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HomeMy WebLinkAbout04-29-14 Resot 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, appiy(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 Q1 - H - 400 Name: J. WILLIAM ROYER File No: a/kfa: (Assigned by Register) a1k/a: alk/a: Social Security No: Date of Death: April 13,2014 Age at death: 86 Decedent was domiciled at death in Cumberland County, Pennsylvania (State)with his/her last principal residence at 1408 Brandton Road Mechanicsburg PA 17055 Lower Allen Township Cumberland Street address,Post Office and Zip Code City,Township or Borough County Decedent died at Messiah Lifeways,Mechanicsburg,PA 17055 Upper Allen Townshin 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 $ 290 000.00 If not domiciled in Pennsylvania. ............. Personal property in Pennsylvania $ If not domiciled in Pennsylvania. ....................... Personal property in County $ Value of real estate in Pennsylvania............................................... .......... $ TOTAL ESTIMATED VALUE. ... $ 291000.00 Real estate in Pennsylvania situated at: NONE _ (Attach additional sheets,ifnecessary.) Street address,Post Office and Zip Code City,Township or Borough County © A. Petition for Probate and Grant of Letters Testamentary Petitioners)aver(s)he/she/they is/are the Executors)named in the last Will of the Decedent,dated July 7,2004 "Codicil(% thereto dated April 22,2008.August 5 2011,and December 6 2012 e-:� s X rn c> O Stale relevant circumstances(ag.renunciation,death of executor,etc.) I'tl S G"1 `U tZ) Except as follows: after the execution ofthe instrument(s)offered for probate Decedent did not marry,was not divoroe ivs�&not.ap apending divorce proceeding wherein the grounds for divorce had been established as defined in 23 Pa.C.S. §3323(g),and�tlid5t have a�ld bo1 or adopted;and Decedent was neither the victim of a killing nor ever adjudicated an incapacitated person. C3 O Q NO EXCEPTIONS n EXCEPTIONS .-s o C . 7 r'- t71 B. Petition for Grant of Letters of Administration (If applicable) r- -07-C> al.a.,dAn.,d.b.n.c.t.a.,pendente lite,durante gruentia,duranfh1inorTlatern If Administration,cd.m or d.b.n.c.ta.,enter date of Will in Section A above and complete list of heirs. Except as follows: Decedent was not a parry 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. ONO EXCEPTIONS 0 EXCEPTIONS Petitioner(s),after a proper search has/have ascertained that Decedent left no Will andwas survived by the following spouse(ifany)and heirs(attach additional sheets, if necessary): Name Relationship Address Fora,xw-02 rev. 10/1112011 Page I of 2 Oath of Personal Representative Official Use Only COMMONWEALTH OF PENNSYLVANIA } } SS: COUNTY OF CUMBERLAND } Petitioners)Printed Name Petitioner(s)Printed Address Xenia B. Royer 1408 Brandton Road Mechanicsburg.PA 17055-0740 The Petitioner(s)above-named swear(s)or affirm(s)the statements iq 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 De or,*;,P administer the estate according to law. Sworn to or„pffirmed and subscribed before f _., J Date me tbi�s(3n day f,No I f {� Date $y: •r1 Lt.- t i— j l)Tj�t t _A (/Y t Date For the Register Date BOND Required: Q YES (F) NO To the Register of Wills: FEES: Please enter my appearance by my signature below: Letters. . . . .. ... .... . ..... .. . $ 310.00 Attorney Signature: ( 4)Short Certificate(s).,.. . . 20A0 { )Renunciation(s).. .. . .. . ( 3 )Codicil(s). . . . . . . . . . . . . 45.00 ( )Affid'avit(s).. . . . . . .. . . . Bond.. . . . . . .. . . .. .... .... .. Printed Na lo: James Ulsh,Esquire Commission. ..... ... ... .... .. Supreme Court Other Will . .. . .. .. 15.00 ID Number: 10 Inventory 15.00 Inheritance Tax Return . . . . . . . . 15.00 Firm Name: METTE,EVANS&WOODSIDE .. . .... . Address: 3401 North Front Street . .. ..... PO Box 5950 _ Harrisburg,PA 17110-0950 . . . . . .. . Phone: (717)232-5000 C n —� rM Automation Fee. . ... . .. . .. . . .. 5.00 Fax: {7171236-1816 ,E q JCS Fee. . . .. .. .. .... .. . ... . . 23.50 Email: 3a lsh(g� ett m M I r+ � TOTAL. . ... . . . . ... . . . . . . . . . S 448.50 ru to :.' C'7 DECREE OF THE REGISTER n f Estate of J.WILLIAM ROYER File No: r= alkla: AND NOW, in consideration of the foregoing Petition, satisfactory proof having been presented before me,IT IS DECREED that Letters Testamentary are hereby granted to XENIA B.ROYER in the above estate and(if applicable) that the instrument(s)dated July 7,2004,April 22,2008,August 5,2011,and December 6,2012 described in the Petition be admitted to probate and filed of record as the last Will(and Codicil(s))of Decedent. Register of Wills Farm RW-02 rev.10111/2011 Page 2 Of 2 CODICIL TO LAST WILL AND TE STAMENT OF N J. WILLIAM ROPER c Ell cz n if> 0 t tin r' p I, J. WILLIAM ROYER, of Lower Allen Township, Cumberland Coaznj�x,,:, Pennsylvania, the within named Testator, do hereby make and publish this odicil� f rn r,o to my Last Will and Testament, dated July 7, 2004 as previously amendaby tNa �' n Codicil dated April 22, 2008. 1 hereby modify said Last Will and Testament as follows: ITEM I: ITEM III of my Last Will and Testament is amended to read as follows: ITEM III: I may leave a written list in my safe deposit box or elsewhere disposing of certain items of my tangible personal property. The Executor shall dispose of items of my personal property as specified in the written list. If no written list is found in my safe deposit box or elsewhere and properly identified by my Executor within thirty (30) days after the probate of my Will, it shall be presumed that there is no statement or list. If I die before my wife, XENIA B. ROYER, 1 give to her all of my household furniture and furnishings, books, pictures, jewelry, silverware, automobiles, wearing apparel and all other of household or personal use or adornment and all policies of insurance thereon which have not been disposed of in accordance with a separate list. If I do not die before my said wife, I give to my daughters, SUZANNE M. ROYER and LYNNE A. ROPER, or the survivor of them, all tangible property not set forth in a written list to be divided among them as they shall agree. �,� ITEM I1: ITEM IV of my Last Will and Testament is amended to read as follows: ITEM IV: I give and bequeath the following sums to the following charities and individuals: (a) The sum of Five Thousand and 00/100 ($5,000.00) Dollars to the PRESBYTERIAN SENIOR LIVING, Dillsburg, Pennsylvania and the sum of Five Thousand and 00/100 ($5,000.00) Dollars to the CAMP HILL PRESBYTERIAN CHURCH Endowment Fund (b) The sum of Ten Thousand and 00/100 ($10,000.00) Dollars to LEHIGH UNIVERSITY, Bethlehem, Pennsylvania 18964. (c) The sum of Ten Thousand and 00/100 ($10,000.00) Dollars to my daughter, SUZANNE M. ROYER, if she survives me. (d) The sum of Ten Thousand and 00/1.00 ($10,000.00) Dollars to my daughter, LYNNE A. ROYER, if she survives me. (e) The sum of Ten Thousand and 00/100 ($10,000.00) to my wife, XENIA B. ROYER, if she survives me. ITEM III: ITEM V of my Last Will and Testament is amended to read as follows: ITEM V: I give, devise and bequeath all of the rest, residue and remainder of my estate, not disposed of in the proceeding portions of this Will to my wife, XENIA B. ROYER, as Trustee IN TRUST NEVERTHELESS, to be administered as follows: 2 (a) The Trustee shall pay the net income arising from the principal of this Trust in monthly installments to my wife, XENIA B. ROYER, during her lifetime. (b) During the lifetime of my wife, the Trustee shall pay to or for the benefit of my wife so much of the principal of this Trust as may be necessary, in the sole discretion of the Trustee, for the support, maintenance and medical care of my wife. (c) Upon the death of my wife, the Trustee shall convey and pay over all the remaining assets in equal shares, to my two daughters, SUZANNE M. ROYER and LYNNE A. ROYER. (d) Should either of my two daughters die before final distribution of the assets of said Trust, but be survived by then living issue, the Trustee shall quarterly pay the net income from said Trust to or for the benefit of said issue, per stirpes, living at each time of quarterly distribution; as soon as any one of said issue attains the age of twenty-one (21) years, and in no event later than twenty (20) years following the death of my child, the Trustee shall pay over all of the then assets in the Trust to the living issue of such deceased child, per stirpes. Should one of my daughters die before final distribution and not be survived by then living issue, the provisions of Subparagraph (e) herein shall,apply. (e) If, at any time before final distribution of the assets of any Trust established for my children or issue of deceased children, there are no living beneficiaries of said Trust, the Trust shall terminate, and its assets shall be added to the other then existing Trusts created herein for the benefit of my children or their issue in 3 the same proportions in which the Trusts were originally funded pursuant to the provisions of Subparagraph (c); provided, that if any of said Trusts herein created has previously been terminated by payment of its principal to its beneficiaries, said beneficiaries who received payment of the principal of the Trust shall collectively be considered an "Existent Trust" for the purpose of this paragraph, and one (1) share shall be paid directly to such beneficiaries in the same proportion by which they received the principal of the Trust, or, if any such beneficiary is deceased, the share of said deceased beneficiary shall be paid to his issue, per stirpes. (f) In the event I am not survived by any issue, or in the event there are no issue of mine surviving upon the termination of any Trust, the principal shall be divided into three (3) equal parts to be distributed as follows: i. One (1) part shall be distributed to the following charities: (a) Twenty-five (25%) percent to the PRESBYTERIAN SENIOR LIVING , Dillsburg, Pennsylvania; (b) Twenty-five (25%) percent of said part to the CAMP HILL PRESBYTERIAN CHURCH Endowment Fund; (c) Twenty-five (25%) percent of said part to KEUKA COLLEGE, Keuka Park, New York 14478; (d) Twenty-five (25%) percent of said part to LEHIGH UNIVERSITY, Bethlehem, Pennsylvania 18964; 4 ii. One (1) part shall be paid to the then living issues of my deceased my sister-in-law, A ARILYN D. CONLIN, per stirpes; iii. One (1) part shall be paid to my brother, GEORGE HOWARD ROYER, of Los Gatos, California; provided that if my said brother is not then living, said share shall be paid to his then living issue, per stirpes. (g) Notwithstanding anything herein, to the contrary, any gift or beneficial interest herein for LYNNE A. ROYER, my daughter, shall be held, administered and distributed as a separate trust pursuant to the terms set forth in Trust for LYNNE A. ROYER, below: i. Discretionary Payments by Family Trustee. At any time or times during the trust term, the family trustee may pay to or apply for the benefit of LYNNE A. ROYER as much, or all, of the net income and principal of the trust as the trustee deems-proper for LYNNE A. ROYER's health, education, support, and maintenance. ii. Discretionary Payments by Independent Trustee. At any time or times during the trust term, the Independent Trustee, in his or her absolute discretion, shall have the power, to apply for the benefit of, or distribute to LYNNE A. ROYER and/or descendants of LYNNE A. ROYER who are then living, so much of the income or principal, or both, of the trust estate as such Trustee deems appropriate for such beneficiaries' benefit, care, comfort, enjoyment, or for any other purposes. iii. Sprinkling Powers. LYNNE A. ROYER shall have the discretionary power during her lifetime to direct the Trustee to pay over and distribute trust principal from this trust to or for the benefit of one or more of the group consisting of LYNNE A. ROYER's spouse, descendants and the spouses of the descendants, and any charitable organization, and on such terms and conditions, either outright or in trust, and in such proportions as LYNNE A. ROYER shall appoint by a writing delivered to the Trustee specifically referring to and exercising this power of appointment. iv. Family Trustee. LYNNE A. ROYER shall act as the family trustee of the Trust for LYNNE A. ROYER with sole and full .authority under the terms of this instrument. She shall also be authorized to appoint and remove successor family trustees or family cotrustees with regard to this particular Trust. In the event that LYNNE A. ROYER is unable or unwilling to serve as trustee, and she has failed to appoint a successor trustee, then SUZANNE M. ROYER shall serve. If SUZANNE M. ROYER is unable or unwilling to serve as trustee, then MERRILL LYNCH TRUST COMPANY OF AMERICA shall serve as successor trustee. V. Independent Trustee. Upon the death of me, an individual or entity shall be appointed by LYNNE A. ROYER as the independent trustee to act on behalf of this Trust. Independent means a person or entity who is not LYNNE A. ROYER nor related to LYNNE A. ROYER in any of the following classifications: spouse, ancestor or descendant, sibling, an employee of LYNNE A. ROYER nor of any corporation, firm or partnership in which LYNNE A. ROYER is an executive or has stock or other holdings which are significant from the viewpoint of control. I intend for these limitations to meet the requirements of an Independent Trustee under the Internal Revenue Code Section. vi. Termination of Trust. The trust shall terminate on LYNNE A. ROYER's death or in the sole and absolute discretion of the Independent Trustee, whichever occurs first. vii. Distribution on Death of LYNNE A. ROPER. Limited Power of Appointment. Upon the death of LYNNE A. ROYER, the Trustee) shall distribute the balance of this trust, including both principal and accrued or undistributed income, to such one or more persons or entities other than LYNNE A. ROYER, her estate, her creditors, or the creditors of her estate, and on such terms and conditions, either outright or in trust, and in such proportions as LYNNE A. ROYER shall appoint by Will or Codicil specifically 'referring to and exercising this power of appointment. viii. Distribution on Death of LYNNE A. ROYER. Default. In the event that LYNNE A. ROYER has not exercised the limited power of appointment above, then upon the death of LYNNE A. ROYER, the trustee shall distribute the remaining trust property to the then-living descendants of LYNNE A. ROPER, per stirpes. However, if an individual descendant has not reached the age of thirty-six years (36) at the death of LYNNE A. ROYER, that descendant's share shall be held, administered, and distributed by the trustee in a separate trust for that descendant according to the terms set forth in Subsection (h) of ITEM V below. ix. "Conduit Distributions". From Stretch-Out Retirement Plans, Notwithstanding anything herein to the contrary, to the extent the Trustee receives distributions from any Stretch-Out Retirement Plan as to which LYNNE A. ROYER is the Stretch-Out Beneficiary (these terms are defined in ITEM V(g)(xi) below), the Trustee shall distribute to or apply for the benefit of LYNNE A. ROYER all of said distributions (net of expenses, and net of income, estate, inheritance, generation-skipping transfer tax, or any other tax, to the extent said expenses and taxes are chargeable to or otherwise payable by the Trustee with respect to said amounts received or the balance remaining in Stretch-Out Retirement Plans), for as long as LYNNE A. ROYER shall live or until the earlier termination of her trust. rot 7 If LYNNE A. ROYER is the sole Trustee of her trust, the Trustee shall not withdraw amounts from a Stretch-Out Retirement Plan in excess of those amounts reasonably necessary to: (i) comply with the Minimum Distribution Rules; (ii) provide for the Beneficiary's health, education, support and maintenance in her accustomed manner of living; (iii) comply with the legal obligation to pay income, estate, inheritance, generation-skipping transfer tax, or other taxes specifically chargeable or otherwise payable by the Trustee with respect to amounts received from or the balance remaining in Stretch-Out Retirement Plans; and (iv) provide for payment of trust expenses reasonably allocable to amounts received from or the balance remaining in Stretch-Out Retirement Plans. . X. Final Disposition. If the trust property is not completely disposed of by the preceding provisions, the undisposed-of portion shall be distributed to SUZANNE M. ROYER, my daughter, pursuant the terms set forth under ITEM V(c) above. xi. Definition of Stretch-Out Retirement Plan and Stretch- Out Beneficiary. The term "Stretch-Out Retirement Plan" refers; with respect to a trust hereunder, to any interest in a Qualified Retirement Plan as to which the Trustee of said trust is permitted under the governing plan provisions to take distributions in the form of minimum distributions "stretched-out" over the life expectancy of a "designated beneficiary" (within the meaning of the Minimum Distribution Rules), assuming said trust otherwise qualifies to do so under the Minimum Distribution Rules. The term "Stretch-Out Beneficiary" refers to the beneficiary of said trust whose life expectancy is used in determining the "stretched out" distributions (or whose life expectancy would have bee used if said trust 9 8 qualified for "separate share" treatment under the Minimum Distribution Rules). Thus, by way of example and not limitation, a Qualified Retirement Plan is not a Stretch-Out Retirement Plan if it must be distributed in the form of a lump sum. (h) Separate Share Trusts for Descendants. Notwithstanding anything to the contrary herein, each separate share trust for a descendant of LYNNE A. ROYER ("Beneficiary") shall commence upon the first receipt of property by the Trustee. Such property and any subsequent additions of property shall constitute the trust estate, which shall be held, administered and distributed as a separate share trust as follows: i. Distribution of Income and Principal. In General. The Trustee shall distribute, from time to time, to or for the benefit of the Beneficiary so much of the net income and principal of assets (other than Stretch-Out Retirement Plan assets) held in such Beneficiary's trust as in the reasonable discretion of the Trustee may be required for the health, education, support, and maintenance of such Beneficiary, taking into account the Beneficiary's other resources, including distributions made or anticipated under ITEM V(h)(ii) below. ii. "Conduit Distributions" From Stretch-Out Retirement Plans. Notwithstanding anything herein to the contrary, to the extent the Trustee receives distributions from any Stretch-Out Retirement Plan as to which the Beneficiary is the Stretch-Out Beneficiary (these terms are defined in ITEM V(g)(xi) above), the Trustee shall distribute to or apply for the benefit of the Beneficiary all of said distributions (net of expenses, and net of 9 income, estate, inheritance, generation-skipping transfer tax, or any other tax, to the extent said expenses and taxes are chargeable to or otherwise payable by the Trustee with respect to said amounts received or the balance remaining in Stretch-Out Retirement Plans), for as long as the Beneficiary shall live or until the earlier termination of his or her trust. If the Beneficiary is the sole Trustee of his or her trust, the Trustee shall not • withdraw amounts from a Stretch-Out Retirement Plan in excess of those amounts reasonably necessary to: (i) comply with the Minimum Distribution Rules; (ii) provide for the Beneficiary's health, education, support and maintenance in his or her accustomed manner of living; (iii) comply with the legal obligation to pay income, estate, inheritance, generation-skipping transfer tax, or other taxes specifically chargeable or otherwise payable by the Trustee with respect to amounts received from or the balance remaining in Stretch-Out Retirement Plans; and (iv) provide for payment of trust expenses reasonably allocable to amounts received from or the balance remaining in Stretch-Out Retirement Plans iii. Distribution in Three Stages When Beneficiary Living. When the Beneficiary reaches the age of 21 years, the trustee shall distribute to the Beneficiary ten percent (10%) of the principal of the Separate Share Trust. When the Beneficiary reaches the age of 26 years, the trustee shall distribute to the Beneficiary twenty-two percent (22%) of the remaining principal of the Separate Share Trust. When the Beneficiary reaches the age of 31 years, the trustee shall distribute to the Beneficiary forty-three percent (43%) of the remaining principal of the Separate Share Trust. When the Beneficiary reaches the age of 36 years, the trustee shall distribute the remaining trust property (including all income then accrued but uncollected and all net income then remaining, in the hands of the trustee) to the Beneficiary outright. If the Beneficiary has already reached the age of 21 10 years, 20 years, or 31 years when the Beneficiary's share is first allocated to the Separate Share Trust under this instrument, then on making the allocation, the trustee shall distribute to the Beneficiary ten percent (10%), plus twenty-two percent (22%) of the rest, plus forty-three percent (43%) of the rest, as the case may be, of the Beneficiary's share of the principal of the trust, and the balance shall be retained in trust for the Beneficiary pursuant to the applicable provisions of this section. iv. Termination. A Beneficiary's trust shall terminate when he or she attains thirty-six (36) years of age, and at such time, the Trustee shall distribute the remaining assets of a Beneficiary's trust outright to him or her. For purpose of this paragraph, when the Trustee is directed to "distribute" an interest in any IRA or Roth IRA account, the Trustee is to arrange for the transfer of said interest from the trust to the Beneficiary so that the Beneficiary holds the various powers over such IRA or Roth IRA (e.g., to direct investments and withdrawals) that would otherwise be held by the Trustee, without necessarily causing a distribution of funds out of the IRA or Roth IRA account. ' V. Death Before Complete Distribution. Upon the death of a Beneficiary, the Trustee shall distribute said Beneficiary's trust (including such items of property as may pass generally to said trust by reason of said Beneficiary's death) as follows, the Trustee shall divide the balance of the trust into shares on the principle of representation for the then living members of the class of descendants identified earliest below with at least one class member then living: (a) First, the deceased Beneficiary's descendants, of��! 11 (b) Second, if applicable, the descendants of the deceased Beneficiary's closest ancestor who was a descendant of the LYNNE A. ROYER. Each share so established for a descendant shall be distributed to him or her outright and free of trust if he or she has then attained thirty-. six (36) years of age; Each share so established for a descendant who has not attained thirty-six (36) years of age shall either be added to the trust then held hereunder for him or her or, if no trust exists for him or her, shall constitute a trust to be held and distributed for him or her as provided in this paragraph (each descendant shall be referred to as the "Beneficiary" of his or her trust). If none of the descendants described above are then living, the Trustee shall instead distribute said unappointed balance to SUZANNE M. ROYER, my daughter, pursuant the terms set forth under ITEM V(h)(iii) above. ITEM IV: ITEM XI of my Living Will and Testament is to read as follows: ITEM XI: I hereby constitute and appoint my wife, XENIA B. ROYER, to be my Executrix (hereinafter referred to as "Executor"), in the event of her death, inability, or refusal to serve as Executor and Trustee, I appoint, my daughters, SUZANNE M. ROYER and LYNNE A. ROYER or the survivor of them, to be my successor Executors and Trustees. In the event of the death, inability, or refusal to serve of any one of both of my said daughters and my wife, XENIA B. ROYER, MERRILL LYNCH TRUST COMPANY OF AMERICA, shall serve as successor Executor and Trustee. My Executor and Trustee is relieved from the duty or obligation of filing any bond or other security. In all other respects I confirm and ratify my aforesaid Last Will and Testament. 12 IN WITNESS WHEREOF, I have hereunto set my hand and seal this day of A IT— ' 2011. (SEAL) J. William Royer 13 We, the undersigned, hereby certify that the foregoing Codicil was signed, sealed, published and declared by the above-named Testator as and for a Codicil to his Last Will and Testament, in the presence of each of us, who, at his request and in his presence and in the presence of each other, have hereunto set our hands and seals the day and year above written, and we certify that at the time of the execution thereof, the said Testator was of sound and disposing mind and memory. (SEAL) Residing at -S O�.` PA 770 6 / L"cvAL) Residing at (SEAL) Residing at lax 14 ACKNOWLEDGMENT COMMONWEA TH OF PENNSYLVANIA . SS.: COUNTY OF I I, J. William Royer, 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 Codicil to my Last Will and Testament; that I signed it willingly; and that I signed it as my free and voluntary act for the purposes therein expressedd..� (SEAL) William Royer 15 AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA SS.: COUNTY OF l We��,//SJ2S A lA/s �l � e / SS� and �/7��rYVJ AfVtiv- �S , 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, J. William Royer, sign and execute the instrument as a Codicil to his Last Will and Testament; that Testator signed willingly and that he executed the Codicil as his free and voluntary act for the purposes therein expressed; that each of us in the hearing and sight of the Testator signed the Codicil as Witnesses; and that to the best of our knowledge the Testator was at that time eighteen (18) or more years of age, of sound mind and under no constraint or undue influence. // �— N Witness Witness Witness SWORN TO AND SUBSCRIB/E^{�D BEFORE ME THIS .4h�- DAY OF 2011. C ^ nn OTARY PUBLIC MY COMMISSION EXPIRES: COMMONWEALTH OF PENNSYLVANIA (SEAL) Notarial Seal 541114v1 Betty Ann mcmullan,Notary Public Penn TWp.,Perry County My CpmmWon Expires]an.28,2014 Member,Pennsylvania ms aeon of Notaries RECORDED OFFICE OF CODICIL TO WILL OF REGISTER OF WALLS J. WILLIAM ROYER 20!4, ROIR 29 PM 4 22 I, J. WILLIAM ROYER, of the Lower Allen Township, Cumberlat�LCount F C rt n e Pennsylvania, the within named Testator, do hereby ake and ubliSS�]17j� Rigg� S COURT Y p CU ScALiclydw t Will and Testament, dated July 7, 2004. I hereby modify said Law Will and Testament as follows: ITEM V: Subsection (i) and 0) shall be added to ITEM V of said Last Will and Testament is added to read as follows: (i) Trust for LYNNE A ROYER, Notwithstanding anything herein to the contrary, any gift or beneficial interest herein for LYNNE A. ROYER, my daughter, shall be held, administered and distributed as a separate trust pursuant to the terms set forth in Trust for LYNNE A. .ROYER, below: (1) Discretionary Pa rents by Faut ,ly Trustee. At any time or times during the host term, the family trustee may pay to or apply for the benefit of LYNNE A. ROYER as much, or all, of the net income and principal of the trust as the trustee deems proper for LYNNE A. ROYER's health, education, support, and maintenance. (2) Discretionary Payrnents by hndependent Trustee. At any time or times during the trust term, the Independent Trustee, in his or her absolute discretion, shall have the power, to apply for the benefit of, or distribute to LYNNE A. ROYER and/or descendants of LYNNE A. ROYER who are then living, so much of the income or principal, or both, of the trust estate as such Trustee deems appropriate for such beneficiaries` benefit, care, comfort, enjoyment, or for any other purposes. (3) S rinkling Powers. LYNNE A. ROYER shall have the discretionary power during her lifetime to direct the Trustee to pay over and distribute trust principal from this trust to or for the benefit of one or more of the group consisting of LYNNE A.ROYER's spouse,descendants and the spouses of the descendants,and any charitable organization,and on such terms and conditions, either outright or in trust,and in such proportions as LYNNE A. ROYER shall appoint by a writing delivered to the Trustee specifically referring to and 1 exercising this power of appointment. (4) Family Trustee. LYNNE A. ROYER shall act as the family trustee of the Trust for LYNNE A. ROYER with sole and full authority under the terms of this instrument. She shall also be authorized to appoint and remove successor family trustees or family cotr ustees with regard to this particular Trust. In the event that LYNNE A. ROYER is unable or unwilling to serve as trustee, and she has failed to appoint a successor trustee, then SUZANNE M. ROPER shall serve. If SUZANNE M. ROYER is unable or unwilling to serve as trustee, then MERRILL LYNCH TRUST COMPANY OF AMERICA shall serve as successor trustee. (S) Independent Trustee. Upon the death of me, an individual or entity shall be appointed by LYNNE A. ROYER as the independent trustee to act on behalf of this Trust. Independent means a person or entity who is not LYNNE A. ROYER nor related to LYNNE A. ROYER in any of the following classifications: spouse, ancestor or descendant, sibling, an employee of LYNNE A. ROYER nor of any corporation, firm or partnership in which LYNNE A. ROYER is an executive or has stack or other holdings which are significant from the viewpoint of control. I intend for these limitations to meet the requirements of an Independent Trustee under the Internal Revenue Code Section. (G) Termination of Trust. The trust shall terminate on LYNNE A. ROYER's death or in the sole and absolute discretion of the Independent Trustee, whichever occurs first. (7) Distribution on Death of LYNNE A ROYER — Limited Power of Appointment. Upon the death of LYNNE A. ROYER, the Trustee shall distribute the balance of this trust, including both principal and accrued or undistributed income, to such one or more persons or entities other than LYNNE A.ROYER,her estate,her creditors,or the creditors of her estate,and on such terms and conditions,either outright or in trust,and in such proportions as LYNNE A. ROYER shall appoint by Will or Codicil specifically referring to and exercising this power of appointment. (8) Distribution on Death of LYNNE A ROYER—Default. In the event that LYNNE A. ROYER has not exercised the limited power of appointment above, then upon the death of LYNNE A. ROYER, the trustee shall distribute the remaining trust property to the then-living descendants of LYNNE A. ROYER, per stirpes. However, if an individual descendant has not reached the age of thirty-six years (36) at the death of LYNNE A. ROYER, that descendant's share shall be held, 2 administered, and distributed by the trustee in a separate trust for that descendant according to the terms set forth in Subsection 0) of ITEM V below. (9) "Conduit Distributions"From Stretch-Out Retirement Plans. Notwithstanding anything herein to the contrary, to the extent the Trustee receives distributions from any Stretch-Out Retirement Plan as to which LYNNE A. ROYER is the Stretch-Out Beneficiary(these terms are defined in ITEM V(i)(11) below), the Trustee shall distribute to or apply for the benefit of LYNNE A. ROYER all of said distributions (net of expenses, and net of income, estate, inheritance, generation-skipping transfer tax, or any other tax, to the extent said expenses and taxes are chargeable to or otherwise payable by the Trustee with respect to said amounts received or the balance remaining in Stretch-Out Retirement Plans), for as long as LYNNE A. ROYER shall live or until the earlier termination of her trust. If LYNNE A. ROYER is the sole Trustee of her trust, the Trustee shall not withdraw amounts from a Stretch-Out Retirement Plan in excess of those amounts reasonably necessary to: 0)comply with the Minimum Distribution Rules; (ii)provide for the Beneficiary's health, education, support and maintenance in her accustomed manner of living; (iii) comply with the legal obligation to pay income, estate, inheritance, generation- skipping transfer tax, or other taxes specifically chargeable or otherwise payable by the Trustee with respect to amounts received from or the balance remaining in Stretch-Out Retirement Plans; and (iv)provide for payment of trust expenses reasonably allocable to amounts received from or the balance remaining in Stretch-Out Retirement Plans. I (10) Final Disposition. If the trust property is not completely disposed of by the preceding provisions, the undisposed-of portion shall be distributed to SUZANNE M. ROYER, my daughter,pursuant the terns set forth under ITEM V(c) above. (11)Definit on of Stretch-Out Retirement Plan and Stretch-Out Beneficiary, The tern "Stretch-Out Retirement Plan"refers, with respect to a trust hereunder, to any interest in a Qualified Retirement Plan as to which the Trustee of said trust is permitted under the governing plan provisions to take distributions in the form of minimum distributions "stretched-out" over the life expectancy of a "designated beneficiary" (within the meaning of the Minimum Distribution Rules), assuming said trust otherwise qualifies to do so under the Minimum Distribution Rules. The term"Stretch-Out Beneficiary"refers to the beneficiary of said trust whose life expectancy is used in determining the "stretched out" 3 distributions (or whose life expectancy would have bee used if said trust qualified for"separate share" treatment under the Minimum Distribution Rules). Thus,by way of example and not limitation, a Qualified Retirement Plan is not a Stretch-Out Retirement Plan if it must be distributed in the form of a lump sum. 0) Separate Share Trusts for Descendants. Notwithstanding anything to the contrary herein, each separate share trust for a descendant of LYNNE A. ROYER("Beneficiary") shall continence upon the first receipt of property by the Trustee, Such property and any subsequent additions of property shall constitute the trust estate, which shall be held, administered and distributed as a separate share trust as follows: (1) Distribution of Income and Principal—In General. The Trustee shall distribute, fi-om time to time, to or for the benefit of the Beneficiary so much of the net income and principal of assets (other than Stretch-Out Retirement Plan assets) held in such Beneficiary's trust as in the reasonable discretion of the Trustee may be required for the health, education, support, and maintenance of such Beneficiary, taking into account the Beneficiary's other resources, including distributions made or anticipated under ITEM V(j)(2)below. (2) "Conduit Distributions"From Stretch-Out Retirement Plans, Notwithstanding anything herein to the contrary, to the extent the Trustee receives distributions from any Stretch-Out Retirement Plan as to which the Beneficiary is the Stretch-Out Beneficiary(these terms are defined in ITEM V(i)(I 1) above), the Trustee shall distribute to or apply for the benefit of the Beneficiary all of said distributions (net of expenses, and net of income, estate, inheritance, generation- skipping transfer tax, or any other tax, to the extent said expenses and taxes are chargeable to or otherwise payable by the Trustee with respect to said amounts received or the balance remaining in Stretch-Out Retirement Plans), for as long as the Beneficiary shall live or until the earlier termination of his or her trust. If the Beneficiary is the sole Trustee of his or her trust, the Trustee shall not withdraw amounts from a Stretch-Out Retirement Plan in excess of those amounts reasonably necessary to: (i) comply with the Minimum Distribution Rules; (ii) provide for the Beneficiary's health, education, support and maintenance in his or her accustomed manner of living; (iii) comply with the legal obligation to pay income, estate, inheritance, generation-skipping transfer tax, or other taxes specifically chargeable or otherwise payable by the Trustee with respect to 4 r amounts received from or the balance remaining in Stretch-Out Retirement Plans; and (iv) provide for payment of trust expenses reasonably allocable to amounts received from or the balance remaining in Stretch-Out Retirement Plans. (3) Distribution in Three Stages When Beneficiary Living. When the Beneficiary reaches the age of 21 years, the trustee shall distribute to the Beneficiary ten percent (10%) of the principal of the Separate Share Trust. When the Beneficiary reaches the age of 26 years, the trustee shall distribute to the Beneficiary twenty- two percent (22%) of the remaining principal of the Separate Share Trust. When the Beneficiary reaches the age of 31 years, the trustee shall distribute to the Beneficiary forty-three percent(43%) of the remaining principal of the Separate Share Trust. When the Beneficiary reaches the age of 36 years, the trustee shall distribute the remaining trust property(including all income then accrued but uncollected and all net income then remaining in the hands of the trustee) to the Beneficiary outright. If the Beneficiary has already reached the age of 21 years, 26 years, or 31 years when the Beneficiary's share is first allocated to the Separate Share Trust under this instrument, then on making the allocation, the trustee shall distribute to the Beneficiary ten percent (10%), plus twenty-two percent(22%) of the rest, plus forty-three percent (43%) of the rest, as the case may be, of the Beneficiary's share of the principal of the trust, and the balance shall be retained in trust for the Beneficiary pursuant to the applicable provisions of this section. (4) Termination. A Beneficiary's trust shall terminate when he or she attains thirty-six (36) years of age, and at such time, the Trustee shall distribute the remaining assets of a Beneficiary's trust outright to him or her. For purpose of this paragraph, when the Trustee is directed to "distribute" an interest in any IRA or Roth IRA account, the Trustee is to arrange for the transfer of said interest from the trust to the Beneficiary so that the Beneficiary holds the various powers over such IRA or 'Roth IRA (e.g., to direct investments and withdrawals) that would otherwise be held by the Trustee,without necessarily causing a distribution of funds out of the IRA or Roth IRA account. (5) Death Before Complete Distribution. Upon the death of a Beneficiary, the Trustee shall distribute said Beneficiary's trust (including such items of property as may pass generally to said trust by reason of said Beneficiary's death) as follows, the Trustee shall divide the balance of the trust into shares on the principle of representation for the then living members of the class of descendants identified earliest below with at least one class member then living: (1) First, the deceased Beneficiary's descendants, (2) Second, if applicable, the descendants of the deceased Beneficiary's closest ancestor who was a descendant of the LYNNE A. ROYER. 5 Each share so established for a descendant shall be distributed to him or her outright and free of trust if he or she has then attained thirty-six (36) years of age. Each share so established for a descendant who has not attained thirty-six (36) years of age shall either be added to the trust then held hereunder for him or her or, if tro trust exists for him or her, shall constitute a trust to be held and distributed for him or her as provided in this paragraph (each descendant shall be referred to as the `Beneficiary" of his or her trust). If none of the descendants described above are then living, the Trustee shall instead distribute said unappointed balance to SUZANNE M. ROYER, my daughter, pursuant the terms set forth under ITEM Vo)(3) above. In every other respect, I confirm and republish my will dated July 7, 2004, and all codicils thereto. The foregoing codicil to my will dated July 7, 2004, is executed on 2008, at lasand Pennsylvania. J. WILLIAIA ROYER We, the undersigned, hereby c egoing Will was signed, scaled, published and declared by the above-framed Teshis Last Will'and Testament, i n the presence of us, who, at his request and in his presence and in the presence of each other,have hereunto set our hands and seals the day and year first above written, and we certify that at the time of the execution thereof, the said Testator was of sound and disposing mind and memory, c - residing at ( � t residing at 06 Pk. 4 PA 0() residing at Appro d as to form AMES LSH, Esq. 6 t r�� 1 O Last Will and Tesfamenfc o rn s r OF x - r.') z) r cameCD IA -n n J. WILLIAM ROYER <� o n � C- n r- I, J. WILLIAM ROYER, of the Lower Allen Township, Cumbe?�and N u' County, Pennsylvania, do make, publish and declare this to be my Last Will and Testament, hereby revoking all Wills and Codicils by me at any time made. ITEM I: I direct that all inheritance and estate taxes becoming due by reason of my death, whether payable by my estate or by any recipient of any property, shall be paid by the Executor out of the residue of my estate, as an expense and cost of administration of my estate. The Executor shall have no duty or obligation to obtain reimbursement for any such tax so paid, even though on proceeds of insurance or other property not passing under this Will. ITEM II: I direct the Executor to pay the expenses of my last illness and funeral expenses from the residue of my estate as an expense and cost of administration of my estate. ITEM III: I give and bequeath, in fee simple, all of my household furniture and furnishings, books, pictures,jewelry, silverware, automobiles, wearing apparel and other articles of household or personal use or adornment and all policies of insurance thereon to my daughters, SUZANNE M. ROYER and LYNNE A. ROYER, or the survivor of them, to be divided among them as they shall agree. Page 1 ITEM IV: I give and bequeath the following sums to the following charities and individuals: A. The sum of Ten Thousand and 00/100 ($10,000.00) Dollars to the CAMP HILL PRESBYTERIAN CHURCH, Five Thousand and 00/100 ($5,000.00) Dollars of which shall be available for the unrestricted use of the Church, and Five Thousand and 00/100 ($5,000.00) Dollars of which shall be paid to the CAMP HILL PRESBYTERIAN CHURCH Endowment Fund. B. The sum of Ten Thousand and 00/100 ($10,000.00) Dollars to LEHIGH UNIVERSITY, Bethlehem, Pennsylvania 18964. C. The sum of Ten Thousand and 00/100 ($10,000.00) Dollars to my daughter, SUZANNE M. ROYER, if she survives me. D. The sum of Ten Thousand and 00/100 ($10,000.00) Dollars to my daughter, LYNNE A. ROYER, if she survives me. E. The sum of Ten Thousand and 00/100 ($10,000.00) to my wife, XENIA B. ROYER, if she survives me. ITEM V: I give, devise and bequeath all the rest, residue and remainder of my estate, not disposed of in the preceding portions of this Page 2 �'�� Will, to my wife, XENIA B. ROYER, my daughter, SUZANNE M. ROYER, and my daughter, LYNNE A. ROYER, as Trustees (hereinafter referred to collectively as "Trustee") IN TRUST NEVERTHELESS, to be administered as follows: (a) The Trustee shall pay the net income arising from the principal of this Trust in monthly installments to my wife, XENIA B. ROYER, during her lifetime. (b) During the lifetime of my wife, the Trustee shall pay to or for the benefit of my wife so much of the principal of this Trust as may be necessary, in the sole discretion of the Trustee, for the support, maintenance and medical care of my wife. (c) Upon the death of my wife, the Trustee shall convey and pay over all the remaining assets in equal shares, to my two daughters, SUZANNE M. ROYER and LYNNE A. ROYER. (d) Should either of my two daughters die before final distribution of the assets of said Trust, but be survived by then living issue, the Trustee shall quarterly pay the net income from said Trust to or for the benefit of said issue, per stirpes, living at each time of quarterly distribution; as soon as any one of said issue attains the age of twenty-one (21)years, and in no event later than twenty (20) years following the death of my child, the Trustee shall pay over all of the then assets in the Trust to the living issue of such deceased child, per stirpes. Should one of my daughters die before final distribution Page 3 I and not be survived by then living issue, the provisions of Subparagraph (e) herein shall apply. (e) If, at any time before final distribution of the assets of any Trust established for my children or issue of deceased children, there are no living beneficiaries of said Trust, the Trust shall terminate, and its assets shall be added to the other then existing Trusts created herein for the benefit of my children or their issue in the same proportions in which the Trusts were originally funded pursuant to the provisions of Subparagraph (c); provided, that if any of said Trusts herein created has previously been terminated by payment of its principal to its beneficiaries, said beneficiaries who received payment of the principal of the Trust shall collectively be considered an "Existent Trust" for the purpose of this paragraph, and one (1) share shall be paid directly to such beneficiaries in the same proportion by which they received the principal of the Trust, or, if any such beneficiary is deceased, the share of said deceased beneficiary shall be paid to his issue, per stirpes. (f) In the event I am not survived by any issue, or in the event there are no issue of mine surviving upon the termination of any Trust, the principal shall be divided into three (3) equal parts to be distributed as follows: i. One (1) part shall be distributed to the following charities: Page 4 -� (a) Forty (40%) percent of said part to the CAMP HILL PRESBYTERIAN CHURCH; one-half(1/2) of which shall be for the unrestricted use of the Church, and the other one-half(1/2) of which shall be applied for the Church's missions; (b) Ten (10%) percent of said part to the CAMP HILL PRESBYTERIAN CHURCH Endowment Fund; (c) Twenty-five (25%)percent of said part to KEUKA COLLEGE, Keuka Park, New York 14478; (d) Twenty-five (25%) percent of said part to LEHIGH UNIVERSITY, Bethlehem, Pennsylvania 18964; ii. One (1) part shall be paid to the then living issues of my deceased my sister-in-law, MARILYN D. CONLIN, per stirpes; iii. One (1) part shall be paid to my brother, GEORGE HOWARD ROYER, of Cupertino, California; provided that if my said brother is not then living, said share shall be paid to his then living issue, per stirpes. I (g) Each of my daughters, SUZANNE M. ROYER and LYNNE A. ROYER, shall have the power to appoint her successor Trustee by an instrument in writing delivered to the successor Page 5 Trustee during her lifetime or in her Last Will and Testament. In the event of the death, inability, or refusal to serve of both of my said daughters without either of my said daughters appointing her successor, MERRILL LYNCH TRUST COMPANY OF AMERICA shall serve as successor Trustee. (h) The Trustee is specifically relieved from the duty or obligation of filing any bond or other security. ITEM VI: The Executor is authorized in the Executor's exclusive and unrestricted discretion to determine whether to elect (under Section 2056(b)(7) of the Internal Revenue Code of 1986, as amended, or any corresponding provision of the Federal Estate Law ), to qualify all, none or a fraction of the Trust created pursuant to Item V of this Will for the Federal Estate Tax Marital Deduction. The Executor's decision with respect to this election shall be binding upon all persons. Only property which is fully eligible for the Marital Deduction under the Federal Estate Tax Law shall be assigned to this Trust. Notwithstanding anything to the contrary contained in this Will, the Trustee shall not retain or invest in any property which is or becomes unproductive. Notwithstanding the provisions of this Last Will and Testament, the Trustee shall promptly pay to the Executor of my wife's estate, out of the principal of this Trust upon the death of my wife, an amount equal to the estate, inheritance, transfer, succession and other death taxes ("death taxes"), federal, state and other, payable by reason of the inclusion of the value of the Trust property in my wife's estate. This payment shall equal the amount by which (1) the total of the death tax paid by my wife's estate exceeds (2) the total of the death taxes which would have been payable if Page 6 �� the value of the Trust property had not been included in her estate. My wife's executor shall determine the amount payable, and the determination shall be final. The termination of the amount due shall be based upon values as finally determined for federal estate tax purposes in my wife's estate. After payment of the amount determined to be due hereunder, the Trustee shall be discharged from any further liability with respect to payment. My wife may waive her estate's right to payment under this subparagraph by Will, executed after my death, in which she specifically refers to this right. ITEM VII: My wife, XENIA B. ROYER, shall have the non-cumulative right to withdraw Five Thousand and 00(100 ($5,000.00) Dollars from the principal of the Trust established under Item IV of this Will each calendar year during which she is entitled to receive income. If my wife is living on the last day of each year, she shall also have the right to withdraw an amount equal to five (5%) percent of the net market value of the principal on the last day of the year less the amount, if any, previously withdrawn during the year. The Trustee shall make this payment within thirty (30) days of the close of the year. The right of withdrawal is non-cumulative and may be exercised only in writing delivered to the Trustee within thirty (30) days prior to the last day of each calendar year. ITEM VIII: In the settlement of my estate and during the continuance of the foregoing Trust, the Executor and the Trustee shall possess, among others, the following powers: (a) To retain any investments I may have at my death, including specifically those consisting of stock of any bank even if I have Page 7 named such bank as the Executor or Trustee herein, so long as the Executor or Trustee may deem it advisable to my estate so to do. (b) To vary instruments, when deemed desirable by the Executor or Trustee, and to invest in such bonds, stocks, notes, real estate mortgages or other securities or in such other property, real or personal, as they shall deem wise, without being restricted to so-called "legal investments," and without being limited by any statute or rule of law regarding investments by fiduciaries. (c) In order to effect a division of the principal of a Trust or for any other purpose, including any final distribution of a Trust, the Executor and Trustee are authorized to make such divisions or distributions of personalty and realty, partly or wholly in kind, and to allocate specific assets among beneficiaries and Trusts created hereunder so long as the total market value of any share is not affected by such division, distribution or allocation in kind. Should it appear desirable to partition any real estate, the Executor or Trustee is authorized, to make,join in and consummate partitions of lands, voluntarily or involuntarily, including giving of mutual deeds, recognizances or other obligations, with as wide powers as an individual owner in fee simple. (d) To sell, either at public or private sale and upon such terms and conditions.and the Executor or Trustee may deem advantageous to the Estate or Trust, any and all real or personal estates Page 8 or interest therein owned by the Estate or Trust severally or in conjunction with other persons or acquired after my death by the Executor or Trustee, and to consummate said sale or sales by sufficient deeds or other instruments to the purchaser or purchasers, conveying a fee simple title, free and clear of all trust and without obligation or liability of the purchaser or purchasers to see to the application of the purchase money or to make inquiry into the validity of said sale or sales; also, to make, execute, acknowledge and deliver any and all deeds, assignments, options or other writings which may be necessary or desirable in carrying out any of the powers conferred upon the Executor or Trustee in this paragraph or elsewhere in my Will. {e} To mortgage real estate, and to make leases of real estate. (f) To borrow money from any party, including the Executor or Trustee, to pay indebtedness of mine or of my estate, expenses of administration or inheritance, legacy, estate and other taxes, and to assign and pledge assets of my estate therefor. Provided, however, that this paragraph shall not authorize borrowing from any Trust created herein. (g) To pay all costs, taxes, expenses and charges in connection with the administration of my estate a Trust. If any estate or inheritance taxes are payable from assets received by the Trustee, such taxes shall be paid from the assets held in Trust as provided herein. Page 9 (h) To make distributions of income and of principal to the proper beneficiaries thereof, during the administration of my estate, with or without court order, in such manner and in such amounts as my Executor deems prudent and appropriate. (i) To vote any shares of stock which form part of the estate or Trust, and otherwise to exercise all the powers incident to the ownership of such stock. 0) In the discretion of the Executor or Trustee, to unite with other owners of similar property in carrying out any plans for the reorganization of any corporation or company whose securities form a part of the estate. (k) To disclaim any interest in property which would devolve to me or my estate by whatever means, including but not limited to the following means: as a beneficiary under a will, as an appointee under the exercise of a power of appointment, as a person entitled to take by intestacy, as a donee of any inter vivos transfer, and a donee under a third-party beneficiary contract. (1) To do all other acts in their judgment deemed necessary or desirable for the proper advantageous management, investment and distribution of the estate or Trust. Page 10 (m) In the event of a dispute between the Trustees with respect to the distribution of principal from the Trust created in Item V of this Will, the decision of XENIA B. ROYER shall control. ITEM IX: Whenever and as often as any beneficiary hereunder, to whom payments of income or principal are herein directed to be made, shall be under legal disability, or, in the sole judgment of the Trustee, shall otherwise be unable to apply such payments to his own or her own best interests and advantages, the Trustee may make all or any portion of such payments in any one or more of the following ways: (a) Directly to such beneficiary; (b) To the legal guardian or conservator of such beneficiary; (c) To a relative of such beneficiary, to be expended by such relative for the benefit of such beneficiary; or (d) By itself expending same for the benefit of said beneficiary. ITEM X: Any person who shall have died at the same time as I have, or in a common disaster with me, or under such circumstances that the order of our deaths cannot be established by proof, or within thirty (30) days of my death, shall be deemed to have predeceased me. Page 11 I ITEM XI: I hereby constitute and appoint my daughters, SUZANNE M. ROYER and LYNNE A. ROYER, to be the Executors, collectively referred to as "Executor". In the event of the death, inability, or refusal to serve of any one of my said daughters, my wife, XENIA B. ROYER, shall serve as successor Executor. In the event of the death, inability or refusal to serve of both of my said daughters and my wife, MERRILL LYNCH TRUST COMPANY OF AMERICA, shall serve as successor Executor. The Executor is relieved from the duty or obligation of filing any bond or other security. IN WITNESS WHEREOF, I have set my hand and seal to this, my Last Will and Testament, consisting of this and the preceding eleven (11) pages, at the end of each page of which I have also set my initials for greater security and better identification this day of 12004. , _{SEAL} WILLIAM ROYE We, the undersigned, hereby certify that the foregoing Will was signed, sealed, published and declared by the above-named Testator as and for his Last Will and Testament, in the presence of us, who, at his request and in his presence and in the presence of each other, have hereunto set our hands and seals the day and year first above written, and we certify that at the time of the execution thereof, the said Testator waB of sound and disposing mind and memory. (SEAL) Residing at � tJ auu F V1.� )D G SEAL) Residing at *E UAC" -���.� � {SEAL) Residing at 14o 4)(SIj OA O I C ACKNOWLEDGMENT C COMMONWEALTH OF PENNSYLVANIA ) ) SS: I COUNTY OF c� ) I, J.WILLIAM ROYER, Testator, whose name is signed to the attached or foregoing instrument, having been duly qualified according to law, do hereby acknowledge that I signed and executed the instrument as my Last Will and Testament; that I signed it willingly; and that I signed it as my free and voluntary act for the purposes therein expressed. (SEAL) LL ROYER w Sworn to and subscribed before me this '*day of 2OV4 Notary Public My Commission Expires: (SEAL) COMMONWEALTH OF PENNSYLVANIA Notarial Seal Alice M.Sebring,NO Pablic y S uebanna I Oa to Caenty M�ommission Expires Member,Pennsylvania Association of Notenes AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA ) SS: COUNTY OF � n ) We, " 4 U is ��x �4 95i Q , n\: � and &gA_i1= > 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, J. WILLIAM ROYER, sign and execute the instrument as his Last Will and Testament; that Testator signed willingly and that he executed said Will as his free and voluntary act for the purposes therein expressed; that each of us in the hearing and sight of the Testator signed the Will as Witnesses; and that to the best of our knowledge the Testator was at that time eighteen (18) or more years of age, of sound mind and under no constraint or undue influence. Witness Witness Wi ness Sworn to and subscribed before me this * day of 12024 Notary Public )I My Commission Expires: COMMONWEALTH OF PENNSYLVANIA Notarial Seal (SEAL) SuAlli henna Sebring,NotaPane, County MY Commission Expires 9.2{ 5 Member.PennsOvania Assoclation of Notetfes 401707vi CODICIL TO THE WILL OF - ru J. WILLIAM ROYER o m � I, J. WILLIAM ROYER of Lower Allen Township, Cumberland County, • J: Pennsylvania, the within named Testator, do hereby make and publish this'C'Odic to my last Will and Testament dated July 7, 2004 as previously mended` odicik F:: m z dated April 22, 2008 and August 4, 2011. I hereby modify said Last Will and Testament and Codicil as follows: ITEM I: ITEM V of said Last Will and Testament is amended to read as follows: ITEM V: I give, devise and bequeath all of the rest, residue and remainder of my estate, not disposed of in the proceeding portions of this Will to my wife, XENIA B. ROYER, as Trustee and my daughters, LYNNE A. ROYER and SUZANNE M. ROYER or the survivors of them, as Co-Trustees IN TRUST NEVERTHELESS, to be administered as follows: (a) The Trustee shall pay the net income arising from the principal of this Trust in monthly installments to my wife, XENIA B. ROYER, during her lifetime. (b) During the lifetime of my wife, the Trustee shall pay to or for the benefit of my wife so much of the principal of this Trust as may be necessary, in the sole discretion of the Trustee, for the support, maintenance and medical care of my wife. In the event of a disagreement among my Trustees with respect to the exercise of the discretion of the Trustee, the decision of my wife, XENIA B. ROYER shall control. Page I / (c) Upon the death of my wife, the Trustee shall convey and pay over all the remaining assets in equal shares, to my two daughters, SUZANNE M. ROYER and LYNNE A. ROYER. (d) Should either of my two daughters die before final distribution of the assets of said Trust, but be survived by then living issue, the Trustee shall quarterly pay the net income from said Trust to or for the benefit of said issue, per stirpes, living at each time of quarterly distribution; as soon as any one of said issue attains the age of twenty-one (21) years, and in no event later than twenty (20) years following the death of my child, the Trustee shall pay over all of the then assets in the Trust to the living issue of such deceased child, per stirpes. Should one of my daughters die before final distribution and not be survived by then living issue, the provisions of Subparagraph (e) herein shall apply. (e) If, at any time before final distribution of the assets of any Trust established for my children or issue of deceased children, there are no living beneficiaries of said Trust, the Trust shall terminate, and its assets shall be added to the other then existing Trusts created herein for the benefit of my children or their issue in the same proportions in which the Trusts were originally funded pursuant to the provisions of Subparagraph (c); provided, that if any of said Trusts herein created has previously been terminated by payment of its principal to its beneficiaries, said beneficiaries who received payment of the principal of the Trust shall collectively be considered an "Existent Trust" for the purpose of this paragraph, and one (1) share shall be paid directly to such beneficiaries in the same proportion by which they received the principal of the Trust, or, if any such Page 2 beneficiary is deceased, the share of said deceased beneficiary shall be paid to his issue, per stirpes. (f) In the event I am not survived by any issue, or in the event there are no issue of mine surviving upon the termination of any Trust, the principal shall be divided into three (3) equal parts to be distributed as follows: i. One (1) part shall be distributed to the following charities: (a) Twenty-five (25%) percent to the PRESBYTERIAN SENIOR LIVING , Dillsburg, Pennsylvania; (b) Twenty-five (25%) percent of said part to the CAMP HILL PRESBYTERIAN CHURCH Endowment Fund; (c) Twenty-five (25%) percent of said part to KEUKA COLLEGE, Keuka Park, New York 14478; (d) Twenty-five (25%) percent of said part to LEHIGH UNIVERSITY, Bethlehem, Pennsylvania 18964; ii. One (1) part shall be paid to the then living issues of my deceased my sister-in-law, MARILYN D. CONLIN, per stirpes; iii. One (1) part shall be paid to my brother, GEORGE HOWARD ROYER, of Los Gatos, California; provided that if my said brother is not then living, said share shall be paid to his then living issue, per stirpes. (g) Notwithstanding anything herein, to the contrary, any gift or beneficial interest herein for LYNNE A. ROYER, my daughter, shall be held, administered and distributed as a separate trust pursuant to the terms set forth in Trust for LYNNE A. ROYER, bel Page 3 i. Discretionary Payments by Family Trustee. At any time or times during the trust term, the family trustee may pay to or apply for the benefit of LYNNE A. ROYER as much, or all, of the net income and principal of the trust as the trustee deems proper for LYNNE A. ROYER's health, education, support, and maintenance. ii. Discretionary Payments by Independent Trustee. At any time or times during the trust term, the Independent Trustee, in his or her absolute discretion, shall have the power, to apply for the benefit of, or distribute to LYNNE A. ROYER and/or descendants of LYNNE A. ROPER who are then living, so much of the income or principal, or both, of the trust estate as such Trustee deems appropriate for such beneficiaries' benefit, care, comfort, enjoyment, or for any other purposes. iii. Sprinkling Powers. LYNNE A. ROYER shall have the discretionary power during her lifetime to direct the Trustee to pay over and distribute trust principal from this trust to or for the benefit of one or more of the group consisting of LYNNE A. ROYER's spouse, descendants and the spouses of the descendants, and any charitable organization, and on such terms and conditions, either outright or in trust, and in such proportions as LYNNE A. ROYER shall appoint by a writing delivered to the Trustee specifically referring to and exercising this power of appointment. iv. Family Trustee. LYNNE A. ROYER shall act as the family trustee of the Trust for LYNNE A. ROYER with sole and full .authority under the terms of this instrument. She shall also be authorized to appoint and remove successor family trustees or family cotrustees with regard to this particular Trust. In the event that LYNNE A. ROYER is unable or unwilling to serve as trustee, and she has failed to appoint a successor trustee, then SUZANNE M. ROYER shall serve. If SUZANNE M. Page 4 ROYER is unable or unwilling to serve as trustee, then MERRILL LYNCH TRUST COMPANY OF AMERICA shall serve as successor trustee. V. Independent Trustee. Upon the death of me, an individual or entity shall be appointed by LYNNE A. ROYER as the independent trustee to act on behalf of this Trust. Independent means a person or entity who is not LYNNE A. ROYER nor related to LYNNE A. ROYER in any of the following classifications: spouse, ancestor or descendant, sibling, an employee of LYNNE A. ROYER nor of any corporation, firm or partnership in which LYNNE A. ROYER is an executive or has stock or other holdings which are significant from the viewpoint of control. I intend for these limitations to meet the requirements of an Independent Trustee under the Internal Revenue Code Section. vi. Termination of Trust. The trust shall terminate on LYNNE A. ROYER's death or in the sole and absolute discretion of the Independent Trustee, whichever occurs first. vii. Distribution on Death of LYNNE A. ROYER. Limited Power of Appointment. Upon the death of LYNNE A. ROYER, the Trustee shall distribute the balance of this trust, including both principal and accrued or undistributed income, to such one or more persons or entities other than LYNNE A. ROYER, her estate, her creditors, or the creditors of her estate, and on such terms and conditions, either outright or in trust, and in such proportions as LYNNE A. ROYER shall appoint by Will or Codicil specifically 'referring to and exercising this power of appointment. viii. Distribution on Death of LYNNE A. ROPER. Default. In the event that LYNNE A. ROYER has not exercised the limited power of appointment above, then upon the death of LYNNE A. ROYER, the trustee shall distribute the remaining trust property to the then-living descendants of LYNNE A. ROYER, per stirpes. However, if an individual descend nt as Page 5 not reached the age of thirty-six years (36) at the death of LYNNE A. ROYER, that descendant's share shall be held, administered, and distributed by the trustee in a separate trust for that descendant according to the terms set forth in Subsection (h) of ITEM V below. ix. "Conduit Distributions". From Stretch-Out Retirement Plans, Notwithstanding anything herein to the contrary, to the extent the Trustee receives distributions from any Stretch-Out Retirement Plan as to which LYNNE A. ROYER is the Stretch-Out Beneficiary (these terms are defined in ITEM V(g)(xi) below), the Trustee shall distribute to or apply for the benefit of LYNNE A. ROYER all of said distributions (net of expenses, and net of income, estate, inheritance, generation-skipping transfer tax, or any other tax, to the extent said expenses and taxes are chargeable to or otherwise payable by the Trustee with respect to said amounts received or the balance remaining in Stretch-Out Retirement Plans), for as long as LYNNE A. ROYER shall live or until the earlier termination of her trust. If LYNNE A. ROYER is the sole Trustee of her trust, the Trustee shall not withdraw amounts from a Stretch-Out Retirement Plan in excess of those amounts reasonably necessary to: (i) comply with the Minimum Distribution Rules; (ii) provide for the Beneficiary's health, education, support and maintenance in her accustomed manner of living; (iii) comply with the legal obligation to pay income, estate, inheritance, generation-skipping transfer tax, or other taxes specifically chargeable or otherwise payable by the Trustee with respect to amounts received from or the balance remaining in Stretch-Out Retirement Plans; and (iv) provide for payment of trust expenses reasonably allocable to amounts received from or the balance remaining in Stretch-Out Retirement Plans. X. Final Disposition. If the trust property is not completely disposed of by the preceding provisions, the undisposed-of portion shall be Page 6 distributed to SUZANNE M. ROYER, my daughter, pursuant the terms set forth under ITEM V(c) above. xi. Definition of Stretch-Out Retirement Plan and Stretch- Out Beneficiary. The term "Stretch-Out Retirement Plan" refers, with respect to a trust hereunder, to any interest in a Qualified Retirement Plan as to which the Trustee of said trust is permitted under the governing plan provisions to take distributions in the form of minimum distributions "stretched-out" over the life expectancy of a "designated beneficiary" (within the meaning of the Minimum Distribution Rules), assuming said trust otherwise qualifies to do so under the Minimum Distribution Rules. The term "Stretch-Out Beneficiary" refers to the beneficiary of said trust whose life expectancy is used in determining the "stretched out" distributions (or whose life expectancy would have bee used if said trust qualified for "separate share" treatment under the Minimum Distribution Rules). Thus, by way of example and not limitation, a Qualified Retirement Plan is not a Stretch-Out Retirement Plan if it must be distributed in the form of a lump sum. (h) Separate Share Trusts for Descendants. Notwithstanding anything to the contrary herein, each separate share trust for a descendant of LYNNE A. ROYER ("Beneficiary") shall commence upon the first receipt of property by the Trustee. Such property and any subsequent additions of property shall constitute the trust estate, which shall be held, administered and distributed as a separate share trust as follows: i. Distribution of Income and Principal. In General. The Trustee shall distribute, from time to time, to or for the benefit of the Page 7 Beneficiary so much of the net income and principal of assets (other than Stretch-Out Retirement Plan assets) held in such Beneficiary's trust as in the reasonable discretion of the Trustee may be required for the health, education, support, and maintenance of such Beneficiary, taking into account the Beneficiary's other resources, including distributions made or anticipated under ITEM V(h)(ii) below. ii. "Conduit Distributions" From Stretch-Out Retirement Plans. Notwithstanding anything herein to the contrary, to the extent the Trustee receives distributions from any Stretch-Out Retirement Plan as to which the Beneficiary is the Stretch-Out Beneficiary (these terms are defined in ITEM V(g)(xi) above), the Trustee shall distribute to or apply for the benefit of the Beneficiary all of said distributions (net of expenses, and net of income, estate, inheritance, generation-skipping transfer tax, or any other tax, to the extent said expenses and taxes are chargeable to or otherwise payable by the Trustee with respect to said amounts received or the balance remaining in Stretch-Out Retirement Plans), for as long as the Beneficiary shall live or until the earlier termination of his or her trust. If the Beneficiary is the sole Trustee of his or her trust, the Trustee shall not • withdraw amounts from a Stretch-Out Retirement Plan in excess of those amounts reasonably necessary to: (i) comply with the Minimum Distribution Rules; (ii) provide for the Beneficiary's health, education, support and maintenance in his or her accustomed manner of living; (iii) comply with the legal obligation to pay income, estate, inheritance, generation-skipping transfer tax, or other taxes specifically chargeable or otherwise payable by the Trustee with respect to amounts received from or the balance remaining in Stretch-Out Retirement Plans; and (iv) provide for payment of trust expenses reasonably allocable to amounts received from or the balance remaining in Stretch-Out Retirement Plans Page 8 iii. Distribution in Three Stages When Beneficiary Living. When the Beneficiary reaches the age of 21 years, the trustee shall distribute to the Beneficiary ten percent (10%) of the principal of the Separate Share Trust. When the Beneficiary reaches the age of 26 years, the trustee shall distribute to the Beneficiary twenty-two percent (22%) of the remaining principal of the Separate Share Trust. When the Beneficiary reaches the age of 31 years, the trustee shall distribute to the Beneficiary forty-three percent (43%) of the remaining principal of the Separate Share Trust. When the Beneficiary reaches the age of 36 years, the trustee shall distribute the remaining trust property (including all income then accrued but uncollected and all net income then remaining, in the hands of the trustee) to the Beneficiary outright. If the Beneficiary has already reached the age of 21 years, 20 years, or 31 years when the Beneficiary's share is first allocated to the Separate Share Trust under this instrument, then on making the allocation, the trustee shall distribute to the Beneficiary ten percent (10%), plus twenty-two percent (22%) of the rest, plus forty-three percent (43%) of the rest, as the case may be, of the Beneficiary's share of the principal of the trust, and the balance shall be retained in trust for the Beneficiary pursuant to the applicable provisions of this section. iv. Termination. A Beneficiary's trust shall terminate when he or she attains thirty-six (36) years of age, and at such time, the Trustee shall distribute the remaining assets of a Beneficiary's trust outright to him or her. For purpose of this paragraph, when the Trustee is directed to "distribute" an interest in any IRA or Roth IRA account, the Trustee is to arrange for the transfer of said interest from the trust to the Beneficiary so that the Beneficiary holds the various powers over such IRA or Roth IRA (e.g., to direct investments and withdrawals) that would otherwise be held by the Trustee, without necessarily causing a distribution of funds out of the IRA or Roth IRA account. Page 9 V. Death Before Complete Distribution. Upon the death of a Beneficiary, the Trustee shall distribute said Beneficiary's trust (including such items of property as may pass generally to said trust by reason of said Beneficiary's death) as follows, the Trustee shall divide the balance of the trust into shares on the principle of representation for the then living members of the class of descendants identified earliest below with at least one class member then living: (a) First, the deceased Beneficiary's descendants, (b) Second, if applicable, the descendants of the deceased Beneficiary's closest ancestor who was a descendant of the LYNNE A. ROYER. Each share so established for a descendant shall be distributed to him or her outright and free of trust if he or she has then attained thirty- six (36) years of age; Each share so established for a descendant who has not attained thirty-six (36) years of age shall either be added to the trust then held hereunder for him or her or, if no trust exists for him or her, shall constitute a trust to be held and distributed for him or her as provided in this paragraph (each descendant shall be referred to as the "Beneficiary" of his or her trust). If none of the descendants described above are then living, the Trustee shall instead distribute said unappointed balance to SUZANNE M. ROYER, my daughter, pursuant the terms set forth under ITEM V(h)(iii) above. ITEM II: ITEM XI of my Living Will and Testament is to read as follows: ITEM XI: I hereby constitute and appoint my wife, XENIA B. ROYER, to be my Executrix (hereinafter referred to as "Executor"), in the event of her death, inability, or refusal to serve as Executor and Trustee appoint, Page 10 my daughters, SUZANNE M. ROYER and LYNNE A. ROYER or the survivor of them, to be my successor Executors and Trustees. Upon the death of my daughter, LYNNE A. ROYER or her inability or refusal to serve as Co-Trustee, my wife, XENIA B. ROYER shall have the power to appoint a successor Co-Trustee by written instrument delivered to such successor Co-Trustee. My Executor and Trustee is relieved from the duty or obligation of filing any bond or other security. In all other respects I confirm and ratify my aforesaid Last Will and Testament. NESS WHEREOF, I have hereunto set my hand and seal this day of 2012. William Royer Page 1 I We, the undersigned, hereby certify that the foregoing Codicil was signed, sealed, published and declared by the above-named Testator as and for a Codicil to his Last Will and Testament and prior Codicils, in the presence of each of us, who, at his request and in his presence and in the presence of each other, have hereunto set our hands and seals the day and year first above written, and we certify that at the time of execution thereof, the said Testator was of sound and disposing mind and memory. " " ^ `—` (SEAL) Residing at 0 A4—ASEAL) Residing at /d / Aft-- t�1-1?�� I (SEAL) Residing at "T AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA ) } SS: COUNTY OF DAUPHHIN. ) We, t5 �-[t5 t ( A- ;;ty�1 i�"an�— — �in and z. 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, J. WILLIAM ROYER, sign and execute the instrument as a Codicil to his Last Will and Testament; that Testator signed willingly and that he executed said Codicil as his free and voluntary act for the purposes therein expressed; that each of us in the hearing and sight of the Testator signed the Codicil as Witnesses; and that to the best of our knowledge the Testator was at that time eighteen (18) or more years of age, of sound mind and under no constraint or undue influence. c-- w itness Witness itn Sworn to and subscribed before me this ItLday of N(WiCic 2012. Notary Public NOTARIAL SEAL JESSICA R PORTER My Commission Expires: 012` 12 5 DAUPHIN Notary HARRISBURG CITY,DAUPHIN COUNTY MY Commission Expires Jun 29,2015 (SEAL) sosa52vi AACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ) ) SS: COUNTY OF DAUPHIN ) I, J. WILLIAM ROYER, 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 Codicil to my Last Will and Testament; that I signed it willingly; and that I signed it as my free and voluntary act for the purposes therein expressed. J. William Royer Sworn to and subscribed before me this (Pi" day of ecev✓f," 2012. Notary Public My Commission Expires: (P�Zgl2ol (SEAL) NOTARIAL SEAL JESSICA R PORTER Notary Public HARRISBURG CITY,DAUPHIN COUNTY My Commission Expires Jun 29.2015