WILLIAMS COULSON ATTOR? AT LAW ONE GATEWAY CENTER o 420 FORT DUQUESNE BOULEVARD o 16a? FLOOR - PITTSBURGH, PA 15222 (412) 454-0200 o FAX: (412) 281-6622 o Ra? Parker, Esq. ..... The attached!S a true and EUR0?ect COpy 0fthe original WILL OF JOSEPH V. PATERNO I, JOSEPH V. PATERNO, of Centre County, Commonwealth of Pennsylvania, a citizen of the United States of America. make this my Last Will, hereby revoking any and all former wills or codicils made by me. ARTICLE ONE Payment of Last Expenses I direct my Personal Representative (which designation shall refer to the plural as well as the singular) to pay the expenses of my last illness and my funeral expenses as soon as may be convenient after my death. ARTICLE TWO Tangible Personal Property_ Section 1. Wife Surviving. I give my automobiles, household and personal effects, and other tangible personal property of like nature (not including cash or securities), together with any existing insurance thereon, to my wife, SUZANNE P. PATERNO, if she survives me by sixty (60) days. Section 2. Wife Not Surviving. If my said wife fails to survive me by sixty (60) days, I give said property as I may have provided in a memorandum kept with the original of this Will, or to the extent not so provided, to such of my children, DIANA LYNNE PATERNO-GIEGERICH, MARY KAY HORT, DAVID PATERNO, JOSEPH V. PATERNO, JR., and GEORGE S. PATERNO, as are living on the sixty-first (61st) day after my death in such shares or by such items as they may agree upon or, if they are unable to agree, then in such shares or by such items of approximately equal value as they may select by lot. Any such property not so distributed shall be sold and the proceeds added to my residuary estate and pass under Article Three hereof. ARTICLE THREE Residue I give all of the residue of my estate to the Trustees under the Joseph V. Paterno Revocable Trust (as amended or restated) of even date herewith (the "1997 Trust"), to be added to and to form a part of the Trust Estate held under the 1997 Trust, as amended at any time prior to my death, or, if the 1997 Trust is not in effect at the time of my death, to be held in trust on the same terms and conditions specified in the 1997 Trust as it existed at the time of the TI5 execution of this Will or of the last codicil hereto, with like effect as if said terms and conditions were set forth herein verbatim. ARTICLE FOUR Personal Representative I appoint my wife, SUZANNE P. PATERNO, as Personal Representative of this Will. My said wife, or any successor Personal Representative, shall have the authority., in her sole discretion, to appoint another individual or bank as an additional or successor Personal Representative, or to renounce her position as Personal Representative in favor of another individual or a bank. If my said wife is unable or unwilling to act or to continue to act as Personal Representative of this Will, and a successor has not been appointed, I appoint my daughter, DIANA LYNNE PATERNO-GIEGERICH, as successor Personal Representative. If my said daughter is unable or unwilling to act or to continue to act as Personal Representative of this Will, and a successor has not been appointed, I appoint my brother-in-law, DAVID C. POHLAND, as successor Personal Representative. In addition to the powers conferred by law, my Personal Representative shall have the following discretionary powers: Section 1. Power to Retain Assets. To retain as part of my estate any property received hereunder, without any duty of diversification, including the stock of any corporation (or its parent or subsidiary corporation) that is serving as Personal Representative. Section 2. Power to Invest. To invest and reinvest the principal of my estate in such stocks, bonds, mortgages, general or limited partnership interests, securities or other property, real or personal, without being limited to the classes of securities or investments in which fiduciaries are by law authorized to invest funds. Section 3. Power to Deal With Assets. To sell, exchange, lease, encumber, option or otherwise dispose of all or any portion of my estate, real or personal in such manner and upon such terms and conditions as are deemed advisable, and to make, execute and deliver any documents necessary to effectuate any powers herein granted. Section 4. Tax Powers. In connection with the making and filing of all income tax, estate, inheritance and other death tax, gift tax and other tax returns and the paying of such taxes, to make such elections, decisions, concessions and settlements, including extensions of time for the payment of any federal estate taxes or other taxes due, as may be deemed proper, without liability to any person thereby affected, and without the necessity of making compensating adjustments. Section 5. Power to Distribute in Kind. To make distributions of my estate in cash, in kind, or partly in cash and partly in kind; and to make non-pro rata distributions in kind without consideration of the income tax basis of the assets distributed. Section 6. Advance Distributions. To make advance distributions in an estimated amount to fund the respective Trusts established under the 1997 Trust. Section 7. Election Under 2056(b)(7). If my wife, SUZANNE P. PATERNO, survives me, I authorize my Personal Representative to make an election under and pursuant to Section 2056(b)(7) of the Internal Revenue Code of 1986, as amended, (hereinafter, the "Code") with respect to any assets which may be included in my Gross Estate for federal estate tax purposes, if my Personal Representative deems such an election to be advisable in light of the ,5 2 facts and circumstances applicable at that time. The determination made by my Personal Representative in this regard shall be made without the necessity of obtaining court approval and shall be binding on all persons interested in my estate or in any trust established or to be established therefrom. Any good faith exercise, nonexercise or partial exercise of authority granted to my Personal Representative hereunder shall not be subject to complaint or appeal by any party, and my estate shall hereby indemnify my Personal Representative against any and all such claims and costs (including attorney's fees) associated therewith. Section 8. Allocation of Generation-Skippin7 Exemption. I expressly authorize my Personal Representative to allocate pursuant to Section 263 l(a) of the Code any unused federal generation-skipping transfer tax exemption which may be available as of the date of my death to any property with respect to which I am the transferor for generation-skipping tax purposes, whether or not such property passes under this Will or other,vise and whether or net such property was transferred during my lifetime or by reason of my death; provided, however, that it is my desire, but in no way my direction, that my Personal Representative allocate said exemption in the following order of priority: (a) to all direct skips other than any direct skips resulting from a disclaimer; (b) to property distributed to the Joseph V. Pater-no Family Trust established under Article Four of the 1997 Trust; (c) to the portion of any property distributed to the Suzanne P. Paterno Marital Trust established under Article Three of the 1997 Trust, for which a Code Section 2652(a)(3) election may be made and (d) if I survive my wife, to the NonExempt Trust, if any, under the Suzanne P. Paterno Revocable Trust that was elected to qualify for the marital deduction, unless my Personal Representative shall determine otherwise for good reason. My Personal Representative also shall be authorized to exclude any prope?; with respect to which I am the transferor from any such allocation of such exemption. My Personal Representative shall be authorized to make any election relating to the allocation of such exemption, specifically including any election pursuant to Section 2652(a)(3) of the Code with respect to qualified terminable interest property. Any such allocation or election made by my Personal Representative shall be made without the necessity of obtaining court approval and shall be binding on the transferee of any inter vivos generation-skipping transfer I may have made and on all persons interested in my estate or in any trust established or to be established thereon. Any good faith exercise, partial exercise or failure to exercise the authority granted to my Personal Representative hereunder shall not be subject to complaint or appeal by any party, and I hereby indemnify my Personal Representative against any and all such claims and costs (including attorneys' fees) associated therewith. Section'9. Business Powers. My Personal Representative may carry on any business owned and operated by me or my estate as a sole proprietorship or any business conducted by a limited or general partnership of which I or my estate was a partner for whatever period of time my Personal Representative may deem advisable, and to that end my Personal Representative shall have the power to do any and all things deemed necessary or appropriate, including the power to pay any negative cash flow, the power to incorporate any such business or hold the stock as an investment, the power to borrow and pledge assets held in trust as security for such borrowing, the power to liquidate or sell any such business or such interests therein at public or private sale and at such times and upon such terms as my Personal Representative deems advisable, and the power to employ agents to manage and operate such business without liability for the actions of any such agents, or for any loss, liability, or indebtedness of such business, ff the management is selected or retained with reasonable care. Section 10. Real Estate and Proceeds. I do not wish to have the value of my estate reduced by the forced sale of any real estate which I may own at my death. I therefore authorize my Personal Representative to retain such real estate until such time as it can be sold for its fair market value and, if necessary in order to provide funds for the payment of any debts, expenses, estate taxes, inheritance taxes, transfer taxes and other taxes of a similar nature 3027?; 3 payable by reason of my death, I authorize my Personal Representative to borrow money and for that purpose to mortgage any such real estate and to execute and deliver all notes, bonds, mortgages, and other instruments and to perform all acts necessary, proper or convenient in con- nection therewith, any and all such loans and mortgages to be made in the sole discretion of my Personal Representative and for such amounts and upon such terms as my Personal Representative deems proper. I authorize my Personal Representative in her or his sole discretion, and without the necessity of petitioning any court for approval or confirmation, to sell at any time all or part of the real estate which I own at my death to any one or more of my issue for such price and upon such terms and conditions as my Personal Representative and my surviving children may agree. ARTICLE FIVE Waiver of Bond I direct that no Personal Representative named hereunder shall be required to give bond for the faithful performance of duty in any jurisdiction. ARTICLE SL'K Source of Payment of Debts. Expenses and Taxes (a) Except as provided in paragraph (b) and in the 1997 Trust, as amended or restated, whether or not said Trust is funded on the date of my death, all federal estate taxes and all local, state and foreign estate, inheritance, transfer, legacy, succession and similar taxes payable by reason of my death upon the property constituting my gross estate for death tax purposes, whether or not such property passes under this Will, and all generation-skipping taxes (if any) payable at my death with respect to all transfers of property constituting direct skips (as def'med in Section 2612(c) of the Code) of which I am the transferor, other than any direct skip resulting from a disclaimer or to the extent that a generation-skipping tax exemption is claimed with respect thereto, and any interest and penalties on any of the same, together with all debts, costs of administration and other proper expenses paid by my Personal Representative, shall be paid from the principal of my residuary estate passing under Article Three of this Will, without reimbursement from or apportionment among the legatees or devisees or persons having a beneficial interest in any such property. (b) Any of such taxes identified in paragraph (a) above attributable to (1) qualified terminable interest property in which I may have a qualifying income interest for life, (2) pro.perty, not included in my estate for administration purposes and with respect to which a governing instrument directs the fiduciary or other legal owner thereof to pay from such property a share or portion of such taxes, (3) property over which I may have a power of appointment, which power was given by someone other than myself, (4) any generation-skipping tax except as otherwise specifically provided under paragraph (a) above, or (5) any additional tax payable under Section 4980A(d) of the Code on any excess retirement accumulation, or any interest or penalties on any of the same, shall be apportioned and paid in the manner provided in the instrument governing the distribution of said property, or, if no such provision is made, in the manner provided by law. With respect to any payment of tax imposed under such Section 4980A(d), my Personal Representative shall be entitled, but not required, to recover such tax payment from the beneficiary receiving property on which the tax is imposed. o n? 4 ARTICLE SEVEN Interpretation of Will Section 1. Sin?lar and Plural; Use of Gender. Whenever used herein, the singular shall include the plural, the plural the singular and the use of arty gender shall be applicable to all genders. Section 2. Definition of Child, Children or Issue. Whenever the terms "child," "children" and "issue" are used herein, such terms shall include adopted children, regardless of the date of adoption, with full effect as if they were the natural children of the adopting parents. Such terms are also intended to include persons in gestation at any pertinent time under this Will, provided such persons survive birth by thirty (30) days. Section 3. Captions. The captions of articles and sections of this Will are for convenience of reference only and shall not affect the interpretation of this Will. IN WITNESS WHEREOF, I have hereunto set my hand and seal to the original of this Will only this ??./,. day of June, 1997. ,ator o 132-16-6389 Social Security Number Signed, sealed, published and declared by the above-named IOSEPH V. PATERNO, as and for his Will in the presence of us and each of us, who, at his request, in his presence and in the presence of each other, have hereunto subscribed our names as witnesses thereto the day and y? above written. Residing at Mr. View Professional Center, Suite i R. D. ?I, Box 130 U. S. Route 30 East Greensburg, PA 15601 7? . Residing at 118 North Main Street Greensburg, PA 15601 5 5 ACKNOWLEDGMENT AND AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA ) COUNTY OF CENTRE ) ) SS: We, JOSEPH V. PATERNO, RICHARD F. DeFLURI VINCENT DeTORE and DAVID C. POHLAND , the Testator and the witnesses, respectively, whose names are signed to the attached or foregoing instrument, being first duly sworn, do hereby declare to the undersigned authority that the Testator signed and executed the instrument as his Last Will in the presence of the witnesses and that he signed willingly, and that he executed it as his flee and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of the Testator and of each other, signed the Will as witnesses and that to the best of their knowledge the Testator was at that time eighteen years of age or older, of sound mind and Patem9 , Witness Witness SUBSCRIBED, sworn to and acknowledged before me by JOSEPH V. PATER.NOv the Testator, and subscribed and sworn to before me by RIC}{ARD F. DeFLURI DAVID C, POHLAND. . , VINCENT DeTORE , witnesses, this? day of QO..-,c_L.J and , 1997. rf Notary Public (Notarial Seal) Robert B. Williams. Notary Public I Pittsburgh, Allegheny County I 3O275 I My Commission 5xpir?s Dec, 18, I ??gj Notanai Seal ............ j The original of this Will is in the possession of David C. Pohland, Esquire, Cassidy, Kotjarapoglus & Pohland, P.C., 118 North Main Street, Greensburg, PA 15601.