| LAST WILL AND TESTAMENT of: Matthew N. Donahue I, Matthew N. Donahue, a resident of the county of Westchester, the State of New York, declare that this is my Will. FIRST: I revoke all Wills and Codicils that I have previously made. SECOND: I am not currently married. I have no children now living, nor have I any deceased children who died and left issue. THIRD: I give all my jewelry, clothing, household furniture and furnishings, personal automobiles and other tangible articles of a personal nature, or my interest in any such property not otherwise disposed of by this Will or in any other manner together with any insurance on the property, to all of my living relatives in equal shares. If, however, any of the above named persons fails to survive me by thirty (30) days, then I direct that his or her share shall be distributed pro rata with the gifts that are effectively distributed herein. FOURTH: I leave the following special gift: Edgemont Crackers Tin to David M. Stern, should he or she survive me by thirty (30) days. FIFTH: I leave the following special gift: my trumpet to Jessie S. Rosenblatt, should he or she survive me by thirty (30) days. SIXTH: I leave the following special gift: my Zenith Data Systems computer to Kasey E. Stern, should he or she survive me by thirty (30) days. SEVENTH: I leave the following special gift: my old smelly loafers to Thomas S. Rogers, should he or she survive me by thirty (30) days. EIGHTH: I give the residue of my estate in equal shares to all of my living relatives. If any of those persons shall not survive me by thirty (30) days, then the share that would have been given to that person had he or she survived me by thirty (30) days shall be distributed pro rata with the gifts which are effectively distributed Page 1 Will of Matthew N. Donahue: January 16, 2000 under this paragraph. NINTH: I nominate Thomas S. Rosenblatt and Rebecca S. Rosenblatt as joint Executors of this Will, to serve without bond. If either of the above shall for any reason fail to qualify as Executor, then I nominate Kasey E. Stern to serve in his or her stead as joint executor, to Serve without bond. The term "my Executor" as used in this Will shall include any personal representative of my estate. I authorize my Executor to sell, with or without notice, at either public or private sale, and to lease any property belonging to my estate, subject only to such confirmation of court as may be required by law. I authorize my Executor to invest and reinvest any surplus money in the Executor's hands in every kind of property, real, personal, or mixed and every kind of investment, specifically including but not limited to interest bearing accounts, corporate obligations of every kind, preferred or common stocks, shares of investment trusts, investment companies, mutual funds, or common trust funds, including funds administered by the Executor, and mortgage participations, that persons of prudence, discretion, and intelligence acquire for their own account. No bequest provided for in this Will or in any codicil hereto shall bear interest if not paid or satisfied within any period prescribed by law. TENTH: I further authorize my Executor either to continue the operation of any business belonging to my estate for such time and in such manner as my Executor may deem advisable and for the best interests of my estate, or to sell or liquidate the business at such time and on such terms as my Executor may deem advisable and for the best interests of my estate. Any such operation, sale, or liquidation by my Executor, in good faith, shall be at the risk of my estate and without liability on the part of my Executor for any resulting losses. ELEVENTH: I direct that all inheritance, estate, or other death taxes (excluding any additional tax imposed under Internal Revenue Code Section 2032A or any generation skipping transfer tax) that may by reason of my death be attributable to my probate estate or any portion of it, or to any property or transfers of property outside my probate estate, shall be paid by my Executor out of the residue of my estate disposed of by this Will, without adjustment among the residuary beneficiaries, and shall not be charged against or collected from any beneficiary of my probate estate, or from any transferee or beneficiary of any property outside my probate estate. TWELFTH: Page 2 Will of Matthew N. Donahue: January 16, 2000 Except as otherwise provided in this Will, I have intentionally failed to provide herein for any of my heirs, and I specifically disinherit any person claiming to be my heir who is not provided for in this Will. If any beneficiary under this Will in any manner, directly or indirectly, contests or attacks this Will or any of its provisions, any gift or other provision I have made to or for that person under this Will is revoked and shall be disposed of in the same manner provided herein as if that contesting beneficiary had predeceased me without issue. THIRTEENTH: As used in this Will, the term "issue" shall refer to lineal descendants of all degrees, and the terms "child," "children," and "issue" shall include adopted persons. However, in no event shall any of these terms include any foster child or stepchild, regardless of the existence of a parent-and-child relationship between that person and myself. I subscribe my name to this Will on ________________, _________, at Scarsdale, the State of New York. _____________________________ Matthew N. Donahue On the date written below, Matthew N. Donahue declared to us, the undersigned, that this instrument, consisting of these few pages including the page signed by us as witnesses, was his Will and requested us to act as witnesses to it. He thereupon signed this Will in our presence, all of us being present at the same time. We now, at his request, in his presence and in the presence of each other, subscribe our names as witnesses. Each states that the testator is not a minor and appears to be of sound mind and that we have no knowledge of any facts indicating that the foregoing instrument, or any part of it, was procured by duress, menace, fraud or undue influence. We, each for himself or herself, declare that each of us is over the age of majority, and that each of us is, and the others appear to be of sound mind. Page 3 Will of Matthew N. Donahue: January 16, 2000 We, each for himself or herself, declare under penalty of perjury that the foregoing is true and correct and that this attestation and this declaration are executed on the ___________ day of _______________________, 20___ at Scarsdale, the State of New York. ________________________ residing at: ___________________________ ___________________________ ________________________ residing at: ___________________________ ___________________________ ________________________ residing at: ___________________________ ___________________________ |