Estate of Marion P. Bradford, Deceased, Lizette L. Pryor, Executrix - Page 5




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                  (relating to powers of appointment), or section                     
                  2044 (relating to qualified terminable interest                     
                  property) of the Internal Revenue Code, or any                      
                  comparable provision of state law, but excluding,                   
                  however, any tax imposed by section 2032A(c)                        
                  (relating to qualified real property) or chapter                    
                  13 (relating to generation-skipping transfers)                      
                  of the Internal Revenue Code, or any comparable                     
                  provision of state law, for which my estate is                      
                  not liable.                                                         

             The decedent's will provides for the disposition of the                  
             decedent's residuary estate in the following provision:                  

                                     ARTICLE III                                      
                       DISPOSITION OF RESIDUARY ESTATE.  All the                      
                  rest, residue, and remainder of my property,                        
                  real and personal, tangible and intangible,                         
                  wheresoever situate and howsoever held, including                   
                  any property over which I may have a power of                       
                  appointment, herein referred to as my Residuary                     
                  Estate, I give, devise and bequeath to LIZETTE                      
                  LEWIS PRYOR, as successor Trustee under that                        
                  Revocable Living Trust Agreement dated the 21st                     
                  day of March, 1996, wherein I am the original                       
                  Grantor and original Trustee, and as the same may                   
                  from time to time be amended, to be held and                        
                  administered as a part of the Trust Fund therein                    
                  created as though it had originally been a part                     
                  thereof.                                                            

                  The trust agreement referred to above in article III                
             of the decedent's will is the revocable living trust                     
             agreement, mentioned above, that the decedent executed                   
             contemporaneously with his will.  Under the trust                        
             agreement, the name of the trust is the Marion Peacock                   
             Bradford Revocable Living Trust (the trust).  In the trust               






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