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******************************

LAST WILL

AND TESTAMENT

OF

STEPHAN

McCREA

****************************** Dated:

o c .)

1993

MILDANK,TWEED.
1 CHASE

HADLEY
10005

& HCCLOY
PLAZA

MANHATTAN

"

NEW YORK

,,'

I, STEPHAN publish revoking and declare all wills

McCREA,

of Broward

County,

Florida,

do make, hereby

this to be my Last Will and Testament, and codicils at any time heretofore

made by me.

FIRST: rugs, pictures, objects

I give and bequeath books, silver, plate, apparel,

all furniture,

furnishings,

linen, china, automobiles

glassware, and their owned by me

of art, wearing

jewelry,

accessories,

and all other tangible

personal

property

at the time of my death to my wife, survives me. It is my intention of the Florida

JANUS MARLA

KAYMAN,

if she

to avail myself Statutes,

of the provisions request

of Section

732.515

and I hereby

that there be given effect during my lifetime,

any written

statement

or list I may make property in

disposing

of my tangible me.

personal

the event my said wife does not survive

SECOND: Thousand survives increased Dollars me.

I give and bequeath ($300,000), to my wife,

the sum of Three Hundred JANUS MARLA SECOND KAYMAN, if she

The bequest

made by this Article change between

shall be Price Index

by the percentage

the Consumer All Items)

(All Urban Consumers:

U.S. City Average,

for January if such

1993 and the index for the month index has increased during

in which my death occurs,

that period.

THIRD:

A.

If my wife,

Janus Marla Kayman, hereinafter named

survives an amount

me, I give and bequeath equal to the maximum (determined giving before

to the Trustees

amount by which my federal to this Article or renunciation passing

taxable THIRD which

estate and before

giving effect

effect

to any disclaimer

my wife may

make of any interests whether causing under

in property

to her upon my death without by reason against of

this Will or otherwise)

may be increased tax payable

an increase

in the federal estate into account

my death after taking such tax, except

all credits

available

that the credit

for state death

taxes shall be

taken into account increase

only to the extent

that it does not result otherwise

in an

in the state death B.

taxes which would the Trustees

be payable.

I direct to manage,

to hold said amount, the same, to

IN TRUST, collect

NEVERTHELESS,

invest and reinvest

the income

thereof,

and to pay over or apply JANUS MARLA KAYMAN,

the net income in as nearly

to or for the benefit equal quarterly during trust, Article her life.

of my wife,

installments

as practicable,

but at least annually, of the to

Upon the death

of my wife the principal shall be disposed

as it is then constituted, SIXTH hereof. C. 1.

of pursuant

In computing

the amount

of this for federal

bequest, estate

the values

and amounts

as finally determined

tax purposes

shall control. 2. This bequest may be funded with cash

or other property property

or a combination

thereof,

and any such other

so used shall be valued

as of the date of its

distribution. 3. bequest extent any property There shall be allocated to this to the expenses

(and the proceeds

of any property), administration

not used in the payment

of debts,

and taxes, which does not qualify allowable which in determining

for the marital

deduction or

the federal

estate tax on my estate for federal estate tax

is includible

in my gross estate

purposes

and also subject tax, estate

by reason of my death to any inheritance tax or other death duty in any foreign thereof, together with such in

tax, transfer country

or political property

subdivision

additional full.

as may be necessary

to fund this bequest

FOURTH: appointment

If at any time of my death B of Article

I possess

a power

of

under paragraph

SECOND of an Indenture

dated May 27, 1988, whereby trust partially direct

my mother,

Faith E. Conger, exercise

created and

for my benefit,

I hereby

such power

that the principal

of the trust estate

subject

to such power

shall be transferred, hereinafter A. Trustees manage, thereof, benefit named,

conveyed

and paid over to the Trustees of as follows: survives me, the

to be disposed

If my wife,

Janus Marla Rayman,

shall hold the same, invest and reinvest

IN TRUST, NEVERTHELESS,

and shall the income to or for the

the same, shall collect

and shall pay over or apply the net income of my wife, JANUS MARLA RAYMAN, as practicable,

in as nearly equal
but at least annually, of the to

quarterly during trust, Article

installments

her life.

Upon the death of my wife the principal shall be disposed

as it is then constituted, SIXTH hereof. B. If my wife,

of pursuant

Janus Marla Rayman,

does not survive of pursuant

me, to

the principal Article

of said trust estate

shall be disposed

SIXTH hereof.

FIFTH: property and estate,

All the rest, residue

and remainder

of my kind and or (my

both real and personal, of which

of whatsoever

wheresoever of which

situated,

I shall die seized or possessed at the time of my death

I shall be entitled estate") A. 1.

to dispose

"residuary

shall be disposed

of as follows: survives me, I

If my wife,

Janus Marla Rayman, estate

give, devise hereinafter and reinvest

and bequeath named,

my residuary

to the Trustees invest

IN TRUST, NEVERTHELESS,

to hold, manage,

the same, to collect

the income thereof,

and to pay

over or apply the net income, installments

in as nearly

equal quarterly to or

as may be practicable, of my wife,

but at least annually, during

for the benefit

JANUS MARLA RAYMAN,

her life.

1._

..

_-._--------------Upon the death of my wife, except to the extent direct that her to the reference to this provision

Will shall by specific contrary, the Trustees

shall pay from the principal inheritance, (including imposed legacy,

of this trust

the increase transfer thereon) taxing

in all estate,

succession, and penalties or foreign

or other death taxes [hereinafter "taxes"]

any interest

by any domestic

authority

on the death of my wife by reason for the purposes of this trust

of the inclusion

in her gross estate part of the principal difference wife's between

of any such tax of all or any [such increase being the of my if such in her

all such taxes actually

paid by reason

death

and the taxes which would

have been payable

part or all of the trust principal gross estate], provided, however,

had not been included that such payments

shall be made to the

only from the portion provisions estate

of this trust which, without shall be includible tax purposes.

regard

of this paragraph,

in the gross Such payments of

of my wife

for federal estate

shall be made either my wife interest for payment

to the legal representative by such legal representative or directly to such taxing

of the estate of such taxes, authorities

and penalties

as The

the Trustees, Trustees

in their absolute

discretion,

shall determine. certification of the

may rely solely upon the written of the estate

legal representative such increase increase payable

of my wife as to the amount

of

to each taxing authority,

may pay any such

in one or more installments to make any further or apportionment

and shall have no duty or inquiry or take part in the and upon making determined

responsibility determination payment

of such taxes,

of such increase

as the same shall be finally liability

the Trustees therewith. penalties

shall have no further Payment

in connection interest and for

of such increase

in such taxes,

shall

fully discharge

all liability

of this trust

such taxes,

interest

and penalties, 4

it being my intention

and

direction taxes,

that my wife not have any power to apportion or penalties against this trust. the remainder

additional

interest

Upon the death of my wife, of this trust, pursuant

of the principal of

as it is then constituted, SIXTH hereof. forming

shall be disposed

to Article 2.

If any property

a part of the principal by the may

of

the trust Trustees retain

is unproductive or thereafter

at the time of its receipt unproductive,

becomes

the Trustees

the same if they deem the retention of the trust estate, demand

of such property provided,

to be that

in the best interests the Trustees, property

however,

upon written

of my wife,

shall make such property within a

productive time. 3.

or convert

it to productive

reasonable

It is my intention is a "qualifying 2056(b)(7)

by this paragraph income interest

A to create

an

interest defined that,

which

for life" as Code, so

in Section

of the Internal

Revenue

if and to the extent my Executors "qualified terminable

so elect,

this trust will as defined in

constitute

interest

property"

that section. administered

This Will

shall be construed

and this trust

shall be

in all respects

so as to effectuate

this intention. death

To that end, any net income on hand or accrued shall be paid to her estate to the extent law and to any greater qualifying income B. I give, devise hereinafter hereof. extent required

upon my wife's

provided

by applicable interest a

to make my wife's

interest

for life. Janus Marla Kayman, my residuary does not survive to the Trustees SIXTH me,

If my wife,

and bequeath

estate

named,

to be disposed

of pursuant

to Article

SIXTH: directed

Any property

of my estate

or of any trust shall be held

to be disposed

of pursuant

to this Article

by the Trustees following

hereinafter

named,

IN TRUST,

NEVERTHELESS,

for the

uses and purposes:

To hold, manage,

invest and reinvest

the same, to collect

the income thereof, thereof,

and to pay over or apply in such

the net incomJ and principal amounts and proportions

to such extent,

and at such time or times as the Trustees, deem advisable, to or for the benefit and sisters of the descendants discretion, shall be added

in their absolute

discretion,

of such one or more of the children living

of my brother

from time to time, or to such one or more as the Trustees,

of such children, select.

in their absolute

Any net income not so paid over or applied of the trust at least annually and disposed of pursuant

to the principal thereafter

and shall

be held, administered Any property disposed

of as a part thereof. SIXTH

to this Article

having mother,

as its source the principal Faith E. Conger, trust pursuant

of the trust created

by my

on May 27, 1988, shall be held as a to the foregoing terms and such trust shall

separate terminate

upon the twenty-first of my mother,

(21) anniversary Faith E. Conger,

of the last to die in being on May

of the descendants 27, 1988.

Any other property

directed

to be disposed

of pursuant trusts

to this Article pursuant terminate

SIXTH may be held as one or more ELEVENTH hereof,

separate

to Article

and any such trust

shall

upon the twenty-first of my mother,

(21) anniversary Faith E. Conger,

of the last to die in being at the shall be

of the descendants time of my death. divided

Upon termination, number

each of said trusts

into a sufficient

of shares

so that one such share and

is set aside sisters

for each of the children

then living of my brother for the descendants died, then

and one such share is set aside

living of each of said children give, devise and bequeath

who has previously

and I

each such share so set aside

for a living for the

child to such child,

and each such share so set aside

.,....."..".....--------------_._-_.
descendants of a child who has previously per stirpes. died to such descendants, in equal shares

SEVENTH: simultaneously impossible

A.

If my wife, Janus Marla

Kayman,

dies it that I

with me or in such circumstances who predeceased

as to render I direct

to determine

the other,

shall be deemed

to have predeceased

my wife and that the provisions

of this Will shall be construed B.

upon that assumption. the Trustees, at any time and KAYMAN, or

I authorize

from time to time, to pay over to my wife, to apply hereunder whole, for her benefit, for her benefit

JANUS MARLA

out of the principal such portion thereof,

of any trust including deem

held

the

as the Trustees,

in their absolute of assisting

discretion,

advisable medical enjoyed

for the purpose

her in meeting

exceptional

expenses during

and to maintain

the standard

of living we have the other

our marriage,

taking

into consideration

resources

available

to her for these purposes.

EIGHTH:

If any

minor becomes entitled to any property


upon the termination thereof, such

from any trust created property retain

hereunder

shall vest absolutely property, in trust

in such minor. or any portion

The Trustees thereof,

shall bond,

such minor's

without

as a donee of a power To manage, thereof

for the following

uses and purposes: the income

invest and reinvest

the same, to collect

and to apply the net income and principal the whole thereof) for such minor's

to such extent use and at discretion, and

(including

general

such time or times as the Trustees, shall determine, thereupon until such minor

in their absolute

reaches

the age of majority,

to transfer,

convey and pay over the property,

as it is

then constituted,

to such minor.

Any net income not so applied at least annually and

shall be accumulated thereafter

and added to principal

shall be held, administered


7

and disposed

of as a part

thereof. majority, property,

Upon the death of such minor the Trustees shall transfer,

before convey

reaching

the age of

and pay over the executors or

as it is then constituted,

to such minor's

administrators. If the Trustees discretion, determine in the exercise of their absolute or to continue to

at any time not to retain

hold, as the case may be, any part or all of such property, shall have full power and authority property, or any part thereof, to transfer bond,

they

and pay over such parent

without

to such minor's or to a

or to the guardian custodian pursuant

of his or her person

or property, Gifts

for such minor to which

under any Uniform

to Minors

Act

a custodian

is acting or may be appointed.


guardian, or custodian to whom

The receipt any property

of the parent,

is transferred

and paid over pursuant

to any of the from all

above provisions liability with

shall be a full discharge thereto. shall be entitled

to the Trustees

respect

The Trustees services under

to compensation

for their allowed of

this Article

at the rates and in the manner trusts under

to trustees Florida

of testamentary

the laws of the state

in effect

from time to time. any fund pursuant to this Article, the

In administering Trustees

shall have all of the powers

conferred

upon them under

this Will. The term "minor" to refer to an individual may execute property a binding as used in this Article, under the age at which to dispose shall be deemed

such individual

contract

of real or personal

under the laws of the state of his or her domicile. NINTH: I appoint CHARLES my wife, JANUS MARLA KAYMAN, and my

brother-in-law, and Testament

R. LAWSON,

Executors

of this my Last Will created.

and Trustees

of the trusts hereby

If only one of my wife and my brother-in-law Executor or Trustee hereunder, or should there or Trustee

qualify

as

at any time and for hereunder, I such

any reason direct person

be only one Executor

in office

the one qualifying

or the Trustee

in office

to appoint

or such bank or trust company him, her or it hereunder, is acting

as he, she or it shall provided, however,

select if a

to act with

that

bank or trust company it is authorized with

as Executor

or Trustee

hereunder, to act

to appoint

a person

as Executor

or Trustee

it hereunder,

but shall not be required

to do so. of a trust hereunder

If any person who is a beneficiary is acting participate payment receipts as a Trustee

of such trust, he or she shall of any discretionary power

not over the of

in the exercise

of income or principal and expenses between

of such trust or the allocation income and principal

of such trust who is not a

and such power beneficiary

shall alone be exercised

by the Trustee

of said trust. Executor or individual Trustee may resign

Any individual from office without by filing a written appropriate court. Whenever this Will, Executor time. Except

leave of court at any time and for any reason instrument of resignation with the clerk of the

the terms

"Executors"

and "Trustees"

are used or

in

they shall be deemed

to refer to the Executors acting hereunder

and the Trustees

or Trustee

from time to

as provided

by law, I direct

that my Executors and that

shall not be required no Executor, required direction, court, Trustee,

to file any inventory or donee of a power

of my estate

in trust,

shall be

to give any bond.

If, notwithstanding

the foregoing or rule of

any bond is required

by any law, statute thereon.

no sureties

shall be required

TENTH: discretion, property

A.

My Executors

may,

in their

absolute of

elect to treat any part or all of any bequest under this my Will or any other for federal within tax purposes the meaning Code property

passing

includible terminable section

in my estate interest

as "qualified of ("Code"), or any

property"

2056(b)(7) thereto,

of the Internal

Revenue

successor taxing

and any comparable

election

granted

by any other

authority. B. My Executors may make such other discretion, elections deem

under the tax laws as they, advisable, regardless

in their absolute

of the effect thereof

on any of the interests of

under this Will, and I direct such interests pursuant

that there shall be no adjustment

by reason of any action taken by my Executors

hereto. C. My Executors may, in their absolute which I or my estate or

discretion,

disclaim

or renounce

any interest

may have under any other will, under any trust agreement otherwise. D. respect The determination disclaimers of my Executors

with to

to all elections,

and renunciations

referred

in this Article

shall be final and conclusive I authorize my Executors,

upon all persons. in the exercise or after of any

ELEVENTH: their absolute

discretion,

to divide before

(whether before

trust is funded and whether exemption under Section

or after any allocation ("Code") is made)

of GST any any

2631 of the Code

trust or any property trust created The shares separate

used or to be used to fund or augment

under this Will into two or more fractional by the Trustees

shares. as Some an

shall be held and administered but may be managed for granting

trusts,

and invested

in solido.

of the purposes

this authority

are to provide

10

inclusion

ratio

(within the meaning

of Section

2642(a)

of the Code) share to

of zero for the separate which the allocation

trust receiving

the fractional

of GST exemption in Section

is made,

and, if that trust to enable with

is a trust described my Executors respect

2652(a)(3) described

of the Code,

to make the election trust.

in that section

to it as a separate If my Executors

make the so-called

Q-TIP

election

under

Section

2056(b)(7)

of the Code over a portion to a trust hereunder, of their absolute

(but less than all) the Trustees discretion, are to divide as

of any property authorized,

passing

in the exercise as to which

such property to which

the election

is made and the portion prescribed regulation. by Proposed Those

it is not made in the manner or any successor

Reg. S20.2056(b)-7(b)

shares trusts

shall be held and administered with identical terms,

by the Trustees

as separate

so that one of said trusts

is entirely to it. trusts in

subject However, solido. enable

to said election the Trustees

and the other is not subject

may manage

and invest such separate such division

One of the purposes the separate

in authorizing

is to

allocation

of GST exemption

to one or both of

said trusts. Whenever to be combined two trusts created trust under this Will are directed because whether property or not the

into a single

(for example,

of one trust is to be added to the other trust), trusts have different inclusion

ratios with respect

to any common

transferor transfer

or have different

transferors

for generation-skipping in the exercise said trusts, terms the such adds in to

tax purposes,

the Trustees

are authorized,

of their absolute administer accordance combined separate

discretion,

instead of combining

them as two separate with the provisions However, in solido.

trusts with identical that would

have governed

tru5ts. trusts

the Trustees If anyone 11

may manage

and invest my wife)

(for example,

or is deemed

to add by gift or bequest I authorize

property

to a trust

created of their trust

under this Will, absolute

the Trustees,

in the exercise

discretion,

to hold the added property to the trust to which

as a separate

with terms identical and the Trustees in solido.

it would

have been added trusts

may manage

and invest such separate

The Trustees absolute identical created discretion,

are authorized, anyone

in the exercise or more trusts

of their with

to combine

terms for an identical

beneficiary

or beneficiaries The Trustees discretion, are also later to in

under this Will as a single trust. in the exercise

authorized, divide

of their absolute above

such trust as provided

in this Article.

Without

any way limiting Article,

the discretion

of the Trustees will

granted

by this two

I envision

that the Trustees

not elect

to combine

or more trusts with different skipping transfer

inclusion

ratios

for generation-

tax purposes.

TWELFTH: of, the powers expressly Trustees

In addition

to, and not by way of limitation I hereby and the created,

conferred

by law upon fiduciaries, with respect

grant to my Executors with respect hereinafter

to my estate herein

to each of the trust estates enumerated,

the powers or granted their

all of such powers

so conferred in

to be exercised discretion: To purchase

by them as they may deem advisable

absolute (1)

or otherwise

acquire,

and to retain, acquired, or any of or

whether

originally

a part of my estate or subsequently bonds, notes or other securities, property, including

any and all stocks, variety other

of real or personal

securities

interests

in investment

companies

and investment

trusts, for

whether

or not such investments

be of the character

permissible

12

investments investment

by fiduci.ariesi and to make or retain without (2) regard to degree

any such

of diversification. mortgage, transfer, options with

To sell, lease, pledge, or otherwise dispose

exchange, respect estate

convert

of, or grant

to, any and all property or any trust estate,

at any time forming

a part of my

in any manner,

at any time or times, credits beyond and

for any purpose, conditions;

for any price

and upon any terms,

and to enter into leases which extend for leases made by fiduciaries

the period the

fixed by statute duration

and beyond

of any trust. (3) To borrow money for any purpose connected with the

protection, estate,

preservation

or improvement to mortgage

of my estate

or any trust and

and as security

or pledge

upon any terms

conditions

any real or personal or forming

property

of which

I may die seized

or possessed (4) with respect through

a part of any trust estate. or by general or limited proxy or

To vote in person to any shares

of stock or other security;

directly to the

a committee

or other agent, to oppose merger,

or consent

reorganization,

consolidation,

dissolution

or liquidation or mortgage of

of any corporation, any property payments

or to the sale, lease, pledge

by or to any such corporation; to obtain

and to make any the benefits of any

and take any steps proper

such transaction. (5) security words To the extent permitted by law, to register any of

in the name of a nominee with or without that such security

the addition

indicating

is held in a fiduciary in bearer modify form.

capacity;

and to hold any security (6) To complete, mortgages, extend,

or renew any loans, which I

notes,

bonds,

contracts

or any other obligations

may owe or to which charges against

I may be a party or which may be liens or or against my estate, compound, although adjust,

any of my property,

I may not be liable thereon;

to pay, compromise, 13

submit to arbitration,

sell or release any claims or demands of my

estate or any trust against others or of others against my estate or any trust upon any terms and conditions, acceptance mortgages; including the of bonds and

of deeds to real property in satisfaction and to make any payments in connection (7) To make distributions of pecuniary bequests)

therewith.

in kind (including in and to cause any distribution fractional shares in

satisfaction

to be composed of cash, property or undivided property different

in kind from any other distribution

without to any

regard to the income tax basis of the property distributed beneficiary or any trust. To place all or any part of the securities

(8)

which at

any time are held by my estate or any trust estate in the care and custody of any bank or trust company with no obligation while such securities are so deposited to inspect or verify the same and with by the bank or securities placed

no responsibility

for any loss or misapplication

trust company; to have all stocks and registered

in the name of such bank or trust company or in the name of its nominee; to appoint such bank or trust company agent and attorney to collect, receive, receipt for and disburse any income, and generally so-called to perform the duties and services incident to a "custodian" account; and to allocate the Charges and or

expenses of such bank or trust company to income or to principal partially to income and partially (9) to principal.

To appoint, employ and remove, at any time and from attorneys, investment counselors,

time to time, any accountants, expert advisers,

agents, clerks and employees;

and to fix and pay from

their compensation

from income or principal or partially from principal.

income and partially (10) as custodian

Whenever permitted by law, to employ a broker-dealer for all or any part of the securities at any time held

14

by my estate or any trust estate the name of such broker-dealer. (11) To execute

and to register

such securities

in

and deliver powers,

any and all instruments no party to any such

to

carry out any of the foregoing instrument being required

to inquire into its validity

or to see to

the application pursuant

of any money or other property

paid or delivered

to the terms of any such instrument.

IN WITNESS

WHEREOF,

I, STEPHAN

McCREA,

have to this my

Last Will and Testament "r / . day of OC-!-v and Ninety-three.

subscribed

my name and set my seal this

L.~

in the y~ar

Subscribed and sealed by the Testator in the presence of us and of each of us, and at the same time published, declared and acknowledged by him to us to be his Last Will and Testament, and thereupon we, at the request of the said Testator, in his presence and in the presence of each other, have hereunto subscribed our 9Pmes a~ wi tnesses this / <:;!" day of c. rc:,{;>", V; 1993.

c:

\J AL1~

U~iding

at

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15

STATE OF FLORIDA COUNTY OF

15 i2.[

0..:

It--;~]J

SSe

We, STEPHAN

McCREA,

W / (('If
,
and

11\

S.

rs

t.'

jl.)

6 r e 6-

r:!rf,utJlt'e ;::. TA-tf'er


the Testator signed

e~<!,.! r/{.
instrument,

Tfi.f'.(er
names are sworn,

and the witnesses,

respectively,

whose

to the attached

or foregoing officer

having

been

declared presence

to the undersigned of the witnesses,

that the Testator,

in the

signed the instrument

as his last Will, in the presence the Will as a the

that he signed, Testator witness.

and that each of the witnesses,

and in the presence

of each other, signed

Subscribed Testator, and by W;((f

and sworn to before me by STEPHAN


~/11

McCREA,

the

S. Ls~AI~er'G;

Cf},v /.J,.~e ;::.7A ff,,-and


/

Ce ~; I t<!. Tlfff'('r'

the witnesses,

on the

d-

day of o<!f.;;/).eJ'

, 1993.

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