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HomeMy WebLinkAbout12-17-12 REV-1500 EX (01.10) 1505610140 OFFICIAL USE ONLY PA Department of Revenue Bureau of Individual Taxes INHERITANCE TAX RETURN County Code Year File Number PO BOX 280601 2 1 1 2 0 9 6 2 Harrisburg, PA 17128-0601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death MMDDYYYY Date of Birth MMDDYYYY 5 7 7 2 0 5 8 9 6 0 8 1 5 2 0 1 2 0 3 2 9 1 9 2 1 Decedent's Last Name Suffix Decedent's First Name MI M A R Y L E V I N E (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name MI Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW ❑X 1. Original Return 2. Supplemental Return 3. Remainder Return (date of death prior to 12-13-82) 4. Limited Estate 4a. Future Interest Compromise (date of 5. Federal Estate Tax Return Required death after 12-12-82) ❑X 6. Decedent Died Testate ❑ 7. Decedent Maintained a Living Trust 0 8. Total Number of Safe Deposit Boxes (Attach Copy of Will) (Attach Copy of Trust) R 9. Litigation Proceeds Received ❑ 10. Spousal Poverty Credit (date of death ❑ 11. Election to tax under Sec. 9113(A) between 12-31-91 and 1-1-95) (Attach Sch. O) CORRESPONDENT - THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Name Daytime Telephone Number H U B E R T X G I L R 0 Y 7 1 7 2 4 3 3 3 4 1 REGISTER OF WILLS USE ONLY First line of address A M M A R T S 0 N L A W O F F I C E S o Second line of address w 'tu C-D rjs = Td r- F-' S. t 9 rl 1 0 E A S T H I G H S T R E E T I- I-n -,3 City or Post Office State ZIP Code Z~IDREFILED ty5 Cj y -r ~y C A R L I S L E P A 1 7 0 1 3 C..3 5 ° rl Correspondent's e-mail address: HGILROY@MARTSONLAW.COM CJZ -v Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct and complete. Declaration of preparer other than the personal representative is based on all information of which preparer has any knowledge. SIGNATURE F PERSO ESPONSIBLE FOR FILING RETURN DATE ADDRESS 650 W. OLD ORK ROAD CARLISLE PA 17015 SIGN U R R THER THAN REPRESENTATIVE DATE Z ADD ESS 10 EAST HI STREET CARLISLE PA 17013 PLEASE USE ORIGINAL FORM ONLY Side 1 L 1505610140 1505610140 Continuation of REV-1500 Inheritance Tax Return Resident Decedent LEVINE MARY 21 12 0862 Decedent's Name Page 1 FOe Number Correspondents Name Daytime Telephone Number First One of address Second line of address City or Post Office State ZIP Code Correspondent's e-rrrall address: Under penaftfes of I re examined this return, Induding aeoompanyN edwdules and atatemenb, and to the best of my Mowledge and belief, It b true, coned ple . mr other than the personal repmsentatlve is based on all WonrmYon of which preparar has any imowbdge. SIGNATURE 181 UNG RETURN DATE c. 2 ~l ADDRESS 11301 HUNTOVER DRIVE ROCKVILLE MD 20854 Continuation of REV-1500 Inheritance Tax Return Resident Decedent LEVINE MARY 21 12 0962 Decedent's Name Page 1 File Number Correspondents Name Daytime Telephone Number First line of address Second line of address City or Post Office State ZIP Code Correspondent's e-mail address: Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct and complete. Declaration of preparer other than the personal representative is based on all information of which preparer has any knowledge. SIGNATURE OF PERSON RESPONSIBLE FOR FILING RETURN DATE ADDRESS 11301 HUNTOVER DRIVE ROCKVILLE MD 20854 J 1505610240 REV-1500 EX Decedent's Social Security Number Decedent's Name: L E V I N E M A R Y 5 7 7 2 0 5 8 9 6 RECAPITULATION 1. Real Estate (Schedule A) 1. 2. Stocks and Bonds (Schedule B) 2. 1 5 0 6 4 8 3. 2 5 3. Closely Held Corporation, Partnership or Sole-Proprietorship (Schedule C) 3. 4. Mortgages and Notes Receivable (Schedule D) 4. 5. Cash, Bank Deposits and Miscellaneous Personal Property (Schedule E)....... 5. 6. Jointly Owned Property (Schedule F) ❑ Separate Billing Requested 6. 3 0 8 5 2 . 7 8 7. Inter-Vivos Transfers & Miscellaneous N -Probate Property (Schedule G) 5 Separate Billing Requested 7. 8. Total Gross Assets (total Lines 1 through 7) 8. 1 5 3 7 3 3 6• 0 3 9. Funeral Expenses and Administrative Costs (Schedule H) 9• 5 4 0 6 2 . 5 0 10. Debts of Decedent, Mortgage Liabilities, and Liens Schedule I 10. 1 3 7 9 7. 1 9 11. Total Deductions (total Lines 9 and 10) 11. 6 7 8 5 9 . 6 9 12. Net Value of Estate (Line 8 minus Line 11) 12. 1 4 6 9 4 7 6 . 3 4 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax has not been made (Schedule J) 13. 14. Net Value Subject to Tax (Line 12 minus Line 13) 14. 1 4 6 9 4 7 6 . 3 4 TAX CALCULATION - SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, or transfers under Sec. 9116 (a)(1.2) X.0 _ 0. 0 0 15. 0. 0 0 16. Amount of Line 14 taxable at lineal rate X .045 1 4 5 9 4 7 6. 3 4 16. 6 5 6 7 6. 4 4 17. Amount of Line 14 taxable at sibling rate X .12 0. 0 0 17. 0. 0 0 18. Amount of Line 14 taxable at collateral rate X .15 1 0 0 0 0. 0 0 18. 1 5 0 0. 0 0 19. TAX DUE ......................................................19. 6 7 1 7 6. 4 4 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT ❑ Side 2 1505610240 1505610240 J REV-1500 EX Page 3 File Number Decedent's Complete Address: 21 12 0962 DECEDENT'S NAME LEVINE MARY STREET ADDRESS 1 LONGSDORF WAY CITY STATE ZIP - - CARLISLE PA 17015 Tax Payments and Credits: 1. Tax Due (Page 2, Line 19) (1) 67,176.44 2. Credits/Payments A. Prior Payments 60,000.00 B. Discount 3,157.80 Total Credits ( A + B) (2) 63,157.80 3. Interest (3) 4. If Line 2 is greater than Line 1 +Line 3, enter the difference. This is the OVERPAYMENT. Fill in oval on Page 2, Line 20 to request a refund. (4) 0.00 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. (5) 4,018.64 Make check payable to: REGISTER OF WILLS, AGENT PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: Yes No a. retain the use or income of the property transferred; ❑ 0 b. retain the right to designate who shall use the property transferred or its income; ❑ X❑ c. retain a reversionary interest; or ❑ X❑ d. receive the promise for life of either payments, benefits or care? ❑ X❑ 2. If death occurred after December 12, 1982, did decedent transfer property within one year of death without receiving adequate consideration? ❑ X❑ 3. Did decedent own an "in trust for" or payable-upon-death bank account or security at his or her death? ❑ X❑ 4. Did decedent own an individual retirement account, annuity or other non-probate property, which contains a beneficiary designation? ❑ X❑ IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. For dates of death on or after July 1, 1994, and before Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse 3 percent [72 P.S. §9116 (a) (1.1) (i)]. For dates of death on or after Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0 percent [72 P.S. §9116 (a) (1.1) (ii)]. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1, 2000: • The tax rate imposed on the net value of transfers from a deceased child 21 years of age or younger at death to or for the use of a natural parent, an adoptive parent or a stepparent of the child is 0 percent [72 P.S. §9116(a)(1.2)]. • The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4.5 percent, except as noted in 72 P.S. §9116(1.2) [72 P.S. §9116(a)(1)]. • The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is 12 percent [72 P.S. §9116(a)(1.3)]. A sibling is defined, undE Section 9102, as an individual who has at least one parent in common with the decedent, whether by blood or adoption. REV-1503 EX + (6-98) SCHEDULE B COMMONWEALTH OF PENNSYLVANIA STOCKS & BONDS INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF FILE NUMBER LEVINE MARY 21 12 0962 All property jointly-owned with right of survivorship must be disclosed on Schedule F. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1. Morgan Stanley/Smith Barney Account No. 661-082006-223 1,506,483.25 See attached valuation TOTAL (Also enter on line 2, Recapitulation) $ 1,506,483.25 (If more space is needed, insert additional sheets of the same size) REV-1509 EX+ (01-10) pennsylvania SCHEDULE F DEPARTMENT OF REVENUE JOINTLY-OWNED PROPERTY INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF: FILE NUMBER: LEVINE MARY 21 12 0962 If an asset was made jointly owned within one year of the decedent's date of death, it must be reported on Schedule G. SURVIVING JOINT TENANT(S) NAME(S) ADDRESS RELATIONSHIP TO DECEDENT A. Kenneth J. Levine 625 Old York Road Son Carlisle, PA 17015 B. C. JOINTLY-OWNED PROPERTY: LETTER DATE DESCRIPTION OF PROPERTY %u OF DATE OF DEATH ITEM FOR JOINT MADE INCLUDE NAME OF FINANCIAL INSTITUTION AND BANK ACCOUNT NUMBER OR SIMILAR DATE OF DEATH DECEDENT'S VALUE OF NUMBER TENANT JOINT IDENTIFYING NUMBER. ATTACH DEED FOR JOINTLY-HELD REAL ESTATE. VALUE OF ASSET INTEREST DECEDENT'S INTEREST 1. A. 02/09/96 Bank of America checking, 0039 1600 6328 36,164.79 50. 18,082.40 See attached 2. A. 02/09/96 Bank of America savings, 0000 9015 4635 7,978.32 50. 3,989.16 See attached 3. A. 09/29/08 Orrstown Bank 146001375 15,915.49 50. 7,957.75 See attached 4. A. 10/05/04 Wells Fargo 1010103623179 1,646.94 50. 823.47 See attached TOTAL (Also enter on Line 6, Recapitulation) $ 30,852.78 If more space is needed, use additional sheets of paper of the same size. REV-1511 EX+ (10-09) pennsylvania SCHEDULE H DEPARTMENT OF REVENUE FUNERAL EXPENSES AND INHERITANCE TAX RETURN A RESIDENT DECEDENT DMINISTRATIVE COSTS ESTATE OF FILE NUMBER LEVINE MARY 21 12 0962 Decedent's debts must be reported on Schedule 1. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES: 1. Edward Sagel Funeral Direction, Inc., Rockville, MD 7,295.00 2. National Memorial Park Cemetary, Arlington, VA 5,417.00 B. ADMINISTRATIVE COSTS: 1. Personal Representative Commissions: Name(s) of Personal Representative(s) Street Address City State ZIP Year(s) Commission Paid: 2. Attorney Fees: Martson Law Offices (estimated) 40,000.00 3. Family Exemption: (If decedent's address is not the same as claimant's, attach explanation.) Claimant Street Address City State ZIP Relationship of Claimant to Decedent 4. Probate Fees: Cumberland County Register of Wills 985.50 5 Accountant Fees: 6. Tax Return Preparer Fees: 7. Filing fee, Inheritance Tax return 15.00 8. Additional Probate fee 350.00 TOTAL (Also enter on Line 9, Recapitulation) $ 54,062.50 If more space is needed, use additional sheets of paper of the same size. REV-1512 EX+ (12-08) pennsylvania SCHEDULE DEPARTMENT OF REVENUE DEBTS OF DECEDENT, INHERITANCE TAX RETURN MORTGAGE LIABILITIES, & LIENS RESIDENT DECEDENT ESTATE OF FILE NUMBER LEVINE MARY 21 12 0962 Report debts incurred by the decedent prior to death that remained unpaid at the date of death, including unreimbursed medical expenses. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1. National Inquirer, account payable 48.70 2. Continuing Care RX, account payable 2,895.17 3. Christian Companion, account payable 2,384.67 4. Verizon, account payable 48.60 5. Cumberland Crossings, account payable 8,420.05 TOTAL (Also enter on Line 10, Recapitulation) $ 13 797.19 If more space is needed, insert additional sheets of the same size. REV-1513 EX+ (01-10) pennsylvania SCHEDULE J DEPARTMENT OF REVENUE BENEFICIARIES INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF: FILE NUMBER: LEVINE MARY 21 12 0962 RELATIONSHIP TO DECEDENT AMOUNT OR SHARE NUMBER NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY Do Not List Trustee(s) OF ESTATE I TAXABLE DISTRIBUTIONS [Include outright spousal distributions and transfers under Sec. 9116 (a) (1.2).] 1. Martin Levine Lineal 714,311.78 11301 Huntover Road 1/2 of Estate Residue Rockville, 20852 2. "Kenneth J. Levine Lineal 495,164.56 650 W. Old York Road Sch F assets + 1/2 of Carlisle, PA 17015 Estate residue $250000) 3. Daniel S. Levine Lineal 125,000.00 650 W. Old York Road Carlisle, PA 17015 4. Shiri N. Levine Lineal 125,000.00 650 W. Old York Road Carlisle, PA 17015 5. Roni I. Handler Collateral 5,000.00 56 Tannery Hill Drive Hamburg, NJ 07419 6. Catherine Summerville Collateral 5,000.00 6406 Hollins Drive Bethesda, MD 20817 * * See attached Disclaimer ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 18 OF REV-1500 COVER SHEET, AS APPROPRIATE. II. NON-TAXABLE DISTRIBUTIONS: A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT TAKEN: 1. B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS: 1. TOTAL OF PART II - ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET. $ If more space is needed, use additional sheets of paper of the same size. IN RE: ESTATE OF IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA MARY LEVINE, ORPHANS' COURT DIVISION DECEASED NO. 21-12-0962 DISCLAIMER WHEREAS, 1, Hagar Levine, may have become a beneficiary of the Estate of Mary Levine pursuant to the filing of a disclaimer by Kenneth Levine in the above captioned Estate of Mary Levine; and WHEREAS, I desire to disclaim any and all interest I may have in the Estate of Mary Levine pursuant to 20 Pa.C.S.A. Section 6201 et seq. NOW, THEREFORE, I, Hagar Levine, hereby disclaim any and all interest or rights I may have in the Estate of Mary Levine. IN WITNESS WHEREOF, intending to be legally bound hereby and intending that this Disclaimer shall be filed of record in the Office of the Clerk of the Orphans' Court Division of the Court of Common Please of Cumberland County, Pennsylvania, I have hereunto set my hand and 10 seal, this day of December, 2012. Hagar Levine COMMONWEALTH OF PENNSYLVANIA ss COUNTY OF CUMBERLAND : On this, the 1 day of 2012, before me, a Notary Public personally appeared Hagar Levine, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that she executed the same for the purposes therein contained. viii pr T1 I.~T~Ee Notary Public F?FILESTlients\14895 Mary Levine\Estate\14895. LDisclaimer Kenneth Levine.wpd IN RE: ESTATE OF IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA MARY LEVINE, ORPHANS' COURT DIVISION DECEASED NO. 21-12-0962 DISCLAIMER WHEREAS, I, Kenneth Levine, am a beneficiary in the above captioned Estate of Mary Levine; and WHEREAS, I desire to disclaim a portion of my interest in the Estate of Mary Levine pursuant to 20 Pa.C.S.A. Section 6201 et seq. NOW, THEREFORE, I hereby disclaim my portion of the Estate of Mary Levine consisting of the first $250,000.00 in funds to be distributed to me pursuant to the Will of Mary Levine and the administration of the Mary Levine Estate. I specifically hereby reserve and do not disclaim any interest I may have in the Estate of Mary Levine over and above the sum of $250,00.00. IN WITNESS WHEREOF, intending to be legally bound hereby and intending that this Disclaimer shall be filed of record in the Office of the Clerk of the Orphans' Court Division of the Court of Common Please of Cumberland County, Pennsylvania, have hereunto set my hand and seal, this day of December, 2012. Kenne Levine COMMONWEALTH OF PENNSYLVANIA ss COUNTY OF CUMBERLAND On this, the day of 2012, before me, a Notary Public personally appeared Kenneth Levine, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same for the purposes therein contained. - cI?I+a,ct ,YU Notary Public 045-195-004 CrMS:101003i LAST WILL AND TESTAMENT j OF I j MARY LEVINE I, MARY LEVINE, a resident of Montgomery County, Maryland, i being of sound and disposing mind, memory and understanding, do make, publish and declare this as and for my Last Will and j Testament, hereby revoking any and all former Wills and Codicils which I have heretofore made. i it PREAMBLE I! ij At the time of the execution of this Will, I am widowed and not remarried and I have two (2) living children, namely, MARTIN LEVINE and KENNETH LEVINE. For all purposes of this Will, the j terms "child or children shall refer only to my children named i above. Further, for all purposes of this Will, the term "issue" ~i lor "descendant" shall mean a child (as defined above), 'grandchild, great-grandchild, or more remote descendant, whether so related by blood or legal adoption, and also including any of ~~the aforesaid born or adopted after the execution of this Will. j ARTICLE FIRST: PAYMENT OF DEBTS, EXPENSES OF LAST j; ILLNESS ADMINISTRATION EXPENSES FUNERAL EXPENSES AND TAXES: Ii I direct the Personal Representatives to pay out of and/or i ''charge against my estate, to the maximum extent possible: I A. All of my just and enforceable debts (excluding any SHULMAN, ROGERS, GANDAL ~i debt or debts secured by a mortgage or mortgages or any other PORDV 6 ECKEa, P.A. POCKVILLE, MD 20952.2743 lien on any property owned by me), all administration expenses of my estate, expenses of my last illness and my funeral and burial expenses, including the cost of a suitable burial lot and j I perpetual care thereof, and the cost of the erection of a suitable monument or marker, or both, or such of these as have ~I ji not been otherwise provided for during my lifetime; and the amount to be expended for such funeral and burial expenses shall j be in the discretion of the Personal Representatives free of any limitation or restriction imposed by law; and all of such amount or amounts may be paid by the Personal Representatives without any order of court; and I B. 1. All estate, inheritance or other similar taxes by whatever name called, including any interest and penalties thereon, payable by reason of my death in respect of property included in my gross estate for death tax purposes (but excluding ~I (a) any generation-skipping transfer taxes, (b) any additional tax under Section 2032A(c) and Section 2057(f) of the Code or any similar recapture provisions of the Federal revenue laws, (c) any tax under Section 2056A of the Code, and (d) any death taxes j I I imposed as a result of the inclusion of property in my estate I i lunder Section 2044 of the Code (and similar sections(s) of any I lother Federal revenue laws)) (herein referred to as "Death I I ;Taxes"), shall be paid, without apportionment, out of that i portion of my Residuary Estate disposed of under ARTICLE THIRD ,I SSHULMAN, ROGERS, GANDAL j PoRDY 6 ECKER, P.A. 2 ROCKVILLE. NO 2008L852-2743 I 1 6 ~ I which does not qualify for any charitable deduction for Federal estate tax purposes. 2. Notwithstanding the provisions of subparagraph B.1. of this ARTICLE FIRST, if any part of my gross estate consists of property passing outside of this Will which generates; ,I Death Taxes (herein referred to as the "Taxable Nontestamentary Property"), then the recipient of the Taxable Nontestamentary Property shall be responsible for an amount equal to the portion of the total Death Taxes to be paid resulting from the inclusion ~ i of the Taxable Nontestamentary Property in my gross estate and the Personal Representatives shall be entitled to collect the same from such recipient; provided, however, that no Death Taxes shall be collected from the recipient of Taxable Nontestamentary Property which qualifies for any charitable deduction for Federal j estate tax purposes. ARTICLE SECOND: DISPOSITION OF JOINTLY HELD PROPERTY AND SPECIFIC BEQUESTS: A. I hereby confirm my intention that the beneficial interest in all property, real or personal, tangible or intangible (including, without limitation, stocks, bonds or other securities and checking or savings accounts in any bank, savings I l; and loan association or similar institution), which is registered ilor held at the time of my death jointly (other than as tenants in 1common) in the names of myself and any other person, shall pass by right of survivorship or operation of law and outside of the SHULMAN, ROGERS, GANDAL 3 Ponor 6 ECKEa, P.A. 1 FOCKVILLE, MD 20852-2743 1 i terms and provisions of this Will to such other joint owner if such other joint owner survives me. In the event that my intention may be defeated by any rule of law with respect to any i i such jointly held property, I give, devise and bequeath such jointly held property to such other joint owner if such other joint owner survives me. B. 1. I give and bequeath the sum of FIVE THOUSAND DOLLARS ($5,000) in cash, outright and free of trust, to my I, friend, RONI I. HANDLER, if she survives me. 1 2. I give and bequeath the sum of FIVE THOUSAND DOLLARS ($5,000) in cash, to my friend, CATHERINE SUMMERVILLE, if she survives me. i ARTICLE THIRD: RESIDUARY ESTATE: I hereby direct that all the rest, residue and remainder of my estate remaining after payment or making provision for payment of all my just expenses, costs and debts as provided in ARTICLE FIRST above, and after satisfying all bequests and devises made in the above items of this Will, consisting of all of my property i (real, personal or mixed) of whatsoever kind and description and I, wheresoever situate, tangible or intangible, which I shall own or ~to which I shall in any way be entitled at the time of my death iIor over which I shall have the power of testamentary disposition 11 (but excluding any property over which I have, at the time of my ii !!death, solely a power of appointment), hereinafter referred to as SHULMAN, ROGERS, GANOAL PORDY 6 ECKER, P.A. 4 ROCKVILLE, MD 20652-2 743 I my "Residuary Estate", shall be sold by my Personal j Representatives, and the proceeds in cash therefrom shall be i disposed of as follows: A. The proceeds from the sale of my entire Residuary i j Estate shall be divided into such number of equal parts as shall provide one such part for each of my sons who survives me and one; j such part for each of my sons who has predeceases me leaving his surviving widow or any of his surviving issue. Such equal parts I i shall be disposed of as follow: I 1. Each such part so provided for a then-living son i j of mine shall be paid over and distributed, outright and free of i trust, to such then-living son. i 2. Each such part so provided for a then-deceased son I of mine who leaves a then-living widow shall be paid over and i i distributed to my Trustees, as hereinafter named, IN TRUST. The i Trustees shall hold, manage, administer, invest and reinvest the same, shall collect the income therefrom and, after deducting all i charges attributable thereto, may pay, to or for the benefit of my deceased son's widow, such sums from the net income and/or 11principal of such widow's trust as the Trustees shall deem %Inecessary or desirable for such widow's health, support, !education or maintenance, or to establish such widow in a i j business or to encourage such widow to remain in any business in j which such widow may be engaged, or to assist such widow in the I i SHULMAN,ROGERS, GANDAL j PORDY 6 ECKrn. P.A. ROCKVILLE, MD 20852-2743 t acquisition of a home, or for any other purpose that will further, i the best interests of such widow. Any income not so distributed shall be added to the principal of such widow's trust annually. I Upon such widow's death, her trust shall terminate and the then- i remaining balance of principal and undistributed income, if any, I ii of such trust shall be disposed of as provided in subparagraph A.3. of this ARTICLE THIRD. i I 3. Each part so provided for a then-deceased son of I~ mine who leaves no then-living widow (or whenever it is provided in this Will that property shall be disposed of as provided in subparagraph A.3. of ARTICLE THIRD, such property) shall, subject I to the provisions of ARTICLE FOURTH, be distributed to such deceased son's then-living issue, per stirpes. B. If I am not survived by any of my descendants or either of my sons' widows, or in the event that at any time provided for the distribution of my estate or any trust created hereunder there are no persons then-living who are entitled to receive the 'I II distribution of my estate or such trust under the terms above, then said distribution shall be paid to those of my heirs living j i on the date of distribution, as though I died on the date of distribution of such property intestate, without a spouse and a !j I resident of the State of Maryland. II' ,I I I , i II 51-IULMAN, ROGERS. GANDAL ICI 6 PORDY 6 ECKER, P.A. ROCKVILLE, MD 20852.2743 I ARTICLE FOURTH: TRUSTS FOR GRANDCHILDREN; PAYMENTS TO OTHER BENEFICIARIES: Ili A. Trusts for Grandchildren: Notwithstanding any i foregoing provision of this Will to the contrary, if at any time I j any share of my Residuary Estate (or upon the termination of any it trust established hereunder, any share of such trust) becomes distributable free of trust to a grandchild of mine who has not yet attained the age of THIRTY-FIVE (35) years, then such grandchild's share shall not vest in or be distributed to such I ~ grandchild outright, but shall, instead, be distributed to the i Trustee, as hereinafter named, IN TRUST. The Trustee shall hold, manage, administer, invest and reinvest the same, shall collect the income therefrom and, after deducting all charges attributable thereto, may pay, to or for the use or benefit of such grandchild, such sums from the net income and/or principal i of such grandchild's trust as the Trustee shall deem necessary or desirable for such grandchild's health, support, education or maintenance, or to establish such grandchild in a business or profession, or to encourage such grandchild to remain in any business in which such grandchild may be engaged, or to assist i such grandchild in the acquisition of a home, or for any other ; purpose that will further the best interests of such grandchild. i ;'Any income not so distributed shall be added to the principal of such grandchild's trust annually. I SMULMAN, ROGERS, GANDAL II PORDY 6 ECKER P.A. ROCKVILLE. MD a..;, 2743 / I'I 1. When such grandchild attains the age of TWENTY- FIVE (25) years (or, if at the time when such part is set aside for such grandchild, such grandchild shall already have attained such age but not the age of THIRTY (30) years, then at such ~I ~J time), the Trustee shall pay over and distribute, outright and i j~ free of trust, ONE-THIRD (1/3) of the then-remaining balance of principal and undistributed income, if any, of such grandchild's trust to such grandchild. When such grandchild attains the age of THIRTY (30) years, the Trustee shall distribute, outright and I ifree of trust, ONE-HALF (1/) of the then-remaining balance of principal and undistributed income, if any, of such grandchild's I trust to such grandchild; provided, however, that, if at the time I the part referred to in this subparagraph A.1. is set aside for such grandchild, such grandchild shall have attained at least the age of THIRTY (30) years but not the age of THIRTY-FIVE (35) years, then, at such time, the Trustee shall pay over and distribute to such grandchild, outright and free of trust, TWO- THIRDS (2/3) of the then-remaining balance of principal and I i undistributed income, if any, of such grandchild's trust. When j +Isuch grandchild attains the age of THIRTY-FIVE (35) years, such I grandchild's trust shall terminate and the Trustee shall pay over i I Ijand distribute the then-remaining balance of principal and undistributed income, if any, of such grandchild's trust to such ~I t grandchild. II I SHULMAN, ROGERS, GANDAL III PORDY 6 ECNER, P. A. I ROCKVILLE, MO 20852-2]43 I I J 2. In the event of the death of a grandchild prior to complete distribution of such grandchild's trust, such trust, or i the remainder thereof, shall be distributed as follows: a. The Trustee shall, subject to the provisions of paragraph B. of this ARTICLE FOURTH, pay over the remaining j principal and any accrued and undistributed income of such trust I, to such grandchild's issue who shall survive such grandchild, per I it stirpes; or, in default of such issue, subject to the provisions of paragraphs A. and/or B., as the case may be, of this ARTICLE j FOURTH, to the issue of such grandchild's parent who shall survive such grandchild (which issue are also issue of mine), per stirpes; or, in default of such issue, subject to the provisions of paragraphs A. and/or B., as the case may be, of this ARTICLE FOURTH, to my issue who shall survive such grandchild, per I stirpes; or, if there are no issue of mine surviving such I grandchild, to such of the beneficiaries identified or described in Paragraph B. of ARTICLE THIRD of this Will (i) who would be ientitied to my Residuary Estate had I died after such grandchild with no spouse or issue surviving me and (ii) who shall survive such grandchild, in the same proportions as described therein; provided, however, that if any share or portion of a share would Ilbe held for and/or distributed to a person for whom a trust is then being administered under this Will, such share or portion of SHULMAN, ROGERS, GANDAL n FORD, ECKER, P.A. J ROCKVILLE, MD 20852-2743 I ~ / I I i such share shall be added to that trust and shall thereafter be administered and distributed according to its terms. b. Notwithstanding the foregoing, if upon such grandchild's death a generation-skipping transfer would occur if such trust were distributed as directed in subparagraph A.2.a. of this ARTICLE FOURTH which, but for this provision, would be li subject to a generation-skipping tax, then each share of the trust which would (i) be distributed under said subparagraph A.2.a. to a "skip person" (as that term is defined in Section 2613(a) of the Code) and (ii) be subject to generation-skipping transfer tax, shall be distributed as such grandchild shall by li Will appoint, by specific reference to this power, whether in favor of such grandchild, such grandchild's estate, such grandchild's creditors or the creditors of such grandchild's estate. In default of the exercise of such general power of jappointment, or to the extent that the same is not exercised effectively, or in the event no general power of appointment I exists pursuant to the foregoing sentence, such share of the i j trust shall be paid over and distributed to the beneficiary to i whom such share would otherwise have been distributed under subparagraph A.2.a. above. i B. Payments to Other Beneficifaries: If at any time any lproperty becomes distributable free of trust to a beneficiary (other than a grandchild of mine) who has not attained the age of 1 10 SHULMAN, ROGERS, GANOAL It PORGY S ECKER, P.A. ROCKV ILLE, MO 20052-2743 ~I eighteen (18) years (or twenty-one (21) years if distribution is made pursuant to subparagraph B.1. below and the custodianship can continue to such age), then such property shall immediately I vest in the beneficiary, but the fiduciaries, in the fiduciaries'; ii discretion, may hold and/or distribute such property as follows: i 1. The fiduciaries may pay over such property to a j custodian for such minor under a Uniform Gifts or Transfers to ~I Minors Act. If such property is paid to a custodian, the custodian may be appointed by the fiduciaries, and the i custodianship shall continue for the maximum period allowable under the applicable Uniform Act. 2. The fiduciaries may retain possession of such i property during the period in which the beneficiary is under the age of eighteen (18) years. If the property is retained by the fiduciaries, then during such retention, the fiduciaries shall j use and expend so much of the net income and/or principal of such property as the fiduciaries shall deem necessary or desirable for f such beneficiary's health, support, education or maintenance, or for any other purpose that will further the best interests of the j I beneficiary. Such payments may be made to the natural or legal guardian, or to the person with whom such beneficiary resides, or 1 I I directly to such beneficiary, or otherwise, as the fiduciaries I may from time to time deem advisable, and the fiduciaries shall I accumulate for the benefit of such beneficiary any income not so SHULMAN, ROGERS, GANDAL j PORGY 6 ECKER, P.A. 1 POCKVILLE. MD 208522743 applied or paid. When such beneficiary attains the age of eighteen (18) years, the entire amount then held for such i beneficiary shall be distributed to such beneficiary, and in case! of the death of such beneficiary prior thereto, shall be distributed to such beneficiary's estate. ARTICLE FIFTH: SPENDTHRIFT PROVISION: To the extent permitted by law, the beneficiaries of my j estate or any trust created hereunder shall not have any right to assign, transfer, hypothecate, encumber, anticipate or commute I ~ their interest.s in any distributions or payments made hereunder. i To the extent permitted by law, such distributions or payments I shall not in any way be subject to any legal process levying upon or attaching the same for payment of any claims against any of the beneficiaries. If any beneficiary shall alienate or attempt to alienate such income or principal, or if, by reason of i bankruptcy, insolvency, or any other means, said income or i principal could no longer be personally enjoyed by such ,beneficiary, but would become vested in or payable to some other person, then the fiduciaries may in the fiduciaries' complete and i liuncontrolled discretion, refrain from paying such income or !!principal to such beneficiary in whole or in part, or apply it to lithe maintenance and support of such beneficiary, or pay the whole Ilor part of it to one or more member of such beneficiary's family. i JARTICLE SIXTH: SIMULTANEOUS DEATH CLAUSE: j I i II SHULMAN, RO6ER8, GANDAL i 12 PORDY S ECKER, P.A. ROCKVILLE. MD 20852-2743 III If any beneficiary and I should die under such circumstances] I that the order of our respective deaths cannot be established by adequate proof, or if such beneficiary shall not survive me by atj I i i least sixty (60) days, then it shall be conclusively presumed for the purposes of this Will that said beneficiary predeceased me. i ARTICLE SEVENTH: APPOINTMENT OF FIDUCIARIES; FIDUCIARIES' RIGHTS, POWERS AND DUTIES; PERSONAL I I REPRESENTATIVE'S SPECIAL ELECTIONS; RULE AGAINST PERPETUITIES: I i A. Appointment of Fiduciaries: II 1. I hereby nominate, constitute and appoint my children, MARTIN LEVINE and KENNETH LEVINE, to serve together as i I Personal Representatives. In the event that either of my children fails to act or ceases to serve for any reason, then the remaining child may serve as sole Personal Representative. I Whenever there are two Personal Representatives serving, action I may be taken only unanimously; provided, however, that, if my Personal Representatives cannot reach a unanimous agreement with 'I I ~jrespect to any action made or to be taken with respect to my II j Restate, then I appoint my nephew, STEVEN H. LEVINE, of I I ('Washington, D.C., as sole arbitrator for purposes of settling any I' llsuch disagreement i 2. a. In the event that my son, MARTIN LEVINE, (shall predecease me, I hereby nominate, constitute and appoint my !Ifriend, MARTIN P. SCHAFFER, and MARTIN's surviving widow to serve I I SNULMAN,ROGERB,GANOAL 13 PORGY 6 ECKER, P.A. ROCKVILLE, MO 20852-2743 together as Trustees of any trust established under subparagraph III A.2. of ARTICLE THIRD for the benefit of MARTIN's family; provided, however, that if MARTIN P. SCHAFFER fails to act or ceases to serve as Trustee, then SHELDON DOSIK, of New York, New i York, shall serve in MARTIN P. SCHAFFER's place and stead. I hereby direct that in no event shall my daughter-in-law serve as sole Trustee of any trust of which she is also a beneficiary. I' b. In the event that my son, KENNETH LEVINE, i shall predecease me, I hereby nominate, constitute and appoint my I friend, DANIEL KRAFT, and KENNETH's surviving widow to serve I I~together as Trustees of any trust established under subparagraph i A.2. of ARTICLE THIRD for the benefit of KENNETH's family; provided, however, that if DANIEL KRAFT fails to act or ceases to serve as Trustee, then STEVEN H. LEVINE shall serve in DANIEL KRAFT's place and stead. I hereby direct that in no event shall i (my daughter-in-law serve as sole Trustee of any trust of which Ishe is also a beneficiary. C. Notwithstanding any other provision of this j il,Will to the contrary, the subsequent remarriage of a widow of a 11son of mine after a trust has been created for the benefit of (such widow under the provisions of subparagraph A.2. of ARTICLE it I I~THIRD, shall not terminate such trust, nor shall such subsequent ~I ~I I I SNULMAN, ROGERS, GANDAL 14 PORDY 6 ECHER, P.A. ROCKVILLE, MD LOSS2.2743 remarriage, in and of itself, cause such widow to cease to serve i~ as Trustee hereunder. d. I hereby nominate, constitute and appoint MARTIN P. SCHAFFER to serve as Trustee of any trust established under paragraph A of ARTICLE FOURTH for the benefit of the I children of my son, MARTIN LEVINE; provided, however, that if MARTIN P. SCHAFFER fails to act or ceased to serve as Trustee, I i then SHELDON DOSIK shall serve in MARTIN P. SCHAFFER's place and stead. e. I hereby nominate, constitute and appoint DANIEL KRAFT and his wife, CATHY KRAFT to serve together as Co- Trustees of any trust established under paragraph A of ARTICLE FOURTH for the benefit of the children of my son, KENNETH LEVINE; provided, however, that if DANIEL KRAFT and CATHY KRAFT both fail to act or ceased to serve as Trustees, then my nephew, MARK i LEVINE and his wife, ILENE LEVINE, shall serve in DANIEL KRAFT i and CATHY KRAFT's place and stead. i 3. a. Each person who is appointed as Personal Representative pursuant to the provisions of this Will (other I i than an ancillary Co-Personal Representative appointed hereunder) i shall have the power to appoint one or more persons to serve as a I~ successor Personal Representative or Co-Personal Representative; provided, however, that any such designation must be approved by all Personal Representatives then serving hereunder. SMULMAN, ROGERS, GANDAL PORGY 6 ECKE P.A. 15 ROCKVILLE. MD Zl.-2743 i `hl b. In the event no Personal Representative appointed pursuant to this Will is willing or able to serve, a j majority of the adult beneficiaries of my estate (or, if there are no such adult beneficiaries, then a majority of the minor beneficiaries of my estate, as represented by their Guardians) shall appoint one or more persons to serve as Personal Representative of my estate. l c. Any such appointment shall be made by inter vivos or testamentary written instrument delivered to the designee. 4. a. Any Trustee serving hereunder shall have the I power to appoint one or more persons to serve as a successor I Trustee or Co-Trustee; provided, however, that any such designation must be approved by all Trustees then serving hereunder. b. Notwithstanding any other provisions of this Will to the contrary, no individual Trustee shall participate in any decision regarding any discretionary payment or application of principal or income to or for the benefit of any beneficiary who the Trustee is legally obligated to support or from any trust i of which the Trustee is an income beneficiary, a remainderman or l an eligible income beneficiary or remainderman, nor may any individual Trustee participate in any discretionary termination I of any such trust. All.such decisions shall rest exclusively in I it SHULMAN, RDDERS, GANDAL PORDV 6 ECKER, P.A. 16 ROCKVILLE. MD 208522]43 I I I I the discretion of the other Trustee or Trustees then acting j hereunder. The preceding sentences shall not apply to a power toj make distributions to a beneficiary pursuant to a standard i limiting such distributions to the beneficiary's needs for health, support, maintenance or education. C. In the event of the resignation, refusal or inability to act of any Trustee acting or appointed to act hereunder, if no successor Trustee is designated by this Will or by said Trustee, a majority of the adult beneficiaries of such j i trust who are at the time entitled to or eligible to receive i income from the trust (hereinafter the "income beneficiaries") i or, if none, the parents, guardians, or conservators of a majority of the minor income beneficiaries, may appoint a successor Trustee to administer the trust; provided, however, that such beneficiaries may not appoint as successor Trustee any person who is a beneficiary of the trust or the spouse of a beneficiary. I~ d. Any such appointment shall be made by inter i vivos or testamentary written instrument delivered to the f designee. I e. Any Trustee acting hereunder may at any time resign from such office (i) upon giving at least thirty (30) days notice in writing to the other Trustee or Trustees then acting, or upon the earlier written consent of such other Trustee or I SHVLMAN, R OGE R$, GANOAL 17 IOROY 6 ECKER, P.A. ROCKVILLE. MO 20852-2743 j j i i Trustees upon receipt of such written notice, or, (ii) if the Trustee shall then be serving as the sole Trustee, upon giving at least thirty (30) days notice in writing to the then-current ! income beneficiaries (whether mandatory or discretionary) of such) trust and to those remaindermen who would take if the trust terminated at such time and who are then sui luris, or upon the earlier written consent of such then-current income beneficiaries' ! (whether mandatory or discretionary) and remaindermen of such trust upon receipt of such written notice; provided, however, that if there shall be no such then-current income beneficiary (whether mandatory or discretionary) and no such remainderman, and such Trustee shall then be serving as sole Trustee of such trust, such Trustee's resignation and appointment shall not be effective unless and until a successor Trustee shall have been appointed and such successor Trustee shall have executed and delivered to the resigning Trustee a written instrument acknowledging such successor Trustee's acceptance of the ! appointment. Said notice of resignation shall specify the date or event upon which such resignation shall become effective. The power of a Trustee to resign shall apply concurrently and i successively to all successor Trustees. When such resignation or when the removal of a Trustee becomes effective, the resigning or j removed Trustee: (i) shall promptly transfer, pay over and deliver the trust property and records in such Trustee's hands to ii SHULMAN, ROGERS, GANDAL 18 Poaor 6 ECNER,P.A. ROC-LLE, MD 20852-2743 any other Trustee who is then acting, (ii) shall thereafter be discharged from all powers, trusts, duties or obligations hereunder and (iii) shall no longer be a Trustee. j 5. My estate or any trust created hereunder may pay to any fiduciary fair and reasonable compensation for services performed for my estate or any trust created hereunder. For purposes of this paragraph, fair and reasonable compensation I shall be determined as follows: i a. The standard hourly rate of an individual fiduciary who provides professional services to my estate or any trust created hereunder shall be deemed to be ipso facto fair and reasonable compensation for the services performed by such fiduciary for my estate or any trust created hereunder. Further, the rate which is equivalent to the rate which an individual engaged in the business of providing estate or trust i administration services charges for such services shall be deemed to be fair and reasonable compensation for a fiduciary who does I not provide professional services on a standard hourly basis. b. Any corporate fiduciary serving hereunder shall receive compensation for services performed for my estate ~w or any trust created hereunder in accordance with the corporate I~fiduciary's published fee schedule' as amended from time to time. 6. I direct that no bond or surety on bond shall be i required of any fiduciary appointed hereunder or in accordance I !I SMVLMAN, ROCiE R3, GANOAL PORDY 6 ECNER, P.A. , 19 ROCKVILLE, MO 2O852-2143 1 i j I i i I i 1 herewith for the faithful performance of such fiduciary's duties in any fiduciary capacity hereunder in any jurisdiction; or if i bond or other security is required by law, it is my request that it shall be a nominal bond or other security. 7. Except for willful default or gross negligence, nol l fiduciary shall be liable for any act, omission, loss, damage or I expense arising from the performance of such fiduciary's duty j 1 under this instrument. A successor fiduciary shall succeed to all the powers, duties and discretionary authority of an original fiduciary. No fiduciary shall be liable or responsible in any way for any acts or defaults of any predecessor fiduciary, but such fiduciary shall be liable only for such fiduciary's own acts or defaults in respect to property actually received by such successor fiduciary. 8. A person acting as a fiduciary or a person not then acting but appointed or designated as a fiduciary hereunder shall be deemed disabled or otherwise incapable of acting, and shall be deemed to have ceased to be a fiduciary hereunder or i deemed to be unable to act in such capacity, upon any of the following: a. Such fiduciary's death or written waiver or resignation to act hereunder; or I I f b. A court order, which the recipient deems to be jurisdictionally proper and still currently applicable, SMULMAN, R06ER5. GANOAL ! POROY 6 EcxrR,P.A. 20 ROCNVILLE, MO 20852 2743 i I, 1i ~1 holding such fiduciary to be legally incapacitated to act on behalf of my estate or any trust created hereunder; or j c. Duly executed, witnessed and acknowledged written certificates of such fiduciary's incapacity, at least two of which are then unrevoked, of three licensed physicians, each of whom represents that such physician is certified by a recognized medical board, has examined such fiduciary and has concluded that, by reason of accident, physical or mental illness, progressive or intermittent physical or mental 1 i deterioration, or other similar cause, such fiduciary had, at the I date thereof, become incapacitated to act rationally and prudently to look after my estate or any trust created hereunder, which the recipient deems to be credible and still currently applicable; or d. Other evidence which the recipient deems to be credible and still currently applicable that such fiduciary i has disappeared, is unaccountably absent, or is being detained under duress where such fiduciary is unable to effectively and prudently look after my estate's or any trust's best interest. j In the event that such fiduciary shall be considered to be disabled pursuant to the aforesaid standards, such fiduciary's I incapacity shall be deemed to continue until such court order, i~certificates and/or circumstances have become inapplicable or have been revoked in the manner herein indicated. I SHULMAN, ROGERS, GANDAL PORDY 6 ECKER, P.A. I 21 ROCKVII.LE, NO 209522743 I B. Fiduciaries' Rights Powers and Duties: i 1. Rights Powers and Duties of Personal Representatives I In limitation of the rights, powers, privileges j ii and discretions generally vested in fiduciaries by law, I give to l my Personal Representative, the following powers, said powers to I i continue in effect with respect to any property at any time held hereunder until the sale and distribution thereof pursuant to the terms of this Will: a. To retain any property, real or personal, included in my estate or received by the Personal Representatives only until such time as such property can be sold for fair market value. b. To sell, with or without notice, at public or private sale, for cash or on credit, with or without security, to exchange and to grant options to purchase any property, real or personal, which is included in my estate or is at any time held hereunder, and, in so doing, to execute all necessary deeds or other documents or instruments. C. To make contracts and agreements; to compromise, settle, release, arbitrate or accept arbitration of any debts or claims in favor of or against my estate; to sue on behalf of my estate and to defend any suit against the same. d. To vote, in person or by proxy, any stock or securities held hereunder, and to exercise or delegate all rights and privileges (such as subscription rights and conversion privileges) and discretionary powers in connection therewith. e. To exercise any options or warrants for the (purchase of securities; or, alternatively, not to exercise any such options or warrants (and allow them to lapse). j i f. To consent to and participate in any reorganization, consolidation, merger, dissolution, sale, lease, mortgage, purchase or other action affecting any stock or securities held hereunder, and to make payments in connection it therewith. SHULMAN, ROOERS, GANDAL I 2 2 PORDY 6 ECKER, P.A. ROCKVILLE, MD 20852-2743 i II t g. To employ agents, attorneys, accountants, j brokers, counsel (including investment counsel) or others, whether individual or corporate, and to pay their reasonable j I compensation and expenses. Any Personal Representative may serve; in any such additional capacity and be reasonably compensated for; services rendered and expenses incurred in such additional capacity. 1 h. To hold any property, real or personal, in the name of a nominee, or in the name of any or all of the Personal Representatives as Personal Representatives, until such time as such property is sold by the Personal Representatives in accordance with the provisions of ARTICLE THIRD of this Will. i. To make such divisions, distributions or advances, at any time and from time to time during the period of I administration of my estate, of all or any part of the net income or principal of my estate as the Personal Representatives deem appropriate. i j. To perform and carry out the provisions of any contracts or business agreements to which I was a party and which may be in force at the time of my death (including, but not limited to, agreements of general partnership, limited partnership, limited liability company, or joint venture, and agreements arising out of my interest as a member, an officer, director or stockholder of any corporation), and to renegotiate the terms of any such contracts or agreements; and to wind up and liquidate any such business (whether a sole proprietorship, general partnership, limited partnership, limited liability company, joint venture, corporation or other entity) in which I may have an interest at the time of my death, without liability for loss resulting from the winding up or liquidation of such business except loss resulting from the Personal Representatives' own willful default or gross negligence. I k. To lend money to any beneficiary of any trust created hereunder, with or without security and with or without interest. 1. To renounce and disclaim, in whole or in I part, any legal or beneficial interest in or power over any property bequeathed, devised, distributed or transferred to the j Personal Representatives. I M. Notwithstanding any other provision of this Will, so long as my estate or any trust created hereunder j includes any stock of an "S corporation" (as defined in the I i SHULMAN, ROOERB, GANDAL PORDY 6 ECKER,P.A. 23 ROCKVILLE, MO 2OB52-2743 i Code), the Personal Representatives are specifically prohibited l from doing any act, the commission or omission of which would 1 voluntarily or involuntarily cause the termination of the election of such corporation and its stockholders under and pursuant to Subchapter S (Sections 1361 through 1379, inclusive) of the Code. j n. Generally, to do any and all acts and things li and to execute any and all written documents or instruments with respect to any property at any time held hereunder which will facilitate the sale, at the highest value, of such property. o. To insure the assets of my estate against damage or loss and themselves against liability with respect to j third persons. P. To abandon any property, real or personal, which they deem to be worthless or not of sufficient value to warrant expending efforts to sell; or to convey any such property for a nominal consideration, or without consideration. I q. My Personal Representatives may arrange for + extensions of time for the payment of estate and inheritance taxes or may postpone the payment of such taxes upon future interests until the time possession thereof accrues to the beneficiary or beneficiaries. My Personal Representatives may compromise any tax assessed against my estate. r. To deduct from the income of my estate reserves for taxes, assessments, insurance, repairs, depreciation, obsolescence, depletion, maintenance and other anticipated expenses and to allocate such deductions between the hereof in such manner as they deem proper. t S. Whenever required to make a distribution of all or a part of my estate, to retain therefrom an amount of cash sufficient in the Personal Representatives' judgment to cover any liability which may then or later be imposed upon the Personal Representatives, including but not limited to, the Personal Representatives' liability for estate, inheritance, income or other taxes, until such liability shall have been finally determined. II t. To the extent permitted by law, the Personal Representatives shall not be required to make or file any inventory or appraisement or to make or file any annual or other l reports or accounts to any court in any jurisdiction; and, in addition, any Personal Representative may accept his or her I SMULMAN,{RODERSGANDAL PORDY 6 ECKER, P.A, 24 ROCKVILLE, MD 20852-2;43 !I I appointment without a judicial settlement of the accounts of any predecessor Personal Representative. i U. The Personal Representatives shall not be required to obtain the order or approval of any court for any transaction affecting any sale of any assets of my Estate, nor shall any person be required to inquire or investigate into the ii Personal Representatives' authority for entering into such sale, j or to see the application made by the Personal Representatives of the proceeds of any such sale. V. All of the rights, duties, powers, authorities, and immunities given to the Personal Representativesi in this Will shall continue until the Personal Representatives I shall have made actual distribution of all proceeds from the sale of all of my property hereunder. W. Notwithstanding any other provisions of this instrument, any Personal Representative acting hereunder may delegate, at any time or from time to time, any or all of such Personal Representative's rights, powers, duties, and authority to any other Personal Representative acting hereunder; provided, however, that any such delegating instrument shall be revocable at any time. X. If more than one Personal Representative serves at any time, the signature of any one authorized Personal Representative shall be sufficient in exercising any of the powers referred to in this Will, and the signature of any one authorized Personal Representative shall be sufficient when endorsing or otherwise negotiating any checks, stock certificates, shares of investment trusts, stock or bond powers, or any of the other assets that may be held in my Estate hereunder from time to time. The provisions of this paragraph are included for ease of administration only and do not relieve any Personal Representative hereunder of such Personal Representative's duty to obtain the consent or concurrence of any, Personal Representative to any proposed action or in any other way alter or expand any of such Personal representative's powers and discretions hereunder. II II y. All determinations by the Personal Representatives as to any act taken by the Personal Representatives under my Will shall be in the Personal Representatives' sole and absolute discretion. z. While recognizing the duty of the Personal Representatives to minimize taxes (taking into account income andl I SHULMAN, RODERS, GAND AL PoRDY 6 EcxeR, P.A. I 25 ROCKVILLE, MD 20852-2743 I I~ I ^ ~ ~I I 1 I other taxes as well as estate taxes, the deferral of tax as well as the rate of tax, and taxes on the beneficiaries and their estates as well as on my estate) consistent with my other planning objectives, whenever the Personal Representatives shall i have a choice or right of election with regard to tax on my estate (including, but not limited to, the elections and choices described in this ARTICLE SEVENTH) the Personal Representatives shall make such elections and choices as the Personal Representatives, in the Personal Representatives' sole and absolute discretion, may deem advisable, without regard to the effect upon the respective interests of the persons interested in my estate. The Personal Representatives shall be further authorized, but shall in no event be required, to make adjustments between any such interests to compensate for any adverse effect thereon of any such choice or election. Further,' the Personal Representatives shall not be held liable to any person or entity interested in my estate for any choice or election made (or not made) in good faith. (i) Whenever the Personal Representatives shall have a choice of dates in valuing property in my gross estate for estate tax purposes, or a choice between claiming any expense of administration as a deduction for income tax purposes or as a deduction for estate tax purposes, the Personal Representatives shall be authorized to make such choice as the Personal Representatives shall deem advisable without regard to the effect of such choice upon the persons interested in my estate. (ii) The Personal Representatives shall be authorized (but shall not be required) to elect exemption from the applicability of Section 2632(b) of the Code, and the Personal Representatives shall be authorized to allocate, in accordance with the provisions of Section 2632(a) of the Code, any unused portion of the generation-skipping transfer tax exemption available to me (or to my estate) under Section 2631 of the Code to any dispositions of property under this Will or to any dispositions of property outside of this Will in such manner and in such amounts and proportions as the Personal Representatives shall deem appropriate. All determinations by i the Personal Representatives as to the proper allocation of such unused exemption shall be conclusive and binding upon all persons having or claiming interest in my estate. ~ i (iii) All income earned during the period of administration of my estate (including, without limitation, income earned on that portion of my estate used for the payment of legacies, debts, funeral and administration expenses, estate, SHULMAN, ROGERS, GANOAL I( 2 6 PORGY & ECKER,P,A, III ROCKVILLE, MO 20052-2743 i inheritance and other death taxes, and any other lawful charges against my estate) shall be treated solely as income. With the exception of any income from assets specifically devised or bequeathed, such income shall be allocated to the beneficiary or J beneficiaries (including any trust or trusts) of my Residuary Estate proportionate with the division of my Residuary Estate, II subject to adjustment for any distributions made to any such beneficiary or beneficiaries during the period of administration of my estate. (iv) The Personal Representatives may join in I making an election under Section 645 of the Code to treat any qualified revocable trust (as defined in such Section) created by me as part of my estate for income tax purposes and the Personal I Representatives may make (or join in making) any adjustments and allocations of distributable net income, tax liabilities, and other consequences of whatever nature resulting from this election, which the Personal Representatives may deem to be I appropriate. f (v) These elective provisions are for illustrative purposes only and shall not be construed to limit the Personal Representatives' ability to make any other election not set forth herein. ~ I 2. Rights, Powers and Duties of Trustees In addition to, and not in limitation of, the rights, powers, privileges and discretions vested in Trustees by law, I give to my Trustees, in the administration of any trust created hereunder, the following powers, to be exercised, without application to any court, to such extent, at such time or times, 1i upon such terms, and in such manner as my Trustees shall deem j advisable in the best interest of the beneficiaries of any trust I ! created hereunder, said powers to continue in effect with respect to any property at any time held hereunder until the distribution, payment or application thereof under and pursuant to the terms of this Will: j a. To retain, for so long as deemed advisable, any property, real or personal; to abandon any property; to change or exchange any property; and to invest and reinvest, at any time and from time to time, in such other property, real, lpersonal, tangible or otherwise, within or without the United States, without being limited in such retention, investment or reinvestment to property authorized for the investment of trust funds by any applicable local law, without regard to it SHULMAN, ROGER", GANDAL PORDY 6 ECKER, P.A. 2 ROCKVILLE. NO 20862-2743 i diversification of assets, and even though such assets are not income-producing. b. To sell, with or without notice, at public or private sale, for cash or on credit, with or without security, to exchange and to grant options to purchase any property, real or personal, not herein specifically devised or bequeathed, which is included in my estate or is at any time held hereunder, and, in i1 so doing, to execute all necessary deeds or other documents or j instruments. C. To borrow money; to mortgage, pledge as security, margin or otherwise encumber, any property held I hereunder; and, if money is borrowed from any fiduciary, to pay interest thereon at the prevailing rate. To consent to the subordination, modification, renewal or extension of any debenture, note, bond, mortgage, open account indebtedness or j other obligation, whether or not secured or evidenced by any I I writing, or of any other term or provision thereof, or of any guarantee thereof, or to the release of such guarantee; to foreclose mortgages and bid on property under foreclosure, or to take title to property by conveyances in lieu of foreclosure, either with or without payment of consideration; to continue I mortgage investments after maturity, either with or without renewal or extension, upon such terms and conditions as they deem advisable; to release obligors on bonds secured by mortgages, or obligors on other obligations, or to refrain from instituting suits or actions against such obligors for deficiencies; to use such part of the property held by my Trustees as my Trustees deem advisable for the protection of any investment in real or personal property, or any investment in any mortgage or pledge on real or personal property. i d. To lease for any period (without regard to ! the duration of any trust created hereunder or to any statutory (restriction), exchange, partition, subdivide, alter, demolish, 1 lidevelop, dedicate (even without consideration), improve, repair, i1 maintain, grant easements, rights-of-way or covenants on or ;otherwise deal with real property. e. To make contracts and agreements; to compromise, settle, release, arbitrate or accept arbitration of Iany debts or claims in favor of or against any trust created thereunder; to sue on behalf of my estate or any trust created !hereunder and to defend any suit against the same. it f. To vote, in person or by proxy, any stock or 11 securities held hereunder, and to exercise or delegate all rights j i! i SHULMAN, ROOERS, GANDAL O PDgor S EcKER, P.A. I~ 28 gOCKVILL E, MO 20BS 2-2]43 t 'i and privileges (such as subscription rights and conversion privileges) and discretionary powers in connection therewith. g. To exercise any options or warrants for the ii purchase of securities; or, alternatively, not to exercise any such options or warrants (and allow them to lapse). h. To consent to and participate in any ill reorganization, consolidation, merger, dissolution, sale, lease, mortgage, purchase or other action affecting any stock or securities held hereunder, and to make payments in connection therewith. i. To deposit property with any protective, reorganization or similar committee; to exercise or delegate discretionary powers in connection therewith; and to share in paying the compensation and expenses of any such committee. j. To employ agents, attorneys, accountants, brokers, counsel (including investment counsel) or others, whether individual or corporate, and to pay their reasonable compensation and expenses. Any Trustee may serve in any such additional capacity and be reasonably compensated for services rendered and expenses incurred in such additional capacity. k. To hold any property, real or personal, in the name of a nominee, or in the name of any or all of my Trustees as Trustee, or to take stock or securities and keep the same unregistered and in such condition that such stock or securities will pass by delivery. 1. (i) In dividing or distributing the principal of any trust created hereunder, to make such division or distribution in money, in kind, or partly in money and partly j; in kind, or by allotting or assigning undivided interests in property, even if one or more shares be composed in whole or in part of property different in kind than that of any other share. (ii) In making any payment or distribution required or permitted hereunder, my Trustees may pay over and transfer the same in cash or in kind or partly in each, and to the extent in kind, my Trustees may select particular property and need not in any instance allocate particular issues of ii securities or other assets on a pro rata basis. In exercising the foregoing powers, my Trustees shall take into account such considerations as my Trustees may deem relevant; the decision of I my Trustees as to the property chosen for any such payment, SMULMAN, ROOERS, GANDAL Powor 6 ECxER, P.A. 2 9 ROCKVILLE, MD 20852-i!743 a distribution or division shall be binding and conclusive on all interested persons. ii I M. To make such divisions, distributions or advances, at any time and from time to time during the period of jadministration of my estate, of all or any part of the net income or principal of my estate as my Trustees deem appropriate. i n. (i) To hold, in solido, for convenience of investment and administration, property constituting the principal of two or more trusts created hereunder, or to make i'joint or common investments in which the separate trusts shall have undivided interests. In addition to, and not in limitation of the foregoing, and to the extent permitted by law, if at any time my Trustees are holding property in any trust created hereunder for the primary benefit of any person or persons for whose primary benefit my Trustees are also holding property in any other trust under substantially the same terms, created by me or by any other person under any other instrument, my Trustees may, in my Trustees' sole and absolute discretion, merge such i trusts and hold them as a single trust. (ii) To hold any property distributed to my Trustees hereunder in one or more separate trusts, either on identical terms or, to the extent that the terms of the trust are severable into distinctly separate shares, on terms reflecting such separate shares. Furthermore, if the Personal Representative directs any Trustee to hold a specified portion of a trust created hereunder as a separate trust, such Trustee shall hold such specified portion as a separate trust. Any such direction shall be effective as of the date of my death. j, (iii) To divide any trust, Pro rata or non- pro rata, created hereunder into two or more separate trusts (based on the fair market value of the trust assets at the time of the division). If a trust is held as, or divided into, separate trusts, my Trustees may, at any time after such division into separate trusts and/or prior to a combination of such H trusts, (a) make different tax elections (including the allocation of the generation-skipping transfer tax exemption) with respect to each separate trust, (b) pay or apply principal and/or income and exercise any other discretionary powers with ,irespect to such separate trusts differently, (c) invest the principal and/or income of such separate trusts differently, and '(d) take any and all other actions consistent with such trusts being separate entities. Further, the donee of any power of appointment with respect to a trust so divided may exercise such l ij SHULMAN, R03ER8, GANDAL j PDRDY S ECKER, P.A. 30 ROCHVILLE, MD 20832-2743 y a power differently with respect to the separate trusts created by the division. In connection with the foregoing, I anticipate that my Trustees may hold property as one or more separate trusts or divided trusts hereunder for both tax and j administrative reasons. i o. To perform and carry out the provisions of any contracts or business agreements to which I was a party and which may be in force at the time of my death (including, but not limited to, agreements of general partnership, limited partnership, limited liability company, or joint venture, and agreements arising out of my interest as a member, an officer, j director or stockholder of any corporation), and to renegotiate the terms of any such contracts or agreements; and to liquidate, reorganize or continue to operate any business (whether a sole proprietorship, general partnership, limited partnership, limited liability company, joint venture, corporation or other entity) in which I may have an interest at the time of my death, for such period of time (without regard to any statutory restriction or limitation), under such terms and conditions, with such other persons, and in such manner as my Trustees may determine, without liability for loss resulting from the continuance or operation of such business except loss resulting from my Trustees own willful default or gross negligence. My Trustees are authorized to have a personal interest (whether directly or indirectly) as partner, venturer, stockholder, owner or investor in, to be employed by, or otherwise to serve any business referred to herein, and to receive reasonable compensation for such employment or other services rendered to or for such business. p. To lend money to any beneficiary of any trust ! created hereunder, with or without security and with or without interest. q. To renounce and disclaim, in whole or in part, any legal or beneficial interest in or power over any property bequeathed, devised, distributed or transferred to my (Trustees. i r. Notwithstanding any other provision of this Will, so long as any trust created hereunder includes any stock +!iof an "S corporation" (as defined in the Code), my Trustees are !,specifically prohibited from doing any act, the commission or !!omission of which would voluntarily or involuntarily cause the ;termination of the election of such corporation and its I SHULMAN. ROOER3GANDAL PORDV & 3 ECKER, F.A. I Z ROCKVILLE. MD 2085 2-2 7 4 3 i' stockholders under and pursuant to Subchapter S (Sections 1361 through 1379, inclusive) of the Code. i S. To comply with environmental law issues that it arise in any trust created hereunder in the following manner: j ;j (i) To inspect and review any property held by any trust created hereunder, including interests in sole I proprietorships, partnerships, limited liability companies, corporations or other business enterprises and any assets owned by any such business enterprise, for the purpose of determining compliance with environmental laws affecting such property and to respond to a change in, or any actual or threatened violation of, such environmental laws affecting property held by any such trust; I (ii) To take, on behalf of any trust created j hereunder, any action necessary or appropriate to respond to a change in, or to prevent, clean up, abate or otherwise remedy any actual or threatened violation of, any environmental laws affecting property held by my estate or any such trust, as the case may be, either before or after the initiation of an enforcement or other action by any governmental body or other party whatsoever; (iii) To refuse to receive or accept, as a part of the initial funding any trust created hereunder or as an addition of property to any such trust, any such property, if my Trustees determine that such property (a) is or may be contaminated by any hazardous substance (however such term may be defined), or (b) is being used or has been used for any activity directly or indirectly involving any hazardous substance which could result in personal liability to my Trustees or liability to such trust or could otherwise impair the value of.the assets held therein; j (iv) To disclaim any power granted to my Trustees under the terms of any document, statute, regulation or rule of law which, in the sole discretion of my Trustees, causes i my Trustees to believe that my Trustees may incur personal liability under any environmental law; i (v) To charge all costs and expenses of any inspection, review, abatement, response, cleanup or remedial action undertaken hereunder (including, but not limited to, j reasonable legal fees, court costs, environmental reports or audit costs) against the income or principal of my estate or any Ii trust created hereunder. Neither the acceptance by my Trustees $NULMAN,ROOERH,GANOAL POROV 6 ECKER, P.A. 32 ROCKVILLE, MO 20852.2743 1 !I r I I ~ of any property nor a failure by my Trustees to inspect or review such property shall be deemed to create any inference whatsoever as to whether or not there is or may be any liability under any environmental law with respect to such property; and (vi) My Trustees shall not be personally liable to any beneficiary or other party for any decrease in value of the assets held in any trust created hereunder by reason of my Trustees' compliance with any environmental law, j specifically including any reporting requirement under such law. j i. (vii) For purposes of this paragraph, "environmental law(s)" means any Federal, state or local law, rule, regulation, statute or ordinance relating to protection of the environment or human health, and "hazardous substance" means I any substances defined as hazardous or toxic or otherwise I regulated by such environmental laws. t. After payment over and delivery sufficient to vest all legal and beneficial right, title and interest in the respective beneficiary of any such payment to the assets to be I withdrawn, such trust shall terminate as to so much of the principal thereof as shall have been so paid over and delivered. Upon any discretionary payment or distribution made by my Trustees from the income and/or principal of any trust created hereunder, anything in this Will to the contrary notwithstanding, the interests of all succeeding beneficiaries in such payment or i distribution, whether vested or contingent, shall be terminated and my Trustees shall be relieved of all liability in connection with such payment or distribution and shall not be required to account therefor in any manner. U. To permit any person having any interest in the income of any trust to occupy any real property forming part of any trust upon such terms as they deem proper, whether rent- free or in consideration of payment of taxes, insurance, maintenance and ordinary repairs, or otherwise. i V. To insure the assets of any trust created hereunder against damage or loss and themselves against liability with respect to third persons. W. To abandon any property, real or personal, which they deem to be worthless or not of sufficient value to j warrant keeping or protecting; to abstain from payment of taxes, liens, water-rents, assessments, repairs, maintenance or upkeep of any such property; to permit any such property to be lost by I SHULM AN, RO6ER8, GANDAL PORGY 6 ECKER, P.A. 33 ROCKVILLE, MD 20852-2743 I I , •^ry{Trn\~ J 1 ~,I j s tax sale or other proceedings; or to convey any such property for !II a nominal consideration, or without consideration. !I X. Any Trustee may compromise any tax assessed against any trust created hereunder. Y. To deduct from the income of any trust created hereunder reserves for taxes, assessments, insurance, j repairs, depreciation, obsolescence, depletion, maintenance and j i other anticipated expenses and to allocate such deductions between a trust and the income beneficiaries thereof in such manner as they deem proper. i Z. To determine who are the distributees of any trust established hereunder, and in so doing act upon such information as on reasonable inquiry they may deem reliable with respect to heirship, relationship, survivorship, identity or any other fact relating to such distributees. i aa. Whenever required to make a distribution or transfer of all or a part of the assets of any trust, to retain therefrom assets sufficient in my Trustees' judgment to cover any liability which may then or later be imposed upon my Trustees, including but not limited to my Trustees' liability for estate, inheritance, income or other taxes, until such liability shall have been finally determined. bb. (i) My Trustees shall not be required to make or file any inventory or appraisement or to make or file any annual or other reports or accounts to any court in any jurisdiction; and, in addition, any Trustee may accept such Trustee's appointment without a judicial settlement of the accounts of any predecessor Trustee. My Trustees shall account annually to each income beneficiary who has attained the age of eighteen (18) years and to the parents or guardians of any income beneficiary who has not attained the age of eighteen (18) years. (ii) Any income beneficiary and the parents or guardians of any income beneficiary who has not attained the age of eighteen (18) years shall have the power, at any time and from time to time, by an instrument in writing signed and acknowledged, to settle the account and the proceedings of any !Trustee and any investment counsel to such Trustee as to all transactions shown therein, and such written approval shall be i final and binding upon all persons, whether in being or not, who are then or may thereafter become entitled to share in either the iprincipal or income of any trust created hereunder. i SNULMAN, ROOERS, GANDAL 3 PoRDY 6 ECKER, P.A. ROCKVILLE, MD 20552-2743 cc. My Trustees shall not be required to obtain the order or approval of any court for any transaction affecting any trust created hereunder, nor shall any person be required to j inquire or investigate into my Trustees' authority for entering into such transaction, or to see the application made by my Trustees of the proceeds of any such transaction. l dd. All of the rights, duties, powers, authorities, and immunities given to my Trustees in this Will shall continue after termination of the trusts created herein, and until my Trustees shall have made actual distribution of all 1 property held by my Trustees hereunder. I ee. Notwithstanding any other provisions of this instrument, any Trustee acting hereunder may delegate, at any time or from time to time, any or all of such Trustee's rights, powers, duties, and authority to any other Trustee acting hereunder; provided, however, that any such delegating instrument shall be revocable at any time. i I ff. If more than one Trustee serves at any time, the signature of any one authorized Trustee shall be sufficient in exercising any of the powers referred to in this Will, and the signature of any one authorized Trustee. shall be sufficient when endorsing or otherwise negotiating any checks, stock certificates, shares of investment trusts, stock or bond powers, or any of the other assets that may be held in any trust created hereunder from time to time. The provisions of this paragraph are included for ease of administration only and do not relieve any Trustee hereunder of such Trustee's duty to obtain the consent or concurrence of any other Trustee to any proposed action or in any other way alter or expand any of such Trustee's powers and discretions hereunder. I gg. For convenience of administration and 1 investment, my Trustees shall be authorized to hold, manage and invest separate trusts in one or more consolidated funds, in whole or in part, as my Trustees may determine. As to each consolidated fund, the division as to the various shares comprising such fund need be made only on my Trustees' books of accounts, in which each trust shall be allotted its proportionate share of the principal and income of the fund and charged with its proportionate part of the expenses thereof. In addition, my Trustees may consolidate any trust or trusts created hereunder I for the primary benefit of a beneficiary or beneficiaries with I~ any other trust or trusts created by me or any member of my family by Will or agreement for the primary benefit of that same beneficiary or beneficiaries where the dispositive provisions of i SNULMAN.ROGERB,GANDAL C, PORDY 6 ECKER,P.A. ROCKVILLE, MO 208522743 1 the trusts are substantially identical, so as to have only one trust to administer for such beneficiary or beneficiaries. hh. Whenever my Trustees determine that the size of any trust held hereunder does not warrant the cost of continuing the administration of such trust or that such trust's continued administration would be impractical or not in the best interests of the beneficiary for any other reason, my Trustees, without further responsibility, may pay such trust to the person i1who is at that time entitled to or eligible to receive the income ii from such trust. II j ICI ii. Generally, to do any and all acts and things and to execute any and all written documents or instruments with respect to any property at any time held hereunder which my Trustees would be entitled to do were such property owned outright and absolutely by my Trustees. jj. All determinations by my Trustees as to any act taken by my Trustees under my Will shall be in my Trustees' sole and absolute discretion. i ~ I C. Rule Against Perpetuities: As provided in Section 11- 102 of the Estates and Trusts Article of the Annotated Code of Maryland, or any successor Section thereof, the rule against perpetuities does not apply to any trust created under this Will. ARTICLE EIGHTH: DEFINITIONS AND MISCELLANEOUS PROVISIONS: I ~ A. As used in this Will, the words "Personal Representative", "Personal Representatives", "Trustee" and I ~ ~j-Trustees", and all pronouns and verbs used herein, shall linclude, where appropriate, the singular, the plural, the !I ~ imasculine, the feminine and the neuter. B. As used in this Will, the terms "fiduciary" or "fiduciaries" shall include any Personal Representative or it I J Trustee, as the case may be, serving hereunder. I I I! j I SHULMAN, ROOERS, GANDAL (I 3 6 Ponor 6 ECHER, P.A. ROCKVILLE, MD 20852-2743 C. As used in this Will, the term "education" shall include, all tuition, travel, room, board and other costs and expenses related to preparatory or boarding school, college, graduate school, professional school or special, vocational, is business, and professional training, as well as any art, literary i l or similar education, whether or not at an accredited college or I j university. D. As used in this Will, the term "health" shall include, ~j all medical, psychiatric, dental, hospital and nursing expenses and expenses of invalidism and the payment of the expenses of any i illness (whether physical or mental), accident or health I emergency. E. As used in this Will, the term "Code" shall mean the Internal Revenue Code of 1986, as amended up to the time of my death, or any corresponding provisions of any succeeding law, and i any reference to any "Section" of the Code shall refer to that i Section, as amended up to the time of my death, of the Code or any corresponding provisions of any succeeding law. j I F. For purposes of this Will, a person in gestation who is dater born alive shall be considered a person in being. G. The headings, titles, and subtitles in this Will have !been inserted solely for convenient reference and shall be ignored in the construction of my Will. i r I SNULMAN,ROOERS,GANDAL PORDY 6 ECkER, P' A. 37 ROCKVILLE, MD 20052-2743 H. If any provision of this Will or any trust created 'I hereunder, or the application of such provision to any person or i circumstance, shall be held invalid or unenforceable, the II remainder of this Will or such trust or the application of such 'provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby. IN WITNESS WHEREOF, I have subscribed and sealed and do publish and declare this instrument to be my Last Will and Testament, in the presence of the witnesses attesting the same at i my request, this _Lq_t1, day of aj~4,eft in the year two thousand three (2003). I [SEAL] MARY L INE I I ~ i l i it jl i I' i i i i SHULMAN, ROGCR6, GANDAL o Poaor 6 ECKER,P.A. 38 ROCKVILLE, MD 2 063 2-2 7 43 This instrument, consisting of thirty-nine (39) pages, including the page on which we, the undersigned, have subscribed 11 our names as witnesses, were at the date thereof subscribed, I sealed, published and declared by MARY LEVINE, the aforesaid Testatrix, to be her Last Will and Testament, in the presence of us and each of us, who, at her request, in her presence and in the presence of each other, have hereunto subscribed our names as witnesses thereto (the final clause of the Will having been read I aloud to us by the aforesaid Testatrix immediately after she had signed the Will, and this clause having been t`hgreupon read aloud; her and our presence and hearing), this _day of i two thousand three (2003). I Signature SNOW, 11921 Rodcdle Price, Suite 300 Ro*&. MD 20052 j Name and Address I nature 11 A 11921 RodwUle Pike, Suite 300 ROdN 0. MD M-09 Name and Address i' i ~ I Renee M Seaojr 5500 Griffith Road Si ature \Ij Laytonsviile Maryland 20882 ,I I; Name and Address Ii i I i, i I! SNULMAN,ROGERS,GANDAL I'll 3 9 . PORDY 6 ECKER, P.A. l i ROCKVILLE. MO 208 5 2-2 7 43 STATE OF No r\1 (a ) l ) SS: COUNTY OF ~C ) i Before me, the undersigned authority, on this da~y`~personally appe d MARY LEVINE, ( pp, %1 (~°r H and known to me to be the Tes trix and the witnesses, re pectively, whose names are signed to the foregoing instrument and, all of these persons being by me first duly sworn, MARY LEVINE, the Testatrix, declared to me and to the witnesses in my presence that said instrument is her Last Will and Testament and that she had willingly signed or directed another to sign the same for her, and executed it in the presences of said witnesses as her free and voluntary act for the purposes therein expressed; that said witnesses stated before me that the foregoing Last Will and Testament was executed and acknowledged by the Testatrix as her Last Will and Testament in the presence of said witnesses who, in her presence and at her request, and in the presence of each other, did subscribe their names thereto as attesting witnesses on the date of said Last Will and Testament; and that the Testatrix, at the time of the execution of said Last Will and Testament, was over the age of eighteen (18) years and of sound and disposing mind and memory. I I (SEAL) MARY , Testatrix Witness ess I, i I Wit ss I Subscribed, sworn and acknowledged before me by MARY LEVINE, t e Testatrix, and subscribed and sworn before me by rntl and r witnesses, this day of 2003 NOTARYPUBLIC FREDERICK COUNTY tai EaQF MM IlajVD Notary Public M COMM. EXP.9 1-05 My Commission Expires: -'--(~5 G:\ESTATES\WILLS\Levine-Mary4.wpd i SHULMAN,ROOERE, GANDAL 0 PORGY 6 ECKER, P.A. 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M r- _0 T D m-jc7<MWM>ET>*zp,ZZZ Q~ g @ Z W C~~ ooZZ~cnD ODDz 3 a~~ N Zp M0<cncngc~MzM-1 ;o Q ><o O>w zzQ°0rro<xcpw0ocm CM M> o 03~ ~ qMC zj7l~ C) Dz d a 8 Cl) mZ <m~nn-10cc 22M>> dog 6 mT oOr~~Ocp=~MWpcncnX <m~zZMOK<z?zQDDG a' % a A r- -n 0 Z Z 0) ~ c c c n ~B s3 $ ~D~DN~I AO oMW o M A -IO cn~._ ~xr°vcDCo mr~~~==~ C7 oDZTM j W M ZYI< M Z- X02 r-~ C:C:U, nMwa W ~~G~Z oaf (-M pWo NOmo r mm° c0 r-U) V AT G7m z cc z T n1 Z (n ~;o Co 0 Do D mFno c) W a m0 mC)un ~e z MWOOW o c c d a0 d R" Dv' cnC `m XC00 .g -n m-0 -0 h-0ZZ U &Z N0 0Zini» o N cn O O O O . a~ >0 n o o M m c o 0 0 22 o e a O _0 ~ 0 Z o 0 rn AT6d `m c Ei e V 0 U1 N N N K g o z O N o N 0 0 3 0 H y ° 0 0 p t'') A OND I z mm m$ CA ?L c ~ n N m c ~ CTI O agy ' S N 0 n 1 O C7 C O m m A' A N rD co d n CD W( CO CO CO OD CO Co Co Co V V V O M p> co - A w A N N N 0 0O j N(~ 0 A W 0) 00) 00) J CO V W N A W N 0 M cn OD A 0) CJI N W Q) v A W OD p) co 0) 0) G)=z M0 co 9mawfn "t0C) (co-4N0ON-4W N~0O_NN Op) N N N N N N N N N W N N~ N ~ O O O O O O CT CT N O CT B O O O O O O O O O O O O O O O O O O O O O O O o 0 0 0 0 0 0 0 0 0 0 o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 fA EA di 69 164 fA EA fA fA EA Vi 69 fA to EA fA fA 69 EA CA 0% Cn N W N N N N N N) N N N W N N O O CO ON 0 CA N N W W N OO DD O N D V O OD Q1 p W O (J~ AV V O CTOmV j OW D W 01 j V .p N to V A OD O 01 W Q1Op V N V OD co Co V 10 W A (0 (T t0 V V Cn 0) O O (''1 W V W V Cb t0 Do W A O Ja A 0 IV 0)0p WCn -~M VtoNONW W W V NmM CA A Combined Statement Page 2 of 5 0039 Statement Period MARY S LEVINE 08.11.12 through 09.07.12 BERNARD W LEVINE B 05 0 I P PI 5 KENNETH J LEVINE Interest Checking MARY S LEVINE BERNARD W LEVINE KENNETH J LEVINE Your Account at a Glance Account Number 0039 1600 6328 Beginning Balance on 08-11-12 $ 16,164.79 Annual Percentage Yield Earned this Statement Deposits and Other Additions + 20,000.14 period: 0.0190 Checks Posted 24,376.99 Interest Paid Year to Date: $1.08 Service Charges and Other Fees - 3.00 Other Subtractions 73.95 Ending Balance on 09-07.12 $ 11,710.99 Interest Checking Additions and Subtractions ate Resulting Posted Amount($) Balances($) Transactions 08-13 20,000.00+ 36,164.79 M T1r transfe 13anking tr urmont #5012437 MD Confrmation#t 2569033292 08-17 8,420.06- 27,744.74 Check 436 08-20 1,887.41- 25,857.33 Check 437 08-20 1,357.53- 24,499.80 Check 435 08-20 48.60- 24,451.20 Vz Wireless Arc Des:Arc Check #:0438 Indn:090112384700001 Co ID:2005091202 Arc 08-21 25.36- 24,425.85 National Enquire Des:8772121942 Check #:0434 Indn:Xxxxvri)= Co ID:30014468W1 Arc 08-22 5,417.00- 19,008.85 Check 439 08-24 7,295.00- 11,713.85 Check 440 09-07 0.14+ 11,713.99 Interest Earned 09-07 3.00- 11,710.99 Check Image Service Fee Checks Posted in Numerical Order Check # Posting Date Amount($) Check # Posting Date Amount($) Check # Posting Date Amount($) 435 08-20 1,357.53 437 08-20 1,887.41 440 08-24 7,295.00 436 08-17 8,420.05 439" 08-22 5,417.00 Total Checks Posted $24,376.99 • Gap in sequential check numbers. ftily Balance Summary Date Balance($) Date Balance($) Date Balance($) Beginning 16,164.79 08-13 36,164.79 08-17 27,744.74 I Bank of America 40". Combined Statement H ' Page 3 of 5 003916006328 Statement Period MARY S LEVINE 08-11-12 through 09.07-12 BERNARD W LEVINE B 05 0 1 P PI 5 KENNETH J LEVINE Daily Balance Summary - Continued Date Balance($) Date Balance($) Date Balance($) 08-20 24,451.20 08-22 19,008.85 09-07 11,710.99 08-21 24,425.85 08-24 11,713.85 Regular Savings MARY S LEVINE BERNARD W LEVINE KENNETH J LEVINE Your Account at a Glance Account Number 0000 9015 4635 Beginning Balance on 08-11-12 $ 27,978.32 Annual Percentage Yield Earned this Statement Deposits and Other Additions + 3,449.08 period: 0.01% Other Subtractions 20,000.00 Interest Paid Year to Date: $5.88 Ending Balance on 09-07-12 $ 11,427.40 Regular Savings Additions and Subtractions ate Resulting Posted Amount($) Balances($) Transactions 08-13 20,000.00- 7,978.32 MD Tlr transfer to Chk 6328 13anking tr urmon #5012437 MD Confirmation# 2569033292 08-31 3,449.00+ 11,427.32 US Treasury 303 Des:Xxsoc Sec ID:Xxxxxxxxxa SSA Indn:Mary S Levine Co ID:3031036030 Ppd 09-07 0.08+ 11,427.40 Interest Earned Daily Balance Summary Date Balance($) Date Balance($) Beginning 27,978.32 08-31 11,427.32 08-13 7,978.32 09-07 11,427.40 1C LL& 4 ORRSTOWNBANK A Traififion officellence Date 8/24/12 Page 2 Primary Account 146001375 Enclosures Mary S Levine Kenneth J Levine 650 W Old York Rd Carlisle PA 17015 50+ Interest Checking 146001375 (Continued) Daily Balance Information Date Balance Date Balance Date Balance 7/26 16,597.73 8/10 17,287.90 8/26 14,563.55 7/27 18,207.38 8/13 15,915.49 8/01 16,829.97 8/24 14,562.83 Interest Rate Summary 7/25 0.050000% THANK YOU FOR BANKING WITH ORRSTOWN BANK Ln H LO LO LO 0 0 0 LO CD 0 N O b O O Ln Ln Ln O O O N O O N 3 r 3 ----Crown Classic Banking* Account number: 1010103623179 ■ July 19, 2012 - August 16, 2012 ■ Page 1 of 3 DC0031DTT9 000221 ~~Ilili~ll~t~~~~tl~Irltlilt[llnllnlnlrtl~IiIrIIIIrIIIIIIIIIIII Qualstions? 7"" 7` MARY LEVINE Available by phone 24 hours a day, 7 days a week. Pa KENNETH J LEVINE 1-800-742-4932 650 W OLD YORK RD m: 1-800-877-4833 CARLISLE PA 17015-9155 En esporiol. 1-877-727-2932 M 1-800-288-2288 (6 am to 7 pm PT, M-F) Online: wellsfargo.com Write: Wells Fargo Bank, N.A. (336) P.O. Box 6995 Portland, OR 97228-6995 0 n g 0 You and Wells Fargo Account options o Thank you for being a Wells Fargo customer. We appreciate your business and Acheck mark in the box indicates you have these N understand that you are entrusting us with your banking needs. Let us assist you convenient services with your account. Go to z in finding the right accounts and services to help you reach your financial goals. wellsforgo.com or call the number above ifyou have z questions or if you would like to add new services. i Please visit us online at wellsfargo.com, call us at the number at the top of your z statement, or visit any Wells Fargo store - we'd love to hear from you! Online Banking E] Direct Deposit i Online Bill Pay Auto Transfer/Payment z ~ z Online Statements Overdraft Protection El z z Mobile Banking E] Debit Card z z My Spending Report Ej Overdraft Service E] o 0 c N Activity summary Account number: 1010103623179 C. Beginning balance on 7/19 S 1.646.99 MARY LEVINE Q Deposits/Additions 0.02 KENNETH J LEVINE Withdrawals/Subtractions 0.00 Maryland account terms and conditions apply o Ending balance on 5116 $1,6,6.96 For Direct Deposit and Automatic Payments use Routing Number (RTN): 055003201 Overdraft Protection This account is not currently covered by Overdraft Protection. If you would like more information regarding Overdraft Protection and eligibility requirements please call the number listed at the top of your statement or visit your Wells Fargo branch.