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HomeMy WebLinkAbout12-03-09PETITION FOR PROBATE AND GRANT OF LETTERS REGISTER OF WILLS OF CUMBERLAND Estate of V. DAVID THOMPSON also known as VERNON DAVID THOMPSON COUNTY, PENNSYLVANIA File Number ~ ~ ` (J`~ ' / ~t~ U Deceased Social Security Number 305-20-3881 DANIEL P. THOMPSON and STEPHEN J. THOMPSON Petitioner(s), who is/are 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 Executors named in the last Will of the Decedent dated February 16, 2007 and codicil(s) dated N/A *Viola E. Thompson renounced her ri¢ht to serve as Executrix in a Renunciation being filed with the Petition (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: NO EXCEPTIONS B. Grant of Letters of Administration (/fappticable, enter: c.t.a.: d. b. n. c.t.a.; pendente life; durante absentia: durante minoruate) 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: (/j Administration, c.t.a. or d.b.n.c.t.a., enter date of Will in Section A above and complete list of heirs.) ~ __; i at :A , -~ ~ -, (List street address, town/city, township, county, state, zip code) Decedent, then 85 years of age, died on November 20, 2009 at Country Meadows Retirement Home, Hampden Township, Pennsylvania Decedent at death owned property with estimated values as follows: (If domiciled in PA) All personal property $ 200,000.00 (If not domiciled in PA) Personal property in Pennsylvania $ (If not domiciled in PA) Personal property in County $ Value of real estate in Pennsylvania $ 1,000,000.00 situated as follows: 7117 Salem Park Circle, Mechanicsburg, PA and 3811-3815 Market Street, Camp Hill, PA Wherefore, Petitioner(s) respectfully request(s) the probate of the last Will and Codicil(s) presented with this Petitiort and the grant of Letters in the appropriate form to the undersigned: Form RW-(12 rev. 10.!3.06 Page 1 of 2 (COMPLETE !N ALL CASES:) Attach additional sheets if necessary. ~-? ©`-rt :~ Decedent was domiciled at death in Cumberland County, Pennsylvania with his /her last principal'res~ce 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 of Petitioner(s) and that, as administer the estate according to law. Sworn to or affirmed and subscribed before me the -~ day of dam--' or t egister representative(s) of the Decedent, Petitioner(s) will well and truly of Personal Representative aar ofPersaRr{-Itgpresentat/v~ lure of Persona! Representative Y ~ ~ ~ Cw3 ;~~~L~ ~ i~,~ C Tf . n a ~ ~~ ~i_~q_ ~~a~ w File Number: ~ Estate of V. DAVID THOMPSON ,Deceased --- i -,' _ ~t t '` '-? :" -; _: Social Se/cu~ri't(~y Number: 305-20-3881 /~ ~~ ~C~ Date of Death:November 20, 2009 AND NOW, ~../ - ~ ~ ~ eC~m~~ ~ ~---> in consideration of the foregoing Petition, satisfactory proof having been presented before me, IT IS DECREED that Letters Testamentary are hereby granted to Daniel P. Thompson and Stepher, J. Thompson in the above estate and that the instrument(s) dated February 16, 2007 described in the Petition be admitted to probate and filed of record as the last Will (and Codicil(s)) o FEES Letters ............... $ ~ • ~~ Short Certificate(s) ........ $ ~~~ Renunciation(s) .......... $ 5'c~a yV~1~ ...$ ~~:e-o p r. ~-. - ... $ ... $ ... $ ... $ ... $ ... V TOTAL .............. $ Form RW-Ol rev. 10.13.06 Register of GT~iI(s Attorney Signature: Attorney Name: Bradley J. Gunnison, Esq. Supreme Court I.D. No.: 36524 Address: McNees Wallace & Nurick LLC 100 Pine Street, PO Box 1166 Harrisburg, PA 17108-1166 Telephone: 717-23 7-547 9 Page 2 of 2 H1O5.8O5 REV (01/07) ~ /-~~'//~~ 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 16029936 Certification Number This is to certify that the information here given is correctly copied from an original Certificate of Death duly filed with me as Local Registrar. The original certificate will be forwarded to the State Vital Records Office for permanent filing. Local Registrar Date Issued N o 4 _ C) .v _ ~ ~, ~._ .. >~ o ;'- .: n -~- C7 _. T . W , ~ ~ c!3 ~~ C ^ .t ~ ~' n1C>7<3 REV III21106 TYPEIPRiNi IN COMMONWEALTH OF PENNSYLVANIA• DEPARTMENT OF HEALTH • VITAL RECORDS PERSNNENT tuAClcwK CERTIFICATE OF DEATH _ (Sea instructions and examples on reversal ~rer~ ~. S ..._,_....._w,.t~.e~eWOw+.ve~aaal 2. sea ]. Soaalseworyrr,.nw ~. Darawr,PAaen.w.ral Vernon David Thompson M ale 3os - 20 -seal November 20, 2009 S. Atp 9.al aimar) lineal a tApal 6. Dab a0sp ah, 7 aq aaba . Oe PlwaDeata one asare 0 n wu. wr, H~ ~ 85 Ym February 17, 1924 Chicago, Illinois nwr~+ ^~/~~ ^~ b. Cotesrd DeW &. CsY. Boo, TwP.dpesA IQ Fac9y Nas lOMislbpee,ys YM and wnpa) I~rloe. 1l.aieerce Opy,. sPeply. 9. Was Desaeata/itpasc l7rfye2 ®No ^Yes 10. Anadceeo,6s, 9Nd, Wtlb. ex. Cumberland Hampden Country Meadows Retirertlent Home pr°e'"°a''~'w"' Yeabat Pena Ric.t eb.) White 11. Desetlerfs lkup Occ ason Kbddwkdone meld ~ ife. DO ea pnerewd. 12. Ws DsMasewbw it Dtlcedlrls EOunnon (SPSOroM'nglpa9rade aePbbe 1t Slanp Stabs: N+ebd. New ~ 1s. SuwgSWese piwe, 9Ne nta0sesal OipdWark Frpd9uasssloeMpor US.AmW Faps7 ~ Beernr7r5emWar lplA crp.ye 11Ia3.1 °aa4 aeq~ISPer~i'1 Sales Mana er Manufacturing ®Ya ^ib 4 Marrked Viola Daley 19. Derededs MaSig Address (SOaa dly l bwn, sbb, aV coEe) Oesadsfa 202 Lamp Post Lane A~ ,Ta stale PA a:° :e0ea 17c ^ Y.s,o~e,auw,b Camp Hili, PA 17011 nn coup Cumberland r~p2 vd ®No•wuaentacaaenb raP Au,rtbrea Hampden ~,/eao 19 FaOWSNana lF:st mddis,lst. subs) 19. WOWS Nara IF:u esddle, espds sunarpl Unknown Ruth Thompson 20 td ' a amaq s Narp ITYDe/Prp0 200. Iadmass NaflgAdpatlSt7est dglbea, qsb, 7p rnde) Viola Thompson 202 Lamp Post Lane Camp Hill PA 17011 a1 M O daD' , a s n s9oailon 21A Dana OieposiOOr, Oaasdsrsserr,uanparaotea pool 21d. lacl9ee ^ Gen,eson ^ tknson DpyaAOe PAen4 daY. Yar) zte. nse a (Cipp/town. pall. iV sods) ®~ ^RmnvneamSUte 'M G ~a ~ a ol Wdc Y Ean. bsrlWonM zaa Fur~arrSerrioe ^ra ^NO November 24, 2009 Indiantown Gap National Cemetery Annville Pennsylvania 47003 , for swag ago. lclrre NUrpa ak. Narn and AOtressd Fac9ry ~ FDA72882-L Mysro Funersl Mome, Inc. 37 Esst Main Stroet INechaMcrburp PA 17066 , Camdlb praz oar.lan rarWyYq ale. natant .ban aaarwnwtin, ear ad pace aUbd. (SgAaeae and OS1 a3n. lkeae Nuapa plrysidanp na avaiaok a Ere ddeam b ak. On. Sipnd p1aM, ss, reaj _ rerlfr case ddeam. ~ earn 24ffi m,W Oe [arykled oY Person wnoPr««rcesaeah 29. Tmed Oeam 23. Dale Prwaawee Dead (NoM,daY•Yes) ffi. 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DAVID THOMPSON, of Cumberland County, Pennsylvania, make this will, revoking all my former wills and codicils. ARTICLE ONE BEQUEST OF TANGIBLE PERSONAL PROPERTY § 1.1 I bequeath all my tangible personal property, 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 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. § 1.2 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, VIOLA E. THOMPSON, if she survives me. If my said wife does not survive me, I bequeath such property to my children who survive me, to be divided among them as they agree. In case of disagreement among my children, the property that is the subject of such disagreement shall be sold and the proceeds added to the residue of my estate. § 1.3 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. In addition, 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. ARTICLE TWO DISPOSITION OF RESIDUE §2.1 I devise and bequeath all the residue of my estate to my wife, VIOLA E. THOMPSON, if she survives me. If my said wife disclaims any portion of the residue of my estate, said disclaimed portion shall be distributed in accordance with the provisions of ARTICLE THREE of this will. If my said wife does not survive me, I devise and bequeath all the residue of my estate to my issue who survive me, per stirpes, subject to the provisions of ARTICLE FOUR of this will. If neither my said wife nor any of my issue survives me, all the residue of my estate shall be distributed in accordance with the provisions of ARTICLE FIVE of this will. ARTICLE THREE DISCLAIMER TRUST §3.1 Any property which may become subject to the provisions of this Article of this will by reason of my wife, VIOLA E. THOMPSON (hereinafter referred to as "Viola"), having filed a qualified disclaimer, within the meaning of Section 2518 of the Internal Revenue Code, with regard to such property shall be held by the trustee hereinafter named for the benefit of Viola, in trust for the following purposes: §3.2 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 Viola. §3.3 The trustee shall distribute to or for the benefit of Viola so much of the principal of the trust property as the trustee shall from time to time deem necessary or proper for Viola's health, maintenance and support, taking into account other available funds, including Viola's assets. -2- §3.4 Upon Viola's death, the trustee shall distribute the remaining trust property to my then living issue, per stirpes, subject to the provisions of ARTICLE FOUR of this will. If I have no issue then living, such property shall be distributed in accordance with the provisions of ARTICLE FIVE of this will. ARTICLE FOUR TRUSTS FOR ISSUE §4.1 If any beneficiary (other than an appointee under any power of appointment granted in this will) entitled to receive a mandatory distribution of property from my estate or from any trust created by this will is under 30 years of age, I devise and bequeath such property to the trustee hereinafter named for the benefit of such beneficiary, in trust for the following purposes: §4.2 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 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 and 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. The trustee shall annually accumulate any net income not so distributed and add the same to the principal of the trust property. §4.3 At any time after such beneficiary attains 30 years of age, such beneficiary may withdraw any or all of the principal of his or her trust. -3- §4.4 If such beneficiary dies before the complete termination of his or her trust, the trustee shall distribute the property then held in trust for such beneficiary to such persons or corporations (including such beneficiary's estate), in such amounts and upon such trusts, terms and conditions as such beneficiary by his or her last will may appoint by .specific reference to this general power of appointment; provided, however, any portion of the trust property not subject to such beneficiary's power of withdrawal immediately prior to his or her death may only be appointed to one or more of such beneficiary's issue, in such amounts and upon such trusts, terms and conditions as such beneficiary by his or her last will may appoint by specific reference to this special power of appointment. Any property not so appointed shall be distributed to such beneficiary's then living issue, per stirpes, or if none, to the then living issue, per stirpes, of the beneficiary's nearest lineal ancestor who is a descendant of mine with issue then living, or if none, to my then living issue, per stirpes, each such distribution subject to being held in trust by the trustee hereinafter named upon the terms and conditions of this ARTICLE FOUR; provided, however, if I have no issue then living, the trustee shall distribute such property in accordance with the provisions of ARTICLE FIVE of this will. ARTICLE FIVE FAILURE OF ISSUE §5.1 Any property to be distributed in accordance with the provisions of this Article shall be distributed as if my wife, VIOLA E. THOMPSON, and I had each then died seized and possessed of one-half of such property, intestate and unmarried, and domiciled in the Commonwealth of Pennsylvania. -4- ARTICLE SIX APPOINTMENT OF FIDUCIARIES §6.1 I appoint my wife, VIOLA E. THOMPSON, executor of this will. If my said wife is unable or unwilling to act or continue as executor, for any reason whatsoever, I appoint my son, DANIEL P. THOMPSON, and my son, STEPHEN J. THOMPSON, co-executors of this Will. If either of my said sons shall be unable or unwilling to act or continue to act, for any reason whatsoever, I direct that the vacancy not be filled and that the then serving executor shall serve as sole executor. §6.2 I appoint my wife, VIOLA E. THOMPSON, trustee of any trust created by this will. If my said wife is unable or unwilling to act or continue as trustee, for any reason whatsoever, I appoint my son, DANIEL P. THOMPSON, and my son, STEPHEN J. THOMPSON, successor co-trustees. If either of my said sons shall be unable or unwilling to act or continue to act as co-trustee, for any reason whatsoever, I direct that the vacancy not be filled and that the then serving trustee shall serve alone as trustee. ARTICLE SEVEN POWERS OF FIDUCIARIES §7.1 No fiduciary under this will shall be required to give bond or other security for the faithful performance of the fiduciary's duties. §7.2 Any such fiduciary shall have the following powers, in addition to those given by law: §7.3 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; §7.4 To invest in, accept and retain stock in an S Corporation and to take any action that the trustee deem necessary or proper, including the power to petition a court of competent jurisdiction to reform any trust created hereunder, in -5- order to assure that any trust created hereunder be deemed a Qualified Subchapter S Trust within the meaning of Section 1361(d)(3) of the Internal Revenue Code; §7.5 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; §7.6 To borrow money from any person including any fiduciary acting hereunder, and to mortgage or pledge any real or personal property; §7.7 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; §7.8 To engage in litigation and compromise, arbitrate or abandon claims; §7.9 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; §7.10 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; §7.11 To merge any trust created hereunder with any other trust or trusts created by me or my spouse under will or deed, if the terms of any such trust are then substantially similar and held for the primary benefit of the same person or persons; §7.12 To allocate, in the executor's sole and absolute discretion, any portion of my exemption under Section 2631(a) of the Internal Revenue Code 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; §7.13 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; §7.14 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; provided, however, no trustee shall participate in any decision to terminate such -6- trust if by reason of such termination such trustee could receive a distribution of trust property from such trust as aforesaid. The receipts and releases of the distributee(s) 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 §7.15 To engage the services of any professional investment advisor or firm to manage or advise on the investment of estate assets or the principal of any trust created hereunder, to invest such assets in mutual funds and to act as a broker or dealer to execute transactions and to provide other services with respect to the assets, including the purchase and sale of any securities. The compensation paid to any investment advisor or firm retained hereunder shall not result in any diminution in the compensation otherwise payable to the fiduciaries. ARTICLE EIGHT PROVISION FOR TAXES §8.1 All estate taxes, inheritance taxes, transfer taxes and other taxes of a similaz nature payable by reason of my death to any government or subdivision thereof upon or with respect to any (a) property passing under the terms of this will subject to any such tax and (b) trust includible in my estate for federal estate tax purposes that is a chazitable remainder trust within the meaning of Section 664 of the Internal Revenue Code, and any penalties thereon, shall be paid by the executor out of the principal of that portion of my estate disposed of by ARTICLE THREE of this will, or if such property is insufficient then out of the principal of that portion of my estate disposed of by ARTICLE TWO of this will, and all interest with respect to any such taxes 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, without reimbursement from or apportionment among the beneficiaries, recipients or owners of such property for any such taxes, penalties or interest; provided, however, that no such taxes, penalties or interest shall be chazged against any property of such portion of my estate that otherwise passes to chazity and for which my estate would be entitled to a charitable deduction for federal estate tax purposes. As to any other property, the transferee thereof or any fiduciary -7- holding legal title to such property, as the case may be, shall bear liability for all such taxes, penalties and interest thereon. In accordance therewith, I direct the executor to exercise all rights of reimbursement granted under Sections 2206, 2207, 2207A and 2207B of the Internal Revenue Code (to the full extent permitted therein) and under state law as to any property subject thereto. §8.2 Notwithstanding any other provision of this will to the contrary, no such taxes, interest and penalties shall be paid from Plan benefits (or the income on or proceeds from any investment of any withdrawal from any Plan) on or after September 30 of the calendar year following the year of my death for any such purpose. As used in this will, the term "Plan" shall mean qualified retirement plan under Section 401(a) of the Code, an individual retirement account under Section 408 of the Code, an annuity contract or custodial account under Section 403(b) of the Code or any other retirement arrangement subject to the "minimum distribution rules" of Section 401(a)(9) of the Code. ARTICLE NINE RETIREMENT PLAN PROCEEDS §9.1 If a trust or the trustee of a trust established under this will is named, in the trustee's fiduciary capacity, as a beneficiary of any Plan, then notwithstanding any provision of this will to the contrary, the following provisions shall also apply to such trust: (a) The trustee shall direct that the Plan, as of my death and thereafter, distribute to the trust at least annually an amount at least equal to the minimum distribution amount required under Section 401(a)(9), 403(b)(10), 408 (a)(6) or 408(b)(3) of the Code, as amended from time to time, and the regulations thereunder (referred to herein as the "Minimum Required Distribution"). Any current beneficiary shall have the right to compel the trustee to -8- demand the Minimum Required Distribution from the Plan, from time to time, but no amount in excess thereof. (b) The trustee shall elect a distribution option under the Plan which allows the trustee, in its sole discretion, to accelerate distributions and to receive one or more lump sum payments from the Plan so that the trustee has flexibility to withdraw principal from the Plan. If such an option is not available under the Plan, the trustee shall take all necessary action to cause such Plan to be transferred to an individual retirement account established in the grantor's name of which the trust is a named beneficiary and which offers such flexibility and is qualified under Code Section 408; provided, however, that such transfer is not treated as a taxable distribution for income tax purposes. The trustee may exercise any and all options available to it under the Plan as the trustee deems necessary or proper, including the right to demand distributions from the Plan at any time. (c) The trustee shall immediately distribute any distribution received from the Plan to, or for the benefit of, the current income beneficiary upon receipt by the trustee, regardless of whether such distribution is allocated to principal for trust accounting purposes. It is the grantor's intent that the beneficiary of any such trust be treated as the "sole beneficiary" of the trust for purposes of the minimum required distribution rules applicable to any such Plan. (d) The trustee shall take all requisite action and shall submit to the administrator of the Plan all required documentation necessary to cause the current income beneficiary of his or her separate trust to be treated, to the extent possible, as a "designated beneficiary" for purposes of Sections 401(a)(9), 403(b)(10), 408(a)(6) and 408(b)(3) of the Code. -9- ARTICLE TEN GST ADMINISTRATIVE PROVISIONS § 10.1 Notwithstanding any other provision of this will: (a) If a trust created under ARTICLE FOUR of this will (the "original trust") would otherwise be partially exempt from federal generation-skipping tax after the intended allocation of GST exemption to it, then, before such intended allocation and as of the relevant valuation date under Section 2642 of the Code with respect to such allocation, the trustee may (but need not) create instead two separate trusts of equal or unequal value which shall be funded fractionally out of the available property, and which shall be identical in all other respects to the original trust, so that the allocation of GST exemption can be made to one trust which will be entirely exempt from federal generation-skipping tax. In such event, the trustee shall act within the time period specified in any applicable Treasury Regulation and in such manner as is so specified in order to permit each trust to be recognized as a separate trust for generation-skipping transfer tax purposes. The two trusts created under this § 10.1(a) shall have the same name as the original trust except that the trust to which the GST exemption is allocated shall have the phrase "GST exempt" added to its name, and are sometimes referred to herein as "related." As used in this will, the "GST exemption" means the exemption from federal generation-skipping tax allowed under Section 2631 of the Code. (b) If property which is held in, or is to be added or allocated to, a trust pursuant to ARTICLE FOUR of this will is subject to different treatment for any reason for purposes of the federal generation-skipping tax than other property being added or allocated to, or also held in, that trust, then the trustee may (but need not) hold such property instead as a separate trust that is appropriately designated to distinguish it from the trust to which the property -10- otherwise would have been allocated, but that is identical in all other respects to that trust. The identical trusts resulting from application of this § 10.1(b) are also sometimes referred to herein as "related." (c) It is my intent that the trustee shall not be required to create or administer a trust under ARTICLE FOUR of this will that is only partially exempt from federal generation-skipping tax, or to commingle property subject to different treatment for federal generation-skipping tax purposes whether because the transferors with respect to the property are assigned to different generations or otherwise. The provisions of § 10.1(a)-(c) of this will are intended to enable the trustee to avoid such situations by empowering the trustee to segregate trust property (1) that is entirely exempt from federal generation-skipping tax from trust property that is not exempt, or (2) that is otherwise treated differently from other trust property for purposes of the federal generation-skipping tax, and the provisions of § 10.1(a)-(c) of this will should be applied in a manner consistent with this intention. § 10.2 To the extent it is consistent with the trustee's fiduciary obligations, the trustee, in making discretionary distributions of net income and principal from the related trusts referred to earlier in this Article, shall take advantage of the opportunities provided by the creation of such related trusts to avoid or delay federal generation-skipping tax when making discretionary distributions, to pursue different investment strategies for those trusts, if appropriate, and to maximize the amount of trust property that eventually may be distributed to my grandchildren or more remote descendants without transfer tax of any kind at the termination of all trusts created under this will. § 10.3 The trustee may at any time merge and consolidate any related trusts under this will and thereafter administer them as a single trust hereunder, if the trustee -11- determines that maintaining the trusts as separate entities will not serve to minimize federal generation-skipping taxes. § 10.4 If any portion of a trust for the benefit of a descendant of mine, in the absence of any testamentary power of appointment granted under this will to that descendant, would immediately incur a federal generation-skipping tax upon the descendant's death as a result of a taxable termination, then in addition to any other power of appointment granted to that descendant under this will, the descendant may appoint that portion to the creditors of his or her estate. To the extent that the foregoing general power of appointment is in existence on the descendant's death, then unless the descendant directs otherwise by will, the trustee shall pay to the executor of the descendant's estate, from the portion of the trust to which the power pertains, the amount, if any, by which the estate and inheritance taxes payable in any jurisdiction by reason of the descendant's death shall be increased as a result of the inclusion of that portion in the descendant's estate for such tax purposes, as certified in writing by that executor. § 10.5 If the trustee acting under the authority of this Article is administering two or more related trusts named for a descendant of mine, then the amount subject to any power of withdrawal granted to such descendant under this will shall be determined with reference to the aggregate principal of those related trusts, but the withdrawal right shall apply to, and be satisfied first from, the trust or trusts having the highest inclusion ratio for federal generation- skipping tax purposes before applying to any trust having a lower inclusion ratio. § 10.6 No trustee who is also a beneficiary hereunder on or after the division date shall participate in exercising discretion under this Article to create separate trusts, to merge and consolidate trusts, or to allocate GST exempt and nonexempt property among trusts. If no trustee, who would qualify to exercise those discretions, is then acting, then the trustee may -12- petition a court of competent jurisdiction to appoint a corporate fiduciary as a special trustee, whose authority shall be limited to exercising those discretions. ARTICLE ELEVEN MISCELLANEOUS PROVISIONS § 11.1 Any term used in the singular or plural, or in the masculine, feminine or neuter form, shall be singular or plural, or masculine, feminine or neuter as a proper reading of this will may require. § 11.2 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. § 11.3 If at the time a mandatory distribution of property from any trust created by this will would otherwise be made to a beneficiary there is in existence any trust (other than the trust from which such distribution is made) created by this will for the benefit of such beneficiary, the property otherwise to be distributed to such beneficiary shall continue in trust for the benefit of such beneficiary in accordance with the terms of the trust herein created for such beneficiary. § 11.4 Notwithstanding any other provision of this will, the general discretionary powers of the trustee are limited so that (a) no trustee shall participate in any decision regarding a discretionary distribution to that trustee personally, except to the extent governed by and made pursuant to a standard under this will that constitutes an ascertainable standard within the meaning of Section 2041 and 2514 of the Internal Revenue Code, and (b) no trustee may use trust income or principal to discharge the legal obligation of that trustee individually to support or educate a beneficiary hereunder. Furthermore, no trustee shall enter -13- into any reciprocal agreement with any other trustee for the purpose of indirectly exercising a power prohibited hereunder. § 11.5 Except as otherwise may be provided in this will, whenever the trustee is authorized or directed to distribute property "to or for the benefit of any beneficiary who is under (a) twenty-one 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 trustee's sole discretion exercised in good faith), the trustee 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 trustee (including any trustee), under any applicable Uniform Transfers to Minors Act or Uniform Gifts to Minors Act, may distribute such property to a guardian of 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 trustee 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. § 11.6 Except as otherwise may be 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 beneficiary shall have no power to sell, assign or encumber all or any part of the principal sums -14- or such beneficiary's interest therein, respectively, or the income thereof, or to anticipate the income. § 11.7 An individual fiduciary shall be entitled to receive reasonable compensation for such fiduciary's services hereunder. § 11.8 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. § 11.9 Every successor or additional fiduciary shall have all rights, powers, privileges and duties, whether discretionary or otherwise, herein given to the original fiduciaries and shall be subject to the same reservations, limitations, terms and conditions. § 11.10 In case of the merger or consolidation of a corporate fiduciary, the resultant company shall become such fiduciary's successor without notice to any party. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 1b~ day of ~b cya-;~ , 2007. (SEAL) V. DAVID THO PSON -15- Signed, sealed, published and declazed by the above-named V. DAVID THOMPSON 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. M~IM'~t.-{Y~ • residing at ~b Ska~~otd plc ~ c~C • C residing at ~, f~ ~ . re ing at MF~11s~lesb~ ~ P ~ IPSO 2s fh qh r~ C,~-~~. ~-fl~5 ~~ • i 7~ iy ~a ~ ~~b~2~''.fT ye /~?fc~fvics6 terra ~~ / 7 6 .~.~ -16- COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF ~'VI I, V. DAVID THOMPSON, the testator, whose name is signed to the attached or foregoing instrument, having been duly qualified according to law, do hereby acknowledge that I signed and executed the instrument as my Last Will; and that I signed it willingly and as my free and voluntary act for the purposes therein expressed. V. DAVID THOMPS N Sworn to or affirmed and acknowledged before me by V. DAVID THOMPSON, the testator, this day of , 2007. (SEAL) ~... Not~t ~ Notary Public iA~AN N ~ ~Y h#IrC IIAMDM~111M C{p COIMIy MI- CamM~Mon iipiiw Ap- ~. X010 -17- COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF ~ We, bpol..y C~vnais~ ~ ~ Cheie -4 ~ ~hen~ and L}lU~~ /~. ~i»D,.~_, the witnesses whose names are signed to the attached or foregoing instrument, being duly qualified according to law, do depose and say that we were present and saw the testator sign and execute the instrument as his Last Will; that the testator signed willingly and executed it as his free and voluntary act for the purposes therein expressed; that each subscribing witness in the hearing and sight of the testator signed the will as a witness; and that to the best of our knowledge the testator was at the time 18 or more years of age, of sound mind and under no constraint or undue influence. Witness Witnes v~~ Wi ess Sworn to or affirmed and subscribed to before me by t3~1~.., C~ Watson ~ ~ Gheae ~' ~ ~..n~ and AJ~ Cm E- ,witnesses, this ~ day of ~ , 2007 (SEAL) NO~IA~ML *Al ~AbYI N ®E Ploloiy A~1c IMMOlI 1WR CI~AlO GOI~Ar ~M Conrrowo~ bipirt Apr ~. m10 G~~~k'rlNl. Notary Public -18- MEMORANDUM In accordance with ARTICLE ONE of my will dated , 2007 and any codicil thereto, I, V. DAVID THOMPSON, bequeath the items of tangible personal property herein specified that I still own at the time of my death to the following beneficiaries who survive me: (1) To (2) To (3) To (4) To (5) To Date: V. DAVID THOMPSON #1003180-v1 C7 r~ cs °n s '. RENUNCIATION > ° ~ °, f - ~. ,_~~~ ,, ~ REGISTER OF WILLS ~ ~ ~~ %~~ < CUMBERLAND COUNTY, PENNSYLVANIA ~~-,J ~~ ~ ~ - ~i-d~~ l ~aa '~~ w . , ~, __ __~ ~, Estate of V. DAVID THOMPSON Deceased I, Viola E Thompson , in my capacity/relationship as (Print Name) surviving spouse (and named executor in Will) of the above Decedent, hereby renounce the right to administer the Estate of the Decedent and respectfully request that Letters be issued to Daniel P. Thompson and Stephen J. Thompson c (Dat (Signature) 202 Lampost Lane (Street Address) Executed in Register's Office Sworn to or affirmed and subscribed before me this day of Deputy for Register of Wills ~~~ _ sYleAt~IA NOTARIAL SEAL Lisa S. I?ailey, Notary Public Hampden Township, Cumberland County M commission expires December 12, 2011 Camp Hill, PA 17011 (City, State, Zip) Executed out of Register's Office Before the undersigned personally appeared the party executing this renunciation and certified that he or she executed the renunci to iq~ for the purposes stated within on this -~ day 117 o~GL'~~7 Notary Public My Commission Expires: (Signature and Seal of Notary or other official qualified to administer oaths. Show date of expiration of Notary's Commission.) Form RW-06 'rev. 10.13.06