Last Will And Testament of Elvis Presley

I, Elvis A. Presley, a resident and citizen of Shelby County,
Tennessee, being of sound mind and disposing memory, do hereby
make, publish and declare this instrument to be my last will and
testament, hereby revoking any and all wills and codicils by me
at any time heretofore made.

Item I
Debts, Expenses and Taxes

I direct my Executor, hereinafter named, to pay all of my
matured debts and my funeral expenses, as well as the costs and
expenses of the administration of my estate, as soon after my
death as practicable. I further direct that all estate,
inheritance, transfer and succession taxes which are payable by
reason under this will, be paid out of my residuary estate; and
I hereby waive on behalf of my estate any right to recover from
any person any part of such taxes so paid. My Executor, in his
sole discretion, may pay from my domiciliary estate all or any
portion of the costs of ancillary administration and similar
proceedings in other jurisdictions.

Item II

Instruction Concerning Personal Property: Enjoyment in Specie

I anticipate that included as a part of my property and estate
at the time of my death will be tangible personal property of
various kinds, characters and values, including trophies and
other items accumulated by me during my professional career. I
hereby specifically instruct all concerned that my Executor,
herein appointed, shall have complete freedom and discretion as
to disposal of any and all such property so long as he shall act
in good faith and in the best interest of my estate and my
beneficiaries, and his discretion so exercised shall not be
subject to question by anyone whomsoever.

I hereby expressly authorize my Executor and my Trustee,
respectively and successively, to permit any beneficiary of any
and all trusts created hereunder to enjoy in specie the use or
benefit of any household goods, chattels, or other tangible
personal property (exclusive of choses in action, cash,
stocks, bonds or other securities) which either my Executor or my
Trustees may receive in kind, and my Executor and my Trustees
shall not be liable for any consumption, damage, injury to or
loss of any tangible property so used, nor shall the
beneficiaries of any trusts hereunder or their executors of
administrators be liable for any consumption, damage, injury to
or loss of any tangible personal property so used.

Item III

Real Estate

If I am the owner of any real estate at the time of my death, I
instruct and empower my Executor and my Trustee (as the case may
be) to hold such real estate for investment, or to sell same, or
any portion therof, as my Executor or my Trustee (as the case
may be) shall in his sole judgment determine to be for the best
interest of my estate and the beneficiaries thereof.

Item IV

Residuary Trust

After payment of all debts, expenses and taxes as directed under
Item I hereof, I give, devise, and bequeath all the rest,
residue, and remainder of my estate, including all lapsed
legacies and devices, and any property over which I have a power
of appointment, to my Trustee, hereinafter named, in trust for
the following purposes:

(a) The Trustees is directed to take, hold, manage, invest and
reinvent the corpus of the trust and to collect the income
therefrom in accordance with the rights, powers, duties,
authority and discretion hereinafter set forth. The Trustee is
directed to pay all the expenses, taxes and costs incurred in
the management of the trust estate out of the income thereof.

(b) After payment of all expenses, taxes and costs incurred in
the management of the expenses, taxes and costs incurred in the
management of the trust estate, the Trustee is authorizes to
accumulate the net income or to pay or apply so much of the net
income and such portion of the principal at any time and from
time to time to time for health, education, support, comfortable
maintenance and welfare of: (1) My daughter, Lisa
Marie Presley, and any other lawful issue I might have, (2) my
grandmother, Minnie Mae Presley, (3) my father, Vernon E.
Presley, and (4) such other relatives of mine living at the time
of my death who in the absolute discretion of my Trustees are in
need of emergency assistance for any of the above mentioned
purposes and the Trustee is able to make such distribution
without affecting the ability of the trust to meet the present
needs of the first three numbered categories of beneficiaries
herein mentioned or to meet the reasonably expected future needs
of the first three classes of beneficiaries herein mentioned.
Any decision of the Trustee as to whether or not distribution,
to any of the persons described hereunder shall be final and
conclusive and not subject to question by any legatee or
beneficiary hereunder.

(c) Upon the death of my Father, Vernon E. Presley, the Trustee
is instructed to make no further distributions to the fourth
category of beneficiaries and such beneficiaries shall cease to
have any interest whatsoever in this trust.

(d) Upon the death of both my said father and my said
grandmother, the Trustee is directed to divide the Residuary
Trust into separate and equal trusts, creating one such equal
trust for each of my lawful children then surviving and one such
equal trust for the living issue collectively, if any, of any
deceased child of mine. The share, if any, for the issue of any
such deceased child, shall immediately vest in such issue in
equal shares but shall be subject to the provisions of Item V
herein. Separate books and records shall be kept for each
trust, but it shall not be necessary that a physical division of
the assets be made as to each trust.

The Trustee may from time to time distribute the whole or any
part of the net income or principal from each of the aforesaid
trusts as the Trustee, in its uncontrolled discretion, considers
necessary or desirable to provide for the comfortable support,
education, maintenance, benefit and general welfare of each of
my children. Such distributions may be made directly to such
beneficiary or to the guardian of the person of such beneficiary
and without repsonsibilty on my Trustee to see to the
application of nay such distributions and in making such
distributions, the Trustee shall take into account all other
sources of funds known by the Trustee to be available for each
respective beneficiary for such purpose.

(e) As each of my respective children attains the age of
twenty-five (25) years and provided that both my father and my
grandmother are deceased, the trust created hereunder for such
child care terminate, and all the remainder of the assets then
contained in said trust shall be distributed to such child so
attaining the age of twenty-five (25) years outright and free of
further trust.

(f) If any of my children for whose benefit a trust has been
created hereunder should die before attaining the age of twenty-
five (25) years, then the trust created for such a child shall
terminate on his death, and all remaining assets then contained
in said trust shall be distributed outright and free of further
trust and in equal shares to the surviving issue of such
deceased child but subject to the provisions of Item V herein;
but if there be no such surviving issue , then to the brothers
and sisters of such deceased child in equal shares, the issue of
any other deceased child being entitled collectively to their
deceased parent's share. Nevertheless, if any distribution
otherwise becomes payable outright and free of trust under the
provisions of this paragraph (f) of the Item IV of my will to a
beneficiary for whom the Trustee is then administering a trust
for the benefit of such beneficiary under provisions of this
last will and testament, such distribution shall not be paid
outright to such beneficiary but shall be added to and become a
part of the trust so being administered for such beneficiary by
the Trustee.

Item V

Distribution to Minor Children

If any share of corpus of any trust established under this will
become distributable outright and free of trust to any
beneficiary before said beneficiary has attained the age of
eighteen (18) years, then said share shall immediately vest in
said beneficiary, but the Trustee shall retain possession of
such share during the period in which such beneficiary is under
the age of eighteen (18) years, and, in the meantime, shall use
and expend so much of the income and principal for the care,
support, and education of such beneficiary, and any income not
so expended with respect to each share so retained all the power
and discretion had with respect to such trust generally.

Item VI

Alternate Distributees

In the event that all of my descendants should be deceased at
any time prior to the time for the termination of the trusts
provided for herein, then in such event all of my estate and all
the assets of every trust to be created hereunder (as the case
may be) shall then distributed outright in equal shares to my
heirs at law per stripes.

Item VII

Unenforceable Provisions

If any provisions of this will are unenforceable, the remaining
provisions shall, nevertheless, be carried into effect.

Item VIII

Life Insurance

If my estate is the beneficiary of any life insurance on my
life at the time of my death, I direct that the proceeds
therefrom will be used by my Executor in payment of the debts ,
expenses and taxes listed in Item I of this will, to the extent
deemed advisable by the Executor. All such proceeds not so used
are to be used by my Executor for the purpose of satisfying the
devises and bequests contained in Item IV herein.

Item IX

Spendthrift Provision

I direct that the interest of any beneficiary in principal or
income of any trust created hereunder shall not be subject to
claims of creditors or others, nor to legal process, and may not
be voluntarily or involuntarily alienated or encumbered except as
herein provided. Any bequests contained herein for any female
shall be for her sole and separate use, free from the debts,
contracts and control of any husband she may ever have.

Item X

Proceeds From Personal Services

All sums paid after my death (either to my estate or to any of
the trusts created hereunder) and resulting from personal
services rendered by me during my lifetime, including, but not
limited to, royalties of all nature, concerts, motion picture
contracts, and personal appearances shall be considered to be
income, notwithstanding the provisions of estate and trust law
to the contrary.

Item XI

Executor and Trustee

I appoint as executor of this, my last will and testament, and
as Trustee of every trust required to be created hereunder, my
said father.

I hereby direct that my said father shall be entitled by his
last will ant testament, duly probated, to appoint a successor
Executor of my estate, as well as a successor Trustee or
successor Trustees of all the trusts to be created under my last
will and testament.

If, for any reason, my said father be unable to serve or to
continue to serve as Executor and/or as Trustee, or if he be
deceased and shall not have appointed a successor Executor or
Trustee, by virtue of his last will and testament as stated
-above, then I appoint National Bank of Commerce, Memphis,
Tennessee, or its successor or the institution with which it may
merge, as successor Executor and/or as successor Trustee of all
trusts required to be established hereunder.

None of the appointees named hereunder,including any appointment
made by virtue of the last will and testament of my said father,
shall be required to furnish any bond or security for
performance of the respective fiduciary duties required
hereunder, notwithstanding any rule of law to the contrary.

Item XII

Powers, Duties, Privileges and Immunities of the Trustee

Except as otherwise stated expressly to the contrary herein, I
give and grant to the said Trustee (and to the duly appointed
successor Trustee when acting as such) the power to do
everything he deems advisable with respect to the administration
of each trust required to be established under this, my last
will and Testament, even though such powers would not be
authorized or appropriate for the Trustee under statutory or
other rules of law. By way of illustration and not in
limitation of the generality of the foregoing grant of power and
authority of the Trustee, I give and grant to him plenary power
as follows:

(a) To exercise all those powers authorized to fiduciaries under
the provisions of the Tennessee Code Annotated, Sections 35-616
to 35-618, inclusive, including any amendments thereto in effect
at the time of my death, and the same are expressly referred to
and incorporated herein by reference.

(b) Plenary power is granted to the Trustee, not only to relieve
him from seeking judicial instruction, but to the extent that
the Trustee deems it to be prudent, to encourage determinations
freely to be made in favor of persons who are the current income
beneficiaries. In such instances the rights of all subsequent
beneficiaries are subordinate, and the Trustee shall not be
answerable to any subsequent beneficiary for anything done or
omitted in favor of a current income beneficiary may compel any
such favorable or preferential treatment. Without in anywise
minimizing or impairing the scope of this declaration of intent,
it includes investment policy, exercise of discretionary power
to pay or apply principal and income, and determination
principal and income questions;

(c) It shall be lawful for the Trustee to apply any sum that is
payable to or for the benefit of a minor (or any other person
who in the Judgment of the Trustee, is incapable of making
proper disposition thereof) by payments in discharge of the
costs and expenses of educating, maintaining and supporting said
beneficiary, or to make payment to anyone with whom said
beneficiary resides or who has the care or custody of the
beneficiary, temporarily or permanently, all without
intervention of any guardian or like fiduciary. The receipt of
anyone to whom payment is so authorized to be made shall be a
complete discharge of the Trustees without obligation on his
part to see to the further application hereto, and without
regard to other resource that the beneficiary may have, or the
duty of any other person to support the beneficiary;

(d) In Dealing with the Trustee, no grantee, pledge, vendee,
mortgage, lessee or other transference of the trust properties,
or any part therof, shall be bound to inquire with respect to
the purpose or necessity of any such disposition or to see to
the application of any consideration therefore paid to the
Trustee.

Item XIII

Concerning the Trustee and the Executor

(a) If at any time the Trustee shall have reasonable doubt as to
his power, authority or duty in the administration of any trust
herein created, it shall be lawful for the Trustee to obtain the
advice and counsel of reputable legal counsel without resorting
to the courts for instructions; and the Trustee shall be fully
absolved from all liability and damage or detriment to the
various trust estates of any beneficiary thereunder by reason of
anything done, suffered or omitted pursuant to advice of said
counsel given and obtained in good faith, provided that nothing
contained herein shall be construed to prohibit or prevent the
Trustee in all proper cases from applying to a court of
competent jurisdiction for instructions in the administration
of the trust assets in lieu of obtaining advice of counsel.

(b) In managing, investing, and controlling the various trust
estates, the Trustee shall exercise the judgment and care under
the circumstances then prevailing, which men of prudence
discretion and judgment exercise in the management of their own
affairs, not in regard to speculation, but in regard to the
permanent disposition of their funds, considering the probable
income as well as the probable safety of their capital, and, in
addition, the purchasing power of income distribution to
beneficiaries.

(c) My Trustee (as well as my Executor) shall be entitled to
reasonable and adequate and adequate compensation for the
fiduciary services rendered by him.

(d) My Executor and his successor Executor and his successor
Executor shall have the same rights, privileges, powers and
immunities herein granted to my Trustee wherever appropriate.

(e) In referring to any fiduciary hereunder, for purposes of
construction, masculine pronouns may include a corporate
fiduciary and neutral pronouns may include an individual
fiduciary.

Item XIV

Law Against Perpetuities

(a) Having in mind the rule against perpetuities, I direct that
(notwithstanding anything contained to the contrary in this last
will and testament) each trust created under this will (except
such trust created under this will (except such trusts as have
heretofore vested in compliance with such rule or law) shall
end, unless sooner terminated under other provisions of this
will, twenty-one (21) years after the death of the last survivor
of such of the beneficiaries hereunder as are living at the time
of my death; and thereupon that the property held in trust shall
be distributed free of all trust to the persons then entitled to
receive the income and/or principal therefrom, in the proportion
in proportion in which they are then entitled to receive such
income.

(b) Notwithstanding anything else contained in this will to the
contrary, I direct that if any distribution under this will
become payable to a person for whom the Trustee is then
administering a trust created hereunder for the benefit of such
person, such distribution shall be made to such trust and not to
the beneficiary outright, and the funds so passing to such trust
shall become a part thereof as corpus and be administered and
distributed to the same extent and purpose as if such funds had
been a part of such a trust at its inception.

Item XV

Payment of Estate and Inheritance Taxes

Notwithstanding the provisions of Item X herein, I authorize my
Executor to use such sums received by my estate after my death
and resulting from my personal services as identified in Item X
as he deem necessary and advisable in order to pay the taxes
referred to in Item I of my said will.

In WITNESS WHEREOF, I, the said ELVIS A. PRESLEY, do hereunto
set my hand and seal in the presence of two (2) competent
witnesses, and in their presence do publish and declare this
instrument to be my Last Will and Testament, this 3 day of
March, 1977.

[Signed by Elvis A. Presley]
ELVIS A. PRESLEY

The foregoing instrument, consisting of this and eleven (11)
preceding typewritten pages, was signed, sealed, published and
declared by ELVIS A.PRESLEY, the Testator, to be his Last Will
and Testament, in our presence, and we, at his request and in
his presence and in the presence of each other, have hereunto
subscribed our names as witnesses, this 3 day of March, 1977, at
Memphis, Tennessee.

[Signed by Ginger Alden]
Ginger Alden residing at 4152 Royal Crest Place

[Signed by Charles F. Hodge]
Charles F. Hodge residing at 3764 Elvis Presley Blvd.

[Signed by Ann Dewey Smith]
Ann Dewey Smith residing at 2237 Court Avenue.

State of Tennessee

County of Shelby

Ginger Alden, Charles F. Hodge, and Ann Dewey Smith, after being
first duly sworn, make oath or affirm that the foregoing Last
Will and Testament, in the sight and presence of us, the
undersigned, who at his request and in his sight and presence,
and in the sight and presence of each other, have subscribed our
names as attesting witnesses on the 3 day of March, 1977, and we
further make oath or affirm that the Testator was of sound mind
and disposing memory and not acting under fraud, menace or undue
influence of any person, and was more than eighteen (18) years
of age; and that each of the attesting witnesses is more than
eighteen (18) years of age.

[Signed by Ginger Alden]
Ginger Alden

[Signed by Charles F. Hodge]
Charles F. Hodge

[Signed by Ann Dewey Smith]
Ann Dewey Smith

Sworn To And Subscribed before me this 3 day of March, 1977.

Drayton Beecker Smith II Notary Public

My commission expires:

August 8, 1979

Admitted to probate and Ordered Recorded August 22, 1977

Joseph W. Evans, Judge

Recorded August 22, 1977
B.J. Dunavant, Clerk
By: Jan Scott, D.C.