THE ESTATE OF DIANE MENDELSON LAKE CO. CASE 11 P 919 2015 IL App (2d) 150084

Opinion filed September 9, 2015

FACTS

1. Diane Mendelson owned and lived at 1509 Arbor Ave., Highland Park, IL 60035, a 1700 sq. ft., 4 bedroom, 2.5 bath home on an 8,900 sq. ft. lot.

2. Diane Mendelson had 4 sons; Robert, Michael, Ronald & Daniel. 3. In 2004, or 2005, Michael, his girlfriend and his two children moved in with Diane. 4. On July 15, 2005, Diane executed a deed conveying her home into a joint tenancy between herself and her son, Michael. 5. Neither Diane nor Michael ever recorded the deed during Diane’s lifetime. 6. According to Michael, this was because Diane received a senior citizen real estate tax break and she was concerned that she would lose the benefit if the deed was recorded. 7. On June 16, 2006, Diane executed a new estate plan which included; a Will, an Inter Vivos Trust, a POA for Property, a POA for Health Care, a Living Will, and, a

Deed in Trust. 8. The Deed in Trust conveyed the property at 1509 Arbor from herself to her new Trust. 9. The Trust provided that at her death, Diane’s estate was to be divided equally between her 4 sons. 10. On September 18, 2006 the Deed in Trust was recorded with the Lake County Recorder of Deeds. 11. In March, 2011, Diane refinanced her home through Fifth Third Bank. In the refinancing documents she listed herself as the sole owner of the property. 12. On July 1, 2011, Diane executed a new Inter Vivos Trust, which stated in its preamble that it revoked any and all prior trusts. 13. The 2011 Trust identified the property at 1509 Arbor as part of the trust property. 14. The 2011 Trust also specifically stated that Diane intended that the home become Michael’s sole and exclusive property at her death. 15. Diane Mendelson died on October 1, 2011. 16. On October 5, 2011, Michael recorded the 2005 deed. 17. On November 14, 2011 Michael recorded the 2011

Trust along with a deed identical to the 2005 deed. 18. Apparently, either one of Diane’s other son’s had been named the Executor of her Estate in her 2006 Will, or had petitioned for Letters of Administration alleging his mother to have been intestate. 19. On November 22, 2011, Diane’s Estate filed a petition to declare that the property at 1509 Arbor to be legally titled in the name of the 2006 Trust, or, in the alternative, that if the Court found that the 2006 Trust was properly revoked, that the property be subject to Probate and distributed according to the laws of intestacy. 20. In March 19, 2012, Michael filed a counter-petition claiming that the 2005 deed and the 2011 trust entitled him to the ownership of the property.

21. As part of the allegations of that counter-petition, Michael alleged that he paid the mortgage, real estate taxes, upkeep and remodeling on the home out of his own funds from March, 2004 through the date of the filing of the counter-petition.

22. A hearing was held before Judge Michael Fusz from April 21, 2014 to May 9, 2014 on this issue as well as a separate claim that Michael had filed against his mother’s estate for custodial care provided by him to his mother.

23. As part of the testimony at the hearing, Michael testified that in lieu of rent, his mother had him pay the

monthly mortgage payment of $527.00, which was less than the $599.00 per month that he had paid in Chicago for a one bedroom apartment.

24. Also, part of the testimony at the hearing was from the lawyer who prepared the 2006 estate plan. That attorney testified that Diane had never told him of the existence of the joint tenancy deed with Michael. Instead, he testified that Diane told him that Michael had been pressuring and threatening her to sign some documents that she had not read and did not understand. She also told him that she wanted to be even and fair to her 4 sons and leave all of her property to them in equal shares.

25. On September 12, 2014 Judge Fusz entered his ruling that Diane Mendelson’s estate should be divided equally between her 4 sons as an intestate estate and denied Michael’s claim for custodial care.

26. In so ruling, Judge Fusz held that the 2006 Trust was valid. Also, that there was insufficient evidence to show that the 2011 Trust was produced by undue influence and was therefore valid and effectively revoked the 2006 Trust. However, because there was no deed executed which transferred the property at 1509 Arbor to the 2011 Trust and that the 2006 Deed in Trust was now funding a revoked trust, that the property reverted to Diane’s Probate Estate and that estate was to be equally divided between her 4 sons under the laws of intestacy, since her 2006 Will as a pour-over will into the now revoked 2006 Trust.

ISSUES ON APPEAL REGARDING 1509 ARBOR, HIGHLAND PARK, IL

1. Did the 2005 Deed validly transfer the real estate into a joint tenancy between Diane Mendelson and Michael Mendelson? 2. Was Michael Mendelson entitled to the Highland Park home based upon Diane Mendelson’s 2011 Trust?

A. Did the 2011 Trust validly revoke the 2006 Trust? B. Was the 2011 Trust itself valid? C. Was the Highland Park home an asset of the Trust?

DID THE 2005 DEED VALIDLY TRANSFER THE REAL ESTATE INTO A JOINT TENANCY BETWEEN DIANE

MENDELSON AND MICHAEL MENDELSON?

1. In order for a deed to transfer title to property, the deed must be signed, sealed, and delivered. Nofftz v. Nofftz, 290 Ill. 36 (1919). So that’s where we get that saying. 2. Even if a deed is executed, it conveys no title unless it is proven that it was delivered. Nofftz.

3. The mere placing of a deed in the grantee’s hands does not in and of itself constitute a delivery. Sample v. Geathard, 281 Ill. 79 (1917).

4. For a deed to be valid as an instrument of conveyance, there has to be delivery with the intention of passing title AT THAT TIME. Rouland v. Burton, 296 Ill. App. 138 (1938).

5. If a deed is intended to become operative only in the event of the grantor’s death, it would be a testamentary disposition and would have to conform to the requirements of the Statute of Wills. Rouland.

6. There is a presumption that a deed has been delivered in a case of voluntary settlement by a parent upon a child in which there is a life estate in the parent. Nofftz. However, this is a rebuttable presumption.

7. When the grantee obtains possession of, and records, a deed after the grantor’s death, delivery is not presumed. Foster v. Foster, 273 Ill. App. 3d 106, (1995).

8. A trial court’s finding that a delivery did or did not occur will not be disturbed unless it is against the manifest weight of the evidence. In re the Estate of Wittmond, 314 Ill. App. 3d 720, (2000).

9. Justice Schostok found Judge Fusz’s determination that there was no delivery of the deed, was not against the manifest weight of the evidence.

A. Even though the deed was between a parent and child, there was no presumption of delivery due to the deed not being recorded during Diane Mendelson’s lifetime. B. Diane Mendelson made several representations to others that she was the sole owner of the property, including;

1) The State of Illinois in order to get a deferment on paying part of her property taxes. 2) The attorney who prepared the 2006 estate plan when she placed the home into her Trust. 3) Fifth Third Bank when she refinanced the home in March 2011.

C. Michael did not exercise dominion over the property;

1) Prior to Diane’s death, Michael did not indicate to his brothers, or anyone other than the attorney who drafted the 2005 deed that he was an owner of the property. 2) Although Michael made some mortgage payments on the property, by his own admission, those were in lieu of rent. 3) Although Michael claimed to have made payments associated with maintaining the house, those were from an account with commingled money from himself and his mother.

4) Judge Fusz had made a specific finding that Michael was not a credible witness.

WAS MICHAEL MENDELSON ENTITLED TO THE HIGHLAND PARK HOME BASED UP DIANE

MENDELSON’S 2011 TRUST?

Did The 2011 Trust Validly Revoke The 2006 Trust?

1. Where a method of exercising a power to modify a trust is described in the trust agreement, the power may be exercised only in the manner described. Parish v. Parish, 29 Ill. 2d 141, (1963). 2. The 2006 Trust allowed for its amendment (1) by an instrument other than a Will; (2) signed by Diane Mendelson; (3) referring to the 2006 Trust; and (4) delivered to her during her lifetime.

3. The delivery requirement was automatically satisfied the moment Diane Mendelson had the 2011 Trust drafted and signed it. Whittaker v. Stables, 339 Ill. App. 3d 943, (2003).

4. Thus, the 2011 Trust complied with the provisions of the 2006 Trust regarding amendment or revocation, and, the 2006 Trust was effectively revoked.

Was The 2011 Trust Itself Valid?

1. The elements of a valid express trust are: (1) intent of

the parties to create a trust, which may be shown by a declaration of trust by the settlor, or by circumstances that show that the settlor intended to create a trust; (2) a definite subject matter or trust property; (3) ascertainable beneficiaries; (4) a trustee; (5) specifications of a trust purpose and how the trust is to be performed; and (6) delivery of the trust property to the trustee. In re the Estate of Wilkening, 109 Ill. App. 3d 934, (1982). 2. Justice Schostok found that the first element was met when Diane Mendelson (or the attorney who drafted it) titled the document “Living Trust” and indicated that Diane was establishing a lifetime trust.

3. The second element was met when the document indicated that Diane was transferring $10.00 into the trust estate.

4. The third element was met when she identified her 4 sons and indicated that she intended to provide for all of them via the trust.

5. The fourth element was met when Diane identified herself as the Trustee and her son, Michael as the Successor Trustee.

6. The fifth factor was met when the document contained 11 articles which set out how Diane intended that her assets be managed during her lifetime and distributed upon her death.

7. The last question to be answered on appeal was element six;

Was The Highland Park Home An Asset Of The Trust?

1. Judge Fusz had found that because no deed had been executed or recorded transferring the property at 1509 Arbor, Highland Park into the 2011 Trust that it was not. 2. A deed does not need to be recorded to be valid. Schaumburg State Bank v. Bank of Wheaton, 197 Ill. App. 3d 713, (1990). Recording a deed affects that deed’s validity only against bona fide purchasers, (id.), something that was not an issue in the instant case.

3. Does the law require that assets be formally transferred to the trust or are the trust documents alone sufficient to bring property into a trust?

A. Apparently, there were no cases on point in Illinois and this was a question of first impression. B. Justice Schostok found the Kentucky case of Ladd v. Ladd, 323 S.W.3d 772, (Ky. Ct. App. 2010) and cases from other jurisdictions cited in it, as instructive and relied, at least in part, upon it. C. There, the Kentucky Court held that a declaration of trust is enough in and of itself to effect a transfer where the settlor names him or herself as trustee. A

declaration by the settlor that he or she holds the property in trust for another, alone, is sufficient. D. Justice Schostok also relied upon and noted that the Section 17 of the Restatement (Second) of Trusts, and the comments thereto, was in accord. Section 17 states that a trust may be created by various means including by “a declaration by the owner of the property that he holds it as trustee for another person.” The comments provide that “if the owner of property declares himself trustee of the property, a trust may be created without a transfer of title to the property.” E. Justice Schostok also relied upon Section 10 of the Restatement (Third) of Trusts, which states that the law does not ordinarily require acknowledgment or recordation, or other formal change in ownership records or documents of title, for the effective creation of a trust. F. So . . . Justice Schostok concluded that a settlor who declares a trust naming himself or herself as trustee is not required to separately and formally transfer the designated property into the trust. As such, Diane’s declaration that her Highland Park home was part of the 2011 Trust, of which she was the Trustee, actually made the home part of that trust and conveyed 100% of the interest of that home to her son, Michael Mendelson, upon her death and reversed Judge Fusz.

G. Cheer up Mike, at least Mary affirmed your decision that Michael Mendelson was not entitled to compensation pursuant to Section 18-1.1 of the Probate Act for care provided to his mother during her lifetime. If this applies to real estate, then it would certainly

also seem to apply to bank and investment accounts as well, possibly obviating the need to retitle those accounts into the name of the trust.

If you say in your trust that you are conveying all of

your property, both real and personal, whether currently owned or acquired in the future, then do you need a Pour-Over Will? Doesn’t seem so under the logic of this case.

Will a PLA be filed with our Supreme Court? Only

time will tell. However, I spoke with the attorney for Mrs. Mendelson’s other three sons on October 13th. They are filing a brief on October 15th asking the Appellate Court to reconsider and modify its decision. If the Appellate Court does not, he advised that they will file a PLA. Since the trust is part of the public record of the case, he provided me with a copy of the trust, which I am sharing with you. Their focus will be on what was, or was not, contained in the 2011 Trust about the property.

The trust did not contain a schedule of assets which

listed the real estate, or anything else, as an asset which was to be transferred to the trust. Nor did the trust contain

any specific language memorializing an intent that the real estate be a part of the trust. Rather, paragraph 3.4 of the trust states:

“Real-Property. On July 14, 2005 I had quit-claimed the property located at 1509 Arbor Avenue Highland Park, Illinois, to my son, Michael Mendelson, in Joint Tenancy with the Right of Survivorship as such it was my intent at that time as it is my intent today (i.e. the execution of this instant Living Trust) that the real property located at 1509 Arbor Avenue Highland Park, Illinois, upon by death shall become the sole and exclusive property of my son, Michael Mendelson.”

Does that language state an intent by Diane Mendelson that the property was to become an asset of the trust? I would probably agree with the attorney for her sons, Robert, Ronald and Daniel, that it does not. I also think that the attorney drafting the trust needed to do a better job of proof reading.

My personal recommendation, whether the Second

District Appellate Court decides to modify its decision, or, the whether the Illinois Supreme Court decides to take up the issue or not, is that it is by far better practice to still do the Deed in Trust conveying the property into the Inter-Vivos Trust and record it. I would also recommend retitling the financial accounts, especially if they cumulatively exceed $100,000.00, and the intent was to avoid Probate. At the VERY least, use a Schedule of Assets and list all of the property or accounts which are to

become a part of the trust, in it. Lastly, I have to wonder how title insurance

companies are going to react, and what they are going to do, if this decision remains in full force and effect.

FROM

DIANE MENDELSON LIVING TRUST

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r, DlANE J\.1ENDELSON. h<i\' e lransierred te n do llars to myself as trustee_ T hat a~sc t and

any o the r assets received the tru s tee (t he "trusl cs ta e") sha ll be he ld in trust subjec t to the provi s io ns of this

instrument . This T rus t Documen t revo kes any and al l prior trusts .

Article 1 Introdu ction

J. 1 Fami ly. My spouse, LEO MENDELSON . is deceased and 1 ha ve no t s ince re m a rried . I have four

c h ild re n no w li v in g. namely : ROBERT MENDELSON, an adult; MI C H AE L MENDELSON. an adul i ; RONALD MENDELSON , an :id ul t. a:1d DAN IEL MENDELSO N. a n adul1. I intend b y th is

instrument to p rov ide fo r all m y c hildren.

1.2. Nnme o f Trus L The name of 1hi$ tru $t , 3s ame nded a l ~ n y tim e a nd fro m time I•• li me. s h~-tll be lh l.? D IANE MENDELSON LJ V J G TR UST .

Article 2 Lifetime Trust

Z. 1 R igh t T o Ame nd o r & vo ke _ I res<:r" e 1hc 11gh1 fro m t ime 10 rime co ;.irnc nd o r re ' '<) ke th is ins tru:ne nt in who le o r in pa n by ins trumen 1 (01 he r than 11'1) Wi /i) s ign ed by me. CH" s ig ned by nw agen t ac 1in g un der a sra ruro ry po wer o f art o rne y ,pe;c ifico tly au 1ho r iz in g m y agent lO am end o r revo ke chi s ins trum ent in whD lc u r in pa rt. dc li vcrc cJ to th e tru s t ~'(' dur ing m y li fe. lf r rcvo ~ c: chis instrument. the

trustee sh ;i/I de liver rile trust es ta te ro me or " ~ I d irect.

2.2 Payments Durin g My Li fe _ Duri n g m) life. 1ht: Lit'ctime Trus t shall be nd mi n is1c red fo r m y p rimary benefit. As lo ng ;;is l am no t in c:i paci tated . the trus tee shall pay w m e as much o f the incom e an d p rinc ip<i i as I s hall req ues t fro m 1im c to 1ini e _ If I become incapac itated_ the n while I am incapacila.tcd . the rrus tet: (<1) s ha ll pay to me as mtJCh o f the inco me and princ ipa l a~ the tru s tee cons iders advisable fo r m y heal 1h, m3 int cn3ncc in rea5onab le comfort. o r bes t in te res ts and (b) m ay pay as muc h o f the income and p ri nc ipa l as rhe tru s tee cons iders necessa ry fo r th e hea lth ,

maintenan e in reasonable comfon. o r ed uca tion o f an y perso n dependent o n m e. Any in come no r s o

paid in each year a nd any incom e not so pa id a l m y de ath shall be added lO p rin c ipal.

2.3 De tcrmina c_io n o f Inc apac it y. I s h a ll be inca pac it :ited ii lam unde r a lega l d isab ili ty o r una b le to give prompt and inie! ligent co ns id e ration to f inan c ia l :o. ffa irs_ The dete rmina t io n o f 111y inab ilitv s hal l be made in wri ti ng. s igm:ct by two licensed p hys ic ians w ho h ove L·,,am in ed me per:s~n ally. and deli vered ro th e tr us tee . The trus tee rn<.iy re ly cun <.: /u ;ivc /y o n th<ll w ri t in g .

2.4 Exclus io n Gifts . If I beco me inc apacit:ited . th t n w hil e l am incap aci tate d. the lrustec may make Annual Excl usion G ifts and Tuitio n a r.d M edic a l E xc lus io n Gifts fron1 the pr inc ipal o f the Life time Trus t to a ny o ne or more o f my de.<;cendan1 ' ;rnd thei r spo uses in am o un ts the 1rustee co ns iders appropria te.

(a) Annual Exc lu:>ion Gifts. A nnu al Exclu ~ i un G ifts s hall be macle in suc h ;i m a nner as to qualify for the federal gif t tax "annu a l exclusiun" umkr Co de 225 03 (b). A nnual E xc lus ion G ift s tu e ach

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person in any calendar year sha ll not exceed the maximum allowable amount of tile annua l exc lusion for an unmarried donor or rwice that amount if I am married at the ti me of the g ift.

(b) Tui tion and Medical Exclusion Gifts. Tuition and Medica l Exclus ion Gifts sha l l be made in such a manner as 10 qua l ify for the federal gift ta x exc lusion under Code 2503(e) . "Tuition and Medical Exclusion G ifts" means amounts pa id on bchlllf o f a person as tuition to an ed ucationa l organizati on for the ctlu<.:atinn nr tra ini ng of that person or to a medical c<1re provider fo r the medical care oi that person.

Article 3 Gifts on My Death

On my dc3th , the trustee shal l d ist ribut e the fo l l0w 1ng gifts from the tru s1 es tate:

3. J Tangible Personal Properw. The trustee shall make gif ts of tangible personal propert y as I di rec t by any written in ~ trumc nt signed by me. "Tang ible persona l property" means all persona l and househo ld effects. Jewelry. <iuwrnobiles. C()i lections, and other tangible personal propeny th at I o wn at my death or that is then included ~s part u f the trust es tate (i nc lud ing insurance thereon but exc luding business use propen y, precious m erals. and unset gems) . l may from time to time 3mencl or revoke the wr ill cn ins 11·umen1. and any s1.Jbscq 1.Jc n1 instrumen t shal l control 10 the ex tent it conflicts wi th pri or ones. A n y cecisions made in good fait h by the trnstL·c in di str ibuting tangible persona l propen y shall no t be subj ec t to rc ,·icw, and the trus tee shall be he ld harmless from any cost or liability as 10 th ose cec isions. 1 sha l l be deemed to haw: left only those w rillen instruments that the trust ee is able to f ind :iiter reasonab le inqu iry w ithin 60 days af ter my dea th.

3.2 Gifts of Rcm~ i n i nc Tangib le Per~Q.!J..'1.lJ'roQte!!.Y. I give all tangib le personal proper ty 110 1 o ther"-·i sc effecti,·cly d1~poscd of in shares o f equal value 10 my children who surv ive me (10 the excl usion o i the dc:scc.:ndanLs n l any ch il d w ho does nnt surv i ve me). to be equa l ly d iv ided arnong 1hern share <in d share al ikc.

3.3 Gif t o.f...f?l!Lrnc c of the Trus t Esta te. l gi ve the bal ance of the trust c.<:tatc in shares o t equa l va lue: to my survi\·ing chi ldren. subJCCt lt) th e C1111c1 ·s Scparnl c T rust w i1hho llting prov isi n~ o i t~ rti c l c -l.

provided th:it i f a child o f m ine prt·deceases me bu t a descend;int of the chi ld surviv e, me. the tru.q ee sh:il l distr ibu te the sh<i rc that woul cl have been ~ll oca 1 ccl for the deceased child . if l i ving. per st irpcs 10 t~c child' s descend a nt~ who s11rvive me, subjcc1 LO the withholding provis ions o ( A rtic le 5.

3.4 B,eal -Propen v. On July 14. 2005 l had quit-Cl3imcd the prupeny loc;i ted <it 1509 A rhu r A ven ue Highland Park. llli no i ~ . to m y son. Michael M endelson. in Joint T enancy with the Ri ghi o f Survi vorship as such i t was my intent at rhat ri me as ir is my imen1 roday (i. e. the executi on o f thi s instant L iving Trust ) that rhe real propen y , Jo::ated at 1509 A rbor Aven ue Highli.ind Park. Illino is. L:pon by deat h shall become the so le and excLtsive properiy of my son. Michael Mendelson.

3.5 Survivorsh i p. Only pcr1:-ons liv ing on th e 30 111 day after the day oi my deach sha ll be deem ed to have su rvived me fo r pu r po~cs o f this A rt ic le.

Article 4 Child's Separate Trusts

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Any trust property alloca ted for a child of mine su.bject to the Cl1 ild :S Separate Trust withhold ing prov isions sha ll be added to or used LO fund the princi pal o f a Ch J!d ·s Separa te Trus t f o 1 the child .

tru ste~ shall adm ini ster each Child's Separate T ru st as fo ll ows:

4.1 Mandator y Paymen t .Qf Income. The rrusr ce shal l pay al l rile income to the child

The

4.2 Discretionarv Payment o f Principal. T he trustee ma y. pay to the child as much of the principa l as the trustee from t ime to ti me considers necessary ior the healt h, maintenance in rea sonable comfort. o r

education uf the chi Id.

4.3 L iktimc P.pwer o f App~[r)tmcn t . The chi ld sh <.111 h<ivC ;i pnwer of appoi ntment lrom ti me tu time

over w muc l1 or al l u f the princ ip<.11 uf tile tru sl.

4.4 Power o f Appo in tment at Dea th . On the dea th of the ch i ld. the tr ustee shall d ist ribu te the Chi ld 's Separate Trust co any one or more persons. 11rganizat ions. and th e chil <i" s es tate ;;is the child appo ints by w ill. specific3tly referring to this pc>we r o f ~ppu i ntme n t.

4. 5 Dis tr ibution on T cnninat i<>.r! O n the dc:ilh oi the chilJ . the truste<;; shall dis tribu t~· the C h 1kl" ~

Separate Trus t no1 effec tively appo inted as io l low s.

(a) A ny Descendant L i v ing. lf the ch ild h;is a descendan t then l iving. per st irpes tn 1he child ' s then li v ing descendants. subjec t 10 rhe Child 's Sep;ir~t c Trust w ithho lding prov isions o r

(b) No Descendant Li v inl:' If the chi ld has 11r1 dcs;:cndani then li v ing b •;t J have a descend an t then liv ing, to the truscee to alloca te in shares of equal value for my tlien li vi ng chi ld ren, subjec t to the Ch ild "s Separate T rust withholding prov isions. prov ided rhat i f u chi ld o f mi ne is not th en li ving but a descend ant o f the c hi ld is rhen liv ing , !he trus tee 5hall dis tr ibute the share that w o uld have been

all ocated for the dee :ised ch i ld, i f l iv ing . per st irpes w th e chi ld"s then living desc e ndant~ .

Arti c l e 5 Dist1·ibutio n to Benefic ia ri es ·u nder Prescribed Age

Any propeny tn be dis lr ibu1~ d (o ther than a disc rc tion <.1r y pay ment o r ~: d istr ib utio n purs ua n t 10 a power o f appointment) to a bcnefic i.iry who is no t a child d mine and i ~ under age 25 <il the ti mL' o i d istr ibution ~ hall immedia tely ves t in the bencfic i;iry, b ut the trustee sh8l l retai n the µropcny c~ a separate trust fo r the benefic iary on the fo l lowi ng terms . The trustee may pa y to the benefic iary as muc h o f tile incom e and principal as the cru stee deems ad vis~ ble fo r the benefic i:iry ·s health. ma intenance is re:isonable comfon. educa ti on, o r best i n te res t ~. Any income no t so p3id in e::ich ycJr .~h a tl be added co p r inc ipal ;;t the end o f each year. The 1ru5tee sh;; IJ d1slr ib ute rhe rem ai n ing trust ::JSSt! tS to the benef iciary w hen the benefic iary

a1tains agi;: 25 or to th e be ncficia ry·s es tate if the benef iciary dies prior 10 n:ceiving the as ;c ts . If at lhc time

the trust is crea ted o r d ur ing the adrni ni strari on of the tru st th e benef ic iary is under age 21. the trustee may

tennina te rhe trust ;md dist ri buc e the propen y to a cus cod ia n for 1hc bcnclic iary under a Unifo rm Trans fer.~

or G i ft s io Minors Act.

Article 6 Contingent Gift Provision

On the death of th e last to d ie o f all beneficiories of an y trust (the " terminatio n date ""). any o f th e trust not

otherwbe distr ibutable shall be di:; tri bu lcd to my heirs. H eirs and rheir re$peccivc sh;m;s sh<rll be

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determined under thl: laws of de~ccnt and di;:tr ibu tiun o f I ll ino is at my de<ith for propcny lnca tcrl in lll inn is ~s if J had dies on th<.: tc..: rminat ion da te unmarried and domic iled in l l l inoi".

Article 7 Trustee Succession

7. 1 Trustee D<.: ~ig na tio n . I sh;tll b<.: trustee sn Jong as I am ab le and w illing to act as trustee o f trus t.

7.2 Successor Trustee . When I cc:i se to ac t as trust ee. MICHAEL MENDELSON sha l l be tru stee .

7.3 Resign ati on. A trustee m<.t y resign il l <in y time by signed no ti ce tn th e en-trustees. if any. and to the income benefi c iari es .

7 .-i l:ld iv idual Tru ~ L C<;; Succc, s10 11 . £ach ;ic ting indi vidu;d trustee (unless limited in the in,1rumc n1 in which th e trus tee was des ign:-ncd) mav , by signed instrum en t fi led w ith the. trust records. ta) design.He cne or more indiv iduals of qua li fied corpor<i tions w act with or m succeed the trustee consecu tively <..'r concurrently . in ~ny stat ed comb inat ion and on any stated con tin gency. and (b) ameid o revo ke th e de:; ignation bcf re the designated trustee beg ins to ac t.

7. 5 Defaul t o f Des ignation. If Jt any time n u " t ru ~tee is ac ti ng and no des ignated trustee is ab le and willing to act. then the fi rs t o f the following whn is :iblc :ind wil l ing tn ac t sha ll be trus.cc :

a) R ONA LD MENDELSON:

b) DANIEL i\. fENDELSO N:

c) ROBERT lvJENDELSO :

A ny ind iv idual u r q11.1l1f1 ec1 eorporJt ion appo inted in an instrument signed by a m ajor it y of the incom~

bcndic1 ari cs

7.6 Corporate T rustee Subs1i1u1 io n. A C<>rporate trustee mav be removed at any t irnc by <•n inst rumeni signed by a major i ty of the income b<:ndicia r ies but only if. on or before the cf~cc J ivc date of rernov <1l. il

qual if ied corporati on h;:is been appo inted corpunne tru stee in the same manner.

Article 8 Trustee Actions

8. 1 Control. Excep t a.; 0 1he r w i ~c prov ided, whene ver more than o ne trusiee is acti ng. the "" tru stee" me<1ns al l trustees collec1ively. and a r:iajor i ty o f the trustees qua l ificcl w p<inicipate in an action o r decision of the trus tees sl1all control . An y l J"ustce who is nnt qualified to part ic ip;ite in or disscn1' from !> uch action or decis ion sha l l nut be liab le th erefore. ·

S.2 Accountinr:s. Upon wriucn n:qut:SI. the trustee shall send a written account of all 1rus1 receipts .

disbursem en ts. and transacti ons and the property comprising the tru~ l to each income bene fi c iary and. al the op tion uf the tru stee. to the future benefici;mes of the trust. A future bencficiuy o f a tru st is a per!<on to whom t h~ <t~SC t~ o f the tru$t would be di:-aributed or distribut<ible if the tru st then terminated .

rROf1 Oct . l 7 20 11 04 : 56PM PS

Unless cou rt proceed ings on the account arc.: commcnccrl wi thin three months <iftc r the accoun t i s scnl. the accou nt shall binJ and be deemed appro ved by all of the fol lowing bencficiari -::::; w}1o h;ive no t fikd w ritten objec tio ns w the <1cco unr with the tr\JStcc wi rhin three months after the account i.- sen t. and ihe tJ'u stee shall be d(:)emcd rele<1:;e<.l by all wch bendiciuies from liabil i ly for al l mallers cove red by rh c account as though such account was appro .. ccl by :i coun u f co mpe tent jurisdictio n: (a) each beneficiary to whom the account was sent and (b) if the ~ccou n r was sent to al l income and future benef ici aries of the trust, then al l beneficiar ies o f the trust who have any pa:; t, present. or fu ture interest

in the matters co ,;cred by the account.

8.3 Trustee's Righi to A.::cou nt Se ttl ement Be fore Distribution . Before d istributi0 n o f any trus1 princ ipa l. the trustee shall h;;ve the right to require sc ttleml!n l o f ::i ny ope n accounts of the trusr fro m which the d istributio n is being msde, ei ther by th e \\' r i tten approva l and rclc3se o f all benefi c iaries hav ing and interes t in the d istributi on , i f th e releases canno t be ob ta ined. by court sett lement o f the open accoun t ~.

Al l the trusree 's reasonable fees ancl expenses (inc lud ing allorneys' fee) auributalile to approval o f th e tr ustee's accounts shall he p<.tid by rhc trust in vo lved.

8.4 Acceptance o f Prcdcc <:_~sor'::. .'\ccoun ts. On th <.: signccl t1ircc1ion of 1he income benefic iari es. the tru stee shall accep1 without e.x:imin:it1on the accounts rendered and pmpeny del i vered by or for a predecessor trustee or my executor. S lJCh 3cccptance ::.h.i ll full y d ischarge 1he predecessor trusree or my execu tor and shall bi nd a ll b1:neficia r ie::.,

8.5 Notice. 1f a beneficiary is under lega l cJis::ib i l ity . the trustee sha l l g ive an y no tice o r accouming ro 1he

beneficiary's personal representative , I any . and if none. ro a paren t o f 1he benefic iary, if an y, and if none. tO any person who th e trusree believes has demonstrated concern fo r the in tere~ t of !he benefic iary . That person may sign <iny instru menr for the bene fic iary.

8.6 Spec ial T..J.ustees. If the trus1ec (the "pr inc ipa l trustee") is \1n ab le or unwi l l ing to C!C l <is trust ee a~ to any propen y. such person or qualified cnrpo r;H1on «S the principal tru s1cc shall design;i tc by signed insrrumcni shall acr as spc'c ial tru stee as t0 that propeny. Any specia l trustee may rt:s ign at .iny ti me by g i v ing wr it ten notice ro the p ri nc ipal trustee. The specia l trustee sha l l have the powers granted to rhe princ ipal trustee under th is instrumen t. to be exercised w it h th e approva l of rhe princi pal trustee . Nu income and any proceeds o f sa le shal l he pa id to the pr inc ipal 1rustee. to be adm in istered unde r this ins trumen1. The pr incipal t ru~ t ee m<.ty remove .ind r.;pl a!=e 1he special trus let' Lt t any lim e.

S.7 ~...egarion to Co-Tr.u51ce. Any ind ivid ual rrustet: m;iy clelcga rc any or all u f that tr ustee' s po wers and duties to a co- trustee , except tha t no trustee shall be perm itted to de legate ;:111 _y discrerion w ith respect 10

rhe distribut ion of income o r principal 10 a bcncf ic i<iry. Any delega tio n may be fc ·r <i definite or indefinite pe.r iod and may bf;.) revoked by the delega ti ng 1ruslcc. A ny delega ti on or rcvoca 1io n shall be in wri ting, sig.ned by the dclc:g:iting tru stee. and del ivered to the co-1 rustce to whom the dc leg<Hion is made. Any person or insti ruti on mav rely on rhc '-"' ritren cer ti fi cai ion o f a co -trustee lh<1 I !he co- trus tee has !he power to ac t wiihour concurrence o f an y o ther trustee. provided, how ever, that the co-t ru stee shall a1.rneh to the written cenifica1ion a copy o i the instrument :by which the po wers and duti es have been delegared_

8.8 Compensaiio n. The tru stee shall be entitled to rei mbursemen t fo r expenses and ro re;isom1blc

compensatio n.

8 .9 Determim1tio ns by Trustee. T he ll'US tee · s reasona ble dcicrrn ina ti on of an· qucs tiC'n o r fac t sh al I b ind all persons.

S. I OTh ird-Pany Dea_!~. The l rustce·s certificat ion that the trustee is ;ic1ing acco rdin g lO this instrument sh all protect anyone dealing wirh 1hc tru$l.X. N n one need see to 1ht.: «pplicati on o f money paid or property delivered lo the trustee.

8- 11 Exoneration o(Trus tcc. Any indi v idu1tl lrusl1.:<.: <lcting in good faith sh;.i ll nor be li ab le for ;iny ;.ic t or

omission. No trustee sl1i.1ll be liable for any ac t or om iss ion of another trus t ~e.

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8.12Bori..9_, No trustee need give bond 10. qua li fy before. or <iccoun1 10 any coun.

8. 13Powers of SuCCC',~_so r Trustee. Un l cs.~ express ly l im ited, each successor trustee sh;il f have :i ll the 1:1ics. powers, cl uii e .~: discrctiom, and immunities of the or iginal lru:< tt;c.

Article 9 Trustee Powers

Jn addi rion w ;;II pt)WCrs granted by law . the t ru ~ t ee shall have the foll ow ing powers. to be exerc ised in a

fiduc iary capac ity :

9. 1 Reten ti on. To reta in any proper ly transferred to the trustee. rega rdless of d ivers ifi c<llion :rnd regard less oi whe: h0r rhe property would be cons idered a proper trust inves t men•:

9.2 Sa le. To se ll at public or pri vate sale. con tract to sel l. grant op ti on~ 10 l.l uy. convey. transfer , exchange. or par tit ion any real or personal property o f the trus t for such pri ce and on such terms as Lhc trustee scl'.s (it;

9.3 Rc<i l ancl Tangible Pcrsomil Prrmeri v. To make leases and sublcttS(;S ttnd grnnt \>ptiirns to lease. although the t erm~ 1hcrcor commence in the future of extend beyond the termi na t ion o f any trust: to purchase. operate, ma; ntain. im prove, rehabll itare. alter, demol ish. abandon. re lease. or dedioue any rea l o f tangible personal property ; and ru develop or subdivide real property . grant e;o~ement s, and l;!kC an y other ac tion wit h re.>pect ro real or tJngible personal property that an indi v idua l ow nt'r thereof could til kc;

9. 4 i;inrrow inl.! To bur r()W money fro m <m) lende r. ex tend or rL'nL·w any e,\ isti ng indcbtcdnc-ss . 0111d mon gage or pledge an_v prop<: rt y in the trust:

9. 5 Jnvestin g. To invest in bom1s. common or preferred ~ t oc k s . notes. options. con1mon 1ru s1 fund~.

mutual funds , shares of <1ny 1 nv c~tmen t comp;iny of trust. or o ther securi ties. life insurance. partnersh ip interes ts. general or lim1 1ed. limi ted liability company interes ts. join t ven tures. real cs1a 1e. or other properi v of any kind , regard less of oi v c 1·~ifica1i o 11 and regard less o f " ' hcther the propert y would be conside red a pro pr.: r trust i n ve~tmcnt:

9.6 Joint Jn ve ~tmeni.~~ D ism bur ion: Dc1enninat ion 0r Yalu~. To make j o int investment ~ for 1wo or more trusts he ld by the same rrusree: to distr ibute propert y in cash o r in k ind. o r panl y in each : Jnd 10 al loca te or d istribute undi vided interes ts. differen t property. or disproportionate in teres ts 10 the benefic iar ies. and to dc1em1 ine the va lue of any rropcrry so all ocated or d is tr ibtJ!ed; hu t no adjuwrn:n l shall be made to compen~a t e for a di~propor1ion at c allocation of unrealized gain for federa l incoml' tax purposes. and no aci inn taken by 1hc trustee pursuant 10 th is paragraph sha ll be subj ec t 10 quest ion by nny bene ficiary : ·

9.7 Rights as to Securit ies, T o have :di t!rn rights. powers. and pr ivi leges o f an owner o f Ilic sec ur i ti es he ld in trust. includi ng. bu t nor limited to. th e powers 10 vote. g ive proxies. and p;iy ;i ssessmen is and to partici pate in voti ng trus t~ . pm) li ng 3grcemcnts, fo rec losures. reorga niz<Jtion~. cD 1 1w li di:!lion~.

merge rs. and liquid ations and . incident to such part ic ipati on-, to exercise or sel l swd ~ u b~cr i p ti o n or conversion rights ;

9.8 Conser va tion of Assets To take any action tha t an indi vi dual owner of an as.~e t could tJke w conserve or rea l ize the value of the asset and wi th respec t 10 any (orcclosurc. reorganizati on. 0r other cha nge wi th respec t to tile i:lssc1:

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9.9 Delegation . io employ age nts. attorney s. a11d prox ies of all ty ped (including an y fir ~ 1 in w h.ich a rela ti ve of mine or his or her spouse is a panner, assoc iate. or empl oyee or 1s o therw ise af fili ated) and

10 delega te 10 them any powers the trus1cc con.~1dc r s adv isab le;

9 .10 Pn ymen l of ExpcMeS anu ·ra>.cs. Tn pay ;lll t:Xpt!n>(;~ incurred in the <1 clm in istn tiv n of the trust. :.i nd

to pay al l taxes impose d nn 1hc trust:

9. 11 De1erminat ion o f Princ ipal and Income. T o determine in ca se~ not covered by stallltc the al location of receip ts and cl isburscm cnts between income and principal. e>.ccpt th at (a) if the 1rus1 is benefi ci ary ci r owner of iln ind iv idu;i l accoun t in any employee bene f i t plnn or indi v idual ret irements plan. income earned aft er dea th in the account ~ hall be income o f the trust. and if the trus tee is requ ired to pay al l trust i ncome to a benefic iary. the trustee sha ll co llect and pay the incom e of the account to the benef ic iary at least quarter ly (and to the e .~tc n t tha t <Jll income cannot be co llec ted from the accoun t. :he deficiency sha ll be paid from th e pr incipal o i the 1rust) : (b) reasonab le res£> r ves fo r deprec iation. deplet ion, and obso l e .~cenc<: may be es 1 abli ~h ~-d ou t of incom<.: and cred ited to pri nc ipal on ly to ihe ex tent th al the 1rus1ec dc1crm i nc~ tha t readi ly marketable assc1s in the princ ipal o f the 1rus1 w i l! be insufficient for any rCnOV~ t ion, major rernii r. 1rnprove111ent. L)r replacemen t Of ( rt " ;\ [JropCrty tllat the trustee deems adv i.sal)lc. <ind (c} an y r rem iu m pa iri for intcrcs l -hcaring debt obliga tions shall be

amortized as an income expense;

9.12 Dea li ngs wirh Fid uciaries. To ck~I " ·i th. purch ase a :;:;.ct.~ from . or rnskc loans 10 the f iduc iary oi an y rrust made by me or a trm t ur .;s1ate in wh ich my benef ici ary under this tru :; t has an interest. cvcn though a tru stee under th is instrument i:; the f iduc iary. and 10 rc tain _a ny assets o r loans so ncqui rcd . regardless o f d i versif icat ion and regardless of w heth(;r the propert y would be considered a prope r trust in vestment: TO dt>a l wi th ii corporati on trus tee under Lhis instrurnenr ind iv iduall y or a parent o r affi l iate com pany : <Ind t<> deal with 1hc fiduc iMy o f any o ther estaie. 1ru st. o r cus1odial account even though the ficl uc iary is a trustee under thi s ins1rumen1;

9. l 3 ·Coniprom 1sing_ClainJ.;?. T o l il ig iJ1 c. c0rnp1nllli~t· . ~ct il c. 1)r abandon ilny c laim o r dem"nd in fal' or o f o r aga ins1 the trusr:

9. J 4 Nominee ~rra ngcmcnts . To hold ;iny asse t in 1h<.: n;1mc n f a norni r1cc. in [)CMcr rn rm or n 1hc.rwisc. wi thoul d isc los urn o f any fiduc iar) rela ti onship :

9. 15 Elect ions Under Re t irem ent Pl;ins . To lcct. purs ua nt w lhc terms o f any emp loyee bcncli1 pla n. ind ividual retiremen t p lan. or in~urance con1raet. the mode o f distributio n o f the proceeds thereo f, or change the benefic ial ownership. and no <idjus1111ent ~h <i ll b<.: made in the inlcrC $1S n i 1he bencf ic inr ics to compern;a te fo r rhe effec t of the elec tion or clwnge:

9. 16 L iabilit y Insurance . T o purchase liabili ry and casualty insurance of ;my ki nd for the protec tion o f the 1rust c.q ate. including c ~ >mprc h cn ~ i ve liabil it y insurance:

9- J 7 Accepti ng 0dd it ional PrnJ2LTi v. To iJCCqJI adu i ti onal propen y from an y so ur..:C' iJ nd ;idm inister it <JS a part o f the rrus t and . i f the add i tion 1s made by a wil l. to accep1 the statement of thL' persona l represen t.'.ltive of the esta te of the transferor rha t 1he propcn y de li vered ro the trustee consti tutes all o f the propt~ rt )' to which the trustee is en ti l l ~ cl without any duty to inquire into the rep rescn tati ve·s adm in istration o r accounting ; ·

9. 18 Environmenrn l Maw~rs . To inspt>ct and m::>ni tor businesses and real property (whet her held directl y or throug h a partn ersh ip. co rporation, trust, on o ther entity) for e:w ironmcnr al cond itions o r possi b le v io lati ons o f environmen tal laws; to remedia le envi ronmen tally d;im aged propenv or to take steps to prevent env ironmt!ntal damage in the future. cv:::n if no accion by pu bl ic or p r iv ,ue panie~ is currentl y pend ing o r threatened ; to abandon or refuse to accept pmpen y 1har m;1y !la ve envi ronmental damage: and ro expend trus1 propen y to do the fo regoi ng; <Jnd no action or fai lure to ac t by 1hc trustee pursuant to this paragraph sh<J ll. be subjce1 o quest ion by any bi.;nd i<.:i ary:

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9.19 Qualified Conservat ion E~semenls. To create, on land meeting the requircmems or Code §203 1 (8)(A). a qualified conservation casemen t. <t:; defined in Code 2031 (c)(8) <B). w ith t) r withou t th e consent o r any beneficiary . and to make the elec tion prov ided in Code 203 1 (c)(6): oncl

9-20 6.DililtI!! . .Iakc O~her A ct i_c:?_ns . To clo all o ther ac ts to accnmplish the proper manageme nt. investment . and distr ibution o f the trust.

ARTICLg_l.Q ADM fNI5TRA T JVE P~QV JSIONS

10.1 Adm inistra unn After My De<lth. After m y dea th. the trustee may hold the L i fetime Trust as a separate trust unti l al l payments. alloca tions. and distribut ions from the L i f etime Trust direc ted by this instrurnenr have been completed . lf the Lifetime Tru.q is he ld as a separate tru st under the preced ing sentence. the trustee may from time to time di$tr ibute income or principal 111 sati sfacti on of the succeeding rrusrs. u istrillu ti ve s hare~. ur gifts and sha ll (a) d i:; tr ibute the Li k tim,· Trus t in comple te sarisfaction or such 1rusls. shares . ;>r gif ts J S ~oon as practic<i bk after m y death and (h) distri bu te at least :rnnuall y income al tributable 10 any gift with respect to which a ft:tlern l es tate tax mar ita l deduc tion is allowable in my es t1c1t e.

10.2 Income Pavmcnts: M andatory income pay men ts sh1c1 l l be made at least quart erl y .

10.3 Standard for DiS<;I.QJ.iw1arv Pa ymen ts. In the exerc ise o f di.scrction to make ;i p<1y rncn1 10 a benefic iar v. the trusrec may con.s ider all income 'ind resources known to th<.: trustee to be ~va il abk to the bcncr' iciar)' and the standard o f liv ing of the ()enefic iary .

10.4 No Ad va ncemen ts. No pay mcnr made to Jny beneficiary under th is instrumen ts ~h:dl be crea ted as Jll advance ment.

10.5 A llocctt 10n.0 f Asse t ~ ar.d lnc_Q.nw. For purpo,cs .> f r'u ndin,c; any PL'vun iary g ift s. the trLz., tec rn :q alloca rc 01· d i ~t ri b ute a~sc t s in :my manner. bu1 the trustee shall value each asset ll l 1h i'a 1r ma rket val ue on rhe da te on wh ich tl1e ass<::1 is alloc~ 1 e d nr dis tribu ted.

-I 0.6 Spendt hrif r No i n t e re~ t under th is ins trument shal l be assignab le by any bcne fi ci arv or be subjec t ro the c laims o f his or her creditors . inc luding claims for al imony or separa te m<iiniemrn ce. The preceding ~ t:: nt cnce shal l not be con.s trut'U ;; s res tri ct ing in any way the cxcrci .~e o f 3ny r ight C> f withdrawa l or power of appo in tment or Lhc nbili cy_ of any beneficia ry to release his or her intere:>t.

10. 7 Conso lida t ion and Div ision o fTru.ili. The trusrce may at any time conso l idate 'lny trus t he ld under rhis insrrumcnt wi th any other trust i f the benef ic iaries of the trusts are the s:imc and rhc term s of the trusts are substant ially si mi lar. Furrher. rhc 1rus1ee. in che trustce ·s absolu te discrcrio n. ma y divide a lrusl (the "rni li<l l trusr ") in10 two or more scpar<J te tru~t.s and may .segregate an addi t ion to a tr us t (the "initia l t ru s t")~~ ;,i sq.>::ir<.11e t ru .~ t.

(a) Fune.Jing . Jn rl rv id ing the init ial trus1. i f the di vis ion is to be effrcti vc as o f my death rn as o f chc dea th o f any other person. the trustee shal l fund each separate trust wi th property havi ng an aggrega te f<1 ir m;;rke r value fo irl y representa tive ()f the app1<::c ia tion or depreciation in va lue from the da le uf such dea th ro the da te of division of all property SL1bject to the div ision.

(b) Terms. A tr11s l created p ti rsuanr to this paragraph shall h;;vc lhc same terms and concl 1t i on~ as rhc ini tia l trust. and any reference ro the ini tial lru ~r in chis instrument shall refe r to the t r u ~ l. The r ights of

beneficiarie:> sha l l be detemiined as i f the rrust and the in i tial trust were aggrega ted. bu t ( l ) diffcrcm tax elec tions may be made a' to the trusts. (2) disproport ionate d iscreti onary dis tributio :is may be msde from Ihe trust s. (3) laxes may be paid disproportionately from.the trusts . (4) upon tern1ina ri on the share of a remainder benefic iary (includi ng any rec ip ien t trus t) may be sa ti sfi<:,d with dispropor!ionatt! distribu t ions from the trus ts. and (5) a beneficiary of the trusts may discla im an

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interest in one oi the trusts wi thout ha ving 10 discla im an interes t in another trust. In adm ini sterin g. investing. e1nd dis.Lr ibutin g the asse t:; of the trusts und in maki ng tax el:c ti ons. th.e trustee may consider differences in frdcra l tax a1tributes and all o ther factors the trustee b<.:l 1eves pertinent.

10.8 Accrued and Unpaid.~orne. On the cleilt h of any bencfi ciu ry. any accrued or un p<li cl income shal l

be paid as inc~me t~ the nex t beneficiary succeed ing in tersest.

10.9 Controlling Law . The validity a.rHJ cifect o l ,.:ach trus t and the construction of thi s ins1rumcn1 and of each trust shall be de termined in accordance w ith the la w, of ll li nai s. The orig inal situs and o ri gi na l place of adrninistrat inn of c;ich trust shall a l ~D bL' ll l in oi~ . l>ut the situs and place of adm in istrat ion of any trust 1m1y be trn nsfcrred ;it any tirni.: to any place the trustee detcnnines to be for th e bi.:st in teres t

of the tru sc.

10.1 O Life Jnsuranc.e. I retain dur ing my li fo all rights under insurance po licies payab le to he trust2c, including the right to change the benefic iaries and to assign an y pol ic ies to any lender, inc lud ing an y trustee, as securit y for any !o<in. Dur ing m y li fe tbe tru stee sha ll have no responsibility with respect 10 the po l icies for the pay men t of p remium~ m otherwise. A fter my de::ith. the trustee shall take w hatever ac tion the trustee conside rs best tu eullcct the proceeds of any p<i l icie~ then p:iya ble to the trusree. bu t the trustee need not incur e.>.pcnse or take lega l proceeding~ unl ess indemn ified. Payment 10 ancl the rece ipt of the trustee shal l be a fu l l discharge of :he liabil ity of an; irosurance company . w hich need no t take not ice oi this instrumcrn or see to the app lica ti on of any payme nt.

10.l l Reti rement .'\~se ts. Notwi thstanding any ot her provis ion hereof. and excep t as prov ided in this paragraph. the irustce m<1 y not d is tr ibute 10 or for th e benefi t o f my estate. any charit y or :; ny oth er non- indi vidua l benefi cia ry any benef its payable LO this trust under any qua li fi ed retirement p lan. indi v idual reti remen t accoum or other reti1 emcn t ar range111cnr subject 100 the "mini murn distribu tion rules" o f section 40 1 (a)(9) of the Code and applicab le regul at ions. Jt ·s m~· intent that al l such re tirement bene fi ts be d istributccl to or he ld for the benefi t of ind iv idu al benefi c i<Jri es w irh in rile meaning secrion 401 (a)(99) of the Code and app l icable regulations. Accord ingly. I d irec t th ::it such benct"irs may not be used or applied fo r p::iyment oi my debts. taxes and 01 her cL.i1 ms aga ins t my es tate except to Lhe minimum ex ten t th at would be required under appli cable state: o r federal law .in the absence of any spec if ic prov ision on the .'>ubj ec t in my will o r th is trust agreemen t. Thi .<> paragraph sha ll not apply to any cliari tah le beques t which is spec ifical ly d irec ted 10 be iunded wi th rctircmem benefi ts hy ot her provi sions of t hi ~ instrument.

ARTICLE_J_! PAYIHENT OF DEATH

J)EBTS, TAXES, AND.EXPENSES

My trustee shall pay all the expenses of my las t il ln e~s and funeral. all my co ll cc ti blC' debts. cos ts of admin istrution, includ ing anci llary costs o f s<ifeguard ing and de l ivering bequests. and ot her proper ch.i rgcs

against my es tate.

I waive on bcllaJf of my es tate any ri ghts to recover trurn any person . including the named beneficiary or any employee benefit o r insurance on my li fe, any pa rt o f such taxes.

My trustee shall make a selection of asse ts to be so ld to make the forego ing paynw nt,, or 10 satis f y any

pecuniary legacies, and the tax effect thereof. sha ll not be subj ect to questions by any benef ic iary.

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My Trustee sha ll make such election under rhe tax laws, as my Trustee deems advisable wi tho u! regard ro

the relative interes ts of the benefic iaries . No adjustment shall be made between princ ipal ancl income or in the reUti ve interes ts of the be neficiar ies to compensate for rl1e effect of e lec tions under the ta x la'v made by my Tru:;tee .

OfY) 1- i -/_j clay o f Aljg\i~ 2011

. j~% )fii2,7d:~ Signed on the

Sign ature : Diane Mendelso n

Acldress: H igh land Pa rk. 11l ino is 60035

~VTTNESS STATEMENT

D i<me Mende lson has had an opporrnnity to read the above fom1 and ha~ signed the above fo rm in o ur presence. Diane Mende lso n is perso na ll y kno wn to me an cl I beli eve her 10 be of so und m ine!. 1 saw Diane Mendelso n sign ihe doc ume nr in my presence (o r Diane M endelson ackno wledged in my presence th a t s he bad signed the document) a nd 1 s igned the document as a witness in the presence of Diane Mendelso n I

did no r sign Diane M endelso n 's s ignatu re above fo r, o r at the dircc1ion of, D iane Mende l~on S inge r. A the da te of th.is instrum ent. l am no t e rnir lc d to ony ponion of the estate of Diane Mendelso n acco rd in g tc the laws o f Imesta tc Succe>sion o r. to tlic best of my kno wledge and belief. under any wi ll of Diane M ench:: lson m 0tl7er instrurnenr t<:ikin g d r'ec t <1t Diane Menclc lso n 's death , or c! ir<::ct ly f inancia ll y respo ns ib le for Di ne Mende lso n 'scare . l a rn I S a a~~ of :tg e or o lder.

J . \V itness Sig na ture ~

Aclclress: J}fJf'( !/. ~~t //2--<-~ ~ bo7/ f

Date: t /I / :J-cji-; 2. Wime,,S ign~~~-Address : Fofi( /1 ~ /Z~ JPCc71y

t/J/7,-ofj I

n ns DOCUMENT PREPARE D B Y Phi l ip L. Bcm stcin. A ttorney :\t Law 8044 N. Overhill Niles, 1llino is 607 J 4 773- 710-8258