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HomeMy WebLinkAbout04-20-10PETITION FOR PROBATE AND GRANT OF LETTERS REGISTER OF WILLS OF Estate of David B. Disney also known as COUNTY, PENNSYLVANIA File Number ~ ~ - ~~ 0 ~ 4~D Deceased Social Security Number 101-34-4056 Dorothy S Disney and David M Watts Jr 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 last Will of the Decedent dated November 11, 2009 and codicil(s) dated (State relevant circumstances, e.g., renunciarlon, death of executor, etc.) Except as follows, Decedent did not marry, was not divorced, and did not have a child bom or adopted after execution of the instruments} offered for probate, was not the victim of a killing and was never adjudicated an incapacitated person: B. Grant of Letters of Administration (Ifappticabte, enter: c.t.a.; d. b.n.c.t.a.; pendente tire; durance absentia; durante'minoritate) ..:.7 '~ '. ~`C7 °'? 'Y1 1~ ~:~7 (COMPLETE INALL CASES:) Attach additional sheets if necessary. ~~~ ~' ~~ ~-j N ] ~D ,,.... ~-,t ce ate n Decedent was domiciled at death in Cumberland County, Pennsylvania with his 1 her last principal re ~'" ;~rs t-'3 ~ _ 63 Emlvn Lane, Mechanicsburg, Upper Allen _Township Cumberland County PA 17055 (List street address, town/city, township, county, state, zip code) Decedent, then 67 years of age, died on March 14, 2010 at 63 Emlyn Lane, Mechanicsburg, PA Decedent at death owned property with estimated values as follows: (If domiciled in PA) All personal property $ 100,000.00 (If not domiciled in PA) Personal property in Pennsylvania $ (]f not domiciled in PA) Personal property in County $ Value of real estate in Pennsylvania $ situated as follows: Wherefore, Petitioner(s) respectfully request(s) the probate of the last Will and Codicil{s) presented with this Petition and the grant of Letters in the appropriate Form to the undersigned: Si ature r d or nntea name ana resiaence X Dorothy S. Disney, 63 Emlyn Lane, Mechanicsburg, PA x ~ ~ ~~, ' David M. Watts, Jr., 100 Pine Street, P.O. Box 1166, Harrisburg, PA 17108-1166 .~u. CUMBERLAND named in the Form RW-O2 rev. 10.13.06 Page 1 of 2 Petitioner(s) after a proper search has /have ascertained that Decedent left no Will and was survived by the following spouse (if any) and heirs: (If Administration, c.t.a. or d.b.n.c.t.a., enter date of Will in Section A above and complete list of heirs.) rv Oath of Personal Representative y COMMONWEALTH OF PENNSYLVANIA COUNTY OF SS The Petitioner(s) above-named swear(s) or affirm(s) that the statements in the foregoing Petition are true and correct to the best of the knowledge and belief of Petitioner(s) and that, as personal representative(s) of the Decedent, Petitioners} will well and truly administer the estate according to law. Sworn to or affirmed and subscribed before me the ~ q~' ~d'ay~,of ~~~_ >~~~~1~ For th Register x 5. Singnature of Persona! Repr ntative orot lsney Si alure o Persona! Re resentar~ LdVl att r. gn .f P ~ Signature of Persona! Representative b ~ t=r "~7 [,` 7D !\? ,i- ~Q File Number; ~ Estate of David B. Disney , Der~~ed ~, :~ ~ +,a Social Security Number: 101-34-4056 Date of Death: March 14, 2010 AND NOW, , in consideration of the foregoing Petition, satisfactory proof having been presented before me, IT IS DECREED that Letters Testamentary ate hereby granted to Dorothy S. Disney and David M. Watts, Jr. in the above estate and that the instrument(s) dated November 11, 2010 described in the Petition be admitted to probate and filed of record as the last Will (and Codicil(s)) of Decedent. FEES 210.00 egrster of Wills ~~'~y'71 t ~~ Letters ......... $ ~ ~ "`^V~ Short Certificate(s) 4L~$4 .. $ 16.00 Attorney Signature: Renunciations} .......... $ Attorney Name: David M. Watts, Jr. Automation Fee , , , $ 5.00 1C5 Fee , , , $ 23.50 Supreme Court I.D. No.: 42232 will , , $ 15.00 , Address: McNees Wallace & Nurick LLC ... $ . $ 100 Aine Street, P.O. Box 1166 $ Harrisburg, PA 17108-1166 ... ••• $ Telephone: 717-237-5344 ... $ TOTAL ... ... . ....... $ 269.50 Form RW-01 rev. 10.13.06 Page 2 of 2 i 1 ns.sos Rzv ro) )o-i LOCAL REGISTRAR'S CERTIFICATION OF DEATH WARNING: it is illegal to duplicate this copy by photostat or photograph. Fee for this cerCificate, $6.00 P 16244778 This is to certify that the information here given is correctay 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. ~ , cr 3 1 ~/~! a Local :Registrar Date Issued Certification Number H10S713 aEV it21aS TYPE r Paver w PEIeAANENT eucx sac f w COMMONWEALTH OF PENNSYLVANIA • DEPARTMENT OF HEALTH • VRAL RECORDS CERTIFICATE OF DEATH r.a 0 (~ y°., / ~ : '~ _°~ ~ rn N c;~~ ~'~~ ~ `~ ~ ~ p ~ i s:, 7 t~ a.~.. `e:~ ~~ ' ~ N t"s 1 m (See instructions and examples on reverse) M,Te PAE HuMBEa t. eem. a Dwaeee 1F•r aeaae, tar was! z. ses 3 Sadel Seas4y eASnoar a. Dde a DaWi (Mnm. Osy, Yrrl Male 101 - 34 - 4055 March 14 201p David Bruce Di s. Age liar BmMey) liner 1 1Aiex 1 8. D!b d BIM (MONK. dey, yax) ?. ( art etw a na~byl !k. Pbn a DwU (CMM aa) rsmn do Ma.a tint tiaepllal: Oarr: 67 vrc May 19 , 1942 T20CheSter y NY ^mpsBan, ^ Ea / aAprra ^ 13W d N~..~g txame ~ aeaieenca ^oerr - spedry 80. CousY a Dwn &. City. Bao, Ttq. d De.e 8a. Frry Nero DI net seaOron, yr war err nsrmerl 9 vas Dacaers d Ffyeric (kgint ®Ha Yr 10. tiaa: Amenor Inert. Bbet, sAre. em. (n ya. aPeeAy am.a. ISPea/N (~mberland Allen • 63 Fhllyn Lane Mewnn, PuaM awn re.) White ' 11. Dewew's lhw - Kit a sae Derr ~ mar d 6. DOnasMe ,z. Was Deaaaa ewrn ar 13. Daaesas Ehraspn tSPaaY OM' ngbsl ~ wmDeMdl 14. MeeW Styr: Mene4 Nave Merited, ts. Survrvsq SDOt•e (a w11e. gise mrdrt rome) wsb•M. Deana ISG+crN I(sd a want 1br a Bu3a•M /meaty U.S. AmiM Faas? p~,mry / ~ayry (412) College 1,J a 5.) A w ~Y.. ^Ha 5+ Married Doroth Scalise 16. Deaeern's Wing Amass ISSar. nY / bsn. stab. zip weal DenaerWa Die Dec•Oent Deaarn 1;r0 e r 1 n Ttq, Pen[LSY1VdIlla ~» ~+• nc I'i7+ rr 63 F3g1 Lane ~ , Aaaal P•ravin tTa. sty. ros*•1sp? na ^ ura emir Mechanics , PA 17055 t7e. Daaer Gluttberland Aarr ~ a Dm / l3ao ta. Fa,w's Name (Fr. neOJs, est erlm) tB. 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DISNEY, of Cumberland County, Pennsylvania, revoke any prior wills and codic}PS and declare this to be my Will. ARTICLE I Tangible Personal Property A. Memorandum of Wishes. I may leave a writing disposing of some or all pf my tangible personal property. If I do so, and the writing can be incorporated by refergnce into this Will or otherwise be legally binding, I direct that it be incorporated or followed and prevail over the disposition below in this Article. If the writing is not legally binding, I request that my wishes be followed. This provision shall apply whether the writing is executed before or after this Will. B. General Gift of Tangibles. I give the rest of my tangible personal properi:,y to my wife, Dorothy S. Disney, if she survives me. If she does not survive me, my Executor shall sell any of my tangible personal property that my Executor may determine'i would not wish to have preserved for the descendants and/or siblings of my wife and' me, and shall add the proceeds of any such sale to my residue (or the property itself if not sold). C. Gift Includes Insurance. A gift of property under this Article includes my rights under any insurance policies related to such property or the proceeds of such policies. ARTICLE II Real Property A. Unconditional Gifts. I give all of my interest in the real property located aft 63 Emlyn Lane, Mechanicsburg, Pennsylvania, to my wife, Dorothy S. Disney, if she 'survives me. ARTICLE III Bequests A. Unconditional Cash Legacies. I give the following cash gifts: . ~:....~ To my sister, Linda Bennett, the sum of Fifty Thousand Dollars ($50,000.00), if she survives me. 2. To my brother, George A. Disney, the sum of Fifty Thousand Dollars ($50,000.00), if he survives me. 3. To my wife's son, David M. Stewart, the sum of Forty Thousand Dollars ($40,000), if he survives me. 4. To my wife's son, Michael W. Stewart, the sum of Forty Thousand Dollars ($40,000), if he survives me. 5. To Lyn and George Orrell, or the survivor of them, the sum of Forty Thousand Dollars ($40,000) if either or both survive me. B. McNees Wallace 8~ Nurick LLC Savings Plan. Pursuant to the beneficiary designation for my McNees Wallace 8~ Nurick LLC Savings Plan ninety percent (90%) of my Savings Plan benefits ark payable to the David B. Disney Trust. 2. The remaining ten percent (10%) of my Savings Plan benefits, pur$uant to my beneficiary designation, shall be paid to the beneficiaries named blow, with the percentage that each shall receive so indicated. (a) Four percent (4%) to Leadership-Harrisburg Area, Harrisburg, Pennsylvania, to the endowment with the income to be used as the Board deems appropriate. However, if the Leadership-Harrisburg',Area is no longer training volunteer community leaders at my death, synch share shall be distributed pro rata to Carleton College and Pine Street I~resbyterian Church as referenced below. (b) Three and one-half percent (3.5%) to Carleton College. (c) Two and one-half percent (2.5%) to Pine Street Presbyteriah Church, with the income to be utilized to support musical programs similar to the recitals "Music at Pine Street." If such programs are discontinued for any reason, such income may be used only for the purpose of retaining additional musicians to play for holiday and special services. To the extent that the administrator of my Savings Plan benefits fails to pair the percentages indicated to the beneficiaries named, but instead pays such aimounts to my estate, I direct my Executor to complete the distribution of my Savings Plarh benefits as indicated above and as specified on my beneficiary designation form. C. USAA IRA. Pursuant to the beneficiary designation of my USAA IRA, one' hundred percent (100%) shall be paid to the John Harris Legacy Society of the Unitled Way Foundation of the Capital Region. To the extent that the administrator of rmy USAA IRA does not comply with my beneficiary designation, but instead pays such amount to my -2- estate, then I direct my executor to make the distributions to the beneficiaries indicated above. D. Survivorship. Any beneficiary hereunder other than my wife who dies within sixty (60) days following the date of my death or the termination of or distribution frolm any trust under this Will for which entitlement the date of this beneficiary's death shill be relevant, shall be deemed to have predeceased me or to have died before the termlination of or distribution from that trust, as the case may be, for all purposes of this Will. ARTICLE IV Powers of Appointment I declare that I do not by this Will intend to exercise any power of appointment. ARTICLE V Residue I give my residuary estate, real and personal, to my wife, Dorothy S. Disney, if shie survives me. If she does not survive me, I make the following gifts: A. Fifty percent (50%) to the following charities as long as each continues to'qualify as eligible to receive deductible charitable contributions under section 20550) of the Internal Revenue Code of 1986, or successor section, divided as follows: Twenty percent (20% to the Leadership-Harrisburg Area of Harrisburg, Pennsylvania (to the endowment with income used as the Board deems appropriate). However, if the Leadership-Harrisburg Area is no lortiger training volunteer community leaders at my death, such share shall be distributed to the remaining charitable beneficiary named hereunder, namely the Jolhns Hopkins Kimmel Cancer Center. 2. Eighty percent (80%) to Johns Hopkins Kimmel Cancer Center, Bi~ltimore, Maryland. B. The other fifty percent (50%) shall be divided as follows: Fifty percent (50%) to my sister, Linda Bennett, per stirpes. 2. Fifty percent (50%) to my brother, George A. Disney, per stirpes. Provided, that in the case of any beneficiary who is less than the age of thirty (30) years, his or her share shall be held pursuant to Article VI -Separate Trusts, and further proviged that if either of Linda Bennett or George A. Disney fail to survive me and do not leave issue, then the other shall take one hundred percent (100%). -3- ARTICLE VI Separate Trusts Property that is to be held in the Separate Trusts shall be held under this Article. A. During the Beneficiary's Life. The following provisions shall apply during the beneficiary's life. The Trustee shall distribute as much of the income and principal of the Trust as the Trustee may from time to time determine to the beneficiary in such amounts or proportions as the Trustee may from time to time select, for the irecipient's health, education and maintenance expenses. Education hereundler shall be limited to tuition at any undergraduate and graduate level institutions, room and board, and books and supplies relating thereto. 2. Any net income not so distributed shall be accumulated and annuelly added to principal. 3. The beneficiary shall have the right individually to withdraw all the principal at any time after attaining age thirty (30). B. Upon the Beneficiary's Death. Upon the beneficiary's death, the property, if any, then held in trust shall be distributed to the issue of the beneficiary, per stirpes, and subject to the terms of Article VI, or if there are no such issue, in equal shares to the' persons in the class composed of the surviving beneficiaries set forth in Article V.D, per stirpes. ARTICLE VII Spendthrift Trusts A. No Assignment. No interest in the foregoing trusts shall be subject to the beneficiary's liabilities or creditor claims, assignment or anticipation. B. Protection from Creditors. If the Trustee shall determine that a beneficiary would not benefit as greatly from any outright distribution of trust income or principal because of the availability of the distribution to the beneficiary's creditors, the Trustee shall instead expend those amounts for the benefit of the beneficiary. This direction is untended to enable the Trustee to give the beneficiary the maximum possible benefit aind enjoyment of all of the trust income and principal to which the beneficiary is entitled. -4- ARTICLE VIII Payment of Death Taxes A. All From Residue. All estate, inheritance, legacy, succession, generation-skipping, or other wealth transfer taxes that result from my death imposed by any dorr~estic or foreign taxing authority with respect to all property taxable by reason of my death; together with interest and penalties on those taxes, shall be charged against and paid without apportionment out of the residue of my estate as an administration expense, and with no right of reimbursement from any recipient of any such property, and before any determination of my residuary estate or of any shares or interests therein. B. Modifications. However, the following clarifications and/or modifications of this general rule shall apply: All taxes generated by my residuary estate shall be apportioned within my residuary estate to the share or shares generating the tax, but shall not be apportioned between current and future interests such as a life estdte and remainder even if one and not the other is taxable. 2. The tax on any QTIP property included in my gross estate under Code Sec. 2044 shall be apportioned and paid in the manner provided in Code SeG. 2207A. If not already provided by applicable law, to the extent that I have power'. to do so, I direct that state and foreign taxes shall be apportioned to and paid'.. from the property at the marginal rate in the same way federal tax is payablrr, so that QTIP property shall contribute all the additional tax at the marginal rate caused by its inclusion. I further direct that any provision of my wife's will or other governing instrument which provides which portion of a trust, or which of two 'or more trusts, of QTIP property should pay taxes shall be followed and my Exec~ltor shall pursue any right of reimbursement against such trusts only in a msnner consistent with that provision. 3. The tax on any property over which I had a general power of appointment and which is included in my gross estate under Code Sec. 2041 whether or not the power is exercised shall be apportioned and paid in the manner provided by the Internal Revenue Code and applicable law, provided that if the general power is exercisable by this Will, I hereby exercise the power to the extent of directing the recipient or recipients of the property to which this power of appointment relates to pay to or on behalf of my Executor all the additional tax at the marginal rate caused by its inclusion and not just its proportionate share of tax alt the average rate. However, this shall not apply to taxes on property included in my gross estate solely because I had a withdrawal right over a fractional shalre or pecuniary portion of the property, limited to the amount set forth in Code Sec. 2514(e)(1) (currently, Five Thousand Dollars ($5,000.00)) or the percentage set forth in Code Sec. 2514(e)(2) (currently, five percent (5%)), which Shall be paid out of my estate as an administration expense, without apportionmlent and with no right of reimbursement from the recipient or recipients of the property to which -5- this power of appointment relates, and before any determination of my residuary estate or of any shares or interests therein. 4. Any generation-skipping transfer tax other than a tax on a direct skip of property passing as part of my estate and disposed of under this Will prior to the Article disposing of my residuary estate shall be charged to the property constituting the transfer in the manner provided by Code Sec. 2603(b). 5. Taxes imposed under Code Sec. 2701(d) shall be apportioned and paid as an additional estate or gift tax as provided in Chapter 14. C. Reference to Code. I hereby make specific reference to Code Sec. 2207"A (concerning tax on QTIP property), Code Sec. 22078 (conceming tax on property incltuded under Code Sec. 2036), and Code Sec. 2603(b) (concerning the generation-skipping transfer tax under Chapter 13) and to corresponding provisions of state law and I direct that they shall apply to the extent they are consistent with the above, and shall not apply to the extent they are inconsistent with the above. D. Apportionment Prevails Over Abatement. If payment of taxes from my residuary estate in accordance with the foregoing exhausts my residuary estate, the balance of tax due shall be apportioned to property passing as part of my estate and autSide my estate, in accordance with the rules of tax apportionment rather than the rules of abatement. ARTICLE IX Executors and Trustees A. Initial Appointments. I appoint my wife, Dorothy S. Disney, and David M. Watts, Jr., to be the Executors of this Will and the Trustee of each trust (if any) under this Will, and if David M. Watts, Jr., is unable and unwilling to serve, such other attorney as designated by the Management Committee of McNees Wallace & Nurick LLC, shall serve as Executor of this Will and Trustee of each trust hereuinder. B. Successors. Any reference to "Executor" includes any successor, unless expressly indicated. 2. In the event that the sole Trustee of a trust is a beneficiary of the trust, the Trustee may appoint but shall not be required to appoint a Co-Trustee as provided herein. A beneficiary's interest shall not be merged or converted into a legal life estate or estate for years because the beneficiary is the sole Trustee, but if this would still happen under applicable law, then a Co-Trustee shall be appointed in preference to such merger or conversion. -6- 3. A successor Executor shall be entitled to serve based on the following rules: (a) First, each Executor named by me in this Will shall be entitled to serve; (b) Second, a successor Executor named by me in this Will shall be entitled to serve; (c) Third, athen-serving Co-Executor effectively appointed by another Executor shall be entitled to continue serving; (d) Fourth, a successor effectively appointed by another Executor shall be entitled to serve. C. Additional Provisions Regarding Changes in Fiduciaries. Any Executor or Trustee may resign at any time without court approval and whether or not a successor has been appointed. 2. Each individual Executor and Trustee (including successors) shall'have the right to appoint a successor individual Executor or Trustee by an instrument in writing, such appointment to take effect upon the death, resignation or incapacity of the appointing Executor or Trustee. An appointment may be changed~or revoked until it takes effect. If I have named a successor or successors to the appointing Executor or Trustee in this Will, the appointment of a successor under this paragraph shall take effect only if and when all persons that I have! appointed fail to qualify or cease to act. 3. The individuals (and any corporation) acting as my Executor or the Trustee may at any time acting unanimously by written instrument appoint an individual or a corporation with fiduciary powers as a Co-Executor or Co-Trustee. 4. If the office of Executor or Trustee is vacant, and no successor takes office pursuant to any other provision of this Will, an individual or corporajtion with fiduciary powers may be appointed as Executor or Trustee by my uvife, Dorothy S. Disney. 5. An Executor or Trustee may be appointed pursuant to this Article fbr a limited purpose or to hold only specified powers. D. Accountings and Other Proceedings. direct that my estate or a trust hereunder be subject to independent administration with as little court supervision as the law allows. My Executor and the Trustee shall not be required to render to any court annual or other periodic accounts, or any inventory, appraisal, or other returns or reports, eDccept as required by applicable state law. My Executor and the Trustee shall) take such 7- action for the settlement or approval of accounts at such times and before such courts or without court proceedings as my Executor or the Trustee shall determine. My Executor or the Trustee shall pay the costs and expenses of any such action or proceeding, including (but not limited to) the compehsation and expenses of attorneys and guardians, out of the property of my estate or the trust. The Trustee shall not be required to register any trust hereuhder. 2. I direct that in any proceeding relating to my estate or a Trust herelunder, service upon any person under a legal disability need not be made when mother person not under a disability is a party to the proceeding and has the same interest as the person under the disability. The person under the disability shill nevertheless be bound by the results of the proceeding. The same rule shall apply to non-judicial settlements, releases, exonerations, and indel~nnities. E. Fiduciary Powers. My Executor and the Trustee may, without prior authgrity from any court, exercise all powers conferred by this Will or by common law or by arty fiduciary powers act or other statute of the Commonwealth of Pennsylvania or any other jurisdiction whose law applies to this Will or to any trust hereby created. fu'ly Executor and the Trustee shall have absolute discretion in exercising these powers, Except as specifically limited by this Will, these powers shall extend to all property held by my Executor and the Trustee until the actual distribution of the property. The powers of my Executor and the Trustee shall include the following powers: My Executor may pay my debts as soon as practicable in the cour$e of the administration of my estate, and pay my funeral and burial expenses without regard to any limits otherwise imposed by law on funeral and burial expenses. If, under law, my wife is primarily liable for my funeral or burial expenses or the expenses of my last illness, I hereby relieve her of such liability anti direct that payment be made from my estate. 2. My Executor may pay out of my general estate administration expenses incurred in connection with real or tangible personal property located outside of my domicile. 3. My Executor or the Trustee may determine what property is coverad by general descriptions contained in this Will. 4. My Executor may determine whether and to what extent to elect to qualify any eligible property for the federal or state marital deduction, even though an Executor may have an interest affected by the election. 5. My Executor or the Trustee may make any election available under the tax laws in such manner as my Executor or the Trustee shall determine, including any election to treat a revocable trust created by me as part of my estate for income tax purposes, even though an Executor or Trustee may have an intierest affected -8- by the election, except where an Executor or Trustee is prohibited from participating in the election by another provision of this Will. 6. My Executor or the Trustee may retain any property originally ownad by me, and invest and reinvest in all forms of real and personal property, whether inside or outside the United States, including without limitation, common trust funds of a corporate Executor or Trustee, mutual funds, partnerships (includi~hg a partnership in which an Executor or Trustee is a partner), and other forms of joint investment (which may but need not be managed by, advised by, pr affiliated with an Executor or Trustee), without regard to any principle of lava limiting delegation of investment responsibility by executors or trustees. 7. My Executor or the Trustee may compromise claims or debts and abandon or demolish any property which my Executor or the Trustee shall determine to be of little or no value. 8. My Executor or the Trustee may sell property at public or private stale, for cash or upon credit, exchange property for other property, lease property for any period of time, and give options of any duration for sales, exchanges or bases. 9. My Executor or the Trustee may borrow from anyone, even if the I~nder is an Executor or the Trustee under this Will, and may pledge property ds security for repayment of the funds borrowed, including the establishment of a margin account. No Executor or the Trustee shall be personally liable for any such loan, and such loan shall be payable only out of assets of my estate. 10. My Executor or the Trustee may, without the consent of any beneficiary, distribute in cash or in kind, and allocate specific assets in satisfaction of fractional shares or pecuniary sums including cash legacies among the beneficiaries (including any trust) in such proportions, not necessairily pro rata, as my Executor or the Trustee may determine, even though an Executor or Trustee has an interest affected by the distribution and even though different beneficiaries entitled to the same sum or share may thereby receivre different mixes of assets, possibly with different income tax bases, as long ds the fair market value of property on the date of distribution is used in determining the extent to which any distribution satisfies a sum or share. 11. My Executor or the Trustee may apply to the use of any individual, any property, whether principal or income, that otherwise would or could be distrpbuted directly to such individual. 12. My Executor or the Trustee may, with respect to any real property: (i) partition, subdivide or improve such property and to enter into agreements concerning the partition, subdivision, improvement, zoning or management of any real estate in which my estate has an interest and impose or extinguish restrictions on any such real estate; (ii) sell, exchange, lease for any period, mortgage, alter, or -9- otherwise dispose of such property and execute any instrument necessary to do that; and (iii) charge to principal the net loss incurred in operating or carrying non-income producing real property. 13. My Executor or the Trustee may employ a custodian, hold property unregistered or in the name of a nominee (including the nominee of any bank, trtust company, brokerage house or other institution employed as custodian), and day reasonable compensation to a custodian in addition to any fees otherwise payable to my Executor or the Trustee, notwithstanding any rule of law otherwise prohibiting such dual compensation. 14. The Trustee may hold two or more trusts hereunder as a combined fund (allocating ratably to such trusts all receipts from, and expenses of the combined fund) for convenience in investment and administration, but no cormbination of trusts for this purpose may alter their status as separate trusts. 15. My Executor may make loans to, and buy property from my wife's estate of any trust subject to any wealth transfer tax upon either of our deaths, rdgardiess of the fact that one or more or all of the persons serving as Executor hereunder are also serving as a selling or borrowing executor or trustee; provided' that such loans shall be for adequate interest and shall be adequately securdd and such purchases shall be for fair market value. 16. My Executor or the Trustee may employ and rely upon advice given by accountants, attorneys, investment bankers, and other expert advisers, and employ agents, clerks and other employees, and pay reasonable compensation to such advisors or employees in addition to fees otherwise payable to my Executor or the Trustee, notwithstanding any rule of law otherwise prohibiting such dual compensation. 17. My Executor or the Trustee may accept or decline to accept additions from any source. 18. My Executor may allocate receipts and disbursements to income orr principal in such manner as my Executor shah determine, even though a partiGUlar allocation may be inconsistent with otherwise applicable state law. My Executor shall follow any direction by the Trustee of a trust with respect to allocatimns affecting property passing to that trust. F. Exoneration from Security. No Executor or Trustee shall be required to give bond or other security in any jurisdiction, and if despite this exoneration a bond is nevertheless required, no sureties shall be required. -10- G. Additional General Provisions Regarding Fiduciaries. 1. "Interested Trustee" means for any trust a Trustee who is (i) a transferor of property to the trust, including a person whose qualified disclaimer resulted in property passing to the trust; or (ii) a person who is or in the future may be eligible to receive income or principal pursuant to the terms of the trust. A Trustee described in (i) is an Interested Trustee only with respect tb the transferred property (including income and gain on, and reinvestment of, such property). A person is described in (ii) even if he or she has a remote contingent remainder interest. A Trustee who is not an Interested Trustee is ~ "Disinterested Trustee." 2. My Executor may make distributions directly from my estate to beneficiaries of a trust hereunder, but only at the direction of the Trustee authorized to make such distributions. 3. Except to the extent specifically provided otherwise in this Will, references to my Executor or the Trustee shall, in their application to my estate or a trust hereunder, refer to all those from time to time acting as Executors pr Trustees of that Trust and if two or more Executors or Trustees are eligible to pct on a given matter they shall act by majority. In the exercise of discretion over'distributions, if this Will provides that certain Trustees may participate in distributions limited by an ascertainable standard, while a different set of Trustees may pairticipate in distributions for any purpose, if the two sets of Trustees (each acting by its own majority) want to distribute the same item of income or principal to different recipients, the distribution desired by the set of Trustees participati~hg in distributions for any purpose shall prevail. 4. Individual Executors and Trustees shall receive compensation in accordance with the laws of the Commonwealth of Pennsylvania in effect at the time of payment, unless the Executor or Trustee waives compensation; provided that my descendants shall serve without compensation. A corporate Executor or Trustee shall be compensated by agreement with the individual Executor or Trustee or in the absence of such agreement in accordance with its fee schedule as in effect at the time of payment. I authorize a corporate Executor or Trusted to charge additional fees for services it provides to my estate or a trust hereu~hder that are not comprised within its duties as Executor or Trustee, for example, a fee charged by a mutual fund it administers in which my estate or a trust hereunder invests, or a fee for providing an appraisal, or a fee for providing corporate finance or investment banking services. I also recognize that a corporate Executor or Trustee may charge separately for some services comprised within its duties as Executor or Trustee, for example a separate fee for investing cash balances or preparing tax returns. Such separate charges shall not be treated as improper or excessive merely because they are added on to a basil fee in calculating total compensation for service as Executor or Trustee. Insurance -11- proceeds and retirement benefits payable to my estate shall not be subject to Executor's compensation. 5. No Executor or Trustee shall be liable to anyone for anything done or not done by any other Executor or Trustee or by any beneficiary. 6. The fact that an Executor or Trustee is active in the investment bu$iness shall not be deemed a conflict of interest, and purchases and sales of investments may be made through a corporate Executor or Trustee or through any firm of which a corporate or individual Executor or Trustee is a partner, shareholder, proprietor, associate, employee, owner, subsidiary, affiliate or the like, and prd~perty of my estate or a trust hereunder may be invested in individual securities, mutual funds, partnerships, private placements, or other forms of investment promoted, underwritten, managed, or advised by an Executor or Trustee or such a firm. 7. My Executor and the Trustee may employ and rely upon advice given by investment counsel, delegate discretionary investment authority over investments to investment counsel, and pay investment counsel reasonable compensation in addition to fees otherwise payable to my Executor or the Trustee , notwithstanding any rule of law otherwise prohibiting such dual compensation. My Executor and the Trustee may but need not favor retention of assets originally owned by me. My Executor may acquire and retain investments that present a higher degree of risk than would normally be authorized by the applicable rules of fiduciary investment and conduct. No investment, no matter how risky or speculative, shall be absolutely prohibited, so long as prudent procedures are followed in selecting and retaining the investment alnd the investment constitutes a prudent percentage of the trust. My Executor shall not be under any duty to diversify investments regardless of any rule o$ law requiring diversification. 8. The fact that an Executor or Trustee (or a firm of which an Executof or Trustee is a member or with which an Executor or Trustee is otherwise affili~at~d) renders legal or other professional services to my estate or a trust hereunder shall not be deemed a conflict of interest, and my Executor or the Trustee may day fees for such services to such Executor or Trustee or firm without prior approval of any court or any beneficiary and whether or not there is a Co-Executor pr Co-Trustee to approve such payment. An attorney or other Executor or Trusted who also renders professional services shall receive full compensation for both services as Executor or Trustee and the professional services rendered, except as specifically limited by law. 9. No state law restraint on acts of self-dealing by a fiduciary shall appily to an Executor who is my wife or a descendant of mine. Except when prohibited by another provision of this Will, such an Executor may enter into transactions on behalf of my estate in which that Executor is personally interested sb long as the terms of such transaction are fair to my estate. For example, such do Executor -12- may purchase property from my estate at its fair market value without court approval. 10. If I have given the Trustee discretion concerning distributions of inbome or principal, that discretion shall be absolute and uncontrolled, and subject to correction by a court only if the Trustee should act utterly without reason, or in bad faith, or in violation of specific provisions of this Will. If I have'~set forth general guidelines (as opposed to directions or dollar limits) for the Trustee in making distributions, those guidelines shall be merely suggestive end shall not create an enforceable standard whereby a distribution could be criticized or compelled. It is my strong belief that the Trustee will be in the best position to interpret and carry out the intentions expressed herein under changing circumstances. 11. Notwithstanding any other provision of this Will, each Trustee is prohibited from making, voting on, or otherwise participating in any discretionary distribution of income or principal from a trust that would discharge or substitute 1'or a legal obligation of that trustee, including the obligation to support a beneficiary of the trust. Subject to that, in exercising discretion over distributions, the Trustee may consider, or may disregard, other resources available to any benefliciary. 12. Unless I have specifically provided otherwise, and subject to any ascertainable standard governing its exercise, the Trustee's discretionary power to distribute income or principal includes the power to distribute all of such income and/or principal to one or more members of a class to the exclusion of otf~ers whether or not the terms of the trust specifically mention that possibility. 13. A Trustee may irrevocably release one or more powers held by the Trustee while retaining other powers. 14. Any Executor or Trustee may delegate to a Co-Executor or Co-Trustee any power held by the delegating Executor or Trustee, but only if the Cp-Executor or Co-Trustee is authorized to exercise the power delegated. A delegation may be revocable, but while it is in effect the delegating Executor or Trusteee shall have no responsibility concerning the exercise of the delegated power. ARTICLE X Definitions and Miscellaneous Provisions The following definitions and miscellaneous provisions shall apply under this Will: A. Determining Descendants. One's children and other descendants shall be determined according to applicable law, except to the extent modified by this paragraph or by any other specific provision of this Will. -13- A child adopted before he or she attains eighteen (18} years of age (but not after attaining that age), shall be treated under this WiN as a child and descendant of his or her adopting parents and their ancestors. 2. A biological child shall not be treated as a child or descendant of any biological parent of the child or of the ancestors of such biological parent, if the child has been surrendered for adoption with the consent of such biological parent and the child's adaptive parent substitutes for such consenting parent under applicable state law. 3. Adoptions and marriages that are recognized under this Will shall rhot affect prior distributions or other interests that have previously vested in possdssion, but they shall enable a person to receive distributions from or remainder or other interests in a trust still in existence. The descendants of a person who is treated as a child or descendant under this Article, shall also be treated as descendants of such person's ancestors. The descendants of a person who is treated as not being a child or descendant under this Article, shall also be treated as not being descendants of such person's ancestors. B. Tangible Personal Property. The term "tangible personal property" inclu~fes personally held art, antiques, stamp and coin collections, and other collectibles. Such term does not include property primarily held for investment purposes, nor does it include any property held for use in a trade or business, ordinary currency and cash, or bullion. C. Per Stirpes. Property that is to be divided among an individual's surviving, or then living descendants "per stirpes" shall be divided into as many equal shares as there are children of the individual who are then living or who have died leaving surviving or then-living descendants. A share allocated to a deceased child of the individual shall be divided further among such deceased child's surviving orthen-living descendants in the same manner. D. Minor and Adult. Whether an individual is a minor or an adult shall be determined under the laws of the individual's domicile at the time in question, except irr cases when this Will has specifically defined "Minor" to mean a person under twenty-ore (21) years of age. E. Code and Regulations. References to the "Internal Revenue Code" or "code" or to provisions thereof are to the Internal Revenue Code of 1986, as amended et the time in question. References to the "Regulations" or "Regs" are to the Treasury Regulations under the Internal Revenue Code. If by the time in question a particular provision of the Internal Revenue Code has been renumbered, or the Internal Revenue Code has been superseded by a subsequent federal tax law, the reference shall be deemed to be to the renumbered provision or the corresponding provision of the subsequent law, unless to do so would clearly be contrary to my intent as expressed in this Will, and ~ similar rule shall apply to references to the Regulations. -14- F. A trustee is "disabled" (and while disabled shall not serve as Trustee) when a written certification is in effect that the examined Trustee is physically or mentally incapable of managing the affairs of the trust, whether or not there is an adjudication of the Trustee's incompetence. This certification shall be valid only if it is signed by at least two (2) physicians, each of whom has personally examined the trustee and at least one (1) of whom is board-certified in the specialty most closely associated with the ~Ileged disability. 2. This certification need not indicate any cause for the trustee's disability. 3. A certification of disability shall be rescinded when a serving trustee receives a certification the former trustee is capable of managing the trust's affairs. This certification, too, shall be valid only if it is signed by at least two (2) physicians, each of whom has personally examined the trustee and at least one (1) of whom is board certified in the specialty most closely associated with the former disability. 4. No person is liable to anyone for actions taken in reliance on the certifications under this paragraph, or for dealing with a trustee other than the one removed for disability based on these certifications. G. Gross Estate. "Gross estate" means my gross estate as determined for federal estate tax purposes (or for state death tax purposes where relevant). IN WITNESS WHEREOF, I have hereunto subscribed my name on this ~~'~ dey of ~,~I~ , 2009. DAVID B. DI Signed, sealed, published and declared by DAVID B. DISNEY, the testator above named, as and for his last will and testament, in our presence, and we in his presence, and in the presence of each other, have hereunto subscribed our names as witnesses: Witness: ~ ~1~- Address: ~.-.r (~ ~~l IP,fS -15- COMMONWEALTH OF PENNSYLVANIA COUNTY OF ~,4tj /~~,/~~ ss: We, DAVID B. DISNEY, ,~,A-r11Q /1'~, ~/~ STS, 1,~ and ~, the testator and the witnesses, respectively, whose names are subscribed to the oregoing instrument, being first duly sworn, do hereby declare to the undersigned authority!.. that the testator signed and executed the instrument as his last Will and that he had signed willingly and that he executed it as his free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of the testator, signed the Will as witness and that to the best of each such witness's knowledge the testator was at that time eighteen (18) years of age or older, of sound mind, and under no constraint or undue influence. WITNESS: TESTATOR: DAVID B. DISN WITNESS: Subscribed, sworn to and acknowledged Jb~efore me, nby DAVID B. DISNEY, the testator, and subscribed and sworn to before me by ,Uf}-iJ~ D lyl ~ (.C~~4-~ QTR and ~C~A 'C.~~smAe ,the witnesses, this „ •• • day of ~1/~d~r,arG.e. , 2009 . Not ublic COMMONWEALTH OR PENNgyLVANIA (SEAL) Notarial Seal Carol A. Koppenhaver, Notary Public City of Harrisburg, Dauphin County My Commission Expires March 18, 2012 -16- McNees Wallace & Nurick ~~c 1 BO Pine Street • PO Box 1166 • Harrisburg, PA 17108-1166 Tel: 717.232.8000 • Fax: 717.237.5300 April 19, 2010 Cumberland County Register of Wills One Courthouse Square Carlisle, PA 17013 RE: Estate of David B. Disney Date of Death: March 14, 2010 Probate Documents Dear Sir or Madam: David E. Gruver, Pa. C.P. Paralegal Direct Dial: 717.237.5362 Direct Fax: 717.260.1658 dgruveri@rnwn.com VIA FEDERAL EXPRESS Enclosed are the Probate documents for the above-mentioned individual: * Last Will and Testament of David B. Disney * Death Certificate No. P 16244778 * Petition for Probate and Grant of Letters " Estate Information Sheet * Check Numbers 0008259 & 0008258 totaling $269.50 Please date-stamp our file copies and return to me in the envelope provided. If you have any questions, please give me a call. V trul urs, N p -x ~.. vld E. Gruver, Pa. C.P. ~~~ ~ cr-~ ~- Paralegal ~ ~ o r.A.1 de ~; ~ ~ Enclosure ?~ ~ r~_:-: "~ c: Dorothy S. Disney :z° .~ `''' ~+ David M. Watts, Jr. °D www.mwn.com HARRISBURG, PA • LANCASTER, PA • STATE COLLEGE, PA • HAZLETON, PA • COLUMBUS, OH • WASHINGTON, DC --