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HomeMy WebLinkAbout11-02-11PETITION FOR PROBATE AND GRANT OF LETTERS REGISTER OF WILLS OF CUMBERLAND Estate of Edward N. Pearce Jr. COUNTY, PENNSYLVANIA File Number 21 - ~ I ' ~' ~ ~~ also known as ,Deceased Social Security Number 177-24-47 Barbara Ann Groff Pearce Petitioner(s), who is/are 18 years of age or older, apply(ies) for: (COMPLETE A' or `8' BELOW:) ® named in the A. Probate and Grant of Letters Testamentary and aver that Petitioner(s) is/are the Executrix last Will of the Decedent, dated 1011112004_- and codicil(s) dated 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 a kel ng; and w sfneveroadjud sated an nt apac tated person, except as follows: § 3323 (g); did not have a child born or adopted; was not the victim of B. Grant of Letters of Administration (If applicable, enter: c.t.a.; d.b.n.c.t.a.; pedente life; durante absentia; durante minoritate) Petitioner(s), after a proper search, hasihave ascertained that Decedent left no Will and was survived by the following spouse (if any) and heirs (if Administration, c.t.app. or d.b.n.pc.t.a., enter date of Will on Section A above and complete list of heirs); was not the victim of a killing; was never ptlovidledted23 Pa.aC.S iA t§ 3323 (g), except as followsrty to a pending divorce proceeding wherein grounds for divorce had been established as street address, town/city, township, county, state, zip Decedent, then ~_ years of age, died on 10103/2011 at 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 situated as follows: N/A All personal property Personal property in Pennsylvania Personal property in County $ 1,200.000.00 Total 1,200,000.00 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 Signature Typed or printed name and residence Barbara Ann Groff Pearce 203 E. Clearview Drive _ Camp Hill, PA 17011 Form R W-OZ Rev. 12-26-2010 (interim form, pending action by the Court) Copyright (c) 2006 form software only The Lackner Group, Inc. (COMPLETE IN ALL CASES:) Attach additional sheets if necessary. ?~ ~-- -=r Decedent was domiciled at death in C~~mharland _ County, Pennsylvania with his /her last principal residence at 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. Sworn to or affirmed an~ bscribed before me this ~~ day of I~C','~ ~rL ~~''~-r ',~ ` ~'' ~ ~'~.l~ll~ or a Register ofPersonalR r tative Barbara Ann Groff Pearce Signature of Personal Representative C7 ~. C~ - - 'ersonal Representative - p -:_ :7 - - --_: r- _-rn File Number: 21 '" ~~ . I I /~ ~~!~ :~ ~ Estate of Edward N. Pearce, Jr. ,Deceased :`:-~ ,~ ~'- V Social Security Number: 177-24-4777 Date of Death: 10/03/2011 • ~ ~ ' e ~' C~ , in consideration of the foregoing Petition, satisfactory proof AND NOW, ' having been presented befor e, IT IS DECREED that Letters Testamenta are hereby granted to in the above estate and that the instrument(s) dated 10/11/2000 described in the Petition be admitted to probate and filed of record as the last Will (and Codicil(s)) of Decedent. FEES 1"'f /~ Letters .......................................... $ / /V~ • - Short Certificate(s) ....................... $ ~' }, ~~ Renunciation(s) ............................ $ ~' C~ ~ ~~ j $ :~'~ $ $ $ $ $ $ TOTAL ................................... $ ~ r~~ ' ~~ -, egister of Wills 1 ' ' ' Attorney Signature: ,~ - ~ ~f ~) Attorney Name: James D. Bo a Supreme Court I.D. No.: 19475 Bogar 8~ Hipp Law Offices Address: One West Main Street Shiremanstown, PA 17011 Telephone: (717) 737-8761 Page 2 of 2 Form RW-OZ Rev. 10-13-2006 Copyright (c) 2006 form software only The Lackner Group, Inc. LOCAL REGISTRAR'S CERTIFICATION OF DEATH WARNING: It is illegal to duplicate this copy by photostat or photogra~)h. Fee tier this; eertil3c Itc ih-U(i ~~~'~~~~ ~ Tln~ Is to ~~lh ~ 1 (l,~ n)ic ,n )t r ;)~ t 1°~ a is ~ t;r~~ ~/yjj. =_ ~ ~ ~ ` ff CC~ttt ITV r:Oplt_tl il+ 1 :Iti t I I ld) ( (Il1lC t c err[ OC~!!f? / ` ~ o ,, du~~ r;izd ~„rrl s»~ ,(~~ 1.1>~.(~ EZC'r~,ll~l, ~,~ t,~,~~~1~~)~ ceruii !i '- t r' + ~ ~` li ~ zz~ ca c 1 ? ,) ~r ,varclrtl t ~ tizt~ Star' ital o. ~~~~ ,- - ~~~ Reck)r~is Oti,~r 3,~r ,°rt~~~)nr'n! Dili t<_~. P 17645387 - - `~ 9 __ P r ~~ -" '~ 9TM '; ii (J ) l~~ (~ ~at"sh~n- rj t ~1 ~" ~ Certrfic~)ito~) Nul:~her E~T nF ,~"1 . - - _-- -- - -- - - -- _ ~7 ,; 0 I r ~ _ `r ` r r7 t _ ,>'~ ~J ~_~ ~ " _~ --i : .. ~'~ L% #". "T'T H105-tai REV 1112006 COMMONWEALTH OF PENNSYLVANIA • DEPARTMENT OF HEALTH • VITAL RECORDS TYPE /PRINT IN PERMANENT CERTIFICATE OF DEATH BLACK INK (See instructions and examples on reverse) 0 1 Name d Decedent (First, mimle, lest sunk) 2. Sea 3. Sodal $ecuny NanDer . _ ..`- V ••• a. Date d Deam jMOnm, my, yeerl Edward Northcote Pearce Jr. Male 177 _ 24 _ 4777 10/3/2011 5. Age (Last Birmmy) Under 1 err UMer t tla 6. Dale of &itn Monln, m , ear) 7. Birth lace antl state a bra Doan ) Ba. Place d Death CMCk on one 78 vrs. kbntlw Oays Hours Mnules 8/8/ 1933 Camden, NJ Hospital: }}O[[th,er. ^ mpatiaa ^ ER / Ougreeem ^ DOA lJ Nursing Home ^ Residence ^ Omer -specify: W. Cony of Deem &. City, Roro, Twp. d Deals etl. Facility Name (h Herr insdenion, give Street and wmbar) 9. Was Decedem of Hispanz Orgn? ~ No ^ res 10. Race: American IiMian, &ack, Wnile, etc. Cumberland East Pennsboro Golden Living Center-Camp Hill of Y"~ ~y cube^, S~ ( Mexican, Puerto Rican, etc.) Vlhlte 11. DecetlenYS Usual Oau Lion tend dwork tlane du' most of world file. W not stale retired t2. Was Decedent ever ro the 13. Decetlem's Educetion (Seedy any tghest grade corpleted) 1a. Mamal Status: Manieq Never Married, t5. Surviving Spouse (tf wile, give maitlen Hamel Kind of Work NiM d Rutiness! InUUtry U.S. Amed Faces? Elementary / Sewndary (0.12) e~aga (tt or St) W• Dharcetl (SPearhl Paaaryt EicBarti~.e Investment ^ veer ~ Na 4 Married Barbara Groff 76. DecedenYS Mtiling Atldress (Street city I town, state, zip code) Wcerlent's Did Decedent Pennsylvania 203 E. Clearview Dr AaaalReaitlence ,7a.sute Livema na ~rea.DecemntlJvedm Hamz)den Twp PA 17011 Hill tn. camry C(m)berland TO'"L4"p? t7d ^ ~ nt~ved whhin , CM/Sara 18. FameYS Name (Fret mdtlle, last, suf0x) 19. Molhefs Name (Rrst. midtlre, maiden surname) Edward Northcote Pearce Sr. Mar aret Dorothea Sharp 20a. InlamanYS Nertre (Type I Pnnt) 20D. Imorrmm's Maskg Amress (Street dry I burn, slate. zip code) Barbara Groff Pearce 203 E. Clearview Dr. Camp Hill, PA 17011 21 a. Memod a Disposition ^ Cremation ^ Donavan 21 b. Date of Disposition (Mmm, daY, year) 21 c. %ace a Dkpsdi^^ (Name dcaretery, crematory a Diner place) 21d. Location (Ciyl rows, slate, zip cede) C~ adal ^ RemwalfromSYate ~ wascremationorDa,.vonaalwdsee ^ ^ - ^ 10/6/2011 St. John's Church Cemetery Camp Hill, PA 17011 1 Examine/LeronaR Yes No Omer ~ S - . Signaae d F (tlr g as sacs) O 22c Name and Atldresa of FadN'y Neill Funeral Herne Inc FD 013239 L 3401 Market St. Camp Hil~, PA 17011 Caseate' 23ac any wiles candying id 23a. Tome a am oaurred a~ ~ Nre a 1 ^ r 23b. License Number 23c. Date S 9~ed (MOmh. daY, Year) a^ u not avagaDb at time d deem ro MYs nrtiy nwe a deem. (/`~ (, J~f/-`// A 7 ~! ' L / O - 3 - ~ ~ ~ Imms zazs must be aarpletee Dy person wro raaaxes deem za. cane a Deem ~~ zs. Dare Prorxurxed oa~~(Ma,m. day, y ~ / / Z 2s. :e Ralerreg,ro Meeiw E,tarnnar ! teeter roc a Reason omen man cremaban a Denson? i~' p . ~ M. ~ - C/ ~ J ^ ve ,~_ CAUSE OF DEATH (See Instructions and examples) ~ Approximate interval: Item 27. Part L Enter me debt d events - daeases, bwnas, or axnpNntions - tlut directly cauud me dnm. DO NOT alter terminal evenb suM as nrdac arrest Onset m Deem Part II: Eaer Omer signifinm condyaw axxdktin la main DW cwt resulDig h me uMerlying cause gNen in Pen I. 26. Dd 7alNao Use m? ^ Yes ^ P respirabry arrest, a vemriwgr fmdlatun wimod sMwirg the etiology. Lin any one team an line. NIMEDIATE CAUSE IF W ti ^ No UN1mwn r sease a carldNm resting ro death) ~' ~~ C//'` 29. M Femab~ _~ a. ^ Due m (or as a censequence Dry: Sep~noaW sst amdiiorrs, d arty. D. ~ ~ kadrig m the cause listed on ire a Nd gayrant wines peel Yea ^ Pregrnrwe al time d Beam . pn m (a as a EMa me UNDERLYING CAUSE c^~9^a^n ^ry: ^ Nor t but ant wimin 42 der Pre9na^ • Pre9^ Ys (dense a spry mat idnatea me a aroma reading m mom) LAST. a deem ^ Duero (err ere a c^^sa4te^c^ Dry: Na prafant. Od pregnant 43 tlays m ,year mro d m e. re ee ^ umnowm d pregrtanl wimin ma past year 30a. Was n Autopsy 30b Were Autopsy Fxdings ' 3t. d Deem 32a. Dare of Inpxy (Mmm, my, year) 320. DescnDe How Inury Oavrred 32c. Place d Injury: Home, Farm, Street Factory, Pedorred? AveaaDk Prior m Canpre Netaal ^ Honecitle Ofin &vdMg, ate (SPeary/ d Cause d Death? ^ Yee No ^ Yee No ^ Aadmnt ^ Pen6ng Investigation 32d. Tune d Irryury 32e. Injury et Work? 321. n TrerspMation Injury /Spxity) 32g. Locaton of injury (Street cnY l twin, state) ^ Sdcitle ^ Dould Nd ce Delernanetl M ^ Yes ^ No ^ OrNer/Operates ^ Panenga ^ Pemstnan Wier-Spea/y: 33e. cemrrer jaeck any ere) Ignamre erne r a • canny+rw pNrelden (PMamlan nrayire nine a enm wnem amoma pr~ysiaan Hera prax..,aaa mom am cormpame lam z3) ~(A To tlu Mrtd my knowbdga, deaN Oxuned deem meawe(a)and Hannan aseMed_________________________________ • e • PrataxkYg and eertllying phyakdan (Physcan Dam %o^^^^^m9 mein end cenny'xig m Huse d mom) Toth tarter m knowkd s deem oaurtedam s a t M l M d m ^ 33c. Licen/s~fNumbs lManm, year) Date S'~~eedd ~ y g , s ins, a e,a p an,r eem a nuae(a)ana msnnx ere attletl------------------ • ueelral Examiner/Coraar /~/ W/ ~U ~~ ~ ~/ 1.1 l /' ~ ~ ~r / V On me besre of mnllnetbn sntl/err Investlgetbn, In my opimm~, mom occurred at 1M inns, date, and place, and dw m the nuae(s) entl manner ere sated- ^ 3a. Name and pddrsaa o(persan wH~ t-0 ,m„I,r„r C ~of 9gam Iltan 2>) Type I Pnm I L . ~_ ~ fie- j 36. sr3~ mre a 36. Da Feed (MqM, my, Year) ~ / Q / Q ~~~ ( J/ G /f/ ' !f Disposition Permit No. ~~ ') J ~.1 •~ - WILL ~, -~= _~~ - ~~ , -p,„ ,; EDWARD N. PEARCE, JR. - ; _ ~-.~ -~ - _~ ~ _ -~ , I, EDWARD N. PEARCE, JR., of Camp Hill, Cumberland County, Pennsylvania, being of sound mind and disposing memory, though I realize the uncertainty of this life, I have full confidence and trust in my Lord and Savior, Jesus Christ, in His death on the cross for my sins and in His shed blood as an atonement for my soul; and I know by faith that because of His sacrifice on the cross for me I have eternal life, do hereby make and declare this to be my last Will, hereby revoking all my former Wills and Codicils: Article One: Tangible Personal Property: § 1.1 I bequeath all my tangible personal property to My Wife, Barbara Ann Groff Pearce, ("My Wife"), if she survives me. If My Wife does not survive me, then I bequeath all my tangible personal property in accordance with the terms of a personal property memorandum I may prepare. If no such memorandum is located or received by the Executor within 60 days after being appointed as such, after conducting a reasonable search for such memorandum, the Executor shall be held harmless for distributing such property as hereinafter provided. § 1.2 I bequeath such assets not disposed of by such memorandum, or all of such property if no such memorandum is located or received, to my son, Edward N. Pearce, III, per stirpes, to be divided in as nearly equal shares as reasonably possible. In the event of irreconcilable disagreement between beneficiaries, they shall take turns selecting individual items with my oldest beneficiary making the first selection. Any items not so selected shall be sold and the proceeds shall pass as a part of my residuary estate. § 1.3 To the extent practicable in the Executor's sole discretion, I bequeath any policies of insurance on such property to the beneficiary entitled to such property. § 1.4 I direct that the expenses of storing, packing, shipping, insuring and delivering any such property to the beneficiary entitled thereto shall be paid by the Executor as an 1 administrative expense of my estate. Article Two: Marital Trust: If My Wife survives me (and I direct that for the purpose of this Article Two she shall not be deemed to have survived me unless it appears unmistakably that she did survive me), and if the federal estate tax due because of my death will be reduced by making this gift for her benefit, I devise and bequeath to my Trustee hereinafter named, IN TRUST, the least amount (based upon values as finally determined for federal estate tax purposes) as shall be needed for the federal estate tax unlimited marital deduction to reduce the federal estate tax to the lowest possible figure after full use of all other deductions and credits allowable in calculating the federal estate tax, except that such amount shall be calculated without regard to the augmenting of my taxable estate by reason of generation-skipping transfers and without regard for any credit for state death taxes that would not otherwise be payable. Accordingly, I direct that: §2.1 If the marital deduction or any similar benefit is allowable with respect to any property, including property held by entireties, which My Wife has received prior to my death or at my death will receive otherwise than pursuant to this Article Two, the value of such property shall be taken into consideration in calculating the size of the gift under this Article Two. §2.2 No property ineligible for the marital deduction or any similar benefit shall be distributed to this gift for My Wife pursuant to this Article Two. §23 Either cash or investments or both may be allocated to the gift under this Article Two. §2.4 Any property allocated under this Article Two in kind shall be valued at the value at which it is finally included in my gross estate for federal estate tax purposes, provided that the aggregate market value thereof on the date of allocation (plus the value as finally determined for federal estate tax purposes of all other property qualifying for the marital deduction) is at least equal to the dollar value of the marital deduction as finally determined for federal estate tax purposes. §2.5 My Wife shall be paid the entire income from the principal in such periodic installments as the Trustee shall find convenient, but at least as often as quarter- annually. §2.6 My Wife is hereby given a power to appoint by will to her estate or to others, in such manner and for such estates as she may appoint, exercisable only by specific reference by her alone and in all events over the principal of this trust. 2 §2.7 As much of the principal of this trust as the Trustee may from time to time think advisable for the support of My Wife or during illness or emergency shall be either paid to her or else applied directly for her benefit by the Trustee. §2.8 In addition to the above provisions, My Wife shall have the power to withdraw such amounts from principal as she shall desire from time to time, including the entire exhaustion of principal. §2.9 If My Wife shall fail, either wholly or in part, to exercise effectively the power of appointment created in the preceding, the unappointed principal shall be added to, and thereafter treated as part of, the principal of my residuary estate passing under Article Three hereof, provided that the Trustee shall first deduct and pay to the personal representative of My Wife's estate an amount equal to the increase in federal and state death taxes and any increased administration expenses which her estate will have to pay because of the inclusion of the principal of this trust in her estate for tax or administration purposes. §2.10 If any provision of my will shall result in depriving my estate of the marital deduction for federal estate tax purposes, such provision is hereby revoked and my will shall be read as if any portion thereof inconsistent with allowance of the marital deduction for federal estate tax purposes is null and void. §2.11 If my property is insufficient for payment in full of all legacies and devises, I direct that this trust shall be preferred over all other legacies and devises. Article Three: Residuary Credit Shelter Trust if Spouse Survives ,and Ultimate Contingent Beneficiaries: If My Wife survives me, I devise and bequeath the residue of my estate of every nature and wherever situate, including property over which I shall have any power of appointment other than any such power given to me in any will or inter vivos trust of My Wife, to the Trustee hereinafter named, IN TRUST, for the following uses and purposes, it being my intention that this trust shall be exempt from federal estate tax to the extent of my unified credit amount: §3.1 Durin~My Wife's life. My Trustee shall pay the distribution amount set forth below to or for the benefit of My Wife during her life, in quarter-annual installments. §3.2 Distribution amount. The Trustee shall pay to My Wife in each tax year of the trust during her life an amount equal to three percent (3%)of the average of the fair market values of the trust as of the close of the last business day of the trust's three previous tax years (or such lesser number of tax years as are available for the first three tax years of the trust). In the case of a short tax year, the distribution shall be calculated as set forth in subparagraph 3.3 below. In the case of contributions to or distributions from the trust, including initial funding, the distribution amount shall be determined as set forth in subparagraph 3.4 below. §3.3 Short~ar. For a short tax year, the distribution amount shall be based upon a prorated portion of the distribution amount set forth above comparing the number of days in the short taxable year to the number of days in the calendar year in which the short taxable year is a part. §3.4 Contributions and Distributions. In a taxable year in which assets are added to or distributed from the trust (other than the distribution amount) (hereinafter "adjustment year"), the distribution amount shall be increased (in the case of a contribution) or decreased (in the case of a distribution) by an amount equal to three percent (3%) times the fair market value of the assets contributed or distributed (as of the date or dates of the contribution or distribution), multiplied by a fraction, the numerator of which is the number of days from the contribution or distribution to the end of the calendar year and the denominator of which is the days in the calendar year. Further, the year end values for the two tax years preceding the adjustment year shall be increased by the amount of such addition, or decreased by the amount of such distribution, for purposes of determining the distribution amount for years following the adjustment year. §3.5 Fair market value computations. All computations of the trust's fair market value, or the value of any contributions or distributions as set forth above, shall include accounting income and principal, but no accruals shall be required. If the trust includes assets for which there is not a ready market, the Trustee shall adopt such method of valuation as he or she deems reasonable in his or her discretion under the circumstances. §3.6 Income earned in estate prior to trust funding. In addition to the distribution amount as determined above, the net accounting income earned in my estate and allocable to the residue shall be paid to the trust, and distributed to My Wife in addition to the distribution amount set forth above. §3.7 Source of distribution amounts. The distribution amounts from the trust shall be paid first from the net accounting income, next from net realized short term capital gains, then from net realized long term capital gains, and as necessary from the principal of the trust. §3.8 Discretionary distributions of additional amounts. In addition to the distribution amounts as set forth above, my Trustee shall distribute such additional amounts, if any, of accounting income, capital gain or principal to my said Wife as the Trustee, in his or her sole discretion, deems advisable for My Wife's health, maintenance and support in her accustomed standard of living, taking into account 4 other income or assets which are mailable to her. If My Wife is a Trustee, she shall not have part in a decision to make discretionary distributions. §3.9 Death of wife. On the death of My Wife, or if My Wife does not survive me, all the remainder of the estate shall be distributed to my son, Edward N. Pearce, III, per stirpes, subject to the provisions of §3.9.3 hereinafter. §3.9.2 If I am not survived by any issue, per stirpes, all of the residue of the estate shall be divided into two equal shares and distributed as follows: A. One share shall be divided and distributed, per capita, to my friends, Ruth Wertz Rudy of Annville, PA, and James Koch of Aberdeen, MD, and My Wife's cousin, John Rees Geiter, Jr. of Narvon, PA, or the survivor of them. If none of these persons survives me, this share shall be given as a charitable bequest to the Harford Land Trust of Churchville, MD, and B. One share shall be divided and distributed, per capita, to my niece, Leslie Glenn Ferguson of Libby, MT, and to my nephew, Scott R. Ferguson of Colorado Springs, CO, or the survivor of them. If neither of these persons survives me, this share shall be divided and distributed equally as charitable bequests between Masonic Charities, Elizabethtown, PA and the Epilepsy Foundation of America. §3.9.3 I give to the Trustee hereinafter named any share passing hereunder for the benefit of any beneficiary of mine who shall not have attained the age of twenty-one (21) years, to be held, administered and disposed of in accordance with Article Four hereof (the "Beneficiary's Trust") for the benefit of such beneficiary. §3.10 Goal of trust and Trustee's power to alter distribution rate. The goal of this trust is to provide a relatively smooth flow of distributions to My Wife which distributions over the anticipated term of the trust may maintain to the extent practicable their real spending power in the face of inflation. A second and related goal is to maintain the real spending power of the principal of the trust for the remaindermen. It is my intent by using a total return trust, that is one which does not distinguish in investment goal (or distribution) between the production of income and short and long term capital gains, to eliminate any conflict of interest which the Trustee might otherwise experience between attaining the two goals set forth above. I have set the distribution rate at three percent (3%)based upon my hope that over long periods of time, this distribution rate can be maintained and still have the distributions increase sufficiently to offset inflation. If this goal is achieved, the principal of the trust will also have maintained its value. I recognize that these goals will not be attainable every year, or even over the long term. I accept that the setting of the three percent (3%) distribution rate is my own decision and recognize that the two goals set forth above may not be attainable as a result even if my Trustee acts with reasonable prudence. As a further safeguard, if the Trustee becomes convinced that the goals as set forth above cannot be attained as a result of substantial and long term changes in the investment marketplace; because of inflation, deflation, or other 5 secular economic change which would make advisable a change in the percentage distribution amount, then my Trustee shall have the discretion to modify such rate as he or she may deem necessary. Such a change in rate shall be within the sole discretion of my Trustee given the investment and distribution goals for this trust. My Trustee shall not be held accountable for such discretionary act by any party provided that he or she have acted in good faith. If My Wife is a Trustee, she shall not have part in a decision to make a change in the percentage distribution amount. Article Four: The Beneficiary's Trust: §4.1 The Trustee shall hold, manage, invest and reinvest the assets of the Beneficiary's Trust, collect the income thereof and: §4.1.1 While the beneficiary of the Beneficiary's Trust (the "Beneficiary") is under eighteen (18) years of age, the Trustee shall apply to or for the benefit of the Beneficiary so much of the net income and, if the net income is insufficient, so much of the principal of the Beneficiary's Trust as the Trustee shall from time to time deem necessary or proper for the Beneficiary's health, maintenance, support and complete education, including preparatory, college and graduate education, and professional, vocational or technical training, taking into account other available funds, including the Beneficiary's assets. The Trustee shall annually accumulate any net income not so distributed and add the same to the principal of the trust property. §4.1.2 After the Beneficiary attains eighteen (18) years of age, the Trustee shall distribute to or for the benefit of the Beneficiary the net income of the Beneficiary's Trust in quarter-annual installments, or more frequently if the Trustee deems it advisable, and so much of the principal as the Trustee shall from time to time deem necessary or proper for the Beneficiary's health, maintenance, support and complete education, including college and graduate education, and professional, vocational or technical training, and to assist the Beneficiary with reasonable wedding expenses, in the purchase of a principal residence or in the establishment of a profession or business considered a good risk by the Trustee, taking into account other available funds, including the Beneficiary's assets. §4.1.3 At any time after the Beneficiary attains twenty-one (21) years of age, the Beneficiary may withdraw any or all of the principal of the Beneficiary's Trust. §4.1.4 If the Beneficiary dies before the complete termination of the Beneficiary's Trust, the Trustee shall distribute the property then held in trust to such persons or corporations, (including the Beneficiary's estate), in such amounts and upon such trusts, terms and condition, as the Beneficiary by last Will may appoint by specific reference to this general power of appointment; provided, however, any 6 porClon of the trust property not subject to the Beneficiary's power of withdrawal immediately prior to the Beneficiary's death may only be appointed to one or more of the Beneficiary's issue, in such amounts and upon such trusts, terms and conditions as the Beneficiary by last Will may appoint by specific reference to this special power of appointment. Any property not so appointed shall be distributed to the Beneficiary's then living issue, per stirpes, or if none, then in accordance with §3.9.2 above. Article Five: Executrix/Executor: I appoint My Wife, Barbara Ann Groff Pearce, Executrix of this my last will. If Barbara Ann Groff Pearce fails to qualify or ceases to act as Executrix, I appoint my son, Edward N. Pearce, III, as my first, contingent Executor. All references herein to the Executor shall mean my originally appointed Executrix or my successor Executor, as the case may be. Article Six: Trustees: §6.1 As Trustees of the marital trust, I appoint My Wife and my son, Edward N. Pearce, III, to be Co-Trustees. Should either of them be unable or unwilling to serve as Trustee, or to complete the Trusteeship, the others shall continue to serve as the sole Trustee. Should neither of them be able or willing to serve as Trustee, or to complete the Trusteeship, I appoint Dean Witter Trust Company as contingent Trustee. All references herein to the Trustee shall mean my originally appointed Co-Trustees, or my contingent Trustee, as the case maybe. §6.2 As Trustee of the credit shelter trust, I appoint my son, Edward N. Pearce, III. If my son is unable or unwilling to serve as Trustee, or to complete the Trusteeship, I appoint Dean Witter Trust Company to be the first, contingent Trustee. §6.3 As Trustees of any trust set up under Article Four, I appoint the parent of the beneficiary and Dean Witter Trust Company to be Co-Trustees. Should the parent of the beneficiary be unable or unwilling to serve as Trustee, or to complete the Trusteeship, Dean Witter Trust Company shall continue to serve as the sole Trustee. §6.4 If Dean Witter Trust Company becomes the Trustee of any trust which may be created under this Will, I request the Trustee to work through the Morgan Stanley Dean Witter office, Harrisburg, PA, using the guidance of Stephen E. Trask, who is one of my financial advisors. Article Seven: Powers of Fiduciaries: §7.1 No fiduciary under this Will shall be required to give bond or other security for the faithful performance of the fiduciary's duties. §7.2 In addition to the powers conferred by law, my executor with respect to my estate, and my Trustees with respect to any trust, shall have the following powers, to be exercised in their absolute discretion without the necessity of application to any Court, in the capacity to which such powers may be applicable; except that they shall have no power as to the Marital Trust(s) which would disqualify it for purposes of the marital deduction: §7.2.1 To invest in, accept and retain any real or personal property, including stock of a corporate fiduciary or its holding company, without restriction to legal investments; §7.2.2 To sell, exchange, partition or lease for any period of time any real or personal property and to give options therefor for cash or credit, with or without security; §7.2.3 To borrow money from any person including any fiduciary actin hereunder, and to mortgage or pledge any real or personal property; g §7.2.4 To hold shares of stock or other securities in nominee registration form, including that of a clearing corporation or depository, or in book entry form or unregistered or in such other form as will pass by delivery; §7.2.5 To engage in litigation and compromise, arbitrate or abandon claims; §7.2.6 To make distributions in cash, or in kind at current values, or partly in each, allocating specific assets to particular distributes on a non-pro rata basis, and for such purposes to make reasonable determinations of current values; §7.2.7 To make elections, decisions, concessions and settlements in connection with all income, estate, inheritance, gift or other tax returns and the payment of such taxes, without obligation to adjust the distributive share of income or principal of any person affected thereby; §7.2.8 To allocate, in the Executor's sole and absolute discretion, any portion of my exemption under Section 2631(a) of the Internal Revenue Code to any property as to which I am the transferor, including any property transferred by me during my lifetime as to which I did not make an allocation prior to my death; §7.2.9 To create, except when the fiduciary is a beneficiary of the subject trust, with respect to all or any part of the principal of any trust hereunder, including a pecuniary amount, by a written instrument a general testamentary power of appointment within the meaning of Section 2041 of the Internal Revenue Code in any 8 beneficiary thereof and to eliminate such power for all or any part of such principal as to which such power was previously created and to divide trust principal into two fractional shares based upon the then portion of the trust that would be includable in the gross estate of the beneficiary holding such power if he died immediately before such division (in which case the power shall be over the entire principal of one share and not the other), with each share being administered as a separate trust, unless such fiduciary shall thereafter elect to combine such separate trusts into a single trust; to exercise the foregoing discretion to create or eliminate a general testamentary power of appointment when such fiduciary determines that the inclusion of the property affected thereby in the beneficiary's gross estate may achieve a significant savings in transfer taxes by having a federal estate tax in lieu of a Chapter 13 tax imposed by the Internal Revenue Code on the property subject to such power of appointment or may achieve significant income tax benefits; §7.2.10 To disclaim any interest or portion of any interest I may have in any estate if the Executor deems such disclaimer to be in the best interests of my estate and the beneficiaries thereof; §7.2.11 To terminate any trust created herein, the principal of which is or becomes too small in the Trustee's discretion to make the establishment or continuance of the trust advisable, and to make immediate distribution of the then remaining trust property to the beneficiary then entitled to the income of the trust property or, if there is more than one beneficiary, to the beneficiaries then entitled to the income of the trust property in proportion to their respective interests therein or, if such interests are not defined, in equal shares to such beneficiaries; provided, however, no Trustee shall participate in any decision to terminate such trust if by reason of such termination such trustee could receive a distribution of trust property from such trust as aforesaid. The receipts and releases of the distributee(s) will terminate absolutely the right of all persons who might otherwise have a future interest in the trust, whether vested or contingent, without notice to them and without the necessity of filing an account in any court; and §7.2.12 To merge any trust created hereunder with any other trust or trusts created by me or my spouse under will or deed, if the terms of any such trust are then substantially similar and held for the primary benefit of the same person or persons. §7.2.13 To invest in any type of investment which plays an appropriate role in achieving the investment goals of the trust, which investment shall be considered as part of the total portfolio. It is my specific direction that no category or type of investment shall be prohibited. I specifically do not wish to limit the universe of trust investments in any way other than is dictated by the Trustee's exercise of reasonable care, skill, and caution. In connection with the Trustee's investment and management decisions with respect to this trust, the Trustee is specifically entitled to take in account general economic conditions, the possible effect of inflation or 9 deflation, the expected tax consequences of investment decisions or strategies, the role which each investment or course of action may play within the overall trust portfolio which may include financial assets, interests in closely held enterprises, tangible and intangible personal property, and real property; the expected total return from income and the appreciation of capital; other resources of the beneficiaries, the needs for liquidity, regularity of income and preservation or appreciation of capital, and the asset's special relationship or special value, if any, to the purposes of the trust or to one or more of the beneficiaries. Nor shall my Trustee be limited to any one investment strategy or theory, including modern portfolio theory, the efficient markets theory or otherwise, but should be free to consider any appropriate investment strategy or theory under all the circumstances. The Trustee may delegate investment and management functions which a prudent person of comparable skills would properly delegate under the circumstances. Should the Trustee delegate such function, the Trustee shall exercise reasonable care, skill and caution in selection of an agent, establishing the scope and terms of the delegation consistent with the purposes and terms of the trust, and periodically reviewing the agent's actions in order to monitor performance and compliance with the terms of the delegation. Should such delegation occur as set forth above, the Trustee who complies with the requirements for delegation shall not be liable to the beneficiaries or to the trusts for the decisions and actions of the agent to which the function was delegated, but by accepting the delegation of trust function by the Trustee of this trust, the agent submits to the jurisdiction of the courts of this state. §7.2.14 The corporate trustee, acting alone and in its sole discretion, shall have the power to reform this instrument, with or without Order of Court, in order to make any changes necessary so as to preserve and make the best use of the Marital Deduction for Federal Estate Tax purposes and the exemption from generation- skipping transfer tax, or the Pennsylvania Inheritance Tax election to prepay Inheritance Tax under Section 9113(A). Any provisions of the Will shall be interpreted or reformed so as to preserve these benefits wherever possible, provided that such interpretation or reformation does not do violence to my primary intent to provide for My Wife and my son or his children. §7.3 For any trust created under this will for which Dean Witter Trust Company is either Co-Trustee or Trustee, the following provisions apply, in addition to any other provisions stated elsewhere in the Will. In the event of any conflict in provisions with respect to a trust, these provisions shall govern trusts for which Dean Witter Trust Company is the Trustee: §7.3.1 Administrative Powers of the Trustee: (a) The Trustee may, in the exercise of its discretion, invest and reinvest the available funds of the Trust Estate in, or exchange trust assets for, such securities and properties as the Trustee deems advisable regardless of whether such securities and 10 properties are of the kind and class authorized by law. (b) The Testator authorizes the Trustee, in the exercise of its sole discretion, without court order or approval, to invest and reinvest the assets of the Trust Estate in assets notwithstanding the fact that the Trustee, and Trustee's parent company or any of their successors, subsidiaries or affiliates (hereinafter collectively referred to as "Trustee's Affiliates") serves as the distributor, investment manager or otherwise provides services to such assets. Assets that the Trustee may acquire pursuant to the authority granted by this paragraph include, but are not limited to, load and no-load mutual funds; common trust funds; face-amount certificates; life insurance and other insurance products; annuities; limited partnerships; certificates of deposit; NOW accounts; and, money market savings accounts. The Trustee's Affiliates in issuing, distributing, managing or underwriting any assets acquired by the Trust Estate shall be entitled to receive their standard commission rates, management fees and other compensation without reduction for any compensation paid to the Trustee for its services. {c) The Trustee shall have full discretionary authority to make sales, purchases and exchanges of assets of the Trust Estate created under this Will to, from or through any securities broker/dealer owned by or affiliated with the Trustee or any unaffiliated persons, partnerships or corporations it may select, and settle transactions in the usual course of business. Such transactions may be effected through the securities broker/dealers at their standard commission rates and on terms and conditions offered to other similar clients. (d) The Trustee shall have the authority to vote all stocks and exercise all rights incident to the ownership of the stocks, bonds or other securities or properties held in the Trust Estate and to issue proxies to vote such stocks and to exercise such rights; to enter into voting trusts for such period and upon such terms as the Trustee may determine; to sell or exercise any and all subscription rights and stock options; to sell or retain any or all stock dividends; to consent to or join in any plan of reorganization, readjustment, merger, consolidation or liquidation in respect to any corporation whose stocks, bonds or other securities are a part of the Trust Estate, including becoming a member of any stockholders' or bondholders' committee; to accept and hold any new securities issued pursuant to any plan of reorganization, readjustment, merger, consolidation or liquidation; to pay any assessments on stocks or securities or to relinquish the same, and to otherwise exercise any and all rights and powers and deal in and with the securities and properties held in the Trust Estate in the same manner and to the same extent as any individual owner and holder thereof might do. (e) The Trustee may, in the exercise of its discretion, employ such agents, experts and counsel as the Trustee shall deem advisable, including but not limited to one or more of the Trustee's Affiliates, and to delegate any of the Trustee's rights, duties or 11 obligations, including without limitation, its discretionary powers, to and rely upon such information or advice furnished by such agents, experts or counsel; to receive in the Trustee's own behalf and to pay such agents, experts or counsel as the Trustee may employ for the protection or conservation of the Trust Estate reasonable compensation for services hereunder, and to deduct the same, as well as all other expenses and costs of administration, from the funds in the Trustee's hands. §7.3.2 Compensation of Trustee: (a) The Trustee shall be entitled to reasonable compensation as set forth in the most recent fee schedule as amended from time to time. Payment to Trustee shall be made directly from the assets of the Trust Estate. If Trustee invests in any securities or other investments issued, distributed or otherwise serviced by the Trustee's Affiliates, Trustee may include amounts invested in such securities or other investments in assets subject to its fees, notwithstanding the fact that the affiliate may also receive fees or compensation in connection with its services to or relationship with the investment. (b) The expenses of administration may be paid out of the principal of or the income from the Trust Estate, or partly from income and partly from principal, as the Trustee shall deem to be in the best interests of the beneficiaries of the Trust. §7.3.3 Resignation of Trustee: The Trustee may resign at any time by an instrument in writing filed with the trust records and mailed to the successor Trustee nominated herein, if any, otherwise to the person or persons entitle to appoint a successor trustee as provided herein. The Trustee's resignation shall take effect on such date, not earlier than thirty (30) days after the date of filing and mailing the written resignation, as shall be specified in such instrument of resignation. Upon the effective date of such resignation, the resigning Trustee shall be relieved of any further duties and responsibilities and shall not be liable or responsible for the act of any successor Trustee. §7.3.4 Provisions Applicable to Successor Trustee: The following provisions shall apply to any successor Trustee serving under this Will: (a) Any successor Trustee appointed under this Will shall have all the rights, powers, authorities and discretion conferred upon the original Trustee. No successor Trustee shall be obliged to inquire into or be in any way accountable for the previous administration of the trust property. (b) If any corporation or association nominated as a trustee herein or acting hereunder is merged with another corporation or association, or is succeeded by another corporation or association, through consolidation or otherwise, the new corporation or association shall thereupon become the corporation or association nominated as trustee herein or acting as trustee hereunder if such new corporation or 12 association has trust powers. When authorized by statute or court order, airy corporate trustee acting hereunder may permit itself to be succeeded as such corporate trustee by another corporation or association having trust powers. §7.3.5 Confidentiality: Trustee shall treat all information it receives about the provisions of this Will confidentially unless disclosure is required by law. Trustee may, however, give information on the Trust Estate to the Dean Witter Trust Company financial advisor. §7.3.6 Waiver of Bond. Testator directs that no bond be required of any Trustee acting under this Will. §7.3.7 Waiver of Qualification in Court: Any statutory requirement that the Trustee qualify, or that any trust under this Will be qualified, in any court of competent jurisdiction is waived by Testator. §7.3.8 Early Termination of Trust: The Trustee shall terminate any trust created under this Will when the Trustee, in the exercise of the Trustee's discretion, deems the continued administration of the trust to be unduly burdensome or expensive. Upon termination, the Trustee shall pay over and distribute outright whatever then constitutes the trust, including principal and all undistributed income, to the persons and in the proportions determined as though such trust had terminated immediately prior to the time specified in this paragraph. §7.3.9 Governing Law and Interpretation: This Will is made pursuant to, and shall be interpreted in accordance with the current laws of the Commonwealth of Pennsylvania; provided however, all questions relating to the construction and administration of any trust created hereunder shall be governed by the current laws of the state in which the principal place of administration of that trust is located at the time of reference. The principal place of administration of a trust means the corporate Trustee's principal place of business or, if none, the state of residence of the Trustee who retains custody of the principal assets and the records of the trust. Article Eight: Provision for Debts and Expenses: I direct that any of my legally enforceable debts, any expenses of my last illness, funeral and burial, and any of the administrative expenses of my estate shall be paid from the principal of that portion of my estate disposed of first by Article Two, and secondly by Article Three of this Will. 13 Article Nine: Provision for Taxes: All estate taxes, inheritance taxes, transfer taxes and other taxes of a similar nature payable by reason of my death to any government or subdivision thereof upon or with respect to any property subject to any such tax ("Death Taxes"), and any penalties thereon, shall be paid by the Executor out of the principal of that portion of my estate disposed of, first, by Article Two and, second, by Article Three of this Will; and all interest with respect to any such taxes shall be paid by the Executor out of the income or principal or partly out of the income and partly out of the principal of such portion of my estate, in the absolute discretion of the Executor, without reimbursement from or apportionment among the beneficiaries, recipients or owners of such property for any such taxes, penalties or interest; provided, however, the Executor shall not pay any such taxes, penalties or interest attributable to any property included in my estate solely because of a power of appointment thereover which I possess but have not exercised or any qualified terminable interest property; provided further, however, the Executor shall not pay any supplemental federal estate tax, or any penalties or interest related thereto, imposed by Section 4980A(d) of the Internal Revenue Code, which supplemental federal estate tax, together with any penalties or interest related thereto, shall be borne by the recipients of the qualified plan benefit (including my estate if it is a recipient of any such benefit) giving rise to such supplemental federal estate tax in proportion to their respective interests therein. Article Ten: Miscellaneous Provisions: § 10.1 As used in this Will, the term "Internal Revenue Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, or the corresponding provision of subsequent law. § 10.2 Whenever the Trustee is directed to distribute property to or for the benefit of any beneficiary who is under (a) eighteen years of age, or (b) a legal disability or otherwise suffers from an illness or mental or physical disability that would make distribution directly to such beneficiary inappropriate (as determined in the Trustee's sole discretion exercised in good faith), the Trustee may distribute such property to the person who has custody of such beneficiary, may apply such property for the benefit of such beneficiary, may distribute such property to a custodian for such beneficiary, whether then serving or selected and appointed by the Trustee (including the Trustee), 14 under any applicable Uniform Transfers to Minors Act or Uniform Gifts to Minors Act, may distribute such property directly to such beneficiary's estate, or may distribute such property directly to such beneficiary (except if any of the conditions hereinbefore described in (b) apply), without liability on the part of the Trustee to see to the application of such property. This provision shall not in any way operate to suspend such beneficiary's absolute ownership of such property or to prevent the absolute vesting thereof in such beneficiary. § 10.3 Except as otherwise may be provided in this Will, during the continuance of any of the trusts created under the provisions of this Will, and thereafter until the property is distributed to and received by any beneficiary hereunder, the principal sums thus held in trust for any beneficiary, respectively, and the income thereof shall not be subject to or liable for any contracts, debts, engagements liabilities or torts of such beneficiary now or hereafter made, contracted, incurred or committed, but shall be absolutely free from the same, and such beneficiary shall have no power to sell, assign or encumber all or any part of the principal sums or such beneficiary's interest therein, respectively, or the income thereof, or to anticipate the income. § 10.4 If any beneficiary hereunder should die within sixty (60) days after me or within sixty (60) days after any other person the survival of whom determines his rights hereunder, then such beneficiary shall be deemed to have predeceased me or such other person for all purposes hereunder. Article Eleven: Gender: Unless the context indicates otherwise, any use of masculine gender herein shall also include the feminine gender. IN WITNESS WHEREOF, I, EDWARD N. PEARCE, JR., herewith set my hand and seal to this, my last Will, typewritten on seventeen (17) sheets of paper including the self-proving attestation clause and signatures of witnesses, this / / day of ~ ~r ~ /~ ~ a ~nnn Signed, sealed, published and declared by the above named EDWARD N. PEARCE, JR. as and for his last Will, in the presence of us and each of us, who, at his request and in his presence 15 and in the presence of each other, have hereunto subscribed our names as witnesses thereto the day and year last above written. residing at ~ ~ 6 ~ ~ ~'o ~~-, ~' R ~ ,- S _ ~' ~~-- ~ : C~~Z~s-:~~-- residing at r ` ~-~-~ f~~"`~ residing at COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND j.7~~ S~~~w~~~~~ ~~ ~~~ ~U-/'t ~~ R L rn~v,~ ~/~ , i 70'7 c~ / D 7 /v, Z~/ ~ f~ , SS I, EDWARD N. PEARCE, JR., (the Testator), and ~/"~y ~. ~ u ~ ,< < r; r0 /~N L ~ir~/„rf~.v and /~~ K~~~ ~~ ~ r ~~ (the witnesses), whose names are signed to the foregoing instrument, being first duly sworn, each hereby declares to the undersigned authority that the Testator signed and executed the instrument as his last will in the presence of the witnesses and that he had signed willingly, and that he executed it as his free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and 16 hearing of the Testator, signed the will as witness and that to the best of their knowledge the Testator was at that time eighteen years of age or older, of sound mind and under no constraint or undue influence. WITNESS: TESTATOR: ~~~ EDWARD N. PEARCE, JR. WITNESS: WITNESS: Subscribed, sworn to and acknowledged before me by EDWARD N. PEARCE, JR., the Testator, and subscribed and sworn to before me by ~~r r. ~ ~~ c.= ,- 1 ~ ~ day of ~ ~ ~rv ~~~ and ~ ~ ~ n rv ~ fr-7 r ~ r~ 2000. the witnesses, this Notary Public My Commission expires: 9 ~~ ~/~~ (SEAL) taT,uau sE~t eEp/~t ~,w. NorMnr ~~~~,yc}y HAMPTON ~N ~ YVYt~I ~ ~- C~IMISStON E10'IRES SEPT. 18, 2004 17