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HomeMy WebLinkAbout04-18-13 Reset PETITION FOR GRANT OF LETTERS REGISTER OF WILLS OF Cumberland COUNTY,PENNSYLVANIA Petitioner(s) named below, who is/are 18 years of age or older, apply(ies) for Letters as specified below, and in support thereof aver(s)the following and respectfully request(s)the grant of Letters in the appropriate form: Decedent's Information Name: Lewis S. Kunkel,Jr. File No: a/k/a: (Assigned by Register) a/k/a: a/k/a: Social Security No: Date of Death: April 8,2013 Age at death: 75 Decedent was domiciled at death in Cumberland County, Pennsylvania (State) with his/her last principal residence at 916 McCormick Road,Mechanicsburg,PA 17055 Upper Allen Township Cumberland Street address,Post Office and Zip Code City,Township or Borough County Decedent died at 916 McCormick Road,Mechanicsburg,PA 17055 Upper Allen Township Cumberland PA Street address,Post Office and Zip Code City,Township or Borough County State Estimate of value of decedent's property at death: If domiciled in Pennsylvania.... .. ............._ ,.... All personal property $ t oZrp-em If not domiciled in Pennsy lvania. . ... . . ... . . ...... . . .... Personal property in Pennsylvania $v If not domiciled in Pennsylvania, ............. Personal property in County $ Value of real estate in Pennsylvania... . .. ...... .... ... . . .... ... . .. ...... . . ... .. .......... $ TOTAL ESTIMATED'VALUE. ... $ f 4/GD o G$0.00 Real estate in Pennsylvania situated at: 916 McCormick Road,Mechanicsburg,PA 17055 _Upper Allen Township Cumberland (Attach additional sheets,if necessary.) Street address,Post Office and Zip Code City,Township or Borough County (See attachment:.) ✓© A. Petition for Probate and Grant of Letters Testamentary Petitioner(s)aver(s)he/she/they is/are the Executor(s)named in the last Will of the Decedent,dated May 5,2008 and Codicil(s) thereto dated July 7,2009 and February 1,2013 State relevant circumstances(e.g.renunciation,death of executor,etc.) Except as follows: after the execution of the instrument(s)offered for probate Decedent did not marry,was not divorced,was not a party to a pending divorce proceeding wherein the grounds for divorce had been established as defined in 23 Pa.C.S. § 3323(g),and did not have a child born or adopted;and Decedent was neither the victim of a killing nor ever adjudicated an incapacitated person. f NO EXCEPTIONS 0 EXCEPTIONS B. Petition for Grant of Letters of Administration (If applicable) c.t.a.,d.b.n.,d.b.n.c.ra.,pendente lite,durante absentia,durante minoritate If Administration,ca.a. or d.b.nxa.a.,enter date of Will in Section A above and complete list of heirs. Except as follows: Decedent was not a party to a pending divorce proceeding wherein the grounds for divorce had been established as defined in 23 Pa.C.S. § 3323(g)and was neither the victim of a killing nor ever adjudicated an incapacitated person. 0 NO EXCEPTIONS Q EXCEPTIONS Petitioner(s),after a proper search has/have ascertained that Decedent left no Will and was survived by the following spouse(if any)and heirs(attach additional sheets,if necessary): ei Name Relationship redii ss ftT 'rt co fi Form RW-02 rev. 10:11'2011 Page I of 2 e,N, Oath of Personal Representative Official Use Only COMMONWEALTH OF PENNSYLVANIA } } SS: COUNTY OF Cumberland 1 RE0C'. 0 i� 3 S i > R 0 F Vi l Petitioner(s)Printed Name Petitioner(s)Printed Address Louise Reily Kunkel 916 McCormick Road Mechanicsburg,PVIM P 18 P l I 5LI Elizabeth Holland Kunkel 109 Jones Quarry Road,Woodstock,NY 12498 �r.n Fn ORPHANS' 10 1 R CUMBERLAND ,_)., PA he Petitioner(s)above-named swear(s)or affirm(s)the statements in the foregoing Petition are true and correct to the best of the knowledge and belief of Petitioner(s)and that,as Personal Representative(s)of the Decedent,the Petitioner(s)will well and truly administer the estate according to law. Sworn to or affirmed and subscribed before Date me this, day of Ati l .�_ � � Date t-('f f-By v r r x.v y.l b�' �C '� Date_ For the Register Date BOND Required: Q YES NO To the Register of Wills: FEES: Please enter my appearance by my signature below: Letters . . . . . . . . . . . . . . . . . . . . . . $ ,+_y 1 Attorney Signature: Short Certificate(s) ( ) Renunciation(s).. . . . . . . . ( _ ) Codicil(s). . . . . . . . . . . . . = ( ) Affidavit(s). . . . . . . . . . . . _ Bond.. . . . . . . . . . . . . . . . . . . . . . . Printed Name: Thomas B. Schmidt,III Commission. . . . . . . . . . . . . . . . . Supreme Court Other . . . . . . . . ID Number: 19196 1 r4'i,i I 1(J . . . . . . . Firm Name: Pepper Hamilton LLP Address: 100 Market Street,-Suite 200 • . • • Harrisburg,PA 17101 j. . . . . . . T Phone: (717)255-1164 Automation Fee. . . . . . . . . . . . . . . ``; Fax: 7( 17)238-0575 JCS Fee. �r;'j, �3c Email: schmidtt�4pepperlaw com TOTAL. . . . . . . . . . . . . . . . . . . . . $_s�ti:l) i,`,rt19d(1 DECREE OF THE REGISTER Estate of Lewis S. Kunkel,Jr. File No: a/k/a: AND NOW, _j in consideration of the foregoing Petition, satisfactory proof havi�g been presented before me,IT IS DECREED that Letters fit-,`v €a 1 ii are hereby granted to in the above estate and (if applicable) that the instrument(s) dated t " ' '1'C..'�+ 1 f 1�L4f�l = y described in the Petition be admitted to probate and filed of record as the last Will (and Codicil(s)) of Decedent. "Register of Wills ti Form RW-02 rev. 10'11.2011 Page 2 of 2 ATTACHMENT TO PETITION FOR GRANT OF LETTERS OF LEWIS S. KUNKEL, JR. Additional real estate in Pennsylvania: Real property and subsurface mineral, oil & gas rights located in Leidy Township, Clinton, County, Pennsylvania. n r7 C � © u: rnf > 70 f .1„` 1` co K ' O CIl RE:G 0�'DED Cr 3i"F OF #9250089 vi (107814.2 R G S "R OF 1' S 13 F�PR 18 Fi 1 1 5b re±K ORPHANS' 00jl;T CUMBERLAND C.O.. PPS I, LEWIS S. KUNKEL, JR., of Cumberland County, :Pennsylvania, declare this to be my Will and revoke all prior Wills and Codicils. FIRST: Tangible Personal Property. I give all tangible personal property owned by me at my death and all insurance policies on such property as follows: (a) To those individuals who survive me by thirty days who are designated on a list or memorandum signed by me which refers to this Will or is found with a copy thereof, the items listed beside their names; provided that no such list or memorandum shall be valid unless it is received by my Executor within sixty days of my Executor's qualification. (b) The balance (including any item under, subparagraph (a), the bequest of which has lapsed) to my wife, LOUISE REILY KUNKEL, if she survives me by thirty days; and if not, to my daughter, ELIZABETH HOLLAND KUNKEL, if she so survives me. (c) It is my wish but I do not require that the antiques,jewelry, silver, objects of art and sporting equipment, which I have inherited or collected and which pass under subparagraph (b) to my said wife shall be used by my said wife and given by her to my daughter, ELIZABETH HOLLAND KUNKEL, unless mutually agreed otherwise. It is my wish but I do not require that my said daughter will distribute any remaining items by gift or under the terms of her Will to a class composed of her descendants, her brother, her sister, her step-brother, her step-sister and their descendants unless those in the class have no interest in such items, in which event such items may be sold or gifted to others. Pepper Hamilton LLP #9250089 v (107814.2 (d) With respect to any item passing under this Paragraph to a minor, my Executor (i) may hold and deliver it to the minor at majority or earlier, or deliver it to any person to hold for the minor; or (ii) may sell it and pay the proceeds to the minor or to any person to hold for the minor. The receipt of any person who receives an item or payment hereunder shall be a complete discharge to my Executor. (e) My Executor shall pay, as an expense of settling my estate, all costs of delivering such tangible personal property, including the costs of storage, packaging, delivery and insurance. SECOND: Devise of Real Property. I give any and all interest owned by me at my death in certain real properties as follows: (a) The real property known as 916 McCormick Road and pasture in Mechanicsburg, Cumberland County, Pennsylvania, to my wife, LOUISE R. KUNKEL, if she survives me by thirty days. (b) The real properties and subsurface mineral, oil and gas rights and leases thereon in Leidy, Township, Clinton County, Pennsylvania, to my daughter, ELIZABETH HOLLAND KUNKEL, if she survives me by thirty days. (c) The real property known as The Brown Drake Cottage, 2°d and David Streets, Picabo, Blaine County, Idaho, to my daughter, ELIZABETH HOLLAND KUNKEL, if she survives me by thirty days. Pepper Hamilton LLP Page 2 #9250089 v] (107814.2 THIRD: Exercise of Power of Appointment. I have the power under Item XVI of the trust under Will of Rubye W. Kunkel dated October 1, 1968, to appoint a successor Trustee for the trust under Item IX of said Will. I hereby exercise said power and appoint my daughter, ELIZABETH HOLLAND KUNKEL, successor Trustee. FOURTH: Residue. I give the residue of my estate to my Trustee, In Trust, to hold and distribute the principal and to pay the net income as follows: (a) If my wife, LOUISE REILY KUNKEL, survives me (which shall be presumed if there is insufficient evidence to show which of us survived), my Trustee shall divide the principal into two separate trusts, a Marital Trust under Paragraph FIFTH and a Residuary Trust under Paragraph SIXTH. (b) The Marital Trust shall be composed of the smallest fractional share of principal which, when added to all assets otherwise passing or having passed to my said wife which are includable in my gross estate and qualify for the marital deduction, will reduce the federal estate tax payable because of my death to the minimum, after taking into account all other deductions allowed on my federal estate tax return and all credits against the federal estate tax, including the unified credit and the state death tax credit. The formula contained herein shall be determined as though my Executor elects to qualify all qualified terminable interest property for the marital deduction. Pepper Hamilton 1 LP Page 3 #9250089 v1 (10'7814.2 (c) The Residuary Trust shall be composed of the remaining principal or, if my said wife fails to survive me, the entire principal. (d) Any provision of this Will which may appear to conflict with my intention to reduce the federal estate tax to a minimum or to qualify the Marital Trust for the marital deduction shall be construed so as to accomplish that intention. All property allocated to or held in such trust shall be the type of property which qualifies for the marital deduction. In addition, if assets of such trust at any time consist substantially of unproductive property, my said wife may require that my Trustee either make the property productive, convert it within a reasonable time to productive property, or provide the required beneficial enjoyment from such trust to my said wife by payments to her from the principal of such trust to the extent that her power to withdraw principal under such trust is insufficient to provide said required beneficial enjoyment. No property which will produce a credit for foreign death taxes shall be allocated to such trust unless necessary to fund it fully. (e) If my wife, LOUISE REILY KUNKEL, survives me, until all trusts hereunder are finally funded in accordance with the provisions of this Paragraph, my Trustee shall estimate the approximate amounts of each trust annually, and, based on such estimate, shall determine as fairly as possible the share of net income attributable to each trust and shall pay the share of net income thus determined in accordance with the provisions applicable to each trust. Such determination shall be made in the soli: discretion of my Trustee, except that any diminution of income occasioned by the payment of death taxes shall be attributable to the trust to which such taxes are finally allocated. My Trustee shall not be held Pepper Hamilton LLP ` Page 4 #9250089 vl (107814.2 liable for any difference between the amounts of income so paid and the exact amount of income of the trusts as finally determined, which was produced prior to the time the trusts were finally funded, other than as hereafter set forth. If the amount of income paid to my said wife pursuant to my Trustee's determination exceeds that to which she may be entitled, she shall refund such excess to my Trustee. If the amount of income paid to her is less than that to which she was actually entitled, my Trustee shall immediately pay to her such deficiencies first out of the income from or principal of that portion of the Residuary Trust that has an inclusion ratio (for purposes of the generation-skipping tax) of one (1) and if insufficient, from that portion thereof that has an inclusion ratio of zero (0). FIFTH: Marital Trust. As to the principal passing hereunder, I authorize my Trustee: (a) To pay the net income at least quarterly to my wife, LOUISE REILY KUNKEL, for life. In addition, as long as my said wife remains unmarried, my Trustee may pay to or apply for the benefit of my said wife as much of the principal as my Trustee deems advisable for her maintenance, health and support after giving such consideration to funds available to her from other sources as Trustee deems appropriate. (b) Upon the death of my said wife, 1. To pay any accumulated and undistributed net income to the personal representative of my said wife's estate. 2. To pay the principal as follows: Pepper Hamilton LLP page 5 492 50089 v1 (107 814 2 A. To deduct and pay to the personal representative of my said wife's estate (without responsibility for the application thereof) an amount certified by such personal representative to be equal to the additional death taxes (and any interest and penalties thereon)and administration expenses which would not have been payable from her estate if the value of the remaining principal had not been included in her estate, unless my said wife directs in her Will by specific reference to this trust that such taxes and expenses shall be paid out of her estate or another source by a provision for the payment of such taxes and expenses which is sufficient to include those relating to this trust. B. To add the balance of the principal to the Residuary Trust, to be held or distributed under the terms thereof as applied to circumstances then existing. .SIXTH: Residuary Trust, As to the principal passing hereunder, I authorize my'Trustee: (a) If my wife, LOUISE REILY KUNKEL, survives me, I To pay the net income at least quarterly to my said wife for life or her earlier remarriage. 3. To pay to or to apply for the benefit of my said wife and any descendant of mine as much of the principal as my Trustee deems advisable for his or her maintenance, education, health and support after giving such consideration to funds available to him or her from other sources as Trustee deems appropriate; provided that no such payments of principal shall be made to or for the benefit of my said wife until the Marital Trust is completely exhausted; and provided further that no descendant of mine shall have an enforceable right to Pepper Hamilton LLP Page 6 #9250089 v] (107814.2 compel a distribution of principal hereunder. So far as my Trustee deems it practicable, payments so made shall be charged against the share of principal represented by the person benefited thereby or his or her ancestor or descendant at any subsequent division or distribution of the trust. In exercising discretion hereunder, my Trustee shall consider that my wife is the primary object of my bounty during her lifetime or her earlier remarriage and her needs shall take priority to that of my descendants even to the point of exhausting the trust. (b) Upon the death of the last to die of my said wife and me or upon my said wife's remarriage, whichever first occurs, to divide the principal into two equal shares; I. To divide one such share into as many equal shares as there are children of mine then living and children of mine then deceased represented by descendants then living and to hold each such share in a further separate trust as follows: A. To pay each share of a then deceased child to his or her then living descendants, per stirpes. B. To retain each such share of a then living child in a further separate trust, and: (i) To pay the net income to him or her at least quarterly for life. (ii) To pay to or to apply for the benefit cif such child and his or her descendants so much of the principal as my Trustee, in Trustee's sole discretion, deems advisable for his or her maintenance, education, health and support after giving such consideration to funds available to him or her from other sources as Trustee deems Pepper Hamilton LLP Page 7 #9250089 v] (107814.2 appropriate. Payments so made shall be charged against the share of principal represented by the person benefited thereby or by his or her ancestor or descendant at any subsequent division or distribution of the trust. (iii) Upon the death of such child, to pay the principal remaining to his or her then living descendants, per stirpes, and in default of such descendants, to my then living descendants, per stirpes, any additional share of a child of mine for whom a trust is then in existence under this section 1. to be added, to such trust, to be held and distributed under the terms thereof as applied to circumstances then existing. 2. To pay the remaining share to my daughter, ELIZABETH HOLLAND KUNKEL, if she is then living, and if not, to her then living descendants, per stirpes, and in default of such descendants, to my then my then living descendants, per stirpes, any additional share of a child of mine for whom a trust is then in existence under section I. to be added to such trust, to be held and distributed under the terms thereof as applied to circumstances then existing. (c) If at any time there is no one living to whom income or principal may or must be distributed under the foregoing provisions, to hold the then remaining principal in further trust and: 1. To pay the net income at least quarterly to my brother, GEORGE WOODRUFF KUNKEL, for life. Pepper Hamilton t_LP page 8 #9250089 v] (107814.2 ?. To pay to or to apply for the benefit of my said brother so much of the principal as my Trustee deems advisable for his maintenance, health and support after first considering funds available to him from other sources. Upon the death of my said brother or, if he is not living at the time principal passes under this subparagraph, to pay the principal remaining to the HARRISBURG ACADEMY. (e) Except as provided in Paragraph TWELFTH (1), all trust income accrued or undistributed at the death of an income beneficiary shall be paid to the succeeding income or principal beneficiaries. SEVENTH: GST Provisions. In the event any trust hereunder has an inclusion ratio (as defined in section 2642 of the Internal Revenue Code) of greater than zero (0), I direct my Trustee to divide such trust on a fractional share basis into two trusts, one with an inclusion ratio of zero (0) and one with an inclusion ratio of one (1). The trusts so created shall be administered under the same terms as the trust so divided, provided ghat: (a) . If at the death of the last to die of my said wife and me or, with respect to the Residuary Trust if my said wife remarries, a child of mine is then deceased. but has then living descendants, without altering the proportions otherwise payable in the aggregate from all separate trusts under the Residuary Trust, to pay the share of the descendants of a deceased child (i) first from assets over which the last to die of my said wife and me is treated as the "transferor" for purposes of the Generation-Skipping Transfer Tax (resulting in the application of Pepper Hamilton UP �/ Page 9 99250089 vi (107814.2 section 2612 (c) of the Internal Revenue Code) which have an inclusion ratio of greater than zero (0), and (ii)to the extent such assets are insufficient, subject to subparagraph (b) below, from assets over which the last to die of my said wife and me is treated as the "transferor" for purposes of the Generation-Skipping Transfer Tax which have an inclusion ratio of zero (0). (b) As to any trust which has an inclusion ratio greater than zero (0), if at the death of a beneficiary other than my said wife any part or all of the principal is payable, without regard to any power of appointment, to a skip person (as defined by section 2613 of the Internal Revenue Code) under the terns of such trust, to pay the principal to such persons, including such beneficiary's estate, in such manner and shares, for such estates, or upon such trusts as such beneficiary may appoint in his or her last Will by specific reference to this general power, and to hold or distribute any principal not effectively so appointed under the terms and conditions of the trust so divided without regard to this subparagraph. (c) As to any trust which qualified for the federal estate tax marital deduction and has an inclusion ratio of greater than zero (0), upon the death of my said v,ife, to pay first from such trust an amount equal to all additional death taxes (and interest and penalties thereon) and administration expenses which would not have been payable from her estate if the value of the remaining principal of all trusts hereunder which qualified for the federal estate tax marital deduction had not been included in her estate. (d) 1 direct my Executor to allocate my GST Exemption (as defined in section 2631(a) of the Internal Revenue Code) available at my death in the following priority: Pepper Hamilton LLP _Page 10 #9250089 vl (107814.2 1. To any lifetime direct skips (as defined in section 2612(c) of the Internal Revenue Code) to the extent I am treated as the transferor (as defined in section 2652(a) of the Internal Revenue Code including as a result of gift-splitting) and for which an allocation has not been made, other than any such direct skip for which an election was filed under section 2632(b)(3) of the Internal Revenue Code; 2. To any direct skips occurring as a result of my death to the extent I am treated as the transferor, other than any such direct skip resulting from a disclaimer; 3. To any lifetime transfers to trusts to the extent I am treated as the transferor, for which an allocation has not been made and from which a taxable termination or taxable distribution (as defined in section 2612(a) or(b) of the Internal Revenue Code) will necessarily occur under the terms of the governing instrument for such trust if any of my children are survived by descendants; 4. To the Residuary Trust; .5. If my said wife survives me, to the Marital Trust, for which my Executor shall file a "reverse QTIP election" under section 2652(a)(3) of the Internal. Revenue Code as to the separate trust thereunder having an inclusion ratio of zero; 6. If my said wife fails to survive me, to any trust created by her and included in my gross estate that has an inclusion ratio of greater than zero; and "?. To any other transfer to the extent I am treated as the transferor. Pepper Hamilton LL P Page 11 99250089 0 (107814.2 EIGHTH: Priority of Distributions. It is my intention that with regard to any discretionary distribution of principal or income to a beneficiary under this Will, my Trustee, in Trustee's sole discretion, give such consideration to funds available to such beneficiary from all sources as my Trustee deems appropriate and may also consider the tax effect of distributions from each of those sources, and such other similar factors as my Trustee deems appropriate under the circumstances at the time, giving due consideration to any specific priorities set forth with regard to specific trusts hereunder. My Trustee may make a distribution from any trust hereunder on the basis of my Trustee's determination, in Trustee's sole discretion, that a more favorable tax effect would result if such distribution were made from one trust rather than another. NINTH: Disclaimer. (a) If any person otherwise entitled to take hereunder (or such person's legal representative) files a written disclaimer, in whole or in part, with respect to any provision of this Will with my Trustee within the period allowed by section 2518 of the Internal Revenue Code, such person (i) shall be treated as having predeceased me for purposes of holding or distributing the disc I aimed,share, and (ii) shall not participate in any decision to pay or apply the income or principal of the disclaimed share to or for the benefit of any person hereunder, but such person shall not be treated as having predeceased me for purposes of holding, distributing or participating in any such decision under any provision to which the disclaimer does not extend. Pepper Hamilton t tP page 12 #9250089 v 1 (107814 2 (b) In the event my wife, LOUISE REIL`.t' KUNKEL, files a written disclaimer, in whole or in part, with respect to the Marital Trust or with respect to any other property the disclaimer of which results in such property passing under the Residuary Trust under this Will, such portion so disclaimed shall be held in a separate Disclaimer Trust under terms and conditions identical to the Residuary Trust as applied to circumstances then existing; provided that my said wife shall have no power to appoint the principal of the Disclaimer Trust. TENTH: Spendthrift Provision. Until distributed, no gift or beneficial interest shall be subject to anticipation or to voluntary or involuntary alienation. ELEVENTH: Death Taxes. (a) All death taxes (and interest and penalties thereon) imposed as a result of my death upon any property passing under my Will and The Lewis S. Kunkel, Jr., Retirement Plan Trust, but not otherwise, shall be paid out of the principal-of the Residuary Trust having an inclusion ratio of greater than zero, each share thereof, whether outright or in trust, to bear a pro rata portion of such taxes, and to the extent insufficient, out of the principal thereof having an inclusion ratio of zero. (b) I authorize my Executor to elect, in whole or in part, in Executor's sole discretion, to treat as qualified terminable interest property for the purposes of qualifying for the marital deduction any property passing under my Will or otherwise in which my said wife has a qualifying income interest for life. My Executor shall be without liability to anyone for making or failing to make such election. Pepper Hamilton LLP Page 13 49250089 v I (107814.2 (c) I authorize my Executor to apply or to elect not to apply, in whole or in part, in Executor's sole discretion, the zero spousal rate for purposes of the Pennsylvania Inheritance 'Fax to any trust created by me. My Executor shall be without liability to anyone for making or failing to make such election. TWELFTH: Administrative Powers, My Executor and Trustee shall have the following powers in addition to those conferred by law until all property is distributed: (a) To retain any real or personal property (including any interest in a closely-held business or stock of any corporate Trustee or of a company controlling it) in the form in which it is received and without regard for the principle of diversification and, in the sole discretion of my individual Executor or Trustee, to retain assets which might not otherwise be retained because of over concentration, without liability or loss due to over concentration. (b) To sell at public or private sale for cash and/or credit, to exchange, and to lease for any period of time, any real or personal property and to give options for such sales, exchanges, or leases. (c) To purchase all forms of property, including but not limited to publicly and non-publicly traded stocks, bonds, notes and other securities (including any interest in a closely-held business or stock of any corporate Trustee or of a company controlling it, and shares of any proprietary mutual fund operated by or to which services are provided by any corporate Trustee or an affiliate thereof), common trust funds, life insurance policies and real estate, or any variety of real or personal property, without being confined to so-called legal investments and without regard for the principle of diversification. (d) To purchase securities at a premium or discount and to charge such premium or credit such discount to principal or income. (e) To exercise any option arising from the ownership of any investment; to join in any recapitalization, merger, reorganization, liquidation, dissolution, consolidation or voting trust plan affecting any investment; to delegate powers with respect thereto; to deposit securities under agreements and pay assessments; to subscribe for stock and bond privileges; and generally to exercise all rights of security holders, (f) To hold property unregistered or in the name of a nominee. Pepper Hamilton LLP Page 14 #9250089 v1 (10781 4.2 (g) To mortgage, divide, alter, repair and improve real property and generally to exercise all rights of real estate ownership. (h) To distribute in cash, in kind, or partly in each, and to cause any share to be composed of cash, property, or undivided fractional shares in property different in kind from any other share. (i) To compromise claims by or against my estate or any trust hereunder, including but not limited to tax issues and disputes, without order of court or consent of any party in. interest and without regard for the effect of such compromise on any interest hereunder. To borrow money and to pledge any real or personal property as security for the repayment thereof. (k) To buy real and personal property from the fiduciary of any estate or trust, and to lend money to such estate or trust upon such terms and conditions as my Executor or Trustee deems advisable, even if such fiduciary is also an Executor or Trustee hereunder. (1) To apply income for the benefit of any incapacitated individual to whom income may or must be distributed for any reason during the period of incapacity. Income not so applied may be distributed to a Custodian as elsewhere provided or accumulated, invested, and if not sooner applied, paid to such individual upon gaining capacity or to his or her personal representative if he or she dies before gaining capacity; provided that all income from the Qualified Terminable Interest Property Trust and from any Qualified Subchapter S Trust holding S Stock shall be paid to, or applied for the benefit of,the income beneficiary thereof at least annually. (in) With respect to a principal share vesting in a beneficiary who, in the opinion of my Executor or Trustee, is incapacitated by reason of age or illness (mental or physical) when such share vests in him or her: to hold the share during his or her incapacity and to invest the share and all accumulations thereon; to apply so much of the income and principal as my Trustee deems advisable for such beneficiary's benefit for any reason without considering other funds available to him or her; and to deliver the balance of principal and income to the beneficiary at such time as he or she gains capacity. In addition, at any time to pay the entire share to a Custodian, agent under a power of attorney or to the guardian of the person or the estate of the incapacitated beneficiary to hold for his or her benefit. The receipt of a guardian, Custodian, agent or such other person as may be selected by my Trustee to receive a distribution under this subparagraph shall be a full and complete discharge to my Trustee. (n) To join with my said wife or her personal representative in filing any joint income tax return, and to join in any gifts made by my said wife for gift tax purposes even if this may result in additional liabilities for my estate. Any income or gift taxes clUe on *Pepper HamiltOn LLP Z� Page 15 #9250089 v I (107814.2 such returns and any deficiencies, interest, penalties or refunds thereon shall be allocated between my estate and my said wife or her estate, or all to any of them, in such manner as my Executor and my said wife or her personal representative may agree. (o) To apply expenses of my estate permitted as income tax or estate tax deductions and to value my estate for estate tax purposes by any method permitted, without regard to the effect of such application or valuation upon the size of the Marital Trust, arid without adjusting between income and principal for any effect thereon. (p) Whenever Trustee determines that the size of any trust does not warrant the cost of continuing it, or that its administration would be impractical for any other reason, to pay the principal without further responsibility(i) as to any trust, all of the net income of which may or must be paid to a sole income beneficiary, to such income beneficiary, and (ii) as to any other trust,to my then living descendants, per stirpes, subject to the provisions of subparagraph (in) or the provisions hereunder appointing a Custodian; provided that no Trustee shall participate in any decision to terminate any trust(i) from which current income may, or must be paid to such Trustee or to a person he or she has a legal obligation to support or (ii) from which principal would be payable to such Trustee or to a person he or she has a legal obligation to support if such trust should then terminate under the provisions of this subparagraph. (q) To merge any trust hereunder with an), other trust held by my Trustee whether created by me or by any other person by Will or Deed, if the trusts are for the / primary benefit of the same persons and contain substantially similar terms, (r) To employ accountants, agents, attorneys, investment counsel, brokers, banks or trust companies to perform services for and at the expense of my estate or any trust or trusts hereunder for which such services are performed and to carry or register investments in the name of the nominee of such agent, broker, bank or trust company, arid to delegate to any investment managers the management of the investments hereunder through a discretionary account or otherwise. The expenses and charges for such services shall be charged against principal or income or partly against each as my Executor or Trustee may determine, My Executor or Trustee is expressly relieved of any liability or responsibility whatsoever for any act or failure to act by, or for following the advice of, such accountants, agents, attorneys, investment counsel, brokers, banks or trust companies, so long as my Executor or Trustee exercises due care in their selection. The fact that an Executor or Trustee may be a mernber, shareholder or employee of any accounting, investment, legal or brokerage firm, agent, or bank or trust company so employed shall not be deemed a conflict of interest. Any compensation paid pursuant to this subparagraph shall not affect in any manner the amount of or the right of my Executor or Trustee to receive commissions as a fiduciary. (s) To pool the assets of all separate trusts under the Residuary Trust for investment purposes, allocating to each such trust an undivided proportionate interest in the pooled assets. Pepper Hamilton LLP Page 16 #9250089 vI (107814.2 (t) To divide on a fractional share basis any trust hereunder, in Trustee's sole discretion, into two or more separate trusts in any case where the division., whether for tax, distributive, investment or other considerations is believed by my Trustee to be in the best interests of the beneficiaries thereof. My Trustee shall notify all sui juris beneficiaries of such division. (u) To disclaim any interest in property without court authorization. THIRTEENTH: Administrative Provisions. (a) A beneficiary's incapacity shall be determined solely by the Trustee. The incapacity of a beneficiary who is also a Trustee shall be determined solely by the other Trustee. (b) No Trustee hereunder shall participate in any decision to pay income or principal to or for the benefit of himself or herself or any individual whom he or she is legally obligated to support. (c) The receipt of any recipient of an item to hold for, or any payee of a payment for the benefit of, an incapacitated beneficiary shall be a complete discharge to my Executor and Trustee. FOURTEENTH: Definitions. (a) The words "Executor," "Trustee" and "Custodian" when used in this Will shall include all genders and the singular and plural as the context may require. (b) The words "child," "children," "descendant" and "descendants" when used in this Will shall include my step-children, WILLIAM CARPENTER MILES, JR., and SARAH BECKET MILES, and their descendants, and adopted persons and their descendants. The words "children" and "descendants" when used in Paragraph SIXTH(b)1. of this Will shall include my daughter, ELIZABETH HOLLAND KUNKEL, and her descendants. Pepper Hamilton L LP � �� Page 17 #9250089 0 (107814.2 (c) The words "incapacitated" and "incapacity" when used in this Will shall refer to an inability to handle one's property and affairs by reason of age or illness (mental or physical). (d) When a"per stirpes" distribution of income or principal to a designated individual's descendants is provided for under this Will, such income or principal shall be divided into as many equal shares as there are then living children of such individual and then deceased children represented by descendants then living, and each then living child shall receive one share, and the share of each deceased child shall be divided among his or her descendants in the same manner, repeating this pattern with respect to succeeding generations until all shares are determined. (e) The word "education" when used in this Will shall include tuition for private elementary and secondary schools, college, professional, graduate or vocational school, and living expenses, supplies and travel related thereto. (f) Paragraph headings in this Will are for reference only and shall not affect the meaning, construction or effect of this Will. (g) All references in this Will to the Internal Revenue Code shall mean the Internal Revenue Code of 1986, as amended or reenacted, all regulations thereunder and all corresponding provisions of any subsequent federal tax laws and all regulations thereunder. (h) The words "charity" and "charities" when used in this Will shall mean an organization described in sections 501(c)(3) and 2055(a) of the Internal Revenue Code or any successor provision thereto. Pepper Hamilton LLP Y Page 18 #9250089 v 1 1078142 (i) For purposes of this Will, the term "death taxes" shall mean federal estate tax and any inheritance or estate tax imposed at death by any state of the United States, but shall not include the generation skipping transfer tax imposed under section 2601 of the Internal Revenue Code. FIFTEENTH: Custodian. (a) I appoint such individual or corporation (including a fiduciary serving hereunder) as is designated in writing by my Executor or Trustee as Custodian for (i) any beneficiary who has not attained age twenty-one (2 1) at the time an interest is distributable outright to him or her under this Will, and (ii) except to the extent a valid appointment of a Custodian has otherwise been made, any person who has not attained age twenty-one (21.) at the time an interest is distributable outright to him or her as the result of my death from any other source. Such appointment shall be deemed to be made under the Uniiform Gifts to Minors Act or Uniform Transfers to Minors Act then in effect in: 1. The jurisdiction in which I am domiciled at death, 2. The jurisdiction in which the beneficiary is domiciled, or ti. The jurisdiction of an existing Uniform Act custodianship for the minor. The selection among the foregoing shall be made by my Executor or Trustee, in Executor's or Trustee's sole discretion. (b) If the applicable Uniform Act in the governing jurisdiction permits the postponement of distribution to an age beyond age twenty-one (2 I) if so directed i n the Pepper Hamilton LLP Pao e 19 #9250089 v] (10'7814.2 governing instrument, I hereby direct that distribution shall be postponed until the maximum age permissible under the Uniform Act, but in no event later than the time at which the minor attains age twenty-five (25). (c) If I am Custodian under the Uniform Transfers (or Gifts) to Minors Act for any Custodianship property, and no successor has been otherwise appointed, I hereby appoint my Executor(or if my Executor declines to serve, such individual or corporation as may be designated in writing by my Executor) to serve as Custodian under the Uniform Transfers (or Gifts) to Minors Act for any Custodianship property of which I am the Custodian. Upon written acceptance of the successor Custodianship, my Executor (or such designee) shall be authorized to take custody of any such property. SIXTEENTH: Power of Appointment. Except as provided in Paragraph THIRD, I decline to exercise any power of appointment given to me under any Will, Codicil or Agreement of Trust. SEVENTEENTH: Executor and Trustee. (a) I appoint my wife, LOUISE REILY KUNKEL, my daughter, ELIZABETH HOLLAND KUNKEL, and BNY MELLON BANK, N.A., Executors. (b) I appoint my wife, LOUISE REII.Y KUNKEL, my daughter, ELIZABETH HOLLAND KUNKEL, and BNY MELLON BANK,N.A., Trustees. (c) I direct that there shall at all times be at least two individual co- Executors and two individual co-Trustees serving hereunder with my corporate Exec"tor and corporate Trustee. In the event an individual co-Executor or co-Trustee or any successor Pepper Hamilton i LP Page 20 #9250089 v (107814.2 appointed hereunder fails to qualify or ceases to act for any reason, I direct the remaining individual co-Executor co-Trustee to appoint a successor individual co-Executor or co-Trustee. If no successor individual co-Executor or co-Trustee is appointed within six months of a vacancy, I appoint the following individual, in order named and as needed, to serve as successor individual co-Executor or co-Trustee: GEORGE WOODRUFF KUNKEL, LEWIS S, KUNKEL, III, LUCY KUNKEL TORNDAHL, WILLIAM CARPENTER MILES, JR., and SARAH BECKET MILES. (d) Upon the unanimous written request of the individual Executors or Trustees then serving delivered to the corporate Executor or Trustee then serving, the corporate Executor or Trustee shall promptly resign; provided that the individual Executors or Trustees may at any time unanimously appoint a successor corporate Executor or Trustee that: 0) is organized under the laws of the United States or any State thereof, (ii) is possessed of trust powers, and (iii) has trust assets of at least Five Hundred Million Dollars ($ 00,000,000). (e) Any Trustee while serving hereunder may resign without court approval by written notice delivered to the co-Trustee and all sui juris income beneficiaries. If a Trustee ceases to serve, whether by death or resignation, such Trustee shall be relieved of all liability through the delivery of an account (formal or informal) to the sui juris income beneficiaries and by the signature of a release based on said account by such persons. (f) No Trustee taking office shall be liable in any way for the acts or omissions of any Trustee prior to such Trustee's assumption of office and shall have no duty to review the performance of a Trustee prior to that time. - 1L- Pepper Hamilton L1 P Page 21 #9250089 v] (1078142 (g) BNY MELLON BANK, N.A., shall, so long as is agreeable to the individual Executors or Trustees, receive compensation for its services hereunder in accordance with fee agreements between it and me dated June 13, 2000, and June 21, 2001, or any subsequent written fee agreement between it and me or between my individual Executors or individual Trustees. (h) No Executor and Trustee shall be required to post security in any jurisdiction. Executed , 2008. (SEAL) Lewis S. Kunkel, Jr. — SIGNED by LEWIS S. KUNKEL, JR., as his Will, in our presence, who at his request, in his presence and in the presence of each other, have signed as witnesses: Address b � '"'�' -� 5�� V 4 Y � ( 1-4)477 r ar, Address 3 3 W. Mpy, p, Pepper Hamilton LLP Pane 22 49250089 v (1078142 ACKNOWLEDGMENT AND AFFIDAVIT Commonwealth of Pennsylvania County of DAt'WM i 1J n We, LEWIS S. KUNKEL, JR.,JI i M0thy d.AAd&XA, and l'N t A R bixoncq the testator and the witnesses, respectively, whose names are signed to the attached or foregoing instrument, having been duly qualified according to law, do hereby declare to the undersigned officer that the testator, in the presence of the witnesses, signed the instrument as his last Will, that he signed and that each of the witnesses, in the presence of the testator and in the presence of each other, signed the Will as witnesses. Lewis S. Kunkel, Jr. Witness T,MO'1-hy 6-A•ndeA5Cn ness ty Sworn to or affirmed and acknowledged before me, by LEWIS S. KLJNKEL, JR., the testator,j�m0 thy (3• Ar4 5 c-n , and 131(L OM R D07,t,}-f1-L-1 the witnesses, this 5d'day of May, 2008. 1 if N tary Public COMMONWEALTH OF PENNSYLVANIA Notarial Seal Krcnberiy Kelly Perez,Notary Public City Of Harrisburg,Dauphin County W Commission E)Ores Aug.21,2011 Member,Pennsylvania Association of Notaries C1> -no rn Co _2 CA 6, FIRST CODICIL M 1. I I IS S. kUNKI'L, Jr.. do hereby make thk as i first Gerdicil to A 11—L�4 dated Mjqy zt o()8. I I hwQT revoke Paragraph SECOND(b) ofn-.y said �V'ill and in lieu thereof pro\i d c a fol I(-)N%"': --(b) The real properties and subsurface minual, oil and gas rights and leases thereon in Leidy Township, Clinton County. Pemaylvaida, and nil membership interest in VN­'hite Pine 'VIanagemeM. LI_ . being mineral, M1 and gas rights and Vases thereon in Nne Township. locolping C'ounn . Pennsylvania, to nil, daughter. I`TJ/ABETI I I IOLLANI) KI INKFI-, il'ShC SLJr_\ jVCS 111C bN' thirty Cklys.- I revoke Paragraph SFVkN FUND I of my said %VM and in Heu thereof provide as follows: S F VF­\T F F NTI 1: Executor and Trustee. (a) I appoint my wife, I,M',ISI,, RL]LA' KUNKFI_ and ]it\, daughter, I"I JZAI31,"l 14 1 1()I,l A\ ) Kt-'NKFI-, Executors. (b) I appoint nil xife. MUISF RL'ILY KUNKEL. and in\' daughter, FIAZABVIN II( KU*NKL I., frjj,,,,, (L) I direct that there shall at I dnWS be at V'jSj t«'ro individual co- F'Xcculors and p'a) individual c,)-_f J_L!StCCs sl_'Y� ing liciculidt:r. In the e\Cllt an individual co- F',\CCLl10r or C()- 1101CO or any -successor appointed hereunder fails to qualify or cc&'cs to act for alil I-c'Isoll, 1-clilainnizj individual co-Executor co- lrtl'4ec 1() appoint a successor individual co-Fxecutor or co-Trustee. If no successor individual co-Fxeeutor or coArustee is appointed Nvithin six months of a vacancy, I appoint the Rdlo%ving individual_ in order named and as needed, to serve as successor individual co-Executor or co-Trustee: GFORG>: WOODRUFF KUNKEL, LENVjS S. KIINKEL, 111. LUCY KUNKFI, TORNDAHF, «VfLLIANI CARIi'E,NTFR N/IILES. JR., and SAR-N] I BFCKFT MIFFS. (d) My individual Executors or Trustees then serving acting jointly may appoint a corporate co-Executor or corporate co-Trustee to serve with them and may request the resignation of auy corporate co-Executor or corporate co-Trustce: provided that any corporate co-I`.xecutor or corporate coirmstee so appointed shall be a corporation that M is organized uncler the Ws of the United Stales or any State thereof. (ii) is possessed of trust powers, ana (iii) AS trust assets of at least Five hundred Million Dollars (S500,000,000). (e) Any Trustee while serving hereunder may resign without court approval br .' rittc-n notice delivered to the co- Trustee and all sui ,juris income beneticiaries. If a Trustee ceases to sow, whether bv death or resignation. such Erustee shall be relies ed of all liability through the delivery of an account (formal or informal) to the A juris income beneficiaries and by the signature of a release based on said account b- such persons. (1) No Austee taking office shall be liahlc in any way for the acts or ornissions or any Trustee prior to such Trustees assumption of office and shall have no duty to rc%iexy the perforr ymce of a Trustee prior to that tine. (g) Any corporate co-FxeCntor or corporate eo-Trustee sewing hereunder shall reccive compensation for its services hereunder in accordance with a fee Pepper Namiilm) 11;^ IAWe 2 agreement entered into between it and the individual Executors or Trustees seining with it, ;which in no event shall exceed its Schedule of Fees in effect from time to time during the period in which its scr%ices are performed. (h) Any individual fiduciary serving hereunder shall he entitled to receive reasmable compensation for his or her services. Re(yardless of whether an individual fiduciary accepts or "ah es comperlsahm in whole or in part- he or she shall he reimbursed for all reasonable expenses incurred in serving hereunder. (il -No Executor and Trustee shall be rccFAred to post smlritti in ally jurisdictionT In all other respects. I hereby ratify, confirm and republish my said Will. Fxecuted -- -- . 2009. I-AL) Levis S. Ka.mkel, Jr. SICAFD bN LFAVIS S. KUNKEL, 3R.. as a Fiat Codicil to his 'AAL in our presence, who at Iris request. in his presence and in the presence of each other have signed as witnesses: i' Address " `�' ►S�Ga;F� /4� Address INTe 3 ACKNOWTEDG1\4ENT AND AFFID.,Vv"I'l C 0,%, 4 M ON\V F,-\I F I 10 F P I�VIN S YL V A N I A SS COUNTY 01' D A It P H I N �N c, I-L W IS S. KUNKEL and the testator and the witnesses_ i,espectivelv. ,vhose names ire sWned to the attached (Ot- InStlllnlenl, haying been sworn_ declared to the tindersiancd officer that the testator. in the presence of witnesses.. SI(mcd the HIStRimcnt as i First Codicil to his W"Ill, that he signed, and that each of the witnesses, in the presence of the testator and in the presence of each other. signed the First Codicil as a witness and that to the best of their knowledge the testator was at that 11111C eighteen vears or age or older, ol'sound mind. and tinder no constraint or Undue 11111LIC11CC. Lewis Kunkel. 'I NN"itness: Subscribed and sworn to beJ'Ore me by J,L'\k_IS S. KI NKFL, JR_ the testator, and bN. the \\itnesses. on this 7t4j dad o t, . 2009, N tare Public 'MN, Commission Expires: COMMONWEALTH OF PENNSYLVANIA Notarial Seal Kimbedy Kelly Perez Notary Public City Of Harrisburg,Dauphin County My Commission E)q)ires Aug 21,2011 Member,Pennsylvania Association of Notaries ' r SECOND CODICIL HPR 11-8 r CQ a`f? I, Lewis S. Kunkel, do hereby make this as a SecondC U May 28, 2008 and First Codicil thereto dated July 7, 2009. 1. I hereby add the following subparagraph to Paragraph TWELFTH of my said Will as subparagraph (v): "(v) To act in any jurisdiction in which my Executor may be permitted by law to do so and to designate another person (including a bank or trust company) to be ancillary Executor in any jurisdiction in which ancillary administration may be necessary, and I hereby nominate and appoint the ancillary Executor so designated. I grant to my ancillary Executor, with respect to any and all property subject to administration by such fiduciary, all the rights, powers, privileges, discretions and exemptions granted to my Executor under this Paragraph and all other provisions of this Will; provided that any decision of the ancillary Executor which may require the investment of additional funds or the assumption of additional obligations by my estate shall be subject to the approval and consent of the Executor appointed under Paragraph SEVENTEENTH hereof. I direct that no ancillary Executor shall be required to post bond or enter security in any jurisdiction." 2. In all other respects, I hereby ratify, confirm and republish my Will dated May 28, 2008 and First Codicil thereto dated,July 7, 2009. . i Executed �� ; , 2013. (SEAL) Lewis S. Kunkel, Jr. SIGNED by L,EWIS S. KUNKEL, JR. as a Second Codicil to his Will dated May 28, 2008 and First Codicil thereto dated July 7, 2009, in our presence, who at his request, in his presence and in the presence of each other have signed as witnesses: - r Address � + I (tom `7E� _�-� �1�.�d Address AAS flu A C<J)c t Pepper Hamilton LLP ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA COUNTY OF I, LEWIS S. KUNKEL, JR., testator, whose name is signed to the attached or foregoing instrument, having been duly qualified according to law,, do hereby acknowledge that I signed and executed the instrument as a Second Codicil to my Will dated May 28, 2008 and First Codicil thereto dated July 7, 2009; that I signed it willingly; and that I signed it as my free and voluntary act for the purposes therein expressed. �" ,%:' ,� Lew' .`kunkel, Jr. Sworn or affirmed to and acknowledged before me by LEWIS S. KUNKEL, JR., the testator, this ( st` day ofzbJ� , 2 13. AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA COUNTY OF : We, the undersigned, the witnesses whose names are signed to the attached or foregoing instrument, being duly qualified according to law, do depose and say that we were present and saw testator sign and execute the instrument as a Second Codicil to his Will dated May 28, 2008 and First Codicil thereto dated July 7, 2009, that he signed willingly and that he executed it as his free and voluntary act for the purposes therein expressed; that each of us in the hearing and sight of the testator signed said Codicil as witnesses; and that to the best of our knowledge the testator was at that time 18 or more years of age, of sound mind and under no constraint or undue influence. LI Sworn or affirmed to and subscribed to before me, by and� � , witnesses, this --t- day of Q �vuH , 2013. AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA: COUNTY OF 1, the undersigned, a witness whose name is signed to the attached or foregoing instrument, being duly qualified according to law, do depose and say that I was present and saw the testator sign and execute the instrument as a Second Codicil to his Will dated May 28, 2008 and First Codicil thereto dated July 7, 2009; that the testator signed willingly and executed it as his free and voluntary act for the purposes therein expressed; that each subscribing witness in the hearing and sight of the testator signed said Codicil as a witness; and that to the best of my knowledge the testator was at the time 18 or more years of age, of sound mind and under no constraint or undue influence. Sworn or affirmed to and subscribed before me by witness, this __day of_ 12013. Notary Public ATTORNEY CERTIFICATION COMMONWEALTH OF PENNSYLVANIA: COUNTY OF � (� On this, the y_day of �: �--� , 2013, before me, the undersigned officer, personally appeared KATHLEEN A. STEPHENSON, known to me or satisfactorily proven to be a member of the bar of the highest court of Pennsylvania and certified that she was personally present when the .foregoing acknowledgment and affidavit were signed by the testator and witnesses. IN WITNESS WHEREOF, I hereunto set my hand and official seal. Notary Public G�1MiNC➢Isdv�-s.-YiiZ;t r°E:NF„�v�"'flNi � Fi NO T ARAL SEAL 9 r iar:Ety t.ALOIA,Notary Public:. ;ley of Phsla(iopnia,Phda 000'rtY a,��P�frne�if!N4cf'ihaj 1"t. f��.4