Estate of Sylvia Gore, Donor, Deceased, Pamela Powell, Personal Representative - Page 19




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          Decedent’s Last Will and Testament                                          
               Decedent’s January 8, 1997, will revoked her last will and             
          testament of October 20, 1988, and appointed Ms. Powell personal            
          representative.  Decedent’s will provided that after her estate’s           
          expenses and taxes were paid, the residue of her estate,                    
          including all property over which she held a power of appointment           
          at death, would be distributed to the trustee of the Sylvia Gore            
          Trust.                                                                      
               The Assignment                                                         
               The assignment provided, in pertinent part, as follows:                
                    The Sidney Gore Marital Trust provides, inter                     
               alia, that I, Sylvia Gore, the undersigned surviving                   
               spouse of Sidney Gore, am empowered to withdraw all or                 
               any portion of the assets of the Marital Trust.  I,                    
               therefore, on this 8th day of January, 1997, exercise                  
               the aforesaid power by withdrawing all those assets                    
               received or to be received by the Marital Trust.  Such                 
               withdrawals shall be effected as follows:                              
                    1.   I hereby assign assets having a fair market                  
               value of $100,000 to the Trust Company of Oklahoma,                    
               Trustee of the Pamela M. Powell Irrevocable Trust and                  
               assets having a fair market value of $100,000 to the                   
               Trust Company of Oklahoma, Trustee of the Michael Gore                 
               Irrevocable Trust.  The aforesaid assets are to be                     
               administered and distributed pursuant to the terms of                  
               each respective trust.                                                 
                    2.   I hereby assign the remainder of those assets                
               received or to be received by the Marital Trust to the                 
               Gore Family Limited Partnership, the beneficial                        
               interest to be allocated as follows:                                   
                         (a) An undivided one-third interest shall be                 
                    credited to the capital account of Pamela M.                      
                    Powell, Trustee of the Sylvia Gore Revocable Trust                
                    dated October 20, 1988, as amended;                               






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