Angela DeVarso

IRREVOCABLE TRUST THIS AGREEMENT, made this ____ day of __________________ 20___ , by and between _____________________________ , of the City, County and State of New York (Grantor), and _____________________________ , of the City, County and State of New York (Trustee), and the Grantor and the Trustee being sometimes referred to as the Parties. WITNESSETH: WHEREAS, the Grantor desires to create an irrevocable lifetime trust to hold life insurance on the Grantors life and other assets for the benefit of his wife and his issue, and WHEREAS, the Trustee has agreed to accept the Trust and be bound by its terms and conditions. NOW, THEREFORE, in consideration of the mutual covenants expressed and for other good and valuable consideration, the receipt of which is acknowledged, upon the execution of this Agreement, the Parties agree as follows: ARTICLE 1: The grantor shall contribute assets to this trust. The Trustee is authorized

to use some or all of the Trust assets to acquire and retain life insurance policies on the Grantors life. Any life insurance policies contributed to this trust or purchased by the Trustee shall be set forth on Schedule A. Such policies, however, shall be subject to all of the terms and conditions of this Agreement whether or not set forth on Schedule A. The Trustee shall be the beneficiary of all such policies and shall own all of the right, title and interest in and to such policies. The Trustee, at any time or times, may receive and accept from the Grantor, the Grantors personal representatives, and/or any other person, any contributions or additions to the Trust if such

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contributions or additions are acceptable the Trustee (including, but not limited to cash, real property or personal property). ARTICLE 2: The Trustee acknowledges deliver of the assets contributed to the Trust

and agrees to hold such assets and the other assets that might be received or acquired by the Trustee, IN TRUST, for the uses and purposes hereinafter set forth. ARTICLE 3: The Trustee shall not be obligated to pay premiums or other charges on

any life insurance policies acquired by or received by the Trustee and held IN TRUST, or to do anything to renew or keep such policies in force. The Trustee shall not be liable for any loss arising from a laps in any policy caused by a failure to pay premiums or otherwise. The Grantor intends that every reasonable effort be made to continue the policies in force until the Grantors death. Accordingly, the Trustee is hereby authorized to use and net income and/or principal from any of the Trusts created hereunder, as may be necessary to maintain said policy or policies in force until the Grantors death. The Trustee may pay premiums or other charges on life insurance policies held by this trust and may borrow from herself or others funds by which to make such payments. ARTICLE 4: The Trust is IRREVOCABLE. The Grantor shall have no power to

modify, alter or amend this Agreement. ARTICLE 5: A. During the Grantors lifetime, the Trustee shall have the power, at any

time or tines, to appoint some or all of the Trust principal to or among any person or persons as she designates in writing, other than herself, her creditors, her estate, the creditors of her estate, and other than to for the benefit of any child who she may owe a legal obligation of support.

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B.

In addition to the powers conferred upon the Trustee in Article 5.A,

the Trustee, during the Grantors lifetime, may pay out of the net income and/or principal, such amount or amounts as the Trustee may determine to such one or more persons as the Trustee, in her sole discretion, selects out of a class composed of the Grantors wife, ______________________ ( _________ ), and the Grantors issue (_______ and the Grantors issue shall collectively be referred to as the Class). Notwithstanding anything provided in Article 5.A to the contrary, if a Trustee is a member of the Class, said Trustee may only make discretionary distributions to himself or herself pursuant to this Article 5.B of such amount or amounts of the net income and/or principal, as the Trustee shall determine to be required for his or her health, education, maintenance and support, or for any expenses incurred by him or her because of any illness, operation, infirmity or other medical emergency. In exercising this discretionary power, the Trustee shall be subject to the terms and conditions of Article 17.B. The Trustee may, but need not, consider any resources of any beneficiary in making such discretionary distributions. The trustees power to pay principal under this Article 5.B shall be subordinate to the exercise of any withdrawal power under Article 23. Any net income not distributed during any accounting year of this Trust shall be accumulated and, at the end of such year shall be added to principal. C. Any discretionary distributions to a Trustee pursuant to Article 5 for

any reason other than for his or her health, education, support, maintenance or medical expenses shall be made by the co-Trustees or co-Trustee serving hereunder or, if no co-Trustee, then by the successor Trustee appointed hereunder. ARTICLE 6; If life insurance policies owned by this Trust shall be in force at the

Grantors death, the Trustee shall file with the insurer any proof necessary steps to collect the
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insurance proceeds. The trustee is authorized to take all necessary steps to collect such insurance proceeds. It shall be in the Trustees sole discretion to determine whether to initiate litigation to enforce payment of policy proceeds. The Trustee may use Trust assets to meet expenses incurred in connection with enforcing payment of the proceeds of a policy. If the Trustee decides to initiate litigation to enforce payment of the policies, the Trustee shall not be required to commence or maintain such litigation until the Trustee is indemnified upon terms and conditions satisfactory to her. The Trustee is authorized to compromise and adjust any claim arising from the policies upon terms and conditions deemed appropriate. The Trustees decision shall be binding and conclusive upon all persons having any interest in this trust. ARTICLE 7; After the Grantors death, the Trustee shall retain the Trust principal and

any undistributed income, IN TRUST, for the benefit of ___________ and the Grantors children ( ____________________ ) and ( ____________________ ) ( _________________) shall hereinafter, at times, be referred to together as the Children or individually as a Child), and their issue. The Trustee shall invest the assets, receive the income and, after deducting all necessary expenses, shall distribute the principal and income as follows: A: If _____________ survives the Grantor, until _________ death, the

Trustee shall pay or apply any portion of the Trusts net income and/or principal to ____________ or for her benefit, as the Trustee determines to be required for ________ health, education, support or maintenance according to the standard of living to which she is accustomed at the Grantors death, as well as for any expenses incurred by _________ because of any illness, operation, infirmity or other medical emergency. Any net income not paid or applied under this article 7.A or under Article 7.B during any accounting year shall be accumulated and, at the end of such year, shall be treated as principal.
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B.

In addition to the aforementioned payments, the Trustee, at any time

or times that she deems it advisable may pay or apply to or for the benefit of the Grantors Children and their issue, until _______ death, such sum or sums out of the Trust net income and/or principal (including the whole thereof), as the Trustee shall deem advisable to provide for the health, maintenance, support and education (including, but not limited to, elementary, secondary, undergraduate, graduate and postgraduate education) of the grantors Children and their issue, as well as for any expenses incurred by or for them, or any of them, because of any illness, operation, infirmity or other medical expenses they may incur until ____________ death. In the exercise of such discretion, the Trustee may pay or apply the net income and/or principal of this Trust to or for the benefit or the Grantors Children and their issue, equally or unequally, or to or for the benefit of any one or more of them to the exclusion of the others. C. Upon ______ death, or as soon as practicably convenient thereafter,

or upon the grantors death if ______ shall have predeceased the Grantor, the then remaining principal balance of this Trust, together with any undistributed income, shall be distributed to any of the Grantors issue appointed to receive such assets by _________, by provision in ____________ Will, duly admitted to probate, making specific reference to this power of appointment. Such appointment may be made in equal or unequal portion, either outright or in trust, and upon such terms _____ shall set forth in said Will. If ______ shall fail to provide for the appointment of the all of such remaining assets or if any such provision, for any reason, shall not effectively appoint all of such reaming assets, the Trustee shall divide said amount into as many equal parts as there are living Children and Children who are not alive, but who leave surviving issue. In respect of said equal parts, the Trustee is directed:

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1.

To distribute one of such equal parts to the then living issue of

each deceased Child, per stireps, according to Article 8. 2. who has attained age forty (40). 3. To distribute two-thirds (2/3) of one of such equal parts to To distribute one of such equal parts to each Child then living

each Child then living who has attained age thirty-five (35) but who has not attained age forty (40) and to hold the remainder of such equal part according to the terms and conditions hereinafter set forth in Article 7.C.5. 4. To distribute one-third (1/3) of one of such equal parts to each

Child then living who has attained age thirty (30) but who has not attained age thirty-five (35) and to hold the remainder of such equal part according to the terms and conditions hereinafter set forth in Article 7.C.5. 5. To hold one of such equal parts as a separate Trust fund IN

TRUST for the benefit of each Child then living who has not attained age forty (40). The Trustee shall manage and invest the principal of such part, collect and receive the income, and apply and distributed the income and principal as follows: (a) Until the termination of such Trust, the Trustee shall

pay over and distribute to such Child all of the net income of such equal part, at convenient intervals, but not less of the than quarter-annually. (b) Until the child for whose benefit such part is held IN TRUST shall attain age forty (40), the Trustee, at any time or times that she deems it advisable,

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may apply for the Childs benefit, or pay over to him, so much, all or none of the principal of such equal part, as the Trustee shall deem advisable to provide for health, maintenance, support and education (including, but not limited to undergraduate, graduate and postgraduate education) of such Child, as well as for any expenses incurred by or for him because of any illness, operation, infirmity, emergency or for any other purposes, irrespective of cause or need, as Trustee shall deem to be in the childs best interest. (c) Upon the attainment of age thirty (30) by each Child

for whose benefit a part is held IN TRUST, the Trustee shall distribute to such Child one-third (1/3) of the principal of such equal part; upon the attainment of age thirty-five (35) by each Child for whose benefit a part is held IN TRUST, the Trustee shall distribute to such Child one-half (1/2) of the principal of such equal part; and upon the attainment of age forty (40) by each Child for whose benefit a part is held IN TRUST, the Trustee shall distribute to such Child all of the principal of such equal part, together with all undistributed income. (d) The Grantor recognizes the possibility of there being changed conditions and circumstances which cannot be predicted. It is the Grantors desire to provide adequate funds for the education of the Children and to assist them in purchasing a principal residence or in establishing themselves in a prudent business venture of their choice. Therefore, the Grantor authorizes the Trustee, at any time or times, to distribute any portion of the Trust principal before the specified times for distribution, as the Trustee deems in their best interests. (e) If any Child for whose benefit a separate part is held

IN TRUST dies before attaining age forty (40), then upon such Childs death, the then remaining

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principal of such part, together with all undistributed income, shall be distributed to the issue of such child, per stirpes, pursuant to Article 8. In default of such issue, said amount shall be distributed to the Grantors other Child, or if the other Child shall also not be then surviving, to the issue of the other deceased Child, per stirpes. Any distribution to a Child for whose separate benefit a part is held IN TRUST, shall be made to such Child according to Articles 7.C.2 through 5. Any distribution to the issue of a deceased child shall be made according to Article 8. (f) If neither of the Grantors Children are surviving when

they are entitled to a distribution hereunder and if neither of the Grantors Children leave any then surviving issue, the remaining principal balance of each of the parts hereunder, together with undistributed income, or all of the assets to be distributed hereunder, whichever the case may be, shall be distributed as follows: (i) Fifty (50%) to ______________ parents, (

_________________ ) and ( _____________________ ), in equal shares, absolutely and outright, or all to the survivor of them. If both ____________ and _______________ shall not be then surviving said share shall be distributed to ___________ cousins, ( _______________________ ) and ( _____________________________ ), in equal shares, absolutely and outright, or all to the survivor of them. If both ________________ and _____________ shall not be then surviving, said share shall be distributed according to Article 7.C.5 (f)(ii). (ii) Fifty (50%) to the Grantors siblings, (

____________________ ) and ( _________________ ), in equal shares, absolutely and outright. If ____________ shall not be then surviving, said share shall be distributed to his issue, per

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stirpes, according to Article 8; and in default of such issue, said share shall be distributed to __________ absolutely and outright. I ______ shall not be then surviving, said share shall be distributed to ___________ absolutely and outright. I ___________ shall not be then surviving, said share shall be distributed to ______ issue, per stirpes, according to Article 8. If both ___________ and ____________ shall not be then surviving and ___________ shall have no surviving issue, said share shall be distributed according to Article 7.C.5(f)(i). ARTICLE 8: If any beneficiary, other then a Child, has not attained age thirty (30)

when he or she is entitled to receive a final distribution under this Trust, such distribution amount shall be retained IN TRUST by the Trustee until such beneficiary attains age thirty (30). The Trustee may be or apply any portion of the Trusts net income and/or principal as the Trustee deems advisable for such beneficiarys health, education, maintenance and support. Any, net income not paid or applied during any accounting year shall be accumulated and, at the end of such year, shall be treated as principal. When such beneficiary attains age thirty (30), the Trustee shall distribute the remainder of such Trust outright to such beneficiary. If such beneficiary dies before attaining age thirty (30), or before receiving a final distribution of his or her Trust, the Trust principal and accumulated income shall distributed to the beneficiarys issue, per stirpes, subject to this Article 8. If the beneficiary dies without surviving issue, the Trust principal and accumulated income shall be distributed to the deceased beneficiarys surviving brothers and sisters, and the issue of any deceased brothers and sisters, per stirpes, subject to this Article 8. If there are no surviving brothers and sisters, and said deceased brothers and sisters leave no surviving issue, the Trust principal and accumulated income shall be distributed accordingly to Article 7.C. If conditions and circumstances change, the Trustee shall be

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permitted to distribute all or any portion of the Trust prior to the time designated, if the Trustee determines that this would be in the beneficiarys best interests, regardless of his or her age. ARTICLE 9: Notwithstanding anything in this Trust to the contrary, if any Trust

created hereunder shall be governed by the laws of a jurisdiction in which the common law rule against perpetuities or any analogous statue applies, then each Trust created hereunder shall terminate twenty-one (21) years after the death of the last to die of the Grantors beneficiaries, and/or issue living at the date of the Trusts creation. At such time, the Trust assets shall be distributed outright to those beneficiaries who are receiving income or who, in the Trustees discretion, may receive income. ARTICLE 10: A beneficiarys interest in any trust hereunder may not be either

voluntarily or involuntarily transferred before the Trustee pays or delivers that interest to the beneficiary. No beneficial interest in any trust created hereunder, whether in income or in principal, shall be subject to anticipation, assignment, pledge, sale or transfer in any manner, and no beneficiary of any such trust or other person interested therein shall have the power to anticipate, encumber or change his or her interest therein, and no trust estate created hereunder shall be liable for or subject to the debts, contracts, obligations, liabilities or torts of any beneficiary of any such trust or other person interest therein; provided, however, that nothing contained herein shall be construed a s preventing any beneficiary from making a qualified disclaimer within the meaning of Section 2518 of the Internal Revenue Code of 1986, as amended (the Code), with respect to interests herein. ARTICLE 11: Subject to the Trustee complying with the terms of any agreement which

the Grantor may have executed concerning the sale or other disposition of any business interest

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of which the Grantor may die possessed, the Trustee, in her sole and nonreviewable discretion, may dispose of any business interest the Grantor owed at the time of his death. Alternatively, the Trustee may operate the business and exercise all powers with respect to the business, in whatever manner the Trustee deems to be in the best interest of the Trusts created herein and the beneficiaries thereof. ARTICLE 12: In the administration of any Trust created hereunder, the Trustee shall

have the following powers in addition to, and not in the limitation of, any other powers granted under this Trust Agreement, the common law or applicable statues. All of these powers are exercisable in the trustees sole and absolute discretion. The powers granted to the Trustee shall include the power: A. To retain all or any part of any Trust property in the form received by

the Trustee as long as the Trustee deems advisable. Alternatively, the Trustee may sell, convert or exchange Trust property for cash or other property, and may invest and reinvest the proceeds and any income from Trust property in such investments as she may deem advisable. B. In connection with any life insurance police held by the Trustee, the

Trustee shall have any all of the rights and benefits as owner of said policy, including, but not limited to, the following rights and benefits: 1. To change the beneficiary of any policy to comply with the

provisions of this Trust Agreement. 2. To borrow money against the policy.

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3. made to the Trust. 4. insurance. 5. 6. reduce premiums. 7. 8. arrangement. 9. 10.

To pledge any policy as security for the repayment of loans

To surrender any policy for its cash value or for paid-up

To convert any policy into another or other policies. To withdraw and receive dividends or to apply dividends to

To assign all or part of any policy. To use any policy in connection with any type of split-dollar

To elect or to alter any settlement method of policy proceeds. While acting as a Trustee hereunder, __________ shall have

no incidents of ownership, rights, powers or privileges whatsoever with respect to life insurance policies purchased or acquired by the Trustee on the Grantors life or on _____________ life. C. To manage, grant, bargain, sell, convey, exchange, convert, trade,

lease for a term or terms either within or beyond the duration of this Trust, loan or invest Trust property, inclusive of any accumulated Trust income, at such time or times and in such manner, either publicly or private, and upon such terms as the Trustee, in her absolute discretion, shall deem in the beneficiaries best interests. D. To exercise or refrain from exercising any rights or privileges with

respect to any business interests held by the Trust, including, but not limited to, the power to vote
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in person or by proxy all business interests having voting privileges, and to become a party to any reorganization or other capital readjustment, refinancing, dissolution or liquidation. E. To cause any Trust assets to be registered in the Trustees name or in

the name of the Trustees nominee or nominees. F. To borrow money from any individual or entity, including any

corporate fiduciary, for any and all purposes the Trustee deems appropriate, including, but not limited to, acquiring additional investments, increasing the amount of the investment held by the Trustee, preserving Trust property, and granting loans to any business in which the Trust owns an interest. The trustee may pledge any or all Trust property as collateral or otherwise, secure such loans on the terms acceptable to the Trustee. Included among the powers granted herein shall be the power to borrow on margin. G. To sue, arbitrate, settle, set-off, forgive or otherwise discharge or

assert all claims, inclusive or taxes, which are either due to or from the Trust, in a manner and upon terms acceptable to the Trustee. H. To distribute any and all Trust property, either in cash or in kind.

The Trustee may make distributions of different kinds of property. Similar in kind distributions need not be made to all beneficiaries. The Trustee is not required to consider differences in tax bases in making in kind distributions. I. J. To partition and distribute any real estate to any beneficiary hereunder. To insure real and personal property, and to obtain insurance to

protect the Trust from any and all risks as the Trustee deems appropriate.

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K.

To subdivide, improve or develop any real property. To take any

action to maintain or improve real or personal property including, but not limited to, developing, repair, remodeling, razing or constructing buildings. L. To foreclose any mortgage and take title to the property or any part

thereof affected by such mortgage; to accept a conveyance of property in lieu of foreclosure; to collect the income from property, directly or through a third party; to protect property against foreclosure; to redeem property before or after foreclosure; and to protect property against nonpayment of taxes, assessments or other liens. M. To form any business entity (corporation, partnership, limited liability company, etc.), or join with any other person, or nominee or entity in the formation of any business entity; for such purposes and upon such terms and conditions as the Trustee shall deem advisable; to use Trust assets to pay for the Trusts ownership interest in any such business entity; and to contribute or lend any trust assets to the capital of business entity. N. To grant options and to execute option agreements with respect to the

sale or lease of Trust property. O. To engage any individuals or firms (such as attorneys, accountants,

investment advisors, architects, etc.) in connection with the administration of any Trust, upon terms and conditions deemed appropriate by the Trustee. The trustee shall be permitted to delegate ministerial function sand discretionary powers and authority unless prohibited by applicable law. Any compensation paid to such individuals or firms shall not reduce the commissions or other compensation payable to the Trustee.

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P.

To execute and deliver all documents necessary or advisable to

administer the Trusts hereunder. Q. To lend funds to or to purchase assets from the Grantors personal

representative or the personal representative of any other decent. R. To divide a Trust, before or after its initial funding, into two or more

separate Trusts, provide that such division will not materially impair the accomplishment of the Trusts purposes or the interests of any beneficiary. Distributions provided for by this Trust may be made from one or more of the separate Trusts. S. Generally to deal with and to exercise over the Trust property such

additional rights and powers as are lawfully exercised by persons owning similar property in their own right. ARTICLE 13: The trustee is authorized, in her discretion, to merge the assets of this

Trust with any other Trust created by the Grantor during her lifetime or under her lifetime or under her Will and containing substantially the same provisions with regard to beneficiaries as are set forth herein. In no event, however, shall the assets of this Trust be used or applied for the benefit of the Grantor, his creditors, his estate or the creditors of his estate, except as specifically authorized by the terms of this Trust Agreement. ARTICLE 14: With respect to the tax on generation-skipping transfers (the GST), set

forth in chapter 13 of the Code, the Grantor grants the following powers to the Trustee: A. The power to divide property being held hereunder with an inclusion ration, as defined in Code Section 2642 (a)(1), of neither one (1) nor zero (0) into two or more separate

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Trusts representing fractional shares of the property being divided, with one or more of said shares having inclusion ratio of zero (0) and the other share or shares having an inclusion ratio of one (1). B. If the Grantors Executors exercise the power to make the reverse election

for qualified terminable interest property under Code Section 2652 (a)(3) as to the Trust and allocation of the Grantors GST exemption is made to the Trust property, the Trustee may in her sole discretion set apart a fraction share of the Trust property in a separate trust to cause its inclusion ration to be zero (0). C. The power to divide property being held hereunder into separate trusts with

different transferors. D. The Trustee, other than any beneficiary, is authorize in her sole discretion

with respect to all or any part of the Trust principal, by an instrument filed with the Trust records (1) to create in a beneficiary, a general power of appointment within the meaning of Code Section 2041, including a power the exercise of which requires the consent of the Trustee other than a beneficiary, that may dispose of the property upon the beneficiarys death; (2) to eliminate such power for all or any part of such principal as to which such power was previously created; (3) to irrevocable release the right to create or eliminate such power; and (4) to divide the Trust principal into two fractional shares based upon the then portion of the Trust that would be includable in the gross estate of the beneficiary holding such power if he or she died immediately before such division (in which case the power shall be over the entire principal of one share and over no part of the other share) and each such share shall be administered as a separate Trust unless the Trustee, other than any beneficiary, shall in her sole discretion thereafter combine

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such separate Trust into a single Trust which she is hereby authorized to do. It is the Grantors hope, but he does not direct, that a general power will be created and kept in effect when the Trustee, other than any beneficiary, believes the inclusion of the property affected thereby in the beneficiarys gross estate may achieve a significant savings in transfer taxes by having an estate tax rather than a Chapter 13 tax imposed on property subject to the general power, which may also permit a greater use of the GST exemption under code Section 2631(a) of the beneficiary or beneficiarys spouse. ARTICLE 15: The Grantor hereby relieves the insurance companies which issued the

insurance policies described in the annexed Schedule A, and any other insurance company which issues any life insurance policies deposited with the Trustee hereafter and/or which become subject to the terms of this Trust Agreement, from any responsibility to see the execution performance of the terms and conditions of this Trust. ARTICLE 16: The Trustee shall not be required to procure or maintain any life

insurance policy on the Grantor or any other person. The Trustee shall also not be required to seek contributions toward required premium payments. ARTICLE 17: A. ____________ shall serve as Trustee, with all those powers and

subject to all of the terms and conditions set forth herin. If ____________ fails to qualify, or having qualified, dies, resigns or becomes incapacitated during the administration of this Trust or is otherwise unable to act as Trustee the Grantor appoints ____________ and _______________ or the survivor of them, to be co-Trustees, to serve in __________ place, with all those powers and subject to all of the terms and conditions herein set forth.

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B.

Notwithstanding anything herein contained to the contrary, no

Trustee shall participate in any decision regarding the discretionary distribution of income or principal to a child (or other beneficiary) to whom he or she may owe a legal obligation of support if any trustee is called upon to make such a decision, the co-Trustees or co-Trustee, or, if no co-Trustee, then the successor Trustee appointed hereunder, shall make such decisions. C. any jurisdiction. D. No Trustee shall be disqualified from serving as Trustee, or from No bond shall be required of the Trustee, or any successor Trustee, in

exercising any powers vested in him or her, because of any interest or connection he or she may have in or with any business (including, but not limited to, any position as an officer, director, partner, member or stockholder) in which this Trust holds an interest. E. The trustee shall keep records showing all receipts of principal and

income, disbursements, charges of commissions, and all investment activity available for inspection by Trust beneficiaries or their authorized representatives. These records shall be made available at all reasonable times. The Trustee, upon request, but not more than once a year shall render to the beneficiaries, or their authorized representatives, a full statement showing all receipts, charges of commissions, disbursements of income and principal, and investment activity, as well as the status of the Trust at the time of rendering such statement. The written approval of such statement by the then living adult beneficiaries shall be final and binding upon all who are then or may thereafter become entitled to any Trust assets as to all matters and transactions shown on the account. The trustee may submit an account to a court for settlement. F. Once a decision has been made by the Trustees, the signature of one

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Trustee will be sufficient to bind the Trust on any and all legal documents necessary to carry out the decision. G. The last surviving Trustee has the authority to appoint a successor

Trustee, to serve in his or her place, if he or she is unable to serve. This appointment may be made by the last surviving Trustee in his or her Last Will and Testament, admitted to probate, or in a document executed during his or her lifetime, acknowledged in the same manner as is required to record deeds of real property in the State of New York. H. __________ shall have the power to (i) remove any successor

Trustee; (ii) replace any successor Trustee with one or more successor Trustees; and/or (iii) add one or more successor Trustee, to serve concurrently with any other successor Trustee(s), or to serve sequentially, in the place of any other successor Trustee(s). Any such removal or appointment may be made by __________ in her Last Will and Testament, admitted to probate, or in a document executed during her lifetime, acknowledged in the same manner as is required to record deeds of real property in the state of New________. ARTICLE 18: All the powers, duties and discretion granted herein to the Trustee shall

apply to the original Trustee and her successors. ARTICLE 19: time. ARTICLE 20: The Trustee accepts the Trusts hereby created and agrees to carry out their terms and conditions. Any successor Trustee shall qualify by signing a written acknowledged agreement to assume the Trusts and to carry out their terms. Any Trustee or successor Trustee shall have the right to resign at any

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ARTICLE 21:

The Trustee shall not be liable for any losses resulting from any action

taken by her pursuant to the powers granted to the Trustee in this Agreement, so long as she acts in good faith. The Trust shall be liable only for her gross negligence, or for a breach of trust committed in bad faith. The Trustee shall not be liable for any other actions taken hereunder. ARTICLE 22: A. Rights of subscription of stock, notes or bonds, and the proceeds thereof, shall be treated as principal. Stock dividends, whether paid in the stock of the paying corporation, or the stock of some other corporation, and all dividends or other things of value, other than money, shall be treated as principal, irrespective of whether such dividends are paid from current or from accumulated earnings. All cash dividends shall be considered income, and the determination of the Trustee as to whether all or any part of a dividend may be liquidating shall be binding upon all persons interested hereunder. In any case where the applicable law is unclear, the Trustee shall allocate to income or to principal or may apportion between income and principal, receipts, disbursements, depletion and depreciation in such manner as she deems proper. B. It is the Grantors specific intent that any and all distributions from qualified pension or profit sharing plans, self-employed retirement plans or Individual Retirement Accounts shall be deemed to be principal for purposes of this Agreement, although distributions from said plans may be categorized as income for tax purposes. Only the income produced from these distributions will be considered income for purposes of this Agreement. ARTICLE 23: A. For purposes of this Article 23, the following definitions shall apply:

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1.

The Laps Amount shall equal the maximum amount over

which an individual may have a power of withdrawal without its lapse in such year being a release of such power under Section 251(e) of the Code. 2. The Annual Exclusion Amount shall equal the maximum

amount excludible from a donors taxable gifts for such year in respect of gifts made to any person under Section 2503(b) of the Code, adjusted as hereinafter provided, reduced by the total value of all prior Gifts made by the donor to or for the benefit of such person within the same calendar year. If the donor is married at the time of a contribution to the Trust, the Annual Exclusion Amount as to any person other than the donors spouse, shall be adjusted to take into consideration the maximum amount excludible from taxable gifts of the donors spouse for such year in respect of gifts made to any person under Section 2503(b) of the Code provided that the donors spouse consents to gift-splitting pursuant to Section 2513 of the code, reduced by prior Gifts made by the donors spouse to or for the benefit of such person within the same calendar year. 3. Gifts shall mean any transfers to an individual which qualify

as annual exclusion gifts pursuant to Section 2503(b) of the Code. B. 1. Each year _____________ shall have the power to withdraw

from Trust principal, property with a value not exceeding the lesser of (i) the value of property added to the Trust during such year, (ii) the Lapse Amount or (iii) the Annual Exclusion Amount. 2. If the value of the property added to the Trust in any year

shall exceed the amount withdrawable by ______________ pursuant to Article 23.B.1, each
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Child shall have the power to withdraw from Trust principal property not exceeding in value the lesser of (i) the amount of such excess divided by the number of children given a withdrawal power, or (ii) the Annual Exclusion Amount. 3. The value of the property added to the Trust in any year shall

exceed the amount withdrawble by __________ and the Children as provided in Articles 23.B.2, ________ shall have the power to withdraw from the principal of the Trust, property not exceeding in value the lesser of (i) the amount of such excess or (ii) the amount by which the Annual Exclusion Amount exceeds the Lapse Amount. 4. If the value of the property added to the Trust in any year

shall exceed the amount withdrawable by ______ and the Children, each of the Grantors issue, other than the children, shall have the power to withdraw from the principal of the Trust, property not exceeding in value the lesser f (i) the amount of such excess divided by the number of issue other than the Children given a power, or (ii) the Annual Exclusion Amount. 5. After an addition is made to the Trust, the Trustee shall notify

each person given a withdrawal power of the existence of the power. If such person is under a legal disability, notification shall be made to his or her legal guardian or, if none, to a parent if such person is a minor or to an individual whom the trustee deems appropriate. If a power holder shall be under a legal disability, the power may be exercised only by a legal guardian. 6. Prior to any contribution to the Trust, the Trustee may (i)

reduce or eliminate a power holders right of withdrawal over that contribution and/or any subsequent contribution by delivering an instrument in writing to such power holder, (ii) alter the provisions regarding notification of a power of withdrawal hereunder, or (iii) alter the terms on
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which any power of withdrawal lapses. The exercise of the powers pursuant to Articles 23.B.6 (ii) and 23.B.6 (iii) shall be by written instrument acknowledge and delivered to all of the power holders. The Trustee may renounce the power granted to her pursuant to this Article 23.B.6 by delivering an acknowledged written instrument to the power holders renouncing such power. 7. The powers of withdrawal created by this Article shall be

cumulative, provided that on December 31 of each year, the total amount which may be withdrawn by each power holder shall be reduced by the Lapse Amount, except to the extent the powers of withdrawal were attributable to additions made to the Trust on or after December 1st of said year and to such extent there shall be no reduction. C. For the purposes of this Article 23, the term property shall include

any life insurance policies owned by the Trustee and the term contribution or property added to the Trust shall include the amount of any life insurance premiums paid by the Grantor or the Grantors employer, attributable to policies insuring the Grantors life, and owned by the Trustee. These terms shall specifically not include the proceeds of any life insurance that are paid upon the death of the Grantor (which are to be governed by Article 7 of this Trust). If the Trust does not contain assets sufficient to permit a withdrawal of contributions made to pay life insurance premiums, the Grantor hereby agrees to transfer sufficient assets to the Trust to enable the powerholder to fully exercise his or her withdrawal right. In such cases, the Trustee shall notify the Grantor of the deficiency and the Grantor shall make such contribution upon receipt of notice from the Trustee of such powerholders exercise of his or her withdrawal right. ARTICLE 24: Each Trust to which shares of stock in an S corporation are transferred

shall qualify as a shareholder of an S corporation within the meaning of Code Section 1361, or

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any successor statute of like import. Accordingly, if a provision contained in this Trust would prevent any Trust from so qualifying (i) said provision shall not apply to said Trust, and (ii) any court having jurisdiction over this Trust shall mandate the reform of the terms and conditions of said Trust to accomplish the Grantors intention. I addition , if any of said Trusts shall provide for or separate shares to be held for individual beneficiaries, then each share shall be held as a separate Trust for an individual beneficiary. Furthermore, notwithstanding the specific provisions applicable to any of said Trusts, the Trustee shall pay of the net income of such Trust to the Trusts income beneficiary, at convenient intervals, but not less often than quarterannually. ARTICLE 25: If any beneficiary is a minor or incompetent, the Trustee may make

distributions of income principal to which such minor or incompetent beneficiary is entitled, directly to such beneficiary, to any person responsible for the care of custody of such beneficiary, or to the custodian for such beneficiary under the New York Uniform Transfers to Minors Act or a comparable statute of another jurisdiction. Alternatively, The Trustee may apply said distributions on behalf of such beneficiary. The Trustee shall not be required to monitor the application of such distributions. No guardian or other person to whom such distribution is made shall be required to furnish bond or other security. ARTICLE 26: If for any reason whatsoever, ___________ decides to and does in fact

make a qualified disclaimer pursuant to the Code, that interest or part of any interest so disclaimed shall be administered and distributed by the Trustee according to the terms and conditions of Article 7.C as if _______________ had predeceased the Grantor.

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ARTICLE 27:

For purposes of this Trust Agreement, a divorce judgment between

________ and the Grantor shall be deemed to be equivalent to ___________ death for purposes of terminating ________ rights as Trustee and beneficiary. ARTICLE 28: If all or any part of the Trusts assets are included in the Grantors gross

estate, as finally determined for Federal estate tax purposes, the Trustee shall pay to _________________ from such assets, the smallest amount required to reduce the Federal estate tax assessed against the Grantors estate to zero. In determining the amount to be distributed, the Trust shall take into consideration any and all other assets which may have passed to the Grantors spouse through the Grantors Will, by the operation of law, or otherwise, and which assets qualify for the marital deduction. In no event shall any property allocated to the marital deduction distribution to the Grantors spouse consist of any interest which cannot qualify for the marital deduction under federal estate tax law, or consist of any assets which are not includable in the Grantors estate for Federal estate tax purposes. The Trustee may satisfy the allocation and distribution to the Grantors spouse wholly in kind or in money, or partly in kind and partly in money. All property distributed, from time to time, in partial or full satisfaction of the funding of this marital deduction bequest, shall be valued, for purposes of satisfying said allocation and distribution, as of the date or dates of distribution. ARTICLE 29: The words Trustee and Trustees as used herein shall be construed to

mean Trustee, Trustees and survivors of them, and their successor or successors in office. The neuter gender shall be deemed to include the masculine or feminine and the singular shall include the plural wherever necessary or appropriate.

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ARTICLE 30:

The terms, validity and effect, of this Trust Agreement and the rights of

the beneficiaries and Trustee hereunder shall at times be construed and determined in accordance with the laws of the State of New York insofar as they can be applied. ARTICLE 31: This Trust Agreement may be executed in counterparts, and each

executed counterpart shall be considered as an original. One executed counterpart shall be delivered to each of the Parties hereto. This Agreement shall be effective immediately upon its execution. IN WITNESS WHEREOF, the Grantor and Trustee have hereunto set their hands and seals the day and year fist above written.

Signed, Sealed and Delivered In the Presence of:

_______________________________

____________________________ (L.S)

I hereby accept the foregoing Trust.

WITNESS:

________________________________

___________________________ (L.S.)

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STATE OF NEW YORK SS.: COUNTY OF NEW YORK BE IT REMEMBERED, that on this ________ day of ________________, 2013, before me, the subscriber, a ______________ of New _________________ , personally appeared _________________ who, I am satisfied, is the Grantor named in the foregoing instrument, and I having first made known to him the contents thereof, he did acknowledge that he executed the same as his act and deed, for the purposes and uses therein expressed.

STATE OF NEW YORK SS.: COUNTY OF NEW YORK BE IT REMEMBERED, that on this _______ day of ______________ , 2013, before me, the subscriber, a ____________________ of New ________________, personally appeared _________________ who, I am satisfied, is the Trustee named in the foregoing instrument, and I having first made know to her the contents thereof, she did acknowledge that she executed the same as her act and deed, for the purposes and uses therein expressed.

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SCHEDULE A LIFE INSURANCE POLIKCIES Company Policy No. Face Amount

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