ARTICLE I
STATEMENT ON FAMILY MEMBERS

I am not married, and I have one adult child and two (2) grandchildren, to wit: my son, JOSEPH PAUL DIMAGGIO, JR., and my grandchildren, KATHERINE MARIE DIMAGGIO and PAULA SUE DIMAGGIO, both of whom are adopted children of my said son.

ARTICLE II
PAYMENT OF DEBTS, TAXES AND COSTS OF ADMINISTRATION

I direct that all estate, inheritance, succession and other death taxes of any nature, together with any interest and penalties thereon, which may be levied or assessed by reason of my death by the laws of any state or of the United States with respect to property passing under this Will or any other property shall be considered a cost of administration of my estate, and that such taxes, together with all debts which I am legally obligated to pay at the time of my death, my last illness and funeral expenses and other costs of administration of my estate, shall be paid out of my residuary estate. In the event my residuary estate is insufficient to pay such debts, expenses, costs and taxes, I direct that the amount thereof in excess of residuary estate shall be paid from other assets in the order provided by law. I authorize my Personal Representative to pay any and all of my debts which it feels, in its sole judgment and discretion, to be just and reasonable without the necessity of a formal claim being filed in the court by the creditor; provided, however, that my Personal Representative shall file its sworn statement with the court as to such debts paid within the prescribed time provided by law.

I authorize my Personal Representative to spend such sums for funeral expenses, the acquisition of a burial site, the erection of a suitable headstone or monument over my grave and for the perpetual care of my grave as he may think proper, without regard to any provisions of law limiting such expenditures.

ARTICLE III
CASH BEQUESTS

I hereby give and bequeath the sum of One Hundred Thousand Dollars ($100,000) to my nephew, JOSEPH DIMAGGIO (son of my deceased brother, MIKE DIMAGGIO).

ARTICLE IV
BEQUEST OF TANGIBLE PERSONAL PROPERTY

A. I hereby give and bequeath to my granddaughter, PAULA SUE DIMAGGIO, outright, if living, any and all tangible personal property, (excluding cash, stocks, bonds and real estate) which I may own at the time of my death. This bequest includes, but is not limited to, household furnishings, silverware, china or linens, automobiles and jewelry together with all the prepaid insurance policies on the above items. If PAULA SUE DIMAGGIO shall not survive me, then I give, devise and bequeath to her surviving issue, in equal shares per stirpes, all my tangible personal property (excluding cash, stocks, bonds and real estate) which I may own at the time of my death. This bequest includes, but is not limited to, household furnishings, silverware, china or linens, automobiles and jewelry together with all prepared insurance policies on the above items.

B. Alternate Bequest. If there is no living issue of PAULA SUE DIMAGGIO, then I bequeath any and all of my tangible personal property to my granddaughter, KATHERINE MARIE DIMAGGIO, outright, if living, if not, then to her issue, in equal shares, per stirpes. My granddaughter's issue shall divide such property among themselves amicably if able to do so; otherwise, my Personal Representative shall make the division in any manner deemed advisable, and the decisions of my Personal Representative shall be final and binding on all concerned.

If any beneficiary should be under the age of eighteen (18) years at the time distribution is required to be made to him or her under this Article of my Last Will and Testament, my Personal Representative is authorized to distribute such beneficiary's portion of this property to any suitable person selected by them, to be free of trust, for distribution to such beneficiary when he or she reaches his or her majority, and a receipt of such person shall constitute a complete acquittance to my Personal Representative.

C. Any property that is not distributed under this Article because the named beneficiary does not survive me, shall pass under and be distributed as part of residuary estate.

ARTICLE V
YANKEE CLIPPER ENTERPRISES, INC.

I hereby direct that my Personal Representative liquidate the corporation, YANKEE CLIPPER ENTERPRISES, INC., of which I owe one hundred percent (100%) of the outstanding stock as soon after ny death as possible. My personal Representative shall have the power to appoint directors and officers of YANKEE CLIPPER ENTERPRISES, INC. to effectuate the necessary liquidation of the corporation. I direct that all real estate owned by the corporation be sold as soon as possible after my death. I direct that the assets of the Corporation on liquidation be distributed to my residuary estate pursuant to the terms and conditions thereof.

ARTICLE VI
GREAT GRANDCHILDREN'S TRUSTS

I give, devise and bequeath the following:

(A) The sum of Two Hundred Fifty Thousand Dollars ($250,000) to my Trustees IN TRUST, for the following uses and purposes, said Trust to be know as the KENDAHL R. STEIN TRUST:

(1) Use of Income. My Trustee shall distribute all of the net income of the Trust on a monthly or more convenient basis, but at least quarterly, to or for the benefit of my great granddaughter, KENDAHL R. STEIN.

While any beneficiary is under the age of twenty-one (21), the Trustee shall use so much of the income of her fund for her reasonable support, comfort and education, as the Trustee determines to be required for these purposes. After she attains the age of twenty-one (21), the Trustee shall pay all of the current net income of her fund for her.

(2) Discretionary Distribution of Principal. In addition, my Trustee may distribute to or for the benefit of my great granddaughter, KENDAHL R. STEIN , from her Trust, so much of the principal of the Trust as may be needed for her proper maintenance, support, education, health and welfare. Said distribution shall be at the sole and absolute discretion of my Trustee and any such distribution made by my Trustee shall be final and binding upon all persons whomsoever, and my Trustee shall be liable only for their acts or gross negligence and willful misconduct. The decision of my Trustee shall not be questioned by any beneficiary.

(3) Mandatory Distribution of Principal. My Trustee shall distribute to my great granddaughter, KENDAHL R. STEIN, from her separate Trust one-third (1/3) of the principal of her fund at the age of thirty (30). When my granddaughter shall have attained the age of thirty-five(35) years, the Trustee shall distribute to her one-half (1/2) of the remaining principal of her fund. When my granddaughter shall have attained the age of forty (40) years, the Trustee shall distribute to her the balance of the funds.

(4) Death of Great Grandchild. Should my great granddaughter, KENDAHL R. STEIN, die before her separate Trust has been distributed absolutely to her, the then remaining principal of such Trust shall be distributed to her issue, in equal shares, per stirpes, and if none, then to her brother, MITCHELL J. STEIN, if living, and if not, then to her brother's issue, in equal shares, per stirpes. Any portion thereof so divided and set apart for any issue who is the beneficiary of a separate trust hereunder which has not yet been fully distributed shall be added to the principal of such trust and managed and distributed as a part thereof under the terms of this Article; and any portion thereof set apart for any issue who is the beneficiary of a separate trust hereunder which has been fully distributed shall be distributed absolutely to such issue.

(B) The sum of Two Hundred Fifty Thousand Dollars ($250,000) to my Trustees, IN TRUST, for the following uses and purposes, said Trust to be know as the MITCHELL J. STEIN TRUST:

(1) Use of Income. My Trustee shall distribute all of the net income of the Trust on a monthly or more convenient basis, but at least quarterly, to or for the benefit of my great granddaughter, MITCHELL J. STEIN.

While any beneficiary is under the age of twenty-one (21), the Trustee shall use so much of the income of his fund for his reasonable support, comfort and education, as the Trustee determines to be required for these purposes. After he attains the age of twenty-one (21), the Trustee shall pay all of the current net income of his fund to him.

(2) Discretionary Distribution of Principal. In addition, my Trustee may distribute to or for the benefit of my great grandson, MITCHELL J. STEIN, from his Trust, so much of the principal of the Trust as may be needed for his proper maintenance, support, education, health and welfare. Said distribution shall be at the sole and absolute discretion of my Trustee and any such distribution made by my Trustee shall be final and binding upon all persons whomsoever, and my Trustee shall be liable only for their acts or gross negligence and willful misconduct. The decision of my Trustee shall not be questioned by any beneficiary.

(3) Mandatory Distribution of Principal. My Trustee shall distribute to my great grandson, MITCHELL J. STEIN, from his separate Trust one-third (1/3) of the principal of his fund at the age of thirty (30). When my grandson shall have attained the age of thirty-five(35) years, the Trustee shall distribute to him one-half (1/2) of the remaining principal of his fund. When my grandson shall have attained the age of forty (40) years, the Trustee shall distribute to him the balance of the funds.

(4) Death of Great Grandchild. Should my great grandson, MITCHELL J. STEIN, die before his separate Trust has been distributed absolutely to him, the then remaining principal of such Trust shall be distributed to his issue, in equal shares, per stirpes, and if none, then to his sister brother, KENDAHL R. STEIN, if living, and if not, then to his sister's issue, in equal shares, per stirpes. Any portion thereof so divided and set apart for any issue who is the beneficiary of a separate trust hereunder which has not yet been fully distributed shall be added to the principal of such trust and managed and distributed as a part thereof under the terms of this Article; and any portion thereof set apart for any issue who is the beneficiary of a separate trust hereunder which has been fully distributed shall be distributed absolutely to such issue.

(A) The sum of Five Hundred Thousand Dollars ($500,000) to my Trustees, IN TRUST, for the following uses and purposes, said Trust to be know as the VALERIE F. HAMRA TRUST:

(1) Use of Income. My Trustee shall distribute all of the net income of the Trust on a monthly or more convenient basis, but at least quarterly, to or for the benefit of my great granddaughter, VALERIE F. HAMRA .

While any beneficiary is under the age of twenty-one (21), the Trustee shall use so much of the income of her fund for her reasonable support, comfort and education, as the Trustee determines to be required for these purposes. After she attains the age of twenty-one (21), the Trustee shall pay all of the current net income of her fund for her.

(2) Discretionary Distribution of Principal. In addition, my Trustee may distribute to or for the benefit of my great granddaughter, VALERIE F. HAMRA, from her Trust, so much of the principal of the Trust as may be needed for her proper maintenance, support, education, health and welfare. Said distribution shall be at the sole and absolute discretion of my Trustee and any such distribution made by my Trustee shall be final and binding upon all persons whomsoever, and my Trustee shall be liable only for their acts or gross negligence and willful misconduct. The decision of my Trustee shall not be questioned by any beneficiary.

(3) Mandatory Distribution of Principal. My Trustee shall distribute to my great granddaughter, VALERIE F. HAMRA, from her separate Trust one-third (1/3) of the principal of her fund at the age of thirty (30). When my granddaughter shall have attained the age of thirty-five (35) years, the Trustee shall distribute to her one-half (1/2) of the remaining principal of her fund. When my granddaughter shall have attained the age of forty (40) years, the Trustee shall distribute to her the balance of the funds.

(4) Death of Great Grandchild. Should my great granddaughter, VALERIE F. HAMRA, die before her separate Trust has been distributed absolutely to her, the then remaining principal of such Trust shall be distributed to her issue, in equal shares, per stirpes, and if none, then to her sister VANESSA S. HAMRA, if living, and if not, then to her sister's issue, in equal shares, per stirpes. Any portion thereof so divided and set apart for any issue who is the beneficiary of a separate trust hereunder which has not yet been fully distributed shall be added to the principal of such trust and managed and distributed as a part thereof under the terms of this Article; and any portion thereof set apart for any issue who is the beneficiary of a separate trust hereunder which has been fully distributed shall be distributed absolutely to such issue.

(A) The sum of Five Hundred Thousand Dollars ($500,000) to my Trustees, IN TRUST, for the following uses and purposes, said Trust to be know as the VANESSA S. HAMRA TRUST:

(1) Use of Income. My Trustee shall distribute all of the net income of the Trust on a monthly or more convenient basis, but at least quarterly, to or for the benefit of my great granddaughter, VANESSA S. HAMRA .

While any beneficiary is under the age of twenty-one (21), the Trustee shall use so much of the income of her fund for her reasonable support, comfort and education, as the Trustee determines to be required for these purposes. After she attains the age of twenty-one (21), the Trustee shall pay all of the current net income of her fund for her.

(2) Discretionary Distribution of Principal. In addition, my Trustee may distribute to or for the benefit of my great granddaughter, VANESSA S. HAMRA , from her Trust, so much of the principal of the Trust as may be needed for her proper maintenance, support, education, health and welfare. Said distribution shall be at the sole and absolute discretion of my Trustee and any such distribution made by my Trustee shall be final and binding upon all persons whomsoever, and my Trustee shall be liable only for their acts or gross negligence and willful misconduct. The decision of my Trustee shall not be questioned by any beneficiary.

(3) Mandatory Distribution of Principal. My Trustee shall distribute to my great granddaughter, VANESSA S. HAMRA , from her separate Trust one-third (1/3) of the principal of her fund at the age of thirty (30). When my granddaughter shall have attained the age of thirty-five (35) years, the Trustee shall distribute to her one-half (1/2) of the remaining principal of her fund. When my granddaughter shall have attained the age of forty (40) years, the Trustee shall distribute to her the balance of the funds.

(4) Death of Great Grandchild. Should my great granddaughter, VANESSA S. HAMRA , die before her separate Trust has been distributed absolutely to her, the then remaining principal of such Trust shall be distributed to her issue, in equal shares, per stirpes, and if none, then to her sister VALERIE F. HAMRA, if living, and if not, then to her sister's issue, in equal shares, per stirpes. Any portion thereof so divided and set apart for any issue who is the beneficiary of a separate trust hereunder which has not yet been fully distributed shall be added to the principal of such trust and managed and distributed as a part thereof under the terms of this Article; and any portion thereof set apart for any issue who is the beneficiary of a separate trust hereunder which has been fully distributed shall be distributed absolutely to such issue.

ARTICLE VII
RESIDUARY ESTATE

All of the rest, residue and remainder of my estate of every kind, nature and sort whatsoever, real personal or mixed, legal or equitable and wheresoever situated, which I may own, possess, hold or be seized of or entitled to, or over which I have any power of appointment at the time of my death, together with the income, rents, profits, interest and increments thereof, which may arise or accrue therefrom, I give, devise and bequeath as follows:

A. Forty-five percent (45%) to the JOSEPH PAUL DIMAGGIO, JR., TRUST to be held, IN TRUST, by my Trustees hereinafter named, for the following uses and purposes:

(1) Use of Income. My Trustee shall distribute the total amount sum of Twenty Thousand Dollars ($20,000) of the net income of the Trust on a monthly or more convenient basis, but at least quarterly, to my son, JOSEPH PAUL DIMAGGIO, JR. All net income in excess of Twenty Thousand Dollars ($20,000.00) shall be accumulated and added to the principal of the Trust. Notwithstanding the fair market value of the assets of his Trust, this provision as to the net income must be strictly adhered to.

(2) Discretionary Distribution of Principal. In addition, my Trustee may distribute to or for the benefit of my son, from his Trust, so much of the principal of the Trust as may be needed for his proper maintenance, support, health and welfare. Said distribution shall be at the sole and absolute discretion of my Trustee and any such distribution made by my Trustee shall be liable only for their acts or gross negligence and willful misconduct. The decision of my Trustee shall not be questioned by any beneficiary.

(3) General Power of Appointment. Upon the death of my son, JOSEPH P. DIMAGGIO, JR., all of the remaining principal and accumulated income of the JOSEPH P. DIMAGGIO, JR. TRUST shall be distributed as my son, JOSEPH P. DIMAGGIO, JR., may appoint by his Will and by specific reference to this Power of Appointment. The Appointment may be made only to discharge his personal legal obligations owing at his death. Any property that remains in the Trust at the death of my son that has not been appointed by his Will in accordance with the above power vested in him shall be used to pay such portion of the estate taxes payable upon his estate but not more than the difference between the amount of those taxes that would be payable upon his taxable estate exclusive of the value of this trust and the amount of the taxes payable.

(4) Distribution Upon Death of Son if Power of Appointment is Not Exercised. In the default of effective exercise of the above-referenced General Power of Appointment, the remaining principal shall be distributed as follows:

(a) Thirty percent (30%) to the KATHERINE MARIE DIMAGGIO TRUST created under this my Last Will and Testament.

(b) Seventy percent (70%) to the PAULA SUE DIMAGGIO TRUST created under this my Last Will and Testament.

B. Fifteen percent (15%) to the KATHERINE MARIE DIMAGGIO TRUST, to be held, IN TRUST, by my Trustees hereinafter named, for the following uses and purposes:

(1) Use of Income. My Trustee shall distribute all of the net income to or for the benefit of my granddaughter, KATHERINE MARIE DIMAGGIO, from her Trust on a monthly or more convenient basis, but at least quarterly.

(2) Discretionary Distribution of Principal. In addition, my Trustee may distribute to or for the benefit of my granddaughter, KATHERINE MARIE DIMAGGIO, from her Trust, so much of the principal of the Trust, so much of the principal of the Trust as may be needed for per proper maintenance, support, education, health and welfare. Said distribution shall be at the sole and absolute discretion of my Trustee and any such distribution made by my Trustee shall be final and binding upon all persons whomsoever, and my Trustee shall be liable only for their acts or gross negligence and willful misconduct. The decision of my Trustee shall not be questioned by any beneficiary.

(3) General Power of Appointment. Should my granddaughter, KATHERINE MARIE DIMAGGIO, die before her separate Trust has been distributed absolutely to her, the then remaining principal of such Trust shall be distributed, upon the death of my granddaughter as she may appoint by her Will and by specific reference to this Power of Appointment. The appointment may be made only to discharge her personal legal obligations owing at her death. Any property that remains in the Trust at the death of my granddaughter that has not been appointed by her Will in accordance with the above power vested in her shall be used to pay such portion of the estate taxes payable upon her estate as may be requested by the Personal Representative of her estate but not more than the difference between the amount of those taxes that would be payable upon her taxable estate exclusive of the value of this Trust and the amount of the taxes payable.

(4) Distribution Upon Death of Granddaughter if Power of Appointment is Not Exercised. In the default of effective exercise of the above-referenced General Power of Appointment, the remaining principal shall be distributed to her living issue, per stirpes, subject to the same terms and provisions of the Trusts created for her children's benefits in Article VII of this, my Last Will and Testament. In the event there are no such issue then living, the then remaining principal of the separate trust of my deceased granddaughter shall be distributed to the PAULA SUE DIMAGGIO TRUST. Any portion thereof so divided and set apart for any issue who is the beneficiary of a separate trust hereunder which has not yet been fully distributed shall be added to the principal of such trust and held in further trust and managed and distributed as a part thereof under the terms of this Article; and any portion thereof set apart for any issue who is the beneficiary of a separate trust hereunder which has been fully distributed shall be distributed absolutely to such issue.

C. Forty percent (40%) to the PAULA SUE DIMAGGIO TRUST, to be held, IN TRUST by my Trustees hereinafter named, for the for the following uses and purposes:

(1) Use of Income. My Trustee shall distribute all of the net income to or for the benefit of my granddaughter, PAULA SUE DIMAGGIO, from her Trust on a monthly or more convenient basis, but at least quarterly.

(2) Discretionary Distribution of Principal. In addition, my Trustee may distribute to or for the benefit of my granddaughter, PAULA SUE DIMAGGIO, from her Trust, so much of the principal of the Trust as may be needed for her proper maintenance, support, education, health and welfare. Said distribution shall be at the sole and absolute discretion of my Trustee and any such distribution made by my Trustee shall be final and binding upon all persons whomsoever, and my Trustee shall be liable only for their acts or gross negligence and willful misconduct. The decision of my Trustee shall not be questioned by any beneficiary.

(3) General Power of Appointment. Should my granddaughter, PAULA SUE DIMAGGIO, die before her separate Trust has been distributed absolutely to her, the then remaining principal of such Trust shall be distributed, upon the death of my granddaughter as she may appoint by her Will and by specific reference to this Power of Appointment. The appointment may be made only to discharge her personal legal obligations owing at her death. Any property that remains in the Trust at the death of my granddaughter that has not been appointed by her Will in accordance with the above power vested in her shall be used to pay such portion of the estate taxes payable upon her estate as may be requested by the Personal Representative of her estate but not more than the difference between the amount of those taxes that would be payable upon her taxable estate exclusive of the value of this Trust and the amount of the taxes payable.

(4) Distribution Upon Death of Granddaughter if Power of Appointment is Not Exercised. In the default of effective exercise of the above-referenced General Power of Appointment, the remaining principal shall be distributed to her living issue, per stirpes, subject to the same terms and provisions of the Trusts created for her children's benefit in Article VII of this, my Last Will and Testament. In the event there are no such issue then living, the then remaining principal of the separate trust of my deceased granddaughter shall be distributed to the KATHERINE MARIE DIMAGGIO TRUST. Any portion thereof so divided and set apart for any issue who is the beneficiary of a separate trust hereunder which has not yet been fully distributed shall be added to the principal of such trust and held in further trust and managed and distributed as a part thereof under the terms of this Article; and any portion thereof set apart for any issue who is the beneficiary of a separate trust hereunder which has been fully distributed shall be distributed absolutely to such issue.