designing and drafting revocable trusts … · designing and drafting revocable trusts . first run...

DESIGNING AND DRAFTING REVOCABLE TRUSTS First Run Broadcast: April 1, 2014 1:00 p.m. E.T./12:00 p.m. C.T./11:00 a.m. M.T./10:00 a.m. P.T. (60 minutes) Revocable trusts are among the most flexible and beneficial vehicles for estates of every size. In addition to their tax benefits, in many instances they allow property to be transferred outside of probate. They are also comparatively easy to administer. But they also come with complexity and traps. Distributions above certain low levels are taxable. Holding interests in family businesses, personal residences or life insurance policies each come with special challenges. Also, any failure to carefully coordinate revocable trust planning with settlors’ wills and larger estate plans can lead to a loss of all benefits. This program will provide you with a practical guide to designing and drafting revocable trusts, their relationship to “pour over” wills, discuss special issues related to family businesses, personal residences, life insurance policies, and cover distribution and tax traps.

• Designing and drafting revocable trusts • Drafting Funding/”pour over” and distribution clauses, and spendthrift protections • Distribution and tax traps – planning to avoid taxability commonplace distributions • Issues related to personal residences, family businesses, life insurance policies and

married settlors • Trustee issues – selection, duties, removal/replacement • Working with clients with mental competence issues • Coordinating wills estate plans with revocable trusts

Speaker: William Kalish is a partner in the Tampa office of Akerman Senterfitt, LLP. His practice focuses on advising individual clients and their families on their estate and trust plans, including wills, revocable trusts, irrevocable trusts, charitable trusts, private foundations, and limited partnerships. He also practices in probate administration, asset preservation, business succession planning for family-owned entities, and the division of business interests in the context of divorce. He is a Fellow of the American College of Trust and Estate Counsel, formerly served as chair of ABA Tax Section, and has served as an Adjunct Professor of Law at Stetson Law School teaching estate planning. Mr. Kalish received his B.A. from the University of Pittsburg and his J.D. with honors from George Washington University Law School.

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Planning & Drafting Revocable Trusts Teleseminar April 1, 2014 1:00PM – 2:00PM

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PROFESSIONAL EDUCATION BROADCAST NETWORK

Speaker Contact Information

DESIGNING AND DRAFTING REVOCABLE TRUSTS

William KalishAkerman Senterfitt, LLP – Tampa, Florida(o) (813) [email protected]

Revocable Trusts &Pour Over Wills:Core ConceptsWilliam Kalish, Esq.April 1, 2014

Akerman | 2

Your presenter:

William “Bill” Kalish

Direct: 813.209.5035

[email protected]

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Settlor/Grantor: The person who creates the trust;

The Trust Agreement itself and its assets,

Trustee: the person who controls the trust and its assets, and

Beneficiaries: those who are entitled to receive the benefits fromthe trust asset, (i.e., income and principal)

Some BasicsGenerally

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Not a required party

Can be used to implement Settlor’s wishes

Especially useful for post-mortem planning

The Trust Protector may:

Terminate the trust

Reduce or accelerate distributions to a beneficiary

Name additional beneficiaries

Remove beneficiaries

Remove or replace individuals and corporate trustee

Make changes to the trust to take advantages of tax laws

Change the situs of the trust for beneficial choice of law

The Trust Protector

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1) Business judgment, honesty and integrity

2) Ability/desire to exercise a high degree of care over trust property

3) Risk aversion (loss avoidance)

4) Legal capacity to contract (generally 18+ years of age)

5) Geographically close

6) Ability to manage / uphold Settlor’s goals (relative to the size of the assets)

7) If there is a business, then business acumen

8) Investment ability – Prudent Investor

9) Nonprofessional Trustee (family/business partner)which may minimize fees charged by professionaltrustees.

Trustee SelectionImportant Factors

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Simple: All trust income is distributed in the year it is earned.

Complex: Can accumulate income, distribute principal and makecharitable gifts.

Qualifies as a separate tax entity that deducts incomedistributed and pay tax on income retained.

Revocable: Settlor retains the right to revoke the trust

Irrevocable: A trust that is not revocable

Trust ClassificationGenerally

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When does a Rev Trust become Irrevocable?

The earlier of when:

the Settlor gives up the right to revoke or the Settlor’s death

It is possible to set triggering events such as incapacity

Irrevocability may trigger adverse gift tax implications

A taxable gift is made when a settlor parts with dominion and controlover property

Immediate gift taxation may be blocked by the reservation of atestamentary power of appointment over a remainder interest

Works even if the grantor becomes mentally incompetent sincethere is a legal presumption that capacity may be regained.

ConversionRevocable to Irrevocable Status

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Acts as a Will substitute that avoids estate administration

Delegate property management responsibility

May help facilitate Closely Held Business succession planning

Post death/disability continuity of management & income flow

Protects against personal asset management problems broughton by mental incapacity

if assets titled in own name, conservatorship/guardianship islikely required

Probate Avoidance: minimized delay and cost; increased privacy

Revocable TrustsWhy choose them?

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Reduce estate administration costs; may avoid out of state ancillaryprobate administration

Cost transparency

Sometimes reduces potential for election against/contest of will (i.e., lackof capacity, undue influence) when trust is in operation during Settlor’slifetime.

Dictate choice of law

Protect assets post-mortem for various beneficiaries with potentialcreditor issues or marital claims

Availability of generation skipping tax techniques

Revocable TrustsWhy choose them?

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When costs exceed benefits

May open door to creditors (e.g., assets held by the entireties)

When a trust strategy does not achieve asset management goals:

Example – State statutes regulating the corporate practice ofprofessionals (e.g., physicians, lawyers, etc.) may prevent any non-licensed professional (individual or entity) from owning an interest in aprofessional service corporation.

Tax Issues: IRC § 2032 alternate valuation entity; S Corporations Issues;and fiscal year end decisions

Lifetime Complexity

Transfers may raise property law, contract law, and insurance issues

May affect credit / lending opportunities

Inevitably missed assets (settlor doesn’t fund / contribute properly)

Revocable TrustsWhen NOT to choose them/downsides:

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Most states require token funding at the creation of the trust

“Dry” Trusts may be deemed void

Maintain records of a valid devise to avoid problems

Records of Funding – Key

Establishes the cost basis for income and gift tax purposes

Efficient fiduciary accounting

Option: Attach receipts list to trust document for all receipts of trust

Tangible Personal Property may be handled by Pour-Over Will or may beowned by the Trust if properly documented.

Intangible Personal Property (Bonds, Stocks, Bank Accounts)

Assignment Documents, Bank Instructions, & Trustee Certification

Beware of S-Corp Stock

FundingRevocable Trust

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Real Property

Florida recording: “Power and authority to protect, to conserve, to sell, tolease, to encumber, or otherwise to manage and dispose of the real propertydescribed in the recorded instrument.”

Homestead

Certain states require that homestead protected property be owned by anatural person

State Transfer Taxes

Documentary Stamp Taxes a/k/a Deed Taxes may result when funding occurs

FundingRevocable Trust

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Statutory limit on the duration of trust

Some states have eliminated RAP

A beneficiary’s interest in a trust must vestwithin the period allowed.

All members of a class must generally beascertainable immediately or within theperiod allowed for in the RAP.

A beneficiary must generally be bornwithin the period allowed for in the RAP

Duration: The Rule AgainstPerpetuities (RAP)

Mantra: “No interest is good unless it must vest, if at all, not later than thestatutory term of years (many states are 90 years) after the death of some life inbeing at the creation of the interest”

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Statutory Limit Distributions

Prohibit transfer/forfeiture of interest

Structure as support payments

“on behalf of” beneficiary

Creditor Protection (varies by state/case)

Variations:

No creditor protection

Creditor can reach non-necessityfunds / above threshold

Creditor cannot reach

SpendthriftRevocable Trust

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Federal: Income taxed directly to the grantor at grantor’s tax rate

No Gift Tax for establishing / funding the rev trust

Contra: Gift complete when the trust becomes irrevocable (at death)

Entire Trust Corpus included in Settlor’s Estate for federal estate taxpurposes)

Why? Because Settlor has not irrevocably disposed of any assets…

Tax ConsiderationsRevocable Trust

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See Handout 1: Chapter 28, Page 345

Two Settlors

Retaining Beneficial Ownership? Watch out for “accidental gifts”

State tax law issue

Caused when rights over spouse’s half

“Transmutation” of community property to separate property

Insurance purchased with community property

Division upon death and individual state’s marital deductions

Community PropertyRevocable Trust

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Community Property assets receives (2) beneficial tax treatments

On the death of either spouse, only one-half of the asset is includiblein the decedent’s estate

Due to the unlimited marital deduction, one half passes to thesurviving spouse as a non-taxable event

Both halves are deemed acquired from the decedent and receive anew basis equal to the federal estate tax value of the property. SeeIRC Sec. 1014(b)(6)

Beneficial when the asset has appreciated in value.

See Rev. Rul. 66-283, 1966-2 C.B. 297

Community PropertyRevocable Trust

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Generally, the decedent’s state of residence will notimpose inheritance tax on real property located outside the state.

The tax imposed by the foreign state will (likely) be less than the state ofresidence (fewer assets held in foreign jurisdiction)

If out-of-state realty transferred to a revocable trust is classified as“personalty,” the realty would become subject to inheritance tax in thestate of residence.

The law of the situs controls as to whether the real property has beenconverted to personalty.

Out-of-state RealtyCaution: Personalty Risk

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Trustee has the discretion to make distributions

Settlor should provide guidance for trustee

Discretionary Provision (Ascertainable Standard)

Beneficiary’s Health, Education, Maintenance, or Support (HEMS)

Support Provision: As much income or principal necessary to support

Sprinkle Provision: Permits the trustee to exercise discretion in varying the timingand the amounts of income and/or principal distributed to particular members of aclass of beneficiaries

Spray Provision: Generally applicable to trust income; directs the trustee to distributeincome among a class of beneficiaries.

Vertical Spray: Limited to certain beneficiary and his/her descendants

Horizontal Spray: Directs income across all generations of the designated class ofbeneficiaries (e.g., spouse, children, grandchildren, etc.)

Distribution ProvisionsRevocable Trust:

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Key Property Management Provisions: The Trust should:

Provide for income distribution to or for the grantor’s benefit

Authorize that trust assets may be distributed to others to implement /continue a gift program

Specify whether previous charity commitments should be satisfied

Consider delegation of management of Settlor’s business to designatedpersons.

Uniform Prudent Investor Act – Modern Portfolio Theory

Requires substantial diversification and inflation planning

Strategy benefits both current and future beneficiaries

May draft around: “Trustee is exempt from UPIA” to benefit currentbeneficiaries in the event that Settlor’s primary assets are in active businesses,rather than publically traded securities,

Asset ManagementRevocable Trust

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1) Assets may be paid directly and immediately to the named beneficiaries

2) The trust may be continued

a) Trustee would be individually responsible for payment of any estatetax if

i. assets have been transferred out of the trust; and

ii. assets are insufficient to pay the estate tax

b) To prevent this, Trustee can require reserve equal to taxes due ormay reasonably be due

3) The trust can serve as a receptacle for pour-over distributions

4) Assets may be consolidated into another trust

DispositionWhen a client dies

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Protection depends upon

State law; and

the provisions of the trust document

Has the Settlor reserved the right to alter/amend/revoke/terminate the trust?

if so, there is little to no creditor protection

General rule of thumb:

Greater Settlor flexibility = Higher Creditor exposure

CreditorsRevocable Trust

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Death benefits payable under a retirement plan which are not payable to theemployee’s estate are not subject to probate in some states like Florida.

Death benefits should not be made payable to the employee’s estate from both aprobate and a estate tax point of view.

Payments to a funded revocable trust create to avoid probate will qualify for thefederal estate tax exemption otherwise applicable, provided the trustee is notrequired to use the funds for the benefit of the decedents’ state (debts,expenses, and taxes)

However, it is permissible to give the trustee discretionary authority to loanmoney or to purchase assets from the probate estate.

This is one strategy to use liquid assets to pay debts without causing theexempt death benefits to be taxable. See Rev. Rul. 77-157, 1977-1 C.B. 279.

Estate PlanningWith Retirement Benefits

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Qualified Plans - IRC Sec. 410(a)

Qualified pension, profit sharing plans (e.g.,401(k), 403(b)), and Trad. IRA

Funded with pre-tax assets; assets grow tax-deferred

Account holders:

cannot withdraw before 59 w/o penalties;

must withdraw after 70 ½ (unless still in the workforce).

Withdrawals are calculated as “required minimum distributions” (RMDs)

Based on owner’s life expectancy factored into IRS actuarial tables

When the Account holder dies, retirement plan asset pass by beneficiarydesignation

Estate PlanningWith Retirement Benefits

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Strict Requirements:

Trust must be valid under state law

Trust is irrevocable or will by its terms become irrevocable at death

Beneficiaries can be identified; would have individually qualified as a designatedbeneficiary

Certain Documentation so provided to the trustee or custodian

26 CFR §1.401(a)(9)-4 A-5.

Why designate a Rev Trust as the beneficiary

May defer plan distribution over trust beneficiary’s lifetime (plan assets grow taxdeferred)

If Multiple beneficiaries – shortest life expectancy of all potential beneficiaries.

It is preferable to have each beneficiary be the sole beneficiary of a sub-trust

Qualified PlansDesignating the Revocable Trustas the Beneficiary

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Why designate a Rev Trust as the beneficiary

helps unify the administration of the estate.

defers distributions to beneficiaries who are unwilling/unable to handle largesums of money

helps facilitate estate and beneficiary tax planning

Drawbacks:

Spouse cannot elect to be treated as owner of (or roll over) plan proceeds

Failure to qualify – plan proceeds paid out over participant’s remaining life ifaged 70 ½ + or fifth year after death (if deceased prior to 70 ½ )


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Conduit Trusts

Avoids Qualified Plan Distribution Rules

Beneficiaries afforded designated beneficiary treatment.

Trustee does not hold power to accumulate or hold back IRA distributions.

Not ideal for individuals with creditor and/or social (e.g., drug/alcohol)issues, or individuals receiving public benefits

Account size is an issue – Beneficiary young child? Required minimumdistribution may necessitate conduit trust

Only type of trust guaranteed to be treated as a “see through”

Contrast – Accumulation Trust


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Roger W. Andersen, Understanding: Trusts and Estates (Matthew Bender &Company, Inc. 5th ed., 2013).

Debra Boje, Alex Espenkotter, Basic Estate Planning in Florida: Funding theLiving Trust (The Florida Bar 7th ed., 2012).

Colleen Carcone, Carolynn Tomin, Principles of Estate Planning (TheNational Underwriter Company, 2013).

Wayne M. Gazur, Robert M. Phillips, Estate Planning: Principles andProblems (Wolters Kluwer Law & Business 3d ed., 2012).

Stephan R. Leimberg, et. al., The Tools & Techniques of Estate Planning(The National Underwriter Company 13th ed., 2013).

Martin Neumann, Harold Weinstock, Planning an Estate (ThomsonReuters/West, 2012).

Bibliography

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MRS. CLIENT REVOCABLE TRUST

January 1, 20XX

Prepared byWilliam KalishAkerman LLP

401 East Jackson StreetSuite 1700

Tampa, Florida 33602813-223-7333

[email protected]

{28394667;1}MRS. CLIENT REVOCABLE TRUST


I, MRS. CLIENT, as Grantor, hereby create the Mrs. Client Revocable Trust ("theTrust") on January ___, 20XX. I am the trustee of this Trust and, in that capacity, I and mysuccessors are collectively referred to in this Trust as the "Trustee."

ARTICLE 1FAMILY

I am married to HUSBAND, who is referred to as "my husband" in this Trust. My husbandand I have one child, DAUGHTER. I have been previously married and have one child from thatmarriage, SON. References to "my children" mean my children named above, as well as anyother children of mine born or adopted after the execution of this Trust; references to "mydescendants" mean my children and their descendants.

ARTICLE 2TRANSFERS TO TRUST

I hereby hold as Trustee $10, which together with any assets later added to this Trust arereferred to as the "Trust Estate." Any person may transfer assets to the Trust Estate, if theTrustee agrees to accept them. Unless otherwise specified in writing at the time of the transfer,those assets will be held as provided in this Trust. The Trustee accepts the responsibility of theTrustee, acknowledges receipt of the current Trust assets, and agrees to hold the Trust Estate asset forth in this Trust.

ARTICLE 3RESERVED RIGHTS

I reserve the following personal rights with respect to the Trust during my lifetime:

To amend or revoke this Trust;

To remove a Trustee and to designate a new Trustee;

To withdraw assets, whether income or principal, from the Trust Estate;

To require changes in the investments of the Trust Estate, but investmentsmade by me are not subject to review by the Trustee unless my personalrights are suspended under Section 3.2;

To direct the Trustee to perform any act of administration, whether or notcontrary to the terms of the Trust; and

To direct the Trustee to make distributions during my lifetime to anyperson named by me.

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3.1 By Whom Exercisable. Except as provided below, all rights described abovemay be exercised only by me personally, from time to time, subject to the following: allexercises of these powers must be evidenced by a written instrument I signed, the existence ofwhich has been communicated to the Trustee, and any amendment of the Trust that contains"testamentary aspects" as defined in Section 736.0403 of the Florida Statutes or a revocation ofthe Trust must be executed with the formalities of a Will in Florida. These powers, and anyother powers conferred by law on a trust grantor, may not be exercised by any guardian who maybe appointed for me, except as indicated below. An attorney-in-fact to whom I have specificallygiven the power to amend this Trust in a written instrument executed after October 1, 2011, maymodify this Trust to the extent provided in that instrument. In any case, my legal guardian orattorney-in-fact may amend (but not revoke) this Trust to the extent necessary to preserve a taxdeduction, exemption, or credit consistent with my beneficial intentions as stated in this Trust.The Trustee is to be held harmless and indemnified from any liability for any of its actions oromissions made in reliance on my actions or instructions under this article.

3.2 Suspension of Rights. My personal rights under this article will be suspendedimmediately if I become disabled. For these purposes, my disability is determined as follows:

(a) Court Decision. If I am determined to be incapacitated by a court havingjurisdiction, my personal rights reserved in this article will be suspended until my legal capacityis restored.

(b) Private Decision. In the absence of a judicial determination, if myhusband, a majority of my children, and the next successor Trustee reasonably believe that I amsuffering from any mental or physical incapacity that would affect my judgment concerningmanagement of the Trust, and if they obtain written confirmation of that opinion from myphysician, they may give me written notice to that effect. Upon delivery to me of that writtennotice, my personal rights reserved in this article will be suspended immediately and the namedsuccessor Trustee will serve until my legal capacity is determined by a court or until the personsentitled to give such written notice rescind it.

(c) Other Facts. My personal powers will be suspended if the personsdescribed in Section 3.2(b) give written notice to the Trustee (or the successor Trustee, ifapplicable) that they have received credible and timely evidence that I have disappeared, amunaccountably absent, or am being detained under duress so that I am unable to look after myfinancial interests.

(d) HIPAA. For purposes of this Section 3.2, I appoint each of the personsnamed above as my personal representative under 45 CFR § 164.502(g), a portion of theregulations implementing the Health Insurance Portability and Accountability Act of 1996, asamended ("HIPAA"), to demand, obtain, review, and release to others medical records or otherdocuments protected by the patient-physician privilege, attorney-client privilege, or any similarprivilege, including all records subject to, and protected by, HIPAA.

3.3 Homestead Rights. Despite any other provision of this Trust, I reserve the rightto reside on any real property owned by the Trust during my lifetime. I will be entitled to claimany available homestead tax exemption for any real property in the Trust, and, for purposes of

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that exemption, my interest in such property will be deemed an interest in real property and notan interest in personal property. This provision does not restrict the Trustee from selling,leasing, or encumbering that property without my joinder in any deed or other instrument.

ARTICLE 4PAYMENTS DURING MY LIFETIME

The Trustee shall pay to me or apply for my benefit (without obligation to any guardianwho may be appointed for me) any income and principal that the Trustee in its discretion deemsnecessary or advisable for my best interests. The Trustee in its discretion also may makepayments to one or more trusts in which I am a beneficiary, or may create a separate trust for mybenefit. If my personal rights are suspended as provided in Article 3, the Trustee also shall payto my husband and descendants or apply for their benefit any income and principal that theTrustee in its discretion deems necessary or advisable for their health, education, support, andmaintenance, either individually or collectively. The Trustee is authorized to provide for thefinest available support and health care for me and my family, even if this leaves no assets of theTrust remaining for other beneficiaries. It is my desire that my husband and I not be maintainedin a nursing home if reasonably possible and, in furtherance of this desire, the Trustee isspecifically authorized to use assets of the Trust Estate as necessary to provide for my and myhusband's care at home, including payments for nursing care and the purchase of any equipmentor facilities required for this purpose.

ARTICLE 5DISTRIBUTIONS AFTER MY DEATH

Upon my death and after making provision for the payments under Article 19, the Trusteeshall distribute the remaining Trust Estate as follows:

5.1 Gifts Under Will. If my Will makes a gift of a specific asset that is held in thisTrust when I die, and if this Trust does not make a specific gift of that asset, the Trustee shalldistribute that asset to the beneficiary named in my Will. If my Will gives my residuary probateestate to this Trust, and if my probate estate is insufficient to satisfy any other preresiduary giftunder my Will, the Trustee shall satisfy the balance of that gift from the Trust.

5.2 If Husband Survives. If my husband survives me, the Trustee shall make thefollowing distributions:

(a) Marital Gift. The Trustee shall set aside, as a separate trust (the "MaritalTrust"), the smallest pecuniary amount necessary to eliminate or reduce to the lowest possiblesum the federal estate tax liability of my estate. This amount will be calculated by taking intoaccount my applicable exclusion amount and all other tax credits, deductions, and otherpreferences allowed to my estate, based on the assumption that an election is made to qualify allof the property in the Marital Trust for the marital deduction. The amount of this gift, however,is not conditioned upon such an election being made, and will not be readjusted because of adisclaimer by my husband. Values finally determined for federal estate tax purposes are to beused in determining the amount of the Marital Trust. The Trustee shall administer the MaritalTrust as provided in Article 6.

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(b) Residuary Estate: Family Trust. The Trustee shall hold all remainingassets of the Trust Estate as a separate trust (the "Family Trust"). The Trustee shall administerall property of the Family Trust as provided in Article 7.

5.3 If Husband Does Not Survive. If my husband does not survive me, the Trusteeshall distribute all the remaining Trust Estate as provided in Section 7.2.

ARTICLE 6ADMINISTRATION OF MARITAL TRUST

The Trustee shall hold, administer, and distribute the Marital Trust in accordance with thepowers granted under this Trust as follows:

6.1 Distribution of Income. My husband will have the continuing right to withdrawat any time during each year all or any part of the income of the Marital Trust. Any incomeearned during a calendar year that has not been withdrawn by my husband may be withdrawn byhim at any time thereafter.

6.2 Distribution of Principal. During any period in which my husband is unmarried,the Trustee may pay to my husband or apply for his benefit any principal that the Trustee in itsdiscretion deems necessary or advisable for his health, education, support, and maintenance.

6.3 Distribution of Remaining Assets. After my husband's death and after makingprovision for the payment of estate taxes on the Marital Trust, the Trustee shall distribute allremaining trust assets as provided in Section 7.2, subject to Article 9.

ARTICLE 7ADMINISTRATION OF FAMILY TRUST

The Trustee shall hold, administer, and distribute the Family Trust in accordance with thepowers granted under this Trust as follows:

7.1 During Husband's Lifetime. During my husband's lifetime, the Trustee shallmake the following distributions.

(a) Payments to Husband. The Trustee shall pay to or apply for the benefitof my husband all income of the Family Trust in quarterly or other convenient installments. Inaddition, the Trustee may pay to my husband or apply for his benefit any principal of this trustthat the Trustee in its discretion deems necessary or advisable for his health, education, support,and maintenance. Despite the foregoing, the Trustee may make no distributions of principalfrom the Family Trust to my husband until the assets of the Marital Trust have been fullydistributed, unless compelling circumstances require otherwise. Furthermore, all distributions tomy husband will be suspended during any period in which he is married.

(b) Payments to Family. In addition to payments to or for the benefit of myhusband during his life, and after being reasonably assured that he has sufficient means for hiscontinued support in his accustomed manner of living, the Trustee in its discretion also may pay

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any principal that it deems advisable or necessary for the health, education, support, andmaintenance of my children.

(c) Use of Residence by Husband. If any residence formerly owned by meis held in the Family Trust, my husband will have the exclusive use and benefit of that residenceduring his lifetime, or until the Trustee determines that the residence is no longer needed for suchpurposes. No rent or other costs are to be charged to my husband, and the Trustee shall pay allexpenses for maintaining the residence, including mortgage payments, property taxes,assessments, insurance, maintenance, and repairs. Unless my husband is disabled, the Trusteemay not sell the residence without his consent. If the residence is sold, the Trustee may purchaseor build a suitable replacement residence, to which this paragraph then will apply.

7.2 At Death of Survivor. Upon the death of my husband, the Trustee shall divideall remaining assets of the Family Trust into separate shares for my then living descendants, perstirpes. The Trustee shall hold each beneficiary's share as a separate trust under Article 8. If Ihave no descendants living at the time for termination of the Family Trust, the Trustee shalldistribute the remaining assets of the Family Trust as provided in Article 10.

ARTICLE 8TRUSTS FOR DESCENDANTS

The Trustee shall hold, administer, and distribute any trust created for a descendant ofmine as follows:

8.1 Discretionary Distributions. The Trustee may pay to a beneficiary or apply forhis or her benefit any income and principal from that beneficiary's separate trust that the Trusteein its discretion deems necessary or advisable for that beneficiary's health, education, support,and maintenance.

8.2 Income Payments. When the beneficiary for whom a separate trust wasestablished reaches age 25, the current income of that trust is to be distributed thereafter to thebeneficiary or applied for his or her benefit quarterly or more frequently.

8.3 Payments to Family. After being reasonably assured that the beneficiary hassufficient means for his or her continued support, the Trustee also may pay any principal that theTrustee in its discretion deems necessary or advisable for the health, education, support, andmaintenance of the beneficiary's descendants.

8.4 Withdrawal Fund. When the beneficiary reaches age 25, or when thebeneficiary's trust is established if he or she has already reached that age, the Trustee shalltransfer to a separate trust fund (the "Withdrawal Fund") one-third of the remaining principal ofthat beneficiary's trust. When the beneficiary reaches age 30, the Trustee shall transfer to theWithdrawal Fund one-half of the remaining principal of that trust, or two-thirds of the principalof the trust when the beneficiary's trust is established if he or she has already reached that age.When the beneficiary has reached age 35, the Trustee shall transfer all of the trust assets held intrust for that beneficiary to the Withdrawal Fund.

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8.5 Administration of Withdrawal Fund. The Trustee shall administer abeneficiary's Withdrawal Fund as provided in Section 8.1. The beneficiary may withdraw all orany part of his or her Withdrawal Fund at any time while living by signing and delivering writteninstructions to the Trustee.

8.6 General Power of Appointment. Upon the death of the beneficiary for whomthe trust was established, the Trustee shall distribute all remaining assets of the Withdrawal Fund(including in further trusts) as that beneficiary directs by exercise of this testamentary generalpower of appointment.

8.7 Distribution Without Appointment. Upon the death of the beneficiary, theTrustee shall divide the trust assets not effectively appointed into shares for that beneficiary'sdescendants, per stirpes; or if there are none, for the then living descendants, per stirpes, of thatbeneficiary's closest ancestor in degree who is also a descendant of mine; or if there are none, formy then living descendants, per stirpes. The Trustee shall hold the shares for those descendantsas separate trusts as provided in this article. If any assets are then being held in trust for thatdescendant, the assets passing to that descendant under this paragraph are to be added to the trustheld for that descendant. If any trust has terminated, its share of those assets will be distributedto the persons who would then have been the beneficiaries of that trust had it not terminated.

8.8 Alternative Distribution. If none of the beneficiaries under the precedingprovisions survive to receive full distribution of the Trust Estate, the Trustee shall distribute allremaining assets as provided in Article 10.

ARTICLE 9STANDBY TRUST

If any assets are distributable under this Trust to a person who has not then reached age25, or who in the judgment of the Trustee is under a disability, the Trustee will hold that person'sshare in trust for his or her benefit. In determining a person's disability, the Trustee may relyconclusively upon the opinion of a medical doctor retained by it to make such a determination.The Trustee may pay to that person or apply for his or her benefit any income and principal ofthis separate trust that the Trustee in its discretion deems necessary or advisable for the person'shealth, education, support, and maintenance. When the person reaches age 25 or when thatperson's disability, in the judgment of the Trustee, ceases to exist, the Trustee shall distribute theremaining assets of this separate trust to that person. If that person dies before completedistribution of this separate trust, the remaining trust assets are to be distributed, subject to thisarticle:

(a) to that person's then living descendants, per stirpes; or if none,

(b) to the then living descendants, per stirpes, of that person's closest ancestor indegree who is also a descendant of mine; or if none,

(c) to my then living descendants, per stirpes; or if none,

(d) as provided in Article 10.

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Notwithstanding the above, if my estate is required to file a federal estate tax return, any assetsheld for my husband under this article will be paid to his estate at his death. This article is to beeffective only and is limited in duration to the extent that it does not result in any violation of anyapplicable rule against perpetuities or similar law.

ARTICLE 10ALTERNATIVE DISTRIBUTION

If any property is subject to this article under another provision of this Trust, the Trusteeshall distribute that property to my heirs at law, determined at that time as if I had diedunmarried and intestate under Florida law then in effect, subject to Article 9.

ARTICLE 11SUCCESSOR TRUSTEE

After my death or disability, I appoint my husband as the successor Trustee of all trustscreated by this Trust. If he fails or ceases to serve, I appoint my sister, MELISSA A. SISTER, toserve as successor Trustee, but if she also fails or ceases to serve, I appoint my sister, STACY L.SISTER.

ARTICLE 12PROVISIONS GOVERNING TRUSTEES

The following provisions apply to all Trustees appointed under this Trust, including mewhile I serve as Trustee:

12.1 Incapacity of Trustee. If my personal rights are suspended as provided inArticle 3, I will cease to serve as Trustee while those rights are suspended.

(a) Disability. If any other Trustee becomes disabled (as defined in thisTrust), he or she will immediately cease to act as Trustee.

(b) Suspension. For purposes of this Section 12.1, if a Trustee fails to sign arelease of relevant medical information necessary to determine his or her capacity, that Trusteewill be suspended 30 days after the request for such a release is delivered to him or her by thenamed successor Trustee, or if none, by the persons then entitled to appoint a successor Trustee.

(c) Reinstatement. If a Trustee who ceases to serve because of a disability,or who is suspended as provided above, thereafter recovers from that disability or consents to therelease of relevant medical information, he or she may elect to become a Trustee again by givingwritten notice to the then serving Trustee, and the last Trustee who undertook to serve will thencease to be a Trustee until another successor Trustee is required.

12.2 Resignation. Any Trustee may resign by giving 30 days' written notice deliveredpersonally or by mail to any then serving Co-Trustee and to me if I am then living and notdisabled; otherwise to the next named successor Trustee, or if none, to the persons having powerto appoint successor Trustees.

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12.3 Power to Name Other Trustees. Whenever a successor Trustee is required andthat position is not filled under the terms specified in this Trust, the following persons, in theorder of priority listed, shall appoint one or more successor Trustees (which may include any ofthe persons making the appointment), and may appoint at any time one or more Co-Trustees toserve with a Trustee.

(a) A majority of those of my husband and my children who are living and notdisabled; otherwise

(b) A majority in interest of the permissible current income beneficiaries,including the natural or legal guardians of any beneficiaries who are then disabled.

The appointment will be by a written document (including a testamentary instrument) deliveredto the appointed Trustee and to me, but if I am deceased or disabled, to all other personsspecified in this Section 12.3.

12.4 Removal of Trustees. I reserve the right to remove any Trustee by giving writtennotice to that Trustee. After my death, or if my personal rights are suspended as provided inArticle 3, the right to remove Trustees may be exercised as follows:

(a) Who May Remove. The following persons, in the order of priority listed,may exercise the right to remove a Trustee as provided in this paragraph.

(1) My husband and a majority of those of my children who are living andnot disabled; otherwise

(2) A majority in interest of the permissible current income beneficiaries,including the natural or legal guardians of any beneficiaries who are then disabled.

(b) Removal for Cause. The persons listed in Section 12.4(a) may removeall Trustees for cause, as defined in Section 28.1(c) below. The removal of an individual Trusteeunder this paragraph will be effective immediately upon delivery to him or her of the writtenagreement for removal signed by all of the persons whose consent is required.

(c) Acceptance Required. If there are no successor Trustees named in thisTrust who are eligible and willing to serve, a removal notice must name a successor Trustee, anda qualified successor Trustee must accept appointment within the period of the removal notice.

(d) Exceptions. Despite the foregoing, no person proposed to be removed asTrustee may participate in exercising this removal power, and no person to whom distributionshave been suspended under Article 17 may participate in exercising this removal power duringthat suspension and for two years after that suspension is no longer in effect. Any such personswill not be counted in determining the required votes for removal.

12.5 Powers of Successor Trustees. Successor Trustees will have all powers grantedto the original Trustee. Unless a Co-Trustee continues to serve, a Trustee ceasing to serve forany reason has the duties and powers necessary to protect the Trust Estate until it is delivered toa successor Trustee.

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12.6 Accountings. Unless waived, accountings must be given to QualifiedBeneficiaries at least annually (quarterly if a Corporate Trustee is serving), as provided inSections 736.0813 and 736.08135 of the Florida Statutes. The written approval by a beneficiary(individually or by representation) of an accounting will be final and binding upon thatbeneficiary and all persons represented by him or her as to all matters disclosed in thataccounting. In any event, if a beneficiary (or his or her representative) fails to object to anaccounting within six months of receiving it, that beneficiary's approval is conclusivelypresumed. A successor Trustee may require the prior Trustee to render a full and finalaccounting. The Trustee shall provide all other information required under Section 736.0813 ofthe Florida Statutes, unless waived as permitted in that section, and the limitations onproceedings against the Trustee as specified in Section 736.1008 of the Florida Statutes willapply, despite any other provision of this section.

12.7 Acts by Other Fiduciaries. The Trustee shall take reasonable steps to compel aformer Trustee or other person to deliver trust property to the Trustee, but otherwise is notrequired to question any acts or failures to act of the fiduciary of any other trust or estate, andwill not be liable for any prior fiduciary's acts or failures to act. The Trustee can require abeneficiary who requests an examination of another fiduciary's actions or omissions to advanceall costs and fees incurred in the examination, and if the beneficiary does not, the Trustee mayelect not to proceed or may proceed and offset those costs and fees directly against any paymentthat would otherwise be made to that beneficiary.

12.8 Compensation. Each Trustee is entitled to be paid reasonable compensation forservices rendered in the administration of the Trust. Reasonable compensation for a CorporateTrustee will be its published fee schedule in effect when its services are rendered unlessotherwise agreed in writing, and except as follows. Any fees paid to a Corporate Trustee formaking principal distributions, for termination of the trust, and upon termination of its servicesmust be based solely on the value of its services rendered, not on the value of the trust principal.During my lifetime the Trustee's fees are to be charged wholly against income (to the extentsufficient), unless directed otherwise by me in writing.

12.9 Indemnity. Any Trustee who ceases to serve for any reason will be entitled toreceive (and the continuing Trustee shall make suitable arrangements to provide) reasonableindemnification and security to protect and hold that Trustee harmless from any damage orliability of any nature that may be imposed upon it because of its actions or omissions whileserving as Trustee. This protection, however, does not extend to a Trustee's negligent actions oromissions that clearly and demonstrably result in damage or liability. A prior Trustee mayenforce these provisions against the current Trustee or against any assets held in the Trust, or ifthe prior Trustee is an individual, against any beneficiary to the extent of distributions receivedby that beneficiary. This indemnification right will extend to the estate, personal representatives,legal successors, and assigns of a Trustee.

12.10 Multiple Trustees. If there are two or more Trustees serving at any time, thefollowing will apply:

(a) Authority. If only two Trustees are serving, any power or discretion ofthe Trustees may be exercised only by their joint agreement. If more than two Trustees are

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serving, and unless unanimous agreement is specifically required by the terms of this Trust, anypower or discretion of the Trustees may be exercised only by a majority. Despite the foregoing,if a Co-Trustee is unavailable to perform duties because of absence, illness, disqualificationunder other law, or other temporary incapacity, and prompt action is necessary to achieve thepurposes of the Trust or to avoid injury to the Trust property, the remaining Co-Trustee if onlyone, or a majority of the remaining Co-Trustees if more than one, may act for the Trust.

(b) Delegation. The Trustees may delegate to any one or more of themselvesthe authority to act on behalf of all the Trustees and to exercise any power held by the Trustees.Trustees who consent to the delegation of authority to other Trustees will be liable for theconsequences of the actions of those other Trustees as if the consenting Trustees had joined theother Trustees in performing those actions.

(c) Dissents. A dissenting Trustee who did not consent to the delegation ofauthority to another Trustee and who has not joined in the exercise of a power or discretioncannot be held liable for the consequences of the exercise. A dissenting Trustee who joins onlyat the direction of the majority will not be liable for the consequences of the exercise if thedissent is expressed in writing delivered to any of the other Trustees before the exercise of thatpower or discretion.

ARTICLE 13FUNDING AND QUALIFICATION OF MARITAL TRUST

The following provisions will apply with respect to the administration of the MaritalTrust:

13.1 Qualifying Assets. Only assets that can qualify for the marital deduction are tobe used in funding the Marital Trust.

13.2 Preference of Funding. If other assets are available to fund the Marital Trust,the Trustee should (but is not required to) use those assets first before any of the followingassets:

Property for which a tax credit is allowable for estate tax purposes;

Property that constitutes income in respect of a decedent;

Any life insurance policy insuring my husband;

Appreciated property received from my husband within one year beforemy death; or

Shares of stock that qualify for redemption under IRC §303.

13.3 Tentative and Final Allocations to Marital Trust. The Trustee may tentativelyallocate assets to the Marital Trust. The Trustee shall make final adjustments as necessary whenmy estate tax liability is finally determined.

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13.4 Allocation of Assets. The Trustee may allocate assets to the Marital Trust in cashor in kind. If assets other than cash are used, the Trustee shall use assets having an aggregate fairmarket value at the date or dates of distribution equal to the amount of the marital gift as finallydetermined for federal estate tax purposes.

13.5 Investment of Trust Assets. My husband may require the Trustee to invest theMarital Trust so that it is productive as a whole, as contemplated by the Treasury Regulations,despite any other provisions of this Trust.

13.6 Partial Election. If an election is made to qualify only a portion of the MaritalTrust for the marital deduction, the Trustee shall divide that trust on a fractional basis accordingto its fair market value on the date of division, so that the qualifying and nonqualifying portionswill be held as separate trusts. Unless compelling circumstances require otherwise, alldistributions of principal are to be made first from the trust that is elected to qualify for themarital deduction, and after that trust is exhausted, from the trust that is not elected to qualify forthe marital deduction.

13.7 Payment of Estate Taxes. If any portion of the Marital Trust is included in myhusband's gross estate for federal estate tax purposes, unless my husband specifically directs tothe contrary in his Last Will, the Trustee shall pay from that portion the amount certified by myhusband's Personal Representative that is equal to the pro rata share of state and federal estatetaxes (including penalties and interest) attributable to the inclusion of that portion in myhusband's estate (as provided in IRC §2207). The Trustee may pay those taxes directly or to thePersonal Representative of my husband's estate, and the Trustee is to be held harmless from anyliability for making payments in reliance on that certification.

13.8 Retirement Plans. If the Trustee of the Marital Trust is named as the beneficiaryof any retirement plan, or if the Trustee allocates the benefits of any such plan to the MaritalTrust, the Trustee must administer those benefits subject to the following rules:

(a) Definition. For purposes of this paragraph, "retirement plan" means myinterest in any pension, profit-sharing, or a similar plan, or in any individual retirement accountor similar arrangement, as described in IRC §§401(a), 408, or 408A.

(b) Required Distributions. The Trustee must direct the retirement plancustodian, trustee, or administrator to make annual distributions to the Trustee of an amountequal to the greater of (i) the minimum required distribution under the Internal Revenue Code,and (ii) the amount of income of the retirement plan for that year that my husband, in a signedwritten instrument delivered to the Trustee, directs the Trustee to withdraw from the retirementplan.

(c) Allocation of Distributions. For trust accounting purposes, the Trusteemust allocate to income from payments received in any calendar year an amount equal to theincome earned by the retirement plan in that year, and any excess must be allocated to principal.Expenses attributable to principal distributions from the retirement plan are to be allocated toprincipal.

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(d) Default Beneficiary. If my husband survives me and the Trustee isnamed as the beneficiary of any retirement plan without reference to a specific trust, and if thosebenefits could be allocated to a trust whose beneficiaries would not be treated as "designatedbeneficiaries," the Marital Trust will be the beneficiary of that retirement plan.

ARTICLE 14ELECTION FOR PORTABILITY

I intend that all of my unused Applicable Exemption Amount be available for use by myhusband's estate as provided in IRC §2010(c) by virtue of the Deceased Spousal UnusedExclusion Amount election (the "DSUEA Election"). Therefore, if my husband survives me, Idirect my Personal Representative to take all steps required to make the DSUEA Election in myestate, including, if necessary, the preparation and timely filing of an estate tax return for myestate (including extensions), even if a return is not otherwise required (and, in that case,reference in this article to "Personal Representative" will mean that Trustee). The following willapply to the making of the DSUEA Election.

14.1 Notice. My Personal Representative will provide timely written notice to myhusband of the opportunity for making of a DSUEA Election. Notice will be timely given ifreceived by my husband within 3 months of the due date (including extensions) of an estate taxreturn for my estate, or if none is due, within 6 months after my death.

14.2 Waiver. My husband or his legal representative may waive the making of theDSUEA Election in a writing delivered to the Personal Representative within 30 days after thenotice period described in Section 14.1 above.

14.3 Confidentiality. My Personal Representative will use its best efforts to preservethe confidentiality of all information during the process of making the DSUEA Election, and Iauthorize the release of such information, including to my husband, in the discretion of myPersonal Representative.

14.4 Expenses. The costs of preparing and filing the documents necessary to make theDSUEA Election are to be charged as an administrative expense of my estate.

ARTICLE 15SURVIVAL PROVISIONS

If my husband and I die under circumstances in which there is insufficient evidence todetermine the order of our deaths, I will be deemed to have survived my husband for purposes ofthis Trust. If any beneficiary (other than my husband) is required to survive me or anotherperson to receive a distribution, and if the beneficiary does not survive me or that other person by90 days, the beneficiary will be treated as if he or she died before me or that other person.

ARTICLE 16PROTECTION OF INTERESTS

The interest of any beneficiary under this Trust, in both income or principal, may not beanticipated, alienated, or in any other manner assigned by the beneficiary and will not be subject

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to any legal process, bankruptcy proceedings, or the interference or control of the beneficiary'screditors or others.

ARTICLE 17SUBSTANCE ABUSE

If the Trustee reasonably believes that a beneficiary of any trust:

routinely or frequently uses or consumes any illegal substance so as to bephysically or psychologically dependent upon that substance, or

is clinically dependent upon the use or consumption of alcohol or anyother legal drug or chemical substance that is not prescribed by a boardcertified medical doctor or psychiatrist in a current program of treatmentsupervised by such doctor or psychiatrist,

and if the Trustee reasonably believes that as a result the beneficiary is unable to care for himselfor herself, or is unable to manage his or her financial affairs, all mandatory distributions(including distributions upon termination of the trust) to the beneficiary, all of the beneficiary'swithdrawal rights, and all of the beneficiary's rights to participate in decisions concerning theremoval and appointment of Trustees will be suspended. In that event, the following provisionswill apply:

17.1 Testing. The Trustee may request the beneficiary to submit to one or moreexaminations (including laboratory tests of bodily fluids) determined to be appropriate by aboard certified medical doctor and to consent to full disclosure to the Trustee of the results of allsuch examinations, as well as of all opinions and suggested treatments by the beneficiary'streating physician, on an ongoing basis. The Trustee shall maintain strict confidentiality of thoseresults and shall not disclose those results to any person other than the beneficiary without theprior written permission of the beneficiary. The Trustee may totally or partially suspend alldistributions otherwise required or permitted to be made to that beneficiary until the beneficiaryconsents to the examination and disclosure to the Trustee.

17.2 Treatment. If, in the opinion of the examining doctor, the examination indicatescurrent or recent use of a drug or substance as described above, the examining doctor willdetermine an appropriate method of treatment for the beneficiary (for example, counseling ortreatment on an in-patient basis in a rehabilitation facility) that is acceptable to the Trustee. Ifthe beneficiary consents to the treatment, the Trustee shall pay the costs of treatment directly tothe provider of those services from the distributions suspended under this article.

17.3 Resumption of Distributions. The Trustee may resume other distributions to thebeneficiary (and the beneficiary's other suspended rights will be restored) when, in the case ofuse or consumption of an illegal substance, examinations indicate no such use for 12 months and,in all cases, when the Trustee in its discretion determines that the beneficiary is able to care forhimself or herself and is able to manage his or her financial affairs.

17.4 Disposition of Suspended Amounts. When other distributions to the beneficiaryare resumed, the remaining balance, if any, of distributions that were suspended may be

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distributed to the beneficiary at that time. If the beneficiary dies before distribution of thosesuspended amounts, the Trustee shall distribute the balance of the suspended amounts to thepersons who would be the alternate takers of that beneficiary's share (or takers through theexercise of a power of appointment) as otherwise provided in this Trust.

17.5 Exoneration. No Trustee (nor any doctor retained by the Trustee) will beresponsible or liable to anyone for a beneficiary's actions or welfare. The Trustee has no duty toinquire whether a beneficiary uses drugs or other substances as described in this article. TheTrustee (and any doctor retained by the Trustee) is to be indemnified from the Trust Estate andheld harmless from any liability of any nature in exercising its judgment and authority under thisarticle, including any failure to request a beneficiary to submit to medical examination, andincluding a decision to distribute suspended amounts to a beneficiary.

17.6 Tax Savings Provision. Despite the provisions of this article, the Trustee cannotsuspend any mandatory distributions or withdrawal rights that are required for that trust tobecome or remain a Qualified Subchapter S Trust (unless the Trustee elects for the trust to be anElecting Small Business Trust), or to qualify for any federal transfer tax exemption, deduction,or exclusion allowable with respect to that trust.

ARTICLE 18GENERATION-SKIPPING TAX PROVISIONS

If GST exemption is to be allocated to any separate trust and the allocation would causethat trust to have an inclusion ratio greater than zero, then before the allocation is made, theTrustee is authorized to divide the trust into two separate trusts representing fractional shares ofthe assets being divided, so that the GST exemption can be allocated to give one such separatetrust an inclusion ratio of zero (an "exempt trust") and the other separate trust an inclusion ratioof one (a "nonexempt trust"). Except as may otherwise be specifically provided in this Trust, theseparate trusts will be governed by the same provisions that would apply if the trust had not beendivided.

18.1 Protection of Exempt Status. No assets are to be added to a trust that wouldchange the inclusion ratio of that trust to a number greater than zero. Instead, the Trustee shallhold those assets as a separate trust under the terms and conditions specified in this Trust, butwith a separate inclusion ratio. If a trust has already been divided into exempt and nonexempttrusts, and assets are added to the trust that are either wholly exempt or wholly nonexempt, theassets to be received are to be added to the separate trust of the same character, or if none, heldas a separate trust retaining their exempt or nonexempt status.

18.2 Operation of Separate Trusts. If a trust is divided into separate trusts, theTrustee may make different decisions with respect to the separate trusts concerning tax elections,the exercise of the Trustee's discretionary powers and authority (including decisions whether tomake discretionary distributions), investment decisions, and any other actions consistent withtreatment as separate trusts, except that, as between an exempt trust and a nonexempt trust, theTrustee shall pay all taxes, expenses, and other charges allocable to those trusts first from thenonexempt trust and, only after that trust is exhausted, from the exempt trust.

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18.3 Appropriate Interest. If GST exemption is allocated to a residuary gift and apecuniary gift is not entitled to income or interest under state law, the Trustee must allocate tothat pecuniary gift a pro rata share of the income of the Trust Estate between my date of deathand the date of payment, unless that pecuniary gift is paid in full (or irrevocably segregated andheld in a separate account pending distribution) within 15 months after my death.

ARTICLE 19PAYMENTS OF EXPENSES AND TAXES

The Trustee is authorized in its discretion to use the principal and income of the Trust asit deems necessary or advisable for the payment of any legally enforceable obligations, costs ofmy last illness and funeral, and any estate transmission and management expenses incurred in theadministration of my estate and this Trust. The Trustee shall pay, directly or to my PersonalRepresentative, all estate or inheritance taxes in the order and manner prescribed by law. Inpaying these obligations, expenses, and taxes, the following will apply:

19.1 Method of Payment. The Trustee may rely on a certification by my PersonalRepresentative as to the amount of those expenses and taxes. The Trustee may make paymentdirectly or to my Personal Representative, as my Personal Representative requests. The Trusteewill be held harmless from any liability in making payments as so directed.

19.2 Allocation of Death Benefits. If any life insurance proceeds or other deathbenefits of any kind included in my gross estate for federal estate tax purposes become payableto the Trustee, those proceeds are to be allocated between the Marital Trust and the Family Trustaccording to the formula in Article 5, and to be made available for the payment of expenses ofadministration and taxes. These proceeds may not be used for payment of claims against myestate. The Trustee shall allocate these proceeds, and shall pay from them any expenses ofadministration and taxes, as directed in writing by my Personal Representative.

19.3 Excluded Property. If any funds become available to the trustees of any trust,including without limit, life insurance, qualified employee benefit plans, individual retirementaccounts, or other property from sources specified in IRC §2039, and those funds are nototherwise included in my gross estate for federal estate tax purposes, then none of those fundsmay be used to pay, directly or indirectly, any debts, taxes, or expenses of mine or my estate.

19.4 Exempt Assets. Notwithstanding anything herein to the contrary, if any fundsbecome available to the trustees of any trust hereunder, including without limit, any lifeinsurance, annuities, 401(k) plans, qualified employee benefit plans, individual retirementaccounts, or from any other property that is exempt from creditors under the FloridaConstitution, Chapter 222 of the Florida Statutes, 11 U.S.C. § 522, or other applicable law, thennone of those exempt funds may be used to pay, directly or indirectly, any debts or expenses ofmine or my estate.

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ARTICLE 20FIDUCIARY POWERS

I grant to the Trustee full power to deal freely with any property in the Trust. TheTrustee may exercise these powers independently and without the approval of any court. Noperson dealing with the Trustee need inquire into the propriety of any of its actions or into theapplication of any funds or assets. The Trustee however, shall exercise all powers in a fiduciarycapacity in good faith, as a prudent person would using reasonable care, skill, and caution, forthe best interest of the beneficiaries of any trust created in this Trust. Without limiting thegenerality of the foregoing, the Trustee is given the following discretionary powers in addition toany other powers conferred by law:

20.1 Type of Assets. Except as otherwise provided to the contrary, to hold fundsuninvested for such periods as the Trustee deems prudent, and to invest in any assets the Trusteedeems advisable even though they are not technically recognized or specifically listed in so-called "legal lists," without responsibility for depreciation or loss on account of thoseinvestments, or because those investments are non-productive, as long as the Trustee acts in goodfaith.

20.2 Original Assets. Except as otherwise provided to the contrary, to collect andretain the original assets it receives for as long as it deems best, and to dispose of those assetswhen it deems advisable, even though such assets, because of their character or lack ofdiversification, would otherwise be considered improper investments for the Trustee.

20.3 Tangible Personal Property. To receive and hold tangible personal property; topay or refrain from paying storage and insurance charges for such property; and to permit anybeneficiaries to use such property without either the Trustee or beneficiaries incurring anyliability for wear, tear, and obsolescence of the property.

20.4 Financial Accounts. To deposit trust money in one or more accounts inregulated financial service institutions, including but not limited to banks, savings institutions,and brokerage houses, and to draw checks, drafts, or other forms of withdrawal, includingelectronic transfers, from those accounts.

20.5 Specific Securities. To invest in assets, securities, or interests in securities of anynature, whether obtained in domestic or foreign markets, including (without limit) preciousmetals, and currencies; to invest in mutual or investment funds, including funds for which theTrustee or any affiliate performs services for additional fees, whether as manager, custodian,transfer agent, investment advisor or otherwise, or in securities distributed, underwritten, orissued by the Trustee, its affiliates, or syndicates of which it is a member and I specificallyauthorize the Trustee to invest in the instruments described in Section 736.0802(5) of the FloridaStatutes (including assets other than qualified investment instruments) without notice to orconsent from any beneficiary; to trade on credit or margin accounts (whether secured orunsecured); and to pledge assets of the Trust Estate for that purpose.

20.6 Property Transactions. To buy, sell, pledge, exchange, or lease any real orpersonal property, publicly or privately, for cash or credit, without court approval and upon the

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terms and conditions that the Trustee deems advisable; to execute deeds, leases, contracts, billsof sale, notes, mortgages, security instruments, and other written instruments; to grant, acquire,or exercise options; to abandon or dispose of any real or personal property in the Trust which haslittle or no monetary or useful value, after notifying the beneficiaries or their legalrepresentatives; to improve, repair, insure, subdivide and vacate any property; to erect, alter ordemolish buildings; to adjust boundaries; and to impose easements, including conservationeasements, restrictions, and covenants as the Trustee sees fit. An instrument described in thissection will be valid and binding for its full term even if it extends beyond the full duration of theTrust.

20.7 Borrow Money. To borrow money from any source (including the Trustee in itsnonfiduciary capacity), to guarantee indebtedness, and to secure the loan or guaranty bymortgage or other security interest.

20.8 Maintain Assets. To expend whatever funds it deems proper for thepreservation, maintenance, or improvement of assets. The Trustee in its discretion may elect anyoptions or settlements or exercise any rights under all insurance policies that it holds. However,no fiduciary who is the insured of any insurance policy held in the Trust may exercise any rightsor have any incidents of ownership with respect to the policy, including the power to change thebeneficiary, to surrender or cancel the policy, to assign the policy, to revoke any assignment, topledge the policy for a loan, or to obtain from the insurer a loan against the surrender value of thepolicy. All such power is to be exercised solely by the remaining Trustee, if any, or if none, by aspecial fiduciary appointed for that purpose by a court having jurisdiction.

20.9 Digital Assets and Access. To access and control all of my assets held in digitalor virtual form (such as music, pictures, account credits, virtual money, etc.); to access myfinancial accounts protected by web-based logins and passwords; to have access to my web-based accounts with service providers such as email, memberships in organizations orcommercial enterprises, and social media, all of which require a user name and password foraccess; and to direct all persons or entities handling such data to deal with him or her, even to theextent of compelling the provider to reset my information to data of my Trustee's choosing.

20.10 Communications. To access communications sent to or intended for me, or sentby me, whether by mail, email, electronic transmission, telephone, or other means.

20.11 Insurance. To obtain property, casualty, liability or any other insurance for theTrust, including insurance for the Trustee and its agents against damage or liability arising fromadministration of the Trust.

20.12 Advisors. To employ and compensate attorneys, accountants, advisors, financialconsultants, managers, agents, and assistants (including any individual or entity who providesinvestment advisory or management services, or who furnishes professional assistance in makinginvestments for the Trust) without liability for any act of those persons, if they are selected andretained with reasonable care. Fees may be paid from the Trust Estate even if the services wererendered in connection with ancillary proceedings. The Trustee may serve in any of thesecapacities and be compensated separately for its services in each.

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20.13 Indirect Distributions. To make distributions, whether of principal or income, toany person under age 21 or to any person the Trustee reasonably believes is incapacitatedaccording to the terms of this Trust by (i) making distributions directly to that person whether ornot that person has a guardian; to the parent, guardian, or spouse of that person; to a custodialaccount established by the Trustee or others for that person under an applicable Uniform Gift toMinors Act or Uniform Transfers to Minors Act; to any adult who resides in the same householdwith that person or who is otherwise responsible for the care and well-being of that person; (ii)managing the amount as a separate fund on that person's behalf, subject to his or her continuingright to withdraw that amount; or (iii) applying any distribution for the benefit of that person inany manner the Trustee deems proper. The receipt of the person to whom payment is made willconstitute full discharge of the Trustee with respect to that payment.

20.14 Non-Pro Rata Distribution. To make any division or distribution in money or inkind, or both, without allocating the same kind of property to all shares or distributees, andwithout regard to the income tax basis of the property. Any division will be binding andconclusive on all parties.

20.15 Nominee. Except as prohibited by law, to hold any assets in the name of anominee without disclosing the fiduciary relationship; to hold the property unregistered, withoutaffecting its liability; and to hold securities endorsed in blank, in street certificates, at adepository trust company, or in a book entry system.

20.16 Custodian. To employ a custodian or agent ("the Custodian") located anywherewithin the United States, at the discretion of the Trustee but at the expense of the Trust, whetheror not such Custodian is an affiliate of the Trustee or any person rendering services to the Trust;to register securities in the name of the Custodian or a nominee thereof without designation offiduciary capacity; and to appoint the Custodian to perform such other ministerial functions asthe Trustee may direct. While such securities are in the custody of the Custodian, the Trusteewill be under no obligation to inspect or verify such securities nor will the Trustee be responsiblefor any loss by the Custodian.

20.17 Administer Claims. To contest, compromise, arbitrate, or otherwise adjustclaims in favor of or against the Trust, including paying those claims in full; to agree to anyrescission or modification of any contract or agreement; and to refrain from instituting any suitor action unless indemnified for reasonable costs and expenses.

20.18 Corporate Rights. To vote and exercise any option, right, or privilege topurchase or to convert bonds, notes, stock (including shares or fractional shares of stock of anyCorporate Trustee), securities, or other property; to borrow money for the purpose of exercisingany such option, right, or privilege; to delegate those rights to an agent; to enter into voting trustsand other agreements or subscriptions; to participate in any type of liquidation or reorganizationof any enterprise; and to write and sell covered call options, puts, calls, straddles, or othermethods of buying or selling securities, as well as all related transactions.

20.19 Business Interests. To hold interests in sole proprietorships, general or limitedpartnerships, joint ventures, business trusts, land trusts, limited liability companies, and otherdomestic and foreign forms of organizations; and to exercise all rights in connection with such

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interests as the Trustee deems appropriate, including any powers applicable to a non-admittedtransferee of any such interest.

20.20 Self-Dealing. To exercise all its powers even though it may also be actingindividually or on behalf of any other person or entity interested in the same matters. TheTrustee, however, shall exercise these powers at all times in a fiduciary capacity, primarily in theinterest of the beneficiaries of the Trust. Despite any other provision of this Trust, no Trusteemay participate in the decision to make a discretionary distribution that would discharge a legalsupport obligation of that Trustee. No Trustee who has made a disclaimer, either individually oras a Trustee, may exercise any discretion in determining the recipient of the disclaimed property,except pursuant to an ascertainable standard. All power to make such unlimited distributions, orto determine recipients of disclaimed property, will be exercised solely by the remainingTrustees, if any, or if there are no other Trustees then serving, by the person or persons named toserve as the next successor Trustee, or if there are none, by a special Trustee appointed for thatpurpose by a court having jurisdiction.

20.21 Elections. If no Personal Representative is serving for my estate, and to theextent permitted by law, to perform in a fiduciary capacity any act and make any and alldecisions or elections under state law or the Internal Revenue Code on behalf of me or my estate,including but not limited to, joining in the filing of income and gift tax returns with my husband,claiming the whole or any part of the expenses of administration as income tax deductions formy estate or this Trust, electing the marital deduction in whole or in part, making allocations ofmy exemption from the federal generation-skipping transfer tax, adopting alternate values forestate tax purposes, and selecting taxable years and dates of distribution. The Trustee isspecifically excused from making equitable adjustments among beneficiaries because of anyelection.

20.22 Qualified Property. To manage any qualified real property or qualified family-owned business interests so as to avoid imposition of the additional estate tax under IRC§§2032A or 2057, and to furnish security for the payment of any additional estate taxes imposedunder those sections.

20.23 Expenses. To pay all expenses of administration for the Trust Estate, includingall taxes, assessments, compensation of the Trustee and its employees and agents, andreimbursements for expenses advanced (with interest as appropriate). An Independent Trusteemay determine how expenses of administration and receipts are to be apportioned betweenprincipal and income.

20.24 Terminate Small Trusts. After my death, to exercise its discretion, withoutcourt approval, to refrain from funding or to terminate any trust whenever the value of theprincipal of that trust would be or is (i) less than $75,000 or (ii) too small to administereconomically, and to distribute the remaining principal and all accumulated income of the trustto include the types of distributions described in Section 20.13 to the beneficiaries then entitledto receive income in proportion to their shares of that income (or on a per capita basis if theirshares are not fixed) in a manner consistent with the purposes of the Trust. The Trustee shallexercise this power to terminate in its discretion as it deems prudent for the best interest of thequalified beneficiaries at that time. This power cannot be exercised by my husband or any

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beneficiary, either alone or in conjunction with any other Trustee, but must be exercised solelyby the other Trustee, or if none, by a special Trustee appointed for that purpose by a court havingjurisdiction.

20.25 Allocations to Income and Principal. To treat premiums and discounts onbonds and other obligations for the payment of money in accordance with either generallyaccepted accounting principles or tax accounting principles and, except as otherwise provided tothe contrary, to hold nonproductive assets without allocating any principal to income, despite anylaws or rules to the contrary. The Trustee in its discretion may exercise the power described inSection 738.104 of the Florida Statutes to adjust between principal and income, as appropriate,including the allocation of some or all of the net capital gain to the beneficiaries as if it werefiduciary accounting income. If the Trustee is prohibited from exercising or releases the power toadjust under that section, the Trustee may convert any income interest into a unitrust interest, ora unitrust interest to an income interest, as it sees fit, all as provided in Section 738.1041 of theFlorida Statutes.

20.26 Use of Income. Except as otherwise provided in this Trust, and in addition to allother available sources, to exercise its discretion in the use of income from the assets of the Trustto satisfy the liabilities described in this Trust, without accountability to any beneficiary.

20.27 Sever or Join Trusts. To sever any trust on a fractional basis into two or moreseparate trusts, and to segregate by allocation to a separate account or trust a specific amountfrom, a portion of, or a specific asset included in any trust. The Trustee may consolidate two ormore trusts (including trusts created by different transferors) having substantially the samebeneficial terms and conditions into a single trust. The Trustee may take into considerationdifferences in federal tax attributes and other pertinent factors in administering any separateaccount or trust, in making applicable tax elections, and in making distributions. A trust createdby severance or consolidation will be treated as a separate trust for all purposes from the date onwhich the severance or consolidation is effective (which may be before the exercise of thispower), and will be held on the same beneficial terms and conditions as those before theseverance or consolidation. Income earned on a consolidated or severed amount, portion, orspecific asset after the consolidation or severance is effective will pass with that amount, portion,or specific asset.

20.28 Consolidated Funds. Unless inconsistent with other provisions of this Trust, tohold two or more trusts or other funds in one or more consolidated funds, in which the separatetrusts or funds have undivided interests, except that an accounting must be rendered to each trustshowing its undivided interests in those funds.

20.29 Valuations. In making distributions or allocations under the terms of this Trust tobe valued as of a particular date, to use asset valuations obtained for a date reasonably close tothat particular date (such as a quarterly closing date before or after that date) if, in the Trustee'sjudgment, obtaining appraisals or other determinations of value on that date would result inunnecessary expense, and if in the Trustee's judgment, the fair market value as determined issubstantially the same as on that actual date. This paragraph will not apply if valuation on aspecific date is required to preserve a qualification for a tax benefit, including any deduction,credit, or most favorable allocation of an exemption.

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20.30 Incorporation. To incorporate any business or venture, and to continue anyunincorporated business that the Trustee determines to be not advisable to incorporate.

20.31 Delegation. To delegate periodically among themselves the authority to performany act of administration of any trust.

20.32 Loans; Advances. To make loans to anyone under commercially reasonableterms, and to make cash advances or loans to beneficiaries, with or without security. TheTrustee may retain a lien on future distributions to a beneficiary to repay those loans.

20.33 Election of Benefits. To select a mode of payment under any employee benefitor retirement plan, annuity, or life insurance payable to the trustee, exercise rights under suchplan, annuity, or insurance, including exercise of the right to indemnification for expenses andagainst liabilities, and take appropriate action to collect the proceeds.

20.34 Investment Manager. To employ any investment management service, financialinstitution, or similar organization to advise the Trustee and to handle all investments of theTrust and to render all accountings of funds held on its behalf under custodial, agency, or otheragreements. If the Trustee is an individual, these costs may be paid as an expense ofadministration in addition to fees and commissions.

20.35 Depreciation. To deduct from all receipts attributable to depreciable property areasonable allowance for depreciation, computed in accordance with generally acceptedaccounting principles consistently applied.

20.36 Disclaim Assets or Powers. To disclaim any assets otherwise passing or anyfiduciary powers pertaining to any trust created hereunder, by execution of an instrument ofdisclaimer meeting the requirements of applicable law generally imposed upon individualsexecuting disclaimers. No notice to or consent of any beneficiary, other interested person, or anycourt is required for any such disclaimer, and the Trustee is to be held harmless for any decisionto make or not make such a disclaimer.

20.37 Related Parties. To enter into any transaction on behalf of the Trust despite thefact that another party to that transaction may be: (i) a business or trust controlled by the Trustee,or of which the Trustee, or any director, officer, or employee of the Corporate Trustee, is also adirector, officer, or employee; (ii) an affiliate or business associate of any beneficiary or theTrustee; or (iii) a beneficiary or Trustee under this Trust acting individually, or any relative ofsuch a party.

20.38 Additional Powers for Income-Producing Real Estate. In addition to the otherpowers set forth above or otherwise conferred by law, the Trustee has the following powers withrespect to any income-producing real property which is or may become a part of the Trust Estate:

To retain and operate the property for as long as it deems advisable;

To control, direct, and manage the property, determining the manner andextent of its active participation in these operations, and to delegate all orany part of its supervisory power to other persons that it selects;

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To hire and discharge employees, fix their compensation, and define theirduties;

To invest funds in other land holdings and to use those funds for allimprovements, operations, or other similar purposes;

Except as otherwise provided with respect to mandatory incomedistributions, to retain any amount of the net earnings for working capitaland other purposes that it deems advisable in conformity with sound andefficient management; and

To purchase and sell machinery, equipment, and supplies of all kinds asneeded for the operation and maintenance of the land holdings.

20.39 Winding Up. On termination of a trust, to exercise the powers appropriate towind up the administration of that trust and distribute the remaining assets to the persons entitledto them, and to retain a reasonable reserve for the payment of debts, expenses, and taxes.

ARTICLE 21ENVIRONMENTAL PROVISIONS

The following rules govern administration of the Trust with respect to assets that couldcause the Trustee to incur liability for environmental contamination or hazardous wastes.

21.1 Vesting of Title. Title to the following types of assets will not vest in anyTrustee (including a successor Trustee when it begins to serve) until the Trustee executes awritten instrument accepting title to those assets:

Real property or any interest of any nature in real property (includingmortgages secured by real property), and

Any interest in a partnership, limited liability company, or closely heldcorporation which owns real property or an interest in real property and inwhich the Trustee would have the ability to vote or otherwise participatein the management and control of the entity's operations.

If the Trustee refuses to accept title to an asset that has never been part of this Trust, title to thatasset will revert to the transferor or pass to such other persons (other than the Trustee) as may beprovided by applicable law. If a successor Trustee refuses to accept title to such an assetaccepted by the prior Trustee, the prior Trustee (or his or her Personal Representative) willcontinue to hold title to and administer that asset until it is distributed, sold, or otherwisedisposed of, or until other relief is granted by a court having jurisdiction over the Trust. Until itaccepts title to such an asset, the Trustee will have no fiduciary duty with respect to that asset.

21.2 Audits. The Trustee may require environmental audits acceptable to it to bemade at any time at the expense of the Trust.

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21.3 Liability. The Trustee will not be liable to any beneficiary for any claims againstor losses incurred by the Trust because of compliance with laws regulating environmentalcontamination or hazardous wastes, including reporting or abating contamination, cleaning upproperty, incurring expenses in connection with administrative or judicial proceedings, andestablishing reserves for such payments, even if amounts expended exceed the value of theproperty. The Trustee may require indemnities or other arrangements satisfactory to it that willprotect and hold it harmless from liability that might be incurred for environmentalcontamination or hazardous substances.

21.4 Other Laws. These provisions are in addition to other remedial powers andrights given to fiduciaries under applicable law.

ARTICLE 22SPECIAL BUSINESS PROVISIONS

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

22.1 Subchapter S Stock. Despite any other provisions of this Trust, if a trust createdin this instrument is to become the owner of, or already owns, stock in a corporation that has anelection in effect (or one that proposes to make an election) under IRC §1362 (an "SCorporation"), and that trust would not otherwise be permitted to be an S Corporationshareholder, the Trustee in its discretion may cause the trust to become an "Electing SmallBusiness Trust," as that term is defined in IRC §1361, by making such elections as are required.

22.2 Management and Sale of Business Interests. I anticipate that a great percentageof the Trust Estate will consist of an interest in various closely held corporations, partnerships,and limited liability companies (all collectively referred to as the "Business Entities," whetherone or more). If the disposition of these Business Entities has not otherwise been provided for atmy death, then, in addition to any other authority granted by this Trust, the following will apply:

(a) Operation and Sale. The Trustee shall use its discretion in participatingin the operation of the Business Entities and in selling the interest in the Business Entities. TheTrustee is specifically authorized to sell an interest in the Business Entities to any partner,officer, or employee of the business, to any individual Trustee, or to any beneficiary of thisTrust.

(b) Partnerships. In addition to the powers described above, the Trustee isdirected to determine whether the effecting of any measures with respect to any partnershipinterests would be of benefit to the beneficiaries of the Trust or of my estate. If it is determinedthat one or more measures should be effected, the Trustee shall take such actions as are requiredto effect these measures. The measures that may be effected include, but are not limited to:

the continuation of the Trust as a partner in any of the partnerships;

the distribution of selected property by the partnerships to the Trust or itsbeneficiaries;

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the acquisition of any additional ownership interest in the partnerships;

the liquidation of any interest in the partnerships;

the filing by the partnerships of a timely election under either IRC §§754or 732(d) to adjust the basis of partnership property.

(c) Supplemental Powers. In addition to the powers previously given andthe powers enumerated in Article 20, I give the Trustee the following additional powers withregard to any transactions relating to the Business Entities:

(1) Employment of Personnel. To hire and discharge officers andemployees for the Business Entities, fix their compensation, and define their duties, including theright to employ any beneficiary (or individual Trustee) in any capacity.

(2) Investment in Business. To invest other trust funds in theBusiness Entities; to pledge other assets of the Trust as security for loans made to the BusinessEntities; and to loan funds from the Trust to the Business Entities.

(3) Sale or Purchase of Offerings. To participate as seller orpurchaser in public or private offerings for the sale of any securities or partnership interests inthe Business Entities; to enter into any related agreements containing representations, warranties,and indemnity provisions; and to incur liabilities in connection with these transactions.

(4) Change of Business Form or Scope. To convert any corporationinto a partnership, sole proprietorship, or limited liability company, and to diminish, enlarge, orchange the scope or nature of any business.

(5) Business as Separate Entity; Accountings. To treat the BusinessEntities as an entity separate from the Trust. In its accountings, the Trustee may report theearnings and condition of the Business Entities in accordance with standard business accountingpractices.

(6) Retention of Earnings. To retain in the business such netearnings for working capital and other purposes as the Trustee deems advisable.

(7) Additional Fees. To receive additional compensation for its extraefforts and expertise relating to the Business Entities. Such compensation may be paid as adirector's or manager's fee or as a guaranteed payment, all of which will be remitted to theTrustee, or may be charged directly as a management consultation fee by the Trustee.

(d) Standards of Risk and Trustee's Liability. I am aware that certain risksare inherent in the operation of any business and expect that the Trustee will be required to makedecisions using a "reasonable business risk" standard in keeping with the "prudent investor" rule.Therefore, I direct that the Trustee will not be held liable for any loss resulting from the retentionand operation of any business unless such loss results directly from its bad faith or willfulmisconduct. In determining liability for losses, it should be considered that the Trustee isengaging in a speculative enterprise at my express request.

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ARTICLE 23INSURANCE PROVISIONS

Any insurance policies acquired by or payable to the Trustee as an asset of this Trust areto be administered as follows:

23.1 Payment of Premiums. The Trustee may pay from the income and principal ofthe Trust any premiums or assessments upon any insurance policies that it holds under the termsof this instrument.

23.2 Collection of Policy Proceeds. Upon the death of an insured, the Trustee shallprocess all claims for payment of death benefits payable to the Trustee. If payment of any policyis contested, however, the Trustee will not be obligated to begin legal proceedings for collectionunless it is indemnified to its satisfaction for all costs, including attorney's fees. The Trusteemay repay any person, including itself, from the Trust for any advances or expenses incurred inattempting to collect death benefits on such policies.

23.3 Trustee Protection. The Trustee will have no liability or responsibility for anyloss resulting from the failure of any insurance company and its inability to pay a claim underany insurance policy acquired by the Trustee. The Trustee will be under no obligation to investany cash value accumulated in any life insurance policy owned by the Trust, regardless of theinvestment yield on such value within the policy as compared to the net investment yield whichcould be obtained outside the policy. The Trustee will not be liable or accountable to anyone forthe exercise or nonexercise of any rights, benefits, options, or privileges under any policy held inthis Trust, including the option to borrow against the cash values to obtain a higher investmentyield outside the policy. In addition, Section 736.0902, Florida Statutes (and any successorprovision providing for an exception to the prudent investor rules with respect to life insurancepolicies) applies to all contracts of life insurance held or acquired by the Trust.

23.4 Responsibilities of Insurance Companies. No insurance company will beresponsible for the application of any insurance proceeds by the Trustee. Payment to the Trusteeof the benefits due with respect to any insurance policy held as part of the Trust will completelydischarge the insurance company from any further liability under that policy.

ARTICLE 24SAVINGS CLAUSES

24.1 Perpetuities Provision. Despite any contrary provisions of this Trust, from thedate of my death and for up to the longest fixed period allowed by the Florida Rule AgainstPerpetuities thereafter a trust beneficiary (which includes persons succeeding to the interest of adeceased beneficiary) will be entitled to terminating distributions only at the ages and in themanner specified in this Trust. In all events, however, the share of each beneficiary will vest (inthe beneficiary or his or her estate) immediately prior to the expiration of the period describedabove.

24.2 Marital Savings Clause. In conferring discretion in this Trust to make electionsunder state law or the Internal Revenue Code, I intend that the Trustee produce the greatest taxbenefit for my and my husband's combined estates (whether or not my husband is then living)

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and our beneficiaries, considering both income tax and transfer tax consequences to our estatesand beneficiaries, but regardless of the effect such an election might have on any gift made underthis Trust. I authorize the Trustee to elect to treat all, part, or none of the Marital Trust asproperty qualifying for the marital deduction, based on the criteria stated above. Withoutlimiting the Trustee's discretion to make these elections, I intend that my estate be entitled toclaim the optimum available marital deduction for federal estate tax purposes, as may be electedby my Personal Representative, if my husband survives me. All provisions of this Trust are to beinterpreted and limited accordingly.

24.3 Withdrawal Power for Marital Property. Despite the provisions of Article 3, ifmy personal rights over this Trust have been suspended as provided in that article, and transfersare made to the Trust that would qualify for a federal estate or gift tax marital deduction but forthat suspension, my power of withdrawal will remain in effect as to those transferred assets.

24.4 Productive Property. If any trust is otherwise eligible to qualify for the federalor any state marital deduction, or as an elective share trust under Section 732.2025 of the FloridaStatutes but would not qualify because my husband does not have the right to require the Trusteeto make the trust property productive or to convert it to income producing property, I specificallygive my husband that right.

ARTICLE 25QUALIFIED PLAN PROCEEDS

If any funds from qualified employee benefit plans, individual retirement accounts, orother property from sources specified in Section 2039 of the Internal Revenue Code (collectivelyreferred to as the "Accounts") become available to the Trustee of any trust created under thisTrust, the provisions of this article will apply to these trusts and the Accounts paid to them.

25.1 Conduit Trust. Unless a contrary intent appears in the appropriate beneficiarydesignation form, if any trust to which any Accounts are payable is held primarily for myhusband or a child or remote descendant of mine, I direct that trust be administered as a "ConduitTrust" for that person, as permitted under applicable IRS guidance. To this end, the Trustee ofthat beneficiary's trust must distribute to that beneficiary, immediately upon receipt, all amountspaid to that trust from the Accounts, net of expenses directly attributable to that trust or Account,even if that distribution is in excess of the trust's fiduciary accounting income. Although I preferthat the assets in the Accounts remain intact for the longest period allowed by law so as to permitthe beneficiary to receive them under the minimum distribution rules, the Trustee may withdrawadditional assets from the Accounts as needed for the beneficiary's support, as may be specifiedin the beneficiary's trust, provided those assets are then distributed to, or used for the benefit of,that beneficiary.

25.2 Restrictions on Accounts. No portion of the Accounts payable to a trust may beused, paid, or appointed in such a way as to disqualify the trust beneficiaries as designatedbeneficiaries. By way of example and not in limitation:

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(a) No portion of the Accounts may be used to pay, directly or indirectly, anydebts or expenses of mine or of my estate, including any share of estate taxes payable from thisTrust or chargeable to my estate.

(b) No portion of the Accounts may be used to satisfy a gift to anyone other thanthe Conduit Trust beneficiary.

25.3 Notification by Trustee. If I have not provided a copy of this Trust, includingrelevant amendments, to any custodian of an Account, the Trustee shall provide the informationrequired by the Treasury Regulations to allow a trust to qualify as described above, within thetime frame specified in the Regulations.

25.4 Separate Trust. For ease of administration, the Trustee may hold payments to atrust designated (or allowed) to receive distributions from the Accounts as a separate trust, to beadministered under the same terms as the larger trust entitled to those payments, subject to thespecial terms of this article.

ARTICLE 26ADMINISTRATION AND CONSTRUCTION

26.1 Rules for Distributions. In making distributions to beneficiaries under thisTrust, the Trustee must use the following criteria.

(a) Other Resources. Whenever the Trustee has the authority to decide howmuch to distribute to or for the benefit of a beneficiary, the Trustee should make decisions takinginto account any information readily available to it about the beneficiary's other available incomeand resources (including any obligations owed to him or her by any person that are reasonablyable to be discharged). The Trustee need not obtain financial statements or tax returns from thebeneficiary. The Trustee can make payments directly to a beneficiary or to other persons for thebeneficiary's benefit, but it does not have to make payments to a court appointed guardian.

(b) Trustee's Decision. Absent clear and convincing evidence of bad faith,the Trustee's decisions as to amounts to be distributed will be final.

(c) Standard of Living. Distributions to a beneficiary for health, education,support, or maintenance are to be based on his or her standard of living, determined as of the dateof the distribution.

(d) Unequal Distributions. For any trusts having multiple beneficiaries,distributions may be unequal among them due to differences in their resources, age, health,needs, educational inclinations, and talents. The Trustee may make unequal distributions to orfor those beneficiaries without making equalizing adjustments among them, unless specificallyprovided to the contrary in this Trust.

26.2 Funding Gifts. The following rules will apply to funding gifts under this Trust.

(a) Pecuniary Gifts. All pecuniary gifts under this Trust that are paid by anin-kind distribution of assets must use values having an aggregate fair market value at the date or

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dates of distribution equal to the amount of this gift as finally determined for federal estate taxpurposes.

(b) Fractional Gifts. Any allocation of a fractional share of assets need notbe pro rata nor include any particular asset, and may be made subject to encumbrances, pre-existing or newly created, as the Trustee in its discretion determines.

(c) Adjustments. The Trustee shall select one or more dates of allocation ordistribution for purposes of satisfying gifts and funding shares or trusts. The Trustee may makeallocations before the final determination of federal estate tax, with those allocations being basedupon the information then available to the Trustee, and may thereafter adjust properties amongthe shares or trusts if it is determined that the allocation should have been made differently.

26.3 Accumulated Income. Any income not distributed to the beneficiaries pursuantto either a mandatory direction or a discretionary power is to be incorporated into principal, atsuch intervals as the Trustee deems convenient.

26.4 Estate Tax on Included Property. Except as provided for the Marital Trust, ifassets of any trust created under this agreement are included in a beneficiary's estate for federalestate tax purposes, the following will apply.

(a) Appointed Assets. If the beneficiary exercises a power of appointmentover those assets, the Trustee is authorized to withhold from those assets the amount of estatetaxes apportioned to them by applicable law, if the beneficiary does not make provisions for thepayment of those taxes from other sources.

(b) Other Assets. If the beneficiary does not have or does not exercise apower of appointment over those assets, the Trustee will pay the estate taxes attributable to thoseassets. The estate taxes attributable to those assets will be the amount that the beneficiary'sestate taxes are increased over the amount those taxes would have been if those assets had notbeen included in the beneficiary's gross estate.

(c) Certification and Payment. The Trustee may rely upon a writtencertification by the beneficiary's personal representative of the amount of the estate taxes, andmay pay those taxes directly or to the personal representative of the beneficiary's estate. TheTrustee will not be held liable for making payments as directed by the beneficiary's personalrepresentative.

26.5 Transactions With Other Entities. The Trustee may buy assets from otherestates or trusts, or make loans to them, so that funds will be available to pay claims, taxes, andexpenses. The Trustee can make those purchases or loans even if it serves as the fiduciary ofthat estate or trust, and on whatever terms and conditions the Trustee thinks are appropriate,except that the terms of any transaction must be commercially reasonable.

26.6 Coordination With Guardian. If a separate trust is created for a beneficiarywho is under a legal disability, I request the Trustee to consult with the guardian of the personfor that beneficiary, or if none, the person having custody of the beneficiary, and to

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establish a reasonable budget to provide for the needs of the beneficiary;

conduct a financial analysis of the beneficiary's needs and determine theamounts reasonably required for his or her care; and

implement procedures for disbursing funds to the guardian for thosepurposes.

The Trustee is authorized to make distributions that provide some incidental or indirect benefit tothe beneficiary's guardian, but only if the expenditure is for the primary benefit and needs of thebeneficiary.

ARTICLE 27APPLICABLE LAW; TRUST SITUS

All questions regarding the law to be applied or the appropriate situs of any trust will begoverned by the terms of this article as follows:

27.1 Validity; Construction. All matters involving the validity, interpretation,construction, and meaning (or effect) of the Trust created under this instrument are to begoverned by Florida law, which is currently my domicile.

27.2 Principal Place of Administration. All matters involving the administration ofthe Trust created under this instrument are to be governed by Florida law, which is currently mydomicile and the initial principal place of administration (the "situs") of those trusts. A Trusteemay change the principal place of administration of any trust as provided below.

27.3 Determining Situs. The Trustee will have a continuing duty to administer theTrust at a place appropriate to its purposes and its administration. In exercising this duty, theTrustee should consider the factors specified in Section 736.0108 of the Florida Statutes and theimpact of a change to a different situs on the following: state and local taxes; compensation offiduciaries; investment authority; duties, responsibilities, and liabilities of the Trustee; and anyother factor appropriate to the new jurisdiction.

27.4 Transferring Situs. The Trustee, acting from time to time and without courtapproval, may transfer the situs of the Trust to any jurisdiction within the United States, subjectto the notice requirements contained in Section 736.0108(6) of the Florida Statutes.

27.5 Substitute Trustee. If the Trustee is unable or unwilling to serve in the new trustsitus, the Trustee may: designate a substitute Trustee to act with respect to that property in thenew situs; delegate to the substitute Trustee any or all of the powers given to the Trustee; elect toact as advisor to the substitute Trustee and receive reasonable compensation for that service; andremove any acting substitute Trustee and appoint another, or reappoint itself, if appropriate, atwill.

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ARTICLE 28MISCELLANEOUS PROVISIONS

28.1 Definitions. As used in this Trust, the following terms have the meanings setforth below:

(a) Fiduciaries.

(1) Corporate Trustee means a trustee that is a bank, trust company, orother entity authorized to serve as a trustee under the laws of the United States or any statethereof that is not a Related Person as to me, and which has at least $100 Million of assets undertrust management (which may include assets managed by affiliated or subsidiary banks or trustcompanies). A bank or trust company that does not meet these requirements cannot serve asTrustee.

(b) Internal Revenue Code Terms.

(1) IRC or Internal Revenue Code means the federal Internal RevenueCode of 1986, as amended from time to time, or successor provisions of future federal internalrevenue laws.

(2) Gross estate means gross estate for federal estate tax purposes asdefined in IRC §2031.

(3) The terms health, education, support, and maintenance are intendedto set forth an "ascertainable standard," as described in the Internal Revenue Code and itsassociated Regulations. To the extent not inconsistent with the foregoing, "health" means abeneficiary's physical and mental health, including but not limited to payments for examinations,surgical, dental, or other treatment, medication, counseling, hospitalization, and health insurancepremiums; "education" means elementary, secondary, post-secondary, graduate, or professionalschooling in an accredited institution, public or private, or attendance at other formal programs infurtherance of the beneficiary's spiritual, athletic, or artistic education, including but not limitedto payments for tuition, books, fees, assessments, equipment, tutoring, transportation, andreasonable living expenses.

(4) Related Person as to a particular individual is someone who isdeemed to be "related or subordinate" to that individual under IRC §672(c) (as though thatindividual was a grantor).

(c) Other Terms.

(1) Residuary Trust Estate means the Trust Estate (including assetsadded to the Trust by reason of my death) left after paying all pre-residuary gifts in this Trust andall expenses and charges (other than estate taxes).

(2) Qualified Beneficiary means a living beneficiary who, on the date hisor her qualification is determined: (i) is a distributee or permissible distributee (a "distributee")of trust income or principal; (ii) would be a distributee if the interests of the distributees

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described in (i) above terminated on that date without causing the trust to terminate; or (iii)would be a distributee if the trust terminated in accordance with its terms on that date.

(3) An individual who is the genetic child of parents who were notmarried to each other at his or her birth will be deemed not to be a descendant of his or herfather unless the father (i) is married to that individual's mother at any time during the periodstarting at that individual's conception and ending at his or her birth, (ii) marries that individual'smother after that individual's birth, (iii) adopts the individual at any time, or (iv) acknowledgeshis paternity of the individual in a signed instrument filed with any court or governmental agencyor delivered to a Fiduciary during that father's lifetime.

(4) Distributions that are to be made to a person's descendants, perstirpes, will be divided into equal shares, so that there will be one share for each living child (ifany) of that person and one share for each deceased child who has then living descendants. Theshare of each deceased child will be further divided among his or her descendants on a perstirpes basis, by reapplying the preceding rule to that deceased child and his or her descendantsas many times as necessary.

(5) Disabled or under a disability means (i) being under the legal age ofmajority, (ii) having been adjudicated to be incapacitated, or (iii) being unable to manageproperly personal or financial affairs because of a mental or physical impairment (whethertemporary or permanent in nature). A written certificate executed by an individual's attendingphysician confirming that person's impairment will be sufficient evidence of disability underitem (iii) above, and all persons may rely conclusively on such a certificate.

(6) Removal of a Trustee for cause includes, without limitation, thefollowing: the willful or negligent mismanagement of the trust assets by that individual Trustee;the abuse or abandonment of, or inattention to, the trust by that individual Trustee; a federal orstate charge against that individual Trustee involving the commission of a felony or seriousmisdemeanor; an act of theft, dishonesty, fraud, embezzlement, or moral turpitude by thatindividual Trustee; or the use of narcotics or excessive use of alcohol by that individual Trustee.

(7) The words will and shall are used interchangeably in this Trust andmean, unless the context clearly indicates otherwise, that the Trustee must take the actionindicated; as used in this Trust, the word may means that the Trustee has the discretionaryauthority to take the action but is not automatically required to do so.

28.2 Powers of Appointment. The following provisions relate to all powers ofappointment created by me at any time and to any power exercisable by or under this Trust.

(a) A general power of appointment granted to a person is one that can beexercised in favor of any one or more of the following: that person or his or her estate, his or hercreditors, or the creditors of his or her estate.

(b) A special power of appointment is any power that is not a general power; itmay be exercisable in favor of a specified class or, if no class is specified, in favor of any personor entity (other than the appointees specified in Section 28.2(a) above.) A limited special powerof appointment is one under which the person holding the power may restrict another person's

{28394667;1}32


interest in quality (e.g., change a disposition from outright to a beneficial interest in trust), butnot in quantity.

(c) A testamentary power of appointment (either general or special) isexercisable upon the powerholder's death by his or her Last Will or by a revocable trustagreement established by that person, but only by specific reference to the instrument creatingthe power. A testamentary power of appointment may not be exercised in favor of the personpossessing the power. Unless otherwise indicated, any power under this Trust may be exercisedso as to create an interest held in trust.

(d) In determining whether a person has exercised a testamentary power ofappointment, the Trustee may rely upon an instrument admitted to probate in any jurisdiction asthat person's Last Will, or upon any trust agreement certified to be valid and authentic by swornstatement of the trustee who is serving under that trust agreement. If the Trustee has not receivedwritten notice of such an instrument within six months after the powerholder's death, the Trusteemay presume that the powerholder failed to exercise that power and will not be liable for actingin accordance with that presumption.

(e) I expressly refrain from exercising any power of appointment that I maypossess at my death.

28.3 Lapsed Gifts. If any gift is conditioned on the recipient surviving me or anotherperson and no alternative disposition of that gift is specified, the gift will lapse and become partof the Residuary Trust Estate if the designated recipient does not survive.

28.4 Notices. Any person entitled or required to give notice under this Trust shallexercise that power by a written instrument witnessed by two impartial persons, clearly settingforth the effective date of the action for which notice is being given. The instrument may beexecuted in counterparts.

28.5 Certifications.

(a) From Personal Representative. For some purposes, the Trustee isauthorized to rely on a certificate from my Personal Representative as to certain facts. Thatcertificate must be in writing and witnessed by two impartial persons, but need not be notarized.It is to be delivered to the Trustee in the same fashion as provided for other notices.

(b) Facts. A certificate signed and acknowledged by the Trustee stating anyfact affecting the Trust Estate or the trust agreement will be conclusive evidence of such fact infavor of any transfer agent and any other person dealing in good faith with the Trustee. TheTrustee may rely on a certificate signed and acknowledged by any beneficiary stating any factconcerning the Trust beneficiaries, including dates of birth, relationships, or marital status, unlessan individual serving as Trustee has actual knowledge that the stated fact is false. Knowledge ofall other facts will be determined as provided in Section 736.0104 of the Florida Statutes.

(c) Copy. Any person may rely on a copy of this instrument (in whole or inpart) certified to be a true copy by me; by any person specifically named as a Trustee (or

{28394667;1}33


successor Trustee); by any Corporate Trustee whether or not specifically named; or, if there arenone of the above, by any then serving Trustee.

28.6 Dispute Resolution. If there is a dispute or controversy of any nature involvingthe disposition or administration of this Trust, I direct the parties in dispute to submit the matterto mediation or some other method of alternative dispute resolution selected by them. If a partyrefuses to submit the matter to alternative dispute resolution, or if a party refuses to participate ingood faith, I authorize the court having jurisdiction over the Trust to award costs and attorney'sfees from that party's beneficial share or from other amounts payable to that party (includingamounts payable to that party as compensation for service as fiduciary) as in chancery actions.

28.7 Effect of Adoption. A legally adopted child (and any descendants of that child)will be regarded as a descendant of the adopting parent only if the petition for adoption was filedwith the court before the child's thirteenth birthday. If the legal relationship between a parentand child is terminated by a court while the parent is alive, that child and that child's descendantswill not be regarded as descendants of that parent. If a parent dies and the legal relationship withthat deceased parent's child had not been terminated before that parent's death, the deceasedparent's child and that child's descendants will continue to be regarded as descendants of thedeceased parent even if the child is later adopted by another person.

28.8 Infant in Gestation. For all purposes of this Trust, an infant in gestation who islater born alive will be deemed to be in being during the period of gestation for the purpose ofqualifying the infant, after it is born, as a beneficiary of this Trust.

28.9 Gender and Number. Reference in this Trust to any gender includes eithermasculine or feminine, as appropriate, and reference to any number includes both singular andplural where the context permits or requires.

28.10 Headings. Use of descriptive titles for articles and paragraphs is for the purposeof convenience only and is not intended to restrict the application of those provisions.

28.11 Further Instruments. I agree to execute such further instruments as may benecessary to vest the Trustee with full legal title to the property transferred to this Trust.

28.12 Acknowledgments. Acknowledgments of this trust agreement and mattersaffecting the administration of the Trust may be given for purposes of recording suchinstruments, but the absence of an acknowledgment does not affect the validity of thoseinstruments.

28.13 Binding Effect. This trust agreement extends to and is binding upon my PersonalRepresentative, successors, and assigns, and upon the Trustee.

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Executed as of the effective date written above.

GRANTOR and TRUSTEE

Mrs. Client

This instrument was signed, sealed, published, and declared by the Grantor as her TrustAgreement in our joint presence, and at her request we have signed our names as attestingwitnesses in her presence and in the presence of each other on the date first written above.

Name Address

______________________________ ______________________________

______________________________ ______________________________

{28394667;1}MRS. CLIENT REVOCABLE TRUST

STATE OF FLORIDACOUNTY OF COUNTY

I, Mrs. Client, declare to the officer taking my acknowledgment of this instrument, andto the subscribing witnesses, that I signed this instrument as my Trust Agreement.

______________________________Mrs. Client

We, ______________________________ and ______________________________,have been sworn by the officer signing below, and declare to that officer on our oaths that theGrantor declared the instrument to be her Trust Agreement and signed it in our presence, and thatwe each signed the instrument as a witness in the presence of the Grantor and of each other.

______________________________Witness

______________________________Witness

Acknowledged and subscribed before me by the Grantor, Mrs. Client, who is personallyknown to me or who has produced ____________________ as identification, and sworn to andsubscribed before me by the witnesses, ______________________________, who is personallyknown to me or who has produced ____________________ as identification, and by______________________________, who is personally known to me or who has produced____________________ as identification, and subscribed by me in the presence of the Grantorand the subscribing witnesses, all on January 1, 20XX.

Notary Public, State of Florida(Stamp Name, Commission # and Expiration below)

{28404047;1}

LAST WILL AND TESTAMENT

OF

MRS. CLIENT

January ___, 20XX

Prepared byJeffrey M. GadAkerman LLP

401 East Jackson StreetSuite 1700

Tampa, Florida 33602813-223-7333 or 813-610-0912 (c)

[email protected]

{28404047;1}

INITIALS ____________LAST WILL AND TESTAMENT OF MRS. CLIENT

LAST WILL AND TESTAMENT

OF

MRS. CLIENT

I, MRS. CLIENT, a resident of Hillsborough County, Florida, revoke all prior Wills andpublish the following as my Last Will and Testament.

ARTICLE 1FAMILY

I am married to HUSBAND, who is referred to as "my husband" in this Will. My husbandand I have one child, DAUGHTER. I have been previously married and have one child from thatmarriage, SON. References to "my children" mean my children named above, as well as anyother children of mine born or adopted after the execution of this Will; references to "mydescendants" mean my children and their descendants.

ARTICLE 2SPECIFIC GIFTS OF TANGIBLE PERSONAL PROPERTY

I make the following gifts:

2.1 Separate List for Tangible Personal Property. I may make gifts of tangiblepersonal property by means of one or more separate written lists. To be effective, a separate listmust be signed by me, and must identify the items and persons to receive them with reasonablecertainty. If there is a conflict, I confirm the gift of that item made in the most recent list. MyPersonal Representative will not be bound by any written list produced or discovered more thansix months after my death.

2.2 Other Gifts. I give all my remaining tangible personal property not given byother provisions of this article, including furniture, household furnishings, motor vehicles,clothing, jewelry, and personal effects (together with all insurance on those items), to myhusband if he survives me. If he does not survive me, I give all of those items, together with allinsurance on them, to my descendants, per stirpes.

2.3 Special Terms. All gifts of tangible personal property under this article aresubject to the following conditions.

(a) Trust for Minors. If any beneficiary under this article is a minor, theTrustee shall hold that beneficiary's share for the use and benefit of the beneficiary during his orher minority. Alternatively, the Trustee in its discretion may cause all or any part of that share tobe: distributed to the beneficiary or to any adult having custody of the beneficiary whenever theTrustee deems appropriate; sold and the proceeds used for the benefit of the beneficiary; sold andthe proceeds added to the share of my estate to be held in trust for the beneficiary; or disclaimedfor and on behalf of the beneficiary by my Personal Representative.

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(b) Division by Personal Representative. If the persons entitled to theseitems cannot agree upon a division within six months after my death, my PersonalRepresentative shall divide these items in its discretion among those persons, and that divisionwill be conclusive and binding.

ARTICLE 3RESIDUARY ESTATE

I give all my Residuary Estate to the then serving trustee of the Mrs. Client RevocableTrust, created today prior to the execution of this Will (referred to in this Will as "my RevocableTrust"), as it now exists or may be amended after the execution of this Will, for administrationunder its terms. If the gift to that trust is ineffective for any reason, I give all my ResiduaryEstate to the Trustee upon the same terms and conditions set forth in that trust as of this date. Iincorporate those terms by reference, but only for the purpose of this contingent gift.

ARTICLE 4APPOINTMENT OF GUARDIAN

If it is necessary to designate someone to have custody of my children during theirminority, I direct that MELISSA SISTER and LEON BROTHER have custody and serve as suchguardians. If MELISSA SISTER and LEON BROTHER fail or cease to have custody or serve asguardian of the person or property of my minor children, I direct that STACY SISTER and PAUL

BROTHER have custody and serve as such guardians. If the named guardians separate or divorce,then I intend that the first one of them named as guardian continue to have custody of mychildren; if the marriage of the named guardians is terminated by the death of either of them,then the survivor shall continue to act as guardian. I direct that no guardian be required to postbond or other security.

ARTICLE 5APPOINTMENT OF PERSONAL REPRESENTATIVE

I appoint my husband as my Personal Representative. If he fails or ceases to serve, Iappoint my sister, MELISSA SISTER, to serve as Personal Representative. If all of the abovenamed persons fail or cease to serve, I appoint my sister, STACY SISTER, to serve as successorPersonal Representative. A Personal Representative will be entitled to reasonable compensation.I direct that no Personal Representative be required to post bond or other security.

ARTICLE 6SURVIVAL PROVISIONS

If my husband and I die under circumstances in which there is insufficient evidence todetermine the order of our deaths, I will be deemed to have survived my husband for purposes ofthis Will. If any beneficiary (other than my husband) is required to survive me or another personto receive a distribution, and if the beneficiary does not survive me or that other person by 90days, the beneficiary will be treated as if he or she died before me or that other person.

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ARTICLE 7PAYMENTS OF OBLIGATIONS, EXPENSES, AND TAXES

My Personal Representative shall pay all of my obligations, expenses, and taxes asfollows:

7.1 Obligations. I direct that my legally enforceable obligations (except thosesecured by mortgages or other security instruments) be paid in the order and manner prescribedby law.

7.2 Expenses and Taxes. The term "expenses" includes all estate transmission ormanagement expenses of my probate estate and all costs of my last illness and funeral; the term"estate taxes" means all state and federal estate, inheritance, or transfer taxes payable by reasonof my death (including the generation-skipping transfer tax on any direct skip created by theexpress terms of this Will rather than by disclaimer), plus any related interest and penaltiesattributable to these taxes, but excluding any other generation-skipping taxes. I direct that allexpenses of my estate and all estate taxes charged with respect to my gross estate for estate taxpurposes (including estate taxes on assets that do not pass under this Will) be paid by the trusteeof my Revocable Trust, as permitted under Section 733.817 and despite Section 738.201(2)(c) ofthe Florida Statutes. For these purposes, I incorporate by reference the tax apportionmentprovisions of my Revocable Trust. To the extent these amounts are not paid by my RevocableTrust, they are to be paid from my Residuary Estate, without apportionment, except to the extentprovided in my Revocable Trust as to nonprobate and nontaxable assets.

ARTICLE 8FIDUCIARY POWERS

I grant to my Personal Representative and the Trustee (collectively referred to as "theFiduciary") full power to deal freely with any property in my estate. The Fiduciary may exercisethese powers independently and without the approval of any court. No person dealing with theFiduciary need inquire into the propriety of any of its actions or into the application of any fundsor assets. The Fiduciary however, shall exercise all powers in a fiduciary capacity in good faith,as a prudent person would using reasonable care, skill, and caution, for the best interest of thebeneficiaries of my estate, which for purposes of this article includes any trust created in thisWill. Without limiting the generality of the foregoing, the Fiduciary is given the followingdiscretionary powers in addition to any other powers conferred by law:

8.1 Type of Assets. Except as otherwise provided to the contrary, to hold fundsuninvested for such periods as the Fiduciary deems prudent, and to invest in any assets theFiduciary deems advisable even though they are not technically recognized or specifically listedin so-called "legal lists," without responsibility for depreciation or loss on account of thoseinvestments, or because those investments are non-productive, as long as the Fiduciary acts ingood faith.

8.2 Original Assets. Except as otherwise provided to the contrary, to collect andretain the original assets it receives for as long as it deems best, and to dispose of those assets

4


when it deems advisable, even though such assets, because of their character or lack ofdiversification, would otherwise be considered improper investments for the Fiduciary.

8.3 Tangible Personal Property. To receive and hold tangible personal property; topay or refrain from paying storage and insurance charges for such property; and to permit anybeneficiaries to use such property without either the Fiduciary or beneficiaries incurring anyliability for wear, tear, and obsolescence of the property.

8.4 Financial Accounts. To deposit trust money in one or more accounts inregulated financial service institutions, including but not limited to banks, savings institutions,and brokerage houses, and to draw checks, drafts, or other forms of withdrawal, includingelectronic transfers, from those accounts.

8.5 Specific Securities. To invest in assets, securities, or interests in securities of anynature, whether obtained in domestic or foreign markets, including (without limit) preciousmetals, and currencies; to invest in mutual or investment funds, including funds for which theFiduciary or any affiliate performs services for additional fees, whether as manager, custodian,transfer agent, investment advisor or otherwise, or in securities distributed, underwritten, orissued by the Fiduciary, its affiliates, or syndicates of which it is a member and I specificallyauthorize the Trustee to invest in the instruments described in Section 736.0802(5) of the FloridaStatutes (including assets other than qualified investment instruments) without notice to orconsent from any beneficiary; to trade on credit or margin accounts (whether secured orunsecured); and to pledge assets of my estate for that purpose.

8.6 Property Transactions. To buy, sell, pledge, exchange, or lease any real orpersonal property, publicly or privately, for cash or credit, without court approval and upon theterms and conditions that the Fiduciary deems advisable; to execute deeds, leases, contracts, billsof sale, notes, mortgages, security instruments, and other written instruments; to grant, acquire,or exercise options; to abandon or dispose of any real or personal property in my estate whichhas little or no monetary or useful value, after notifying the beneficiaries or their legalrepresentatives; to improve, repair, insure, subdivide and vacate any property; to erect, alter ordemolish buildings; to adjust boundaries; and to impose easements, including conservationeasements, restrictions, and covenants as the Fiduciary sees fit. An instrument described in thissection will be valid and binding for its full term even if it extends beyond the full duration ofmy estate.

8.7 Borrow Money. To borrow money from any source (including the Fiduciary inits nonfiduciary capacity), to guarantee indebtedness, and to secure the loan or guaranty bymortgage or other security interest.

8.8 Maintain Assets. To expend whatever funds it deems proper for thepreservation, maintenance, or improvement of assets. The Fiduciary in its discretion may electany options or settlements or exercise any rights under all insurance policies that it holds.However, no fiduciary who is the insured of any insurance policy held in my estate may exerciseany rights or have any incidents of ownership with respect to the policy, including the power tochange the beneficiary, to surrender or cancel the policy, to assign the policy, to revoke any

5


assignment, to pledge the policy for a loan, or to obtain from the insurer a loan against thesurrender value of the policy. All such power is to be exercised solely by the remainingFiduciary, if any, or if none, by a special fiduciary appointed for that purpose by a court havingjurisdiction.

8.9 Digital Assets and Access. To access and control all of my assets held in digitalor virtual form (such as music, pictures, account credits, virtual money, etc.); to access myfinancial accounts protected by web-based logins and passwords; to have access to my web-based accounts with service providers such as email, memberships in organizations orcommercial enterprises, and social media, all of which require a user name and password foraccess; and to direct all persons or entities handling such data to deal with him or her, even to theextent of compelling the provider to reset my information to data of my Fiduciary's choosing.

8.10 Communications. To access communications sent to or intended for me, or sentby me, whether by mail, email, electronic transmission, telephone, or other means.

8.11 Insurance. To obtain property, casualty, liability or any other insurance for theTrust, including insurance for the Fiduciary and its agents against damage or liability arisingfrom administration of the Trust.

8.12 Advisors. To employ and compensate attorneys, accountants, advisors, financialconsultants, managers, agents, and assistants (including any individual or entity who providesinvestment advisory or management services, or who furnishes professional assistance in makinginvestments for my estate) without liability for any act of those persons, if they are selected andretained with reasonable care. Fees may be paid from the domiciliary estate even if the serviceswere rendered in connection with ancillary proceedings. The Fiduciary may serve in any ofthese capacities and be compensated separately for its services in each.

8.13 Indirect Distributions. To make distributions, whether of principal or income, toany person under age 21 or to any person the Fiduciary reasonably believes is incapacitatedaccording to the terms of this Will by (i) making distributions directly to that person whether ornot that person has a guardian; to the parent, guardian, or spouse of that person; to a custodialaccount established by the Fiduciary or others for that person under an applicable Uniform Giftto Minors Act or Uniform Transfers to Minors Act; to any adult who resides in the samehousehold with that person or who is otherwise responsible for the care and well-being of thatperson; (ii) managing the amount as a separate fund on that person's behalf, subject to his or hercontinuing right to withdraw that amount; or (iii) applying any distribution for the benefit of thatperson in any manner the Fiduciary deems proper. The receipt of the person to whom payment ismade will constitute full discharge of the Fiduciary with respect to that payment.

8.14 Non-Pro Rata Distribution. To make any division or distribution in money or inkind, or both, without allocating the same kind of property to all shares or distributees, andwithout regard to the income tax basis of the property. Any division will be binding andconclusive on all parties.

8.15 Nominee. Except as prohibited by law, to hold any assets in the name of anominee without disclosing the fiduciary relationship; to hold the property unregistered, without

6


affecting its liability; and to hold securities endorsed in blank, in street certificates, at adepository trust company, or in a book entry system.

8.16 Custodian. To employ a custodian or agent ("the Custodian") located anywherewithin the United States, at the discretion of the Fiduciary but at the expense of my estate,whether or not such Custodian is an affiliate of the Fiduciary or any person rendering services tomy estate; to register securities in the name of the Custodian or a nominee thereof withoutdesignation of fiduciary capacity; and to appoint the Custodian to perform such other ministerialfunctions as the Fiduciary may direct. While such securities are in the custody of the Custodian,the Fiduciary will be under no obligation to inspect or verify such securities nor will theFiduciary be responsible for any loss by the Custodian.

8.17 Administer Claims. To contest, compromise, arbitrate, or otherwise adjustclaims in favor of or against my estate, including paying those claims in full; to agree to anyrescission or modification of any contract or agreement; and to refrain from instituting any suitor action unless indemnified for reasonable costs and expenses.

8.18 Corporate Rights. To vote and exercise any option, right, or privilege topurchase or to convert bonds, notes, stock (including shares or fractional shares of stock of anyCorporate Fiduciary), securities, or other property; to borrow money for the purpose ofexercising any such option, right, or privilege; to delegate those rights to an agent; to enter intovoting trusts and other agreements or subscriptions; to participate in any type of liquidation orreorganization of any enterprise; and to write and sell covered call options, puts, calls, straddles,or other methods of buying or selling securities, as well as all related transactions.

8.19 Business Interests. To hold interests in sole proprietorships, general or limitedpartnerships, joint ventures, business trusts, land trusts, limited liability companies, and otherdomestic and foreign forms of organizations; and to exercise all rights in connection with suchinterests as the Fiduciary deems appropriate, including any powers applicable to a non-admittedtransferee of any such interest.

8.20 Self-Dealing. To exercise all its powers even though it may also be actingindividually or on behalf of any other person or entity interested in the same matters. TheFiduciary, however, shall exercise these powers at all times in a fiduciary capacity, primarily inthe interest of the beneficiaries of my estate. Despite any other provision of this Will, noFiduciary may participate in the decision to make a discretionary distribution that woulddischarge a legal support obligation of that Fiduciary. No Fiduciary who has made a disclaimer,either individually or as a Fiduciary, may exercise any discretion in determining the recipient ofthe disclaimed property, except pursuant to an ascertainable standard. All power to make suchunlimited distributions, or to determine recipients of disclaimed property, will be exercisedsolely by the remaining Fiduciaries, if any, or if there are no other Fiduciaries then serving, bythe person or persons named to serve as the next successor Fiduciary, or if there are none, by aspecial Fiduciary appointed for that purpose by a court having jurisdiction.

8.21 Elections. To perform in a fiduciary capacity any act and make any and alldecisions or elections under state law or the Internal Revenue Code on behalf of me or my estate,

7


including but not limited to, joining in the filing of income and gift tax returns with my husband,claiming the whole or any part of the expenses of administration as income tax deductions formy estate, electing the marital deduction in whole or in part, making allocations of myexemption from the federal generation-skipping transfer tax, adopting alternate values for estatetax purposes, and selecting taxable years and dates of distribution. The Fiduciary is specificallyexcused from making equitable adjustments among beneficiaries because of any election.

8.22 Qualified Property. To manage any qualified real property or qualified family-owned business interests so as to avoid imposition of the additional estate tax under IRC§§2032A or 2057, and to furnish security for the payment of any additional estate taxes imposedunder those sections.

8.23 Expenses. To pay all expenses of administration for the Trust Estate, includingall taxes, assessments, compensation of the Fiduciary and its employees and agents, andreimbursements for expenses advanced (with interest as appropriate). An Independent Trusteemay determine how expenses of administration and receipts are to be apportioned betweenprincipal and income.

8.24 Terminate Small Trusts. To exercise its discretion, without court approval, torefrain from funding or to terminate any trust whenever the value of the principal of that trustwould be or is (i) less than $75,000 or (ii) too small to administer economically, and to distributethe remaining principal and all accumulated income of the trust to include the types ofdistributions described in Section 8.13 to the beneficiaries then entitled to receive income inproportion to their shares of that income (or on a per capita basis if their shares are not fixed) in amanner consistent with the purposes of the Trust. The Fiduciary shall exercise this power toterminate in its discretion as it deems prudent for the best interest of the qualified beneficiaries atthat time. This power cannot be exercised by my husband or any beneficiary, either alone or inconjunction with any other Trustee, but must be exercised solely by the other Trustee, or if none,by a special Trustee appointed for that purpose by a court having jurisdiction.

8.25 Allocations to Income and Principal. To treat premiums and discounts onbonds and other obligations for the payment of money in accordance with either generallyaccepted accounting principles or tax accounting principles and, except as otherwise provided tothe contrary, to hold nonproductive assets without allocating any principal to income, despite anylaws or rules to the contrary. The Trustee in its discretion may exercise the power described inSection 738.104 of the Florida Statutes to adjust between principal and income, as appropriate,including the allocation of some or all of the net capital gain to the beneficiaries as if it werefiduciary accounting income. If the Trustee is prohibited from exercising or releases the power toadjust under that section, the Trustee may convert any income interest into a unitrust interest, ora unitrust interest to an income interest, as it sees fit, all as provided in Section 738.1041 of theFlorida Statutes.

8.26 Use of Income. Except as otherwise provided in this Will, and in addition to allother available sources, to exercise its discretion in the use of income from the assets of myestate to satisfy the liabilities described in this Will, without accountability to any beneficiary.

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8.27 Sever or Join Trusts. To sever any trust on a fractional basis into two or moreseparate trusts, and to segregate by allocation to a separate account or trust a specific amountfrom, a portion of, or a specific asset included in any trust. The Fiduciary may consolidate twoor more trusts (including trusts created by different transferors) having substantially the samebeneficial terms and conditions into a single trust. The Fiduciary may take into considerationdifferences in federal tax attributes and other pertinent factors in administering any separateaccount or trust, in making applicable tax elections, and in making distributions. A trust createdby severance or consolidation will be treated as a separate trust for all purposes from the date onwhich the severance or consolidation is effective (which may be before the exercise of thispower), and will be held on the same beneficial terms and conditions as those before theseverance or consolidation. Income earned on a consolidated or severed amount, portion, orspecific asset after the consolidation or severance is effective will pass with that amount, portion,or specific asset.

8.28 Consolidated Funds. Unless inconsistent with other provisions of this Will, tohold two or more trusts or other funds in one or more consolidated funds, in which the separatetrusts or funds have undivided interests, except that an accounting must be rendered to each trustshowing its undivided interests in those funds.

8.29 Valuations. In making distributions or allocations under the terms of this Will tobe valued as of a particular date, to use asset valuations obtained for a date reasonably close tothat particular date (such as a quarterly closing date before or after that date) if, in the Fiduciary'sjudgment, obtaining appraisals or other determinations of value on that date would result inunnecessary expense, and if in the Fiduciary's judgment, the fair market value as determined issubstantially the same as on that actual date. This paragraph will not apply if valuation on aspecific date is required to preserve a qualification for a tax benefit, including any deduction,credit, or most favorable allocation of an exemption.

8.30 Incorporation. To incorporate any business or venture, and to continue anyunincorporated business that the Fiduciary determines to be not advisable to incorporate.

8.31 Delegation. To delegate periodically among themselves the authority to performany act of administration of my estate.

8.32 Loans; Advances. To make loans to anyone under commercially reasonableterms, and to make cash advances or loans to beneficiaries, with or without security. TheFiduciary may retain a lien on future distributions to a beneficiary to repay those loans.

8.33 Election of Benefits. To select a mode of payment under any employee benefitor retirement plan, annuity, or life insurance payable to the trustee, exercise rights under suchplan, annuity, or insurance, including exercise of the right to indemnification for expenses andagainst liabilities, and take appropriate action to collect the proceeds.

8.34 Investment Manager. To employ any investment management service, financialinstitution, or similar organization to advise the Fiduciary and to handle all investments of myestate and to render all accountings of funds held on its behalf under custodial, agency, or other

9


agreements. If the Fiduciary is an individual, these costs may be paid as an expense ofadministration in addition to fees and commissions.

8.35 Depreciation. To deduct from all receipts attributable to depreciable property areasonable allowance for depreciation, computed in accordance with generally acceptedaccounting principles consistently applied.

8.36 Disclaim Assets or Powers. To disclaim any assets otherwise passing or anyfiduciary powers pertaining to any trust created hereunder, by execution of an instrument ofdisclaimer meeting the requirements of applicable law generally imposed upon individualsexecuting disclaimers. No notice to or consent of any beneficiary, other interested person, or anycourt is required for any such disclaimer, and the Fiduciary is to be held harmless for anydecision to make or not make such a disclaimer.

8.37 Related Parties. To enter into any transaction on behalf of my estate despite thefact that another party to that transaction may be: (i) a business or trust controlled by theFiduciary, or of which the Fiduciary, or any director, officer, or employee of the CorporateFiduciary, is also a director, officer, or employee; (ii) an affiliate or business associate of anybeneficiary or the Fiduciary; or (iii) a beneficiary or Trustee under this Will acting individually,or any relative of such a party.

8.38 Additional Powers for Income-Producing Real Estate. In addition to the otherpowers set forth above or otherwise conferred by law, the Fiduciary has the following powerswith respect to any income-producing real property which is or may become a part of my estate:

To retain and operate the property for as long as it deems advisable;

To control, direct, and manage the property, determining the manner andextent of its active participation in these operations, and to delegate all orany part of its supervisory power to other persons that it selects;

To hire and discharge employees, fix their compensation, and define theirduties;

To invest funds in other land holdings and to use those funds for allimprovements, operations, or other similar purposes;

Except as otherwise provided with respect to mandatory incomedistributions, to retain any amount of the net earnings for working capitaland other purposes that it deems advisable in conformity with sound andefficient management; and

To purchase and sell machinery, equipment, and supplies of all kinds asneeded for the operation and maintenance of the land holdings.

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8.39 Winding Up. On termination of a trust, to exercise the powers appropriate towind up the administration of that trust and distribute the remaining assets to the persons entitledto them, and to retain a reasonable reserve for the payment of debts, expenses, and taxes.

ARTICLE 9TAX ELECTIONS

I direct my Personal Representative to make federal estate and generation-skipping taxelections as instructed by the trustee of my Revocable Trust with respect to transfers under thattrust. My Personal Representative is to be held harmless from any liability in making electionsas directed by that trustee.

ARTICLE 10NONMUTUAL WILL

This is not a mutual or reciprocal Will with any Will executed by my husband. He mayamend, revoke, or redraw his Will at any time, regardless of any interest he may receive underthis Will.

ARTICLE 11TRANSACTIONS WITH OTHER ENTITIES

My Personal Representative may buy assets from other estates or trusts, or make loans tothem, so that funds will be available to pay claims, taxes, and expenses. My PersonalRepresentative can make those purchases or loans even if it serves as the fiduciary of that estateor trust, and on whatever terms and conditions my Personal Representative thinks areappropriate, except that the terms of any transaction must be commercially reasonable.

ARTICLE 12MISCELLANEOUS PROVISIONS

12.1 Definitions. As used in this Will, the following terms have the meanings set forthbelow:

(a) IRC or Internal Revenue Code means the federal Internal Revenue Code of1986, as amended from time to time, or successor provisions of future federal internal revenuelaws.

(b) Residuary Estate means my estate left after paying all pre-residuary gifts inthis Will and all expenses and charges (other than estate taxes).

(c) The term Trustee refers to my Personal Representative, acting as trustee forany trust created in this Will. When serving as Trustee, my Personal Representative will have allthe powers granted to trustees under Florida law, as well as the powers specified in this Will.

(d) The words will and shall are used interchangeably in this Will and mean,unless the context clearly indicates otherwise, that my Personal Representative must take the

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action indicated; as used in this Will, the word may means that my Personal Representative hasthe discretionary authority to take the action but is not automatically required to do so.

12.2 Lapsed Gifts. If any gift is conditioned on the recipient surviving me or anotherperson and no alternative disposition of that gift is specified, the gift will lapse and become partof my Residuary Estate if the designated recipient does not survive.

12.3 Notices. Any person entitled or required to give notice under this Will shallexercise that power by a written instrument witnessed by two impartial persons, clearly settingforth the effective date of the action for which notice is being given. The instrument may beexecuted in counterparts.

12.4 Certifications.

(a) From Trustee. For some purposes, my Personal Representative isinstructed to rely on a certificate from the trustee of my Revocable Trust as to certain taxelections and other matters. That certificate must be in writing and witnessed by two impartialpersons, but need not be notarized. It is to be delivered to my Personal Representative in thesame fashion as provided for other notices.

(b) Facts. A certificate signed and acknowledged by my PersonalRepresentative or the Trustee stating any fact affecting this Will, my estate, or any trust will beconclusive evidence of such fact in favor of any transfer agent and any other person dealing ingood faith with my Personal Representative or the Trustee. My Personal Representative or theTrustee may rely on a certificate signed and acknowledged by any beneficiary stating any factconcerning the estate beneficiaries, including dates of birth, relationships, or marital status,unless an individual serving as Personal Representative or Trustee has actual knowledge that thestated fact is false. Knowledge of all other facts will be determined as provided in Section736.0104 of the Florida Statutes.

(c) Copy. Any person may rely on a copy of this instrument (in whole or inpart) certified to be a true copy by any person specifically named as a Personal Representative orTrustee (or successor Trustee); by any Corporate Trustee whether or not specifically named; or,if there are none of the above, by any then serving Trustee.

12.5 Dispute Resolution. If there is a dispute or controversy of any nature involvingthe disposition or administration of my estate, I direct the parties in dispute to submit the matterto mediation or some other method of alternative dispute resolution selected by them. If a partyrefuses to submit the matter to alternative dispute resolution, or if a party refuses to participate ingood faith, I authorize the court having jurisdiction over my estate to award costs and attorney'sfees from that party's beneficial share or from other amounts payable to that party (includingamounts payable to that party as compensation for service as fiduciary) as in chancery actions.

12.6 Effect of Adoption. A legally adopted child (and any descendants of that child)will be regarded as a descendant of the adopting parent only if the petition for adoption was filedwith the court before the child's thirteenth birthday. If the legal relationship between a parentand child is terminated by a court while the parent is alive, that child and that child's descendants

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will not be regarded as descendants of that parent. If a parent dies and the legal relationship withthat deceased parent's child had not been terminated before that parent's death, the deceasedparent's child and that child's descendants will continue to be regarded as descendants of thedeceased parent even if the child is later adopted by another person.

12.7 Infant in Gestation. For all purposes of this Will, an infant in gestation who islater born alive will be deemed to be in being during the period of gestation for the purpose ofqualifying the infant, after it is born, as a beneficiary of my estate.

12.8 Applicable Law. All matters involving the validity and interpretation of this Willare to be governed by Florida law.

12.9 Gender and Number. Reference in this Will to any gender includes eithermasculine or feminine, as appropriate, and reference to any number includes both singular andplural where the context permits or requires.

12.10 Headings. Use of descriptive titles for articles and paragraphs is for the purposeof convenience only and is not intended to restrict the application of those provisions.

Executed at Boca Raton, Florida, on January 1, 20XX.

Mrs. Client

This instrument was signed, sealed, published, and declared by the testatrix as her LastWill and Testament in our joint presence, and at her request we have signed our names asattesting witnesses in her presence and in the presence of each other on the date first writtenabove.

Name Address

______________________________ ______________________________

______________________________ ______________________________

{28404047;1}


STATE OF FLORIDACOUNTY OF HILLSBOROUGH

I, Mrs. Client, declare to the officer taking my acknowledgment of this instrument, andto the subscribing witnesses, that I signed this instrument as my Last Will and Testament.

______________________________Mrs. Client

We, ______________________________ and ______________________________,have been sworn by the officer signing below, and declare to that officer on our oaths that thetestatrix declared the instrument to be her Last Will and Testament and signed it in our presence,and that we each signed the instrument as a witness in the presence of the testatrix and of eachother.

______________________________Witness

______________________________Witness

Acknowledged and subscribed before me by the testatrix, Mrs. Client, who is personallyknown to me or who has produced ____________________ as identification, and sworn to andsubscribed before me by the witnesses, ______________________________, who is personallyknown to me or who has produced ____________________ as identification, and by______________________________, who is personally known to me or who has produced____________________ as identification, and subscribed by me in the presence of the testatrixand the subscribing witnesses, all on January ___, 20XX.

Notary Public, State of Florida(Stamp Name, Commission # and Expiration below)