Last Will and Testament of Harry Helmsley

I, HARRY B. HELMSLEY, do make this Will, hereby revoking all wills and codicils previously made by me. Any reference to my Will shall include any codicil thereto. I direct that my remains be interred at the Helmsley Mausoleum at Woodlawn Cemetery, The Bronx, New York. I further direct that permission be granted as the need arises for the interment in the Helmsley Mausoleum of the remains of my wife, LEONA M. HELMSLEY ("my wife"), her brother, ALVIN ROSENTHAL, and her brother's wife, SUSAN ROSENTHAL, but for no other person.

ARTICLE FIRST: TAXES AND EXPENSES

I direct that all my funeral expenses and the expenses of my last illness be paid from my estate. I further direct that my Executor pay as administration expenses out of my residuary estate, without apportionment, all estate, inheritance and similar taxes (which term shall include interest and penalties thereon) imposed by the United States of America or any state or subdivision thereof with respect to my property passing under this Will and any administration expenses, fees, commissions and expenses incurred in any ancillary proceeding (and I authorize them in their discretion to pay any such taxes and expenses imposed by or incurred in any foreign jurisdiction). Any such taxes imposed on property not passing under this Will shall be paid in the manner provided by Section 2-1.8 of the New York Estates, Powers and Trusts Law ("EPTL"). Any such taxes imposed as a result of chapter 13 of the Internal Revenue Code of 1986, as amended (hereinafter referred to as the "Code") or a corresponding provision of state law, shall be apportioned in accordance with applicable law.

ARTICLE SECOND: RESIDENCES

(A) I devise all residential real property and any interests in such real property (including condominiums), wherever situated, which I may own and maintain as a residence at the time of my death, together with all insurance policies thereon, to my wife, if she shall survive me.

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