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HomeMy WebLinkAbout11-06-09PETITION FOR PROBATE AND GRANT OF LETTERS REGISTER OF WILLS OF CUMBERLAND COUNTY, PENNSYLVANIA Estate of Richazd E. Jordan File Number ~'_O / -1 ~ ~( (1 also (mown as ,Deceased Social Secwity Number 189-03-6424 Manufacturers and Traders Trust Company Richard E Jordan TI and Richard E Jordan III Petitioner(s), who are 18 years of age or older, apply(ies) for: (COMPLETE `A' OR `B' BELOW:) © A. Probate aad Graat of Letters Testamentary and aver that Petitioners are the Executors named in the last Will of the Decedent dated December 14 2005 and codicil(s) dated None (State relevant circumstances, e.g. renunciation, death ofexecutor, etc.) Except as follows, Decedent did not marry, was not divorced, and did not have a child bom 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: ^ B. Grant of Letters of Administration (If applicable, enter. c.t.a; d.b.n.c.t.a.; pendente lita; durance absentia; durante minoritate) Petitioner(s) after a proper search has4rave ascertained that Decedent left no Will and was survived by the following spouse (if arty) and heirs: (If Administration, c.ta or d.b.n.c.t.a, enter date of Will in Section A above and complete list of heirs.) (COMPLETE IN ALL CASES:) Attach additiopal sheets if necessary. Decedent was domiciled a[ death in Ctmberland County, Pennsylvania with his last principal residence at 3620 Lopan Street #4 C Camp Hill Hampden Township Cumberland County Pennsylvania 17011 (List street address, town/ciry, township, county, state, up code) Decedent, then 91 years of age, died on October 29.2009 at Bethany V illaee Lower Allen Township, Cumberland Decedent at death owned property with estimated values as follows: (If domiciled in PA) All personal Property $10.500,000 00 (If no[ domiciled in PA) Personal property in Pennsylvania $ N/A (If not domiciled in PA) Personal property in County $ N!A Value of real estate in Pennsylvania $ 300.000.00 TOTAL $ ]0.600.000.00 situated as follows: 3620 Loean Street #4-C Camp Hill Hampden Township Ctmberland County Pennsylvania 17011 Wherefore, Petitioner(s) respectively request the probate of the last Will presented with this Petition and [he grant of Letters in the appropriate form to the d d' tin ersi rte . Si oelure T d or rioted name end residence Manufacturers and Traders Trust Company ~ ^"" f ~ c/o Joseph A. Macri d+ ~ .... 213 Market Street Hamsbw , PA 17101 N Richard E. 7ordan, II p .o p rTF 4 Foxtail Cowt ;-p '" ~` Mechanicsbw ,PA 17050 ~3 Richard E. Jordan, QI ~-- L m 1 304 N. 27`" Street ~ rjj ~ C'+ Cam Hill, PA 17011 C7 / / OG " 3 760153.1 v .p ~ t v c G 0 r4; '( r-,;' j ~" 3 Cr> -Tt r~~i r`-n' ,'.t~ 5_7 S ; ~; -. -rt '1"1 ~.-, Oath of Personal Representative ~~ " z ~ 0 ... , c' .°i COMMONWEALTH OF PENNSYLVANIA : ~ ~_ „ °~ `~ SS L:J~ 7. ` ~`' r? C> c COUNTY OF CUMBERLAND ~ o~ ~ °.! .,.;_; ~ The Petitioner(s) above-named swear(s) or affirm(s) that the statements in the fore gc~ng Petiti r o a s ` ,~, .~ true and correct to the best of the knowledge and belief of Petitioner(s) and that, as persona l representa tt ) of the Decedent, Petitioner(s) will well and truly administer the estate according to law. Sworn to or affirm and subsccibed Before me the ~/'~' day of r the Register File Number: Estate of Socia( SecurityNumbe~ [ Q -C AND NOW, Ufa satisfactory proof having be ~ e aze hereby granted to the instrument(s) dated ~'zr~,,..tiluni 1 described in the Petition be admitted to Decedent. FEES Deceased Date of Death 'Zao~ in consi me, IT IS DECREED that the foregoing Petition, in the above. estate and that of record as the last Wil] (and Letters .............. $ (A~ O. co Short Certificate..~..1~. .. $ Z SZ -oo Renu ciation(s)......... ... $ - 'S ... .. $t ~~ . .. $ S: v 0 . .. $ . .. $ . .. $ . .. $ . .. $ . .. $ TOTAL .............. .. $ ip tt $.00 dvl //L^~il ~nin/A /7cd7nnQ®til .Ik J. / Register of dls ~ ~- ~- Attomey Signature: '~ Attorney Name: Stanley A Smith Supreme Court LD. No.: 33782 Address: c!o Rhoads & Sinon LLP P.O. Box 1146 Harrisbure. PA 17108-1146 Telephone: 717-233-5731 105,R05 REV (O1I0?) ZI- Zao`i-1o4 ~ 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 15691703 Certification Number This is to certify that the information here given is coaectly copied from an original Certificate of Death duly filed with me as Local Registrar. The original certificate will be forwarded to the State Vital Records Office for permanent filingOCT 3 1 2W9 Local Registrar Date Issued _._.._ ~_~__ N /yam _x, 1 .,. y 0 L :~ _~_.._ ~ 7 (~rl T3 ~ 1 Tl p ( T ~ I ~ i Q1 _1! J t ~ C7 ~ ' C~ c~:J C~ T v ~ _, r7 o "~ ~ - r ' T •• O cao ;-~ , eEV comae COMMONWEALTH OF PENNSVWANIA • DEPARTMENT OF HEALTH • VITAL RECORDS I O PPIM IN wl~ CERTIFICATE OF DEATH (Sae Instruellone end exempNS on reveres) STPTE FILE NUMBED 1. llmad RaWmIWp. MN4. Wl. wIRA 2.SU 39x'a Se[uMI NirtM L I. Med WlMvde.4f. Web 9 /ae IMn BM 1n UMMI Unn, e. wMdem Maen, 7. Mama 9e.PbdCeee CnM arc m~ee a•r. xe.. MnY Ha1pML Cgvr. 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JORDAN, of Hampden Township, Cumberland Cou~ty, Pennsylvania, being of sound and disposing mind and memory, do make, publish anc~ declare this to be my Last Will and Testament, hereby revoking all Wills and Codicils by me at a>by time previously made. I am a widower and my children are RICHARD E. JORDAN, II and )~ARBARA J. SCHENCK. As used herein the term "my children" shall refer to my aforelisted children. ITEM I -TAXES: All inheritance, estate and similaz taxes becoming liue by reason of my death, except any taxes relating to generation skipping transfers imposed under Chapter 13 of Subtitle B of the Internal Revenue Code of 1986, as amended ("Death 'Faxes"), whether such Death Taxes shall be payable by my estate or by any recipient of any property, shall be paid by my Executor out of the property passing under ITEM VI of this Will as an lexpense and cost of administration of my estate; provided, however, that if any property held ih any testamentary or inter vivos Trust created by my late wife, LOUISE K. JORDAN ("Myf Wife"), is includable in my estate for purposes of any Death Tax, then any Death Tax attributable to the inclusion of any such property in my estate for the purposes of that Death Tax shall br# paid out of such property or by the recipients of such property; and, if such Death Taxes aze nevertheless paid by my Executor, I direct my Executor to obtain reimbursement or contribution fob any such taxes paid by my Executor. Except to the extent above provided, my Executor shall h~ve no duty sazata.z Page 1 of 13 pages or obligation to obtain reimbursement for any Death Taxes paid by my Executor, even though paid with respect to proceeds of insurance or other property not passing under this Will. TEEM II -POWERS OF APPOINTMENT: I hereby exercise all powers of appointment which I may have at the time of my death in favor of my Executor, and all property subject to all such powers of appointment shall be included in my estate and be governed by the provisions of this Will; provided, however, that I specifically decline to exercise any power of appointment given to me in any Will, Codicil, Agreement of Trust or other instrument executed by My Wife; and further provided that this exercise shall not be deemed a nomination under any agreements to which I am a party. ITEM III -TANGIBLE PERSONAL PROPERTY: I give and bequeath any automobiles which I own at my death to my daughter, BARBARA J. SCHENCK ("NN~~yy Daughter"), if she survives me. I give and bequeath all of my household furniture and furnishings, books, pictures, jewelry, china, crystal, appliances, silverware, wearing alppazel and all other like articles of household or personal use or adornment to my children living lat my death in as nearly equal shares as they shall select under the supervision of my Executbr; provided, however, that if any such articles cannot be fairly divided or distributed in kind in the opinion of my Executor, such articles shall be sold and the proceeds of sale shall pass las a part of my residuary estate. ITEM IV - BEQUEST TO FOUNDATION: I give and bequeath the sum of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) to THE RICHARD E. AND LOUISE K. JORDAN FOUNDATION, a Pennsylvania non-profit corporation, for its general purposes. ITEM V -GENERATION SKIPPING TRUSTS: I give and bequeath a sum equal to my generation skipping transfer tax exemption provided in Section 2631 of the Internal Revenue Code of 1986, as amended, reduced ~y the amount that has been allocated by me or my Executor to any other transfer of mine dumng my Page 2 of 13 pages lifetime, following my death or otherwise, to my Trustee hereinafter named, IN TRUST NEVERTHELESS, to be held, administered and disposed of in accordance with this ITEM for the benefit of my issue; provided, however, that in all events, the bequest under this ITEM shall not exceed Two Million Dollazs ($2,000,000.00). (a) My Trustee shall divide the principal of such Trust into as many equal shazes as there are (1) children of mine living at my death and (2) deceased children of mine who have issue living at my death. Each share created with respect to a living child of mine shall constitute a separate trust estate to be held, administered and disposed of for the benefit of such child in accordance with the following pazagraph (b) (the "Child's Generation Skipping Trust"). Each shaze created with respect to issue of a deceased child of mine shall be distributed to the deceased child's issue living at my death, per stirpes; provided, however, that should any such issue not then have attained the age of thirty-five (35}years, each such issue's shaze shall be retained by my Trustee as a sepazate trust estate to be held, administered and disposed of for the benefit of each such issue in accordance with the following pazagraph (c) (the "Grandchild's Generation Skipping Trust"). (b) My Trustee shall have, hold, manage, invest and reinvest the assets of each Child's Generation Skipping Trust, collect the income and (1) Pay to the beneficiary of the Child's Generation Skipping Trust (the "Child") the net income derived from the Trust, in installments not less frequently than quarterly. In addition, my Trustee shall pay to or for the benefit of the Child such amounts of the principal of such Child's Generation Skipping Trust as, in the sole discretion of my corporate Trustee, may be necessary for the maintenance, support, and medical and nursing care of the Child, taking into consideration any other means readily available for such purposes. Principal of any Child's Generation Skipping Trust for the benefit of My Daughter under this pazagraph sha13 not be invaded for My Daughter until all principal in the BARBARA SCHENCK TRUST under ITEM VII hereof has been exhausted. (2) Upon the death of the Child, the undistributed income and principal of the Child's Generation Skipping Trust shall be distributed to the Child's issue living at the death of the Child, per stirpes; or, if the Child has no issue then living, to my issue living at the death of the Child, per stirpes; provided, however, that should any such issue be a child of mine, such child's share shall be retained by my Trustee to be held, administered and disposed of for the benefit of such child in accordance with this ITEM V(b) (the Page 3 of 13 pages "Child's Generation Skipping Trust"), or should any such issue be other than a child of mine and such issue have not then have attained the age of thirty-five years, each such issue's share shall be retained by my Trustee as a separate trust estate to be held, administered and disposed of for the benefit of such issue in accordance with the following paragraph (c). (c) My Trustee shall have, hold, manage, invest and reinvest the assets of each Trust for a Child's issue (the "Grandchild's Generation Skipping Trust"), collect the income and (1) Until the beneficiary of the Grandchild's Generation Skipping Trust (the "Beneficiary") shall have attained the age of twenty-one years, my Trustee shall from time to time pay to or for the benefit of the Beneficiary such amounts of the net income and principal of the Trust as, in the sole discretion of my Trustee, may be necessary for the Beneficiary's maintenance, support, medical and nursing Gaze and education, taking into consideration any other means readily available for such purposes. At the end of each year any unexpended income shall be added to the principal of the Trust. (2) After the Beneficiary shall have attained the age of twenty- one years, my Trustee shall thereafter pay to the Beneficiary the net income derived from the Grandchild's Generation Skipping Trust in installments not less frequently than quarterly and such amounts of the principal, as in the sole discretion of my Trustee, maybe necessary for the Beneficiary's maintenance, support, medical and nursing caze and education, including college and graduate education, taking into consideration any other means readily available for such purposes. (3) When the Beneficiary shall have attained the age of thirty years, my Trustee shall distribute one-half of the then principal of the Trust outright to the Beneficiary. After the Beneficiary shall have attained the age of thirty-five yeazs, my Trustee shall distribute the remaining principal and any undistributed income of the Trust outright to the Beneficiary. If a Beneficiary shall die before final distribution of the assets of the Grandchild's Trust is made, the then remaining principal and any undistributed income of the Grandchild's Trust shall be distributed to the Beneficiary's issue then living, per stirpes; or if the Beneficiary shall have no issue then living, to the issue then living of the pazent of the Beneficiary who was a child of mine, per stirpes, or, if such pazent shall have no issue then living, to my issue then living, per stirpes; Page 4 of 13 pages provided, however, that if any distributee is then a beneficiary of a Grandchild's Generation Skipping Trust hereunder at the time of distribution for the benefit of a distributee under this ITEM V(c)(3), such distributee's share shall be added to the principal of his or her existing Grandchild's Generation Skipping Trust and be held, administered and disposed of as a part thereof. ITEM VI -RESIDUE: I direct that my Executor divide the rest, residue and remainder of my property, real, personal and mixed, not disposed of in the preceding portions of this Will, into two equal shares, to be disposed of as follows: (a) One such equal share shall be paid outright to my son, RICHARD E. JORDAN, II, if he is living at the time of my death. If RICHARD E. JORDAN, II, is not living at the time of my death, this share shall be paid to the issue of RICHARD E. JORDAN, II living at my death, per stirpes; provided, however, if any such issue shall not then have attained the age of thirty-five (35) yeazs, each such issue's shaze shall be distributed to my Trustee hereinafter named IN TRUST NEVERTHELESS as a separate trust estate to be held, administered and disposed of for the benefit of such issue in accordance with ITEM VIII (the "Grandchild's Trust'. If RICHARD E. JORDAN, II is not living at the time of my death and has no issue living at the time of my death, this shaze shall pass pursuant to ITEM VI(b) hereof. (b) The other such equal shaze shall be distributed to my Trustee hereafter named, IN TRUST NEVERTHELESS, to be held, administered and disposed of for the benefit of My Daughter in accordance with the provisions of TTEM VII hereof (the "BARBARA J. SCHENCK TRUST"), if BARBARA J. SCHENCK is living at the time of my death. If BARBARA J. SCHENCK is not living at the time of my death, this share shall be paid to the issue of BARBARA J. SCHENCK living at my death, per stirpes; provided, however, if any such issue shall not then have attained the age ofthirty-five (35) years, each such issue's share shall be distributed to my Trustee as a separate trust estate to be held, administered and disposed of for the benefit of each such issue in accordance with ITEM VIII hereof (the "Grandchild's Trust"). If BARBARA J. SCHENCK is not living at the time of my death and has no issue living at the time of my death, then this shaze shall pass pursuant to ITEM VI(a) hereof. ITEM VII -BARBARA J. SCHENCK TRUST: My Trustee shall have, hold, manage, invest and reinvest the assets of the BARBARA 3. SCHENCK TRUST, collect the income and Page 5 of 13 pages (a) Pay to My Daughter, BARBARA J. SCHENCK, for her lifetime, the net income derived from the Trust, in installments not less frequently than quarterly. Tn addition, my Trustee shall pay to or for the benefit of My Daughter such amounts of the principal of such Trust as, in the sole discretion of my Trustee, maybe necessary for the maintenance, support, and medical and nursing care of My Daughter, taking into consideration any other means readily available for such purposes. (b) My Daughter may by Will making specific reference to this power, appoint all or any portion of the assets of the BARBARA J. SCHENCK TRUST to or for the benefit of such person(s) or corporation(s) or other entity(ies), or My Daughter's estate, in such amounts or proportions, and in such lawful interests or estates, whether absolutely or in trust, as My Daughter may appoint by such Will. This general power of appointment shall be exercisable by My Daughter alone and in all events. (c) Upon the death of My Daughter, the undistributed income and principal of the Trust, not appointed pursuant to the power given in paragraph (b) above, shall be distributed to My Daughter's issue living at the death of My Daughter, per stirpes; or, if My Daughter has no issue then living, to my issue living at the death of My Daughter, per stirpes; provided, however, that should any such issue be other than a child of mine and such issue has not then have attained the age of thirty-five years, each such issue's share shall be retained by my Trustee as a sepazate trust estate to be held, administered and disposed of for the benefit of such issue in accordance with ITEM VIII (the "Grandchild's Trust"). ITEM VIII -GRANDCHILD'S TRUSTS: My Trustee shall have, hold, manage, invest and reinvest the assets of each Grandchild's Trust, collect the income and (a) Until the beneficiary of the Grandchild's Trust (the "Grandchild") shall have attained the age of twenty-one years, my Trustee shall from time to time pay to or for the benefit of the Grandchild such amounts of the net income and principal of the Grandchild's Trust as, in the sole discretion of my Trustee, maybe necessary for the Grandchild's maintenance, support, medical and nursing Gaze and education, taking into consideration any other means readily available for such purposes. At the end of each year any unexpended income shall be added to the principal of the Grandchild's Trust. (b) ARer the Grandchild shall have attained the age of twenty-one years, my Trustee shall thereafter pay to the Grandchild the net income derived from the Grandchild's Trust in installments not less frequently than quarterly and such amounts of the principal, as in the sole discretion of my Trustee, may be necessary for the Grandchild's maintenance, support, medical and nursing caze and education, including college and graduate education, taking into consideration any other means readily available for such purposes. Page 6 of 13 pages (c) When the Grandchild shall have attained the age of thirty years, my Trustee shall distribute one-half of the then principal of the Grandchild's Trust outright to the Grandchild. After the Grandchild shall have attained the age of thirty-five years, my Trustee shall distribute the remaining principal and any undistributed income of the Grandchild's Trust outright to the Grandchild. If a Grandchild shall die before final distribution of the assets of the Grandchild's Trust is made, the remaining principal and any undistributed income not appointed under the following pazagraph (d) of this ITEM VIII shall be distributed to the Grandchild's issue then living, per stirpes; or, if the Grandchild shall have no issue then living, to the issue then living of the pazent of the Grandchild who was a child of mine, per stirpes, or, if such parent shall have no issue then living, to my issue then living, per stirpes. Subject in all events to the restrictions of this ITEM VIII should any such beneficiary not then have attained the age of thirty-five years. (d) The Grandchild may by Will making specific reference to this power, appoint all or any portion of the assets of the Grandchild's Trust to or for the benefit of such person(s) or corporation(s) or other entity(ies), or the Grandchild's estate, in such amounts or proportions, and in such lawful interests or estates, whether absolutely or in trust, as the Grandchild may appoint. This general power of appointment shall be exercisable by the Grandchild alone and in all events. ITEM IX -LIMIT ON TERM OF TRUSTS: Nothing herein is intended to, nor shall it be construed to, postpone the vesting of any part of the assets of any separate trust estate hereunder for more than twenty-one years after the death of the survivor of me and my issue living at the time of my death. At the expiration of such period the assets of all the separate trust estates hereunder shall immediately vest in fee simple absolute in and be distributed outright to the person or persons then entitled to receive the income therefrom, whether in my Trustee's discretion or otherwise. ITEM X - SPENDTIIRIFT PROVISIONS: No part of the income or principal of the property held under any Trust created hereunder shall be subject to attachment, levy or seizure by any creditor, spouse, assignee or trustee or receiver in bankruptcy of any beneficiary prior to the beneficiary's actual receipt thereof. My Trustee shall pay over the net income and the principal to the beneficiaries herein designated, as their interests may appeaz, without regard to any attempted anticipation (except as maybe specifically provided herein and except for any Page 7 of 13 pages disclaimer), pledging or assignment by any beneficiary under any Trust created hereunder and without regard to any claim thereto or attempted levy, attachment, seizure or other process against said beneficiary. ITEM XI - SURVNAL PRESUMPTIONS: Any person who shall have died at the same time as I or under such circumstances that it is difficult or impossible to determine who shall have died first, shall be deemed to have predeceased me. Any person other than me who shall have died at the same time as any then beneficiary of income ofmy estate or a Trust created hereunder or under such circumstances that it is difficult or impossible to determine who shall died first, shall be deemed to have predeceased such beneficiary. ITEM XII -FIDUCIARY POWERS: In the settlement ofmy estate and during the continuance of any Trust created hereunder, my Executor and my Trustee shall possess, among others, the following powers, exercisable without prior court approval, but in all cases to be exercised for the best interests of the beneficiaries: (a) To retain any investments I may have at my death so long as my Executor or Trustee may deem it advisable to my estate or Trust so to do, including securities owned, issued or underwritten by any corporate Executor or Trustee or any of their affiliates. (b) To vary investments, when deemed desirable by the Trustee, and to invest in every kind of property and type of investment, including securities owned, issued or underwritten by any corporate Trustee or any of its affiliates, or as to which such Trustee or its affiliate acts as investment advisor, as the Trustee shall deem wise. (c) In order to effect a division of the principal of my estate or Trust or for any other purpose, including any final distribution ofmy estate or Trust, my Executor or Trustee is authorized to make said divisions or distributions of the personalty and realty partly or wholly in kind. If such division or distribution is made in kind, said assets shall be divided or distributed at their respective values on the date or dates of their division or distribution. In making any division or distribution in kind, my Executor or Trustee shall divide or distribute said assets in a manner which will fairly allocate any unrealized appreciation among the beneficiaries. Page 8 of 13 pages (d) To sell either at public or private sale and upon such terms and conditions as my Executor or Trustee may deem advantageous to my estate or Trust, any or all real or personal estate or interest therein owned by my estate or Trust severally or in conjunction with other persons or acquired after my death by my Executor or Trustee, and to consummate said sale or sales by sufficient deeds or other instruments to the purchaser or purchasers, conveying a fee simple title, free and clear of all trust and without obligation or liability of the purchaser or purchasers to see to the application of the purchase money or to make inquiry into the validity of said sale or sales; also, to make, execute, acknowledge and deliver any and all deeds, assigtunents, options or other writings which maybe necessary or desirable in carrying out any of the powers conferred upon my Executor or Trustee in this paragraph or elsewhere in this Will. (e) To mortgage real estate and to make leases of real estate for any term. (f) To borrow money from any party, including my Executor or Trustee, to pay indebtedness of mine or of my estate or Trust, expenses of administration, Death Taxes or other taxes. (g) To pay all costs, expenses, legally enforceable debts, funeral expenses and charges in connection with the administration of my estate or Trust. (h) To vote any shazes of stock which form a part of my estate or Trust and to otherwise exercise all the powers incident to the ownership of such stock and to actively manage and operate any incorporated or unincorporated business, including any joint ventures and partnerships, and to incorporate any such unincorporated business, with all the rights and powers of any owner thereof. (i) In the discretion of my Executor or Trustee, to unite with other owners of similaz property in carrying out any plans for the reorganization of any corporation or company whose securities form a part of my estate or Trust. (j) To assign to and hold in my estate or Trust an undivided portion of any asset. (k) To hold investments in the name of a nominee. (1) To compromise controversies. (m) To disclaim, in whole or in part, any and all interests in property owned by me at the time of my death, including those passing to me by Will, intestacy, contract, joint ownership, operation of law or otherwise. (n) To divide any Trust hereunder into two or more separate, but identical, Trusts. To divide any Trust hereunder which would have a generation skipping transfer tax inclusion ratio other than one (1) or zero (0), into two (2) separate Trusts which aze fractional shazes, known as the "exempt Trust" and the "nonexempt Trust". The exempt Page 9 of 13 pages Trust is that fractional shaze of the total Trust fund that has a generation skipping transfer tax inclusion ratio of zero (0), and the nonexempt Trust is the remaining fractional share of the Trust, with a generation skipping transfer tax inclusion ratio of one (1). The terms and conditions of the nonexempt Trust and the exempt Trust will be identical. Any reference to a Trust created under this Will, without a further specification or limitation, shall be deemed to refer to both the exempt Trust and the nonexempt Trust, in proportionate amounts, where relevant. The assets of each sepazate exempt and nonexempt Trust shall be held, administered and invested as sepazate Trusts, and my Trustee shall maintain adequate accounting and records for both such Trusts. My Executor shall indicate on the federal estate tax return filed for my estate that separate Trusts will be created (or funded) and cleazly set forth the manner in which the Trust is to be severed and the sepazate Trusts funded. (o) To designate one or more persons or a corporation to act as ancillary fiduciary in any jurisdiction in which ancillary administration may be necessary, such ancillary fiduciary to serve without bond or security and to have all powers, authorities and discretions conferred hereunder. (p) To employ and compensate from income or principal, in the discretion of my Executor or Trustee, investment and legal counsel, accountants, brokers and other specialists, and, whenever there shall be no corporate Executor or Trustee in office, a corporate custodian, and to delegate to investment counsel discretion with respect to the investment and reinvestment of any or all of the assets held hereunder. ITEM XIII -EXCULPATORY CLAUSES: In the settlement of my estate: (a) My Executor shall not be personally liable for loss to my estate or to my spouse's estate or to any beneficiary of either estate resulting from my Executor's decision made in good faith whether or to what extent to elect on the federal estate tax return prepazed on behalf of my estate to have a portion or all of certain "qualified terminable interest property" treated as having passed to my spouse in order to qualify for the federal estate tax marital deduction. (b) My Executor shall not be personally liable for any loss to my estate or to any beneficiary of my estate resulting from an election made in good faith to claim a deduction as an income tax deduction or as an estate tax deduction; nor, as a result of such election, shall any compensating adjustments be made between income and principal or in the amount of any gift under this Will to my spouse intended to qualify for the marital deduction for federal estate tax purposes. (c) In valuing property in my gross estate for the purposes of any Death Tax, my Executor shall not be personally liable for any loss to my estate or to any beneficiary of my estate resulting from my Executor's decision made in good faith to use a particulaz valuation date; nor, as a result of such decision, shall any compensating adjustment be Page 10 of 13 pages made in the amount of any gift under this Will to my spouse intended to qualify for the marital deduction for federal estate tax purposes. ITEM XIV -CUSTODIAN OF ESTATE OF MINORS: If at any time any minor shall be entitled to receive any assets free of Trust by reason of my death, whether payable hereunder, by operation of law or otherwise, I appoint MANUFACTURERS AND TRADERS TRUST COMPANY, Harrisburg, Pennsylvania (or any person designated by it), as Custodian for such individual under the Pennsylvania Uniform Transfer to Minors Act. TEEM XV -TRUST MERGERS AND TERMINATIONS: (a) If there should be established by any other person, either by Last Will and Testament or by inter vivos Deed or Agreement, Trusts similaz to the Trusts herein established for the benefit of my issue, my Trustee shall have the right and power to merge Trusts herein established with similar Trusts for the same beneficiaries established by such other person and to operate each of the merged Trusts as a single Trust. (b) If, in the opinion of my Trustee, at any time any Trust hereunder is or becomes too small to justify its maintenance as a separate Trust, my Trustee, in my Trustee's sole discretion and without the necessity of court approval, shall terminate such Trust by distributing all the income and principal of the Trust to the then income beneficiary of said Trust. If any additions to any such Trust aze received after its termination under this TEEM, such Trust shall be revived and this provision shall continue to apply to it. ITEM XVI -EXECUTOR APPOINTMENT: I hereby appoint MANUFACTURERS AND TRADERS TRUST COMPANY, Harrisburg, Pennsylvania, my son, RICHARD E. JORDAN, II, and my grandson, RICHARD E. JORDAN, III, to be my Co- Executors. If for any reason any of them should fail or cease to act, the other(s) shall act or continue to act with all of the powers granted to the three of them. My individual, non-corporate Executors, by unanimous vote or my sole surviving individual non-corporate Executor if only one is acting hereunder, shall be authorized, by written notice directed to the Executor, to remove any corporate Executor, for any reason, with or without cause and without court approval, and Page 11 of 13 pages may replace said corporate Executor with another corporate Executor or leave such office vacant, as such individual Executor(s) so determine. All references in this Will to my "Executor" shall refer to my Co-Executors and my sole surviving Executor, as the case may be. ITEM XVII -TRUSTEE APPOINTMENT: I hereby appoint MANUFACTURERS AND TRADERS TRUST COMPANY, my son, RICHARD E.10RDAN, II, and my grandson, RICHARD E. JORDAN, III, as Co-Trustees of any Trust created hereunder. If fox any reason either of mynon-corporate Trustees should fail or cease to act, the other shall act or continue to act. So long as a Trustee is a beneficiary under any Trust hereunder such Trustee shall not (i) participate in any discretionary determination of the Trustee to distribute principal or income of such Trust to or for the benefit of such beneficiary or to his or her issue; or (ii) participate in any discretionary determination of the Trustee to terminate said Trust under the ITEM hereof entitled "TRUST MERGERS AND TERMINATIONS". An individual Trustee shall be deemed to have failed to serve as Trustee hereunder if, among other reasons, the treating physician of said individual Trustee shall certify in writing that such Trustee possesses permanent mental or physical incapacities which preclude such Tntstee from dischazging his or her duties as Trustee hereunder. My individual, non-corporate Co-Trustees acting jointly or sole surviving individual Co-Trustee acting alone, shall be authorized, by written notice directed to the Trustee, to remove any corporate Trustee, for any reason, without cause and without Court approval; provided, however, that said corporate Trustee must be replaced with another corporate Trustee having fiduciary powers, and they shall in the same way fill any vacancy in the off ce of corporate trustee. Any Trustee serving hereunder shall have the right to resign from such office at any time, with or without cause and without Court approval. No successor Trustee shall be liable for the actions of a resigning or removed Trustee occurring prior to such successor Trustee taking office. All references in this Will to my "Trustee" shall refer to my originally named Co- Trustees or to my sole successor Trustee, as the case maybe. Page 12 of 13 pages ITEM XVIII -FIDUCIARY COMPENSATION: Any Custodian, Executor or Trustee shall qualify and serve without the duty or obligation of filing any bond or other security. Any corporate fiduciary shall be entitled to compensation for services in accordance with the standazd schedule of fees in effect when the services are rendered. Compensation payable to my individual fiduciary shall be in addition to that payable to the corporate fiduciary. IN WITNESS WHEREOF, I have set my hand and seal to this, my Last Will and Testament, consisting of this and the preceding twelve (12) pages, this ~ y Tr+ day of Q EG ~ 6~R. , 2005. (SEAL) Richazd E. Jord We, the undersigned, hereby certify that the foregoing Will was signed, sealed, published and declared by the above-named Testator as and for his Last Will and Testament, in the presence 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 yeaz above written, and we certify that at the time of thy,~xee~xti n e of, the said Testator was of sound and disposing mind and memory. Residing at: ,~.~~Q~~` Residing at: ~ ~~ `~~ Q ~ ~~zmccllT ICU L. %~~-`~ri67 Page 13 of 13 pages COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF DAUPHIN Wep, /RICH"ARD E. JORDAN, and fl/ ~G.t~~w~ca--, the Testator and the tnesses, respectively, whose names are signed the foregoing instrument, having been sworn, do hereby declare to the undersigned officer that the Testator, in the presence of the Witnesses, signed said instrument as his Last Will and Testament, that he signed voluntarily, that each of the witnesses, in the presence of the Testator and of each other, signed said Will as a witness and that to the best of the knowledge of each witness, the Testator was at the time of sound mind and under no constraint or undue influence. Subscribed and acknowledged before me by RICHARD E. JORDAN, the Testator, and subscribed andpps~~worn to before me by - and f ~+44<<fa the witnesses, on this fly of December, 2005. C~ Public M Commission Expires: (SEAL) COMMONWEALTH OF PENNSYLVANIA Notarial Seal Yvonne R. Durham, Notary Pudic Cdy Of Harristxag, Dauphin CourNy My Commission E>wirea Aup. 20, 2008 Member, Pennsylvania Asaocfatlon pf Notarise