TAasrAensr*nxrFOR

Au.er',rHeYuas

De*mher 11,2006

WseaAYgeth E. Ell4P.A.

2385 Executive Center Ddve, Suite lfr)Boco Rnton, Florlda 33431

(s61) 9884{rs

HAYOOO03,*

Synopsh of TrustAgreenetrt lbrAlhu HaymesThis abbrevicted sunmary is fot cowenience only and should not be relied tryon intnterytet@ the Ti'ust Agreement. 'The Ttust Agreemew contains other significantprwlsions wt described in thls swnmaryThe opening paragraph names you and LOIS M. HAYMES as the initial Co-Trustees.

Arti.cle I (Faln$ identifies fhmilymembers and references.Ar4cle 2 {Origi?pl ?rust Est*e) provides thd the tust estate consists of all ass*s heldin the Trust by the frustee as of the date of the frust, as listed on $chedule A. You havereserved the right to trander additioual asssts to the Trus! if those assets arc acceptableto tbe Trustee

Article-S {Reserved Rlphts) reserves for you thc right to amend or revoke this Irust atany time and to conuol the administa'ion of tbe fnrst, If a guardian is appointed for yorlthe guadiaa can amend the Trust to plerrrve tax benefia, but only if consistent withexisting provisions. AII of these powers can be suspended if you are incapacitated, asdetermined either by a cortrt or by a m{ority of your children if confirmed by a medicalopirdon. All of these powerc will be restored if it is detamined &at you are no longerincapacitated

Artiele { (Prymews Dwing the Gr*ttor's Lifetime) directs the frustee use the incomeand principal of tbe f rust for your benefit, even if'&is requires use of'the entire Trust,and expresses yoru desire to be cared for at home rather than in a nusing home.

Article 5 (Distributions Afier the Grantor's Deah) distibutes tbe remaining Irust Estateas follows: Trustee strall set aside 8lI4 of the lrust Estate for the bemefit of Iois M.Ha)'rnes and qhall hold such amount in firther tmst for her benefit pursuant to tbe frust

. for Lois. Trustee shall set aside l/14 each for the benefit of Mary Massaro, Kam ErtesWilliams, Mark Erteg Paul Massaro, Roseann Massaro wd Zylo Marshall and shall holdsuch amouut in fiuthel tust for their benefit pursuant to the frusts for Beneficiarias.

Artiele 6 (Irust for.[ois] povides terms for the tust established for Lois M. Haymes.Mandatory distibutions fioq income of (i) &e lesser of the nel income of the tust and(ii) $24,000 shall be rnade at tbe end of each quater Discretionary distibutions may bemade from income or principal for health" education, suppoq and mainteaance. If anyportion of lois's sepante tust is not uiholly exeolpt tom generation-skipping ta:r, skmay appoint that portion as provided in Article.l5 Upon the death of'Lois, the Trrsteeshall disnibute aU rxnaining trust assets as Lois directs in favor of any one or morE ofOrantor's descendants (other than Loig Lois's estatg Lois's creditors or the cleditors ofl,ois's estatQ and such on or more organizatioas as arc described in and meet thereguirements of Sections 170(c), 2055(a) and 2522(a) of the Code. Upon the death ofLois, tlre lrustee shall divide the tust asssts not effectively appointed proportionallyamongst the remaining benefieiaries set fosth in Artiple 5 and shall di$ihre suchamormt as mt forfb therein.

ff,usT A6rusMB$roR Au.{x H^) ueg

HAY000035

A4icle ? lfl'rustr fot Beneficiaies/ provides the terms of &e tusrts esablished for MaryMassaro, Kara Erte.s 'Williams, Mark Ertes, Paul Massaro, Roseann Massaro and ZylaMarshall. Mandatory distibutions fiom income of (i) the net income of the tust qeatedfor such beneficialy and (ir) S3,000 shall be made to each benefieiary at the end of eachqparter. Discretionary disfibrtiors may be made *om income or principal for healtl,Jducation, suppor! and maintenance Upon the deatb of a heficialy, the share set asidefor their benefit shall be dividd amongst aU the beneficiaries in Article 5 ploPortionallyaod shall be admiuistered as set forth thelcin, In the event that all of Grasto/s partnershipinterests are sold, then the trusts shall terminate and any amotmt set aside for abendrciary shalt be distributed to them ouhight, free of tustArticle 8 (standby frusr) $ates a staodby tust for any amouots that might bedistributable to a beneficiary who is under age 2l or whom the lrusee deems to beincapable of handling his or her alfairs

Articlp 9 (Altenuive Distribution) provides for distribution of the Irust if all othernamed beneficiaries fail to suvive" This is esentially a "failsafe" provision"

Article 10 (suceessor Trustees) names succ{tsor Tnstees of'the tust and all ttustscreated heleunder.'

Articte 11 (Provisions Gawrning 'Trustees) specifies proce&:res if a frustee becomesi.r.apacitateO; allows for the resigndion of Inrstees; provides for the appointment ofsuccessor Tlustees; allows for the rcmoval of Tru*ees; enumerates Powenl and duties of'successot Trustees and provides fol waiver of bond and rcgistratioa; directs tle lrusteeto provide anflrral accountiugs of assets held in tust for each beneficiary; specifiesreasonable compensdioa for the lrustee; and provides for indemnification for thefrustee

Article 12 (Swrival Prwisions) requires a beneficiary to su:vive by 90 days to receivehis orhe.r devise.

ArticJe J3 (Protection o/ Interests) protects beneficiaries from crEditors aud preventsth.., fil}gl seling their interest in tha tust, (Many state laws plovide exceptions forta:res, alinrooy, and child support )Ar{cle 14 (substance Abuse) gives &e fru$tee the right to withhold distibutions to anybeneficiaries whO are engesng in stbsgnce abuse or are othenrise dependent.

Artic-le, 15 {Generution-Skipping Tm Provisions) sets out rules fol dealing withg"ne"atio*rkipping ta"x issues Specific irstuetious apply to allocating your GSTixemption, ,itiki"g appropriate elections, splitting mrsts to maximizc kne'fit ofe*mrption, paying taxes, and distibuting assets to differcnt beneliciaries so as tominimize the generation-skipping ax.

Article 16 (Payments o/ Obtigations, Expentes od Taxes) contains prwisions on thep"yn*t of'debts, expnses, aad taxes. Your legally enforceable obligations (exceptiUose secu,ed by mofgages or other secr:rity insrumeats) shall be paid in the order andma1lller prescribed by iaw. Expemses sball be paid fiom the Residuay lrust Esate. All

TRT]SI ACIEEMEIT TON ALI.$i E* MES

HAYG)O036

of your estate ta(es shall be paid from the Residuary fnxt Estate, withoutapportionment

Artiple 17 (Fiduciary Powers) graats broad powas to the Instee to facilitateadrninistration of the trusts"

Artide 18 (bwbonmentat hovisionsi) gives the rfirsee powers to deal wi&envircnmental issues. fhe frustee will not G rcU personally liable if ass*s in tle frustare diminisl*d as a rpsult of complying with mvironmental lawsA4ifle 19 (Specia| Bufne.x hwisions) provides for holding qualilied Subchaptcr SStoct to prserve the election and assuaei that a large portioioitne lrust nrtuti i. iostock of various ctose! held corporations and purtnerilips and gives directions andPo$'ers necded in the handling and possible diqposal of a businiss if it cannot bemanaged poperly-

Article 20 (Inswance Provisions) directs tho lrustee in the administration of'lifeinsuranec policies and the collection of those proeeeds at death.Er $te 4 (Savlnsl Clauses) Iimits term of aoy tust to comply with probibition onpetpetual tusts and prctects qualified plan proceeds fiom creditols and reiuests fongesipay outperiod allowed-Article 22 (Discretionoy Pryments md Prokbitions/ directs that when disoetionarylSyments-of principal or income may be made o any beareficiary who is at that time ITrustee of'this uust, the determination of whether or not to make such payments shal bemade by &e then other frustees as though said beneficiary were not then a Trustehaeof.

Artiple 2-? (Protection Ftom unusual Circtsnstances) gives the frustee the rigbt towithbold distibutions to any beneficiaxies in the event thut any of'the circumiancesdesctibed haein apply to any nrch leneficiary.

4tacls U (Adminisuaion axd Canstuction) provides general insuuctions foriate4netation and application of tho teruu and aminisnauon ortne rrustItrti+te ZS (Miscellaneous Provisioni; io"tuOo definitions and other miscellaneousprovisions.

frusr AcrmtBir m AI]JN H^llrEs

HAY000037

TABIJ OT COMEN'IS

ARrrcul lerm.v,..

ARIICLE2

ARUCLE3

3l3233

ARIICE4

ORICINATIRUSTESTAIE -.. ..,,2

RE.sERvEDfuGHTS. .".,2ByWhomExercisable." ,....2SuspensionofRiehts.. .ZHomesteadRights .. 3

Plu,texrs Durmo THE CinAllron's Lnrrnc

ARNCLEs DISTREUIIONSATIER TT]E GN"ENTON'S DAIIH *5,1 GiffsUuderWil'," .'.!5.2 ResiduarYlrustEstate ..- '*,

ARncr.E6 r'nusrronlos ... '56l MandarorylncomeDistibutions ..t6.2 DiscretionaryDistibutions.. "i6.3 DistributionUpoasaleof'Partnerships - '. ..t6.4 GeneralPowerofAppoinhent "".'565 LimitedPowerofAppoiuunent "'"-"56.6 DistibutionlVithoutAppointment'... - 667 AlternativeDisributiou ."."''6

ARTICLET IRUSTSFORBENET'ICIARIES. .."67.1 Mandatory Income Distibutions . . ' 67.2 DiscretionaryDistibutions..,, "'6

iSErBE ErLs,PA

,385 EI(8CUfi\c cEirEB Dn& E, $tnrE ltoBocr RiTox Fr.mJD.t 33{3I

{16r)9${rr5

3

rf,IB' ACfi ,EE}GHI IiOB AI TX H^YMES

t-rAYo00038

7.3

7.4

7'5

ARilcx.E I

Anrrcrp 9

Distibution at Death of Beneficiary.Distibutioa Upon Sale of ParuershipsIrust for Zylor Marshall .. .

6E

Z

SreNonY Intr5r

ALIERI.IAITVEDISIRIBUIION . .

ARIICTE IO SUCCNSSOX.IRUSIEESInirialTrustees ...Succesor frusteesAppoin&ent of Co-frustee by tois M. Haymesfrusee of Irrxt fotZylo Manhall . . ' -

Z

3gg

Eg

ARilcLE 1I PnoustoNs GoveRN[.to Inuslres ' 'gIl I Incapacityof fnrst* ' &11.2 Resignation . ,.

Power to Name Other lrustees

Removalof lrustees . ..Powers of Successor TrusteesAccouutings

11.7 Acts by Other Fiduciaries , . largJ-A

.&&u

1l

11"8 CorutSupervision .11.9 Compensation...,I I.l0 IndemrnityI l.Il Multiple Trustees11.12 Reorganization of Colporate fiustee

SETBE Etrts,Prl2385 EXECT.'IIVE CE[!E8 LIBNE, SulTI 190

Boor RAroN. F:IBIDA 3343 I(56t)9tt-0075

10110,2

10310.4

11.3

11.4

n.5ll6

gg

III

ARI]CTE12 SURVWAIPROVISIONS

IRtETAGf,EEMA{I FOf, AtI,A}. HTAN'ES

HAY000039

ARIICLE I3 PNOT.ECIrcNOTI}.IIEREST,S

AR]ICLE 1414.1

14214.3

14.4

14,5

14.6

Anrtcle 15

SussrANceABusE." ........12Testing ..,, 'JzTreafnent .'PResumptionofDistibutions..'- , '12Disposition of Srupended Anounts 12Exonemtion IITa:r Savings hovision ' 13

Gmmne rtoN-Sxrppnvc Tex PnovtsoNs

Definitions

1l

151

t5.215.3

15.4

155

15.6

15.7

15.8

159

16.1

16.2

t6316.4

IJ

II1314

Division Into Separate lrustsIrust Additions . .Multiple f1*n.cfg3o15 -ExemptionAllocatiou . .'Adequate Interest . . ., -

General Powa of' APPoiamentDistributions Frcm Multiple frustsPayrng GST lax

ARTICLE 16 PawrcNrs oF OBLIGATIoNS,EX?ENSES, AND TaxesObligations . . "Expenses . ..

fa:

17.4

17517.6

t7.7

17817917.10

17ilt7 t217"13

17 t4l7-15

t7 t6t7.t717.18

17.t917 20

t7.21

t7 22t7.23

t724t7,2st7 26

Specific SecuritiesProperty fiansactions . ..Bonow MoneyMaintainAsse8Advisors

Indirect DiseibutionsNor-Pro Rata Distribution -Nominee . . .,.Custodian

Se*tle ClaimsCorporate Riebts

Paffiraship InterestsSelf-DealingElections... ..;"-...Qualified PtopstyExpenses

Terminate $mail frusts, . . . .' : .Allocations to Interest and Pdncipl , . -Useoflncome - ..Sever or Join frustsConsolidated Funds

Valuations.-...Incorporation . .

uxll3l318

IEu19

ul9ul9l9&2A

&&wuu2t2lZL

u17 27 Delegation , " .17.28 Advances . . ., '" L17,29 InvestrnelrtManager-... '22l?.30 Depreciation .- ' 'U17 3L Disctaim Assets orPowers . . 'Ul?"32 fransfn Situs .. '" 'U17.33 Related Parties ' Pl?.34 Additional Powers for Income-Producing Real Estate ' - ' " 22

ivSErHE E[us,P/d

2335 ExEcum.ECE ilB, Ds,rYE, SUII! 190Boc 4 R .tTtFr. floruDi 33{31

(561)9tt{075

IKr$T A6REE,E:ir FoR AL[A{ HA}uEs

HAYo00041

17"3s

17 36

17.37

17.38

l7 3917.40

17 4l17.42

l'7 43

17/4l7-4s17&17"47

t7 48

ARNCLE 18

Management of BusinssManagement of Real ProPeitY

Prrchase of Life lnsurance

Rights in Natural Resoruces

Palment of Household Expeoses " ' '

Permit Beneficiaries to Occupy Propefty

Treament of Additional hoPutYDistributiors in KindProperfy Vesting in a Minor , "Recaptrnelax,.'.. ,. jfreatment of Qualified Revocable frust ' ' ' '25RrgbtofEJection..- '.Applyrne Income and PrinciPal '

Delegation of Powers to Co-frustee

El.wrRolu*cxrAl, PRovlstoNs

Vestine of fitleAudits . .. .Uability..'.Other Laws

$miE Eu$,PJL23t5 Elccllm'r CErtEf, DRI1'E SwE 1 90

BoCr n]{toN" FlriltDA 3343 I(561)9tt{0?5

2223

24

ua2e,

u?,5.

uu

ux25

M29u)1u

u27

D.

3t

31313.!

3l

r 8.t18.2

18318,4

ARTICLE 19 SrecnrBuslNEssltovlsloNs'19.1 SubchaPter S Stocklg"2 Management and Sale of'Business Interests ' -

AnTTCLS20 INSI.]RANCEPROVISIONS2O.l PaymentofPremiums ' "20.2 Collectionof'PolicyProceeds20.3 lrusteeProtection . '2A"4 Responsibilities of Insurance Companies - ' '

IILiST AGiEEt'tElrT fOR AttAtt ll/rYl'rEs

HAY000o42

ARTrcr-E2l SevrrcsCreusrs .,.312l-l Perpetuities Provision t21.2 QualifiedPlanProceeds.. " ..3f213 DistributionsFromQualifiedPlanProceds ., . ;. . . . . . . . . 32

Ar.rrcr,p 22 DrscREnoNARy pAyl,rENTs AND pRoHrBIrroNs , .u

ARTIcLE23 PnorrcrroNFRoMUNUsuALCrRcuMsrANcEs .. 3223.1 Pdneipal and Income Restietions .2212 Continuuion of Principal and Income Disributions

" 1323.3 Exceptions .. -. 3t

ARrIc[,E'24 ADLe$rsrRAr]oNANDCoNsrnucrroN -. gl24.1 RulesforDisuibutions ,..-.,33242 frurding Giffs n24.3 lncorreof the frust .. ..3424.4 Accumulatedlncome . .. n24-S Estate fax on Ineludd Properfy . . - , . 3424.6 fransaetions Sfith Other Entities . . ,3524? CoordinationWitbGuardian.,, .35243 Gifring ;

ANNg,u25 MISCEI,LANEoUSPRovIStoNS ,36361[g393239

25.7 Effect ofAdoption . .4025 8 Infant ir Gestation , ^ $

viSETHE Er,ls.PA

!385 E:ccurn E CairEr OrrE, SurTr 1 90BocA Il ToH, Ft-oRrDA 3343 I

ts6t I 9tt-0075

25.1 Definitions252 Powers of Appointrnent

" -

253 Lapsed Gifts25-4 Notices. ,"25.5 Certifications .25.6 Dispute Resolwior

IRUST AAEESfENT FORAI.T.TT' HAD,fES

HAYOOOM3

25.9

25.10

25 1125"12

25.t325.14

Applicable tawSitus. 40

40

4t4!BindingEff*t

SEttlE EIA.PA23t5 EGC[',,yE CE{IB D&1E, $UIE I9T

Bocr B{roH, FLqtD,r 334J1(ff1)9tt{x)?5

Gender andNumberFrrther InsEurnents

Acknowledgments ,.

rRLST AGSEEilEITT MR ALT TX HAN',|Esvii

HAY0000{4

TRUST AGNEEMEN.I

roRALI,AI{ HAYMF,S

This is an Smod Arnendment and Restatement of the Trust Agreement for AllanHayrnes dated May 30, 2003, as ammded and restated on October 2O,2OOS (the "Irust'),befiileen AI,LAII IIAYMES, as Graolor, and ALLAIII AAYMES and LOIS M.HAYMFS asthe initial Co-fiusteesIhis Amended and Resured Trust supasedes and anends.the llust in its eotirety. fheGrantor confiros all prior transfers of assets to the lrustee, who will continue to boldthern as sct fortb in this Amended and Resiated Tru*. This amendment is darcd and willbeeffegrive as ot',, D{I-,. I {, 2006,Any previous reference to the term 'Setflof'sbsll hercafter refer to t$e "Grantor."In accordance with the rigbt of anrendnrent the Grantor reservd in the frust the Grantorhereby amnds the Irust as follows

ANIICTEIFlurv

Ihe C.rrantor is not married. lbc Grantor is a oltizen of the United States. fhe Grantorhas one child named LOIS M. HAYMF^S, and one deeeared child, named DENISEHAYMES EOOPE& who was survived W ZYI-fr MARSEALL a/k/r BRIANHAI&IES I\{ARSHALL References to "the Grantor's childrenu mean the Grantofschildren named above, as well as any other children of the Grantor boru or adopted afterthe execution of this frust Agreement; rderences to "the Graotot's descendantso mea^nthe Grantor's children and their descendants"

ARIICLE2ORIGINAI, TRUST ESTAIE

Ihe trst sate consists of all'assas held in the frust by the Irustee as of this datq aslisted on Schedule A, u&ich together with auy assets later added to this lrust are refenedto as the "T:ust Estate." Any pelson may taosfer assets to thc frr:st Es:tate, if the lrusteeagrees to accept thcm- Unless otherwise specifred in sniting at tha timc of the tsansfer,those assets will be held as provided in this TnstAgreement. fhe frustee acknowledgesreceipt of the crmcnt frust assets ad agrcas to hold tbe lrust Estate as sdt forth in thisfrust Agreement. All firture tansfers to this tust shall be made to the lrust Agreementof'Allan-Haymesdated {){.r-, t l, 2006

TELSTAGREI'!fg}iT SOEALL^I{ HlT MES

HAY000045

ARIICLE3RrssnwuRrcHrs

Ihe Grantor rcserues the following personal rights with tespect to the Irus during hislifetimq

. Io amend or revoke tlris InstAgreement;

. To remove a liustee and to deigrrate a new Trustee;

. To wi&dmw assets, whether income orprincipal, &om the lrust Esrate;

. Io require changes ia the investments of &e f'rust Estate, but investmentsmade by the Grantor arc not subject to rcview by the lrustee unless theGrantor's pasonal lights are suspmded under Section }};

. To direct &.e lrustee to perform any act of adminiskation; and

. fo direct the f'rustee to make distributions to aoy person named by theGrantor

3.1 By Whou Erercisable- These rigbts may be exercised at any time by aninstrurrent sigred by the Grantor personally, snd cannot be exercised by any guadianwho may be appointed for the Grantor, except that the Grantols legal guardian or theholdcr of the Grantor's durable power of"attorney may amend (but not revoke) tbis lrustAgreement only to the orent necessary to preserye a tax deductioq exemption, or creditconsistent with the Grantor's beneficial intentions as stated ia this Trust Agremeirt fheIrustee is to be held harmless and indemnified from any liability for any of its actions oromissions made in reliance on the Grantot's actions or inwuctioru rmder this article.

3.2 Suspension of Rights. Ihe Grantot's personal rights under tbis anicleu'ill be susparded immediately if the Grastor becomes disabled, For these purposes, theOraator's disability is determined as follows:

(a) Court Decision ff'the Grantor is determined to be incapacitatedby a court having jruisdietion, the Gmntor's personal rights rcse*ed in this article will besuspended util his lepl cryacity is rEstored.

(b) Private Decision. In the absence of a judicial determinatior\ ifLOIS M. HAYMES and MARI( ERTES reasonabiy believe that tbe Grantor'iszuffering from any mcntal or plrysical incapacity that would affect the Grantor'sjudgment coneeming managemmt of the frusq and ifthey obtain r+ritten confirmation ofthat opinion &om the Grantols physician, they may grve the Grantor written notice tothat effect. Upon delivery to the Grantor of that rrritten notice, the Gramoy's perconalrights reserved in this article will be suqpended immediately and the namd successorIrustee will serve until the Grantot's legal capacitv is detemined by a court or until thepe$ons entitled to gtve buch witten notice rescind it.

IRusr A6i.tmlElir ron Ar rAx HllxEs

H4Y000046

(c) Other Facts. fhe C*antods personal powers will be susperrdcd if'LOIS M., HAI&IES and IvIARK ERIES give wriuen notice to the Inrstee (or thesuscessor lrustee, if applieable) that they have received credible and timely evidence thatthe Granor bas disappeared is unaccountably absent, or is being detained under duressso that lre is rmable to look after his frnancial interests

(d) HIPAA. For pruposes of rhis Spction 3,,2, Gmntot appoints eachof the Frsons narrd above ss his personal rcpeseotative tmder 45 CFR $ 16a.502(g), apoilion of' the legrrlations implementing the Health Irsurance Portability andAccorurtability Act of 1996, as ameaded (ulmAA'), to demand, obtain, revieu aodrelease to ottrers medicat records or other documents protected by the patient-pbysicianprivilege, atto:ney-clienl privilege, or any similar privilege, including all reoords subjectto, and protected by, HIPAA,

33 Hometead Rights Despite auy other provision of'this frust Agree,ment,the Grantor reseffes the right to reside on any real property ovrned by the lrust duringthe Grantor's lifetime" Ibe Granorwill be ertitled to olaim any available homestead taxe)Gmption fol any real property in the lrust, aod for prrposcs of that otemption, hisinterest in srrh propeily wil be deemed an intercst in real ploperty md not an interest inpersonal property. fhis provision does not restict the fn$ee &om selling leasing, orencumbering that propaty without tlre Grantor's joinder in any deed or other insfummt.

ARTTCLE4P*Y}TSNTS DURING THE GBAN}oRIS LIFETITUE

fhe fnrstee shall pay to or apply for the Grantor'$ beuefit (without obligation to anyguardian who may be appointed for thc Granor) uihatevs income or principal that theTrrrstcc in its discretion deems necessary or advisable for the Grantor's best interests.The lrustee is authorized to provide forthe finest available support and bealth care forthe Grantor, even if this leaves no assets of the lrust remaining for othel bemefieiaies, Itis the Grantor's desire that the Grantor not be mairtained in a nursing home ifrcasonably possible and, in furtherance of this desire, the Trustee is specilicallyauthorized to usc assets of tbe Trust Estate ts nocssary to provide lbr tht Grsntor'scare at home, including pa;ments for nursing care aud the purehase of aryequipment or faeilities required for this purpose.

ARIICLE5DISTRTBUTTOXS AFTER THE CRANTORIS DEAI.II

Upon the Graotot's death and after making provision for the paytnents under Alticle 16.the Trustee shall distibrrte the remaining lrust Estate as follows:

5.1 Gifts Under Will If the Grantor's Will makes a gift of a qpecific asset&at is held in this frust when the Grantor dies, and if'tbis Irust does not make a specificgift of that asset, the lrustce sball disaibute that asset to the beneficiarv named in theGrastor's Will, If the Grantor's Will gives his residuary probate estate to this Trust, andif his probae estate is insufficient to satis& any othet preresiduary gift under theCnantor's WiII, the Trustec shall satisS the balance oI'that gift fom the lrust.

IILSI AGREEMET{T mX ALL.AJY HAluEs

HAY000047

5J Residuery Trust Estate. Itre lrustee shall divide the remaining Inrst_E11., including but not limited to Gmntorrs interesrs in (i) NEw nnnrionpPARTNERSHIP, (iii) ELCA AssocIATEs PARTNERSi{IP and (iii) iigASSOCIAIES as follows:

-- - -("1 Trustee shall set aside 8/14 of the balancc of Trust Estate for thebenefit of LoIS M. IIAYMES, ifthen living aod sball nora s,rcl, a&ount in nrnher tust{or. her -b*tfi, Pllrsllant to 4cticJe 6. In the-Lvent that LOI$ rta IIeVft&,S is not thenliving then such arnount shall be AviOea pro-nta agrongsr all remaining beneficiaries ofthis Section 52 that sruvive the Grantor. aria srro be adilinistaed as set forth herein.

(b) Tnxtee shalt set aside l/14 of the bolance of lrusr Estate for thebenefit of MARY MassARO, if then living ard shall hold such arnounr in further rustfor her bcoefit pursuantto Article ?.(c) Inrstee shall set aside 1ll4 ofthe balance of lrust E$tate for thebnefit of I(ARA ERIES WrLtrAMs, if'then living aoa-surr hold such ,rno*t io(d) frustee shnll set aside I/14 of'the balance of'frust Estate for thebenefit of IVIARI( ERTES, if'then living; and shdll hold such amount in fintha tust forhis benefit pursr:ant to A.rticle I*

-

(e) fn:stee slrall set aside l/14 of the balance of lrust Estate for thebenefit of PAUL MASSARO, ifthen living; and shall hold zuch aanount in further trustfor his benefitpurnrant to Aqticle 7.(0 Trustee shall set aside 1/14 ofthe balarce of'Irust Estate for thebenefit of RosEaNI{E MAssARo, if then living, and shail hold such amount infinther fiust for ber benefit pursuant to AEticle 7,

-

- -($ Trustee shall set aside l/14 ofthe balance of'Irust Estate for thebenef,rt ot'zYLo MARSIIALL aA

ARIICLE 6IRUSI'FORI,OIS

The Trustee shatl hol4 admini$er, and distibute any tnrst created for the benefit ofLOISM, HAYMES ("LOIS") asfollows:

6.1 Mandatory Income Distributions. Tnrtee shall distribute the lesset of(i) the ner insome of'the trust held for LOIS's benefit or (ii) the sum o{' fwenty }ouril6,Irsand Douars ($24,000.00) outigbt, fiee of tust to IOIS at the end of each quarterafter the sreation oi ttris trust. Providi4 however, if fhe net income is less ttran lwentyForu Ihogsand Dollars ($24,000 00) in any glven quafier' b{ qt income of the tustshare for the year is in a

ARIICI,E 7IRUSTS TOR BENENCIARIES

The lrustee shall hol{ adnrinister, and diskibute any tnrst created for a beneficiarynamed in Section 5.2Q) ttuough Section 5.2(g) of'the tust ('Beneficiarf') as follows:

7.1 Mandatory fncome Distributions, Irustee shall distibute the lesser of(i) the net income of the tust ereated for a Beneficiary hereunda o'r (ii) the sum of fhreeIhousand Dollars ($3,000-00) outight, fiee of'tust to eash such Benefisiary at thc endof each quarter after the c,reation of this tust. Provided, however, if the net income of aEust for a Beueficiary is lss thau Tbrce lhousand Dollars ($3,000 00) in any gtvellquarte4 but the income of'the tnrst sbare for the year is in q

income and gincipat of'this sepamte tust that it eonsiders necessary or desirable for theperson's heaitb, education, supfrrt, and maintenance. Whe,n the person rcaches age 2l ot*f,* Aa persln's disability, in the judgment of the Trustee, ceases to exist, the Trusteeshall disuihrte the remaininli'assetsof this separde trust to that person If that per3ondies beforc complete dislibution of &is separate tnrs[ the rcmaining tust assets are to bdistibutd, subjest to this article:

(a) as directed by tbat person in a teshmentary gcncral power ofappointrrent, as provided in Artiole-l5: otherwise,

(b) to that person's then living descendrrts,per stirpos; or ifnone,(c) to the then living descendanB, FI stirPeq of {at per_son's close$.

ancestot in degtie who is also a d*cendant tif the Grantor; or if'nong,

(d) to the Grantot's then living desccndants, PeI stilpes; ol if none,(e) as set forth in Article 9.

fhis article is to be effective only and is limited in duration lo the extellt that it doss notresult in any violation of any appicable rulc against perpetuities or similar law

Aarrcr,a9ALTERNATM DTSIIIBIT I roN

If any Foprty is subject to this article under another provision-of this frust Agreernent'tle iiirsti: siraU A"iiUote that property, to the sxtemt not effectively appointed by abeneficiary, ou$igbt, &ec of *ri 6 ftIE ffe\l{EN' INC., preseatly located at 2lM7BocaRio Road, Boca Ratoq FL 33433

Ifthe above organizafion is not then itl existerxce, or ifthe above orgenization 1s not 1etaritaUt" orgaiization described in Sectioas 170(c), 501(c)and.2055(a) olrhe IntclalRerrenue Code of 1986, as amerded, at Grantods death or at the time of distributio!" thenrhe Cnantor dfutcts the Tlustee to apply the gy UpS docnine and to make disnibution, inthe Trustee's discretion

ARIICLElOSttccrssoRTRUSrEEs

10-1 Initial Trustecs Grantor appoints ALLAN HAYII{ES ard LOIS l/!.IIAYIIES as the initial Co-Irustees of this Ageement'

l0"Z Succegsor Tr,ustees. In the 6vcnt that either initial Co'Ttustee fails orceascs to serue, then the romaining initial Co-Trustee shall continue to serye as Succe$orCo-ir*tuu, along $,ith MARK EnfgS . In the welrt of a fu:tha vacancy, tbar rheGrantor

"ppoiotr-n/lnnRrll LYNCH IRUST COMPAI{Y ("MEBRILL") to serve'

I; is Cra;irfs intsrtion that there slrall always be Co-Tnstees serving hereunder, andthat no'Trtstee shall serve alone

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103 Appointnrent of Co.Trustee by Lois M. Ilaymes. During suctr time thatLOIS M. HAY'I{ES is sewing as a Co-Irustee hereunder, she may appoint MERRILL toserve as Cq-Irustee aloug with the then serving Trusees,

f0-4 Tmstoe of T'rust for Zylo ll[arshall. I]IARK ERTES and MERRILLLYNClil TRU$T COMPANY ("MERRILL") shall sene as Co-frustees of'ay tustcreated hereunder for &e benefit of ZYLO Iv{ARSHALL a/k/a BRIAN HAYa,IESMARSHAIL. In the event tlrat lvlARK ERI'ES fails or ceases to serve, then MERRILLshall continue to serve alone

AI.ITCLE 11Pnossrons Govsnxrxc Trusrtrs

fhe followiug pr'ovisions apply to eU Trustees appointed under this Trust Agreernengincluding the Crrantol while he serves as Trustee:

ll.l Incapacity of lrustee Iftbe Grantot's pcrsonal rights are suspended asprovided in .6rticie,3, he will caase to serve as Trustee while those rights are suspended.If'ury other Trustee becornes disabled (as defind in this Trust Agreement), he or shewill immediately cease to act as Trustee. If a lrustee who ceases to selve because ofadisability &ruafter recovers fiom that disability, hE or she will automatically become aIrustec again, and ttre last srrcccssor lrustee who undertook to serve will automaticallycease to be a frustee until anothq srrccessor Trustee is required.

ll"2 Resigoation Any Inrstee may resigrr by grving 30 days' written noticedelivsd pesonally or by mail to any then serving Co-Trustee and to the Grantor if he isthen living and not disabled; otherwise to the nort named successor ftustee, or if none, tothe persons baving power to appoint successor rrustees.

113 Power to Name Other Trustees, Whenever I successor Trustee isrequired and ihat position is not filled under tbe tgms specified in this lrwt AgreemenLa sole Trustee ceasing to serve (other than a Trustee hing rernoved) may appoint his orher successs, but if none is appointed the following persons, in the order of priorityliste4 shall appoint a successor Trustee (who may be one of the pelsons makiog theappointrent).

(a) A majority of the Grartor's childrcn who are living and notdisabled; otherwise

(b) Ihe remaioing lrustees, if'any; otherwise(c) A m4fority in interest of' tbe permissible cunent iucome

beneficiaries who are then legally competent

The appoinftrent will be by a unitten docuaent (including a testamentfiy instunrent)delivered to the appointed Tnrstee and to the Grantor, but if the Grantor is deceased ordisabld, to all other persbns specified in this Section I1,3'

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11.4 Renroval ol'Trustee. Ihe Grantor rcseryes thc right to rcmove anyfrustee by gling nritten notice to that lrustee After tho Grantsr's death, or if theGrantot's personal rigtr* are suspended as provided in Article 3, the right to rcrnovTrustees may be exarcised as follows:

(e) Removal for Cause. AI f'rustees may be removed by the pe$onsthen entitled to appoint suc@ssor Trustees fol causg as defined in Section 25.1(cX{!below, fhc removal of an individual Trustee under this pragraph will be effeciveimmediately upon delivery to him or her of the written agwrnent for removal signed byall of &c perso!$ whose corurnt is required

(b) Acceptance Required. I{'there are lro successor lrustees namedifi &is frust Agreement who are eligible and willing to serue, a removal notice mustnama a successor frustee, and a qualified successor frustee mtrst accept appointrrentwithin the period of'the removal notics-

C) Exceptions. Despite the foregoing, no person proposed to beremoved as Trustee may participate in exercising this remaval powr, and no person towhom distribmtions have ken suspended under Article 14 or Artiqle ?3 may participatein exercising this removal power during that suspension and for two vears afrer thatsuspension is no longer in effect Any sueh pemom will not be counted in determiningthe rcquired votes fsr removal.

11.5 Powerc of Suceessor Trustees- Successor Tnrstees will have all powersganted to ttre origiial Trustee

11-6 Accountinp Accountings must be given to thc bcncficiaries at leastannually (quarterly if a Corporate Tnrste is senirg) fhe accoumings must shor theassets held in tust and all receipts and disbr.usemeuts, A beneficiart's witten ryprovalof'an accourting will be finat and binding upon that beoefieiary and all prsonsreprcsented by him or her as to all matte$ disclosed in that accounting In any eveng if abeneficiary fails to object to an accormting within six months of reoeiving it, his or herqpproval is conclusively presrmed A successor Trustee mey require the prior lrustse torender a full and final accounting

11"7 Acts by Other Fiduciaris. The Trustee is not required to qusstion a$yacts or faihues to act of tlre fiduciary of any otha &tst or estatq and will not be liable forany prior fiduciary's acts or failurts to act. fhe Trustee carr require a beneficiary whorcquests an acamination of another fiduciaqy's agtions or omissions to advance all costsand fees incurrd in the examination, aod if'the beneficiary does not, the frustee mayelect not to proceed or may proceed and offset those costs md fees directly against anypayment thA would otherwise be made to ibst bene{iciary'.

11"8 Court Supervision The Grantor waives compliance by the frwtee withany lawrequiring bond, registation, qualification, oraccourti-'gto aoycout,

Ll.g Compeusation" Each Trustee is entitled to be paid reasonablecompeirsation for seruicss rerdered in the administration of the lrust Reasonable

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compensatioo for a Corporarc fru*ee will be itspublished fee schedule in effest when its,ori""* are rendered ,rri"* otherwise agreed in wviting' and except as follows' Any feesp*iJto a Corpoate T*stee for makinl princrpal diluiUuloq, for termination of theiirst, and upon tetmination of its serrices must be based solely on the valge of its*orio, rcude.ed, not on the value of'the tn:st principal- Dudng the Grantor's lifaimethe flustee's f6gs are to be charged wholly adai*st lncome (to the e)$eft stfficient),unless directed otherwise by the Grantor in wdtiog

11..10 Indemnity. Any rrustee wbo ceases to selve for aay reason will beentitled to receive (and tfre continuing lrustee shall make suitable arangemellts toprrriO"l i***Ufe'indernnification ird secuity to pmtect-and hold that Trustee''n

*fdr from any damage or liabiliry of any natue that may be imposed upon it beeauseof its actions or omissio; while serving as frr:stee. fhis protection, however, does notsxtend to a Trusle's negligeot actions ir omissions that clearly and demonsuably resulti" e*rrgr or liability. i prr* Tnrstee may enfo'rce these provisions.against F"":y:"lti*rto L against *y *."tt held ir &e lrust, or if'rhe prior Trustee is an individual,*"i*, any *nefrciary to tfr" .*t*t of distributions received by that beneficiary' Thisifi*"ifiJ"rion rigbt wiU extend to the estate, personal lepresentatives, legal sBccessolB,and assigns of a Trustee.

11.11 Multiple Trustees. If two lrustses are serving at any time, anY Po-wer oIdiscretion ofthe Trustees may be exercised only by their joint aglement' Either Trusteemay delegate to the orher ftustee the authority to ac-1 oD behalf of both frus'tees and too}"ir" iny po*", held by the lrustees, If'more &an two Trustees are serving at anyti.", *a unless *ani*o; ageement is specifically required by.the terms of this IrustAgreement, any powfi or discletion of the irustees may be exercild only by a mqiority-fft frustees may delegate to ary one or more of themselves the autlrcrity to act onbehalf of all the Trustei and to exercise any Powel held by the frustees' Trustees wtto***t to the delegation of' authority io- other Trustees will be liable for the,oor"q"*.* of the i"tio* of those otler frustees as if &e consenting Irustes hadi"U"a'*" other Trustees in performing those aetions A dissenting frustee.w'ho "dia 1ot'r*r*t to the delegation of authority-to another Trustee and who has not joined in theexercise of a power ot aiscr"tioo cafirot be held liable for the consequenql- of tlreexercise.. A diisantinitnstee who ioins only at the direction of the majority *illPt Eliable for A. ,or*"q*ot"t of tht o.otitt if ihe dissent is expressed in uniting deliveredio *y of ,fru other Trustees before the orcxcise of that pow[ or discretion

lI..I2 Reorgnization of Corporate Trustee., If aoy bank oi tust eomPany oIother corporation ever succeeds to th; trust business of'any Corpolate Trustee servingherEunder by means oi*r'g"t, consolidation, change of name, or any other form of',eorganiz*tiot, or if such Cltpotate Trustee ever tansfers all of i19 existing TrusteeLrrll"rt t" any other bank or tust company or corporation, such $rcessor hnk ol trustr"*p-, or corporation shall tbereupoi without further astioa succeed sueh CorpomteTrustee under this T; ; if originally named in such Corporate lrustee's place andstead.

t0IIUSI AGftEETEI' FOR AIL{}i H.\I.{ES

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ARTICLE 12Sunuvu.PnousloNs

If, any beneficiary is required to sunrive the Grantor or anothq pemon to receive adistributiorL and if the beneficiary does not survive the Grantor or that o&er person by 90days, or if that beneficiary cannot be located Rithin one year afta the Grautor's dea&despite reasonable attempts by the frustee to locato that benefieiary, the beneficiary willbe reated as ifhe or she died before the Glantor orthat other persou

*ro.ffit&'rllr.R,srsNo principal or income payable, tansferrable or diskibutable, or tQ become_payable,tansfenable or distibutable under any lrust'created hereunder for the benefit of anypercon shalt be subject to aiticipation or assigument by_any beneficiary thereof ol to tlreirrterference or contol ofany creditor ofany such beneficiary, or be taken or reached byany legal o! equitable Focess in satisfbaion of any debt or any other liability of any suchUenefiLiary,.prior to its receip by the beneficiary, and any money or olher Fropertypayable by tansfer, transfenable or distributable to a manied psrsor shall be to his ori* r"puot" use, fi,cc from the intErferencs or control of any spouse of said beneficiary-No beneficiary of this lrust shall have the powff, voluntuily or involuntarily, to sell,alienatg convey, assign, tansfer, mofgage, pledge or othelwise to dispose, encumbel' 11htrpothecate any prinJipal or income therefrom, or any interest whatsoever therein, untilactua pnysical-distribution or pa)rytrent has been made to him or her, and no intercst o{any benehciary in or claim to any assets or bmefits held in trust or otherv*,iss for &ebenefit of nrch beaeficiary shall be subj*t to the claims of any of his or her creditors orto judgment, levy, otecutior, seques&ation, tqpothecatiol' qamisbnent' attachment'Uanlsuitcy, o, oti", insolvenry proceedings, or any other legal or equitablc pnocess ofany such beneficiary

Anrtcls 14SussrexcrABUSE

If the lrustee reasonably believes that a barcficiary of'any trust:

. routinely or fiequeatly uss or con$mes any illegal substance so as to trephysically or psychologically dependent upou that substanc, or

, is clinically dependent upon the uss fi consunption of alcobol or anyother legal drug or chernical substance that is not presuibed by a boardcertified medical doctor or psychiacrist in a curtent Prcglam of treatmentsupemised by such doctor or psychiarrist,

and ifthe Trustee reasonably believes that as a result the beneJiciary is unable to care forhimsclf'or herseld or is unable to manage his or her financial affairs, all mandatorydisUibutions (including distributions upon termination of tbe fiust) to the beneficiay andall of'the be,neficiaryis rights to participate in decisions conceming &e remolal and

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H4Y000055

appointnent of Inrstees will be suspended. In that even! tbe following provisions willapplv:

14.1 lesting. fhe Trustee may request the beneficiary to submit to one ormore e:raminations (rncluding laboratirry tests of bodily fluids) detrtrined to beappropriae by a board cedified.medical doctor and to conscnrt to full disclosure to theIrustee of the rcsults of' all zuch examinations" The Trustee shall maintain stictconfidentiality of'those results and shall mt disclose thosE rpsults to 6ry penon otherthan the beneliciary without the pdor uaitten permission ofthe beneficiary. The f'rusteemay totally or partially suspend all distibutions othelwise required or permitted to'bemade to that beneficiary until &e beueficiary corsgnts to the exarnination and disclosureto the Trustee.

142, Treatment. If in the opinion of'the examining d6rs1s1, the examinationindicates curent or tecert use of a drug or substauce as descriM abow, the examiningdoctor tryill daermine an aprpropriate rncthod of treatmcnt for the beneficimv (fotexample, cormseling or teatnem on an i*patient basis in a rehabilitation facility) thar isacceptable to tbe lrustee. If the beneficiary conserts to the teatmcnt, the lrustee shallpay the costs of treatment dircctly to tbe provider of those services tom the distibutionssuspended rurder this article.

f43 Resumption of Distributions. Ihe Trustee may resume otherdistibutions to the beneficiuy (and the beneficiuy's other suspended rights will berestored) when, in the case of use or consrunption of an illegal substance, examinatioasindicate no such use for 12 months an4 in all caseg when &e Trustee in its discletiondetermines that the beaeficiay is able to care for himself'or herself and is able to managohis or her financial affairt.

14.4 Dlsposition of Suspended Amounts, Whea other distibutioos to thebeneficiary ap resumd, the rcmaining balancs, if any, of' distibutions that weresuspanded may be distibuted to the beneficiary at that time If the beneficiary diesbefore distribution of'those suspended amounts, the fnrstee shall distibute the balance of'the suspended afiror.mts to the persons urto would be the alternate takem of thatberteficiary's sbare (or takcrs ihrough &e orercise of a powff of'appointuent) asothenrrise provided in this Trust A$cernent-

14"5 Exoneration. No lrustee (mr any doctor retained by the frustee) will beresponsible or liable to anyone for a beneficiary's actions or welfhre. Ihe Trustee has noduty to inquire whether a beneficiary uses drugs or o&er substances as described in thisarticle. Tbe lrustee (and any doctor retained by the fruste) is to be indemnified fi'omthe lrust Estate and held humless fiom any liabil$ of any naturc in exercising itsjudgment and authority rmder this article, including any failure to lequest a bcocficiary tosubmit to medical examination, and including a decision to disuibute suspended aurountsto a beneficiary.

l4-G Tax Savings Provision. Despite the provisious ofrthis article, &e Inrsteecarulot suspcnd any mardatory distributions that are required for that trst to become or

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remain a Qualified Subchapter S Trust (untess the Trusteo elects for the tust to be anElecting Small Busines lrus), or to qualify for aoy fedeml tansfer tar( exemption,deduction, or exclusion allowable with respect to that tust

ANIICT"E 15GsxsRArroN-$armrc Trx Pnovtstoxs

fhe (hantor intends for this Irust Ageement to be intrpEted and adrdnistercd in a waythat *rill minimize generation-skipping transfer ('GSf ") h).es, but'in a mainer consistentwith dfuections for division and distribunion of &e lrust Estate, fhis is to be achieved bythe prop allocation of the Crrantot's GST otemption and, to the geatest e:rtent pos-slblc,the cpation of truss having an irc,lrsion r*io of either zero or one All other provisionsof this f rust Agreemeut are subject to this article

15-l Deftnitions. The temns used in this article have &e neaning given tothem in Chapter 13 of thE latecnal Revenue Code. "Exernptt.ttst" or "Xemptprcpertyfrmeans a ur:st (or tr-rst equivalent) or propcrty that has a OSf inclusion ratio of zero'Nonexempt trust" or "nonexernpt property" rnoans a tust (or uust equivalent) orproperty that has a GST inclusion ratio grsater than zero.

15.i Divisior Inio Separate frusts- If tle value (for purposes of allocatingGST orempion) of'any tust under this lrust Agreernent exceeds the amount of'GSTexmption to be alloc*ed to it, the lrustee shall divide that tust into exempt andnonexempt tmsts. The exempt tust will consist ofa fractional sharc of the tust sssets.The numerator of'the fraction for&e H(empt trust will be the amount of GSf exemptionto be allocated to the trst, and the denominator will be the federal estde tax value of theprop6rt, held in the uust. fhe nonexempt tust will consist of the remaining fraction ofthe-tust asssts. The o

would be best allocated to nansfers in the order of priority listed below, bur the Grantordoes not restrict his?ersonal Representative and ihe lrusrce fiom allocaing U, Eifexemsion in a difrrent maaner if more beneficial. If' the Grantori personalRepresentative aod the lrustee do not otha'wise validly alloeae his GSI

",r*pti"" o, "timely filed rctu!, the Grantor directs &at his GSI exemption be allocated.r fdffo*i=(a)

-._Direct Sltips. To the Grautor's "direct skip" tansfers if thosatransfem do not qualify for any other exemption or exclusion from in ASr ro,, boiiJ.nonskip pelson makes a disclaimer of'property, no GSI exemption is to be allocated tothat prqerty.

-

(b) Other Transfers. Ihereaftea to other transfe$ as &e Trustegdefins appropriate"15.6 Adequate luterest. If GSI exemption is allocated to a residrury gfi and

a--pgcuniary gift is not entitled to income or interest under state taq the f*iti mustlllolte to th'qt peouniary gift a pro rata share of'the income of the Trust Estate benilEenthe crrantor's date of dsath and the date of payment, unless aat pecuniary j[t-*r;;;I (ot irrevoeably segregated and held in a separare acoounr pmdins Ai#d,rtioo)'oitfrin15 months afterthe Gmntor's death.

l5-7 General Power oI'Appointment, The following rules apply if anotherprovision of'this lru.* Agreenent gives a beneficiary a general- powet. ii appointme,ntover a nonBxempt 11st elgrcisable upon death, but only if that other provisionsPecifically refers to this article" If GsI tax wouldbe owed irpon a distribution of tnrstas$Ets to the takers in de'fault if the beneficiary did not e:

15-9 Paying GSI Tax. If a fedqal o! state G$f tot is imposed withrespect toany bansfec under this lrust Agrecment, the amount of tbe tal( wil be charged to theryop"tty constituting the transfa as provided in Sestion 2603(b) of tbe Internai RevenueCode

ARIICLE 16Paynmnrs or OBLrcArroNs, ExrENsEg AND Texss

Tbe frustee shatt pay all of &e Grantot's obligatiom, expenses, and taxes as follows:16-f ObEgations. The Grmtor dirccts that his.legally enforceable obligations(errceF tlrose secnred- !y moflgages or other secudry inituments) be paid iu thJ order

and maoner prscribed by law.

16.2 Expense" fbg term "expeflses" includcs all estate tansurission ormanag'ment expense! of tle Grantor's probate estate, all administratire expenses of thisTrust, and all costs of'the Grantot's lasi illness and funeral. fhe Orantor dios,ts tlat affelposes be paid from the Residuary Trust Estate, excqpt that no expenses are to becharged to any interest if that would dimiuish &e aggregatc esrd; to( deductiooslyailab.le Payments may be made fiom and charged to either-income or principal, at thediscretion of the Trustee. fhe Trustee shall not sek reimbusernent goir anf party ne,rexPxlses tha it pays.

t63 Tares' The term "estat! taxes" means all state and fedeml estate,inheritance, or transfer ta

be correcq subject to appropriate adjustnent whea the estate to(es are finally determineda11d pald. If &e aurount so apportioned (together with any interost) is not paid withinthree months of &e final d*ermination of tal$ it will become an offset againx aayamouat otler'wise due to the beneficiary under &is Trust Agreement. To the extent thatthe aurount so apportioned (together with the interest) is ftlly offset by the arnounts duethe beneficiary, intErest is to cease at the end of'the three month priod Alternatively,the beneficiary may notifi the Grantor's Personal Representative or the lrustee of'his orher desirc to offset a portion (or all) of'that beneficiary's interest under this lrustAgreemcnt to pay those ta:(es. In that event, interest will not be charged agafust thatbeneficiary for the amount offbet

(d) Method ol'Payment. The frustee may rely on a wdtten statme,ntsi$ed by the Grantot's Pasonal Representative as to the amount of'thosa expecrses audtil(es. Ihe frustec may make papaent direaly or to the Granto/s PersonalRepresentative, as the Grantods Personal Representative rcquests lhe frustee wiU beheld harmless fiom any liability io rnaking payments as so directed,

(e) f rust for Death Bene,fits. If any Iife insurance poceeds or otherdeath benefits of any kind included in the Grantods g'oss estate for federsl estate taxprrrposes become payable to the Tnrsteg those proceeds are to be held by &e f'rustee as asepame tust for administation as pmvided in dgliSle..1f, and to be made available fot thepayment of anpenses of'adminisuation and taxes. These proceeds may not be used folpa5'ment of claims against the Orantor's estate. The Tiustee *hall allocate these proceeds,and shall pay from them any expenses of administation a$d taxes, as directcd in wlitingby the Grantor's Pe$onal Repnsenutive,

(O Excluded Property. If any funds become available to the trusteeso{'any tnrsL including wi&out linit, life insuranee, qualified employec benefit plans,individual Etirqrnt a@ounts, or other property &om sources specified in Sedion 2039ofthe Internal Revenue Code, alrd those firnds arc not otherwise included in the Grantot'sgross Estate for federal estate ta( purposes, &en none of those funds may be used to pa.y,directly or indirectly, any debts, to(es, oI elcpenses of the Grantor or his estate.

16.1 Charitable Gifts. To the cxtent possible, the Trustee shall distibule anycharitable gifts, bequests or devises made pnsuant to this fiust Agreement fiom itemsclxsified as income in respect of a decedent, as that tclm is defined in Sestion 691 of theCode.

ARTICLE 17FtPucnrYPowens

The Grantor gants to the frustee full power to deal freEly with any prcPerty in the lrustfhe lrustee may exercise these powers independently and without the approval of anyco1ut, No percon deating with the Trustee need inquire.into the propriety of any of itsactions or into the application df any ftnds or sssets. The Tnrxee shall, however,exercise all powers in a fidueiary capacity for the best interest of &e beneficiaries of'anytust crated in this Ttust Agreemcnt Ihe Trustee may have duties and responsibilities

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in addition to thqse described in this lrust, and should obain legal advice conceming itsfiduciary duties Withort limiting the generality of'the foregoing, the lrustee is giventhe following dismetionary powers in addition to any othel powers conferred by law:

l7-l Type of Assets- Except as otherwise prodded to the contrary, to holdfunds uninvested for such periods as the fn:stee deems prudent, and to invest in anyassets the Trustee deems advisable even though tbey are not technically recognized orspecifically listed ia so-called "legal lists," without responsibility for deprcciation or Iossoo account of those investments, or because those investneots afi' ron-productive, aslong as the lrustee acts in good faittr.

172 Ortginal Asscts. Except as otberwise provided to tho contrarS to retaiuthe original assets it receives for as long as it deerns besq and to dispose ofthose assetswtren it deems advisable, even though such assets, because of'their character or lack of'diversification, would ottrerwise be considered improper investnents for the fnrstee.

17.3 Tangible Perronal Property fo receive and hold tangible personalprcpe$y; to pay or refiain &om paying storage and insurance charges for such p,ropefiy;aad'to permit any beneficiaries o use sucb propefiy without either the frustee orbeneficiaries incurring any liability for wear, tear, ard obsolescencc of tbe Foperty

l?.4 Specilic Securities To invest iu assets, securitieq or inrcrests insecruities of any naotre? including (without lirnit) comnodities, options, futures, precior:smetals, cunencies, md ia domestic and foreign markets and in muual or investnentfiEds, including fimds for which the frustee or any affrliate performs services foradditional fees, whethet as custodi4n, transfer ageflq investment.advisor or otherurise, orin securities distribute{ underqiritten, or issued by tbe lrustee or by syndicates of whichit is a rnember; to tade or make investments on crcdit or margin accounts (whetbersecured or unsecured), provided, however, that when Grantor is no longer acting asTrustee, all magin or credit accounts shall be sefiled and no Jurther investnrents onmargin or'credit account shall be made; and to pldge assets of tbe Trust Estate for thatpupose.

17.5 Property Transactions. fo buy, sell, pledgg exchange, or lease any realor personal property, publicly ot privately, for cash or oedil without court approval andupou tbe terms and conditions that ttre lrustee deems advisable; to $(ecute deeds, Ieasegcontacts, bills of sale, notes, moilgages, ss+urity instsumeats, and other unitterinstuments; to abandon or dispose of'any real or personal property in the frust whichhas little or no monetay or useful valuq afrer notifying tbe beneficiaries or tbeir legalreprescntatives; to improve, repair, insure, subdivide rd vacate any properly; to eret,alter or demolish buildings; to a{irxt boundaies; and to impose easememts, resEictions,and covenants as &e Trustee sees fit. A lease will be valid and biuding for its firll termeven if it extends beyond the fulI duration ofthe Trust.

17"6 Borrow Money. fo borrow money fiom any soruce (including theIrr:stee in its nonfiduciary capacity), to guarantec indebtedness, and &, scure the loan orguaranty by moltgage or otler securiff intcrest"

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17.7 Maintain Asse6. fo expend whatever fimds it deems propff for thepreservation, maintenanee, or improvement of assets, fhe frustee in its discretion mayelect any options or seftlements or exercise any rights under all insrxance policies that itholds" However, no fiduciary who is tbe insrued of any insurmce policy held in the lrustmay exercise any righs or have any incidants of ownestrip with respect o tbe policy,including the power to change the beneficiary, to sunender or cancel the policy, to assignthe policy, to revoke any assignment to pledge the policy for a loan, or to obtain &omthe insucr a loan against the sunender value of the policy" All such power is to beexercised solely by tbe renraining ltustee, if any, or if'none, by a special fiduciaryappointed for that purpose by a court having jurisdiction.

17.8 Advisors. Io employ and bompensate attomeys, accountantq advisors,financial consultants, managers, agents, and assistants (including any ii:dividuat or entityuilto provides investnent advisory u managemeNrt servics, or who fumishesprofessional assistance in makrng invesffirents for the frust) without liability for any actof those persons, if they are selected and retained with reasonable caxe. Fees may be paidfiom the Trust Estate even if'&e srvices were rcndercd in connection with ancillaryproceedings. fhe Trustee may serve in any of'these capacities and be compensatcdsepamtely for itr ssvices in each

17.9 Indirect Distributions. To make dishibmtions, wtrethr of principal orincome, to any person uuder age 2l or to any incapacitatd persoa according to the termsof this Trust Agreement by making disfiibutions dircctly to ttrat pe6on whetber or notthat percon has a guardian; to the parcnt, guardian, or spouse of that prsoq to a custodialaccount established by the &tstee or others for that person under an applicable UniformGift to Mioors Act or Uaiform fransfen to Minors Act; to any adult who resides in thesarne household witb that person or who is otherwise responsiblc for tbc care and well-being of ttrat penon; or by applyrrg any distib,ution for the benefit of that pef,son in anymrnner the lrr:stee deems Foper. fhe receip of'*re penon to whom payrneut is madewill constitute full discharge of the Tiustee with rspect to that Pa)rnent.

17.10 Non-Pro Rata Dtstribution Io make any division or distibution inmoney or in kind, or both, without allocating the same kiad of plopaty to all shares oldistributees, and without regad to the incomc tax basis of the prcpefiy Any divisionwill be binding and conclusiveon all paties,

I?"11 Nominee. Exc+t as prohibited by law, to hold any asssts in the name ofa nominee without disclosing the fiduciary relationship; to hold the Ptope*yu6egistoed, without affecting its liabilitf and to hold securities endorsed in blank, instEet certificates, at a depository tust company, or in a book enty system-

17.12 Custodian- fo employ a custodian or sgent ("the Crstodian") locatedanyrvhere within the Uaited States, at the discretion of the fiugtee but at the expease ofthe lrusq wtrether or not such Custodian is an affrliate of the Trustee ot ary personrendering services to the frust; to register secruities in the name of'the Crrstodian or anomineethereof without desigrrarion of fiduciary cryacity; and to appoint the Custodianto perform such other ministerial firnctions as the frustee may direct. lilhile such

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securities are in the custody of the Custodiaq the lrustee will be under no obligation toinqpcct or veriS such securities nor will the lrustee be respnsible for any Ioss by theCustodian.

17"13 Settle CIaiBs. Io contesq compromise, arbitrate, or other*ise adjustclaims in favor of or against tbe IrusL to agee to any rcscission or modification of anycontract or agreemcnt, and to rciain firm instituting any suit or action ualessiudemaified for reasonable costs and expensos.

17.14 Corporate Rights. Io vote and exercise arry option, right, o privilege topurchase orto convqt bonds, rrotes, stock (including shares or &actional shares ofstockof any Corpomtc lruSee), securities, or othcr troperty; to borrow money for the puposeof arercising any such option, right, or privilege; to delegate those rights to an ageil; toenter iflto votirg tusts and other ageements or subscripioos; to participate in any tlpcof liquidatioa or reorganization of any enterprise; and to write and sell covered calloptions, putsr calls, straddles, or other methods of buying or sclliug securities, as well asall related tansactions.

1'7.15 Pertnership Interests. To hold interests in sole proprrietorships, generalor limited par&erchips, joint ycnturcq brsiness truryts, land tusts, limitd liabilitycornpanies, and other domestic aad foreigu forms of organizations; and to c,rercise allrigbu in connection with such interests as the frustee deerns appropriate, includiug anypowers applicable to a non-admitted tansferce of any such interest.

17.16 Self-Dealing Io exercise all its pourus even thougb it may also be actingindividually or on behalf of any othcr person or entity interested in the same matters-Ihe Trustee, however, shall excrcise ttrese powem at all times in a fiduciily capacity,pdmarily in tbe intere.* of the beneficiaries of the ftust- Despite any otha'provision ofthis frust Ageement, no frustee (otbcr tban the Grantor) may participate in the decisionto make a discretionary distribution that would discharge a legal support obligaion ofthat lrustee, No frustee *tro has made a dischimer, either individualty or as a frustee,may exercis any discretion in dctermining the recipient of the disclaimed property- AllPower to make such distributions, or to determirre recipieaa of disclaimed property, willbe exercised solely by the remaining Tn:stees, if any. or if tbere arc no other fnrsteesthen serving by the penroa or persons named to sef,ve as the neurt successot ftustee, or iftberc arc none, by a special frustee appointed for tbat purpose by a court havingjurisdiction

1?.17 Elections, If no Personal Represatative is serving for tbe Grantot'sestate, and to the extent permitted by law, to perform in a fiduciary capacity any act andrnake any and all dscisions or elections under state law or the Internal Revenue Code onbchalf ofths Grantor or his estate, including but not limited to, claimiug the wtrole or anypart ofthe r(penses of'administdion as incorne tan deductions for the &mto/s qstate orthis frust electing the marital dedustion in whole ot in part, making allocations of theGrantot's exemption tom the federal generatlon-skrpping tansfer tax, adoptiug alternatevalues for estate tax purposes, and selecting taxabte years and dates of distibution. Ihe

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Trustee is specifically o

beneficial terms and conditions as those before the sevemnce or consolidation. Incomeeamed on a consolidated or sevmed amourt, portioq or specific a56et affer theconsolidation ot severance is effective will pass tiitt, tl,jt amouut, portion, or specificasset.

l7J4 Consolidated Furds. Unless inconsisteut with other provisions of thisfrust Ageernent' to hold two or more tusts or other funds in one or more consolidatedfimds, in which dte separate trust$ or fi,urds have udivided intercsts, except that anaccouting must be rendered to each au$ showing its undivided interests in thoie firnds.

7725 Yiluations In making distribrnions or alloeations under the terrns of tbisIlust Ageernert to be valued as of a particular date, the Tnrstee may use asset valuations.obtained for a dale reasonably close to that particular date qsuch as a quarterly closingdate before or after that date) if, in the rn:steet;uogurrot, oLt"ioing ,pio**rJ o, ott..detemdnations of value on &a darc would r.sutt io ,rnnecessary eipeiie and if in theIrustee's judg;ment, &e firir market value as determined is suUsiantidly the sarne as onthat actual date- This paragraph will not apply if'valuation on a specifii aate is requirea!! rqgrve a qualification for a ta,y benefit, including any deduction, oedit, or mostfhvorable alloc*ion of ' an oremption.

17"26 burporation. Io incorporate any busiress or vEuture, aad o continueany unincorporated business tbat the lrustee determines to be not advisable toincorporate.

^ 17J7 n4"g:tol. 19 delgsate periodically among themselves the authodty toperform dny act of administration of any tnrst.17.28 Advences To make cash advances or loar-rs to benefic,iaries, with or

without security. Io make a joint pruchase with or to make a sale at less than fair marketvalue to any beneficiary of a tust ueated under this Agreernemg to make Ioans withoutintertst or at less than marka rate interest to any benefiIiuy; ,od o entet into any othertransactiou or agreement wtrethel or not of' a commercial'nanrre with any U*-if*irywhich the Tnrste, in the otercise of sole and absolute discretion of the iro"t"r, .";idetermine to reflect wh* would be the wishes of the Grantor.

17.29 Investlutrf Manager. Io employ any investment management sewice,financial institution, or sirnilar organization to advise the lrustee and to handle aliinvestnents of the Inrst and to rerrder all accountings of'funds held on its behalf rmdercustodial agscY, or othet agreernents. if the lrusteC is an individual, ttrcse cosb may bepaid as an exPens of'administxion in addition to fees and comnissions.

1730 Depreciation" fo deduct fiorn all receipts atributable to depeciablePropefty a reasonable {loy-ance for depreciatioa, computed in accordance with ieuerallyaccepted accounting principles consistently applied.

17.31 Disclnim Assets or Powers fo disclaim any assets olherwise passing orany fiduciary powers pataining to any trust created'hereunder; by execution of aninstument of disclaimfi meeting the requirements of applicable law-generally imposed

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upon individuals o

teduce, a(pat{ Iimit or otherwise frx and change the opcl'ation or policy of any suchbuiness anil to act with rcspect to any othermatter in conuection with any such business;to subjea to the risks of'any such busiuess, any patt or all of any Inrst Estate, for zuchterm oI period as the T'rustee ia the exercise of sole and absolute discretion, of'thefrustee, may deteruine; to advance money or other propefy to any zuch business; tomake loans, subordinated or othe,r:rnrise, of cash or securities to any such business and toguarmtee the loans of others made to any such bruiness; to borrow money for any suchbusiness, either aloae or with other persons intcrcsed therern" and to secure such loan orloaos by a pledge or mortgage of'any part of any llust Estate; to select and vote fordirectors, parto8rs, associates and offcers of any zuch business; to act as diretorqgeneml or limited parttrs, associates and officers of any zuch business eitherindividually or through an officer or officers if the lrustee is a corporation, and toreceive compe,nsation tom nrch business for so acting; to enter into stockbolders'agreemeqts wi& corporations in e/hich tbe lrust EstatE has an intercst andlor with thestockholders of such corporations; to liquidate, either alone or jointly with others, anysueh business or ary inter*t in any such business; and generally to exercise any and allpowem as tbe Trustee may deern necessary witb respect to the conrimrance, managemenqsale or liquidation ofany such business.

1736 Managernent of Real Property. Io manage, insure against loss,subdivide, pstition, develop, impmvg mortgage, Iease ol otherwise deal with any realproperfy or interes8 thecein whictr may form at any time a part of any frust Estate; tosatisff and discharge or elttend the term of'any mortgage &ereon; to demolislr, rebuild,improvg repair and make alte,rations from time to time in any of the stuctures upon anysuch real propefiy; to plat into lots and prepare any such real property fot buildingpuposes; to construct ard equip buildings and o&er structures upn any sucb realpropety and to makc any and aII other improvernents of' any kind or characterwhatsoever in connection with the development and thereot to exesute tbenecessary instnrments and covenants to effectnte the foregoing powers, includiag t}:egraatiDg of'options in connection therewith-

17.37 Purchase of Lifo Insurance Subject to tbe provisions of the Articleemitled "Iilsuance Provisions," frustee strall have the power to pruchase life insruanceon tle life of any irdividual in wtrich any beoeficiary under this Agreement may have aninsurable intqest; to enter into any form of splitdollar anangemenl with rcspect to suchitrs:rance, ircluding a split-dollal arrangement with another tust o{ which any ftusteeunder this Agreement is acting as a frustee notwittrstanding that such arrangement mayconstitute an act of self-dealing; to pay auy premiums on any such life insurance pollcyheld undq this AgeerneDt; to exercise with rcspest to said insuance policies held underthis Agreeroent from tirne to time all options, rights, elections and privileges exersisablewith respect to said policies including but not limited to, the right to demand and collect&om the comparry or companies issuing said policies all such proeeeds as shall bepayable to the lrustee; to designate and change the beneficiaries thereurtder, provided,however, the Grantor may not be designated as such bendrciary; to modify, exchange,sunender or cancel any such policies of insurance; to borrow upon and pledge aay suchpolicy in connmtion with a loan; to assip and distribute any and all of &e rightsthercr:ndcr to or for the benef,rt of any beneficiary of the tust; to direct the disposition of

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dividends or surplus; to convert said policies into different forms of insurance; and toelect me&ods of settlement with respect thereto.

1738 Rights in Naturd Resources. Io drill, tesl explore, maintain, developand otherwise o

minority, and shall receive the compensation they would receive if holding the propertyas Trustee of a sepatate trrst under this Ageement

17.44 Recapture rar To negOtiate and execute any a$eements relating to anyrecapturs tax *AicU-maV io tUe nttotJbe^i"1Pjsed luth respect to plopelty excludcd olJ"d,i"pa from Gta*oit gro*t estate for Fedeml estat' ta'Y Puposes llndet aocirumstancs, howev$, *iy any sreh agreerrent *"o"iqc that liability for any rccapturctil will be assumed iy ,r ii"p-i*a upoi property which passes- by reasoa o{ ryP/:dea& in a manner *friif, *.r iltendd to dUify it t tU" charitable deduction for Fedecalestaletax PuPoses.

l?"45 Ircatment of Qualified Revocable Trust'Io ioin in rnaking an elestionrrder Section 645 of the Code to treat any qualified rcvocable tust (as defined in Ft;;;t .;."a Uy Arantor * p* of Oraltors estatc for incorne ta,x purposes, and toffi;6r r"t"in

"idaod *y *i;rstryents and ailocations of disribnrtable aet income, tax

liabilities, ad other .i[G;";i* of'wf'&ver nature resulting fom that election' whichSe Truteg in the rn:rst#* rof. aoA absolute discretioo, may deem to be approptiale'Irustee shall not be held tiable to any pelgon or entity intela*cd in Granto/s estate forany election made (or not rnade) in good faith

17.46 Rigut of Elec6on. in the eveut thd the lrustee shall have a choice or aright of ercction-with-t.gsr; ;tar 9u $rantot's cstatc (including withorn limitation';fu"d"g d6es for valuin'g property in Grantor s gross estate fot estate t$( Purpose$ctaiming special ** *i,ritioit, making an el&tiou with regard to -a- qualifiedconservation semeilt * u q*fifred faiilyowned bwiness interest' clairning anyadminisfiation r(pense as a dduction for income tax Pulposei orfor estate t&( purposes'.il;;drg Or*roi, GSf tax occrnpion, or applying ior or elaiming an erlensiot 1f'tletime in ufiich b f,le tti rra"*r estate tQ( return or to pay any portion of the ta:r), theTrusteg shall have tb";til;t to mate such choicc as the frustee' in the frustee's solediscretion, may deem advisabll, without regard to the effect upou $e ryspec{ye.tn'*ryof the pelsons interested in Gantor's estate. rhe Trustee shalt be fulthr authorize4 tutshall in no evnr b, ;;qrfu.d to make adjustmenrs

-beyry any such jntcrests t:

compensate for any adverse effect tbe,eon of'ty such choica Further' the lrustee shallnot be held liable * ;; n o66 or entity interested in Orrrto/s estrate for any electionmade (or uot rnade) in good faith

. 17,47 Applying Ileone and Principal' Io make any application ofprincipal or

in.o-, for tlre-benefii of ony beneficiary by payTryJ 19 ych prson .or Pefso:s(including, U,t witUoJiimt"rifi other ursts,

"tt"-t"t, individyl? and instit'tions) as the

lust@, in fhe t*toit* oi soli and absolute discretion of'the Trustee' detcrmirps(including b,t withouiii*it"i"r, a trust of which any fn:stee r.rader this Agreement isalso acting., frrrt *,-*d ;ethe suqh tilst was cle5ted pursuant to authority grantedto the lrutee ,mCet Ais Agreemeut or othenrise); the written lcetpr 9f the petson or;;;;;, ;" p"ia ,n"rr u" a hil discharge to the r'nrstee fiom all liability with rcspectrhereto, and any r""h ;",o; or uplti""tio! may be made.*,to"t bon4 witlroutintervention of'aay S,*di*, conservaiot o. comn ittee, and without the order of anycourt.

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17.48 Ddegation of Powprs to Co'Trustee. Io delegate ary duties orpowers,discretionary or othawisg to a Co-Irustee or any otha persou ol institution for suchperiods ard upon such terms and conditioas as may be designated in an acknowledgedwritten instument deliveled to such Co-frustee, other pason or institution; and lf'suchduties or powels are delegated to a Co-fnrsteq &e fnstee so delegating any duties orpolyers under this Agreement shall have no fiuther responsibility with respect to theexercise of sush duties or powers so long as such delegation shall remain in effect; andany such delegation shall be revocable by a similar instummt so delivered at any time,

fhe powccs granted to the T'rustee rruder this Agreement ia and by thisAgreement may be Ene,rcised in whole or in pail and tom time to time, and without courtauthorizatioq and strall be deemed tb be supplemenul and not orclusive, it being theGrantot's intention that the frustee undcr this Agreanrent shall have aU the genaalpowers of fidusiaxies as well as all oI'the qpecial powrs herein expressly granted, and allpowem incideutal to, r'easonably to be implied Iiom or neoessary to the proper exercise of'&e powers lmein gra$ted.

"nu,*oo,*llfiJ#o,,.,o,*,the following rules govern administation of'the Irust with rcspest to assets tbat muldcause the lrustee to incur liability for environmcnul contamincion or hazardous wast6

f 8..1 Ve.sting of Title. Tifle to the followiog qrpes of assets will not vest in anyfn:stee (including a successor fn:stee when it besns to serve) rmtil the lrustee executesa witten insuument acceping title to those assts:

. Real propefy or any interest of'any nature in real propqty (inctudingmofigages secured by real property), and

. Any interest in a parmership, limited liability company, o'closely tteldcorpor*ion u,hich oums real property or an interest iu real popelty and inwbich the frustee would have the ability to vote or otherwise prticip*ein the managemeat and contol ofthe entity's opemtions,

If the Irustee refuses to acccpt title to an asset that has never been part of'this lrust, titleto that asset will rcvefi to tbe transferor or pass to such other persons (otber than thefrustee) as may be provided by ap'plicable law If'a successor lrustee refuses to accepttitle to such an asset accepted by the prior Tnstee, the prior frustee (or his or herPersonal Representative) will continue to hold title to and administer that assct lutil it isdistribute4 sold, or othcrwise disposcd of, or until othcr relief is granted by a cornthaving jurisdiction over the lrust. Until it accepts title ro such an asseil,, thc frustee willhave no fiduciary dutv with rcspect to that asset.

18J Audits, The lrustee may rcquire environmental audis aceeptable to it tobe made st ary time u the e

183 Liability fhe Trustee will not bc liable to any beneficiary for any ciaimsagainst or losses incuned by ttre lrust because of'compliance with laws regulatingenvirormsrtal eontamination or hazardous wastes, including reporting or abatingcontamination, cleaning up property,, incuning expeuses in conrection withadminishative or judicial procedings, and establishing reseles for such paynents, efirenif amounts expended axeeed &e value of the prcperty" rhe r'rustee may requireindemnities or othfi arrangements satisfhctory to it that will prote* and hold it harmlessfronr liability &ir might bc incurred for environmental contamination or hazardoussubstances"

18.4 Other Laws. fhese provisio"s are in addition to o&er remedial powersmd rights given to fiduciaies under applicable law-

ARIICLE 19Smcrel BusrNrss Pnovlsrons

fte following provisions apply to any closely-held stock or other business interests heldin this lrust.

19"1 Subchapter S Stock Despite any othei. provisions of this T'rustAgreement, if a mxt created in this instumeat is to become t&e owncr of, or akeadyowns, stock in a corporation that has an clcction in effect (or one that proposcs to makean election) urdcr Section 1362 of the Intemal Revenue Code (an "S Corporationn), andthat tust would not otherwise be pamitted to be an S Corporation strareholdel, thefollowing provisions will apply:

(a) Electing Small Busiuess lrust. Ihe Trustee in its discretion mayelect for thc tust to become an Electing Small Busiress f'rust ("ESBT") as defined in thehternal Revenue Code.

(b) Quelified Subchepter S'Irust lf'the lrrxtee does not cause thetrust to bssome an ESBT; the lrustee shall set aside the S Corporation stock in a separatetust for the current income beneficiary of such tnr.st, so that a Qualified Subohapter SIrust ('QSSI") election under Section 1361 of'the Internal Revenue Code can be filedwith respact to that tust. If'a tust has more tharr one permissible curnt incomekneficiary, the fnxtee shall divide that S Corporation stock into shares so that therc is ashare for each of the &antor's then living descendants, pei stirpes. fhe Trustee shallhold each share as a separate QSSI for the persons dessibed above, and each suchpercoD will be the sole baneficiary of his or her QSSI" fo the geatest extnt possiblqthe frustee shall administer^each QSSI under tbe terms of the tust fiom which it wasdedved" but subject to the following overriding provisions:

(1) Corseut. The Tiustee ehall notifr the be,neficiary of eachsparate trust promptly that a QSSI election must be filedwith tlrc InterBal Revenue Set.ice. Thereafter, eachbeucficiary shall filc a timely and proper QSSI elecrionwith the Inrcrnal Revenue Service. If a beneficiary f,ails orrefirses to make the QSST election, the Trustee shall make

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ar ESBI election for that trust If the beneficiary doesmake the QSSI election" then his or her seParate tust willbe administcred as set forth below.

Qt fncome Payments. During tbe beneficiary's life, theIrustee shall pay all net income of the tnrst to thebeneficiary (and outy to that beneficiary) in quarterly ormore fiequerrt installments. fhe bene{iciary's incomeinterest irr the tust will terminate on the earlier of his orher death or the termination of the tust under its telms-

(3)Prtncipallnvasions.Ifthebeneficiuyisotherwisedistribute principat ftom that separate uust durin-g thebeneficiaq/s life only to ol for the benefit of thatbeneficiary (and no onc else).

(4, Final Distribution. Il.the QssI.is termioated drring thebeneficiary's life, the Irustec shall disuibutc a1l remainingassets of that seParate tust to that beneficiary. If thebeneficiary dies before that tust's termination, allremaining assets of ttr QSSI are to be distibuted asprovided iu the original trust' but subjet 'to thisSection 19.J,.

(5) Teraination of QSST Status. If a separate tnsl wot{dsea$e to qualify as an S Corporatior shareholder, thefrustee in lts disqetion may: (i) make an ESBT electionfor that seParate tnrst, or (ii) disribwe all S Corporationstock to the beneficiary- Ilre Trusrce in its discretion alsomay convelt a QSSI to an ESBI; whether or not &ebencficiary has consentd to QSSI treaffient and, if thebeneficiary consents, may convert an ESBI into a QSST '

lg.Z Management and Scle of Business Interests" fhe Grantor anticrpatgsthat a geat percentage of the Tn:st Estat will consist of an interest in various closelyhe6 cJrponhors *Jpartnerships (all collectively referred to rs +: "Business Entities,"whether one or more). If the disposition of'the* Business Entities has not otltetwisebeen providd for at &e Grantor's'death, then, in addition to any otJrer authority granadby thii Trust Agteemeirt, the following will apply:

(a) Opemtion end Sale. Ihe frustee *rall use its discretion inparticipating io ti" op.*tion of the Business Entities aud in selling the interest in thebu.i"ess *titi.r" i'h" Trustu" is specifically authorized to scll an intercst in theBusiness Entities to any Paxtrer, ofEcr' or en4iloyee of the business, to any individualTrustee, or to any beneficiary of'this lrust'

I RLIST AGREEITENT FON AT.TAN }TAYMES28

HAY000072

O) Pattnerships In addition to the powels desqibed abolS theTrrrstee is dirested to determinc whether the effecting of any mcasures with reqpect toany partnership intercsts would be of benefit to the beneficiaries of'the llust or of theGrantot's estate. If it is determined that one or morc measures should be effectd, thefrustee shall take sueh actions as are required to effest these meastues. Ihe measuesthat may be effccted include, but are not limitcdto;

. the continuation of'the lrwt as a partner in any of the pa:tnerships;

. &e distibution of selected propcrty by the piruerships to the lrust or itsbeneficiaries;

. the acquisition of any additional owncrship intercst in thc partnerships;

. the liquidation of any intercst in tbe partreeships;

. the filiug by the patnerships of'a timely election under either Sestions754 ar 732(d) of the Internal Revenue Code to adjust the basis ofPartrelshiP ProPqtY'

(c) Supplemental Powers" In addition to &e por*ors previously givcnand the powen, enumerated in Article 17. the Grantor gives the fiustee the followingadditional powers with regard to a$y transactions relating to the Busioess Entities:

(1) Emplqrment of Personnel. fo hire and discharge officeisand employees for tbe Business Entities, fix theircompcnsatioq and dcfinc their duties, including the right toemploy any beneficiary (or individual lrustee) in auycapacity

P) Investment in Businss. To invest otber tust fimds in theBusiness Entities; to pledge other asse{.c of the Irust assecurity for loaus made to the Business Entities; and to loanfrrrrds tom the Trust to the Business Eutities

(3) Ssle or Purchase of Olferings To participate as seller orpurchaser in public or private offerings for the sale of'anysectuities or partncrship interests in the Brsiness Entities;to eDter into any related agreements containingrcpresertations,',lmrtanties, and indenrnity provisions; andto incur liirbilities in connection with tbcse transastions-

(q Change of Busiaess tr'orm or Scope. To convert arycorporation into a partnership, sole proprietorship, orlimited liability company, and to diministr, enlarge, orehange the s,cope or natue of any business.

FRrs' AGn!E$ENrFol Au..rri IIA)r{Es29

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(5, Businss as Separate Eatity; Aecountings. fo reat theBusiness Entities as an entity sepamte fiom the Trust Inits accountings, the Trrstee may report the eamings andcodition of the Busiaess Entities in accordance wi&staodad busincss accounting practices

(6.) Retention of Earnings. f o retain in the business such netearnings for working capial aud other purposcs as thef rustee deems advisable-

(1) Additional Fee,B. Io receive additioual compensation forits octa efforts and expertise rctating to the BusinessEntities. Such compensation may be pald as a dfuector,s ormanago's fee ol as a guaranteed paynent, all of which willbe rcrnitted to tbe frustce, or qlay be charged di:ectly as amamgemnt consultation fee by thc hustee,

(d) $tandards of Risk and Trustee's Liability" fhe Grartor is awareth* certain risks uc inherart in the opa'aion of any busiress urd ocpects &at theTrustee will be required to make decisions using a "reasonable business risk" standard inke+ing with the 'pludent investor" rule. fhqefore, tlr Grantor directs that ihe frusteewill not bc held liable for any loss rculting from the rstention and operation of'anybusiness uless such loss results directly fiom its bad fbith or willful misconduct, Indetermining liability fot losses, it should be considered that the frustee is engaging in aspeculative effierpdse at the Graator's express request

Anncrn20INSURANCEIToYIsIoNS

Arry insuance policies acquircd by or payablc to the Tnxtee as an asset of this llrst areto be admiuistered as follows:

20.1 Payment of Premiums The Trustee may pay fiom tbe net income orprincipal of the lrr.rst any prerniums or assessnents upoa any irsr:rance policies that itholds under the tcrms of this insuument.

20.2 Collectioa of PoUey Proceeds. Upon the death of'an insure{ the frusteeshall process all claims for palrurent of death bqrcfits payable to the flustee- If paymentof any pohy is contested, however, the frustei will not be obligated to begin legalproceedings for collection unless it is iqdefinified to is satisfaction for all costs,including attomey's fees, Ihc lrrstee may rqpay any percon, insluding itself, Aom thcfiust for any advaoces or o(periscs incured in atterrpting to colle* dettr benefits onsuch policies

20.3 Trustee Protection. The frustee will have no liability or reqponsibilityfor any loss resulting fiom the failure of'any insurauce company and its inability to pay aclaim uodcr any insurance policy acquired by the frustee. Tho T'rustee will bc under noobligaion to invest any cash value accumulated in any life insurance policy owned by the

fRusl AGxrElGa roR At{,rN HArnrEs

HAY000074

Trusl regardlesr of the invesurerr yield on such value withis the policy as compared tothe net invesEreirt yield which could be obtained outside ttre policy lhe Trustee will notbe liable or accor$table to anyone for tbe exercise or nons

or any amount withdrawn from such plm. Irustcc shall not have the power to accumulateany plan disfiibution.

Anncun22DTSCRETIONARY PAYMENTS AND PROHIBITIONS

Norrithsanding any o&er provision of the Agleement, if ever in accordalce with thisinsfrument dis&etionary p"y**O of principal or income may be made to anybeneficiary who is at tb; time a Itustee hereof, (&is said prohibition shall in no event beconstued to mean thc Grantor hcrarnder) tbe detcrmiuation of'whether oI not to makesuch palmelrts shatl be made by the then other Trustees as though said beneficiaty wfienot then a Trustee hereof Thai is to say, no Tnrstees shall pa*iciparc in any dccision asto whether.or oot discretionary paymcnts of principal or income shall be made to saidfrustees as a bcreficiarY.

Anrlcr"P23PnorEcr'IoN FRoM Ur*usu*r, CrncunasreNcss

Z1.t pr.incipal and Income Restrietions The lrustee shall have the power torcfiain from distibuting outight the principal or income, or both, of' a trsst to abeneficiary when oftJnrise -subject to mandatory distribution, when uausualcircumstances exist which, in ttre Trust@'s sole discrAion' cause it to be in suchbcneficiary's best interest t6 wittrhold such distibution. fhis discretion has beeu gantedto the lrustee because it is impossible now to foresee what unusual citcumsta[ces ]Ilayexist in ary belreficiary's fid in the futurc. Accordingly, such discretion should be.*o"i*a roUty io light of zuch beneficiary's best intelest and deternined wtreu suchevent ocsurs"

Such ungsual circrgnstances may include, for exanple, if'such beneficiary is thNla defendant in seriops litigation, is in bankruptcy proceedings, or similar severe frnancialdifficulties, is involved iir"rlo* matimonial problems, is uaable'ty rasoa of physical'mental, or emotional condition tO Prgperly adminiStcr the assets to be pard over to-h-tm O.ther, is living under a form of'goiernmerrt incarrration or otber eonditions making ittitety Oat tti fuoar to be paid over woutd be subject to confiscation or otpropriation, oris not e,mployed in a position thu would be expected of sommne with his or heredueation or

"bititi"u, tifi"g into consideration not only actual edusation but the means

to seek additional educatioriusing the income or principal of the Trust Estate" It is theGrantor,s intention that any beneficiary of'the lrust Estatc not rly on the Trust Estate asa resourae available to them that decreases &eir ambition or desire to achieveeducational, financial, or professional goals dr:ring those yeall in which they may bet"ionffV employed itir P"ogr"ph is-merely explanatory 9I9: Grantor's irrcnt withiot i.tr tbis discretion is granted anO is meant solely as a non-biuding guide to the Trustegand it shall not be consnrrea as an efort to altfi or limit the rights, Powersi authorities,duties, privileges, immunities and discretion conferrcd gpon Trustee

If,usr AciEEHs{T FoR .{l t-dF- [tA\ MEs

HAY000076

232 Coutinuation of Principal and Iucsme Distri