if the Executor deems such disclaimer to be in the best interests of my estate and the beneficiaries thereof; § 8.2.11 To merge, after the death of My Wife, any trust created hereunder with any other trust or trusts created by me or My Wife, under will or deed, if the terms of any such trust are substantially similar and are held for the primary benefit of the same persons, and if such merger shall not cause any adverse income, estate or generation skipping transfer tax consequence; § 8.2.12 Following the death of My Wife, to terminate any trust created herein, the principal of which is or becomes too small in the Trustee's discretion to make the establishment or continuance of the trust advisable, and to make immediate distribution of the then remaining trust property to the beneficiary then entitled to the income of the trust property or, if there is more than one beneficiary, to the beneficiaries then entitled to the income of the trust property, in proportion to their respective interests therein or, if such interests are not defined, in equal shares to such beneficiaries. The receipts and releases of the distributees will terminate absolutely the right of all persons who might otherwise have a future interest in the trust, whether vested or contingent, without notice to them and without the necessity of filing an account in any court; and § 8.2.13 To file the appropriate election in accordance with Section 2056(b)(7)(B)(v) of the Internal Revenue Code to designate whatever portion of the trust established in Article Three of this Will that the Executor, in the Executor's sole discretion, determines should qualify for the marital deduction. In making this determination, the Executor is directed to consider the present and projected financial requirements of My Wife, the expected period of survivorship of My Wife and the assets that have passed to My Wife other than under the provisions of this Will. If the Executor does not make an election pursuant to Internal Revenue Code Section 2056(b)(7)(B)(v) with respect to all of the assets held in trust under Article Three hereof, the respective trust estates thereunder maybe divided into separate trusts pursuant to the terms of the election and such division shall be based upon the fair market value of the assets comprising the respective trusts at the time of the division. -9- ARTICLE NINE PROVISION FOR TAXES § 9.1 All estate taxes, inheritance taxes, transfer taxes and other taxes of a similar nature payable by reason of my death to any government or subdivision thereof upon or with respect to any property subject to any such tax (solely for the purposes of this Article, "Death Taxes"), and any penalties thereon, shall be paid by the Executor as follows: (a) if My Wife survives me, all such Death Taxes and penalties shall be paid out of the principal of the property, if any, disclaimed by My Wife and, if none or to the extent such disclaimed property is insufficient, from the principal of that portion of my estate disposed of by Article Four of this Will; and (b) if My Wife does not survive me, all such Death Taxes and penalties shall be paid from the principal of that portion of my estate disposed of by Article Five of this Will. All interest with respect to any such Death Taxes and penalties shall be paid by the Executor out of the income or principal or partly out of the income and partly out of the principal of such portion of my estate, in the absolute discretion of the Executor. My Executor shall not make apportionment among or seek reimbursement from the beneficiaries, recipients or owners of such property for any such Death Taxes, penalties or interest. Notwithstanding any provision of this Article to the contrary, the Executor shall not pay any such Death Taxes, penalties or interest attributable to any property included in my estate solely because of a power of appointment thereover which I possess but have not exercised or any qualified terminable interest property. ARTICLE TEN PROVISION FOR DEBTS AND EXPENSES § 10.1 I direct that any of my legally enforceable debts, any expenses of my last illness, funeral and burial, and any of the administrative expenses of my estate (solely for the purpose of -10- this Article, "Debts and Expenses"), shall be paid as follows: (a) if My Wife survives me, all such Debts and Expenses shall be paid out of the principal of the property, if any, disclaimed by My Wife and, if none or to the extent such disclaimed property is insufficient, from the principal of that portion of my estate disposed of by Article Four of this Will; and (b) if My Wife does not survive me, all such Debts and Expenses shall be paid from the principal of that portion of my estate disposed of by Article Five of this Will. ARTICLE ELEVEN BUSINESS INTERESTS § 11.1 In the event any business interests should be an asset of my estate, whether the same involves a proprietary interest, a partnership interest or stock in a closely held corporation, whether wholly owned, controlled by me or owned in substantial part by me, I authorize the Executor and Trustee, as the case maybe (hereinafter referred to as the fiduciaries), subject to the terms of any agreement I may have made for the sale of my interests, to continue said business until such time as the fiduciaries shall deem it advisable to sell, to liquidate or to distribute the same in kind. With respect to any sale or exchange of the stock of any such business interest and in the absence of any such agreement entered into by me prior to my death, I direct the fiduciaries to consider and to determine the appropriateness of a sale or redemption of such stock in accordance with Section 303 of the Internal Revenue Code to the business entity and a possible deferral of federal estate tax payments under Section 6166 of the Internal Revenue Code. It is my desire that to the extent possible any business interest which I may own at the time of my death be continued or disposed of only in an orderly manner so as to maximize the proceeds of any disposition. If an election under the foregoing provisions will effect such desire, the fiduciaries are encouraged to pursue such election if the fiduciaries deem such election also to be in the best -11- interests of my estate and the beneficiaries thereof. The fiduciaries shall have all rights and powers in connection with such business as I had when living, including specifically the power at any time and from time to time to operate or to join in the operation of the same as a going concern, to form or to reform a general or limited partnership, to incorporate or to reincorporate and to liquidate or to sell the same or any part thereof as the fiduciaries deem it advisable for the best interests of my estate and of the beneficiaries thereof without the necessity of any order of court and without any liability for loss resulting from the operation of said business except when such loss is the result of gross negligence or fraud on the part of the fiduciaries. ARTICLE TWELVE MISCELLANEOUS PROVISIONS § 12.1 As used in this Will, the term "Internal Revenue Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, or the corresponding provision of subsequent law. § 12.2 If My Wife and I die under such circumstances that it is impossible to determine which of us survived, it shall be conclusively presumed and this Will shall be construed as if My Wife had survived me. If any person, other than My Wife, and I die under such circumstances that it is impossible to determine which of us survived, it shall be conclusively presumed and this Will shall be construed as if such person had predeceased me. § 12.3 No Trustee who is under a legal obligation to support a beneficiary of a trust created hereunder shall participate in the exercise of any discretion granted to the Trustee of that trust to distribute net income or principal in discharge of that legal obligation. Furthermore, no -12- Trustee shall enter into any reciprocal arrangement with any other trustee for the purpose of indirectly exercising a power prohibited hereunder. § 12.4 Whenever a fiduciary is directed to distribute property to or for the benefit of any beneficiary who is under (a) twenty-one (21) years of age, or (b) a legal disability or otherwise suffers from an illness or mental or physical disability that would make distribution directly to such beneficiary inappropriate (as determined in the fiduciary's sole discretion exercised in good faith), the fiduciary may distribute such property to the person who has custody of such beneficiary, may apply such property for the benefit of such beneficiary, may distribute such property to a custodian for such beneficiary, whether then serving or selected and appointed by the fiduciary (including the fiduciary}, under any applicable Uniform Transfers to Minors Act or Uniform Gifts to Minors Act, may distribute such property to the guardian of such beneficiary's estate, may distribute such property directly to such beneficiary's estate, or may distribute such property directly to such beneficiary (except if any of the conditions hereinbefore described in (b) apply), without liability on the part of the fiduciary to see to the application of such property. This provision shall not in any way operate to suspend such beneficiary's absolute ownership of such property or to prevent the absolute vesting thereof in such beneficiary. § 12.5 Except as otherwise maybe provided in this Will, during the continuance of any of the trusts created under the provisions of this Will, and thereafter until the property is distributed to and received by any beneficiary hereunder, the principal sums thus held in trust for any beneficiary, respectively, and the income thereof shall not be subject to or liable for any contracts, debts, engagements, liabilities or torts of such beneficiary now or hereafter made, contracted, incurred or committed, but shall be absolutely free from the same, and such -13- beneficiary shall have no power to sell, assign or encumber all or any part of the principal sums or such beneficiary's interest therein, respectively, or the income thereof, or to anticipate the income. § 12.6 A corporate fiduciary shall be entitled to receive compensation for its services hereunder in accordance with its schedule in effect when the services are performed, but not in excess of such compensation as would be approved by a court of competent jurisdiction. An individual fiduciary shall be entitled to receive reasonable compensation for such fiduciary's services hereunder. § 12.7 Notwithstanding any other provision of this Will, upon the expiration of twenty-one (21) years after the death of the last survivor of My Wife and my issue living at my death, the trusts created by this Will shall forthwith terminate and the trust property shall be distributed to the beneficiary then entitled to the income of the trust property or, if there is more than one beneficiary, to the beneficiaries then entitled to the income of the trust property in proportion to their respective interests therein or, if such interests are not defined, in equal shares to such beneficiaries. IN WITNESS WHEREOF, I have hereunto set my hand and seal this /$'~ da Y of May, 2000. Frank D. Armstrong SEAL) -14- Signed, sealed, published and declared by the above named FRANK D. ARMSTRONG, as and for his last Will, in the presence of us and each of us, who, at his request and in his presence and in the presence of each other, have hereunto subscribed our names as witnesses thereto the day and year last above written. ~`~': ~C~ / / ~.-'U~I~.~ Residing at 3J2~ ~c~2~u.~ ~ Q.~'n.,t-- c" = G~~~b~~ '" /~ c:~~ ~ ( ~-~ ~ ~_y~~,, Residing at `'! cl .~> r.~., -~~ c~ ~%~ ~.t_~1%`.~C~ V ,~ ~ . ,~ ~'/ r` ~" " `~ Residing at 1 d ~``~~° ~~ G''^ ~ Mc~t~,icsb ~rq Pa- l'~oSS -15- COMMONWEALTH OF PENNSYLVANIA _ ss. COUNTY OF ~ We, FRANK D. ARMSTRONG, the testator, and 1 ~. and ~rfl 1 ~ , ~ ~ ,~ ,the witnesses, whose names are signed to the attached or foregoing instrument, being first duly sworn, do hereby declare to the undersigned authority that the testator signed and executed the instrument as his last Will; 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 his or her knowledge the testator was at that time 18 years of age or older, of sound mind and under no constraint or undue influence. Frank D. Armstrong,, ~, __ G~2.~'~--- Witn s ~~~~~.~ 0. ~~,~~~ Witness W ness Subscribed, sworn to and acknowledged before me by FRANK D. ARMSTRONG, the testator, ands scribed and sworn to before me by S~- ~ and I ~ ,witnesses, this /~ day of May, 2000. Commis,~on Expires: (SEAL) Notarial Seal Janine M. O'Leary, Notary Public Harrisburg, Dauphin County My Commission Expires July 29, 2002 Member, Pennsylvania Association of Notaries -16- 226036-1; HBG1 General ~~~LIl~CIlll ~~ ~1tIlc~ ~Y~Y Illlll O F ~- -~ FRANK D. ARMSTRONG = I, FRANK D. ARMSTRONG, of Camp Hill, Cumberland County_ I?ennsylvania, the Testator, do hereby make and publish this Codicil to my-last Will and Testament, dated May 18, 2000. I hereby modify my Last Will and Testament as follows: ITEM I: ITEM 7, Section 7.1 of my Last Will and Testament is hereby revoked and the following substituted: ITEM 7, Section 7.1: I appoint My Wife and Manufacturers and Traders Trust Company as Executors (hereinafter referred to as "Executor") of this Will. ITEM II: ITEM 7, Section 7.2 of my Last Will and Testament is hereby revoked and the following substituted: ITEM 7, Section 7.2: I appoint My Wife and Manufacturers and Traders Trust Company as Co-Trustees (hereinafter collectively "the Trustee") of any Trust created by this Will. Manufacturers and Traders Trust Company and its successors shall be known as the "Corporate Trustee." The Corporate Trustee may resign at any time for any reason whatsoever. At any time and from time to time the then income beneficiaries of all trusts hereunder by majority vote, may require the resignation of the Corporate Trustee. ~_,, .' ;, ~:: ~ Upon the resignation of the Corporate Trustee, the then income beneficiaries of all trusts hereunder, by majority vote, shall appoint a successor Corporate Trustee, who shall be a banking or financial services institution with fiduciary powers which is not related or subordinate to any income beneficiary within the meaning of Section 672(c) of the Internal Revenue Code. All references herein to the "Trustee" shall mean the originally appointed Trustee or the successor Corporate Trustee, as the case may be. In all other respects I confirm and ratify my Last Will and Testament. IN WITNESS WHEREOF, I have set my hand and seal this f ~ day of ~o~C~ , 20l~`~ (SEAL) FRANI~ D. ARMSTRON We, the undersigned, hereby certify that the foregoing Codicil was signed, sealed, published and declared by the above-named Testator as and for a Codicil to his Last Will and Testament, in the presence of each of us, who, at his request and in his presence and in the presence of each other, have hereunto set our hands and seals the day and year above written, and we certify that at the time of the execution thereof, the said Testator was of sound and disposing mind and memory. l -, j ~' ~ ~ ~ rC~C (SEAL) ~ (SEAL) Residing at l~.~L~ !/yC? ~~/r~~~r /~~ S.b~~c ~ ~ Residing at i C ~~ ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ) y ) SS: COUNTY OF ~,~.--.r'~-_-~.e._,~.-~ ) I, FRANK D. ARMSTRONG, 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 a Codicil to my Last Will and Testament; that I signed it willingly; and that I signed it as my free a.nd voluntary act for the purposes therein expressed. (SEAL) FRANK D. ARIVISTRON Sworn to and subscribed before me this ~_day of // ~, / ~ (;+ ~ Notary Publ' c ~ My Commission Expires: (SEAL) COMMONWEALTH OF PENNBYLVANfA NOTARIAL SEAL CYNTHIA J. RULE, Notary Punic Camp Hill 13oro., Cumberland County M Commission Expires Febru 3, 2008 AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA ) } SS: COUNTY OF ~,.~~~~„~ ) We' ,~ _~_____- and ~ S the Witnesses whose names are signed to the attached or fo going instrument, being duly qualified according to law, do depose and say that we were present and saw Testator, FRANK D. ARMSTRONG, sign and execute the instrument as a Codicil to his Last Will and Testament; that Testator signed willingly and that he executed said Codicil as his free and voluntary act for the purposes therein expressed; that each of us in the hearing and sight of the Testator signed the Codicil as Witnesses; and that to the best of our knowledge the Testator was at that time eighteen (18) or more years of age, of sound mind and under no constraint or undue influence. / ,~ ~ fitness Witness Sworn to and subscribed before this Its day of 20 ~'~' ,~ ~~ =Notary Public My Commission Expires: (SEAL) COMMONWEALTH OF PENNfY1.VAN1A NOTARIAL SEAL CYNTHIA J. RULE, Notary Public Camp Hill i3oro., Cumberland Cour-ty Commission Expires Febru 3, 2~8