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.
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.
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;
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 13th
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
|
:
|
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:
SS.
|
|
COUNTY
OF CHESTER
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:
|
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
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