I, William S. Drewry, of the City of Richmond, Virginia, do make, publish, and declare this my last will and testament and do hereby revoke all other wills by me at any time heretofore made.
ARTICLE I: I direct that all my just debts and funeral expenses be paid as promptly as practicable.
ARTICLE II: I give and devise that certain real estate situated in Drewryville Magisterial District, Southampton County, Virginia, known as the "Claud Farm" consisting of 835 acres, together with all improvements thereon, to such of my two sons, William S. Drewry, Jr., and Thomas W. Drewry, as shall survive me, share and share alike and in fee simple and absolute ownership.
ARTICLE III: I give and bequeath to such of my two sons, William S. Drewry, Jr., and Thomas W. Drewry, as shall survive me, the aggregate sum of $3,000.00 in cash. If both of my sons survive me, one-half of said sum of $3,000.00 shall be paid to each. Although I do not impress this legacy of $3,000.00 with a trust, I would like for my son or sons to spend so much of the $3,000.00 as he or they, in his or their discretion, think advisable for the purpose of putting up a concrete wall around the Drewry Cemetery at Cedar Grove, near Drewryville, Virginia, and to straighten up and put in better order the tomb stones in said cemetery, especially the tomb stones marking the graves of my grandfather, John Drewry, and his descendants.
ARTICLE IV: If my wife, Virginia Watkins Drewry, shall predecease me, I give, devise and bequeath all of the rest, residue and remainder of my estate, real, personal and mixed, of every nature and wheresoever located, including property which may hereafter come to me or my estate, whether the title vests before or after my death, to such of my two sons, William S. Drewry, Jr., and Thomas W. Drewry, as shall survive me, share and share alike, in fee simple and absolute ownership; the lawful descendants of a deceased son to take per stirpes the share to which the deceased son would have been entitled had he survived me.
ARTICLE V: If my said wife, Virginia Watkins Drewry, shall survive me, I give and bequeath unto her in fee simple and absolute ownership, all of my tangible personal property of every nature and wheresoever located, and I give, devise and bequeath unto my Trustees, hereinafter named, all of the rest, residue and remainder of my estate, real, personal and mixed, of every kind and wheresoever located, including any property which may hereafter come to me or my estate, whether the title vest before or after my death, to be held, possessed and disposed of upon the following uses and trusts:
A. My Trustees shall in their discretion keep said estate invested as at the time of my death, whether such investments are legal for a fiduciary or otherwise, or change its investment, and from time to time they shall reinvest the same as to them may seem best, and in either real or personal property, or bonds or notes or stocks, common or preferred, and whether legal investment for a fiduciary or otherwise. They are empowered with absolute and uncontrolled discretion to sell, mortgage, exchange; or otherwise dispose of all or part of the property under their control, real or personal, and with similar discretion and freedom from restriction to retain investments made by me, to resell and reinvest, and to change investments from realty to personality, and vice versa. They are empowered to execute any instruments necessary to carry out the powers conferred on them by this will, and no purchaser shall be required to see to the application of purchase money. They are also empowered for any purpose when in their discretion it is advisable to do so, to borrow money, to hypothecate any securities purchased by them, and to enter into any obligation, including leases and mortgages of real estate for any length of time, regardless of the trust hereby created. They may carry property, real or personal, belonging to the trust estates, in the name of nominee or nominees, without the addition of any words indicating a trust relationship. They may participate in or oppose any plan or plans for the consolidation, merger, or reorganization of any corporation, trust, or other enterprise in which any true estate may be interested, and participate in any plan for the pooling or transfer, of voting rights of any of the stocks, bonds, or other securities belonging to any trust estate, and may pledge or deposit any stocks, bonds, or other securities pursuant to or in opposition to any such plan or plans. They may vote any stocks, bonds, or other securities held by them at any meeting of stockholders, bondholders, or other security holders, and may delegate the power so to vote to attorneys-in-fect or proxies under powers of attorney whether unrestricted or restricted. They may expend any portion of the income of any part held in trust for any beneficiary, as they may deem advisable, in payment of the premium or premiums on life insurance policies in force on the life of such beneficiary at the date of my death. They shall have full power without need of confirmation or approval by any court, to make compromise settlement of all claims of every kind and character by others against themselves or any trust estate, and of all claims of every kind and character themselves against others.
B. My Trustees, after deducting from the income from the trust estate, all taxes, commissions and other expenses properly chargeable thereto, shall pay said income, beginning at the date of my death, to my said wife throughout her lifetime in quarterly installments or more frequently, as my Trustees may deem best, provided, however, that if my said wife shall be at the time of my death or shall thereafter become physically or mentally incapable of handling her estate, then during the period of such incapacity my Trustees may expend said part of said income for the benefit of my said wife instead of making payment of said income to her; and
(1) During the lifetime of my said wife, my Trustees, other than my said wife, from time to time, and in their sole discretion, may authorize payment to or the expenditure for the benefit of my said wife of so much of the corpus of the trust estate as my said Trustees, other than my said wife, may deem necessary, expedient or advisable for the support, welfare, comfort, and maintenance of my said wife, I wish to emphasize that this trust estate is being created for the welfare, support and maintenance of my said wife and my said Trustees, other than my said wife, shall not hesitate or feel reluctant to expend from the corpus of the trust estate, such sum or sums as they may deem necessary, expedient or advisable for these purposes; and I direct that my Trustees shall not be liable to any remaindermen or other parties taking hereunder for any reduction in the amount of the trust estate that may be caused by my Trustees' actions hereunder, so long as they shall have acted in good faith and with due care and diligence.
(2) If, during the lifetime of my said wife, my said sons, or either of them, shall enter into a binding contract to purchase a home for himself or have a home constructed for himself, and shall desire in connection with said purchase a construction loan from the corpus of the trust estate hereby created, I authorize and empower my Trustees, after having obtained the written consent of my said wife thereto, to lend to said son from the corpus or the trust estate the sum desired but not to exceed the sum of $10,000.00, on such terms and conditions as my said Trustees shall impose, PROVIDED, HOWEVER: That there shall be required annual repayments of said sum loaned beginning with the year after the day of the loan and amounting to not less than 5% per annum of the entire amount of the loan; and that there shall be required interest payments on the unpaid principle amount of the loan at a reasonable rate of interest not less than 3 1/2% per annum; and that the repayment of said loan shall be secured by the first lien deed of trust on the property to be so purchases or the house to be constructed. My Trustees are authorized and empowered to make only one such loan to each of my sons.
C. Upon the death of my said wife, my Trustees shall hold and dispose of the trust estate in accordance with the following:
(1) If my said two sons shall be then living this trust shall thereupon terminate and my Trustees shall pay to, distribute and transfer the then remaining balance of the corpus of the trust estate, together with all accumulated, but undistributed income, if any, to said sons, share and share alike, in fee simple and absolute ownership.
(2) If either or both of my said sons shall be then dead, my Trustees shall divide the then remaining balance of the corpus of the trust estate, together with all accumulated, but undistributed income; if any, into as many equal parts as there are said two sons who shall be then living or who shall be then dead leaving lawful descendants who shall be then living or leaving a lawfully wedded wife then living who is a person who shall have been living at the date of my death and who shall not have remarried, and such parts shall be held and disposed of in the following manner:
(i) My Trustee shall pay, distribute and transfer one part, in fee simple and absolute ownership, to such of my sons as shall be living.
(ii) If either of my said sons shall be then dead and shall be survived by a lawfully wedded wife, who is a person who shall have been living at the date of my death and who shall be then living and shall not have remarried, my Trustee shall continue to hold one part in trust for such wife and shall pay the net income from such part to her, in quarterly installments, or more frequently, as the Trustees may deem best, for a period ending with the death or remarriage of the son's said wife, whichever event shall first occur. If, upon the date of death or remarriage of said son's wife, whichever shall first occur, there shall be lawful descendants of said son then living, the trust as to said part shall terminate and Trustees to pay, distribute and transfer the corpus of such part, together with all accumulated, but undistributed income, if any, to said lawful descendants, share and share alike, in fee simple and absolute ownership; but if there be no such lawful descendants then living, such part of the trust shall be added to the other part of the trust and held and disposed of by my Trustees in accordance with the provisions of this paragraph C of Article V, or shall be paid over, transferred and delivered to my Corporate Trustee as provided in Article VI, infra, if there shall be no other part.
(iii) If either of my said sons shall be then dead and shall not be survived by such lawfully wedded wife, then living, but shall be survived by lawful descendants who shall be then living, then trust as to that part to which said deceased son would have been entitled, shall terminate and my Trustees shall pay, distribute and transfer the corpus of that part, together with all accumulated, but undistributed income, if any, to said lawful descendants, share and share alike, in fee simple and absolute ownership.
(iv) If both of my said sons shall be then dead and neither shall be survived by such lawfully wedded wife then living and neither shall be survived by lawful descendants who shall be then living, this trust shall terminate and the then remaining balance of the corpus of the trust estate together with all accumulated, but undistributed income, if any, shall be paid over, transferred and delivered by my Trustees to my Corporate Trustee, hereinafter named, who shall hold, possess, and dispose of the same in the manner hereinafter set forth in Article VI of this Will.
ARTICLE VI: If my said wife, Virginia Watkins Drewry, shall predecease me and if both of my said sons, William S. Drewry, Jr., and Thomas W. Drewry, shall predecease me leaving no lawful descendants of either of them who shall survive me, I give, devise and bequeath unto my Corporate Trustee hereinafter named, all of my estate, real, personal and mixed, of ever nature and wheresoever located, including any property which may hereafter come to me or my estate, whether the title vests before or after my death to be held, possessed and disposed of upon the following uses and trusts:
A. My Corporate Trustee shall have the same powers and authority in connection with the trust hereby created as have my individual Trustees under paragraph A in Article V hereof.
B. My corporate Trustee shall pay out of the corpus of the trust the sum of $5,000.00 cash to each of the following persons who may be living at the date on which the Corporate Trustee shall become entitled to qualify under the trust created in this Article VI:
(1) My nephew, Dr. Drewry H. Mason; (2) my nephew, John Y. Mason; (3) my niece, Mrs. Carrie B. Mason; (4) my niece, Mrs. Eleanor B. Sease; (5) my niece, Mrs. Elsie B. Walker; (6) my niece, Mrs. Margaret B. Jones; (7) my wife's nephew, Dr. Thomas W. Hatcher; and (8) my nephew, James L. Drewry.
C. My Corporate Trustee, after deducting from the income from the remaining balance of the trust estate, all taxes, commissions and other expenses properly chargeable thereto, shall expend from the income there of, for the education of such qualified applicants as in the Corporate Trustee's sole discretion may be worthy thereof, such amounts as the Corporate Trustee in its sole discretion may deem necessary for said applicants educational needs; qualified applicants shall be limited to such person or persons, between the ages of fifteen and twenty-five years, who shall have resided in Southampton County, Virginia, for at least five years prior to the date of application for any benefits hereunder, and who shall at such time be residents of Southampton County, Virginia, and who shall be desirous of attending, as a student, any standard college in the State of Virginia. My Corporate Trustee shall have complete power and authority, in its sole discretion, to determine how applicants for benefits under this trust shall make application for such benefits, and to determine what portion or portions of said income shall be so expended, and to determine whether any part of said income shall be expended as hereinabove provided and to determine the person or persons to or for whom such payments shall be made and to determine how often and how many of such payments shall be made. After my said Corporate Trustee has administered such trust as may be created hereby for a period of twenty-five years, it may, in its sole discretion, decide whether the trust shall be thereafter continued or shall be terminated and if, in its sole discretion, and for any reason whatsoever, it shall then decide that the trust shall be terminated, it shall thereupon terminate said trust and said Corporate Trustee shall immediately pay over, distribute and transfer all of the corpus of said trust estate, together with all accumulated, but undistributed income, if any, to the Crippled Children's Hospital, Incorporated, a Virginia corporation.
ARTICLE VII: Whenever my Executors and/or Trustees are required to divide the corpus of the trust estate into parts or shares or to distribute the same, they are authorized and empowered in their sole discretion to make division or distribution in kind, in money, or partly in both, and their judgment concerning the value of the property or securities for the purpose of such division or distribution shall be conclusive on all parties interested therein.
ARTICLE VII: Any and all cash dividends, whether ordinary or extraordinary, shall be considered as income, and any and all stock dividends or other things of value shall be considered as corpus. The Executors and Trustees may in their discretion apportion between corpus and income any expenditures which they deem should be so apportioned, notwithstanding any legal rule to the contrary, and their decision shall be conclusive upon all parties interested therein.
ARTICLE IX: I direct my Executor to pay as a cost of the administration of my estate all estate, inheritance, succession or other similar taxes, irrespective of by what governmental authority imposed, upon or with respect to any property, real, personal or mixed, tangible and intangible, including but not limited to life insurance, which is required to be included in my gross estate for such tax purposes, whether or not such property passes through the hands of the Executors, or upon or with respect to the interest of any beneficiary in such property, I further direct that my Executors shall not require that any part of such taxes be recovered from, paid by, or apportioned between the recipients of, or those interested in, such property. My Executors are empowered and directed to make compromise settlements in accordance with law.
ARTICLE X: I hereby nominate and appoint my wife, Virginia Watkins Drewry, and my two sons, William S. Drewry, Jr. and Thomas W. Drewry, as my Executors and also as my individual Trustees under this will, and I direct that each of my Executors and Trustees shall be allowed to qualify as such without being required to give security. I direct that my wife, Virginia Watkins Drewry, shall receive no commissions either as Executor or as Trustee. Should any Executor or Trustee fail to qualify, or having qualified, fail or cease to act, then all authority, power and discretion which otherwise would be possessed by all of the Executors and Trustees shall be possessed by that one or those two qualifying and continuing to act. As Executors, and during the period of the administration of any estate, they shall possess all of the powers herein conferred upon my individual Trustees, and in their capacity as Executors, they may exercise any power conferred upon my individual Trustees for any purpose whatsoever.
ARTICLE XI: Should it become necessary for a Corporate Trustee to qualify under Article VI of this will, I hereby nominate and appoint First Merchants National Bank of Richmond, Virginia, as my Corporate Trustee and I direct that it shall receive commissions for acting as Trustee and that it shall be entitled to take and receive commissions based upon the gross principal value of such of my estate as comes under its control as follows: Five per centum (5%) upon the first Fifty Thousand Dollars ($50,000.00) thereof, four per centum (4%) on the next Fifty Thousand dollars ($50,000.00) thereof, three per centum (3%) on the next Nine Hundred Thousand Dollars ($900,000.00) thereof, and, in addition, it shall receive an annual commission of five per centum (5%) upon the gross income therefrom.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day of June, 1948, and have also written my name for the purposes of identification on the margin of the eleven preceding pages.