The last will

LAST WILL OF MICHAEL JOSEPH JACKSON

I, MICHAEL JOSEPH JACKSON, a resident of the State of California, declare this to be my last Will, and do hereby revoke all former wills and codicils made by me.

I declare that I am not married. My marriage to DEBORAH mAN ROWE JACKSON has been dissolved. I have three children now living, PRINCE MICHAEL JACKSON, JR., PARIS MICHAEL KATHERINEJACKSON and PRINCE MICHAEL JOSEPH JACKSON,IT. I have no other children,living or deceased.

It is my intention by this Will to dispose of all property which I am entitled to dispose-of by wiil. I specificallyrefrain from exercising aU150wersof appointment that I may possess at the time of ~y death. I give my entire estate to the Trustee or Trustees then acting under that certain Amendedand Restated Declarationof Trust executed on March 22, 2002 by me as Trustee and Trustor which is called the MICHAELJACKSONFAMILYTRUST, giving effect to any amendmentsthereto made prior to my death. All such assets shall be held, managed and ,distributed as a part of said Trust accordingto its terms and not as a separate testamentary trust.
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If for any reason this gift is not operativeor is invalid, or if the aforesaid Trust fails or has been revoked, I give my residuaryestatd'tothe Trustee or Trustees named to act in the MICHAEL JACKSON FAMILY TRUST, as Amended and Restated on March 22,2002,

and I direct said Trustee or Trustees to divide, administer,hold and distribute the trust estate pursuant to the provisio~s of said Trust, as hereinabovereferred to as such provisions now.' exist to the same extent and in the same manner as though that certain Amended and Restated Declarationof Trust, were herein set forth in full, but without giving effect to any
subsequent amendments after the date of this Will. The Trustee, Trustees, or any successor Trustee named in such Trust Agreementshall serve withoutbond.

IV

I direct that all federal estate taxes and state inheritanceor successiontaxes payable A upon or resulting ftom or by reason of my death (herein "Death Taxes") attributable to Il/ property which is part of the trust estate of the MICHAEL JACKSON FAMILY TRUST, including property which passes to said trust from my probate estate shall be paid by the Trustee of said trust in accordance with its terms. Death Taxes attributable to property passing outside this Will, other than property constituting the trust estate of the trust inentionedin the precedingsentence,shall be chargedagainst the taker of said property.

V
I appoint JOHN BRANCA,JOHN McCLAINand BARRY SlliGEL as co-Executors

Y

of this Will. In the event of anyof their deaths,resignations,inability,failureor refusaltM " serve or continueto serve as a co-Executor,the other shall S'erveand no replacementneed be named. The co-Executors serving at"any time after my death may name one or more replacementsto serve in the event that none of the three named individualsis willing or able
to serve at any time.
The term "my executors" as used in this Will shall include any duly acting person~ A 11 fl representative or representatives of my estate. No individual acting as such need post a vv {f-' bond. I hereby give to my Executors, full power and authority at any time or times to sell, lease, mortgage, pledge, exchange or otherwise dispose of the property, whether real or,
personal comprising my estate, upon such terms as my Executors shall deem best, to continue any business enterprises,to purchase assets ftom my estate, to continuein force and

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pay insurance premiums on any insurancepolicy, including life insurance, owned by my estate, and for any of the foregoingpurposesto make, execute and deliver any and all deeds, contracts, mortgages, bills of sale or other instruments necessary or desirable therefor. In addition, I give to my Executorsfull power to invest and reinvest the estate funds and assets in any kind of property, real, personal or mixed, and every kind of investment, specifically including, but not by way of limitation, corporate obligations of every kind and stocks, preferred or common, and interests in investment trusts and shares in investment companies, and any common trust fund administered by any corporate executor here under, which men of
prudent discretion and intelligence acquire for their own account.
VI
Except as otherwise provided in this Will or in the Trust refeITedto in Article m A11 here of, I have intentionally omitted to provide for my heirs. I have intentionally omitted to(V \;1 provide for my fonner wife, DEBORAH JEAN ROWE JACKSON.
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If at the time of my death I own or have an interest in property located outside of the State of Californiar equiring ancillary administration, I appoint my domiciliary Executors as ancillary Executors for such property. I give to said domiciliary Executors the following additional powers, rights and privileges to be exercised in their sole and absolute discretion,
with reference to such property: to cause such ancillary administrationto be commenced, caI Tiedon and completed; to detennine what assets, if any, are to be sold by the ancillary Executors; to pay directly or to advance funds from the California estate to the ancillary Executors for the payment of all claims, taxes, costs and administrationexpenses,including
compensation of the ancillary Executors and attorneys' fees incUITedby reason of the ownership of such property and by such ancillary administration;and upon completion of such ancillary administration, I authorize and direct the ancillary Executors to distribute, transfer and deliver the residue of such property to the domiciliary Executors herein, to be distributed by them under the tenns of this Will, it being my intention that my entire estate
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shan be administered as a unit and that my domiciliary Executors shall supervise and control, so far as pennissible by local law, any ancillaryadministrationproceedingsdeemed necessaryin the settlementof my estate. vm

If any of my children are minors at the time of my death, I nominate my mother, KATHERINE JACKSON as guardian of the persons and estates_ofsuch minor children. If nominate DIANA ROSS as guardian of the pers

I subscribe my name to this Will this On the date written below, MICHAEL JOSEPH J undersigned,that the foregoing instrument consistingof five (5) pages, including the page signed by us as witnesses, was his Will and requested us to act as witnesses to it. 'He thereupon signed this Will in our presence, all of us being present at the same time. We now, at his request, in his presenceand in the presenceof each other, subscribeour names as witnesses. ~.-
Each of us is now more than eighteen(18) years of age and a competentwitness and resides at the address set forth after his name.
Each of us is acquaintedwith MICHAELJOSEPH JACKSON. At this time, he is over the age of eighteen (18) years and, to the best of our knowledge, he is of sound mind and is not actingunder duress, menace,fraud, misrepresentationor undue influence.
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We declare under penalty of perjury that the foregoing is true and correct.