Item 1.  I direct that all my just debts and funeral expenses be paid out of my estate as soon as practicable after the time of my decease.

Item 2.  All the property, real and personal of every kind and character and descriptioin, wheresoever situate, which I may own or have the right to dispose of at the time of my decease, I give, bequeath and devise to my son Thomas Charles PYRSE, of Beattyville, Lee County, Kentucky in trust however, for the following purposes, to-wit:
(a)  To hold, manage, control, invest and reinvest the same and I hereby give and grant to my said trustee and his successors full power and Authority to sell and convey any and all of my estate, real and personal of very kind and description, wheresoever situate, at such times and upon such terms and at such prices as said trustee and his successors may deem Advisable in his or thier [sic] Absolute and unqualified discretion;

(b)  This trust shall continue, in any event, for a period of twenty-one (21) years from and after the date of my decease, and so much longer thereafter as hereinafter provided;

(c)  In the Absolute and unqualified discretion of the trustee, during the life of my daughter, Nora PRYSE BRANCH of McCormick, South Carolina, from time to time to pay to her One-fifth or any part of One-fifth of the net income thereof;  or in the Absolute and unqualified descretion of the trustee, from time to time, to apply all or any part of One-fifth of said income for the support and maintenance of the said Nora PRYSE BRANCH and her children, in such amounts and at such times and in such manner as my trustee, in his absolute and unqualified discretion may, from time to time, deem proper;  And at the death of the said Nora PRYSE BRANCH, One-fifth of said trust estate shall pass to and vest in her next of kin, but not until the expiration of twenty-one years from and after the date of my decease, as above provided;  Provided, however, that if the said Nora PRYSE BRANCH shall die leaving a child or children then the Trustee shall retain the said portion of said trust estate, with like powers, and may in his absolute and unqualified discretion, pay to such child or children pro rata all or any part of One-fifth of the net income as apply same for the education and support of such child or children pro rata, And the Trustee shall hold said One-fifth of said trust estate for the benefit of such child or children in equal shares, to be paid to and vest in each child as he or she shall srespectively arrive at the age of twenty-five years, but in no event until the expiration of twenty-one years from and after the date of my decease.

(d)  In the Absolute and unqualified discretion of the trustee, during the life of my son, Roscoe Conkling PRYSE, of Clinchmore, Tennessee, from time to time, to pay to him One-fifth or any part of one fifht of the net income thereof;  or in the absolute and unqualified discretion of the trustee , from time to time, to apply all or any part of One-fifth of said income for the support and mainenace of the said Roscoe Conkling PRYSE and his children, in such amounts and at such times and in such manner as my trustee, in his absolute and unqualified discretion may from time to time, deem proper;  And at the death of the said Roscoe Conkling PRYSE, One fifth of said trust estate shall pass to and vest in his next of kin, but not until the expiration of twenty-one years from and after the date of my decease, as above proved;  Provided, however, that if the said Roscoe Conkling PRYSE shall died leaving a child or children, then the Trustee shall retain the said portion of said trust estate, with like powers and may in his absolute and unqualified discretion, pay to such child or children, pro rata all or any part of one-fifth of the net income or apply same for the education and support of such child or children pro rata.  And the Trustee shall hold said one-fifth of said trust estate for the benefit of such child or children, in equal shares, to be paid to and vest in each child as he or she shall respectively arrive at the age of twenty five years, but in no event until the expiration of twenty-one years from and after the date of my decease.

(e)  In the Absolute and unqualified discretion of the trustee during the life of my son, John Stanley PRYSE, of Lexington, Fayette County, Kentucky from time to time, to pay to him One-fifth or any part of one-fifth of the net income thereof;  or, in the absolute and unqualified discretion of the trustee, from time to time, to apply all or any part one-fifth os said income for the support and maintenance of the said John Stanley PRYSE and his children, in such amounts and such times and in such manner as my trustee, in his absolute and unqualified discretion may, from time to time, deem proper;  And at the death of the said John Stanley PRYSE, One-fifth of said trust estate shall pass to and vest in his next of kin, but not until the expiration of twenty-one years from and after the date of my decease, as above provided;  Provided however, that if the side [sic] John Stanley PRYSE shall die leaving a child or children, then the Trustee shall retain the said portion of said trust estate, with like powers, and may in his absolute and unqualified discretion, pay to such child or children, pro rata all or any part of One-fifth of the net income or apply same for the education and support of such child or children pro rata.  And the Trustee shall hold said one-fifth of said trust estate for the benefit of such child or children, in equal shares, to be paid to and vest in each child as he or she shall respectively arrive at the age of twenty-five years, but in no event until the expiration of twenty-one years from and after the date of my decease.

(f)  In the Absolute and unqualified discretion of the trustee during the life of my son, Thomas Charles PRYSE, of Beattyville, Lee County, Kentucky, from time to time, to pay to him One-fifth or any part of One fifth of the net income thereof;  or, in the Absolute and unqualified discretion of the trustee, from time to time, to apply all or any part of One-fifth of said income for the support and mainenance of the said Thomas Charles PRYSE and his children, in such amounts and at such times and in such manner as my trustee, in his Absolute and unqualified discretion may, from time to time, deem proper;  And at the death of the said Thomas Charles PRYSE, One-fifth of said trust estate shall pass to and vest in his next of kin, but not until the expiration of twenty-one years from and after the date of my decease, As above provided;  Provided however that if the said Thomas Charles PRYSE shall die leaving a child or children, then the Trustee shall retain the said portion of said trust estate, with like poweres, and amy in his absolute and unqualified discretion, pay to such child or children pro rata all or any part of one-fifth of the net income or apply same for the education and support of such Child or Children pro rata.  And the trustee shall hold said One-fifth of said trust estate for the benefit of such child or children, in equal shares, to be paid to and vest in each Child as he or she shall respectively arrive at the age of twenty five years, but in no event until the expiration of twenty-one years from and after the date of my decease.

(g)  In the Absolute and unqualified discretion of the trustee for twenty-one years from and after the date of my decease, from time to time, to pay to my Grandchildren, Phyllis Jane PRYSE, Wayne PRYSE, and James Eugene PRYSE, pro rata, one-fifth or any part of one-fifth of the net income thereof;  Or in the Absolute and unqualifed discretion of the trustee, from time to time, to apply all or any part of one-fifth of said income for the support and maintenance and education of the Phyllis Jane PRYSE, Wayne PRYSE, and James Eugene PRYSE, and thier [sic] Children, in such amounts and at such times and in such manner as my trustee in his Absolute and unqualified discretion may, from time to time, deem proper;  And upon the expiration of twenty-one years from and after the date of my decease, One-fifteenth of said trust estate shall pass to and vest in said Phyllis Jane PRYSE, and one-fifteenth of said trust estate shall pass to and vest in said Wayne PRYSE And one-fifteenth of said trust estate shall pass to and vest in James Eugene PRYSE;  Provided, however, that if the said Phyllis Jane PRYSE, Wayne PRYSE, and James Eugene PRYSE or either of any of them shall died within twenty-one years from and after the date of my decease leaving a child or children, then the Trustee shall retain the said portion of said trust estate of the ones or one so dying, with like powers, and may in his Absolute and unqualified discretion, pay to child or children pro rata of the one or ones so dying all or any part of One-fifeenth of the net income or apply some for the education and support of such child or children pro rata.  And the trustee shall hold such portion or portions of said trust estate for the benefit or such child or children, in equal shares, to be paid to and vest in each child as he or she shall respectively arrive at the age of twenty-one years, but in no event until the expiration of twenty-one years from and after the date of my decease;  And provided, further, howerever that if the said Phyllis Jane PRYSE, Wayne PRYSE and James Eugene PRYSE or wither or any of them shall die within twenty-one years from and after the date of my decease without leaving a child, including posthumus Children, then And in that event the said portion of such one or ones dying shall pass to and vest in his or hers or thier [sic] next of kin, but not until the expiration of twenty one years from and after the date of my decease, as above p_____

(h)  In the event m son, Thomas Charles PRYSE shall for nay reason fail to qualify as Trustee hereunder or, After qualifying shall resign, die or dissqualify in any way As trustee here under, I hereby give and grant to the said Thomas Charles PRYSE full right and power to name and appoint a trustee here under and he is given the righ and power to name and appoint his successor as trustee hereunder by his will.

(i)  I hereby require the trustee hereunder to make bond as such trustee with some good and solvent surety Company as surety the_____ trustee in the sum of five thousand dollars And in the event of a sale by the trustee of any or All of my real esate, I direct that the bond of the trustee be increased in a sum sufficient to cover the amount or Amounts received from such sale or sales of real estate.

Item 3.  I hereby appoint my son, Thomas Charles PRYSE, of Beattyville, Lee County Kentucky, executor of this my last Will and testament.

Item 4.  I hereby Authorize and empower my daughter, Nora PRYSE BRANCH, to make such dispostion of my household furniture and furnishing and personal Apparel as she may deem advisable, with full power to divide same amoung my children and grandchildren or any of them she may see fit or make such other dispostion of same as she may demm advisable.  And I hereby direct that said articles be omitted from any inventory of my estate and that no appraisement thereof be made and that same be not charged to or against my executor and trustee or either of them.

Item 5.  In the event any term of provision of this will shall be determined to be in Contravention of the Statutes of perpetuities, then and in that event such terms or terms and provision or provisions shall be so modified as to make same comply with the statutes of perpetuities and be legal and effective thereunder, so modifying and fixing such term or terms and provision or provisions that same will be the greatest period permissible under said statutes of perpetuities.  And it is further my will and I hereby direct that in the event any term or terms, provision or provisions of my will be held invalid or illegal, such invalidity or illegality of such term or terms, provision or provisions shall be in no wise affect the remainder thereof.

In witness wherof I have here unto set my hand and seal at Beattyville, Lee County, Kentucky, this 4th day of November, 1930.

Sarah E. PRYSE                S. E. PRYSE {seal}

Signed by Sarah E. PRYSE and by her Acknowledged to be her last will and testament in Our presence, sight and hearing, who at her request and in her presence and in the presence of each other have hereunto subscribed Our names as witnesses, At Beattyville, Lee County, Kentucky, this 4th day of November, 1930.

C. BEACH  - residing at Beattyville, Ky.
E. B. ROSE - residing at Beattyville, Ky.

State of Kentucky
County of Lee
I, Elizabeth MATTOCKS, Clerk of the Lee County Court do hereby certify that the foregoing last Will And testament of Sarah E. PRYSE, deceased, was on the 21sh day of June, 1941, produced and filed in open Court and proven by the testimonies of C. BEACH and E. B. ROSE to be said last will and testament of said testator;  Whereupon the same with the foregoing and this my certificate have been duly recorded in my said Office in Will Book No. 1 Page 437.
Given under my hand this the 16th day of June, 1941

Elizabeth MATTOCKS Clerk of the Lee County Court
By Evaline DURBIN D. C.