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HomeMy WebLinkAbout11-28-05 Register of Wills of Cumberland County, Pennsylvania PETITION FOR GRANT OF LETTERS Estate of Mary E. Rosenberg also known as No. 21-- 0 <)/1 D'.ji , Deceased Social Security No. 423-12-9645 Sharon D. Schwartz and Dennis R. Rosenberg Petitioner(s), who is/are 18 years of age or older, appl(ies) for: (COMPLETE 'A' or 'B' BELOW) 00 A. Probate and Grant of Letters Testamentary and aver that Petitioner(s) is/are the the Decedent, dated 12/29/2000 and codicils dated No Exceptions named in the last Will of State relevant circumstances, e.g., renunciation, death of executor, etc. Except as follows, Decedent did not marry, was not divorced, and did not have a child born or adopted after execution of the documents offered for probate; was not the victim of a killing and was never adjudicated incompetent: D B. Grant of Letters of Administration (c.t.a; d.b.n.c.t.a; pedente lite; durante absentia; durante minoritate) Petitioner(s) after a proper search has/have ascertained that Decedent left no Will and was survived by the following spouse (if any) and heirs: Name Relationship Residence (COMPLETE IN ALL CASES:) Attach additional sheets if necessary. Decedent was domiciled at death in Cumberland County, Pennsylvania with his/her family or principal residence at 1801 Hunter Drive, Mechanicsburg, PA, Silver Spring (list street, number, and municipality) Decedent, then 83 years of age, died 11/05/2005 at Cumberland Crossing, S. Mdltn. Twp., Cumberland Co., PA (Location) Decedent at death owned property with estimated values as follows: (If domiciled in PAl All personal property (If not domiciled in PAl Personal property in Pennsylvania (If not domiciled in PAl Personal property in County Value of real estate in Pennsylvania 175,000.00 $ $ $ $ 750,000.00 situated as follows: Wherefore, Petitioner(s) respectfully request(s) the probate of the last Will and Codicil(s) presented with this Petition and the grant of letters in the appropriate form to the undersigned: Typed or printed name and residence Sharon D. Schwartz 12 South Ridge Road Boiling Springs, PA 17007 Dennis R. Rosenberg 1801 Hunter Drive Mechanicsburg, PA 17050 Prepared by the Pennsylvania Bar Association Copynght (c) 2004 form software only The Lackner Group, Inc. Form RW-1 (1991) Oath of Personal Representative gl'D5~/D31 Commonwealth of Pennsylvania County of Cumberland The Petitioner(s) above-named swear(s) or affirm(s) that the statements in the foregoing Petition are true and correct to the best of the knowledge and belief of Petitioner(s) and that, as personal representative(s) of the Decedent, Petitioner(s) will well and truly administer the estate acc rding to law. Sworn to or affirmed and subscribed before me this ~( day of 21-- 0 Estate of Mary E. Rosenberg , Deceased also known as Social Security No: 423-12-9645 Date of Death: 11/05/2005 \ ; {~-; AND NOW, flJ (fl/f4rJ~ A /~ y~t-.. .-) '..'--" C eX. LA.,; ") , in consideration -. '-",,,! of the Petition on the reverse side hereon, satisfactory proof having been presented before me, IT IS DECREED that Letters 00 Testamentary 0 of Administration . . _ 'J ---11 (c.I.a.; d.b.n.c.ta.; pendente lite; durante absentia; dura~~minoritate) ~:) are hereby granted to Sharon D. Schwartz and Dennis R. Rosenberg, .'1 '-0 in the above estate and that the instrument(s) dated 12/29/2000 FEES Letters............. ................... ........$ Short Certificate(S)......?.. ........ $ ~J{\I Re1'ltITTti8tion .............................. $ &&(),6iJ a o. uL') I :J~' D D J Attorney: 1.0. No: 23316 Goldberg Katzman, P.C. Address: 320 Market Street Affidavits ( )...... ....................$ Extra Pages ( )......................$ Codicil...... . .........................$ Ie:;' OD Harrisburg, PA 17108 Telephone1 (717) 234-4161 E-Mail: neh@goldbergkatzman.com JCP Fee ....+..t.r.V..tu..............$ Inventory ...............$ Other ...............$ TOTAL............................ $ ~J () Prepared by the Pennsylvania Bar Association Copyright (c) 2004 form software only The Lackner Group, Inc. Form RW-1 (1991) Thi" is [0 certify that the information here given is correctly copied from an original certificate of death duly file'd with me as IOt.t1 Registrar. The original certificate will be forwarded to the State Vital Records Office for permanent filing. WARNING: It is illegal to duplicate this copy by photostat or photograph.'i-. No. Fee for this certificate, $6.00 r D I 12140248 ./ '\. \ ..... r \ .- I') L _ \ I, t) Date r'rU I J 1'- ~, .'.) ,77- 'I(")~ - ; <_~ ~ It; '.'1-) H105. 143 Rev. 2187 COMMONWEALTH OF PENNSYLVANIA' DEPARTMENT OF HEALTH' VITAL RECORDS CERTIFICATE OF DEATH TYP~RlNT IH PERllAHENT BLACK IHK SEX 2. F -0 ~o RACE.__.-'_. ($j>odlyl . ~ 10. W \0.... \~ SURVMNG SPOUSE (1'............ -) - Iwp. ciIyl1lanl. o w '" ::> ~ ~ 21. :~ . in_ : onHt 8nd dHIh SequonoIoIy III - { c.b. 'ony.-'IO_ ~ . QUM. Enw UNDERLYING ..~~~ir1urY .--.IIlng ... _ ) LAST d. WAS AN AUTOPSV WERE AUTOPSV FINDINGS PERFORMED? AVAILABlE PRIOR TO COW'lET1ON OF CAUSE OF DEATH? DATE OF INJURV (MonItl. o.r, YNr] o P_ InYOltigollon 0 V.. 0 No 0 Could noI be d_ 0 _. 3Gb. M. 3Oc. PlACE OF INJURV . AI homo. ,..... _ 1odoIy. _ tlulldine. ek..ISpecl).) 2... 2Ib. 21. _. CERTIFIER (CMQ only one) SIGNATURE l~~.r:~='~"J'=:===~~~.~~~.~.~.~.~3L................ 0 31b. ~ 'PRONOUNClHG AND ClUtnFYIHG PHYSICIAN (Ph_ both _ do." and COl1iIy;ng 10 cou" old....) llCENS!j ,. I> ) DATE.fIGl1E,ll (~~. V.-) T.....boetol...~__..IheIlme._...dploce.anddu.to..._I.)..d......_..._...................... 0 31c. 0:> {> II 31d.F 1f/lf'VlJ IWIE AND ADDRESS OF PER~ WHO COMi'!-jTEll CAUSE OF DEATH . ':O'::;~ ~.:..=.:,." Invoatlgatl.... In... opin...... do... occuned at.... _ u... and pi.... and due to.... couan(.1 and (,.... 21) Type or Prin. J . I' /()?oJ B D . 31L-" .-d......................................................................... . ...............................................................................0 32. / f.) 0 r.1f ( (5 // A/,( {(J III tt' /lit j) REGlSTRAR"S _lURI! AND NU..BIUt ~tt-"} d1 :TE FILED (- D... V-I TIME OF INJURV INJURV AT WORK? DESCR18E HOW INJURV OCCURRED. >t :t. - V.. 0 No v.. 0 No Iz w o w o w o ... o ! :2 1- [1 5- /03 I -- LAST WILL ANlLIEST AMENT ill: MARY~OSENBERG I, MARY E. ROSENBERG, now of Enola, East Pennsboro Township, Cumberland County, Pennsylvania, being of sound and disposing mind, do bereby make, publish, and declare this to be my Last WilI and Testament, hereby revoking and making nulI and void all prior Wills and Codicils made by me at any time heretofore. ARTICLE ONE I. Debts: I direct that all my legally valid debts, funeral and administrative expenses, and debts incurred or payable because of my death, shall be paid by my Executor, hereinafter named, from my residuary estate as Soon after my death as practicable. ARTICLE TWO II. Tangible Personal PropertX: A. I give and bequeath certain items of tangible personal property that are solely owned by me at the time of my death and that are identified in any separate writing directing distribution thereof after my death which is dated and is signed by me at the end thereof, to those persons designated in such separate writing who survive me. If any item of tangible personal property is identified in more Page 1 - than one separale writing, I direct that, unless stated to the contrary, the separate writing bearing the last date shall govern the disposition of such item. B. I bequeath all my tangible personal property (including by way of illustration but not by way of limitation, my household furniture and furnishings, paintings. books, automobiles, jewelry, and personal effects, exclusive of any such property used in a trade or business) not otherwise disposed of above, outright in equal shares to my son, DENNIS R. ROSENBERG (my "Son"), and my daughter, SHARON D. SCHWARTZ (my "Daughler"), who survive me by thirty (30) days, to be divided among them in as nearly equal shares as they agree, or to the survivor of them. If neither of my two children so survive me, then such tangible personal property shall be distributed in equal shares to my grandchildren who survive me by thirty (30) days, to be divided among them in as nearly equal shares as they agree, or to the survivor of them. Presently my grandchildren include: NICHOLAS O. SCHWARTZ, DAVINA G. PUCETA, NATHAN P. PUCETA, and RENEE M. LEBO. C. In the event of an irreconcilable disagreement among my children (or my grandchildren, if applicable), who are entitled under this Item as equal beneficiaries, as to the division or distribution of such tangible personal property, they shall take alternate turns selecting individual items with my oldest child (or grandchild, if applicable) making the first selection. Any ilems not so selected or otherwise agreed upon by such beneficiaries as to disposition, shall be sold, and the proceeds shall pass as a part of my residuary estate. D. To the extent practicable in the Executor's sole discretion, I bequeath any policies of insurance on any Such tangible personal property to the beneficiary receiving such property in kind. Page 2 E. I direct that any reasonable expenses of storing, Packing, shipping, insuring, or delivering any such tangible persOnal property to a beneficiary receiving such property shall be paid by my Executor as an administrative expense of my estate. ARTICLE THREE III. Pecuniary Bequests to Charities: I give and bequeath the fOllowing amounts to each of the fOllowing-named charitable organizations that shall be, at the time of my death, an organization so qualified under the Internal Revenue Code, for their general purposes: A. Five Thousand Dollars ($5,000.00) to OBEV SHALOM TEMPLE, of Harrisburg, Pennsylvania. B. Five Thousand Dollars ($5,000.00) to the JEWISH COMMuNITY CENTER, of Harrisburg, Pennsylvania. ARTICLE FOUR IV. Pecuniary Bequest to Individual: I give and bequeath the sum of Ten Thousand Dollars ($10,000.00) to CRISTINE L. BAKER, if she survives me by thirty (30) days; Provided, however, that if she should not so survive me, then this pecuniary bequest shall be distributed to his or her then-living issue, perstirpes, but, if there should not be any such descendants, such bequest shall lapse. Page 3 ARTICLE FIVE V. Exercise of Special Power of Appointment: A. I acknowledge that I am the donee of a certain special power of appointment given to me by my late husband, Oliver Rosenberg (who died on March 26, 1996), as donor (the "Donor"), in his "Declaration of Revocable Trust", dated November 18, 1991 (the "Trust Agreement"), between my late husband, as Settlor, and himself, as initial Trustee (the "Power of Appointment"). B. The Trust Agreement provided, in Article Four, for a "QTIP Trust", of which I am the lifetime beneficiary as the "Settlor's Wife". Section 4.1.3 of the Trust Agreement provided as follows: Upon the death of the Settlor's Wife, if she shall survive him, the Trustee shall pay any accrued or undistributed net income to the personal representative of the Settlor's Wife. In addition, the Trustee shall also pay to the Settlor's Wife's personal representative or directly to the taxing authority, such amount, if any, from the principal of the trust property, as her personal representative certifies as being the additional amount of estate taxes, inheritance taxes, transfer taxes and other taxes of a similar nature, and all interest and penalties with respect to any such taxes, attributable to the inclusion of the value of this trust in the Settlor's Wife's estate for such tax purposes. The Trustee shall thereafter distribute the balance of the trust property to such of the Settlor's issue, in such amounts and upon such trusts, terms and conditions as the Settlor's Wife may appoint by specific reference to this special power of appointment; provided, however, that no such appointment shall benefit the Settlor's Wife, her estate, her creditors or the creditors of her Page 4 - estate. Any property not so appointed shall be distributed [to] the Settlor's then living issue, per stirpes, with any share allocable to a beneficiary then under the age of thirty-five (35) years being held in continued trust for the benefit of such beneficiary in accordance with the provisions of Article Five hereof. C. I understand that, pursuant to a "Family Settlement Agreement", effective as of July 1, 1999, such special power of appointment now relates to each of the following three (3) separate testamentary trusts (each a "Subject Trust", and, collectively, the "Subject Trusts "), each administered by Allfirst Trust Company (successor to Dauphin Deposit Bank and Trust Company), as sole trustee, for which I am the primary beneficiary during my lifetime: 1. A "Marital, Non-Exempt Generation-Skipping, Qualified Terminable Interest Property, Trust" (the "Marital Non-GST Exempt QTIP Trust") ; 2. A "Marital, Generation-Skipping Exempt, Qualified Terminable Interest Property, Trust" (the "Marital GST Exempt QTIP Trust"); and 3. A "Marital, Non-Qualified Terminable Interest Property, Trust" (the "Marital Non-QTIP Trust"). D. I hereby exercise that special power of appointment given to me in the Trust Agreement of my late husband, Oliver Rosenberg (more fully described and defined above as the "Power of Appointment"), and I do hereby exercise such Power of Appointment as to the Subject Trusts, as follows: 1. As to the Marital Non-GST Exempt QTIP Trust, I exercise the Power of Appointment, in equal shares to my Son, DENNIS R. ROSENBERG, and my Daughter, SHARON D. SCHWARTZ, who survive me by thirty (30) days; Provided, however, that if such a child of mine should not so survive me, then such deceased child's share shall be distributed to his or her then-living issue, per stirpes, subject further, however, to the protective trust provisions of this Will (the substantive terms of Page 5 which parallel those of the protective trust provisions set forth in the Trust Agreement), if applicable to a particular beneficiary due to his or her age. 2. As to the Marital GST Exempt QTIP Trust, I exercise the Power of Appointment, in equal shares to the following named grandchildren who survive me by thirty (30) days, namely, NICHOLAS O. SCHWARTZ, DAVINA G. PUCETA, NATHAN P. PUCETA, and RENEE M. LEBO; Provided, however, that if such a grandchild of mine should not so survive me, then such deceased grandchild's share shall be distributed to his or her then-living issue, per stirpes, subject further, however, to the protective trust provisions of this Will (the substantive terms of which parallel those of the protective trust provisions set forth in the Trust Agreement), if applicable to a particular beneficiary due to his or her age. 3. As to the Marital Non-QTIP Trust, I exercise the Power of Appointment, in equal shares to my Son, DENNIS R. ROSENBERG, and my Daughter, SHARON D. SCHWARTZ, who survive me by thirty (30) days; Provided, however, that if such a child of mine should not so survive me, then such deceased child's share shall be distributed to his or her then-living issue, per stirpes, subject further, however, to the protective trust provisions of this Will (the substantive terms of which parallel those of the protective trust provisions set forth in the Trust Agreement), if applicable to a particular beneficiary due to his or her age. Page 6 E. I hereby declare that I do not intend, by this Article of my Will, to blend any property subject to any power of appointment so exercised (and specifically the specific Power of Appointment), with my individual property. F. I acknowledge that each of the persons identified above as my "grandchildren" are the natural born children of either my Daughter or my Son; and such fact shall not be controverted for purposes of this Will. ARTICLE SIX VI. Residuary Bequest: I give, devise, and bequeath all the residue of my estate in equal shares to my Son, DENNIS R. ROSENBERG, and my Daughter, SHARON D. SCHWARTZ, who survive me by thirty (30) days; Provided, however, that if such a child of mine should not so survive me, then such deceased child's share shall be distributed to his or her then-living issue, per stirpes, subject further, however, to the protective trust provisions of this Will (the substantive terms of which parallel those of the protective trust provisions set forth in the Trust Agreement), if applicable to a particular beneficiary due to his or her age. If any such deceased child of mine should leave no issue then-living, his or her share shall pass to the other surviving child of mine, subject to further substitution as provided above. ARTICLE SEVEN VII. Protective Trust Provisions: A. Except as otherwise may be provided in this Will, if any beneficiary is entitled to receive a mandatory distribution of property from my estate, or from any Page 7 trust created by this Will, or from a fund held under the Trust Agreement which is the subject of the Power of Appointment (which I have specifically exercised by my Will), and is under thirty-five (35) years of age (a "Beneficiary"), then I devise and bequeath such property to my Trustee (hereinafter named), or I direct that such property be held by my Trustee in continued trust, as the case may be, for the benefit of such Beneficiary, IN TRUST, NEVERTHELESS, in accordance with the further provisions of this Article of my Will. B. While each such Beneficiary is under twenty-five (25) years of age, the Trustee shall hold, manage, invest, and reinvest the trust property, shall collect the income therefrom, and shall apply to or for the benefit of such Beneficiary so much of the net income and, if the net income is insufficient, so much of the principal of the trust property as the Trustee, in the Trustee's discretion, shall from time to time deem necessary or proper for such Beneficiary's health, maintenance, support, and complete education, including college and graduate education, and professional, vocational, or technical training. The Trustee shall annually accumulate any net income not so distributed and add the same to the principal of the trust property. C. After such Beneficiary attains twenty-five (25) years of age, the Trustee shall continue to hold, manage, invest, and reinvest the trust property, shall collect the income therefrom, and shall distribute the net income in quarter-annual installments, or more frequently if the Trustee deems it advisable, to or for the benefit of such Beneficiary. D. In addition to the foregoing, after such Beneficiary attains twenty-five (25) years of age, the Trustee may also distribute to or for the benefit of such Beneficiary so much of the principal of the trust property as the Trustee, in the Trustee's discretion, shall from time to time deem necessary or proper for such Page 8 beneficiary's health, maintenance, support, and complete education, including college and graduate education, and professional, vocational, or technical training, and to assist such beneficiary in the purchase of a principal residence or in the establishment of a profession, or of a business considered a good risk by the Trustee, taking into account other available funds, including such Beneficiary's assets. E. At any time after such Beneficiary attains thirty (30) years of age and prior to attaining thirty-five (35) years of age, such Beneficiary may withdraw such sums as do not exceed one-half (lh) of the market value of the principal of his or her trust as constituted on his or her thirtieth (30th) birthday. In the event that such Beneficiary's trust is established after his or her thirtieth (30th) birthday, such Beneficiary may withdraw such sums as do not exceed one-half (lh) of the market value of the principal of his or her trust as constituted on the date of the establishment thereof. F. At any time after such beneficiary attains thirty-five (35) years of age, such Beneficiary may withdraw any or all of the principal of his or her trust. G. If such Beneficiary dies before the complete termination of his or her trust, the Trustee shall distribute the property then held in trust as follows: 1. If the Beneficiary's trust is a Non-GST Exempt Trust (as defined herein), the Trustee shall distribute the property then held in trust for such Beneficiary to such persons or entities (including the Beneficiary's estate), in such amounts and upon such trusts, terms, and conditions as the Beneficiary, by his or her last Will, may appoint by specific reference to this power of appointment. Page 9 a. Any property not so appointed shall be divided into shares for the Beneficiary's then-living issue, per stirpes. b. If there should not be any person who is (or who qualifies as) such issue then-living, then any property not so appointed shall be divided into shares for the issue then-living of the parent of such Beneficiary who was issue of mine, per stirpes, or if none, for my other then-living issue then living, per stirpes, and held in continued trust in accordance with the provisions of my Will. 2. If the Beneficiary's trust is a GST Exempt Trust (as defined herein), the Trustee shall distribute the property then held in trust for such Beneficiary to such of my issue other than the Beneficiary in such amounts and upon such trusts, terms, and conditions as the Beneficiary, by his or her last Will, may appoint by specific reference to this special power of appointment. Before exercising such special power of appointment, I request that the Beneficiary seek counsel regarding the generation-skipping transfer tax effects of such exercise. a. Any property not so appointed shall be divided into shares for the Beneficiary's then-living issue, per stirpes. b. If there should not be any person who is (or who qualifies as) such issue then-living, then any property not so appointed shall be divided into shares for the issue then-living of the parent of such Beneficiary who was issue of mine, per stirpes, or if none, for my other then-living issue then living, per stirpes, and held in continued trust in accordance with the provisions of my Will. Page 10 ARTICLE EIGHT VIII. Fiduciaries: A. I nominate and appoint my Daughter, SHARON D. SCHWARTZ, and my Son, DENNIS R. ROSENBERG, to serve together as the co-executors of my Will (each a "Co-Executor" or an "Executor", and collectively the "Executor"). It is my desire that, at all times during the administration of my Estate, two Co- Executors shall act together as my Executor. Accordingly, if either my Daughter or my Son is unable or unwilling to so act as a Co-Executor, or to continue to act for any reason as a Co-Executor, I then nominate and appoint, in the place of such person, the fol~owing individuals who are able and willing to serve as a substitute Co-Executor in the following order: First, NEIL E. HENDERSHOT; then, second, THOMAS J. WEBER. In the event of the refusal or inability of such persons to so serve, I then grant to the person last so nominated and capable of serving the right and power, exercisable in his or her exclusive discretion, to nominate and appoint, whether in advance while competent, or at the time of a renunciation or resignation, such person or institution to serve as such Executor (without any further requirement of a co- executor), which nomination shall be honored as if I had made such an appointment in this Will. All references herein to the term "Executor" shall mean my originally appointed Co-Executors or their successors. B. I nominate and appoint my Daughter, SHARON D. SCHWARTZ, and my Son, DENNIS R. ROSENBERG, to serve together as the co-trustees of any trust created by my Will (each a "Co-Trustee", and collectively the "Trustee"). It is my desire that, at all times during the administration of any such trust, at least two Co-Trustees shall act together as my Trustee. Accordingly, if such a nominated person is unable or unwilling to so act as a Co-Trustee or to continue Page 11 to act for any reason as a Co-Trustee, so that there would be only one individual serving as Trustee, I then nominate and appoint, in the place of such person, the following individuals or institutions who are able and willing to serve as a substitute Co-Trustee in the following order: First, NEIL E. HENDERSHOT; then, second, THOMAS J. WEBER. In the event of the refusal or inability of such persons to so serve, I then grant to the person last so nominated and capable of serving the right and power, exercisable in his or her exclusive discretion, to nominate and appoint, whether in advance while competent, or at the time of a renunciation or resignation, such person or institution to serve as such Trustee (without any requirement of a co-trustee), which nomination shall be honored as if I had made such an appointment in this Will. All references herein to the term "Trust" shall mean my originally appointed Co-Trustees or their successors. C. I nominate and appoint the then-serving Trustee of any trust also to serve as guardian of the estates of any minor beneficiaries (the "Guardian") under this Will, including the proceeds of any life insurance on my life payable to such minors and any other property, rights, or claims with respect to which I am entitled to appoint such a guardian of the estate and have not otherwise specifically done so, to the extent that such appointment as guardian is necessary or desirable in conjunction with the administration of my estate or of a trust. 1. The Guardian shall have full authority to use such assets, both principal and income, in any manner the Guardian shall deem advisable for the best interests of the minor, including college and graduate education, and professional, vocational, or technical training, without securing a court order. 2. In the event of the refusal or inability of the then-serving Trustee, at any Page 12 time and from time to time, to so serve, due to practical concerns, potential conflicts of interest, or otherwise, I then grant to then-serving Trustee the right and power, exercisable in such then-serving Trustee's exclusive discretion, to nominate and appoint a person or institution to serve as such Guardian, which nomination shall be honored as if I had made such a nomination or appointment in this Will. ARTICLE NINE IX. Fiduciary Powers: A. No fiduciary under this Will shall be required to give bond or other security for the faithful performance of the fiduciary's duties. B. Any such fiduciary shall have the following powers, in addition to those given by law: 1. To invest in, accept and retain any real or personal property, including stock of a corporate fiduciary or its holding company, without restriction to legal investments; 2. To sell, exchange, partition or lease for any period of time any real or personal property and to give options therefor for cash or credit, with or without security; 3. To borrow money from any person including any fiduciary acting hereunder, and to mortgage or pledge any real or personal property; 4. To hold shares of stock or other securities in nominee registration form, Page 13 including that of a clearing corporation or depository, or in book entry form or unregistered or in such other form as will pass by delivery; 5. To engage in litigation and to compromise, arbitrate, or abandon claims; 6. To make distributions in cash, or in kind at current values, or partly in each, allocating specific assets to particular distributees on a non-pro rata basis, and for such purposes to make reasonable determinations of current values; 7. To make elections, decisions, concessions, and settlements in connection with all income, estate, inheritance, gift, or other tax returns, together with the payment of such taxes, without obligation to adjust the distributive share of income or principal of any person affected thereby; 8. To disclaim any interest I may have in any estate if the Executor deems such disclaimer to be in the best interests of my estate and the beneficiaries thereof; 9. To terminate any trust created herein, the principal of which is or becomes too small in the Trustee's discretion to make the establishment or continuance of the trust advisable, and to make immediate distribution of the then remaining trust property to the beneficiary then entitled to the income of the trust property or, if there is more than one beneficiary, to the beneficiaries then entitled to the income of the trust property in proportion to their respective interests therein or, if such interests are not defined, in equal shares to such beneficiaries; Provided, however, no Trustee shall participate in any decision to terminate such trust if by reason of such termination such Trustee could receive a distribution of Page 14 trust property from such trust as aforesaid. The receipts and releases of the distributee(s) will terminate absolutely the right of all persons who might otherwise have a future interest in the trust, whether vested or contingent, without notice to them and without the necessity of filing an account in any court; 10. To merge any trust created hereunder with any other trust or trusts created by me or my spouse under will or deed, if the terms of any such trust are then substantially similar and held for the primary benefit of the same person or persons; and 11. To allocate, in the Executor's sole and absolute discretion, any portion or all of my exemption under Section 263 1 (a) of the Internal Revenue Code ("My GST Exemption"), to any property as to which I am the transferor, including any property transferred by me during my lifetime as to which I did not make an allocation prior to my death. Any such election or allocation shall be binding upon the Trustee and any beneficiary of any trust created hereunder. The Trustee is directed to divide any trust created under this Will into two (2) or more separate trusts, if necessary, to segregate the portion or portions of the trust or trusts created hereunder over which My GST Exemption has been allocated (the "GST Exempt Trusts ") from the portion or portions of the trust or trusts created hereunder over which none of My GST Exemption has been allocated (the "Non-GST Exempt Trusts"); Provided, however, that any such separated trusts shall be held, administered, and disposed of in accordance with the terms hereunder as identical trusts in all other respects, except as provided above. Page 15 ARTICLE TEN X. Tax Provisions: A. All estate taxes, inheritance taxes, transfer taxes, and other taxes of a similar nature payable by reason of my death to any government or subdivision thereof upon or with respect to any property subject to any such tax, and any penalties thereon, shall be paid by the Executor out of the principal of that portion of my estate disposed of by Article Six ("Residue") of this Will. All interest with respect to any such taxes shall be paid by the Executor out of the income or principal or partly out of the income and partly out of the principal of such portion of my estate, in the absolute discretion of the Executor, without reimbursement from or apportionment among the beneficiaries, recipients, or owners of such property for any such taxes, penalties, or interest; Provided, however, that the Executor shall not pay any such taxes, penalties, or interest attributable to any property included in my estate solely because of a power of appointment over which I possess, but have not exercised, or any qualified terminable interest property; and Provided further, however, that the Executor shall only pay any supplemental federal estate tax, or any penalties or interest related thereto, imposed by Section 4980A(d) of the Internal Revenue Code, if the payment of such tax by the Executor would cause a net reduction in the amount of all estate taxes, inheritance taxes, transfer taxes, and other taxes of a similar nature payable by reason of my death to any government or subdivision thereof. If the payment by the Executor would not cause such a net reduction, such supplemental federal estate tax, together with any penalties or interest related thereto, shall be borne by the recipients of the qualified plan benefit (including my estate if it is a recipient of any such benefit) giving rise to such supplemental federal estate tax in proportion to their respective interests therein. Page 16 ARTICLE ELEVEN XI. Miscellaneous Provisions: A. As used in this Will, the following terms shall have the following meanings: 1. "Internal Revenue Code" shall mean the Internal Revenue Code of 1986, as amended, or the corresponding provision of subsequent law. 2. "Issue" shall mean my children and their descendants, whether natural or adopted. B. Whenever a discretionary distribution of net income or principal is permitted pursuant to any trust created by this Will, if such distribution may be made in whole or in part to a person who is then a trustee of such trust, such person may not participate in any way in the decision whether to make such distribution. No trustee who is under a legal obligation to support a beneficiary of a trust created hereunder shall participate in the exercise of any discretion granted to the trustees of that trust to distribute net income or principal in discharge of that legal obligation. Furthermore, no trustee shall enter into any reciprocal arrangement with any other trustee for the purpose of indirectly exercising a power prohibited hereunder. C. Whenever a fiduciary is directed to distribute property to or for the benefit of any beneficiary who is either (a) under twenty-one (21) years of age, or (b) a legal disability, or otherwise suffers from an illness or mental or physical disability that would make distribution directly to such beneficiary inappropriate (as determined in such fiduciary's sole discretion exercised in good faith), then that fiduciary may, from time to time, without liability on the part of the Page l7 fiduciary to see to the application of such property: 1. Distribute such property to the person who has custody of such beneficiary; 2. Apply such property for the benefit of such beneficiary; 3. Distribute such property to a custodian for such beneficiary, whether then serving or selected and appointed by the fiduciary (including the fiduciary), under any applicable Uniform Transfers to Minors Act or Uniform Gifts to Minors Act; 4. Distribute such property to the guardian of such beneficiary's estate; 5. Distribute such property directly to such beneficiary's estate; or 6. Distribute such property directly to such beneficiary,. This provision shall not in any way operate to suspend such beneficiary's absolute ownership of such property or to prevent the absolute vesting thereof in such beneficiary. D. Except as otherwise maybe provided in this Will, during the continuance of any of the trusts created under the provisions of this Will, and thereafter until the property is distributed to and received by any beneficiary hereunder, the principal sums so held in trust for any beneficiary, respectively, and the income thereof, shall not be subject to or liable for any contracts, debts, engagements, liabilities, or torts of such beneficiary, now or hereafter made, contracted, incurred, or committed, but shall be absolutely free from the same, and any such beneficiary shall have no power to sell, assign, or encumber all or any part Page 18 of the principal sums or such beneficiary's interest therein, respectively, or the income thereof, or to anticipate the income. E. A corporate fiduciary shall be entitled to receive compensation for its services hereunder in accordance with its schedule in effect when the services are performed, but not in excess of such compensation as would be approved by a court of competent jurisdiction. An individual fiduciary shall be entitled to receive reasonable compensation for fiduciary's services rendered hereunder. F. Notwithstanding any other provision of this Will, upon the expiration of twenty-one (21) years after the death of the last survivor of my issue living at my death, any trusts created by this Will shall forthwith terminate, and the trust property shall be distributed to the beneficiary then entitled to the income of the trust property or, if there is more than one beneficiary, to the beneficiaries then entitled to the income of the trust property, in proportion to their respective interests therein or, if such interests are not defined, in equal shares to such beneficiaries. IN WITNESS WHEREOF, I have hereunto set my hand and seal to this my Last Will and Testament, consisting of nineteen (19) typewritten pages, this ~ day of December, 2000. ^ , 7 -'/j J\~~ f JLQJ~- < Mi, RY Ii. ROSENBEJiG Page 19 We, the undersigned, hereby certify that the foregoing Will was signed, sealed, published and declared by the above-named Testatrix, MARY E. ROSENBERG, as and for her Last Will and Testament, in the presence of us, who at her request and in her 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 Testatrix was of sound and disposing mind and memory. ."1 /-J '1.1 / //-zI.-_ /a^/'~ ,pi t11.. f/?4'''I(W'4.-t, l) residing at C)(~ I~PP) 41- 72Y~~l~at #bJ Pit-. COMMONWEAL TH OF PENN8YL VANIA 88.: COUNTY OF DAUPHIN We, the Testatrix, and'~..Q"'() t9 fYI, Ucr\~nlh.lmd OZ-\ \ \-\.J(")ctj'(~~\- the witnesses, respectively, whose names are signed to the foregoing instrument, being first duly sworn, do hereby declare to the undersigned authority that the Testatrix signed and executed the instrument as her Last Will, that she had signed willingly, and that she executed it as her free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of the Testatrix, signed the Will as witness and that to the best of her /her knowledge the Testatrix was at that time eighteen years of age or older, of sound mind and under no constraint or undue influence. g,\O;;;;)y E. ~ol};;BEit:) e.,21A1t t~~. Witness '.j ?A::6~~~ Subscribed, sworn to and acknowledged before me, a Notary Public, by the Testatrix, MAR Y E. ROSENBERG, and subscribed and sworn to before me by the witnesses thereto, --+>-a 'fO"<.x \c5) (\r,. ~1{j-\,-'cvY-c, and IC\~L~ \ \-\'-"t'CX~i~~()\- thisci8!Ja"y of December, 2000. CYU.A &>'d &2 .!:::::=:: ( Notary Public [SEAL] [44957.5] NOTARiAl SEAl ClmMl. BAKER NOTARY PlJ9l.IC HARRISBURG, DAUPHIN COUNTY M't COMMISSION PIR JAN. 13 200!