Estate of Constance R. Grant - Page 5




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               sary or desirable to effectuate the encumbrance or                      
               conveyance of any trust property.                                       
                  *       *       *       *       *       *       *                    
                    12.  Court Administration.  It is my express                       
               intention that the Trust hereby created shall not be                    
               administered under the supervision of any Court. * * *                  
                    13.  Maryland Law.  This agreement has been exe-                   
               cuted by me in the State of Maryland, and all questions                 
               relating to its validity, construction and administra-                  
               tion shall be determined in accordance with the laws of                 
               the State of Maryland.                                                  
                    14.  Compensation of Independent Trustee.  I                       
               direct that DONALD R. WILSON or such other Independent                  
               Trustee who serves as Successor Trustee hereunder,                      
               shall receive a reasonable compensation from the Trust                  
               Estate for his or her services.                                         
               On October 1, 1991, the same date on which Ms. Grant exe-               
          cuted the declaration of trust, she executed a last will and                 
          testament (decedent’s will).  Decedent’s will provided in perti-             
          nent part:                                                                   
                                        ITEM I                                         
                    I direct my Personal Representatives, hereinafter                  
               named, to pay the expenses of my last illness, funeral                  
               and burial, in such amount as they may deem proper and                  
               without regard to any limitation in the applicable                      
               local law as to the amount of such expense.                             
                                       ITEM II                                         
                    All of the rest, residue and remainder of my                       
               estate of whatsoever kind and wheresoever situate [sic]                 
               I give, devise and bequeath absolutely in fee simple                    
               unto my children, PRESTON WALKER GRANT, JR. and KATHRYN                 
               LYNN GRANT ADAMS, in equal shares per stirpes.                          
                    In distributing any tangible property hereunder to                 
               my children, such property shall be distributed                         





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