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Hp2rPAaIEA
LAST WILL AND TESTAMENT
OF
CYNTHIA T. LEES
I, CYNTHIA T. LEES, of WESTFIELD, HAMPDEN COUNTY, COMMONWEALTH of
MASSACHUSETTS, make this my Last Will and Testament, hereby revoking
all wills and codicils at any time heretofore made by me.
My immediate family consists of my parents, ROBERT E. LEES and
ELAINE J. LEES, of WESTFIELD, MASSACHUSETTS, and my sister, PAMELA J.
LEES, of ENFIELD, CONNECTICUT.
FIRST: A. I request my personal representatives to distribute my
tangible personal property in accordance with a memorandum I may leave
at my death, and its contents shall be binding upon my personal
representatives. Except as provided above, I direct my personal
representatives to dispose of my tangible personal property to my
parents, ROBERT E. LEES and ELAINE J. LEES, of WESTFIELD,
MASSACHUSETTS, equally or to the survivor of them, if any; if none, to
my sister, PAMELA J. LEES, of ENFIELD, CONNECTICUT; if surviving.
B. My personal representatives shall sell said real
estate and dispose of the net proceeds as part of my residuary estate.
SECOND: I give the rest of the estate which I own or to which I
am in any way entitled at the time of my death (herein called "my — =
residuary estate") to the Trustees for the time being of my Trust, :to ©
be held and disposed of by the said Trustees upon the trusts therein™
set forth, or, if my Trust is not in existence at my death, to be -*
held, managed, invested, and reinvested in exactly the same manner as
described in my Trust, and by the Trustees named therein or their >
successors named therein, and for that purpose, I hereby incorporate _,
the said Trust by reference in this, my Last Will and Testament. ~All ci
references in this will to "my Trust" shall mean THE CYNTHIA T. LEES 7
2015 FAMILY TRUST, dated July 15, 2015, and any future amendments
thereto. I direct that the residuary estate shall be held and
administered in accordance with the terms of my Trust, as amended,
commingled with any other property held by my Trustees thereof.
THIRD: A. It is my intention that the burden of all federal,
state or foreign death taxes shall be borne by the person on whom such
burden is placed by applicable federal, state or foreign law, and that
my personal representatives may exercise any rights of recovery
provided by applicable federal, state and foreign law, except as
hereinafter provided. "Death Taxes" shall mean all federal, state and
foreign inheritance, legacy, succession, estate and like taxes payable
by reason of my death.
1. To the extent possible, no death tax shall be paid
from or charged against property that is not part of my probate estate
or my Trust, and that qualifies for the federal or any applicable
state estate tax marital or charitable deduction, including any
property held in or passing to a qualifying charitable remainder trust
or charitable lead trust, and I hereby waive any right of recovery my
estate might otherwise have, pursuant to Section 2207B of the Code, or
-1-"any similar provision of applicable state law, with respect to any
such property.
2. To the extent that any death taxes, lawful debts,
funeral expenses and expenses of administration of my estate which the
Trustees of my Trust are authorized to pay, pursuant to the terms
thereof are not so paid by said Trustees, such taxes, debts, and
expenses shall be borne by my residuary estate.
3. To the extent possible, no death tax shall be paid
from or charged against property that has an inclusion radio of zero
for generation-skipping transfer tax purposes or that is otherwise
exempt from such taxes, and I hereby waive any right of recovery my
estate might otherwise have, pursuant to Section 2207B of the Code, or
any similar provision of applicable state law, with respect to any
such property. Notwithstanding the foregoing, my personal
representatives may recover death taxes from any trust included in my
estate, pursuant to Section 2044 of the Code which does not have an
inclusion ratio of zero, to the extent permitted by the terms of such
trust.
4. A tax on a generation-skipping transfer which is a
direct skip under this Last Will and Testament or under my Trust shall
be borne by my residuary estate, unless such transfer occurs as a
result of a disclaimer by another person.
B. My personal representatives may, from time to time,
request from the Trustees of my Trust, such sum or sums as my personal
representatives shall deem necessary for the satisfaction of
pre-residuary legacies, my lawful debts, funeral expenses and expenses
of administration of my estate, and any death tax which the said
Trustees are authorized to pay.
Cc. I give to my personal representatives full discretion
to pay as part of my debts so much of the income and gift tax or taxes
assessed as my estate, in the opinion of my personal representatives,
becomes legally liable to pay. Except as otherwise provided herein, I
authorize my personal representatives to make or consent to any or all
elections and to exercise any or all options which may be available
under the terms of applicable tax laws, including the allocation of
any portion of my GST exemption under the Code, to any property as to
which I did not make an allocation prior to my death.
D. The "Code" shall mean the Federal Internal Revenue
Code of 1986, as amended from time to time, and any references herein
to "Sections" shall be understood to refer to sections of the Code,
except where the context requires otherwise, and shall also include
the corresponding provision of any subsequent federal tax law.
"Taxes" shall be deemed to include any and all interest and penalties
connected herewith.
FOURTH: A. My personal representatives shall have full power to
take any steps and do any acts which they may deem necessary or proper
in connection with the due care, management, and disposition of the
property and income of my estate. In particular, and in addition to
= Dzbut not in limitation of any common law or statutory power under the
law applicable to this will, my personal representatives shall have
- and may exercise the following powers, authorities and discretions,
without order or license of any court, or notice to or consent of
beneficiaries:
1. Retain all property owned by me at my death, including, but
not limited to any investments or cash, however the same may be
acquired, for such periods of time as my personal representatives
shall deem advisable and to purchase and invest and reinvest in any
kind of real or personal property whatsoever (including property of a
speculative or unproductive nature), notwithstanding the fact that any
or all of the same may be of a character or size which, but for this
express authority, would not be considered a proper investment for
personal representatives to make, and in any property, regardless of
its character, its quality, the principle of diversification or any
other principle applicable to investment of fiduciaries, including,
without limitation, any shares, participations, or other interest ina
common trust fund or a mutual fund, and non-dividend paying shares of
common stock, uninvested cash and any other unproductive property;
2. Sell at public or private sale, exchange, lease, give options
and make contracts concerning any real or personal property included
in my residuary estate for such consideration and upon such terms as
to credit, security or otherwise as my personal representatives may
determine, which leases, options and contracts may extend beyond the
term of the settlement of my estate, and to make public or private
offerings for the sale of any securities; to enter into agreements
incident thereto containing representations, warranties and indemnity
provisions, and to incur liabilities in connection therewith;
3. Borrow money for such periods of time and upon such terms and
conditions as my personal representatives may deem advisable for the
efficient administration of my estate, and mortgage and pledge such
part or all of the property of my estate as my personal
representatives deem necessary to secure the same;
4. Foreclose by entry or otherwise, extend, assign, give partial
releases from, and discharge mortgages or pledges, and, as personal
representatives hereunder, bid for and become the purchasers of any
real or personal property sold at any foreclosure or like sale;
5. Take any other action, with reference to any entity,
including, but not limited to the exercise of any rights or powers as
a member, manager, partner, stockholder, director, officer, or in any
other capacity; to vote, to give proxies, with or without the power of
substitution, and to exercise other rights of a holder of securities;
6. Deposit securities with or transfer them to protective
committees, voting trusts, or with a committee, fiduciary, depository,
or similar body representing holders of securities, whether or not the
term thereof may extend beyond the period of administration of my
estate, join in any reorganization and pay assessments or
subscriptions called for in connection with securities held by mypersonal representatives, and register or qualify for exemption from
registration any securities held by my personal representatives;
7. Hold property or securities in bearer form, and hold any
property, including securities or real estate and maintain bank
accounts in the name of a nominee or nominees, without indication of
any fiduciary capacity or relationship;
8. Allocate receipts and charges between principal and income of
my estate as my personal representatives shall, in good faith,
determine, regardless of probate law and practice, to be consistent
with generally accepted trust accounting principles;
9. Allot in the satisfaction of any devise or bequest and in any
distribution or division of my estate, any property in kind or in the
actual state of investment in or towards satisfaction of any share
thereof at current fair market values (with no requirement to make any
adjustment because of differences in cost bases for income tax
purposes), my personal representatives' good faith determination of
such market values to be final and binding on all persons claiming
hereunder;
10. Keep any or all of the property of my estate at any place or
places in the STATE of MASSACHUSETTS, or elsewhere or with a
depository or custodian at such place or places;
11. Repair, store, insure or otherwise care for any tangible
personal property and pay such shipping or other expenses relating to
such property as my personal representatives shall deem advisable;
12. Employ as investment counsel, custodians, brokers,
accountants, appraisers, attorneys or other agents such persons,
firms, or organizations, including any personal representatives, and
any firm or organization of which any personal representative may be a
member or employee, as my personal representatives may deem necessary
or desirable and pay as an expense of the administration of my estate
the reasonable compensation of such persons, firms or organizations;
13. Settle, compromise, and refer to arbitration any matter in
any way affecting my estate or any of the property thereof
14. Participate in the formation, termination, dissolution,
liquidation, reorganization, recapitalization, consolidation, sale or
lease of any corporation, trust, partnership, joint venture, limited
liability company, or other business entity (hereinafter sometimes
called an "entity"), and to receive and retain any securities or other
property resulting therefrom;
15. Exercise, in whole or in part, any or all options or other
rights to purchase securities or obligations of any corporation;
16. Make contracts and covenants; to borrow and lend money with
or without security; to sell; exchange, lease, mortgage or pledge any
property, to grant easements over or options with respect to any
property; to determine the terms and manner of doing so; to forclose,
- 4 -by entry or otherwise; to extend, assign, give partial releases from
and discharge mortgages or pledges; to bid for and become the
purchaser of any real or personal property sold at any foreclosure or
similar sale; and to execute and deliver all appropriate instruments
connected with the foregoing, whether or not the effect thereof
extends beyond the termination of the administration of my estate;
17. Improve or develop real estate; to construct, alter or
repair buildings or structures on real estate; to settle boundary
lines and easements and other rights, with respect to real estate; to
partition and to join with co-owners and others in dealing with real
estate in any way;
18. Engage in short sales or to utilize other sophisticated
investment strategies;
19. Delegate any and all investment authority to any person,
including, without limitation, a broker-dealer, a managing director,
any employee of a broker-dealer or a trust company, regardless of the
nature of the entity;
20. Maintain a margin account and to engage in margin
transactions;
21. Maintain, repair, improve, develop, subdivide, partition,
change or alter any property;
22. Impose, amend or remove restrictions on the transfer of any
property;
23. Pay, postpone the payment of, resist, settle, compromise,
submit to arbitration, or enter into or maintain litigation to resolve
any claim or matter in dispute, including tax matters;
24. Open bank accounts with the right in any one or more of them
whenever more than one personal representative is serving hereunder to
make withdrawals therefrom;
25. Insure any property and to transfer any policy of insurance
with respect thereto;
26. Make distributions pro rata or not pro rata, in cash or in
kind or in both, at values on the date or dates of distribution (with
no requirement to make any adjustment because of differences in cost
bases for income tax purposes) ;
27. Pay the costs of shipping any property;
28. Make elections permitted under any pension, profit-sharing,
employee stock ownership, or other benefit plan, deferred compensation
plan or under any insurance contract;
29. Make or not make, in whole or in part, elections for tax
purposes, including without limitation, elections pursuant to the
provisions of Sections 642(g), 2056(b) (5), 2056(b) (7), 2523(£) and/or
-5-2652(a) (3) of the Code, and pursuant to the provisions of any federal
or state statutes of similar import which may be in force at the time
- of my death, whether or not any taxes occasioned by my death or
otherwise are increased thereby, and to refrain from making
compensating adjustments to income or principal as a result of
elections made or deductions taken on tax returns;
30. Make any distribution directly to any beneficiary,
regardless of his legal status; to his guardian; or, regardless of the
amount of said distributions, to the custodian, if any, named in this
Last Will and Testament, or to the then trustees of any established
trust which he is a beneficiary (including any trust designated to
receive my residuary estate under this Last Will and Testament) ;
otherwise to any custodian under the Uniform Transfer to Minors Act,
or corresponding statute of any jurisdiction; or to apply any
distribution for the benefit of such beneficiary. Any such
distribution shall be a complete discharge to my personal
representatives, to the extent of the amount so paid or applied
without any receipt;
31. Make advancements to any beneficiary hereunder, including
distributions to any trust designated to receive my residuary estate
under this Last Will and Testament.
B. Whenever more than one personal representative is serving
hereunder, discretionary decisions shall be made by a majority of my
personal representatives, but once made, may be implemented by any one
or more of my personal representatives.
c. 1. My personal representatives shall not be liable for any
loss or depreciation in value as a result of the retention of any
property upon which there are hazardous substances requiring remedial
action, pursuant to any environmental law, resulting from a failure to
clean up all or any part of any such property, or resulting from the
disposition of any such property, unless (and only to the extent that)
my personal representatives contributed to such loss or depreciation
in value through willful misconduct.
2. Notwithstanding anything to the contrary contained
herein, the powers granted to my personal representatives shall
include the following powers to:
a. Abandon, destroy or refuse to accept property that
either is or may be contaminated by any hazardous substances, is being
used or has been used for any activities directly or indirectly
involving hazardous substances, that could impair the value of other
estate assets, or that may be in violation of any environmental law;
b. Inspect and monitor real and personal property
(including, without limitation, interests in sole proprietorships,
partnerships, corporations or any other business entities and any
assets owned by any such business entities) for the purpose of
determining compliance with any environmental law affecting such
property, and to respond to actual or threatened violations of any
environmental law affecting such property;
= 6 =c. Take any action necessary to prevent, abate or otherwise
remedy any actual or threatened release off hazardous substances or
violation of any environmental law affecting any property, either
before or after the initiation of an enforcement action by any
governmental body;
d. Settle or compromise, at any time, any and all claims
against my estate that may be asserted by any governmental body or
private party, involving the alleged release or threatened release of
hazardous substances and for the alleged violation of any
environmental law affecting property;
e. Release or disclaim, in whole or in part, in accordance
with applicable Federal and state laws, at any time or times, any
power granted by any documents or any statute or rule of law which, in
the sole discretion of my personal representatives, may expose them to
liability under any environmental law or impair the value of the
estate assets; and
f. Charge the reasonable cost of any abatement, cleanup,
inspection, assessment, insurance, database review, or any other
response or remedial action, as authorized herein, against the assets
of my estate.
g. As used herein, the words "environmental law" shall mean
any federal, state or local law, rule, ordinance, judgment, decree,
order, license or regulation relating to protection of the environment
or human health, whether in existence now or hereafter enacted, and as
the same may be amended from time to time, including, but not limited
to the Comprehensive Environmental Response, Compensation and
Liability Act, the Superfund Amendments and Reauthorization Act of
1986, and similar analogous state laws, and the words "hazardous
substance" shall mean any substance defined as hazardous or toxic or
otherwise regulated by any environmental law.
32.
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Hp2rPAaIEA LAST WILL AND TESTAMENT OF CYNTHIA T. LEES I, CYNTHIA T. LEES, of WESTFIELD, HAMPDEN COUNTY, COMMONWEALTH of MASSACHUSETTS, make this my Last Will and Testament, hereby revoking all wills and codicils at any time heretofore made by me. My immediate family consists of my parents, ROBERT E. LEES and ELAINE J. LEES, of WESTFIELD, MASSACHUSETTS, and my sister, PAMELA J. LEES, of ENFIELD, CONNECTICUT. FIRST: A. I request my personal representatives to distribute my tangible personal property in accordance with a memorandum I may leave at my death, and its contents shall be binding upon my personal representatives. Except as provided above, I direct my personal representatives to dispose of my tangible personal property to my parents, ROBERT E. LEES and ELAINE J. LEES, of WESTFIELD, MASSACHUSETTS, equally or to the survivor of them, if any; if none, to my sister, PAMELA J. LEES, of ENFIELD, CONNECTICUT; if surviving. B. My personal representatives shall sell said real estate and dispose of the net proceeds as part of my residuary estate. SECOND: I give the rest of the estate which I own or to which I am in any way entitled at the time of my death (herein called "my — = residuary estate") to the Trustees for the time being of my Trust, :to © be held and disposed of by the said Trustees upon the trusts therein™ set forth, or, if my Trust is not in existence at my death, to be -* held, managed, invested, and reinvested in exactly the same manner as described in my Trust, and by the Trustees named therein or their > successors named therein, and for that purpose, I hereby incorporate _, the said Trust by reference in this, my Last Will and Testament. ~All ci references in this will to "my Trust" shall mean THE CYNTHIA T. LEES 7 2015 FAMILY TRUST, dated July 15, 2015, and any future amendments thereto. I direct that the residuary estate shall be held and administered in accordance with the terms of my Trust, as amended, commingled with any other property held by my Trustees thereof. THIRD: A. It is my intention that the burden of all federal, state or foreign death taxes shall be borne by the person on whom such burden is placed by applicable federal, state or foreign law, and that my personal representatives may exercise any rights of recovery provided by applicable federal, state and foreign law, except as hereinafter provided. "Death Taxes" shall mean all federal, state and foreign inheritance, legacy, succession, estate and like taxes payable by reason of my death. 1. To the extent possible, no death tax shall be paid from or charged against property that is not part of my probate estate or my Trust, and that qualifies for the federal or any applicable state estate tax marital or charitable deduction, including any property held in or passing to a qualifying charitable remainder trust or charitable lead trust, and I hereby waive any right of recovery my estate might otherwise have, pursuant to Section 2207B of the Code, or -1-"any similar provision of applicable state law, with respect to any such property. 2. To the extent that any death taxes, lawful debts, funeral expenses and expenses of administration of my estate which the Trustees of my Trust are authorized to pay, pursuant to the terms thereof are not so paid by said Trustees, such taxes, debts, and expenses shall be borne by my residuary estate. 3. To the extent possible, no death tax shall be paid from or charged against property that has an inclusion radio of zero for generation-skipping transfer tax purposes or that is otherwise exempt from such taxes, and I hereby waive any right of recovery my estate might otherwise have, pursuant to Section 2207B of the Code, or any similar provision of applicable state law, with respect to any such property. Notwithstanding the foregoing, my personal representatives may recover death taxes from any trust included in my estate, pursuant to Section 2044 of the Code which does not have an inclusion ratio of zero, to the extent permitted by the terms of such trust. 4. A tax on a generation-skipping transfer which is a direct skip under this Last Will and Testament or under my Trust shall be borne by my residuary estate, unless such transfer occurs as a result of a disclaimer by another person. B. My personal representatives may, from time to time, request from the Trustees of my Trust, such sum or sums as my personal representatives shall deem necessary for the satisfaction of pre-residuary legacies, my lawful debts, funeral expenses and expenses of administration of my estate, and any death tax which the said Trustees are authorized to pay. Cc. I give to my personal representatives full discretion to pay as part of my debts so much of the income and gift tax or taxes assessed as my estate, in the opinion of my personal representatives, becomes legally liable to pay. Except as otherwise provided herein, I authorize my personal representatives to make or consent to any or all elections and to exercise any or all options which may be available under the terms of applicable tax laws, including the allocation of any portion of my GST exemption under the Code, to any property as to which I did not make an allocation prior to my death. D. The "Code" shall mean the Federal Internal Revenue Code of 1986, as amended from time to time, and any references herein to "Sections" shall be understood to refer to sections of the Code, except where the context requires otherwise, and shall also include the corresponding provision of any subsequent federal tax law. "Taxes" shall be deemed to include any and all interest and penalties connected herewith. FOURTH: A. My personal representatives shall have full power to take any steps and do any acts which they may deem necessary or proper in connection with the due care, management, and disposition of the property and income of my estate. In particular, and in addition to = Dzbut not in limitation of any common law or statutory power under the law applicable to this will, my personal representatives shall have - and may exercise the following powers, authorities and discretions, without order or license of any court, or notice to or consent of beneficiaries: 1. Retain all property owned by me at my death, including, but not limited to any investments or cash, however the same may be acquired, for such periods of time as my personal representatives shall deem advisable and to purchase and invest and reinvest in any kind of real or personal property whatsoever (including property of a speculative or unproductive nature), notwithstanding the fact that any or all of the same may be of a character or size which, but for this express authority, would not be considered a proper investment for personal representatives to make, and in any property, regardless of its character, its quality, the principle of diversification or any other principle applicable to investment of fiduciaries, including, without limitation, any shares, participations, or other interest ina common trust fund or a mutual fund, and non-dividend paying shares of common stock, uninvested cash and any other unproductive property; 2. Sell at public or private sale, exchange, lease, give options and make contracts concerning any real or personal property included in my residuary estate for such consideration and upon such terms as to credit, security or otherwise as my personal representatives may determine, which leases, options and contracts may extend beyond the term of the settlement of my estate, and to make public or private offerings for the sale of any securities; to enter into agreements incident thereto containing representations, warranties and indemnity provisions, and to incur liabilities in connection therewith; 3. Borrow money for such periods of time and upon such terms and conditions as my personal representatives may deem advisable for the efficient administration of my estate, and mortgage and pledge such part or all of the property of my estate as my personal representatives deem necessary to secure the same; 4. Foreclose by entry or otherwise, extend, assign, give partial releases from, and discharge mortgages or pledges, and, as personal representatives hereunder, bid for and become the purchasers of any real or personal property sold at any foreclosure or like sale; 5. Take any other action, with reference to any entity, including, but not limited to the exercise of any rights or powers as a member, manager, partner, stockholder, director, officer, or in any other capacity; to vote, to give proxies, with or without the power of substitution, and to exercise other rights of a holder of securities; 6. Deposit securities with or transfer them to protective committees, voting trusts, or with a committee, fiduciary, depository, or similar body representing holders of securities, whether or not the term thereof may extend beyond the period of administration of my estate, join in any reorganization and pay assessments or subscriptions called for in connection with securities held by mypersonal representatives, and register or qualify for exemption from registration any securities held by my personal representatives; 7. Hold property or securities in bearer form, and hold any property, including securities or real estate and maintain bank accounts in the name of a nominee or nominees, without indication of any fiduciary capacity or relationship; 8. Allocate receipts and charges between principal and income of my estate as my personal representatives shall, in good faith, determine, regardless of probate law and practice, to be consistent with generally accepted trust accounting principles; 9. Allot in the satisfaction of any devise or bequest and in any distribution or division of my estate, any property in kind or in the actual state of investment in or towards satisfaction of any share thereof at current fair market values (with no requirement to make any adjustment because of differences in cost bases for income tax purposes), my personal representatives' good faith determination of such market values to be final and binding on all persons claiming hereunder; 10. Keep any or all of the property of my estate at any place or places in the STATE of MASSACHUSETTS, or elsewhere or with a depository or custodian at such place or places; 11. Repair, store, insure or otherwise care for any tangible personal property and pay such shipping or other expenses relating to such property as my personal representatives shall deem advisable; 12. Employ as investment counsel, custodians, brokers, accountants, appraisers, attorneys or other agents such persons, firms, or organizations, including any personal representatives, and any firm or organization of which any personal representative may be a member or employee, as my personal representatives may deem necessary or desirable and pay as an expense of the administration of my estate the reasonable compensation of such persons, firms or organizations; 13. Settle, compromise, and refer to arbitration any matter in any way affecting my estate or any of the property thereof 14. Participate in the formation, termination, dissolution, liquidation, reorganization, recapitalization, consolidation, sale or lease of any corporation, trust, partnership, joint venture, limited liability company, or other business entity (hereinafter sometimes called an "entity"), and to receive and retain any securities or other property resulting therefrom; 15. Exercise, in whole or in part, any or all options or other rights to purchase securities or obligations of any corporation; 16. Make contracts and covenants; to borrow and lend money with or without security; to sell; exchange, lease, mortgage or pledge any property, to grant easements over or options with respect to any property; to determine the terms and manner of doing so; to forclose, - 4 -by entry or otherwise; to extend, assign, give partial releases from and discharge mortgages or pledges; to bid for and become the purchaser of any real or personal property sold at any foreclosure or similar sale; and to execute and deliver all appropriate instruments connected with the foregoing, whether or not the effect thereof extends beyond the termination of the administration of my estate; 17. Improve or develop real estate; to construct, alter or repair buildings or structures on real estate; to settle boundary lines and easements and other rights, with respect to real estate; to partition and to join with co-owners and others in dealing with real estate in any way; 18. Engage in short sales or to utilize other sophisticated investment strategies; 19. Delegate any and all investment authority to any person, including, without limitation, a broker-dealer, a managing director, any employee of a broker-dealer or a trust company, regardless of the nature of the entity; 20. Maintain a margin account and to engage in margin transactions; 21. Maintain, repair, improve, develop, subdivide, partition, change or alter any property; 22. Impose, amend or remove restrictions on the transfer of any property; 23. Pay, postpone the payment of, resist, settle, compromise, submit to arbitration, or enter into or maintain litigation to resolve any claim or matter in dispute, including tax matters; 24. Open bank accounts with the right in any one or more of them whenever more than one personal representative is serving hereunder to make withdrawals therefrom; 25. Insure any property and to transfer any policy of insurance with respect thereto; 26. Make distributions pro rata or not pro rata, in cash or in kind or in both, at values on the date or dates of distribution (with no requirement to make any adjustment because of differences in cost bases for income tax purposes) ; 27. Pay the costs of shipping any property; 28. Make elections permitted under any pension, profit-sharing, employee stock ownership, or other benefit plan, deferred compensation plan or under any insurance contract; 29. Make or not make, in whole or in part, elections for tax purposes, including without limitation, elections pursuant to the provisions of Sections 642(g), 2056(b) (5), 2056(b) (7), 2523(£) and/or -5-2652(a) (3) of the Code, and pursuant to the provisions of any federal or state statutes of similar import which may be in force at the time - of my death, whether or not any taxes occasioned by my death or otherwise are increased thereby, and to refrain from making compensating adjustments to income or principal as a result of elections made or deductions taken on tax returns; 30. Make any distribution directly to any beneficiary, regardless of his legal status; to his guardian; or, regardless of the amount of said distributions, to the custodian, if any, named in this Last Will and Testament, or to the then trustees of any established trust which he is a beneficiary (including any trust designated to receive my residuary estate under this Last Will and Testament) ; otherwise to any custodian under the Uniform Transfer to Minors Act, or corresponding statute of any jurisdiction; or to apply any distribution for the benefit of such beneficiary. Any such distribution shall be a complete discharge to my personal representatives, to the extent of the amount so paid or applied without any receipt; 31. Make advancements to any beneficiary hereunder, including distributions to any trust designated to receive my residuary estate under this Last Will and Testament. B. Whenever more than one personal representative is serving hereunder, discretionary decisions shall be made by a majority of my personal representatives, but once made, may be implemented by any one or more of my personal representatives. c. 1. My personal representatives shall not be liable for any loss or depreciation in value as a result of the retention of any property upon which there are hazardous substances requiring remedial action, pursuant to any environmental law, resulting from a failure to clean up all or any part of any such property, or resulting from the disposition of any such property, unless (and only to the extent that) my personal representatives contributed to such loss or depreciation in value through willful misconduct. 2. Notwithstanding anything to the contrary contained herein, the powers granted to my personal representatives shall include the following powers to: a. Abandon, destroy or refuse to accept property that either is or may be contaminated by any hazardous substances, is being used or has been used for any activities directly or indirectly involving hazardous substances, that could impair the value of other estate assets, or that may be in violation of any environmental law; b. Inspect and monitor real and personal property (including, without limitation, interests in sole proprietorships, partnerships, corporations or any other business entities and any assets owned by any such business entities) for the purpose of determining compliance with any environmental law affecting such property, and to respond to actual or threatened violations of any environmental law affecting such property; = 6 =c. Take any action necessary to prevent, abate or otherwise remedy any actual or threatened release off hazardous substances or violation of any environmental law affecting any property, either before or after the initiation of an enforcement action by any governmental body; d. Settle or compromise, at any time, any and all claims against my estate that may be asserted by any governmental body or private party, involving the alleged release or threatened release of hazardous substances and for the alleged violation of any environmental law affecting property; e. Release or disclaim, in whole or in part, in accordance with applicable Federal and state laws, at any time or times, any power granted by any documents or any statute or rule of law which, in the sole discretion of my personal representatives, may expose them to liability under any environmental law or impair the value of the estate assets; and f. Charge the reasonable cost of any abatement, cleanup, inspection, assessment, insurance, database review, or any other response or remedial action, as authorized herein, against the assets of my estate. g. As used herein, the words "environmental law" shall mean any federal, state or local law, rule, ordinance, judgment, decree, order, license or regulation relating to protection of the environment or human health, whether in existence now or hereafter enacted, and as the same may be amended from time to time, including, but not limited to the Comprehensive Environmental Response, Compensation and Liability Act, the Superfund Amendments and Reauthorization Act of 1986, and similar analogous state laws, and the words "hazardous substance" shall mean any substance defined as hazardous or toxic or otherwise regulated by any environmental law. 32. 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