LAST WILL AND TESTAMENT

I, KATHERINE E. SCANLON, a United States Citizen, residing in the City of Norwich, County of Chenango, and State of New York, do hereby make, publish and declare this to be my Last Will and Testament in the manner and form following, hereby revoking all Wills and Codicils at any time heretofore made by me, intending hereby to dispose of all property which I own or in which I am in any wise interested.

TAX CLAUSE

I direct that my Executor pay out of my residuary estate without apportionment, all estate, inheritance and like taxes imposed by the government of the United States or any state or territory thereof, or by any foreign government or political subdivision thereof, in respect of all property required to be included in my gross estate for estate or like tax purposes by any of such governments whether the property passes under this Will or otherwise, including property over which I have power of appointment, without contribution by any recipient of any such property.

Notwithstanding the foregoing, if any tax shall be payable at, after or with respect to my death, pursuant to Section 2601 of the Internal Revenue Code of 1986, as amended, no part of said tax shall be paid from my residuary estate.

SPECIFIC BEQUEST

I direct that my Executor hereinafter named be sure,that the marker on my grave in St. Paul's Cemetery, ~orwich, New York, is properly inscribed and that my pallbears be paid Twenty-Five Dollars ($25.00) each, if they are not paid by the funeral director.

FURNITURE, PERSONAL PROPERTY AND PERSONAL EFFECTS

I bequeath all of my furniture, furnishings, household goods, silverware, china, ornaments, clothing, jewelry, personal effects, automobiles and other articles of tangible personal property (except cash on hand, business assets and any articles that may be herein specifically bequeathed), owned by me at the time of my death to my sister, AGNES M. SCANLON, if she survives me.

If said individual predeceases me, then and in that event, I bequeath all of the furniture, furnishings, household goods, silverware, china, ornaments, clothing, jewelry, personal effects, automobiles and other articles of tangible peresonal property (except cash on hand, business assets and any articles that may be hereinafter specifically bequeathed), owned by me at the

time of my death to ANNA SUPLEE, if she survives me.

SPECIFIC BEOUESTS

If my sister, AGNES M. SCANLON, predeceases me, then and in that event, I give, devise and bequeath the following:

A. To ST. BARTHOLOMEW,S CATHOLIC CHURCH, Norwich, New York, Five Hundred Dollars ($500.00) for masses in memory of the deceased members of the John J. Scanlon, Patrick Kilroe, Ellen Kelly, Michael Haggerty and Morris Hickey Families.

B. To ST. PAUL18 CEMETERY, Norwich, New York, Five Hundred Dollars ($500.00). It is my wish that the income only be used for the upkeep of the John J. Scanlon Family Plot. Perpetual care has been provided for.

C. To ST. VINCENT FERRER CHURCH, Lexington Avenue at 66th Street, New York City, One Thousand Dollars ($1,000.00). It is my wish that this sum shall be used for masses in memory of the deceased members of the John J. Scanlon and Patrick Kilroe families.

D. To ST. VINCENT'S HOSPITAL NURSES ALUMNAE ASSOCIATION, 158 West 12th Street, New York City, the sum of One Thousand Dollars ($1,000.00) for needy lay alumnae members.

E. To PATRICK J. SCANLON, JR., Aughrain Ballygar, County Galway, Ireland, if he survives me the sum of Five Thousand Dollars ($5,000.00).

F. To PATRICK SCANLON, Newton Glisnk Castlerea, County Roscommon, Ireland, if he survives me, the sum of Five Thousand Dollars ($5,000.00) .

G. To ST. ANSGAR'S SOCIETY, 44 West 13th Street, New York City, c/o Rambush, the sum of Five Hundred Dollars ($500.00) for masses for the deceased members of the John J. Scanlon and Patrick Kilroe families.

H. To CENACLE CONVENT, Lake Ronkonkoma, New York, the sum of Two Thousand Dollars ($2,000.00).

I. To MARYKNOLL FATHERS, Foreign Mission Society, Ossining, New York, the sum of One Thousand Dollars ($1,000.00) for masses for the repose of my soul.

J. To the JESUIT MISSIONS, Newberry Street, Boston, Massachusetts, the sum of One Thousand Dollars ($1,000.00) for masses for the repose of my soul.

K. To the JE8UIT MIS8ION8 OF NEW YORK, the sum of One

Thousand Dollars ($1,000.00) for masses for the repose of my soul.

L. To the ST. PAULJS ROMAN CATHOLIC CHURCH, Norwich, New York, the sum of One Thousand Dollars ($1,000.00) for masses for the repose of my soul.

M. To ST. BARTHOLOMEW'S CATHOLIC CHURCH, Norwich, New York, the sum of One Thousand Dollars ($1,000.00) for masses for the repose of my soul.

If any of the individual beneficiaries named in this provision shall not survive me, or if any of the institutions named in the provision shall not be in existence at the time of my death, then the bequest to such individuals or institutions shall lapse and same shall become a part of my residuary estate, hereinafter disposed of.

RESIDUARY

After the payment of estate taxes, if any, all the rest, residue and remainder of my property, both real and personal of whatsoever kind and wheresoever situate of which I shall die, seized or possessed (except for any property over which I may have a power of appointment), I give, devise and bequeath all of said property to my Trustee, hereinafter named, in Trust, to be held, administered and distributed for the following uses and purposes:

A. If AGNES M. SCANLON shall survive me then until the termination of the Trust as hereinafter provided, the Trustee shall, in each taxable year of the Trust, pay to the said AGNES M. SCANLON in equal quarterly installments, a unitrust amount of 8% of the net fair market value of the trust assets valued annually as of a date selected by the Trustee. If the valuation date selected does not occur in a taxable year of the Trust, other than the year in which the noncharitable interests terminate, the trust assets shall be valued as of the last day of such taxable year. In the case of the taxable year in which the noncharitable interests terminate, if the selected valuation date does not occur before the day the noncharitable interests terminate, the Trust assets shall be valued as of the day the noncharitable interests terminate. The unitrust amount shall be paid from the income, and to the extent income is not sufficient, from the principal of the trust. Any income of the Trust or a taxable year in excess of the unitrust amount, the Trustee shall prorate the same, on a daily basis, for a short taxable year and for the taxable year of the said AGNES M. SCANLON .

The obligation to pay the unitrust amount shall commence with the date of my death, but payment of the unitrust amount may be deferred to the end of the taxable year of the trust in which occurs complete funding of the Trust. Within a reasonable time after the occurrence of said event, the Trustee must pay to the

said AGNES M. SCANLON, in the case of an underpayment, or must receive from the said AGNEB M. SCANLON, in the case of an overpayment, the difference between:

(a) any unitrust amounts actually paid, plus interest, compounded annually, computed for any period at the rate of interest that the federal income tax regulations under Section 664 of the Internal Revenue Code prescribe for the Trust for such computation for such period; and

(b) the unitrust amounts payable, determined under the method described in Section 1.664-1(a) (5) (ii) of the federal income tax regulations, plus interest, compounded annually, computed for any period at the rate of interest that the federal income tax regulations under 'Section 664 of the Internal Revenue Code prescribe for the Trust for such computation for such period.

B. In the event that the net fair market value of the trust assets is incorrectly determined by the Trustee for any taxable year, then within a reasonable time after the final determination of the correct value, the Trustee shall pay to the said AGNEB M. SCANLON, in the case of an undervaluation, or the said AGNES M. SCANLON shall pay of the Trustee, in the case of an overvaluation, the difference between the unitrust amount properly payable and the unitrust amount actually paid.

C. Upon the death of AGNES M. SCANLON, my Trustee shall continue to retain said property in Trust to be held, administered as distributed for the following uses and purposes:

1. I direct my Trustee to pay Fifty Percent (50%) of the net income thereof to CENANCLE CONVENT, Lake Ronkonkoma, New York. If said institution ceases to exist, I direct my Trustee to distribute the aforesaid net income Fifty Percent (50%) as provided in 2 below and Fifty Percent (50%) as provided in 3 below or One Hundred Percent (100%) to the institution that may survive if either institution named in 2 or 3 below also ceases to exist.

2. I direct my Trustee to pay Twenty-Five Percent (25%) of the net income thereof to ST. PAULfS ROMAN CATHOLIC CHURCH, Norwich, New York. If said institution ceases to exist, I direct my Trustee to distribute the aforesaid net income Fifty Percent (50%) as provided in 1 above and Fifty Percent (50%) as provided in 3 below or One Hundred Percent (100%) to the institution that may survive if either institution named in 1 above or 3 below also ceases to exist.

3. I direct my Trustee to pay Twenty-Five Percent (25%) of the net income thereof to ST. BARTHOLOMEWfS ROMAN CATHOLIC CHURCH, Norwich, New York. If said institution ceases to exist, I direct my Trustee to distribute the aforesaid net income Fifty Percent (50%) as provided in 1 above and Fifty Percent (50%) as

provided in 2 above or One Hundred Percent (100%) to the institution that may survive if either institution named in 1 or 2 above also ceases to exist.

D. If all of the above charitable and religious institutions cease to exist, then the principal and income of the Trust shall be paid or transferred to such other organization or organizations as shall then be described and qualify under Sections 170(c) , 2055(a) and 2522(a) of the federal Internal Revenue Code, as the Trustee in its sole discretion shall select.

DISINHERITANCE CLAUSE

I have deliberately made no provisions herein for the benefit of any of my other family members.

SPEND-THRIFT PROVISION

No interest in any trust hereunder shall be subject to the claim of the creditors of any beneficiary during the beneficiary's life, or be transferable or assignable other than for the benefit of one or more of my descendants and their spouses.

POWER DURING MINORITY PROVISION

If pursuant to any provisions of this Will, all or any part of my estate shall vest in absolute ownership in a minor or minors, I authorize and empower my Executor and Trustee in their absolute discretion and without authorization by any court:

(i) to defer, in whole or in part, payment or distribution of any or all property to which such minor may be entitled, holding the whole or the undistributed portion thereof as a separate share for such minor with all the powers and authority conferred by the provisions of this Will, including, without limitation, the power to retain, invest and reinvest, both principal and accumulated income, without being limited to investments authorized by law for trust funds;

(ii) to pay, distribute or apply the whole or any part of any net income or principal at any time held for any such minor, including accumulated income, to or for the support and welfare of such minor, either directly or by making payment or distribution thereof to the guardian or other legal representative wherever appointed, of such minor or to the person with whom such minor shall reside or to such minor personally, and to pay or distribute any balance thereof to such minor when such minor reaches the age of twenty-one (21) years, or, in case such minor shall die before distribution of all the property held under this Provision, to the Executor or Administrator of the estate of such minor, the receipt of the person or persons to whom any such payment or distribution is so made being a sufficient discharge therefor even though my

Executor or Trustee may be such person.

The authority conferred upon my Executor and Trustee by this Provision of my Will shall be construed as a power only and shall not operate to suspend the absolute ownership of such property by such minor or to prevent the absolute vesting thereof in such minor. Any law to the contrary notwithstanding, my Executor and Trustee shall not be required to render and file annual accountings with respect to property so held under this Provision of my Will.

My Executor and Trustee shall be entitled to receive compensation with respect to any property held for any minor pursuant to this Provision at the same rate and in the manner payable to testamentary trustees.

POWERS OF THE EXECUTOR AND TRUSTEE

I authorize my Executor and also my Trustee (including any substitute or successor personal representative or trustee) in their discretion, with respect to all property, real and personal, at any time forming part of my estate or any trust, including property held under a power during minority without limitation by reason of enumeration and in addition to powers conferred by Section 11-1.1 of the Estates, Powers and Trusts Law and other laws, to:

1. retain any or all property owned by me at the time of my death in the form in which it then exists acquire by purchase or otherwise, and retain, temporarily or permanently, any kind of realty and personalty, including stocks and unsecured obligations, undivided interests, interests in investment trusts, mutual funds, legal and discretionary common trust funds, leases, and property which is outside of my domicile, all without diversification as to kind or amount and without being limited to investments authorized by law for trust funds (including the discretion to retain as an investment any obligation or obligations owing to me by any corporation in which I have a stock interest at the time of my death) and hold funds uninvested or deposit any monies in one or more savings or other banks (including the fiduciary or any owned by or affiliated with it) in any form of account whether or not interest bearing;

2. vote in person or by general, limited or discretionary, proxy with respect to any investment that may be owned by my estate, or consent for any purpose in respect of any stocks or other securities, exercise or sell any rights of subscription or other rights in respect thereof;

3. manage, insure against fire or other risk, retain, repair, improve, alter, subdivide, dedicate to public use or lease (with or without privilege of purchase) for periods to begin presently or in the future, without regard to statutory restrictions on leasing and

even though any such period may extend beyond the term of any trust; real property, grant easements with respect thereto, sell, exchange, rent or otherwise dispose of realty and personalty publicly or privately, wholly or partly on credit or for any consideration, including stocks, bonds or other corporate obliga- tions and grant options for the purchase, exchange or other disposition of any such property;

4. make partition, division or distribution of my estate and of any trust created hereunder in kind or in cash or partly in kind and partly in cash and for such purpose to determine the value of any property constituting a part of my estate and any trust created hereunder. The judgment of my Executor and Trustee as to such values to be final and binding on all parties in interest;

5. renew, assign, alter, extend, compromise, release, with or without consideration, or submit to arbitration, obligations or claims, including taxes, held by or asserted against my Executor or Trustee, or which affect estate or trust assets;

6. hold property in my Executorls or Trustee's own name or in the name of nominees, hold two or more trusts or other funds in one or more consolidated funds, in which the separate trusts or funds shall have undivided interests;

7. borrow money from my Executor or Trustee or others and pledge or mortgage any property, for the payment of taxes, debts, legacies or expenses or any other purpose, which in the opinion of my Executor or Trustee will facilitate the administration of my estate or any trust;

8. with the approval of the Trustee, receive additional property from any source and add it to and commingle it with the trust estate;

9. join with my spouse, if any, or said spouse's Executor or Administrator, in the execution and filing of a joint income tax return for any period prior to my death for which I have not filed a return, or a gift tax return on gifts made by my spouse, and to consent to said gifts having been made half by me, for any period prior to my death, and to pay such taxes thereon, including any interest and penalties, as my Executor deems proper, though it result in additional liability to my estate. The decision of my Executor as to the share of such tax payable by my estate shall be final and binding on all parties in interest;

10. delegate discretionary powers to agents, remunerate them and pay their expenses, employ and pay the compensation of accountants, attorneys, assistants, custodians, advisors, brokers, banks, investment counsel, tax advisors, and such other agents and assistants as my Executor and Trustee shall deem necessary to the administration of my estate, or of any trust created hereunder

without liability for the negligence, misconduct or default of such person, provided reasonable care and prudence was exercised in their selection;

11. exercise the same powers with reference to control management and disposition whether acting as executor or as trustee;

12. If my Executor in good faith decides that there is uncertainty as to the inclusion of particular property in my gross estate for Federal and State Estate Tax purposes, my Executor shall exclude such property from my gross estate in the estate tax return. My Executor shall not be liable for any loss to my estate or to any beneficiary, if such loss results from my Executor's decision made in good faith that there is uncertainty as to the inclusion of particular property in my gross estate.

13. determine whether my estate shall be valued under the optional provisions of the Federal Estate Tax Laws and what elections shall be exercised and what proceedings shall be undertaken to complete the ascertainment of the Federal Estate Tax in my estate;

14. do all other acts, which in my Executor's and Trustee's judgment, may be necessary or appropriate for the proper and advantageous management, investment and distribution of my estate, or of any trust created hereunder;

15. All realized appreciation in the value of stocks, bonds, securities or other property (including unproductive property) resulting from the sale or other disposition thereof, shall be considered principal.

16. With regard to all policies of insurance on my life which designate any Trustee hereunder as beneficiary, the Trustee is specifically authorized and empowered,

(a) to execute and deliver receipts and other instru- ments and to take such action as may be appropriate to obtain possession and control of such policies,

(b) to execute and file proofs of claim required to collect the proceeds thereof and the receipt of my Trustee shall constitute full acquittance to insurance companies for all proceeds so paid; provided, however, that my Trustee shall be under no obligation to institute legal proceedings for the collection of proceeds of any policy until and unless my Trustee has been indemnified to my Trustee's satisfaction for all costs and expenses, including attorney's fees,

(c) to elect, in my Trustee's discretion, any optional modes of settlement available to my Trustee under said policies,

(d) to receive insurance proceeds and to administer and distribute same as principal in accordance with the dispositive provisions of this Will and in connection therewith to divide, apportion and distribute said proceeds between the trusts created hereunder, including the power to make tentative allocations between such trusts and subsequently adjust same,

(e) to use the proceeds of insurance policies in the purchase from my estate of such assets as the Trustee deems advisable without being limited to assets authorized by law for the investment of trust funds.

17. For the purpose of facilitating the administration of my estate, my Trustee, under this Will, is authorized:

(a) to lend money to the personal representative of my estate upon such terms and conditions as my Trustee may deem proper ,

(b) to pay, without reimbursement, to said personal representative, out of the principal of any trust (except a marital deduction trust, if any is created in this Will), such amount as my Trustee may deem required for the purpose of paying a part or all of the expenses of administering my estate, including the expense of my funeral, debts and liabilities,

(c) to purchase from my personal representative such property as my Trustee may select,

(d) to the extent that such taxes have not been paid from my testamentary estate pursuant to direction in my Will, to pay, without reimbursement, out of the principal of any trust created under this (except a marital deduction trust, if any is created under this Will) any taxes (including interest and penalties thereon) which may be due any state, federal government or any foreign state by reason of my death with respect to any property forming part of my estate for the purpose of calculating such taxes. Taxes upon remainder interests may be prepaid at discretion and to the extent not prepaid prior to the division of any trust created under this Will into shares, each share shall bear the remainder tax imposed upon it.

(e) the power herein conferred shall not be construed to compel my Trustee to pay any sum whatever to my personal representative for any purpose.

18. I further authorize and empower my Executor and Trustee, if they in their uncontrolled discretion deem it for the best interest of my estate or any trust so to do, to abandon in any way, property which my Executor and Trustee determine not to be worth protecting including but not limited to improved or unimproved real estate or allow the same to be sold for taxes or other obligations

of any nature which may be a direct charge against or lien upon the same and their decision when made shall be binding upon all parties interested or claiming to be interested in my estate.

19. I expressly direct that any purchaser of any personal or real estate shall take title thereto free from any trust created by this my Will and that no purchaser of any such property shall be obliged or concerned to inquire into the necessity or expedience of any such sale or to see to the application of such purchase money or be answerable therefor in any way.

20. I further authorize and empower my Executor and Trustee to sell the whole or any part of my estate, personal or real, to a corporation and to receive in payment therefor in whole or in part the stocks, bonds or other securities or obligations of such corporation.

21. I further authorize and empower my Executor or Trustee to modify, cancel or consent to the assignment of any such leases or renewals and to take advantage of any, covenant therein or to take any other action whatsoever which my Executor or Trustee shall deem advisable in order to exercise any of the privileges therein contained or in order to comply with any of the provisions thereof; also to terminate, renew or otherwise deal with any leases in which I or they may be or become the lessee.

22. I direct that all such leases and renewals so made by my Executor or Trustee, and the modification, cancellation and consent to the assignment thereof or other dealings therewith shall be in all respects binding upon all of the parties in any way interested in my estate.

23. I further authorize and empower my Executor or Trustee to extend mortgages upon any real estate of which I shall die seized or which shall be acquired or held by my Executor or Trustee, upon such terms as shall seem to my Executor or Trustee advisable, and to make, execute and deliver under seal or otherwise agreements or other instruments for that purpose.

24. It is my Will and I direct that if my Executor or Trustee shall invest any part of,my estate in bonds or other debt securi- ties for which my Executor or Trustee shall pay a premium in addition to the par value thereof, my Executor or Trustee in my Executor's or Trustee's discretion may, but shall not be required to provide from the income received from such securities any sinking fund to absorb such premium for the benefit of the remaindermen.

25. If at any time during the administration of any trust created under this Will, the Trustee in its absolute discretion deems the continuation thereof to be uneconomic or not in the best interests of the current income beneficiaries, the Trustee in the

Trustee's absolute discretion, is authorized to terminate the same, and to distribute the assets, free of the trust, to the current income beneficiaries thereof, absolutely, and if there shall be more than one such income beneficiary, in equal shares to such beneficiaries.

2 6 . Insofar as may be permitted by law in the jurisdiction in which this my Will shall be proved, I direct that my Executor or Trustee shall not be liable for any loss to my estate unless the same shall occur through its gross neglect or willful malfeasance; and I further direct that no Executor or Trustee shall in any way be liable or responsible for any act or default of any other Executor or Trustee for any loss or damage arising therefrom.

27. The foregoing powers, authority and discretion granted to my Executor or Trustee, are intended to be in addition to the powers, authority and discretion vested in them by operation of law and by virtue of their office and may be exercised by them as often as they may deem necessary or advisable, without application to or approval by any Court in any jurisdiction.

28. I authorize my Executor or Trustee to make any voluntary elections available under the Internal Revenue Code regarding the income tax basis of property that I might own at the time of my death and said Executor or Trustee shall not be held liable to any beneficiary hereunder for any such election made in good faith, regardless of the income tax consequences of such election.

29. The Trustee is specifically authorized and empowered to hold and retain in the trust estate any stock or other security issued by the Trustee in the Trustee's individual capacity and owned by me at the time of my death, including any stock dividends thereon and any securities issued in lieu thereof as a result of any recapitalization, consolidation, or merger of the Trustee. The Trustee is further authorized and empowered to exercise any I1rightsl1 issued to the Trustee by reason of the Trustee's ownership of any such security; and to retain and hold in the trust estate any security so acquired.

30. I direct that in the administration of my estate, my Executor or Trustee shall not exercise any of the discretionary powers herein conferred in any manner which would disqualify any provision that I have made for my spouse for the marital deduction, if a marital deduction provision is contained in this Will.

31. If the composition of my estate at the time of my death satisfies the requirements of the United States Internal Revenue Code section 303 (or other equivalent law at the time of my death) my Executor may effectuate a redemption of corporate stock to take maximum advantage of the tax benefit permitted thereunder.

32. I direct that no interest shall be paid on any legacy,

whether in trust or otherwise in my Will or any Codicil thereto, unless said Will or Codicil specifically directs that interest be paid on such legacy.

33. If at any time during the administration of my estate it appears that any trust that I have created in this Will, will not be funded with at least $50,000 worth of assets, I direct my Executor not to fund the trust, but to distribute the assets, free of the trust, to the current income beneficiary thereof absolutely and if there shall be more than one such income beneficiary, to each beneficiary in proportion to their share of current income.

34. If any bequest in this Will (either a sum of money or an item of personal property) shall vest in a beneficiary who is then under eighteen (18) years of age, such bequest at the sole discretion of my Executor, may be delivered to either of the minor's parents or the person having custody of the minor (even though my Executor or Trustee may be such person) and the receipt of such parent or other person shall constitute complete and final acquittance to my Executor or Trustee hereunder.

35. In the event that any trust created under this, my Last Will and Testament, is a named beneficiary of any "qualified retirement plan" under section 401 or any other Section of the Internal Revenue Code, I direct that none of the proceeds from such a plan be used for the payment of estate taxes, administrative expenses, debts or other obligations enforceable against me or my estate, it being my intention that none of such property that may comprise a part of one or more of the within trusts shall be includable in my gross estate for Federal or New York State estate tax purposes.

36. In the event a trust is created under this Will, I authorize my Trustee, in his discretion, to determine, on an annual basis, whether the Trustee8s commissions shall be payable from income or from principal and in what proportions provided however, that no compensating adjustments shall be made between principal and income nor with respect to any bequest or devise hereunder.

37. My Executor, in its sole and absolute discretion, may, for purposes of determining the federal estate tax liability of my estate, value real property devoted to farming or closely held businesses in accordance with Section 2032(A) of the Internal Revenue Code, as such section presently reads or as it may be hereafter from time to time amended, and further may make such arrangements with my devisees to manage and operate such property as may be necessary to comply with relevant federal tax laws.

38. If this Will contains a trust that might qualify for the marital deduction under the Federal Estate Tax law, pursuant to the provisions of Section 2056(b) (7) of the Internal Revenue Code of 1986 as amended from time to time my Executor is authorized in my

Executor's sole and uncontrolled discretion to make or not to make the irrevocable election which would cause said trust to qualify for the marital deduction. I recognize that such an election may adversely affect certain of my beneficiaries both from an income tax and/or an estate tax point of view. Knowing this I hereby release my Executor from any loss or other liability resulting to any beneficiary of my estate caused by my Executor making or not making such an election.

39. If this Will contains a marital deduction trust or a trust that is qualified for the marital deduction under the Federal Estate Tax law pursuant to the provisions of Section 2056(b) (7) of the Internal Revenue Code of 1986 as amended from time to time, anything in this Will to the contrary notwithstanding, my spouse shall have the power at anytime to compel the trustee to exchange any non-income-producing property held in that trust for income- producing property by delivering a written direction to that effect to the trustee.

40. If this Will contains a Trust in which no power to invade the principal of the Trust is given for the benefit of any beneficiary of the Trust, then I direct that section 7-1.6 of the Estates, Powers and Trusts Law, or any similar statute by whatever name called, shall not be used by any court to permit an invasion or use of the Trust principal for the benefit of any Trust beneficiary.

41. For investment or administrative purposes, if pursuant to the terms hereof the Trust estate is to be divided into two or more shares that are to be held as separate Trusts hereunder, to treat the assets comprising such shares thereof as a common fund in which the separate Trusts shall have undivided interests, and at any time to separate or recombine or reseparate the same; and, if the disinterested Trustee should determine it to be in the best interests of the beneficiaries of any Trust established hereunder, to divide the assets of such Trust into two or more separate shares, each of which shall be administered as a separate Trust upon the same terms and conditions as provided with respect to such Trust in the absence of such division.

EXECUTOR

I appoint as Executor of this, my Will, THE NATIONAL BANK AND TRUST COMPANY.

TRUSTEE CLAUSE

I hereby nominate, constitute and appoint as Co-Trustees of all trusts created hereunder, THE NATIONAL BANK AND TRUST COMPANY and RICHARD Q. DEVINE.

If, prior to my death or during the administration of any

Trust created hereunder, one of the designated Co-Trustees shall die prior to the complete administration of the Trust, I direct that the vacancy shall not be filled but that the surviving Trustee shall continue alone and complete the administration of the Trust.

DEFINITION OF EXECUTOR

Whenever in this, my Last Will and Testament, I refer to Executor or Executrix, I mean the Executor or Executrix, substi- tute or successor personal representative or executor, then qualified and acting hereunder.

ELIMINATION OF BOND

I direct that my Executor shall not be required to file any inventory of my estate and no executor, guardian or trustee appointed by this Will or by any authority given by this Will to an Executor or Trustee to appoint a successor fiduciary, shall be required to give any bond, and that if, notwithstanding this direction, any bond is required by any law, statute or rule of court, no sureties be required thereon.

WORDS OF GENDER

Words of any gender used in this Will and attestation clause shall be held to include any other gender, and words in the singular shall be held to include the plural when the sense requires.

THIS IS A PHOTOCOPIED ORIGINAL WILL

Portions of this Will are typed. Portions may be printed, photocopied or reproduced by some other type of photocopy process. Nevertheless, it is and is intended to be an original Will and is the only copy executed this day as my original Will.

SIGNATURE CLAUSE

IN WITNESS WHEREOF, I, KATHERINE E. BCANLON, the Testatrix, being unable to sign my name because of illnes, have had by name subscribed for me in my presence by Richard Q. Devine, whereup I have made my mark in the space between nay names this 7i? day of May, 1993.

\ . her

mark KATHERINE E. BCANLON

ATTESTATION CLAUSE .-+ u,

On the 78 day of May, 1993, the above named Testatrix, in our presence, declared this instrument, consisting of Fifteen (15) typewritten pages, to be the Testatrix's Last Will and Testament, and, being unable to sign her name hereto because of illnes directed her name to be subscribed for her and which the abovesigned, Richard Q. Devine, did subscribe as directed, in the presence of the undersigned, and Richard Q. Devine, whereupon the Testatrix in our presence made her mark or cross in the space provided between her names, and we, at the request of the Testatrix, in her presence and in the presence of each other, all being present at the same time, have hereunto subscribed our names as witnesses.

We write opposite our names our respective places of residence.

h 7 ~ ? residing at ,$$??u%~c~ -fl,~,/, w

P

, residing at , \~dt',~?..//( a*7-Ct %-.. 4 ,W' "

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of the Last Will and Testament of KATHERINE E. SCANLON

~ffidavit of Witnesses of Last Will and Testament Pursuant to SCPA 1406 and EPTL § 3-2.1 made at the request of the Testatrix

STATE OF NEW YORK ) COUNTY OF CHENANGO) SS:

I, M I w M . M A R I N O , being duly sworn, depose and say: I was acquainted with KATHERINE E. SCANLON.

I was present and saw the said Testatrix subscribe the Testatrixfs mark and saw Richard Q. Devine at the direction of the Testatrix sign the Testatrix's name at the end of the paper writing dated the2Qth day of May, 1993, declared by said Testatrix to be the Last Will and Testament of said Testatrix.

Said instrument was executed in Chenango County.

The said Testatrix at the time of the aforesaid subscription declared and published the said paper writing as her Last Will and Testament and requested me and the other subscribing witness, to sign our names as witnesses thereto and directed Richard Q. Devine to sign the Testatrix's name thereto. I thereupon signed my name as such witness at the end of the said paper writing in the presence and at the request of the said Testatrix, and in the presence of Faye M. st-d I

the other subscribing witness to the said paper writing and in the presence of said Richard Q. Devine. I saw the subscribing witness sign the Testatrix's name and her own name at the same time at the end of the said paper writing in the presence of the said Testatrix.

The Testatrix, at the time of the execution of the said Last Will and Testament, was over the age of 18 years and in my opinion, was of sound mind, memory and understanding and not under any restraint and in all respects competent to make a Will; that the said Testatrix could read, write and converse in the English language and did not appear to be suffering from any physical difficulties of sight, hearing, or speech except that she was unable to write other than to make a mark and impressed me as being a rational person, of sound mind and memory.

The Testatrix at the time of the execution of said Last Will and Testament and ~ichard Q. Devine who signed the ~estatrix's name, signed only one copy of the aforesaid Last Will and Testament, and the other witness and myself signed our names as attesting witnesses to the original Will as aforesaid.

Immediately following the subscription by said Testatrix, of the aforesaid instrument and the witnessing of the execution thereof as aforesaid, the Testatrix requested me to make this affidavit, and this affidavit is made in accordance with such request.

Sworn to before me this

~ffidavit of Witnesses of Last Will and Testament Pursuant to

of the Last Will and Testament SCPA 1406 and EPTL 5 3-2.1 made of KATHERINE E. SCANLON at the request of the Testatrix

STATE OF NEW YORK ) COUNTY OF CHENANGO) SS:

I f FAYE M. STEWARD , being duly sworn, depose and say: I was acquainted with KATHERINE E. SCANLON.

I was present and saw the said Testatrix subscribe the Testatrix's mark and saw Richard Q. Devine at the direction of the Testatrix sign the Testatrix's name at the end of the paper writing dated the2&h day of May, 1993, declared by said Testatrix to be the Last Will and Testament of said Testatrix.

Said instrument was executed in Chenango County.

The said Testatrix at the time of the aforesaid subscription declared and published the said paper writing as her Last Will and Testament and requested me and the other subscribing witness, to sign our names as witnesses thereto and directed Richard Q. Devine to sign the Testatrix's name thereto. I thereupon signed my name as such witness at the end of the said paper writing in the presence and at the request of the said Testatrix, and in the presence of Michele M. M i n o I

the other subscribing witness to the said paper writing and in the presence of said Richard Q. Devine. I saw the subscribing witness sign the Testatrix's name and her own name at the same time at the end of the said paper writing in the presence of the said Testatrix.

The Testatrix, at the time of the execution of the said Last Will and Testament, was over the age of 18 years and in my opinion, was of sound mind, memory and understanding and not under any restraint and in all respects competent to make a Will; that the said Testatrix could read, write and converse in the English language and did not appear to be suffering from any physical difficulties of sight, hearing, or speech except that she was unable to write other than to make a mark and impressed me as being a rational person, of sound mind and memory.

The Testatrix at the time of the execution of said Last Will and Testament and Richard Q. Devine who signed the Testatrix's name, signed only one copy of the aforesaid Last Will and Testament, and the other witness and myself signed our names as attesting witnesses to the original Will as aforesaid.

Immediately following the subscription by said Testatrix, of the aforesaid instrument and the witnessing of the execution thereof as aforesaid, the Testatrix requested me to make this affidavit, and this affidavit is made in accordance with such r

Sworn to before me this