I, J N 1 _ ~ S _GANDOLFINI, a resident of the City, County and State

of New York, and a citizen of the United States of America, being of full
age, sound mind, memory and understanding, do hereby make,
publish and declare this to be my Last Will and Testament, hereby
revoking all Last Wills and Testaments and Codicils thereto attached,
heretofore made by me.
E1.BSI.;_
I direct that all of my just debts, funeral expenses,
last Illness expenses, If any, and the cost of administration of my
estate be paid out of the assets of my estate as soon after my demise
as may be practicable. Such debts shall not include obligations
secured by mortgages on real property and loans secured by a
cooperative apartment.
SECOND: I direct that all Inheritance, estate, transfer,
succession and other death taxes and duties (Including any interest or
penalties thereon) Imposed by any jurisdiction whatsoever by reason
of my death (exclusive of any tax Imposed as a result of any
generation-skipping transfer under the Internal Revenue Code of 1986
as amended or a corresponding provision of state law) upon or with
respect to any property Includible in my estate for the purpose of any
such taxes or duties, whether such property passes under or outside,
or has passed outside the provisions of this Will or any Codicil hereto,
be paid from the principal of my residuary estate without
apportionment.
THIRD: A) I g N ~ !:Iff. r:nv _clothing and jewelry to my son,
MICHAEL GANDOLFINI, to be his absolutely, If he survives me, and
which property he may distribute In his sole determination, and If he
1
does not survive me, then to my wife, DEBORAH LIN, to be j hers
absolutely, If she survives me, and which property she may dist.,bute
'
In her sole determination, and If she does not survive me, my
Executors to be divided as my Executors shall determine, hlch
determination shall be conclusive and binding upon all pe ons
interested In my estate.
B) I all my other tangible personal property (otherlthan
currency) to my wife, DEBORAH LIN, to be hers absolutely, If she
survives me, and which property she may distribute In her1sole
determination, and If she does not survive me, then to my Exe tors
to be divided as my Executors shall determine, which determi'ftion
shall be conclusive and binding upon all persons interested it) my
estate.
C) Any expenses which may be Incurred In s !ling,
storing, packing, shipping and insuring any of such tangible pe
property, Including any expense which may be Incurred In dell ring
such property to the designated beneficiary or beneficiaries th
shall be charged against the principal of my estate and treated as an
expense of administering my estate.
FOURTH: d.e.vlse and bequeath the following:
A) To my assistant, PAULETTE FLYNN BOURNE a/k/a
FLYNN, the sum of Two Hundred Thousand ($200,000.00) Do)lars,
provided she shall survive me;
6) Io my friend, FAIIMA .. e?AE, the sum of Fifty ($
Dollars, provided she shall survive me;
2
C) To my niece, LA!JRA ANTONACCI, the sum of Five Hundred
Thousand Dollars, provided she shall survive me;
D) To my niece, the sum of Five Hundred
Thousand Dollars, provided she shall survive me;
E) To my godson, R_QBERT JOSEPH PARISH, the sum of One
Hundred Thousand ($100,000.0.0) Dollars, provided he shall survive
me.
F) To my friend, Thgmas A. Rlchardsonr the sum of Two
Hundred thousand ($200,000.00) Dollars, provided he shall survive
me;
G) To my friend, 09ug Katz, the sum of Fifty Thousand
($50
1
000.00) Dollars, provided he shall survive me with the hope that
,---
he will use it for the benefit of his son.
fi.EI!:i;. I direct my Executors to and I .giv:e ..and to. the
Trust which I have created for the benefit of my son,
GANDOLFINI, a first _()QtiQn to purchase all my right, title and Interest
In Condominium Unit No. SC, together with Parking Space Number 9,
located at 429 Greenwich Street, New York, New York at Its fair
market value. In .the event that said trust does not purchase from n:tY
estate Condominium Unit No. SC, together with Parking Space Number
9, located at 429 Greenwich Street, New York, New York then the
same shall be a part of my residuary estate and be disposed of In.
accordance with the provisions hereinafter contained In this my, Last
Will and Testament, regarding the disposition of my residuary estate.
ill.Tit.
I have provided for my wife, DEBORAH UN, as set
forth In Articles Third and Eighth (B) herein, I have also made other
3
provisions for DEBORAH UN and therefore, I am not making any
further provisions for her under this, my Last Will and Testament.
SEVENTH: I_gjye, devise and bequeath to n:lY Trustees,
hereinafter named, IN TRUST NEVERTHELESS, all_Qf.my right, title
Interest in and to t;b.e house and land which I own_ In Italy. My Trustees
shall hold the same for the of my son, Ml<;hael Gandolflnl and
Liliana Ruth Gandolflni. The Interest of nw son, Michael
Gandolfini in this Trust shall be fifty (SO%) percent and the interest of
my daughter, Ullana Ruth Gandolfinl shall be fifty (50%) percent.
Upon both beneficiaries of this trust reaching the age of twenty-five
(25) said property shall be transferred to them In such percentages. It
Is my hope and desire that they will continue to own said property and
keep it In our family for as long as possible.
EIGHTH: A) I give, devise and bequeath all the rest,
rE!?ldue and remainder of my __ estate, of whatsoever nature and
wheresoever situate, Including any lapsed legacies, bequests and
devises, (sometimes referred to herein as my "residuary estate"tas
follows:
i} Thirty Percent to IllY sister, GANDOLFINI;
II) Thirty Percent to my sister, JQHANNA ANTONACCI;
iii) Twenty Percent (20%) to my wife, UN;
iv) Twenty Percent (20%) to my daughter, UUANA RUTH
GANQ9LfiNI.
B) In the event that any of the above-named
beneficiaries shall predecease me or die with me In or as the result of
a common accident or disaster or under such circumstances that It is
4
doubtful who died first, then the Interest of such a deceased residuary
estate beneficiary I give devise and bequeath to the remaining
residuary estate beneficiaries In equal shares, share and share alike.
In the event that any two of the above-named beneficiaries shall
predecease me or die with me In or as the result of a common accident
or disaster or under such circumstances that It Is doubtful who died
first, then the interest of such a deceased residuary estate
beneficiaries I give devise and bequeath to the remaining residuary
estate beneficiary.
NINTH: I have in mind my beloved son, MICHAEL
GANDOLFINI, but I am not providing for him other than as set forth In
this my Last Will and Testament because I have made other provisions
for him.
TENTH:
Whenever, pursuant to the provisions of this, my
Will, any share of my estate or any Income therefrom shall be payable
or distributable to any beneficiary who is under twenty-one (21) years
of age, the same shall absolutely vest In and belong to such
beneficiary, but payment thereof may be deferred, and I authorize my
Trustees, in their sole and uncontrolled discretion, to hold the same
and to retain the custody and control thereof, and to administer the
same on the beneficiary's behalf, and to accumulate the income
therefrom, If any, with all the Investment and other powers hereinafter
granted to them as Trustees, and 1 direct that they shall apply so
much of the Income and principal thereof as in their discretion they
may deem advisable and proper from time to time for the support,
education and maintenance of such beneficiary, and upon such
5
beneficiary's attaining the age of twenty-one (21) years, to pay over
to such beneficiary whatever principal and Income may then remain In
their hands, or In the event such beneficiary shall die prior to attaining
the age of twenty-one (21) years, then to the estate of such
beneficiary.
ELEVENTH: Any income or corpus to be applied for the use and
benefit of a beneficiary under the age of twenty-one (21) years, under
the provisions of this Will, may be so applied by the Executors and
Trustees either directly or by mal<lng payment, without bond, to such
beneficiary, or to a guardian of the person or of the property of such
beneficiary, or to any head of any household with whom such
beneficiary resides, for the use of such beneficiary, In which event the
receipt of such beneficiary, parent, guardian or person, as the case
may be, shall be a complete discharge to the Executors or Trustees
makln.g such payment; such person need not be legally appointed the
guardian of such beneficiary, nor shall such beneficiary, guardian or
person be obligated to give any accounting for the disposition of said
income or corpus except on the written request of the Executors or
Trustees hereunder.
TWELEIH: No principal or Income payable or to become payable
under any trust created by this Will shall be subject to anticipation or
assignment by any beneficiary thereof, or to attachment by or to the
Interference or control of any creditor of any such beneficiary, or to be
taken or reached by any legal or equitable process In satisfaction of
any debt or liability of such beneficiary prior to Its actual receipt by the
beneficiary.
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THIRTEENTH: In addition to, and not in limitation of,
the powers and discretions elsewhere herein granted and conferred by
law, I give and grant to my Executors and Trustees, in the
administration of my estate and the Powers-in-Trust hereunder and,
Insofar as pertinent, In the administration of accumulated Income held
hereunder, the following powers and discretions:
A) To retain, In their absolute discretion and for
such period or periods as shall seem advisable to them, all or any part
of the property owned by me at the time of my death, the property
received at the commencement of any Trust and the property received
in substitution therefore.
B) To Invest and reinvest the funds of my estate
or of any Trust, In property of any kind, real, personal, mixed or
chooses in action, irrespective of any statute, case, rule or custom
limiting the investment of estate or Trust funds.
C) To continue and to operate any business or
Interest therein I may own at the time of my death for such time as
they shall deem advisable; to engage In any other business; to
become or remain a partner, general or special, In any business; to
incorporate any such business and hold the stock thereof as an
investment; and to provide capital for and employ agents to manage
and operate any such business without liability or Indebtedness
resulting from the operation thereof If the management Is selected
with reasonable care.
D) To sell at public or private sale, exchange,
mortgage, lease (although the term of the lease may extend beyond
7
the term of any Trust) and otherwise manage and deal with real estate
and rights below and above Its surface.
E) To exercise all rights as the owner of securities
including, among others, the right to vote by proxy, participate in
reorganizations and voting Trusts and hold stock in their own names,
jointly or severally, or In the name of a nominee, with or without
disclosing the fiduciary relationship.
F) To carry out the terms of any agreement I may
have entered Into to sell all or any part of any property or any Interest
I may own in any business at the time of my death.
G) To borrow money and mortgage or pledge the
property of my estate or any Trust as security therefor; to advance
money for the protection of my estate or any Trust and secure such
advances by a lien on the property of my estate or any Trust; and to
advance Income to beneficiaries and secure such advance by a lien on
the future benefits of such beneficiaries.
H) To make allotments and distribution In kind
without regard to the Income tax basis of any assets.
I) To compromise and arbitrate claims In favor of
or against my estate or any Trust.
J) To determine, In their sole discretion, what is
Income or corpus of my estate or any Trust and to apportion and
allocate all receipts, credits, disbursements, expenses and charges to
Income or corpus as t h ~ y shall deem proper and, except Insofar as
they shall exercise such discretion, matters relating to the rights of
8
beneficiaries among themselves as to corpus and Income shall be
governed by the rules of law applicable from time to time.
K) To deduct from the income of my estate or any
Trust a reserve for depreciation of any depreciable asset and to
authorize the Income beneficiary thereof to take such deduction or to
apportion such deduction between themselves, as fiduciaries, and the
income beneficiary in such manner as they shall deem proper.
L) To sell property to or purchase property at
public or private sale from any Trust created hereunder with the
proceeds or funds from any such other Trust for a consideration equal
to the then fair market value of the property notwithstanding that they
may be the fiduciaries of both the selling and purchasing Trust.
M) To execute and deliver any written Instruments
which they may deem advisable to carry out any power, duty or
discretion granted to them, and all persons shall be fully protected in
relying upon their power to execute every such instrument and no one
shall be obligated to see to the application by them of any money or
property received by them pursuant to the execution and delivery of
any such Instrument.
N) Whenever they shall have the right to elect
whether any Item of expense connected with the administration of my
estate or of any Trust shall be claimed as a deduction for Income tax
purposes or claimed, Instead, as a deduction for estate tax purposes to
exercise such right of election in such manner as they may, in their
absolute discretion, determine to be advisable even though the
manner in which such election Is exercised may result in an advantage
9
or disadvantage to any beneficiary as compared with any other
beneficiary.
0) Whenever required to make a distribution or
transfer of all or a part of the assets of my estate or of any Trust, to
retain therefrom assets sufficient, in their judgment, to cover any
liability which may then or later be imposed upon them Including, but
not limited to, their liability for estate, inheritance, income or other
taxes, until such liability shall have been finally determined.
P) The Executors and Trustees shall have sole
custody of all securities, papers, personal property and cash
comprising my probate or Trust estate and solely perform all
ministerial duties. No Individual Executor or Trustee shall be
obligated, but may If he wishes to sign or countersign checks for the
disbursement of estate or Trust funds.
Q} All powers, duties and discretionary authority
granted to the Executors and Trustees may be exercised by them
without posting any bond, without obtaining any order from or the
approval of any Court and without any notice to or consent of anyone.
The Executors and Trustees are not to be answerable for any loss that
does not occur through their own default or negligence. A successor
Executor or a successor Trustee shall succeed to all the powers, duties
and discretionary authority of the original Executors and Trustees.
R) To hold, manage, invest and account for the
Trusts created hereunder, In whole or In part, in solido, in one or more
consolidated funds as they, in their sole discretion, may from time to
time determine. In such event, the division of such funds into the
10
Trusts need be made only on the Trustees' books of account in which
each Trust shall be proportionately" charged and credited. No such
consolidation holding, however, shall be deemed to defer or postpone
the vesting or distribution, in accordance with the terms of this, my
Will, of any property held in Trust.
5) Any Executor or Trustee may, with the consent
of the other, delegate any or all of his or her or its powers, duties and
discretions to any other Executor or Trustee by an Instrument In
writing and may revoke such delegation at will in the same manner.
T) To employ brokers, banks, custodians,
Investment counsel, attorneys, accountants and such other agents,
professional or otherwise, and to delegate to them such of their duties,
rights and powers as they may determine and for such periods as may
be deemed proper without liability for any mistake or default of any
such person selected or retained with reasonable care and prudence
and to pay them, or any of them, reasonable compensation which shall
be deemed part of the expenses of my estate or of the Trusts or
Powers-in-Trust hereunder, as the case may be.
U) In case it shall become necessary or proper to
divide all or any part of my estate or any Trust hereunder into parts or
shares or to distribute the same, to make such division or distribution,
in their discretion, in money, in kind, or partly in money and partly in
kind; and, if such division Is for the purpose of enabling any asset to
be held pursuant to a Trust or a Power-in-Trust, to effect such division,
In whole or In part, In their sole discretion, by allocating to each part
or share an undivided interest In such asset.
11
V) In the event It shall be necessary or proper for
my Executors or Trustees to distribute any part of my estate or any
Trust hereunder, then and In their sole and absolute discretion, they
shall have the power to make non-pro-rata distributions.
W) To join with my wife in filing any income tax
return for any year In which such joinder Is permitted by law and to
pay all or such ratable share of any taxes thereon as they shall deem
proper and to consent to any gifts made by my wife during my lifetime
as having been made one-half by me for the purpose of any gift tax
law, and the exercise of such authority shall be final and conclusive
and not subject to question by any persons.
FOURTEENTH: A) t hereby nominate, constitute and
appoint my wife, DEBORAH LIN, my sister, LETA GANDOLFINI, and my
attorney and friend, ROGER S. HABER, as Go-Executors of this, my
Last Will and Testament.. l!l .. the event that DEBORAH UN or LI;TA
GANDOLFINI o,r_R,QGER S. HABER shall predecease me, fail to qualify,
resign or to act as Executor for any reason whatsoever, then I .
direct that the Co-Executors or sole remaining Co-Executor
may continue to act as such without the necessity or appointing
substitute or successor Co-Executors in the others place and stead. _!
dir:ect that my Co-Executors, whether acting together or singly or in
any combination, shall not be required to furnish any bond or other
security for the faithful performance of their duties In any jurisdiction
whatsoever, any law to the contrary notwithstanding.
B) nominate, constitute and appoint my
wife, D_EBORAH .. J.lN, my sister, LETA GANDOLFINI, a.nd my attorney,
12
R9GER S. HABER, Co-Trustees. of the Powers-in-Trust created
under this, my Last Will and Testament. In_ttle event DWEAH LIN _pr
LET!\_GANDOLFINI Qr RQGER S. HABER shall predecease me, resign,
fall to qualify or to act as Co-Trustee for any reason whatsoever
then I ___ n9minate, constitute and appoint IT!Y sister, JqHANNA
ANTONACCI, as substitute or successor Co-Trustee hereunder.
that m..Y.J::Q:::.Trtlstees, whether serving together or singly or In any
combination, shalLoot to fumish any bond or other
security for the faithful performance of their duties In any capacity In
any jurisdiction whatsoever, any law to the contrary notwithstanding.
C) No Individual Executor or Trustee acting
hereunder shall be liable or responsible for the neglect or default of
any other Executor or Trustee nor for the neglect or default of any
agent selected or appointed with reasonable care, and my individual
Executors and Trustees shall not be liable or accountable for any act
performed, permitted or omitted by them, or by reason of any loss or
diminution in value suffered by my estate or any Trust herein
established except for acts of fraud or gross negligence. No fiduciary at
any time acting hereunder shall be required to file periodic accountings
in the court in which this Will shall be admitted to probate, but such
fiduciary may do so at any time or times if he or she shall deem the
filing of any such accounting advisable.
FIFTEENTH; In the event that the mother of a minor child
of mine, predeceases me or cannot serve as guardian of such child for
any reason whatsoever, then I appoint my sister, LETA GANDOLFINI,
as Guardian of my minor children. In the event the mother of a minor
13
----
child of mine and LETA GANDOLFINI, both predecease me or cannot
serve as guardian of such child for any reason whatsoever, I hereby
appoint my sister, JOHANNA ANTONACCI, as substitute or successor
Guardian hereunder. I direct that my Guardian and my substitute or
successor Guardian shall not be required to furnish any bond or other
security for the faithful performance of her duties in any jurisdiction
whatsoever, any law to the contrary notwithstanding.
SIXTEENTH: No person dealing with my Executors, Trustees
or Guardians shall be required to see to the application of any property
paid or delivered to them, or to Inquire Into the expediency or
propriety of any transaction, or the authority of my Executors or
Trustees or Guardians to enter Into and consummate the same upon
such terms as they may deem advisable.
SEVENTEENTH: If any beneficiary or beneficiaries under this
Will, and I, or any person upon whose death such beneficiary or
beneficiaries would have otherwise become entitled to receive any
rr income or principal hereunder should die in a common accident or
disaster, or as a result of a common accident or disaster, or under
such circumstances that It Is doubtful who died first, then all of the
provisions of this Will shall take effect In like manner as If such
beneficiary or beneficiaries had predeceased me or such other person,
as the case may be.
IN WITNESS WHEREOF, I have subscribed and sealed and do
publish and declare these presents as and for my Last Will and
14
. I
Testament In the presence of the witnesses attesting the same
the .tJ_ day of the year Two Thousand and Twelve.
(L.S.)
The above instrument, consisting of fifteen
( 15) pages, of which this Is the fifteenth (15th) page,
was, at the date thereof, subscribed, sealed,
published and declared by the Testator, JAMES
GANDOLFINI, as and for his Last Will and Testament
In the presence of us and each of us, who, at his
request, In his presence and In the presence of each
other, have hereunto subscribed our names as
witnesses thereto the
1
'\ \l'i day of In the
year Two Thousand and Twelve.
I
residing at
5U LA./. Jt?Jr.f 5r.

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I

tJw N i I 003fp
f
residing at OJ I- I r 3Js1 A.fnkg.
htff 2-F
CCI!T /mhvt l ,fJY/JJ,
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residing at 40 SQ D4Jrn:>() sf pt/6'
/mlwr:tf M/ //:{73
15
State of
County of
)
) ss:
Each of the undersigned, individually and severally, being duly sworn,
. deposes and says:
The within Will was subscribed In our presence and sight at the end
thereof by JAMES GANOOLFINI, the within named Testator on the \ '\ 1<1,. day
of
2"\5 roc.y.
at

Said Testator at the time of making such subscription, declared the
instrument so subscribed to be his Last Will.
Each of the undersigned thereupon signed his or her name as a
witness at the end of said Will at the request of said Testator, In his presence
and sight and In the presence and sight of each other.
Said was, at the time of so executing said Will, over the age
of elghteert""years and, in the respective opinions of the undersigped, of
sound mind, memory and understanding and not under any restraint or in
any respect Incompetent to make a Will.
Said Testator, in the respective opinions <?f.--the undersigned, could
read, write and converse In the English language and was suffering from no
defect of sight, hearing or speech, or from any other mental
impairment which would his capacity to make a valid Will. The Will
was executed as a single, original instrument and was not executed In
counterparts.
Each of the undersigned was acquainted with said Testator at such
time and makes this affidavit at his request.
The within Will was shown to the undersigned at the time this affidavit
was made and was examined by each of them as to the signatures of said
Testator and of the undersigned.
The foregoing Instrument was executed by said Testator and witnessed
by each of the undersigned affiants under the supervision
of \-t , an attorney-at-law.
Sworn to before me this /9-1<
jl._.,..b.,. of 4--2012.
,en ..L/
tP lie Notary!PU
...,
8i:nt.
1
Jd.vw
.t w..., YUt l
'J ...... .... .;l8
Qnelified in J.N Count)
&1, UJ/IriiS c,


State of Yoti!...'c
County of N.(W) '/oet
)
) ss:
)
I, JAMES GANDOLFINI, have designated my attorney ROGER S. HABER an
Executor in my Last Will and Testament dated l>ec:em\..u:. \(\ , 2012.
Prior to signing my Last Will and Testament, I was Informed that:
1. Subject to limited statutory exceptions, any person, Including an
attorney, Is eligible to serve as my executor;
2. Absent an agreement to the contrary, any person, Including an
attorney, who serves as an executor for me Is entitled to receive statutory
commissions for executorial services rendered to my estate;
3. Absent execution of this disclosure . acknowledgement, the attorney
who prepared the Will, a then affiliated attorney, or any employee of such attorney
or a then affiliated attorney, who serves as an executor shall be entitled to one-half
the commissions he or she would otherwise be entitled to receive and;
4. If such attorney serves as my executor, and he or she or another
attorney affiliated with such attorney renders legal services In connection with the
executor's official duties, he or she is entitled to receive just and reasonable
compensation for those legal services, in addition to the commission to which an
7fk'{ff'fT (L.s.)
JAMEi/FlNi

NOTAfft fU:;ta:, ol Nwr Yorll
No.
QUeiilicd in J.N . eoumr J.
ti.y Commission ExplriSlP/.:t ';J/"J
17