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If any of my children are minors at the time of my death, I nominate my mother, KATHERINE JACKSON as guardian of the persons and estates of such minor children. If KATHERINE JACKSON fails to survive me, or is unable or unwilling to act as guardian, I nominate DIANA ROSS as guardian of the persons and estates of such minor children。

I subscribe my name to this Will this 7 day of July, 2002

MICHAEL JOSEPH JACKSON

On the date written below, MICHAELJOSEPH JACKSON, declared to us, the undersigned, that the foregoing instrument consisting of five (5) pages, including the page signed by us as witnesses, was his Will and requested us to act as witnesses to it. He thereupon signed this Will in our presence, all of us being present at the same time. We now, at his request, in his presence and in the presence of each other, subscribe our names as witnesses。

Each of us is now more than eighteen(18) years of age and a competent witness and resides at the address set forth after his name。

Each of us is acquainted with MICHAEL JOSEPH JACKSON. At this time, he is over the age of eighteen(18) years and, to the best of our knowledge, he is of sound mind and is not acting under duress, menace, fraud, misrepresentation or undue influence。

We declare under penalty of perjury that the foregoing is true and correct。

Executed on July 7th, 2002 at 5:00pm, Los Angeles