First:    I revoke Article "FIRST" of my said Will.

Second:    The following shall be added to my said Will in lieu of the former Article "FIRST":

FIRST:    I have entered into an agreement, dated April 29, 1963, with Alcoholics Anonymous World Services, Inc., of 305 East 45th Street, New York, New York, under which royalties may become payable to me with respect to certain books or other material of which I am the author or which I have prepared for publication [understand the background of these terms: the authors of the Big Book and other publications get nothing but Bill and his heirs get the financial rewards] as set forth in the agreement (the agreement and all modifications, renewals or extensions thereof is hereinafter referred to as the "Royalty Agreement").  Under the present terms of the Royalty Agreement, I have the right to bequeath to my wife, LOIS BURNHAM WILSON, and any other persons living at the time of my death, life interests in the royalties payable after my death and I also have the right to grant to my wife, LOIS BURNHAM WILSON, the power to designate in her Last Will and Testament, duly admitted to probate, persons selected by her who are living at the time of her death who shall be entitled to receive, in such proportions as my said wife may designate, life interests after her death in all or part of the royalties payable to her after my death.  Accordingly, I direct that all of the right, title or interest that I may have at the time of my death in or to any royalties under the Royalty Agreement shall be disposed of as follows:
 

A.  I give and bequeath to HELEN WYNN [Bill changed his Will to take 10% of the royalties from his wife Lois and give them to his mistress Helen], of Pleasantville, New York, if she survives me, a life interest in ten percent (10%) of such royalties.  If the said HELEN WYNN does not survive me, I direct that the said ten percent (10%) of such royalties shall be disposed of in accordance with the provisions of Paragraphs B or C, as the case my be of this Article FIRST.

B.  I give and bequeath to my wife, LOIS BURNHAM WILSON, if she survives me, a life interest in the remaining ninety percent (90%) of such royalties.  I also grant to my said wife, if she survives me, the power to select and designate in her Last Will and Testament, duly admitted to probate, persons living at the time of her death who are to receive life interests after her death in such royalties in such proportions as she may designate.  If my said wife fails to exercise, in whole or in part, the power of appointment granted to her under the preceding provisions of this Paragraph B, I direct that any royalties which remain undisposed of as a result of such failure shall be disposed of in accordance with the provisions of Paragraph C of this Article FIRST as though I had survived my said wife and died immediately after her death.

C.  If my wife, LOIS BURNHAM WILSON, does not survive me, I direct that all of the right or title that I may have at the time of my death in and to the remaining ninty percent (90%) of such royalties shall be divided into twenty (20) equal shares, which shall be disposed of as follows:
 

1.  I give and bequeath a life interest in three of such shares to my sister, HELEN EVANS, if she survives me.

2.  I give and bequeath a life interest in two of such shares to my sister, DOROTHY STRONG, if she survives me.

3.  I give and bequeath a life interest in one of such shares to my brother-in-law, DR. LEONARD STRONG, if he survives me.

4.  I give and bequeath a life interest in one of such shares to my cousin, HOWARD WILSON, if he survives me.

5.  I give and bequeath a life interest in two of such shares to my brother-in-law, ROGERS BURNHAM, if he survives me.

6.  I give and bequeath a life interest in three of such shares to LAURA BURNHAM (the wife of my brother-in-law, ROGERS BURNHAM), if she survives me.

7.  I give and bequeath a life interest in one of such shares to my brother-in-law, DR.  LYMAN BURNHAM, if he survives me.

8.  I give and bequeath a life interest in one of such shares to FLORENCE BURNHAM (the wife of my brother-in-law, DR. LYMAN BURNHAM), if she survives me.

9.  I give and bequeath a life interest in two of such shares to my sister-in-law, BARBARA JONES, if she survives me.

10.  I give and bequeath a life interest in three of such shares to NELL WING, if she survives me.

11.  I give and bequeath a life interest in one of such shares to HARRIET SEVERINO, if she survives me.

Third:    I hereby revoke the sentence following subdivision "11" of Paragraph B of
Article "THIRD" of my Will and add the following sentence in its place:

If any beneficiary named in any of subdivisions "1" through "11" of this Paragraph B of this Article THIRD does not survive me, I direct that the share (or shares) and the life interest in such share (or shares) of such deceased beneficiary shall be divided among the beneficiaries named in subdivisions "1" through "11" of this Paragraph B of this Article THIRD, who do survive me, in the proportion that the share (or shares) of each such surviving beneficiary bears (or bear) to the total shares of all such surviving beneficiaries.
Fourth:    Except as modified herein, I ratify, confirm and republish my said Will of August 2, 1965.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 12th day of January, 1968.

William Griffith Wilson      (L.S.)
WILLIAM GRIFFITH WILSON
 

The foregoing instrument was signed, sealed, published and declared by WILLIAM GRIFFITH WILSON, the testator named herein, as and for a FIRST CODICIL to his Last Will and Testament dated August 2, 1965, in our presence and in the presence of each of us, at 460 Park Avenue.

FIRST:      I have entered into an agreement, dated April 29, 1963, with Alcoholics Anonymous World Services, Inc. of 305 East 45th Street, New York, New York under which royalties may become payable to me with respect to certain books or other material of which I may be the author or which I may prepare for publication, as more particularly set forth in the said agreement (which agreement, together with all modifications, renewals or extensions thereof is hereinafter referred to as the "Royalty Agreement").  Under the present terms of the Royalty Agreement, I have the right to bequeath to my wife, LOIS BURNHAM WILSON, a life interest in the royalties payable after my death and I also have the right to grant to my wife, LOIS BURNHAM WILSON, the power to designate in her Last Will and Testament, duly admitted to probate, persons selected by her who are living at the time of her death who shall be entitled to receive, in such proportions as my said wife may designate, life interests after her death in all or part of the royalties.  If at the time of my death, I have the right under the Royalty Agreement to bequeath to my wife, LOIS BURNHAM WILSON, a life interest in the royalties payable after my death, I give and bequeath to my wife, LOIS BURNHAM WILSON, a life interest in such royalties, to the extent that I have the right to do so under the Royalty Agreement, and I also grant to my said wife, to the extent that I have the right to do so under the Royalty Agreement, the power to select in her Last Will and Testament, duly admitted to probate, persons living at the time of her death who are to receive a life interest after her death in all or part of such royalties in such proportions as my said wife may designate.  If my wife, LOIS DURNHAM WILSON, shall not survive me, I direct that all of the right, title or interest that I may have at the time of my death in or to any royalties under the Royalty Agreement shall be divided into twenty (20) equal shares which shall be disposed of as follows:

A.    I give and bequeath a life interest in three of such shares to my sister, HELEN EVANS, if she shall survive me.
B.    I give and bequeath a life interest in two of such shares to my sister, DOROTHY STRONG, if she shall survive me.
C.    I give and bequeath a life interest in one of such shares to my brother-in-law, DR. LEONARD STRONG, if he shall survive me.
D.    I give and bequeath a life interest in one of such shares to my cousin, HOWARD WILSON, if he shall survive me.
E.    I give and bequeath a life interest in two of such shares to my brother-in-law, ROGERS BURNHAM, if he shall survive me.
F.    I give and bequeath a life interest in three of such shares to LAURA BURNHAM (who is the wife of my brother-in-law Rogers Burnham), if she shall survive me.
G.    I give and bequeath a life interest in one of such shares to my brother-in-law, DR. LYMAN BURNHAM, if he shall survive me.
H.    I give and bequeath a life interest in one of such shares to FLORENCE BURNHAM (who is the wife of my brother-in-law, Dr. Lyman Burnham), if she shall survive me.
I.    I give and bequeath a life interest in two of such shares to my sister-in-law, BARBARA JONES, if she shall survive me.
J.    I give and bequeath a life interest in three of such shares to NELL WING, if she shall survive me.
K.   I give and bequeath a life interest in one of such shares to HARRIET SEVERINO, if she shall survive me.

SECOND:      I give, devise and bequeath all of the rest, residue and remainder of my estate, whether real, personal or mixed, of whatsoever kind and nature and wheresoever situate, of which I may die seized or possessed, or in which I may have any interest, or over which I may have any power of appointment or testamentary disposition (hereinafter referred to as my residuary estate), to my wife, LOIS BURNHAM WILSON, if she shall survive me.

THIRD:      If my wife, LOIS BURNHAM WILSON, shall not survive me, I direct that my residuary estate shall be disposed of as follows:
 

A.    If at the time of my death I am the owner of a home (presently owned by my wife, LOIS BURNHAM WILSON) located at Stepping Stones, Bedfords Hills, New York, I give, devise and bequeath the said home together with all furniture, furnishings, carpets, rugs, drapes and other household appurtenances that I may own at the time of my death and which are then located in my said home in equal shares to AL-ANON FAMILY GROUPS HEADQUARTERS, INC. of 125 East 23rd Street, New York, New York and the GENERAL SERVICE BOARD OF A.A., INC. of 305 East 45th Street, New York, New York.

B.    I direct that the balance of my residuary estate shall be divided into twenty (20) equal shares which shall be disposed of as follows:
 

1.  I give, devise and bequeath three of such shares to my sister, HELEN EVANS, if she shall survive me.
2.  I give, devise and bequeath two of such shares to my sister, DOROTHY STRONG, if she shall survive.
3.  I give, devise and bequeath one of such shares to my brother-in-law, DR. LEONARD STRONG, if he shall survive me.
4.  I give, devise and bequeath one of such shares to my cousin, HOWARD WILSON, if he shall survive me.
5.  I give, devise and bequeath two of such shares to my brother-in-law, ROGERS BURNHAM, if he shall survive me.
6.  I give, devise and bequeath three of such shares to LAURA BURNHAM (the wife of my brother-in-law ROGERS BURNHAM), if she shall survive me.
7.  I give, devise and bequeath one of such shares to my brother-in-law, DR. LYMAN BURNHAM, if he shall survive me.
8.  I give, devise and bequeath one of such shares to FLORENCE BURNHAM (the wife of my brother-in-law DR. LYMAN BURNHAM), if she shall survive me.
9.  I give, devise and bequeath two of such shares to my sister-in-law, BARBARA JONES, if she shall survive me.
10.  I give devise and bequeath three of such shares to NELL WING, if she shall survive me.
11.  I give, devise and bequeath one of such shares to HARRIET SEVERINO, if she shall survive me.
 
If any beneficiary named in any subdivision of subdivisions "1" through "11" of this Paragraph "B" of this Article "THIRD" shall not survive me, the share of such deceased beneficiary shall be divided among the beneficiaries named in subdivisions "1" through "11" of this Paragraph "B" of this Article "THIRD" who shall survive me in the proportion that the share of each such surviving beneficiary bears to the total shares of all such surviving beneficiaries.

FIFTH:      My Executrix shall have full power and authority in her absolute and uncontrolled discretion to hold and retain any of the property coming into her hand hereunder in the same form of investment as that in which it is received by her, although it may not be of the character of investments permitted by law to executors, including, but not limited to, the right to continue the operation of any business in which I may be engaged at the time of my death, for so long a period as she in her solo, absolute and uncontrolled discretion, may deem proper.  She shall also have full power and authority, in her absolute and uncontrolled discretion, to improve, sell or lease for any period although it may extend beyond the duration of the administration of the estate, but not to exceed twenty-one years, for any price and with any provisions for renewal or renewals which she shall deem advisable, or mortgage or exchange the whole or any part of the property, real or personal, at any time held by her hereunder, for such price and upon such terms and conditions as may to her seem advisable.

My executrix  in making investments and reinvestments shall not be limited to securities of the character permitted for the investment of trust funds by the laws of the State of New York or any other state, but instead shall have power in her discretion at any time and from time to time to invest in, and to purchase and hold for investment, such securities, including common and preferred stocks and/or any other type or kind of property, including non-income-producing securities or property and any so-called wasting investment as she in her absolute and uncontrolled discretion shall deem advisable, and from time to time to alter and vary any investment at any time made or held.  I specifically authorize my Executrix to hold uninvested any part of my estate or funds for such time or times as she in her sole and uncontrolled judgment may deem advisable.  I have given my Executrix the unusual power to purchase and hold non-income-producing property and wasting investments and even to hold funds uninvested because I do not wish to limit her in her investment or reinvestment of the estate and so possibly prevent nor meeting some economic emergency which I cannot now anticipate.  I desire her to be free to purchase and hold such property as she may, in her sole and uncontrolled discretion, deem necessary at any time to protect the corpus of the estate from depletion.

No purchaser at any sale made by my Executrix shall be bound to inquire into the expediency, propriety, validity or necessity of any sale made by her or to see to or be liable for the application of the purchase moneys arising therefrom.
My Executrix shall have the power in her discretion to vote in person or by proxy all stock held by her; to assent to any action or non-action, to enter into or consent to any reorganization, lease or sale, to pay out of any fund administered hereunder to any committee, representative, agent or depositary, any assessments, expenses, contributions and sums of money in connection with any securities held by her; to exchange the securities held by her for other securities issued in connection with such arrangement and to accept and retain such other securities so received, anything herein to the contrary notwithstanding; to register any property in the name of her nominees or in her own name, or to hold the property unregistered or in such other form that title shall pass by delivery, but without thereby increasing or decreasing her liability as Executrix and, generally, to exercise in respect to all securities held by her all the same rights and powers as are or may be lawfully exercised by persons owning similar propery in their own right.

I give to my Executrix, in connection with the administration of my estate, or in connection with the purchase, management or sale of any securities or other property held by her as Executrix, power to employ agents, custodians, depositaries, accountants, attorneys, investment counsel or other advisers, to delegate to them discretionary powers and to compensate them for their services as an expense of the administration of my estate.

I give to my Executrix power to insure or otherwise protect any personal property constituting part of my estate.

In making any division or distribution of my estate, my Executrix shall have full power to make such division or distribution in cash or in kind or partly in cash and partly in kind and to allot to any separate beneficiary, in equal or unequal proportions, specific securities or property or undivided interests therein, to fix the value of any part of the property so divided or distributed, and the value so fixed by her shall be binding and conclusive upon all persons having any interest therein.

SIXTH:      I nominate and appoint my wife, LOIS BURNHAM WILSON, to be the Executrix of this Will.  If my wife LOIS BURNHAM WILSON, should predecease me or shall fail to qualify as Executrix or having qualified shall fail to continue to act as Executrix, I nominate and appoint, in the following order, BERNARD B. SMITH of 460 Park Avenue, New York, New York, LEONARD H. STEIBEL of 460 Park Avenue, New York, New York, and MICHAEL ALEXANDER of 460 Park Avenue, New York, New York, to be the substitute Executor in the place and stead of my said wife or of any previous substitute Executor who may have predeceased me or who shall have failed to qualify as Executor or having qualified shall fail to continue as Executor.

Whenever the word "Executor" is used in this Last Will and Testament, it shall be deemed to refer (unless the context shall indicate otherwise) to the Executrix or substitute Executor then qualified and acting.

I direct that no Executrix or substitute Executor shall be required to give any bond or other security in the State of New York or elsewhere.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 2nd day of August 1965.

WILLIAM GRIFFITH WILSON      (L.S.)
WILLIAM GRIFFITH WILSON

The foregoing instrument was subscribed, sealed, published and declared by WILLIAM GRIFFITH WILSON, the Testator above named, as and for his LAST WILL AND TESTAMENT, in our presence and in the presence of each of us, and we at his request and in his presence and at the same time and in the presence of each other, subscribed our names and residences as attesting witnesses this 2nd day of August 1965.