Trustee Powers

The individual Trustees shall have jointly with the corporate Trustee all the powers given the Trustees, except that no individual Trustee shall (a) participate in the exercise of (i) any tax election or allocation which affects such Trustee’s interests or the interests of any person whom such Trustee is legally obligated to support or (ii) any discretion to determine the propriety or amount of payments or distributions of income or principal to such Trustee or to any person whom such Trustee is legally obligated to support, or (b) possess any incident of ownership with respect to any policy of insurance on his or her life. Only the Trustees or Trustee qualified to participate in such tax election, allocation or discretion or to possess such incident of ownership shall exercise that tax election, allocation or discretion and possess that incident of ownership. For all purposes of this trust agreement, the term “Trustee” shall mean the Trustees or Trustee from time to time qualified and acting, and the term “corporate Trustee” shall mean The Northern Trust Company and any successor to it from time to time qualified and acting. The compensation, if any, of the individual Trustees shall be in addition to the full fee of the corporate Trustee. The corporate Trustee shall have sole custody of the trust property and records.

Except as otherwise provided, the Trustees shall act by a majority. If the Trustees qualified to participate in an action or decision of the Trustees are evenly divided, the vote of the [corporate Trustee] [individual Trustee] shall control. Any Trustee who is not qualified to participate in an action or decision of the Trustees and any dissenting Trustee shall have no liability for the acts of the majority.

Any Trustee may resign at any time by written notice to each other Trustee then acting and to each beneficiary then entitled to receive or eligible to have the benefit of the income from the trust.

In case of the death, resignation, refusal or inability to act of any individual Trustee acting or appointed to act hereunder, the remaining Trustees or Trustee shall have all the powers given the originally named Trustees.

The Executor shall take all actions necessary to make a valid election under Section 2010(c)(4) of the Internal Revenue Code of 1986, as amended and as in effect from time to time, to allow my surviving spouse to have the benefit of my deceased spousal unused exclusion amount, if any, to the greatest extent permitted under applicable federal tax law, even if it appears unclear that my spouse or my spouse’s estate could benefit from such exclusion amount and even if a federal estate tax return is not otherwise required to be filed for my estate. The Executor is authorized to pay any expenses or costs associated with making such election as an expense of administration.

To the extent no Executor is appointed for my estate, the Trustee shall take all actions necessary to make a valid election under Section 2010(c)(4) of the Internal Revenue Code of 1986, as amended and as in effect from time to time, to allow my surviving spouse to have the benefit of my deceased spousal unused exclusion amount, if any, to the greatest extent permitted under applicable federal tax law, even if it appears unclear that my spouse or my spouse’s estate could benefit from such exclusion amount and even if a federal estate tax return is not otherwise required to be filed for my estate. The Trustee is authorized to pay any expenses or costs associated with making such election as an expense of administration. In the event the Executor of my estate fails to make such election, I direct the Trustee to make such election independent of the Executor.

From time to time, one or more of the Trust, the Grantor, the Grantor’s spouse, the individual acting as Trustee, and/or one or more entities the interests in which are held directly or indirectly by the Trust, may have or wish to enter into a loan (“Loan”) with the corporate Trustee in its individual capacity (the “Lender”). Having the corporate Trustee acting as both Trustee and Lender poses a conflict of interest because as Trustee, the corporate Trustee has a fiduciary duty to preserve the trust property for the beneficiaries, while as Lender, the corporate Trustee will be a direct or indirect creditor of the trust and in the position of seeking repayment on favorable terms of the Loan from the trust and therefore from the trust property. These competing interests as Lender and as Trustee shall be referred to as the “Conflict of Interest.”

The Grantor specifically (a) waives the corporate Trustee’s Conflict of Interest, and (b) authorizes the corporate Trustee as Trustee to take any action or omit to take any action in good faith related to the Loan, including but not limited to any participation as Trustee in any decision as to when and whether to enter into and repay the Loan or to deal with the collateral and any security interest therein, as though the Conflict of Interest did not exist. The corporate Trustee shall not be liable for any action or omission taken by the corporate Trustee as Trustee in good faith with respect to the Loan, or any action or omission taken by the Lender pursuant to the Loan or any security interest related thereto while the Loan is outstanding, including but not limited to any decision to pursue the Lender’s rights as a security interest holder in the event of any default.

The Trustee [of any trust created hereunder] is authorized to invest in, retain or otherwise deal in any shares or interests in any (i) private investment fund, including a private investment fund organized as a limited partnership, limited liability company, trust or other form, or (ii) management type investment company or investment trust registered, unregistered, or exempt from registration under the Investment Company Act of 1940, (each of the entities described in the foregoing (i) and (ii), a “Fund”), notwithstanding that the Trustee or an affiliate of the Trustee provides services for compensation to such Fund. Notwithstanding the requirements of Section 11-2.3(d) of the New York Estates, Powers and Trusts Law to the contrary, as the same may be in effect from time to time, or any successor provision, the Trustee is authorized to receive annual corporate trustees’ commissions or other compensation with respect to the portion of the trust invested in shares or interests of a Fund, notwithstanding that the Trustee or its affiliate also receives compensation from the Fund for services provided thereto, including but not limited to, as investment advisor, custodian, transfer agent, registrar, sponsor, distributor, manager or general partner. In addition, the Trustee is authorized to otherwise deal or transact business with any of its affiliates, notwithstanding that the Trustee or its affiliate may receive separate fees, commissions, costs or other compensation directly as a result of such dealing or transaction.