I, LOIS BURNHAM WILSON, residing in Bedford Hills, County of Westchester, State of New York, being of sound and disposing mind and memory, do hereby make, publish and declare this to be my Last Will and Testament, hereby revoking all former wills and codicils by me at any time heretofore made.

FIRST:

A.  I give and bequeath all of the jewelry, clothing and personal effects I may own at my death to NELL WING, if she survives me.

B.   I  give and bequeath all of the other tangible personal property I may own at my death, including without limitation, books, memorabilia, furniture and furnishings, to THE STEPPING STONES FOUNDATION, a New York not-for-profit corporation.

THIRD:    If, at my death, I am the owner of my real property at Stepping Stones, Bedford Hills, New York, I give devise and bequeath such real property and all structures thereon and appurtenances thereto to THE STEPPING STONES FOUNDATION, a New York not-for-profit corporation.

FOURTH: A. Under the Last Will and Testament of my husband, WILLIAM GRIFFITH WILSON, I have the right to designate beneficiaries who shall be entitled to receive, in such proportions as I may designate, interests after my death in certain of the royalties payable after the death of my said husband under an agreement dated April 29, 1963, between my husband and Alcoholics Anonymous World Services, Inc. ("A.A.W.S."), of 468 Park Avenue South, New York, New York, as amended by an agreement between myself and A.A.W.S.  I hereby direct that all of the right, title or interest I may have in or to such royalties shall be disposed of as follows:

 1.  I give and bequeath a life interest in four percent of such royalties to DR. LEONARD STRONG, who is the husband of my sister-in-law, DOROTHY STRONG, or if he does not survive me, to his children, MURIEL STRONG MORLEY and LEONARD V. STRONG III, if both of them survive me or to the survivor if only one of them survives me.
 2.  I give and bequeath a life interest in six percent of such royalties to my sister-in-law, DOROTHY STRONG, if she survives me, or if she does not survive me, to her children, MURIAL STRONG MORLEY and LEONARD V. STRONG III, if both of them survive me or to the survivor if only one of them survives me.
 3.  I give and bequeath a life interest in four percent of such royalties to MURIEL STRONG MORLEY, if she survives me.
 4.  I give and bequeath a life interest in four percent of such royalties to LEONARD V. STRONG III, if he survives me.
 5.  I give and bequeath a life interest in four percent of such royalties to my sister-in-law, LAURA BURNHAM, if she survives me.
 6.  I give and bequeath a life interest in four percent of such royalties to my sister-in-law, FLORENCE BURNHAM, if she survives me.
 7.  I give and bequeath a life interest in ten percent of such royalties to NELL WING, if she survives me.
 8.  I give and bequeath a life interest in one percent of such royalties to my cousin, CAROL LOU BURNHAM, if she survives me.
 9.  I give and bequeath a life interest in three percent of such royalties to my cousin, ANN BURNHAM SMITH, if she survives me.
10.  I give and bequeath a life interest in two percent of such royalties to my cousin, ANN WALKER, if she survives me.
11.  I give and bequeath a life interest in two percent of such royalties to my cousin, DIXON WALKER, if he survives me.
12.  I give and bequeath a life interest in two percent of such royalties to my cousin, KATE KNAP, if she survives me.
13.  I give and bequeath a life interest in two percent of such royalties to my husband's cousin, JEAN KALKOFF, if she survives me.
14.  I give and bequeath a life interest in two percent of such royalties to my husband's cousin, BARBARA PALAZZARI, if she survives me.
15.  I give and bequeath an interest in fifty percent of such royalties to THE STEPPING STONES FOUNDATION, a New York not-for-profit corporation ("STEPPING STONES") for a period lasting until the later of:
(a) August 31, 1997, or
(b) that date which is ten years after the date of my death.
B.  If any beneficiary named in subparagraphs "1" through "14" of Paragraph "A" does not survive me and if there is no effective alternate provision for the portion of the royalties which would have been payable to such beneficiary had he or she survived me, then I give and bequeath such deceased beneficiary's portion of the royalties to STEPPING STONES for the period determined pursuant to subparagraph "15" of Paragraph "A" of this Article.

A.  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 disposition, such residue of my estate herein sometimes referred to as my "residuary estate", to my Trustees under a Trust Agreement dated August 11, 1983, between LOIS B. WILSON, as Grantor, and B.  If for any reason the Trust Agreement is not in effect at my death, I give, devise and bequeath any residuary estate to the following persons in the following proportions:
1.  Eight percent to DR. LEONARD STRONG, who is the husband of my sister-in-law, DOROTHY STRONG, or if she does not survive me, to his children, MURIEL STRONG MORLEY and LEONARD V. STRONG III, if both of them survive me or to the survivor of them if only one of them survives me.
2.  Twelve percent to my sister-in-law, DOROTHY STRONG, or if she does not survive me, to her children, MURIEL STRONG MORLEY and LEONARD V. STRONG III, if both of them survive me or to the survivor of them if only one of them survives me.
3.  Eight percent to MURIEL STRONG MORLEY, if she survives me.
4.  Eight percent to LEONARD V. STRONG III, if he survives me.
5.  Eight percent to my sister-in-law, LAURA BURNHAM, if she survives me.
6.  Eight percent to my sister-in-law, FLORENCE BURNHAM, if she survives me.
7.  Twenty percent to NELL WING, if she survives me.
8.  Two percent to my cousin, CAROL LOU BURNHAM, if she survives me.
9.  Six percent to my cousin, ANN BURNHAM SMITH, if she survives me.
10.  Four percent to my cousin, ANN WALKER, if she survives me.
11.  Four percent to my cousin, DIXON WALKER, if he survives me.
12.  Four percent to my cousin, KATE KNAP, if she survives me.
13.  Four percent to my husband's cousin, JEAN KALKOFF, if she survives me.
14.  Four percent to my husband's cousin, BARBARA PALAZZARI, if she survives me.
 
C.  If my residuary estate becomes distributable under Paragraph "B" hereof and if any person named as a beneficiary under Paragraph "B" hereof does not survive me and if there is no effective alternate provision in Paragraph "B" hereof for the portion of the residuary estate which would have been payable to such beneficiary had he or she survived me, then I direct that the portion of my residuary estate which would have been payable to such deceased beneficiary shall be divided among the remaining beneficiaries under Paragraph "B" hereof ratably, in the proportion that each of their interests in my residuary estate bears to the aggregate of the interests of all remaining beneficiaries in my residuary estate.

A.  I direct that all estate, inheritance and other death taxes payable by reason of my death to the United States of America or any state or other government or otherwise or any foreign government or subdivision thereof and all interest and penalties thereon (herein together "my estate taxes") shall be paid as expenses of administration out of my residuary estate, without apportionment against any beneficiary either within or without my residuary estate and regardless of whether such property passes under this Will or otherwise.  Under the Trust Agreement, I directed the Trustees to pay over to my Executors such amounts from the trust fund held under the Trust Agreement (herein sometimes the "Trust Fund") as my Executors shall request from time to time in writing for the payment or discharge of my debts, my funeral expenses, the expenses of administering my estate and my estate taxes.  If my residuary estate and the Trust Fund are not sufficient to pay my debts, my funeral expenses, the expenses (including commissions) of administering my estate and my estate taxes, I direct that such debts and expenses shall be paid out of my residuary estate and the Trust Fund before any payment is made on account of my estate taxes.  If, and to the extent, that my residuary estate and the Trust Fund are not sufficient to pay all of my estate taxes, I direct that the balance of my estate taxes be paid out of the royalties paid to the individuals named in subparagraphs 1 through 14 of Paragraph "A" of Article "FOURTH" of this Will, and charged pro rata to each beneficiary named in said subparagraphs 1 through 14 in the same proportion that his or her percentage of such royalties stated in Article "FOURTH" bears to the sum of the percentages of all such royalties then being paid pursuant to Article "FOURTH" to beneficiaries other than STEPPING STONES.

B.  I specifically authorize my Executors to request A.A.W.S. to pay to my Executors on behalf of any beneficiary of royalties named in Article "FOURTH" (other than STEPPING STONES) so much of such royalties as my Executors determine is necessary for the payment of my estate taxes pursuant to Paragraph "A" of this Article.  I specifically ask A.A.W.S. to comply with any such request by my Executors.  Any amounts paid by A.A.W.S. to my Executors under this paragraph shall be credited against the total amount of royalties payable by A.A.W.S.

C.  If there is any dispute as to the time or manner of payment of any of my estate taxes or as to the share of my estate taxes to be borne by any beneficiary or by the share of royalties passing to any beneficiary, I appoint my Executors arbitrators of any such dispute and direct that their decision shall be binding and conclusive on all persons beneficially interested in my estate or in any property passing under this Will.

EIGHTH:

A.  I appoint MICHAEL ALEXANDER, of 460 Park  Avenue, New York, New York, and OWEN J. FLANAGAN, of 60 East 42nd Street, New York, New York, Executors of this my Last Will and Testament.  I appoint LEONARD H. STEIBEL, of 460 Park Avenue,  New York, New York, substitute or successor Co-Executor to serve if either MICHAEL ALEXANDER or OWEN J. FLANAGAN fails to qualify or ceases to serve as my Executor.

B. No bond or other security shall be required of my Executors (or of any substitute or successor) in New York or in any other jurisdiction.

C.  Any reference in this Will to "my Executors" shall mean and include the Executors then qualified and acting.

D.  I direct that my Executors shall receive commissions (computed at the rates stated in the Surrogate's Court Procedure Act as amended to the date such commissions are to be paid) on all property passing under my Will, including without limitation the specifically bequeatherd property to be distributed under Articles "FIRST", "THIRD" and "FOURTH" of my Will.  I direct that for the purpose of determining commissions the specifically bequeathed property shall be valued at the value finally determined in the Federal estate tax proceedings relating to my estate and that all such commissions shall be paid out of my residuary estate.   If for any reason my residuary estate is insufficient for the payment of such commissions, I direct that any deficiency shall be charged ratably to and paid out of the property on which such commissions are computed in the proportion that any item of such property bears to the aggregate of all items of such property.

A.  My executors shall have full power and authority in their absolute and uncontrolled discretion to hold and retain any of the property coming into their hands hereunder in the same form of investment as that in which it is received to them, 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 my death, for so long a period as they in their sole, absolute and uncontrolled discretion may deem proper.  They shall also have all power and authority, in their absolute and uncontrolled discretion, to improve, sell or lease for any period although it may extend beyond the duration of the administration of my estate, but not to exceed twenty-one years, for any price and with any provisions for renewal or renewals which they shall deem advisable, or mortgage or exchange the whole or any part of the property, real or personal, at any time held by them hereunder, for such price and upon such terms and conditions as may to them seem advisable.

B.  My Executors 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 their 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 investments as they in their 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 Executors to hold uninvested any part of my estate or funds for such time or times as they in their sole and uncontrolled judgment may deem advisable.  I have given my Executors the unusual power to purchase and hold on-income-producing property and wasting investments and even to hold funds uninvested because I do not wish to limit them in their investment or reinvestment of the estate and so possibly prevent their meeting some contingency which I do not now anticipate. I desire them to be free to purchase and hold such property as they may, in their sole and uncontrolled discretion, deem necessary at any time to protect the corpus of the estate from depletion.

C.  No purchaser at any sale made by my Executors shall be bound to inquire into the expediency, propriety, validity, or necessity of any sale made by them or to see to or be liable for the application of the purchase moneys arising therefrom.

D.  My Executors shall have the power in their discretion to vote in person or by proxy all stock held by them; 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 them; to exchange the securities held by them 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 their nominees or in their own names, or to hold property unregistered or in such other form that title shall pass by delivery, but without increasing or decreasing their liability as Executors and, generally, to exercise in respect of all securities held by them all the same rights and powers as are or may be lawfully exercised by persons owning similar property in their own right.

E.  I give to my Executors, 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 them as Executors, 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.

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

G.  In making any division or distribution of my estate, my Executors shall have full power to make such division or distribution in cash or in kind or partly in cash and partly in kind.

H.  No Executor shall, if acting in good faith, incur any personal liability or responsibility because of any mistake in judgment or any other act or omission in his fiduciary capacity, or because of any action taken pursuant to any power or discretion granted under this Will or by law or because of any mistake, act or omission by a Co-Executor.

_____signed________________
Lois Burnham Wilson

The foregoing instrument was subscribed, sealed, published and declared by LOIS BURNHAM WILSON, the Testatrix above named, as and for her Last Will and Testament, at New York, New York, in our presence and in the presence of each of us, and we at her request and in her presence and at the same time and in the presence of each other, subscribed our names and residences as attesting witnesses this 11th day of August, 1983.