Loading...
HomeMy WebLinkAbout04-19-12t~ n ~ N ~ y. m 1 r PETITION FOR GRANT OF LETTERS ~° ~ -- r ,~ ~o .: REGISTER OF WILLS OF C, tJ/!}~E''GU4N d COUNTY, PENN~IE j~1IA y„ `-- `=~'d', ©-n ~ ' _ n _ ~,~ Petitioner(s) named below, who is/are 18 years of age or older, apply(ies) for Letters as-_s~~,ified bE~fiw, a$h~ ~t support thereof aver(s) the following and respectfully request(s) the grant of Letters in the apprc~riate orm:w Decede>i is Informati ,~'~ Name: J ~t„/te ~ ~u.cGiR/~r/ a/k/a: a/k/a: a/k/a: Date of Death: 03 =~f - ~v~z Decedent was domiciled at dea ~. 2u9.~~ principal residence at ?'~3 0~ Sf Decedent died at Estimate of value of decedents property at death: is File No• (Assigned by Register) Social Security No: !7Q- 3~ - GG /8 Age at eath• G~ If domiciled in Pennsylvanla ............................ All personal property If not domiciled in Pennsylvania ........................ Personal property in Pennsylvania If not doneiciled in Pennsylvania ........................ Personal property in County Value of real estate in Pennsylvania ........................................................ . _ TOTAL ESTHbIATED VALUE... . Real estate in Pennsylvania situated at: 703 ` (Attach additional sheets, if necessary.) Street address, ~7 County his/her last $ < /4 000 Office and Zip Code < City, Township or Borough County (~ A. Petition for Probate and Grant of Letters Testamentary Px~ ~i l ' Petitioner(s) aver(s) he/she/they is/are the Executor(s) named in the last Will of the Decedent, dated ~G -~'~ "~'O/ ~ and Codicil(s) thereto dated M/fil State relevant circumstAncea (Gg, renanciation, death ojezecator, etc.) Except as follows: after the execution of the instntment(s) offered for probate Decedent did not marry, was not divorced, was not a party to a pending divorce proceeding wherein the grounds for divorce had been established as defined in 23 Pa. C.S. § 3323(8), and did not have a child born or adopted; and Decedent was neither the victim of a killing nor ever adjudicated an incapacitated person. NO EXCEPTIONS ^ EXCEPTIONS B. Petition for Grant of Letters of Administration (If applicable) e.t.a., d.b.n., d.b.n.c.t.a., pendente life, durance absentia, durance tninoritate If Administration, c.~a. or db.n.c.ta., enter date of Will in Section A above and comalete list of heirs. Except as follows: Decedent was not a party to a pending divorce proceeding wherein the grounds for divorce had been established as defined in 23 Pa. C.S. § 3323(8) and was neither the victim of a killing nor ever adjudicated an incapacitated person. ^NO EXCEPTIONS ^ EXCEPTTONS 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 (attach additional sheets, if necessary): Name Form RW-01 rev. !0/!l/107/ PagB 1 Of 2 Oath of Personal Representative COMMONWEALTH OF PENNSYLVANIA COUNTY OF } } SS: } ~~ticial Use:~lY ~~ . Tt lr . ' rn~n -a ~v N , G c~? ' ~ ~wz Z tJ ~ ~ ~~ 7rr r °. •- ~2 ~ .Petitioner(s) Printed Name Petition r(s) Printed Addr~ .~ "' ~n ~~ ~I tom' dUSffN H . TdcC~N/TI .\n" _,.: ~~ ~ O/3E12i vT ~'HR~/iC U/16 ,f riO~s The Petitioner(s) above-named swear(s) or affirm(s) the statements of Petitioner(s) and that, as Personal Representative(s) of the c Sworn t~~jjf u-med a bsc me this7f~Jaatof~~~/~,~ R¢gister re true and correct to the best of the knowledge and belief well and truly administer the estate according to law. Date yy-/F "-zO~Z Date Date Date BOND lte~uired:,~},~~5- QNO FEES: Letter .................... $ `6b (~ Short Certificate(s)...... r 6 ( )Renunciation(s)........ . ( )Codicil(s) ............ . ( .)Affidavit(s)........... . Bond ........................ Commission .................. . ...... Automation Fee .............. . JCS Fee . ............ ...... O TOTAL ..................... $ To the Register of Wi![s: Please enter my appearance by my signature below: Attorney Signature: Printed Name: Supreme Court ID Number: Firm Name: Address: Phone: Fax: Email: DECREE OF THE REGISTER Estate of ~/1~! ~l ~. ~ h ~ %11 ~ File No: a/k/a: AND NOW, f ~ Q 'n consideration of the fore oing Petition, satisfactory proof havit g been presented before me, IT I CREED t r~-a/n G/) /` are hereby granted to / i e above estate and (if applicable) that the instrument(s) dated 6 described in the Petition be admitted to probate and filed of record as the last Will (and Codici}(s)} o_ eceden ~/ A ij _ Form RW-01 rev. l0/11/1011 _. _. x~os.aos xEV ~wi~J / LOCAL REGISTRAR'S CERTIFICATIt1N OF DEATH 1AIA~flMi~lQ tt i~ illegal to duplicate this copy by; photostat or photograph. Fee,for this<eertlficate, $b,0(? This is? to `c~f7' that the information here given is correctly cvpiec~ from an original Certificate of Death duly filed with the as Local <Registrar. 'Ibe original . certificate wvill be forwarded to the State Vital Records Office for permanent filing, P 18195136 Certification Number Local Regis Date Issued rnar mrr~owwiu»~or+~mwua~. oinun~roc frxni. Mn~u ~aa ""'" CERTIEICA7E 4~ OEATH faw.~ fr1, +r Dominic John ttilginiti t~hla - 179-34-6618 larch 19 tbi2 yeiaf wr«y~ wan f o ~ . ° ~ . ~ . a .n . nw October 4 1949 + . >w~naare.lo~..a ~ ~t afa.e.r.~.e++~,. 703 Robert's a+warra~ ' eMe> 4M ~~ ~~In~RMMfiMCInRMad T'1BGFMnI~tD,'9 ~rlCa. a awr m Q.. w af...w, Q 1»~w Q Mwr wrA~r . a~ >z f«f, .. ssverio ti ' u- .... ,~ .a g z ra1kM~ qww , . aawnru. nsa o«.aasr... ~ . aawnil .: ... ~~ _. - .,. .. `~ ~ - . .:. ,.. .. - ,. U~i~..Utld :.: owwr.n ;/la~Y ,rMtllrpa~rrYiyw aw{ Q~wfnwerr 1>www~ <.. 23~ 2Q1 _ Roll ~ Gr9el1 Oeey, l _. w,.Ml~ .: _. r M Mr«~M, Y Uer+F1M+~iw . C'rllp Hilly PA #:7011 ~-7 :: i9.T38d30 fh ~lrrr~IQ~AilUnli~NlWiRi IWYN- '. lMrn• niYMdlvle y~ariffaa~aawtilnW~11MN1rdMN. tl`tlsNnll«~MrM~rtlrduMwN ~wMk'«MCwNhn~witwnwMle M. ~ a Mp4wnr fir. tJrd tlw'Me• wNe. ('J fnww pwy.~afa.fatip.w ~~1e.r.rtUe.f~a. Ors.u1w.rww~ Qwwer. Q flyf~drN~MrYr~a~Y~ fl,yeM~ Mrka•MWnwNWSMWw Q l7MVMln Q fwrallyeaM.lMnsyr W4wYeKwro~,nYa.e iYMn pidYn Q'wtlw ~YWw QAllMrr~MMj M. Ma q~. ~YR«1110s QCflllu« '. Q61W~MYIRQIYIIOIN O MtlwIeH~MhLKKiN f'K OiMn ~b Q ewne~. Qwwr.~+.aaw.aanfn~.ana awv.aw tw w~rtwn.wie G..mw~exra. aiiwwww.M0.eeeiwhaArM~M1yw po.nh0 QwwrIMWN1 tt. « a to t ff7w nWhY~ aMWMr« pa~"«~ OOll4n IpL.IlONf0. Q w~iw~w~ _Qtwan pOtlrrNak Wn4r ~. tar ll~n~OL ~~• M•r4an1d1waMWw~w~ Qw«wrw aoe~Y wierdMa tun M o 1~n 0 O ~swY~ tM w 1 . w r 'wwM~.wra 3 -- ~ / 2sy. y Z0 ~ ~ n w« wrar o.Awwr a ~rorii~i > rw w 70. hrtt'Eirrdepwwa M~M~wmwMweas=Mre MiaW uYw lM Mah. UOlgt «or lwiW~w wi~rWw<ras rmt M1nY: wpMwP~+«CaMaA~,MrlYwtle~rnAMfMiMillMakMp. 00NDT~MIIEVNI E. MMOnM~~"bis an~Yr... Md~dAlknM YM/Mm«v- ^ wanourtc~ueE - . ~hLur-•OM~g ~.plsfiw K'6SDha?'IT'V F«~~'Yr'C (FWBwr~wwMWn O «tMgrra ~` - ~ e. Ll~wm1G, o6531i'+~7%.C PM.~an- ~1SC~ w,* t/~x.~i Ih . ~ ~ ~ . ~ . Mals~Mdwat+Iw» ~MMM4~a tawUY t ~~ MMCb(Y dIMIr.}Wk1 Ol) : Wrwewprr'+.~ ~aMiliuwwwm•+AMFi d. Isi«Vd4R. thM ro y «• m~~~ M: ~ L GlwwnN nel teYp•Iryk u~x1~Y~m N'M In Mnt MM17 QxaNwa.~anraw ja t ui:r+~eta~~e.wn Qv« ~,QrraY'W fY. a NrwM a a rrwrrawirawu Q ^e Q inane+w K.r«e p ~r rw.ywr,ea..,oawu~n~ar.«wa >,+w. Qo.r.af.rf.«wa ~j~p.rf.wfa~aaa.,.f.Yr..frfw.e.an uo.e. wwr Q ur~.war~..wfner.f.w u ww rwa Mw. ne~n.:«nafswedwwFaAoou n n*.y~sr.« rn.~r«,aMwof. qv~a qW 1L O~wMtiw miry pr« tfrovlor.«r a..Yaw D w. -+•w a aurpo.aM ask []caeA4a~re«•atn.frta UraNr4lriaaawwdwatlrnwW.rwww•rwe Qne~oraK.~ IMMRM«p ~MNwn.naaa.wn.,eab anlMu.waw«1n.awN4w~nwia.nW OM.rrr.. ~ r«x~wen.~~nan+o~e«a garaau~fw~..e~u,*+ar«.wreufeearwwplM+~rwnrw ' . ,kw,.wan.:MD4~3[~3 fi~uw.wertlMr 11WdwIMw: •D Mc.iC ~ _ N ~ ~J s ~~ `~ 7 ~ f~7 )~ A { i •_" ~ w G3 0729377 N1°''"' o-.~xrb. ~vfnno» ~. Last Wiil and Testament ~ N ~~ of ~~~ Dominic J. Fulginiti ~'~ ,~ ~~~ c_', t~i I, Dominic J. Fulginiti, a resident of Mechanicsburg, Cumber ~ Counl"y, 4;,, Pennsylvania, revoke any prior wills and codicils made by me and declaze s to be Last Will and Testament. Article One Family Information I am married to Susan H. Fulginiti. We were married on July 14, 1984. Any reference in my Will to my wife is to Susan H. Fulginiti. I have two children. They aze: Samuel Scott Fulginiti, a/k/a S. Scott Fulginiti, born on March 23, 1965; and Carolyn Nicole Lindgren, a/k/a Cazolyn Nicole McKinley, a/k/a Carolyn Nicole Townsend, a/k/a Cazolyn Nicole Fulginiti, born on February 16, 1966 All references to my children in my Will aze to these children. References to my descendants are to my children and their descendants, including descendants of any deceased child. Article Two Specific and General Gifts Section 2.01 Disposition of Tangible Personal Property I give all my tangible personal property, together with any insurance policies covering the property and any claims under those policies in accordance with a "Memorandum for Distribution of Personal Property" or other similaz writing directing the disposition of the property. Any writing prepazed according to this provision must be dated and signed by me. If I leave multiple written memoranda that conflict as to the disposition of any item of tangible personal property, the memorandum with the most recent date will control as to those items that are in conflict. Page 1 If the memorandum with the most recent date conflicts with a provision of this Will as to the specific distribution of any item of tangible personal property, the provisions of the memorandum with the most recent date control as to those items that are in conflict. I intend that the writing qualify to distribute my tangible personal property under applicable state law. Section 2.02 Contingent Distribution of Tangible Personal Properly I give any tangible personal property not disposed of by a written memorandum to my wife, if she survives me. If my wife does not survive me, I give 50% of the property to S. Scott Fulginiti and Cazolyn Nicole Lindgren, or the survivor of them, and 50% of the property to Dwight F. Horner. As an alternative, my Executor may sell all or any portion of the property and distribute 50% of the net proceeds to S. Scott Fulginiti and Carolyn Nicole Lindgren, or the survivor of them, and 50% of the net proceeds to Dwight F. Horner. My Executor will not incur any liability to any party for decisions made by my Executor with respect to the division or -sale of my tangible personal property. Any decision made by my Executor will be final and binding on all of my beneficiaries. Section 2.03 Definition of Tangible Personal Property For purposes of this Article, the term "tangible personal property" includes but is not 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 pazaphernalia. Section 2.04 Incidental Expenses and Encumbrances Until property distributed in accordance with this Article is delivered to the appropriate beneficiary or to the beneficiary's legal representative, my Executor will pay the reasonable expenses of securing, storing, insuring, packing, transporting, and otherwise caring for the property as an administration expense. Except as otherwise provided in my Will, my Executor will distribute property under this Article subject to all liens, security interests, and other encumbrances on the property. 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, will be referred to in my Will as my "residuary estate." Section 3.02 Disposition of My Residuary Estate If my wife predeceases me, my residuary estate shall be administered as provided in Article Five entitled "Distribution to My Beneficiaries." Page 2 r If my wife survives me, I give my residuary estate to my wife. Section 3.03 Disposition Upon Disclaimer by My Wife My wife shall have the right within the time and in the manner provided by law to disclaim her right to receive a specific portion or all of the property passing to or for her benefit under my Will. If my wife disclaims any portion of the property that would otherwise be allocated to her, my Executor shall allocate the disclaimed property to the Non-Marital Shaze and the Non-Marital Share shall be administered as provided in Article Four entitled "the Family Trust." If my wife disclaims any interest she has in any portion of the Family Trust, my Executor shall dispose of the disclaimed interest under the provisions of my Will as though she had predeceased me. Article Four The Family Trust My Trustee shall hold and administer the Non-Marital Shaze in trust as provided in this Article. The trust will be referred to as the "Family Trust." Section 4.01 Family Trust Beneficiary My wife will be the only beneficiary of the Family Trust during her lifetime. Section 4.02 Distribution of Income My Trustee shall distribute all of the net income of the Family Trust to my wife at least quarter-annually during her lifetime. Section 4.03 Distribution of Principal My Trustee shall distribute to my wife as much principal of the Family Trust as my Trustee determines is necessary or advisable for her health, education, maintenance and support. Section 4.04 Guidelines to My Trustee My wife is the only beneficiary of the Family Trust. In making discretionary distributions under this Article, my Trustee should beaz in mind that my primary concern and objective is to provide for the well-being of my wife and the preservation of principal is not as important as the accomplishment of this objective. Section 4.05 Termination of the Family Trust The Family Trust will terminate upon the death of my wife. My Trustee shall administer the balance or remainder of the Family Trust as provided in Article Five entitled "Distribution to My Beneficiaries." Page 3 ~ f. 1 ~ Article f ive Distribution to My Beneficiaries Upon the death of the survivor of my wife and me, the Distribution to My Beneficiaries will be administered under the terms of this Article. Section 5.01 Division of Remaining Trust Property My Executor or my Trustee, as the case may be, shall divide all property allocated to this Article into shazes as follows: Name Relationship Share S. Scott Fulginiti son 13.34% Cazolyn Nicole Lindgren daughter 13.33% Stephen S. Fulginiti brother 13.33% Dwight F. Horner brother-in-law 40% Trust for Grandchildren grandchildren 20% Each beneficiary's shaze will be administered as provided in the Sections that. follow. Section 5.02 Distribution of the Share-for S. Scott Fulginiti The shaze set aside for S. Scott Fulginiti is to be distributed to him outright. If S. Scott Fulginiti is deceased, his share is to be distributed, in equal shazes to Taza B. Fulginiti and Noah Z. Johnson, or to the survivor of them, or if none, to the surviving beneficiaries named in Section 5.01. If there are no other surviving beneficiaries his share will be administered as provided in Article Six entitled "Remote Contingent Distribution." Section 5.03 Distribution of the Special Needs Trust Share for Carolyn Nicole Lindgren My Trustee shall administer the share set aside for Carolyn Nicole Lindgren in trust as provided in this Section. (a) Distributions for Special Needs My Trustee, in its sole, absolute, and unreviewable discretion, may distribute discretionary amounts of net income and principal for special needs of Cazolyn Nicole Lindgren not otherwise provided by governmental financial assistance and benefits, or by the providers of services. "Special needs" refers to the requisites for maintaining the good health, safety, and welfaze when, in the discretion of my Trustee, those requisites aze not being provided by any public agency, office, or department of any state or of the United States. Page 4 "Special needs" also includes, but is not limited to, medical and dental expenses, annual independent checkups, clothing and equipment, programs of training, education, treatment and rehabilitation, private residential caze, transportation (including vehicle purchases), maintenance, insurance, and essential dietary needs. "Special needs" may include spending money; additional food; clothing; electronic equipment such as radio, recording and playback, television and computer equipment; camping; vacations; athletic contests; movies; trips; and money to purchase appropriate gifts for relatives and friends. My Trustee has no obligation to expend trust assets for those needs, but if my Trustee, in its sole, absolute and unreviewable discretion, decides to expend trust assets, under no circumstances may any amounts be paid to, or reimbursed to, the federal government, any state, or any governmental agency for any purpose, including for the caze, support, and maintenance of Cazolyn Nicole Lindgren. (b) Objective. to Promote Independence of Carolyn Nicole Lindgren While actions aze in my Trustee's sole, absolute and unreviewable discretion, all parties to this trust agreement are to be mindful that it is my wish that Cazolyn Nicole Lindgren live as independently, productively, and happily as possible. (c) Trust Assets not to be Considered Available Resource to Carolyn Nicole Lindgren The intent of this trust is to supplement any benefits received, or for which the beneficiary may be eligible, through or from various governmental assistance programs and not to supplant those benefits. All actions of my Trustee must be directed towazd carrying out this intent and the discretion granted my Trustee under this agreement to carry out this intent is absolute. For purposes of determining Cazolyn Nicole Lindgren's eligibility for any governmental assistance program benefits, no part of the principal or undistributed income of the trust estate is to be considered available to her for public benefit purposes. Carolyn Nicole Lindgren does not have access to principal or income of the trust, and she has no ownership, right, authority, or power to convert any asset into cash for her own use. My Trustee shall hold, administer, and distribute all property allocated to this trust for the exclusive benefit of Cazolyn Nicole Lindgren during her lifetime. All distributions from this trust share aze in the sole and absolute discretion of my Trustee, and Carolyn Nicole Lindgren is legally restricted from demanding trust assets for her support and maintenance. In the event my Trustee is requested to release principal or income of the trust to or on behalf of Cazolyn Nicole Lindgren to pay for equipment, medication, or services that any government agency is authorized to Page 5 provide, or in the event my Trustee is requested to petition a court or any other administrative agency for the release of trust principal or income for this purpose, my Trustee is authorized to deny the request and is authorized in its discretion to take whatever administrative or judicial steps may be necessary to continue Cazolyn Nicole Lindgren's eligibility for benefits, including obtaining legal advice about Carolyn Nicole Lindgren's specific entitlement to public benefits and obtaining instructions from a court of competent jurisdiction ruling that neither the trust corpus nor the trust income is available to Cazolyn Nicole Lindgren for eligibility purposes. Any expenses of my Trustee in this regard, including reasonable attorneys' fees, aze a proper chazge to the trust estate. (d) Distribution Guidelines My Trustee is responsible for determining what discretionary distributions aze to be made from this trust. My Trustee may distribute discretionary amounts of income and principal to or for the benefit of Cazolyn Nicole Lindgren for those special needs not otherwise provided by governmental financial assistance and benefits, or by the providers of services. My Trustee shall add any undistributed income to principal. In making distribution, my Trustee: Shall consider any other known income or resources of the beneficiary that aze reasonably available; Shall take into consideration all entitlement benefits .from any government agency, such as Social Security disability payments, Medicaze, Medicaid (or any state Medicaid program equivalent), Supplemental Security Income (SSI), In-Home Support Service (IHSS) and any other special purpose benefits for which Cazolyn Nicole Lindgren is eligible; Shall take into consideration resource and income limitations of any such assistance program; Shall make expenditures so that Cazolyn Nicole Lindgren's standard of living will be comfortable and enjoyable; Is not obligated to or compelled to make specific payments; May not pay or reimburse any amounts to any governmental agency or department, unless proper demand is made by such governmental agency and reimbursement is required by the state; and Will not be liable for any loss of benefits. (e) No Seeking of Order to Distribute For purposes of determining Cazolyn Nicole Lindgren's state Medicaid program equivalent eligibility, no part of the principal or undistributed Page 6 income of the trust estate may be considered available to Cazolyn Nicole Lindgren. My Trustee shall deny any request by Carolyn Nicole Lindgren to (1) release principal or income of the trust to or on behalf of her to pay for equipment, medication, or services that the state Medicaid program equivalent would provide if the trust did not exist; or (2) petition a court or any other administrative agency for the release of trust principal or income for this purpose. My Trustee may, in its sole, absolute and unreviewable discretion, take necessary administrative or legal steps to protect Cazolyn Nicole Lindgren's state Medicaid program equivalent eligibility, including obtaining a ruling from a court of competent jurisdiction that the trust principal is not available to Cazolyn Nicole Lindgren for purposes of determining state Medicaid program equivalent eligibility. Expenses for this purpose, including reasonable attorneys' fees, will be a proper chazge to the trust estate. (f) Indemnification of Trustee When Acting in Good Faith My Trustee will be indemnified from the trust property for any loss or reduction of public benefits sustained by Carolyn Nicole Lindgren as a result of my Trustee exercising, in good faith, the authority granted to my Trustee under this Section. (g) Termination and Distribution of the Special Needs Trust If my Trustee, in its sole, absolute and unreviewable discretion, determines that Carolyn Nicole Lindgren is no longer dependent on others and is able to provide independent support, my Trustee shall administer the remaining property in accordance with the provisions that follow. "Independent support" is satisfied when Cazolyn Nicole Lindgren has been gainfully employed for thirty-three (33) months of a thirty-six (36) month period. The terms "gainful employment" and "gainfully employed" mean full- time employment that produces sufficient net income to enable Carolyn Nicole Lindgren to contribute not less than 100 percent of the funds (exclusive of other sources of revenue) that aze necessary to provide for the independent care, support, maintenance, and education of Cazolyn Nicole Lindgren. My Trustee, in its sole and absolute discretion, determines whether or not Carolyn Nicole Lindgren has satisfied the condition of gainful employment. (1) Distributions of Income and Principal My Trustee shall distribute to Carolyn Nicole Lindgren as much of the income and principal of her trust as my Trustee determines is necessary or advisable for her health, education, maintenance and support. My Trustee shall add any undistributed net income to principal. Page 7 (2) Guidelines for Discretionary Distributions In making discretionary distributions to Carolyn Nicole Lindgren, it is my desire to provide for her well-being and happiness. Although I request that my Trustee consider the other known resources available to Carolyn Nicole Lindgren before making distributions, I also request that my Trustee be liberal in making distributions to, or for her benefit. I acknowledge that the principal of the trust established for Carolyn Nicole Lindgren may be exhausted in making such distributions. (h) Distribution Upon the Death of Carolyn Nicole Lindgren If Cazolyn Nicole Lindgren dies after the establishment of her trust, but before the complete distribution of her trust, my Trustee shall distribute the remaining trust property to S. Scott Fulginiti and Stephen S. Fulginiti, or the survivor of them. If S. Scott Fulginiti and Stephen S. Fulginiti aze deceased, this share shall be distributed, in equal shares, to Lauren N. McKinley and Amanda M. McKinley, or to the survivor of them, or, if none, my Trustee shall distribute the balance of the trust property as provided in Article Six. (i) Distribution if Carolyn Nicole Lindgren is Deceased If Cazolyn Nicole Lindgren dies before the establishment of her trust, my Trustee shall distribute Cazolyn Nicole Lindgren's share to S. Scott Fulginiti and Stephen S. Fulginiti, or the survivor of them. If S. Scott Fulginiti and Stephen S. Fulginiti aze deceased, this shaze shall be distributed, in equal shaees, to Lauren N. McKinley and Amanda M. McKinley, or to the survivor of them, or, if none, my Trustee shall distribute the remaining property under the terms of Article Six. Section 5.04 Distribution of the Share for Stephen S. Fulginiti The shaze set aside for Stephen S. Fulginiti is to be distributed to him outright. If Stephen S. Fulginiti is deceased, his share is to be distributed, in equal shares, to S. Scott Fulginiti and to the Trustee of the Carolyn Nicole Lindgren Special Needs Trust, or if S. Scott Fulginiti is deceased, his share shall be distributed to the Trustee of the Cazolyn Nicole Lindgren Special Needs Trust. If S. Scott Fulginiti and Cazolyn Nicole Lindgren are deceased, the shaze shall be distributed to the Trust for My Grandchildren in accordance with the provisions of Section 5.07 hereunder. If there are no other surviving beneficiaries his shaze will be administered as provided in Article Six entitled "Remote Contingent Distribution." Section 5.05 Distribution of the Share for Dwight F. Homer The shaze set aside for Dwight F. Horner is to be distributed to him outright. If Dwight F. Horner is deceased, his shaze is to be distributed as follows: Page 8 12.5% to Mary Horner 25% to S. Scott Fulginiti 25% to the Trustee of the Carolyn Nicole Lindgren Special Needs Trust 25% to Stephen S. Fulginiti; and 12.5% to be held in Trust for My Grandchildren and administered in accordance with the provisions of Section 5.07 hereunder. If there aze no other named beneficiaries, his shaze will be administered as provided in Article Six entitled "Remote Contingent Distribution." If any of the named beneficiaries are deceased, their shazes shall be distributed, pro rata, to the surviving beneficiaries named in this Section 5.05. Section 5.06 Distribution of the Share for Trust for nny Grandchildren My Trustee shall divide the trust property for grandchildren into separate shazes for my living grandchildren. My Trustee shall administer the shaze for each of my living grandchildren in a sepazate trust for the benefit of the grandchild as provided in the next Section. Section 5.07 Administration of the Separate Trusts My Trustee shall administer the trust for each grandchild as follows: (a) Distributions of Income and Principal My Trustee shall distribute to the beneficiary as much of the income and principal of the beneficiary's trust as my Trustee determines is necessary or advisable for the health, education, maintenance and support of the beneficiary. Any undistributed net income shall be accumulated and added to principal. (b) Guidelines for Discretionary Distributions In making discretionary distributions to the beneficiary, it is my desire to provide for the well-being and happiness of the beneficiary. Although I request that my Trustee consider the other known resources available to the beneficiary before making distributions, I also request that my Trustee be liberal in making any distributions to the beneficiary. Distributions for the education of the beneficiary shall be considered a priorty. I acknowledge that the principal of the trust established for the beneficiary may be exhausted in making such distributions. (c) Right to Withdraw Principal When the beneficiary has reached any one or more of the following ages or if the beneficiary has already attained one of the following ages upon the funding of the trust created for the beneficiary, the beneficiary may withdraw from the beneficiary's trust, at any time or times, amounts not to exceed in the aggregate: Page 9 1/3 of the accumulated trust income and principal, after attaining age 21 years; Increased by 1 /2 of the accumulated trust income and principal not already subject to withdrawal (calculated by taking the total accumulated trust income and principal and deducting any amount already subject to withdrawal but not actually withdrawn), after attaining age 25 yeazs; and All or any portion of the accumulated trust income and principal, after attaining age 30 years. These withdrawal rights aze cumulative and the amount of each successive withdrawal right shall be added to any then existing withdrawal right. The amount of each withdrawal right shall be determined by applying the applicable fraction to the trust's principal and accumulated income as of the date the beneficiary first has the right to exercise the withdrawal right. The beneficiary may exercise this right. at any time by delivering written notice to my Trustee, setting forth the amount the beneficiary desires to withdraw. Upon receiving a notice, my Trustee shall convey and deliver to the beneficiary, free of trust, the amount requested in the notice. This right of withdrawal is a privilege that may be exercised only by the beneficiary and shall not be subject to the claims of any creditor or to legal process and may not be voluntarily or involuntarily alienated or encumbered. (d) Distribution Upon the Death of the Beneficiary If the beneficiary should die before the complete distribution of the beneficiary's trust, my Trustee shall distribute the remaining trust property to my surviving grandchildren, pro rata. If I have no living grandchildren, my Trustee shall distribute the balance of the trust property as provided in Article Six. Article Six 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 wife .then died intestate owning such property, all as determined and in the proportions provided by the laws of the Commonwealth of Pennsylvania then in effect. Page 10 Article Seven Designation of Fiduciaries Section 7.01 Executor I name my wife, Susan H. Fulginiti, as my Executor. If Susan H. Fulginiti fails or ceases to act as my Executor, I name the following, in the order named, as my Executor: Stephen S. Fulginiti; then S. Scott Fulginiti; and then Dwight F. Horner Section 7.02 Trustee I appoint the following as Trustee of the trusts created under my Will: (a) Trustee of the Family Trust Upon creation of the Family Trust, the following, in the order named, shall serve as Trustee thereof: Susan H. Fulginiti; then Stephen S. Fulginiti; and then S. Scott Fulginiti (b) Trustee of the Carolyn Nicole Lindgren Special Needs Trust Upon creation of the Carolyn Nicole Lindgren Special Needs Trust, the following, in the order named, shall serve as Trustee thereof: S. Scott Fulginiti; then Stephen S. Fulginiti; and then Rita Diane Salerno (c) Trustee of the Grandchildren's Trust Upon creation of the Grandchildren's Trust, the following, in the order named, shall serve as Trustee thereof: S. Scott Fulginiti; then Stephen S. Fulginiti; and then Cazol L. Fulginiti Page 11 Article Eight Trust Administration Provisions The provisions of this Article pertain to any trust created under my Will. Section 8.01 No Court Proceedings Any trust created under my Will is to 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 will 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 must be initiated in the court having original jurisdiction over matters relating to the construction and administration of trusts. Seeking instructions or a court determination will not subject a trust to the continuing jurisdiction of the court. Section 8.02 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 8.03 Removal of a Trustee No Trustee can be removed by any beneficiary, except for cause, which removal must be approved by a court of competent jurisdiction upon the petition of any beneficiary. In no event will the court petitioned to approve the removal of a Trustee acquire any jurisdiction over the trust except to the extent necessary to approve or disapprove removal of a 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 8.04 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 wife may appoint an individual or corporate fiduciary as successor Trustee. If my wife is unable or unwilling to act, a majority of the income beneficiaries of the trust may appoint an individual or corporate fiduciary 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 will 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. Page 12 Section 8.05 Notice of Removal and Appointment Notice of removal must be in writing and delivered to the Trustee being removed and to any other Trustees then serving. The notice of removal will be effective in accordance with its provisions. Notice of appointment must be in writing and delivered to the successor Trustee and any other Trustees then serving. The appointment will become effective at the time of acceptance by the successor Trustee. Section 8.06 Appointment of a Cotrustee Any individual Trustee may appoint an individual or a corporate fiduciary as a Cotrustee. A Cotrustee so named will 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 will not become a successor .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 8.07 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 8.08 Incapacity of a Trustee If any individual Trustee becomes incapacitated, it will 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 8.09 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 may 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 may 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 will be effective in accordance with the terms of the notice. Page 13 Section 8.10 Majority Action of Trustees If two Trustees are eligible to act with respect to a given matter, the concurrence of both are required for action to be taken; if more than two Trustees aze eligible to act with respect to a given matter, the concurrence of a majority of my Trustees aze required for action to be taken. A nonconcurring Trustee may dissent or abstain from a decision of the majority. A Trustee is absolved from personal liability by registering its dissent or abstention in the records of the trust. After doing so, the dissenting Trustee must then act with my other Trustees in any way necessary or appropriate to effectuate the decision of the majority. 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 8.11 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 8.12 Exoneration of My Trustee My Trustee is not obligated to examine the accounts, records or actions of any previous fiduciary. My Trustee is in no way or manner to be held 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 may not be held 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, will 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 will not apply to any distribution that qualifies for the federal estate tax charitable deduction. Page 14 Section 8.13 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 contracts, plans or arrangements providing for payment or transfer at death to such trust. My Trustee may not be held liable to any beneficiary for the death benefit election selected. My Trustee is not 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 are not 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 will fully dischazge 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 are subject to the .claims against my estate, nor aze such benefits to be subject to the control.of my Executor nor be included in the property administered as a part of my probate estate. Section 8.14 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 will 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 8.15 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 only applies 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 regazd 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 8.16 Trust Accounting Except to the extent required by law, my Trustee is not required to file accountings in any jurisdiction. Upon the written request of an income beneficiary of a trust created under Page 15 my Will, my Trustee must render an accounting to the income beneficiaries of that trust during the accounting period that includes the date of the written request. The accounting must include the receipts, expenditures, and distributions from the trust for which the accounting is prepared occurring during the accounting period.. If a tax return is prepared for a trust during a period for which a trust accounting is made, the Trustee's accounting must include a copy of that tax return. If there is no tax return prepared for the accounting period, the Trustee's accounting must include a balance sheet itemizing the trust property and my Trustee's reasonable estimation of the value of the assets held in the trust as of the date the accounting is completed. In the absence of fraud or manifest error, the assent by all income beneficiaries to a Trustee's accounting will make the matters disclosed in the accounting binding and conclusive upon all persons, including those living on the date of my Will 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 an income beneficiary who is a minor or who is incapacitated, that beneficiary's natural guazdian or legal representative may give the assent required under this Section. A beneficiary may object to an accounting rendered by my Trustee only if'the beneficiary gives written notice to my Trustee within 60 days after my Trustee renders the accounting. 'Any beneficiary who does not submit a written objection to the accounting is deemed to assent to the accounting. My Trustee shall make the trust's financial records and documentation available to beneficiaries at reasonable times and upon reasonable notice for inspection by the beneficiaries. My Trustee is not required to furnish any information regarding my trust to anyone other than a beneficiary. My Trustee may exclude any information that my Trustee determines is not directly applicable to the beneficiazy receiving the information. Section 8.17 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 sepazate account or trust. The separate trusts may be funded on a non pro rata basis provided that funding is based on the total fair mazket 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. Page 16 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 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 8.18 Authority to Terminate Trusts If, at any time, my Independent Trustee, in its sole and absolute 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 Independent Trustee deems it to be in the best interest of my beneficiaries, my Independent 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 wife, if then a beneficiary of the trust; If my wife 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 Independent Trustee may determine. Section 8.19 Changing the Governing Law and Situs of Administration My Trustee may, at any time, change the governing law of any trust created under my Will, remove all or any part of the property or the situs of administration of the trust from one jurisdiction to another, or both. My Trustee may elect, by filing an instrument with the .trust records, that the trust will thereafter be construed, regulated and. governed as to administration by the laws of the new jurisdiction. My Trustee may take action under this Section for any purpose my Trustee deems appropriate, including the minimization of any taxes in respect of the trust or any beneficiary of such trust, and may do so with or without providing notice to any beneficiary. If necessary, or if deemed advisable by my Trustee, my Trustee shall appoint an Independent Trustee to serve as trustee in the new situs. If necessary, and if my Trustee does not appoint an Independent Trustee within 30 days of my Trustee's action to change the governing law or situs of the trust, the beneficiaries entitled to receive distributions of net income under the trust may, by majority consent, appoint a corporate fiduciary in the new situs. If a beneficiary is a minor or is incapacitated, the parent or legal representative of the beneficiary may act on behalf of the beneficiary. Page 17 Section 8.20 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 is ineffective. Article Nine General Administrative Provisions The provisions of this Article apply to my probate estate and to any trust created under my Will. Section 9.01 No Bond No Fiduciary is required to furnish any bond for the faithful performance of the Fiduciary's duties, unless required by a court of competent jurisdiction and only if the court finds that a bond is needed to protect the interests of the beneficiaries. No surety is required on any bond required by any law or rule of court, unless the court specifies that a surety is necessary. Section 9.02 Fiduciary Compensation An individual serving as my Fiduciary, other than my wife, is entitled to fair and reasonable compensation for the services rendered as a fiduciary. A corporate Fiduciary is to 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 9.03 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 is a fiduciary under my Will or a corporate affiliate of a fiduciary and regardless of whether the entity is one in Page 18 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 chazging the same against the compensation to which the fiduciary is entitled under my Will. Any fiduciary who is a partner, stockholder, officer, director or corporate affiliate in any entity employed to assist or advise my Fiduciary may nonetheless receive the fiduciary's shaze of the compensation paid to the entity. Section 9.04 Exercise of Testamentary Power of Appointment A testamentary power of appointment granted under my Will may be exercised by a valid will or revocable living trust that specifically refers to the power of appointment. The holder of a testamentary power of appointment may exercise the power to appoint property among the permissible appointees in equal or unequal proportions, and on such terms and conditions, whether outright or in trust, as the holder of the power designates. The holder of a testamentary power of appointment may grant further powers of appointment to any person to whom principal may be appointed, including a presently exercisable limited or general power of appointment. My Trustee may conclusively presume that any power of appointment granted to any beneficiary of a trust created under my Will has not been exercised by the beneficiary if my Trustee has no knowledge of the existence of a valid will or revocable living trust exercising the power within 3 months after the beneficiary's death. Section 9.05 Determination of Principal and Income The Pennsylvania Principal and Income Act will govern beneficiaries' rights among themselves in matters concerning principal and income. If the Pennsylvania Principal and Income Act contains no provision concerning a particulaz item, my Fiduciary shall determine in a fair, equitable and practical manner what will be credited, chazged, and apportioned between principal and income. Notwithstanding any provision of the Pennsylvania Principal and Income Act or Pennsylvania law to the contrary, my Trustee shall treat distributions to any trust established under my Will from any qualified retirement accounts in any given yeaz as income to the extent the distribution represents income generated or treated as generated by any qualified retirement account for that year. In addition, my Trustee shall treat annuity and other periodic payments to any trust established under my Will in any given yeaz as income to the extent the distribution represents income generated and treated as generated by any qualified retirement plan for that yeaz; if income information is not available, then my Trustee shall apportion the annuity and other periodic payments between principal and income in a fair, equitable and practical manner in accordance with the guidelines set forth in this Section. "Annuity and other periodic payments" refers to distributions made to my Trustee over a fixed number of yeazs or during the life of one or more individuals because of services Page 19 rendered or property transferred to the payor in exchange for future payments and includes payments made in money or property from the payor's general assets or from a sepazate fund created by the payor, including a private or commercial annuity, an individual retirement annuity, a pension, profit-sharing plan, stock-bonus plan, stock ownership plan or similaz arrangement. 1. To the extent an annuity or other periodic payment is characterized as interest, dividend or other item of income or an annuity or other periodic payment is made in lieu of interest, dividend or other item of income; my Trustee shall allocate the payment to income. My Trustee shall allocate to principal the balance of the annuity or other periodic payment as well as any other payment received in the same accounting period that is not chazacterized as interest, dividend or other item of income. 2. To the extent annuity and other periodic payments aze made and no part of the payments aze chazacterized as interest, dividend or other item of income, my Trustee shall use the present value of the annuity and other periodic payments as finally determined for federal estate tax purposes and the Section 7520 rate of the Internal Revenue Code used to determine the value for federal estate tax purposes to prepare an annuitization table to allocate the payments between income and principal. 3. In the event that the amount of annuity and other periodic payments change because of changes in the investment mazkets or other changes, my Trustee shall allocate the change in the amount of the payments between income and principal in a fair, equitable and practical manner. If, to obtain an estate tax marital deduction for a trust established under my Will, my Trustee must allocate more of a payment to income than provided for by this section, my Trustee shall allocate to income the additional amount necessary to obtain the marital deduction. Section 9.06 Spendthrift Trust Provision This will, and all Trusts created hereunder, aze intended to qualify as Spendthrift Trusts. In addition, all interests in this will, or in any Trust hereunder, aze intended for the personal protection and welfare of Grantor's named beneficiaries, and no beneficiary shall be allowed to voluntarily or involuntarily assign or anticipate his or her interest in the income or principal of this will or any Trust hereunder, and no beneficiary's creditors, nor a spouse or former spouse of any beneficiary, shall be allowed to attach or otherwise reach any such interest before actual payment to the beneficiary. If any beneficiary shall become the subject of a judgment or court order, then during the period in which such judgment or court order remains in effect, such beneficiary shall only be permitted to receive distributions from any Trust created for the benefit of such beneficiary at the discretion of the Trustees. This limitation as to the right of a beneficiary to receive a distribution shall apply notwithstanding any provisions within the trust for such beneficiary which authorize distributions for the health, education, support or maintenance of such beneficiary. In addition, if any beneficiary shall become the subject of a judgment or court order, and such beneficiary is only entitled to discretionary Page 20 distributions from a Trust created for their benefit, it shall not be an abuse of discretion by the Trustees to withhold distributions to such beneficiary while such judgment or court order is in effect. If the Trustees determine that a beneficiary would not benefit as greatly from any outright distribution of Trust income or principal because of the availability of the distribution to the beneficiary's creditors, the Trustees shall instead expend those amounts for the benefit of the beneficiary. This direction is intended to enable the Trustees to give the beneficiary the maximum possible benefit and enjoyment of all of the Trust income and principal to which the beneficiary is entitled. Nothing contained in this Section shall restrict in any way the exercise of any power of appointment granted in this agreement. Section 9.07 Distributions to Incapacitated Persons and Persons Under Thirty 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 wife, who is under the age of 30 years or 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 reaches the age of 30 or overcomes the incapacity. When the beneficiary reaches the age of 30 or 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, my 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, my Trustee shall distribute any remaining property in the trust, including any accrued and undistributed income, to the beneficiary's then living descendants, per stirpes, or, if none, to my then living descendants. If I have no surviving descendants, the property is to be distributed under the provisions of Article Six entitled "Remote Contingent Distribution." The provisions of this Section do not apply to distributions to my wife from any trust established under my Will. Section 9.08 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 9.09 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. Page 21 My Fiduciary does not have a 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 9.10 Ancillary Administration In the event ancillary administration is required or desired and my domiciliary Executor is unable or unwilling to act as an ancillary fiduciary, my domiciliary Executor will 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 are to be paid over to the domiciliary Executor. Section 9.11 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. 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 9.12 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. Page 22 Article Ten Powers of My Fiduciaries Section 10.01 General Grant of Powers My Fiduciary may perform every act reasonably necessazy 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 10.02 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 Gaze 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: 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 10.03 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. Page 23 Section 10.04 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 10.05 Common Investments For purposes of convenience with regazd 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 10.06 Environmental Powers My Fiduciary may 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" means 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 hazazdous 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 hazazdous substance including a spill, dischazge or contamination; (iii) institute, contest or settle legal proceedings brought by a private litigant or any local, state, or federal agency concerned with environmental compliance; (iv) comply with any order issued by any court or by any local, state, or federal agency directing an assessment, abatement or clean-up of any hazardous substance; and (v) employ agents, consultants and legal counsel to assist my Fiduciary in these actions. My Fiduciary may not be held liable for any loss or reduction in value sustained by my probate estate or a trust as a result of my Fiduciary's retention of property on which hazazdous materials or substances requiring remedial action aze discovered unless my Fiduciary contributed to the resulting loss or reduction in value through willful misconduct or gross negligence. Page 24 My Fiduciary may not be held liable to any beneficiary or to any other party for any decrease in the value of probate or trust property as a result of my Fiduciary's compliance with any environmental law, including any reporting requirement. My Fiduciary may release, relinquish or disclaim any power held by my Fiduciary that my Fiduciary determines may cause my Fiduciary to incur individual liability under any environmental law. Section 10.07 Litigation and Settlement Powers My Fiduciary, in its discretion and at the expense of my probate estate or the trust, may institute, join, compromise, settle dismiss and defend any probate or trust property in any judicial or administrative proceeding. This includes 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 may retain such legal counsel and ancillary personnel, as my Fiduciary deems appropriate in the exercise of its discretion. Section 10.08 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 10.09 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 10.10 Payment of Taxes and Expenses Except as otherwise provided in my Will, my Fiduciary may pay all property taxes, assessments, fees, charges, and other expenses incurred in the administration or protection of my estate or any trust. All payments will be a chazge against estate or the Page 25 trust, as the case may be, and aze to 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 will be conclusive upon the beneficiaries. Section 10.11 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 wazranty agreements that my Fiduciary deems appropriate. Section 10.12 Retention and Abandonment of Trust Property My Fiduciary may retain, without liability for depreciation or loss resulting from retention, any property contained in 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 chazacter 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 may 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. My Fiduciary may abandon any trust property that my Fiduciary deems to be of insignificant value. Section 10.13 Securities, Brokerage and Margin Powers My Fiduciazy 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 Fiduciazy may write and purchase call or put options, and other derivative securities. My Fiduciary may maintain mazgin 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. Page 26 My Fiduciary may place all or any part of the securities held by my 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. 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 10.14 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 does not have a duty to convert the property referred to in this Section to productive property except as required by other provisions of my Will. My Fiduciary may not be held liable 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 fmancial 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. Page 27 Section 10.15 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 has absolute discretion in exercising these powers. Except as specifically limited by my Will, these powers extend to all property held by my fiduciaries until the actual distribution of the property. Section 10.16 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 fully discharges my Fiduciary. Section 10.17 Limitation on My Trustee's Powers All powers granted to my Trustee under my Will or by applicable law are 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. Article Eleven Provisions for Payment of Debts, Expenses and Taxes Section 11.01 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 11.02 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 Page 28 my death ("death taxes") from my residuary estate as an administrative expense without apportionment and will not seek contribution toward or recovery of any death tax payments from any individual. Section 11.03 Protection of the Marital Deduction Death taxes may not 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 may 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 11.04 Property Passing Outside of My Will Except as to Qualified Retirement Benefits, 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 are to 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 to be used for the apportionment are the values as finally determined under federal, state, or local law as the case may be. Section 11.05 Tax Elections In exercising any permitted elections regarding taxes, my fiduciaries may make any decisions that they deem to be appropriate in any circumstances, and my fiduciaries are not required to make any compensatory adjustment as a consequence of any election. My Executor may also execute joint tax returns and pay taxes or interest and deal with any tax refunds, interest, or credits as my Executor deems to be 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 and absolute 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. My Executor, in his or her sole and absolute discretion, may make any adjustments to the basis of my assets authorized by law, including but not limited to increasing the basis of any property included in my gross estate, whether or not passing under my Will, by allocating any amount by which the basis of my assets may be increased. My Executor is not required to allocate basis increase exclusively, primarily or at all to assets passing under my Will as opposed to other property included in my gross estate. My Executor Page 29 may elect, in his or her sole and absolute discretion, to allocate basis increase to one or more assets that my Executor receives or in which my Executor has a personal interest, to the partial or total exclusion of other assets with respect to which such allocation could be made. My Executor may not be held liable to any person for the exercise of his or her discretion under this Section. Article Twelve Definitions and General Provisions Section 12.01 Definitions For purposes of my Will and for the purposes of any trust established under my Will, the following definitions apply: (a) Adopted and Afterborn Persons A legally adopted person in any generation and his or her descendants, including adopted descendants, will have the same rights and will be treated in the same manner under my Will as natural children of the adopting parent, provided the person is legally adopted before attaining the age of 18 years. A person will 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) Descendants The term "descendants" means any one or more person who follows in direct descent (as opposed to collateral descent) from a person, such as a person's children, grandchildren, or other descended individuals of any generation. (c) Education The term "education" is intended to be an ascertainable standard in accordance with Section 2041 and Section 2514 of the Internal Revenue Code. The definition includes, but is not limited to: Enrollment at private elementary, junior, and senior high school, including boazding 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 deems to be useful for developing the abilities and interests of a Page 30 beneficiary including, without limitation, athletic training, musical instruction, theatrical training, the arts, and travel. The term "education" also includes distributions made by my Trustee for expenses such as tuition, room and boazd, fees, books and supplies, tutoring and transportation, and a reasonable allowance for living expenses. (d) Fiduciary "Fiduciary" or "Fiduciaries" refer to my Executor and my Trustee, or if they aze different persons, either of them. My "Executor" includes any executor, ancillazy executor, administrator, or ancillazy administrator, whether local or foreign, and whether of all or part of my estate, multiple Executors, and their successors. (e) Incapacity Except as otherwise provided in my Will, a person is deemed to be incapacitated in any of the following circumstances. (1) The Opinion of Two Licensed Physicians An individual is deemed to be 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. An individual is deemed to be 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 is deemed to be 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 is deemed to be incapacitated whenever he or she cannot effectively manage his or her property or financial affairs due to the individual's unexplained disappeazance or absence for more than 30 days, or whenever he or she is detained under duress. An individual's disappeazance, absence or detention under duress may be established by an affidavit of any fiduciary. The affidavit must describe the circumstances of an individual's detention under duress, disappearance, or Page 31 absence and may be relied upon by any third party dealing in good faith with my fiduciary in reliance upon the affidavit. An individual's disappeazance, absence, or detention under duress may be established by an affidavit of my Executor. (fl 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 aze eligible to receive discretionary distributions of net income shall be deemed to receive the income in equal shazes. References to a "majority" refer to a majority of the entire trust collectively until my Trustee allocates property to sepazate trusts or trust shazes. After the allocation of property to sepazate trusts or trust shazes, references to a "majority" refer to a majority of each sepazate trust or trust shaze. (g) Independent Trustee The term "Independent Trustee" means any Trustee who is not an Interested Trustee as defined in subsection (h) and includes an Independent Special Trustee appointed under the provisions of Section 8.09. Whenever a power or discretion is granted exclusively to my Independent Trustee then any Interested Trustee who is then serving as my Trustee is prohibited from participating in the exercise of the power or discretion. If there is no Independent Trustee serving, then an Independent Special Trustee may be appointed under the provisions of Section 8.09 to exercise the power or discretion that is exercisable only by my Independent Trustee. (h) Interested Trustee The term "Interested Trustee" means a Trustee who (1) is a transferor or beneficiary; (2) is related or subordinate to a transferor or beneficiary; (3) can be removed and replaced by a transferor with either the transferor or a party who is related or subordinate to the transferor; or (4) can be removed and replaced by a beneficiary with either the beneficiary or a party who is related or subordinate to the beneficiary. For purposes of this subsection, (1) "transferor" means a person who transferred property to the trust, including a person whose disclaimer resulted in property passing to the trust; (2) "beneficiary" means a person Page 32 who is or in the future may be eligible to receive income or principal from the trust pursuant to the terms of the trust, even if such person has only a remote contingent remainder interest in the trust, but not if the person's only interest is as a potential appointee under a power of appointment; and (3) "related or subordinate" means related or subordinate within the meaning of Section 672(c) of the Internal Revenue Code. Whenever this agreement specifically prohibits an Interested Trustee from exercising discretion or performing an act or specifically limits discretion or the performance of an act to an Independent Trustee, then any Interested Trustee serving as my Trustee is prohibited from participating in the exercise of that discretion or performance of that act. If there is no Trustee serving that is not an Interested Trustee, then an Independent Special Trustee may be appointed under the provisions of Section 8.09 to exercise the discretion or perform the act. (i) Internal Revenue Code References to the "Internal Revenue Code" or to its provisions aze 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," aze to the Treasury Regulations under the Internal Revenue Code in effect from time to time. If a particulaz provision of the Internal Revenue Code is renumbered, or the Internal Revenue Code is superseded by a subsequent federal tax law, any reference will be deemed to be made to the renumbered provision or to the corresponding provision of the subsequent law, unless to do so would cleazly be contrary to my intent as expressed in my Will. The same rule applies to references to the Treasury Regulations. (j) Legal Representative As used in my Will, the term "legal representative" means a person's guardian, conservator, personal representative, executor, administrator, Trustee, or any other person or entity personally representing a person or the person's estate. (k) Per Stirpes Whenever a distribution is to be made to a person's descendants per stirpes, the distribution will be divided into as many equal shazes as there are then-living children of that person and deceased children of that person who left then-living descendants. Each then-living child will receive one shaze and the shaze of each deceased child will be divided among the deceased child's then-living descendants in the same manner. (I) Primary Beneficiary The primazy beneficiary of a trust created under this agreement is the oldest income beneficiary of that trust unless some other individual is specifically designated as the primary beneficiary of that sepazate trust. Page 33 (m) Qualified Retirement Plan The term "qualified retirement plan" means a plan qualified under Section 401 of the Internal Revenue Code, an individual retirement arrangement under Section 408 or Section 408A or atax-sheltered annuity under Section 403. The term "qualified retirement benefits" means the amounts held in or distributed pursuant to a plan qualified under Section 401, an individual retirement arrangement under Section 408 or Section 408A, a tax-sheltered annuity under Section 403 or any other benefit subject to the distribution rules of Section 401(a)(9). (n) Shall and May Unless otherwise specifically provided in my Will or by the context in which used, I use the word "shall" in my Will to command, direct or require, and the word "may" to allow or permit, but not require. In the context of my Trustee, when I use the word "may" I intend that my Trustee may act in its sole and absolute discretion unless otherwise stated in my Will. (o) Trust The term "trust," refers to any trusts created under the terms of my Will. (p) Trustee The term "my Trustee" refers to any person or entity that is from time to time acting as the Trustee and includes each Trustee individually, multiple Trustees, and their successors. (q) Trust Property The term "trust property" means all property held by a Trustee under my Will, including all property that my Trustee may acquire from any source. (r) Other Definitions .Except as otherwise provided in my Will, terms shall be as defined in Pennsylvania Probate, Estates & Fiduciaries Code as amended after the date of my Will and after my death. Section 12.02 Contest Provision If any person directly or indirectly attempts to contest or oppose the validity of my Will,. (including any codicil to my Will), or commences, continues or prosecutes any legal proceedings to set my Will aside, then that person will forfeit his or her share, cease to have any right or interest in my estate, and will, for purposes of my Will, be deemed to have predeceased me. Section 12.03 Survivorship Presumption If my wife and I die under circumstances in which the order of our deaths cannot be established, I will be deemed to have survived my wife. Page 34 If any other beneficiary is living at my death, but dies within 30 days thereafter, then the beneficiary will be deemed to have predeceased me for all purposes of my Will. Section 12.04 General Provisions The following general provisions and rules of construction apply to my Will: (a) Singular and Plural; Gender Unless the context requires otherwise, words denoting the singular may be construed as plural and words of the plural may be construed as denoting the singular. Words of one gender may be construed as denoting another gender as is appropriate within the context. The word "or" when used in a list of more than two items may function as both a conjunction and a disjunction as the context requires or permits. (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 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 the Commonwealth of Pennsylvania as from time to time amended. Questions of administration of any trust established under my Will are to be determined by the laws of the situs of administration of that trust. (d) Notices Unless otherwise stated, whenever. my Will calls for notice, the notice will be in writing and will 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 will 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 will 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 will 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 does 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 are to be interpreted and construed as if any invalid provision had never been included in my Will. Page 35 I Dominic J. Fulginiti, havi g signed this Will in the presence of ~~1^^M Vh ~ I~ dye and ~ ~~~~-e ~l,ll~e ~ who attested it at my request on this day, , 2011, at Harrisburg, Pennsylvania, declare this to be my Last Will and Tes ent. ~~ Do nic J. Fulginiti, sta The above and foregoing Will of Dominic J. Fulginiti was declared by Dominic J. Fulginiti in our view and presence to be his Will and was signed and subscribed by the said Dominic J. Fulginiti in our view and presence and at his request and in the view and presence of Dominic J. Fulginiti and iri the view and presence of each other, we, the undersigned, tnessed and attested the due execution of the Will of Dominic J. Fulginiti on this day, -~~ ~ 2011. residing at 1 C.~, (~ w ~ n.~ ~~,cr,'~~r~~.l~/~/ 0 9 residing at '7 (( Page 36 PENNSYLVANIA SELF PROVING AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA COUNTY DAUPHIN I, DOMINIC J.. FULGINITI, the testator whose name is signed to the attached or foregoing instrument, having been duly qualified according to law, do hereby acknowledge that I signed and executed the instrument as my Last Will; and that I signed it willingly and as my free and voluntary act for the purposes therein expressed. Sworn to or affirme and acknowledged before me by DOMINIC J. FULGINITI, the testator, this day, , 2011. .. , MM MAI LTH ~F PENNSYLVANL4 DOMINIC J. FUL TI, Tes Notarw seal Cassandra T. Roaenbaixn, Notary Publk Lowe' PaxOon 1Mip., Davpf~Yr ~Y OOrrNt~1a110n Oet. 4, 2012 Merrsber. PaaawNania 11s9oc1aUon d Notarka -~ ~• Notary Public Page 37 COMMONWEALTH OF PENNSYLVANIA COUNTY DAUPHIN We, Y-1 ~ o and ~ U~2. ~ ~~ ~ e~ , the witnesses whose names aze signe to the attached or foregoing instrument, being duly qualified according to law, do depose and say that we were present and saw the testator sign and execute the instrument as his Last Will; that the testator signed willingly and executed it as his free and voluntary act for the purposes therein expressed; that each subscribing witness in the hearing and sight of the testator signed the will as a witness; and that to the best. of our knowledge the testator was at that time 18 or: more years of age, of sound mind, and under no constraint or undue influence. ooMr~oNwE~un~ of ~mva~ Hoan~ s~ ~~dra~ Public cortnw~Non ac mu MMnbM; Perra~AvuNa A~oclatlon d Nadries Wrtnes ---- I Notary Public Page 38