PROBATE CODE
SECTION 8440-8442




8440.  An administrator with the will annexed shall be appointed as
personal representative if no executor is named in the will or if the
sole executor or all the executors named in the will have waived the
right to appointment or are for any reason unwilling or unable to
act.


8441.  (a) Except as provided in subdivision (b), persons and their
nominees are entitled to appointment as administrator with the will
annexed in the same order of priority as for appointment of an
administrator.
   (b) A person who takes under the will has priority over a person
who does not, but the court in its discretion may give priority to a
person who does not take under the will if the person is entitled to
a statutory interest that is a substantially greater portion of the
estate than the devise to the person who takes under the will and the
priority appears appropriate under the circumstances. A person who
takes more than 50 percent of the value of the estate under the will
or the person's nominee, or the nominee of several persons who
together take more than 50 percent of the value of the estate under
the will, has priority over other persons who take under the will.




8442.  (a) Subject to subdivision (b), an administrator with the
will annexed has the same authority over the decedent's estate as an
executor named in the will would have.
   (b) If the will confers a discretionary power or authority on an
executor that is not conferred by law and the will does not extend
the power or authority to other personal representatives, the power
or authority shall not be deemed to be conferred on an administrator
with the will annexed, but the court in its discretion may authorize
the exercise of the power or authority.