HomeMy WebLinkAbout12-09-05
Register of Wills of Cumberland County, Pennsylvania
PETITION FOR GRANT OF LETTERS
Estate of Thomas J. Schaedler. Jr. No. {A 1- 05 - t D u1
also known as
. Deceased Social Security No. 186-34-1828
Petitioner{sl,wholsllll1l 18 years of age orolder,apply(ies) lor:
(COMPLETE "A" OR "B" BELOW:)
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r;(l A. Probate and Grant of Letters and aver that Petitioner is the executor named in the Last Will of~e Dece~t. Ff?
IX I dated November 27,2005 and codicil(s) dated .-.Q R E:S
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StIIllIrelevantcircumstances,e,g.,renunc:lation,deathofexecutor,ete. __i.J'C":-'~ '" f._J
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Except as follows. Decedent did not marry, was not divorced, and did not have a child bom or adopted after.Je~~tion :C!?the d();,ufiJ~nts
offered for probate; was not the victim of a killing and was never adjudicated incompetent: -co .~:.j N; cI]
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n B. Grant of Letters of Administration . .
(d.b,n.c.ta.:pendenlelile;duranleabllentla;durllntemlllOfit<lle)
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:
I Name Relationship Residence I
(COMPLETE IN ALL CASES:) Attach additional sheets if necessary.
Decedent was domiciled at death in Cumberland County, Pennsylvania. with his/her last family or principal residence at 40 Goltview Road.
Camo Hill. East Pennsboro Townshio. Cumberland Countv. Pennsvlvania 17011
(~ststreet,numberandm~nlcipalilyl
Decedent. then.ID... years of age. died November 27.2005, at Holy Spirit Hospital. N. 21" Street, Camp Hill, PA
Decedent at death owned property with estimated values as follows:
(If domiciled in PAl All personal property............................................................................................$1.000.000.00
(If not domiciled in PAl Personal property in Pennsyivania ...........................................................................$
(If not domiciled in PAl Personal property in County .....................................................................................$
Value of real estate in Pennsylvania $ 0.00
T oial ................ ..................................................................................... ................................ .......... $1.000,000.00
Real Estate situated as follows: None
Wherefore. Petitioner(s) respectfully request(s) the probate of the last Will and Codicil(s) presented with this Petition and the grant of letters in the appropriate
form to the undersigned:
Si nature T ad or rinted name and residence
Rosema A. Schaedler
40 Golfview Road
Cam Hill, PA 17011
FormRW-tPage1of2 (CumbeRimd Counly)-Rev.9192
Register of Wills of Cumberland County, Pennsylvania
OATH OF SUBSCRIBING WITNESS
Estate of Thomas J. Schaedler. Jr. No. .;t I - 05 - 10 V,
also known as
, Deceased
Antoinette Alitto and
Antoinette S. Mandich
(each) a subscribing witness to the 0 codicil(s) )l[Will(s) presented herewith, (each) being duly qualified according to law
depose(s) and say(s) that she/he/they was/were present and saw the above Testator(rix) sign the same and that
she/he/they signed as a witness at the request of Testator(rix) in his/her/their presence an<Uil"in the presence of each
other 0 in the presence of the other subscribing witness(es).
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3806 Dorset Drive. Mechanicsburo. PA 17050
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Sworn to or affirmed and subscribed
before me this ~ day of COMMONWEALTH OF PENNSYl~
, 2a::::fS PENNY SNO;~RIAl SEAL ANIA
Calllp Hill Boro ~E, Notary PUbUc
My Commission t~Jl~mb:and COIlnt)'
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(5ignalureand$ealolN NOTE: To be taken by officer authorized to administer oaths.
qualif~ toadministurouths. Show dated Please have present the original or copy of Instrument(s)
expiralionofNotafy'scommission.) at time of notarization.
Hj()5,H05 REV ]/05
This is to certify that the information here given is correctly copied from an original certificate of death duly filed with me as
Local Regi~trar. The original certificate will be forwarded to the State Vilal Records Office for pcrtmnen.) filing,
WARNING: It is illegal to duplicate this copy by photostat or photograph.
Fee for this certitlcate, $6.00 't~c<~f::~
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Oath of Personal Representative
Commonwealth of Pennsylvania
County of Cumberland
The Petitioner above-named swear(s) and affirm(s) that the statements in the foregoing Petition are true and correct to
the best of the knowledge and belief of Petitioner and that, as personal representative of the Decedent, Petitioner(s) will well
and truly administer the estate according to law. J --'.-4
Sworn to and affirmed and subscribed ~ a. ' /~
before me this --9-- day of Rosemary A. Sch r
_DE.Cl::1Yl5~ 2005
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Estate of Thomas J. SchaedlerJr..Deceased ' , '71
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Social Security No: 186"34-1828 Date of Death: November 27.2005 _ CJ
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AND NOW, .Dt:C.0'Yl0E:R 9,2005, in consideration of the Petition on the reverse side hereon,
satisfactory proof having been presented before me,
IT IS DECREED that Letters ~ Testamentary 0 of Administration
d.b.n.c.t.: pendente lite; duranteaentia; durante mlnolilat&
are hereby granted to Rosemary A" Schaedler, Executor
in above estate and that the instrument(s) dated November 27, 2005 described in the Petition be
admitted to probate and filed of record as the Last Will of the Decedent.
FEES
Letters.................... $ 660.00 P.l.L.f1[l~~wJ.au~
Register O~S'1 fI ~l:\lJu In
ShortCertificate(s) 10. $ 40.00 "-f21AVI/'~rG
Renunciation......... $
Affidavit (1 )............. $ 3.00 ()
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JCP Fee................ $ 10.00 Attorney: Robert R" Church, Esa.
1l'l..IlRtiil)...W.\hk.... $ 15.00 I.D. No. 40385
OtI'lBfr...AUlD...... $ 5.00 Address: P.O" Box 11963
Harrisbura. PA 17108-1963
TOTAL......... $ ,YU:i9 Telephone: (717) 255-8059
'730.00
Form RW-1 Page2of2Cl.mberIsndCountyl- Rev.lW2
Last Will and Testament
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THOMAS J. SCHAEDLER. JR. - C) ~o
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I, THOMAS J. SCHAEDLER, JR., of East Pennsboro Township, CumberlaruLCountY, ' .r'
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Pennsylvania, do make, publish and declare this to be my Last Will and Testament, 'hereby ('":) ",-')C..,
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revoking all prior Wills and Codicils.
ITEM I: Familv Information. I am married to ROSEMARY A. SCHAEDLER, and
all references to my wife in this Will are to her. I have two children: ELIZABETH ANN
SCHAEDLER (born December 21, 1969) and ANTOINETTE M. SCHAEDLER (born April 25,
1972). These and any other children born to or adopted by my wife and me are described in this
Will as "my children," or as "a child of mine." Any person born to or adopted by a child of mine
is to be included as my issue. Provided, however, no adopted person shall benefit under this Will
unless the order or decree of adoption is entered before the adopted person attains the age of
twenty-one (21) years.
ITEM II: Death Taxes. I direct that all inheritance and estate taxes payable with
respect to property passing under this Will shall be paid by the Executor out of the residue of my
estate, as an expense and cost of administration of my estate, except that no taxes shall be
charged against any gift qualifying for the marital or charitable deduction in my estate. All other
inheritance or estate taxes due by reason of my death shall be apportioned under Pennsylvania
and Federal law and such taxes shall be paid by the recipients of such property. However, the
Executor is authorized, in the sole discretion ofthe Executor, to pay from the residue of my
estate, without apportionment, all or part of such taxes on insurance or other property passing
outside this Will.
Page I
ITEM ill: Debts and Final Exoenses. I direct the Executor to pay the expenses of my
last illness, my legally enforceable debts, and my funeral expenses from the residue of my estate
as an expense and cost of administration of my estate.
ITEM IV: Tangible Personal Property.
(a) Memorandum. I may leave a written list in my safe deposit box or
elsewhere disposing of certain items of my tangible personal property. The Executor
shall dispose of items of my personal property as specified in the written list. If no
written list is found in my safe deposit box or elsewhere and properly identified by the
Executor within thirty (30) days after the probate of my Will, it shall be presumed that
there is no other statement or list. Any subsequently discovered list shall be ignored.
(b) If Mv Spouse Survives Me. If I die before my wife, I give to her all my
tangible personal property which is not set forth in the above described written list,
including but not limited to, all of my household furniture and furnishings, books,
pictures, jewelry, silverware, automobiles, wearing apparel and all other articles of
household or personal use or adornment and all policies of insurance thereon.
(c) If I Survive Mv Spouse. If I survive my wife, I give any property of the
type described in this Item and not set forth in a written list to my children, to be divided
between them on the basis of choices made in order determined by lot and rotation, and
the values as finally determined for federal estate tax purposes (or, if none, then the
values as finally determined for state death tax purposes) shall be determinative with
regard to the values of the property chosen, and any ultimate disparity between my
children shall be equaled by such payments between them as may be necessary. If any
one of my children is not then living, but is survived by then living issue, the choices to
which she would have been entitled shall be made by hislher issue, per stirpes, again, in
order determined by lot and rotation, My Executor may deliver any property to which a
Page 2
minor is entitled to the person with whom the child resides or who has the care or control
of him or her (without bond), and the receipt of that person shall be a complete release of
the Executor.
ITEM V: Schaedler- Y esco Distribution. Inc. Stock.
(a) Beauest to Elizabeth Ann Schaedler. I give and bequeath to my daughter
ELIZABETH ANN SCHAEDLER, if she survives me, an amount of my shares of
Schaedler- Y esco Distribution, Inc. (the "SYD Shares") having an aggregate fair market
value of One Million Dollars ($1,000,000), with the number and value ofthe SYD Shares
to be based upon the value of such stock as finally determined for federal estate tax
purposes in connection with the administration of my estate. The Executor's
determination of the number ofSYD Shares passing under this Item V, based upon final
federal estate tax value of the SYD Shares, shall be conclusive and binding upon all
persons and for all purposes.
(b) Balance of the SYD Shares. If my wife survives me, I give and bequeath
the balance of the SYD Shares to the Trustee (hereinafter named) to be added to the
Bypass Trust and/or to the Marital Trust (hereinafter described), as determined by the
Executor. If my wife does not survive me, and except as otherwise provided below, I
direct the Executor to liquidate the balance of the SYD Shares, in accordance with any
applicable buy-sell arrangement or agreement that shall be in effect on the date of my
death or thereafter and I further authorize and direct the Executor and/or the Trustee to
enter into and abide by any and all such stockholder restrictive agreement(s) and/or voting
trusts upon such terms as the Executor and/or the Trustee shall determine, from time to
time. Nevertheless, if my wife shall not survive me, and in connection with the division
of my trust property or residuary estate in equal shares among my children, as hereinafter
provided, I authorize the Executor and/or the Trustee to distribute as much as all of the
balance of the SYD Shares to my daughter ELIZABETH ANN SCHAEDLER as part of
Page 3
her equal share of my residuary estate, and/or her equal share of the residue of any such
trusts established hereunder. It is my desire that, to the greatest extent possible, my
daughter ELIZABETH ANN SCHAEDLER shall obtain the maximum number of the
SYD Shares so long as my daughter ANTOINETTE M. SCHAEDLER receives an
equivalent distribution upon the death of my wife.
ITEM VI: Residue. I give the residue of my estate to be divided into three separate
shares, as follows:
(a) Bvoass Trust: The Bypass Trust shall consist of a fraction of my
residuary estate. The numerator shall be a sum equal to the largest amount that can pass
free of federal estate tax under my Will by reason of the applicable credit allowable to my
estate and after taking account of my lifetime taxable gifts, if any, and taking account of
other dispositions under this Will and property passing outside of this Will which does
not qualifY for the marital or charitable deduction and after taking account of charges to
principal that are not allowed as deductions in computing my federal estate iax. The
denominator shall be the value of my residuary estate. For purposes of establishing this
fraction, the values finally fixed in the federal estate tax proceeding relating to my estate
shall be used. I recognize that the numerator of this fraction may be zero (0), in which
case no property shall pass to the Bypass Trust. I also recognize that the numerator may
be affected by the actions of the Executor in exercising certain tax elections.
(b) Marital Trust: If my wife survives me, and in that event only, the Marital
Trust shall consist of the balance, if any, of the SYD Shares.
(c) The residue of my estate shall be distributed outright and free of all trust to
my wife, ROSEMARY A. SCHAEDLER, if she survives me. If my wife does not
survive me the residue of my esiate shall constitute the Bypass Trust.
Page 4
ITEM VII: Bvoass Trust. The following provisions shall apply to the Bypass Trust:
(a) Name of Trust. This Trust shall be known as the Thomas J. Schaedler, Jr.
Bypass Trust.
(b) Income to Spouse. The Trustee shall pay to or for the benefit of my wife
all of the net income of this Trust in convenient installments, but not less frequently than
annually.
(c) PrinciDal to SDouse. The Trustee shall pay to or apply for the benefit of
my wife so much of the principal of this Trust as may be necessary or appropriate for any
purpose. In making distributions under this paragraph, the Trustee is encouraged to be
generous to my wife.
(d) SDecial Power of ADDointment. Upon the death of my wife the Trustee
shall pay over all of the remaining principal and income of the Bypass Trust among my
then-living issue, as my wife may direct by making specific reference to this special
power of appointment in her Last Will. In no event may this power of appointment be
exercisable in favor of my wife, her esiate, her creditors, or the creditors of her estate.
(e) Failure to Exercise Power of ADDointment. If the foregoing special power
of appointment is not exercised by my wife, then upon the death of my wife, the Trustee
shall divide the unappointed trust principal and undistributed income into as many equal
parts as there are then living children of mine and then deceased children of mine
represented by then living issue. If my daughters are then living, the Trustee shall
distribute their respective shares outright to them.
ITEM VIII: Marital Trust. The following provisions shall apply to the Marital Trust:
Page 5
(a) Name of Trust. This Trust shall be known as the Thomas J. Schaedler, Jr.
Marital Trust.
(b) Income to Spouse. The Trustee shall pay to or for the benefit of my wife
all of the net income of this Trust in convenient installments, but not less frequently than
annually.
(c) Principal to Svouse. The Trustee shall pay to or apply for the benefit of
my wife so much of the principal of this Trust as may be necessary or appropriate for any
purpose, provided that the SYD Shares shall not be distributed during my wife's lifetime.
If the SYD Shares are sold or liquidated dtning my wife's lifetime the Trustee is
encouraged to be generous to my wife, or in making principal distributions for her
benefit.
(d) Death ofSvouse. Upon the death of my wife, the Trustee shall pay all
accrued income and all income accumulated but undistributed to the estate of my
deceased wife. The Trustee shall thereafter transfer the principal of this Trust to the
Bypass Trust to be held, administered and distributed in accordance with the provisions
thereof.
(e) If Svouse Does Not Survive. If my wife should not survive me, the
Marital Trust shall be void. The part of my estate which would have constituted the
Marital Trust shall instead be added to the Bypass Trust to be disposed of for all purposes
in accordance with the provisions thereof.
(f) OTIP Election. The Executor is authorized in the Executor's exclusive and
unrestricted discretion to determine whether to elect (under Section 2056(b )(7) of the
Internal Revenue Code of 1986 as amended, or any corresponding provision of the federal
estate law), to qualify all, none or a fraction of the Marital Trust for the federal estate tax
Page 6
marital deduction. The Executor's decision with respect to this election shall be binding
upon all persons. Only property which is fully eligible for the marital deduction under
federal estate tax law shall be assigned to the Marital Trust. Notwithstanding anything to
the contrary contained in this Will, the Trustee shall not retain or invest in any property
which is or becomes unproductive. Notwithstanding any other provision of this Item, the
Trustee shall promptly pay to the Executor of my wife's estate, out of the principal of the
Marital Trust upon the death of my wife, an amount equal to the estate, inheritance,
transfer, succession and other death taxes ("death taxes"), federal, state and other, payable
by reason of the inclusion of the value of trust property in my wife's esiate. This payment
shall equal the amount by which (I) the total of the death taxes paid by my wife's estate
exceeds (2) the total of the death taxes which would have been payable if the value of the
trust property had not been included in her esiate. My wife's Executor shall determine the
amount payable, and the determination shall be [mal. The determination of the amount
due shall be based upon values as finally determined for federal estate tax purposes in my
wife's estate. After payment of the amount determined to be due hereunder, the Trustee
shall be discharged from any further liability with respect to payment. My wife may
waive her estate's right to payment under this subparagraph by Will, executed after my
death, in which she specifically refers to this right.
ITEM IX: Other Trust Provisions. The following provisions shall apply to all trusts
created under this Will:
(a) Trust Without Beneficiaries. Ifbefore final distribution of the assets of
any Trust established for my issue, there is no living beneficiaty of that Trust, it shall
terminate. The assets of the Trust shall be paid to the then living issue, on a per stirpital
basis, of the nearest deceased ancestor (with issue living at the time of distribution) of the
beneficiary who is me or my issue. However, if there is then in existence any trust
created under this Will for the benefit of that issue, the share which would have been
Page 7
distributed to that issue shall be added to the principal of his or her trust, to be
administered and distributed as provided in this Will.
(b) Rule Against PeJ;petuities. Notwithstanding any other provision of this
Will, each Trust arising under this Will shall terminate no later than twenty (20) years
after the death of the last to die of my parents' issue living at the time of my death. Upon
termination, the principal shall be distributed to the then income beneficiary of the Trust.
(c) Failure of Issue. In the event I am not survived by my wife or any issue, or
if there are no issue of mine surviving upon the termination of any trust established in this
Will, the residue (or principal) thereof shall be distributed to my wife's sister,
ANTOINETTE A. HEIGL, or to her then-surviving issue, per stirpes.
(d) Special Provisions for "S" COll'oration Stock. Any trust created under this
Will that holds stock of an S corporation shall qualifY as either a "qualified Subchapter S
trust" or an "electing small business trust" under Section 1361 of the Internal Revenue
Code. With respect to any stock of an S corporation which is an asset of my gross estate,
if an election is effectively made pursuant to Section 1361(d)(2) of the Internal Revenue
Code to treat the trust as a qualified Subchapter S trust, then (i) during the lifetime of the
current income beneficiary all of the income of the trust shall be paid to that income
beneficiary at least annually and during the lifetime of that income beneficiary only that
income beneficiary may receive distributions of income or principal from the trust, and
(ii) in the event of the termination of the trust for any reason during the beneficiary's
lifetime, all income and principal of the trust shall be distnbuted to that income
beneficiary. Any provision of this Will which may appear to conflict with or in any way
defeat the this intention shall be so construed or applied as to accomplish it. The Trustee
is authorized to segregate the stock of an S corporation into a separate trust, and in such
event the provisions of this Paragraph (d) shall apply only to the separate trust holding the
stock of an S corporation.
Page 8
ITEM X: Spendthrift Clause. No part of the income or principal of any Trust
created by this Will shall be subject to attachment, levy or seizure by any creditor, spouse,
assignee or trustee or receiver in bankruptcy of any beneficiary prior to his or her actual receipt of
income or principal distributed. The Trustee shall pay the net income and the principal to the
beneficiaries specified by me, as their interests may appear, without regard to any attempted
anticipation, pledging or assignment, and without regard to any claim or attempted levy,
attachment, seizure or other process against the beneficiary.
ITEM XI: Administrative Powers. In addition to the powers granted at law, the
Executor and the Trustee shall each possess the following powers, each of which shall be
construed broadly and may be exercised without court approval, but in a fiduciary capacity only:
(a) Retain fuvestments. To retain any investments I have at my death,
including specifically those consisting of stock of any bank even if I have named that
bank as the Executor or Trustee.
(b) V my Investments. To vary investments, to make loans, and to invest in
bonds, stocks, notes, real estate mortgages or other securities or in other property, real or
personal, without being restricted to so-called "legal investments", and without being
limited by any statute or rule of law regarding investments by fiduciaries.
(c) Divide Principal. In order to divide the principal of a Trust or for any
other pmpose, including final distributions, the Executor and Trustee are authorized to
divide and distribute personal property and real property, partly or wholly in kind, and to
allocate specific assets among beneficiaries and Trusts so long as the toial market value
of each share is not affected by the division, distribution or allocation in kind. The
Executor and Trustee are each authorized to make, join in and consummate partitions of
lands, voluntarily or involuntarily, including giving of mutual deeds, or other obligations,
with as wide powers as an individual owner in fee simple.
Page 9
(d) Sell Pronertv. To sell either at public or private sale real and personal
property severally or in conjunction with other persons, and to consummate sale(s) by
deed(s) or other instrument( s) to the purchaser(s), conveying a fee simple title. No
purchaser shall be obligated to see to the application of the purchase money or to make
inquiry into the validity of any sale(s). The Executor and Trustee are authorized to
execute, acknowledge and deliver deeds, assignments, options or other writings as
necessary or convenient to any of the power conferred upon the Executor and Trustee.
(e) Encumber Real Estate. To mortgage real estate, and to make leases of real
estate.
(f) Borrow Monev. To borrow money from any person, including the
Executor or Trustee, to pay indebtedness of mine or of my estate, expenses of
administration or inheritance, legacy, estate and other taxes, and to assign and pledge
assets of my estate or any Trust established by this Will. However, this shall not be
construed to authorize borrowing which would jeopardize any marital deduction elected
for a Trust created under this Will.
(g) Pay Costs. To pay all costs, iaxes, expenses and charges in connection
with the administration of my estate or any Trust established under this Will.
(h) Make Distributions. To make distributions of income and of
principal to the proper beneficiaries, during the administration of my estate, with
or without court order, in such manner and in such amounts as the Executor
deems prudent and appropriate.
(i) Powers with Respect to Stock. To vote shares of stock which form a part
of my estate or any Trust eSiablished under this Will, and to exercise all the powers
incident to the ownership of stock.
Page 10
(j) Unit with Other Owners. To unite with other owners of property similar to
property in my estate to carry out plans for the reorganization of any company whose
securities form a part of my estate.
(k) Disclaim. To disclaim any interest in property which would devolve to me
or my estate by whatever means, including but not limited to the following means: as
beneficiary under a will, as an appointee under the exercise of a power of appointment, as
a person entitled to take by intestacy, as a donee of an inter vivos transfer, and as a donee
under a third-party beneficiary contract.
(I) Tax Powers. To prepare, execute and file tax returns of any type required
by applicable law, including but not limited to filing a joint tax return with my surviving
spouse, and to make all tax elections authorized by law.
(m) Employ Advisors. To employ custodians of property, investment or
business advisors, accountants and attorneys as the Executor or Trustee deems
appropriate, and to compensate these persons from assets of my esiate or trust, without
affecting the compensation to which the Executor and Trustee are entitled.
(n) Divide Trusts. To divide any Trust created in this Will into two or more
separate Trusts so that inclusion ratio for purposes of the generation-skipping transfer tax
shall be either zero or one, in order that an election under Section 2652(a)(3) of the
Internal Revenue Code may be made with respect to one of the separate Trusts, or for any
other reason.
(0) Allocate Exoenses. To allocate administrative expenses to income or to
principal, as the Executor or Trustee deems appropriate. However, no allocation to
income shall be made if the effect of the allocation is to cause a reduction in the amount
of any estate tax marital deduction or estate tax charitable deduction.
Page II
(P) Basis Adjustment. To make any adjustment to basis authorized by law,
including, but not limited to increasing the basis of any property included in my estate,
whether or not passing under this Will, by allocating any amount by which the bases of
assets may be increased. The Executor shall be under no duty and shall not be required to
allocate basis increase exclusively, primarily, or at all to assets which pass as part of my
probate estate as opposed to other property for which a basis adjustment is allowable.
The Executor shall allocate basis increase equitably among those beneficiaries receiving
property as a result of my death, but shall not be liable to any person, nor subject to
removal or surcharge, for any reasonable allocation of basis increase.
(q) Compromise Claims. To compromise claims.
(r) Terminate Trusts. To terminate any trust, if in the opinion of the Trust
Protector, the expense of administration of the trust is not justified. Upon termination,
the Trustee shall distribute the trust property to the person(s) then entitled to receive or
have the benefit of the income therefrom. If there is more than one current income
beneficiary, the Trustee shall distribute trust assets to the income beneficiaries in the
proportion in which they receive income, or if no proportion is designated, in equal shares
to the income beneficiaries. This power may only be exercised by the Trust Protector or
by a Trustee who is an independent Trustee, and this power shall be ineffective to the
extent that the effect of the power is to vest in any Trustee or beneficiary a general power
of appointment.
(s) Other Acts. To do all other acts in his or her judgment necessary or
desirable for the proper and advantageous management, investment and distribution of
the estate and Trusts eSiablished under this Will.
ITEM XII: Accounting. The Trustee, on an annual basis, shall provide each income
beneficiary who has attained the age of eighteen (18) years, and the Guardian of the person of any
Page 12
income beneficiary who has not attained the age of eighteen (18) years, statements showing
transactions of each Trust established for the benefit of that beneficiary. The beneficiary, or the
Guardian of the person of such beneficiary, may waive this right to receive an annual accounting.
The Trustee may, at any time, settle any account, or questions concerning the administration of
any Trust established under this Will, by agreement with the then current income beneficiaries of
the Trust, if legally competent, or if not legally competent, with the Guardian of the person of the
beneficiary, the legally competent spouse of the beneficiary, or the oldest legally competent
relative of the beneficiary who would take a portion of the estate of the beneficiary were the
beneficiary to die at that time intestate under the laws of the Commonwealth of Pennsylvania.
Any settlement made in accordance with this Item shall bind all persons who have an interest in
the Trust, and shall constitute a release and discharge of the Trustee with respect to transactions
specified in the settlement.
ITEM XIII: Distributions to or for Beneficiaries. The Trustee is authorized to
distribute principal and/or income in anyone or more of the following ways if the beneficiary is
under the age of twenty-five (25) years, or if the Trustee, in the discretion of the Trustee,
considers the beneficiary unable to apply distributions to the beneficiary's own best interests, or if
the beneficiary is under a legal disability:
(a) Directly to the beneficiary;
(b) To the legal guardian or conservator of such beneficiary;
(c) To the Trustee, or to another person selected by the Trustee, as Custodian
under the Pennsylvania Uniform Transfers to Minors Act as to a beneficiary under the age
of twenty-five (25) years;
(d) To a relative of the beneficiary, to be expended by that relative for the
benefit of the beneficiary; or
Page 13
(e) By directly applying distributions for the benefit of the beneficiary.
This power shall not apply to any distribution to my wife from any trust which has qualified for
the marital deduction in my estate, if the effect of the power is to jeopardize the marital
deduction.
ITEM XIV: Merger of Trusts. Should my wife by Will or Agreement of Trust,
establish Trusts similar to the Trusts I have established for the benefit of my issue, the Trustee of
each Trust created in this Will shall have the right to merge it with the similar Trust created by
my wife for the same beneficiaries. If merged, the Trustee shall opemte the merged Trusts as a
single Trust.
ITEM XV: Survival. Any person (other than my wife) who has died within thirty (30)
days of my death, or under such circumstances that the order of our deaths cannot be established
by proof, shall be deemed to have predeceased me. Any person (other than my wife) who has
died at the same time as any beneficiary under this Will, or in a common disaster with that
beneficiary, or under such circumstances that the order of deaths cannot be established by proof,
shall be deemed to have predeceased that beneficiary. In the event of our simultaneous deaths
my wife shall be presumed to have survived me.
ITEM XVI: Trust Situs. The initial situs of each Trust created under this Will shall be
the county where I am domiciled at the time of my death. The Trustee may determine, from time
to time, to change the situs of any Trust established under this Will. However, no change in situs
shall be effective until written notice is provided to the living beneficiaries of the Trust.
ITEM XVII: Executor and Trustee. I make the following provisions with respect to the
Executor and the Trustee:
Page 14
(a) Executor. I name my wife, ROSEMARY A. SCHAEDLER, as my
Executrix. If she is unable or unwilling to serve, I name my daughters, ELIZABETH
ANN SCHAEDLER and ANTOINETTE M. SCHAEDLER, to selVe with ROBERT R.
CHURCH as my alternate Co-Executors. I direct that my Executrix and my alternate Co-
Executors, herein referred to as my Executor regardless of number or gender, serve
without bond in any jurisdiction in which called upon to act.
(b) Trustees. I name my wife, ROSEMARY A. SCHAEDLER, and ROBERT
R. CHURCH, as my Co-Trustees. I direct that my Co-Trustees, herein referred to as the
Trustee regardless of number or gender, serve without bond in any jurisdiction in which
called upon to act.
(c) Alternate Trustees. If my wife shall be unable or unwilling to act as a Co-
Trustee, then my daughters, ELIZABETH ANN SCHAEDLER and ANTOINETTE M.
SCHAEDLER, or the survivor of them, shall serve with ROBERT R. CHURCH as my
Trustee. I direct that not less than two individuals (one of whom shall be an attorney)
shall selVe as the Trustee at all times. If Robert R. Church, Esq. shall be unable or
unwilling to serve as the independent Co-Trustee, his successor should be some other
attorney appointed by the law firm with which he is associated, or was last associated.
(d) Delel!:ation. Any Trustee may delegate investment and related
management functions to another Trustee, provided the other Trustee accepts the
delegation in writing. To the extent accepted, the delegating Trustee shall be relieved of
responsibility for the investment decisions of the Trustee to whom investment and related
management functions were de1e~ated.
(e) Resignation. Any Trustee may resign upon ninety (90) days written notice
to the then income beneficiary and each adult sui juris remainder beneficiary of the Trust;
Page 15
provided, however, that the resignation shall not become effective until and unless at least
one person is then serving as Trustee of the affected Trust.
(1) ResDonsibilitv. No Trustee shall be responsible for the acts or omissions
of any other Trustee.
(g) Dutv to Investigate. In the absence of actual knowledge of a breach of
trust, or information concerning a possible breach of trust that would cause a reasonable
person to inquire, a successor Trustee is under no duty to examine the accounts and
records of any predecessor Trustee, or to inquire into the acts or omissions of such
predecessor, is not liable for any failure to seek redress for any act or omission of such
predecessor, shall have responsibility only for property which is actually delivered to the
Trustee by such predecessor and shall have all of the powers conferred upon a Trustee
hereunder.
(h) Compensation. The Executor, all Trustees shall each have the right to
receive reasonable compensation for setVices rendered and reimbursement for reasonable
expenses.
(i) Standard of Care. The Trustee shall not be liable or accountable for any
loss that may result from the good faith exercise of the authority granted in this Will.
This shall specifically include decisions of the Trustee with respect to discretionary
distributions of income and/or principal to any beneficiary.
G) Security. The Executor and the Trustee and their successors are
specifically relieved from the duty of filing bond or entering security.
(k) Power ofIndependent Co-Trustee. No discretionary distributions of
principal or income shall be made to any beneficiary who is a Co-Trustee unless such
Page 16
distributions are approved by Robert R. Church, Esq. (or his successor) as the
independent Co-Trustee.
(1) Additional or Substitute Trustees. To the extent as may be required by any
stockholder restrictive agreement or other document concerning the SYD Shares, I
autho1:ize the Trustee to appoint, remove and replace such successor or substitute Trustees
as may be required from time to time.
IN WITNESS WHEREOF, I have set my hand and seal to this, my Last Will and
Testament, consisting of this and the preceding sixteen (16) pages, at the end of each page of
which I have also set my initials for greater security and better identification this ~7 day
of tJ 0 IJ-CA01 be r-. 2005.
,~~ ~!:tSEAL)
THOMAS J. S HAEDLER, JR
We, the undersigned, hereby certify that the foregoing Will was signed, sealed, published
and declared by the above-named Testator as and for his Last Will and Testament, in the
presence of us, who, at his request and in his presence and in the presence of each other, have
hereunto set our hands and seals the day and year first above written, and we certifY that at the
time of the execution thereot: the said Tesiator was of sound and disposing mind and memory.
AJ~~ (SEAL) Residing at <f I 'i1 IS-+L 'St-
~\nIk; t ~~AL) ~<:.u) eu m \:,p"lo..l'-~ I ~A /7070
Residing at ~ ~<Xo het S'<- t DI'.
M~al'\:d"<1~ fA 17of'O
I
AFFIDAVIT
COMMONWEALTH OF PENNSYLVANIA )
) SS:
COUNTY OF DAUPIDN )
we,A~\n€-ik A\:~ and All to;I\~J,,- ), fiJ;J, , the
Witnesses whose names are signed to the attached or foregoing instrument, being duly qualified
according to law, do depose and say that we were present and saw Testator, THOMAS J.
SCHAEDLER, JR, sign and execute the instrument as his Last Will and Testament; that Testator
signed willingly and that he executed said Will as his free and voluntary act for the purposes
therein expressed; that each ofus in the hearing and sight of the Tesiator signed the Will as
Witnesses; and that to the best of our knowledge the Testator was at that time eighteen (18) or
more years of age, of sound mind and under no constraint or undue influence.
M~ Aictk _~~S 1l~
Witness Witness
Sworn to and subscribed before
me this :1.7 day of
It?/\ v<? m foe (' ,2005.
Notary Public
My Commission Expires;
(SEAL)