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HomeMy WebLinkAbout08-15-11PETITION FOR PROBATE AND GRANT OF LETTERS REGISTER OF WILLS OF CUMBERLAND Estate of Jeannette Morrison also known as COUNTY, PENNSYLVANIA File Number 21-11 ..-~~:-_l ~~ Deceased Social Security Number 193-24-0022 Sondra L. McCoy Petitioner(s), who is/are 18 years of age or older, apply(ies) for: (COMPLETE 'A' or `8' BELOW) © A. Probate and Grant of Letters Testamentary and aver that Petitioner(s) is/are the Executrix named in the last Will of the Decedent, dated 10/31/2006 and codicil(s) dated 11/08/2006 State relevant circumstances, e.g., renunciation, death of executor, etc. After the execution of the documents offered for probate: Decedent did not marry; was not divorced; was not a party to a pending divorce proceeding wherein grounds for divorce had been established as provided in 23 Pa. C.S.A. § 3323 (g); did not have a child born or adopted; was not the victim of a killing; and was never adjudicated an incapacitated person, except as follows: B. Grant of Letters of Administration pfapplica6le, enter: c.t.a.; d. b.n.c.t.a.; pedente life; durante absentia; durante minoritate) 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 Administratton, c. t. a. or d.b.n.c.t.a., enter date of Wll on Section A above and complete list of heirs); was not the victim of a killing; was never adjudicated an incapacitated person; and was not a party to a pending divorce proceeding wherein grounds for divorce had been established as provided In 23 Pa. C.S.A. § 3323 (g), except as follows: Name Relationship Residence r ~ -~ ~ ~, , ' : ~ - .... _ -. r-- u ~ - -~ _ ~ ~ . ~, i~ -.c.- (COMPLETE IN ALL CASES:) Attach additional sheets if necessary. -~ -~+ ~ ! = t-* i Count y p ~p 7 `'' Decedent was domiciled at death in Cumberland y, Penns Ivania with his /her last ring al residence St_ O 82 Ridae Avenue, Carlisle, North Middleton Township, Cumberland County, PA (List street address, town/city, township, county, state, zip code) Decedent, then ~~ years of age, died on 07/10/2011 at 82 Ridge Avenue, Carlisle, Cumberland County, PA Decedent at death owned property with estimated values as follows: (If domiciled in PA) (If not domiciled in PA) (If not domiciled in PA) Value of real estate in Pennsylvania All personal property Personal property in Pennsylvania Personal property in County 1,000,000.00 575,000.00 situated as follows: 425 Walnut Bottom Road, Carlisle, North Middleton Township, Cumberland County, PA; 205 Parker Street, Carlisle, North Middleton Township, Cumberland County, PA; 1001 Harrisburg Pike, Carlisle, North Middleton Township, Cumberland County, PA 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: Signature Typed or printed name and residence f /~ Sondra L. McCoy 51 Hoy Road ;f ~~~ ,~ /~ ~ Carlisle, PA 17013 -~G~~"7G•fi(~C`. ~ 717/226-2181 Form RIN-02 Rev 12-26-2010 (interim form, pending action by the Court) Copyright (c) 2006 form software only The Lackner Group, Inc. Page 1 of 2 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 personal representative(s) of the Decedent, Petitioner(s) will well and truly administer the estate according to law. Signature of Personal Representative Sondra L. McCoy Signature of Personal Representative v/>~ i V l Signature of Personal Representative File Number: 21-11 Estate of Jeannette Morrison Social Security Number: 193-24-0022 Date of Death: 07110/2011 AND NOW, _ having been presented before me, IT IS DECREED that Letters T are hereby granted to Sondra L. McCoy in consideration of the forego Petition, satisfactory proof - _ .t:~ . ~, / -s °- - - ~ ~ c. ~ _ ~ g ~, _ : ~~~ c_ tin the above estate and that the instrument(s) dated 10/31/2006 11/08/2006 ~ ~ ~' ~~ __ described in the Petition be admitted to probate and filed of record as the last Will (and Codicil(s)) of Decedent. v FEES Letters .......................................... $ Short Certificate(s) ....................... $ Renunciation(s) ............................ $ $ $ $ $ $ $ $ -~-~ Register of Wills/ Attorney Signature: ~.~-----~~ r }--Q ~~ .~ Attorney Name: Susan E. Lederer Supreme Court I.D. No.: 44$61 L.O. of Susan E. Lederer Address: 5011 Locust Lane Harrisburg, PA 17109 TOTAL ................................... $ Telephone: 717/652-7323 Deceased Form RW-O2 Rev. 10-13-2006 Copyright (c) 2006 form software only The Lackner Group, Inc. Page 2 of 2 Sworn to or affirmed and subscribed ~/,, before me this ~ ~ • ` day of OCAL REGISTRAR'S CERTIFICATION OF DEATH WARNING: It is illegal to duplicate this copy by photostat or photoc~r;~ph. Fee t~or tni~ tern icat:. 5fi.(}O P 174.51_914 !:'eri,tlcsiun ;~;~Intihc~r- ,~~a'~1N 0~ p~~y ~ ~ b f ~= `~f ~ t_, ~~ ~ ~y .. * ~~~._' ~FAq~r ~~P~~ ,,..~~~~~~.,,,, I 7h(~ i~ [i~ ,.r1,~~, tmlt tii~ infin ~.~,i io;~l ?~_re r_i~~en i I tit ~rTr,l;,~ I I.1;1 an .,rs~u~ tl , - r[?I,~at~ rTt I~=ati~ ifllEb Yllt.t{ V1:E1- k4~ 1 C?l'i11 ~' _I 1!113. ~'IIC OtlL_Itl~! ~cufiral~ oLl{i ~ i~lr~~~tr~i~°cl It tflc Ctatc ~'i(a FL 11,r(i~ t)±h~~ a r?crr Ir~l~nl. i~1 n: = ., ~ ~ ~K~~1 _.>~_1-~I_z~ G]~ l1 H10S143 REV 1IR000 • TYPEIPRINi IN PERMANENT IiLACN INN a w G a COMMONWEALTH OF PENNSYLVANIA • DEPARTMENT OF HEALTH • VITAL RECORDS CERTIFICATE OF DEATH lCoo ...tea..... u...... _~ -v ; -:: -, `~ ~~ -~ v ~..4 ~ _ ? ~~, _ ~ c.. _ n ~ ~ ~ ~=~ c; ~ ~-~ C7 -------r--- --• •---•-•., u, n,c roc nuMtlttt I. Name of Dxedem (FNS! mNNlk, last sulfi) Sea J S . , xumy Nunlher 4. Dale d Deem (Menu! day, year) Jeannette Morrison F 193 - 24 - 0022 July 10, 2011 5, Age Ilasl Bldhday) Lbtler 1 yea Undar 1 tlay 0. Dak a Blrlh (March, day, ywa) 7. &mWlxa lGty and slalo or lorelgn country) Ba Plxe a Death (Check only ma) Mww O ° no tNSn srxxm 78 Yrs. 12/12/1932 Carlisle, PA 11osq~' 01ha ^ fnpaaeM ^ ER I Ou atlam • Sb. Counrya0eam Bc: Ciry, Bao, Twp.aDeam 8a. FxW1Y Name (Ilnd lnsleution, give ekes aM nunher N ^~ ^NUrsing Home ®Realdamx ^glxs-SpxUy: 1 9. Waz Decedent a Hlspa4c Orlein7 ~Np ^ Yes 10. Rxe: American IMkA Black WIFk, ek apxNycaban Cumberland NYes , , r North Middleton 82 Ridge Avenue Mexkan,PuerbRkan ek.) , White ~ 11. Decedent's Usual Oce anon Nand awed done dodo rmsl a wwr INa. Do na skk retired. 12. Was Decetlem everln the t3. Decedent's Educabn S Nind of Work (PedN omy hl9hesl grade wmpleletl) 14. Madkl5klus: Marled Never Marled, 15. NIMaBusiness llndustry U S $VA1W^U Spouse (IfwUe glue maldan name) Amcd Forces? , . . Ekmamary/Secondxy (0.121 College (I.1a 5«) Widowed, Dlvarced /SpxiN) „ Homt3naker Her own home ^Y°a b~"° 7 Widowed 18. Decedent's MaFing Address (55eet airy / lavn, alak, zp cakl s pA Ob Decedent Adual Residence 17a Stall: 82 Ridge Avenue LHa Ina va.~Ywe, oecedem uw,dk North Middleton T wp. Carlisle, PA 17013 fro. coanN Clsnberland T°"nsNp2 1Ta. ^ Na Dxadem LNed wdlk Actual LYdka CdylBao ers arc ss e. az sun s arcs rst m , ma n surnane Ben'amin F. Case Nora Mae Smith 20a Imwmanl's Nana (Yype / PnM) n marls ng ass set cq bwn, atak, z c e Sondra L. McCoy 51 Ho Road, Carlisle, PA 17013 21 M a elted a Dlsposebn ^ G°magai ^ paiaGon 21b. Dak ol0lsposAian (Month, daY, IreM 21c Place of Dls W Nana aware bry a a0rer Mce ~, 9udal ^Raroval kam Stale :Was Cremation a Donatlon Aahorizod P°~ ~ n ( IarY. aema P 1 21d. Location (City I bwn. stale, zIP ootle) s ^ 01Mr- Specify: ; ByMedcalExaanalCoronaYl ^res ^Np 7/13/2011 Westrninster Memorial Gardens Carlisle, PA 22a. SlgnauroaFawral Lkensee (a person h) 22b. license Number 22c. Name aM Addeo olFa3Ny - ~~ FD 012633 L F;;aing Brothers Funeral Home, Inc., Carlisle, PA 17013 Cmplac Mars 23ao omy when caetykg physldan h not avalaNe m tlme adeam b 23a To the beat amt' knowledge, oaared a1 tlc ime, awls aM glare staled (SlOnalxa aM tleo) 2J6, Lkense Number 23c. Dale Synod (Monet, say, yea) eerety cause a deem. Ikms 2q-26 mnl4 conp4ekd by person "h°p`°"°°"`rsdea°' 2/. 71me a Death 25. Oak Pronouxed Dead pAonm, day, yea) 26. Was Casa Raened b Medkal Examinvl Coroner la a Reason gherman Crematlm a Donatlon7 ' A x7c: 9:00 A. M. Jul 10, 2011 ic7Yaa ^No CAUSE OF DEATH ISaw insWcllons and examples) ~ Appmxlmak lmerval: Ibrn 27. PARTI: EnW lhechakaevena-daeasas, Iriwlesa carrytlazgae. UsldYecgy caused gle tleam. DO NOT enbrkmiNlal swots SUCK as caNix anesl Pad Il: Enleromer slpNFCaM mndeoic amdb4lnabtleatlt 2& Did Tobacco Use CaMrmukbDeah7 , prsakp°~ respNalay ar w:n ular Fhrul wdlcul showing the etlobgy, LhtoNy one cane enexh Foe. 6ulnd resWf ng kOle ululedykg nusogMn kPatl. ^Proba"y IMMEDIATE LAUSE (Flea dsease a I wndtlon resumng In deem) _~ ~ (~~ ~C~~ p Q I\/9 l v r `sa\ 5 1T'~ ^ No ^ ~pnayn n( - S } , ~..+ y a -+ yyv~,n~~ ~12C~~ 29. II Fem&e: Oue b (a az a consequence on: seRlmmwyislcal4eors,Nary, b ^ NolPregnaMwkhln pact year kadinp bcause FSled one Ynea Enkr tM UNDERLYING CAUSE Oua m (a as a wnsequence aQ: ^ Pregnant altlmeadeaN (disease a Inju~ mM InlUakd fhe events resu"n ndcam LAST ° Nolgegnad, Gn pegnam wi1Mn 42 da ^ Ys adeam 0 ) . Due b la az a consequence eq: d ^ Not pregnant ba pregnem 43 days b 1 yea . >tFa. Was an s Job. Were A A°k1pY ubpsy Fln~sp s 31. MaxlerolDeam J1a. Oaks ~UIY (Month, day, yex) J26. Describe How Injury Occuned: Pedomcd7 of deem ^ Unknown Npregnanl w1Nn the Past yea ~ l Avaiabk Prior b etlon dCausea Deah? ~°°x8I ^Hamkltla 32c. Racealryury:FbmaF Soeel Faetory, ararmm,, Omce BWdng, ek, (Peary) ^Ves 'v~Ne ^Yea ^No ^ACddent ^PCndrg lmesegalbn 32d. Theealrkury J2e.lnlayaWak7 3N. If Trxspadatlon lr{zay (SpeaNl 329. LOCafaialnjury (Sues! d Nlbsm stile) ^ Sukwk ^ Count Not be OaenNiwd M ^ Yes ^ No ^ ~ / Opaala ^Passenyer ^PedesNian , J3a. CatiOa (clreU OM yore) ^Wax• SpocdY; Cortllyln9 PhYsidan (Physkkn cmtllyin9 cause a tlealh when same physidan has praiamced deem ant cxpkkd Item 23) 3]b.S ore ant TlUC OI Ccrlifr To Uw boat of my NnowlodgG death oecurtN duo b mo cause(s) arM manna as sUIM _ _ - Q _ _ _ Pronounang and catlfying phyaclan (Physktian hotli Promundng deem and cerUlyNy b cause d dedh) - - - - - - - - - - - - - - - - - - - - - - To zhe host of mY knowledge, tlealh occumetl a Ne time, dale, antl pbw, and due to mo cause(s) sad manner as asated _ _^ • Medcal ExandnalCorona -------'-'-'-- ~~ Lk ~ M.. ~~ V I (~ ~ J3d. Dale Si xd ( net, day, year) ~ P ~ On the bash al exandnatian and I a invntigaUon, In my eplnlon, death ocamed at the tins, dab, and plxe, ant dw to ms easels) antl manna as steed _ -^ C1 74. Nara and Addess a Person Who Campbkd Causc of D e ah (Ite I ( I m 27) Type! Prkd 35. Reglsaafs and Dlstncl N~her~ - R. t~k~>~~ I a i C i a i f l o i JB. Date FNCd (Month, day, yea) a ~ ~~~~~^. ~ ~ ~~l y ~v My' E'>~4 1' cc.,- rr~ !~ i,1-1 o r , .zZ~ ~ ~ S ' ~ - ! 1 ! DkpaJlix Pantil No:.. ~ W, ~ I~ S( Last Will and Testament of Jeannette Morrison I, Jeannette Morrison, a resident of Carlisle, Cumberland-County, Pennsylvania, revoke any prior wills and codicils made by me and declare this to be my Last Will and Testament. Article One Family Information I am married to Leon C. Morrison. We were married on August 31, 1951. Any reference in my will to my husband is to Leon C. Morrison. I have two children. Their names and dates of birth are: Sondra L. McCoy, born on September 3, 1954 Michael A. Morrison, born on November 30, 1959 All references to my children in my will are to these children. ~~ _~- _I- ;=~~' a "= References to my descendants are to my children and their descendants. `~-~ `'' ' ,.~ rn -- 'n,>: -:i ~_-~ `-~ __ -_ ;'~) T. ~~ v ~ ~ ~~ Article Two 4- Specific and General Gifts Section 2.01 Specific Distribution to Michael A. Morrison As soon as practicable after my death, if my husband has predeceased me, I give the sum of $50,000.00 to Michael A. Morrison. As soon as practicable after my death, even if my husband survives me, I forgive any outstanding balance of my loan to Michael A. Morrison related to the property located at 1020 Newville Road. Page 1 If Michael A. Morrison should predecease me, I give the property subject to this distribution to the then living descendants of Michael A. Morrison, per stirpes. Property passing under this Section shall pass free of any administrative expenses or death taxes. Section 2.02 Specific Distribution to Joan Butler As soon as practicable after my death, even if my husband survives me, I give the sum of $3,000.00 to Joan Butler. If Joan Butler should predecease me, I give the property subject to this distribution in equal shares to Kathy Wagner, Deborah Bricker, Yvonne Gates, and Benjamin Holmes. Property passing under this Section shall pass free of any administrative expenses or death taxes. Section 2.03 Specific Distribution to Grandchildren If my husband has predeceased me, then as soon as practicable after my death, I give the sum of $10,000.00 to each of my surviving grandchildren. If my husband survives me, this distribution shall lapse and the property subject to this distribution shall instead be distributed under the other provisions of my will. Property passing under this Section shall pass free of any administrative expenses or death taxes. Section 2.04 Specific Distribution to Great-Grandchildren If my husband has predeceased me, then as soon as practicable after my death, I give the sum of $1,000.00 to each of my surviving great-grandchildren. If my husband survives me, this distribution shall lapse and the property subject to this distribution shall instead be distributed under the other provisions of my will. Property passing under this Section shall pass free of any administrative expenses or death taxes. Section 2.05 Disposition of Tangible Personal Property I give all my tangible personal property, together with any insurance policies covering such property and claims under such policies in accordance with a "Memorandum for Distribution of Personal Property" or other similar writing directing the disposition of such property, which shall be dated and signed by me. I intend that the writing qualify to distribute my tangible personal possessions under applicable state law. Page 2 Section 2.06 Contingent Distribution of Tangible Personal Property I give any tangible personal property not disposed of by a written memorandum to my husband, if he survives me. If he does not survive me, I give the property to my children in shares of substantially equal value, to be divided among my children as they shall agree. In case my children do not agree upon the division of the property within a reasonable time not to exceed 6 months after my death, my Executor shall make the division. My Executor may select an individual to represent any child my Executor believes is incapable of acting in his or her own best interest. My Executor, whose decision shall be final and binding, may use a lottery or rotation system to determine the order of selection and distribution of any such property, or may otherwise allocate and distribute the same. As an alternative, my Executor may sell any of the property and distribute the net proceeds equally among my living children. My Executor shall incur no liability to any party for any decision made by my Executor with respect to either the division or sale of my tangible personal property, and any decision made by my Executor shall be final and binding on all of my beneficiaries. Section 2.07 Definition of Tangible Personal Property For purposes of this Article, my tangible personal property shall include but not be limited to my household furnishings, appliances and fixtures, works of art, motor vehicles, pictures, collectibles, personal wearing apparel and jewelry, books, sporting goods, and hobby paraphernalia. Tangible personal property shall not include any tangible property that my Executor, in its sole discretion, determines to be part of any business or business interest that I own at my death. Section 2.08 Ademption If property to be distributed under this Article becomes part of my probate estate in any manner after my death, then the gift shall not adeem on account of not being a part of my probate estate at my death, and my Executor shall distribute the property as a specific gift in accordance with this Article. If property to be distributed under this Article is not part of my probate estate upon my death and does not subsequently become part of my probate estate, then the specific gift made in this Article shall be considered null and void, without any legal or binding effect. Section 2.09 Encumbrances and Incidental Expenses of Tangible Personal Property My Executor shall distribute property under this Article subject to liens, security interests or other encumbrances on the property. Page 3 My Executor shall pay, as an administration expense, the reasonable expenses of storing, packing, insuring, transporting and otherwise caring for my tangible personal property until actual delivery of each article of property to the appropriate beneficiary. Article Three My Residuary Estate Section 3.01 Definition of My Residuary Estate All the remainder of my estate, including property referred to above that is not effectively disposed of, shall be referred to in my will as my "residuary estate." Section 3.02 Disposition of My Residuary Estate If my husband survives me, my Executor shall divide my residuary estate into two separate shares as provided in Section 3.03 and Section 3.04. One share shall be designated the "Marital Share" and the other share shall be designated the "Non-Marital Share." If my husband predeceases me, my residuary estate shall be administered as provided in Article Six entitled "Distribution to Sondra L. McCoy." Section 3.03 Division of My Residuary Estate (No Federal Estate Tax) If there is no federal estate tax in effect at my death and Section 1022 of the Internal Revenue .Code is in effect, my Executor shall allocate to the Non-Marital Share property from my residuary estate selected by my Executor that collectively has a sufficient amount of appreciation to fully utilize the entire aggregate basis increase allowed under Section 1022(b). From the remaining property of my residuary estate, my Executor shall allocate to the Marital Share property selected by my Executor that, taking into account any other property passing to my husband by reason of my death (whether under or outside of my will) shall collectively have a sufficient amount of appreciation to fully utilize the spousal property basis increase available to my estate under Section 1022(c) of the Internal Revenue Code. My Executor shall then allocate the remaining property of my residuary estate to the Non-Marital Share. Page 4 The Marital Share shall be administered as provided in Article Four entitled "the Marital Trust." The Non-Marital Share shall be administered as provided in Article Five entitled "The Family Trust." My Executor shall satisfy the gifts to the Non-Marital Share and the Marital Share by selecting property having the lowest fair market value necessary to utilize the basis increase allowed under Sections 1022(b) and (c) of the Internal Revenue Code except, however, I authorize my Executor, other than my spouse or a contingent beneficiary, to depart from this direction if my Executor determines that there is good reason to do so. My Executor may consider whether an asset is more likely to be sold in the near future than another asset and whether to preserve certain assets of the trust for future generations. An Executor, acting in good faith, shall not be liable to any beneficiary for exercising or failing to exercise its discretion in making allocations under this Section. Section 3.04 Division of My Residuary Estate (Federal Estate Tax Exists) If the federal estate tax is in effect at my death, my Executor shall divide my residuary estate as provided in this Section. (a) Creation of the Non-Marital Share My Executor shall allocate to the Non-Marital Share a pecuniary amount equal to the largest amount that can pass free of the federal estate tax taking into account the applicable credit amount (unified credit) and the state death tax credit provided use of any estate death tax credit does not require an increase in the state death taxes paid, and after taking into account any property passing outside of my probate estate that is includable in my gross estate. In making the computations necessary to determine the amount of the Non-Marital Share, my Executor shall use the value of those assets as finally determined for federal estate tax purposes and shall not take into account any renunciation or disclaimer by or on behalf of my husband. The Non-Marital Share shall be administered as provided in Article Five entitled "The Family Trust." (b) Creation of the Marital Share My Executor shall allocate the balance of my residuary estate to the Marital Share. The Marital Share shall carry with it a pro rata share of the income, provided that in no event shall the Marital Share receive less income than that required to be paid to my husband under applicable state law. The Marital Share shall be administered as provided in Article Four entitled "the Marital Trust." Page 5 (c) Funding the Non-Marital Share If the federal estate tax is in effect at my death, my Executor shall have complete authority and discretion to satisfy the gift to the Non-Marital Share in cash or in kind, or partly in cash and partly in kind, or in undivided interests in property. My Executor shall value all property allocated in kind to the Non-Marital Share in satisfaction of the pecuniary amount on the basis of the value of such property on the date or dates so allocated. My Executor shall allocate property or the proceeds of any property to the Non-Marital Share that does not qualify for the federal estate tax marital deduction. I request that my Executor always consider the tax consequences of allocating or distributing to the Marital Share any policy of insurance that insures the life of my husband, property subject to the foreign death credit, property on which a tax credit is available, or property that is income in respect of a decedent under the Internal Revenue Code. Section 3.05 Disposition of Property Upon Disclaimer by My Husband My husband shall have the right within the time and in the manner provided by law to disclaim any portion or all of the property passing to or for his benefit under my will. If my husband disclaims any portion of the property that would otherwise be allocated to the Marital Share, my Executor shall add the disclaimed property to the Non-Marital Share. If my husband disclaims the interest he has in any portion of the Non-Marital Share, my Executor shall dispose of the disclaimed interest under the provisions of my will as though he had predeceased me. My husband's right to disclaim any portion or all of the property passing to or for his benefit under my will shall either be exercised by my husband personally, or by any fiduciary or agent appointed by my husband who is specifically empowered to exercise his right to disclaim by the terms of the appointment, or under applicable law. Article Four The Marital Trust I give the Marital Share to my Trustee in trust to hold and administer as provided in this Article. The trust will be referred to as the "Marital Trust." Page 6 Section 4.01 Distributions of Net Income My Trustee shall distribute all of the net income of the Marital Trust to my husband at least monthly during his lifetime. Nothing contained in my will shall limit the right of my husband to receive the entire net income of the Marital Trust. Section 4.02 Distributions of Principal My Trustee shall distribute to my husband as much of the principal of the Marital Trust as my Trustee determines is necessary or advisable for his health, education, maintenance and support. My Trustee, in its sole discretion, may consider the needs of my husband and other income and resources available to my husband. Section 4.03 Unproductive Property Upon written request of my husband, my Trustee shall convert any nonproductive property held in the Marital Trust to productive property. Section 4.04 Separate Share for Disclaimed Property My Trustee shall hold any property that has become property of the Marital Trust as a consequence of a disclaimer by my husband as a separate share of the Marital Trust with provisions identical to those contained in the other sections of this Article. Section 4.05 Qualified Terminable Interest Property I intend that the Marital Trust property shall constitute qualified terminable interest property for federal or state death tax purposes if and to the extent my Trustee makes the necessary election. My will shall be interpreted to accomplish such intent. If my Trustee elects to have some but not all of the property in the Marital Trust qualify as qualified terminable interest property for federal or state death tax purposes, the qualified property and the non-qualified property shall be separated into separate shares, but each share shall be held upon identical terms and conditions as if there had been no Page 7 division. The separate shares may be invested in a common fund with each share owning a proportionate fractional share of the fund. Section 4.06 Termination of the Marital Trust at the Death of My Husband The Marital Trust shall terminate upon the death of my husband. If my husband has not fully exercised his testamentary limited power of appointment over the trust property remaining at his death, my Trustee shall administer the unappointed balance or remainder of the Marital Trust as provided in Article Six entitled "Distribution to Sondra L. McCoy. Article Five The Family Trust My Trustee shall hold and administer the Non-Marital Share in trust as provided in this Article. The trust will be referred to as the "Family Trust." Section 5.01 Family Trust Beneficiary My husband shall be the only beneficiary of the Family Trust during his lifetime. Section 5.02 Separate Share for Disclaimed Property To the extent that any property is added to the Family Trust as the result of a qualified disclaimer by my husband, the property shall be held in a separate share of the Family Trust during the lifetime of my husband, and shall be separately administered in accordance with all of the provisions of this Article. The sole purpose of maintaining the separate share is to keep the disclaimed property, together with all income from the property that is accumulated in the trust, separate from the other property of the Family Trust over which my husband has a power of appointment and avoid the possible disqualification of an otherwise qualified disclaimer under Section 2518 of the Internal Revenue Code. Section 5.03 Distribution of Income and Principal My Trustee shall distribute to my husband as much income and principal of the Family Trust as my Trustee determines is necessary or advisable for his health, education, maintenance and support. Page 8 Any undistributed net income shall be accumulated and added to principal. Section 5.04 My Husband's Right to Withdraw Principal My husband shall have the right, exercisable by written request to my Trustee before the close of each calendar year, to withdraw either in cash or in kind: An amount from the principal of the Family Trust not exceeding the amount referred to in Section 2514(e)(1) of the Internal Revenue Code (currently $5,000); and If my husband is living on the last day of the calendar year, that percentage referred to in Section 2514(e)(2) (currently 5%) of the current fair market value of the principal of the Family Trust that exceeds the amounts previously withdrawn by my husband during the calendar year under this paragraph. The amount referenced by Section 2514(e)(1) must be determined by taking into account all other powers of withdrawal exercised by my husband that must be aggregated under Section 2514(e)(1) in determining the largest lapse that can occur without being treated as a release. This right of withdrawal shall be noncumulative and shall lapse if not exercised during the calendar year. My Trustee shall distribute the requested property to my husband outright, free from trust. Section 5.05 Guidelines to My Trustee In making discretionary distributions under this Article, my Trustee should bear in mind that my primary concern and objective is to provide for the well-being of my husband and the preservation of principal is not as important as the accomplishment of this objective. Without limiting my Trustee's discretion, I recommend, but do not require, that my Trustee not distribute principal from the Family Trust to my husband until the principal of the Marital Trust is substantially exhausted. Section 5.06 Termination of the Family Trust The Family Trust shall terminate upon the death of my husband. My Trustee shall administer the unappointed balance or remainder of the Family Trust as provided in Article Six entitled "Distribution to Sondra L. McCoy." Page 9 Article Six Distribution to Sondra L. McCoy Upon the death of the survivor of my husband and me, my Executor or my Trustee, as the case may be, shall distribute my residuary estate to Sondra L. McCoy outright. If Sondra L. McCoy is deceased, all property allocated to this Article shall be distributed as follows: Michael A. Morrison 30% Robert E. McCoy 30% Neil R. McCoy 10% Jonathan A. McCoy 10% Michelle Morrison 10% Andrew Morrison 10% If any of the above-named beneficiaries has died, his or her share shall be distributed to the surviving beneficiaries, pro rata. If all of said beneficiaries have died, then the property allocated to this Article shall be administered as provided in Article Seven entitled "Remote Contingent Distribution." Article Seven Remote Contingent Distribution If, at any time, there is no person or entity qualified to receive final distribution of my probate or trust estate or any part of it, then the portion of my probate or trust estate with respect to which the failure of qualified recipients has occurred shall be distributed one- half to those persons who would inherit it had I then died intestate owning the property, and one-half to those persons who would inherit it had my husband then died intestate owning such property, all as determined and in the proportions provided by the laws of Pennsylvania then in effect. Page 10 Article Eight Designation of Fiduciaries Section 8.01 Executor I name Sondra L. McCoy as my Executor. If Sondra L. McCoy fails or ceases to act as my Executor, I name Michael A. Morrison as my Executor. Section 8.02 My Trustee I appoint Sondra L. McCoy as my Trustee to serve as Trustee of any trusts created under my will. If Sondra L. McCoy fails or ceases to act as Trustee, I appoint Michael A. Morrison as my Trustee. Article Nine Trust Administration Provisions The provisions of this Article pertain to any trust created under my will. Section 9.01 No Court Proceedings Any trust created under my will shall be administered expeditiously, consistent with the provisions of my will, free of judicial intervention, and without order, approval or action of any court. A trust shall be subject to the jurisdiction of a court only if my Trustee or another interested party institutes a legal proceeding. A proceeding to seek instructions or a court determination shall be initiated in the court having original, jurisdiction over matters relating to the construction and administration of trusts. Seeking instructions or a court determination shall not subject a trust to the continuing jurisdiction of the court. Section 9.02 Resignation of a Trustee A Trustee may resign by giving notice to the income beneficiaries of the trust and to any other Trustee then serving. Section 9.03 Removal of a Trustee A Trustee of any trust created under my will may be removed, with or without cause, by the unanimous decision of all the income beneficiaries of the trust. A Trustee may be removed under this subsection only if, on or before the effective date of removal, the person or persons having the right of removal appoint an individual or corporate fiduciary Page 11 that simultaneously commences service as Trustee. The Trustee so appointed may not be related or subordinate to the person or persons having the right of removal within the meaning of Section 672(c) of the Internal Revenue Code. The right to remove a Trustee under this subsection shall not be deemed to grant to the person holding that right any of the powers of that Trustee. If a beneficiary is a minor or is incapacitated, the parent or legal representative of the beneficiary may act on behalf of the beneficiary. Section 9.04 Default of Designation If the office of Trustee of a trust created under my will is vacant and no designated successor Trustee is able and willing to act as Trustee, my husband shall appoint an individual or corporate fiduciary that is not related or subordinate to the person or persons making the appointment within the meaning of Section 672(c) of the Internal Revenue Code as successor Trustee. If my husband is unable or unwilling to act, a majority of the income beneficiaries of the trust shall appoint an individual or corporate fiduciary that is not related or subordinate to the person or persons making the appointment within the meaning of Section 672(c) of the Internal Revenue Code as successor Trustee. Any beneficiary may petition a court of competent jurisdiction to appoint a successor Trustee to fill any vacancy remaining unfilled after a period of 30 days. By making such appointment, the court shall not thereby acquire any jurisdiction over the trust, except to the extent necessary for making the appointment. If a beneficiary is a minor or is incapacitated, the parent or legal representative of the beneficiary may act on behalf of the beneficiary. Section 9.05 Notice of Removal and Appointment Notice of removal shall be in writing and shall be delivered to the Trustee being removed and to any other Trustees then serving. The notice of removal shall be effective in accordance with its provisions. Notice of appointment shall be in writing and shall be delivered to the successor Trustee and any other Trustees then serving. The appointment shall become effective at the time of acceptance by the successor Trustee. A copy of the notice shall be attached to my will. Section 9.06 Appointment of a Cotrustee Any individual Trustee may appoint an individual or a corporate fiduciary as a Cotrustee. A Cotrustee so named shall serve only as long as the Trustee who appointed the Cotrustee (or, if the Cotrustee was named by more than one Trustee acting together, by the last to serve of those Trustees) serves, and that Cotrustee shall not become a successor Page 12 Trustee upon the death, resignation, or incapacity of the Trustee who appointed the Cotrustee, unless so appointed under the terms of my will. The Trustee appointing a Cotrustee may revoke the appointment at any time with or without cause. Section 9.07 Corporate Fiduciaries Any corporate fiduciary serving as a fiduciary under my will must be a bank, trust company, or public charity that is qualified to act as a fiduciary under applicable federal and state law and that is not related or subordinate to any beneficiary within the meaning of Section 672(c) of the Internal Revenue Code. Section 9.08 Incapacity of a Trustee If any individual Trustee becomes incapacitated, it shall not be necessary for the incapacitated Trustee to resign as Trustee. A written declaration of incapacity by the Cotrustee, if any, or, if none, by the party designated to succeed the incapacitated Trustee, if made in good faith, will terminate the trusteeship. Section 9.09 Appointment of Independent Special Trustee If for any reason the Trustee of any trust created under my will is unwilling or unable to act with respect to any trust property or any provision of my will, the Trustee shall appoint, in writing, a corporate fiduciary or an individual to serve as an Independent Special Trustee as to such property or with respect to such provision. The Independent Special Trustee appointed shall not be related or subordinate to any beneficiary of the trust within the meaning of Section 672(c) of the Internal Revenue Code. The Trustee may revoke the appointment at will. An Independent Special Trustee shall exercise all fiduciary powers granted by my will unless expressly limited elsewhere in my will or by the Trustee in the instrument appointing the Independent Special Trustee. An Independent Special Trustee may resign at any time by delivering written notice of resignation to the Trustee. Notice of resignation shall be effective in accordance with the terms of the notice. Section 9.10 Majority Action of Trustees If two Trustees are eligible to act with respect to a given matter, the concurrence of both shall be required for action to be taken; if more than two Trustees are eligible to act with respect to a given matter, the concurrence of a majority of my Trustees shall be required for action to be taken. A nonconcurring Trustee may dissent or abstain from a decision of the majority. A Trustee shall be absolved from personal liability by registering its dissent or abstention in the records of the trust. After doing so, the dissenting Trustee shall then act with my other Trustees in any way necessary or appropriate to effectuate the decision of the majority. Page 13 Notwithstanding any provision of my will to the contrary, a Trustee may disclaim or release, in whole or in part, by an instrument in writing, any power it holds as Trustee, irrevocably or for any period of time that the Trustee may specify. The Trustee may make the relinquishment of a power personal to the Trustee or may relinquish the power for all subsequent Trustees. Section 9.11 Disclaimer by Beneficiary Serving as Trustee Notwithstanding any provision of my will to the contrary, any beneficiary serving as a Trustee may disclaim or release, in whole or in part, by an instrument in writing, any power such beneficiary holds as Trustee, irrevocably or for such period of time as such Trustee may specify, without affecting the continuance of the power in any other Trustee. Section 9.12 Exoneration of My Trustee My Trustee is not obligated to examine the accounts, records or actions of any previous fiduciary. My Trustee shall in no way or manner be responsible for any act or omission to act on the part of any previous fiduciary. Unless my Trustee has received notice of removal, my Trustee shall not be liable to any beneficiary for the consequences of any action taken by my Trustee that would have been, but for the prior removal of my Trustee, a proper exercise by my Trustee of the authority granted to my Trustee under my will. My Trustee may request and obtain from the beneficiaries or from their legal representatives, agreements in writing releasing my Trustee from any liability that may have arisen from my Trustee's acts or omissions to act and indemnifying my Trustee from liability for the acts or omissions. An agreement described in this paragraph, if acquired from all the living beneficiaries of my will or from their legal representatives, shall be conclusive and binding upon all parties, born or unborn, who may have, or may in the future acquire, an interest in my will. My Trustee may require a refunding agreement before making any distribution or allocation of the income or principal of a trust created under my will and may withhold distribution or allocation pending determination or release of a tax lien or other lien. This refunding agreement provision shall not apply to any distribution that qualifies for the federal estate tax unlimited marital deduction or the federal estate tax charitable deduction. Section 9.13 Benefits Payable to My Trustee My Trustee may exercise any right to determine the manner and timing of payment (by lump sum or otherwise) of any benefits or assets payable by reason of my death to my Trustee or to any trust created under my will. This includes, but is not limited to, such benefits under life insurance policies, employee benefit plans, retirement plans or other Page 14 contracts, plans or arrangements providing for payment or transfer at death to such trust. My Trustee shall not be liable to any beneficiary for the death benefit election selected. My Trustee shall not be obligated to undertake litigation for collection of any benefits or assets payable to such trust unless it is indemnified to its satisfaction against any liability and expense of such litigation. Persons or entities dealing in good faith with my Trustee shall not be required to see to the proper application of proceeds delivered to my Trustee, or to inquire into any provision of my will. Payment to my Trustee and the receipt of or release by my Trustee shall fully discharge the person or entity making such payment. Notwithstanding anything in my will to the contrary, no benefits or assets payable by reason of my death to my Trustee or to any trust created under my will shall be subject to the claims against my estate, nor shall such benefits be subject to the control of my Executor nor be included in the property administered as a part of my probate estate. Section 9.14 Certificate by Trustee A written statement of the Trustee of any trust established under my will at any time as to any facts relative to the trust may always be relied upon and shall always be conclusive evidence in favor of any transfer agent and any other person dealing in good faith with the Trustee in reliance upon such statement. Section 9.15 Funeral and Other Expenses of Beneficiary Upon the death of an income beneficiary of a trust created under my will, my Trustee may pay the funeral expenses, burial or cremation expenses, enforceable debts and other expenses incurred due to the death of the beneficiary from trust property. This Section shall only apply to the extent the income beneficiary has not exercised any testamentary power of appointment granted to him under my will. My Trustee may rely upon any request by the personal representative or members of the family of the deceased beneficiary for payment without verifying the validity or the amounts and without being required to see to the application of the amounts so paid. My Trustee may make decisions under this Section without regard to any limitation on payment of expenses imposed by statute or rule of court and may be made without obtaining the approval of any court having jurisdiction over the administration of the deceased beneficiary's estate. Section 9.16 Trust Accounting Except to the extent required by law, my Trustees shall not be required to file annual accounts with any court or court official in any jurisdiction. Upon the written request of a beneficiary, my Trustee shall render an accounting at least annually to the income beneficiaries of the trust during the accounting period that Page 15 includes the date of the written request. The accounting shall include the receipts, disbursements, and distributions occurring during the accounting period and a balance sheet of the trust property if no tax return is filed, or may consist just of the tax return for the accounting period if a tax return is filed for the trust. In the absence of fraud or manifest error, the assent by all income beneficiaries to an accounting of an Independent Trustee shall make the matters disclosed in the accounting binding and conclusive upon all persons, both those in existence on the date of my death and those to be born in the future who have, or will in the future have, a vested or contingent interest in the trust property. In the case of a minor or incapacitated beneficiary, that beneficiary's natural guardian or legal representative shall give the assent required under this Section. The failure of any person to object to any .accounting by giving written notice to my Trustee within 60 days of the person's receipt of a copy of the accounting shall be deemed to be an assent by such person. The trust's financial records and documentation shall be available at reasonable times and upon reasonable notice for inspection by trust beneficiaries and their representatives. My Trustee shall not be required to furnish trust information regarding my trust to any individual, corporation, or other entity that is not a beneficiary or the representative of a beneficiary, and is not requesting the information pursuant to a valid court order. Section 9.17 Authority to Merge or Sever Trusts My Trustee may merge and consolidate a trust created under my will with any other trust, if the two trusts contain substantially the same terms for the same beneficiaries and at least one Trustee in common. My Trustee may administer the merged and consolidated trust as a single trust or unit. If, however, a merger or consolidation does not appear feasible, my Trustee may consolidate the assets of the trusts for purposes of investment and trust administration while retaining separate records and accounts for each respective trust. My Trustee may sever any trust on a fractional basis into two or more separate and identical trusts or may segregate a specific amount or asset from the trust property by allocation to a separate account or trust. The separate trusts may be funded on a non pro rata basis provided that funding is based on the total fair market value of the assets on the date of funding. Income earned on a segregated amount or specific asset after the segregation passes with the amount or asset segregated. My Trustee shall hold and administer each separate trust upon terms and conditions substantially identical to those of the trust from which it was severed. Subject to the terms of the trust, my Trustee may consider differences in federal tax attributes and other pertinent factors in administering the trust property of any separate account or trust, in making applicable tax elections, and in making distributions. A separate trust created by severance must be treated as a separate trust for all purposes Page 16 from the date on which the severance is effective; however, the effective date of severance may be retroactive to a date before the date on which my Trustee exercises the power. Section 9.18 Authority to Terminate Trusts If, at any time, my Trustee, other than an Interested Trustee , in its sole discretion, determines that a trust created under my will is no longer economical or is otherwise inadvisable to administer as a trust, or if my Trustee, other than an Interested Trustee, deems it to be in the best interest of my beneficiaries, my Trustee, without further responsibility, may terminate the trust and distribute the trust property, including any undistributed net income, in the following order of priority: To my husband, if then a beneficiary of the trust; If my husband is not then a beneficiary of the trust, to the beneficiaries then entitled to mandatory distributions of net income of the trust and in the same proportions; and If none of the beneficiaries are entitled to mandatory distributions of net income, to the beneficiaries then eligible to receive discretionary distributions of net income of the trust, in such amounts and shares as my Trustee, other than an Interested Trustee, may determine. Section 9.19 Discretionary Distribution to Fully Utilize Basis Increase Upon Death of Beneficiary This Section shall apply during any time there is no federal estate tax in effect and Section 1022 of the Internal Revenue Code is in effect. If I have given my Trustee the authority to make distributions of principal to the beneficiary of a trust, my Trustee, other than an Interested Trustee, may, from time to time, distribute to the beneficiary as much of the principal of the trust as my Trustee may determine is advisable to permit the estate of the beneficiary to take full advantage of the aggregate basis increase allowed under Section 1022, excluding the additional basis increase for property acquired by a surviving spouse under Section 1022(c). Before making a distribution of property under this Section, I request, but do not require that my Trustee determine whether there is a good reason to retain the property in trust such as whether or not the asset may be sold in the near future, the need for creditor protection by the beneficiary, protection of the beneficiary from failed marriages and protection of the asset for future generations. My Trustee shall not be liable to any beneficiary for the exercising or failing to exercise its discretion to make a distribution under this Section. Page 17 Section 9.20 Marital Deduction Qualification I intend that the marital gift as described in Article Three of my will qualify for the federal estate tax marital deduction, and the provisions of my will shall be construed to reflect this intent. To the extent that giving effect to a provision of my will would result in the marital gift not qualifying for the federal estate tax unlimited marital deduction, that provision shall be ineffective except to the extent my Trustee or personal representative elects that all or a portion of the marital gift not qualify for the unlimited marital deduction. Section 9.21 Generation-Skipping Transfer Tax Provisions Notwithstanding any other provision of my will to the contrary, if a trust created under my will would be partially exempt from generation-skipping transfer tax after the intended allocation of a GST exemption to the trust then: (a) Division into Exempt and Nonexempt Trusts My Trustee may divide the property of the trust into two separate trusts so that the allocation of GST exemption can be made to a trust that will be entirely exempt from generation-skipping transfer tax (the "exempt trust"). The exempt trust shall consist of the largest fractional share of the total trust assets that will permit the exempt trust to be entirely exempt from generation-skipping transfer tax. The "nonexempt trust" shall consist of the balance of the total trust assets. For purposes of computing the fractional share, asset values as finally determined for federal estate tax purposes shall be used. The fraction shall be applied to the assets at their actual value on the effective date or dates of distribution so that the actual value of the fractional share resulting from the application of such fraction will include fluctuations in the value of the trust property. (b) Administration of the Trusts The trusts created under this Section shall have the same terms as the original trust. To the extent possible, distributions to a non-skip person as defined by Section 2613 of the Internal Revenue Code shall be made from a nonexempt trust and distributions to a skip person as defined by Section 2613 shall be made from an exempt trust. My Trustee shall administer each exempt and nonexempt trust as a separate and independent trust. Any exempt or nonexempt trust established under my will may be referred to by the name designated by my Trustee. If an exempt trust and a nonexempt trust are further divided under the terms of my will, my Trustee may allocate property from the exempt trust Page 18 first to the trust from which a generation skipping transfer is more likely to occur. (c) My Intent; Trust Additions My intent is to minimize the application of the generation-skipping transfer tax to the trust property but not to affect the total amount of trust property to which any beneficiary may be entitled under my will. My will shall be so construed and interpreted to give effect to this intent. If at any time any property that has an inclusion ratio greater than zero for generation-skipping transfer tax purposes would be added to a trust with property that has an inclusion ratio of zero, then my Trustee shall instead hold such property in a separate trust on the same terms and conditions as the original trust. (d) Independent Trustee May Confer Power In the event a trust has an inclusion ratio of greater than zero for generation-skipping transfer tax purposes, my Trustee, excluding any Interested Trustee, may during the lifetime of the beneficiary of the trust, grant the beneficiary a testamentary power to appoint all or part of such beneficiary's trust or trust share to the creditors of the beneficiary's estate. The Trustee granting the power of appointment may require, as a condition for the beneficiary's exercise of such power, that the beneficiary obtain the consent of such Trustee. Any testamentary power of appointment granted by the Trustee shall be in writing and may be revoked at any time during the lifetime of the beneficiary to whom the power was given. Article Ten General Administrative Provisions The provisions of this Article apply to my probate estate and to any trust created under my will. Section 10.01 No Bond No Fiduciary shall be required to furnish any bond for the faithful performance of the Fiduciary's duties. If a bond is required by any law or rule of court, no surety shall be required on such bond. Page 19 Section 10.02 Fiduciary Compensation An individual serving as my Fiduciary, other than my husband, shall be entitled to fair and reasonable compensation for the services rendered as a fiduciary. A corporate fiduciary shall be compensated by agreement with an individual Fiduciary or, in the absence of an individual Fiduciary or in the absence of an agreement, in accordance with the corporate fiduciary's published schedule of fees in effect at the time the services are rendered. My Fiduciary may charge additional fees for services it provides that are not comprised within its duties as my Fiduciary such as fees for legal services, tax return preparation and corporate finance or investment banking services. In addition to receiving compensation, my Fiduciary may be reimbursed for reasonable costs and expenses incurred in carrying out its duties under my will. Section 10.03 Employment of Professionals My Fiduciary may appoint, employ and remove, at any time and from time to time, investment advisors, accountants, auditors, depositories, custodians, brokers, consultants, attorneys, expert advisers, agents, and employees to advise or assist the Fiduciary in the performance of its duties. My Fiduciary may act upon the recommendations of the persons or entities employed with or without independent investigation. My Fiduciary may reasonably compensate an individual or entity employed to assist or advise my Fiduciary regardless of whether the person or entity shall be a fiduciary under my will or a corporate affiliate of a fiduciary and regardless of whether the entity shall be one in which a fiduciary is a partner, member, stockholder, officer, director or corporate affiliate or has any other interest. My Fiduciary may pay the usual compensation for services contracted for under this Section out of principal or income of the trust as my Fiduciary may deem advisable. My Fiduciary may pay compensation to an individual or entity employed to assist or advise my Fiduciary without diminution of or charging the same against the compensation to which the fiduciary is entitled under my will. Any fiduciary who shall be a partner, stockholder, officer, director or corporate affiliate in any entity employed to assist or advise my Fiduciary shall nonetheless receive the fiduciary's share of the compensation paid to the entity. Section 10.04 Determination of Principal and Income The Pennsylvania Uniform Principal and Income Act shall govern beneficiaries' rights among themselves in matters concerning principal and income. If the Pennsylvania Uniform Principal and Income Act contains no provision concerning a particular item, my Fiduciary shall determine in a fair, equitable and practical manner what shall be credited, charged, and apportioned between principal and income. Page 20 Section 10.05 Spendthrift Provision Neither the income nor the principal of any trust established under my will shall be assigned, anticipated or alienated in any manner by any beneficiary, nor shall it be subject to attachment, bankruptcy proceedings or any other legal process, or to the interference or control of creditors or others. Nothing contained in this Section shall restrict in any way the exercise of any power of appointment granted in my will. Section 10.06 Distributions to Incapacitated Persons and Persons Under Twenty-Five Years of Age If my Fiduciary is directed to distribute any share of my probate estate or trust principal to a beneficiary, other than my husband, who is in the opinion of my Fiduciary, under any form of incapacity that renders the beneficiary unable to administer distributions properly when the distribution is to be made, and if no other trust is then to be held under my will for the beneficiary's primary benefit, my Fiduciary may, as Trustee, in my Fiduciary's discretion, continue to hold the beneficiary's share as a separate trust until the beneficiary overcomes the incapacity. When the beneficiary overcomes the incapacity, my Fiduciary shall distribute the beneficiary's trust to him or her, outright free of trust. While any trust is being held under this Section, the Trustee shall pay to the beneficiary for whom the trust is held such amounts of the net income and principal as the fiduciary determines to be necessary or advisable for the beneficiary's health, education, maintenance and support. Upon the death of the beneficiary before that time, the Trustee shall distribute the trust, including any accrued and undistributed income, to such persons as such beneficiary may appoint by his or her will. This general power may be exercised in favor of the beneficiary, the beneficiary's estate, the beneficiary's creditors, or the creditors of the beneficiary's estate. To the extent this general power of appointment is not exercised, on the death of the beneficiary, the trust property shall be distributed to the beneficiary's then living descendants, per stirpes, or, if none, to my then living descendants, per stirpes. If I have no then living descendants the property shall be distributed under the provisions of Article Seven entitled "Remote Contingent Distribution." If any portion of my estate is distributable to a beneficiary under the age of 25, my executor may receive the distribution and act as custodian for the beneficiary, until age 25, under the Pennsylvania Uniform Transfer to Minors Act. Section 10.07 Maximum Term for Trusts Notwithstanding any other provision of my will to the contrary, unless terminated earlier under other provisions of my will, each trust created under my will shall terminate 21 years after the last to die of the descendants of my maternal and paternal grandparents Page 21 and the descendants of my husband's maternal and paternal grandparents who are living at the time of my death. At that time, the remaining trust property shall vest in and be distributed to the persons entitled to receive mandatory distributions of net income of the trust and in the same proportions. If no beneficiary is entitled to mandatory distributions of net income, the remaining trust property shall vest in and be distributed to the beneficiaries entitled to receive discretionary distributions of net income of the trust, in equal shares per stirpes. Section 10.08 Representative of a Beneficiary The guardian of the person of a beneficiary may act for such beneficiary for all purposes under my will or may receive information on behalf of such beneficiary. Section 10.09 Distributions to Beneficiaries Whenever my will authorizes or directs my Fiduciary to make a distribution of net income or principal to a beneficiary, my Fiduciary may apply for the benefit of the beneficiary any property that otherwise could be distributed directly to the beneficiary. My Fiduciary shall have no responsibility to inquire into the beneficiary's ultimate disposition of the distributed property unless specifically directed otherwise by my will. My Fiduciary may make distributions in cash or in kind, or partly in each, in proportions and at values determined by my Fiduciary. My Fiduciary may allocate undivided interests in specific assets to a beneficiary or trust in any proportion or manner that my Fiduciary determines, even though the property allocated to one beneficiary may be different from that allocated to another beneficiary. My Fiduciary may make these determinations without regard to the income tax attributes of the property and without the consent of any beneficiary. Section 10.10 Ancillary Administration In the event ancillary administration shall be required or desired and my domiciliary Executor is unable or unwilling to act as an ancillary fiduciary, my domiciliary Executor shall have the power to designate, compensate, and remove the ancillary fiduciary. The ancillary fiduciary may be either a natural person or a corporation. My domiciliary Executor may delegate to such ancillary fiduciary such powers granted to my original Executor as my Executor may deem proper, including the right to serve without bond or surety on bond. The net proceeds of the ancillary estate shall be paid over to the domiciliary Executor. Section 10.11 Delegation of Authority; Power of Attorney Any Fiduciary may, by an instrument in writing, delegate to any other Fiduciary the right to exercise any power, including a discretionary power, granted the Fiduciary in my will. Page 22 During the time a delegation under this Section is in effect, the Fiduciary to whom the delegation was made may exercise the power to the same extent as if the delegating Fiduciary had personally joined in the exercise of the power. The delegating Fiduciary may revoke the delegation at any time by giving written notice to the Fiduciary to whom the power was delegated. The Fiduciary may execute and deliver a revocable or irrevocable power of attorney appointing any individual or corporation to transact any and all business on behalf of the trust. The power of attorney may grant to the attorney-in-fact all of the rights, powers, and discretion that the Fiduciary could have exercised. Section 10.12 Merger of Corporate Fiduciary If any corporate fiduciary acting as my Fiduciary under my will is merged with or transfers substantially all of its trust assets to another corporation or if a corporate fiduciary changes its name, the successor shall automatically succeed to the position of my Fiduciary as if originally named my Fiduciary. No document of acceptance of the position of my Fiduciary shall be required. Article Eleven Powers of My Fiduciaries Section 11.01 General Grant of Powers My Fiduciary may perform every act reasonably necessary to administer my estate and any trust. My Fiduciary may execute and deliver any and all instruments in writing, which my Fiduciary considers necessary to carry out any of the powers granted under my will. Section 11.02 Investment Powers in General My Fiduciary may invest in any type of investment that my Fiduciary determines is consistent with the investment goals of my estate or any trust, whether inside or outside the geographic borders of the United States of America and its possessions or territories, taking into account the trust's overall investment portfolio. Without limiting my Fiduciary's investment authority in any way, I request that my Fiduciary exercise reasonable care and skill in selecting and retaining investments. I also request that my Fiduciary take into account the following factors in choosing investments for my estate or any trust: Page 23 The potential return from the investment, both in the form of income and appreciation; The potential income tax consequences of the investment; The investment's potential for volatility; and The role the investment will play in my estate or the trust's portfolio. I request that my Trustee, in arranging the investment portfolio of any trust, also consider the possible effects of inflation or deflation, changes in global and U.S. economic conditions, transaction expenses, and the trust's need for liquidity. My Fiduciary may delegate its discretion to manage investments to any registered investment adviser or corporate fiduciary. Section 11.03 Banking Powers My Fiduciary may establish bank accounts of any type in one or more banking institutions that my Fiduciary may choose. My Fiduciary may open accounts in the name of my Fiduciary (with or without disclosing fiduciary capacity) or in the name of my estate or the trust. When an account is in the name of my estate or the trust, checks on that account and authorized signatures need not disclose the fiduciary nature of the account or refer to my estate, any trust or Fiduciary. An account from which my Fiduciary makes frequent disbursements need not be an interest bearing account. My Fiduciary may authorize withdrawals from an account by check, draft or other instrument or in any other manner. Section 11.04 Business Powers My Fiduciary is authorized to serve as an officer, director, manager, or in any other capacity of any proprietorship, partnership, joint venture, corporation, or other enterprise in which my estate or any trust has an interest (whether or not such interest is total or controlling). My Fiduciary may receive compensation for its services. My Fiduciary may contract with and otherwise deal with any such enterprise in the same manner as it would with any enterprise in which my estate or the trust has no interest, and may use any voting power my Fiduciary may have to implement its authority (whether as my Fiduciary or as an officer, director, or other official of the enterprise). With respect to any units in a limited liability company, limited partnership, or stock in a closely-held corporation ("closely-held company") that become part of my estate or any trust, the powers granted to my Fiduciary in this Article shall not disqualify my Fiduciary from acting personally and independently, and not in a fiduciary capacity, with respect to any closely held company, from holding office in the closely-held company, from accepting remuneration from the closely-held company, from voting any units or stock in Page 24 favor of my Fiduciary as a director or officer of the closely-held company, or from purchasing or selling units or stock of the closely-held company. If any trust receives subchapter S stock, my Trustee may either elect to qualify the trust as a qualified subchapter S trust ("QSST") under Section 1361(d)(3) of the Internal Revenue Code or as a electing small business trust under Section 1361(e)(1) to administer the trust in accordance with the requirements of the corresponding Section. Section 11.05 Contract Powers My Fiduciary may sell at public or private sale, transfer, exchange for other property, and otherwise dispose any property contained in my probate estate or any trust for consideration and upon terms and conditions that my Fiduciary deems advisable. My Fiduciary may grant options of any duration for any such sales, exchanges, or transfers of trust property. My Fiduciary may enter into contracts, and may deliver deeds or other instruments, as my Fiduciary deems appropriate. Section 11.06 Common Investments For purposes of convenience with regard to the administration and investment of any trust, my Trustee may invest part or all of the property jointly with trust property of other trusts for which my Trustee is also serving as a Trustee. For this purpose, a corporate fiduciary acting as my Trustee may use common funds for investment. When trust property is managed and invested in this manner, my Trustee shall maintain records that sufficiently identify that portion of the jointly invested assets that constitute the property of the trust. Section 11.07 Environmental Powers My Fiduciary shall have the right to inspect property held directly or indirectly by my probate estate or any trust to determine compliance with or to respond to any environmental law affecting the property. "Environmental law" shall mean any federal, state, or local law, rule, regulation, or ordinance relating to protection of the environment or of human health. My Fiduciary may refuse to accept additional property if my Fiduciary determines that the property is or may be contaminated by any hazardous substance or is or was used for any purpose involving hazardous substances that could create liability to my estate, any trust or to my Fiduciary. My Fiduciary may use the income and principal of my probate estate or a trust to (i) conduct environmental assessments, audits or site monitoring; (ii) take remedial action to contain, clean up or remove any hazardous substance including a spill, discharge or contamination; (iii) institute, contest or settle legal proceedings brought by a private Page 25 9Z a$nd dun ut ~~zado.~d ~sru~ zo a~ngo~d dun pua~ap pun ssiuisip ai~as `asiuio.zduzoa `utof `a~n~i~sui ~nuz `~stu~ au} zo a~n~sa a~ngozd ~fuz ~o asuadxa auk ~n pun uoi~a.zasip s~1 ut `~iznianpt3 ,~y~ siannod ~uawa~}}aS pue uoi~efii~i~ 60' ~ ~ uoi~~as •sai.xniagauaq au~~o ~gauaq auk ~o~ anion sir anaasa.zd o~ uot~n.zado uaun.~ ~o u~n~ auk a~n~ado o~ ~uinii 31 auop annu pinoa i s~utu~ iin op ~nL~i •am~eu ~fun~o sar~iaorzd pun `s~r~~TZ ua~ip `s~u~i~ .za~nnn `siiann ~o asodsip pun `ano.~duzi `ure~a.z `aamban pun `sar~iiian~ a~nuinap pun `saaua~ `s~utpimq ~ani~suoa `sai~ado~d uaun.~ pun uun~ iin .~inda.r pun ano.zduzI •paas pun `paa~ `~iz~inod `xao~sanii `~uauzdmba `~faauiuanuz ~ua.z .~o asnuaand •pa.~osuods ~iinaapa~ zo a~n~s .~au~aunn `uzn~~oad uun~ ~uaunuano~ ~iun ui a~ndiat~.znd pun a~n~ud •s.raddo.~aa.znus .zo `s~unua~ `.zogni pa.~tu `saiaua~n ~uauza~nunui u~inn ao ~i~aazip ~ui~naado ~iq ~au~ia s~anpo.~d uaun.z pun u.~n~ ~o ~ut~axznui pun `~ut~san.reu `uoi~anpoad auk ui a~n~ug •uoi~n.~od.~oa .ro `dius.zau~nd `dtus.~o~atrdo.~d aios n sn .zau~aunn `uauna zo u~.re~ auk iias pun `azmban `ure~a~ :~nui ~f.zeianpid Buz ~sni~ dun .~o a~n~sa a~ego.zd ~iuz ui pauin~uoa uaun.z .~o uun~ ~ui~nzado dun o~ ~aadsaz u~1M siannod ~e~n}~n~iafid aay~p pue y~ue~ `w~e~ 80' ~ ~ uoi;gag •nnni in~uauzuoatnua ~Cun zapun ~f~tiignii innpinipui anauT o~ ~anianpi3 ~fuz asnna ~inuz sauiuzza~ap ~anranpt3 Buz ~nu~ ~ixetanptd ~fuz ~q piau aan~od dun uxiniasip ~o usmbuiia.r `asnaiaz ~nuz ~.zntanpt,~ ~y~ •~uauza.zmbaa ~ut~oda.z dun ~utpniaui `nnni in~uauzuo.~inua fun u~inn aauniiduzoa s~~.znianpi3 ~fuz~o ~insa.z n sn ~i~zadozd ~sru~ .to a~ngo~d~o anion auk ut asna.~aap fun zoo ~f~.tnd ~au~o fun o~ .zo ~.znta~auaq dun o~ aignii aq lou sinus ~f.znianpt3 ,~y~ •aaua~ii~au sso.~~ zo ;anpuoasiuz in~iilM u~no.zu~ anion ui uor~anpa.r .~o ssoi ~ui~insaz auk o~ pa~ngia~uoa ~.zntanpi3 ,~uz ssaiun pa.~anoasip a~n uoi~an inipauzaa ~ui~mbaz saaun~sgns .~o sini.~a~nuz snop.xnznu ualunn uo ~~zadoad ~o uot~ua~a.z s~~anianpi,~ ~fuz ~o ~insa~ n sn ~sn.z~ n .zo a~n~sa a~ngoad Buz ~q pauin~sns anion ui uoi~anpaz zo ssoi fun ao~ aignti acs you sinus ~.znianpt3 ~~ •suoi~an asau~ ut ~C.reianpi3 ~fuz ~sissn o~ iasunoa in~ai pun s~tre~insuoa `s~ua~n ~oiduza (n) pun `aaun~sgns snop.znznu dun ~o do-unaia ~o ~uauza~ngn `~uauzssassn un ~ui~aa.zrp ~aua~n intapa~ .zo `a~n~s `inaoi fun ~q zo ~noa fun ~q panssi .zapao dun u~inn ~iiduzoa (ni) `aaunriduzoa in~uauzuoainua [i~inn pau.~aauoa ~aua~n inrapa~ .~o `a~n~s `inaoi dun zo }un~i~ii judicial or administrative proceeding. This shall include specifically, but not limited to proceedings or class actions brought against any public entity or government agency or brought by any such entity for attachment, recoupment, levy, invasion, reformation, or access of any kind to property of my probate estate or a trust. My Fiduciary is authorized to retain such legal counsel and ancillary personnel, as my Fiduciary deems appropriate in the exercise of its discretion. Section 11.10 Loans and Borrowing Powers My Fiduciary may make secured or unsecured loans to any person (including a beneficiary), entity, trust or estate, for any term or payable on demand, with or without interest. My Fiduciary may enter into or modify the terms of any mortgage or security agreement granted in connection with any loan and may release or foreclose on the mortgage or security. My Fiduciary may borrow money at interest rates and on other terms that it deems advisable from any person, institution or other source including, in the case of a corporate fiduciary, its own banking or commercial lending department. My Fiduciary may encumber estate and trust property by mortgages, pledges and other hypothecation and shall have the power to enter into any mortgage, whether as a mortgagee or mortgagor even though the term may extend beyond the termination of the trust and beyond the period that is required for an interest created under my will to vest in order to be valid under the rule against perpetuities. My Fiduciary may purchase, sell at public or private sale, trade, renew, modify, and extend mortgages. My Fiduciary may accept deeds in lieu of foreclosure. Section 11.11 Nominee Powers My Fiduciary may hold real estate, securities and any other estate or trust property in the name of a nominee or in any other form without disclosing the existence of my estate, the trust or fiduciary capacity. Section 11.12 Oil, Gas and Mineral Interests My Fiduciary may acquire, maintain, develop and exploit, either alone or jointly with others, any oil, gas, coal, minerals or other natural resource rights or interests. My Fiduciary may drill, test, explore, mine, develop, extract, remove, convert, manage, retain, store, sell and exchange any of such rights and interests on terms and for a price that my Fiduciary deems advisable. My Fiduciary may execute leases, pooling and unitization agreements and other types of agreements in connection with such oil, gas, coal, mineral and other natural resource rights and interests even though such arrangements may extend beyond the termination of Page 27 the trust and beyond the period that is required for an interest created under my will to vest in order to be valid under the rule against perpetuities. My Fiduciary may execute division orders, transfer orders, releases, assignments, farm outs, and any other instruments that it deems proper. My Fiduciary may employ the services of consultants and outside specialists in connection with the evaluation, management, acquisition, disposition, and development of any mineral interest, and may pay the cost of the services from the principal and income of my estate or the trust. Section 11.13 Payment of Taxes and Expenses Except as otherwise provided in my will, my Fiduciary is authorized to pay all property taxes, assessments, fees, charges, and other expenses incurred in the administration or protection of my estate or any trust. All payments shall be a charge against estate or the trust, as the case may be, and shall be paid out of income and to the extent that income is insufficient, then out of principal. The determination of my Fiduciary with respect to the payment of expenses shall be conclusive upon the beneficiaries. Section 11.14 Qualified Real Property Valuation My Trustee, other than an Interested Trustee, shall have the power to amend the terms of a trust holding "qualified real property" as defined in Section 2032A of the Internal Revenue Code, in order to permit the qualified real property to qualify or continue to qualify for special use valuation permitted under Section 2032A, even if the amendment changes beneficial interests and that directs the segregation of trust property into more than one trust. Section 11.15 Real Estate Powers My Fiduciary may sell at public or private sale, purchase, exchange, lease for any period, mortgage, manage, alter, improve and in general deal in and with real property in such manner and on such terms and conditions as my Fiduciary deems appropriate. My Fiduciary may grant or release easements in or over, subdivide, partition, develop, raze improvements, and abandon, any real property. My Fiduciary may manage real estate in any manner that my Fiduciary deems best and shall have all other real estate powers necessary for this purpose. My Fiduciary may enter into contracts to sell real estate. My Fiduciary may enter into leases and grant options to lease trust property even though the term of the agreement extends beyond the termination of a trust and beyond the period that is required for an interest created under my will to vest in order to be valid under the rule against perpetuities. For such purposes, my Fiduciary may enter into any contracts, covenants and warranty agreements that my Fiduciary deems appropriate. Page 28 Section 11.16 Retention and Abandonment of Trust Property My Fiduciary may retain, without liability for depreciation or loss resulting from retention, any property contained my estate or any trust at the time of its creation or as the result of the exercise of a stock option. My Fiduciary may retain property, notwithstanding the fact that the property may not be of the character prescribed by law for the investment of assets held by a fiduciary, and notwithstanding the fact that retention may result in inadequate diversification under any applicable Prudent Investor Act or other applicable law. My Fiduciary may hold property that is non-income producing or is otherwise nonproductive if holding the property is, in the sole and absolute discretion of my Fiduciary, in the best interests of the beneficiaries. My Fiduciary is permitted to retain a reasonable amount in cash or money market accounts in order to pay anticipated expenses and other costs and to provide for anticipated distributions to or for the benefit of a beneficiary. But my Trustee shall convert any nonproductive property held in any trust qualifying for the federal estate tax marital deduction as qualified terminable interest property under Section 2056(b)(7) of the Internal Revenue Code and for any state death tax marital deduction under the law of any state to productive property upon the written request of my husband. My Fiduciary may abandon any trust property that my Fiduciary deems to be of insignificant value. Section 11.17 Securities, Brokerage and Margin Powers My Fiduciary may buy, sell, trade and otherwise deal in stocks, bonds, investment companies, mutual funds, common trust funds, commodities, options and other securities of any kind and in any amount, including short sales. My Fiduciary may write and purchase call or put options, and other derivative securities. My Fiduciary may maintain margin accounts with brokerage firms and may pledge securities to secure loans and advances made to my Fiduciary or to or for the benefit of a beneficiary. My Fiduciary may place all or any part of the securities held by rriy estate or a trust in the custody of a bank or trust company. My Fiduciary may have all securities registered in the name of the bank or trust company or in the name of its nominee. My Fiduciary may appoint the bank or trust company as the agent or attorney in fact to collect, receive, receipt for and disburse any income and generally to perform the duties and services incident to a custodian of accounts. My Fiduciary may employ abroker-dealer as a custodian for securities held by my estate or the trust and may register the securities in the name of the broker-dealer or in the name of a nominee with or without the addition of words indicating that the securities are held in a fiduciary capacity. My Fiduciary may hold securities in bearer or uncertificated form and may use a central depository, clearing agency or book-entry system, such as The Depository Trust Company, Euroclear or the Federal Reserve Bank of New York. Page 29 My Fiduciary may participate in any reorganization, recapitalization, merger or similar transaction. My Fiduciary may exercise or sell conversion or subscription rights for securities of all kinds and description. My Fiduciary may give proxies or powers of attorney that may be discretionary and with or without powers of substitution. My Fiduciary may vote or refrain from voting as to any matter. Section 11.18 Tangible Personal Property and Residences My Fiduciary may acquire, maintain and invest in articles of tangible personal property, whether or not the property is income producing, and may pay the expenses of the repair and maintenance of the property. My Fiduciary shall have no duty to convert the property referred to in this Section to productive property except as required by other provisions of my will. My Fiduciary shall have no liability for any depreciation or loss as a result of the retention of any property retained or acquired under the authority of this Section. My Trustee may acquire, maintain and invest in any residence for the use and benefit of the beneficiaries of the trust, whether or not the residence is income producing and without regard to the proportion that the value of the residence may bear to the total value of the trust property and even if retaining the residence involves financial risks that trustees would not ordinarily incur. My Trustee may pay or make arrangements for others to pay all carrying costs of the residence, including, but not limited to, taxes, assessments, insurance, expenses of maintaining the residence in suitable repair, and other expenses relating to the operation of the residence for the benefit of the beneficiaries. My Trustee may permit any income beneficiary of the trust to occupy any real property or use any personal property owned by the trust on terms or arrangements that my Trustee may determine, including rent free or in consideration for the payment of taxes, insurance, maintenance, repairs, or other charges. Section 11.19 Power of Executor to Disclaim and to Distribute Directly to a Beneficiary If such disclaimer can be treated as a Qualified Disclaimer, I give my Executor the power to disclaim any interest, in whole or in part, which my estate may acquire (including an interest in any other estate, trust, insurance proceeds, annuity, contract or pension plan) for any purpose (including overall reduction in death taxes) and without regard to whether such disclaimed property will pass to the same persons, at the same time or in the same manner as if there had been no disclaimer. Page 30 If at my death, the terms of a trust created under my will provide that property is to be distributed outright to a beneficiary, my Executor may make the distribution to the beneficiary without the intervention of my Trustee. Section 11.20 Fiduciaries' Powers Act In addition to all of the above powers, my fiduciaries may, without prior authority from any court, exercise all powers conferred by my will or by common law or by any fiduciary powers act or other statute of the Commonwealth of Pennsylvania or any other jurisdiction whose law applies to my will. My Executor shall have absolute discretion in exercising these powers. Except as specifically limited by my will, these powers shall extend to all property held by my fiduciaries until the actual distribution of the property. Section 11.21 Alternative Distribution Methods My Fiduciary may make any payment provided for under my will or under the terms of any trust established under my will as follows: Directly to the beneficiary; In any form allowed by applicable state law for gifts or transfers to minors or persons under a disability; To the beneficiary's guardian, conservator, agent under a durable power of attorney or caregiver for the benefit of the beneficiary; or By direct payment of the beneficiary's expenses, made in a manner consistent with the proper exercise of the fiduciary's duties hereunder. A receipt by the recipient for any such distribution shall fully discharge my Fiduciary. Section 11.22 Limitation on My Trustee's Powers All powers granted to my Trustee under my will or by applicable law shall be limited as set forth in this Section, unless explicitly excepted by reference to this Section. An Interested Trustee may not exercise or participate in the exercise of discretion with respect to the distribution of income or principal, or the termination of the trust to or for the benefit of a beneficiary, to the extent that the exercise of such discretion is other than for the health, education, maintenance or support of a beneficiary as described under Sections 2041 and 2514 of the Internal Revenue Code. Page 31 Article Twelve Provisions for Payment of Debts, Expenses and Taxes Section 12.01 Payment of Debts and Expenses I direct that all my legally enforceable debts, secured and unsecured, be paid as soon as practicable after my death. Section 12.02 No Apportionment Except as otherwise provided in this Article or elsewhere in my will, my Executor shall provide for payment of all estate, inheritance and succession taxes payable by reason of my death ("death taxes") from my residuary estate as an administrative expense without apportionment and shall not seek contribution toward or recovery of any death tax payments from any individual. For the purposes of this Article, however, death taxes shall not include any additional estate tax imposed by Section 2031(c)(5)(C), Section 2032A(c) or Section 2057(f) of the Internal Revenue Code or any other comparable taxes imposed by any other taxing authority. Nor shall death taxes include any generation-skipping transfer tax, other than a direct skip. Section 12.03 Protection of Exempt Property In no event shall death taxes be allocated to or paid from any assets that are not included in my gross estate for federal estate tax purposes. Section 12.04 Protection of the Marital Deduction Notwithstanding anything to the contrary in my will, no death taxes shall be paid from or allocated to any property qualifying for the federal estate tax marital deduction under my will unless there is no other property available to pay the taxes. My Executor shall not pay any administrative expenses from the net income of any property qualifying for the federal estate tax marital deduction under my will if the payment would require a reduction in the estate tax marital deduction under Section 2056(b) of the Internal Revenue Code. Section 12.05 Protection of the Charitable Deduction Notwithstanding anything in my will to the contrary, no death taxes payable as a result of my death shall be allocated to or paid from any assets passing to any organization qualifying for the federal estate tax charitable deduction, or split-interest charitable trusts unless my Executor has first used all other assets available to my Executor. Page 32 Section 12.06 Property Passing Outside of My Will Death taxes imposed with respect to property included in my gross estate for purposes of computing the tax and passing other than by my will shall be apportioned among the persons and entities benefited in the proportion that the taxable value of the property or interest bears to the total taxable value of the property and interests received by all persons benefited. The values as finally determined in the respective tax proceedings shall be the values used for the apportionment of the respective taxes. Section 12.07 Tax Elections In exercising any permitted elections regarding taxes, my fiduciaries may make such decisions as they deem to be appropriate in all the circumstances and my fiduciaries shall be under no duty to make any compensatory adjustment as a consequence of any such election. My Executor may also execute such joint tax returns and pay such taxes or interest and deal with any tax refunds, interest, or credits as it shall deem necessary or advisable, whether in the interest of the other joint tax payer or in the interest of my estate. My Executor, in its sole discretion, may elect to have all, none, or part of the property comprising my estate for federal estate tax purposes qualify for the federal estate tax marital deduction as qualified terminable interest property under Section 2056(B)(7) of the Internal Revenue Code (the "QTIP election") and for any state death tax marital deduction under the law of any state (the "state QTIP Election"). My Executor is not required to make the same election for both federal estate tax purposes and for state death tax purposes. If my Executor makes a partial QTIP election, my Executor shall divide the trust on the basis of the fair market value of the assets of the trust at the time of the division. Article Thirteen Definitions and General Provisions Section 13.01 Definitions For purposes of my will and for the purposes of any trust established under my will, the following definitions shall apply: (a) Adopted and Afterborn Persons A legally adopted person in any generation and his or her descendants, including adopted descendants, shall have the same rights and shall be treated in the same manner under my will as natural children of the Page 33 adopting parent, provided such person is legally adopted prior to attaining the age of 18 years. A person shall be deemed to be legally adopted if the adoption was legal in the jurisdiction in which it occurred at the time that it occurred. (b) Available GST Exemption "My available GST Exemption" means the GST exemption provided in Section 2631 of the Internal Revenue Code in effect at the time of my death; reduced by the aggregate of (1) the amount, if any, of GST exemption allocated to my lifetime transfers, including those allocations made at the time of my death by my Personal Representative, by my Trustee, or by operation of law and (2) the amount, if any, allocated to direct skips as defined in Section 2612(c)(1) of the Internal Revenue Code that do not qualify for an exclusion from the generation-skipping transfer tax occurring at my death to or for the benefit of my descendants. If, at the time of my death, I have made a lifetime transfer to a trust with an inclusion ratio of greater than zero but have not filed a gift tax return and the due date for the gift tax return has not yet passed, my available GST exemption shall also be reduced to the extent necessary and possible to reduce the trust inclusion ratio to zero, thereby exempting the transfer from generation-skipping transfer tax. "My husband's available GST Exemption" means the GST exemption in effect at the time of his death; reduced by the aggregate of (1) the amount, if any, of GST exemption allocated to his lifetime transfers, including those allocations made at the time of his death by his Personal Representative, by his Trustee, or by operation of law and (2) the amount, if any, allocated to direct skips that do not qualify for an exclusion from the generation-skipping transfer tax occurring at his death to or for the benefit of my descendants. If, at the time of his death, he has made a lifetime transfer to a trust with an inclusion ratio of greater than zero but has not filed a gift tax return and the due date for the gift tax return has not yet passed, my husband's available GST exemption shall also be reduced to the extent necessary and possible to exempt the transfer from generation-skipping transfer tax. (c) Descendants The term "descendants" shall include a person's lineal descendants of all generations. Page 34 (d) Education The term "education" is intended to be an ascertainable standard in accordance with Section 2041 and Section 2514 of the Internal Revenue Code and shall include, but not be limited to: Enrollment at private elementary, junior and senior high school including boarding school; Undergraduate and graduate study in any field at a college or university; Specialized, vocational or professional training or instruction at any institution, including private instruction; and Any other curriculum or activity that my Trustee may deem useful for developing the abilities and interests of a beneficiary including, without limitation, athletic training, musical instruction, theatrical training, the arts and travel. The term "education" shall also include distributions made by my Trustee for expenses such as tuition, room and board, fees, books and supplies, tutoring and transportation and a reasonable allowance for living expenses. (e) Fiduciary My "Fiduciary" or "Fiduciaries" shall refer to my Executor ,and my Trustee, or if they are different persons, either of them. My "Executor" shall include any executor, ancillary executor, administrator, or ancillary administrator, whether local or foreign and whether of all or part of my estate, multiple Executors, and their successors. (fl Incapacity Except as otherwise provided in my will, a person shall be deemed incapacitated in any one of the following circumstances. (1) The Opinion of Two Licensed Physicians An individual shall be deemed incapacitated whenever, in the opinion of two licensed physicians, the individual is unable to effectively manage his or her property or financial affairs, whether as a result of age, illness, use of prescription medications, drugs or other substances, or any other cause. Page 35 An individual shall be deemed restored to capacity whenever the individual's personal or attending physician provides a written opinion that the individual is able to effectively manage his or her property and financial affairs. (2) Court Determination An individual shall be deemed incapacitated if a court of competent jurisdiction has declared the individual to be disabled, incompetent or legally incapacitated. (3) Detention, Disappearance or Absence An individual shall be deemed incapacitated whenever he or she cannot effectively manage his or her property or financial affairs due to the individual's unexplained disappearance or absence for more than 30 days, or whenever he or she is detained under duress. An individual's disappearance, absence or detention under duress may be established by an affidavit of any fiduciary. The affidavit shall describe the circumstances of an individual's detention under duress, disappearance or absence and may always be relied upon by any third party dealir_g in good faith with my fiduciary in reliance upon the affidavit. An individual's disappearance, absence or detention under duress may be established by an affidavit of my Executor. (g) Income Beneficiary The term "income beneficiary" means any beneficiary who is then entitled to receive distributions of the net income of the trust, whether mandatory or discretionary. Unless otherwise provided in my will, the phrase "majority of the income beneficiaries" means any combination of income beneficiaries who, if all accrued net income were distributed on the day of a vote by the beneficiaries, would receive more than 50% of the accrued net income. For purposes of this calculation, beneficiaries who are eligible to receive discretionary distributions of net income shall be deemed to receive the income in equal shares. References to a "majority" refer to a majority of the entire trust collectively until my Trustee allocates property to separate trusts or trust shares. After the allocation of property to separate trusts or trust shares, Page 36 references to a "majority" refer to a majority of each separate trust or trust share. (h) Independent Trustee The term "Independent Trustee" means a Trustee who is not an Interested Trustee as defined in subsection (i). Only an Independent Trustee may exercise those powers granted exclusively to an Independent Trustee and when the phrase "other than an Interested Trustee" is used. Whenever my will specifically prohibits an Interested Trustee from exercising discretion or performing an act, then only an Independent Trustee may exercise that discretion or perform that act. An Independent trustee shall not be liable to any person for any good faith exercise or nonexercise of its discretion under my will. (i) Interested Trustee The term "Interested Trustee" means (1) a Trustee who is a transferor of property to the trust (including a person whose qualified disclaimer resulted in property passing to the trust); (2) a Trustee who is a beneficiary of the trust; or (3) a Trustee whom a beneficiary of the trust can remove and replace by appointing a Trustee that is related or subordinate to the beneficiary within the meaning of Section 672(c) of the Internal Revenue Code. For purposes of this subsection "a beneficiary of the trust" means a person who is or in the future may be eligible to receive income or principal from the trust pursuant to the terms of the trust. A person shall be considered a beneficiary of a trust even if he or she has only a remote contingent remainder interest in the trust; however, a person shall not be considered a beneficiary of a trust if the person's only interest is as a potential appointee under a testamentary power of appointment. Q) Internal Revenue Code References to the "Internal Revenue Code" or to its provisions are to the Internal Revenue Code of 1986, as amended from time to time, and the corresponding Treasury Regulations, if any. References to the "Treasury Regulations," are to the Treasury Regulations under the Internal Revenue Code in effect from time to time. If a particular provision of the Internal Revenue Code is renumbered, or the Internal Revenue Code is superseded by a subsequent federal tax law, any reference shall be deemed to be made to the renumbered provision or to the corresponding provision of the subsequent law, unless to do so would clearly be contrary to my intent as expressed in my will. The same rule shall apply to references to the Treasury Regulations. Page 37 (b) Headings of Articles, Sections, and Subsections The headings of Articles, Sections, and subsections used within my will are included solely for the convenience and reference of the reader. They shall have no significance in the interpretation or construction of my will. (c) Governing State Law My will shall be governed, construed and administered according to the laws of Pennsylvania as from time to time amended. Questions of administration of any trust established under my will shall be determined by the laws of the situs of administration of such trust. (d) Notices Unless otherwise stated, whenever my will calls for notice, the notice shall be in writing and shall be personally delivered with proof of delivery, or mailed postage prepaid by certified mail, return receipt requested, to the last known address of the party requiring notice. Notice shall be effective on the date personally delivered or on the date of the return receipt. If a party giving notice does not receive the return receipt but has proof that he or she mailed the notice, notice shall be effective on the date it would normally have been received via certified mail. If notice is required to be given to a minor or incapacitated individual, notice shall be given to the parent or legal representative of the minor or incapacitated individual. (e) Severability The invalidity or unenforceability of any provision of my will shall not affect the validity or enforceability of any other provision of my will. If a court of competent jurisdiction determines that any provision is invalid, the remaining provisions of my will shall be interpreted and construed as if any invalid provision had never been included in my will. I, Jeanpette Morri on, having signed this Will in the presence of ~.~~~,~, ~. ~.z~~.-e.r and GL r2, ~ Ck.~ who attested it at my request on this day, OC~O~-e:~ ~I , 2006, at • T ~ (l ' '~ ,declare this to be my Last Will and Testament. anisette Morrison, Tes trix Page 40 The above and foregoing Will of Jeannette Morrison was declared by Jeannette Morrison in our view and presence to be her Will and was signed and subscribed by the said Jeannette Morrison in our view and presence and at her request and in the view and presence of Jeannette Morrison and in the view and presence of each other, we, the undersigned, witnessed and attested the due execution of the Will of Jeannette Morrison on this day, (' ~b~e~ 3 ~ , 2006. ~,, ~ ~~ ~~ ,~, residing at ~ ~ ~--- ~~it--= -~ o , ~ " ;.,o, r' ~711~ residing at ~ ~~ I k~o~t ~i~ :~~- PENNSYLVANIA SELF PROVING AFFIDAVIT CU~OF -t~v~hS~ )V~h,O- ) r ) COUNTY OF ~ ~ ~'~' ~` t '~ ) I, Jeannette Morrison, the testatrix 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. Sworn to or affirmed and acknowledged before me by Jeannette Morrison, the testatrix, this day, ~~-1`z~,~ .~ ~3 I , 2006. G~ `~~~~ Morrison, Testatrix l" G ;l tary ublic COMMON ALTH OF PENNSYLVANIA Notarial Seal Amy M. Moya, Notary Public Lower Paxton Twp., Dauphin County My Commission Expttrs Jan. 29, 2008 Page 41 Member, Pennsylvania Assacletion of Notaries T '~I h 1 L }} ~` ) COUNTY OF ~~Q~v ~ ~1 "\ ) We, ~i)Sc;~~ C , (-~e; .Qf- and a ~ ' ~ the witnesses whose names are signed to the attached or foregoing inst ent, being duly qualified according to law, do depose and say that we were present and saw the testatrix sign and execute the instrument as her Last Will; that the testatrix signed willingly and executed it as her free and voluntary act for the purposes therein expressed; that each subscribing witness in the hearing and sight of the testat ~ tha timehl8 orl more years of age, of tsoundbmindf nd knowledge the testatrix was a under no constraint or undue influence. COMMONWEALTH OF PENNSYLVANIA Notarial Seal Public Amy M• MoYa, Notary • Lower Paxton Twp., Dauphrn County My Cwrtmisston Expires Jan. 29, 20 8 Member, Pennsylvania Association of Notaries Page 42 Witness