Delaware Last Will and Testament

Last Will and Testament

OF

I, , an adult resident citizen of , County, Delaware, 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.

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, to be held, administered and disposed of in accordance with the terms of that trust.

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. The proceeds of any such sale shall be distributed in accordance with the provisions of Item IX of this Will.

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. I may leave a separate memorandum containing directions for the specific disposition to be made of certain of the assets bequeathed under this Item. In such event, the provisions of that memorandum shall be given the same legal effect as if included in this Will and the assets described therein shall be distributed to the named beneficiaries.

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 by reason of the unified credit and the credit for state death taxes allowable to my estate.

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. In satisfying this bequest, my Executor shall select and distribute to my Spouse, cash, securities or such other assets as my Executor may determine, using asset values current at the date or dates of distribution.

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 to be held, administered and disposed of in accordance with the terms of that trust.

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 for the disclaimer to qualify under Section 2518 of the Internal Revenue Code of 1986, as amended, or corresponding provision of any future law.

ITEM IX.

The assets conveyed to THE FAMILY TRUST hereof, reduced by death taxes as provided in Item III 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 the education, support, maintenance and health of any of the beneficiaries.

B. In addition to the income distributions, the Trustee may pay to or for the benefit of my Spouse and Children as much principal as the Trustee deems advisable for the education, support, maintenance and health of any of the beneficiaries.

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.

D. The Trustee shall permit any beneficiary to elect, at the time that beneficiary's trust is to be distributed to him or her, to have such trust continue for the balance of that beneficiary's life or until such time as that beneficiary shall request that the trust estate, or any part thereof, be distributed.

E. None of the principal or income of this trust shall be liable for the debts or obligations of any beneficiary or be subject to seizure by creditors of any beneficiary.

F. In the event all of the persons and classes designated as beneficiaries of this trust die prior to the distribution of all trust assets, upon death of the survivor of them, the assets shall be distributed one-half to my heirs at law and one-half to the heirs at law of my Spouse, in accordance with the intestacy laws of the State of Delaware then in force.

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 for the disclaimer to qualify under Section 2518 of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any future 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 (or more) consolidated fund.

ITEM XII.

A. In making distributions to beneficiaries from a trust created under this Will, and especially where the beneficiaries are minors or incapable of transacting business due to incapacity or illness, the Trustee, in the Trustee's discretion, may make payments either directly to the beneficiary, to the legal or natural guardian of the beneficiary, to a relative or guardian of the person of the beneficiary who has custody and care of the beneficiary, or by applying the payments for the benefit of the beneficiary by paying expenses directly.

B. If at any time in following the directions of this Will 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 for that minor's benefit 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 of the administration of any trust.

B. The Trustee may resign at any time by giving each of the beneficiaries of the Trust written notice specifying the effective date of such resignation.

C. If the Trustee dies, resigns or becomes unable to serve, regardless of the cause, 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 by the resigning Trustee.

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 based on its regular compensation schedule for administering trusts of this size and type.

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, the sale and conveyance of trust assets, the investment and reinvestment of trust assets, 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 Delaware, 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 issued by corporate Trustee, or in such common or preferred stock or bonds, or other securities, whether listed or unlisted, or properties, without being restricted to statutory investments.

B. To receive additional property conveyed to the trust by any person, and to administer and dispose of the property in accordance with the terms of the trust.

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 upon such terms and in such manner and for such prices as the Trustee shall deem proper.

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 the Uniform Common Trust Fund Act of Delaware, if enacted.

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 so that after such division the generation-skipping transfer tax inclusion ratio with respect to each trust shall be either zero or one.

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 regardless of where it may be situated.

J. To carry out agreements made by me during my lifetime, including the consummation of any agreements relating to the capital stock of corporations owned by me at the time of my death.

K. To borrow money to pay taxes; to exercise subscriptions, rights and options; to pay assessments; to accomplish any other purpose of any nature incidental to the administration of the trust.

L. To execute and deliver oil, gas and other mineral leases; to execute mineral and royalty conveyances; to purchase leases, royalties and any type of mineral interests; to own, hold, acquire and dispose of working interest and royalty interest in properties held in the trust.

M. To manage any farm property, including the authority to plant and harvest crops; to breed, raise, purchase and sell equipment and farm produce of all kinds; to make improvements; to construct, repair or demolish any buildings.

N. To terminate any trust if the Trustee, in its sole discretion, determines the assets of the trust are of such small value that the continued existence and operation of the trust 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.

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

E. My Executor shall have discretion to select property to be distributed in satisfaction of any devise or bequest provided in this Will without respect to the income tax basis of the property.

F. No person dealing with my Executor shall be obligated to see to the application of any moneys, securities, or other property paid or delivered to my Executor.

G. My Executor shall have the power to disclaim any part or all of my interest in any property which is or has been devised or bequeathed to me.

H. In order to avoid depreciation in value of the interests or losses to my estate or my business associates, my Executor shall have authority to continue any business operations in which I am engaged at my death for the time permitted by law.

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

J. 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.

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

L. I authorize my Executor to allocate my generation-skipping transfer tax exemption to and among dispositions of property with respect to which I am the transferor.

M. I further nominate and appoint my Executor herein named to petition the proper Court and to take all necessary action to effect an ancillary administration covering any property I may own in any other state.

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

CERTIFICATE

STATE OF DELAWARE

COUNTY OF

Before me, the subscriber, on this day personally appeared, , and , known to me to be the testator and the witnesses, respectively, whose names are signed to the attached or foregoing instrument and all of these persons being by me first duly sworn, declared to me and to the witnesses in my presence that the instrument is the testator last will and that he or she had willingly signed it, and that the testator executed it as a free and voluntary act for the purposes therein expressed; and each of the witnesses stated to me, in the presence of the testator, that the witnesses signed the will as witness and that to the best of the witness’ knowledge the testator was eighteen years of age or over, of sound mind and under no constraint or undue influence.

Subscribed, sworn and acknowledged before me by , the testator, subscribed and sworn before me by , and witnesses, this day of , 20 A.D.

(SEAL)

(OFFICIAL CAPACITY OF OFFICER)