§ 11-1.1 Fiduciaries' powers

(a) As used in this section, unless the context or subject matter
otherwise requires, (1) the term "estate" means the estate of a
decedent; (2) the term "trust" means any express trust of property,
created by a will, deed or other instrument, whereby there is imposed
upon a trustee the duty to administer property for the benefit of a
named or otherwise described income or principal beneficiary, or both. A
trust shall not include trusts for the benefit of creditors, resulting
or constructive trusts, business trusts where certificates of beneficial
interest are issued to the beneficiary, investment trusts, voting
trusts, security instruments such as deeds of trust and mortgages,
trusts created by the judgment or decree of a court, liquidation or
reorganization trusts, trusts for the sole purpose of paying dividends,
interest, interest coupons, salaries, wages, pensions or profits,
instruments wherein persons are mere nominees for others, or trusts
created in deposits in any banking institution or savings and loan
institution; (3) the term "fiduciary" means administrators, executors,
preliminary executors, administrators d.b.n., administrators
c.t.a.d.b.n., administrators c.t.a., ancillary executors, ancillary
administrators, ancillary administrators c.t.a and trustees of express
trusts, including a corporate as well as a natural person acting as
fiduciary, and a successor or substitute fiduciary, whether designated
in a trust instrument or otherwise.

(b) In the absence of contrary or limiting provisions in the court
order or decree appointing a fiduciary, or in a subsequent order or
decree, or in the will, deed or other instrument, every fiduciary is
authorized:

(1) To accept additions to any estate or trust from sources other than
the estate of the decedent or the settlor of a trust.

(2) To acquire the remaining undivided interest in the property of an
estate or trust in which the fiduciary, in his fiduciary capacity, holds
an undivided interest.

(3) To invest and reinvest property of the estate or trust under the
provisions of the will, deed or other instrument or as otherwise
provided by law.

(4) To effect and keep in force fire, rent, title, liability, casualty
or other insurance to protect the property of the estate or trust and to
protect the fiduciary.

(5) With respect to any property or any estate therein owned by an
estate or trust, except where such property or any estate therein is
specifically disposed of:

(A) To take possession of, collect the rents from and manage the same.

(B) To sell the same at public or private sale, and on such terms as
in the opinion of the fiduciary will be most advantageous to those
interested therein.

(C) With respect to fiduciaries other than a trustee, to lease the
same for a term not exceeding three years and, in the case of a trustee,
to lease the same for a term not exceeding ten years although such term
extends beyond the duration of the trust and, in either of such cases,
including the right to explore for and remove mineral or other natural
resources, and in connection with mineral leases to enter into pooling
and unitization agreements.

(D) To mortgage the same.

(E) Any power to take possession of, collect the rent from, manage,
sell, lease or mortgage, granted by this subparagraph (5), which is
prohibited by the terms of the will, deed or other instrument or by the
provisions of this subparagraph (5), nonetheless exists, upon the
approval of the surrogate, where such power is necessary for the
purposes set forth in SCPA 1902.

(F) A fiduciary acting under a will may exercise all of the powers
granted by this subparagraph (5) notwithstanding the effect upon such
will of the birth of a child after its execution or of any election by a
surviving spouse.

(6) To make ordinary repairs to the property of the estate or trust.

(7) To grant options for the sale of property for a period not
exceeding six months.

(8) With respect to any mortgage held by the estate or trust (A) to
continue the same upon and after maturity, with or without renewal or
extension, upon such terms as the fiduciary deems advisable; (B) to
foreclose, as an incident to collection of any bond or note, any
mortgage securing such bond or note, and to purchase the mortgaged
property or acquire the property by deed from the mortgagor in lieu of
foreclosure.

(9) To employ any bank or trust company incorporated in this state,
any national bank located in this state or any private banker duly
authorized by the superintendent of financial services of this state to
engage in business here (who, as private banker, maintains a permanent
capital of not less than one million dollars) as custodian of any stock
or other securities held as a fiduciary, and the cost thereof, except in
the case of a corporate fiduciary, shall be a charge upon the estate or
trust. The records of such bank, trust company or private banker shall
at all times show the ownership of such stock or other securities. Such
stock or other securities shall at all times be kept separate from the
assets of such bank, trust company or private banker and may be kept by
such bank, trust company or private banker

(A) in a manner such that all certificates representing the securities
from time to time constituting the assets of a particular estate, trust
or other fiduciary account are held separate from those of all other
estates, trusts or accounts; or

(B) in a manner such that, without certification as to ownership
attached, certificates representing securities of the same class of the
same issuer and from time to time constituting assets of particular
estates, trusts or other fiduciary accounts are held in bulk, including,
to the extent feasible, the merging of certificates of small
denomination into one or more certificates of large denomination,
provided that a bank, trust company or private banker, when operating
under the method of safekeeping security certificates described in this
subparagraph (B), shall be subject to such rules and regulations as, in
the case of state chartered institutions, the state superintendent of
financial services and, in the case of national banking associations,
the comptroller of the currency may from time to time issue. Such bank,
trust company or private banker shall, on demand by the fiduciary,
certify in writing the securities held by it for such estate, trust or
fiduciary account.

(10) To cause any stock or other securities (hereinafter referred to
as "securities") held by any bank or trust company, when acting as
fiduciary, whether alone or jointly with an individual, with the consent
of the individual fiduciary, if any (who is hereby authorized to give
such consent), to be registered and held in the name of a nominee of
such bank or trust company without disclosure of the fiduciary
relationship; and, in the case of an individual acting as fiduciary, to
direct any bank or trust company incorporated under the laws of this
state, any national bank located in this state or any private banker
duly authorized by the superintendent of financial services of this
state to engage in business here (who, as private banker, maintains a
permanent capital of not less than one million dollars) to register and
hold any securities deposited with such bank, trust company or private
banker (hereinafter referred to as "bank") in the name of a nominee of
such bank. The bank shall not redeliver such securities to the
individual fiduciary, who authorized their registration in the name of a
nominee of the bank, without first registering the securities in the
name of the individual fiduciary, as such. But, any sale of such
securities by the bank at the direction of the individual fiduciary
shall not be treated as a redelivery. The bank may make any disposition
of such securities which is authorized or directed by an order or decree
of the court having jurisdiction of the estate or trust. Any such bank
shall be absolutely liable for any loss occasioned by the acts of its
nominee with respect to the securities so registered. The records of the
bank shall at all times show the ownership of any such securities and of
those held in bearer form. Such securities and those held in bearer form
shall at all times be kept separate from the assets of the bank and may
be kept by such bank

(A) in a manner such that all certificates representing the securities
from time to time constituting the assets of a particular estate, trust
or other fiduciary account are held separate from those of all other
estates, trusts or accounts; or

(B) in a manner such that, without certification as to ownership
attached, certificates representing securities of the same class of the
same issuer and from time to time constituting assets of particular
estates, trusts or other fiduciary accounts are held in bulk, including,
to the extent feasible, the merging of certificates of small
denomination into one or more certificates of large denomination,
provided that a bank, when operating under the method of safekeeping
security certificates described in this subparagraph (B), shall be
subject to such rules and regulations as, in the case of state chartered
institutions, the state superintendent of financial services and, in the
case of national banking associations, the comptroller of the currency
may from time to time issue. Such bank or trust company shall, on demand
by any party to an accounting by such bank or trust company as fiduciary
or on demand by the attorney for such party, certify in writing the
securities held by such bank or trust company as such fiduciary.

(11) In the case of the survivor of two or more fiduciaries, to
continue to administer the property of the estate or trust without the
appointment of a successor to the fiduciary who has ceased to act and to
exercise or perform all of the powers given to the original fiduciaries
unless contrary to the express provision of the will, deed or other
instrument.

(12) As successor or substitute fiduciary, to succeed to all of the
powers, duties and discretion of the original fiduciary, with respect to
the estate or trust, as were given to the original fiduciary, unless the
exercise of such powers, duties or discretion of the original fiduciary
are expressly prohibited by the will, deed or other instrument to any
successor or substituted fiduciary.

(13) To contest, compromise or otherwise settle any claim in favor of
the estate, trust or fiduciary or in favor of third persons and against
the estate, trust or fiduciary.

(14) To vote in person or by proxy, discretionary or otherwise, shares
of stock or other securities held by him as fiduciary.

(15) To pay calls, assessments and any other sums chargeable or
accruing against or on account of shares of stock, bonds, debentures or
other corporate securities held by a fiduciary, whenever such payments
may be legally enforceable against the fiduciary or any property of the
estate or trust or the fiduciary deems payment expedient and for the
best interests of the estate or trust.

(16) To sell or exercise stock subscription or conversion rights,
participate in foreclosures, reorganizations, consolidations, mergers or
liquidations, and to consent to corporate sales, leases and
encumbrances. In the exercise of such powers the fiduciary is authorized
to deposit stocks, bonds or other securities with any protective or
other similar committee under such terms and conditions respecting the
deposit thereof as the fiduciary may approve.

(17) To execute and deliver agreements, assignments, bills of sale,
contracts, deeds, notes, receipts and any other instrument necessary or
appropriate for the administration of the estate or trust.

(18) In the case of a trustee, to hold the property of two or more
trusts or parts of such trusts created by the same instrument as an
undivided whole without separation as between such trusts or parts,
provided that such separate trusts or parts shall have undivided
interests and provided further that no such holding shall defer the
vesting of any estate in possession or otherwise.

(19) When a legacy, a distributive share, the proceeds of any action
brought as prescribed by 5-4.1, or the proceeds of a settlement of an
action brought in behalf of an infant for personal injuries are payable
to an infant, incompetent, conservatee or person under disability and
the sum does not exceed ten thousand dollars, to make payment thereof to
the father or mother or to some competent adult person with whom the
infant, incompetent, conservatee or person under disability resides or
who has some interest in his welfare for the use and benefit of such
infant, incompetent, conservatee or person under disability. If the sum
payable to a patient in an institution in the state department of mental
hygiene is not in excess of the amount which the director of the
institution is authorized to receive under section 29.23 of the mental
hygiene law, to make payment of such sum to such director for use as
provided in that section.

(20) To make distribution in cash, in kind valued at the fair market
value of the property at the date of distribution, or partly in each,
without being required to make pro rata distributions of specific
property.

(21) To join with the surviving spouse or the executor of his will or
the administrator of his estate in the execution and filing of a joint
income tax return for any period prior to the death of a decedent for
which he has not filed a return or a gift tax return on gifts made by
the decedent's surviving spouse, and to consent to treat such gifts as
being made one-half by the decedent, for any period prior to a
decedent's death, and to pay such taxes thereon as are chargeable to the
decedent.

(22) In addition to those expenses specifically provided for in this
paragraph, to pay all other reasonable and proper expenses of
administration from the property of the estate or trust, including the
reasonable expense of obtaining and continuing his bond and any
reasonable counsel fees he may necessarily incur.

(c) The court having jurisdiction of the estate or trust may authorize
the fiduciary to exercise any other power which in the judgment of the
court is necessary for the proper administration of the estate or trust.

(d) The powers set forth in this section shall apply to all estates
and trusts now in existence or which may hereafter come into existence
and are in addition to the powers granted by law or by the will, deed or
other instrument.