Last Will and Testament Attributed to Edward M. Kennedy (2006)

I, EDWARD M. KENNEDY, of Hyannisport, Massachusetts, make this my last will, hereby revoking all earlier wills and codicils. I do not by this will exercise my power of appointment other than the powers exercised in Article SECOND below.

FIRST: I give and devise all my property, of whatever kind and wherever located, that I own at my death to the then trustees of The Edward M. Kennedy 2006 Trust established earlier this day by me, as Donor, with myself and Paul G. Kirk, Jr., of Marstons Mills, Massachusetts, as trustees (my "2006 Trust"), to be added to the principal of my 2006 Trust and administered and disposed of in accordance with the provisions thereof, as from time to time hereafter amended, whether before or after my death, as if a part of said principal at the time of my death. I have provided in my 2006 Trust for my wife, Victoria R. Kennedy, my children and more remote issue and for the payment of my debts, funeral and burial expenses and the expenses of administering my estate, and for the method of paying all federal and state taxes in the nature of estate, inheritance, succession and like taxes occasioned by my death. References in this will or a codicil to "children" mean descendants in the first degree only and references to "issue" mean descendants in the first, second or any other degree, in each case meaning lawful descendants, whether by blood or adoption.

SECOND: Under the provisions of Article FIFTH of The Edward M. Kennedy Blind Trust established March 13, 1978, by me, as Donor, of which John C. Culver, of Washington, District of Columbia, is currently the trustee (the "Blind Trust"), and under the provisions of Article FIFTH of The Edward M. Kennedy 1987 Blind Trust, established September 25,1987, by me, as Donor, with Joseph Anthony Kouba, of Los Angeles, California, as trustee (the" 1987 Blind Trust"), I have, in each case, the power to appoint by will the trust property held thereunder at the time of my death. In full exercise of said powers I hereby appoint the trust property remaining at my death in the Blind Trust and in the 1987 Blind Trust to the then trustees of my 2006 Trust, to be added to the principal of my 2006 Trust and administered in accordance with the provisions thereof, as from time to time hereafter amended, whether before or after my death, as if a part of said principal at the time of my death.

THIRD: I name Paul G. Kirk, Jr., of Marstons Mills, Massachusetts, as my executor and temporary executor; if for any reason he fails to qualifY or ceases to serve in either capacity, I name my son Edward M. Kennedy, Jr. as my executor or temporary executor, or both (as the case may be), in his place; and if for any reason he fails to qualify or ceases to serve in either capacity, I name as my executor or temporary executor, or both (as the case may be), that person designated in writing by the trustees of my 2006 Trust and filed with the Court in which this will is offered for probate. References in this will or a codicil to my "executor" mean the one or more executors (or temporary executors or administrators with this will annexed) for the time being in office. No executor named in this will or a codicil need furnish any bond or surety on any official bond. In any proceeding for the allowance of an account of my executor, I request the Court to dispense with the appointment of a guardian ad litem to represent any person or interest.  

FOURTH: In addition to other powers, my executor shall have power from time to time at discretion and without license of court: To retain, and to invest and reinvest in, any kind or amount of property; to vote and exercise other rights of security holders; to exercise options to buy securities and, in connection therewith or with the sale of any securities acquired upon such exercise, to take such action as is customary or, in the opinion of my executor, appropriate, including the giving of investment representations; to make such elections for federal and state estate, gift, generation-skipping transfer and income tax purposes as my executor may deem advisable; to compromise or submit to arbitration any matters in dispute; to borrow money, and to sell, mortgage, pledge, exchange, lease and contract with respect to any real or personal property, all without notice to any beneficiary and in such manner, for such consideration and on such terms as to credit or otherwise as my executor may deem advisable, whether or not the effect thereof extends beyond the period of settling my estate; and in distributing my estate, to allot property, whether real or personal, at then current values, in lieu of cash.

WITNESS my hand this  [25th]  day of  [August, 2006].

-Edward M. Kennedy

Last Will and Testament Attributed to John F. Kennedy, Jr. (1997)

I, JOHN F. KENNEDY, JR., of New York, New York, make this my last will, hereby revoking all earlier wills and codicils. I do not by this will exercise any power of appointment.

FIRST: I give all my tangible property (as distinguished from money, securities and the like), wherever located, other than my scrimshaw set previously owned by my father, to my wife, Carolyn Bessette-Kennedy, if she is living on the thirtieth day after my death, or if not, by right of representation to my then living issue, or if none, by right of representation to the then living issue of my sister, Caroline Kennedy Schlossberg, or if none, to my said sister, Caroline, if she is then living. If I am survived by issue, I leave this scrimshaw set to said wife, Carolyn, if she is then living, or if not, by right of representation, to my then living issue. If I am not survived by issue, I give said scrimshaw set to my nephew John B.K. Schlossberg, if he is then living, or if not, by right of representation to the then living issue of my said sister, Caroline, or if none, to my said sister Caroline, if she is then living. I hope that whoever receives my tangible personal property will dispose of certain items of it in accordance with my wishes, however made unknown, but I impose no trust, condition or enforceable obligation of any kind in this regard.

SECOND: I give and devise all my interest in my cooperative apartment located at 20-26 Moore Street, Apartment 9E, in said New York, including all my shares therein and any proprietary leases with respect thereto, to my said wife, Carolyn, if she is living on the thirtieth day after my death.

THIRD: If no issue of mine survive me, I give and devise all my interests in real estate, wherever located, that I own as tenants in common with my said sister, Caroline, or as tenants in common with any of her issue, by right of representation to Caroline's issue who are living on the thirtieth day after my death, or if none, to my said sister Caroline, if she is then living. References in this Article THIRD to "real estate" include shares in cooperative apartments and proprietary leases with respect thereto.

FOURTH: I give and devise the residue of all the property, of whatever kind and wherever located, that I own at my death to the then trustees of the John F. Kennedy Jr. 1983 Trust established October 13, 1983 by me, as Donor, of which John T. Fallon, of Weston, Massachusetts, and I are currently the trustees (the "1983 Trust"), to be added to the principal of the 1983 Trust and administered in accordance with the provisions thereof, as amended by a First Amendment dated April 9, 1987 and by a Second Amendment and Complete Restatement dated earlier this day, and as from time to hereafter further amended whether before or after my death. I have provided in the 1983 Trust for my children and more remote issue and for the method of paying all federal and state taxes in the nature of estate, inheritance, succession and like taxes occasioned by my death.

FIFTH: I appoint my wife, Carolyn Bessette-Kennedy, as guardian of each child of our marriage during minority. No guardian appointed in this will or a codicil need furnish any surety on any official bond.

SIXTH: I name my cousin Anthony Stanislaus Radziwill as my executor; and if for any reason, he fails to qualify or ceases to serve in that capacity, I name my cousin Timothy P. Shriver as my executor in his place. References in this will or a codicil to my "executor" mean the one or more executors (or administrators with this will annexed) for the time being in office. No executor or a codicil need furnish any surety on any official bond. In any proceeding for the allowance of an account of my executor, I request the Court to dispense with the appointment of a guardian ad litem to represent any person or interest. I direct that in any proceeding relating to my estate, service of process upon any person under a disability shall not made when another person not under a disability is a party to the proceeding and has the same interest as the person under the disability.

SEVENTH: In addition to other powers, my executor shall have power from time to time at discretion and without license of court: To retain, and to invest and reinvest in, any kind or amount of property; to vote and exercise other rights of security holders; to make such elections for federal and state estate, gift, income and generation-skipping transfer tax purposes as my executor may deem advisable; to compromise or admit to arbitration any matters in dispute; to borrow money, and to sell, mortgage, pledge, exchange, lease and contract with respect to any real or personal property, all without notice to any beneficiary and in such manner, for such consideration and on such terms as to credit or otherwise as my executor may deem advisable, whether or not the effect thereof extends beyond the period settling my estate; and in distributing my estate, to allot property, whether real or personal, at then current values, in lieu of cash.

December 19, 1997

-John F. Kennedy, Jr.

Last Will and Testament Attributed to Jacqueline Kennedy Onassis (1994)

I, JACQUELINE K. ONASSIS, of the City, County and State of New York, do 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.

FIRST: A. I give and bequeath to my friend RACHEL (BUNNY) L. MELLON, if she survives me, in appreciation of her designing the Rose Garden in the White House my Indian miniature "Lovers watching rain clouds," Kangra, about 1780, if owned by me at the time of my death, and my large Indian miniature with giltwood frame "Gardens of the Palace of the Rajh," a panoramic view of a pink walled garden blooming with orange flowers, with the Rajh being entertained in a pavilion by musicians and dancers, if owned by me at the time of my death.

B. I give and bequeath to my friend MAURICE TEMPELSMAN, if he survives me, my Greek alabaster head of a woman if owned by me at the time of my death.

C. I give and bequeath to my friend ALEXANDER D. FORGER, if he survives me, my copy of John F. Kennedy's Inaugural Address signed by Robert Frost if owned by me at the time of my death.

D. Except as hereinabove otherwise effectively bequeathed, I give and bequeath all my tangible personal property, including, without limitation, my collection of letters, papers and documents, my personal effects, my furniture, furnishings, rugs, pictures, books, silver, plate, linen, china, glassware, objects of art, wearing apparel, jewelry, automobiles and their accessories, and all other household goods owned by me at the time of my death to my children who survive me, to be divided between them by my Executors, in the exercise of sole and absolute discretion, in as nearly equal portions as may be practicable, having due regard for the personal preferences of my children.

I authorize and empower my children, within a period of nine (9) months from the date of my death, to renounce and disclaim all interest in any part or all of the tangible personal property bequeathed to them pursuant to this Paragraph D of Article FIRST. Any such disclaimer shall be by instrument in writing, duly executed and filed in the court in which this Will has been admitted to original probate.

E. Any interests in my tangible personal property which are disclaimed by my children shall be disposed of as follows:

1. I give and bequeath such items of said tangible personal property and interests therein which relate to the life and work of my late husband, John F. Kennedy, to JOHN FITZGERALD KENNEDY LIBRARY INCORPORATED, Boston, Massachusetts, or if said library shall not be a qualified charitable beneficiary, as defined in Paragraph A of Article SECOND hereof, at the time of my death, to such one or more qualified charitable beneficiaries with similar purposes as my Executors, in the exercise of sole and absolute discretion, shall select.

2. I direct that the balance of said tangible personal property shall be sold and the net proceeds of sale shall be added to my residuary estate, thereafter to be held, administered and disposed of as a part thereof.

F. I give and bequeath all copyright interests owned by me at the time of my death in my personal papers, letters or other writings by me, including any royalty or other rights with respect thereto, to my children who survive me, in equal shares. I request, but do not direct, my children to respect my wish for privacy with respect to such paper, letters and writings and, consistent with that wish, to take whatever action is warranted to prevent the display, publication or distribution, in whole or in part, of these papers, letters and writings.

SECOND: A. I have made no provision in this my Will for my sister, Lee B. Radziwill, for whom I have great affection because I have already done so during my lifetime. I do wish, however, to remember her children and, thus, I direct my Executors to set aside the amount of Five Hundred Thousand Dollars ($500,000) for each child surviving me of my sister, Lee B. Radziwill, and I give and bequeath the sum so set aside to the Trustees hereinafter named, IN TRUST, NEVERTHELESS, to hold the same, and to manage, invest and reinvest the same, to collect the income thereof and to dispose of the net income and principal for the following uses and purposes and subject to the following terms and conditions:

1. Payment of Annuity Amount. The Trustees shall hold and manage the trust property for a term (the "trust term") which shall commence with the date of my death and shall end on the tenth (lOth) anniversary thereof. At the end of each taxable year of the trust during the trust term (other than any short taxable year thereof for which specific provisions are hereinafter made), the Trustees shall pay over to such organization or organizations, to be selected by the Trustees, in the exercise of sole and absolute discretion, and only-to such organization or organizations as are described in and satisfy the requirements of both of sections 170(c) and 2055(a) of the Internal Revenue Code of 1986, as amended (hereinafter sometimes referred to as the "Code"), at the time any such payment or payments to such organization or organizations are maybe (such organization or organizations shall herein be referred to collectively as the "qualified charitable beneficiaries") in such amounts or proportions, equal or unequal, as the Trustees,'in the exercise of sole and absolute discretion, shall determine, such amount or amounts as shall, in the aggregate, equal ten percent (10%) of the initial net fair market value of the trust assets as finally determined for federal estate tax purposes. Such aggregate amount shall hereinafter be referred to as the "annuity amount." The annuity amount shall be paid first from the ordinary taxable income of the trust (including short term capital gains) which is not unrelated business income and, to the extent not so satisfied, the annuity amount shall be paid from the long term capital gains, the unrelated business income, the tax exempt income and finally out of the principal of the trust, in that order. In any taxable year of the trust in which the net income exceeds the annuity amount, the excess, at the end of such taxable year, shall be added to trust principal and thereafter shall be held, administered and disposed of as a part thereof. Should the initial net fair market value of the assets comprising the trust, and hence the annuity amount, be incorrectly determined, then within a reasonable period after the value of such assets is finally determined for federal tax purposes, the Trustees shall pay over to the qualified charitable beneficiaries, in the case of an undervaluation, or, in the case of an overvaluation, shall receive from such beneficiaries to which amounts from the trust were paid, in proportion to the payments made to each, an aggregate amount equal to the difference between the annuity amount properly payable and the annuity amount actually paid during such taxable year.

2. Distribution at End of Trust Term. Upon the exploration of the trust term, the trust created under this Paragraph A shall terminate, and the Trustees shall thereupon transfer, convey and pay over the trust assets, as they are then constituted (other than any amount due to the qualified charitable beneficiaries), to the then living descendants of my sister, Lee B. Radziwill, per stripes.

3. Proration of Annuity Amount. To determine the proper aggregate amount payable from the trust to the qualified charitable beneficiaries in any short taxable year of the trust's existence, the Trustees shall prorate the annuity amount, on a daily basis, in accordance with the applicable provisions of Treas. Dept. Reg. Sect. 1.664-2.

4. Deferral Provision. The obligation to pay the annuity amount to the qualified charitable beneficiaries shall commence with the date of my death, but payment of the annuity amount may be deferred from the date of my death until 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 complete funding of the trust occurs, the Trustees shall pay to the qualified charitable beneficiaries, in the case of an underpayment, or shall receive from the qualified charitable beneficiaries, in the case of an overpayment, in proportion to the payments made to each, the difference between: (1) any annuity amounts actually paid, plus interest, compounded annually, computed for any period at the rate of interest that the Treasury Regulations under section 664 of the Code prescribe for the trust for such computation for such period, and (2) the annuity amounts properly payable, plus interest, compounded annually, computed for any period at the rate of interest that the Treasury Regulations under section 664 of the Code prescribe for the trust for such computation for such period.

5. Additional Contributions. No additional contribution shall be made to the trust after the initial contribution which shall consist of all property passing to the trust by reason of my death.

6. Prohibited Transactions. Notwithstanding any other provision in this my Will, during the trust term, the Trustees are expressly prohibited (a) from engaging in any act of self- dealing as defined in section 4941(d) of the Code, (b) from retaining any business holdings as defined in section 4943(c) of the Code which would subject the trust to tax under section 4943 of the Code, (c) from making any investments which would subject the trust to tax under section 4944 of the Code, and (d) from making any taxable expenditures as defined in section 4945(d) of the Code. The Trustees shall make distributions at such time and in such manner as not to subject the trust to tax under section 4942 of said Code.

7. Taxable Year; Code References. As used in this Paragraph A, the term "taxable year" of the trust shall mean the calendar year and the term "initial net fair market value" of the trust assets shall mean the initial net fair market value of those assets as the term is used in Section 664(d)(1) of the Code. All references to sections of the Code and the regulations and rulings issued thereunder in this Paragraph A shall be deemed to include future amendments to such sections, regulations and rulings as well a6 corresponding provisions of future Internal Revenue laws, regulations and rulings.

8. Intention. It is my intention to insure that the interest committed to the qualified charitable beneficiaries by this Paragraph A shall be deductible for income and estate tax purposes under the provisions -of the Code. Further, I intend that payments of gross income made by the Trustees to qualified charitable beneflclaries qualify as income tax charitable deductions. Accordingly, I direct that all provisions of this Paragraph A and this my Will shall be construed to effectuate this intention, that all provisions of this Paragraph A and this my Will shall be construed, and the trust be administered, solely in a manner consistent with sections 170(c), 642(c), and 2055 of the Code, and with regulations and rulings which may be promulgated from time to time with respect to trusts creating charitable interests, that none of the powers granted to the Trustees by this my Will shall be exercised in a manner as to disqualify the trust for such deductions and specifically, but without limiting the foregoing, that nothing in this my Will shall be construed to restrict the Trustees from . investing the trust assets in a manner which could result in the annual realization of a reasonable amount of income or gain from the sale or disposition of trust assets. I hereby grant to my Executors and the Trustees all the administrative powers necessary to act in compliance with the requirements of the Code, as in effect at the time of my death and from time to time thereafter, so as to qualify the interest committed to the qualified charitable beneficiaries hereunder for the estate and income tax charitable deductions. Should any provisions of this my Will be inconsistent or in conflict with the sections of the Code and the regulations and rulings governing charitable lead trusts as in effect from time to time, then such sections, regulations and rulings shall be deemed to override and supersede such inconsistent or conflicting provisions. If such sections, regulations and rulings at any time require that instruments creating charitable lead trusts contain provisions which are not expressly set forth in this my Will, then such provisions shall be incorporated herein by reference and shall be deemed to be part of this my Will to the same extent as though they had been expressly set forth herein.

9. Trustees' Limited Power of Amendment. The Trustees shall have the power, acting alone, to amend the provisions governing this trust contained in this my Will in any manner required for the sole purpose of ensuring that the trust qualifies and continues to qualify as a charitable lead annuity trust.

B. I give and bequeath the amount of Two Hundred and Fifty Thousand Dollars ($250,000) to each child of mine who survives me.

C. I give and bequeath to NANCY L. TUCKERMAN, if she survived me, the amount of Two Hundred and Fifty Thousand Dollars ($250,000).

D. I give and bequeath to MARTA SQUBIN, if she survives me, the amount of One Hundred and Twenty-Five Thousand Dollars ($125,000).

E. I give and bequeath to my niece ALEXANDRA RUTHERFURD, if she survives me, the amount of One Hundred Thousand Dollars ($100,000).

F. I give and bequeath to PROVIDENCIA PAREDES, if she survives me, the amount of Fifty Thousand Dollars ($50,000).

G. I give and bequeath to LEE NASSO, if she survives me, the amount of Twenty-Five Thousand Dollars ($25,000).

H. I give and bequeath to MARIE AMARAL, if she survives me, the amount of Twenty-Five Thousand Dollars ($25,000).

I. I give and bequeath to EFIGENIO PINHEIRO, if he survives me, the amount of Twenty-Five Thousand Dollars ($25,000).

THIRD: A. I give and devise any and all interest owned by me at the time of my death in the real property located in the City of Newport, State of Rhode Island, which I inherited from my mother, Janet Lee Auchinclosss, and which is known as "Hammersmith Farm," including all buildings thereon and all rights and easements appurtenant thereto and all policies of insurance relating thereto, to HUGH D. AUCHINCLOSS, JR., if he survives me, or, if he does not survive me, to his children who survive me, in equal shares as tenants-in- common.

B. I give and devise all real property owned by me at the time of my death and located in the Town of Gay Head and Chilmark, Martha's Vineyard, Massachusetts, including all buildings thereon and all rights and easements appurtenant thereto and all policies of insurance relating thereto, to my children who survive me, in equal shares as tenants-in- common, or, if only one of my children survive me, to such survivor, or, if none of my children survive me, I authorize, but do not direct, my Executors to sell such real property and I direct that the net proceeds of sale together with any such real property not so sold be added to my residuary estate to be held, administered and disposed of as a part thereof.

I authorize and empower my children, within a period of nine (9) months from the date of my death, to renounce and disclaim all interest in any part or all of said real property devised to them pursuant to this Paragraph B of Article THIRD. Any such disclaimer shall be by instrument in writing, duly executed and filed in the court in which this Will has been admitted to original probate.

I direct that any such interest in my real property in Martha's Vineyard, Massachusetts which is disclaimed by my children shall be sold, and the net proceeds of sale shall be added to my residuary estate, thereafter to be held, administered and disposed of as a part thereof.

C. Except as hereinbefore otherwise effectively devised, give and devise all real property owned by me at the time of my death, including all buildings thereon and all rights and easements appurtenant thereto and all policies of insurance relating thereto, to my children who survive me, in equal shares as tenants-in-common, or, if only one of my children survive me, to such survivor, or, if none of my children survive me, I authorize, but do not direct, my Executors to sell any such real property and I direct that the net proceeds of sale together with any such property not so sold be added to my residuary estate and thereafter held, administered and disposed of as a part thereof.

I authorize and empower my children, within a period of nine (9) months from the date of my death, to renounce and disclaim all interest in any part or all of said real property devised to them pursuant to this Paragraph C of Article THIRD. Any such disclaimer shall be by instrument in writing, duly executed and filed in the court in which this Will has been admitted to original probate.

I direct that any such interest in my real property which is disclaimed by my children shall be sold, and the net proceeds of sale shall be added to my residuary estate, thereafter to be held, administered and disposed of as a part thereof.

D. I give, devise and bequeath all stock owned by me at the time of my death in any corporation which is the owner of any building in which I have a cooperative apartment, together with any lease to such apartment and all right, title and interest owned by me at the time of my death in and to any agreements relating to said building and the real property on which it is located, to my children who survive me, in equal shares as tenants in common, or, if only one of my children survive me, to such survivor, or, if none of my children survive me, I authorize, but do not direct, my Executors to sell any such stock and I direct that the net proceeds of sale together with any such stock not so sold be added to my residuary estate and thereafter held, administered and disposed of as a part thereof.

I authorize and empower my children, within a period of nine (9) months from the date of my death, to renounce and disclaim all interest in any part or all of said stock devised to them pursuant to this Paragraph D of Article THIRD. Any such disclaimer shall be by instrument in writing, duly executed and filed in the court in which this Will has been admitted to original probate.

I direct that any such interest in said stock which is disclaimed by my children shall be sold, and the net proceeds of sale shall be added to my residuary estate, thereafter to be held, administered and disposed of as a part thereof.

[Handwritten Note: Children Are Takers in Default of Exercise; Both Waive]

FOURTH: Under the Will of my late husband, John Fitzgerald Kennedy, a marital deduction trust was created for my benefit over which I was accorded a general power of appointment. I hereby exercise such power of appointment and direct that, upon my death, all property subject to such power be transferred, conveyed and paid over to my descendants who survive me, per stripes.

FIFTH: All the rest, residue and remainder of my property and estate, both real and personal, of whatsoever kind and wheresoever situated, of which I shall die seized or possessed or of which I shall be entitled to dispose at the time of my death (my "residuary estate"), after the payment therefrom of the taxes directed in Article NINTH hereof to be paid from my residuary estate (my "net residuary estate"), I give, devise and bequeath to the Trustees hereinafter named, IN TRUST, NEVERTHELESS, to hold as THE J FOUNDATION (sometimes hereinafter referred to as the "Foundation") and to manage, invest and reinvest the same, to collect the income thereof and to dispose of the net income and principal thereof for the following uses and purposes subject to the following terms and conditions:

A. 1. Payment of Annuity Amount. The Trustees shall hold and manage the Foundation property for a primary term which shall commence with the date of my death and shall end on the 24th anniversary thereof. In no event, however, shall the Foundation's primary term extend beyond a period of twenty-one (21) years after the death of the last to die of those descendants of my former father-in-law Joseph P. Kennedy who were in being at the time of my death.] At the end of each taxable year of the Foundation during the primary term (other than any short taxable year thereof for which specific provisions are hereinafter made), the independent Trustees (i.e., the Trustees of the Foundation other than any Trustee who has disclaimed any property of my Estate which becomes a part of the Foundation) shall pay over to such organization or organizations, to be selected by the independent Trustees, in the exercise of sole and absolute discretion, and only to such organization or organizations as are described in and satisfy the requirements of both of Sections 170(c) and 2055(a) of the Code, at the time any such payment or payments to such organization or organizations are made (such organization or organizations shall herein be referred to collectively as the "qualified charitable beneficiaries") in such amounts or proportions, equal or unequal, as the independent Trustees, in the exercise of sole and absolute discretion, shall determine, such amount or amounts as shall, in the aggregate, equal eight percent (8%) of the initial net fair market value of the assets of the Foundation as finally determined for federal estate tax purposes. Such aggregate amount shall hereinafter be referred to as the "annuity amount."

The annuity amount shall be paid first from the ordinary taxable income of the Foundation (including short term capital gains) which is not unrelated business income and, to the extent not so satisfied, the annuity amount shall be paid from the long term capital gains, the unrelated business income, the tax exempt income and finally out of the principal of the trust, in that order. In any taxable year of the Foundation in which the net income exceeds the annuity amount, the excess, at the end of such taxable year, shall be added to the principal of the Foundation and thereafter shall be held, administered and disposed of as a part thereof. Should the initial net fair market value of the assets comprising the Foundation, and hence the annuity amount, be incorrectly determined, then within a reasonable period after the value of such assets is finally determined for federal tax purposes, the Trustees shall pay over to the qualified charitable beneflclaries, in the case of an undervaluation, or, in the case of an overvaluation, shall receive from such beneficiaries to which amounts from the Foundation were paid, in proportion to the payments made to each, an aggregate amount equal to the difference between the annuity amount properly payable and the annuity amount actually paid during such taxable year.

I have accorded the independent Trustees sole and absolute discretion in selecting the qualified charitable beneficiaries to receive all or any portion of the annuity amount referred to in this Paragraph A of Article FIFTH, stipulating only that at the time any payment from the Foundation is made to a qualified charitable beneficiary so selected it be an organization described in sections 170(c) and 2055(a) of the Code. It is my wish, however, that in selecting the particular qualified charitable beneficiaries which shall be the recipients of benefits from the Foundation the independent Trustees give preferential consideration to such eligible organization or organizations the purposes and endeavors of which the independent Trustees feel are committed to making a significant difference in the cultural or social betterment of mankind or the relief of human suffering. To assist the independent Trustees I authorize, but do not direct, that they retain my close friend and confidante Nancy L. Tuckerman to assist them in the administration of the Foundation. Should the independent Trustees deem it advisable to retain Nancy L. Tuckerman, they shall pay to her from the assets of the Foundation reasonable compensation for the services she shall render. But such compensation shall not be charged against the annuity amount in any full taxable year of the Foundation nor against the appropriate fraction of said amount, determined as herein provided, payable to the qualified charitable beneficiaries in any short taxable year of the Foundation but shall rather be paid from the assets of the Foundation at large.2. Proration of the Annuity Amount. To determine the proper aggregate amount payable from the Foundation to the qualified charitable beneficiaries in any short taxable year of the Foundation's existence, the independent Trustees shall prorate the annuity amount, on a daily basis, in accordance with the applicable provisions of Treas. Dept. Reg. Sect. 1.664-2.

3. Deferral Provision. The obligation to pay the annuity amount to the qualified charitable beneficiaries shall commence with the date of my death, but payment of the annuity amount may be deferred from the date of my death until the end of the taxable year of the Foundation in which occurs the complete funding of the Foundation. Within a reasonable time after the end of the taxable year in which complete funding of the Foundation occurs, the independent Trustees shall pay to the qualified charitable beneficiaries, in the case of an underpayment, or shall receive from the qualified charitable beneficiaries, in the case of an overpayment, in proportion to the payments made to each, the difference between (1) any annuity amounts actually paid, plus interest, compounded annually, computed for any period at the rate of interest that the Treasury Regulations under section 664 of the Code prescribe for the Foundation for such computation during such period, and (2) the annuity amounts properly payable, plus interest, compounded annually, computed for any period at the rate of interest that the Treasury Regulations under section 664 of the Code prescribe for the Foundation for such computation during such period.

4. Additional Contributions. No additional contributions shall be made to the Foundation after the initial contribution which shall consist of all property passing to the Foundation by reason of my death.

5. Prohibited Transactions. Notwithstanding any other provision in this my Will, during the primary term, the Trustees are expressly prohibited (a) from engaging in any act of self-dealing as defined in section 4941(d) of the Code, (b) from retaining any excess business holdings as defined in Section 4943(c) of the Code which would subject the Foundation to tax under section 4943 of the Code, (c) from making any investments which would subject the Foundation to tax under section 4944 of the Code, and (d) from making any taxable expenditures as defined in section 4945(d) of the Code. The Trustees shall make distributions at such time and in such manner as not to subject the Foundation to tax under section 4942 of the Code.

6. Taxable Year: Code References. As used in this Paragraph A, the term "taxable year" of the Foundation shall mean the calendar year and the term "initial net fair market value" of the assets of the Foundation shall mean the initial net fair market value of those assets as the term is used in section 664(d)(1) of the Code. All references to sections of the Code and the regulations and rulings issued thereunder in this Paragraph A shall be deemed to include future amendments to such sections, regulations and rulings as well as corresponding provlslons of future Internal Revenue laws, regulations and rulings.

7. Intention. It is my intention to insure that the interest committed to the qualified charitable beneficiaries by this Paragraph A shall be deductible for income and estate tax purposes under the provisions of the Code. Further, I intend that payments of gross income made by the independent Trustees to qualified charitable beneficiaries qualify as income tax charitable deductions. Accordingly, I direct that all provisions of this Paragraph A and this my Will shall be construed to effectuate this intention, that all provisions of this Paragraph A and this my Will shall be construed, and the Foundation be administered, solely in a manner consistent with Sections 170(c), 642(c), and 2055 of the Code, and with regulations and rulings which may be promulgated from time to time with respect to trusts creating charitable interests, that none of the powers granted to the Trustees by this my Will shall be exercised in a manner as to disqualify the Foundation for such deductions, and specifically, but without limiting the foregoing, that nothing in this my Will shall be construed to restrict the Trustees from investing the assets of the Foundation in a manner which could result in the annual realization of a reasonable amount of income or gain from the sale or disposition of the assets of the Foundation. I hereby grant to my Executors and the Trustees all the administrative powers necessary to act in compliance with the requirements of the Code, as in effect at the time of my death and from time to time thereafter, 50 as to qualify the interest committed to the qualified charitable beneficiaries hereunder for the estate and income tax charitable deductions. Should any provisions of this my Will be inconsistent or in conflict with the sections of the Code and the regulations and rulings governing charitable lead trusts as in effect from time to time, then such sections, regulations and rulings shall be deemed to override and supersede such inconsistent or conflicting provlslons. If such sections, regulations and rulings at any time require that instruments creating charitable lead trusts contain provisions which are not expressly set forth in this my Will, then such provisions shall be incorporated herein by reference and shall be deemed to be a part of this my Will to the same extent as though they had been expressly set forth herein.

8. Trustees' Limited Power of Amendment. The Trustees shall have the power, acting alone, to amend the provisions governing this Foundation contained in this my Will in any manner required for the sole purpose of ensuring that the Foundation qualifies and continues to qualify as a charitable lead annuity trust.B. Upon the expiration of the Foundation' 5 primary term the assets of the Foundation (other than any amount due to the qualified charitable beneficiaries) shall be disposed of in the following manner:

1. If no descendant of any child of mine is then living, the assets of the Foundation shall be transferred, conveyed and paid over as follows: (a) one-half (1/2) thereof (or the entire amount thereof if neither my sister, Lee B. Radziwill, nor any descendant of hers is then living) to the then living descendants of my cousin Michel Bouvier, per stirpes; and (b) the other one-half (1/2) thereof (or the entire amount thereof if no descendant of my cousin Michel Bouvier is then living) to the then living descendants of my sister, Lee B. Radziwlll, per stirpes, or, if no such descendant of hers is then living, to my said sister, if she shall then be living.

2. If one or more descendants of any child of mine is then living but no such descendant was in being at the time of my death, the assets of the Foundation shall be transferred, conveyed and paid over as follows: (a) one-half (1/2) thereof (or the entire amount if no descendant of my son, John F. Kennedy, Jr., is then living) to the then living descendants of my daughter, Caroline B. Kennedy, Per stirpes; and (b) one- half (1/2) thereof (or the entire amount if no descendant of my daughter, Caroline B. Kennedy, is then living) to the then living descendants of my son, John F. Kennedy, Jr., per stirpes.

3. If any descendant of any child of mine is then living and if at least one of those then living descendants was in being at the time of my death, the assets of the Foundation shall be divided into a sufficient number of equal shares so that there shall be set aside one (1) such share for the collective descendants who are then living of my daughter, Caroline B. Kennedy, if any such descendant is then living, and one (1) such share for the collective descendants who are then living of my son, John F. Kennedy, Jr., if any such descendant is then living, such shares to be disposed of as follows: Each such share shall be transferred, conveyed and paid over to the Trustees hereinafter named to be held in separate trust for a secondary trust term for the benefit of the descendants living from time to time of the child of mine for whose benefit the share has been set aside (such descendants shall hereinafter be referred to as the "beneficiaries"). The secondary term for any particular trust created hereunder shall terminate upon the death of the last to die of the beneficiaries, except that the secondary terms of all trusts created pursuant to this subparagraph 3 shall in all events terminate simultaneously no later than twenty-one (21) years after the death of the last to die of the descendants of my former father-in-law Joseph P. Kennedy who were in being at the time of my death. The Trustees shall manage, invest and reinvest the principal of each trust created hereunder, shall collect the income thereof and shall pay over or apply the net income, to such extent and at such time or times as the independent Trustees (i.e., the Trustees of each particular trust created hereunder other than any Trustee who is also a beneficiary of that trust or of any other trust hereunder and other than any Trustee who has disclaimed any property of my Estate which becomes a part of this trust), in the exercise of sole and absolute discretion, deem advisable, to or for the use of such one or more of the beneficiaries, as the independent Trustees, in the exercise of sole and absolute discretion, determine. Any net income not so paid over or applied shall be accumulated and added to the principal of the trust at least annually and thereafter shall be held, administered and disposed of as a part thereof. I authorize and empower the independent Trustees of each trust created hereunder at any time and from time to time to pay over to any one or more of the beneficiaries, or to apply for his, her or their benefit, out of the principal of such trust, such amount or amounts, including the whole thereof, as the independent Trustees, in the exercise of sole and absolute discretion, deem advisable. Each trust established under this subparagraph 3 shall terminate upon the death of the last to die of the beneficiaries thereof, and, notwithstanding the foregoing, each trust established under this subparagraph 3 shall terminate no later than twenty-one (21) years after the death of the last to die of the descendants of my former father-in-law Joseph P. Kennedy who were in being at the time of my death.

The principal of any trust created hereunder which has terminated by reason of the death of the last to die of the beneficiaries thereof, as such principal is then constituted, shall be transferred, conveyed and paid over to the Trustees of the other trust or trusts created hereunder, if any such trust is still in existence, to be held, administered and disposed of as a part thereof. If no other trust created hereunder is then in existence upon the occurrence of such termination, the principal of the last trust created hereunder to terminate, as then constituted, shall be transferred, conveyed and paid over as follows:

(a) If any descendant of any child of mine is then living, (i) one-half (1/2) thereof (or the entire amount if no descendant of my son, John F. Kennedy, Jr., is then living) to the then living descendants of my daughter, Caroline B. Kennedy, per stirpes; and (ii) one-half (1/2) thereof (or the entire amount if no descendant my daughter, Caroline B. Kennedy, is then living) to the then living descendants of my son, John F. Kennedy, Jr., per stirpes.

(b) If no descendant of any child of mine is then living (i) one-half (1/2) thereof (or the entire amount thereof if neither my sister, Lee B. Radziwill, nor any descendant of hers is then living) to the then living descendants of my cousin Michel Bouvier per stirpes; and (ii) the other one-half (1/2) thereof (or the entire amount thereof if no descendant of my cousin Michel Bouvier is then living) to the then living descendants of my sister, Lee B. Radziwill, per stirpes, or, if no such descendant of hers is then living, to my said sister, if she shall then be living.

Should any trust created hereunder terminate by reason of expiration of a period of twenty-one (21) years after the death of the last to die of the descendants of my former father-in-law Joseph P. Kennedy in being at the time of my death, the principal of each such terminating trust, as then constituted, shall be transferred, conveyed and paid over to the then living beneficiaries of that trust in equal shares.

SIXTH: A. Unless it shall not be permissible under the applicable rules of law to create a trust of the property described in this Paragraph A, if any individual under the age of twenty-one (21) years becomes entitled to any property from my estate upon my death or any property from any trust created hereunder upon the termination thereof, such property shall be held by, and I give, devise and bequeath the same to, the Trustees hereinafter named, IN TRUST, NEVERTHELESS, for the following uses and purposes: To manage, invest and reinvest the same, to collect the income and to apply the net income and principal to such extent (including the whole thereof) for such individual's general use and at such time or times as the independent Trustees (i.e., the Trustees of each particular trust created hereunder other than any Trustee who is also a beneficiary of that trust or of any other trust hereunder and other than any Trustee who has disclaimed any property of my Estate which becomes a part of this trust), in the exercise of sole and absolute discretion, shall determine, until such individual reaches the age of twenty-one (21) years, and thereupon to transfer, convey and pay over the principal of the trust, as it is then constituted, to such individual. Any net income not so applied shall be accumulated and added to the principal of the trust at least annually and thereafter shall be held, administered and disposed of as a part thereof. Upon the death of such individual before reaching the age of twenty-one (21) years, the Trustees shall transfer, convey and pay over the principal of the trust, as it is then constituted, to such individual's executors or administrators.

If my Executors or the independent Trustees, as the case may be, in the exercise of sole and absolute discretion, determine at any time not to transfer in trust or not to continue to hold in trust any part or all of such property, as the case may be, they shall have full power and authority to transfer and pay over such property, or any part thereof, without bond, to such individual, if an adult under the law of the state of his or her domicile at the time of such payment, or to his or her parent, the guardian of his or her person or property, or to a custodian for such individual under any Uniform Gifts to Minors Act pursuant to which a custodian is acting or may be appointed.

The receipt of such individual, if an adult, or the parent, the guardian or custodian to whom any principal or income is transferred and paid over pursuant to any of the above provisions shall be a full discharge to my Executors or the Trustees, as the case may be, from all liability with respect thereto.

B. If it shall not be permissible under the applicable rules of law to create a trust of the property hereinabove described in Paragraph A, and if such individual is a minor as hereinafter defined, in that event such property shall vest absolutely in such minor, subject to the following: I hereby authorize and empower the Trustees hereinafter named to retain such minor's property without bond, as donees of a power in trust for the following uses and purposes: To manage, invest and reinvest the same, to collect the income and to apply the net income and principal to such extent (including the whole thereof) for such minor's general use and at such time or times as the independent Trustees, in the exercise of sole and absolute discretion, shall determine, until such minor reaches the age of majority, and thereupon to transfer, convey and pay over the property, as it is then constituted, to such minor. Any net income not so applied shall be accumulated and added to principal at least annually and thereafter shall be held, administered and disposed of as a part thereof. Upon the death of such minor before reaching his or her majority, the Trustees shall transfer, convey and pay over the property, as it is then constituted, to such minor's executors or administrators.

If my Executors or the independent Trustees, as the case may be, in the exercise of sole and absolute discretion, determine at any time not to transfer to the Trustees as such donees of a power in trust or not to continue to hold any part or all of such property as hereinabove provided, as the case may be, they shall have full power and authority to transfer and pay over such property or any part thereof, without bond, to such minor's parent or to the guardian of such minor's person or property, or to a custodian for such minor under any Uniform Gift to Minors Act pursuant to which a custodian is acting or may be appointed.

The receipt of the parent, guardian or custodian to whom any property is transferred and paid over pursuant to any of the above provisions shall be a full discharge to my Executors or the Trustees, as the case may be, from all liability with respect thereto.

As compensation for their services under this Paragraph B the Trustees shall be entitled to commissions at the rates and in the manner allowed to trustees of testamentary trusts under the laws of the State of New York in effect from time to time.

In administering any property pursuant to this Paragraph B, the Trustees shall have all of the powers conferred upon them under this Will.

The term "minor" as used in this Paragraph B shall be deemed to refer to an individual under the age at which such individual may execute a binding contract to dispose of real or personal property under the laws of the State of his or her domicile.

SEVENTH: Any application of the net income or principal of any trust herein created may be by the payment of bills rendered for the support, maintenance, education or general welfare of the beneficiary for whose use the application is to be made or by the payment of net income or principal to such person or persons, including, in the case of a minor, his or her parent, the guardian of his or her person or property or the person with whom such minor resides, as the Trustees, in the exercise of sole and absolute discretion, deem appropriate. Any such payment or application may be made without bond, without intervention of any guardian or committee, without order of court, without regard to the duty of any person to support the beneflclary and without regard to any other funds which may be available for the purpose. The receipt of the person or persons to whom any net income or principal is paid pursuant to this Article shall be a full discharge to the Trustees from all liability with respect thereto.

EIGHTH: In the event that any beneficiary or beneficiaries hereunder upon whose survivorshlp any gift, legacy or devise is conditioned and the person or persons, including myself, upon whose prior death such gift, legacy or devise takes effect shall die simultaneously or under such circumstances as to render it impossible or difficult to determine who survived the other, I hereby declare it to be my will that such beneficiary or beneficiaries shall be deemed not to have survived but to have predeceased such person or persons, and that this my Will and any and all of its provisions shall be construed on such assumption and basis.

NINTH: A. All estate, inheritance, legacy, succession or transfer or other death taxes (including any interest and penalties thereon) imposed by any domestic or foreign taxing authority with respect to all property owned by me at the time of my death and passing under this my Will (other than any generation-skipping transfer tax imposed by Chapter 13 of the Code, or any successor section or statute of like import, and any comparable tax imposed by any other taxing authority) shall be paid without apportionment out of my residuary estate and without apportionment within my residuary estate and with no right of reimbursement from any recipient of any such property. By directing payment of the aforesaid taxes from my residuary estate only in so far as those taxes are generated by property passing under this my Will, it is my express intention that the property over which I possess a general power of appointment and to which I refer in Article FOURTH of this my Will shall bear its own share of such taxes.

B. Should my Estate, after payment of all of my debts and funeral expenses, the expenses of estate administration and the taxes referred to in this Article NINTH, be insufficient to satisfy in full all of the preresiduary bequests and devises which I make under Articles FIRST through THIRD hereof, I direct that the bequests and devises in (1) Paragraphs A, B and C of Article FIRST, (2) Article SECOND and (3) Paragraph A of Article THIRD shall abate last after the abatement of the bequests and devises in Paragraphs D and E of Article FIRST and Paragraphs B, C and D of Article THIRD.

TENTH: A. My Executors may make such elections under the tax laws (including, but without limitation, any election under Chapter 13 of the Code) as my Executors, in the exercise of sole and absolute discretion, deem advisable, regardless of the effect thereof on any of the interests under this Will, and I direct that there shall be no adjustment of such interests by reason of any action taken by my Executors pursuant hereto.

B. My Executors may, in the exercise of sole and absolute discretion, disclaim or renounce any interest which I or my estate may have under any other will, under any trust agreement or otherwise.

C. The determination of my Executors with respect to all elections, disclaimers and renunciations referred to in this Article shall be final and conclusive upon all persons.

D. I authorize my Executors, in the exercise of sole and absolute discretion, to divide (whether before or after any trust is funded and whether before or after any allocation of GST exemption under section 2631 of the Code is made) any trust or any property used or to be used to fund or augment any trust created under this Will into two or more fractional shares. The shares shall be held and administered by the Trustees as separate trusts, but may be managed and invested in solido. Some of the purposes for granting this authority are to provide an inclusion ratio (within the meaning of section 2642(a) of the Code) of zero for the separate trust receiving the fractional share to which the allocation of GST exemption is made.

Whenever two trusts created under this Will are directed to be combined into a single trust (for example, because property of one trust is to be added to the other trust), whether or not the trusts have different inclusion ratios with respect to any common transferor or have different transferors for generation -skipping transfer tax purposes, the Trustees are authorized, in the exercise of sole and absolute discretion, instead of combining said trusts, to administer them as two separate trusts with identical terms in accordance with the provisions that would have governed the combined trusts. However, the Trustees may manage and invest such separate trusts in solido.

The Trustees are authorized, in the exercise of sole and absolute discretion, to combine any one or more trusts with identical terms for an identical beneficiary or beneficiaries created under this Will as a single trust. The Trustees are also authorized, in the exercise of sole and absolute discretion, later to divide such trust as provided above in this Paragraph. Without in any way limiting the sole and absolute discretion of the Trustees granted by this Paragraph, I envision that the Trustees will not elect to combine two or more trusts with different inclusion ratios for generation-skipping transfer tax purposes.

ELEVENTH: In addition to, and not by way of limitation of, the powers conferred by law upon fiduciaries, subject, however, to the directions and prohibitions in Article FIFTH hereof, I hereby expressly grant to my Executor~ with respect to my estate and the Trustees with respect to each of the trust estates herein created, including any accumulated income thereof, the powers hereinafter enumerated, all of such powers to conferred or granted to be exercised by them as they may deem advisable in the exercise of sole and absolute discretion:

(1) To purchase or otherwise acquire, and to retain, whether originally a part of my estate or subsequently acquired, any and all stocks, bonds, notes or other securities, or any variety of real or personal property, including securities of any corporate fiduciary, or any successor or affiliated corporation, interests in common trust funds and securities of or other interests in investment companies and investment trusts, whether or not such investments be of the character permissible for investments by fiduciaries; and to make or retain any such investment without regard to degree of diversification.

(2) To sell (including to any descendant of mine), lease, pledge, mortgage, transfer, exchange, convert or otherwise dispose of, or grant options with respect to, any and all property at any time forming a part of my estate or any trust estate, in any manner, at any time or times, for any purpose, for any price and upon any terms, credits and conditions; and to enter into leases which extend beyond the period fixed by statute for leases made by fiduciaries and beyond the duration of any trust.

(3) To borrow money from any lender, including any corporate fiduciary, for any purpose connected with the protection, preservation or improvement of my estate or any trust estate, and as security to mortgage or pledge upon any terms and conditions any real or personal property of which I may die seized or possessed or forming a part of any trust estate.

(4) To vote in person or by general or limited proxy with respect to any shares of stock or other security; directly or through a committee or other agent, to oppose or consent to the reorganization, consolidation, merger, dissolution or liquidation of any corporation, or to the sale, lease, pledge or mortgage of any property by or to any such corporation; and to make any payments and take any steps proper to obtain the benefits of any such transaction.

(5) To the extent permitted by law, to register any security in the name of a nominee with or without the addition of words indicating that such security is held in a fiduciary capacity; and to hold any security in bearer form.

(6) To complete, extend, modify or renew any loans, notes, bonds, mortgages, contracts or any other obligations which I may owe or to which I may be a party or which may be liens or charges against any of my property, or against my estate, although I may not be liable thereon; to pay, compromise, compound, adjust, submit to arbitration, sell or release any claims or demands of my estate or any trust against others or of others against my estate or any trust upon any terms and conditions, including the acceptance of deeds to real property in satisfaction of bonds and mortgages; and to make any payments in connection therewith.

(7) To make distributions in kind (including in satisfaction of pecuniary bequests) and to cause any distribution to be composed of cash, property or undivided fractional shares in property different in kind from any other distribution without regard to the income tax basis of the property distributed to any beneficiary or any trust.

(8) Whenever no corporate fiduciary is acting hereunder, to place all or any part of the securities which at any time are held by my estate or any trust estate in the care and custody of any bank or trust company with no obligation while such securities are so deposited to inspect or verify the same and with no responsibility for any 1088 or misapplication by the bank or trust company; to have all stocks and registered securities placed in the name of such bank or trust company or in the name of its nominee, to appoint such bank or trust company agent and attorney to collect, receive, receipt for and disburse any income, and generally to perform the duties and services incident to a so-called "custodian" account; and to allocate the charges and expenses of such bank or trust company to income or to principal or partially to income and partially to principal.

(9) To appoint, employ and remove, at any time and from time to time, any accountants, attorneys, investment counselors, expert advisers, agents, clerks and employees; and to fix and pay their compensation from income or principal or partially from income and partially from principal. Nothing herein contained, however, shall be construed to permit any person or entity to receive compensation in excess of what is reasonable, as defined for purposes of sections 4941(d)(2)(E) and 4945(d)(5) of the Code and under the laws of the State of New York, if such compensation is a charge, directly or indirectly, against any charitable lead trust created hereunder.

(10) Whenever permitted by law, to employ a broker-dealer as custodian for all or any part of the securities at any time held by my estate or any trust estate and to register such securities in the name of such broker-dealer.

(11) With respect to securities in any closely-held corporations, or any interests of my estate or any trust estate in any unincorporated business enterprises, to retain any such securities or interests and to allow any assets of my estate or any trust estate invested in any such corporations or businesses to remain 90 invested for such time as may appear desirable without liability for any such retention of any such stock, to advance money to any such corporations or businesses in order to aid them in their operations or with the view to maintaining or increasing the value of the interest therein of my estate or any trust estate; to provide for the management, operation and conduct of such businesses, either singly or in conjunction with others interested therein; to engage and delegate duties and powers to any employees, managers or other persons, without liability for any delegation except for negligence in selection; to borrow money for such corporations or businesses, and to secure such loans by a pledge or mortgage not only of interests held in such corporations or businesses but also of any other assets held in my estate or any trust estate; to vote any stock so as to effect the election as an officer or director, or both, of any such corporations of any fiduciary hereunder and also to provide for reasonable compensation to such officer or director (which compensation shall be in addition to and not in lieu of any compensation to which such fiduciary may be entitled for acting hereunder); to enter into agreements for voting trusts and to deposit securities with the voting trustees, to delegate duties to such trustees with all powers of an absolute owner of such stock, to authorize such trustees to incur and pay expenses and receive compensation, and to accept and retain any property received under such agreements; to take business risk in the management, operation, conduct and disposition of any such corporations and business enterprises, notwithstanding that my estate or any trust estate shall have an interest therein; to sell the securities or assets of any such corporations or businesses, or to liquidate, dissolve or otherwise dispose of the same; and to organize, either singly or in conjunction with others, a corporation or corporations to carry on any business enterprise, transferring assets or cash thereto for stock.

(12) To manage, insure against loss, subdivide, partition, develop, improve, mortgage, lease or otherwise deal with any real property or interests therein which may form at any time a part of my estate or any trust estate; to satisfy and discharge or extend the term of any mortgage thereon; to demolish, rebuild, improve, repair and make alterations from time to time in any structures upon any such real property; to plat into lots and prepare any such real property for building purposes; to construct and equip buildings and other structures upon any such real property and to make any and all other improvements of any kind or character whatsoever in connection with the development and improvement thereof; to execute the necessary instruments and covenants to effectuate the foregoing powers, including the granting of options in connection therewith.

(13) To divide any trust created under this Will into one or more separate trusts for the benefit of one or more of the beneficiaries of the trust (to the exclusion of the other beneficiaries) so divided, as the Trustees, in the exercise of sole and absolute discretion, determine and to allocate to such divided trust some or all of the assets of the trust estate for any reason including, but not limited to, enabling any such trust or trusts to qualify as an eligible shareholder of a subchapter S corporation as described in sections 1361(c)(2)(A)(i) or 1361(d)(3) of the Code, as the case may be, or for any other purpose.

(14) To delegate any duties or powers, discretionary or otherwise, to a co-fiduciary for such periods and upon such terms and conditlons as may be designated in a written instrument acknowledged in such form as would entitle a deed of real property to be recorded and delivered to such co-fiduciary; and the fiduciary so delegating any duties or powers hereunder shall have no further responsibility with respect to the exercise of such duties or powers so long as such delegation shall remain in effect; and any such delegation shall be revocable by a similar instrument so delivered at any time, provided, however, that no duties or powers described in Paragraph J of Article TWELFTH hereof may be delegated to a Trustee who is a beneficiary of any trust created hereunder.

(15) To manage any trust created hereunder in solido with any other trust created hereunder which has similar terms, condition~ and beneficiaries.

(16) 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.

TWELFTH: A. I appoint ALEXANDER D. FORGER and MAURICE TEMPELSMAN Executors of this my Last Will and Testament. If either of them should fail to qualify or cease to act as Executor hereunder, I authorize, but do not direct, the other, in the exercise of sole and absolute discretion, to appoint as a co-Executor such individual or such bank or trust company as he, in the exercise of sole and absolute discretion, shall select. Any such appointment shall be made by an instrument in writing filed with the clerk of the appropriate court.

If at any time and for any reason there is only one Executor acting hereunder, I authorize, but do not direct, such Executor to appoint such individual or such bank or trust company as such Executor, in the exercise of sole and absolute discretion, shall select as successor Executor to act in his or her place if he or she should cease to act. Any such appointment shall be made by an instrument in writing filed with the clerk of the appropriate court and may be revoked by such Executor during his or her lifetime and succeeded by a later appointment, the last such appointment to control.

B. Should it be necessary for a representative of my estate to qualify in any jurisdiction wherein any Executor named herein cannot or may not desire to qualify as such, any other Executor acting hereunder shall, without giving any security, act as Executor in such jurisdiction and shall have therein all the rights, powers, privileges, discretions and duties conferred or imposed upon my Executor by the provisions of this my Will, or, if no Executor can or wishes to qualify as Executor in such other jurisdiction, or, if at any time and for any reason there shall be no Executor in office in such other jurisdiction, I appoint as Executor therein such person or corporation as may be designated by the Executors acting hereunder. Such substituted Executor shall, without giving any security, have in such other jurisdiction all the rights, powers, privileges, discretions and duties conferred or imposed upon my Executors by the provisions of this my Will.

C. I appoint ALEXANDER and MAURICE TEMPELSMAN Trustees of the trust created under Paragraph A of Article SECOND of this my Will. If either of them should fail to qualify or cease to act as a Trustee hereunder, I authorize, but do not direct, the other, in the exercise of sole and absolute discretion, to appoint as a co-Trustee such individual or such bank or trust company as he, in the exercise of sole and absolute discretion, shall select. Any such appointment shall be made by an instrument in writing filed with the clerk of the appropriate court.

If at any time and for any reason there is only one Trustee acting for said trust, I authorize, but do not direct, such Trustee to appoint such individual or such bank or trust company as such Trustee, in the exercise of sole and absolute discretion, shall select as successor Trustee to act in his or her place if he or she should cease to act. Any such appointment shall be made by an instrument in writing filed with the clerk of the appropriate court and may be revoked by such Trustee during his or her lifetime and succeeded by a later appointment, the last such appointment to control.

D. I appoint my daughter, CAROLINE B. KENNEDY, my son, JOHN F. KENNEDY, JR., ALEXANDER D. FORGER and MAURICE TEMPELSMAN Trustees of the trust created under Paragraph A of Article FIFTH of this my Will and therein designated THE C & J FOUNDATION provided, however, that, if my daughter and/or my son disclaims any property of my Estate which becomes part of the trust created under Paragraph A of Article FIFTH, my daughter and/or my son who has so disclaimed shall only serve as an Administrative Trustee. An Administrative Trustee 19 only authorized to take such actions as are necessary to preserve and maintain the trust property within the meaning of Treas. Reg. S 25.2518-2(d)(2) and, accordingly, is prohibited from participating in the exercise, or decision not to exercise, any discretion over payments, distributions, applications or accumulations of income or principal by the Trustees, including the selection of the charitable beneficiaries of the annuity interest. Should any one or more of the Trustees herein designated fall to qualify or cease to act as a Trustee of said Foundation without having designated his or her successor in the manner authorized by Paragraph H of this Article, I direct the Trustees or Trustee continuing in office to exercise that right so that there shall be a minimum of two (2) Trustees in office for the Foundation at all times.

E. I appoint CAROLINE B. KENNEDY and JOHN F. KENNEDY, JR. or the survivor of them, Trustees of each trust created under subparagraph B(3) of Article FIFTH of this my Will provided, however, that, if my daughter and/or my son disclaims any property of my Estate which becomes part of the trust created under Paragraph B(3) of Article FIFTH, my daughter and/or my son who has so dlsclalmed shall only serve as an Administrative Trustee. An Administrative Trustee is only authorized to take such actions as are necessary to preserve and maintain the trust property within the meaning of Treas. Reg. Sect. 25.2518-2(d)(2) and, accordingly, is prohibited from participating in the exercise, or decision not to exercise, any discretion over payments, distributions, applications or accumulations of income or principal by the Trustees. In addition, appoint as co-Trustee or co-Trustees of each such trust such person or persons and/or bank or trust company as my son and daughter, or the survivor of them, shall agree upon and designate as co-Trustee or co- Trustees by an instrument in writing to be filed with the clerk of the appropriate court. It shall not be necessary to appoint successors to any individual acting as a Trustee of any trust created under subparagraph B(3) of Article FIFTH hereof if and during such time as a bank or trust company shall be acting hereunder.

F. I appoint my daughter, CAROLINE B. KENNEDY, and my son, JOHN F. KENNEDY, JR., Trustees of any trust created under Article SIXTH of this my Will, and I authorize any one parent of any individual for whom any such trust is created to qualify as a co- Trustee of such trust if he or she cares to do so provided, however, that, if my daughter and/or my son disclaims any property of my Estate which becomes part of the trust created under Article SIXTH, my daughter and/or my son who has so disclaimed shall only serve as an Administrative Trustee. An Administrative Trustee is only authorized to take such actions as are necessary to preserve and maintain the trust property within the meaning of Treas. Reg. Sect. 25.2518- 2(d)(2) and, accordingly, is prohibited from participating in the exercise, or decision not to exercise, any discretion over payments, distributions, applications or accumulations of income or principal by the Trustees.

G. Any Executor or Trustee may resign from office without leave of court at any time and for any reason by filing a written instrument of resignation with the clerk of the appropriate court.

H. I authorize and empower any individual acting as a Trustee of any one or more of the trusts created hereunder to appoint at any time and from time to time any individual or bank or trust company (unless a bank or trust company is then acting as Trustee of such trust) to act as successor Trustee of any one or more of such trusts in the event that the person so making the appointment shall cease to act as a Trustee of such trust or trusts due to his or her death or resignation. If more than one Trustee is acting hereunder, and at any time or from time to time there shall be a vacancy in the office of co- Trustee of any one or more of the trusts created hereunder due to the death or resignation of a co-Trustee and no successor Trustee willing and able to serve shall have been appointed herein or by such co-Trustee as hereinabove provided, then I authorize and empower the remaining individual Trustee, if any, of such trust or trusts to appoint any individual or corporation to act as co-Trustee of such trust or trusts.

I. In the event that the only acting Trustee or Trustees of any trust created hereunder are prohibited from taking certain actions which are necessary or appropriate, I appoint as co- Trustee such individual or bank or trust company as shall be selected, in the exercise of sole and absolute discretion, by the then acting Trustee or Trustees. Any such appointment shall be made by an instrument in writing filed with the clerk of the appropriate court.

J. Notwithstanding any other provision of this my Will, no Trustee who is a beneficiary of any trust created hereunder or who is under a duty to support a beneficiary shall ever participate in (i) the exercise, or decision not to exercise, any discretion over payments, distributions, applications, accumulations, or uses of income or principal by the Trustees, (ii) the exercise of discretion to allocate receipts or expenses between principal and income, or (iii) the exercise of any general power of appointment described in sections 2041 or 2514 of the Code.

K. Except as provided by law, I direct that my Executors shall not be required to file any inventory or render any account of my Estate and that no Executor, Trustee, or donee of a power in trust shall be required to give any bond. If, notwithstanding the foregoing direction, any bond is required by any law, statute or rule of court, no sureties shall be required thereon.

L. I authorize and empower the Trustees or Trustee of each trust created hereunder to transfer the trust assets to, and to hold and administer them in, any jurisdiction in the United States and to account for the same in any court having jurisdiction over said assets.

M. I direct that any and all powers and discretion conferred by law and by this my Will upon my Trusteec including, but not by way of limitation, the right to appoint successor and co-Trustees, may be exercised by the Trustees from time to time qualified and acting hereunder.

N. Whenever the terms "Executors" or "Executor" and "Trustees" or "Trustee" are used in this my Will, they shall be deemed to refer to the Executors or Executor or the Trustees or Trustee acting hereunder from time to time.

THIRTEENTH: A. disposition in this Will to the descendants of a person per stirpes shall be deemed to require a division into a sufficient number of equal shares to make one share for each child of such person living at the time such disposition becomes effective and one share for each then deceased child of such person having one or more descendants then living, regardless of whether any child of such person is then living, with the same principle to be applied in any required further division of a share at a more remote generation.

B. As used in this Will, the terms "child," "children," "descendant" and "descendants" are intended to include adopted persons and the descendants of adopted persons, whether of the blood or by adoption.

FOURTEENTH: In accordance with the provisions of section 315(5) of New York's Surrogate's Court Procedure Act, in any proceeding involving my estate or any trust estate created hereunder it shall not be necessary to serve process upon or to make a party to any such proceeding any person under a disability where another party to the proceeding has the same interest as the person under a disability.

FIFTEENTH: No trust created under this my Will shall be subject to the provisions of section 11-2.1(k) of New York's Estates, Powers and Trusts Law (the "EPTL"), nor shall the Trustees of any such trust be obliged to make any allocation to income in respect of any property held as a part of any trust created hereunder which at any time is underproductive within the meaning of sectlon 11-2.1(k)(1) of the EPTL.

IN WITNESS WHEREOF, I, JACQUELINE K. ONASSIS, have to this my Last Will and Testament subscribed my name and set my seal this 22 day of March , in the year One Thousand Nine Hundred and Ninety-Four. Jacqueline K. Onassis Subscribed and sealed by the Testatrlx in the presence of us and of each of us, and at the same time published, declared and acknowledged by her to us to be her Last Will and Testament, and thereupon we, at the request of the said Testatrix, in her presence and in the presence of each other, have hereunto subscribed our names as witnesses this 22nd day of March 1994.

ATTESTING WITNESSES SHOULD READ CAREFULLY BEFORE SIGNING THIS AFFIDAVIT -- NOTARY SHOULD NOT BE A PARTY OR WITNESS

STATE OF NEW YORK

COUNTY OF NEW YORK

Each of the undersigned, individually and severally being duly sworn, deposes and says:

The within Will was subscribed in our presence and sight at the end thereof by JACQUELINE K. ONASSIS, the within- named Testatrix, on the 22nd day of March, 1994, at 1040 Fifth Avenue in the State of New York.

Said Testatrix at the time of making such subscription declared the instrument so subscribed to be her Last Will and Testament.

Each of the undersigned thereupon signed his or her name as a witness at the end of said Will at the request of said Testatrix and in her presence and sight and in the presence and sight of each other.

Said Testatrix was, at the time of so executing said Will, over the age of 18 years and, in the respective opinions of the undersigned, of sound mind, memory and understanding and not under any restraint or in any respect incompetent to make a will.

The Testatrix, in the respective opinions of the undersigned, could read, write and converse in the English language and was suffering from no defect of sight, hearing or speech or from any other physical or mental impairment which would affect her capacity to make a valid will. The Will was executed as a single, original instrument and was not executed in counterparts. Each of the undersigned was acquainted with said Testatrix at said time and makes this affidavit at her request. The within Will was shown to the undersigned at the time affidavit was made, and was examined by each of them as to the signature of said Testatrix and of the undersigned. The foregoing instrument was executed by the Testatrix and witnessed by each of the undersigned affiants under the supervision of Georgiana J. Slade, an attorney-at-law.

Severally sworn to before this 22nd day of March, 1994

-Jacqueline Kennedy Onassis

Last Will and Testament Attributed to John F. Kennedy (1954)

I, JOHN F. KENNEDY, married, and residing in the City of Boston, Commonwealth of Massachusetts, being of sound and disposing mind and memory, and mindful of the uncertainty of life, do hereby make, publish and declare this to be my Last Will and Testament.

FIRST I hereby revoke any and all other Wills, Testaments, and Codicils heretofore made by me.

SECOND I direct that all of my just debts and funeral expenses be paid as soon after my decease as may be convenient.

THIRD I give and bequeath unto my wife, JACQUELINE B. KENNEDY, if she survives me, the sum of Twenty-Five Thousand ($25,000.00) Dollars, together with all of my personal effects, furniture, furnishings, silverware, dishes, china, glassware and linens, which I may own at the time of my death.

FOURTH During my life, I have made substantial contributions to divers charities, causes and institutions of all faiths, both individually and through The Joseph P. Kennedy Jr. Foundation, which was established in honor of my late beloved brother. I am certain that the contributions which I and other members of my family have made to the Foundation will be applied after my death without bias or discrimination to the fulfillment of the Foundation's eleemosynary purposes.

FIFTH I hereby direct my Executors to divide into two equal shares all of the rest, residue and remainder of my property, real, personal, and of any nature whatsoever and whersoever situate, of which I shall die seized and possessed, and to which I shall be entitled at the time of my death, including without limitation any gifts and bequests heretofore made by me which may fail or lapse, and any property over which I may have the right of testamentary disposition, and I hereby give, devise, bequeath and dispose of the said two equal shares as follows:

[A] As to One of Such Equal Shares—(Hereinafter Called "The First Equal Share")

1. If my wife, JACQUELINE B. KENNEDY, survives me, then I give, devise and bequeath the First Equal Share unto my Executors and Trustees hereinafter named, In Trust, nevertheless, for the benefit of my said wife, to invest, reinvest and keep the same invested, and to collect and receive the rent, income and profits therefrom, and after deducting a 11 proper reserves and expenses, to pay to my said wife, in each calendar year, all of the net income thereof; such payments to be made in semi-annual or sooner installments, as my Trustees in their sole discretion may determine.

2. Upon the death of my said wife, the Trustees shall pay over the principal of the trust as it shall then exist, to such person or persons, including her own estate, and in such proportion as my said wife designates or appoints in and by her Last Will and Testament, under and by specific reference to this paragraph; and in default of such designation or appoi ntment, the Trustees shall divide the same into as many equal parts as there shall be living at the death of my wife, children of mine and issue (taken collectively) of any predeceased child of mine, and shall pay one such equal part unto each such child, and one such equal part, in equal shares, per stirpes, unto such issue; and in default of all thereof, the same shall be paid to those persons to whom and in those proportions ' in which the same would have been distributed had I died immediately after the death of my wife, seized and possessed Of said principal in my own right, intestate, domiciled in the Commonwealth of Massachusetts, and not survived by my father or mother.

3. Notwithstanding anything to the contrary in this Will contained, during the life of my said wife, the Trustees in their sole discretion may from time to time pay to my said wife out of the principal of the trust set up for her benefit, such sum or sums as the Trustees in their sole discretion may deem necessary to insure her health, welfare, or comfort, or to enable her to maintain the standard of living to which she is accustomed; provided, however, that such payments out of rincipal shall not aggregate in any one calendar year more than ten percent (10%) of the principal of the trust as it exi . sted on the first day of said calendar year and computed at market or appraisal value as of the first day of said calendar year; and provided, further, that if said principal as so computed shall be less than One Thousand ($1,000.00) Dollars on the first day of said calendar year, the Trustees may in their sole discretion and without regard to said limitation of ten percent ( 10% ), pay to my said wife all of said principal, even though such payment may terminate the trust.

The Trustees may exercise the discretion in this Paragraph "[Al-3" provided without regard to any other income or resources which my said wife may have from time to time, and without in anywise being accountable for the exercise of such discretion, but the Trustees may not be compelled to exercise such discretion.

4. In setting up the trust for the benefit of my said wife as in this Paragraph "[A]" provided, I direct that such First Equal Share shall be constituted of assets of my estate as are classified as "deductible" under the provisions of the United States Internal Revenue Code (Section 812 (e) ) and the Regulations thereto (as the same or similar statutes and regulations may provide at the date of my death), before resort is had to "non-deductible" assets for such purpose.

5. If my said wife, JACQUELINE B. KENNEDY, does not survive me, then I direct that the First Equal Share shall be added to the Second Equal Share bequeathed and devised in Paragraph "[B]" of this Article "FIFTH", and shall be disposed of as part thereof.

[B] As to the Remaining Equal Share—(Hereinafter Called "The Second Equal Share")

I give, devise and bequeath the Second Equal Share, or if my sa id wife, JACQUELINE B. KENNEDY, shall not survive me, then also the First Equal Share, unto my Executors and Trustees hereinafter named, In Trust, nevertheless, to divide said Equal Share(s) into as many sub-shares as I shall leave me surviving children and issue (taken collectively) of any of my children who shall have predeceased me, and to hold and dispose of such equal sub-sharcs as follows:

1. To pay over one such equal sub-share, in equal parts, unto the issue living at the time of my death of any of my children who shall have predeceased me, such issue to take per stirpes and not per capita.

2(a). To set aside one such equal sub-share for the benefit of each of my children, and to invest, reinvest, and keep the same invested, and to collect and receive the rents, income and profits therefrom, and after deducting all proper reserves and expenses, to pay the net income thereof in each year to the child for whom such equal sub-share is so held in trust, in annual or sooner installments, as my Trustees in their sole discretion may determine, as long as such child shall live.

(b). Upon the death of such child, the trust for his or her benefit shall come to an end, and the principal of the trust as it shall then exist shall be paid unto the issue of such child living at his or her death, in equal shares, per stirpes and not per capita; and in default of such issue, the same shall be paid in equal shares unto my other children living at the termi'nation of the trust and unto the issue then living of any of my children who shall have died prior to the termination of the trust, such issue to participate equally per capita in one equal share; and in default of all of the foregoing, such principal shall be paid unto those persons to whom and in those proportions in which the same would have been distributed had I died immediately upon the termination of the trust seized and possessed of said principal in my own right, intestate, domiciled in the Commonwealth of Massachusetts, and not survived by my father or mother.

(c). Notwithstanding anything to the contrary in this Will contained, and in addition to all other powers and authorities vested in the Trustees, I hereby empower the Trustees in their sole discretion, out of the principal of a trust set up herein for the benefit of a child of mine, to expend from time to time, for the benefit, health, welfare, or comfort of such child, or to enable him or her to maintain the standard of living to which such child may be accustomed, such sums as the Trustees in their sole discretion may determine; provided, however, that such expenditures out of principal shall not aggregate in any one calendar year more than twenty percent (20%) of the principal of said trust as it existed on the first day of said calendar year, and computed at market or appraisal value as of the first day of said calendar year; and provided, further, that if said principal as so computed shall be less than Five Hundred ($500.00) Dollars on the first day of said calendar year, the Trustees may in their sole discretion and without regard to said limitation of twenty percent (20% ), expend all of said principal, even though such expenditure may terminate the trust.

The Trustees may exercise their discretion as in this Paragraph "[B]-2(c)" provided, without regard to any other income Or resources which said child may have from time to time, and without in anywise being accountable for the exercise of such discretion, but the Trustees may not be cornpelled to exercise such discretion.

(d). In the event that a child of mine for whom a trust has been set up herein shall be a minor, then during the minority of such child, the Trustees shall from time to time apply so much of the net income of the trust as the Trustees in their sole discretion may determine, to the maintenance, support, education and welfare of such child, accumulating the balance of the net income until such child attains his or her majority, at which time all of the accumulated income shall be paid unto such child. Upon the death of such child before attaining his or her majority, the accumulated income shall be paid unto the persons and in the same proportions, manner and events provided in Paragraph "[B]-2(b)" of this Article "FIFTH" for the payment of principal upon the termination of the trust.

(e). In making any expenditure out of principal as provided in Paragraph "[B]-2(c) of this Article "FIFTH", and in applying the net income during the minority of a child, as provided in Paragraph "fB]-2(d)" of this Article "FIFTH", the Trustees may in their sole discretion make such expenditure or application direct or in the form of a payment to the parent, or to the guardian appointed under any jurisdiction either of the person or property of said child, or to an adult person with whom the child for whose benefit the trust is set up resides; or if such child is over the age of eighteen ( 18) years, then to such child; and the receipt of such parent, guardian, adult person, or child, as the case may be, shall discharge the Trustees and they shall not be responsible for the application of the principal or incomes by such parent, guardian, adult person, or child.

3. In the event that my wife, JACQUELINE B. KENNEDY, survives me, but I am not survived by any children or by any issue of a deceased child, then I give, devise and bequeath the Second Equal Share unto my said wife, to have and to hold unto herself absolutely and forever.

[C] In the event that neither my said wife, JACQUELINE B. KENNEDY, nor any of my children, nor any issue of my children survive me, then I give, devise and bequeath the First and Second Equal Shares to those persons to whom, and in those proportions in which the same would have been distributed had I died intestate, a widower, seized and possessed of such shares in my own right, domiciled in the Commonwealth of Massachusetts, and not survived by my father or mother.

[D] In the event that any part of my estate or of the principal of the trusts provided for in this Will shall become or be payable to a person under the age of twenty-one (21 ) years, said part shall vest absolutely in such person, notwithstanding minority.

During the minority of such person, and unless ot ' herwise prevented by law, such part shall, in the sole discretion of the Executors or Trustees, remain in the custody of the Executors or Trustees, as Donees under a power of trust, until such minor attains the age of twenty-one (21) years. The Donees shall apply so much of the income or principal as the Donees, in their sole discretion, may deem necessary or advisable for the benefit of said minor, irrespective of any other source of support or maintenance or any other property which said minor has or may from time to time have.

The Donees are empowered to apply principal and income directly to the use of such minor, or to make any payment of principal or income to such minor, or to the parent, or to the guardian appointed under any jurisdiction of the person or property of such minor, or to an adult person with whom such minor resides. The receipt of such minor, parent, guardian, or person (as the case may be) shall discharge the Donees and they shall not be responsible for the application of the principal and income by such parent, guardian, person or beneficiary.

The Donees shall have all the investment and administrative powers conferred upon the Trustees hereunder. The Donees shall be entitled to receive as compensation the same commissions in respect of income and principal as are allowed to the Trustees, and they may deduct their commissions without judicial authorization.

SIXTH I hereby authorize and empower my Executors and Trustees, as the case may be:

(a) In their sole discretion, to retain any and all property in the form they may receive it hereunder, although the same may not be of a character permitted for the investment of trust funds by the laws of any state.

(b) To invest, reinvest and keep invested all or any part of the principal of the trusts herein created in such property, real, personal and mixed, as in their sole discretion they may determine, although the same may not be of a character permitted for the investment of trust funds by the laws of any state, specifically including, but without limitation, the right to invest and reinvest in common and preferred stock, secured and unsecured debenture bonds or notes, mortgages, securities of every nature and description, oil, gas and mineral explorations and interests of all kinds and descriptions, property of a speculative or wasting nature, and including further, but without limitation, the right in their sole discretion to invest, reinvest and keep invested such principal or any part thereof in the form of loans, secured or unsecured, to such persons, enterprises and entities and upon such terms and conditions as the Trustees or Executors may deem advisable.

(c) With reference to any real property which, or an interest in which, at any time constitutes part of my estate, or of the trusts herein created, to manage, control and protect the same; to dedicate streets, highways or alleys and to vacate any subdivision or part thereof; to subdivide and resubdivide such property as often as desired, to construct buildings or other improvements on such property, to repair, remodel, tear down and rebuild or enlarge any building at any time thereon, to contract to sell, or grant options to purchase, to sell on any terms and to convey the same or any part thereof to a successor or successors in trust, and to grant to such successor or successors in trust all the title, estate, powers and authorities vested in the Trustees, to lease said property or any part thereof from time to time, to commence in praesenti or in futuro and upon any terms and for any period or periods of time, even for periods extending beyond the duration of the trusts, and to renew or extend the leases upon any terms and for any period or periods of time, and to amend, change or modify leases and the terms and provisions thereof at any time or times hereafter

(d) To retain any property at any time held by them without regard to the proportion such property or property of a similar character so held may bear to the entire amount of the trust estates.

(e) To invest the principal of each trust hereby created separately, or to invest the principal of two or more such trusts together.

(f) To hold uninvested any moneys constituting part of my estate or the trust funds for such time as in their discretion they may deem advisable, without any liability to pay interest thereon and without any liability for not investing such moneys.

(g) To create such reserves out of income, as in their sole discretion they may deem advisable, for depreciation, obsolescence, amortization, or to insure the prompt payment of taxes and other obligations, and to restore to income such reserves as may be unused.

(h) To charge losses, deductions and expenses or any part thereof to principal or to income, as in their sole discretion they may determine to be advisable or proper.

(i) In their sole discretion, to distribute income at any time during the administration of my estate, and to pay interest on any bequest or devise made herein, at such rate as in their sole discretion they may determine.

(j) To associate themselves and to become and act as copartners, general or limited, or as joint adventurers, in any copartnership, venture or enterprise, with and at the risk of the assets of my general estate or the trusts, or any thereof, herein created; to incorporate under any jurisdiction any business or enterprise which I may own or in which I may be engaged at the time of my death, or to join with others in the incorporation in any jurisdiction of any business or enterprise in which I may have an interest at the time of my death, or in which my estate or the trusts or any thereof may from time to time have an interest, and to hold and treat the shares of any such corporation as an asset of my estate or as part of the principal of any trust herein created; to continue and to participate in, manage, operate and engage in any business, venture or enterprise which I may own or in which I may have an interest at the time of my death, or in which I may be associated with others, even though to do so, the Executors or Trustees may be, become and act as copartners, general or limited, or as co-adventurers or otherwise; and in connection with any and all of the foregoing, to borrow funds from time to time for the use and benefit of such business, and to pledge, mortgage, hypothecate and encumber any and all assets of said business, my estate, and the principal of the trusts herein created, as security for such loan or loans, this power to borrow money being in addition to and not in limitation of the power and authority to borrow which the Executors or Trustees may otherwise have under this Article "SIXTH".

(k) In their sole discretion, to retain as principal or to credit to and pay out as net income hereunder all or any part of the net gains and profits derived from the sale, exchange, or other disposition of any property belonging to said trusts, as the Trustees in their sole discretion may from time to time determine. Any part of such net gains and profits not credited or paid out as net income hereunder pursuant to such discretion shall be and remain principal hereunder.

The discretions and directions herein given to the Trustees shall be in addition to and not in limitation of the discretions given in Paragraphs "[A]-3" and "[B]-2(c)" of Article "FIFTH" hereof.

(l) From time to time, to borrow such sum or sums of money as they may deem necessary or proper (i) to provide moneys with which to pay any transfer, legacy, succession or inheritance taxes or death duties to whomsoever payable; (ii) in connection with the administration of my estate: (iii) for the maintenance, protection, or advancement of any property which may form part of my estate or the principal of the trusts herein created, including any shares of stock of any corporation or any interest of any nature or description whatsoever in any enterprise; or (iv) for the use or benefit of any business operated by the Trustees-all upon such terms and conditions as in their discretion the Executors and Trustees may determine; and for the sum or sums so borrowed, to execute and deliver promissory notes or other obligations in such form as they may determine, and to secure the payment of any amounts so borrowed by mortgage, pledge, hypothecation. or encumbrance of any real or personal property of which I may die seized or possessed, or which at any time may form part of my estate or the trusts herein created.

(m) From time to time to sell. lease, exchange, or otherwise dispose of. at public or private sale, any real or personal property, or any interest therein, which may at any time belong to my estate or to the trusts herein created, upon such term or terms, including credit, secured or unsecured, as they may determine in their sole discretion to be for the best interests of my estate or of such trusts, and to accept in payment or exchange, property, cash, securities, bonds. notes, or mortgages-althoue.h the same may not be of a character permitted for the investment of trust funds by the laws of any state; and to execute, acknowledge, and deliver any good or sufficient deeds, conveyances, leases, assignments and other instruments that mav be necessary with respect to the sale, lease, exchange or disposition of property.

(n) To renew or extend the time of payment of any obligation, secured or unsecured, payable to or by my estate. for as long a period or periods and on such terms as they may determine. and to settle, adjust, compromise and arbitrate claims or demands in favor of. or against, my estate or the trusts herein created-all upon such terms as they may deem advisable.

(o) With respect to any securities forming part of my estate or the trusts herein created, to vote upon any proposition or election at any meeting, and to grant proxies, disCTetionary or otherwise to vote at any meeting; to join in or become parties to any reorganization, readjustment, merger, voting trust, consolidation or exchange, to deposit any such securities with any committee, depository, trustee or otherwise; and to pay out such fees, expenses or assessments incurred in connection therewith, and to charge the same to principal or income of my estate or the trusts to which such securities may belong, as the Executors or Trustees may determine; to exercise conversion, subscription or other rights, or to sell or abandon such rights; and to receive and hold any new securities or other property issued or delivered as a result of any such reorganization, readjustment, merger, voting trust, consolidation, exchange or exercise of conversion, subscription, or other rights, although the same may not be of a character permitted for the investment of trust funds by the laws of any state; and generally, to take all action in respect of any securities belonging to my estate or the trusts hereunder, as the Executors or Trustees might or could do as absolute owners thereof.

(p) Unless otherwise prevented by law, to cause any securities or other property to be held in bearer form, or to be registered and held in the name of a nominee.

(q) To advise with counsel, who may be counsel for any person interested in the estate or in the trusts herein created, and the Executors or Trustees shall not be liable for any action taken or omitted to be taken upon the advice of counsel.

(r) If they so deem it advisable, to assign, transfer and convey all or any part of the property belonging to my estate or to the trusts herein created, to a corporation organized by them in any jurisdiction, in exchange, for the stock, bonds, debentures, notes or securities of such corporation, and to distribute, hold or retain the same in accordance with the provisions made by me herein for the disposition of the property so assigned, transferred or conveyed to said corporation.

(s) To make any division or distribution of my estate, or the principal of the trusts herein created, in kind at the then market value of the property, or partly in kind and partly in money, and to cause the respective shares to be composed of property similar to or different from other shares.

(t) In their sole discretion, and insofar as permitted by law, to file Federal or State Income Tax Returns jointly with my wife, JACQUELINE B. KENNEDY.

(u) Notwithstanding anything to the contrary in this Will contained, with respect to tie trust set up for the benefit of my wife, JACQUELINE B. KENNEDY, in Paragraph "[A]" of Article "FIFTH" hereof (a) the Trustees shall and are hereby directed to convert into income-producing property any unproductive property forming part of the principal of said trust within a reasonable time after the same becomes unproductive, or if unproductive at the time of the receipt thereof by the Trustees, then within a reasonable time after such receipt; and (b) the Trustees shall not hold uninvested beyond a reasonable time, moneys belonging to the principal of said trust.

SEVENTH (a) The Executors or Trustees shall make no deduction from, nor addition to, income by reason of the purchase or sale of securities at a premium or discount.

(b) All dividends received by the Executors or Trustees in stock of a corporation or association declaring the same and declared in respect of any stock constituting any part of my estate or the principal of the trusts hereunder, all liquidating dividends, and all rights to subscribe to new or additional stock or other securities, and the securities or other property received upon the exercise of any such rights, and the proceeds of the sale of any such rights, shall be deemed principal. All other dividends received by the Executors or Trustees shall be treated as income and distributed accordingly. The Executors or Trustees shall have power to determine whether, and if at all, to what extent, any dividend received by them is a liquidating dividend,

(c) Persons dealing with my estate or the trusts herein created shall be under no obligation to see to the proper application of money paid or property delivered to the Executors or Trustees, or to inquire into the authority of the Executors or Trustees as to any transaction, and the receipt of the Executors or Trustees for any money or thing paid or transferred or delivered to them shall be a sufficient discharge to the person or persons paying, transferring or delivering the same, or from all liability to see to the application thereof.

(d) Every deed, trust deed, mortgage, lease, contract or other instrument executed by the Trustees in relation to any property belonging to the trusts herein shall be conclusive evidence in favor of every person relying upon or claiming under any such conveyance, lease or other instrument (i) that at the time of the delivery thereof the trusts created in this Last Will and Testament were in full force and effect; (ii) that such conveyance or other instrument was executed by the Trustees in accordance with the terms, conditions and limitations contained in this Last Will and Testament, and is binding upon all beneficiaries thereunder; (iii) that the Trustees were duly authorized and empowered to execute and deliver such deed, trust deed, mortgage, lease, contract or other instrument; and (iv) if the conveyance is one made by or to a successor or successors in trust hereunder, that such successor or successors in trust have been properly appointed and is or are fully vested with all the title, estate, rights, powers, authorities, duties and obligations of its, his or their predecessors in trust.

EIGHTH I direct that all estate, inheritance, succession, legacy, transfer taxes or other taxes of the same nature, which may be payable by reason of my death, including interest and penalties thereon, with respect to property or assets comprising my estate for such tax purposes, whether or not such taxes are payable by my estate or by any devisee, legatee, recipient or beneficiary of any such property or assets, shall be paid entirely as an administration expense out of such part of my residuary estate as passes to my Trustees in Paragraph "[BI" of Article "FIFTH" of this Last Will and Testament, without any right of reimbursement from any devisee, legatee, recipient or beneficiary of such property or assets.

NINTH I hereby nominate, constitute and appoint my wife, JACQUELINE B. KENNEDY, and my brothers, ROBERT F. KENNEDY and EDWARD M. KENNEDY, as Executors of, and Trustees under, this my Last Will and Testament; and if for any reason at any time any one of them does not qualify or is unable or unwilling to serve as such Executor or as such Trustee, I hereby nominate, constitute and appoint the following, in the order named, as Executrix or Trustee of this my Last Will and Testament (as the case may be) to fill any such vacancy: my sisters, EUNICE K. SHRIVER, PATRICIA LAWFORD and JEAN KENNEDY.

I direct that no bond be required of the Executors or Trustees in this or any other jurisdiction, and that no inventory of my estate need be filed.

Insofar as may be permitted by law, no Executor or Trustee shall be liable for any act or omission in connection with the administration of my estate or of the trusts herein created, or the exercise of any of the powers and discretions hereinbefore provided for, nor for any loss or injury to any property held in or under my estate or said trusts, except for his or her actual fraud, and no Executor or Trustee shall be responsible for any act or omssion of any other Executor or Trustee.

Any Executor or Trustee acting under this Will may at any time and from time to time, by revocable power of attorney executed under seal, delegate to the other Executors or Trustees (as the case may be) full exercise of all or any of the powers vested in such delegating Executor or Trustee.

I hereby direct that the Executors and/or Trustees, unless otherwise prevented by law, shall act by a majority vote.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my seal to this, my Last Will and Testament, this 18th day of June, in the year one thousand nine hundred fifty-four.

-John F. Kennedy

The foregoing instrument, consisting of this and sixteen (16) preceding pages, was subscribed by JOHN F. KENNEDY, the Testator, in the City of Washington, D. C., on the 18th day of June, in the year one thousand nine hundred and fifty-four, in the presence of us and each of us, and at the same time and place was subscribed, published and declared by him to be his Last Will and Testament, and we, at his request, and in his presence, and in the presence of each other, signed our names hereto as subscribing witnesses hereof.

T. J. Reardon Jr., residing at 3134 Dumbarton Ave. N.W., Washington, DC

Theodore C. Sorensen, residing at 1105 57th Ave. S.E., Washington, DC

Evelyn Lincoln, residing at 3132 16th St. N.W., Washington, DC