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HomeMy WebLinkAbout02-03-10 IN RE: : IN THE COURT OF COMMON PLEAS ESTATE OF ELEANOR HASELHUHN, :CUMBERLAND COUNTY, PENNSYLVANIA A/K/A : HELEN ELEANOR HASELHUHN :ORPHANS' COURT DIVISION No. 1126 Year 2008 ~ °` ~:~-~ SECOND INTERIM RESIDUAL DISTRIBUTION ~ ~ z THIS AGREEMENT made this.~~ day of January, 2010 ~,~` ~~-~~ -~~-~~ C'3 ~ '* ~ ...~..; -'T ~ __.. :.:. ~:"'7 WITNESSETH: ~~ ~ r'~''~, c~ I. THE CIRCUMSTANCES leading up to the execution of this Agreement are as follows: 1. Eleanor Haselhuhn a/k/a Helen Eleanor Haselhuhn (the "Decedent"), a widow, died testate on October 13, 2008, a domiciliary of Cumberland County, Pennsylvania. 2. The Decedent's Last Will and Testament dated July 11, 1991, and Codicil dated August 19, 2006 (collectively, the "Will") were admitted to probate by the Register of Wills of Cumberland County, Pennsylvania (the "Register"). A true and correct copy of the Will is attached hereto as Exhibit "A," and is incorporated herein by reference. 3. On November 26, 2008, the Register duly appointed Alan Kotz a/k/a Allen Kotz, Gary E. French, Esq. and Wachovia Bank, N.A., Co-Administrators, d.b.n.c.t.a of the Decedent's Probate Estate (that property which is disposed of pursuant to the terms of the Decedent's Will or by intestate succession). 4. By Court Order dated March 15, 2009 ("Order"), Alan Kotz a/k/a Allen Kotz ("Mr. Kotz') was discharged as a Co-Administrator due to physical incapacity, and Wachovia Bank, N.A. and Gary E. French, Esq. were ordered to continue serving as the Co-Administrators of the Decedent's Probate Estate without the appointment of a successor individual Co-Administrator to serve in Mr. Kotz's stead. Wachovia Bank, N.A. and Gary E. French, Esq. are hereinafter collectively referred to as the "Co- Administrators"). A true and correct copy of the Order is attached hereto as Exhibit "B," and is incorporated herein by reference. Page -1- • • 5. The Decedent was survived by her daughter, Mary Ann Mohr, formerly known as Mary Ann Haselhuhn, and granddaughter, Devon Haselhuhn (collectively, the "Beneficiaries"). 6. The Decedent's net Probate Estate passes to the "Eleanor Haselhuhn Non-Skip Trust" and the "Eleanor Haselhuhn Skip Trust" pursuant to Articles Third and Fourth of the Decedent's Will. 7. The terminating events of the various trusts created under the Decedent's Will (as set forth in Articles Fifth, Sixth and Seventh of the Decedent's Will) have all occurred. The Decedent's husband, Donald H. Haselhuhn, predeceased the Decedent on August 8, 1994. The Decedent's daughter, Mary Ann Mohr, has attained 25 years of age. The Decedent's son, Michael H. Haselhuhn, predeceased the Decedent on March 5, 2005. Michael H. Haselhuhn's only child, Devon Haselhuhn, is 29 years of age, having been born on February 19, 1980. 8. The Co-Administrators intend to distribute the Decedent's entire net residuary Probate Estate as follows: (i) Fifty Percent (50%) directly to Mary Ann Mohr, the sole remainder beneficiary of the Eleanor Haselhuhn Non-Skip Trust established under Article Fifth of the Decedent's Will; and, (ii) Fifty Percent (50%) directly to Devon Haselhuhn, the sole remainder beneficiary of the Eleanor Haselhuhn Skip Trust established under Article Sixth of the Decedent's Will. 9. During October 2009, the Co-Administrators distributed $150,000 worth of assets to each of Mary Ann Mohr and Devon Haselhuhn as a first interim distribution pursuant to a fully executed Release, Refunding and Indemnification Agreement. 10. The Co-Administrators are willing to make a second interim residual distribution of $400,000 to each Beneficiary if the Beneficiaries provide the Co- Administrators with limited release, refunding and indemnification protections as hereinafter provided. II. RECEIPT, RELEASE, REFUNDING, AND INDEMNIFICATION AGREEMENT: NOW THEREFORE, in consideration of the foregoing, and intending to be legally bound, the Beneficiaries, for themselves, their heirs, personal representatives, successors, and assigns, hereby do as follows, to wit: A. Represent, warrant and agree that they: (i) Have read and understand this Agreement and confirm the facts set forth above are true, correct and complete to the best of their Page -2- • • knowledge, information and belief, and hereby approve the same for all purposes and incorporate them herein by reference. (ii) Acknowledge that they have sought advice of an attorney, prior to executing this Agreement or have voluntarily chosen not to consult with an attorney; and, (iii) Have entered into this Agreement of their own free will and choice without any compulsion, duress or undue influence from anyone. B. Approve (and direct the Co-Administrators to make) the above described second interim residual distribution. C. Agree to refund on demand, all or any part of the above described second interim residual distribution, which the Co-Administrators or any court of competent jurisdiction determines to have been improperly made. D. To the extent of the above described second interim residual distribution, absolutely, unconditionally and irrevocably release, remises and forever discharge Wachovia Bank, N.A. and Gary E. French, Esq., individually, and in their fiduciary capacities as Co-Administrators of the Estate of Eleanor Haselhuhn a/k/a Helen Eleanor Haselhuhn, Deceased, from any and all manner of actions, causes of action, suits, liens, accounts, reckonings, controversies, agreements, promises, claims, demands, lasses and expenses whatsoever, in any way arising from or concerning the above described second interim residual distribution of the Decedent's Probate Estate. E. To the extent of the above described second interim residual distributions, agree to indemnify and hold harmless Wachovia Bank, N.A. and Gary E. French, Esq., individually, and in their fiduciary capacities set forth above, with respect to any and all matters or liabilities which they may be subjected by reason of joining in this Agreement, and in carrying out the provision hereof. F. Agree that this Agreement constitutes the entire understanding between the Co-Administrators and the Beneficiaries (individually and collectively, the "Parties") concerning the subject matter hereof, and supersedes any and all prior written agreements and any and all prior or contemporaneous oral agreements or understandings relating to the subject matter hereof. G. Agree that this Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors, assigns, personal representatives, and those who may hereafter claim through any of the Parties. Page -3- • • H. Agree that this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to choice-of-law provisions. The Court shall have exclusive jurisdiction over any action to enforce or interpret the terms of this Agreement. The Co-Administrators and Beneficiaries hereby consent to the Court exercising personal jurisdiction over each of them in any action or suit arising out of the enforcement of this Agreement. I. Agree that any references to person or things shall be deemed to refer to such persons or things in the singular or plural and in the masculine, feminine or neuter gender as the context shall require. J. Agree that this Agreement shall be deemed to be severable, so that if any provision hereof shall be determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to remain valid and enforceable in accordance with their terms. K. Agree that this Agreement may be executed in multiple counterparts, each of which may contain the signatures of one or more of the Parties, all of which, taken together, shall constitute one and the same document. Page -4- • • IN RE: : IN THE COURT OF COMMON PLEAS ESTATE OF ELEANOR HASELHUHN, :CUMBERLAND COUNTY, PENNSYLVANIA A/K/A HELEN ELEANOR HASELHUHN :ORPHANS' COURT DIVISION No. 1126 Year 2008 CONSENT TO SECOND INTERIM RESIDUAL DISTRIBUTION GARY E. FRENCH, ESQ., in his fiduciary capacity set forth in the Agreement, hereby consents to the Second Interim Residual Distribution Agreement (the "Agreement'), and acknowledges that a copy of the Agreement, including all Exhibits thereto, has been provided to him. GARY`"E. FRENCH, ESQ., in his fiduciary capacity set forth in the Agreement COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND On this, the day of January, 2010, before me, the undersigned officer, personally appeared GARY E. FRENCH, ESQ., known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same, in the capacities indicated, as his free and voluntary act for the purposes expressed therein. IN WITNESS WHEREOF, I have set my hand and official seal. r ~ No ry Public COMMONWEALTH OF PENNSYLVANIA NOTARIAL SEAL CYNTHIA J. RULE, Notary Public ~ Lemoyne Boro., Cumberland County My Commission Expires February 3, 2012 Page -5- • • IN RE: : IN THE COURT OF COMMON PLEAS ESTATE OF ELEANOR HASELHUHN, :CUMBERLAND COUNTY, PENNSYLVANIA A/K/A . HELEN ELEANOR HASELHUHN :ORPHANS' COURT DIVISION No. 1126 Year 2008 CONSENT TO SECOND INTERIM RESIDUAL DISTRIBUTION AGREEMENT THE UNDERSIGNED, PATRICIA A. JACKSON, VICE PRESIDENT AND SENIOR ESTATE SETTLEMENT CONSULTANT OF WACHOVIA BANK, N.A. in its fiduciary capacity set forth in the Agreement, hereby consents to and joins in this Second Interim Residual Distribution Agreement (the "Agreement"), for the purposes expressed therein, and acknowledges receipt of a copy of the Agreement and all Exhibits thereto. WACHOVIA BANK, N.A. By ~ w~, PATRICIA A. A SON, VICE PRESIDENT AND SENIOR ATE SETTLEMENT CONSULTANT COMMONWEALTH OF PENNSYLVANIA ss: COUNTY OF ,~ r ~ ; On this day of January, 2010 before me, the undersigned officer, personally appeared PATRICIA A. JACKSON, who acknowledge herself to be the VICE PRESIDENT AND SENIOR ESTATE SETTLEMENT CONSULTANT OF WACHOVIA BANK, N.A. and that she, as such officer being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing the name of such bank by herself as such officer. IN WITNESS WHEREOF, I hereuryfi~r set m~f ~an~J/and official seal. NO'tARIAI 8EAL BRENDA S JUNKER Notary Public Page -6- READIN~3 CrY, BERKS CNTY My Commiaaioo Expires Apr 7, 2U13 • • IN RE: : IN THE COURT OF COMMON PLEAS ESTATE OF ELEANOR HASELHUHN, :CUMBERLAND COUNTY, PENNSYLVANIA A/K/A : HELEN ELEANOR HASELHUHN :ORPHANS' COURT DIVISION : No. 1126 Year 2008 CONSENT TO SECOND INTERIM RESIDUAL DISTRIBUTION AGREEMENT MARY ANN MOHR ,FORMERLY MARY ANN HASELHUHN, hereby consents to the Second Interim Residual Distribution Agreement (the "Agreement'), and acknowledges that a copy of the Agreement, including all Exhibits thereto, has been provided to her. Wes- r ~~ MARY ANN vl HR, FORMERLY ARYANN HASELHUHN COMMONWEALTH OF PENNSYLVANIA ~~ COUNTY OF ' On this, the ~ day of January, 2010, before me, the undersigned officer, personally appeared MARY ANN MOHR ,FORMERLY MARY ANN HASELHUHN, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that she executed the same, in the capacities indicated, as her free and voluntary act for the purposes expressed therein. IN WITNESS WHEREOF, I have set my hand and official seal. ary Public G~~'?4~~~~'~j~,'~~, ~~ ~~ ~'~ V~VSYLVA(WA ,r---....,_._.._.s .._..~-------._....~ Rarest 5~9 ,s~~~ ~. -3r~aa ., ,~tf~Y Cc~t.~r-Ty ~.+l~t~!~~+~, 3~~~~~~d~~~,i~ As~s~aa2i~r~ ~~ ?~e~dari~ Page -7- • • IN RE: : IN THE COURT OF COMMON PLEAS ESTATE OF ELEANOR HASELHUHN, :CUMBERLAND COUNTY, PENNSYLVANIA A/K/A HELEN ELEANOR HASELHUHN :ORPHANS' COURT DIVISION No. 1126 Year 2008 CONSENT TO SECOND INTERIM RESIDUAL DISTRIBUTION AGREEMENT DEVON HASELHUHN hereby consents to the Second Interim Residual Distribution Agreement (the "Agreement'), and acknowledge that a copy of the Agreement, including all Exhibits thereto, has been provided to~he . ~ _. _.._ _- - - D~VON HA UHN COMMONWEALTH OF PENNSYLVANIA COUNTY OF l:.1~1/r~~OQr~G~ On this, the ~~' 'daY of January, 2010, before me, the undersi ned officer g , personally appeared DEVON HASELHUHN, known to me {or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that she executed the same, in the capacities indicated, as her free and voluntary act for the purposes expressed therein. IN WITNESS WHEREOF, I have set my hand and offrcial seal. coMAAONWEALTH OF PENNSYLVAWI~ ' se,i Not ublic Cheryl L. Baksr, Notary public UpperANen Twp., Cumberland Coup My ComrniaNon Expkes Jah. 13, 2011 Member, Pennsyhrania Association of IMo~ries Page -8- • h ~ LAST WILL AND TESTAMENT OF ELEANOR HASELHUHN I, ELEANOR HASELHUHN, of the Borough of Camp Hill, Cumberland County, Pennsylvania, do hereby make this my Last Will and Testament, revoking any former Wills and Codicils made by me. FIRST: I am married to Donald H. Haselhuhn, and all refer- ences to my husband in this Will are to him. I have two chil= dren: Michael Haselhuhn (born March 19, 1953); and Mary Ann Haselhuhn (born June 17, 1956). These and any other children born to or adopted by my husband and me are described in this Will as "my children," or as "a child of mine." Any person born to or adopted by a child of mine is described in this Will as the "issue" of a child of mine. Provided, however, no adopted person shall benefit hereunder unless the order or decree of adoption is entered before such adopted person attains the age of twenty-one (21) years . SECOND: I make the following specific bequests: (1) I give my tangible personal property and all insurances thereon to my husband, Donald H. Haselhuhn, or, if he does not survive me, I give my china, silver, breakfront and the contents thereof to my daughter, Mary Ann Haselhuhn, and the balance of said tangible personal property to my children who are living at my death to be divided equitably among or between them as they may determine, or, if they are unable to agree, as my -1- .. ~ i ~ Executor shall determine, after considering the wishes of such children. I have complete confidence that my husband, my children or my Executor will honor any written instructions that I may leave with regard to said tangible personal property. Any such property not so distributed shall be sold, and the proceeds added to my residuary estate to pass as hereafter described. (2) If my husband, Donald H. Haselhuhn, predeceases me, I give and bequeath unto the National Multiple Sclerosis Society, Central Pennsylvania Chapter, without restriction as to use, cash, securities or other property in an amount equal to ten percent (10~) of my gross estate as finally fixed .in the federal estate tax pro- ceeding for my estate. THIRD: If my husband, Donald H. Haselhuhn, shall survive me, I bequeath to my Trustee, hereinafter named, IN TRUST NEVERTHELESS, cash, securities or other property in the amount described below to be known as the "Bypass Gift." My Executor or my Trustee shall divide the Bypass Gift into two separate, equal shares, one share to be known as the "Non-Skip Trust", and the other share to be known as the "Skip Trust." As hereinafter provided, my Executor or my Trustee shall, if necessary, further subdivide the Skip Trust in order to create a separate trust to be known as the "Overflow Trust." (1) The Bypass Gift shall be $600,000, subject however, to Paragraphs (2j and (3) below. (2) The Bypass Gift shall increase or decrease, based upon the availability of my federal unified credit for estate and -2- gift taxes and the maximum allowable federal estate tax credit for state death taxes (but only to the extent that the use of such state death tax credit does not increase the death tax payable to any state), whether due to statutory changes, lifetime gifts in excess of the federal unified estate and gift tax exemption-equivalent amounts, or any other transfer which affects. the availability of my federal credits aforesaid. (3) The Bypass Gift shall decrease., even to zero, if necessary to reduce federal estate tax payable as a result of my death to zero (excluding, however, any federal estate tax due as a result of an excess retirement accumulation under Section 4980A of the Internal Revenue Code of 1986, as amended, or such similar section as may then be in effect), considering that my intention is to fund the Bypass Gift by using my available federal unified credit for estate and gift taxes and my federal estate tax credit for state death taxes and to eliminate federal estate tax on the balance of my federal taxable estate by using the federal estate tax unlimited marital deduction. FOURTH: I give, devise and bequeath the rest, residue and remainder of my estate, real and personal, to my husband. Should he not survive me, I give, devise and bequeath such rest, residue and remainder to my Trustee, hereinafter named, IN TRUST NEVER- THELESS, to be held, administered and distributed for all purpos- es as part of the Bypass Gift. -3- • • FIFTH: The Non-Skip Trust shall be held, administered and distributed as follows: (1) My Trustee shall pay to or apply for the benefit of any one or more of my husband, my daughter, Mary Ann Haselhuhn, and her issue, until division into shares pursuant to Paragraph (5), all of .the net income from the Non-Skip Trust in convenient installments in such shares and proportions as my Trustee in its sole discretion shall determine primarily for the medical care, education, support and maintenance in reasonable comfort of my said husband, my daughter, Mary Ann Haselhuhn, and her issue, taking into consideration to the extent my Trustee deems advisable any other income or resources of my said husband, my daughter, Mary Ann Haselhuhn, and her issue, known to my Trustee, considering that my husband is the primary object of my bounty. (2) Prior to division into shares pursuant to Para- graph (5), my Trustee may pay to or apply for the benefit of any one or more of my said husband, my daughter, Mary Ann Haselhuhn, and her issue, such sums from the principal of the Non-Skip Trust in such shares and proportions as in its sole discretion shall be necessary or advisable from time to time for the medical care, education, support and maintenance in reasonable comfort of my said husband, my daughter, Mary Ann Haselhuhn, and her issue, taking into consideration to the extent my Trustee deems advis- able any other income or resources of my said husband, my daugh- ? ~ ~~-~ a...~'~' -4- • • ter, Mary Ann Haselhuhn, and her issue, known to my Trustee, considering that my husband is the primary object of my bounty. Any payment or application of benefits for a beneficiary pursuant to this Paragraph shall be charged against this Trust as a whole rather than against the ultimate distributive share of such beneficiary to whom or for whose benefit the payment is made. (3) In addition to the income and discretionary payments of principal from this Trust, there shall be paid to my said husband during his lifetime from the principal of this Trust upon his written request during the last month of each fiscal year of the Trust an amount not to exceed during such fiscal year ,~~r .~, the amount of Five Thousand. ~Doilars ($5, 6'!00)~ or five percent (5$) of the aggregate value of the principal of the Non-Skip Trust on the last day of such fiscal year without reduction for the principal payment for such fiscal year, whichever is greater. This right of withdrawal is noncumulative, so that if my said husband does not withdraw, during such fiscal year, the full amount to which he is entitled under this Paragraph, his right to withdraw the amount not withdrawn shall lapse at the end of that fiscal year. (4) My husband shall have a special power to appoint all or any portion of the Non-Skip Trust during his lifetime by written document, delivered to my Trustee, referring expressly to this Article, or by Will, validly executed and attested referring expressly to this Article, among such other person or persons -5- • • hereinafter named or described absolutely or in trust, as he may indicate. This special power of appointment is exercisable only in favor of a child of mine as described in this Will (including Michael Haselhuhn) or to the issue of any such child. My afore- said husband shall have no power to appoint the principal of this fund or income accumulated thereon to himself, his estate, to his creditors, or to the creditors of his estate. My Trustee may rely upon an attested Will probated in any state that otherwise meets the requirements of this Paragraph. (5) In default of the exercise of such power of appointment by my said husband, or insofar as any part of the Non-Skip Trust shall not be effectively appointed, then upon the death of my said husband, the entire remaining principal of the Non-Skip Trust, or the part of such trust not effectively ap- pointed shall be distributed to my daughter, Mary Ann Haselhuhn, or to her then-surviving issue, per stirpes, otherwise to my then-surviving issue, per stirpes. Provided, however, that my Trustee may, in its sole and absolute discretion, add such property to the Skip Trust hereinafter provided (for the benefit of my issue) . (6) If at the time of my death, or at any later time prior to final distribution hereunder, my said husband and all my issue are deceased and no other disposition of the property is directed by the Non-Skip Trust, then and in that event only, the then-remaining property of this Trust, together with any undis- 4 ti 4 -6- • • tributed income, shall be divided and paid over and distributed one-half (i) to those persons then living who would then be my heirs, their identities and respective shares to be determined in accordance with the law then in effect -in the Commonwealth of Pennsylvania, as if I had then died intestate, and one-half (z) to those persons then living who would then be my husband's heirs, their identities and respective shares to be determined in accordance with the law then in effect in the Commonwealth of Pennsylvania, as if he had then died intestate. SIXTH: The Skip Trust shall be divided, held, administered and distributed as follows: _ (1) My Executor or my Trustee shall fund the Skip Trust with the largest fractional share of principal that can pass free of federal generation-skipping transfer (GST) tax by the use of my GST exemption provided in Section 2631 of the Internal Revenue Code of 1986, as amended, as in effect at the time of my death, reduced by the aggregate amount, if any, of such GST exemption allocated to my lifetime transfers. For the purposes of establishing such amounts, the values finally fixed in the federal estate tax proceeding for my estate shall be used. The fractional share not passing to the Skip Trust, if any, shall constitute the "Overflow Trust", which shall be held, adminis- tered and distributed as a separate trust according to the terms of Paragraphs (2) through (7) of this Article, except that the life beneficiary shall, in addition, have a testamentary special ~~~e~i2c~ /e`~a~QfLcG~L..~ -7- t • power to appoint the Overflow Trust among such life beneficiary's issue or to such life beneficiary's creditors, or to the credi- tors of his estate. Such life beneficiary shall have no power to appoint to himself or to his estate. My Trustee may rely upon a Will probated in any state so long as the Will contains a specific reference to this Article. I recognize that the Skip Trust may absorb the entire trust estate, in which case the Overflow Trust shall not be funded. (2) My Trustee shall pay to or apply for the benefit of my husband and my son, Michael Haselhuhn (hereinafter the "life beneficiary"), and his issue, all of the net income in convenient installments and so much of the principal of the trust estate as my Trustee in its sole discretion shall determine for the education, medical care, support and maintenance in reason- able comfort of my husband and such life beneficiary, and his issue, taking into consideration to the extent my Trustee deems advisable, any other income or resources of my husband and such life beneficiary, and his issue, known to my Trustee. I autho- rize but do not require my Trustee to distribute so much of the principal of the trust estate as my Trustee shall determine in its sole discretion to enable the life beneficiary, or his issue, to acquire a principal residence, or to acquire a business in which such beneficiary actively participates. (3) In exercising the discretions conferred by this Article, I suggest to my Trustee, but do not require, that my _$_ • • Trustee make distributions to my husband only after he has exhausted other sources and assets available to him (excluding the Non-Skip Trust). I further suggest, but do not require, that my Trustee distribute approximately thirty percent (30~) of the net income of the trust estate to or for the benefit of the issue of the life beneficiary and the remaining net income to or for the benefit of the life beneficiary. Nevertheless, the discre- tion of my Trustee shall be absolute in all matters of distribu- tion, including both principal and income distributions. (4) Upon the death of my husband and upon the death of the life beneficiary, the Trustee may pay the expenses of his last illness, and funeral and burial expenses, if the estate of my husband, or of the life beneficiary should be ir~adequate or inappropriate for the purpose. (5) Upon the death of the life beneficiary, the principal of the trust estate, including any income that may be accrued or undistributed, shall be distributed to or among such of the living issue of the life beneficiary as he shall specifi- cally appoint in his Last Will and Testament by specific refer- ence to this Article. The life beneficiary shall have no power to appoint such trust property and accumulated income to himself, to his estate, to his creditors or to the creditors of his estate. (6) In default of the exercise of such power of appointment by the life beneficiary, or insofar as any part of -9- • • the trust estate, including any income that may be accrued or undistributed, shall not be effectively appointed, then upon the death of said life beneficiary, the entire remaining part or all of the trust principal, including any income that may be accrued or undistributed, shall be divided into separate equal shares so as to provide one (1) share for each then-living child of the life beneficiary and one (1) share for each deceased child of the life beneficiary who shall leave issue then living. Each such separate equal share shall be distributed free of all trusts created hereunder except for the continuing trust protection provided in Article Seventh hereof. The share provided for each deceased child of the life beneficiary who shall leave issue then living shall be distributed per stirpes to such issue, subject, however, to the continuing trust protection provided in Article Seventh hereof. (7) If the life beneficiary shall die without leaving issue then living, then the entire remaining part or all of the principal of the trust estate including any income that may be accrued or undistributed, shall be distributed per stirpes among my issue living at the date of such distribution (or otherwise to those persons described in Paragraph (6) of Article Fifth above), subject, however, to the continuing trust protection provided in Article Seventh hereof. -io- • SEVENTH: (1) If any share hereunder becomes distributable to a beneficiary who has not attained the age of twenty-five (25) years, then my Trustee shall retain possession of such share in trust for such beneficiary until such beneficiary attains the age of twenty-five (25) years, using so much of the net income and principal of such share as my Trustee deems necessary to provide for the proper medical care, education, support and maintenance in reasonable comfort of such beneficiary, taking into consider- ation to the extent my Trustee deems advisable any other income or resources of such beneficiary or his or her parents known to my Trustee. Any income not so paid or applied. may be accumulated and added to the principal. (2) I authorize but do not require my Trustee to distribute so much of the net income or principal of such share as my Trustee. shall determine in its sole discretion to enable such beneficiary to acquire a principal residence or to acquire a business in which such beneficiary actively participates. Such beneficiary's share shall be paid over and distributed to such beneficiary upon attaining the age of twenty-five (25) years, or if he or she shall sooner die, to his or her executors or admin- istrators. I recommend that my Trustee consider distributing all income from such share to such beneficiary when such beneficiary attains the age of twenty-one (21) years. My Trustee shall have with respect to each share so retained all the powers and /C/f~, L-~C~.r-t~2lc-~. ~ , -11- • • discretions had with respect to the trusts created herein generally.. EIGHTH: Anything in this Will to the contrary notwithstanding, no trust created herein shall continue beyond twenty-one (21) years after the deaths of one, the last to die of my issue living at the time of my death; and two, all issue, living at the time of my death, of the individual serving as President of the United States at my death and all issue, living at the time of my death, of said indi- vidual's five (5) immediate predecessors in said office; upon the expiration of such period, all trusts shall terminate and all the assets thereof shall be distributed to those beneficiaries (and in the same proportions) as are then entitled to receive the income therefrom. NINTH: If any beneficiary and I should die under such circum- stances as would render it doubtful whether the beneficiary or I died first, then it shall be conclusively presumed for the purposes of this my Will that said beneficiary predeceased me. TENTH: (1) I name as my Executor my husband, Donald H. Haselhuhn. If he is unable or unwilling to serve, I name Hamilton Bank, 3516 Market Street, Camp Hill, Cumberland County, Pennsylvania, Heath L. Allen, Camp Hill, Cumberland County, Pennsylvania, and my brother-in-law, Allen Kotz, as my Co-Executors. I direct that my Executor or my alternate Co-Executors, herein referred to as my Executor regardless of number or gender, serve without bond in any jurisdiction in which called upon to act. ~~ -12- (2) I name Hamilton Bank, Heath L. Allen and Allen Kotz as my Co-Trustees. I direct that my Co-Trustees, herein referred to as my Trustee regardless of number or gender, serve without bond in any jurisdiction in which called upon to act. (3) I designate Cumberland County, Pennsylvania, as the situs of all trusts created hereunder. Should either indi- vidual Co-Trustee or alternate Co-Executor be unable or unwilling to serve in a fiduciary capacity, Heath L. Allen, or the law firm with which he is associated or was last associated, shall select as successor co-fiduciary a practicing attorney or certified public accountant who resides in Cumberland County, Pennsylvania. It is my intention that two (2) individuals will serve with Hamilton Bank as my Co-Trustees at all times, and that at least one of these individuals will be a resident of Cumberland County, Pennsylvania. (4) For services as Executor and Trustee, my Executor and Trustee shall receive reasonable compensation. ELEVENTH: (1) I give to any Executor and to any Trustee named in this Will or any Codicil hereto or to any successor or substitute Executor or Trustee all of the powers enumerated in this Will and all of the powers applicable by law to fiduciaries in the Commonwealth of Pennsylvania and in particular through the Pennsylvania Probate, Estates and Fiduciaries Code, as effective and as in effect on the date hereof, during the administration . and until the completion of the distribution of my estate, and ~~~~w /--elc~lu~ -13- .' • • until the termination of all trusts created in this Will or any Codicil hereto and until the completion of the distribution of the assets of such trusts. I direct that all such powers shall be construed in the broadest possible manner and shall be exer- cisable without court authorization. (2) In determining the federal estate and income tax liabilities of my estate, my Executor shall have discretion to select the valuation date and to determine whether any or all of the allowable administration expenses in my estate shall be used as federal estate tax deductions or as federal income tax deduc- tions and shall have the discretion to file a. joint income tax return with my husband. (3) If at any time any trust created hereunder (or any share thereof if the trust shall have been divided into shares) shall be of such value that, in the opinion of my Trustee, the administration expense of holding the assets contained therein in trust is not justified, my Trustee, in its absolute discretion, may terminate such trust and distribute the trust property to~the person or persons then entitled to receive or have the benefit of the income therefrom or the legal representative of such person. If there is more than one income beneficiary, my Trustee shall make such distribution to such income beneficiaries in the proportion in which they are beneficiaries or if no proportion is designated in equal shares to such beneficiaries. -14- f~-v • • (4) My Executor and Trustee are authorized and empow- ered to acquire and to retain,~either permanently or for such period of time as my Executor or Trustee may determine, any assets, including the capital stock of any closely held corpora- tion, whether such assets are or are not of the character ap- proved or authorized by law for ,.investment by fiduciaries and whether such assets do or do not represent an overconcentration in one investment. (5) My Executor and my Trustee are authorized and empowered to disclaim any interest, in whole or in part, of which I, my Executor, or my Trustee, may be the beneficiary, devisee, or legatee, by executing an appropriate instrument (in accordance with section 2518 of the Internal Revenue Code of 1986, as amended, or such similar section as may then be in effect). (6) My Executor and Trustee are authorized and empow- Bred to sell at public or private sale, or exchange, and to encumber or lease, for any period of time, any real or personal property and to give options to buy or lease any such property. Additionally, my Executor and Trustee are authorized and em- powered to compromise claims, to borrow from anyone (including a fiduciary hereunder) and to pledge property as security therefor, to make loans to and to buy property from anyone (including a fiduciary or beneficiary hereunder); provided that any such loans shall be adequately secured and at a fair interest rate. ~~~~ ~~~2~~~u~~ -15- • ~ (7) My Executor and Trustee are authorized and empow- ered to allocate property, charges on property, receipts and income among and between principal or income, or partly to each, without regard to any law defining principal and income. TWELFTH: (1) My Trustee may hold any property distributed to it hereunder, whether by my Executor or otherwise, in one or more separate trusts, either on identical terms or, to the extent that the terms of the trust are severable into distinctly sepa- rate shares, on terms reflecting such separate shares. Further- more, my Executor may, by an instrument in writing delivered to my Trustee, direct my Trustee to hold a specified portion of a trust created hereunder as a separate trust. Any such direction shall be effective as of the date of my death. (2) My Trustee may, at any time and from time to time, divide any trust hereunder into two or more separate trusts (based on the fair market value of the trust assets at the time of the division) and combine two or more trusts hereunder with substantially identical terms (whether or not such trusts were previously separated from one trust). (3) If a trust is held as, or divided into, separate trusts, my Executor or my Trustee, as the case may be, may, at any time prior to a combination of such trusts, (a) make differ- ent tax elections (including the allocation of the GST exemption) with respect to each separate trust, (b) expend principal and exercise any other discretionary powers with respect to such ~~~-t.~ -16- • • separate trusts differently, (c) invest such separate trusts differently, and (d) take all other actions consistent with such trusts being separate entities. Further, the donee of any special power of appointment, if applicable, with respect to a trust so divided may exercise such power differently with respect to the separate trusts created by the division. (4) I anticipate that my Executor or my Trustee, as the case may be, may hold property as one or more separate trusts or divide trusts hereunder for both tax and administrative reasons. For example if my Executor decides to allocate .some or all. of my GST exemption to any trust created under the Bypass Gift, my Trustee may determine it to be desirable to create separate trusts in order that no trust hereunder has an inclusion ratio (as defined in Section 2642(a){1) of the Internal Revenue Code of 1986, as amended) other than zero or one. (5) I exonerate my Executor and my Trustee from any liability arising from any exercise or failure to exercise these powers, provided the actions (or inactions) of my Executor or my Trustee are taken in good faith. THIRTEENTH: No person who at any time is acting as a co- trustee (if any) hereunder shall have any power or obligation to participate in or to exercise any discretionary authority that I have given to my Trustee to pay principal or income to such person, or for his or her benefit or in relief of his or her -17- • • legal obligations. Such discretionary authority shall be exer- cised solely by the disinterested co-trustee. FOURTEENTH: No interest of any beneficiary under this Will, any Codicil hereto, or any trust created herein, shall be subject to anticipation or to voluntary or involuntary alienation. FIFTEENTH: All estate, inheritance, succession and other death taxes imposed or payable by reason of my death and interest and penalties thereon with respect to all property comprising my gross estate for death tax purposes, whether or not such property passes under this Will, shall be paid out of the residue of my estate, as if such taxes were expenses of administration, without apportionment or right of reimbursement. I authorize my Executor and Trustee to pay all such taxes at such time or times as deemed advisable. IN WITNESS WHEREOF, I have set my hand and seal on this my Last Will and Testament this ~~' ! .~ day of ~' r =~ c' ~~ ~~ ~ ~ A~ , 1991. SIGNED, SEALED, PUBLISHED, and DECLARED by ELEANOR HASELHUHN, as and for her Last Will and Testament, on the day and year last above written, in the presence of us, who, at her request, in her presence, and in the presence of each other, all being present at the same time, have hereunto subscribed our names as witnesses: ,~. -•-`~ / ~_-,,,/// ~..- ( SEAL) ELEANOR HASELHUHN ~j~/~" ~ , -l`"~' , .:' G. ~ j' ,~ -18- • • SELF-PROVING AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA : SS. COUNTY OF DAUPHIN • WE, ELEANOR HASELHUHN and HEATH L. ALLEN r and _ ELEANOR M . T T FN , the Testatrix and the witnesses, respectively, whose names are si ned g to the attached or foregoing instrument, being first duly sworn, do hereby declare to the undersigned authority that the Testatrix signed and executed the instrument as her Last Will and that she had signed willingly {willingly directed another to sign for her), and that she executed it as her free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of the Testatrix, signed the Will as witness and to the best of his or her knowledge the Testatrix was at that time eighteen (18) years of age or older, of sound mind, and under no constraint or undue influence. ,~`~ i .. ELEANOR HASELHUHN, Testatrix Y _ r ;~ Witness ~ ~ ' ~ j, .. ~" ~ i 1 W ness ' Witness Subscribed, sworn to, and acknowledged before me by ELEANOR HASELHUHN, the Testatrix, and subscribed and sworn to before mA by HFATx T, _ AT.T FN ~ F.T,FANOR M AT T err witnesses, of July , 1991. this 11th day and Notary P~ lic NOTAR~nL SEAL KATI-iR'fN C. HiJLLINGER, Notary Public Harrisburg, Dauphin County -19 - M Commisgiran Ex it 9 Febr~ar _.13, 1995 r~ lJ t Delete the following paragraph from the last will and testament of Eleanor Haselhuhn: Number Two If my husband, Donald H. Haselhuhn, pre-deceases me, I give and bequeath unto the National Multiple Sclerosis Society, Central Pennsylvania Chapter, without restriction as to use, cash, securities or other property, in an amount equal to ten percent (10%) of my gross estate as finally fixed in the federal estate tax proceedings for my estate. r Signed ~-~~.'-~~'~`,/~~/~a.P.~'~~~~a~e~ Witnesses ~~~ ~~~~ ~~~~1/~Z~~~~ ~~~ /f ~ ~~~'~ COMMONWEALTH OF PENNSYLVANIA Notarial Seal Michelle C. Quaca, Notary Public Camp Hill Boro, Cumbetiand County ~/~'~~/~ ~ L~~ %~~ My commission E~ires July 30, 2010 Member, Pennsylvania Association of Notaries ~~ ~~~~~~~ L~~. ~' ~.' f ~ ~- O ~ • • MAR ~ 2 ZO©8~ IN RE: ESTATE OF ELEANOR HASELHUHN, A/K/A HELEN ELEANOR HASELHUHN COMMONWEALTH OF PENNSYLVANIA COURT OF COMMON PLEAS ORPHANS' COURT D1VIS10N No. 1126 Year 2008 ORDER AND NOW, upon consideration of the Petition of Alan Kotz, a/kla Allen Kotz, Gary E. French, Esq., and Wachovia Bank For Resignation/Removal of Individual Co- Administrator Due To Physical Incapacity, and pursuant to 20 Pa. C.S. §711(1) and (12) and 20 Pa. C.S. §3182(3), IT IS HEREBY ORDERED THAT: 1. Alan Kotz, a!k/a Allen Kotz is hereby removed as an individual Co- Administrator of the Decedent's Estate due to his physical incapacity and discharged from any and all further fiduciary duties and obligations without the filing and confirmation of an interim accounting of the estate administration; and, 2. Wachovia Bank and Gary E. French, Esq. are to continue serving as the Co-Administrators of the Decedent's Estate without the appointment of a successor individual Co-Administrator to serve in Mr. Kotz's stead. Dated 1~1 ~ ~~„ ~, 2009 A TRUE COPY FROM RECORCa In Testimony wherof, I hereunto set my hand and .the seal of said Court at Carlisle, PA ThisL ay of ~0 ~G Clo of the orphar~ Court Cumw~rl~~d Cour~#~~ / G J. n N _ =~.o ,~ ~ _ - ~ ~- _ , : :: ~ ' .. J , ~ •f ' ~ .. . ~i