Pennsylvania Bill of Sale

LAST WILL AND TESTAMENT

OF

I, , an adult resident citizen of , County, Pennsylvania, being of sound and disposing mind and memory, do hereby make, publish and declare this to be my Last Will and Testament, hereby revoking any and all other wills and codicils heretofore made by me.

ITEM I.

My wife's name is , and she is sometimes referred to herein as "my Spouse". I have children now living and they are: .

They are herein referred to individually as "my Child" and collectively as "my Children." In the event I have a Child or Children born subsequent to the date of execution of this Will, I direct that each such Child and his or her descendants shall share in my estate to the same extent as provided for my Children herein named.

ITEM II.

I appoint my Spouse as Executrix of my Estate under this Will. I direct my Executrix to pay all of my just debts and obligations which may be probated, registered and allowed against my estate as soon as may be conveniently done. For convenience, the Executrix shall be referred to herein as "Executor."

ITEM III.

I hereby direct my Executor to pay all "death taxes" out of the property devised and bequeathed to THE FAMILY TRUST established under the provisions of Item IX of this Will, to the extent the assets of said trust are sufficient to pay the death taxes.

In the event the assets of THE FAMILY TRUST are not sufficient to pay all death taxes, my residuary estate should be used to pay such taxes to the extent they are in excess of the assets in the trust.

I specifically authorize and direct my Executor, if my Executor deems it in the best interest of my estate and my beneficiaries to request reimbursement of any such death taxes under the provisions of Section 2207A of the Internal Revenue Code of 1986, as amended, and any similar provision of Pennsylvania law or any other law from any qualified terminal interest property included in my estate for purposes of such death taxes.

ITEM IV.

I devise and bequeath to my Spouse, if she survives me, any interest I may own in our residence which is occupied by us as a family home, subject to any indebtedness that may be against our home at my death. If my Spouse shall not survive me, I devise and bequeath my interest in our home to THE FAMILY TRUST created by the provisions of Item IX of this Will.

ITEM V.

I give and bequeath to my Spouse, if she survives me, my automobiles, clothing, books, jewelry, sport equipment and other personal effects owned by me at the time of my death. If my Spouse does not survive me, I bequeath these items of personal property as set forth below.

I direct my Executor to divide all such property into two (2) parts, the first of which shall contain so much of such property as my Executor shall determine that I would wish to have preserved for my Children, and the second of which shall contain the balance of such property.

I give the first of such parts to such of my Children as survive me, to be divided among them as they may agree, or in the absence of such agreement or if one or more of my Children is a minor, as my Executor shall determine. I direct my Executor to dispose of the second portion of such property by sale or otherwise as my Executor shall determine.

ITEM VI.

I give and bequeath all my household furniture, furnishings, ornamental decorations, silverware, china, pictures, linen, glassware and the like located in my home to my Spouse. If my Spouse does not survive me, I bequeath these items to my Children in equal shares, per stirpes.

ITEM VII.

A. In the event I am survived by my Spouse, after the payment of any debts, obligations and expenses of my estate, I devise and bequeath to , as Trustee of THE FAMILY TRUST, provided for in Item IX of this Will, an amount equal to the largest amount that can pass free of federal estate tax under this Item.

B. In the event I am not survived by my Spouse, these assets shall be distributed as part of my residuary estate.

ITEM VIII.

A. I give, devise and bequeath to my Spouse, if she survives me, all the rest and residue of my estate.

B. If my Spouse shall not survive me, then I devise and bequeath the residue of my estate to THE FAMILY TRUST created by the provisions of Item IX of this Will.

C. My Spouse shall have the right to disclaim all or any part of her interest in any property which I have devised or bequeathed to her, whether outright or in trust, provided she shall do so within the time period required by law.

ITEM IX.

The assets conveyed to THE FAMILY TRUST hereof shall be held by , as Trustee, under the terms hereafter set forth, for the benefit of my Spouse and my Children.

A. The Trustee shall distribute to or for the benefit of my Spouse and Children as much of the net income as the Trustee deems advisable for support, maintenance, education and health.

B. In addition to the income distributions, the Trustee may pay principal as advisable for support, maintenance, education and health.

C. Upon the death of my Spouse, the Trustee shall divide the assets of this trust into equal and separate shares, one share for each of my then living Children, and one share for each Child of mine who is then deceased but who is survived by children.

1. The Trustee shall distribute to or for the benefit of the beneficiary of each trust as much of the net income as the Trustee deems advisable.

2. In addition to the net income, the Trustee may distribute principal as advisable.

3. As and when a beneficiary attains the ages stated in the Will, the Trustee shall distribute the applicable portions of that beneficiary's trust estate.

4. In the event of the death of one or more of my Children prior to receipt of his or her entire trust estate, the balance shall be retained in trust for the benefit of that deceased Child's then living children.

5. If at the death of a Child of mine he or she leaves no surviving children, that deceased Child's trust estate shall be distributed in equal shares to the trusts created for my other Children.

D. The Trustee shall permit any beneficiary to elect to have such trust continue for the balance of that beneficiary's life or until distribution is requested.

E. None of the principal or income of this trust shall be liable for the debts or obligations of any beneficiary.

F. In the event all persons designated as beneficiaries die prior to distribution of all trust assets, the assets shall be distributed one-half to my heirs at law and one-half to the heirs at law of my Spouse.

G. This trust shall be designated and known as THE FAMILY TRUST.

ITEM X.

Any beneficiary shall have the right to disclaim all or any part of his or her interest in any property which I have devised or bequeathed to him or her under this Will, whether outright or in trust, provided he or she shall do so within the time period required by law.

ITEM XI.

A. Unless otherwise provided herein, the terms "trust" and "trusts" may be used interchangeably and shall mean all trusts created by this Will.

B. Any trust created by this Will is a private trust. The Trustee shall not be required to obtain the order or approval of any court for the exercise of the Trustee's powers and discretions.

C. The Trustee shall not be required to make physical division of the properties of any trust created herein, except where necessary, but may keep the trusts in one consolidated fund.

ITEM XII.

A. In making distributions to beneficiaries from a trust created under this Will, the Trustee, in the Trustee's discretion, may make payments directly to the beneficiary, to the legal or natural guardian, to a relative or guardian, or by applying the payments for the benefit of the beneficiary.

B. If at any time the Trustee is required to distribute all or any part of the principal of a trust created herein outright to a person who is a minor, the Trustee is directed to continue to hold the share of the minor in trust until the minor attains age twenty-one (21).

C. The interest of every beneficiary of any trust created herein shall vest within the period prescribed by the Rule against Perpetuities.

ITEM XIII.

A. No Trustee shall be required to enter into any bond as Trustee or to file with any court any periodic or formal accounting.

B. The Trustee may resign at any time by giving each of the beneficiaries written notice.

C. If the Trustee dies, resigns or becomes unable to serve, the successor Trustee shall be .

D. The resignation of the Trustee shall become effective upon the qualification of the successor Trustee and submission of a full accounting.

E. Any successor Trustee shall be vested with all the rights, powers, duties and discretions conferred upon the original Trustee.

F. Any bank or financial institution serving as Trustee shall receive reasonable compensation for its services.

G. Unless otherwise provided, in referring to the Trustee, any masculine terminology also includes the feminine and neuter or vice versa and any reference in the singular shall also include the plural or vice versa.

ITEM XIV.

Unless otherwise provided, the administration of any trust herein created and the rights, powers, duties and liabilities of the Trustee shall be governed by the terms and provisions of the Uniform Trustees' Powers Law of Pennsylvania, as amended.

A. To invest or reinvest the funds belonging to the Trust Estate in units of any common trust fund or mutual fund, or any other securities.

B. To receive additional property conveyed to the trust by any person.

C. To distribute income of the trust in cash or in kind.

D. To sell, transfer, convey, mortgage, lease and dispose of the trust property.

E. To determine the allocation of receipts and expenses between income and principal.

F. To invest funds in a common fund established by the Trustee pursuant to law.

G. To merge and consolidate the assets of this trust with another trust.

H. To divide any trust established by this instrument, at any time, without court approval, into two or more separate trusts.

I. To receive and retain all types of property and especially to receive and retain shares of stock in closely-held corporations and non-income producing real estate.

J. To carry out agreements made by me during my lifetime.

K. To borrow money to pay taxes; to exercise subscriptions, rights and options; to pay assessments.

L. To execute and deliver oil, gas and other mineral leases and related instruments.

M. To manage any farm property.

N. To terminate any trust if the Trustee determines the assets are of such small value that continued existence is not in the best interest of the beneficiaries.

ITEM XV.

If my Spouse and I die simultaneously, or under circumstances which make it difficult to determine which of us died first, I direct that my Spouse be deemed to have survived me for purposes of this Will.

ITEM XVI.

A. In the event my Spouse is or becomes unable or unwilling to serve as my Executor, I appoint to serve as my successor Executor.

B. I direct that neither my Executor nor any successor Executor shall be required to make any bond as Executor.

C. My Executor shall have discretion to select property to be distributed in satisfaction of any devise or bequest provided in this Will.

D. No person dealing with my Executor shall be obligated to see to the application of any property delivered to my Executor.

E. My Executor shall have the power to disclaim any part or all of my interest in any property.

F. My Executor may continue any business operations in which I am engaged at my death.

G. I specifically authorize my Executor to borrow such funds as may be necessary to pay my debts, administration expenses, and taxes of my estate.

H. My Executor shall not be required to reduce any or all of my personal or real property to cash during the administration of my estate.

I. My Executor shall take all actions necessary to comply with any agreements made by me during my lifetime.

J. I authorize my Executor to allocate my generation-skipping transfer tax exemption.

K. I further nominate and appoint my Executor herein named to petition the proper Court and to take all necessary action to effect ancillary administration.

IN WITNESS WHEREOF, I have signed and declared this to be my Last Will and Testament on this the day of , .

I, , having signed this Will in the presence of and who attested it at my request on this the day of , at , declare this to be my Last Will and Testament.

The above and foregoing Will of was declared by in our view and presence to be his/her Will and was signed and subscribed by the said in our view and presence and at his/her request and in the view and presence of and in the view and presence of each other, we, the undersigned, witnessed and attested the due execution of the Will of on this the day of , 20.

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PENNSYLVANIA SELF AUTHENTICATING AFFIDAVIT

Commonwealth of Pennsylvania

County of

I, , the testator whose name is signed to the attached or foregoing instrument, having been duly qualified according to law, do hereby acknowledge that I signed and executed the instrument as my Last Will; and that I signed it willingly and as my free and voluntary act for the purposes therein expressed.

Sworn to or affirmed and acknowledged before me by , the testator, this day of , 20.

Testator

Typed Name:

Signature of officer or attorney

Seal and official capacity of officer
or state of admission of attorney

Commonwealth of Pennsylvania

County of

We, and , 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 the testator sign and execute the instrument as his Last Will; that the testator signed willingly and executed it as his free and voluntary act for the purposes therein expressed; that each subscribing witness in the hearing and sight of the testator signed the will as a witness; and that to the best of our knowledge the testator was at that time 18 or more years of age, of sound mind, and under no constraint or undue influence.

Sworn to or affirmed and subscribed before me by and , witnesses, this day of , 20.

Witness

Witness

Signature of officer or attorney

Seal and official capacity of officer
or state of admission of attorney