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HomeMy WebLinkAbout04-26-12 (2) Jeffrey G. Brooks Pa. I.D. No. 43654 Minto Law Group, LLC Two Gateway Center 603 Stanwix Street, Suite 2025 Pittsburgh, PA 15222 (412) 201-5525 phone Attorney for R. M. Mumma, II n n ~_- ~'J _ .; -r7 =,'TC7 -~„ r ~' '(%%~ . -~ ~ -~ .. .___ : , ~_J - _ _-~ y, r-.a rya ?~+ '_7 r :~ c~ , _.., [._i COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISON In re: Estate of Robert M. Mumma, Deceased. No. 21-86-398 RESPONSE OF ROBERT M. MOMMA II TO RULE TO SHOW CAUSE As directed by the Court's Order dated April 16, 2012, Robert M. Mumma, II, ("RMM, II") by his undersigned counsel, hereby responds to the Court's Rule to Show Cause as follows: ANSWER 1. The allegations are admitted except for those allegations pertaining to Petitioner's alleged status as trustee for the reasons set forth in the incorporated New Matter. 2. Admitted. 3. Admitted. 4. Admitted. J."7 -~ -, -:,~ -~ r `~_, ~` j <' _ _ ~ - ~. -, ` ,<; ~: 1 -._ =-r`j l•l ') +1 1 ~ ~ 5. The allegations are admitted except the allegations that the Estate closed on September 30, 2003. To the contrary, the Estate remains open in part due to unresolved objections as set forth in the incorporated New Matter. 6. Denied as for the stated reason at the allegations refer to documents filed of record, which documents speak for themselves as to their terms. 7. Denied as for the stated reason at the allegations refer to documents filed of record, which documents speak for themselves as tc their terms. 8. Admitted. 9. Admitted. 10. Admitted. 11. Admitted. 12. Admitted. 13. Denied as stated for the reason that the allegations refer to a document that speaks for itself as to their terms; nor does the exhibit state values of properties other than opinions of values of an unidentified appraiser(s). 14. The allegation to the effect to the referenced Trust does not directly own the real estate in question is admitted. Further the relative ownership interests of the parties are not admitted as those are disputed matters subject to ongoing discovery. 15. Denied as stated for the stated reasons in the incorporated New Matter as to Ms. Morgan's alleged status as Trustee. Further the relative ownership interests of the parties are not admitted as those are disputed matters subject to ongoing discovery. 2 16. Denied as stated for the stated reasons in the incorporated New Matter as to Ms. Morgan's alleged status as Trustee. Further the relative ownership interests of the parties are not admitted as those are disputed matters subject to ongoing discovery. 17. Denied as stated for the stated reasons in the incorporated New Matter as to Ms. Morgan's alleged status as Trustee. Further the relative ownership interests of the parties are not admitted as those are disputed matters subject to ongoing discovery. 18. The allegations of paragraph 18 are denied as stated for the reasons that they refer to documents that speak for themselves as to their terms and states to conclusions of law to which no response is required. 19. Admitted. 20. Admitted. 21. Ad m fitted . 22. The allegations are denied for the reason that respondent lacks knowledge or information sufficient to form a belief as to the truth of the allegations. Further, the allegations state conclusions of law to which no response is required. 23. The allegations are denied for the reason that set forth in the incorporated New Matter. Further, the allegations state conclusions of law to which no response is required. 24. The allegations are denied for the reason that set forth in the incorporated New Matter. Further the relative ownership interests of the parties are not admitted as those are disputed matters subject to ongoing discovery. 3 r ~ 25. The allegations are denied for the reason that they state the conclusion of law to which no response is required. Further the relative ownership interests of the parties are not admitted as those are disputed matters subject to ongoing discovery. 26. The allegations are denied for the reason that they state the conclusion of law to which no response is required. 27. The allegations are denied for the reason that they state the conclusion of law to which no response is required. 28. The allegations are denied for the reason that they state the conclusion of law to which no response is required. Further the relative ownership interests of the parties are not admitted as those are disputed matters subject to ongoing discovery. 29. The allegations are denied for the reason that they state conclusion of law to which no response is required. Further, the allegations as to Petitioner's status as Trustee are denied for the reasons set forth in the incorporated New Matter. 30. The allegations are denied as stated conclusions of law to which no response is required or because they refer to documents that speak for themselves as to their terms. 31. The allegations are denied as stated conclusions of law to which no response is required or because they refer to documents that speak for themselves as to their terms. 4 t ~ 32. The allegations are denied as stated conclusions of law to which no response is required or because they refer to documents that speak for themselves as to their terms. 33. The allegations are denied as stated conclusions of law to which no response is required or because they refer to documents that speak for themselves as to their terms. 34. The allegations are denied as stated. As set forth in the incorporated New Matter, the referenced assets were required to have been distributed by Petitioner to the Beneficiaries "share and share alike." 35. The allegations of paragraph 35 are denied for the reasons set forth in paragraph 34 hereof. 36. The allegations of paragraph 36 are denied for the reasons set forth in the incorporated New Matter. 37. The allegations of paragraph 37 are denied for the reasons set forth in Mr. Mumma's Objections and Post-Hearing Briefs. 38. The allegations of paragraph 38 are denied for the reasons set forth in the incorporated New Matter. 39. The allegations of paragraph 39 are denied for the reasons set forth in the incorporated New Matter. 40. Paragraph 40 states no allegations of fact or law to which a response is required. WHEREFORE for the foregoing reasons, the petition should be denied. 5 NEW MATTER The Petition to Authorize Plan of Liquidation is Premature. 1. The Petition that is the subject of the Rule is internally inconsistent, and simply incorrect, in its assertion at paragraph 5 that the Estate of Robert M. Mumma, Deceased is closed. The Petition itself contradicts that assertion by its acknowledgment that Objections to the accounting of the Estate remain outstanding. As admitted in and demonstrated on the face of the Petition itself, the Petition is premature for the reason that the Objections have not been resolved by the Auditor, nor, of course, had the yet- to-filed Report of Auditor been disposed of by this Court. See Petition, ¶¶ 9 - 12. 2. The parties in interest have the right to seek appellate review of any determination of the Accounting and Audit .Only after the lapse of time to file an appeal with any appeal being filed should any party elect to go that route or final determination of all appeals may the Estate be put in line for closure. 3. As the Petition admits, RMM, II and his sister Barbara M. "Babs" Mumma filed timely Objections to the proposed Accounting and Audit filed on behalf of the putative trustee and Petitioner, Lisa Morgan. Those Objections (previously referred to the Court- appointed auditor, Joseph Buckley, Esquire, have not yet been determined. The Petitioner recognizes this and highlights the prematurity of the Petition by stating that the Auditor's sport "will be filed in due course." Petition, ¶12. 4. At some time in the future, or, as Petitioner states, in "due course," the Petitioner (in her capacity as a beneficiary, not, for the reasons discussed below, in her putative status as trustee) may seek approval of a plan to close out the Estate, but that 6 "due course" is only after all objections have been ruled upon and any challenges to any such rulings disposed of in such a manner as to render the disposition final. 5. Even were liquidation of the subject assets an appropriate action - -which it is not for the reason such liquidation violates the terms of the governing Will as discussed below - - no liquidation or sale absent the consent of all beneficiaries should be conducted prior to final disposition of all objections. The Petitioner Lacks Standing to Act as a "Trustee. 6. Although once Trustee of the Trusts established by the Will of decedent Mr. Mumma, Sr., the death of Mrs. Mumma ended that status because the Trusts themselves terminated. Despite this, Petitioner Lisa Mumma persists in describing herself as "the sole Trustee of [both] the Marital Trust and the Residuary Trust under Mr. Mumma, Sr.'s will." Petition, ¶1. 7. Ms. Mumma cannot be trustee of either trust because, under the governing Will's express terms, both the Marital Trust and the Fesiduary Trust terminated upon the death of Barbara McKim Mumma, mother of Petitioner, RMM, II, Babs Mumma and their sister, Linda Mumma. 8. As to the Marital Trust, the Will of Mr. Mumma, Sr. provides that: Upon the death of my said wife [Barbara McKim Mumma], the principal of this Trust, as it is then constituted, shall be paid over by my surviving trustee unto my surviving children Robert M. Mumma, II, Barbara M. McClure [Babs Mumma], Linda M. Roth and Lisa M. Mumma, free of the Trust, share and share alike, per stirpes and not per capita. (Last Will and Testament of Robert M. Mumma, Exhibit A hereto, at p.3, emphasis supplied). 7 9. Similarly, as to the Residuary Trust, the Will of Mr. Mumma, Sr. provides that: Upon the death of my said wife [Barbara McKim Mumma], the principal of this Trust, as it is then constituted, or, if my said wife does not survive me, upon my death, my residuary estate, shall be paid over by my surviving trustee or by my successor Executor, as the case may be, unto my surviving children Robert M. Mumma, II, Barbara M. McClure [Babs Mumma], Linda M. Roth and Lisa M. Mumma, share and share alike, per stirpes and not per capita. (Last Will and Testament of Robert M. Mumma, Exhibit A hereto, at p.4, emphasis supplied). 10. Accordingly, Petitioner's obligation after the passing of Barbara McKim Mumma was to equally distribute the assets of both Trusts, as those assets were "then constituted" at the time of her death. Since the purposes of the Trusts were to provided income to Barbara McKim Mumma and provide for the equal distribution of any assets of the Trusts "share and Share alike" to the four beneficiary Mumma children after the death of Mrs.Mumma, the Trusts themselves terminated upon Mrs. Mumma's death. As such, Petitioner no longer has standing or authority to act in any role as a putative "trustee." Nor Does Petitioner Have Authority to Liquidate Properties Never Owned By Either Trusts And Any Liquidation Would Be In Violation Of The Will 11. Significantly, the Trusts never owned title to any of the realty Petitioner seeks to liquidate. Even Petitioner does claim that either Trust ever held direct 8 ownership of the realty Petitioner now seeks to sell to non-Mumma family members.' As the Petition admits, the former Trusts only held interests in entities known as Mumma Realty Associates I ("MRAI") and Mumma Realty Associates, I I ("MRA II") that hold title to the realty properties. Neither MRAI nor MRAII are under the jurisdiction of this Court and the assets owned by them cannot be ordered sold by this Court. 12. Obviously, and over the protestations of RMM, II, Petitioner fails to acknowledge the termination of the Trusts. Instead, Petitioner asserts that she, in her purported capacity as Trustee, coupled with her personal interest in the real estate holding entities MRAI (alleged in the Petition itself to be the owned by the Residuary Trust to the level of 81.82507% of MRAI) (Petition, ¶14) claims a controlling interest of 87.2818% of the realty in question. Id. at ¶15. 13. Similarly, using the same misrepresentation of the Will, Petitioner claims control of the real estate held by the entity MRA II, and effectively claiming controlling interests at the level of 98.56459% of the assets of MRA II. 14. Petitioner therefore admits, by the Petition's allegations that the Trusts own portions of MRAI and MRAII, that those entities and neither Trust own the realty in question. The Will requires distribution of Trust assets "as then constituted" and "free of trust" to the four Mumma children beneficiaries upon Mrs. Barbara McKim Mumma's death. Accordingly, those beneficiaries are the equitable (and upon distribution to them, legal) owners of those assets. Any liquidation sale effectively would compel them to "re- purchase" what they already own, which not only is confiscatory, but as Petitioner undoubtedly is aware, not financially feasible. As a result, any sale necessarily would result in transfers of the assets out of the Mumma family, which clearly is contrary to the decedent testator's intent. 9 15. Petitioner's purpose also is obvious, i.e., to suggest improperly that, for all practical purposes, Petitioner merely is seeking approval to dispose of assets effectively owned and controlled by her. In actuality, however, applying the unambiguous terms of the Will, upon the death of Mrs. Mumma, each of the children owned equally all of the realty in question. Mr. Mumma, II objects to the sale of the real estate as does his sister Linda as evinced by Exhibit B hereto. Further, Mr. Mumma understands that his sister Babs separately will file her own Reply expressing her objections to the requested sale. 16. The Will also makes clear that the Mumma children, each of whom (as the Petition also admits) effectively have equal shares of the former Residuary Trust in their own names (actually RMM, II has a slightly larger share than his sisters) (Petition,¶14) also equally own, in their individual capacities, the amounts claimed in the Petition to be held by the nova-terminated Residuary and Marital Trusts. As such, Petitioner owns only minority interest in the subject real estate and should not assert, or be granted, unilateral control or right to liquidate assets contrary to the wishes of the majority interst holders. 17. Just as importantly, the Will is clear in its declaration, in mandatory terms, that, as Trustee of either Trust, upon the death of Mrs. Barbara McKim Mumma, the assets of both Trusts as "then constituted" are to be paid over to the four r Mumma children beneficiaries. Not only had Petitioner breached her fiduciary duty to the beneficiaries in failing to make that distribution, the breach would be exacerbated by a liquidation sale. Distribution to the beneficiaries is the action required by the Will - -and the clearly expressed intent of the testator - -not liquidation sales of the assets that 10 should have been distributed to the beneficiaries free of any trust restrictions or entanglements. 18. The assets consist of interests held in MRAI and MRAII as to real estate, corporate stock and policies of life insurance. Petition, ¶¶13,14,16,2325,2839. Such ownership interests are amenable to distribution as required by the Will upon the death of Mrs. Mumma, i.e., in equal shares, "share and share alike" t~ the four Mumma children beneficiaries. The Will does not authorize liquidation of the assets. Joinder of Linda Mumma 19. Pro Se beneficiary Linda Mumma has requested that Robert M. Mumma, II advise the Court that Linda Mumma joins in opposition to liquidation of Estate assets. WHEREFORE, for the reasons set forth above, Respondent Robert M. Mumma, II has set forth sufficient cause for dismissal of the Petition. Jeffrey G. Bro s Pa. I.D. No. 43654 Minto Law Group, LLC Two Gateway Center 603 Stanwix Street, Suite 2025 Pittsburgh, PA 15222 (412) 201-5525 phone Attorney for Robert M. Mumma, II Dated: April 26, 2012 11 CERTIFICATE OF SERVICE I hereby certify that a true and correct copy of the foregoing document was served by hand delivery or first-class United States mail, postage prepaid, as indicated April 26, 2012 upon the following: Joseph D. Buckley, Esquire 1237 Holly Pike Carlisle, PA 17013 mail No V. Otto, III, Esquire George B. Faller, Esquire Jennifer L. Spears, Esquire Martson Law Offices 10 East High Street Carlisle, PA 17013 mail Brady L. Green, Esquire Morgan, Lewis & Bockius, LLP 1701 Market Street Philadelphia, PA 19403-2921 mail Richard F. Rinaldo, Esquire Williams Coulson Johnson Lloyd Parker & Tedesco, LLC One Gateway Center Pittsburgh, PA 15222 Hand delivery Ms. Linda M. Mumma P.O. Box 30436 Bethesda, MD 20824 mail .- .~ ~~~ ` ~;,~ t 1 EXHIBIT '; LAST WILL AND TESTAa~i£NT OF ROBERT M. MUMMA i, ROBERT M. Mt1~tMA, of the Borough of Warmleysburg, County of Cumberland and Commonwealth of Pennsylvania, being of sound and dis- posing mind and memory, and not acting under izfluet~ce of any person whomsoever, do make, publish and declare. this instrument to be my Last idill and Testament, in manner and farm fallowing. FIRST: I hereby expressly revoke all Wills, Codicils and testa- mentary writings of whatsoever kind and nature heretofore Wade by me. SECON'O: I hereby direct my Executors, hereinafter named, to pay alI my just debts, expenses of administration, funeral expenses, expenses of erecting a suitable monument for ray grave and the cost o° perpetual care thereof cur of my estate, as soon as is practicable after my decease. THIRD: I direct that aII estate, inheritance, transfer, legacy ., ar succession taxes, or death duties, which tray be assessed of imposed as a result of ray death or with respect to my estate, or ary part thereof, wheresoever situated, whether or not passing under this rsy Last 'gill and Testament, including the taxable value of all oolicies of insurance on rsy life a*~d of all transfers, powers, rights, or interests includible in my estate for the purpose of such taxes and duties, shall be paid out of my general estate as an expense of administration and without apportionment, and shall not be prorated or charged against any of the gifts in this Will ar against any property net passing under this Will. In the absolute discretion of my Executors., hereinafter named, they may pay such taxes inctediate3y ar rosy postpone the payment of the taxes on future or remainder interests until the time possession accrues to the beneficiary ar~ beneficiaries named herein. 2~!y Executors aay, in their discretion, arrange far extension of tftae :or the oayraent of said estate and inheritance taxes, and any interest and/or penalty incurred on any such taxes, •.~hether or not .resulting from such extensions or post- ponements, shall be borne by my estate as an expense of administration.. FOt3RTH: I give and bequeath ante my son, ROBERT M. AfUTit4A, ZI, the Corgas Grandfather's Clack, which Z consider aimed by me and which has been in the Mumma family for many years. Z further giv and bequ ath unto my son, ROBERT M. MtJMI'!A, II, all of my jewelry, owned ~Sy me at tie tine of my death. FIFTH: i give and bequeath unto my daughter, LISA M. MUMMA, my 384SL Mercedes automobile. CEItTIF~~? TD 8gi ~ TRUE i~AL L+O~'s CpPY 4F THE ORIGI ~~{~ Plaintiffs ~lvC~ SZXTH: 2 give and bequeath unCO my wife, BARBARA McK. MOMMA, ail of my automobiles texcegt as to the one hereinabave disposed af) and other articles of personal use. Should my said. wife predecease me, all of said personal effects as above described shall be distribut- ed among my children living at the time of my decease in such manner as they shall mutually determine. Zf my said living children are un- able to agree to the distribution thereof, ray Executors sha1.1 determine the items to be distributed and to wham distributed and their determina- tion shall be final and conclusive upon my said children. SEVENTH: If my wife, BARBARA McK. MOMMA, survives nse, Z give and bequeath to the trustees hereinafter named, an amount equal to fifty (SOZ) percent of my total gross estate as finally detexa~ined for Federal Estate Tax. purposes, taking rota account and including therein, .for computation purposes, my undivided interest in the value of all m3' interests in property which pass or have passed to my wife under other provisions of this Will. or otherwise than under this Will, but only to the extent that such interests are, for the purpose of the Federal Estate Tax, included in determining my gross estate and allowed as a • marital deduction. Zn funding this Trust, ~ authorize aty Executors to use cash or other property ar a combination thereof, and I direct that any such other property so used shall, far the purpose of funding the trust, be valued as of the date of its distribution. Zn eoraputing the amount of this bequest, I direct that the values and amounts as finally determined for Federal Estate Tax purposes shall control. Notwithstanding anything to the contrary contained in this Will, I direct that {a} the Trust shall not be funded with anq property or • the proceeds of any pxogerty which (1) would not qualify for the marital deduction allowable in determining the Federal Estate Tax on my Estate ar (2) is includible in asr gross estate for Federal Estate Tax purposes and also subject by reason of my death to any inheritance tax, transfer tax, estate tax or other death duty in any foreign country or political subdivision thereof, except that the property described in this clause - aiay be allocated to the Trust to the extent that other property of my Estate, which does qualify for the marital deduction, is not sufficiene to fund the Trust in fully tb) that the trustee shall not retain in the Trust beyand•a reasonable time, any property which stay at anq titre be or become unproductive nor shall they acquire ungrvductive property as an investment to be held in the Trust; and {c) that none of the powers granted to mq Executors and trustees bq this Wfll shall be exer- cised in such manner as to disqualify the Trust or any part thereof from the marital deduction allowable to determine the Federal Estate Tax on ~ Estate, except as maq be hereinafter provided. I direct that the trustees hold said amount, In Trust Nevertheless, to manage, invest and reinvest the same, to collect the income and' to pay over or apply the net income to, or far, the benefit of my wife; c~~- u~ I BARBARA McK. MUMMI~SA, at least pearly. My individual trustee, other than say wife, solely and within her discretion alone, is authorized to distribute to and for the benefit of my wife, BARBARA McK. ME1h4fA, in addition to the income herenabave specified, so much of the principal of this Trust as she may rleetB necessary or advisable to reasonably pxovide for her support, health, welfare, maintenance or comfort, to maintain for her a standard of living which she has during our married life enjoyed, taking into account, however, my~wife's in- come from other sources including, but not limited to, all income from trusts, estates and business interests, as well as available principal assets. Notwithstanding the limited invasion right of trust principal by my one trustee for the use and benefit of my wife, which requires a deficiency in other available funds, I give unto toy wife a right, which sha11 not be cumulative., to request annually in writing a dis- tribution to'her by the .trustees from the principal of this Trust of up to Five Thousand ($SO©O.QQ) Dollars or up to five {Sx~ percent of the then principal of thus Trust, whichever shall be the greater, and the trustees, upon receipt of such writing, shall make .payment thereof to my wife during the calendar pear in which said writing was received. The annual request by say wife is not mandatory, but shall be made, if desired, only by herself individually. I hereby authorize my Executors, in their sole discretion, to elect that arsy part or alI of any amount passing under this article of • mY. Last WiII aisd '1"estament, to my wife, BARBARA MeK. Mt3MMA, in the event she survives me, be treated as qualifying tearminal interest property for~the purpose of qualifying for the marital deduction allow- able in determining the Federal Estate Tax on my Estate. Without litait- ing the discretion contained in this foregoing seatexxce, it is my ex- prectation that toy Executoz~will make said election with respect to all of any such amount, unless the basing of ttty spouse's death and mine and the camputatioa of the combined death duties of our two {z} estates renders such an election inappropriate, Upon the death of my said wife, the pprincipal of this Trust, as it is then constituted, shall be paid over by ~y surviving trustee unto say children, RpBERT M. MOMMA, IY, BARBARA M, McCLURE, LINDA M. ROTH and L15A M. MOMMA, free of this Trtisst, share and share al~tce, per stirpes and not per capita. EIGHTH: All the rest, residue and remainder of mY property and estate, bath real and personal of whatsoevez kind ax:d wheresoever situate, of which I shall die seized or po sensed, and of which I shall be en- titled to dispose of at the time of toy death (my "residuary estate"), I give, devise and bequeath unto the trustees-hereinafter named,. In Trust, Nevertheless, to hold, manage, invest and reinvest is the same, to collect the income and to pay over ar apply the net incoaae to ox far the benefit ,. ~ ,~: ;~:. of aty wife, BARBARA McK. Mt3MMA, at least yearly. My individual trustee, other than my wife, saley and within her discretion alone, is authorized to distribute to and far the benefit of aty wife, BARBARA McK. MUMMA, in addition to the income hereinabove specified, so much of the principal of this Trust as she may deem necessary or advisable to reasonably provide for her suppozt, health, welfare, maintenance or comfort, to maintain far her a standard of living which she has during our marzied life enjoyed, taking into account, however, my wife's income from other sources including, but not limit- ed to, all income from trusts,estates and business interests, as well as available principal assets. Upon the death of my said wife, the principal. of this trust, as it is then constituted, or, if try said wife does not survive me, upon my death, my residuary estate, shall be gaid over by mp surviving trustee or by my successor Executor, as the case may be, unto my children, ROBERT M. MUt~MA, II, BARBARA. M. McCLURE, LINDA M. ROTli and LISA M. MUMMA, share and share alike, per stirpes and not per capita. In the event any of my said children shall predecease me leaving issue tincluding adopted children) surviving, then and is that event their share above provided shall pass to such issue. If, however, any of my children shall predecease me without leaving issue, {including adopted children} surviving, then sad in that event their respective shares above provided shall lapse and their share shall be equally -• divided among my surviving children. In the event the Trusts established under Items Sev~xrth and Eighth of this my Last dill and Testament, and my residuary estate established under Item Eighth hereof, have not been finally distributed as herein provided, and there are no beneficiaries Co receive the same in accordance therewith, the trust funds held. by my trustees, and my residuary estate, as herein named, upon the occurence of said contingency, shall be paid over, free of aii Trusts, to the POLYCLINIC MEDICAL CEatTER of Harrisburg, Pennsylvania, said moneys and property when so paid to the POLYCLINIC MEDICAL CENTER, both the principal and the income received therefrom shall from time to time be used by said Medical Center for capital im- provements to the physical structure and plant of said Hedical Center, and for moveable fixtures and equipment of'a permanent nature which can be used for patient treatment, care and comfort, but no part of such money and property, either princigal or income, shall be used or applied to the current expense in tare: ageration of said Medical Center. As used in this Mill and the Trusts hereunder, the masculine pro- noun shall include the feminine, and the singular shall include the plural. The Trustees shall~be vested with reasonable discretionary Dowers and in all matters not otherwise herein specifically provided, they shall exercise their sound judgment and discretion in the performance of their duties hereunder. Thep shall not be liable for any error of judgment provided that such error is honestly wade. ar' /~9 NINTH: Y give and grant unto my trustees, and the survivoz thereof, and their successor or successors, the following powers, which shall be construed broadly and which may be exercised by them in either or bath capacities, as in their discretion they deem advisable, in addition to and not in limitation of their comcton law and statutory powers: (1) To allot, assign., care for, collect, contract with re- spect to, convey, convert, deal with, dispose of, enter into, exchange, hold, improve, invest, lease, manage, mortgage, grant and exercise options with respect to, take possession of, gledge, receive, release, sell, sue for, and in general do any and every act and thing and to enter into and carry out any and every agreement with respect to the property included in any mist created in this Will which they could if they were the absolute owners thereof., without being limited in any way by the specific grants of power hereinafter made. t2) To retain for such tfine as in their judgment may seem advisable all or any part of my property ar assets which at any Cime shall constitute a part of the trusts herein provided for. (3) To sell or exchange, either privately or at aublic sale and without prior approval of any court, at such time or tines. and at such price or prices and on such texas and conditions as .the trustees _• may consider advisable, all or anp part `of the truss property, real, personal or aired, and to execute, verify, acknowledge and deliver all deeds, bills of sale, or other documents which may be necessary or proper in the exercise of such powers without Iiablity on the purchaser or purchasers to look to the application of the purchase price. (4) To manage any real property held by thea- in such man.-per as they may deteraine,~ including authority to alter, repair, maintain or improve such property as hereinafter set forth, to mortgage such property on such amount, on-such conditions and at such rates of interest as theq shall deem advisable; to abandon such property, to adjust boundries, to erect or demolish buildings thereon, to convert for a different use, to dedicate for public use without compensation,.to grant easements and tights-of-ways, to-waive payment for property taken by right of eminent domain and to claim and negotiate for payment far property, to enter into, party-wall contracts, to protect out of the general funds of the Trusts created herein, to insure or perfect title and to charge the cast of any action taken with regard to any such property to principal or income as they may determine. To make all ordinary repairs to any real estate held by them and such extraordinary repairs, alterations or improvements against the principal of the Trusts herein created of which the property being repaired, altered or im- proved forms a part. ,. ~ ~ ~C,~ {5) To lease any real estate subject to the Trust herein created for such terms oz terms, and for such rental or rentals,and under such covenants and .agreements as rosy, in the discretion of the trustees, be considered far the best interest of the trust estate. The trustees shall recognize existing leases, but still have the power to agree to modification of, or amendment to, the terms of e~;isting leases or to extensions or renewals thereof. The trustees shah have authority to acquire by purchase, gift or otherwise, and to resell, receive, hold, aanage and control real estate, and any other interest therein, subject to the Trusts, and do all things necessary or proper in the parforaance of such functions. {b) To invest, and from time to time to rQinvest, to acquire, a.-~d to retain temporarily or permanently the trust estates received or held by them in cash or in kind or real ar personal property, foreign ox domestic, including by way of illustration, but not by way of liutita- tion, caramon or preferred stocks, investment bonds, mortgages, debentures; mores, unsecured obligations, wasting assets, ox investments which are unproductive, overproductive or underpraductive as in their discretion they may deem advisable, and the total trust funds or the relation it may bear to the type or character of ether investtents in the trust estates, or *_o the elect in the trust estates and they shalt not be restricted i.-: their ohoice under any present or future applicable law, it being-my intention to give my trustees paver to act in such manner as they will believe r_o be for the best interest of the Trusts created herein. {7) To pay income tax an .gains from the sale or other con- version of capital assets out of the carpus thereof. {3> To amortize, accelerate payment af, reduce, extend, modify, settle or liquidate any ?ien, encumbrance, mortgage, o= other charge against say real estate ar other property which may be subject to these Trusts. The trustees shall specifically keep and perforce all of the COVenantS, terms and conditions of any existing mortgage or mortgages upon said real estate, on the part of the caortgagor required to be kept and perrazmed and shall have full power and authority with the consent or the mortAaee or mortgagees, to refund, replace, extend oz otherwise amea3 the same, snd to anticipate and accelerate any periodical payr.-ents therein required. (9) To subscribe for stock allotments and to e;;ercise all ritr.ts a:td privileges pertaining to securities which are available to tl:e owner thereof. {10) Ta receive or wake distribution of any trust herein created, either in money or in kind, ar partly i.n'money and partly in kind. The jud~ent of the- trustees as to what shall constitute an eSuitable distribution or apportionment shall be binding and conclusive upon the beneficiaries hereof. Nothing herein contained, however, shall enpo:~er the trustees to make distribution before the time or times specified herein. a. ~ / ;~' f ~_ {ll} Ta pay, collect, compromise, sue for or contract any claim or other matter, directly or indirectly, affecting the Trusts. (12) Td use income andJor principal to maintain in force any policies of life insurance which I may own on the life or lives of other persons or to receive in ift or purchase or maintain pre- viausly existing insurance or annuity contracts for the benefit of any beneficisry, primary or contingent, if the trustees determine that the best interest of my family would be served by purchasing said contracts or by continuing such insurance in force, and to exercise all the powers given to the owner of such policies. (I3)••To employ counsel, auditors, custodians, accountants, appraisers, engineers, and other persons, professional or otherwise, as ray be necessary for the proper administration of the Trusts, and to pay their compensation. for trust funds. {lei} To borrow money and as security thereof, to execute bonds and mortgages containing warrants of attorney, to cvn£ass ' judgment and to pledge personal property. {251 To incorporate any unincorporated business received rrom my estate. ~~ {l6) To carry an and conduct any business enterprise in which I may be engaged at my death. {l7) Ta hold, invest and account °or the separate Trusts in one or mare consolidated funds, in whole or is part, as they may determine. As to each consolidated fund, the divssion intro the various shares comprising such fund need be made only on the trustees' hooks of account, in which each Trust shall be alloted its grogortion- ate Bart of the principal and income of the fund and charged with its proportionate part of the expenses thereof, No such holding shall, however, defer the vesting is possession of any estate created herein. {18) As to each Treat created herein, to exercise aII the Bowers granted and aII the duties imposed herein until such time after the termination of that Trust as the property included in thaC Trust has been fully distributed, and to do aI3 other acts which, in their ,judgment., may be necessary or appropriate for the proper or advantageous management, investment or disposition of anq property included in any Trust created herein. TENT:I: The rights, titles, benefits, interests and estates of any beneficiary hereunder, including beneficiaries under the Trusts herein created shall not be subject to the sights oz claims of his or her 7 _ ~jt'~- 1 ;'~„ y creditors nor subjecC nor liable to any process of law or court, not subject to an assignment or transfer, voluntary or involuntary, by a beneficiary hereof to another, and all of the income, principal or other benefits froze or under any Trust herein created. or this Estate, shall be payable, az-d deliverable flniy, wholly exclusively and personally to .the designated beneficiaries hereunder at the time the designated beneficiaries are entitled to take the same under the terms of this instrument. ELEVENTH; I hereby diz~ect that my Executors, trustees, or any successor, as named by me herein, shall not be required to give bond, ar other security, required by law or otherwise, far the faithful performance of their duties, whethez as Executor or as successor Executor or trustee. TWELFTH: I direct that all dividends upon shares of stock at any time constituting part of my estate or any Trust hereby established payable in stock of the corporation declaring the same shall be deemed to be corpus. except that such stock dividends paid regularly (3,.e. at regular or substantially regular intervals} out of current earnings may, in the discretion of my Executors or trustees, be deemed to be income any my Executor and trustees shall. have full power and authority to determine whether any such dividends are so paid regularly out of current earnings. All cash dividends, irrespective whether the same are of the kind sometime described as-ordinary dividends or of the kind sometimes described as "extraordinary dividends." excepting liquidating dividends, shall be deemed to be income, and my Executors and trustees shall also have full power artd authority to determine whether any diva= deeds upon shares of stock in a wasting-asset corporation, and whe her any dividends of distributions in the stock of a corporation other than the one declaring the same, or other property, shal'L be treated as corpus or income or in~~part corpus and in part intone. Any election or deter- mination pursuant to this paragraph may be made by my Executors or trustees, irrespective as to whether the dividend ion question shall in fact constitute corpus or income provided, however, that nothing in this paragraph contained shall be deemed to authorize my Executors or trustees to retain nay dividends or any portions thereof, insofar as such ,retention would result in an illegal.. accu~lation of income. In the event that rigghts to subscribe to securities or other property shall accrue upon any of the securities or other property, my Executors and trustees are authorized, is their respective sole discretion, to exer- cise such rfghts.or to sell the same, anal insofar as may be permitted by law. the proceeds of such. sale., ar in the event of the exercise theze- of, the value thereof at the time of such exercise shall be and became a part of the corpus. .. c~-r' t 7~~ TKIRTEEI3TH: Notwithstanding the pavers herein otherwise given, Z direct that my stack in privately held corporations, supervised and administered by me as the Executive or operating officer prior to mY decease or my stack in privately held corporations which othe~i.sa is owned by me at my decease be not sold unless all of my trustees, and particularly my individual trustee or trustees, shah, agree in writing that such stack shall be sold. It is my desire that if expedient and possible, the busfinesses which I have personally directed during my lifetime and of which I have had an interest be continued for the bene- fit of and under the management and control of my imatediate family. FOURTEENTR: I hereby give unto toy Executrix, or her successors, hereinabove named, the fullest power and authority in all matters ar questions pertaining to the administration of my estate. executing the provisions of this my Last Wiil and Testament, including, but riot by way of limitation, the power and authority to determine all doubtful questions which may arise in the construction of this my Last Will and Testament and the trust hereunder; I further hereby authorize and em- power ttry Executrix, or her successors, pending settlement of toy estate, to sell, conveq, mortgage, lease, exchange, encumber or otherwise dispose of any and all of the property, real., personal or mixed, at any time be- longing to my estate, either at public or private sale,. without prior approval of anqq court, and at such times and far such price or prices and in any such case upon such terms as she tray think best in her dis- cretion, and i authorize and empower aiy said Executrix to execute, acknowledge and deliver to the purchasers, grantees, mortgagees, vendees, assignees or other persons,such contracts, deeds,. mortgages, bills of sale, and all other instruments of writing necessary or proper without obligation upon the latter to see to the proper application of the proceeds. She shall also have the power to cotapromise or atherwis~e to settle or adjust any and all .claims, charges, debts and detaands whatso- ever against ar in favor of ray estate, as fui2p as I could do if living. She shall further be empowered to carry on and conduct any business enterprise which Z may be engaged at ray death. to retain any assets, including. stocks or securities which 2 may awn at the time of ray death, pending settlement of my estate, without regard. as to whether or not such assets or securities are. legal investments far fiduciaries, and may stake distribution in kind to my trustees. Pending settlement of my estate, she shall also have the authority in 'her discretion to convert, sell, exchange or dispose of such assets and securities either for cash or for terms satisfactory to her and to acquire other assets without (imitation to securities ax investments as taay be declared legal far in- vestttent for fiduciaries. She snail further be empowered to barrow money, and to pledge assets of my Estate as security therefor., for the purpose of paying taxes which may be levied upon or payable by my estate, in accordance with this Will in the event that funds in the hands of ray Executrix, or her successors, shall be insu£ficieat to pay such taxes, and if, in the apiniart of my Executrix, or her successors, it appears that conversion of securities and other assets, real and persozzs2, would then be made at a sacrifice. q ~/!'Y'i 1 ~ ~~ FZF'xEENTA: I do hereby nominate, constitute and appoint my wife, BARBARA McK. MUMMA and mq daughter, LISA. M. Mt3MMA, or the survivor of thew, to be the co-Executrix~:s of this my Last Wi.I2 and Testament.. In the event that both my wife., BARBARA. McK. MtRIlKA, and my daughter, ZZSA M. Mi3MMA, st+ould both renounce this office, refuse this appointment, predecease ute or for any other reason be unable to serve in this capacity, Chen and in that event, I direct that the DAUPHIN DEPOSIT BANK. AND TRUST COMPANY, of Harrisburg, Penn- sylvania, shall be the successor Executor of this m3' Last WiII and. Testament and as such Executor shall have all the rights, privileges., obligations and duties conferred and created by reason of this appoint- ment. In addition, as established in paragraphs Seventh and Eighth of this my Zast Will and Testament, I nominate, constitute and appoint m9 wife, BARBARA McK. MUMMA, and mY daughter, LISA M. MtlMMA, to be the co-Trustees of Che Trusts established by tae is said paragraphs Seventh and. Eighth, to administer said Trusts as herein directed. In the event that my daughter,. LISA M. MUI~B~IA, should renounce this office as Trustee, refuse this appointment, predecease me or for any other reason be unable to serve in the capacity as Trustee, then and in that event, I direct that my son, ROBERT' M. MUMM~1, II, shall be the succes- sor co-Trustee to serve as such, with mY wife, BARBARA HcK. MUMMA, in brth of the Trusts herein created. Upon the failure, for any reason of my son to serve is that capacity, the DAiJPFLIN DEPO&ZT BANK AND TRUST COMPANY is hereby constituted and appointed to serve as the successor ca-Trustee, with mY wife, BARBARA tScK. MU1'SMA, in both of.the Trusts herein created. ~IN WITNESS WHEREOF, Z have hereunto set aty hand and seal this ,~~_day of Maq, A.D., 1982, at the end hereof. • SEAL) o ert ammo SIGNED, SEALED, PUBLZ5t3ED AtIC? DECLARED by the above-named Testator, ROBERT M. MUMFSA, as and for his Last Will az~d Teataacent, in the presence of us, who at his request, in his presence and is the presence of each other, aII being present at the same time, have hereunto set our hands as witteesses: ame ame r~ 7,; " ,..__ , FxRST conxciL Tt3 LAST wiLL AND TESTAMENT of R©BERT M. Mt3tt4MA iCPiOW ALL MEN BY TtgSE PRESENTS , that , whereas , Z , the undersigned, RdBERT M. Mt1Mt~tA, of the Borough of Wozmleysburg, County of Cumberland and Commonwealth of Per-nsplvania, did on the 19th daq of May. 19$2, make, execute, publish and declare my Last Will and Testament in writing, bearing date the dap and year aforesaid; and WFi£REAS, X now desire. to make certain changes therein and modifications thereof and additions thereto.. HOW, THEREFORE, I, Rt~BERT M. MNMMA, being of sound ia3.nd and memory, do make, publish and declare this ary First Codicil to my said Last Will and Testament in manner fal2awing, that is to say: I hereby revoke, in its entiretq, paragraph Fifteenth of my Last Will and Testament of May 19, 1982, and substitute in its place the following paragraph nvmsberad Fifteenth as if said paragraph had been fully set forth therein: FIFTEENTH: Ida hereby nominate, constitute and appoint taq wife, BARBARA McIC. MIJMMA, sad my daughter, LISA M. MtJ2R~A, now LZSA M. t~E}RGADT, to be the ca-~acecutrices of this. my bast Will and Testa- ment. Zn the event that my wife, BARBARA ttclt< MtTl~4~SA, or mg daughter, LISA M. MflRGAN, should. renounce this office, refust this apppointatemt, predecease me, ar far anq other reason be unable to serve i~a this capacity, then and.fn that event, Z direct that m9 daughter, BARBARA M. McCLiTRE, sha3.1 be the successor ca-Executrixc of this ~g Last Will acid Testament, and as such cc-Executrix shall have all of the rights, duties. priviiegas and obigatians conferred and crested bq reason of this appainttnent. I further direct that in the event of the inability, for any reason whatsoever, for any tvo of the above-named ca-Executrices tcriginal ar successor) to serve in such capacity, the third, the s~srvivar of the three, shall serve as a sole Executrix of this mY Last Will and Testament, however, in the event that all three 1 ?~ of my individual co-Executrices shall be for any reason unable to serve, then and in that event, I direct that DAUPIiZN DEPOSIT BANK AND TRt1ST COMPANY, of Harrisburg, Pennsylvania, shall be the successor Executor of this my Last Will and Testascent and as such successor Executor, shall have all. of the rights, duties, pzivileges, obligations and duties canfezred bq reason of this appointment. Zn addition, as to the tzusts established in paragraphs Seventh and Eighth of this my Last Will and Testament, I do now nominate, constitute and appoint my wife. BARBARA McK. MUMMA, and my daughter LISA M. MLTMNfA, now LISA M. MORGAN, to be the co-Trustees of both of the trusts established by me in paragraphs Seventh and Eighth, to administer said trusts as directed by my Last Will and Testament. Zn the event my daughter, LISA M. MORGAN, should renounce this office as Trustee, re- fuse this appointment, predecease me. or far any other reason is unable to serve in the capacity of Trustee, then and in that event, I direct that. my daughter, BARBARA M. McCLURE, shall be the successor ca-Trustee to serve as ca-Trustee with uiy wife, BARBARA McK. MUP4lA, in both of the trusts herein created, Upon the failure, for any reason of my daugher, BAT~BATtA Di. McCLURE, Co serve in that capacity, the DAUFHI~Y DE- POSZT BANK ANI? TRUST COMPANY. of Harrisburg, Pennsgl.- vania, is hereby constituted and appointed to serve as successor ca-Trustee with my wife, BARBARA, McK. MtTMMA, in bath of the trusts herein created. AND, I da hereby ratify and confirm all and singular the pravisiona of my said Last ili and Testame=tt dated Hay ~.4, 14$2, except as changed and modified by this my First Codicil thereto. .~IN WITNESS WHEREOF, I have hereunto set ary hand and seal this ~_day of t3ctaber, 19$4. / 7~ :~ SIGNED, SEALED, PUBLISHED AND DECLARED by the above-named Testator, ROBERT M. MUI~L1. as-and for hia First Codicil to his Last WiII and Testameo.t, dated May I9, I984, which Codicil can- sists of two (2) pages in addition to this page, in the presence of us, who at his request, in his. Aresence and in the presence of each other, aII being present at the same time, have~hereunta set our hands as witnesses: Name ~ ~~..~..'f'~*i, /~. A ress A3azesa~ ame A " yeas / r~