Last Will and Testament of Doris Duke

LAST WILL AND TESTAMENT

of

DORIS DUKE

I, DORIS DUKE, a resident of and domiciled in the State of New Jersey, do hereby make, publish and declare this to be my Last Will and Testament, hereby revoking all wills and codicils at any time heretofore made by me.

ONE: A. I direct that there be no funeral service or memorial service of any kind for me and that I be buried at sea.

B. I give my eyes to THE EYE BANK FOR SIGHT RESTORATION INC., New York, New York, and I hereby ratify all that anyone theretofore may have done toward carrying out this gift.

TWO: A. 1. I give, devise and bequeath all of my right, title and interest in and to a certain portion of my real property located in Somerville, New Jersey, known as the "parks area" to my Trustees hereinafter named to be held as a new and separate wholly charitable trust which shall be created upon my death and which shall be known as the DORIS DUKE FOUNDATION FOR THE PRESERVATION OF ENDANGERED WILDLIFE, and such separate wholly charitable trust shall be administered and distributed subject to the provisions of Article NINE for the purposes hereinafter set forth in this Paragraph 1. All references in this Will to the DORIS DUKE FOUNDATION FOR THE PRESERVATION OF ENDANGERED WILDLIFE shall refer to such wholly charitable trust. I direct the DORIS DUKE FOUNDATION FOR THE PRESERVATION OF ENDANGERED WILDLIFE to use the parks area to provide an enclosure to protect endangered species of all kinds, both flora and fauna, from becoming extinct. The funds necessary to operate the DORIS DUKE FOUNDATION FOR THE PRESERVATION OF ENDANGERED WILDLIFE shall be provided by the DORIS DUKE CHARITABLE FOUNDATION as set forth in Article EIGHT hereof.

2. I give, devise and bequeath all of my right, title and interest in and to a certain portion of my real property located in Somerville, New Jersey, known as the "farmland and growing areas" to my Trustees hereinafter named to be held as a new and separate wholly charitable trust which shall be created upon my death and which shall be known as the DORIS DUKE FOUNDATION FOR THE PRESERVATION OF NEW JERSEY FARMLAND AND FARM ANIMALS, and such separate wholly charitable trust shall be administered and distributed subject to the provisions of Article NINE for the purposes hereinafter set forth in this Paragraph 2. All references in this Will to the DORIS DUKE FOUNDATION FOR THE PRESERVATION OF NEW JERSEY FARMLAND AND FARM ANIMALS shall refer to such wholly charitable trust. The DORIS DUKE FOUNDATION FOR THE PRESERVATION OF NEW JERSEY FARMLAND AND FARM ANIMALS shall be authorized to lease this property at an annual rental of One Dollar ($1.00) to a college or university specializing in farming education. In all events, I direct that this property be used solely for agricultural and horticultural purposes, including research (provided that no animals are used to conduct such research), and that this property be used for the exclusive purpose of maintaining and protecting the wildlife located on the property. I direct that the DELAWARE VALLEY COLLEGE OF SCIENCE AND AGRICULTURE, Doylestown, Pennsylvania, be given the first right to so lease such property, provided that such COLLEGE pay all of the expenses of operating such property during the term of any such lease. The funds necessary for the DORIS DUKE FOUNDATION FOR THE PRESERVATION OF NEW JERSEY FARMLAND AND FARM ANIMALS to make required capital improvements and to purchase farm equipment shall be provided by the DORIS DUKE CHARITABLE FOUNDATION as set forth in Article EIGHT hereof.

3. I give, devise and bequeath all of my right, title and interest in and to the balance of my real property, located in Somerville, New Jersey, and all structures and improvements located thereon, to my Trustees hereinafter named to be held as a new and separate wholly charitable trust which shall be created upon my death and which shall be known as the DORIS DUKE CHARITABLE FOUNDATION, and such separate wholly charitable trust shall be administered and distributed subject to the provisions of Article NINE for the purposes hereinafter set forth in Subdivisions A through J of Article EIGHT and Subdivision K of this Article. All references in this Will to the DORIS DUKE CHARITABLE FOUNDATION shall refer to such wholly charitable trust. In no event shall the wholly charitable trust which shall be known as the DORIS DUKE CHARITABLE FOUNDATION be confused with "The Doris Duke Foundation," which was incorporated in Delaware in 1934 and which was originally known as "Independent Aid, Inc." It is my intention that The Doris Duke Foundation receive no benefit from my estate under this Will or the exercise of any power of appointment under this Will.

4. I give and bequeath all of my clothing, jewelry and other personal effects located at my residence in Somerville, New Jersey at my death to the DORIS DUKE CHARITABLE FOUNDATION.

5. The Thai and Burmese objects of art located at my Somerville, New Jersey residence and the Thai houses that have been dismantled and that are presently stored on my Somerville, New Jersey property are owned by the FOUNDATION FOR SOUTHEAST ASIAN ART AND CULTURE. It is my hope and expectation that after my death, such property will either (i) be sold by the FOUNDATION FOR SOUTHEAST ASIAN ART AND CULTURE, with the proceeds thereof to be used for the general charitable purposes that I have supported or (ii) be returned to their respective countries of origin under appropriate conditions.

6. I give and bequeath all of my furniture, furnishings, books, linen, silver, china, glassware and other household effects, automobiles and all other similar tangible personal property of whatsoever description (hereinafter "Other Tangible Personal Property") located at my residence in Somerville, New Jersey at my death to the DORIS DUKE CHARITABLE FOUNDATION, to be used at its principal headquarters.

B. I give, devise and bequeath my real property located in Montague City, New Jersey to the Morristown, New Jersey chapter of the NATURE CONSERVANCY INC., upon the conditions that such property be kept in its natural state and that such property be leased for One Dollar ($1.00) per year to the Trail Blazers Camp so long as such Camp shall be in existence and shall use such property for its campsite. If the NATURE CONSERVANCY INC. shall not agree to accept such property on these conditions or if the Trustees of the DORIS DUKE CHARITABLE FOUNDATION determine in their absolute discretion that either or both of such conditions shall have been violated at any time, I direct that such property shall be distributed to the DORIS DUKE CHARITABLE FOUNDATION, to be held by it upon the conditions set forth in the preceding sentence, or if that is not feasible for any reason, then for the general charitable purposes for which the DORIS DUKE CHARITABLE FOUNDATION is being administered.

C. I give, devise and bequeath my real property, Known as the Quarry, in Whitehorse Station, New Jersey (approximately 3.83 acres) to the DORIS DUKE CHARITABLE FOUNDATION.

D. 1. I give, devise and bequeath all of my right, title and interest in and to my real property, and the structures and improvements thereon, known as Rough Point, in Newport, Rhode Island, to the NEWPORT RESTORATION FOUNDATION, which shall be charged with the responsibility and obligation of maintaining Rough Point in accordance with the usual standards for preserving historical properties located in Newport, Rhode Island. I direct that the first two (2) floors of the residence (together with the tangible personal property described in Paragraph 3 of this Subdivision D) be set aside for public viewing similar to the manner in which the other "summer cottages" are operated by the Preservation Society and that the top floor of the residence be used for the NEWPORT RESTORATION FOUNDATION's offices. (Accordingly, it is my expectation that the house at Two Marlborough Street owned by the NEWPORT RESTORATION FOUNDATION be used as a rental property since it will no longer be used as office space.) Funds to maintain Rough Point shall be provided by the DORIS DUKE CHARITABLE FOUNDATION as set forth in Article EIGHT hereof.

2. I give and bequeath all of my clothing, jewelry. and other personal effects located at my residence known as Rough Point, in Newport, Rhode Island at my death to the DORIS DUKE CHARITABLE FOUNDATION.

3. I give and bequeath all of my Other Tangible Personal Property (as hereinbefore defined) located at my residence known as Rough Point, in Newport, Rhode Island at my death to the NEWPORT RESTORATION FOUNDATION, to be set aside for public viewing as explained in Paragraph I of this Subdivision D.

E. I give, devise and bequeath such portion of my real property in Middletown, Rhode Island which is contiguous to the Prescott Farm Museum (approximately four (4) acres) to the NEWPORT RESTORATION FOUNDATION, to be used as a part of such Museum. I direct that the balance of my Middletown, Rhode Island property be sold and the net sales proceeds thereof be disposed of as a part of my residuary estate in accordance with the provisions of Article EIGHT hereof.

F. l. I give, devise and bequeath all of my right, title and interest in and to my real property, and the structures and improvements located thereon, known as Shangri La, in Kaalawai, Honolulu, Hawaii to a new and separate wholly charitable trust which my Trustees hereinafter named shall create upon my death and which shall be known as the DORIS DUKE FOUNDATION FOR ISLAMIC ART, and such separate wholly charitable trust shall be held, administered and distributed subject to the provisions of Article NINE for the purposes hereinafter set forth in this Paragraph 1. All references in this Will to the DORIS DUKE FOUNDATION FOR ISLAMIC ART shall refer to such wholly charitable trust. The DORIS DUKE FOUNDATION FOR ISLAMIC ART shall promote the study and understanding of Middle Eastern art and culture. I direct that the DORIS DUKE FOUNDATION FOR ISLAMIC ART make this property available to scholars, students and others interested in the furtherance and preservation of Islamic art and make the premises open to the public subject to the payment of a reasonable fee to be fixed by the Trustees of the DORIS DUKE FOUNDATION FOR ISLAMIC ART. In addition, I direct that the Honolulu Academy of Arts be permitted to use the premises for display of its collection of Middle Eastern art without any charge to the Academy. In the event that the funds derived from admission fees charged to the public are inadequate to staff and maintain properly the land, grounds, buildings, furniture, furnishings and art held by the DORIS DUKE FOUNDATION FOR ISLAMIC ART, supplemental funds for such purposes shall be provided by the DORIS DUKE CHARITABLE FOUNDATION as set forth in Article EIGHT hereof.

2. I give and bequeath all of my clothing, jewelry and other personal effects located at my residence known as Shangri La, in Kaalawai, Honolulu, Hawaii at my death to the DORIS DUKE CHARITABLE FOUNDATION.

3. I give and bequeath all of my other Tangible Personal Property located at my residence known as Shangri La, in Kaalawai, Honolulu, Hawaii at my death to the DORIS DUKE FOUNDATION FOR ISLAMIC-ART.

G. 1. I give, devise and bequeath all of my right, title and interest in and to my real property, and the structures and improvements thereon, known as Falcon's Lair, in Beverly Hills, California to the DORIS DUKE CHARITABLE FOUNDATION.

2. I give and bequeath all of my clothing, jewelry, other personal effects and Other Tangible Personal Property located at my residence known as Falcon's Lair, in Beverly Hills. California at my death to the DORIS DUKE CHARITABLE FOUNDATION.

3. If I shall be survived by a dog owned by me and residing at my death at my residence known as Falcon's Lair, in Beverly Hills, California, I give such dog to the caretaker of such property at my death or, if such caretaker is at any time unwilling or unable to care for such dog, to one of the foundations created under this Will or of which I was a member, director, trustee or officer at my death which is caring for other dogs of mine. If I shall be survived by a dog owned by me and located at my death at Falcon's Lair, I give and bequeath the sum of One Hundred Thousand Dollars ($100,000) to my Trustees, to be held by them in a separate trust for the benefit of such dog, with the income and principal thereof to be disposed of as follows:

a. My Trustees, at any time and from time to time, shall apply such part or all or none of the net income and principal of the trust for the benefit of such dog, at such times and in such amounts as my Trustees, in their absolute discretion, shall deem necessary for the care, feeding, comfort, maintenance and medical treatment of such dog, even though any such application or applications may result in the termination of the trust. At the end of each year of the trust, my Trustees shall accumulate and add to principal any net income not so applied, any such capitalized income thereafter to be disposed of as a part of such principal.

b. Upon the earlier to occur of (i) the death of such dog and (ii) twenty-one (21) years after my death, the trust shall terminate. Upon such termination, the principal of the trust remaining at that time, and any accrued and undistributed income, shall be added to my residuary estate and disposed of in accordance with the provisions of Article EIGHT hereof.

H. 1. I give and bequeath all of my right, title and interest in and to my cooperative apartment, known as Penthouse B, located at 475 Park Avenue, New York, New York, including the proprietary lease and shares of stock relating thereto, to the DORIS DUKE CHARITABLE FOUNDATION.

2. I give and bequeath all of my clothing, jewelry, other personal effects and Other Tangible Personal Property located at my New York City cooperative apartment at my death to the DORIS DUKE CHARITABLE FOUNDATION.

I. To the extent, if any, that my Other Tangible Personal Property, as hereinbefore defined, or any of my clothing, jewelry, personal effects or real property shall not otherwise be effectively disposed of in the preceding provisions of this Article, I give and bequeath such property to the DORIS DUKE CHARITABLE FOUNDATION.

J. I give and bequeath my two (2) camels, two (2) horses and donkey to the DORIS DUKE FOUNDATION FOR THE PRESERVATION OF ENDANGERED WILDLIFE.

K. If, upon semi-annual investigation into the expenditures and needs of the NEWPORT GARDENS FOUNDATION, INC., the Trustees of the DORIS DUKE CHARITABLE FOUNDATION determine that the NEWPORT GARDENS FOUNDATION, INC. is operating at a deficit, and if they determine that the deficit is not created by substantial waste or mismanagement, they shall pay over to the NEWPORT GARDENS FOUNDATION, INC. from the DORIS DUKE CHARITABLE FOUNDATION sufficient monies to offset any justified operating deficit and in addition shall supply the NEWPORT GARDENS FOUNDATION, INC. with operating funds sufficient for a period not in excess of sixty (60) days from the date of payment if the NEWPORT GARDENS FOUNDATION, INC. is then a tax-exempt organization, as hereinafter defined. In the event that the NEWPORT GARDENS FOUNDATION, INC. reports that funds are required for capital improvements or major repairs, the Trustees of the DORIS DUKE CHARITABLE FOUNDATION shall retain the services of a qualified engineer and, to the extent that the engineer confirms the need for such funds, the Trustees of the DORIS DUKE CHARITABLE FOUNDATION shall pay over such funds to the NEWPORT GARDENS FOUNDATION, INC., which shall promptly render a full and complete accounting of the funds disbursed for such purposes.

L. Any expenses which may be incurred by my Executors in selling, storing, packing, shipping and insuring any of my tangible personal property, including any expenses which may be incurred in delivering such property to the designated beneficiary or beneficiaries thereof, shall be charged against the principal of my residuary estate and treated as an expense of administering my estate.

M. I direct that (i) my Executors, in their absolute discretion, shall be authorized to determine what property, if any, shall be disposed of under each provision of this Will, and (ii) all such determinations by my Executors shall be binding and conclusive upon all interested persons.

THREE: I direct that my Executors sell the airplane owned by Newport Farms, Inc., a New Jersey corporation of which I own one hundred percent (100%) of the stock, and then liquidate such corporation and add the net sales proceeds thereof to my residuary estate to be disposed of in accordance with the provisions of Article EIGHT hereof.

FOUR: A. The following loans were owed to me as of August, 1991:

1. DR. ROBERT NIXON: Fifty-Eight Thousand Dollars ($58,000)

2. ELEANOR LAWSON: Sixteen Thousand Five Hundred Dollars (516,500).

3. FRANCO ROSSELLINI: One Hundred Fifty-Eight Thousand Dollars ($158,000).

4. VERA CYCKMAN: Ten Thousand Dollars ($10,000).

5. EDWARD LEIATO: Thirty Thousand Dollars ($30,000).

6 RAPHAEL RECTO: One Hundred Thousand Dollars ($100,000).

I direct that, to the extent that these loans shall be outstanding at the time of my death, such loans shall be forgiven.

B. I direct that my Executors make reasonable arrangements with IMELDA MARCOS (or the legal representatives of her estate, if she shall not survive me) for the repayment of the Five Million Dollars ($5,000,000), plus accrued interest, that I loaned to her pursuant to a demand note dated March 6, 1990, such repayment to be made when Mrs. Marcos and the Philippines government settle their financial dispute or at such other time as my Executors shall deem appropriate in their absolute discretion.

C. I have made a loan in the current principal amount of Six Hundred Thousand Dollars ($600,000), plus accruing interest, to HEALTH MAINTENANCE PROGRAMS, INC., which loan is convertible to common stock in such corporation. I direct my Executors to convert such loan (as the same shall be outstanding at my death) into common stock and to add such stock to my residuary estate to be disposed of in accordance with the provisions of Article EIGHT hereof.

D. I direct my Executors not to seek a refund for the relinquishment of my memberships at the Newport Country Club and the Spouting Rock Beach Association.

FIVE: A. I give and bequeath the following sums to the following organizations:

1. Ten Million Dollars ($10,000,000) to DUKE UNIVERSITY, Durham, North Carolina.

2. Five Hundred Thousand Dollars ($500,000) to the SELF -REALIZATION FELLOWSHIP, Los Angeles, California.

3 . Ten Million Dollars ($ 10,000,000) to the METROPOLITAN MUSEUM OF ART, New York, New York.

4. One Million Dollars ($1,000,000) to the NEW YORK ZOOLOGICAL PARK operated by the New York Zoological Society, Bronx, New York.

B. I give and bequeath the following sums to such of the following persons as shall survive me:

1. Three Million Dollars ($3,000,000) to ELEANOR JOHNSON LAWSON.

2 . One Million Dollars ($ 1,000,000) to DOROTHY MCCAWLEY.

3. One Million Dollars ($1,000,000) to ROSEANNA TODD.

4. Five Hundred Thousand Dollars ($500,000) to ANNA LUNDY LEWIS.

5. One Million Dollars ($1,000,000) to REVEREND LAWRENCE ROBERTS, in his individual capacity, whether or not he is, at the date of my death, affiliated with the First Baptist Church of Nutley, New Jersey.

6. Five Hundred Thousand Dollars ($500,000) to CONSTANCE PITTS SPEED.

7. Two Hundred Thousand Dollars ($200,000) to JOHN GOMEZ.

8. One Million Dollars ($1,000,000) to ANNA KENNESAY.

C. 1. The bequests to my employees under this Subdivision C are in gratitude for their past services rendered to me and my foundations. It is my hope and expectation that my Executors and Trustees and the foundations in which I am a member, director, trustee or officer at my death or which are to be created under this Will shall employ as many of these persons as reasonably possible in order to maintain my various properties and to operate these foundations after my death. The determination of my Executors as to the persons to receive a bequest under this Subdivision C and the amount of each such bequest shall be binding and conclusive on all interested persons.

2. If BERNARD LAFFERTY shall survive me and shall at my death be in my employ or in the employ of The Doris Duke Foundation, the Foundation for Southeast Asian Art and Culture, the Duke Gardens Foundation, Inc., the Newport Restoration Foundation (such foundations being hereinafter collectively referred to as the "Applicable Foundations") or of any other foundation of which I am a member, director, trustee or officer at my death, I give and bequeath to my Trustees the sum of Ten Million Dollars ($10,000,000). Such sum shall be held by my Trustees in a separate charitable remainder annuity trust, with the income and principal thereof to be disposed of in accordance with the provisions of Paragraph 6 of this Subdivision C.

3. If NUKU MAKASIALE shall survive me and shall at my death be in my employ or in the employ of any of the Applicable Foundations or of any other foundation of which I am a member, director, trustee or officer at my death, I give and bequeath to my Trustees a sum which my Executors, in their absolute discretion, determine shall be necessary, assuming that such sum will generate interest at a rate of five percent (5%) per annum, to produce income on an annual basis which shall equal the sum of (i) the annual salary that NUKU MAKASIALE received from me or such foundation, as the case may be, for the twelve (12) month period immediately preceding my death plus (ii) Fifty-Eight Thousand Dollars ($58,000). Such sum shall be held by my Trustees in a separate charitable remainder annuity trust, with the income and principal of such trust to be disposed of in accordance with the provisions of Paragraph 6 of this Subdivision C.

4. If JINADASA DESILVA shall survive me and shall at my death be in my employ or in the employ of any of the Applicable Foundations or of any other foundation of which I am a member, director, trustee or officer at my death, I give and bequeath to my Trustees a sum which my Executors, in their absolute discretion, determine shall be necessary, assuming that such sum will generate interest at a rate of five percent (5%) per annum, to produce income on an annual basis which shall equal the sum of (i) the annual salary that JINADASA DESILVA received from me or such foundation, as the case may be, for the twelve (12) month period immediately preceding my death plus (ii) Eighteen Thousand Dollars ($18,000). Such sum shall be held by my Trustees in a separate charitable remainder annuity trust, with the income and principal of such trust to be disposed of in accordance with the provisions of Paragraph 6 of this Subdivision C.

5. With respect to each of NILZA MOORE, SHIZUE HAMAMOTO, GEORGE REED and BENJAMIN REED who shall survive me and shall at my death be in my employ or in the employ of any of the Applicable Foundations or of any other foundation of which I am a member, director, trustee or officer at my death, I give and bequeath to my Trustees a sum which my Executors, in their absolute discretion, determine shall be necessary, assuming that such sum will generate interest at a rate of five percent (5%) per annum, to produce income on an annual basis which shall equal such person's annual salary from me or such foundation, as the case may be, for the twelve (12) month period immediately preceding my death. With respect to each such person, such sum shall be held by my Trustees in a separate charitable remainder annuity trust, with the income and principal of each such trust to be disposed of in accordance with the provisions of Paragraph 6 of this Subdivision C.

6. Pursuant to the foregoing provisions of this Subdivision C, certain property is to be held by my Trustees in a separate charitable remainder annuity trust for the benefit of a certain person. I direct that the income and principal of each such trust shall be disposed of as follows:

a. Commencing as of the date of my death and continuing during the lifetime of the person for whose benefit the trust has been established (the "Beneficiary"), my Trustees shall, in each taxable year of the trust, pay to the Beneficiary an annuity amount equal to five percent (5%) of the initial net fair market value of the property which constitutes the principal of the trust (the "Annuity Amount"), provided, however, that the payout percentage (as adjusted to reflect the time and frequency of the annuity payments) shall not exceed the percentage that would result in a five percent (5 %) probability that the principal of the trust shall be exhausted before the death of the Beneficiary, determined as of the date of my death (or the alternate valuation date, if applicable).

b. Upon the death of the Beneficiary, the principal and income of the trust remaining at that time, other than any such principal and income which may be required to be distributed to the Beneficiary or the Beneficiary's estate in satisfaction of the final Annuity Amount payment, shall be distributed outright to the DORIS DUKE CHARITABLE FOUNDATION. If the DORIS DUKE CHARITABLE FOUNDATION is not a tax-exempt organization, as hereinafter defined, at the time when any principal or income of the trust is to be distributed to it, then my Trustees shall distribute such principal and income to such one or more tax -exempt organizations as my Trustees shall determine in their absolute discretion.

c. The trusts held pursuant to this Paragraph 6 of Subdivision C shall be administered in accordance with the provisions of Subdivision D of this Article.

7. I give and bequeath to each other person who shall survive me and who my Executors shall determine in their absolute discretion shall be on my payroll or the payroll of any of the Applicable Foundations or of any other foundation of which I am a member, director, trustee or officer at my death on a salaried (but not an hourly) basis, other than a person who is a beneficiary under another provision of this Will, a sum equal to one (l) month's salary for each full year of such employment prior to my death (rounded to the nearest Five Hundred Dollars ($500)), but in no case less than One Thousand Five Hundred Dollars ($1,500).

8. I give and bequeath to each other person who shall survive me and who my Executors shall determine in their absolute discretion shall be on my payroll or the payroll of any of the Applicable Foundations or of any other foundation of which I am a member, director, trustee or officer at my death on an hourly basis, other than a person who is a beneficiary under another provision of this Will, a sum equal to one (1) month's salary for each full year of such employment prior to my death (rounded to the nearest Five Hundred Dollars ($500)), but in no case less than One Thousand Five Hundred Dollars ($1,500). For purposes of this Paragraph 8, one month's salary shall be deemed to equal one-twelfth (1/12) of the income such person received from me or such foundation, as the case may be, in the year prior to my death based on such person's Form W-2 for such year.

9. Notwithstanding anything herein which might suggest a contrary result, I hereby specifically state that I do not intend by the provisions of Paragraph 7 or 8 of this Subdivision C to make any gift or bequest to any person or entity that I, any of the Applicable Foundations or any other foundation retain as an independent contractor to perform services, including lawyers, accountants, physicians, nurses and others who are not my employees, the employees of an Applicable Foundation or the employees of any other foundation of which I am a member, director, trustee or officer at my death.

10. I request that each of NILZA MOORE, GEORGE REED and BENJAMIN REED who are at my death in the employ of any of the Applicable Foundations or of any other foundation of which I am a member, director, trustee or officer at my death have a residence provided for them by one of such foundations after my death. If possible, I expect that the DORIS DUKE CHARITABLE FOUNDATION shall provide such a residence for each of NILZA MOORE and GEORGE REED and that the NEWPORT RESTORATION FOUNDATION shall provide such a residence for BENJAMIN REED.

D. Each trust created pursuant to the provisions of Paragraphs 2, 3, 4 and 5 of Subdivision C of this Article and the provisions of Article SIX of this Will shall be administered as follows:

1. The obligation to pay the Annuity Amount shall commence on the date of my death, but payment of the Annuity Amount may be deferred during a period from the date of my death to the end of the taxable year of the trust in which occurs the complete funding of the trust. Within a reasonable time after the end of the taxable year in which occurs the complete funding of the trust, my Trustees shall pay to the person for whose benefit the trust was created (the "Recipient"), in the case of an underpayment, or shall receive from the Recipient, in the case of an overpayment, the difference between (a) the total of any amounts in respect of the Annuity Amount actually paid to the Recipient, plus interest on such amounts, compounded annually, computed for any period at the rate of interest that the federal income tax regulations under Section 664 of the Internal Revenue Code of 1986, as amended from time to time (the "Code"), prescribe for the trust for such computation for such period, and (b) the total of such amounts in respect of the Annuity Amount that are properly payable, plus interest on such amounts, compounded annually, computed for any period at the rate of interest that the federal income tax regulations under Section 664 of the Code prescribe for the trust for such computation for such period.

2. The Annuity Amount shall be distributed to the Recipient in equal quarterly installments from income and, to the extent that income is not sufficient, from principal in accordance with the following provisions of this Paragraph 2. The Annuity Amount shall be paid from the ordinary net income (including short-term capital gain) of the trust other than "unrelated business income" as defined in Section 681 of the Code. To the extent that such ordinary net income is insufficient to pay the Annuity Amount, the Annuity Amount shall be paid from the long-term capital gain of the trust or, if insufficient, from the unrelated business income of the trust or, if insufficient, from income of the trust which is exempt from income taxes or, if insufficient, from the principal of the trust. As used in this Paragraph 2, the terms "short-term capital gain" and "long-term capital gain" are defined as in Section 1222 of the Code.

3. Any income of the trust for a taxable year which shall exceed the Annuity Amount shall be accumulated and added to principal, any such capitalized income thereafter to be disposed of as a part of the principal of the trust.

4. If the first or the last taxable year of the trust or both such years shall have fewer than 365 days, the Annuity Amount for such short taxable year or years shall be prorated on a daily basis, in accordance with Section 1.664-2 of the federal income tax regulations, or any successor provision thereto. The taxable year of the trust shall be the calendar year.

5. No additional contributions may be made to the trust. The initial contribution to the trust shall be deemed to consist of all property passing to the trust by reason of my death.

6. The computation of the value of the assets transferred to the trust shall be controlled by the valuations as finally determined in the federal estate tax proceeding relating to my estate. If the initial net fair market value of the assets constituting the trust is determined incorrectly by my Trustees, then within a reasonable period after the final determination of the correct value, my Trustees shall pay to the Recipient, in the case of an undervaluation, or shall receive from the Recipient, in the case of an overvaluation, an amount equal to the difference between the total sums in respect of the Annuity Amount that my Trustees should have paid if the correct value were used and the total of such sums that my Trustees actually paid.

7. Notwithstanding any provision of this Will:

a. The income and principal of the trust for each taxable year shall be distributed at such time and in such manner as not to subject the trust to any tax under Section 4942 of the Code;

b. Except for the payment of the Annuity Amount to the Recipient, my Trustees shall not engage in any act of self dealing, as defined in Section 4941(d) of the Code, and shall not make any taxable expenditures, as defined in Section 4945(d) of the Code;

c. My Trustees shall not make any investments that jeopardize the charitable purpose of the trust, within the meaning of Section 4944 of the Code and the federal income tax regulations thereunder, or retain any excess business holdings, within the meaning of Section 4943(c) of the Code;

d. The Annuity Amount shall not be reduced by any expenses of the trust including, but not limited to, trustees' commissions;

e. Nothing in this Will shall be construed so as to restrict my Trustees from investing the assets of the trust in a manner that could result in the annual realization of a reasonable amount of income or gain from the sale or disposition of trust assets:

f. It is my intention that the trust shall qualify as a charitable remainder annuity trust within the meaning of Section 6 of Rev. Proc. 90-32, and any successor revenue procedures thereto, and Section 664(d)(1) of the Code, and the federal income tax regulations thereunder, and that the remainder interest which is to be distributed shall qualify for the estate tax charitable deduction under the provisions of Section 2055 of the Code. Accordingly, I hereby direct that (i) no authorization, direction or other provision contained in this Will which would prevent the trust and such remainder interest from so qualifying shall apply, (ii) the trust shall be interpreted, valued, managed and invested in a manner consistent with that intent, (iii) no distribution shall be made to the trust of any property which does not qualify for such charitable deduction and (iv) it is my further intention that any court having jurisdiction over this Will shall construe and interpret and, if necessary, modify and limit the terms and provisions of this Will so as to permit such remainder interest so to qualify;

g. My Trustees are authorized, acting alone, to amend the trust in any manner required for the sole purpose of ensuring that the trust qualifies and continues to qualify as a charitable remainder annuity trust within the meaning of Section 664(d)(1) of the Code and the federal income tax regulations thereunder: and

h. The operation of the trust shall be governed by the laws of the State of New York. My Trustees, however, are prohibited-from exercising any power or discretion granted under such laws that would be inconsistent with the qualification of the trust under Section 664(d)(1) of the Code and the corresponding regulations.

SIX: If WALKER P. INMAN, JR. shall survive me, I give and bequeath to my Trustees the sum of Seven Million Dollars ($7,000,000), to be held by my Trustees in a separate charitable remainder annuity trust for the benefit of WALKER P. INMAN, JR., with the income and principal thereof to be disposed of as follows:

A. Commencing as of the date of my death and continuing during the lifetime of WALKER P. INMAN, JR., my Trustees shall, in each taxable year of the trust, pay to WALKER P. INMAN, JR. an annuity amount equal to five percent (5%) of the initial net fair market value of the property which constitutes the principal of the trust (the "Annuity Amount") provided, however, that the payout percentage (as adjusted to reflect the time and frequency of the annuity payments) shall not exceed the percentage that would result in a five percent (5%) probability that the principal of the trust shall be exhausted before the death of WALKER P. INMAN, JR., determined as of the date of my death (or the alternate valuation date, if applicable).

B. Upon the death of WALKER P. INMAN, JR., the principal and income of the trust remaining at that time, other than any such principal and income which may be required to be distributed in satisfaction of the final Annuity Amount payment, shall be distributed outright to the DORIS DUKE CHARITABLE FOUNDATION. If the DORIS DUKE CHARITABLE FOUNDATION is not a tax- exempt organization, as hereinafter defined, at the time when any principal or income of the trust is to be distributed to it, then my Trustees shall distribute such principal and income to such one or more tax-exempt organizations as my Trustees shall determine in their absolute discretion.

C. The trust created in this Article SIX shall be administered in accordance with the provisions of Subdivision D of Article FIVE of this Will.

SEVEN:

A. I expressly exercise the general testamentary power of appointment granted to me by subparagraph (2) of Paragraph C of the Indenture of Trust, dated May 2, 1917 made by my father, J.B. Duke, as Grantor and Trustee, with the Farmers' Loan and Trust Company (now Citibank, N. A., by merger and succession) as successor Trustee, by directing that the principal, and any remaining income, of the trust created pursuant to such Indenture at my death be distributed to the DORIS DUKE CHARITABLE FOUNDATION which is the wholly charitable trust held pursuant to the provisions of Article NINE of this Will, to be administered and distributed as a part thereof.

B. I declare that, despite my 1988 adoption of Chandi Heffner(who was 35 years old at that time), it is my intention that she not be deemed to be my child for the purposes of disposing of the trust property described in Subdivision A of this Article SEVEN, or for any other purpose of this Will, or otherwise, and that this Will and all trusts and other entities in which I have an interest be administered accordingly. I am confident that my father, who created certain trusts for my lifetime benefit, would not want Chandi Heffner to have any interest in any such trust, even if I had wanted her to have such an interest (which I do not).

EIGHT: I give, devise and bequeath all the rest, residue and remainder of my estate, real, persona] or mixed, of whatsoever nature and wheresoever situate, of which I shall die seized or possessed, or to which I shall be in any way entitled at the time of my death, including all property over which I shall have a power of appointment or other power of disposal at the time of my death, and including any legacies or devises which may lapse or be invalid or for any reason fail to take effect (herein referred to as my "residuary estate"), after the payment of all taxes of whatsoever kind and all debts and expenses properly chargeable against my residuary estate, to my Trustees, IN TRUST, NEVERTHELESS, to hold manage, invest and reinvest the same, to collect the income thereof, and to dispose of the net income thereof for the educational, charitable, scientific, literary and artistic purposes for which this wholly charitable trust is created and which shall be known as the DORIS DUKE CHARITABLE FOUNDATION, and such trust shall be held, administered and disposed of subject to the provisions of Article NINE of this Will and for the purposes described in the following Subdivisions A through

A. The Trustees shall pay over from time to time to (i) the DORIS DUKE FOUNDATION FOR THE PRESERVATION OF ENDANGERED WILDLIFE, (ii) the DORIS DUKE FOUNDATION FOR THE PRESERVATION OF NEW JERSEY FARMLAND AND FARM ANIMALS, (iii) the NEWPORT RESTORATION FOUNDATION, (iv) the DORIS DUKE FOUNDATION FOR ISLAMIC ART, and (v) the NEWPORT GARDENS FOUNDATION, INC. (the "Charitable Entities") such funds as may be required by the Charitable Entities to carry out the purposes expressed in the provisions of this Will with respect to the Charitable Entities. Such funds shall be disbursed only after the Trustees make appropriate inquiries into the claimed costs and determine that the funds paid over shall be utilized solely for the purposes expressed. Anything to the contrary above notwithstanding, my Trustees shall distribute such funds to each of the above-named Charitable Entities pursuant to the foregoing provisions of this Subdivision A or pursuant to any other provision of this Will only if, at the time any funds are to be distributed, the Charitable Entity qualifies as a tax-exempt organization, as hereinafter defined.

B. The Trustees may make contributions to tax exempt organizations that have as their purposes the assistance of actors, dancers, singers, musicians and other artists of the entertainment world in fulfilling their ambitions and providing opportunities for the public presentation of their arts and talents.

C. I have a special interest in the preservation of wildlife, both flora and fauna, in the United States and elsewhere, and also a special interest in the prevention of cruelty to children or to animals. The Trustees may make contributions to tax-exempt organizations that they are satisfied are actively and efficiently promoting these goals.

D. The Trustees may make contributions to tax-exempt organizations that they are satisfied are actively and efficiently promoting medical research designed to effectuate cures of major diseases such as cancer and heart disease, and other diseases, including sickle cell anemia, provided that no animals are used to conduct such research.

E. The Trustees may make contributions to tax-exempt organizations that they are satisfied are actively and efficiently promoting anti-vivisectionism.

F. The Trustees may make contributions to tax-exempt organizations that they are satisfied are actively and efficiently promoting ecological endeavors.

G. If the DORIS DUKE CHARITABLE FOUNDATION has income during any year that is not disbursed pursuant to the preceding Subdivisions of this Article EIGHT, the Trustees may make contributions to various universities and colleges in the United States that they are satisfied are actively and efficiently promoting agricultural programs that are for the benefit of the public or of wildlife or of animals.

H. Whenever the Trustees, in the course of any of the investigations that I recognize will be required, need expert, clerical or other types of assistance in conducting such investigations, they are hereby authorized to retain such assistance and to pay the reasonable rates required therefor. These costs shall be charged against income in the year in which such charges or costs are incurred.

I. Notwithstanding anything herein to the contrary, the Trustees may give to any tax-exempt charitable organization any item of tangible personal property they may find impossible or inappropriate to sell or retain.

J. Unless otherwise provided, in the event that the income derived by the DORIS DUKE CHARITABLE FOUNDATION is insufficient in any year to supply the funds that the Trustees deem appropriate to be disbursed pursuant to the foregoing provisions of this Article EIGHT, the Trustees are authorized to invade the principal of the DORIS DUKE CHARITABLE FOUNDATION to supply those funds.

NINE: Each separate wholly charitable trust created pursuant to the provisions of this Will shall be held, administered and distributed by my Trustees for the educational, charitable. scientific, literary and artistic purposes for which it was created subject to the following provisions:

A. The Trustees are hereby authorized, in their sole discretion, at any time and from time to time, to distribute all or any part of the net income and/or principal of the trust to or for the use of such one (1) or more entities, including any organization formed, organized and/or incorporated by the Trustees, qualifying as exempt from Federal income taxes as an organization described in and meeting the requirements of Section 501(c)(3) of the Code, and transfers to which are deductible for income tax and estate tax purposes under the provisions of Section 170(c) and Section 2055 of the Code and, to the extent not inconsistent with the foregoing provisions of the Code, the income tax and estate tax laws of the state of my domicile in effect at the time of my death and in effect at the time of payment or application (herein sometimes referred to as a "tax-exempt organization" or "tax-exempt organizations") as the Trustees, in their sole discretion, shall select in such amounts or proportions, equal or unequal, as the Trustees in their sole discretion, shall determine.

B. The Trustees are hereby authorized, in their sole discretion, to terminate the trust at any time, if the Trustees feel that by so doing the best charitable use will be made of the trust estate of the trust. Upon termination of the trust, the Trustees shall transfer, convey and pay over the principal thereof, as it is then constituted, to such one (I) or more tax-exempt organizations at the time of such termination as the Trustees in their sole discretion, shall select, in such amounts or proportions, equal or unequal, as the Trustees in their sole discretion, shall determine.

C . The administration and distribution of the trust shall be subject to the following restrictions: (i) the trust shall be operated exclusively for purposes allowed for tax-exempt organizations, (ii) no part of the net earnings of the trust shall inure to the benefit of any private individual, except that the Trustees of the trust shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the trust's general charitable purposes, (iii) no substantial part of the activities of the trust shall be carrying on propaganda or otherwise attempting to influence legislation, (iv) the trust shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office, and (v) upon the termination of the trust, the assets of the trust shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Code or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

D. Notwithstanding the broad nature of the powers and authority granted to the Trustees by this Article or by any other Article of this Will, the following provisions shall apply to the trust:

1 The Trustees shall distribute the income of the trust for each taxable year at such time or times and in such manner as not to subject the trust to tax under Section 4942 of the Code:

2. The Trustees shall not engage in any act of self-dealing [as defined in Section 4941(d) of the Code];

3. The Trustees shall not retain any excess business holdings [as defined in Section 4943(c) of the Code] which would subject the trust to tax under Section 4943 of the Code;

4. The Trustees shall not make any investments which would subject the trust to tax under Section 4944 of the Code;

5. The Trustees shall not make any taxable expenditures [as defined in Section 4945(d) of the Code]; and

6. None of the powers and authorities granted to the Trustees under any provision of this Will shall be exercised in such a manner as to disqualify the trust from tax-exempt status under Section 501(c)(3) or to disqualify the interests in the trust given to charity from the charitable deduction allowable in determining the Federal estate tax on my estate.

E. I specifically authorize the Trustees of the trust to form, organize and/or incorporate any tax-exempt organization as more completely set forth in Article TEN of this Will. It would not be inconsistent with my wishes if the Trustees completed the necessary work to bring such foundations into existence as tax.exempt organizations. Furthermore, it would not be inconsistent with my intention if the trust eventually were to terminate in favor of one or more tax-exempt organizations. However, I leave the decision as to how these matters are handled to the sole discretion of my Trustees.

F. It is my intention by this Article to create a trust conferring a charitable interest which qualifies for a Federal estate tax charitable deduction and which qualifies as an entity exempt from Federal income tax. Accordingly, my Executors or the Trustees are hereby authorized, in their sole discretion, to apply to qualify the trust for tax-exempt status under Section 501(c)(3). In addition, I hereby direct that the provisions of my Will applying to this trust shall be construed in a manner consistent with Sections 2055, 170(c) and 501(c)(3) of the Code and with the regulations and rulings which from time to time may be promulgated thereunder, and that my estate and the trust shall be administered solely in conformity with said sections and the regulations and rulings thereunder. Notwithstanding any provision in this Will which might otherwise suggest or direct a contrary result, should any provision of this Will applying to the trust be inconsistent or in conflict with said Code sections, or the regulations or rulings thereunder, then said Code sections, regulations or rulings shall be deemed to override and supersede such inconsistent or conflicting provisions of this Will. If said Code sections, regulations or rulings at any time require that instruments creating tax-exempt trusts which are intended to be private charitable foundations to which the aforesaid Code sections, regulations and rulings relate contain provisions which are not expressly set forth in this Will, then such provisions shall be specifically incorporated herein by this reference, and shall be deemed to be a pan hereof to the same extent as though they had been expressly set forth herein. To those ends, the Trustees may amend the terms of the trust for the sole purpose of complying with the requirements of said Code sections, regulations and rulings.

TEN: A. In addition to the powers and authority granted to my Trustees of each separate wholly charitable trust created pursuant to the provisions of this Will, I grant the Trustees of each such trust the power and authority to create under New York law or the law of any other state a corporation or a trust which will be operated exclusively for the purposes allowed for tax -exempt organizations as described in Subdivision A of Article NINE of this Will, and for the specific charitable purposes for which such wholly charitable trust was created. Such corporations or trusts are hereinafter sometimes referred to as a "foundation" or "foundations".

It is my intention that each of the foundations created hereunder shall be an organization qualifying under Sections 501(c)(3) and 170(c) of the Code, gifts or bequests to which are deductible for federal estate and gift tax purposes under the provisions of Sections 2055(a) and 2522(a), respectively, of the Code. I direct my Trustees to take or cause to be taken such action as may be necessary to qualify these corporations or trusts for exemption from tax under the Code or other applicable law including. without limitation, establishing procedures for selecting recipients of the funds of these foundations which will comply with requirements existing at that time for obtaining and maintaining their tax-exempt status.

The Certificate of Incorporation, trust agreement or similar document creating each of these foundations shall include provisions (among such other provisions as shall be necessary to create a corporation or trust, gifts and bequests to which are deductible for federal estate and gift tax purposes under the provisions of the Code referred to in the preceding paragraph) providing that (i) these foundations shall be organized and operated exclusively for purposes allowed for tax-exempt organizations, (ii) no part of the net earnings of these foundations shall inure to the benefit of any private individual, except that these foundations shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of their general charitable purposes, (iii) no substantial part of the activities of the foundations shall be carrying on propaganda or otherwise attempting to influence legislation, (iv) the foundations shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office, and (v) upon the termination of each foundation, the assets of the foundation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Code or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government for a public purpose.

Those foundations shall not engage in any act of self-dealing, retain any excess business holdings, make any investment, or make any taxable expenditures, so as to subject these foundations to any tax under Sections 4941, 4943, 4944 and 4945, respectively, of the Code. These foundations shall make distributions for each taxable year at such time and in such manner as not to subject these foundations to the tax on undistributed income imposed by Section 4942 of the Code, and shall not otherwise engage in any act which would prevent any transfer under this Will to any of these foundations from qualifying for a deduction in my estate under the applicable sections of the Code, or any similar provision of the law of any state.

B. I direct that the initial directors or trustees of these foundations shall be BERNARD LAFFERTY, MARIAN OATES CHARLES and such three (3) additional persons as BERNARD LAFFERTY (or failing the exercise of such power by Bernard Lafferty, as MARIAN OATES CHARLES) shall designate in writing, signed and acknowledged. BERNARD LAFFERTY (or failing the exercise of such power by Bernard Lafferty, then the initial directors or trustees) shall select the member(s), if any, of these foundations and determine the procedures for (i) the selection and removal of additional and successor members, directors or trustees, (ii) the selection of officers and (iii) the length of term of each member, director, trustee or officer.

C. Each of the directors or trustees of each foundation shall receive reasonable compensation for serving in such capacity as provided by applicable law; and each director or trustee shall also be entitled to reimbursement for reasonable expenses incurred by him or her in the performance of his or her duties as a director or trustee.

D. No bond or other security shall be required of any director or trustee. In addition to all powers given the directors or trustees by law, the certificate of incorporation creating these corporations or the trust agreements creating these trusts, as the case may be, shall give the directors or trustees all powers necessary and appropriate to carrying out my charitable intentions.

ELEVEN: A. 1. I nominate and appoint BERNARD LAFFERTY as my individual Executor hereunder, but only if he shall agree to accept a maximum commission of Five Million Dollars ($5,000,000) for the performance of his duties as Executor.

2. I direct BERNARD LAFFERTY to appoint as a co-Executor such bank or trust company (the "corporate Executor") as he, in his absolute discretion, shall select. Such appointment shall be made by an instrument in writing filed with the clerk of the appropriate court. BERNARD LAFFERTY shall have the authority to make such arrangement with a bank or trust company concerning its compensation for acting as corporate Executor hereunder, and the acceptance of such fixed compensation shall be a condition for the appointment of such bank or trust company as co-Executor hereunder. Any bank or trust company appointed pursuant to this authority shall have its principal place of business in the City, County and State of New York and shall be acting as Trustee of personal trusts having aggregate assets of not less than Three Billion Five Hundred Million Dollars ($3,500,000,000). However, if BERNARD LAFFERTY shall fail to effectively appoint a corporate Executor, then I hereby nominate and appoint UNITED STATES TRUST COMPANY OF NEW YORK, New York, New York, to serve as the sole Executor hereunder, conditioned only upon its willingness to accept a maximum commission of Seven Million Five Hundred Thousand Dollars ($7,500,000).

3. I authorize, but do not direct, BERNARD LAFFERTY at any time to appoint such one (1) or more individuals as he, in his absolute discretion, shall select as additional or successor individual Executors, provided, however, that BERNARD LAFFERTY may appoint additional individual Executor(s) only of all individual Executors shall agree to accept maximum commissions of Seven Million Five Hundred Thousand Dollars ($7,500,000) for the performance of their duties as Executors, such amount to be divided among them as BERNARD LAFFERTY shall determine, and any such additional or successor Executor(s) shall serve for such term and subject to such conditions (including, but not limited to, the right of BERNARD LAFFERTY or some other person selected by BERNARD LAFFERTY to remove any person so appointed) as BERNARD LAFFERTY shall designate in an instrument in writing filed with the clerk of the appropriate court.

4. I authorize BERNARD LAFFERTY, or if he is not serving as an Executor of my Will, then any other person who may then be serving as an Executor [or if there shall be more than one (1) person serving in such capacity, then all such persons, jointly], in his [their] absolute discretion to remove the corporate Executor at any time and, in the event such corporate Executor is removed, I direct the person(s) with such removal power to appoint such bank or trust company as he [they], in his [their] absolute discretion, shall select to act in its place. Any removal and appointment shall be evidenced by an instrument in writing delivered to the corporate Executor and to the bank or trust company being appointed in its place, and shall be filed with the clerk of the appropriate court. The person(s) with such removal power shall have the authority to make such arrangement with such bank or trust company concerning its compensation for acting as successor corporate Executor hereunder, and the acceptance of such fixed compensation shall be a condition for the appointment of such bank or trust company as co-Executor hereunder. Any bank or trust company appointed pursuant to this authority shall have its principal place of business in the City, County and State of New York and shall be acting as Trustee of personal trusts having aggregate assets of not less than Three Billion Five Hundred Million Dollars ($3,500,000,000).

B. 1. I nominate and appoint BERNARD LAFFERTY as Trustee of each trust created hereunder other than any wholly charitable trust held pursuant to the provisions of Article NINE of this Will.

2. There shall always be at least five (5) Trustees of each wholly charitable trust held pursuant to the provisions of Article NINE of this Will. I nominate and appoint BERNARD LAFFERTY, MARIAN OATES CHARLES and such three (3) additional persons as BERNARD LAFFERTY shall designate and appoint as the initial Trustees of each of the wholly charitable trusts created hereunder and held pursuant to the provisions of Article NINE of this Will. Each person so appointed by BERNARD LAFFERTY shall serve for such term and subject to such other conditions (including, but not limited to, limitations on commissions and the right of BERNARD LAFFERTY or some other person selected by BERNARD LAFFERTY to remove any person so appointed) as BERNARD LAFFERTY in his sole discretion shall designate in an instrument in writing filed with the clerk of the appropriate court.

3. BERNARD LAFFERTY shall be empowered to establish such procedures and other terms and conditions as he in his sole discretion shall deem appropriate for the appointment of co -Trustees and/or successor Trustees of each separate wholly charitable trust and each other trust held pursuant to the provisions of this Will. Such procedures, terms and other conditions may include, but are not limited to, limitations on commissions and the right of BERNARD LAFFERTY or some other person designated by BERNARD LAFFERTY to remove any person so appointed. If there shall be a vacancy in the trusteeship of any separate trust [which with respect to any wholly charitable trust shall mean that there shall be less than five (5) Trustees serving with respect to such trust], and if BERNARD LAFFERTY shall not have established a procedure for the appointment of a successor Trustee to fill such vacancy, then the then acting Trustee (or all then acting Trustees, jointly) of such trust shall appoint a successor Trustee to fill such vacancy, and to the extent necessary to avoid any such further vacancy, shall establish procedures, terms and conditions for the appointment of further co-Trustees and successor Trustees; provided, however, that such procedure may not be inconsistent with or contravene any procedure, term or condition previously established by BERNARD LAFFERTY. The establishment of any procedure for the appointment of co-Trustees and successor Trustees pursuant to this Paragraph 3, and any appointment of a co-Trustee or successor Trustee pursuant to this Paragraph 3 shall be made by an instrument in writing filed with the clerk of the appropriate court.

4. If there shall be a vacancy in the trusteeship of any separate trust held hereunder which shall not be filed pursuant to the foregoing provisions of this Subdivision B, then I hereby nominate and appoint UNITED STATES TRUST