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Last W ill a n d T esta m en t of Y YY I, YY Y, of CCC, Virginia, being married to YYY and having __ ___ chil dren, kk k, do make and declare this to be my last will and testam ent and do hereby revoke all wills and codicils he retofore m ade b y m e. 1. P AY MENT O F D EBTS A ND E XPENSES 1.1. I direc t that all of my just debts (including unpaid ch aritable pledge s whether or no t enforceable), my funeral ex penses, and the cost of the administration of my estate be paid out o f m y r esiduary e state a s s oon a s p racticable a fter m y d eath. 2. D IS TRIBUTION O F M Y E STATE 2.1. I lea ve all my tangible personal property to my hu sband, YYY, provi ded only that he su rvive me by thirty days. If he does not survi ve me by thirty days, I leave the same to my ch ildren i n a s n ear ly e qual s hares a s i s p racticable.2.2. Notwith standing the provi sions of paragraph 2.1, I may leave a me morandum with this will setting forth my wishes with respect to the disposition of ce rtain items of my tangible pe rsonal property upon my death, but such memorandum will be si mply an expressi on of my wishes and shall not create any trust or obl igation nor shall it be offered for probate as part of this will. 2.3. I give all the rest and remainder of my estate, whether re al or personal and wherever situa ted, including any property ov er which I may have a power of app ointment, to my husband if he su rvives me by at le ast thirty days. If he does not survive me by th irty days, then I give, devise, and bequeath all my remaining estate, real, per sonal, and mixed and wherever situated, not including, however, any property over which I may have a power of ap pointment by wil l, in equal shares to my children surviving me, and to the issue surviving any pred eceased children, said issue taking b y r ight o f r epresentation. 3. A PP OINTMENT O F F IDUCIARIES 3.1. I appo int my husband to be executor and temporary executor under this will. If he shall fail to qualify or cease to se rve fo r any reason, then I name _________________, __ _______________, and _________________ as successor executors. I ap point ______ ___________, _________________, and _________________ as trustees of any trusts under this will, each with the authority to name his or her respective successor. I di rect tha t no exec utor, temporary executor, trustee, or any other person adm inisterin g my estate under this will shall be required to furnish surety or sureties on his or her bond or to give any bond except as requ ired by law; and shall not be liable for errors of jud gment in goo d faith or for the acts or neglect of preceding fiduciaries. It is my desire and requ est that, in connection with the allowance of the accounts of any fiduciary under this will, the repres entation by a guardian ad litem of the interests of pe rsons unborn or unascertained or the interests of any other person be dispense d with, insofar as permitted under the laws of th e j urisdiction g o verning s uch a ccounts. 4. P OW ERS O F F IDUCI ARIES 4.1. During the administratio n of my estate, my temporary executor and my executor in his or her discretion may make distributions of income and principal directly to or for the benefit of the beneficiaries entitled thereto. Any such distribution may be made in such am ounts, and at such times, and whether proportion ate or disproportionate, as the executor shall deem to be in the best interests of all my beneficiaries. My ex ecutor shall be fully indemnified with respect to any determination, actio n, or nonaction with respect to the provisions of this paragraph, and all determinations made shall be binding up on all persons for all purposes. Any successor executor or tr ustee is author ized and directed to accept from any prior executor or trustee the assets deliver ed by such prior executor or tr ustee on the basi s of the accounting therefor as submitted by su ch prio r executo r or trustee, without requiring an audit or ot her independent accounting of the ac ts of such prior executor or tr ustee, and any successor executor or trustee shall not have duty, res ponsibili ty, obligation, or liability whatsoever for the acts o r o m issions o f a ny p rior e xecutor o r t rustee. 4.2. If a share of my estate would otherwise be di stributable to a person who is unde r the age of twenty-one years or to a person wh om the executor adjudges to be incapable of ei ther se lf-support or of managin g his or her personal or fi nancial affairs by reason of a physical or mental impairment, then my executor or trustee is aut horized in his or her sole discretion to hold or distribute the said share in any one or more of t he f ollowing w a ys t o o r f or t he b e nefit o f s uch p erson: (a) Hold and administer the property or portion of it in tr ust and ma ke such payments to or on behalf of the beneficiary as the trustee dee ms appropriate. My trustee sh all exercise his or her discret ion in a liberal manner, but other financi al resources or en titlements available to the beneficiary sh all be taken int o account in the making of di scretionary payments, the pur pose of the trust being to su pplement, an d not to supplant , what benefits and services th e beneficiar y may from time to time be eligible to receive by reason of age, disability, or other factors, from federal, st ate, a nd l oc al g overnmental, a nd c haritable, s ources;(b) Pay the share or any portion of it directly to the person or to a parent or guardi an of the person responsible for t he c are o r c ustody o f t he p erson's e state; o r(c) Appl y the share or any portion of it directly to the use o r b enefit o f s uch p erson; pr ovided, however, that any amount held under this paragraph shall be turned over to the beneficiary when his or her incapacity has ended, or when he or she has attained the age of twenty-one years, wh ichever occurs later; or shall have died prior to full distribution, in wh ich case the amount remaining shall be paid over t o h i s o r h er e state. 4.3 In addi tion to the powers granted by law, I grant my ex ecutor, temporary executor, and my trustee the powers set forth in Virginia Code § 64.1-57, and I in corporate that statute in my wi ll by th is refere nce. My executor, temporary executor, trustee, an d an y ot her pers on administering my estate, herein named and their successors, shall have, in addi tion to and not in limitation of all common law and statutory powers and powers otherwise conferred by this instrument, the following powers without ap proval of any court or consent of the beneficiaries. Such powers, except as expressly limited in this instrument, may be ex ercised by the pe rson or persons for the time being collectively se rving as such ex ecutor, temporary executor, or trustee, whether or n ot n amed t herei n. (a) To administer, inves t, and re-invest in any property, incl uding real and personal property, stocks, bo nds, and ot her securities, in vestment companies and common tr ust funds (without the necessity of notice to be neficiaries) , in any state or jurisdiction, and whether or no t of a ki nd or in a proportion ordinarily considered suitable f or f iduciary i nvestments.(b) To ma ke secured or uns ecured loans and with respect to mortgages and other security held by the estate, whether or no t the terms thereof extend beyond the period of time necessary to distribute the estate; to modify the terms thereof, to release partially, to foreclose, and to purchase at f oreclosure s ales.(c) To participate in any reorganization, recapitalizati on, merger, or similar transaction; to give proxies or powers of attorney with or without power of su bstitution for voting upon an y share or certificates of in terest b elong ing t o t he e state.( d) To ma nage real property in such manner as it shall deem best inc luding authority to erect, alter, or demolish bu ildings, to improve, repair, insure, subdivide, and vacate an y of said property; to adju st boundaries; to dedicate st reets or ot her ways for public use without compensation; to im pose such easements, restr ictions, conditions, stipulations, and covenants as he or she may deem fit; to le ase for such tim es and on such terms as he or she may deem advisable (with or without privilege of purchase) and whether or not th e lease may extend beyond the time necessary to di stribute t he e sta te. (e) To se ll at public or private sale and to exchange or pa rtition all or any part of the property held by him or her as fiduciary, without order or license from any court, and to ex ecute any an d all deeds and other instruments necessary or ap propriate therefor, with or without covenants, warranties and r epresentat ions.(f) To borrow money from himself or herself individually or from other s upon such terms and conditions as he or she may deem advi sable and to mortga ge and pledge trust assets as se curity f or t he r epayment t here of.(g) To ca rry stock certificates and other property held by them in th e form of street certificates or in the name of a no minee or any person, including the fiduciary, or in any other form, without disclosing the existence of any fiduciary relationship.(h) To delegate the power to sign checks to a co- fiduciary o r t o a ny o ther p erson.( i) To ma ke any distributio n or division required under this will, including the satisfaction of any pecuniary bequest (or charitable pledge if otherwise payable) in cash or in kind or partly in each, at such valuation as he or she may deem just and proper, and pr o rata or otherwise as to any particular as set. The decision and valuation if made upon consultation with the beneficiaries and in good faith shall be f inal a nd c onclusive u pon a ll p ersons i nterested.(j) To determine, in accordance with reasonable accounting pr actice, what shall belong and be chargeable to pr incipal and what shall belong and be chargeable to income, an d in making that determination , may employ an accountant or at torney-at-la w and rely upon hi s or her opinion; provided, however, that all capital gains distributions from investment companies s hal l b e t reated a s p rincipal. (k) To amortize or to refr ain from amortizing premiums on s ecurities p urchased a t m ore t han p ar.(l) To re tain such reserves out of income as he or she may deem prop er for expenses, taxes, depreciation, and other liabilities o f m y e state.(m) To co mpromise or adjus t by arbitration any claim in fa vor of or against my estate, any tax payable by my estate, an d any contr oversy as to the interpretation of this will or th e administr ation of my estate , including the determination as to which articles of tangible personal property are included u nder a ny s pecific b equest m ade i n t his w ill.(n) To pay any expenses involved in the delivery of any article of ta ngible personal pro perty and to charge the same as a n e xpense o f a dministration.(o) To expend funds in connection with my burial, in cluding provi sion for the perp etual care of my cemetery lot and f or a n a pp ropriate m emorial s tone o r m onument.(p) To re tain until distri bution without liability for loss or dep reciation resulting from such retention any property owne d by me at the tim e of my death; and until such distribution, the income of the estate may be paid in whole or i n p art t o t he b eneficiaries e ntitled t o t he s ame.(q) To ma intain insurance on the property in my estate, wh ether or no t specifically de vised or bequeathed, against su ch perils an d liabilities and for such periods and amounts as he or she may deem advisa ble; and to transfer to the beneficiary to whom the property is devised or bequeathed such insuranc e on said property , whether purchased by me or by the fidu ciaries, and wi th or without receiving compensation t herefor.(r) To join with my spous e in the filing of any joint income tax or gift tax return s without duty to give or re ceive consi deration therefor or to make compensating ad justments;(s) To consent that half of any gifts made by my spouse sh all be considere d for the purpose of the federal gift tax law as ma de by me though it may result in additional liabilities t o m y e state. (t) To make any election available to my estate, wh enever in its sole discretion it determines that it is ad visable to do so, including wit hout limitation the election of an alterna te valuation date, the election of the special us e method of valuation, the election to treat as Qualified Terminable Int erest Property for estate or gift tax purposes an y or all pr operty that qualifies for such treatment; the deduction for income tax purposes of any expense of my estate an d the elect ion of the method of payment under any plan, policy, or contract; and the allocation of any Generation Skipping Tax exemption availabl e to me at my death with respect to property passing und er this will or otherwise. Any decision regarding any suc h election or allocation, if ma de in good faith, shall be binding and conclusive irrespective of the effect on the amount or allocation of the burden of an y tax. Compensating adjustments as between in come and pr incipal or as between beneficiaries may be made in t he d iscret ion o f t he f iduciar y b ut s hall n ot b e r equired.(u) To abandon, in any way, property which the fiduciary determines n ot t o b e w orth r etain ing.(v) To lend, borrow, buy, or sell on commercially re asonable te rms to or from any fiduciary acting under another i nstru ment m ade b y m e o r o n m y b ehalf.(w) To combine all or part of the property for investment wi th property held by a fiduciary acting under another instr ument upon substantially similar terms made by me or for my benefit, except that property qualifying for a ma rital deduc tion for federal tax purposes may not be so co mbined. 4.4 Notwith standing any other provisions of this will hereinbefore set forth, in the event any trust held hereunder shall, in the op inion of my trustee, become uneconomic or ot herwise inadvisab le to administer as a trust, my trustee, if he or she dee ms it in the best interes ts of the beneficiaries, is au thorized to termi nate such trust and distribute the principal to or for th e benefit of the beneficiaries then entitled to receive th e incom e and in the same proportions. If none of the beneficiaries is entitled to receiv e the income, my trustee may distribute the pri ncipal in such amou nts and shares as my trustee ma y, i n h i s o r h er a bsolute d iscretion, d etermine.5. G UA RDIAN O F M INO R C HILDREN If my husband does not survive me, I name ___________ to be th e gu ardian of th e person of each of my minor children. Should __ ____________ fail or cease to serve, I name ______________ to be th e g uardian o f e ac h o f m y m inor c hild ren.IN WI TNESS WHEREOF, I, the undersigned Testatrix, sign my na me to this my La st Will and Testam ent, consisting of seven (7) typewritten pages, including this and the page upon which the attestation clause appears, on the bottom of each of which I have placed my initials for purposes of identification this _______ day of ___ _______, 200 6, and being first duly sworn, do hereby declare to the und ersigned witnesses and authority that I sign and execute th is instr ument as my Last Will and Testament and that I sign it wi llingly, that it is my free and voluntary act for the purposes th erein expressed, and that I am eighteen (18) years of age or ol der, o f s ound m in d a nd u nder n o c on straint o r u ndue i nfluence. _ _ ___________________________ Testatrix S ign ed, seal ed, published, and declared for and as her Last Will and Testament by the Testatrix in our presence, we all being present at the sa me time; and we, in her presence and at her request an d in th e presence of each other, have subscribed our names as witnesses whereof, all on the date last above written. Fu rthermore, we de clare that to th e best of our knowledge the Testatrix is eight een (18) years of age or older, of sound mind and u nder n o c onstr aint o r u ndue i nfl uence. __ ___ ______ _________ _______ R ESIDING A T _ _________________________Wi tness City a nd S tate__ _________________ ________ R ESIDING A T _ _________________________Wi tness City a nd S tateST ATE O F V IRGINIA ) ) s s.CO UNTY O F C HESTERFI ELD ) I , th e unders igned, an offic er authorized to administer oaths, certify th at ___________________________, the Testatrix, and ____________ _________ and _______________________ the witnesses, respect ively, whose names are signed to the attached fo regoing instrume nt, having appeared together before me and having be en first duly sworn, each then declared to me that the Testatrix signed and executed the ins trument as her Last Will and Testament, and that the Testatrix had willingly signed, and that she execu ted it as her free and voluntary act for the purposes th erein exp ressed; and that each of the witnesses, in the presence an d hearing of the Testatrix and at her request, and in the presence of each other, signed the Will as witnesses, and that to th e best of thei r knowledge, the Testatrix was at that time eighteen (18) or more years of age, of sound mind, and under no co nstraint o r u ndue i nfluence. IN WI TNESS WH EREOF, I have her eunto subscribed my name and affixed m y o fficial s eal t his _ ______ d ay o f _ __________, 2 00 6._ _ _________________ ___________No tary P ublic My c om mission e xpir es:

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