1 I APPOINT my mother THE HONOURABLE MRS FRANCES RUTH SHAND KYDD of Callinesh Isle of Seil Oban Scotland and COMMANDER PATRICK DESMOND CHRISTIAN JERMY JEPHSON of St James's Palace London SW1 to be the Executors and Trustees of this my Will

2 I WISH to be buried

3 SHOULD any child of mine be under age at the date of the death of the survivor of myself and my husband I APPOINT my mother and my brother EARL SPENCER to be the guardians of that child and I express the wish that should I predecease my husband he will consult with my mother with regard to the upbringing education and welfare of our children

4 (a) I GIVE free of inheritance tax all my chattels to my Executors jointly (or if only one of them shall prove my Will to her or him)

(b) I DESIRE them (or if only one shall prove her or him)

(i) To give effect as soon as possible but not later than two years following my death to any written memorandum or notes of wishes of mine with regard to any of my chattels
(ii) Subject to any such wishes to hold my chattels (or the balance thereof) in accordance with Clause 5 of this my Will

(c) FOR the purposes of this Clause "chattels" shall have the same meaning as is assigned to the expression "personal chattels" in the Administration of Estates Act 1925 (including any car or cars that I may own at the time of my death)

(d) I DECLARE that all expenses for the safe custody of and insurance incurred prior to giving effect to my wishes and for packing transporting and insurance for the purposes of the delivery to the respective recipients of their particular chattels shall be borne by my residuary estate

5 SUBJECT to the payment or discharge of my funeral testamentary and administration expenses and debts and other liabilities I GIVE all my property and assets of every kind and wherever situate to my Executors and Trustees Upon trust either to retain (if they think fit without being liable for loss) all or any part in the same state as they are at the time of my death or to sell whatever and wherever they decide with power when they consider it proper to invest trust monies and to vary investments in accordance with the powers contained in the Schedule to this my Will and to hold the same UPON TRUST for such of them my children PRINCE WILLIAM and PRINCE HENRY as are living three months after my death and attain the age of twenty five years if more than one in equal shares PROVIDED THAT if either child of mine dies before me or within three months after my death and issue of that child are living three months after my death and attain the age of twenty one years such issue shall take by substitution if more than one in equal shares per stirpes the share that the deceased child of mine would have taken had he been living three months after my death but so that no issue shall take whose parent is then living and so capable of taking

6 MY EXECUTORS AND TRUSTEES shall have the following powers in addition to all other powers over any share of the Trust Fund

(a) POWER under the Trustee Act 1925 Section 31 to apply income for maintenance and to accumulate surplus income during a minority but as if the words "my Trustees think fit" were substituted in sub-section (1)(i) thereof for the words "may in all the circumstances be reasonable" and as if the proviso at the end of sub-section (1) thereof was ommitted

(b) POWER under the Trustee Act 1925 Section 32 to pay or apply capital for advancement or benefit but as if proviso (a) to sub-section (1) thereof stated that "no payment or application shall be made to or for any person which exceeds altogether in amount the whole of the presumptive or vested share or interest of that person in the trust property or other than for the personal benefit of that person or in such manner as to prevent limit or postpone his or her interest in possession in that share or interest"

7 THE statutory and equitable rules of apportionment shall not apply to my Will and all dividends and other payments in the nature of income received by the Trustees shall be treated as income at the date of receipt irrespective of the period for which the dividend or other income is payable

8 IT is my wish (but without placing them under any binding obligation) that my executors employ the firm of Mishcon de Reya of 21 Southampton Row London WC1B 5HS in obtaining a Grant of Probate to and administering my estate

9 ANY person who does not survive me by at least three months shall be deemed to have predeceased me for the purpose of ascertaining the devolution of my estate and the income thereof

10 IF at any time an Executor or Trustee is a professional or business person charges can be made in the ordinary way for all work done by that person or his firm or company or any partner or employee

THE SCHEDULE

MY Executors and Trustees (hereinafter referred to as "my Trustees") in addition to all other powers conferred on them by law or as the result of the terms of this my Will shall have the following powers

1 (a) FOR the purposes of any distribution under Clause 5 to appropriate all or any part of my said property and assets in or toward satisfaction of any share in my residuary estate without needing the consent of anyone

(b) FOR the purposes of placing a value on any of my personal chattels (as defined by the Administration of Estates Act 1925) so appropriated to use if they so decide such value as may have been placed on the same by any Valuers they instruct for inheritance tax purposes on my death or such other value as they may in their absolute discretion consider fair and my Trustees in respect of any of my personal chattels which being articles of national scientific historic or artistic interest are treated on such death as the subject of a conditionally exempt transfer for the purposes of the Inheritance Tax Act 1984 Section 30 (or any statutory modification or re-enactment thereof) shall in respect of any such appropriation place such lesser value as they in their absolute discretion consider fair after taking into account such facts and surrounding circumstances as they consider appropriate including the fact that inheritance tax for which conditional exemption was obtained might be payable by the beneficiary on there being a subsequent chargeable event

(c) TO insure under comprehensive or any other cover against any risks and for any amounts (including allowing as they deem appropriate for any possible future effects of inflation and increasing building costs and expenses) any asset held at any time by my Executors and Trustees And the premiums in respect of any such insurance may be discharged by my Executors and Trustees either out of income or out of capital (or partly out of one and partly out of the other) as my Executors and Trustees shall in their absolute discretion determine and any monies received by my Executors and Trustees as the result of any insurance insofar as not used in rebuilding reinstating replacing or repairing the asset lost or damaged shall be treated as if they were the proceeds of sale of the asset insured PROVIDED ALWAYS that my Executors and Trustees shall not be under any responsibility to insure or be liable for any loss that may result from any failure so to do

2 (a) POWER to invest trust monies in both income producing and non-income producing assets of every kind and wherever situated and to vary investments in the same full and unrestricted manner in all respects as if they were absolutely entitled thereto beneficially

(b) POWER to retain or purchase as an authorised investment any freehold or leasehold property or any interest or share therein of whatever nature proportion or amount (which shall be held upon trust to retain or sell the same) as a residence for one or more beneficiaries under this my Will and in the event of any such retention or purchase my Trustees shall have power to apply trust monies in the erection alteration improvement or repair of any building on such freehold or leasehold property including one where there is any such interest or share And my Trustees shall have power to decide (according to the circumstances generally) the terms and conditions in every respect upon which any such person or persons may occupy and reside at any such property (or have the benefit of the said interest or share therein)

(c) POWER to delegate the exercise of their power to invest trust monies (including for the purpose of holding or placing them on deposit pending investment) and to vary investments to any company or other persons or person whether or not being or including one or more of my Trustees and to allow any investment or other asset to be held in the names or name of such person or persons as nominees or nominee of my Trustees and to decide the terms and conditions in every respect including the period thereof and the commission fees or other remuneration payable therefor which commission fees or other remuneration shall be paid out of the capital and income of that part of the Trust Fund in respect of which they are incurred or of any property held on the same trusts AND I DECLARE that my Trustees shall not be liable for any loss arising from any act or omission by any person in whose favour they shall have exercised either or both their powers under this Clause

(d) POWER to retain and purchase chattels of every description under whatever terms they hold the same by virtue of the provisions of this my Will And in respect thereof they shall have the following powers

(i) To retain the chattels in question under their joint control and custody or the control and custody of any of them or to store the same (whether in a depository or warehouse or elsewhere)
(ii) To lend all or any of the chattels to any person or persons or body or bodies (including a museum or gallery) upon such terms and conditions as my Trustees shall determine
(iii) To cause inventories to be made
(iv) Generally to make such arrangements for their safe custody repair and use as having regard to the circumstances my Trustees may from time to time think expedient
(v) To sell the chattels or any of them and
(vi) To treat any money received as the result of any insurance in so far as not used in reinstating replacing or repairing any chattel lost or damaged as if it were the proceeds of sale of the chattel insured

(e) POWER in the case of any of the chattels of which a person of full age and capacity is entitled to the use but when such person's interest is less than an absolute one

(i) To cause an inventory of such chattels to be made in duplicate with a view to one part being signed by the beneficiary for retention by my Trustees and the other part to be kept by the beneficiary and to cause any such inventory to be revised as occasion shall require and the parts thereof altered accordingly
(ii) To require the beneficiary to arrange at his or her expense for the safe custody repair and insurance of such chattels in such manner as my Trustees think expedient and (where it is not practicable so to require the beneficiary) to make such arrangements as are referred to under paragraph (iv) of sub-clause (d) of this Clause

PROVIDED THAT my Trustees shall also have power to meet any expenses which they may incur in the exercise of any of their powers in respect of chattels out of the capital and income of my estate or such one or more of any different parts and the income thereof as they shall in their absolute discretion determine AND I FURTHER DECLARE that my Trustees shall not be obliged to make or cause to be made any inventories of any such chattels that may be held and shall not be liable for any loss injury or damage that may happen to any such chattels from any cause whatsoever or any failure on the part of anyone to effect or maintain any insurance

IN WITNESS whereof I have hereunto set my hand the day and year first above written

SIGNED by HER ROYAL HIGHNESS )
in our joint presence and )
then by us in her presence )

I DIANA PRINCESS OF WALES of Kensington Palace London W8 DECLARE this to be a First Codicil to my Will which is dated the first day of June One thousand nine hundred and ninety three

1. My Will shall be construed and take effect as if in clause 1 the name and address of Commander Patrick Desmond Christian Jermy Jephson were omitted and replaced by the following:

my sister Elizabeth Sarah Lavinia McCorquodale (known as The Lady Sarah McCorquodale) of Stoke Rochford Grantham Lincolnshire NG33 5EB

2. In all other respects I confirm my said Will.

IN WITNESS whereof I have hereunto set my hand this First day of February One thousand nine hundred and ninety six

SIGNED by HER ROYAL HIGHNESS )
in our joint presence and then )
by us in her presence )

Part 2

The Will of Diana, Princess of Wales

IN THE HIGH COURT OF JUSTICE

CHANCERY DIVISION

The Vice Chancellor Sir Richard Scott in Chambers

Friday the 19th day of December 1997

IN THE MATTER of the estate of Diana, Princess of Wales deceased

BETWEEN

(1) HIS ROYAL HIGHNESS PRINCE WILLIAM ARTHUR PHILIP LOUIS of WALES (a minor)

(2) HIS ROYAL HIGHNESS PRINCE HENRY CHARLES ALBERT DAVID of WALES (a minor)

Plaintiffs

and

(1) THE HONOURABLE FRANCES RUTH SHAND KYDD

(2) THE HONOURABLE LADY ELIZABETH SARAH LAVINIA McCORQUODALE

Defendants

ORDER

UPON the application of the Plaintiffs by Originating Summons

AND UPON HEARING Counsel for the Plaintiffs and for the Defendants

AND UPON READING the documents recorded on the Court File as having been read

AND UPON the First Defendant by her Counsel consenting to the terms of this Order in her capacity as a person interested in the said estate by reason of a partial intestacy

AND UPON the First Defendant by her Counsel undertaking to join in an election to claim the benefit of section 142(1) of the Inheritance Tax Act 1984 and section 62(6) of the Taxation of Chargeable Gains Act 1992 for the terms of the Arrangement in the Schedule to this Order in her capacity as a person beneficially interested in the said estate

AND UPON the Court being satisfied that the terms of the Arrangement (as defined below) are for the benefit of the minor Plaintiffs

AND UPON the Court being of the opinion that sufficient cause is shown within the meaning of section 1(1) of the Judicial Trustee Act 1896 for the appointment hereinafter made and that no security need be given in respect of that appointment

IT IS ORDERED as follows:

1. In this Order the following expressions bear the meaning hereby assigned to them:

(1) copyright in any literary artistic photographic or other work film sound recording or matter of any nature whatsoever and rights in or relating to any designs,

(2) performers' rights and related rights,

(3) trade or service marks and any goodwill, the rights to prevent passing off and similar actionable representations and any like right or interest, including rights to prevent or object to the registration or use of any trade or service mark, name or other sign, and the rights to prevent unfair competition.

(4) moral rights whether so called under the laws of the United Kingdom or otherwise, rights of publicity, privacy or personality, rights in or relating to the name, appearance, likeness, reputation, voice or any other characteristic or feature of Diana Princess of Wales,

(5) rights in or relating to any confidential information (whether in writing or not),

(6) rights to prevent any person from using or claiming any interest in any sign, mark, name or other thing arising out of the name, status or position of Diana, Princess of Wales,

(7) all rights similar, related to or equivalent to any of the above,

(8) all rights to take proceedings and any other action whatsoever in respect of any intellectual property rights (including the rights referred to in subparagraphs (1) to (7) above) and any accrued rights of action,

in each case whether such rights or interests are registered or unregistered, whether arising under the laws of the United Kingdom or of any other country in the world, whether such rights or interests exist or are created in the future and including any renewals extensions or revivals of any such rights or interests

2. The Arrangement is approved on behalf of the Plaintiffs pursuant to section 1 of the Variation of Trusts Act 1958.

3. The Right Reverend and Right Honourable Richard John Carew Chartres, Bishop of London ("the Judicial Trustee") is appointed pursuant to section 1(1) of the Judicial Trustee Act 1896 to be an executor of the Will jointly with the Defendants.

4. Subject to further Order the Judicial Trustee shall be under no obligation to furnish annual accounts to the Court.

5. All the assets of the Estate presently vested in the Defendants as executors of the Will, or to the benefit of which they are presently or prospectively entitled in that capacity shall vest in the Defendants and the Judicial Trustee jointly to be held by them upon the trusts of the Will as varied by this Order and without prejudice to the generality of the foregoing this vesting order shall comprehend

(1) The right to sue for and recover any thing in action or any interest in respect thereof including without prejudice to the generality of the foregoing all existing and future causes of action and all other entitlements arising out of or in respect of the Intellectual Property Rights

(2) The rights of the Defendants to assign, licence, sublicence, grant rights to sue in respect of, make applications for, prosecute the application for, register, oppose the registration by others of, enforce, or otherwise deal with the Intellectual Property Rights in any manner whatsoever

(3) The right to possession of all chattels

(4) The right to transfer all stock shares and other investments and the right to receive all dividends and other income or capital accruals in respect thereof.

6. The Defendants shall cause to be endorsed on the grant of Probate of the Will and Codicil, as and when granted, a Memorandum of this Order.

7. The Defendants are authorised and directed to elect to claim the benefit of section 142(1) of the Inheritance Tax Act 1984 and section 62(6) of the Taxation of Chargeable Gains Act 1992 for the terms of the Arrangement both on their own behalf as executors and on behalf of the Plaintiffs.

8. All the costs incurred by the next friend of the Plaintiffs since 30th October 1997 in representing the Plaintiffs' interests in connection with the administration of the estate, including the costs of and incidental to this application (and including the costs incurred in the preparation and negotiation of the Arrangement) shall be taxed on the indemnity basis unless agreed with the Executors and paid out of the estate in the course of administration. The hearing of this originating summons is certified fit for three Counsel for the Plaintiffs.

THE SCHEDULE

THE ARRANGEMENT

As from the date of this Order the Estate shall be administered and the trusts of the Will executed on the footing that the deceased died leaving a will and codicil in the terms of the Will and Codicil but subject to the following modifications to the Will.

Clauses 4 to 7 inclusive and Clause 10 and the Schedule to the Will shall be deleted and replaced by the following provisions. Clauses 8 and 9 of the Will shall be renumbered 14 and 15

4.

(1) I bequeath to my butler Paul Burrell the sum of £50,000 free of inheritance tax.

(2) I bequeath to my Executors jointly free of inheritance tax the chattels described in Part I of Appendix I below to be held by them upon trust within 12 months of the date of my death to distribute all or such of the said chattels as they may in their absolute discretion select among such one or more of my Godchildren (whose names appear in Part II of Appendix I) as my Executors may in their absolute discretion think fit.

(3) In the execution of the power conferred by sub-clause (2) above my Executors shall be entitled to rely on the receipt of a parent or guardian of any Godchild who is a minor.

(4) All expenses for the sate custody of and insurance incurred prior to their distribution of the said chattels and for packing transporting and insurance for the purposes of deliver to the respective recipients of any chattels distributed shall be borne by my residuary estate.

(5) Any of the chattels referred to in the previous subclause which have nor been distributed within 12 months of the date of my death shall be held by my Executors on the trusts of the Residuary Fund, as defined below.

5.

(1) I bequeath to my Trustees (as defined below) free of inheritance tax the assets described below as comprising the Discretionary Fund to be held by them upon the trusts and with and subject to the powers and provisions hereinafter declared.

(2) In this clause the following expressions bear the meanings assigned to them below:

(3) During the Perpetuity Period my Trustees shall apply the income of the Discretionary Fund and may pay or apply any part of parts of the capital thereof to or for the benefit of all or such one or more to the exclusion of the other or others of the Discretionary Beneficiaries if more than one in such shares and in such manner generally as they shall in their absolute discretion think fit.

(4) During the period of twenty-one years from the date of my death my Trustees shall have power instead of paying or applying the income of the Discretionary Fund in accordance with the preceding clause to accumulate it, and all such accumulations shall be treated as accretions to the capital of the Discretionary Fund for all purposes.

(5) Without prejudice to any prior payment or application of income or capital my Trustees shall have power at any time or times during the Perpetuity Period by deed or deeds revocable or irrevocable to appoint that the capital and income of the Discretionary Fund or any part thereof shall be held upon with and subject to such trusts powers and provisions in favour or for the benefit of all or such one or more to the exclusion of the other or others of the Discretionary Beneficiaries if more than one in such shares and in such manner generally as my Trustees may in their absolute discretion think fit And so that without prejudice to the generality of this power my Trustees may in the exercise thereof and subject to the rules against remoteness

(a) create or delegate powers and discretions over capital or income (including powers of further delegation) whether of a dispositive or administrative nature and whether exercisable by my Trustees or any other person or persons in the same unrestricted manner as if they were absolute beneficial owners of the property thereby appointed; and

(b) transfer all or any part of the capital or income of the Discretionary Fund to the trustees of any other trust or settlement under which the settled property subject thereto is held on trusts for the benefit of all or any one or more of the Discretionary Beneficiaries.

(6) Subject to the exercise of the foregoing powers my Trustees shall hold the Discretionary Fund at the expiry of the Perpetuity Period on trust for Prince William and Prince Henry, in equal shares absolutely.

(7) Without prejudice to the generality of the powers conferred by sub-clauses (3) and (5) above my Trustees may, with a view to applying some or all of the Discretionary Fund Intellectual Property Rights or the income therefrom for the benefit of a Charity, exercise the powers conferred on them by paragraph (28) of Appendix II below by entering into arrangements with the Charity in question, or with some other Charity, under the terms of which the Discretionary Fund Intellectual Property Rights subject to the arrangement can be exploited for the benefit of the Charity intended to benefit on terms such that the Discretionary Fund receives either no consideration or a consideration less than the full consideration obtainable having regard to the value or the benefit of the arrangement to the Charity in question.

(8) In the execution of the foregoing trusts my Trustees shall, in addition to any powers conferred on them by the general law, have the benefit of the powers and immunities set out in Appendix II below Provided Always that none of the said powers shall be capable of being exercised in such a way as would be in any way inconsistent with the beneficial trusts from time to time subsisting in respect of the Discretionary Fund

(9) My Trustees (being not less than two in number or a trust corporation) may at any time or times before the expiry of the Perpetuity Period by deed extinguish (or restrict the future exercise of) all or any of the powers contained in this clause 5 and all or any of the additional powers (but not any of the restrictions applicable thereto) contained in Appendix II

6. I give all my property not hereby or by any codicil hereto otherwise effectively disposed of to my Executors to hold on trust to sell call in and convert the same into money (so far as not already consisting of money) with power to postpone the sale calling in and conversion thereof (even as regards property of a terminable hazardous or wasting nature) in the absolute discretion of my Executors without being liable for loss and to hold the net proceeds and my ready money upon the following trusts:

(1) Upon trust to pay thereout (in exoneration of any property which would otherwise be liable for payment of the same) all funeral and testamentary expenses and debts and any general legacies given by this Will or any Codicil hereto and any tax or duty arising in respect of my death (even if not a testamentary expense) on all gifts in this Will and any Codicil hereto given free of such tax or duty

(2) Upon trust if necessary to invest the remainder after such payment in or upon any investments authorised by the provisions of Appendix II below

(3) Upon trust to stand possessed of such investments and such of my estate as remains for the time being unsold and my ready money and all property from time to time representing the same (hereinafter referred to as "my Residuary Estate") upon trust for my Trustees, to be held by them on the trusts declared by clause 8 below.

7. In the event of the assets subject to clause 6 above being insufficient to meet all of the liabilities referred to in clause 6(1) the settled legacy on the trusts of the Discretionary Fund made by clause 5 above shall abate in priority to and in exoneration of the legacies given by clause 4 above.

8. (1) In this clause the following expressions bear the meanings assigned to them below:

(2) My Trustees shall hold the Residuary Fund and the income thereof upon trust for such of the Principal Beneficiaries as shall either:

(a) attain the age of 25 years or

(b) die under the age of 25 years leaving a child or children living (or en ventre sa mere) at his death

and if more than one in such shares as my Trustees (being at least two in number or a trust corporation) shall by any deed or deeds revocable or irrevocable executed so as to comply with sub-clause (3)(c) below appoint and until and subject to and in default of any such appointment in equal shares.

(3) Subject to sub-clause (c) of this sub-clause any appointment made in exercise of the power conferred by sub-clause (2) above:

(a) may provide for any share or shares in the Residuary Fund to be ascertained either by reference to a fraction or fractions of the Residuary Fund or by reference to any sum or sums of money or by reference to (or to the value of) any specific assets then forming part of the Residuary Fund and

(b) may (if my Trustees think fit) expressly provide that the whole or any part or parts of the accumulations of income then forming part of the presumptive share of one Principal Beneficiary in the Residuary Fund shall thereafter go and accrue to and form part of the presumptive share of the other Principal Beneficiary in the Residuary Fund But in default of any such express provision all such accumulations of income shall continue to belong to the presumptive share to which they solely belonged immediately prior to such appointment

(c) No appointment in exercise of the power conferred by sub-clause (2) of this clause shall be made and no such appointment shall be revoked either:

(4) The foregoing trusts shall carry the intermediate income and the following provisions relating to maintenance and accumulation shall apply to the income of the presumptive share for the time being of each Principal Beneficiary who is alive and under the age of 25 years namely:

(a) my Trustees shall have power to pay or apply the whole or such part (if any) of such income as my Trustees in their absolute discretion shall think fit for or towards the maintenance or otherwise for the benefit of the Principal Beneficiary in question and

(b) shall accumulate the balance (if any) of the same income at compound interest by investing the same and the resulting income thereof in any of the investments authorised by this Will and shall add such accumulations as an accretion to (and as one fund for all purposes with) the presumptive share in the capital of the Residuary Fund of the Principal Beneficiary in question Provided Always that my Trustees may while a Principal Beneficiary is alive and under the age of 25 years apply such accumulations of income to the extent of his presumptive share in them (or any part thereof) as if they were income arising in the then current year from the presumptive share of that Principal Beneficiary in the Residuary Fund

(5) The share in the Residuary Fund of each Principal Beneficiary (whether under any exercise of the power of appointment herein contained or in default of appointment) shall not vest in him absolutely if he shall attain the age of 25 years or shall die under that age leaving a child or children living (or en ventre sa mere) at his death (as the case may be) but on and after the attainment of such age or on and after such death (as the case may be) such share shall be retained by my Trustees upon and with and subject to the following trusts powers and provisions or (in particular where the Principal Beneficiary has died as aforesaid) such of the same as are capable of taking effect namely:

(a) The share of each Principal Beneficiary shall be held upon trust to pay the income thereof to such Principal Beneficiary during his life

(b) Each Principal Beneficiary shall after he has attained the age of 25 years have power (due regard being had to the law concerning remoteness) to appoint by any deed or deeds revocable or irrevocable or by will or codicil to or for the benefit of his widow an interest in the whole or any part of the income of his share during the remainder of the life of such widow (whether or not such widow shall have remarried) or for any less period and any such appointment may be made upon protective trusts or otherwise for the benefit of such widow and subject to any conditions which such Principal Beneficiary may think proper

(c) Subject as hereinbefore provided in this clause the share of each Principal Beneficiary shall be held (both as to the capital and income) upon with and subject to such trusts powers and provisions in favour or for the benefit of all or such one or more to the exclusion of the other or others of the children or remoter issue of the Principal Beneficiary and if more than one in such shares and in such manner generally as the Principal Beneficiary may by deed or deeds revocable or irrevocable or by will or codicil in his absolute discretion appoint And so that without prejudice to the generality of this power he may in the exercise thereof and subject to the rules against remoteness

(6)

(a) Notwithstanding the trusts powers and provisions herein before contained (but subject as provided in sub-clause (b) of this sub-clause) my Trustees may at any time or times during the lifetime of a Principal Beneficiary pay or transfer to or apply for the benefit of such Principal Beneficiary the whole or any part of the capital of his share or presumptive share in the Residuary Fund freed and discharged from all the trusts powers and provisions of this Will (and so that any capital so paid or transferred or applied shall be brought into account at its value at the date of payment transfer or application in any division of the Residuary Fund into shares) Provided always that any capital which is applied for the benefit of a Principal Beneficiary under the foregoing power at any time before such Principal Beneficiary has attained the age of 25 years shall not be capable of being applied in any manner inconsistent with the requirements of conditions (a) and (b) of Section 71(1) of the Inheritance Tax Act 1984 (or any statutory modification or re-enactment thereof) and

(b) My Trustees (being at least two in number or a trust corporation) may at any time or times after a Principal Beneficiary has attained the age of 18 years and with his consent in writing by deed or deeds extinguish (or restrict the future exercise of) the power conferred by sub-clause (a) of this sub-clause so far as it affects or is capable of affecting the share or presumptive share in the Residuary Fund of that Principal Beneficiary

(c) After a Principal Beneficiary has attained the age of 30 years my Trustees shall be bound in the exercise or non-exercise of the power conferred by sub-clause (a) above to comply with his wishes from time to time communicated to them in writing unless my Trustees are satisfied that there is some exceptional reason why it is in the Principal Beneficiary's interests that his wishes should not be complied with (the Principal Beneficiary being entitled to be supplied with written reasons for that conclusion)

(d) No power of advancement shall apply to the trusts declared by sub-clause (2) above other than that contained in this sub-clause.

(7) Subject to the trusts powers and provisions engrafted thereon by sub-clause (5) above and subject also to sub-clause (6) hereof the share in the Residuary Fund (whether under any exercise of the power of appointment contained in sub-clause (2) hereof or in default of appointment) of each Principal Beneficiary who attains the age of 25 years or who has died under the age of 25 years leaving a child or children living or en ventre sa mere at his death (as the case may be) if and so far as not disposed of by such engrafted trusts powers and provisions or previously paid or applied (except merely by accumulation) thereunder or under sub-clause (6) above shall:

(a) go and accrue for all purposes to the share (whether presumptive or vested) of the other Principal Beneficiary if the trusts thereof are then subsisting (including any share to which any person or persons is or are then entitled absolutely) and

(b) be held upon the trusts and with and subject to the powers and provisions herein contained concerning the original share of that other Principal Beneficiary

(8) In the event of the failure in whole or in part of any of the foregoing trusts my Trustees shall have power during the Perpetuity Period to pay or apply all or part of the Residuary Fund, or that part the trusts of which have failed, and the income thereof, to or for the benefit of all or such one or more of the following, class of beneficiaries and in such shares, if more than one, as they shall in their absolute discretion think fit namely:

(a) such of Her Majesty Queen Elizabeth II her children and remoter issue as are living at the date of the failure of the trusts in question

(b) such of the children and remoter issue of the late Edward John 8th Earl Spencer as are living at the date of the failure of the trusts in question

(c) any Charity then in existence and subject to any exercise of the foregoing power the capital and income of the Residuary Fund shall be held upon trust for Her Majesty Queen Elizabeth II absolutely

(9) In the execution of the foregoing trusts my Trustees shall, in addition to any powers conferred on them by the general law, have the benefit of the powers and immunities set out in Appendix II below Provided always that none of the said powers shall be capable of being exercised in such a way as:

(a) would be in any way inconsistent with the beneficial trusts from time to time subsisting in respect of the Residuary Fund

(b) would or might present an interest in possession of any beneficiary from subsisting or continuing to subsist in the whole or any part of the Residuary Fund in any case where such an interest otherwise would subsist or continue to subsist or

(c) would prevent Section 71 of the Inheritance Tax Act 1984 (or any statutory modification or re-enactment thereof) from applying in respect of the whole or any part of the Residuary Fund in any case where that section (or modification or re-enactment thereof otherwise would so apply

(10) My Trustees (being not less than two in number or a trust corporation) may at any time or times before the expiry of the Perpetuity Period deed extinguish (or restrict the future exercise of all or any of the additional powers (but not any of the restrictions applicable thereto) contained in Appendix II

9. In the administration of my estate and in the execution of the trusts declared by this Will:

(1) all income shall be treated as accruing on the date on which it becomes payable regardless of the period in respect of which it shall have accrued and it shall not be the subject of any statutory apportionment and

(2) the equitable rules of apportionment between capital and income shall not apply in any circumstances whatever and in particular shall not apply to any assets in respect of which my trustees have not made any deliberate decision to postpone the sale thereof.

10. The powers conferred on my Trustees by clauses 5 and 8 (including the powers set out in .Appendix II hereto) above may be exercised by them at any time after the date of my death notwithstanding that no grant of probate has then been obtained or that the administration of my estate has not then been completed.

11. In the professed administration of my estate and in the professed execution of the trusts of this Will none of my Executors or Trustees shall be liable for any act or omission of his or for any act or omission of any co-Executor or co-Trustee of his or for any agent employed in the administration of my estate or the execution of the said trusts save for any act or omission involving wilful fraud or dishonesty committed by the Executor or Trustee sought to be made liable.

12. Any of my Executors or Trustees who shall be an individual engaged or employed in any profession or business either alone or in partnership shall be entitled to charge and be paid and to retain all professional or other proper charges for any business done or time spent or services rendered by him or his firm (whether or not within the usual scope of his profession or business and even if not of a nature requiring the employment of a professional or business person) in connection with the administration of my estate or with the trusts powers and provisions of this will and shall also be entitled to retain any share of brokerage or commission paid to him or his firm by any broker agent or insurance office in connection with any acquisition of or dealing with any investments or property or the effecting or payment of any premium on any policy of insurance subject or intended to become subject to the trusts hereof or any such assurance.

13.

(1) Subject to sub-clause (4) below the statutory power of appointing new or additional trustees of my Will shall be vested in my Trustees.

(2) In the exercise of the said power my Trustees may appoint separate trustees of the Discretionary Fund and/or the Residuary Fund, and within the Residuary Fund they may appoint separate trustees (who may include one or more of themselves) of the share or presumptive share of each Principal Beneficiary.

(3) In the event of separate trustees of part only of the property subject to the trusts of this Will being appointed, the statutory power of appointing new or additional trustees of the trusts affecting that part of such property shall, subject to sub-clause (4) below, thenceforth be vested in the trustees from time to time of that part.

(4) After he has attained the age of 30 years:

Provided that if no separate trustees of that Principal Beneficiary's share have previously been appointed the making of any appointment under this power shall take effect as if immediately before it came into effect my Trustees had appointed themselves separate trustees of that share pursuant to sub-clause (2) above

(5) The consent of the trustees of a Principal Beneficiary's share of the Residuary Fund to an exercise of the Principal Beneficiary's foregoing power shall not be withheld unless those trustees are satisfied that there is some exceptional reason why, in the Principal Beneficiary's interests, his appointment should not be consented to (the Principal Beneficiary being entitled to be supplied with written reasons for that conclusion).

(6) The requirement for the trustees consent provided for in sub-clause (4) above shall not prejudice the trustees right to object to the validity or propriety of any attempted appointment by the Principal Beneficiary on any other ground open to them under the general law.