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HomeMy WebLinkAbout12-31-14 x :l C? C-3 rT1 'D Q :70 r W LAST WILL AND TESTAMENT = � � `n OF a ' CD rn BETTY J.ADRIAN I, BETTY J. ADRIAN, of Upper Allen Township, Cumberland County, Pennsylvania, do make, publish and declare this as and for my Last Will and Testament, hereby expressly revoking all wills and codicils made by me heretofore,and dispose of my estate as follows: ITEM 1: I direct the payment of my legally enforceable debts and funeral expenses,including a suitable and proper grave marker,as soon as conveniently can be done following my decease. ITEM 2: 1 direct that all State and Federal Transfer Inheritance Tax, Estate Tax, Succession Tax or any other taxes, of any kind whatsoever, including any interest, assessments or penalties thereon,that may become due and payable by virtue of my death, or by virtue of the passing of any property either under my Last Will and Testament,or in any other manner, shall be paid by my estate,just as if such taxes were my debts,and no beneficiary shall be required to pay or refund any part thereof. Taxes on future interests may be prepaid. ITEM 3: I give and bequeath all of my articles of household use in my home and my tangible personal property equally unto my children, GAIL F. LOCKHART, BARBARA ADRIAN,LAWRENCE J. ADRIAN, JR.,DEBORAH A. BURD, and PAUL M.ADRIAN, subject to my specifically bequeathing any such items unto any other beneficiaries in accordance with the Memorandum, if any,attached to this,my Last Will and Testament. If such property cannot be selected by agreement of the parties involved, my Executor may divide the same among those involved.Any remaining undivided and undistributed articles of household use shall pass into the residue of my estate. ITEM 4: 1 give, devise and bequeath all of the rest, residue and remainder of my estate, of whatsoever nature and wheresoever situate, equally unto my children, GAIL F. LOCKHART, BARBARA ADRIAN, LAWRENCE J. ADRIAN, JR., DEBORAH A. BURR, and PAUL M. ADRIAN. The share of any thereof deceased at my death with issue surviving shall pass by representation to such issue surviving. The share of any thereof deceased at my death without issue surviving shall lapse in favor of the other, if surviving, or if the other is not surviving but leaves issue surviving, unto such surviving issue, per stirpes. I further direct that any share distributable as a result of my death to PAUL M. ADRIAN, shall instead be given unto the Trustee appointed in Item 11, below,to be held in trust and administered and distributed as follows: A. Special Needs. For purposes of this Trust, "Special Needs" refers to the non-support requisites for maintaining the health, safety, and welfare of my son, PAUL M. ADRIAN, when, in the discretion of Trustee, such non-support requisites are not being provided by any public agency, office, or department of any local, state, or the federal government. B. Purpose. Trustee shall hold, manage, administer, and distribute the principal and income of the Trust for the exclusive benefit of my son, PAUL M. ADRIAN, during his lifetime. My intent and the purpose of this Trust is to supplement and not to supplant the benefits and services that my son, PAUL M. ADRIAN, may from time to time, be eligible to receive from various governmental and public assistance programs by reason of age, disability, or other factors. This Trust is not for the primary support of my son, PAUL M. ADRIAN, nor is it my intention to displace public or private financial assistance that may otherwise be available to him. Trustee shall consider such benefits and services prior to making a discretionary distribution from the Trust,and under no circumstances shall my son,PAUL M. ADRIAN, be considered to be the owner of or have access to the principal and income of the Trust. Trustee's actions shall be directed toward carrying out this intent, and the discretion granted to Trustee under this agreement to carry out this intent is absolute. In carrying out my intent, the following shall be instructive but in no way impair or limit the Trustee's discretionary authority: 1. Background. This Special Needs Trust contains instructions for providing for the Special Needs of my son, PAUL M. ADRIAN. All actions of Trustee, including those with respect to distributions from this Trust, shall be in Trustee's sole and absolute discretion; the information herein is provided merely as guidance in exercising that discretion in the best interest of my son, PAUL M. ADRIAN. All parties to this Trust should be mindful of my desire for my 2 son, PAUL M. ADRIAN, to live as productively and as happily as possible, consistent with the reasonable protection of his health and welfare. Although it is expected that my son, PAUL M. ADRIAN, will always require support and assistance with basic living needs, my primary objective is for my son, PAUL M. ADRIAN, to experience a high level of health and emotional well-being, and to support him in his efforts to remain as independent as possible. 2. Social Needs. It is important that my son, PAUL M. ADRIAN, not be isolated and that he is supported in his efforts to build a fulfilling life that includes meaningful social activities, social contacts, leisure, recreation, and travel experiences. My intention is for Trustee to support the participation of my son, PAUL M. ADRIAN, in social activities of all types (cultural, recreational, sports, etc.). 3. Family Activities. Maintaining contact with my family is of the highest priority. I encourage distributions from the Trust to facilitate regular visits with the family of my son, PAUL M. ADRIAN. I also support distributions from the Trust so that my son, PAUL M. ADRIAN,may participate in family reunions,vacations, or other family events. 4. Memorandum of Intent. The foregoing subparagraphs are meant to give guidance to Trustee to fulfill the objectives of this Trust. I direct Trustee to consider any Memorandum of Intent that I may sign to further clarify my wishes of how Trustee shall exercise any discretionary distributions of funds or resources of this Trust. C. Special Needs the Trustee Shall Consider. My son, PAUL M. ADRIAN, may have Special Needs relating to medical and dental care, attendant care support services, supplemental health care, therapeutic care that governmental assistance programs may not provide, and other non-support requisites, his access to which is important for his health and well-being. When making distributions, Trustee is directed to consider but not be limited by the following examples of Special Needs: 1. Medical Needs. My son, PAUL M. ADRIAN, may have basic needs such as medical and dental care, diagnostic work and treatment, psychological and psychiatric support services, attendant support services, supplemental health care, plastic surgery, and other care that 3 public benefit assistance programs may not provide or for which public funding is not available. Special Needs shall include, but not be limited to, occupational therapy, physical therapy, and speech therapy not covered by public benefits, medical and dental expenses, supplemental nursing care and rehabilitative services, appropriate care that assistance programs may not otherwise provide, annual independent checkups, equipment, programs of training, education, treatment and rehabilitation, eye glasses, essential supplementary dietary needs, and medical procedures that are desirable in the discretion of Trustee, even though they may not be necessary or life saving. Special Needs shall also include regular medical checkups and general preventive healthcare, including annual vision and dental checks. I desire for my son, PAUL M. ADRIAN, to be periodically evaluated by medical professionals to ensure that he maintains the best possible health and well-being. Trustee has complete discretion to authorize expenditures not covered by public benefits that relate to identifying, diagnosing, and treating any condition he may develop, so that he can maintain optimal overall functioning and to minimize hospitalization whenever possible. 2. Residential Needs. Trustee should consider distributions for such things as residential expenses beyond basic rent costs, including private residential care, furnishings, utilities (other than gas, electricity, and water), Internet and computer expenses, telephone and television service, insurance, and differentials in cost between housing and shelter for shared and private rooms in institutional settings. Trustee may invest trust assets for the purchase of a primary residence or the maintenance of an existing primary residence. Trustee shall have the discretion to allow my son, PAUL M. ADRIAN, to reside in any residence purchased or held by the Trust without payment of rent. 3. Social Needs. Trustee should consider distributions for such things as transportation (including vehicle purchase, maintenance, and insurance); assistive technology; electronic equipment and expenses;travel and vacation expenses; companions for travel and other expenses related to leisure, entertainment, recreation, and cultural enrichment; personal care, 4 exercise classes or equipment, and membership fees for clubs and associations. Special Needs may also include clothing, computer equipment, audio-visual equipment (e.g., radios, compact disc and digital video disc players and media, and television sets), camping, vacations, athletic contests, movies,travel, money with which to purchase appropriate gifts for relatives and friends, payments for a companion or attendant, and other items to enhance the self-esteem or situation of my son, PAUL M.ADRIAN. 4. Education and Vocational Training. Special Needs shall include, but not be limited to, programs of education, vocational training, and other services not provided by public benefits or local, state, or federal governmental agencies. D. Distributions of Income and Principal. Trustee shall be responsible for determining what discretionary distributions shall be made from this Trust. Trustee shall provide for the benefit of my son, PAUL M. ADRIAN, that amount of net income which will not cause my son, PAUL M. ADRIAN,to be ineligible for governmental financial assistance and benefits, in the event my son, PAUL M. ADRIAN, is receiving such benefits. Any undistributed income shall be added to principal. Trustee may distribute discretionary amounts of principal to or for the benefit of my son, PAUL M. ADRIAN, for those Special Needs not otherwise provided by governmental financial assistance and benefits, or by the providers of services. E. Limitations on Distributions. The following limitations shall apply to each distribution made from this Trust. 1. Special Needs. No distribution shall be made hereunder except for Special Needs, and Trustee shall have the sole, absolute, and unfettered discretion to make or refuse to make distributions of principal and income from this Trust for Special Needs. 2. Effect on Public Benefits. Under no circumstances shall the Trust be used to supplant or replace public assistance benefits or services of any local, state, or federal agency that provides benefits or services for which my son, PAUL M. ADRIAN, is eligible. In addition, in making distributions for the Special Needs of my son, PAUL M. ADRIAN, Trustee shall take 5 into consideration the applicable income and resource limitations of any public assistance programs that affect the eligibility of my son, PAUL M. ADRIAN, in such program. Any distribution to or for the benefit of my son, PAUL M. ADRIAN, shall be limited so that my son, PAUL M. ADRIAN, is not disqualified from receiving public benefits to which she is otherwise entitled. Trustee shall resist any request for payments from this Trust for benefits and services that a public or private agency is obligated to provide for my son, PAUL M. ADRIAN,and under no circumstances shall any amount be paid to or used to reimburse any local, state, or federal government agency for any purpose, including for the care, support, and maintenance of my son, PAUL M. ADRIAN. 3. Trust Property Not an Available Resource. The Trust shall not be considered to be available to my son, PAUL M. ADRIAN, for purposes of determining his eligibility for any public benefits. 4. Request for Distribution in General. If Trustee is requested to release principal or income of the Trust to or on behalf of my son, PAUL M. ADRIAN, to pay for equipment, medication, or services that a government agency is authorized to provide, or if Trustee is requested to petition the court or any other administrative agency for the release of principal or income for such purpose, Trustee is, in Trustee's sole and absolute discretion, authorized to deny such request and authorized to take whatever administrative or judicial steps may be necessary to continue the eligibility of my son, PAUL M. ADRIAN, for public benefits, including obtaining legal advice about her specific entitlement to public benefits and obtaining instructions from a court of competent jurisdiction ruling that the Trust is not available to my son, PAUL M. ADRIAN, for eligibility purposes. In this regard, any expenses incurred by Trustee, including reasonable attorney fees, shall be a proper charge to the Trust. 5. Request for Distribution—Medicaid. Trustee shall deny any request to (i) make a distribution from the Trust to or on behalf of my son, PAUL M. ADRIAN, to pay for equipment, medication, or services that Medicaid could provide if this Trust did not exist; or (ii) petition a 6 court or an administrative agency for a distribution from the Trust Property for this purpose. Trustee may, in Trustee's discretion, take necessary administrative or legal steps to protect the Medicaid eligibility of my son, PAUL M. ADRIAN, including obtaining a ruling from a court of competent jurisdiction that the Trust is not available to my son, PAUL M. ADRIAN, for purposes of determining Medicaid eligibility. If Trustee has denied such a request, Trustee may lend funds to my son, PAUL M. ADRIAN, to pay for the equipment, medication, or services that Trustee believes Medicaid would provide if not for the existence of this Trust, and may take an assignment of the claim of my son, PAUL M. ADRIAN, against Medicaid as partial security for such loan. In this regard, any expenses incurred by Trustee, including reasonable attorney fees, shall be a proper charge to the Trust. 6. Manner of Distributions. The following provisions are meant only as guidance: If my son, PAUL M. ADRIAN, is receiving Supplemental Security Income, Medicaid benefits, or benefits through a similar program that has income or resource limitations, then (i) Trustee shall not distribute cash directly to my son, PAUL M. ADRIAN; (ii) Trustee shall not reimburse my son, PAUL M. ADRIAN, directly for any purchase she makes; (iii) Trustee may pay directly for services, provided my son, PAUL M. ADRIAN, does not receive any assets as a result of such expenditure that can be converted to cash; and (iv) Trustee may distribute a gift certificate directly to my son, PAUL M. ADRIAN, if it is nontransferable, nonrefundable, and cannot be converted to cash. Before making any distribution, Trustee may seek the advice of an attorney who has experience in such matters. F. Binding Authority. Trustee's discretion in making non-support distributions as provided for in this Trust is final as to all interested parties, including any state or governmental agency or agencies, even if Trustee elects to make no distributions at all. The sole and independent judgment of Trustee, rather than the determination of all interested parties, is intended to be the criterion by which distributions are made. Neither a court nor any person shall substitute judgment for a discretionary decision made by Trustee. 7 G. Additional Benefits. Because my son, PAUL M. ADRIAN, is or may become dependent upon the support and aid of others, Trustee shall, in the exercise of Trustee's discretion,judgment, and fiduciary duty, seek support and maintenance for my son, PAUL M. ADRIAN, from all available public resources including, but not limited to, Social Security Administration Benefits, Supplemental Security Income ("SSI"), U.S. Civil Service Commission Benefits, Medicaid, Federal Social Security Disability Insurance ("SSDI"), and any other comparable programs, whether local, state, or federal. If necessary, Trustee may seek appropriate authority to collect, expend, and separately account for all governmental assistance benefits, but shall not commingle them with the assets of the Trust. If Trustee is not be familiar with the federal, state, and local agencies that have been created to financially assist disabled persons, Trustee should seek assistance in identifying public and private programs that are or may be available to my son,PAUL M. ADRIAN. H. Anticipation. Prior to actual receipt by my son, PAUL M. ADRIAN, no interest in principal or income of this Trust shall be anticipated, assigned, encumbered, or subject to any claims or legal process of voluntary or involuntary creditors, including for the provision of residential care and services by any public entity, office, department, or agency of any local, state, or the federal government. Further, my son, PAUL M. ADRIAN, is specifically prohibited from any right to receive, demand, secure, give, assign, transfer, mortgage, borrow against, or appoint by will, trust, or otherwise any principal or income of this Trust. I. Discretionary Distributions. If a court or an authority of competent jurisdiction determines that this Trust renders my son, PAUL M. ADRIAN, ineligible to receive public assistance benefits or services, then Trustee is authorized, in Trustee's sole and absolute discretion, to purchase assets or services that are considered "exempt assets" for purposes of determining eligibility for those benefits and distribute those assets to my son, PAUL M. ADRIAN. In determining whether the existence of this Trust has the effect of rendering my son, PAUL M. ADRIAN, ineligible to receive governmental assistance benefits, Trustee is hereby granted full and complete discretion to initiate administrative or judicial proceedings for the purposes of determining eligibility. Trustee shall be mindful that a primary 8 purpose of this Trust is management of assets for the benefit of my son, PAUL M. ADRIAN, and ineligibility for public benefits alone should not cause this Trust to be terminated. J. Early Termination of Trust. If Trustee, in Trustee's sole discretion, determines that, notwithstanding the terms and provisions of this Trust, the principal and income of the Trust is subject to garnishment, attachment, execution, or bankruptcy proceedings by a creditor of my son, PAUL M. ADRIAN, or by local, state, or the federal government or any agency or subdivision thereof,then Trustee shall terminate this Trust and shall distribute all remaining Trust Property outright and free of trust to my son, PAUL M. ADRIAN, or his legal guardian. All costs related thereto, including reasonable attorney's fees, shall be a proper charge to this Trust. K. Distribution of Remainder. Upon the death of my son, .PAUL M. ADRIAN, or in the event my son, PAUL M. ADRIAN,fails to survive me, Trustee shall divide the balance then remaining in the trust and distribute it equally unto my remaining children, GAIL F. LOCKHART, BARBARA ADRIAN, LAWRENCE J. ADRIAN, JR., and DEBORAH A. BURR, or the survivor among them. The share of any thereof deceased at my death with issue surviving shall pass by representation to such issue surviving. The share of any thereof deceased at my death without issue surviving shall lapse in favor of the other, if surviving, or if the other is not surviving but leaves issue surviving, unto such surviving issue,per stirpes. ITEM 5: 1 further direct, anything hereinbefore to the contrary notwithstanding, in the event any of the distribution of my estate(except as provided in Items 3)be to a beneficiary while he or she is still under the age of twenty-five (25) years, that the distribution of the share of each such beneficiary be instead to the Trustee appointed in Item 11 below, in trust,to be held by my Trustee as my Trustee in a separate and distinct trust for each such beneficiary for the following purposes: A. My Trustee shall accumulate the net income earned on each trust and shall add the same to the corpus until the beneficiary of said trust has reached the age of twenty-one(21)years.Thereafter, my Trustee shall distribute the net income earned on each trust to the beneficiary of that trust in regular installments,and at least quarter-annually. 9 B. In the sole and uncontrolled discretion of my Trustee, my Trustee may utilize both the income and/or principal of each trust for the health,maintenance,education and support of the beneficiary of that trust. It is my desire, but not my direction,that my Trustee encourage any and all of the beneficiaries of the trusts created by this Will to further their education along those lines which interest each beneficiary, and provide for higher education (college, professional, technical or any other forms of higher education) of any or all of my beneficiaries, up to the extent or limit of principal and income of the trust of which he or she is a beneficiary. C. My Trustee may pay over from time to time such of the principal of the beneficiary's trust as he or she may request in writing, provided the intended use is for a purpose which the Trustee believes will promote his or her welfare, such as the downpayment for the purchase of a home or establishing a business or profession. D. My Trustee may pay the reasonable burial expenses, including a suitable and proper grave marker, for the beneficiary of any trust which has not been terminated by previous distribution, and if my Trustee, in the exercise of her sole discretion, chooses to pay the same, she shall charge the expense thereof against the trust of that beneficiary. E. The beneficiary of each such trust shall have the right to withdraw in one or more installments the balance of his or her trust after attaining the age of twenty-five(25)years. F. In the event any beneficiary or beneficiaries subject to the provisions of this Item dies prior to having received full distribution of his or her trust, leaving issue surviving, my Trustee shall divide the balance then remaining in the deceased beneficiary's trust into as many equal shares as the deceased beneficiary leaves issue surviving and shall hold each portion, so divided, in a separate and distinct trust for each such issue under the same terms and conditions as my Trustee held the trust of the deceased beneficiary which was divided pursuant to this provision. G. In the event any beneficiary or beneficiaries subject to the provisions of this Item dies prior to having received full distribution of his or her trust, without leaving issue surviving, the balance of his or her trust shall go first to the surviving brothers and sisters of said beneficiary and the surviving issue 10 of any deceased brothers or sisters of said beneficiary, per stirpes; and in the event said beneficiary leaves none of the aforesaid surviving, second, to my then-living children and to the then living issue of any of my deceased children,per stirpes,provided,however,that any share distributable to my son,PAUL M.ADRIAN shall be held in trust pursuant to ITEM 4 above. The share of the recipient shall be added to the trust already existing for said recipient and shall be administered and/or distributed in accordance with its terms,providing, however, that if such trust has already been terminated by prior distribution, then said shares shall be distributed outright to such recipients. And if no trust already exists for any such recipient who is under the age of twenty-one(21)years,the share of such recipient shall be held in trust,administered and distributed by the Trustee herein named and in the manner herein provided for beneficiaries of trusts. H. And in the event there are no beneficiaries who qualify under the provisions of the previous paragraph by representation or otherwise, then all balances remaining shall be distributed in accordance with the provisions of ITEM 4 above. ITEM 6: In the administration of my estate and the trusts herein created, my Executor and Trustee shall have the following powers without leave of Court in addition to, but not in limitation of, the powers granted by law to the Executors and Trustees of estates and trusts, which powers shall continue after the termination of my estate and the trust or trusts provided for herein until actual distribution of the assets: A. To be guided by the Prudent Investor Rule and not by any other statutory or judicial rules as to the handling of estate assets and trust assets, said investment authority to include the right to invest in any Discretionary or Legal Common Trust Fund that may be administered and managed by a Corporate Executor or Corporate Trustee. B. To receive in the estate and to receive and retain in the trusts any assets, real or personal, which I may be entitled at the time of my death, which my Executor or Trustee may deem for the best interest of the estate or trusts without being required to convert said assets. C. To sell or buy real estate without Court order at public or private sale; to make, execute and deliver or receive good and sufficient deeds of conveyance and give or receive good title therefore; to reinvest the proceeds as if they had originated in personal property; to mortgage or encumber 11 any real estate held in trust, or comprising part of my estate, borrowing the necessary funds from itself or from any other source; to improve any property or otherwise expend principal funds for the upkeep and welfare of any properties; to release, vacate and abandon the same; to grant and acquire licenses and easements with respect thereto; to make improvements to or upon the same; and in general to do all things necessary in the management of the properties as if it is the owner thereof, including the right to let property and to make leases for any term including beyond the terms of the trusts. The purchaser shall not be required to see to the proper application of proceeds but may pay the same over to the Executor or Trustees selling the same. D. To make distribution hereunder in cash or of property and securities in kind at fair market value at the time of such distribution and in such a manner as to be fair, equitable and just to all concerned. E. In Executor's and/or Trustee's sole discretion,Executor and/or Trustee may continue to operate any business or businesses which I may own or in which I may have an interest, whether as sole owner or as partner or as shareholder for such period or periods as Executor and/or Trustee, in Executor's and/or Trustee's sole discretion,may consider the same available, including the right to delegate discretionary powers to any manager or employee, without any responsibility or liability to my estate or trustee, my heirs, legatees, devisees or remaindermen for errors in judgment during the operation thereof by virtue of the authority granted Executor and/or Trustee under the provisions hereof. In the operation of said business or businesses, Executor and/or Trustee, in Executor's and/or Trustee's sole discretion, may continue to operate such business or businesses the same as I have done prior to my death or may expand or contract said business, including the right to merge said business with any other business or to incorporate said business, by itself or jointly with others, as Executor and/or Trustee may then find advisable, in Executor's and/or Trustee's sole discretion, under the then business conditions. This authorization is intended to be construed broadly so as not to hamper all business decisions in connection therewith, it being my intention to authorize Executor and/or Trustee to do and take whatever steps are necessary in the conduct of said business or businesses. 12 F. Income accrued on any property received by Trustee either at the inception of the trusts or as an addition thereto shall be treated as income and not as principal. Upon the death of any beneficiary of income any undistributed income in the hands of Trustee held for such beneficiary at the time of his or her death shall be paid to the person or persons for whose benefit the principal producing such income is continued in trust or to whom it is distributed under the ten-ns of this Will. G. To exercise any election or privilege given by the federal and other tax laws, including but not limited to,the consent on gift tax returns to have any gift made by my spouse considered as made in part by me for gift tax purposes, the payment of any portion of income or gift tax due under such returns,the exercise of a disclaimer that complies with the provisions of Section 251.8 of the Internal Revenue Code and Chapter 62 of the Pennsylvania Probate,Estates and Fiduciaries Code, the election of the alternate valuation for federal estate tax purposes,the election to claim deductions for federal estate tax or for federal income tax purposes, and the election of the method of payment of pension,profit-sharing,HR-10, individual retirement accounts, and any other similar benefits. In addition, my fiduciaries in their sole discretion, may make or not make equitable adjustment among the beneficiaries, without the consent of the beneficiaries, for the exercise or non-exercise of any election or privilege. ITEM 7: No assignment or order by any beneficiary by way of anticipation of any of the principal or income of the trusts herein created shall be valid; but the income and principal shall be paid directly to the beneficiaries entitled to receive it, and the income and principal shall not be subject to attachment, execution, levy, sequestration, hypothecation, garnishment or other process while in the hands of Trustee. ITEM 8: If for any reason a guardian over the estate of a beneficiary or beneficiaries is needed or required, my Trustee shall be the guardian of the estate of such beneficiary or beneficiaries, with the same rights,powers,privileges,duties and responsibilities as I have given them as Trustee. ITEM 9: For purposes of interpreting this,my Last Will and Testament: A. A disposition under this Last Will and Testament to the descendants of a person "per stirpes"shall be deemed to require a division into a sufficient number of equal shares to make one share 13 for each child of such person living at the time such disposition becomes effective and one share for each then deceased child of such person having one or more descendants then living, regardless of whether any child of such person is then living, with the same principle to be applied in any required further division of a share at a more remote generation. B. All references in my will to children and issue shall include those born or adopted, either before or after the date of my will. Adopted persons shall be considered as children of their adoptive parents,and they and their descendants shall be considered as issue of their adoptive parents,regardless of the date of the adoption. C. Wherever the context requires,the masculine gender shall include the feminine and neuter gender,and vice versa,and the singular shall include the plural,and vice versa. ITEM 10: 1 nominate, constitute and appoint my daughter, BARBARA ADRIAN and my daughter, GAIL F. LOCKHART,Co-Executors of this Will. If either Co-Executor is unable or unwilling to act or continue as Co-Executor, for any reason whatsoever and whether before or after my death, I nominate, constitute and appoint my son, LAWRENCE J. ADRIAN, JR., as alternate successor Co-Executor of this Will. ITEM 11: I appoint my daughter, BARBARA ADRIAN and my son, LAWRENCE J. ADRIAN,JR.,collectively as my Trustee,to serve as the Trustee of all trusts established under Item 5 above. Should either BARBARA ADRIAN or LAWRENCE J. ADRIAN, JR. be unable or unwilling to so act or to continue serving, I nominate, constitute and appoint my sister, DEBORAH A. BURR, to serve as successor Co-Trustee of all trusts established under Item 5 above. My individual Trustee shall have the authority to appoint a Corporate Trustee to serve as Co-Trustee with her or him, or alternatively, to serve as her or his successor. I appoint my daughter, BARBARA ADRIAN and my son, LAWRENCE J. ADRIAN, JR., collectively as my Trustee,to serve as the Trustee of all trusts established under Item 6 above. Should either BARBARA ADRIAN or LAWRENCE J. ADRIAN, JR. be unable or unwilling to so act or to continue serving, I nominate, constitute and appoint my sister, DEBORAH A. BURD, to serve as successor Co- 14 Trustee of all trusts established under Item 6 above. My individual Trustee shall have the authority to appoint a Corporate Trustee to serve as Co-Trustee with her or him, or alternatively,to serve as her or his successor. My individual Trustee may be reasonably compensated for his or her services, taking into consideration of his engagement of an investment advisor to provide investment advice to his or her for the management of the trust assets. Any corporate trustee shall be compensated in accordance with its schedule of fees in effect at the time such services are performed including applicable minimum fees without judicial authorization.Any such fees payable from income may be paid from current or accumulated income. Any individual trustee may be compensated for his or her services provided said compensation is reasonable. Any Trustee may resign from office without leave of court at any time for any reason by giving sixty (60)days advance written notice. Such resignation shall be duly acknowledged and delivered in person or by certified mail to the legal representatives of my estate or to the beneficiary of a trust established hereunder if my estate has been concluded. The individual trustee serving hereunder shall have the right to appoint a corporate trustee to serve as a co-trustee, if one has not already been appointed. Any corporate trustee may be removed by the individual trustee upon sixty(60)days prior written notice. ITEM 12: 1 direct that no fiduciary appointed in my Last Will and Testament shall be required to give or to enter into any bond or security in any jurisdiction,regardless of the state of their residency. 15 IN WITNESS WHEREOF,I have hereunto set my hand and seal this day of January,2012. C3, kNA BETTY J.A N Signed, sealed, published, acknowledged and declared by the above-named Testatrix, BETTY J. ADRIAN, as and for his Last Will and Testament, in the presence of us, who, at her request, in her presence and in the presence of each other,have hereunto subscribed our names as witnesses thereto. C::�L'W( _Cd 16 COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF DAUPHIN I, BETTY J. ADRIAN, Testatrix, who signed the foregoing instrument, having been duly qualified according to law,acknowledge that I signed and executed the instrument as my free and voluntary act for the purposes therein contained. Sworn to or affirmed and acknowledged before me by Qom. BETTY J.ADRIAN,the BETTY J. RIAN Testatrix,this day of January,2012. COMMONWEALTH OF PENNSYLVANIA Notarial Seal c„n Jeanne M.Barnhart,Notary Public City of Harrisburg,Dauphin County My Commission Expires June 7,2015 Notary Public COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF DAUPHIN We,the undersigned witnesses who signed the foregoing instrument, being duly qualified according to law, depose and say that we were present and saw Testatrix sign and execute the instrument as her Last Will and Testament; that she signed and executed it willingly as her free and voluntary act for the purposes therein expressed; that each of us in her sight and hearing signed the Will as witnesses; that Testatrix is known to each of us; and that to the best of our knowledge and observation the Testatrix was at that time of sound mind and under no constraint or undue influence. Sworn to or affirmed and �i)c)2 subscribed tbe ore e by �.� MO witnesses,this day of January,2012. ?-No�taPub�fic ��� COMMONWEALTH OF PENNSYLVANI:A;;; Notarial Seal., Jeanne M.Barnhart,Notary Public City of Harrisburg,Dauphin County My Commission Expires lune 7,2015 17