LAST WILL AND TESTAMENT
OF
JEFFREY E. EPSTEIN
I, JEFFREY E. EPSTEIN, a resident and domiciliary of St. Thomas, United States Virgin
Islands, do make, publish and declare this to be my Will hereby revoking all prior Wills and
Codicils made by me.
FIRST: A. I direct my Executor to pay from my estate all expenses of
my last illness, my funeral and burial expenses, the administration expenses of my estate and all
of my debts duly proven and allowed against my estate.
B. I direct my Executor to pay from my estate, as
compensation to each Executor for serving as Executor hereunder, the sum of Two Hundred
Fifty Thousand Dollars ($250,000) to each Executor upon the completion of probate of my
estate. No Executor shall receive any other compensation for serving as Executor hereunder;
provided, however, that my Executor shall be reimbursed from my estate for all reasonable
costs, expenses, charges, and liabilities incurred or paid in respect thereto, including fees and
expenses of counsel or any other agents hired by my Executor, and my Executor shall not be
liable therefor individually.
C. I direct my Executor to pay from my estate the federal and
state transfer taxes described in Paragraph B(1) of Article SEVENTH.
D. I direct my Executor to pay from my estate all expenses of
storing, insuring, packing, shipping and delivering my tangible personal property in accordance
with the provisions of Article SECOND.
SECOND: I give all of my property, real and personal, wherever situated,
after the payments and distributions provided in Article FIRST, to the then acting Trustees of
The Jeffrey E. Epstein 2017 Trust ("Trust") created under that certain Amendment and
Restatement of The Jeffrey E. Epstein 2017 Trust (the "Trust Agreement") dated June
2017, as the same may be amended from time to time, to be held in accordance with the
provisions comprising the Trust Agreement at the time of my death.
THIRD: A. I appoint DARREN K. INDYKE, RICHARD D. KAHN
and TERJE ROD-LARSEN to serve as the Executors of this Will. If any one or more of my
Executors fails to qualify, is unable or unwilling to serve or ceases to act, I appoint EVA
ANDERSSON DUBIN, as successor Executor, followed by KATHRYN RUEMMLER, as
successor Executor, followed by STEPHEN HANSON, as successor Executor. If one or more of
such successor Executors fails to qualify, is unable or unwilling to serve or ceases to act, I
authorize the last acting Executor to designate his or her successor. Such designation shall be
made by written instrument delivered to such designated successor Executor.
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B. If my estate must be administered in whole or in part in
any jurisdiction other than the state or territory of my domicile at the date of my death and if my
Executor is unable or unwilling to serve in such jurisdiction, then I appoint the successor
Executor of my estate designated in Paragraph A of Article THIRD provided that he or she is
able and willing to serve in such jurisdiction. If no Executor or successor Executor is able and
willing to serve in such jurisdiction, my Executor shall designate a successor Executor to serve
in such jurisdiction. Such designation shall be made by written instrument delivered to such
successor Executor.
C. No bond or other security shall be required of any
Executor in any jurisdiction.
D. Any Executor may resign in the manner provided for by
the governing statutes of the state or territory having jurisdiction of the administration of my
estate or in the absence of such statutory guidance, by filing a written notice of resignation with
the Court having jurisdiction of the administration of my estate. Any Executor who resigns shall
not be entitled to any compensation hereunder for any services rendered as Executor prior to his
or her resignation.
E. My Executor shall not be accountable or responsible to any
person interested in my estate for the manner in which my Executor in good faith exercises or
declines to exercise any discretionary authority or power of my Executor. My Executor shall not
be liable for any loss or depreciation in value occasioned by reason of any negligence, error or
mistake of judgment in entering into any transaction, in making any sale or investment, in
continuing to hold any property or by reason of any action or omission, whether by my Executor
or any other fiduciary, unless my Executor has acted in bad faith. In the absence of proof by
affirmative evidence to the contrary, each Executor shall be deemed to have acted within the
scope of my Executor's authority, to have exercised reasonable care, diligence and prudence and
to have acted impartially as to all interested persons. An Executor shall not be liable for the acts
or defaults of another Executor.
FOURTH: The following provisions shall apply to my estate and to my
Executor, except as is otherwise specifically provided in this Will:
A. My Executor has the entire care and custody of all assets
of my estate. My Executor has the power to do everything my Executor in good faith deems
advisable without necessity of any judicial authorization or approval, even though but for this
power it would not be authorized or appropriate for fiduciaries under any statutory or other rule
of law. My Executor shall exercise my Executor's best judgment and discretion for what my
Executor believes to be in the best interests of the beneficiaries hereunder. If more than two
Executors are empowered to participate in the decision to exercise or not exercise any fiduciary
power granted by this Will or by law, a majority of such Executors shall be empowered to make
such decision.
B. Except as otherwise provided herein, my Executor shall
have the power:
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(1) to enter upon and take possession of the
assets of my estate and collect the income and profits from such assets, and to invest and
reinvest such assets in real, personal or mixed assets (including the common trust funds of a
corporate fiduciary) or in undivided interests therein without being limited by any present or
future investment laws;
(2) to retain all or any part of the assets of my
estate (without regard to the proportion that any one asset or class of assets may bear to the
whole) in the form in which such assets were received or acquired by my Executor;
(3) to sell or dispose of, exchange, transfer,
invest or loan all or any part of the assets of my estate which may, at any time, be held by my
Executor for such sums or upon such terms as to payment, security or otherwise as my Executor
determines, either by public or private transactions;
(4) to buy and sell options, warrants, puts, calls
or other rights to purchase or sell (collectively "options") relating to any security or securities,
regardless of whether such security or securities are then held by my Executor, and whether
such options are purchased or sold on a national securities exchange, and to exercise with
respect to such options all powers which an individual owner thereof could exercise, including,
without limitation, the right to allow the same to expire;
(5) with respect to oil, natural gas, minerals,
and all other natural resources and rights to and interests therein (together with all equipment
pertaining thereto) including, without limiting the generality of the foregoing, oil and gas
royalties, leases, or other oil and gas interests of any character, whether owned in fee, as lessee,
lessor, licensee, concessionaire or otherwise, or alone or jointly with others as partner, joint
tenant, or joint venture in any other noncorporate manner, (a) to make oil, gas and mineral leases
or subleases; (b) to pay delay rentals, lease bonuses, royalties, overriding royalties, taxes,
assessments, and all other charges; (c) to sell, lease, exchange, mortgage, pledge or otherwise
hypothecate any or all of such rights and interests; (d) to surrender or abandon, with or without
consideration, any or all of such rights and interests; (e) to make farm-out, pooling, and
unitization agreements; (f) to make reservations or impose conditions on the transfer of any such
rights or interests; (g) to employ the most advantageous business form in which properly to
exploit such rights and interests, whether as corporations, partnerships, limited partnerships,
mining partnerships, limited liability companies, joint ventures, co-tenancies, or otherwise
exploit any and all such rights and interests; (h) to produce, process, sell or exchange all
products recovered through the exploitation of such rights and interests, and to enter into
contracts and agreements for or in respect of the installation or operation of absorption,
reprocessing or other processing plants; (i) to carry any or all such interests in the name or
names of a nominee or nominees; (j) to delegate, to the extent permitted by law, any or all of the
powers set forth herein to the operator of such property; and (k) to employ personnel, rent office
space, buy or lease office equipment, contract and pay for geological surveys and studies,
procure appraisals, and generally to conduct and engage in any and all activities incident to the
foregoing powers, with full power to borrow and pledge in order to finance such activities;
together with the power to allocate between principal and income any net proceeds received as
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consideration, whether as royalties or otherwise, for the permanent severance from lands of oil,
natural gas, minerals. and all other natural resources;
(6) to hold all or any part of the assets of my
estate in cash or in bank accounts without the necessity of investing the same;
(7) to improve, repair, partition, plat or
subdivide all or any part of the assets of my estate;
(8) to litigate, defend, compromise, settle,
abandon or submit to arbitration on such terms and conditions as my Executor determines any
claims in favor of or against my estate or the assets of my estate;
(9) to loan or borrow money in such amounts
and upon such terms and conditions as my Executor determines, assume such obligations or give
such guarantees as my Executor determines, for the purpose of the acquisition, improvement,
protection, retention or preservation of the assets of my estate, or for the welfare of the
beneficiaries of my estate;
(10) to carry on for as long and in such manner
as my Executor determines any business enterprise in which I owned any interest at my death,
either individually, or as a partner, member, joint venture, stockholder or trust beneficiary; to
sell such business enterprise as an ongoing business; to consolidate, merge, encumber, dissolve,
liquidate or undertake any other extraordinary corporate transaction relating to such business
enterprise;
(11) to vote in person or by proxy any and all
stock or securities and to become a party to any voting trusts, reorganization, consolidation or
other capital or debt readjustment of any corporation, association, partnership, limited liability
partnership, limited liability company or individual with respect to stocks, securities or debts
held by my estate;
(12) except as provided for in Sections (20) and
(21) of this Article Fourth, to enter into any good faith transactions with any Executor
individually or with any corporation, partnership or other entity in which any Executor has an
ownership interest;
(13) To purchase from my estate any stocks,
bonds, securities, real or personal property, or other assets, or make loans to my estate even
though the same person or persons occupy the office of my Trustee and the office of the
Executor of my estate;
(14) to lease, mortgage, pledge, grant a security
interest in or otherwise encumber all or any part of the assets of my estate for any term of years
whether or not beyond the duration of my estate (including, without limitation, any such action
for the benefit of any of the beneficiaries of my estate);
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(15) to abandon any property of my estate, real
or personal, which my Executor may deem worthless or not of sufficient value to warrant
keeping or protecting; to abstain from the payment of taxes, water rents or assessments and to
forego making repairs, maintaining or keeping up any such property; and to permit such
property to be lost by tax sale or other proceedings or to convey any such property for a nominal
consideration or without consideration so as to prevent the imposition of any liability by reason
of the continued ownership thereof;
(16) to elect the mode of distribution of the
proceeds payable to my estate from any profit-sharing plan, pension plan. employee benefit
plan, individual retirement plan, insurance contract or annuity contract pursuant to the terms of
such plan;
(17) to allocate, in my Executors discretion, any
adjustment to basis provided to my estate under the provisions of Federal and State law with
respect to property comprising my estate, without any obligation to make a compensatory
adjustment among the beneficiaries hereunder on account of such allocation;
(18) to conduct any audit, assessment or
investigation with respect to any asset of my estate regarding compliance with any law or
regulation having as its object protection of public health, natural resources or the environment
("Environmental Laws"); to pay from the assets of my estate to remedy any failure to comply
with any Environmental Law (even to the exhaustion of all of the assets of my estate); and, as
may be required in my Executor's judgment by any Environmental Law, to notify any
governmental authority of any past, present or future non-compliance with any Environmental
Law; and
(19) to sell to the Trustee under the Trust
Agreement any stocks, bonds, securities, real or personal property or other assets or borrow
from the Trustee under the Trust Agreement even though the same person or persons occupy the
office of the Executor of my estate and the Trustee under the Trust Agreement.
(20) No executor shall directly or indirectly buy
or sell any property for the estate from or to himself, or from or to his relative, employer,
employee, partner, or other business associate.
(21) No executor shall lend estate funds to
himself, or to his relative, employer, employee, partner, or other business associate.
C. Except as otherwise provided herein, my Executor shall
have the power:
(1) to employ agents, attorneys-at-law,
consultants, investment advisers (to whom my Executor has discretion to delegate my
Executor's investment authority and responsibility), other executors and other fiduciaries in the
administration of my Executor's duties; to delegate to such persons, or to one or more of my
Executors, the custody, control or management of any part of my estate as my Executor
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determines and to pay for such services from the assets of my estate, without obtaining judicial
authorization or approval;
(2) to delegate, in whole or in part, to any
person or persons the authority and power to (a) sign checks, drafts or orders for the payment or
withdrawal of funds, securities and other assets from any bank, brokerage, custody or other
account in which funds, securities or other assets of my estate shall be deposited, (b) endorse for
sale, transfer or delivery, or sell, transfer or deliver, or purchase or otherwise acquire, any and
all property, stocks, stock warrants, stock rights, options, bonds or other securities whatsoever,
(c) gain access to any safe deposit box or boxes in which my assets or assets of my estate may
be located or which may be in the name of my Executor and remove part or all of the contents of
any such safe deposit box or boxes and release and surrender the same, and (d) take any other
action that my Executor may have the power to take with respect to my estate and the property
thereof; no person or corporation acting in reliance on any such delegation shall be charged with
notice of any revocation or change of such delegation unless such person or corporation receives
actual notice thereof;
(3) to pay any property distributable to a
beneficiary under a legal disability or who has not attained the age of 21, without liability to my
Executor, by paying such property (a) to such beneficiary, (b) for the use of such beneficiary, (c)
to a legal representative of such beneficiary appointed by a court or if none, to a relative for the
use of such beneficiary, or (d) to a custodian for such beneficiary designated by my Executor, to
hold until age 21 or such earlier age as shall be the maximum permitted under applicable law;
(4) to distribute to any of the beneficiaries of
my estate in kind or in cash, or partly in kind and partly in cash, and to allocate different kinds
or disproportionate shares of assets or undivided interests in assets among all of such
beneficiaries;
(5) to have evidence of ownership of any
security maintained in the records of a Federal Reserve Bank under the Federal Reserve Book
Entry System; to deposit funds in any bank or trust company; to carry in the name of my
Executor or the nominee or nominees of my Executor and with or without designation of
fiduciary capacity, or to hold in bearer form, securities or other property requiring or permitting
of registration; and to cause any securities to be held by a depository corporation of which an
Executor is a member or by an agent under a safekeeping contract; provided, however, that the
books and records of my Executor shall at all times show that such investments are part of my
estate;
(6) to renounce and disclaim, in whole or in
part, and in accordance with applicable law, any assets, interests, rights or powers (including
any power of appointment) which are payable to (or exercisable by) me or my estate, which are
includible in my estate or Gross Estate or over which I have any right, title, interest or power;
and
(7) to make, execute and deliver any and all
such instruments in writing as shall be necessary or proper to carry out any power, right, duty or
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obligation of my Executor or any disposition whatsoever of my estate or any asset of my estate
and to exercise any and all other powers incidental or necessary to carry out or to fulfill the
terms, provisions and purposes of my estate.
D. In connection with any insurance policy or annuity on the
life of an Executor which is included in my estate, such Executor shall not participate in the
decision to exercise or not exercise any fiduciary power in connection with any incidents of
ownership for such policy or annuity, including, without limitation, any decision to continue,
assign, terminate or convert such policy or annuity or to name the beneficiary of such policy or
annuity.
E. An Executor hereunder may by a written notice delivered
to the other Executor (or Executors) decline to participate in the decision to exercise or not
exercise any fiduciary power granted by this Will or by law.
F. If an Executor is not empowered (because of a conflict of
interest, declination to act or otherwise) to participate in the decision to exercise or not exercise
any fiduciary power granted by this Will or by law, then the remaining Executor or Executors
shall be empowered to make such decision. If no Executor is empowered to participate in such
decision, then the successor Executor of my estate designated in Paragraph A of Article THIRD
and able and willing to act shall be empowered to make such decision. If no Executor or
successor Executor is empowered to participate in such decision, my Executor may designate a
successor Executor to serve as Executor of my estate who shall be empowered to make such
decision but shall have no other power or authority of my Executor. Such designation shall be
by written notice delivered to such successor Executor.
G. (1) Except as otherwise specifically provided herein
and except as provided in Paragraph G(2) of this Article, my Executor shall allocate receipts and
disbursements in accordance with sound trust accounting principles and shall have discretion to
allocate receipts and disbursements when the treatment is uncertain under applicable laws or
generally accepted accounting principles in the judgment of my Executor.
(2) Except as otherwise specifically provided in this
Will, my Executor shall not treat any part of the principal amount of the proceeds of sale of any
asset of my estate as income distributable to or for the benefit of any beneficiary entitled to
distributions of income; provided, however, that my Executor shall treat a portion of any
proceeds of sale of any financial instrument originally issued or acquired at a discount equal to
the amount which (a) has previously been characterized as ordinary income for income tax
purposes or (b) will be characterized as ordinary income for income tax purposes in the year of
such sale, as income for trust accounting purposes.
FIFTH: Where a party to any proceeding with respect to my estate has the
same interest as a person under a disability, it shall not be necessary to serve legal process on the
person under a disability.
SIXTH: If any beneficiary under the Trust shall in any way directly or
indirectly (a) contest or object to the probate of my Will or to the validity of any disposition or
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provision of my Will or of the Trust or (b) institute or prosecute, or be in any way directly or
indirectly instrumental in the institution or prosecution of, any action, proceeding, contest,
objection or claim for the purpose of setting aside or invalidating my Will or the Trust or any
disposition therein or provision thereof, then I direct that (a) any and all provisions in the Trust
for such beneficiary and his issue in any degree shall be null and void and (b) my estate, whether
passing under my Will or the Trust or pursuant to the laws of intestacy, shall be disposed of as if
such beneficiary and his issue in any degree had all failed to survive me.
SEVENTH: A. As used herein:
(1) The term "Executor" of a person's estate
means all persons or entities who occupy the office of executor, administrator, personal
representative, or ancillary administrator while such persons or entities occupy such office,
whether one or more persons or entities occupy such office at the same time or times, and
includes any successor or successors to that office. The term "Trustee" means all persons or
entities who occupy the office of Trustee under the Trust Agreement while such persons or
entities occupy such office, whether one or more persons or entities occupy the office of Trustee
at the same time or times, and includes any successor Trustee or Trustees. A reference to a
person's estate or probate estate means that person's estate which is subject to probate
administration. A reference to a person's Will means such person's Last Will and Testament and
any Codicil or Codicils thereto.
(2) The term "IRC section" means a section of
the Internal Revenue Code of 1986, as amended, or the corresponding provision of any
successor Internal Revenue law, as in effect as of the date of my death.
(3) A reference to any tax also includes any
interest or penalties thereon. A reference to a person's "Gross Estate" means such person's gross
estate as finally determined for purposes of computing such person's federal estate tax.
(4) Whenever the singular number is used, the
same shall include the plural, and the masculine gender shall include the feminine and neuter
genders.
B. (1) The federal and state transfer taxes which my
Executor shall be obligated to pay pursuant to Paragraph B of Article FIRST shall consist of all
federal and state estate, inheritance, succession, and similar taxes (including any federal or state
generation-skipping transfer tax) imposed upon my probate estate or by reason of my death in
respect to all assets which pass under this Will or the Trust Agreement. Subject to Paragraph
B(2) of this Article, all federal estate taxes with respect to assets not passing under this Will or
the Trust Agreement (such assets are referred to as the "Apportionment Assets") and any
applicable state estate taxes with respect to the Apportionment Assets shall be apportioned
among all persons interested in the Apportionment Assets. My Executor shall make reasonable
efforts to collect all federal estate taxes and state estate, inheritance, succession and similar taxes
allocable to the Apportionment Assets from the recipients of the Apportionment Assets. Without
changing the apportionment of taxes in this Paragraph B(1), my Executor has discretion, but is
not required, to pay all or part of such taxes allocable to the Apportionment Assets. To the
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extent my Executor pays such taxes allocable to the Apportionment Assets, my Executor shall
seek reimbursement for such taxes from the recipients of the Apportionment Assets. My
Executor shall not be personally liable for any of such taxes if my Executor is unable, with
reasonable efforts, to collect payment (or reimbursement) from any recipient of any
Apportionment Assets for any or all of such taxes allocable to such assets.
(2) My Executor has discretion to direct the
Trustee of the Trust Agreement to pay all or any portion of the taxes which my Executor is
directed or obligated to pay pursuant to Paragraph B of Article FIRST and this Paragraph B
pursuant to a written direction delivered to the Trustee under the Trust Agreement. Any taxes
which my Executor directs the Trustee under the Trust Agreement to pay shall be allocated and
paid from the trusts under the Trust Agreement as provided under the Trust Agreement.
C. Except as otherwise specifically provided in this Will, a
bequest or devise to an individual who does not survive me shall lapse notwithstanding any law
to the contrary.
D. To the extent that the distribution to the Trustee under the
Trust Agreement pursuant to Article SECOND shall not be effective, I give all the rest of my
property, real and personal, wherever situated, after the payments and distributions provided in
Article FIRST, to the person or persons named as Trustee or Trustees under the Trust
Agreement, be to held in trust under this Will in accordance with the provisions comprising the
Trust Agreement at the time of my death, which provisions are incorporated in this Will by
reference.
IN WITNESS WHEREOF, I have duly executed this Will thisfA4hday of June,
2017.
JEFFREY E. EPS
The foregoing written instrument was, on the date thereof;signed, published
and declared by the Testator therein named as the Testator's Will in the presence of us and of
each of us, who, at the Testator's request, in the Testator's presence, and in the presence of
each other have subscribed our names as witnesses thereto
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AFFIDAVIT
We, JEFFREY E. EPSTEIN, Le.O , and 1;CYLAila Shu I iOV., the Testator
and the witnesses, respectively, whose names are signed to the -foregoing instrument, having
been sworn, declared to the undersigned officer that the Testator, in the presence of the
witnesses, signed the instrument as his Will, that he signed, and that each of the witnesses, in the
presence of the Testator and in the presence of each other, signed the Will as a witness.
STATE OF NEW YORK
)ss:
COUNTY OF NEW YORK
Subscribed and sworn to before me by JEFFREY E. EPSTEIN, the Testator, who is personally
known to me or who has produced as identification, and by
Lc) Ls:X \\en , a witness who is personally known to me or who has produced
as identification, and KOCkflOt , a witness who is personally known to me or
who has produced as identification, on June Q 2017.
Sworn to before me this cle" day of June, 2017.
akacke aoday
Notary Public
HABIBE AVDIU
NOTARY PUBLIC-STATE OF NEW YORK
No. 01AV6313116
Qualllisid In Richmond County
My Commission Expirts Wotan 10. 201$
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AMENDMENT AND
RESTATEMENT OF THE
JEFFREY E. EPSTEIN 2017
TRUST
THIS AMENDMENT AND RESTATEMENT OF THE JEFFREY E. EPSTEIN 2017
TRUST dated June , 2017 ("Amendment "), by and among JEFFREY E. EPSTEIN, as
Grantor ("Grantor"), and DARREN K. INDYKE, RICHARD D. KAHN, and TERJE ROD-
LARSEN, as Trustees ("Trustees").
Pursuant to Article I, Section 1.3 of that certain Trust Agreement, dated January 30, 2017,
by and among JEFFREY E. EPSTEIN, as Grantor, and DARREN K. INDYKE and RICHARD
D. KAHN, as Trustees of The Jeffrey E. Epstein 2017 Trust (the "Trust Agreement"), this
Amendment hereby amends and restates in its entirety The Jeffrey E. Epstein 2017 Trust, such
that all of the provisions of the Trust Agreement are superseded by the provisions hereof and
have no further force or effect. Although EVA ANDERSSON DUBIN was also named as a
Trustee in the Trust Agreement, EVA ANDERSSON DUBIN never signed the Trust Agreement
and never became a Trustee thereunder.
The Grantor hereby pays over, assigns, grants, conveys, transfers and delivers to the
Trustees the property described in Schedule A annexed hereto and made a part hereof, to be
administered and disposed of as provided in this Agreement, with any additions, changes, or
amendments to this Agreement.
This Trust shall be known as the "The Jeffrey E. Epstein 2017 Trust"
Article I During My Lifetime
The following provisions shall apply during my lifetime:
Section 1.1. - Disbursement of Income
All of the income of the trust (the "Trust Estate") shall be paid to me, or accumulated or
paid as I may direct in writing from time to time.
Section 1.2. - Disbursement of Principal
My Trustees may distribute any part or all of the principal of the Trust Estate to me as I
may direct in writing from time to time.
Section 1.3. - Specific Rights Reserved to Me
A. I reserve the right, at any time and from time to time, to amend this
Agreement, in whole or in part, by a written instrument executed and acknowledged solely by
me and delivered to no less than one Trustee of this Trust.
B. I reserve the right, at any time and from time to time, in my sole and
unfettered discretion, to remove any Trustee by delivering to no less than one Trustee of this
Trust a written instrument executed and acknowledged solely by me.
EFTA00811612
C. I reserve the right, at any time, to revoke this Trust in its entirety or any
provision hereof by delivering to no less than one Trustee of this Trust a written instrument
executed and acknowledged solely by me.
D. I reserve the right, at any time and from time to time, to withdraw or
appoint any part or all of the principal of the Trust Estate by delivering to no less than one
Trustee of this Trust a written instrument executed and acknowledged solely by me.
E. I reserve the right, at any time and from time to time, to transfer to my
Trustees, by gift, by Will or by beneficiary designation, such additional property, including life
insurance policies, as I may desire. Any such additional property shall be held on the same
terms as are then applicable to the original Trust Estate, except that it may be transferred
subject to conditions and provisions of special application to such additional property.
Article II After My Death
The following provisions shall apply after my death:
Section 2.1. - Payment of My Debts and of Taxes and Expenses
My Trustee shall pay from the principal of the Trust Estate (a) my debts, funeral and
burial expenses and the administration expenses of my probate estate which are not paid by the
Executors of my probate estate, and (b) the federal and state estate, inheritance, succession,
generation skipping and similar taxes imposed by reason of my death which are the obligations
of my Trustees (including any of such taxes which the Executors of my probate estate directs
my Trustees to pay by written direction delivered to my Trustees). For purposes of this Section
2.1, the principal of the Trust Estate shall not include (a) any assets which are not included in
my Gross Estate or (b) any assets which are not subject to, or available to creditors for the
payment of, my debts, my funeral and burial expenses or the administration expenses of my
probate estate.
Section 2.2. — Specific Bequests and Devises under My Will and Trust
If my probate estate is insufficient to satisfy all pecuniary bequests (or bequests payable
in cash or in kind in the discretion of the Executors of my probate estate) provided in my Will,
my Trustees shall pay such unpaid bequests from the principal of the Trust Estate. If my Will
provided for a specific bequest or devise of specified assets and such bequest or devise could
not be satisfied from my probate estate because such assets were held by my Trustees at my
death, my Trustees shall distribute such assets to satisfy such bequest or devise.
To the extent the assets of the Trust are insufficient to satisfy all bequests, I direct my
Trustees to pay all specific bequests first, and to the extent assets are insufficient to pay all of
the remaining bequests in Section 2.3(A)(I) through 2.3(A)(1)(21), then the beneficiaries of
Section 2.3(A)(I) through 2.3(A)(I)(21) shall share on a proportionate basis in the remaining
estate assets available for distribution. The determination of the Trustees as to the amounts
distributable herein shall be binding on all parties.
2
EFTA00811613
Section 2.3. - Bequests
A. I make the following bequests:
1. to , if she survives me, Four Million ail
), plus an annuity to be purchased by my Trustees for the benefit of
at from a reputable fmancial institution in the amoral."'
($10,000,000), which annuity shall be payable monthly for the life of
• Dollars
lum sum in the amount of the then remaining principal balance payable to the estate o
upon her death.
2. to (A/K/A ), if she
survives me, Four Milli nDollars (S4.000,000), plus an annuity to be purchased by my Trustees
for the benefit of from a reputable financial institution in the amount of
Ten Milli n D 11 ($10,000,000), which annuity shall be payable monthly for the life of
with a lum • amount of the then remaining principal balance
payable to the estate o upon her death.
3. to KARYNA SHULIAK, if she survives me, Twenty Million Dollars
($20,000,000), plus an annuity to be purchased by my Trustees for the benefit of KARYNA
SHULIAK from a reputable financial institution in the amount of Twenty Million Dollars
($20,000,000), which annuity shall be payable monthly for the life of KARYNA SHULIAK
with a lump sum in the amount of the then remaining principal balance payable to the estate of
KARYNA SHULIAK upon her death.
4. to if she survives me, Two Million Ili
2 000 000 lus an annuity to be purchased by my Trustees for the benefit of
from a reputable financial institution in the amount
($10,000,000), which annuity shall be payable monthly for the life of
with a lum sum in t e amount of the then remaining principal balance payable to the estate of
upon her death.
5. to DARREN KEITH INDYKE, if he survives me, Twenty Million Dollars
($20,000,000).
6. to MICHELLE FERN SAIPHER, if she is then married to DARREN
KEITH INDYKE, Three Million Dollars ($3,000,000), which funds shall be distributed and used
for the sole purpose of repaying FT Real Estate, Inc. the funds it previously paid to KCAC, LLC
in connection with a real estate purchase contract between FT Real Estate, Inc., as purchaser,
and KCAC, LLC, as seller, for the purchase of the real property known as and located at 2 Kean
Court in Livingston, New Jersey, and terminating said real estate purchase contract, it being my
express desire and intent, as the sole shareholder of FT Real Estate, Inc., that upon my death, FT
Real Estate, Inc. be directed to cancel and terminate said real estate purchase contract as
contemplated herein; provided, however, that such distribution shall not be made and such
termination shall not occur if the transfer of such real property to FT Real Estate, Inc. pursuant
to such real estate purchase contract has been completed prior to my death.
7. to if she survives me, Two Million Dollars
3
EFTA00811614
$2 000 000 us an annuity to be purchased by my Trustees for the benefit of
from a reputable financial institution in the amount of Four M D
which annuity shall be payable monthly for the life of t
with a lump sum in the amount of the then remaining principal balance payable
upon her death.
8. to if she survives me, Two Millio
2 000 000 plus an annuity to be purchased by my Trustees for the benefit of
from a reputable financial institution in the amount n Dollars
($8,000,000), which annuity shall be payable monthly for the life of
with a lum sum in the amount of the then remaining principal balance payable to the estate of
upon her death.
9. to LESLEY KATHERINE GROFF, if she survives me, Two Million
Dollars ($2,000,000).
10. to LARWRENCE PAUL VISOSKI, JR., if he survives me, Two Million
Dollars ($2,000,000).
11. to LUCIANO A. FONTANILLA, JR., if he survives me, an annuity to be
purchased by my Trustees for the benefit of LUCIANO A. FONTANILLA, JR. from a reputable
financial institution in the amount of Two Million Dollars ($2,000,000), which annuity shall be
payable monthly for the life of LUCIANO A. FONTANILLA, JR. with a lump sum in the
amount of the then remaining principal balance payable to the then surviving children of
LUCIANO A. FONTANILLA, JR. and ROSALYN V. FONTANILLA.
12. to LUCIANO A. FONTANILLA, JR., or his heirs, successors and assigns,
whether or not LUCIANO A. FONTANILLA, JR. surivives me, all of my interest in the
property, improvements, fixtures, permits and other rights of and pertaining to the real property
located at, and known and referred to as, 18 Teneyck Avenue, Valley Stream, New York. My
interest consists of 100% of the issued and outstanding Membership Interests in Lyn & Jojo,
LLC, a New York limited liability company which holds legal title to said real property,
improvements, fixtures, permits and other rights, which Membership Interests are held in the
name of Darren K. Indyke, as nominee for me, and which I direct my Trustees to transfer to
LUCIANO A. FONTANILLA, JR., or his heirs, successors or assigns.
13. to RICHARD DAVID KAHN, if he survives me, Twenty Million Dollars
($20,000,000).
14. to ANN RODRIQUEZ, if she survives me, Five Hundred Thousand
Dollars ($500,000).
15. to VALDSON VIERA CONTRIN, if he survives me, Five Hundred
Thousand Dollars ($500,000).
16. to if she survives me, Two Hundred Fi
Thousand Dollars ($250,000 and in addition thereto and whether or not
survives me, to or her heirs, successors or assigns, an
4
EFTA00811615
amount a ual to the total outstanding debt, including accrued and unpaid interest thereon, due
from to FT Real Estate, Inc., which amount shall be distributed to
or her heirs, successors or assigns, for the sole purpose of being used
to repay all such outstanding debt and accrued but unpaid interest.
17. to MERWIN DELA CRUZ, if he survives me, One Hundred Thousand
Dollars ($100,000).
18. to BRICE GORDON, if he survives me, Two Hundred Thousand Dollars
($200,000), but only if BRICE GORDON, whether in his own name or on behalf of a separate
entity, continues for a period of two years following my death to provide such services as the
Trustees deem necessary or appropriate in respect of one or more of the real properties
beneficially owned by me prior to my death. This bequest shall not be distributed to BRICE
GORDON prior to the expiration of two years following the date of my death.
19. to if She survives me, Two Hundred Thousand
Dollars ($200,000), but only if , whether in her own name or on behalf of a
separate entity, continues for a period of two years following my death to provide such services
as the Trustees deem necessary or appropriate in respect of one or more of the real pr i
beneficial) owned by me prior to my death. This bequest shall not be distributed to
prior to the expiration of two years following the date of my death.
20. to BELLA KLEIN, if she survives me, Two Hundred Fifty Thousand
Dollars ($250,000).
21. to DAVID ROGERS, if he survives me, Five Hundred Thousand Dollars
($500,000).
22. I forgive any loans which I made to the following individuals or entities:
a) LUCIANO A. FONTANILLA, JR.
b)
c) (A/K/A
d) (A/K/A A/K/A
e) LESLEY KATHERINE GROFF
0 LAWRENCE PAUL VISOSKI, JR., both individually and together
with his wife, EILEEN VISOSKI
g) KARYNA SHULIAK
h)
i)
5
EFTA00811616
.i)
k)
I) SLK DESIGNS, LLC
m) JSC INTERIORS, LLC
23. Upon my death, my Trustees are directed to distribute to DARREN KEITH
INDYKE, or his heirs, successors or assigns an amount equal to the sum of all financial
obligations and liabilities then outstanding and due to me, or any corporation, limited liability
company, trust, or other entity beneficially owned by me immediately prior to my death,
including, but not limited to, Southern Financial, LLC, a U.S. Virgin Islands limited liability
company, from DARREN KEITH INDYKE, his spouse, MICHELLE FERN SAIPHER, if she
is then married to DARREN KEITH INDYKE, and/or any corporation, limited liability
company, limited partnership, general partnership, trust or other entity beneficially owned by
one or both of them immediately prior to my death, including, but not limited to, Harlequin
Dane, LLC, a Florida limited liability company, or its successor entities. Said funds shall be
distributed to DARREN KEITH INDYKE, or his heirs, successors or assigns, for the sole
purpose of being used to repay all such outstanding and due obligations and liabilities.
24. Upon my death, my Trustees are directed to distribute to RICHARD
DAVID KAHN, or his heirs, successors or assigns an amount equal to the sum of all financial
obligations and liabilities then outstanding and due to me, or any corporation, limited liability
company, trust, or other entity beneficially owned by me immediately prior to my death,
including, but not limited to, Southern Financial, LLC, a U.S. Virgin Islands limited liability
company, from RICHARD KAHN, his spouse, LISA KAHN, if she is then married to
RICHARD KAHN, and/or any corporation, limited liability company, limited partnership,
general partnership, trust or other entity beneficially owned by one or both of them
immediately prior to my death, including, but not limited to, Coatue Enterprises, LLC, a New
York limited liability company, or its successor entities. Said funds shall be distributed to
RICHARD KAHN, or his heirs, successors or assigns, for the sole purpose of being used to
repay all such outstanding and due obligations and liabilities.
25. Upon my death, my Trustees are directed to distribute to PAUL
BARRETT, or his heirs, successors or assigns an amount equal to the sum of all financial
obligations and liabilities then outstanding and due to me, or any corporation, limited liability
company, trust, or other entity beneficially owned by me immediately prior to my death, from
PAUL BARRETT, and/or any corporation, limited liability company, limited partnership,
general partnership, trust or other entity beneficially owned by him immediately prior to my
death. Said funds shall be distributed to PAUL BARRETT, or his heirs, successors or assigns,
for the sole purpose of being used to repay all such outstanding and due obligations and
liabilities.
26. It is my intention that all amounts due and owing to me by the persons
listed in Article II, Section 2.3.A.22 shall be cancelled upon my death. While at the date of
execution of this Amendment, the cancellation of said loans will not result in taxable income to
the beneficiaries, in the event any changes are made to the applicable tax law, my Trustees are
6
EFTA00811617
directed to take any and all steps necessary to ensure that the cancellation of such indebtedness
does not result in any negative tax consequences to the Beneficiaries.
27. I give to , if she survives me, in a separate trust,
the provisions of which are set forth in Section 3.1 of Article III below, all of my interest in all
apartments, improvements, fixtures, permits and other rights of and pertaining to the premises
located in the building known and referred to as 22 Avenue Foch, 75016, Paris, France. The
interest consists of units 47 with mezzanine, 48 and 81 on the 2nd floor, units 63 and 74 on the
5th floor and units 5 and 22 (cellars) in the basement. The units are currently all owned by SCI
JEP, a French company of which I own 999 of the 1 000 outstanding shares. In addition, I give
to this separate trust for the benefit of , if she survives me, the sum of
One Million Dollars ($1,000,000) to pay for the operating expenses for the said premises.
Operating expenses shall include, but not be limited to, property insurance, real estate taxes,
utilities, general maintenance and repairs and commoncharges.
Section 2.4. - Balance of Trust Estate
The balance of the Trust Estate, after the distributions provided in Sections 2.1, 2.2 and
2.3 of this Article II, shall be distributed as follows:
A. One Hundred percent (100%) thereof to if
she survives me, in separate trust, the provisions of which are set forth in Section 3.2 of Article
III below.
B. If does not survive me, one hundred percent
thereof to EVA ANDERSSON DUBIN, if she survives me.
C. If EVA ANDERSSON DUBIN does not survive me, one hundred
percent (100%) of the balance of the trust estate shall be transferred to THE BOARD OF
TRUSTEES OF THE MASSACHUSETTS INSTITUTE OF TECHNOLOGY (hereinafter
"the Board"), an educational institution. The property compromising this gift may, for
investment purposes, be merged with any of the investment assets of the Massachusetts
Institute of Technology ("MIT"), but the gift shall be entered in the books and records of MIT
as an endowed fund known as "THE JEFFREY E. EPSTEIN FUND" (the "Fund"). The Board
shall use the endowment payout from the Fund to provide financial aid for graduate and
undergraduate students attending MIT. In the event MIT is no longer in existence as of the
date of any required distribution to it, my Trustees are hereby directed to choose among them
another educational institution to benefit from my Trust.
Section 2.5. - Condition Applicable to Certain Bequests
A. Except as expressly provided herein, no bequest to any Beneficiary of this
Agreement who, during my lifetime, was employed by or provided services to me or any entity
that was owned directly or indirectly by me during my lifetime or HBRK Associates, Inc. or
Darren K. Indyke, PLLC, shall be distributed to said Beneficiary prior to the expiration of two
years following the date of my death. Any Beneficiary of this Agreement who, during my
lifetime, was employed by or provided services to me or any entity that was owned directly or
indirectly by me during my lifetime or HBRK Associates, Inc. or Darren K. Indyke, PLLC, and
who, after my death, shall voluntarily discontinue, or as a result of said Beneficiary's
7
EFTA00811618
misconduct, cause to be terminated, said Beneficiary's employment with or provision of
services to my estate or any entity or parcel of real property directly or indirectly owned by me
during my lifetime or HBRK Assoicates, Inc. or Darren K. Indyke, PLLC, prior to the expiration
of two years following the date of my death, shall be ineligible to receive any bequest
hereunder; provided, however, that in the event that prior to the expiration of two years
following the date of my death, there is a cessation in the specific operations of my estate or said
real property or entity or HBRK Associates, Inc. or Darren K. Indyke, PLLC in respect of which
said Beneficiary is employed or provides services, and prior to that cessation, said Beneficiary
had not voluntarily discontinued, or as a result of said Beneficiary's misconduct, caused to be
terminated, said Beneficiary's employment with or provision of services to my estate or said real
property or entity or HBRK Associates, Inc. or Darren K. Indyke, PLLC, then my Trustees shall
distribute the bequest hereunder to said Beneficiary within sixty days following the date of such
cessation or as soon as is reasonably practicable thereafter.
B. In order to provide for the continued and uninterrupted maintenance and
operation of the assets in my Trust Estate following my death, my Trustees shall ensure that all
persons who were employed by, or provided services to, me or any entity directly or indirectly
owned by me or HBRK Associates, Inc. or Darren K. Indyke, PLLC, shall continue to be so
employed or to so provide such services for a period of two (2) years following the date of my
death; provided, however, that my Trustees shall have the right terminate the employment or the
engagement of any such employees or service providers if and at such times as my Trustees
determine in their discretion that there is cause for such termination. For purposes of this
Section 2.5 of this Article II, cause for such termination shall include, without limitation,
physical or mental incapacity, intentional misconduct, insubordination, breach of duty,
disloyalty, dishonesty, fraud, embezzlement, theft, abusive or inappropriate workplace behavior,
substance abuse, criminal misconduct (whether or not pertaining to the assets in the Trust
Estate), decrease or cessation of the need for employment or services, or any other
circumstances causing my Trustees to determine there is cause for such termination. The
obligation of my Trustees to ensure such continued employment or provision of services shall
include, without limitation, payment for the costs and expenses of all items of compensation,
remuneration and benefits as shall then be in effect at the then current rates and in the then
current amounts immediately prior to my death.
C. The provisions of this Section 2.5 of this Article II shall not apply to my
Trustees so long as they continue to serve as my Trustees hereunder.
Section 2.6. - Trust Property that is Real Property
Except for property directed to be held in trust for a Beneficiary pursuant to the provisions
of Article III, Section 3.1, any trust property, including, without limitation, trust property
directed to be held in trust for a Beneficiary pursuant to the provisions of Article III, Section 3.2,
that is real property, including, but not limited to, improvements, fixtures, permits and other
rights of and pertaining to such real property, held directly by me, or indirectly through
ownership of shares of capital stock of a corporation of which I was the sole beneficial owner
prior to my death, shall be sold by my Trustees and the proceeds thereof held in said trust as
soon as is reasonably practicable following my death. In marketing and effectuating the sale of
said real property, my Trustees shall be guided as nearly as my Trustees determine in their
discretion is possible or appropriate under the then prevailing circumstances by my last express
8
EFTA00811619
wishes with respect to the sale of said real property, as shall be contained in the last writing
signed by me and notarized and delivered to at least one of my Trustees prior to my death.
Article III Tract Provisions
Section 3.1. - Residence Trust
Any property directed to be held in trust for a Beneficiary pursuant to the provisions of
this Section 3.1 of Article III shall be administered as follows:
A. The Beneficiary shall have the right to occupy the residence held by the
trust and to use the tangible personal property located in the residence for her lifetime.
B. My Trustees, in my Trustees' sole discretion, may pay any part or all of
the income, and if income is insufficient, the principal of the trust (1) to pay the operating
expenses of the property held by the trust and (2) for any other purpose my Trustees consider
advisable. Any income not so paid shall annually be added to the principal of the trust.
C. Upon the death of the Beneficiary, my Trustees shall use my Trustees'
best efforts to sell the trust property and the tangible personal property within two (2) years of
the Beneficiary's death, and only in extraordinary circumstances should the property not be
sold within two (2) years of the Beneficiary's death.
D. Upon the death of the Beneficiary, my Trustees shall distribute the
remaining principal of the trust (i.e., the proceeds from the sale of the trust assets) to EVA
ANDERSSON DUBIN, if she then survives the Beneficiary. If EVA ANDERSSON DUBIN
does not survive the Beneficiary, then my Trustees shall distribute the remaining principal to
the Board of MIT as provided for in Section 2.4.0 of this Agreement.
Section 3.2. - Residuary Trusts
Any property directed to be held in trust for a Beneficiary pursuant to the provisions of
this Section 3.2 of Article III shall be administered as follows:
A. My Trustees may pay any part or all of the income and such sums from
any part or all of the principal of the trust as my Trustees, in my Trustees' discretion, from
time to time and at any time, shall determine for any reason whatsoever to, for the benefit of,
or on behalf of the Beneficiary. Any income not so paid shall annually be added to the
principal of the trust.
B. Upon the death of the Beneficiary, my Trustees shall distribute the
remaining principal of the trust to EVA ANDERSSON DUBIN, if she then survives the
Beneficiary. If EVA ANDERSSON DUBIN does not survive the Beneficiary, then my
Trustees shall distribute the remaining principal of the trust to the Board of MIT as provided
for in Section 2.4.0 of this Agreement.
Article IV Trust Termination
If at any time my Trustees determine that it is uneconomic to continue any trust with
9
EFTA00811620
respect to which my Trustees are acting hereunder, my Trustees may terminate such trust and
distribute the trust assets, in such amounts and proportions as my Trustees may determine, to
the person or persons to whom income may be distributed, other than my Trustees, members of
the respective families of my Trustees, the respective estates of my Trustees, the respective
creditors of my Trustees or the creditors of the respective estates of my Trustees.
Article V Trust Administration
Section 5.1. - Exercise of Discretionary Powers
Except as hereinbefore specifically provided, in connection with the exercise of a
discretionary power to distribute income or principal to any person, there shall be no
requirement to take into account such person's other income or capital resources, the interest of
such person in any other fund or the duty of anyone to support such person, although these
factors may be taken into account.
Section 5.2. - Discretionary Distributions
Any discretionary payment from any trust hereunder shall be charged against such trust
as a whole, and shall not be charged against the individual share of any person at any time.
Section 5.3. - Allocation of Assets
A. For each distribution, partial distribution, allocation, or division of assets
into shares or trusts involving a fraction, my Trustees shall apply such fraction to the fair
market value of the relevant assets on the date of such distribution, allocation, or division,
whichever first occurs. My Trustees shall appropriately adjust such fractions to reflect the
effect of any partial distributions, allocations, or divisions, taking into account the fair market
value as of the date of distribution, allocation, or division, whichever first occurred, of the
assets so distributed, allocated, or divided.
B. My Trustees shall value any assets distributed, allocated, or divided to
satisfy (in whole or in part) a pecuniary distribution at the fair market value of such assets on
the date of such distribution, allocation, or division, whichever first occurs.
Section 5.4. - Accounting Allocations
A. Except as otherwise specifically provided in this Agreement and except
as provided in Paragraph B of this Section 5.4, my Trustees shall allocate receipts and
disbursements in accordance with sound trust accounting principles and have discretion to
allocate receipts and disbursements when, in the judgment of my Trustees, the treatment is
uncertain under applicable laws or generally accepted accounting principles.
B. Except as otherwise specifically provided in this Agreement, my
Trustees shall not treat any part of the principal amount of the proceeds of sale of any asset of
any trust as income distributable to or for the benefit of any beneficiary entitled to distributions
of income; provided, however, that my Trustees shall treat a portion of any proceeds of sale of
any financial instrument originally issued or acquired at a discount equal to the amount which
(I) has previously been characterized as ordinary income for income tax purposes or (2) will be
10
EFTA00811621
characterized as ordinary income for income tax purposes in the year of such sale, as income
for trust accounting purposes.
Section 5.5. - Spendthrift Provision
During the term of any trust hereunder, no money or other assets (either principal or
income) payable or distributable under the provisions of this Agreement shall be pledged,
assigned, transferred, given, conveyed, hypothecated, sold, anticipated, charged, or
encumbered by any of the Beneficiaries hereunder, nor shall the income and principal of any
trust, while in the possession of my Trustees, be liable for any debts, contracts, obligations, or
undertakings of such Beneficiaries, voluntary or involuntary, or for any claims or judgments
against any Beneficiary. including claims for alimony or for the support of any Beneficiary's
spouse or children, or for reimbursement of a federal, state or local government, or any agency
of any federal, state, or local government, for the support of any Beneficiary hereunder, prior to
the time such money or assets are actually paid or distributed to such Beneficiary. Any
attempted pledge, assignment, transfer, gift, conveyance, hypothecation, anticipation, charge,
or encumbrance of any money or assets (either income or principal) payable or distributable
under the provisions of this Agreement by any of the Beneficiaries hereunder prior to the time
such money or assets are actually paid or distributed to such Beneficiary shall be null and void
and shall not be recognized by my Trustees. This Section 5.5 of Article V shall not apply to
me.
Section 5.6. - Limitation on Distributions
Notwithstanding any other provision of this Agreement, no discretionary distribution of
income or principal of any trust hereunder shall be applied to pay for medical care, residential
facilities, or any other care or service that would otherwise be provided for any Beneficiary
hereunder by any federal, state, or other governmental agency; and no such discretionary
distribution of income or principal shall be made for reimbursement for any such care, facilities
or services previously provided. Before making any discretionary payment to or for the benefit
of any such Beneficiary hereunder, my Trustees shall consider the amounts such Beneficiary is
or may be entitled to receive from any governmental agency for such care, facilities, or
services. If such amounts are available, discretionary distributions of income and principal
from any trust hereunder shall be made only to supplement such amounts, and to provide
liberally for needs and comforts over and above the basic maintenance, support, and medical
care that may be paid for by any such agency.
Section 5.7. - Division and Combination of Trusts
A. For any administrative, tax or other purpose determined by my Trustees
to be in the best interests of any Beneficiary (including any remainderman) hereunder, my
Trustees may at any time and from time to time (whether before or after funding), without
approval of any court, divide any trust under this Agreement into two or more separate trusts or
combine two or more trusts with substantially identical terms (whether or not such trusts
resulted from division of a prior trust).
B. If property is directed to be added to any trust hereunder (the "Original
Trust"), whether by the terms of this Agreement any other agreement, or the Will of any
person, my Trustees may hold such property as one or more separate trusts on terms identical
11
EFTA00811622
to the terms of the Original Trust. My Trustees may allocate such property among the separate
trusts (if any) into which the Original Trust was divided, whether or not pro-rata, using
specific assets or undivided interests therein (including allocation of all such property to one of such
separate trusts).
C. Any time during the existence of separate trusts created by division of a
trust hereunder, my Trustees may exercise all discretionary powers differently with respect to
the separate trusts and take all other actions consistent with such trusts being separate entities.
Furthermore, the holder of any power of appointment with respect to such separate trusts may
exercise such power differently with respect to each such trust.
Section 5.8. - Consolidation of Trusts
If at any time after my death there is in existence a trust under my Will or any trust
agreement created by me having identical beneficiaries and substantially the same terms as any
trust under this Agreement, my Trustees may terminate the trust hereunder and transfer the
assets thereof to the Trustees of such other trust, to be administered by the Trustees thereof.
Different termination dates under the applicable Rule Against Perpetuities shall not be deemed
a difference in the terms of such trusts, but the portion of the trust representing the transferred
assets shall retain the same termination date as the original trust.
Section 5.9. -Termination of Trusts
Notwithstanding anything herein, any trust created hereunder for any person shall
(unless terminated earlier) terminate upon the day preceding the expiration of the maximum
period permitted under the United States Virgin Islands Rule Against Perpetuities, for the
vesting of an interest in a trust and upon such date the assets of such trust shall be distributed to
such person.
Section 5.10. — Equitable Adjustment
If any of my Trustees decides to exercise or not exercise any fiduciary power granted
by this Agreement or by law (including, without limitation, any election available to my
Trustee) and the exercise or nonexercise of such power confers a benefit on one Beneficiary or
class of Beneficiaries hereunder and imposes a detriment upon another Beneficiary or class of
Beneficiaries hereunder, my Trustees shall not attempt to restore the interests of the
Beneficiaries or classes of Beneficiaries to the position otherwise contemplated by this
Agreement through adjustment between income and principal or otherwise.
Section 5.11. - Lapsed Distribution
Except as otherwise specifically provided in this Agreement, a provision for
distribution to an individual who is not surviving at the date such individual otherwise becomes
eligible for such distribution shall lapse notwithstanding any law to the contrary.
Section 5.12. - Notice
Any notice required hereunder shall be delivered personally or sent by first class or
12
EFTA00811623
certified mail addressed to the last known address of the intended recipient.
Section 5.13. - Termination of Trust
An instrument in writing completely revoking this Agreement shall, without more,
upon delivery to any of my Trustees, completely terminate all of my Trustees' right, title, and
interest to any life insurance proceeds, death benefits, pension, profit sharing, or other
retirement benefits or any other assets otherwise payable to my Trustees.
Article VI Powers of Trustees
Section 6.1. - Exercise of Judgment and Powers
The Trustee of a trust hereunder has the entire care and custody of all assets of such
trust. My Trustees have the power to do everything my Trustees in good faith deem advisable
without necessity of any judicial authorization or approval, even though but for this power it
would not be authorized or appropriate for fiduciaries under any statutory or other rule of law.
My Trustees shall exercise my Trustees' best judgment and discretion for what my Trustees
believe to be in the best interests of such trust and the Beneficiaries of such trust. If more than
two Trustees are empowered as my Trustee to participate in the decision to exercise or not
exercise any fiduciary power granted by this Agreement or by law, a majority of such Trustees
shall be empowered to make such decision.
Section 6.2. - Compensation of My Trustee
Each Trustee acting hereunder shall be entitled to annual compensation for services
performed hereunder in the amount of Two Hundred Fifty Thousand Dollars ($250,000) per
year, in addition to any bequest to which they may be entitled under this terms of this Trust.
No other compensation shall be payable to my Trustees hereunder; provided, however, that my
Trustees shall be reimbursed for all reasonable costs, expenses, charges, and liabilities
incurred or paid in connection with acting as Trustee or performing services hereunder,
including, but not limited to, fees and expenses of counsel or any other agents hired by my
Trustees, and my Trustees shall not be liable therefor individually. My Trustees have
discretion to pay such compensation and such reimbursements from trust assets, without
obtaining judicial authorization or approval.
Section 6.3. - General Investment Powers
A. Except as otherwise provided in this Agreement, my Trustees have the
power with respect to each and every trust created hereunder:
I. To enter upon and take possession of the assets of such trust and collect
the income and profits from such assets, and to invest and reinvest such assets in real,
personal, or mixed assets (including the common trust funds of a corporate fiduciary) or in
undivided interests therein without being limited by any present or future investment laws;
2. To retain all or any part of the assets of such trust (without regard to the
proportion that any one asset or class of assets may bear to the whole) in the form in which
l3
EFTA00811624
such assets were received or acquired by my Trustees;
3. To sell or dispose of, exchange, transfer, invest, or loan all or any part of
the assets of such trust which my Trustees hold, at any time, for such sums or upon such
terms as to payment, security, or otherwise as my Trustees determine, either by public or
private transactions;
4. To buy and sell options, warrants, puts, calls or other rights to purchase or
sell (collectively called "options") relating to any security or securities, regardless of
whether such security or securities are then held by my Trustees, and whether such options
are purchased or sold on a national securities exchange, and to exercise with respect to such
options all powers which an individual owner thereof could exercise, including, without
limitation, the right to allow the same to expire;
5. With respect to oil, natural gas, minerals, and all other natural resources
and rights to and interests therein (together with all equipment pertaining thereto) including,
without limiting the generality of the foregoing, oil and gas royalties, leases, or other oil and
gas interests of any character, whether owned in fce, as lessee, lessor, licensee,
concessionaire or otherwise, or alone or jointly with others as partner, joint tenant, or joint
venturer in any other noncorporate manner, (a) to make oil, gas and mineral leases or
subleases; (b) to pay delay rentals, lease bonuses, royalties, overriding royalties, taxes,
assessments, and all other charges; (c) to sell, lease, exchange, mortgage, pledge or
otherwise hypothecate any or all of such rights and interests; (d) to surrender or abandon,
with or without consideration, any or all of such rights and interests; (e) to make farm-out,
pooling, and unitization agreements; (f) to make reservations or impose conditions on the
transfer of any such rights or interests; (g) to employ the most advantageous business form
in which properly to exploit such rights and interests, whether as corporations, partnerships,
limited partnerships, mining partnerships, joint ventures, co- tenancies, or otherwise exploit
any and all such rights and interests; (h) to produce, process, sell or exchange all products
recovered through the exploitation of such rights and interests, and to enter into contracts
and agreements for or in respect of the installation or operation of absorption, reprocessing
or other processing plants; (i) to carry any or all such interests in the name or names of a
nominee or nominees; G) to delegate, to the extent permitted by law, any or all of the powers
set forth herein to the operator of such property; and (k) to employ personnel, rent office
space, buy or lease office equipment, contract and pay for geological surveys and studies,
procure appraisals, and generally to conduct and engage in any and all activities incident to
the foregoing powers, with full power to borrow and pledge in order to finance such
activities; together with the power to allocate between principal and income any net
proceeds received as consideration, whether as royalties or otherwise, for the permanent
severance from lands of oil, natural gas, minerals, and all other natural resources;
6. To hold all or any part of the assets of such trust in cash or in bank
accounts without the necessity of investing the same; of such trust;
7. To improve, repair, partition, plat, or subdivide all or any part of the assets
of such trust;
8. To litigate, defend, compromise, settle, abandon, or submit to mediation
or arbitration on such terms and conditions as my Trustees determine any claims in favor of
14
EFTA00811625
or against such trust or the assets of such trust;
9. To loan or borrow money in such amounts and upon such terms and
conditions as my Trustees determine, assume such obligations or give such guarantees as my
Trustees determine, for the purpose of the acquisition, improvement, protection, retention, or
preservation of the assets of such trust, or for the benefit of any of the Beneficiaries who are
entitled or permitted to receive income from such trust;
10. To create or invest in any entity with all or part of the assets of such trust
and to carry on for as long and in such manner as my Trustees determine any business
enterprise held or created by my Trustees or in which I owned any interest at my death,
either individually or as a partner, joint venturer, stockholder, trust beneficiary, or member;
to sell such business enterprise as an ongoing business; to consolidate, merge, encumber,
dissolve, liquidate or undertake any other extraordinary corporate transaction relating to
such business enterprise;
11. To vote in person or by proxy any and all stock or securities and to
become a party to any voting trusts, reorganization, consolidation, or other capital or debt
readjustment of any corporation, association, partnership, limited liability partnership,
limited liability company, or individual with respect to stocks, securities, or debts held by
such trust;
12. Except as provided in Sections 6.3B, C, and D of this Article VI, to enter
into any good faith transactions with my Trustees individually or with any corporation,
partnership, limited liability partnership, limited liability company, or other entity in which
any of my Trustees has an ownership interest;
13. To purchase from my estate any stocks, bonds, securities, real or
personal property, or other assets, or make loans to my estate even though the same person
or persons occupy the office of my Trustee and the office of the Executor of my estate;
14. To lease, mortgage, pledge, grant a security interest in, or otherwise
encumber all or any part of the assets of such trust for any term of years whether or not
beyond the term of such trust (including, without limitation, any such action for the benefit
of any of the Beneficiaries of such trust);
15. To abandon any property of such trust, real or personal, which my
Trustees may deem worthless or not of sufficient value to warrant keeping or protecting; to
abstain from the payment of taxes, water rents or assessments and to forego making repairs,
maintaining or keeping up any such property; and to permit such property to be lost by tax
sale or other proceedings or to convey any such property for a nominal consideration or
without consideration so as to prevent the imposition of any liability by reason of the
continued ownership thereof;
16. To elect the mode of distribution of the proceeds from any profit-sharing
plan, pension plan, employee benefit plan, individual retirement plan, insurance contract, or
I5
EFTA00811626
annuity contract pursuant to the terms of such plan or to change to another custodian of such
plan;
17. To conduct any audit, assessment, or investigation with respect to any
asset of such trust regarding compliance with any law or regulation having as its object
protection of public health, natural resources, or the environment (referred to as
"Environmental Laws"); to pay from the assets of such trust to remedy any failure to
comply with any Environmental Law (even to the exhaustion of all of the assets of such
trust); and, as may be required in my Trustee's judgment by any Environmental Law, to
notify any governmental authority of any past, present, or future non-compliance with any
Environmental Law; and
IS. To refuse to accept any asset distributable to suchtrust.
B. No Trustee shall directly or indirectly buy or sell any property for the
trust from or to himself, or from or to his relative, employer, employee, partner or other
business associate.
C. No Trustee shall as trustee of one trust sell property to himself as trustee
of another trust.
D. No Trustee shall lend trust funds to himself, or to his relative, employer,
employee, partner, or other business associate.
Section 6.4. - Administrative Powers
Except as otherwise provided in this Agreement, my Trustees have the power with
respect to each trust:
A. To employ agents, attorneys-at-law, consultants, investment advisers (to
whom my Trustees have discretion to delegate my Trustees' investment authority and
responsibility), other trustees and other fiduciaries in the administration of my Trustees' duties,
to delegate to such persons, or to one or more of my Trustees, the custody, control, or
management of any part of the assets of such trust as my Trustees determine and to pay for
such services from the assets of such trust, without obtaining judicial authorization orapproval;
B. To delegate, in whole or in part, to any person or persons the authority
and power to (1) sign checks, drafts or orders for the payment or withdrawal of funds,
securities and other assets from any bank, brokerage, custody or other account in which funds,
securities or other assets of such trust shall be deposited, (2) endorse for sale, transfer or
delivery, or sell, transfer or deliver, or purchase or otherwise acquire, any and all property,
stocks, stock warrants, stock rights, options, bonds or other securities whatsoever, (3) gain
access to any safe deposit box or boxes in which assets of such trust may be located or which
may be in the name of any of my Trustees and remove part or all of the contents of any such
safe deposit box or boxes and release and surrender the same, and (4) take any other action that
my Trustee may have the power to take with respect to such trust and the property thereof; no
person or corporation acting in reliance on any such delegation shall be charged with notice of
any revocation or change of such delegation unless such person or corporation receives actual
notice thereof;
16
EFTA00811627
C. To pay any property distributable to a Beneficiary under a legal
disability or who has not attained the age of 21, without liability to my Trustees, by paying
such property (1) to such Beneficiary, (2) for the use of such Beneficiary, (3) to a legal
representative of such Beneficiary appointed by a court or if none, to a relative for the use of
such Beneficiary, or (4) to a custodian for such Beneficiary designated by my Trustees, to
hold until age 21 or such earlier age as shall be the maximum permitted under applicable law;
D. To divide such trust into subsidiary accounts if my Trustees determine
that such division is necessary to maintain fair and accurate records;
E. To permit the Beneficiary of such trust to use, possess, and enjoy real
property, tangible personal property, or club memberships held by such trust;
F. To distribute to such trust or any of the Beneficiaries of such trust in
kind or in cash, or partly in kind and partly in cash, and to allocate different kinds or
disproportionate shares of assets or undivided interests in assets among all of such trusts or all
of such Beneficiaries;
G. In making the division into one or more trusts hereunder (if such trusts
have the same Trustees), to keep the assets of such trusts invested and handled as a single fund
without actual division and to designate such trusts on my Trustees' books as owning a
designated undivided interest in such fund;
H. To have evidence of ownership of any security maintained in the
records of a Federal Reserve Bank under the Federal Reserve Book Entry System; to deposit
funds in any bank or trust company; to carry in the name of any of my Trustees or the nominee
or nominees of the Trustees and with or without designation of fiduciary capacity, or to hold in
bearer form, securities or other property requiring or permitting of registration; and to cause
any securities to be held by a depository corporation of which a Trustee is a member or by an
agent under a safekeeping contract; provided, however, that the books and records of my
Trustees shall at all times show that such investments are part of such trust;
I. To register or not register such trust with the probate division of the
Superior Court of the United States Virgin Islands or otherwise and to make all decisions
which relate thereto;
J. To give any Beneficiary of any trust hereunder a general power of
appointment exercisable in such Beneficiary's Will over all or part of such trust, subject to any
terms and conditions as my Trustees determine, by written notice to such Beneficiary; to
eliminate any such power of appointment by written notice to the Beneficiary; and to
irrevocably release the power under this paragraph to give a power of appointment or to
eliminate a power of appointment;
K. To renounce and disclaim, in whole or in part, and in accordance with
applicable law, any assets, interests, rights, or powers (including any power of appointment)
which are payable to (or exercisable by) such trust or over which my Trustees have any right,
title, interest, or power; and
17
EFTA00811628
L. To make, execute, and deliver any and all such instruments in writing as
shall be necessary or proper to carry out any power, right, duty, or obligation of my Trustees
or any disposition whatsoever of such trust or any asset of such trust and to exercise any and
all other powers incidental or necessary to carry out or to fulfill the terms, provisions and
purposes of such trust.
Section 6.5. - Restrictions on Exercise of My Trustee's Powers
A. Notwithstanding any provision of this Agreement to the contrary, a
Trustee shall not participate in a discretionary decision to exercise or not exercise any
fiduciary power to (1) distribute income from or principal of any trust hereunder to himself or
herself; or (2) distribute income from or principal of any trust hereunder for the health,
support, maintenance or education of a Beneficiary if such Trustee has a legal obligation to
provide for the health, support, maintenance or education of such Beneficiary from such
Trustee's personal assets. For purposes of this paragraph, a person whose interest in a trust
hereunder is limited to a remote contingent interest (for example, a contingent remainderman
whose interest depends upon another person failing to survive to a specified age or a person
designated to receive assets only in the event a power of appointment is not exercised) shall
not be treated as a person who is or may be a Beneficiary of such trust.
B. A Trustee of any trust hereunder may by a written notice delivered to
the other Trustee (or Trustees) of such trust decline to participate in the decision to exercise or
not exercise any fiduciary power granted by this Agreement or by law.
C. If a Trustee of any trust hereunder is not empowered (because of a
conflict of interest, declination to act or otherwise) to participate in the decision to exercise or
not exercise any fiduciary power granted by this Agreement or by law, then the remaining
Trustee or Trustees of such trust shall be empowered to make such decision. If no Trustee or
successor Trustee is empowered to participate in such decision, my Trustees may designate a
substitute Trustee to serve as Trustee of such trust who shall be empowered to make such
decision but has no other power or authority of the Trustees. Such designation shall be by
written notice delivered to such substitute Trustee.
Article VII Provisions Concerning Trustees
Section 7.1. - Successor Trustees
In the event a Trustee resigns, is removed, becomes incapacitated or is unwilling or is
unable to serve, EVA ANDERSSON DUBIN shall be appointed the successor trustee. In the
event that any other original Trustee or any successor or additional Trustee resigns, is
removed, becomes incapacitated, or is unwilling or is unable to serve, KATHRYN
RUEMMLER shall first be appointed to fill any vacancy of such original, successor or
additional Trustee, and thereafter STEPHEN HANSON shall next be appointed to fill any
vacancy of such original, successor or additional Trustee, such that the total number of
Trustees acting on behalf of the Trust at all times shall be three.
Section 7.2. - Appointment of Trustee
18
EFTA00811629
The appointment of a successor Trustee hereunder shall become effective when such
successor Trustee signs an acceptance of the trust.
Section 7.3. - Resignation of Trustees
Any Trustee may resign at any time, without the approval of any court, by an
instrument in writing filed with the trust records. In addition, if there is filed with the trust
records a written certification from any attending physician of any individual Trustee of a trust
that he or she is no longer able to make decisions with respect to such trust, then from the date
of filing of such certification, such individual Trustee shall be deemed to have resigned for all
purposes of this Agreement.
Section 7.4. - Vacancy in Office
If there is a vacancy in the Trustees and no successor Trustee is designated pursuant to
Section 7.1 who is willing to act, the legally competent adult Beneficiary (or a majority in
beneficial interest of the legally competent adult Beneficiaries if there are multiple
Beneficiaries) then entitled or permitted to receive income from such trust shall designate a
successor Trustee by an instrument in writing delivered to the designated Trustee. if the legally
competent adult Beneficiaries do not designate a successor Trustee within sixty days after
receipt of notice of such vacancy or if there is no legally competent adult Beneficiary of such
trust, my Trustees shall designate a successor Trustee by written notice delivered to the
designated Trustee and each adult beneficiary then entitled or permitted to receive income from
such trust. If no successor Trustee is designated pursuant to this Section 7.4, then a successor
Trustee shall be named by order of a court of competent jurisdiction. All of the fees and
expenses of my Trustees (including attorneys' fees) attributable to the appointment of a
successor Trustee of a trust shall be paid from the assets of such trust.
Section 7.5. - Elimination of Bond
No bond or other security shall be required of any Trustee hereunder in any jurisdiction.
Section 7.6. - Exculpation and Indemnification of My Trustee
No one serving as the Trustee of any trust under this Agreement shall be accountable or
responsible to any person interested in any trust hereunder for the manner in which my
Trustees shall in good faith exercise any discretionary authority or any power of my Trustees.
No one serving as the Trustee of any trust under this Agreement shall be liable for any loss or
depreciation in value occasioned by reason of any negligence, error or mistake of judgment in
entering into any transaction, in making any sale or investment, in continuing to hold any
property, or by reason of any action or omission, whether by my Trustees or any other
fiduciary, unless such Trustee has acted in bad faith. In the absence of proof by affirmative
evidence to the contrary, each Trustee shall be deemed to have acted within the scope of my
Trustees' authority, to have exercised reasonable care, diligence, and prudence and to have
acted impartially as to all interested persons. A Trustee shall not be liable for the acts or
defaults of another Trustee.
In the event a legal action is brought against any individual serving as the Trustee of
19
EFTA00811630
any trust under this Agreement, all legal fees and related expenses incurred in connection with
the defense of such legal action shall be paid by such trust without court authorization;
provided, however, that (a) no such payment shall (or shall continue to) be made if a court
enters an order prohibiting such payment, and (b) such Trustee shall refund to the trust any
such payments that previously had been made if a court enters an order directing that such
payments be refunded, or if a court concludes that such Trustee acted in bad faith.
Section 7.7. - Relief from Virgin Islands Statutory Provisions
Pursuant to Section 1212, Title 15, of the Virgin Islands Code, I hereby relieve my
Trustees and any Successor Trustees of the requirements imposed by Chapter 59, Title 15 of
the Virgin Islands Code, or any similar successor law respecting public filings of inventories
and accountings by Trustees. Furthermore, pursuant to Section 1107, Title 15, of the Virgin
Islands Code, I hereby relieve the my Trustees and any Successor Trustees, to the extent
allowable, from any all duties, restrictions, and liabilities which would otherwise be imposed
upon my Trustees by Chapter 57, Title 15, Virgin Islands Code. This Section 7.7 shall not be
deemed a waiver of any and all other rights, powers, or restrictions otherwise granted to my
Trustees in this Agreement.
Article VIII Miscellaneous Provisions
Section 8.1. - Representation of Person Under a Disability
To the extent allowed by law, where a party to any proceeding with respect to any trust
hereunder has the same interest as a person under a disability, legal process shall not be
required on the person under a disability.
Section 8.2. - Simultaneous Deaths
If a Beneficiary under this Agreement and I die simultaneously or under such
circumstances that it is difficult to determine who died first, then for all purposes of this
Agreement such Beneficiary shall be deemed to have predeceased me.
Section 8.3. - Law Governing
This Agreement and each trust created by it shall in all respects and for all purposes be
governed and regulated by the laws of the Territory of the United States Virgin Islands, as they
now exist and may from time to time be enacted, amended, or repealed. All questions regarding
the validity, construction and administration of this Agreement, or any of its provisions, and of
any trust created by it shall be determined solely by the laws of that Territory. The courts of the
State of Delaware and the U.S. Virgin Islands shall have primary supervision over the
administration of each trust created by this Agreement. It is intended that each such trust shall
be a U.S. domestic trust as defined in Title 26 section 7701(a)(30) of the Code by virtue of
meeting the court and control test. As provided in Treas. Reg. section 301.7701-
7(c)(4)(D), if both a United States court and a foreign court are able to exercise primary
supervision over the administration of the trust, the trust meets the court test.
Notwithstanding anything to the contrary in this Agreement, my Trustees of each trust
20
EFTA00811631
created under this Agreement have discretion at any time or times following my death to
transfer the situs of such trust to such other country, or such other jurisdiction as my Trustees
determine, without obtaining judicial authorization or approval (unless such judicial
authorization or approval is required by applicable law) and without the filing of any bond. My
Trustees' determination to transfer the situs of any trust under this Agreement shall be
evidenced by an instrument in writing signed, witnessed and acknowledged by my Trustees in
the same manner as would be required for a deed. My Trustees are authorized to take whatever
actions are necessary to effect such a transfer of situs. If judicial authorization or approval is
required to effect such a transfer of situs, I intend and desire that the appropriate court accept
the determination of my Trustees concerning the transfer of the situs of such trust even if one
or more Beneficiaries disagree with such determination. From and after my Trustees' transfer
of the situs of a trust pursuant to this Section 8.3 of Article VIII, the administration of such
trust shall be governed by the law of the new situs of such trust.
Section 8.4. - Definition of Terms
Except as otherwise specifically provided herein, as used in this Agreement,
A. The term "Trustee" means all persons or entities who occupy the office
of Trustee of any trust hereunder while such persons or entities occupy such office, whether
one or more persons or entities occupy the office of Trustee at the same time or times, and
includes any successor Trustee or Trustees. The term "Executor" of a person's estate means all
persons or entities who occupy the office of personal representative, administrator, executor, or
ancillary administrator while such persons or entities occupy such office, whether one or more
persons or entities occupy such office at the same time or times, and includes any successor or
successors to that office. A reference to a person's Will means such person's Last Will and
Testament and any Codicil or Codicils thereto.
B. A reference to any tax also includes any interest or penalties thereon.
The term "my Gross Estate" means my gross estate as finally determined for purposes of
computing my federal estate tax.
C. Whenever the singular number is used, the same shall include the plural,
and the masculine gender shall include the feminine and neuter genders.
Section 8.5. - No Contest
If any Beneficiary under this Agreement shall in any way directly or indirectly (a)
contest or object to the probate of my Will or to the validity of any disposition or provision of
my Will or of this Agreement or (b) institute or prosecute, or be in any way directly or
indirectly instrumental in the institution or prosecution of, any action, proceeding, contest,
objection or claim for the purpose of setting aside or invalidating my Will or this Agreement or
any disposition therein or herein or provision thereof or hereof, then I direct that (aa) any and
all provisions in this Agreement for such Beneficiary and his issue in any degree shall be null
and void and (bb) my estate whether passing under my Will or this Agreement or pursuant to
the laws of intestacy shall be disposed of as if such Beneficiary and his issue in any degree had
all failed to survive me.
21
EFTA00811632
Section 8.6. -Trustee Notice
My Trustees may have duties and responsibilities in addition to those described in this
Agreement. If my Trustees have questions, my Trustees should obtain legal advice.
CONCLUSION
I have duly executed this Amended and Restated Trust Agreement on the date set opposite
my signature.
Date
Je y E. Epstei ra or
Date
Darren K. Indyke, Trustee
Date
Richard D. Kahn, Trustee
Date
Terje Rod-Larsen, Trustee
22
EFTA00811633
Section 8.6. -Trustee Notice
My Trustees may have duties and responsibilities in addition to those described in this
Agreement. If my Trustees have questions, my Trustees should obtain legal advice.
CONCLUSION
I have duly executed this Amended and Restated Trust Agreement on the date set opposite
my sign:
Date co la in
Je E. Epstein,
Date (40 lasIn
Darren K. Indyke, Trustee
Date (40)39117
Richard D. Kahn, Trustee
Date
Terje Rod-Larsen, Trustee
22
EFTA00811634
Section 8.6. -Trustee Notice
My Trustees may have duties and responsibilities in addition to those described in this
Agreement. If my Trustees have questions, my Trustees should obtain legal advice.
CONCLUSION
I have duly executed this Amended and Restated Trust Agreement on the date set opposite
my signature.
Date _Qat
Date (4009 in
Date (4 tag b
Richard D. Kahn, Trustee
Date
Terje Rod-Larsen, Trustee
22
EFTA00811635
Section 8.6. -Trustee Notice
My Trustees may have duties and responsibilities in addition to those described in this
Agreement. If my Trustees have questions, my Trustees should obtain legal advice.
CONCLUSION
I have duly executed this Amended and Restated Trust Agreement on the date set opposite
my signature.
Date
Date
Date
Richard D. Kahn, Trustee
Date
Terje Rod-Larsen, Tnistee
22
EFTA00811636
STATE OF NEW YORK
)ss:
COUNTY OF NEW YORK
The foregoing instrument was subscribed and sworn to before me this day of June, 2017 by JEFFREY
E. EPSTEIN, the Grantor, who is personally known to me or who has produced
as identification.
Sworn to before me this
s„± day of June, 2017.
aiabb Notary Public
NAME AVOIU
NOTARY PUBLIC -STATE OF NEW YORK
No. 01AV6313116
Qualified In Richmond County
My Commission Expires October 14. 2015
23
EFTA00811637
STATE OF NEW YORK )
)ss:
COUNTY OF NEW YORK )
rrel-V1
The foregoing instrument was subscribed and sworn to before me thiso.fri day of June, 2017, by
DARREN K. INDYKE, a Trustee, who is personally known to me or who has produced
as identification.
Sworn to before me this
a lh day of June, 2017. HABIBE AVDIU
NOTARY PUBLIC-STATE OF NEW YORK
No. DIAV6313116
Qualified In Richmond County
My Commission Expiros October 14. 2018
aulcu
Notary Public
STATE OF NEW YORK )
)ss:
COUNTY OF NEW YORK )
The foregoing instrument was subscribed and sworn to before me this Qv day of June, 2017, by
RICHARD D. KAHN, a Trustee, who is personally known to inc or who has produced
as identification.
Sworn to before me this
OXI411 day of June, 2017. HABIBE AVDIU
NOTARY PUBLIC-STATE OF NEW YORK
No. 01AV6313116
Qualified In Richmond County
cfrialodle atha
Notary Public
My Commission holies October 14. 2018
STATE OF NEW YORK )
)ss:
COUNTY OF NEW YORK )
The foregoing instrument was subscribed and sworn to before me this day of 2017, by
TERJE ROD-LARSEN a Trustee, who is personally known to me or who has produced
as identification.
Sworn to before me this
day of , 2017.
Notary Public
24
EFTA00811638
STATE OF NEW YORK
) ss:
COUNTY OF NEW YORK
The foregoing instrument was subscribed and sworn to before me this/Way of June, 2017 by JEFFREY
E. EPSTEIN, the Grantor, who is personally known to me or who has produced
as identification.
Sworn to before me this
day of June, 2017.
be actiat
Notary Public
HABIBE AVDIU
NOTARY PUBLIC-STATE OF NEW YORK
No. 01AV6313116
Qualified in Richmond County
My Commission Expires October II. 2018
23
EFTA00811639
STATE OF NEW YORK
)ss:
COUNTY OF NEW YORK )
The foregoing instrument was subscribed and sworn to before me
thi -il y of June, 2017, by
DARREN K. INDYKE, a Trustee, who is personally known to
me or who has produced
as identification.
Sworn to before me this
c.a-tikl day of June, 2017. IMBIBE AVDIU
NOTARY PUBLIC-STATE OF NEW YORK
No. 01AV6313116
Qualified In Richmond County
Obietbi tiolai
Notary Public
My Commission Expires October 14. 2018
STATE OF NEW YORK
)ss:
COUNTY OF NEW YORK
The foregoing instrument was subscribed and sworn to before me thisc
7-1 1kly of June, 2017, by
RICHARD D. KAHN, a Trustee, who is personally known to me or
who has produced
as identification.
Sworn to before me this
an ih day of June, 2017. IMBIBE AVM
NOTARY PUBLIC-STATE OF NEW YORK
No. 01AV6313116
Qualified In Richmond County
csiohtilcv thdta
Notary Public
My Commission Expires October 14. 2011
STATE OF NEW YORK
)ss:
COUNTY OF NEW YORK )
The foregoing instrument was subscribed and sworn to before me this day of
TERJE ROD-LARSEN a Trustee, who is personally known to 2017, by
me or who has produced
as identification.
Sworn to before me this
day of , 2017.
Notary Public
24
EFTA00811640
STATE OF NEW YORK
) ss:
COUNTY OF NEW YORK
The foregoing instrument was subscribed and sworn to before me thiagy of June, 2017 by JEFFREY
E. EPSTEIN, the Grantor, who is personally known to me or who has produced
as identification.
S It to before me this
day of June, 2017.
Okihthe an6a
Notary Public
NAME AVDIU
NOTARY PUBLIC-STATE OF NEW YORK
No. 01AV6313116
Qualified In Richmond County
My Commission Expires October 11, 2016
23
EFTA00811641
STATE OF NEW YORK )
)ss:
COUNTY OF NEW YORK )
The foregoing instrument was subscribed and sworn to before me this.-n-i
day of June, 2017, by
DARREN K. TNDYKE, a Trustee, who is personally known to me or who
has produced
as identification.
Sworn to before me this
day of June, 2017. IMBIBE AVOIU
NOTARY PUBLIC-STATE OF NEW YORK
No. 01AV6313116
Qualified in Richmond County
Cathhi audw My Commission Expires October 14. 2018
Notary Public
STATE OF NEW YORK )
)ss:
COUNTY OF NEW YORK )
The foregoing instrument was subscribed and sworn to before me thisc-ai day of
June, 2017, by
RICHARD D. KAHN, a Trustee, who is personally known to me or who
has produced
as identification.
Sworn to before me this
cai -h day of June, 2017. IMBIBE AVOW
NOTARY PUBLIC -STATE OF NEW YORK
No. 01AV6313116
Qualified In Richmond County
CVOM9A2 (/J My Commission Expires October 14. 2018
Notary Public
STATE OF NEW YORK )
)ss:
COUNTY OF NEW YORK )
The foregoing instrument was subscribed and sworn to before me this day of 2017, by
TERJE ROD-LARSEN a Trustee, who is personally known to me or who has
produced
as identification.
Sworn to before me this
day of , 2017.
Notary Public
24
EFTA00811642
STATE OF NEW YORK
) ss:
COUNTY OF NEW YORK
rritin
The foregoing instrument was subscribed and sworn to before me thison day of June, 2017 by JEFFREY
E. EPSTEIN, the Grantor, who is personally known to me or who has produced
as identification.
Swop to before me this
cj.Wiln day of June, 2017.
Notary Public
NAME AVOIU
NOTARY PIJILIC-STATE OF NEW YORK
No. OlAY6313116
Qualified in Richmond County
wy COMmbilOn EXpiref <MOW II. 2018
23
EFTA00811643
STATE OF NEW YORK )
)ss:
COUNTY OF NEW YORK )
The foregoing instrument was subscribed and sworn to before me this lclay of June, 2017, by
DARREN K. INDYKE, a Trustee, who is personally known to me or who has produced
as identification.
Sworn to before me this
c..‘72141 day of June, IMBIBE AVDIU
2017.
NOTARY PUBLIC-STATE OF NEW YORK
No. 01AV6313116
Qualified in Richmond County
My Commlulon Expires October 14. 2018
C2Vigh,th lulu(
Notary Public
STATE OF NEW YORK )
)ss:
COUNTY OF NEW YORK )
The foregoing instrument was subscribed and sworn to before me thisj—i • day of June, 2017, by
RICHARD D. KAHN, a Trustee, who is personally known to me or who has produced
as identification.
Sworn to before me this
c..D. 44" day of June, 2017. NAME AVDIU
NOTARY PUBLIC -STATE OF NEW YORK
No. 01AV6313116
Qualified In Richmond County
My Commission Expires October 14. 2018
Notary Public
STATE OF NEW YORK )
)ss:
COUNTY OF NEW YORK )
The foregoing instrument was subscribed and sworn to before me this day of 2017, by
TERJE ROD-LARSEN a Trustee, who is personally known to me or who has produced
as identification.
Sworn to before me this
day of 2017.
Notary Public
24
EFTA00811644