may 30, 2003 trust bate stamped.pdf

ORIGINAL WILLWITH CLlENT

TRUST AGREEMENT

Between

ALLAN HAYMES

(hereinafter called "Settlor")

ALLAN HAYMES

(hereinafter called "Trustee" or "Trustees")

and

DATED: S-]O' O?

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AGREEMENT OF TRUST

nAGREEMENT OF TRUST, made the 5 O dayof tl*Y ,zoo3,betweenAllAN

HAyMES (,'Settlor,') and ALLAN IIAYf\4ES (the initial Trustee, and all additional and successor Trustees,

shall hereinafter be referred to as "Trustee" or "Trustees")'

The parties agree as follows:

ARTICLE I TRUST PROPERTY

Clause 1 . Settlor intends that Trustees shall receive properly and directs that any prop-

ertytransferredto Trustees by Settlor at anytime togetherwith anypropertyTrustees mayacceptpursuant

to Clause 2 hereof shall be held by Trustees, IN TRUST, subject to the terms and conditions of this

Agreement.

Clause 2. Persons other than Settlor may, at any time, add to the properly to be held

irereunrler, by Wi1l, transfer, or otherwise, subject to acceptance by Trustees'

ARTICLE II DISPOSITION OF'INCOMEAND PRINCIPAL

Clause 1 . Pa)rynents During Settlo/s Lifetime. During Settlo/s lifetime, Trustees shall

distributeto or apply forthebenefit of Settlor suchportionofthe income andprincipal ofthistust as Settlor

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shall atanytime andfromtimetotimerequestinwriting, orifSettlorisunableto act as Trusteesmaydeem

neceSsary for Settlor,s benefit. Any undistributed income may from time to time be added to principal.

Clause2. Pa)rynentsAfterSettlor'sDeath. UponthedeathofSettlor,thethenprincipal

of the trust, including any undistributed income, shall be administered and distributed as follows:

(a) TrustforWifeandDaughter. IfSettlor'swife,CAROLHA\MES,survives him, Trustees shall hold an amount equal to the lesser of (a) Six Hundred and Fifty Thousand

($650,000.00) Dollars, or (b) one-third (1/3) of Settlor's gross estate as finally determined for federal estate

tax purposes, IN TRUST, for the benefit of Settlor's daughter, LOIS HAYMES, and/or Settlor's wife,

CAROLHAyMES. TrusteesshatlfundthistrustwithSettlor'spartnershipinterestinHYBAssociates.

Trustees shall administer and distribute this trust as follows:

(i) if Wife and Daughter Both Survive Settlor' If Settlor'sdaughter, LOIS I{A\MES, and Settlor's wife, CAROL HAYMES, both survive him, Trustees shall hold

the assets subject to this Trust, IN TRUST, for the following uses and purposes:

(A) TrusteesshalldishibutetoSettlor'sdaughter,LOISHAyMES, all net income of the trust, provided however, that the income distributable to Settlor's daughter

shall not be greaterthan the lesser of (a) Fortythree Thousand Two Hundred Dollars ($43,200'00) per

year (such amount shall be prorated in the event of a short calendar year), or (b) one-third (1/3) ofthe

annualnetincome earnedbysuchtrust, insuchperiodicinstallments as Trustees shall findconvenient,but

at least as often as quarter-annually. Trustees, in their discretion may distribute additional income to or for

the bbnefit of Settlor's daughter, LOIS HA'*fl\4ES, insuch amounts and for suchpurposes as Trustees shall,

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in their sole discretion, determine. A1l remaining net income shall be distributed to Settlor's wife, CAROL

HAYMES.

(I) If Settlor's wife, CAROL HAYMES,predeceases Settlor's daughter, LOIS FIAYIvIES, Trustees shalldistribute all ofthenetincometo Settlor's

daughter in such periodic installments as Trustees shall find convenient, but at least as often as quarter-

annually.

(ID If Settlor's daughter, LOIS HAYMES,predeceases Settlor's wife, CAROL HAYMES, Trustees shall distribute all ofthe net income ofthe trust

to Settlor,swife insuchperiodic installments asTrustees shall findconvenientbutatleastasoftenasquarter-

annually.

(B) IftheintffestinfryBAssociatesissoldorliquidatedso that Trustees receive cash or other liquid assets, this trust shall terminate and Trustees shall distribute

trust assets as follows:

(D Ifbothsettlor'sdauglrter,LoisFlAYivlEs,and Settlor,s wife, CAROL F{AYMES, are then living, Trustees shall distibute assets to Settlor's daughter,

LOIS HAyMES, equivalentinvaluetothe lesserof(a) SixHunclred andFiftyThousand ($650,000.00)

Dollars, or (b) one-third (1/3) of the cash received by Trustees trom the sale of HYB Associates. All

remainingassets receivedbyTrustees fromthe sale or liquidationofHYB Associates,togetherwithother

assets of the trust, if any, shall be distributed to Settlor's wife, CAROL HAYMES'

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(D If Settlor's wife, CAROL HAYMES,predeceases Settlor,s daughter, LOIS HAYMES, Trustees shall distribute assets to Settlor's

daughter

equivalenttoSixHundredandFiflryThousand($650,000.00)Dollars. Allremainingassetsreceivedby

Trustees from the sale or liquidation of HYB Associates, together with other assets ofthe trust, if any, shall

be distributed by Trustees pursuant to the provisions of Clause 2(aXiXC) of this Article'

(ID IfSettlor'sdaughter,LOISHAYMES,predeceases Settlor,s wife, cARoL HAYMES, Trustees shall distribute all ofthe assets received

from

the sale or liquidation of HyB Associates, together with other assets of the trust, if any, to Settlor's wife,

CAROL HAYMES.

(C) Uponthe lastto die of Settlor's daughter, LOISHAYMES, and settlor,swife, cARoLHAYMES,Trustees shalidistributethethenremainingbalance

oftheTrustestate outrightinequal sharesto Settlor'snephew, MARKERTES' Settlor'snieces' KARA

ERTES WILLIAMS ANdMARYMASARO,ANdSEIIIOT'SgTANdSON'ZYLOMARSHALL(A/

(ID Iftheavailability(eventlrougtrdiscretionaty)of any ofthe benefits ofthis trust causes or could cause Settlor's grandson, ZYLO MARSHALL (a/

(B) Ifthe interest in IILB Associates is sold or liquidatedso that Trustees receive cash or other liquid assets, this trust shall terminate and rrustees shall distribute

all of the assets received from the sale or liquidation of HYB Associates, together with other assets ofthe

trust, if any, to Settlor's wife, CAROL HAYMES'

(C) Upon the death of Settlor's wife, CAROLI LAyMES, the then remaining balance ofthe trust estate shall be administered and distributed by

Trustees

pursuant to the provisions of clause 2(aXiXC) of this Article.

(b) Disposition ofResidue. Trustees shatl hold the principal not zubjectto Clause 2(a) of this Article, IN TRUST, for the following uses and purposes:

(i) If Wife Survives Settlor. During the lifetime of Settlor'swife, cARoLlrAyMES, theentirenetincome shallbepaidto her insuchperiodicinstallments as Trustees

shallfindconvenient,butatleastasoftenasquarter-annualiy. UponthedeathofSettlor'swife,CAROL

HAyMES, thethenremainingbalance ofthetrustestate shallbe administered anddistributedbyTrustees

pursuant to the provisions of Clause 2(a) of this Article as though originally apart thereof'

(ii) If Wife Predeceases Settlor. [n the event that Settlor's wife,CAROL HAYMES, shall not survive Settlor, thenupon Settlor's death, thethenprincipal ofthetrust,

including any undistributed income, shall be administered and distributed by Trustees as follows:

(A) IfSettlor'sdauglrter,LONHAYMES,isthenliving,Trustees shali distribute all netincome ofthetrustto Settlor's daughter in suchperiodic installments as

Trustees shall find convenient, but at least as often as quarter-annually'

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(B) Upon the death of Settlor's daughter, LOISIIA\a4ES, the thenremaining balance ofthe trustestate, orinthe eventthat she shall not survive Settlor,

thenupon Settlor's death, the thenprincipal ofthetrust including anyundistibuted income, asthe casemay

be, shall be distributed by Trustees outright in equal shares to Settlor's nephew, MARK ERTES, Settlor's

nieces,KARAERTESWILLIAMSandMARYMASARO,andSettlor'sgrandson,ZYLOMARSHALL

(a/WaBrianHaS.mes Marshall), the issue who are then living of a niece or nephew who is not then living

totake suchniece's ornephew's shareper stirpes; PROVIDED, HOWEVER" thatanyshare diskibutable

to Settlor's grandson, ZYLO I\4ARSIIALL(ak/aBiutHaSnnes Marshall), shall be held as a separate trust

for the benefit of such grandson as follows:

(D Trustees shall distribute to Settlor'sgrandson, ZYLO MARSHALL (a/k/a Brian Haymes Marshall), or apply for his benefit, so much of the

net income as the Trustees, in their discretion, deem advisable.

(D Iftheavailabilif(eventhougfidiscretionary)ofanyofthebenefits ofthis trustcauses orcould cause Settlor's grandson, ZYLO MARSHALL(aMa

Brian Haymes Marshall) to become ineligible for govemmental assistance or sud ect this trust to any claim

for reimbursement, thenthe availability of said benefits shall be terminated to the extent necessary for

Settlor's grandson, ZYLO MARSHALL (a/

(m) Uponthe deathofZylo MARSHALL(alk/aBnanHalnnes Marshall), thethenremainingbalance ofthekustestate, orinthe eventhe shallnot

survive Settlor, then upon Settlor's death, the then principal ofthe trust, including any undistributed income,

as the case maybe, shall be distributed outright in equal shares to Settlor's nephew, MARK ERTES, and

Sefflor's nieces, KARA ERTES WILLIAMS and MARY MASARO, the issue who are then living ofa

niece or nephew who is not then living to take such niece's or nephew's share per stirpes.

(iii) Tax Election. Settlor authorizes the personalRepresentatives of Settlor's estate, in their discretion, to elect, pursuant to Section 2056(b)(7) ofthe lntemal

Revenue Code, to have all or a fractional or percentile share ofthe gift ofproperty herein made in trust

constitute "qualified terminable interest property" within the meaning of such Section. In the event that

Settlor's Personal Representatives elect to have less than all of such property constitute qualifled terminable

interestproperty, Settlor directs that Trustees establish a separate trust for the property subject to such

election and a separate trust for the ploperty not subj ect to such election. Each such trust: (A) shall be

funded with its fractional or percentile share of suchproperly in such a manner that each trust shall reflect

its proportionate share in value of the increment or decline in the whole of such property; and @) shall

contain the same terms and provisions as set forth above.

(iv) ProtectionofMaritalDeduction. AnythinginthisTrustAgreementtothe conharynotwithstanding, duringthe lifetime of Settlor's wife, CAROLF{AYMES, no

person shall have apowerto appointanypartoftheproperlyconstitutingthepincipal ofanytrustwhich

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has qualifiedin Settlor's estate forthe marital deductionto anyperson otherthan Settlor's suwivingwife,

CAROL HAYMES.

(v) Termination at Trustees' Discretion.

(A) WheneverTrustees,intheirdiscretion,determinethat this trust, or any part thereof, should be terminated for any reason, Trustees, without any liability to any

person whose interest may be affected, shall terminate such trust, orpart thereof, and shall distribute the

terminated portion ofthe trust to the individual or individuals at that time eligible to receive the income

therefrom.

(B) If any distributee rurder Clause t hereofis a minor,or is determined by Trustees in their discretion to be mentally or physically incapacitated, Trustees m ay pay

any amount distributable pursuant to Clause t hereof to the parent or guardian ofthe property or estate

of such distributee, or to the person caring for such distributee, or, in the case of a minor, may deposit such

fund in a federally-insured, interest-bearing account in a bank or other savings institution of Trustees'

choosing, payable to the distributee upon termination of such incapacity.

(C) Anything in this Trust to the contrarynotwithstanding, after the death of Settlor, no Trustee to whom part ofthis trust would be distributed

pursuant to Clause t hereof shall take part in any decisions to terminate this trust except for Settlor's wife,

CAROL HAYMES,

(D) ThediscretiongrantedTrusteespursuanttoClausel ofthis Article shall in no event be construed to give any potential distributee of a terminated trust (other

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than Settlor) the right to compel a termination in whole or in part of such trust.

(E) No power or discretion granted to Trusteeshereunder shall be construed to deprive Settlor's estate of a rnarital deduction that would otherwise be

available were this termination provision not a part of this Trust.

ARTICLE III. INVASION OF TRUST PRINCIPAL

If Trustees in their discretion determine that the amount from all sources,Clausel.

incltiding but not limited to, governmental, private or public sources, received by or available to any

beneficiary then eligible to receive income from a trust established hereunder shall be insufficient to provide

forthe education, health, supportormaintenance ofsuchbeneficiary, Trustees intheirdiscretionmaypay

to, or use for the beneflt of such beneficiary, at any time and from time to time, anyportion ofthe principal

from which such beneficiary is then eligible to receive income for such purposes.

Clause 2. Any,thing inthis TrustAgyeementto the contrarl,notwithstanding, (a) no

Trustee, other than Settlor, who is then eligible to receive income from a trust established hereunder shali

takepart inanydecisions to invadetrustprincipalforhimselforherself, except Settlor'swife, CAROL

IIAYMES, as Trustee of a trust which has qualified in Settlor's estate for the marital deduction; O) during

the lifetime ofSettlor'swife, CAROLHA\MES, andduringsuchtime as sheis thebeneficiaryofanytrust

createdhereunderwhichhas qualified in Settlor's estate forthemarital deduction, anypaymentfromthe

principal of such trust shall be for the solp and exclusive use of Settlor's said wife; and (c) there shall be

nopaymentto orforthebenefitofSettlor'swife, CAROLT{AYMES, fromtheprincipal ofanytrustcreated

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hereunderwhichhas not qualified in Settlor's estate forthe marital deductionuntiltheprincipal ofanytrust

hereunder which has qualified in Settlor's estate for the marital deduction shall have been exhausted.

ARTICLE IV. PROTECTIVE PROVISION

. No beneficial interestunderthis Trust, whether inincome orprincipal, shall be subjectto

anticipation, assignment, pledge, sale ortransfer in anymanner. No beneficiary shall anticipate, encumber

or charge such interest, nor shall any such interest, while in the possession of Trustees, be liable for or

subject to the debts, contracts, obligations, liabilities or torts of any beneficiary.

ARTICLE V.

Clause 1.

DISABILITY OF BENEFICIARY

Trustees in their disretion may determine that a beneficiary of a trst created

hereunder is physically ormentallyincapable ofproperlyusing anyproperty or incometo whieh such

beneficiary is entitled.

Clause 2. . If any beneficiary of a trust created hereunder is under the age of

Twenty-five (25) years, or pursuant to Clause t hereofhas been determined to be incapacitated, Trustees,

during said incapacity, or until such beneficiary attains the age of Twenty-f,rve (25) years, as the case may

be, shallholdanyproperlyorincometo whichsuchbeneficiary'is entitled,INTRUST, forsuchbeneficiary

andrnay applywithoutthe interventionofaguardian all orpart ofthe incomeand/orprincipal thereofas

in their opinion is necessary for the support, education and maintenance of such beneficiary. The receipts

from persons selected by Trustees to receive and disburse such principal or income shall fuliy discharge

Trustees with regard thereto.

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Clause 3. No power or discretion granted to Trustees under this Article shall be

construed to deprive Settlor's estate of a marital deduction that would otherwise be available were this

Article not a part of this Trust.

Clause 4. Settlor directsthatthe provisions ofthis Article are specificallyto apply in

the event of Settlor's incapacity during his lifetime. In addition, Settlor directs that in the event of his

incapacity, Trustees shouldmake available and applyforhisbenefit suffi.cientincome andpdncipalto fu1ly

provide for his needs, including his medical and recreational needs, and living care and maintenance,

commensurate with his style and standard of living prior to his incapacity. The use of principal should

liberally reflect the sums ofprincipal which are available for his beneflt, acknowledging that there exists for

his ultimate benefit substantial trust assets'

ARTICLE VI. SURVIVAL PROVISION

lntheeventthatanybene{iciaryofatrustcreated hereundershallfailtosurviveSettlorby

a period of at least Sixty (60) days, it shall be presumed that such beneficiary predeceased Settlor'

ARTICLE VII. POWERS OF TRUSTEES

Subject to specific direction in this Trust Agreement and in addition to the powers vested

in them by law and other provisions ofthis Trust. all the Trustees serving hereunder at any time, in admin-

istering all trusts created hereunder, shall have the following powers exercisable in their discretion without

court approval and effective until actual distribution of all properfy-. If any power, authority or discretion

granted rrustees hereunder be construed to deprive Settlor's estate of the marital deduction otherwise

provided for hereuider and in Settlor's Will rvith a resultant increase in Federal estate taxes payable, such

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power, authority or discretion, to the extent it so adversely affects the marital deduction, is null, void and

inoperative; provided, however, that this direction shall not require Settlor's Personal Representatives to

make any election under Section 2056(b)(7) of the Intemal Revenue Code.

Clause 1. Property Retention and Investments.

(a) Notwithstanding the provisions of Section 51 8. 1 1 , Florida Statutes, andits successors, or any other statute or rule regarding investments by fiduciaries, and without regard to any

principle ofrisk, productivity, growth ofprincipal or diversification: to retain any or all properfy, and to

invest in all forms ofproperly without restriction or limitation to investnents authorized for Trustees, including

but not limited to stock in closely held corporations and/or Subchapter "S" corporations, limited and

generalpartnershipinterests,jointventures,limitedliabilitycompaniesandotherbusinessentities. In

addition,topurchaseassetsfromtheestateofSettlororSettlor'swife,CAROLHAYMES, evenifsuch

assets do not meet general investment criteria, and to make loans to either such estate, even if not on the

basis of general commercial loan criteria; and

(b) Notwith$,anding the foregoing provisions, if at any time the principal of anytrustwhichqualifies in Settlor's estate forthe marital deductionconsists substantially ofunproductive

pr.opeg, Settlor's wife, CAROL IIAYNIES, shall have the power to require that the Tmstees make such

property productive or convert it to productive properly within a reasonable time.

Clause 2. Use ofNominee_. To hold shares of stock or other securities in nominee

registration form, including that of a clearing corporation or depository or in book enty form or unregistered

or in such other form as will pass by delivery.

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Clause 3. DispositionofProperty. Withregardto anypropertyandforsuch pricesandupon suchterms as theydetermine: to exchange orsell atpublic orprivate sale; to lease foranyperiod

oftime, even though the term may extend beyond the termination of any trust created hereunder; and to

give options for any such sales, exchanges or leases.

Clause4. BonowMonevandPledgeProperl.v. Toborrowmoneyfromanyperson,including Settlor's Personal Representatives, and in connection therewith, to mortgage or pledge ary

property.

Clause 5. Compromise Claims. To compromise any claim or controversy.Clause 6, Abandonment ofProperty. To abmdon any properly for any reason they

deem proper.

Clause 7. Dishibution. To distributeproperLy, income orprincipal, in cash and/or

inkind; providedhowever, thatanydistibutioninkindto fund apecuniarygift shall be atthevalueonthe

date of distribution.

Clause 8. Emplo)rynent of Others. To engage attorneys, accountants, custodians,investment counsel and otherpersons astheydeem advisable inthe administration ofanytrust created

hereunder and to make payment therefor as they determine.

Clause 9. Apportionments.(a) To allocate receipts, income, expenses and disbursements, to principal or

income, or partly to each, as Trustees, other than those having a beneficial interest in any such allocation,

atanytime andfromtimeto time, rntheirdiscretionmaydetermine orotherwise inaccordwithapplicable

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law at the time a decision is made. This power to allocate shall include, but not be limited to, stock,

extraordinary and liquidating dividends, premiums and discounts on investments, compensation for

professional and other personal services, and gain or loss on disposition ofassets; and

(b) , To allocate depreciation and amortization expenses, including zuch expensestaken by a parbrership owning depreciable assets, to income or principal, or partly to each, and to the extent

such allocation is made to principal, Trustees are directed to establish and to fund a reserve equal to such

principal allocation, which shall be added to and rnade a part of principal.

Clause 10. GenerationSkippingTransferTaxProvision. Todivideanytrust hereunder

at any time into two (2) separate trusts in order that the Federal generation-skipping transfer tax inclusion

ration for each such trust will be eith er zero or one; provided, however, that each trust will receive assets

representative ofthenet appreciationordepreciationinvalue ofall the assets available to fundthe trusts.

Clause 1 1 . . . Combining Assets of Several Trusts. Except as otherwise provided herein:

(a) To merge any kust created hereunder with any other trust held by Trustees,however created, if the beneficiaries a.re the same and the Trustees determine the terms thereof are

substantially similar; provided, however, that atrust the property ofwhich qualifies in Settlor's estate for

the marital deduction shall not be merged',vith another tntst possessing property that does not so qualiff;

and

(b) For investment putposes, to pool the assets of any or all trusts createdhereunder, allocating to each trust an undivided interest in all assets so held.

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Clause 12. AdditionalPropert-y. ToacceptanypropertytransferredbyDeed, Willor in any other manner for addition to the principal of any trust created hereunder.

Clause 13. Execution-o:flQgE4nggqg. Toexecuteanddeliveranyandall documentsand instruments which they in their discretion may deem advisable.

Clause 14. General Authority. To perform all acts, institute such proceedings andexercise all rights and privileges, although not herein specifically mentioned, with relation to any property,

as if the absolute owners thereof.

Clause 15. Limitation-lQnPslyglg. Inadditiontootherlimitationsonthepowers ofTrustees contained in this Trust Agreement, no provision herein shall be construed to permit a Trustee to

take part in any discretionary decision to distribute income or principal to or for the benefit ofa beneficiary

in satisfaction of any legal obligation of such Trustee to support such benef,rciry.

Clause 16. WithdrawalAuthoritv. IJponunanimouswrittenagreemenlTrustees mayauthorize any one or more than one of the Trustees to sign checks and other instruments to make

withdrawals from any checking, savings, money market, brokerage or other account.

Clause 17. ChangeofSitus. Trusteesshallhavethepowertochangethesitusof anytrust created hereunder at such times and to such places as they shall, in their discretion, determine.

ARTICLE VIII. PROVISION FOR TAXESSubject to an specific directions by Settlor herein or in any other instrument:

Clause 1 . AII federal, state and other taxes, including any interest orpenalties, payable

because of Settlor's death, withrespectto insuranceproceeds or otherpropertypassingtothe Trustees

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hereunder, together with all death taxes that Settlor may charge against Trust properly, shall be paid from

the properlypassing under Clause 2(a) ofArticle II ofthis Trus! to the extentpossible, otherwise from Trust

properly without right of reimbursement from any beneficiary; provided, however, any taxes which result

from the decision of Settlor's Personal Representatives to not elect to have a gift hereunder qualifu for a

marital deduction pursuant to Section 2056(b)(7) ofthe Internal Revenue Code, shall be paid from the

property which would have passed free of Federal Estate Tax had such election been made.

Clause 2. Anythingtothe contarynotwithstanding, tothe extentpossible, no propertywhich has qualified for the marital deduction shall contribute to the paynent, in whole or in part, of any such

taxes.

Clause 3. Nothing herein shall be construed to limitthe right of Settlor's personal

Representatives to recover, pursuant to Section 22074 ofthe Intemal Revenue Code, federal estate taxes

payable.as a result of Settlorls death due to inclusion in Settlor's gross estate ofcertain marital deduction

property described in Section 2056(b)(7) of the Internal Revenue Code.

ARTICLE IX. TRUSTEES'ACTIONS ANDRESPONSIBILITIES

Clause 1. WaiverofSecuritvandAccounting. Trusteesshallnotberequiredto giveany bond or other security for the faithful performance of their duties as such, nor shall they be required to

file an accounting with any court,

clause2. . Trusteesmayengageorenterinto anycontract,trarsaction, dealingormatterwhatsoever, with anyparkrership inwhich anyone ormore ofthem

is a partner, or any corporation in which any one or more of them is a stockholder, director or officer.

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Clause 3 . Trustees' Bsspqts1bd1ry. No individual Trustee shall be liable for any ac!

matter, cause or thing whatsoever, except his or her own dishonesty or the wilful commission of an act

known by him or her to be a breach of trust.

Clause 4. ResiCrration ofTrustee. AnyTrustee serving hereurdershall havethe rightto resign from such office at any time with or without cause.

Clause 5. Notice of T4glLeggl !g[99. Trustees mayhave responsibilities in additionto those described in this Agreement. Trustees should seek legal advice ifthey have questions regarding

their responsibilities.

ARTICLE X. POWER TO AMEND OR REVOKESettlorreserves the right at anytime and fromtime to time to alter, amend orrevoke this

Agreement in whole or in part by instrument in writing making specific reference to this Trust Agreement.

ARTICLE XI. SUCCESSOR AND ADDITIONAL TRUSTEESClause 1. During Settlor's lifetime:

(a) By writing, Settlor may: (i) appoint additional Trustees; (ii) remove anyTrustee; and (iii) fill any vacancy in the office of Trustee.

(b) (i) Should Settlor be unable to act as Trustee, he shall besucceeded in said office by his wife, CAROL HAYMES.

(ii) Should Settlor's wife, CAROL HAYMES, be unable to act asTrustee, she shall be succeeded in saici office by Settlor's daughter, LOIS HAYMES.

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(iii) Thereafter, should any fi.:rther vacancy occur in the office of Trusteeat the time during which Settlor is unable to fill such vacancy, the provisions of Clause 2 ofthis Article )ilIshall be operable.

Clause 2. After the death of Settlor:(a) (i) Settlor'swife,CAROLI{AYMEsshallserveasTrusteehererurder.

(ii) should Settlor's wife, cARoL TIAYMES, be unable to act asTrustee, she shall be succeeded in said office by Settlor's daughter, LOIS HAYMES.

(iii) Should Settlor's daughter, LOIS HAYMES, be unabre to act asTrustee, she shall be succeeded in said officy by Settlor's nephew, MARK ERTES.

(iv) Thereafter, should any Trustee fail to qualiff or cease to act, he orshe shall be replaced in said office by such person as he or she may in writing designate.

(b) , Trust for Decedent's Grandson(i) Settlor's nephew, MARK ERTES, shall serve as Trustee for any

trustestablished forthebenefitofsettlor's gandsorL ZYLO MARSFIALL(a/r/aBrianHaymes Marshall).

(ii) Should Settlcr's nephew, MARK ERTES, be unable to act asTrustee, he shall be succeeded in said office by such person as he may in writing designate.

ARTICLE XII. CONS]]R{JCTION AND APPLICABLELAY

Clause 1. Construction. As used herein, Settlor shall mean onlythe person whocreatedthis trust and not anyone acting on Settlor's behalfthrough apowerofattorney; u,hereverthe context

requires or petmits, the gender and number of words shall be interchangeable; Trustees shall include all

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Trustees serving hereunder at anytime; the word "discretion," unless otherwise expressly limited herein, shall

meanthe sole andabsoluteright, powerand authorityto make adeterminationwhich shall notbe subject

to question by anype6on and shall be conclusive and binding on all persons; any reference to the lntemal

Revenue Code shallrefertothelntemalRevenue Codeof 1986, asamended,oranysuccessorprovisions

thereto; andtheterm "mariial deduction'lshall meanthe deductionprovidedforin Section2056 ofthe

Internal Revenue Code.

Clause 2. Generation Skipping Transfers. Any'thing herein to the contrary

notrvithstanding with regard to any transfer hereunder that could be subj ect to Federal Generation Skipping

Transfer Tax at the death of an income beneficiary who is issue of Settlor's parents (exclusive of a transfer

that qualifies for an exemption from such tax), such income beneficiary is hereby given a testamentary Power

ofAppointmentinfavor ofhis orher estate, upon suchterms andconditions ashe orshemaydesignate,

with respect to the property subj ect to such transfer. In no event shall it be construed that such income

beneficiary has exercised such Power of Appointment rurless there is a specific reference thereto in his or

herWill. IndefaultoftheproperexerciseofsuchPowerofAppointment,thepropertysubjecttheretoshall

be distibuted as if such power did not exist. Settlor intends bythis provisionto avoid the imposition ofthe

Federal Generation Skipping Transfer Ta-x on such kansfer ofproperty by ma-king such transfer ofproperty

subject to the Federal Estate Tax at the death of such income beneficiary'

Clause 3. Situs. ThisAgreementshallbeconstuedandadministeredin accordance

with the laws of the State of Florida, the validity of the trusts hereby created shall be determined in

accordance with such laws, and the State of Florida shall be the initial situs of such trusts.

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Clause 4. Headings. Anyheadings precedingthe text ofthe several paragraphs and

the Index hereof are inserted solely for convenience of reference and shall not constitute apart of this

Agreement, nor shall they affect its meaning, construction or effect.

IN WITNESS WHEREOF, Settlor and Trustees have set their hands and seals the day

and year first above written.

ALLAN HAYM

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STATE OF FLORiDA

COUNTY OF PALM BEACH

))ss.:)

on this, the 4o auy ot -AN-,2003, before me, personally appeared the above-_----__--.- - *.:.:-,ir

named, ALLAN HAYMES as Settlor, who is personally known to me or who has produced

as identification.

..+!fr" Tammie B Massey

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STATE OF FLORIDA

COUNTY OF PALM BEACH

above-named ALLAN HAYMES as Trustee, who is personally known to me or who has produced

as identification.

))ss.:)

.$t.rr,, Tamnie B Massey

t#"lt#:ru;x;::11il.

F:\DOC\CLIENTSWaymes EP\Revocable Grantors Trust Allan.wpd



may 30, 2003 trust bate stamped.pdf

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trustees shalldistributeto

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