I give and bequeath the remaining portion of the amount set apart for such daughter, or the entire amount set apart for her if she shall not have attained the age of 30 years at the time of my death, to my trustees hereinafter named in trust nevertheless to hold, manage, invest and reinvest the same and to collect the rents, interest, dividends and other income therefrom and after deducting all proper charges and expenses to pay or apply to or for the use of such daughter the net income therefrom and all or so much of the principal thereof as my trustees shall in their sole and uncontrolled discretion determine, irrespective of any other source of income or resources of such daughter. When such daughter, if under the age of 30 years at the time of my death, reaches that age, $5,000 of the principal of the trust shall be transferred, conveyed and paid over to her; when such daughter, if under the age of 35 years at the time of my death, reaches that age, $10,000 of the principal of the trust shall be transferred, conveyed and paid over to her; when such daughter, if under the age of 40 years at the time of my death, reaches that age, $15,000 of the principal of the trust shall be transferred, conveyed and paid over to her; when such daughter, if under the age of 45 years at the time of my death, reaches that age, $15,000 of the principal of the trust shall be transferred, conveyed and paid over to her; and when such daughter attains the age of 50 years the trust shall terminate and the entire principal thereof as then constituted shall be transferred, conveyed and paid over to her absolutely.

If such daughter shall die before attaining the age of 50 years, then upon her death the principal of the trust fund as then constituted shall be divided into equal shares so that there shall be one such share for each child of my said daughter then living and such shares shall be disposed of as follows:

If such child shall have then attained the age of 30 years, my trustees shall transfer, pay over and deliver to such child outright the following amount:

My trustees shall continue to hold in trust the remaining portion of the amount set apart for such child, or the entire amount set apart for such child if such child shall not have then attained the age of 30 years, and shall pay or apply to or for the use of such child all or so much of the net income therefore and principal thereof as my trustees shall in their sole and uncontrolled discretion determine, irrespective of any other source of income or resources of such child and shall accumulate any net income not so paid or applied until such child shall attain the age of 21 years, at which time all accumulated income shall be transferred and paid over to such child absolutely and thereafter my trustees shall pay or apply the net income therefrom to or for the use of such child. When such child, if under the age of 30 years at the time of death of his or her mother, reaches that age, $5,000 of the principal of the trust shall be transferred, conveyed and paid over to him or her; when such child, if under the age of 35 years at the time of death of his or her mother, reaches the age, $10,000 of the principal of the trust shall be transferred, conveyed and paid over to him or her; when such child, if under the age of 40 years at the time of death of his or her mother, reaches the age, $15,000 of the principal of the trust shall be transferred, conveyed and paid over to him or her; when such child, if under the age of 45 years at the time of death of his or her mother, reaches that age, $15,000 of the principal of the trust shall be transferred, conveyed and paid over to him or her; and when such child attains the age of 50 years the trust shall terminate and the entire principal thereof as then constituted shall be transferred, coveyed and paid over to him or her absolutely.

If such child shall die before attaining the age of 50 years, my trustees shall transfer, pay over and deliver any accumulated income and the principal thereof as then constituted to the issue of such child then living per stirpes or if there shall be none, then per stirpes to the then living issue of my daughter who shall have been the mother of such child or, if there shall be no such issue, then to my other daughter Cathy or Cynthia who shall not be the mother of such child or, if that other daughter of mine shall not be then living, then to her the living issue per stirpes.

THIRD: I direct my executors to set apart the sum of $5,000 for each child surviving me of my daughters Cathy and Cynthia and to dispose of such amounts as follows:

( A ) If any such grandchild of mine shall have attained the age of 21 years at the time of my death, I give and bequeath the amount so set apart for him or her to him or her absolutely.

( B ) If any such grandchild of mine shall not have attained the age of 21 years at the time of my death, I give and bequeath the amount so set apart for him or her to my trustees hereinafter named in trust nevertheless to hold, manage, invest and reinvest the same and to collect the rents, interests. dividends and other income therefrom and after deducting all proper charges and expenses to accumulate and add to and dispose of as a part of principal all net income therefrom until such grandchild shall attain the age of 21 years, at which time my trustees shall transfer, pay over and deliver to such grandchild absolutely. If such grandchild shall die before attaining the age of 21 years, my trustees shall transfer, pay over and deliver the principal thereof as then constituted to the issue of such grandchild then living per stirpes or if there shall be none, then per stirpes to the then living issue of my daughter who shall have been the mother of such grandchild or, if there shall be none, to the mother of such grandchild or if she shall not be then living, then to the then living issue per stirpes of my other daughter Cathy or Cynthia who shall not be the mother of such grandchild or, if there shall be no such issue, then to my daughter Cathy or Cynthia who shall be then living.

Anything hereinabove contained to the contrary notwithstanding, I authorize and empower my trustees at any time and from time to time to pay or apply to or for the use of such grandchild all or so much of the principal thereof as my trustees shall in their sole and uncontrolled discretion determine, irrespective or any other source of income or resources of such grandchild, for the purpose of defraying extraordinary medical expenses or educational expenses on behalf of such grandchild.

FOURTH: I give and bequeath the following specified sums to the following specified persons who shall survive me:

FIFTH: I direct my executors to divide all the rest, residue and remainder of my estate, both real and personal, of whatsoever kind and nature and wheresoever situated, which shall belong to me or be subject to my disposal at the time of my death into eight equal shares and I give, devise and bequeath such shares to the following specified organizations, in the shares specified, for the general purposes of each organization:

If the aggregate amount of the bequests and devises made in this Article is so great that it shall, under the laws of the state whose laws shall govern the validity of bequests and devises under this Will, enable any person to contest the validity of such bequests and devises to the extent that they shall exceed the maximum permissible amount under such laws, and if any such person shall take action to contest the validity of such bequests and devises, I direct that such bequests and devises shall abate to the extent that they would be declared invalid in any such contest and I give, devise and bequeath the portion of such bequests and devises which shall so abate in equal shares to such of the persons named in paragraphs (a), (b), (c), (d), (e) and (f) of Article FOURTH hereof who shall survive me.

SIXTH: I appoint J. Lincoln Morris and Edward S. Cowen to be the executors of this WIll.

I appoint Edward S. Cowen and Alfred Dalton to be the trustees under this Will.

If either of my executors or trustees herein named shall for any reason fail to qualify or having qualified shall cease to act as executor hereof or trustee hereunder, I direct that the other one of them herein named shall act of sole executor hereof or trustee hereunder.

I direct that no executor of trustee herein named shall be required to furnish bond or other security in any jurisdiction where he may be called upon to act.

SEVENTH: I direct that all estate or death taxes, by whatever name called, including interest and penalties thereon, imposed under the laws of any jurisdiction by reason of my death upon or in relation to property includible in my estate for the purpose of such taxes, whether such property passes under or outside of this Will, be paid out of my estate as an expense of administration, without apportionment.

EIGHTH: If any property held hereunder or under any codicil hereto shall be distributable or payable to a person who shall then be under the age of 21 years ("the beneficiary"), my executors and trustees in their sole discretion may:

( A ) Transfer and pay over all or any such property to ( i ) the beneficiary, ( ii ) a guardian of the property of the beneficiary wherever appointed without requiring ancillary guardianship, ( iii ) a parent or person having the care or custody of the beneficiary without requiring such parent or person to qualify as guardian in any jurisdiction or ( iv ) a custodian for the beneficiary under the uniform gifts to minors act of any state; or

( B ) Transfer and pay over all or any such property and I give, devise and bequeath the same to my trustees herein named in trust nevertheless to hold, manage, invest and reinvest the same and to collect the income therefrom and after deducting all proper charges and expenses to pay or apply to or for the benefit of the beneficiary all or so much of he net income therefrom and principal thereof as my trustees shall in their sole and uncontrolled discretion determine, irrespective of any other resources or income of the beneficiary, and to accumulate and add to and dispose of as a part of principal any net income not so paid or applies, until the beneficiary shall attain the age of 21 years at which time my trustees shall transfer and pay over the principal thereor as then constituted to the beneficiary absolutely.

If the beneficiary shall die prior to attaining the age of 21 years, then upon his or her death my trustees shall transfer, pay over and deliver the principal thereof as then constituted to his or her executors or administrators to be disposed of as a part of his or her estate.

If any such property shall be tangible personal property, my trustees shall have no duty to convert the same into productive property and the expenses of the safekeeping thereof, including but not limited to insurance, shall be a proper charge against the income and principal of the other property held for the beneficiary pursuant to this Article.

My trustees are authorized and empowered at any time and from time to time during the term of the trust to transfer and pay over all or any part of the principal and income held by them to the persons and corporations specified in paragraph (A) or this Article.

( C ) The receipt of the person or corporation to whom any principal or income shall be transferred and paid over pursuant to any of the above provisions shall completely discharge my executors or trustees from all liability with respect to any assets so transferred and paid over and my executors or trustees shall have no obligations to see to the use or application of any such payment or to make inquiry with respect to any other resources or income of the beneficiary prior to making any payment.

NINTH: My executors and trustees shall have with respect to any and all property, real and personal, whether principal or income and whether owned by me at the time of my death or thereafter received, the following powers, authorities and discretions without limitation by their specification:

1. To retain any such property without regard to the proportion such property or similar property held may bear to the entire amount held and whether or not the same is of the class in which fiduciaries are authorized by law or any rule of court to invest funds;
2. To sell any such property upon such terms and conditions as may be deemed proper at either public or private sale either on credit for such period of time as may be deemed proper or for cash and with or without security and the purchaser of such property shall have no obligation to see to the use or application of the proceeds of sale; to exchange, lease, sublease, mortgage, pledge or otherwise encumber any such property upon such terms and conditions as may be deemed advisable; to grant options for any of the foregoing and to make any lease or sublease, including any oil, gas or mineral lease, for such period of time and to include therein any covenants or options for renewal to the duration of any trust and without approval of any court;
3. To invest and reinvest in and to acquire by exchange property of any character, foreign or domestic, or interests or participations therein, including by way of illustration but not of limitation, real property, mortgages, bonds, notes, debentures, certificates of deposit, capital, common and preferred stocks, and shares or interests in investment trusts, mutual funds or common trust funds, without regard to the proportion any such property or similar property held may bear to the entire amount held and whether or not the same is of the class in which fiduciaries are authorized by law or any rule of court to invest funds; to contribute to the capital of any limited partnership and to become a limited partner therein;
4. To borrow at any time and from time to time from any person or corporation (including any fiduciary acting hereunder) for such periods of time and upon such terms and conditions as may be deemed proper such sums of money as may be deemed necessary or advisable and to secure such loans by the pledge or hypothecation of any property held hereunder; no person making such loan shall be bound to inquire into the necessity, expediency or propriety thereof or to see the application of the sum loaned;
5. To allocate to income all cash dividends or other cash distributions whether ordinary or extraordinary received from any source, including without limitation by the specification thereof, all dividends or distributions in cash received from any mining or other wasting asset corporations or real estate corporations, partnerships, investment trusts or other real estate interests or business trusts at any time held hereunder (notwithstanding such cash dividends or distributions may have been extraordinary or designated or described by the disbursor thereof to be in whole or in part a return of capital or a distribution from depletion or depreciation reserves) without setting apart any portion of such cash dividends or distributions in connection with the winding up of the business or the liquidation of substantially all of the assets or the dissolution of any corporation, partnership, trust or other entity shall be allocated to principal;
6. To allocate to principal all dividends and distributions payable in the stocks, bonds or other securities whether of the disbursing company or another company;
7. To exercise all the rights, powers and privileges herein conferred after the termination of any trust hereunder and until the complete distribution of the property held hereunder;
8. To employ in the exercise of absolute discretion investment counsel, accountants, depositories, custodians, brokers, attorneys and agents, irrespective of whether any person so employed shall be a fiduciary hereunder or a firm or corporation in which a fiduciary hereunder shall have an interest and to pay them the usual compensation for their services out of the principal or income of the property held hereunder in addition to and without diminution of or charging the same against the commissions or compensation of any fiduciary hereunder; and any fiduciary who shall be a partner in any such firm shall nevertheless be entitled to receive his share as partner of the compensation paid to such firms.

TENTH: It is my intention to make no provision herein for my son Christopher or my daughter Christina for reasons which are well known to them.

ELEVENTH: I direct that my remains be cremated.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day of October, 1976.

Joan Crawford Steele

SIGNED, SEALED, PUBLISHED AND DECLARED by JOAN CRAWFORD STEELE, the Testatrix, as and for her Last Will and Testament, in our presence; and we thereupon at her request, and in her presence, and in the presence of each other have hereunto subscribed our names as attesting witnesses and our respective places of residence on the day of the execution thereof.

[Signed by Edward S. Cowen of NY, NY,  and two illegible names, of Cranford, NJ, and Stamford, CT.]