NPB SC 13D

0000950159-06-000676.txt : 20060505 0000950159-06-000676.hdr.sgml : 20060505 20060505164455 ACCESSION NUMBER: 0000950159-06-000676 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20060505 DATE AS OF CHANGE: 20060505 GROUP MEMBERS: EVELYN M. OVERSTREET FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Overstreet Estate of James K CENTRAL INDEX KEY: 0001361994 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 610-933-8069 MAIL ADDRESS: STREET 1: UNRUH, TURNER, BURKE & FREES, PC STREET 2: 120 GAY STREET - P. O. BOX 289 CITY: PHOENIXVILLE STATE: PA ZIP: 19460 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL PENN BANCSHARES INC CENTRAL INDEX KEY: 0000700733 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 232215075 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-34736 FILM NUMBER: 06813634 BUSINESS ADDRESS: STREET 1: PHILADELPHIA AND READING AVES STREET 2: PO BOX 547 CITY: BOYERTOWN STATE: PA ZIP: 19512 BUSINESS PHONE: 1-800-822-3321 MAIL ADDRESS: STREET 1: PHILADELPHIA AND READING AVES STREET 2: P. O. BOX 547 CITY: BOYERTOWN STATE: PA ZIP: 19512 SC 13D 1 npbsc13d.htm NPB SC 13D NPB SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. ____)*

NATIONAL PENN BANCSHARES, INC.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

63713810

(CUSIP Number)

David M. Frees, III,

Unruh, Turner, Burke & Frees, P.C.

120 Gay Street-P. O. Box 289,

Phoenixville, PA 19460, 610-933-8069

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 17, 2006

(Date of Event Which Requires Filing

of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the

subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check

the following box. |_|

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule,

including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with

respect to the subject class of securities, and for any subsequent amendment containing information which

would alter disclosure provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose

of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that

section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

Page 1 of 9

CUSIP No.	63713810
- ------------------------------------------------------------------------------
1	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
	(Entities Only)
	ESTATE OF JAMES K. OVERSTREET, DECEASED
- ------------------------------------------------------------------------------
2	Check the Appropriate Box If a Member of a Group (See Instructions)
	a. \|_\|
	b. \|_\|
- ------------------------------------------------------------------------------
3	SEC Use Only
- ------------------------------------------------------------------------------
4	Source of Funds (See Instructions)
	- See Item 5(c) 00
- ------------------------------------------------------------------------------
5	Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
	Items 2(d) or 2(e) \|_\|
- ------------------------------------------------------------------------------
6	Citizenship or Place of Organization
	PENNSYLVANIA

- ------------------------------------------------------------------------------
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power 3,016,329.75

	8	Shared Voting Power 25,559

	9	Sole Dispositive Power 3,016,329.75

	10	Shared Dispositive Power 25,559
-------------------------------------------------------------------------------
11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,041,888.25
-------------------------------------------------------------------------------
12	Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
	(See Instructions) \|_\|
-------------------------------------------------------------------------------
13	Percent of Class Represented By Amount in Row (11)
	6.52
-------------------------------------------------------------------------------
14	Type of Reporting Person (See Instructions)
	00

Page 2 of 9

CUSIP No.	63713810
- ------------------------------------------------------------------------------
1	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
	(Entities Only)
	Evelyn M. Overstreet
- ------------------------------------------------------------------------------
2	Check the Appropriate Box If a Member of a Group (See Instructions)
	a. \|_\|
	b. \|_\|
- ------------------------------------------------------------------------------
3	SEC Use Only
- ------------------------------------------------------------------------------
4	Source of Funds (See Instructions)
	- See Item 5(c) 00
- ------------------------------------------------------------------------------
5	Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
	Items 2(d) or 2(e) \|_\|
- ------------------------------------------------------------------------------
6	Citizenship or Place of Organization

	United States of America
- ------------------------------------------------------------------------------
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power 188,490.5

	8	Shared Voting Power 1,800

	9	Sole Dispositive Power 188,490.5

	10	Shared Dispositive Power 1,800
-------------------------------------------------------------------------------
11	Aggregate Amount Beneficially Owned by Each Reporting Person 190,290.5
-------------------------------------------------------------------------------
12	Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
	(See Instructions) \|_\|
-------------------------------------------------------------------------------
13	Percent of Class Represented By Amount in Row (11)
	.41
-------------------------------------------------------------------------------
14	Type of Reporting Person (See Instructions)
	IN

Page 3 of 9

Item 1 - Security and Issuer

The class of equity securities to which this Schedule 13D relates is the common stock (without par value) of National Penn Bancshares, Inc., a Pennsylvania business corporation and registered bank holding company (“NPBC”). The principal executive offices of NPBC are located at Reading & Philadelphia Avenues, Boyertown, Pennsylvania, 19512.

Item 2 - Identity and Background

This Schedule 13D is filed by the Estate of James K. Overstreet, Deceased (the “Estate”) and by Mrs. Evelyn M. Overstreet, the decedent’s spouse, pursuant to a Joint Filing Agreement dated May 5, 2006, a copy of which is attached hereto as exhibit 1.

The Estate is being administered by Elizabeth A. Fifer, Executrix under the Will of James K. Overstreet, which was admitted to probate on April 25, 2006, by the Register of Wills of Chester County, Pennsylvania. The address of the Estate is 1330 Charlestown Road, Phoenixville, PA 19460. Mrs. Fifer has never been convicted in a criminal proceeding or sanctioned in any civil proceeding relating to the federal or state securities laws as described in Item 2(d) and (e) of Schedule 13D. Mrs. Fifer is a citizen of the United States of America. A copy of the Will of James K. Overstreet and evidence of authority of Mrs. Fifer as Executrix of the Estate are attached hereto as Exhibits 2 and 3, respectively.

Mrs. Overstreet is retired. Her address is 315 Natlie Drive, Phoenixville, PA 19460. Mrs. Overstreet has never been convicted in a criminal proceeding or sanctioned in any civil proceeding relating to the federal or estate securities laws as described in Item 2(d) and (e) of Schedule 13D. Mrs. Overstreet is a citizen of the United States of America.

Mrs. Overstreet is the mother of Elizabeth A. Fifer, Executrix of the Estate. Mrs. Fifer holds a durable power of attorney authorizing her to act as her mother’s agent. A copy of the durable power of attorney is attached hereto as Exhibit 4.

To the extent that either filing party may develop material information in addition to, or different from, the information set forth in this Schedule 13D, the filing party will promptly amend this Schedule 13D as may be necessary to supply such additional or different material information.

Item 3 - Source and Amount of Funds or Other Consideration

The Estate acquired all shares of NPBC common stock beneficially owned by it upon the death of James K. Overstreet on April 17, 2006.

Mrs. Overstreet acquired 1,034 shares of NPBC common stock, and Mrs. Overstreet and Mrs. Fifer acquired 1,800 shares of NPBC common stock, upon the death of James K. Overstreet. These shares were held with Mr. Overstreet as joint tenants with right of survivorship, and thus passed to the surviving joint tenants by operation of law on April 17, 2006. In addition, Mrs. Overstreet holds 190,290.50 shares of NPBC common stock which were previously acquired with her personal funds or Mr. Overstreet’s personal funds.

Page 4 of 9

Item 4. Purpose of Transaction

As previously disclosed by James K. Overstreet in a Schedule 13D and subsequent amendments thereto, Mr. Overstreet had acquired NPBC common stock as a passive investment. Both the Estate and Mrs. Overstreet have a similar passive investment intent. Specifically, neither the Estate nor Mrs. Overstreet has any present plan or proposal that would relate to or result in (a) the acquisition by any person of additional securities of NPBC, (b) except as described in this Item 4 and Item 6 of this Schedule 13D, the disposition of any securities of NPBC, (c) any extraordinary corporate transaction involving NPBC, or (d) any other event described in Item 4(e) through 4(j) of Schedule 13D. The Estate’s ultimate disposition of the shares of NPBC common stock beneficially owned by it will be governed by the Will of James K. Overstreet and applicable law, and will be made in due course in the administration of the Estate.

Item 5. Interest in Securities of the Issuer

The Estate beneficially owns 3,041,888.25 shares of NPBC common stock, representing approximately 6.52% of NPBC’s common stock outstanding (based on the number of shares outstanding reported by NPBC in its most recently available filing with the Securities and Exchange Commission). The Estate has sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition of 3,016,329.75 shares. The Estate has shared power to vote or to direct the vote, and shared power to dispose or direct the disposition of 25,559 shares owned directly by S.O.C.O. Enterprises, a general partnership in which Mr. Overstreet was a partner.

Mrs. Overstreet beneficially owns 190,290.50 shares of NPBC common stock, representing approximately .41% of NPBC’s common stock outstanding (based on the number of shares outstanding reported by NPBC in its most recently available filing with the SEC). Mrs. Overstreet has sole power to vote or to direct the voting, and sole power to dispose or direct the disposition of 188,490.5 shares. Mrs. Overstreet has shared power to vote or to direct the vote, and shared power to dispose or to direct the disposition of 1,800 shares.

Mrs. Fifer, for so long as she remains Executrix of the Estate and for so long as she continues to hold a durable power of attorney from Mrs. Overstreet, may exercise on behalf of the Estate and Mrs. Overstreet, respectively, the voting power and investment power described in this Item 5.

During the past 60 days, neither the Estate nor Mrs. Overstreet has carried out any transaction in NPBC common stock.

Item 6. Contracts, Arrangements, Understandings or Relationships with

Respect to Securities of the Issuer

There are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons named in Item 2 of this Schedule 13D with respect to any NPBC securities, except as described in Item 2, which information is incorporated by reference into this Item 6.

There are no contracts, arrangements, understandings or relationships (legal or otherwise) between any person named in Item 2 of this Schedule 13D and any other person with respect to any NPBC securities, except as follows:

2,008,490 shares of NPBC common stock are pledged by the Estate and 105,369 shares of NPBC common stock are pledged by Mrs. Overstreet to secure indebtedness to various financial institutions incurred for borrowings or to secure guarantees of such borrowings by third parties. In each case, the secured party cannot exercise voting power or investment power over the pledged securities in the absence of an uncured default under the loan documents.

Page 5 of 9

The Estate is a party to the S.O.C.O. Enterprises Buy and Sell Agreement dated September 1, 2001, a copy of which is attached hereto as Exhibit 5. Pursuant to this Agreement, the remaining partners in the Partnership are obligated to purchase the Estate’s 43.75% general partnership interest, which purchase would result in the Estate’s disposition of beneficial ownership of 25,559 shares of NPBC common stock held by the Partnership. The Estate and the remaining partners in the Partnership are currently engaged in discussions that could result in a different resolution of this matter.

Item 7. Material to be Filed as Exhibits.

The following exhibits are attached hereto and incorporated by reference into this Item 7 by inference:

Exhibit	Description

1	Joint Filing Agreement dated May 5, 2006 between the Estate of James K. Overstreet and Evelyn M. Overstreet.

2	Will dated January 17, 2005, of James K. Overstreet.

3	Evidence of Authority of Elizabeth A. Fifer, Executrix of the Estate of James K. Overstreet, deceased.

4	Durable Power of Attorney executed by Evelyn M. Overstreet, dated September 13, 1993, appointing Elizabeth A. Fifer as attorney-in-fact and agent.

5	S.O.C.O. Enterprises Partnership Buy and Sell Agreement dated September 1, 2001, among Thomas M. Saltsgiver, James K. Overstreet, Terry J. Crocker, and Richard E. O’Neill.

Page 6 of 9

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		THE ESTATE OF JAMES K. OVERSTREET, DECEASED

Date:	May 5, 2006	By:	/s/Elizabeth A. Fifer
			Name:	Elizabeth A. Fifer
			Title:	Executrix

Page 7 of 9

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		EVELYN M. OVERSTREET

Date:	May 5, 2006	By:	/s/Elizabeth A. Fifer
			Name:	Elizabeth A. Fifer
			Title:	Attorney-in-Fact

Page 8 of 9

EXHIBIT INDEX

Exhibit	Description

1	Joint Filing Agreement dated May 5, 2006 between the Estate of James K. Overstreet and Evelyn M. Overstreet.

2	Will dated January 17, 2005, of James K. Overstreet.

3	Evidence of Authority of Elizabeth A. Fifer, Executrix of the Estate of James K. Overstreet, deceased.

4	Durable Power of Attorney executed by Evelyn M. Overstreet, dated September 13, 1993, appointing Elizabeth A. Fifer as attorney-in-fact and agent.

5	S.O.C.O. Enterprises Partnership Buy and Sell Agreement dated September 1, 2001, among Thomas M. Saltsgiver, James K. Overstreet, Terry J. Crocker, and Richard E. O’Neill.

Page 9 of 9

EX-99.1 2 ex1.htm EXHIBIT 1 Exhibit 1

EXHIBIT 1

JOINT FILING AGREEMENT

The undersigned hereby agree to make a joint filing on Schedule 13D with respect to National Penn Bancshares, Inc. common stock beneficially owned by each of them; it being understood that each filer is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein.

Date: May 5, 2006	THE ESTATE OF JAMES K.
	OVERSTREET, DECEASED

	By: /s/ Elizabeth A. Fifer
	Elizabeth A. Fifer, Executrix




	EVELYN M. OVERSTREET


	By: /s/ Elizabeth A. Fifer
	Elizabeth A. Fifer, Attorney-in-Fact

Page 1 of 1

EX-99.2 3 ex2.htm EXHIBIT 2 Exhibit 2

EXHIBIT 2

WILL

I, JAMES K. OVERSTREET, of Chester County, Pennsylvania, make this my last Will, hereby revoking all prior Wills and Codicils.

FIRST: My Executrix shall pay the expenses of my last illness and funeral as soon as convenient after my death.

SECOND: I give all my tangible personal property and insurance policies thereon to my wife, EVELYN M. OVERSTREET, if she survives me by thirty (30) days; otherwise, to my daughter, ELIZABETH A. FIFER, if she survives me; otherwise, to her children who survive me, equally.

I may leave a memorandum setting forth suggestions as to the distribution of certain items and, while the memorandum is not to be legally binding, I hope the suggestions in it will be carried out.

THIRD: I hereby make the following gifts:

A. I give the lesser of (1) Fifteen Million Dollars ($15,000,000.00) or (2) twenty percent (20%) of my gross estate as calculated for Federal estate tax purposes to my daughter, ELIZABETH A. FIFER, if she survives me.

B. I give the sum of (1) Five Million Dollars ($5,000,000.00) to my Trustee hereinafter named for the benefit of my son, JAMES K. OVERSTREET, II, and specifically for the following uses and purpose:

1. During his lifetime:

a. As much of the net income from his trust as my trustee may think desirable taking into account funds available from other sources, and my desire to encourage my son's self-sufficiency, may be paid to him, in quarterly or other convenient installments or shall be accumulated and added to principal hereunder in the sale discretion of my trustee;

b. As much of the principal, and accumulated income if any, of his trust as my trustee may from time to time think desirable -taking into account funds available from other sources - for the health, support, maintenance, education or for the purchase of a primary residence for that child either shall be paid to my son or shall be applied directly for those purposes; provided further that until my son reaches the age of eighteen (18) or graduates from high school whichever occurs later, the principal of the trust shall be distributed to pay any enforceable support obligation provided for by Court Order, or otherwise provided for by law, and which has not been otherwise paid hereunder.

c. My son, JAMES K. OVERSTREET, II, shall have the right to withdraw up to one-tenth of the then principal of his trust at any time after reaching twenty-five (25) years of age, up to one-quarter of the then balance thereof at any time after reaching thirty (30) years of age and one-half of the balance thereof at any time after reaching thirty-five (35) years at age and the entire balance thereof at any time after reaching the age of forty (40) years of age.

Page 1 of 12

2. At my son's death [or at the time for the setting apart of shares in the case of a child who dies before that time], any then-remaining principal of his trust shall be paid:

a. To such one or more persons or organizations- including his estate, his creditors, and the creditors of his estate on such terms as he may appoint by a will specifically referring to this power of appointment; or, in default of appointment or insofar as it is not effective,

b. To such of his then-living issue, per stirpes; or in default of such issue,

c. To such of my then-living issue, per stirpes, [any portion thus accruing to a beneficiary for whom principal is then held in trust hereunder to be added to and thereafter treated as a part of such principal]; or in default of such issue,

d. If there are then no living beneficiaries, to the persons who would be entitled to inherit from me under the Pennsylvania Intestate Law as if I had then died intestate.

FOURTH: I give and devise the entire residue of my estate to my Trustee hereinafter, IN TRUST, NEVERTHELESS, for the following:

1. Trustee shall pay the net income at least quarterly to or for the benefit of my wife, EVELYN M. OVERSTREET, for life.

2. In addition, Trustee from time to time shall pay to my wife or for her benefit such of the principal as Trustee, in her sole discretion, deems necessary to provide for her health, maintenance, and support.

3. Upon the death of my wife, EVELYN M. OVERSTREET, (or upon my death if she predeceases me), Trustee shall pay to my wife's estate an amount equal to the difference between (a) the total death taxes payable by reason of her death and (b) the amount of such taxes that would have been payable had the assets in this Marital Deduction Terminable Interest Trust not been included in her estate. Trustee shall pay the then remaining principal to my Trustee, hereafter named, IN TRUST, as follows:

a. During my daughter's, ELIZABETH A. FIFER, lifetime:

i. As much of the income and principal of this trust as my Independent Trustee may from time from time think desirable - taking into accounting funds from other sources - may be paid to my daughter or applied directly for those purposes. Any income not so distributed shall be added to and shall become part of the principal

ii. I further provide that my trust beneficiary shall be given the right to liberally use the assets and the Family Trustee (or the Independent Trustee if there is no Family Trustee acting) is hereby specifically authorized to acquire assets that are expected to appreciate in value for use by the beneficiary. I encourage the acquisition of these assets and use of these assets rather than the outright distribution of assets to my trust beneficiary. I therefore further specifically authorize my Family Trustee, (or the Independent Trustee if there is no Family Trustee acting) in addition to those powers more fully set forth in the trustee powers, to invest in assets such as homes, art work, jewelry and business and investment opportunities (whether speculative or not) that have a significant potential for appreciation.

Page 2 of 12

b. Upon my daughter’s death (or at the time for setting apart her share if she if not then-living), the remaining balance shall be distributed as follows:

i. To such one or more persons or organizations - including her estate, her creditors, and the creditor of her estate, on such terms and subject to such trust as she may appoint by a will specifically referring to this power of appointment; or, in default of appointment or insofar as it is not effective.

ii. To her then-living issue, per stirpes; subject to trusts for minors hereunder or in default of such issue,

iii. To my then-living issue, per stirpes [any portion thus accruing to a child for whom principal is then held in trust hereunder to be added to and thereafter treated as a part of such principal]; or in default of such issue,

iv. If there are then no living beneficiaries, the residue of my estate shall be distributed to the persons who would be entitled to inherit from me under the Pennsylvania Interstate Law as if I had then died intestate.

4. Any property included in my estate at the time of my death and assigned or conveyed in kind to satisfy this Trust (sometimes herein referred to as the “Marital Deduction Terminable Interest Trust”) shall be valued for purposed of distribution at the value thereof as finally determined for Federal estate tax purposes; any other property so transferred shall be valued for that purpose at its cost.

5. I intend that the trust for my wife, created in this Paragraph FOURTH shall qualify under the marital deduction provisions of the Internal Revenue Code of 1986, as the same may be amended, or the corresponding provisions of any subsequent Internal Revenue laws (“Code”). Any provision of this Will shall be disregarded for purposes of this Trust if it would disqualify any property held hereunder from the marital deduction or shall be interpreted in such a manner as to qualify such property for the marital deduction. Notwithstanding any other provision of this Will, if any property of this Marital Deduction Terminable Interest Trust is or becomes unproductive, my wife shall have the right to require Trustee to make such property productive, and if Trust is unable to do so within a reasonable time, to dispose of it and invest the proceeds in productive property.

6. Anything herein provided to the contrary notwithstanding, the specific bequests in Paragraph SECOND and the death taxes as provided for in Paragraph SIXTH hereof shall take priority over this Marital Deduction Terminable Interest Trust.

FIFTH: 1. "Issue" shall include persons adopted during minority into a line of descent benefited under this Will and their issue, even though adoption occurs after execution of this Will or after my death.

Page 3 of 12

2. No exercise of any power of appointment herein created shall be valid unless specific reference is made to this Will.

3. Anything herein to the contrary notwithstanding, if my wife and I should die under such circumstances or in such manner that it is impossible to determine who died first, it shall be presumed conclusively that she survived me.

SIXTH: 1. All death taxes (including penalties and interest thereon) payable by reason of my death (except generation skipping taxes for which liability otherwise would be determined in accordance with §2603(a)(1) or §2603(a)(2) of the Code) shall of my residuary estate, even though assessed against property not passing under this Will or passing under a Paragraph of this Will other than that disposing of my residuary estate. All other devises and legacies made herein, specifically including any and all death taxes attributable to the trust for my son established under Article THIRD B., shall be tax free.

2. Anything further herein to the contrary notwithstanding, the provisions of this Paragraph shall in no way limit the rights of my estate to recover any amounts under the Internal Revenue Code or under any similar state statutory right of apportionment unless (and only to the extent) the instruments giving rise to the property transfers which create such statutory right (or other instruments) specifically provide for the payment of incremental death taxes attributable to the inclusion of such property in my estate.

SEVENTH:

A. Subject to the express grant herein of certain rights to withdraw assets and/or powers of appointment, no beneficiary of this estate or any trust hereunder shall alienate, anticipate, assign, encumber or hypothecate his or her interest in the principal or income of the estate or trust in any manner prior to the actual receipt by the beneficiary. To the fullest extent of the law, the interests of any beneficiary shall not be subject to the claims of his or her creditors or liable to attachment, execution or other process of law.

B. Further, the interest of each beneficiary and the income of the trust hereunder shall be free from the control or interference of any creditor of a beneficiary or any spouse of a married beneficiary and shall not be subject to attachment or susceptible of anticipation or alienation. Nothing contained hereunder shall be construed as restricting in any way the exercise of any powers or discretions granted hereunder.

C. In the event any Trustee hereunder is prevented by a court from disregarding any such attempted creditor or beneficiary action during the continuance of such court's imposition, the Trustee shall hold and accumulate any principal and/or income which should otherwise have been distributed to a beneficiary and, except as the Trustee is permitted by the court to distribute such principal and/or income (i) directly to or for the separate benefit of such beneficiary (e.g. for reasonable support in his accustomed manner of living, or (ii) pursuant to any exercise of power, upon such beneficiary's death any principal and/or income so held and accumulated shall be added to an disposed of as a part of the then principal of that trust as otherwise provided in this instrument.

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EIGHTH: My Executrices, Trustee, and their successors shall have the following powers in addition to those given by law, to be exercised in their sole discretion and without court approval:

1. To retain any securities, real estate, business interests, and other property as long as they deem it advisable, regardless of whether income producing or resulting in a lack of diversification.

2. To invest in such securities (including common and preferred stocks), real estate, business interests, mortgages, and other property as they deem prudent, without restriction to so-called legal investments.

3. To (a) participate in any merger or reorganization; (b) deposit stocks under voting agreements; (c) give proxies.

4. Subject to the provisions of Paragraph NINTH hereof, to (a) sell or exchange any securities, real estate, business interests, or other property at public or private sale; allocated pro rata. (b) lease property without restriction as to term; (c) give options.

5. To make distribution in kind and without requiring assets to be allocated pro rata.

6. To purchase securities at premiums and to amortize premiums out of income and principal. Anything herein to the contrary notwithstanding, the provisions of this Subparagraph shall not affect the requirement for payment of all income to the income beneficiary of any trust or share established hereunder which is eligible to hold stock in a Subchapter S corporation.

7. To compromise claims.

8. To register securities in the name of a nominee.

9. To execute joint income tax returns and to consent to the splitting of gifts for Federal gift tax purposes.

10. To borrow money and to mortgage or pledge any real or personal property in such amounts and on such terms as they deem advisable.

11. To treat stock dividends and extraordinary corporate distributions, of whatever size, in all trusts established hereunder, except the Marital Deduction Terminable Interest Trust, as income or principal. Anything herein to the contrary notwithstanding, the provisions of this Subparagraph shall not affect the requirement for payment of all income to the income beneficiary of any trust or share established hereunder which is eligible to hold stock in a Subchapter S corporation.

12. To charge administration expenses to principal or income; provided, not affect the requirement for payment of all income from the Marital Deduction Terminable Interest Trust to my wife.

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13. To employ and compensate (without reduction in fees paid to my Fiduciaries hereunder) an accountant, investment counsel, agent, or custodian and to compensate such person or persons from income or principal; provided, however, that this provision shall not affect the requirement for payment of all income from the Marital Deduction Terminable Interest Trust to my wife. Anything herein to the contrary notwithstanding, the provisions of this Subparagraph shall not affect the requirement for payment of all income to the income beneficiary of any trust or share established hereunder which is eligible to hold stock in a Subchapter S corporation.

14. To exercise any law-given elections to (a) treat administrative expenses either as income tax or as estate tax deductions, without regard to whether the expenses were paid from principal or income; (b) select the estate tax valuation date; (c) treat in whole or in part any property passing under the Martial Deduction Terminable Interest Trust established hereunder as “qualified terminable interest property” for which a martial deduction is allowed under §2056(b)(7) of the Code; (d) allocate or refrain from allocating any unused generation skipping tax exemption to any testamentary or inter vivos gift or trust made by me or my wife, in such manner as they, in their sole discretion, shall determine, without liability to any beneficiary thereof, (e) make any other tax election which may be available under any tax law.

The right to exercise any such law-given elections shall be available without regard to whether the Marital Deduction Terminable Interest Trust will be increased or decreased thereby and without requiring any adjustments between principal and

15. To make any loans, either secured or unsecured, in such amounts, upon such terms, at such rates of interest, and to such individuals, partnerships, or corporations, as they deem advisable.

16. To make disclaimers.

17. To appoint personal representatives for purposes of ancillary administration, if necessary.

18. To combine any trust created hereunder with trusts created by me or others having identical terms and beneficiaries.

19. To the extent permitted by law, to divide any trust created hereunder into sub-trusts for purposes of administration if the generation skipping tax inclusion ratio of such trust otherwise would not be zero or one.

20. To conduct alone or with others any business in which I am engaged or in which I have an interest at my death, with all powers of an owner with respect thereto, including the power to delegate discretionary duties to others; to expand, contract, and discontinue such business; and to change the form in which the business maybe conducted (whether corporation, partnership, sole proprietorship, joint venture, trust, syndication, or otherwise without limitation) to carry on such business and, in connection therewith, to organize and dissolve partnerships, corporations, and other forms, and to consent to and take part in any of the foregoing.

21. Subject to the provisions of Paragraph NINTH hereof, to sell any business, real estate, or other property in which I am engaged or in which I have an interest at my death to such parties (including beneficiaries and fiduciaries, irrespective of any statute or rule of law limiting self-dealing) at such prices and on such terms as they deem appropriate, their selection among competing offers to be conclusive and not subject to question by anyone.

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22. To elect or join in any election of Code “S” corporation status for any corporate interest hereunder.

23. To partition, subdivide or improve real estate and to enter into agreements concerning the partition, subdivision, improvement, zoning or management of any real estate in which my estate or any trust hereunder has an interest and to impose or extinguish restrictions on any such real estate.

24. In addition to the investment powers conferred above, the Executors and Trustees are authorized (but not directed) to acquire and retain investments not regarded as traditional for estates and trusts, including investments that would be forbidden or would be regarded as imprudent, improper or unlawful by the "prudent person" rule, "prudent investor" rule, or any other rule or law which restricts a fiduciary's capacity to invest. The Executors and Trustees, in the exercise of sole and absolute discretion, may invest in any type of property, wherever located, including any type of security or option, improved or unimproved real property, and tangible or intangible personal property, and in any manner, including direct purchase, joint ventures, partnerships, limited partnerships, limited liability companies, corporations, mutual funds, business trusts or any other form of participation or ownership whatsoever (other than, during the Grantor's lifetime, any policy of insurance on the life of the Grantor or the Grantor's spouse including any interest under any split-dollar arrangement with respect to any such policy). In making investments, the Trustees may disregard any or all of the following factors:

A. Whether a particular investment, or the trust investments collectively, will produce a reasonable rate of return or result in the preservation of principal.

B. Whether the acquisition or retention of a particular investment or the trust investments collectively are consistent with any duty of impartiality as to the different beneficiaries. The Grantor intends that no such duty shall exist.

C. Whether the trust is diversified. The Grantor intends that no duty to diversify shall exist.

D. Whether any or all of the trust investments would traditionally be classified as too risky or speculative for trusts. The entire trust may be so invested. The Grantor intends the Trustees to have sole and absolute discretion in determining what constitutes acceptable risk and what constitutes proper investment strategy.

The Grantor's purpose in granting the foregoing authority is to modify the "prudent person" rule, "prudent investor" rule, or any other rule or law which restricts a fiduciary's ability to invest insofar as any such rule or law would prohibit an investment or investments because of one or more factors listed above, or any other factor relating to the nature of the investment itself The Grantor does this because the Grantor believes it is in the best interests of the beneficiaries of the trusts created hereunder to give the Trustees broad discretion in managing the assets of the trusts created hereunder.

Page 7 of 12

25. To drill, test, explore, maintain, develop and otherwise exploit, either alone or jointly with others, any and all property in which any trust created hereunder may have any rights or interests of whatsoever kind or nature with respect to oil, gas, minerals, timber or other natural resources, whether originally a part of the trust or subsequently acquired, and to pay the costs and expense thereof, together with all delay rentals, bonuses, royalties, overriding royalties, drilling and operating expenses, taxes, assessments and other charges and burdens in connection therewith; to enter into operation, farm-out, pooling or utilization agreements in connection with any or all of such rights or interests; and to extract, remove, process, convert, retain, store, sell or exchange such rights and interests and the production therefrom, in such manner, to such extent, on such terms and for such consideration as the Trustees, in the exercise of sole and absolute discretion, may deem advisable;

26. To permit anyone or more of the beneficiaries of any trust created hereunder, as the Trustees, in the exercise of sale and absolute discretion, may determine, to occupy any real property and to use any tangible personal property forming part of the trust on such terms as the Trustees, in the exercise of sale and absolute discretion, may determine, whether for rent, rent-free, in consideration of payment of taxes, insurance, maintenance or ordinary repairs, or otherwise;

27. To execute and deliver any and all instruments to carry out any of the foregoing powers, no party to any such instrument being required to inquire into its validity or to see to the application of any money or other property paid or delivered pursuant to the terms of any such instrument.

NINTH: Notwithstanding those powers given to my Fiduciaries hereunder, business interest held or acquired hereunder shall be and remain subject to all provisions and restrictions of any Voting Trust Agreement, Buy-Sell Agreement, or Stock Purchase Agreement pertaining to such stock, to which I am or may become a party, and which remains effective at my death. My Fiduciaries and their successors shall be bound by such terms and restrictions, and I authorize and direct my Fiduciaries and their successors to perform all provisions contained in any such Agreement. Subject to the provisions of any such Agreement, insofar as shares of any such business interest are concerned, but without intending to limit the powers vested in my Fiduciaries by other provisions of this Will or by law, my Fiduciaries and their successors are authorized:

1. To retain any or all of such shares for such length of time as they deem appropriate, notwithstanding lack of diversification or production of income.

2. To vote such shares in person or by proxy as they think best.

3. To acquire additional shares from any source.

4. To take or refrain from taking whatever action they, in their sole discretion, deem appropriate under any such Agreement without liability to any beneficiary whose interest may be affected thereby.

5. In general, to deal with such shares with the same freedom of action I would have if I were living and were the absolute owner thereof (subject to any restrictions contained in this Will).

Page 8 of 12

TENTH: I realize that a substantial portion of my estate may consist of stock in NATIONAL PENN BANK, its successor, or other corporations and that funds for payment of death taxes and administration expenses may have to be raised by liquidation of some or :such stock. Accordingly, I expressly authorize my Executors to redeem so much of such stock pursuant to the provision §303 of the Code or any similar provisions as they, in their sole discretion, deem appropriate.

In addition, I expressly authorize my Executors to make any election under §6166 of the Code or similar or related provisions relating to payment of Federal estate tax.

ELEVENTH: The Executor and Trustee need not comply with statutory investment restrictions and may acquire and retain investments not regarded as traditional for estates and trusts, including investments that would be forbidden or would be regarded as imprudent, improper or unlawful by the "prudent person" rule, "prudent investor" rule, or any other rule or law which restricts a fiduciary's capacity to invest. In making investments, the Trustees may disregard any or all of the following factors:

a. Whether a particular investment, or the trust investments collectively, will produce a reasonable rate of return or result in the preservation of principal.

b. Whether the acquisition or retention of a particular investment or the trust investments collectively are consistent with any duty of impartiality as to the different beneficiaries. The Grantor intends that no such duty shall exist.

c. Whether the trust is diversified. The Grantor intends that no duty to diversify shall exist.

d. Whether any or all of the trust investments would traditionally be classified as too risky or speculative for trusts. The entire trust may be so invested. The Grantor intends the Trustees to have sole and absolute discretion in determining what constitutes acceptable risk and what constitutes proper investment strategy.

The Grantor's purpose in granting the foregoing authority is to modify the "prudent person" rule, "prudent investor" rule, or any other rule or law which restricts a fiduciary's ability to invest insofar as any such rule or law would prohibit an investment or investments because of one or more factors listed above, or any other factor relating to the nature of the investment itself. The Grantor does this because the Grantor believes it is in the best interests of the beneficiaries of the trusts created hereunder to give the Trustees broad discretion in managing the assets of the trusts created hereunder.

2. As long as ELIZABETH A. FIFER is a Trustee hereunder, she shall be absolved from any conflict of interest which might otherwise arise in a transaction hereunder. It is expected that she may have an ownership interest in a real property, business, or other asset purchased, sold, mortgaged, encumbered, loaned, borrowed, or otherwise involved hereunder.

TWELFTH: Trustee shall hold any property vested in an incapacitated person (whether on account of minority or otherwise) until termination of the incapacity. Trustee, in her sole discretion, shall determine the onset and duration of incapacity. During incapacity, whether the beneficiary is entitled to principal or only to income, Trustee may accumulate income or expend income and principal directly for the health, education, maintenance, and support of such person without the intervention of any Guardian and without application to any court. Payments may be made to the parents of a minor, to a custodian under the applicable transfers to minors act, or to the person with whom the incapacitated beneficiary is living, without liability on Trustee to ensure the application thereof. Trustee shall have all powers recited in the Paragraphs EIGHTH and NINTH of this Will. For purposes of this Paragraph, "minority" shall be defined as being under age twenty-five (25).

Page 9 of 12

Anything herein provided to the contrary notwithstanding, the provisions of this Paragraph shall not affect the requirement for payment of all income from the Marital Deduction Terminable Interest Trust to my wife or the right of my Executrices to make distribution under Paragraph SECOND hereof.

Anything further herein to the contrary notwithstanding, the provisions of this Paragraph shall not affect the requirement for payment of all income to the income beneficiary of any trust or share established hereunder which is eligible to hold stock in a Subchapter S corporation.

THIRTEENTH: I appoint my daughter, ELIZABETH A. FIFER, as Executrix of this Will. In the event of a vacancy, such individual or institution shall act as successor Executor as ELIZABETH A. FIFER shall appoint by Will or by inter vivos writing. In the event of still further vacancy, such individual or institution shall act as successor Executor or Co-Executor as the Executor or Co-Executor ceasing to act shall have appointed by Will or by inter vivos writing; in default of appointment, as the remaining Executor or Executrix may appoint by writing.

I appoint my daughter, ELIZABETH A. FIFER, as the Trustee of any trust established for my wife hereunder. Upon her death, resignation, renunciation, or inability so to act, I appoint MARGARET L. HARRISON as Trustee or in default, such individual or institution shall act as successor Trustee as my daughter shall appoint by Will or by inter vivos writing. In the event of further vacancy, such individual or institution shall act as successor Trustee as the Trustee last ceasing to act shall appoint by Will or by inter vivos writing; in the event of still further vacancy, as a majority of the then income beneficiaries, sui juris and then living, shall appoint by writing.

I appoint my daughter, ELIZABETH A. FIFER, (Family Trustee) and MARGARET L. HARRISON (Independent Trustee), as Co-Trustees of any trusts arising hereunder for the benefit of my daughter, ELIZABETH A. FIFER. In the event MARGARET L. HARRISON should fail to qualify or at any time ceases or refuses to act, I appoint ALBERT JOHN DePALANTINO as Substitute Independent Co-Trustee. Furthermore, my daughter, or any successor Family Trustee appointed hereunder or by my daughter, shall also have the right to discharge any Independent Co-Trustees hereunder; provided that he or she shall immediately appoint an individual co-trustee or corporate co-fiduciary as Independent Trustee who does not violate Section 672 of the Internal Revenue Code.

I appoint my daughter, ELIZABETH A. FIFER, (Family Trustee) and MARGARET L. HARRISON (Independent Trustee), as Co-Trustees of any trusts arising hereunder for the benefit of my son, JAMES K. OVERSTREET, II or any trust for a minor hereunder. In the event MARGARET L. HARRISON should fail to qualify or at any time ceases or refuses to act, I appoint ALBERT JOHN DePALANTINO as Substitute Independent Co-Trustee. Furthermore, my daughter, or any successor Family Trustee shall also have the right to discharge any Independent Co-Trustees hereunder; provided that he or she shall immediately appoint an individual co-trustee or corporate co-fiduciary as Independent Trustee who does not violate Section 672 of the Internal Revenue Code.

Page 10 of 12

Anything contained herein to the contrary notwithstanding, no Family Trustee shall participate in any discretionary decision relating to the distribution of principal or income of any

residuary or minor's trust, or trust for my son and no Trustee who is also a beneficiary shall participate in any such decision regarding distributions to or for the said beneficiary, in discharge of the legal obligations of the said beneficiary or Trustee or in any discretionary decision relating to the allocation

of receipts or disbursements in any such trust to income or principal. In any such case, the decision of the Independent Trustee or Trustees other than the beneficiary shall control.

My individual Fiduciaries may at any time appoint or remove a corporate Co-Fiduciary. Any successor Fiduciary herein named or named in the manner herein provided shall have all powers of the original Fiduciaries. No bond shall be required of any Fiduciary herein named or named in the manner herein provided.

I hereby release and discharge my individual Fiduciaries and their successors of and from all liability for any act of omission or commission as long as they act in good faith.

FOURTEENTH: Any corporate Co-Fiduciary appointed hereunder shall receive compensation for performing its functions hereunder in accordance with its standard schedule of fees in effect during the period it actually renders its services.

IN WITNESS WHEREOF, I have set my hand and seal to this my Last Will and Testament, this 17th day of Jan, 2005.

	S/James K. Overstreet
	JAMES K.OVERSTREET

SIGNED, SEALED, PUBLISHED AND DECLARED BY JAMES K. OVERSTREET, the above named Testator, as and for his Last Will and Testament, in the presence of us, who, at his request, in his presence, and in the presence of each other, have hereunto subscribed our names as witnesses.

/s/ David M. Frees, III	Malvern, PA
Name	Address

/s/Patricia Galvin	Phoenixville, PA
Name	Address

Page 11 of 12

COMMONWEALTH OF PENNSYLVANIA:
	:SS

COUNTY OF CHESTER

WE, the undersigned Testator and Witnesses, whose names are signed to the 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 and Testament and that he signed willingly, and that he executed it as his free and voluntary act for the purposes therein expressed, and that each other Witnesses in the presence and hearing of the Testator, 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 under no constraint or undue influence.

	/s/ James K. Overstreet
	JAMES K. OVERSTREET


	/s/ David M. Frees. III


	/s/ Patricia Galvin

Sworn to and subscribed before me by the Testator and sworn to before me by the Witnesses, this 17 day of January,2005.

	/s/ Tara M. Kraft
	Notary Public
	Phoenixville Boro, Chester County
	Commission Expires: June 17, 2008

Page 12 of 12

EX-99.3 4 ex3.htm EXHIBIT 3 Unassociated Document

EXHIBIT 3

SHORT CERTIFICATE

COMMONWEALTH OF PENNSYLVANIA

File Number: 1506-0676

COUNTY OF CHESTER

I, PAULA GOWEN, Register of Wills, in and for the County of Chester in the Commonwealth of Pennsylvania, do hereby certify that on the 25th day of April, 2006

LETTERS TESTAMENTARY

on the Estate of:	Were granted to:
JAMES K. OVERSTREET, Deceased	ELIZABETH A. FIFER

having first been qualified well and truly to administer the same. I further certify that no revocation of said Letters appears of record in my office.

Date of Death: 04/17/2006	Given under my hand and seal of
Soc. Sec. No.: ###-##-####	office this 25th day of April, 2006

Deputy for the Register of Wills

NOT VALID WITHOUT ORIGINAL SIGNATURE AND IMPRESSED SEAL

Page 1 of 1

EX-99.4 5 ex4.htm EXHIBIT 4 Exhibit 4

EXHIBIT 4

GENERAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, EVELYN M. OVERSTREET, of Chester County, Pennsylvania 19460, hereby revoking all prior powers of attorney, do make and appoint my husband, JAMES K. OVERSTREET, and my daughter, ELIZABETH A. FIFER, or either one of them, my true and lawful attorneys. My attorneys may act for me and in my name:

1. To (a) endorse checks for deposit, collection, cash, or otherwise; (b) draw checks against any checking account; (c) withdraw from any savings account; and (d) generally transact all my banking business.

2. To demand and receive all moneys and other property due me from whatever source; to give receipts and releases therefore; to forgive debts to me.

3. Without obligation on any purchaser to ensure the application of any consideration paid, to (a) sell, lease, convey, transfer, pledge, mortgage, and exchange real and personal property of any kind; (b) make, execute, acknowledge, and deliver appropriate documents in connection therewith; (c) receive and receipt for the purchase money or other consideration; (d) exercise rights to subscribe and all other rights and privileges arising out of the ownership of securities.

4. To make, execute, and file (a) all Federal, state, and local tax returns and declarations of estimated tax required of me for any year, including (without limiting the generality of the foregoing) income, gift, excise, personal property, social security, and withholding tax; (b) protests, appeals, claims, and suits for refund in connection therewith or in connection with any tax heretofore or hereafter paid by or for me. In connection with the foregoing, to exercise (a) consents of spouse in gift tax returns and (b) joint income tax returns. Also to compromise and settle any tax claims.

5. To execute and deliver proxies to be used at corporate meetings.

6. To retain and continue (whether or not income-producing or resulting in lack of diversification) my interests in any business enterprises in which I am engaged or interested whatever the nature of such business or of my interest may be, and to carry on and continue the business; to expand, contract, and discontinue the same; to change the form in which the same may be conducted (whether corporation, partnership, sole proprietorship, joint venture, trust, syndication, or otherwise without limitation) to any form, and, in connection therewith, to organize and dissolve partnerships, corporations, and other business forms; to transfer and consent to the transfer of any asset thereof; and to do all things with respect thereto with the same force and effect as if they were acting on their own behalf as individuals and not as fiduciaries.

Page 1 of 4

The fact that any one or more attorneys-in-fact may be associated or connected with said businesses in any way, whether as partner, director, officer, stockholder, employee, consultant, attorney, or otherwise, shall not disqualify them from receiving fees, commissions, and compensation under this Power of Attorney, and salaries, fees, commissions, and other compensation and profits from said businesses, and they shall be as free to act on behalf of said businesses and to enter into transactions therewith as if they were not attorneys-in-fact hereunder.

7. To enter any safe deposit box in my name at any bank; to remove any or all of the contents thereof.

8. To invest and reinvest any funds in any property, real or personal, of any kind or nature, including, without limitation, common and/or preferred stocks, secured or unsecured bonds, obligations, mortgages, securities of investment companies, interests in investment trusts, common trust funds, and all other securities, without being limited or restricted to investments prescribed or authorized by law for fiduciaries; it is my intention to give my attorneys-in-fact the same power of investment and reinvestment which I myself possess with respect to my own funds.

9. To purchase assets of any kind, including without limitation real estate, tangible property, and intangible property.

10. To exercise options and rights of first refusal.

11. To make gifts, including to an attorney-in-fact or her issue.

12. To disclaim any interest in property.

13. To renounce or resign offices and positions, be they fiduciary, public, or private.

14. To withdraw and receive the income or corpus of a trust.

15. To borrow money and to give notes or security therefore.

16. To make any loans, either secured or unsecured, in such amounts and upon such terms, at such rates of interest, and to such firms, corporations, or individuals, including to an attorney-in-fact or her issue, as they deem appropriate.

17. To create a trust for my benefit or to make additions to an existing trust for my benefit.

18. To assign ownership, to surrender for cash value, increase coverage, and/or to change the beneficiary of any life insurance policies.

Page 2 of 4

19. To enter my mailbox, to receive all my mail, and to instruct the U. S. Postal Service to forward all my mail.

20. To negotiate on my behalf any lease or termination of any lease and to give notice under a lease of intent to vacate and terminate.

21. To deal with retirement plans (for example, make IRA contributions, rollovers, voluntary contributions, borrow from a plan, or elect payment options).

22. To complete my, or initiate on my behalf, charitable gifts or pledges.

23. To institute, settle, appeal, or dismiss administrative proceedings and litigation.

24. To reform estate planning documents (other than Wills) with approval of a court if they prove technically to be defective.

25. Generally, to take charge of all of my property and affairs.

26. Subject to any successors I name herein, to appoint successors hereunder with all or some of the powers herein conferred; to revoke such appointments.

27. To claim or waive an elective share of the estate of my deceased spouse.

28. To authorize my admission to a medical, nursing, residential, or similar facility and to enter into agreement for my care.

29. To authorize medical and surgical procedures.

30. To refuse authorization of artificial means or heroic measures to prolong my life if there is no reasonable expectation of my recovery from an illness or disability.

31. In addition to any and all other business powers provided for hereunder in dealing with the stock of any close corporation, any partnership or any other business interest forming a part of any of my assets or any trust established hereunder, to:

A. To disregard any principle of investment diversification and to retain any part or all of such interest as long as my attorney-in-fact considers it advisable to do so;

B. To sell any part or all of such interest at such time or times, for such prices, to such persons (including persons who are attorneys-in-fact hereunder) and on such terms and conditions as my attorney-in-fact may think advisable;

C. To do anything that may seem advisable with respect to the operation or liquidation of any such business or any change in the purpose, nature or structure of any such business;

Page 3 of 4

D. To delegate authority to any director, stockholder, manager, agent, partner or employee, and to approve payment from the business of adequate compensation to any such person;

E. To cause the business to borrow money from a bank or the attorney-in-fact, regardless of any rule of law with respect to conflict of interest; and

F. To make additional investments in any such business.

I hereby approve, ratify, and confirm any action taken by my said attorneys and successors appointed hereunder, until this power is duly revoked under my hand and seal.

This power of attorney shall not be affected by my disability, incapacity, incompetency, or by uncertainty as to whether I am dead or alive.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13^th day of September, A. D. 1993.

SIGNED, SEALED, and DELIVERED

In the presence of:

/s/ David M. Frees, III

/s/ Evelyn M. Overstreet (SEAL)

/s/ David M. Frees, Jr.

COMMONWEALTH OF PENNSYLVANIA	:
	: SS.
COUNTY OF CHESTER	:

On September 13, 1993, before me, the subscriber, a Notary Public in and for the County of Chester, personally appeared EVELYN M. OVERSTREET, and in due form or law acknowledged the within power of attorney to be her act and deed, and desired that the same might be recorded as such.

WITNESS my hand and notarial seal the day and year first above written.

	/s/ Tara M. Kraft
	Notary Public

	NOTARIAL SEAL
	TARA M. KRAFT, Notary Public
	West Chester Boro, Chester County
	My Commission Expires June 17, 1996

Page 4 of 4

EX-99.5 6 ex5.htm EXHIBIT 5 Exhibit 5

EXHIBIT 5

S.O.C.O. ENTERPRISES

PARTNERSHIP BUY AND SELL AGREEMENT

AGREEMENT entered into this 1st day of September 2001, by and between THOMAS M. SALTSGIVER, 694 Ganderback Road, Hughesville, Pennsylvania; JAMES K. OVERSTREET, 315 Natlie Road, Phoenixville, Pennsylvania: TERRY J. CROCKER. 292 Plantation Drive, Titusville, Florida; and RICHARD E. O'NEILL, R. R. #5 -

Box 174, Muncy, Pennsylvania, hereinafter designated "PARTNERS".

WITNESSETH:

WHEREAS, the Partners are members of the Co-partnership' doing business under the firm name of S.O.C.O. ENTERPRISES, and

WHEREAS, the Partners are each the owners of an interest in said Partnership as follows:

	THOMAS M. SALTSGIVER	43.75%
	JAMES K. OVERSTREET	43.75%
	TERRY J. CROCKER	6.25%
	RICHARD E. O’NEILL	43.75%

And

WHEREAS, it is the desire of the Partners that upon the death of a Partner or his withdrawal from the

Partnership the remaining Partners shall continue the operation of said Partnership and be enabled to make payment of the fair value of the said Partner’s interest to him or his estate.

NOW, THEREFORE, in consideration of the foregoing, and intending to be legally bound hereby and to so bind their respective heirs, personal representatives and assigns, the parties hereunto mutually covenant and agree as follows:

I. GENERAL AGREEMENT.

Each partner agrees not to sell, assign, transfer, convey, pledge or hypothecate any part of his partnership interest during his lifetime, unless the said interest first shall have been offered for sale and/or purchase to the other Partners as hereinafter provided.

Page 1 of 5

S.O.C.O. AGREEMENT

II. INSURANCE

The Partnership may insure the lives of the Partners naming itself as beneficiary of each such policy. The Partnership shall have the right to take out additional insurance on the life of each such Partner whenever, in the opinion of the Partnership, additional insurance may be required to carry out the obligations of the Partnership. The Partnership shall pay all premiums on such life il1surance policies and shall be the sole owner of the policies issued to it and may apply to the payment of premiums any dividends declared and paid on the policies.

Upon the death of a Partner, the Partnership shall apply the proceeds from any such insurance upon his life to the purchase of his Partnership interests in accordance with the provisions hereinafter set forth.

Ill. RESTRICTION ON DISPOSITION.

If any Partner desires to sell. assign, transfer, convey, pledge, hypothecate or otherwise dispose of all or any part of his Partnership interest, he shall first offer the same for sale to the other Partners, by registered or certified mail by an instrument in writing, directed to the other Partners, addressed to them at the addresses designated herein, at a price to be determined as hereafter set forth. If said offer is not accepted by the other Partners within thirty [30] days of the mailing of same, the offeror shall have the right to solicit a firm offer to buy the shares owned by him from any other' person, firm or corporation subject to the obligation of the offeror to reoffer his interest in the partnership to the other Partners in the same manner hereinabove described, at the price offered by said other person, firm or corporation. If said reoffer is not accepted by the other Partners within thirty [30] days of the mailing of the same, the offeror shall have the right to sell his interest in the Partnership at the same price and terms as were set forth in his reoffer to the other Partners, discharged of this Agreement. Any interest in the Partnership not so disposed of shall once again become subject to the terms of this Agreement. If the other Partners accept the offer or reoffer, the purchase price shall be paid either on the terms offered in the reoffer notice or, at the option of the other Partners as hereinafter provided in the event of the death of a Partner. Each Partner shall be entitled to purchase a ratable share of the portion of the partnership so offered. The ratable share of each such Partner shall be a fraction, the numerator of which is the percentage of the Partnership owned by such Partner and the denominator of which is the percentage of the Partnership owned by all of the Partners purchasing the interest so offered. Any portion not so purchased shall be allocated pro-rata among the other Partners desiring to purchase same. N no event may the Partners elect to purchase less than all of the portion of the Partnership offered by the offeror.

IV. DEATH.

In the event of the death of a Partner, the personal representative of the deceased Partner shall sell and the surviving Partners shall purchase all of the interest of the deceased Partner in the Partnership. The portion of the Partnership to be so purchased shall be allocated and purchased pro-rata by the surviving Partners (as more specifically described in Paragraph III hereof).

Page 2 of 5

S.O.C.O. AGREEMENT

V. ALLOCATION OF PROFIT AND LOSS.

Pending the transfer of a Partnership interest to the continuing or surviving Partners, the Partnership income shall be allocable to and Partnership losses shall be chargeable to the continuing Partners from the date the continuing Partners accept the withdrawing Partner’s offer to sell or, in the event to the death of a Partner, from the date of such Partner’s death.

VI. VALUE OF PARTNERSHIP INTEREST.

The purchase price of a Partner’s interest in the Partnership shall be an amount equal to the respective Partner’s Capital Account. The value of the Capital Account shall be its book value as of the end of the month immediately preceding the death of a partner or, in the event of an offer to sell, immediately preceding the month in which such offer is received. Capital Account value shall be determined by the then accountant for the Partnership in accordance with generally accepted accounting standards consistently applied; provided, however, that the Capital Account value shall be adjusted upwards or downwards, to reflect the fair market value of any real estate owned by the Partnership as of such date.

The fair market value of the real estate owned by the Partnership shall be determined by a qualified real estate appraiser mutually acceptable to the parties whose determination shall be final and binding upon the Parties. If the parties are unable to agree on a qualified real estate appraiser, such value shall be settled and finally determined by arbitration. In such event, the selling Partner or the estate of the deceased Partner shall choose one such arbitrator; the remaining or surviving Partners shall choose a second arbitrator and those arbitrators so chosen shall choose a third arbitrator. The decision of a majority of the said there (3) arbitrators shall be final and binding on the parties.

VII. CLOSING.

The closing of any sale provided for in this Agreement shall be held ninety (90) days after the event giving rise to the obligation of the Partners to purchase, at the principal office of Muncy Homes, Inc., or at such other time and place as is mutually convenient to the parties. At such time, the buying Partners shall tender the purchase price as hereinafter provided and the selling Partner or his estate shall tender an assignment of his Partnership interest together with such deeds, bills of sale and other documents reasonable deemed necessary to fully transfer title to the assets of the Partnership, free and clear of all liens and encumbrances.

The purchase price shall be paid as follows:

A. At closing, an amount equal to ten (10%) per cent of the purchase price shall be paid, in cash or by certified check. The balance of the purchase price shall be paid in nine (9) equal annual installments, commencing one (1) year from the closing date (the “Anniversary Date”) together with interest on the unpaid principal balance at the listed Wall Street Journal Prime Rate as of the respective anniversary date. In the event of the death of a Partner, the proceeds of any life insurance owned by the Partnership on his life shall be paid toward the purchase price on the closing date and the remaining unpaid

Page 3 of 5

S.O.C.O. AGREEMENT

balance shall be paid ratably in nine (9) equal annual installments as aforesaid. In the event the life insurance proceeds exceed the purchase price, the excess shall be paid to the surviving Partners in proportion to their partnership interest immediately after the closing date.

B. The unpaid portion of the purchase price shall be evidenced by a series of nine (9) promissory notes setting forth the terms stated herein and providing for an acceleration of payment on all notes and for the confession of judgment on all notes in the event of a default of payment under any note. All said notes shall be executed by all of the purchasing or surviving Partners all of whom shall be jointly and severally liable thereon.

VIII. COLLECTION OF INSURANCE PROCEEDS.

Upon the death of a Partner, the Partnership shall collect the proceeds of any and all policies of life insurance held by it on the life of such deceased Partner and shall tender the net proceeds thereof at closing as herein above provided.

IX. DISTRIBUTION OF INSURANCE POLICIES.

In the event of the termination of this Agreement or in the event a Partner sells his Partnership interest, each said Partner shall have the right to purchase the policies on his life from the Partnership for an amount equal to its interpolated terminal reserve value as of the respective effective date.

X. TERMINATION OF AGREEMENT.

This agreement shall terminate upon:

A. The written agreement of all of the Partners to that effect.

B. The Partnership ceasing to do business or its insolvency, bankruptcy or dissolution.

XI. AMENDMENT.

The Partners, by unanimous agreement, may alter, amend, revoke or terminate this Agreement in whole or in Part at any time, by their joint instrument in writing to that effect.

XII. INSURANCE COMPANY.

An insurance company or companies which has issued or shall issue a policy or policies deposited hereunder shall have no obligation to see to the performance of the terms, covenants and condition of this Agreement, but shall be bound only to act in accordance with the terms of any policy or policies which it has issued or may issue and shall have no liability except in accordance with the contract obligations as provided in said policies.

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S.O.C.O. AGREEMENT

XIII. BINDING ON PARTNERS.

This Agreement shall be binding upon the Partners, their heirs, executors, administrators and assigns and they do agree for themselves, their heirs, executors, administrators and assigns to execute any instruments and perform any acts necessary to effectuate this Agreement and its purposes.

XIV. PENNSYLVANIA LAW.

This Agreement shall be governed and construed by the Laws of the Commonwealth of Pennsylvania.

IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written.

WITNESS:

/s/ William Huber	/s/ Thomas M. Saltsgiver
William Huber	Thomas M. Saltsgiver - Partner

/s/ Margaret Ansenich	/s/ James K. Overstreet
Margaret Ansenich	James K. Overstreet - Partner

/s/ William Huber	/s/ Terry J. Crocker
William Huber	Terry J. Crocker - Partner

/s/ William Huber	/s/ Richard E. O’Neill
William Huber	Richard E. ONeill - Partner

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