LAST WILL AND TESTAMENT

                                     OF

                                ROSCOE TURNER
                          -------------------------

          I, Roscoe Turner, a resident of Marion County, State of Indiana,
  being of sound and disposing mind and memory, do hereby make, publish and
  declare this to be my Last Will and Testament, hereby revoking any and
  all former Wills and Codicils thereto, if any, heretofore made by me.

          ITEM I.  I direct that all of my just debts and expenses of my
  last illness and death, including any and all inheritance and estate
  taxes, be paid out of my estate as soon after my death as shall be
  practicable and that no reimbursement or recovery be sought of any
  beneficiary hereunder, or any beneficiary of any insurance policy, or any
  trustee or beneficiary of any trust created by me on account of any
  inheritance and estate taxes which may be levied with respect thereto.

          ITEM II.  I direct my Executrix to make no claim to the household
  effects and furnishings and such items of tangible personal property
  within that description kept and maintained in and about my residence for
  the reason that such property is the exclusive property of my wife,
  Margaret Madonna Turner, the same having been acquired by her from her
  own funds or as gifts from me.

                                          Roscoe Turner (s)
                                          _________________________
                                          Roscoe Turner



  ------------------------------


          ITEM III.  I hereby give and bequeath to my wife, Margaret
  Madonna Turner, as Trustee, in trust, all of my personal trophies,
  including my Turner Special Airplane, Gilmore the Lion, my scrapbooks,
  pictures, awards, citations and, in the event the Thompson Products
  Museum at Cleveland, Ohio, is abandoned, moved or dismantled, the Wedell
  Williams Racer now located at that museum, as well as any other personal
  property pertaining to my career as a racer or business executive which
  may have historic value to a museum upon the following terms and
  conditions and for the following uses and purposes:

                  (a)  The Trustee shall make arrangements for the
  transfer, without consideration, of all of said property to one or more
  public museums or similar organizations, such organizations to be
  selected by the Trustee, as she in her absolute discretion may decide,
  provided, however, that such transfer or transfers shall be to an entity
  and/or for a use prescribed by Section 2055(a) of the Internal Revenue
  Code of 1954, as amended.

                  (b)   The Trustee shall have any and all power and
  authority necessary to carry out the purposes of this trust, and may
  execute any and all documents which may be necessary and/or desirable to
  effect the purpose and intent hereof, all without the requirement of any
  order of Court therefor, and as fully and effectively as I myself might
  do during my lifetime, all in the absolute discretion of the said
  Trustee, subject only to the provisions of subparagraph (a) of this ITEM
  III.

                                          Roscoe Turner (s)
                                          _________________________
                                          Roscoe Turner

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  -----------------------------


                  (c)   Upon the completion of the making of such
  arrangements as provided in subparagraph (a) hereof, this trust shall
  terminate and all of such property shall be transferred, without
  consideration of any kind, and absolutely and forever, to such
  organization or organizations for the uses and purposes set forth in
  subparagraph (a) of this ITEM III>

                  (d)   In the event this trust has not terminated within
  five years of the date of my death, all of the property referred to in
  this ITEM III shall immediately be transferred, without consideration of
  any kind, absolutely and forever, to the Smithsonian Institution,
  Washington, D.C., to be used by it for exclusively public purposes.

          ITEM IV.   I give, bequeath and devise unto my wife, Margaret
  Madonna Turner, absolutely and forever, all the rest and residue of my
  estate, real, personal and/or mixed, wheresoever situate.

          ITEM V.    In the event my said wife is indebted to me for any
  monies or other property loaned by me to her at my death, any such
  indebtedness is hereby forgiven.

          ITEM VI.   I hereby nominate and appoint my said wife, Margaret
  Madonna Turner as Executrix of this, my Last Will and Testament, and I
  direct that she serve without bond or if bond be required, I request the
  Court in its discretion to fix such


                                          Roscoe Turner (s)
                                          _________________________
                                          Roscoe Turner


                                    - 3 -
  -----------------------------



  bond in the minimum permissible by law; and in her capacity as such
  Executrix, I do hereby fully authorize and expower her to execute and
  deliver all necessary instruments, documents, deeds, conveyances and
  assignments, including, but not limited to, assignments of corporate
  stocks and stock certificates, which may be required for the purpose of
  transferring to and perfecting in my legatee or legatees and devisee or
  devisees the title to the property bequeathed and devised to them by this
  Will, all without the requirements of any order of Court therefor, and as
  fully and effectively as I, myself, might do during my lifetime.  In the
  event my said Executrix, is unable or unwilling to serve, it is my desire
  that American Fletcher National Bank and Trust Company, of Indianapolis,
  Indiana, serve as the Executor of this Will, with the same powers as
  above provided for my said Executrix.

          ITEM VII.  It is my wish and my desire and I recommend to my
  Executrix that she employ the law firm of McHale, Cook & Welch to
  represent my estate.

          IN WITNESS WHEREOF, I have hereunto set my hand and seal at
  Indianapolis, Indiana, this 26th day of December, 1967.

                                          Roscoe Turner (s)
                                          _________________________
                                          Roscoe Turner


          We, the undersigned witnesses, witnessed the signature of ROSCOE
  TURNER to the above document, consisting of four (4) typewritten pages,
  each bearing the signature of the said ROSCOE TURNER; and he declared to
  us that this was his Last Will and Testament, signed, sealed and
  published as such, and we have signed our names as witnesses thereto at
  his request and in his presence and in the presence of each other.


  Jim Tribley (s)           2232 N. Catherwood Indianapolis, Ind.
  ---------------------------------------------------------------
       Name                               Address

  Don Buttrey (s)           906 C of C Bldg, Idpls, Ind.
  ---------------------------------------------------------------
       Name                               Address


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  Original filed with:

  Marion County Probate Clerk's Office
  220 East Washington St., Room 1741
  Indianapolis, Indiana 46204-3381

  Cause #: E70-1070, Turner




          Transcribed by Milton Sandy, Jr., Corinth, MS, August 29, 1994