Loading...
HomeMy WebLinkAbout06-04-15 PETITION FOR GRANT OF LETTERS REGISTER OF WILLS OF euMl3�2t.�N� COUNTY, PENNSYLVANIA Petitioner(s) named below, who is/are 18 years of age or older, apply(ies) for Letters as specified below, and in support thereof aver(s) the following and respectfully request(S) the grant of Letters in the appropriate form: Decedent's Information � �r Z� Name: F-LEA�1-/OP- Z. f31 A^cK�eJ �fE, ►� File No: I�IC a/k/a:E--Ez-1«zo2F'F 6IAKe!- L V(r-/C4 (Assigned by Register) a/k/a:ELEANp/L l,314K.- ElGa2 a/k/a: Social Security No: Date of Death: M AU :3 � 20 I s Age at death: 192- Decedent ZDecedent was domiciled at death in ekM,&CALA,v� County, Affv �-+/AAf - (state)with his/her last principal residence at p tg ,8 Lti a,2t_I S A- 1,701.3 eu Z 4N.L-`- Street address,Post Office and Zip Code City,Township or Borough County Decedent died at 70o WALIJW'f j$O)DZ�M AtD 17613 LI C` cA46Z 2t+4,1d AA Street address,Post Office and Zip Code City,Township orborough County State Estimate of value of decedent's property at death: (f domiciled in Pennsylvania.......... .................. All personal property $ 156D •CM 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. ... $ �}f SBD.0 Real estate in Pennsylvania situated at: I✓yryE' (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 p Petitioner(s)aver($ he/she/they is/ re the Executor(s)named in the last Will of the Decedent,dated 1.2 -.--I �� ` and Codicil(s) thereto datedS� J State relevant circumstances(e.g.renunciation,death of executor•,etc.) Except as follows: after the execution of the instntment(s)offered for probate Decedent did not marry,was not divorced,was not a party to a pending divorce proceeding wherein the grounds for divorce had been established as defined in 23 Pa.C.S.§3323(g),and did not have a child born or WN ted;and Decedent was neither the victim of a killing nor ever adjudicated an incapacitated person. O EXCEPTIONS ❑EXCEPTIONS ❑ B. Petition for Grant of Letters of Administration (Ifapplicable) c•.t.a.,d.b.n.,cl.b.n.c•.ta.,pe-dente lite,durante absentia,durante n:inoritate If Administration,c.t.a. or d.b.n.c.t.a.,enter date of Will in Section A above and complete list of heirs. Except as follows: Decedent was not a party to a pending divorce proceeding wherein the grounds for divorce had been established as defined in 23 Pa.C.S.§3323(g)and was neither the victim of a killing nor ever adjudicated an incapacitated person. []NOEXCEPTIONS [:]EXCEPTIONS Petition:r(,),after a proper search has/have ascertained that Decedent left no Will and wa.'survived by the following spouse(if any)and heirs(attach additional sheets,if necessary): .v Name Relationship Addr s u, C7 Z7 `'21 G? ZD r C.r— Cn O Fora,RW-n2 rev.10/1112011 Page I of 2 Oath of Personal Representative Official Usc Only COMMONWEALTH OF PENNSYLVANIA } } SS: COUNTY OF 041MA5;,P_1_4A/,A } Petitioner(s)Printed Name Petitioner(s)Printed Address MAAJLV.-J?JBl R eWME A .643F G.E BANDN V-9' D 3 HAA?,8�/tfl ,8l R tCL--hI N E iC� E K(1lK /�PS:W l ?,t G i rNEN 7" L,9it/,-r_, f� ,P vS�u en e f II ►n es N110 8SS" .z- The Petitioner(s)above-named swear(s)or affirm(s)the statements in the foregoing Petition are true and correct to the best of the knowledge and belief of Petitioner(s)and that as Pcrsonai Representative(s)of the Decedglit,.the-PetitioneY(-g-will well and-tru administer the estate according to law. Sworn to or affirmed and'subscribed before Date ,S'--/Z me this f 11 da FA'tA Date 2 - S By' _ Date For the Reg rst r ! Date BOND Required:❑YES ❑NO To the Register of Wills: FEES: Please enter my appearance by my signature below: Letters . . . . . . . . . . . . . . . . . . . . . . S Attorney Signature: ( a ) Short Certificate(s). . . . . . o _ M. ( )Renunciation(s).. . . . . . • - C7 ��-, � rn ( )Codicil(s). . . . . . . . . . . . . p t-tl C7. ( )Affidavit(s).. . . . . . . . . . . p Cly Bond.. . . . .. . . . . . . . . . . . . . . . . . Printed Name: —{ _C7 Commission. . . . . . . . . . . . . . . . . . Supreme Court -rt i r t - 7) Iu Other . . . . . . . . ID Number: -� s� t rt _n r . . . . . . . . ( Firm Name: O 3 t Address: L C . . . . . . . . Phone: Automation Fee. . . . . . . . . . . . . . . Fax: JCS Fee. . . . Email: TOTAL. . . . . . . . . . . . . . . . . . . . . S + DECREE OF THE REGISTER Estate of �(��0� Z l� Q C1 YY�Qi Q.1� File No: —(Jl Z a/k/a: AND NOW, Ag JVD 0 to consideration of the foregoing Petition, satisfactory proof having been presented before me,IT IS DECREED�tters arc hereby granted to in the above estate and(if applicable) that the instrurrient(s) dated (2 21- ' described in the Petition be admitted to probate and Bled of record as the last ill(and Codicil(s))of Decedent. Cgi to of tills W a F•or,,,Rw-n2 rev. 10/111201/ Page 2 of 2 S uti � 1'7'1 C= ELEANOR Z.BIRKENMEIER r r (r> ,.e w —rj I, ELEANOR Z. BIRKENMEIER, domiciled and residing at 62 Commonv ealth Drivep Basking Ridge, Somerset County, New Jersey, declare this instrument to be my Last Will and- Testament. ARTICLE 1 INTRODUCTION A: PRIOR WILLS. I revoke all Wills and Codicils previously made by me. B: PAYMENT OF DEBTS AND EXPENSES. My funeral expenses, my debts (other than debts, if any, secured by mortgages on real estate), the expenses.of my estate and other proper charges against my estate shall be paid out of my estate assets as soon after my death as conveniently may be done. C: IDENTIFICATIONS. At the time this Will is written, I am not married, and I have three children, BARBARA B. WEKLUK, MARILYN J. BIRKENMEIER, and STUART R. BIRKENMEIER References in this Will to "children" or "issue", however, shall include persons born or adopted(if adopted prior to the age of fourteen(14)years)before or after the date of this Will. �, s i t rr Yie ARTICLE 2 DISPOSITION OF TANGIBLE PERSONAL PROPERTY I give and bequeath, absolutely and forever, any automobiles which I may own, all my personal wearing apparel and jewelry, any household furniture and furnishings which I may own, and all other tangible personal property owned by me, in accordance with a written statement or list, in my handwriting or signed by me, which I have prepared or may prepare and/or supplement from time to time on or after the date hereof. If no such statement or list is found within sixty (60) days after my death, it shall be conclusively presumed that there is no such statement or list and distribution may be made on that basis. All such property not passing pursuant to such statement or list, I give to my issue who survive me, per stirpes. If no issue of mine survives me, then such property shall pass together with the balance of my property pursuant to Article 3 below. ARTICLE 3 RESIDUARY ESTATE A: DISPOSITION OF RESIDUARY ESTATE. If any of my issue survives me, then the rest of my property (hereinafter known as my "residuary estate") shall be distributed to my issue who survive me,per sj es, subject to the directions hereinafter set forth in Paragraph B of this Article 3. If no issue of mine survives me, then my residuary estate shall be distributed subject to the directions hereinafter set forth in Paragraph C of this Article 3. B: ADMINISTRATION OF CONTINGENT TRUST(S) FOR ISSUE. Whenever any interest in property is to be distributed to a person subject to the directions set forth in this Paragraph B,that interest shall be distributed as follows: (1) If the person is at least forty(40)years old at the time for distribution,the entire interest shall be distributed to him or her outright and free of trust. -2 - z d (2) If the person is at least thirty=five (35) years old but not yet forty (40)years old at the time for distribution,two-thirds (2/3) of the interest shall be distributed to him or her outright and free of trust. (3) If the person is at least thirty(30)years old but not yet thirty-five (35) years old at the time for distribution, one-third (1/3) of the interest shall be distributed to him or her outright and free of trust. The balance of the person's interest, if any, shall be held by my Trustees in a separate trust for the benefit of the person in accordance with the following terms and conditions: (i) PAYMENT OF INCOME. (a) Prior to Age 21. My Trustees shall pay to, or apply for the benefit of, any person for whom a trust was established pursuant to this Paragraph B and who has not reached the age of twenty-one (21) years, such amounts from the net income of his or her trust as my Trustees deem necessary or desirable for such person's health, education, support and maintenance, adding any excess income to principal at the discretion of my Trustees. (b) After Attaining Age 21. My Trustees shall pay to, or apply for the benefit of, any person for whom a trust was established pursuant to this Paragraph B and who has attained the age of twenty-one (21) years, all of the net income of his or her trust, in convenient installments,but not less frequently than quarter-annually. (ii) PAYMENT OF PRINCIPAL. My Trustees shall pay to, or apply for the benefit of, any person for whom a trust was established pursuant to this Paragraph B, such amounts from the principal of his or her trust as my Trustees deem necessary or desirable for such person's health, education, support and maintenance. (iii) DISTRIBUTIONS. When a person for whom a trust was established pursuant to this Paragraph B attains the age of thirty (30) years during the term of such trust, on or as soon as practicable after such birthday, my Trustees shall distribute to the person, outright and free of - 3 - trust, one-third (1/3) of the balance of such trust as of that birthday. When a person for whom a trust was established pursuant to this Paragraph B attains the age of thirty-five (35) years during the term of such trust, on or as soon as practicable after such birthday, my Trustees shall distribute to the person, outright and free of trust, one-half(1/2) of the balance of such trust as of that birthday. When a person for whom a trust was established pursuant to this Paragraph B attains the age of forty (40) years, on or as soon as practicable after such birthday, my Trustees shall distribute to the person, outright and free of trust, the entire balance of such trust. Such trust shall then terminate. (iv) DEATH OF PERSON PRIOR TO DISTRIBUTION OF ENTIRE TRUST. If a person for whom a trust was established pursuant to this Paragraph B dies before his or her respective trust is completely distributed, the remainder of such person's trust shall be paid to such person's then living issue, per stupes, and, if none, to his or her then living brothers and sisters, per sti es (including only persons who are my issue), if any, and, if none,then to my then living issue,per. stupes; provided, however, that each portion otherwise payable to any of my issue who is under forty (40)years of age shall be retained in trust, subject to the directions set forth above in this Paragraph B and, further provided, that if none of my issue are then living, such trust property shall be distributed subject to the directions hereinafter set forth in Paragraph C of this Article 3. C: CONTINGENT BENEFICIARY PROVISION. Whenever I direct that property be distributed subject to the directions set forth in this Paragraph C, such property shall be paid over and distributed to those persons who would have taken and in such shares as they would have taken, my property if I had died intestate a resident of the State of New Jersey, as of the date of such distribution. D: GENERAL PROVISIONS. (i) CONTINGENT GENERAL POWER OF APPOINTMENT. If any person for whom a trust is held under Paragraph B of this Article 3 dies prior to the termination of his or her -4- trust, then notwithstanding the disposition of such trust set forth in Paragraph B,to the extent property held in such trust would be subject to a tax on generation-skipping transfers pursuant to Chapter 13 of the Internal Revenue Code of 1986, as amended (the "Code"), and would not qualify for an exclusion from such tax, such property shall, upon the death of such person, be subject to a general power of appointment (as defined in the Code) exercisable by such person in his or her Will by specific reference to this power of appointment, but only to the extent that the grant of such general power of appointment will cause all or part of such tax on generation-skipping transfers to be either eliminated or deferred. Any portion of said property not validly appointed shall be distributed in accordance with the directions set forth in Paragraph B of this Article 3. (ii) QUALIFIED SUBCHAPTER S TRUST. Notwithstanding any provision contained in this Article 3 to the contrary, if any trust established pursuant to this Article 3 consists of one or more shares of capital stock in an S Corporation, as defined in Section 1361 of the Code, then my Trustees shall divide such trust into two new separate trusts with one new separate trust consisting of all of the shares of capital stock in each S Corporation formerly held in the old trust, and the other new separate trust consisting of all other property formerly held in the old trust. Each new separate trust shall be administered in accordance with the terms and conditions set forth in Paragraph B of this Article 3; provided, however, that my Trustees shall pay to, or apply for the benefit of, each person for whom a new separate trust consisting of S Corporation stock is established pursuant to this Subparagraph (ii), all of the net income from his or her new separate trust consisting of S Corporation stock, in convenient installments, but not less frequently than quarter-annually. It is my desire and j i expectation that each person for whom a new separate trust consisting of S Corporation stock is I established make a timely Qualified Subchapter S Election pursuant to Section 1361(d)(2) of the Code with respect to each S Corporation the stock of which is held in such new separate trust pursuant to f. i this Subparagraph(ii). Each trust created pursuant to this Subparagraph(ii) is intended to qualify as a "Qualified Subchapter S Trust" as that term is defined in Section 1361(d) of the Code and is to be administered in such a manner as to qualify as an eligible shareholder of an "S Corporation" under the Code. (iii) TERMINATION OF SMALL TRUSTS. If the market value of the assets constituting any separate trust held under this Will is less than Twenty-Five Thousand Dollars ($25,000), and if in the opinion of my Trustees, it is for any reason inadvisable or inconvenient to continue to hold such assets in trust, the assets so held shall immediately be distributed to and among the persons then receiving or entitled to have the benefit of the income therefrom in the same proportions in which they are receiving or are entitled to have the benefit of such income. (iv) RULE AGAINST PERPETUITIES -- SAVINGS CLAUSE. If any portion of any trust created under this Will shall be governed by the law of any jurisdiction which recognizes the Rule Against Perpetuities (whether imposed by statute or by common law), then such trust shall not continue for more than twenty-one (21) years after the death of the last survivor of such issue of mine asare in being on the date of my death, and if on the day prior to the expiration of such period, any property is still held in trust under this Will, the property so held shall immediately be distributed to and among the persons then receiving or entitled to have the benefit of the income therefrom in the same proportions in which they are receiving or are entitled to have the benefit of such income. (v) SPENDTHRIFT CLAUSE. The interest of each beneficiary in the income or principal of any trust under this Will shall be free from the control or interference of any creditor of a beneficiary or any spouse of a married beneficiary and shall not be subject to attachment or susceptible to anticipation or alienation. In addition, under no circumstances shall my Trustees exercise their discretion to utilize the principal of any trust for the payment of any services that would otherwise be -6 - borne by any publicly funded program or by any institution in which any beneficiary under this Will shall at any time be residing. ARTICLE 4 SURVIVORSHIP For the purpose of construction of the previous Articles of this Will, any beneficiary under this Will who fails to survive me by thirty (30) days shall be deemed to have predeceased me and not to have survived me. ARTICLE 5 PAYMENT OF TAXES I direct that all estate and inheritance taxes (together with interest or penalties thereon, if any) imposed with respect to all property taxable by reason of my death shall be paid out of my,residuary estate without apportionment or right of reimbursement, regardless of whether such property is disposed of by this Will or otherwise, and regardless of whether such taxes are payable by my estate or by any recipient of any such property. ARTICLE 6 PAYMENTS TO MINORS OR DISABLED PERSONS With respect to any property that is required or permitted to be distributed out of my estate or out of any trust under this Will to any person who is then a minor or who is legally adjudicated as being under a disability preventing such person from acting properly in his or her own behalf, my fiduciaries may make such a distribution in any one or more of the following ways: -7 - (a) to such person directly; (b) to the legal guardian of the property of such person; (c) to the parent, spouse or other individual having the care and custody of such person who shall preserve or apply the property for the immediate or ultimate benefit of such person (or such person's estate),but who shall not be obligated to qualify as a legal guardian or account to any probate court for such property; (d) to a custodian for such minor appointed under the Uniform Gifts (or Transfers) to Minors Act of any state(including a custodian selected by my fiduciaries); or (e) pursuant to contracts with persons supplying services to or for the benefit of such person. The receipt for or evidence of any such distribution shall be a complete discharge of my fiduciaries to the extent of such distribution, and my fiduciaries shall have no duty to see to the actual application of amounts so paid. The term "minor" as used in this Article 6 shall mean and include any person under the age of twenty-one (21) years, regardless of state law, and a minor's "minority" for all purposes herein shall continue until he or she attains the age of twenty-one(2 1)years. ARTICLE 7 FIDUCIARIES A: EXECUTORS. I nominate my daughter, BARBARA B. WEKLUK, my daughter, MARILYN J. BIRKENMEIER, and my son, STUART R. BIRKENMEIER, or the survivors or survivor of them, to be Co-Executors of this Will. If for any reason BARBARA B. WEKLUK, MARILYN J. BIRKENMEIER, and STUART R. BIRKENMEIER; should each decline to serve - 8 - or fail to qualify or cease to act as an Executor; and if the further selection of an Executor will be necessary but no successor Executor has been appointed pursuant to the provisions of Subparagraph (ii) of Paragraph D of this Article 7, then the selection of a successor corporate Executor shall be made by my oldest living issue, or, if such issue is a minor or is legally incompetent, then by such issue's Guardian. B: TRUSTEES. I nominate my daughter, BARBARA B. WEKLUK, my daughter, MARILYN J. BIRKENMEIER, and my son, STUART R. BIRKENMEIER, or the survivors or survivor of them,to be Trustees of any trust established under this Will. If for any reason BARBARA B. WEKLUK, MARILYN J. BIRKENMEIER, and STUART R. BIRKENMEIER, should each decline to serve or fail to qualify or cease to act as a Trustee, and if the further selection of a Trustee will be necessary but no successor Trustee has been appointed pursuant to the provisions of Subparagraph (ii) of Paragraph D of this Article 7, then the selection of a successor corporate Trustee shall be made by my oldest living issue, or, if such issue is a minor or is legally incompetent, then by such issue's Guardian. C: WAIVER OF BOND. I direct that my Co-Executors and Trustees named or appointed under this Article 7, including any successor Executors and Trustees, shall not be required to give any bond and that if, notwithstanding this direction, any bond is required by any law or rule of court,no sureties shall be required on such bond. D: GENERAL PROVISIONS. (i) Notwithstanding anything to the contrary contained herein, no person serving as a Trustee of the trusts hereunder created shall, in his or her capacity as a Trustee, participate in any decision relating to the discretionary (not based on ascertainable standards) distribution of principal or - 9 - income of the within trusts to or for his or her benefit, his or her creditors or in discharge of his or her legal obligations. (ii) The last acting sole individual Executor and/or Trustee for whom there is no named successor may, pursuant to a written instrument executed by him or her during his or her lifetime (which he or she may alter from time to time), acknowledged in the same manner as is then required to record deeds of real estate in the State of New Jersey, or by his or her Last Will and Testament duly admitted to probate, designate one or more individuals and/or corporate institutions (and may fix the order in which such individuals and/or corporate institutions shall serve) as: (a) Co-Executor or Co-Executors and/or Trustee or Trustees, to serve with such individual sole Executor and/or Trustee; and/or (b) successor Executor or Executors and/or successor Trustee or Trustees, to succeed such individual sole Executor and/or Trustee in the event he or she shall cease to act as such hereunder, for any reason whatsoever. (iii) Any individual Executor or Trustee acting hereunder may, at any time and from time to time, by revocable power of attorney in writing filed with the corporate Executor or Trustee, or, if no corporate Executor or Trustee is then serving, with all of the other Co-Executors or Trustees then serving, authorize any one or more of the other Co-Executors or Trustees to perform on his or her behalf as Executor or Trustee all acts (or any specific acts) in relation to the administration of my estate or of any trust created hereunder, whether or not such act involves the exercise of discretion. The revocation of any such power of attorney shall be in writing and delivered to the corporate Executor or Trustee, or to all such other Co-Executors or Trustees, as the case may be. (iv) Should a corporate fiduciary consolidate or merge with another corporation or bank having a fiduciary character and possessing power to act as fiduciary, including a national bank - 10- J 1 1 having the proper permit to so act, then I hereby nominate, constitute and appoint any such successor corporation or bank to act as fiduciary. (v) If at any time any person is serving as the sole Trustee of any trust hereunder created for such person's benefit, irrespective of the cause thereof, such person shall immediately designate any individual or corporate institution to serve as co-Trustee with such person, it being my intention that no person shall ever act as sole Trustee of a trust created hereunder for his or her benefit. (A) Notwithstanding anything herein to the contrary, it is my strong wish that my fiduciaries seek and rely upon my friend, CARLTON R. ANNIS, for advice in making decisions regarding the administration of my estate or any trust established hereunder. E: RESIGNATION. An Executor or Trustee may resign without court approval at any time by an instrument in writing indicating such fiduciary's intent in this regard and indicating the effective date of the resignation. In the case of the resignation of an Executor, such resignation shall be delivered to each person who is a beneficiary under this Will, or to the legal guardian of such person, and to any co-fiduciary; rp ovided, however, that a successor Executor has been provided for pursuant to this Article 7. In the case of the resignation of a Trustee, such resignation shall be delivered to each person for whom property is then held in trust under this Will, or to the legal guardian of such person, and to any co-fiduciary; provided, however, that a successor Trustee has been provided for pursuant to this Article 7. F: ACCOUNTING. It is my desire that there be no public or judicial accounting of the administration of my estate or of any testamentary trust created under this Will, but nothing herein shall preclude my fiduciaries or any of my beneficiaries from seeking a judicial accounting of any such administration. The written approval by all of the then living adult and competent beneficiaries of any matter relating to or arising in the course of the administration of my estate or any testamentary trust - 11 - created under this Will, whether the same relates to an accounting of any action taken or omitted or proposed to be taken or omitted by my fiduciaries, shall be binding upon all beneficiaries hereof including those who are minors or as yet unborn at the time of such accounting. G: CONSTRUCTION. References in this Will to "Co-Executors" shall be deemed to include not only one or more of the original Co-Executors under this Will, as the case may be,but also any other Co-Executor or successor Executor or ancillary administrator or administrator with Will annexed, or personal representative. References in this Will to "Trustees" shall be deemed to include any one or more of the original Trustees, as the case may be, as well as any successor Trustee. References in this Will to "fiduciaries" shall be deemed to include any of the persons referred to in this Paragraph G. Whenever necessary in this Will and where the context permits, the masculine term shall include the feminine or neuter, and the singular term shall include the plural, and vice versa. ARTICLE 8 FIDUCIARY POWERS In addition to and without limitation upon any powers granted under this Will or any powers granted under N.J.S.A. 3B:14-23 or other applicable law, I give to each of my fiduciaries the powers set forth in this Article 8, which may be exercised as my.fiduciaries deem advisable, without court permission or approval, provided that my fiduciaries exercise the care and judgment under the circumstances then prevailing which persons of ordinary prudence and reasonable discretion would exercise in the management of and dealing with the property and affairs of another: A: To retain or invest in real or personal property or an undivided interest in property (referred to in this Will as "property"), whether or not any investment made or retained is of a - 12 - character or proportion expressly authorized by applicable law,as a legal investment; and to hold any such investment for such period of time deemed advisable. B: To sell or otherwise dispose of property, at public or private sale, on such terms deemed advisable (including cash or on credit); to mortgage, pledge, lease or grant options with respect to any property for any length of time, whether or not extending beyond the.term of any trust under this Will; and to manage,repair, develop, insure,improve,partition or abandon any property. C: To purchase any improved or unimproved real property, at public or private sale, for cash or on credit, or partly for cash and partly on credit, and/or subject to an existing mortgage or mortgages, for such purposes, upon such terms and conditions and for such period of time (whether or not the same extends beyond the actual or probable duration of my estate or of any trust created hereunder), as my fiduciaries shall deem advisable. D: To grant options and execute option agreements with respect to the sale or lease of any property held by my fiduciaries hereunder, without obligation to repudiate the same in favor of better offers. E: To foreclose any mortgage or mortgages, and to take title to the property or any part thereof affected by such mortgage or, in my fiduciaries',discretion, to accept a conveyance of any property in lieu of foreclosure, and to collect the rents and income therefrom; either through a receiver or directly and to protect such property against foreclosure under any mortgage that shall be a prior lien on said property, or to redeem from foreclosure under any such mortgage, as well as to protect any such property against non-payment of taxes, assessments or other liens. F: To hold any property in the name of a nominee or in bearer form or otherwise without indication of any fiduciary capacity. - 13 - G: To retain an interest in and to participate in the operation of any business or enterprise, whether or not in corporate form, for as long as deemed advisable, and to invest additional assets in, make loans to, change the form of or take any other action with respect to such business or enterprise, without personal liability for any claim, debt or demand, or for any depreciation or loss by reason of the continued operation of such business or enterprise. H: To exercise all privileges and rights incident to any corporate securities, including, without limitation, the power to vote (in person or by proxy), to participate in or consent to any voting trust, committee of security holders, merger, consolidation, sale or disposition of assets, recapitalization, dissolution or other alteration of capital or corporate structure, whether or not these adjustments involve payments by or to my fiduciaries. I: To assign one or more shares of stock of any corporation which may at any time be held by my fiduciaries hereunder to themselves, or to any of them, or to a nominee or nominees, for the purposes of qualifying any such person to act as a director of the corporation, the stock of which is so assigned. J: To dissolve or to participate in the dissolution of any partnership in which I shall have an interest at the time of my death, or in which my fiduciaries; in the administration of my estate or of any trust created hereunder, shall hold an interest, or of which my fiduciaries shall become a member, whether such dissolution be by agreement, operation of law, or by the judgment of any court; and to enter into any agreements with respect thereto, upon such terms and conditions as my fiduciaries shall deem proper. K: To incorporate or to join with any other person, persons, nominee or nominees in the incorporation of any and all corporations for such purposes, for such periods of time, and upon such terms and conditions respecting the organization, operation and maintenance thereof(including, but - 14- not by way of limitation, the adoption of by-laws, rules and regulations), as my fiduciaries shall deem advisable, and to pay for the stock of any such corporation with any or all of the assets of my estate or of any trust created hereunder, and to contribute to the capital of such corporation, or to lend to it, any or all of the assets of my estate or of any trust created hereunder. L: To join with any other person, persons, nominee or nominees in any partnership, whether general or limited, any limited liability company, or in any joint venture or other business association, for such purposes, for such period of time, and upon such terms and conditions, as my fiduciaries shall deem advisable; and to contribute to the capital of any such partnership, limited liability company,joint venture or other business association, or to lend to it, any or all of the assets of my estate or of any trust created hereunder. M: My fiduciaries shall have the following powers with respect to any stock which I may own at the time of my death,which powers shall be in addition to all the other powers herein conferred upon my fiduciaries or conferred upon my fiduciaries by law with respect to such stock. (1) To retain any such stock even though such stock may form a substantially disproportionate part, or all, of my estate or of any trust created hereunder, without risk of surcharge to my fiduciaries for so doing, as long as they act in good faith; (2) To purchase any additional such stock for my estate or for any trust created hereunder from any sources at such price or prices and at such times as my fiduciaries shall determine to be fair and reasonable; and (3) To sell any such stock from my estate or from any trust created hereunder to any person, firm,trust or other entity at such price or prices and at such times as my fiduciaries shall determine to be fair and reasonable. N: To borrow money from any person or entity(including any person or entity serving as one of my fiduciaries or from any entity in which one of my fiduciaries or a beneficiary under this Will has an interest) upon terms and for periods my fiduciaries deem advisable for any purpose connected with the administration, preservation, protection or improvement of property held by my fiduciaries, - 15 - and in connection with any such borrowing, to pledge or mortgage assets held by my fiduciaries on conditions as such fiduciaries may determine. O: To pay, compromise, adjust, settle, sue on or defend, or abandon claims (including, without limitation, claims for income, estate or inheritance taxes) held by or asserted against my fiduciaries, in such manner as my fiduciaries may determine; and to exercise any rights of election or other rights which may from time to time be available with respect to the provisions of the Code or of any other tax law, including,without limitation,the following elections: (1) The selection of the date for the valuation of property in my gross estate. (2) The election whether to claim administration and certain other expenses as deductions on the estate tax return or on income tax returns, or, in part on each. (3) The election to join in the executing and filing of a joint income tax return or an amended return for any period prior to my death; and in connection with such return, to make such decisions as may be deemed appropriate in respect of(a) how the burden or the liability for such tax shall be apportioned; and (b) how the benefit of any return, credit or payment shall be apportioned. (4) The election for gift tax purposes to split gifts pursuant to Section 2513 of the Code. (5) The election to disclaim all or part of any property that otherwise would pass to me under a testamentary or nontestamentary instrument or document. (6) The election to allocate or refrain from allocating any portion of my exemption under Section 2631(a) of the Code, to any property of which I am the transferor, including any property transferred by me during my life as to which I did not make an allocation prior to my death. The decision of my fiduciaries in allocating such exemption shall be binding and conclusive upon all persons having an interest in my estate, and no adjustment among beneficiaries shall be made by reason of any such allocation. I specifically exonerate my fiduciaries from all liability or accountability to any beneficiary with respect to the exercise in good faith of the discretionary powers herein. (7) To take advantage of Sections 303 and/or 6166 of the Code, and any other provisions therein which provide relief for the estates of owners of stock in closely-held corporations and to post any bond or other security and pay any interest required by Section 6166 at the expense of my residuary estate and to elect under Section 6324A of the Code to create a special lien for the deferred - 16 - estate tax (including. tax:attributable to-property not passing under this Will) and to subject propertybelonging to my estate to such lien. Any right of election may be exercised even though it may increase the tax liability of my estate, or may increase or decrease the extent of any beneficial interest in my estate, if it shall appear to my fiduciaries that such action is in the best interests of my estate or will result in a benefit to any beneficiary or beneficiaries (including any fiduciary under this Will) greater than any loss to my estate which may be caused by such election. I direct that no adjustment be made between income and principal or between any other beneficial interests under this Will, even though they may be substantially affected. P: To employ (and compensate out of principal or income or both, as determined by my fiduciaries) professional advisors and assistants, including, without limitation, accountants, agents, appraisers, attorneys, brokers, custodians and investment advisors, and to do so without personal liability for any neglect, omission, misconduct or default of such persons, provided they were selected and retained with reasonable care; to pay the costs of and maintain ancillary or similar proceedings in other jurisdictions; and to pay a fiduciary under this Will reasonable commissions on account, subject to allowance or disallowance on settlement of the fiduciary's account and subject to other provisions of this Will. Q: To determine the manner of ascertainment of income and principal, and the allocation between income and principal of all receipts and disbursements. R: To make distributions in cash or kind, or partly in cash or partly in kind, in divided or undivided interests, to determine the value of property for distribution purposes, and to allocate any property towards the satisfaction of any payment, distribution or division in such manner as my fiduciaries may determine,whether or not distributive shares may as a result be composed differently. - 17 - S: To make distributions of all or any part of the income earned during the administration of my estate, at such time as my fiduciaries shall deem advisable, and/or to postpone the distribution of income earned during the period of administration of my estate for such period of time as my fiduciaries shall deem proper. T: To make any loans on commercially reasonable terms, except that loans to any person having an interest in the income or principal of the property held by one of my fiduciaries may, in such fiduciary's discretion, be made on whatever terms such fiduciary deems advisable; and to permit any such person to use or occupy any real or personal property on such terms as my Trustees deem advisable, whether rent-free or in consideration of the payment of insurance, maintenance, taxes, ordinary repairs or otherwise. U: To enter into transactions with other fiduciaries, upon such terms as my fiduciaries deem advisable, including,without limitation, fiduciaries of estates and trusts in which any beneficiary under this Will has an interest, subject to the limitations on such transactions contained in other provisions of this Will. V: To hold trusts under this instrument apart from one another or as a common fund or joint investment, dividing the income proportionately among them and assigning undivided interests to the several shares; and to combine or merge, for all purposes, all or part of the property held by my Trustees in a separate trust maintained under this instrument with property held by them as fiduciaries acting under this or another instrument upon substantially similar terms for the primary benefit of the same persons, except that property qualifying for a marital or charitable deduction for federal tax purposes may not be so combined. W: To alter or amend the terms of any trust under this Will which consists of one or more shares of capital stock in an S Corporation, as defined in Section 1361 of the Code, with the written - 18 - a ilk time (whether or not the same extends beyond the actual or probable duration of my estate or of any trust created hereunder), as my fiduciaries shall deem proper. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 0`°=� day of One Thousand Nine Hundred Ninety-Nine. ELEANOR A BIRKENMEIER SIGNED, SEALED, PUBLISHED and DECLARED by the aforesaid testatrix to be her Will, in the presence of us who, at her request and in her presence and in the presence of each other, have hereunto subscribed our names as attesting witnesses the day and year last above written. address /,"-/4 address /4� -A)eNY,IV -20 - F. STATE OF NEW JERSEY SS. COUNTY OF ESSEX I, ELEANOR Z. BIRKENMEIER, the testatrix, sign my name to this instrument this �L day of 1�� , 1999, and being duly sworn, do hereby declare to the undersigned authority that I sign and execute this instrument as my Will and that I sign it willingly (or willingly direct another to sign for me), that I execute it as my free and voluntary act for the purposes therein expressed, and that I am eighteen years of age or older, of sound mind, and under no constraint or undue influence. ELEANOR Z.BIRKENMEIER We, V - A Ca and 4-571 z,1 J->e1A Ee A wq6 , the witnesses, sign our names to. this instrument, and, being duly sworn, do hereby declare to the undersigned authority that the testatrix signs and executes this instrument as her Will and that she signs it willingly (or willingly directs another to sign for her), and that each of us, in the presence and hearing of the testatrix, hereby signs this Will as witness to the testatrix's signing, and to the best of our knowledge the testatrix is eighteen years of age or older,of sound mind, and under no constraint or undue influence. Witness Witness t Subscribed, sworn to and acknowledged before me by ELEANOR Z. BIRKENMEIER, the testatrix, and subscribed and sworn to before me by 'Qlz7a��W Wa /, a4 and the witnesses,this e2(S day of a Qom, 1999. Notary Public of New Jersey _ CA00LE M. McOORM" NOTARY PUBLIC OF :NEW JERSEY My Commission Expires Aug.8.2001 11011 -21 -