RESTATEMENT

OF THE PHILIP W. STEWART TRUST

UNDER AGREEMENT DATED FEBRUARY 18, 2008
Under the terms of Article 1 of the trust instrument identified above, 1 reserved the right to
amend or revoke that instrument by written notice delivered to the trustee. 1 now desíre to amend
that instrument in many particulars and believe that the amendments wíll be better understood if
the entíre instrument is restated. Accordingly, in exercise ofthe right reserved to me, I amend that
instrument by substituting for it this amending instrument, which sets forth all of the terms and
conditions relating to the administration, investment, and distribution of the property now and
from time to time hereafter held under the Philip W. Stewart Trust under Agreement dated
February 18, 2008, and the income thereof after this date.

1, PHILIP W. STEW ART, have transferred ten dollars to myself as trustee. That asset and any
other assets received by the trustee (the "trust estate") shall be held in trust subject to the provisions
of this instrument.

Article 1
Introduction

1.1 Family. My "spouse" is Lynn Donahue Stewart. 1 have two children now living, namely
Kerri Frances Johnson and Jeffrey Charles Stewart. My spouse also has two children, namely,
Kelly Murphy Strohm and Jacqueline Strohm.

1.2 N ame of Trust. The name of this trust, as amended at any time and from time to time, shall
be the PHILIP W. STEWART TRUST.

1.3 Right To Amend or Revoke. I reserve the right from time to time to amend or revoke this
instrument in whole or in part by instrument (other than my Will) signed by me, referring to this
instrument, and delivered to the trustee during my life. If I revoke this instrument, the trustee shall
deliver the trust estate to me or as 1 direct.

Article 2
Lifetime Trust

2.1 Payments During My Life. During my life the trustee shall administer the trust estate for
my primary benefit (the "Lifetime Trust") as follows: As long as I am not incapacitated, the trustee
shall pay to me as much of the income and principal as I shall request from time to time. If 1
become incapacitated, then while 1 am incapacitated, the trustee (a) shall pay to me as much ofthe
income and principal as the trustee considers advisable for my health, maintenance in reasonable
comfort, or best interests and (b) may pay as much of the income and principal as the trustee
considers necessary for the health, maintenance in reasonable comfort, or education of any person
dependent on me. Any income not so paid in each year and any income not so paid at my death
shall be added to principal.

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 2.2 Determination of Incapacity. I shall be incapacitated if I am under a legal disability or
unable to give prornpt and intelligent consideration to financia! affairs. The deterrnination of my
inability shall be rnade in writing, signed by my personal physician and delivered to the trustee, or
if I am then acting as trustee, to the successor trustee. The trustee may rely conclusively on that
writing.

2.3 Exclusion Gifts. If I become incapacitated, then while I arn incapacitated, the trustee may
make Annual Exclusion Gifts and Tuition and Medical Exclusion Gifts from the principal of the
Lifetime Trust to any one or more of my descendants and their spouses in amounts the trustee
considers appropriate. Gifts permitted under this paragraph to an individual may be made to any
trust established for such individual (provided that gifts to such trust qualify for the gift tax
exclusion under §2503(b) of the Code), to a Uniforrn Transfers to Minors Act account for such
individual (regardless of who is the custodian), to a tuition savings account or prepaid tuition plan
as defined under §529 of the Code (a "529 Account") for the benefit of such individual (without
regard to who is the account owner of or responsible person for such account), or to a Coverdell
Education Savings Account for the benefit of such individual.

(a) Annual Exclusion Gifts. Annual Exclusion Gifts shall be made in such a manner as to
qualify for the federal gift tax "annual exclusion" under Code §2503(b ). Annual Exclusion Gifts to
each person in any calendar year shall not exceed the maximum allowable arnount of the annual
exclusion for an unmarried donor or twice that arnount ifl am married at the time of the gift, tak:ing
into account any election that may be rnade under §529(c)(2)(B) ofthe Code.

(b) Tuition andMedical Exclusion Gifts. Tuition and Medica! Exclusion Gifts shall be made
in such a manner as to qualify for the federal gift tax exclusion under Code §2503(e). "Tuition and
Medica! Exclusion Gifts" means amounts paid on behalf of a person as tuition to an educational
organization for the education or training of that person or to a medica! care provider for the
medical care of that person.

Article 3
Gifts on My Death

On my death, the trustee shall distribute the following gifts from the trust estate:

3.1 Tangible PersonalProperty.The trustee shall make gifts oftangible personal property as
I direct by any written instrument signed by me. "Tangible personal property" means all personal
and household effects, jewelry, automobiles, collections, and other tangible personal property that
I own at my death or that is then included as part of the trust estate (including insurance thereon but
excluding business use property, precious metals, and unset gems). I may from time totime amend
or revoke the written instrument, and any subsequent instrument shall control to the extent it
conflicts with prior ones. Any decisions made in good faith by the trustee in distributing tangible
personal property shall not be subject to review, and the trustee shall be held harmless from any
cost or liability as to those decisions. I shall be deemed to have left only those written instruments
that the trustee is able to :find after reasonable inquiry within 60 days after my death.

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 3.2 Gifts ofRemainingTangible Personal Property. I give all tangible personal property not
otherwise effectively disposed ofto my spouse, ifmy spouse survives me, or ifmy spouse does not
survive me, in shares of equal value to my children who survive me (to the exclusion of the
descendants of any child who <loes not survive me), to be divided among them as they agree or, if
they cannot agree within 60 days after my death, as the trustee determines.

3.3 Gifts if Spouse Survives. If my spouse survives me, then I make the following gifts:

(a) I give to my spouse ourresidence at 15780 Kilmamock Drive, Fort Myers,

Florida. This property is legally described as Lot 94 Fiddlesticks Country Club subdivision. I also
give to my spouse my golf memberships at Fiddlesticks Country Club in Fort Myers, Florida and
Calusa Pines Country Club in Naples, Florida. I also give to my spouse the sum of one hundred
thousand dollars (100,000.00).

(b) Family Trust. I give the tax-sheltered gift to the trustee to hold as the Family Trust.

(e) Marital Trust. I give the balance of the trust estate to the trustee to hold as the Marital
Trust.

3.4 Gifts íf Spouse Does Not Survive. If my spouse does not survive me, then I make the
following gifts:

(a) $250,000.00 to each of the then living children of Jeffrey Charles Stewart, Kerri
Frances .Iohnson, Kelly Mnrphy Strohm and Jacqueline Strohm subject to the
provisions of the Grandchild's Separate Trust withholding provisions of Article 6;

(b) Forty percent (40%) ofthe balance ofthe trust estate to my son, Jeffrey Charles Stewart
and, if he is not then living, then to his descendants, per stripes, and if none, then to the
descendants of Philip W. Stewart, per stirpes.

(e) Twenty percent (20%) of the balance of the trust estate to my daughter, Kerri Frances
Johnson, and if she is not then living, then to her descendants, per stirpes, and if none, then
to the descendants of Philip W. Stewart, per stirpes.

(d) Twenty percent (20%) of the balance of the trust estate to my spouse's daughter, Kelly
MurphyStrohm, and if she is not then living, then to her descendants, per stirpes, and if
none, then to the descendants of Lynn Donahue Stewart, per stirpes.

(e) Twenty percent (20%) of the balance of the trust estate to my spouse's daughter
Jacqueline Strohm, and if she is not then living, then to her descendants, per stirpes, and íf
none, then to the descendants of Lynn Donahue Stewart, per stirpes.
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3.5 Distributions to Grandchildren. Any amounts otherwise distributable under Article 3,
Article 4, or Article 5, to a grandchild of rnine ora grandchild of my spouse shall be subject to the
Grandchild's Separate Trust withholding provisions of Article 6.

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 3.6 Survivorship. Only persons, other than my spouse, living on the 30th day after the day of
my death shall be deemed to have survived me for purposes of this Article. However, my spouse
shall be deemed to have survived me ifthe order of our deaths cannot be proved.

Article 4
Family Trust

The trustee shall administer the Family Trust as follows:

4.1 As soon as reasonably possible after my death the trustee shall make the following outright
distributions :from the Family Trust:

a) Five Hundred Thousand Dollars ($500,000.00) to my son, JeffreyCharles Stewart, and if

he is not then living, then to his descendants, per stirpes, and if none, then to the
descendants of Philip W. Stewart, per stirpes.

b) Three Hundred Thousand Dollars ($300,000.00) to my daughter, KerriFrances Johnson,

and if she is not then living, then to her descendants, per stirpes, and if none, then to the
descendants of Philip W. Stewart, per stirpes.

e) Three Hundred Thousand Dollars ($300,000.00) to my spouse's daughter, Kelly Murphy

Strohm, and if she is not then living, then to her descendants, per stirpes, and if none, then
to the descendants ofLynn Donahue Stewart, per stirpes.

d) Three Hundred Thousand Dollars ($300,000.00) thereofto my spouse's daughter,

JacquelineStrohm, and if she is not then living, then to her descendants, per stirpes, and if
none, then to the descendants of Lynn Donahue Stewart, per stirpes.

4.2 Beginning with my death the trustee shall pay all the income from the Family Trust to my
spouse. The trustee shall have no power to invade the principal ofthe Family Trust for the benefit
of any beneficiary.

4.3 In the event my spouse remarries or commences cohabitation on a continuing conjugal

basis, then the trustee shall make the following distributions from the Family Trust:

a) Five Hundred Thousand Dollars ($500,000.00) to my son, JeffreyCharles Stewart, and if

he is not then living, then to his descendants, per stirpes, and if none, then to the
descendants of Philip W. Stewart, per stirpes. ·

b) Five Hundred Thousand Dollars ($500,000.00) to my daughter, KerriFrancesJohnson,

and if she is not then living, then to her descendants, per stirpes, and if none, then to the
descendants of Philip W. Stewart, per stirpes.

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 e) Five Hundred Thousand Dollars ($500,000.00) to rny spouse's daughter, Kelly Murphy
Strohm,and if she is not then living, then to her descendants, per stirpes, and if none, then
to the descendants of Lynn Donahue Stewart, per stirpes.

d) Five Hundred Thousand Dollars ($500,000.00) thereofto rny spouse's daughter,

JacquelineStrohm,and if she is not then living, then to her descendants, per stirpes, and if
none, then to the descendants ofLynn Donahue Stewart,per stirpes.

4.4 The trustee shall continue to pay the incorne frorn the arnount rernaining in the Farnily Trust
to rny spouse during her lifetirne following the distributions specified hereinabove in Section 4.3

4.5 My spouse shall have the discretion during her lifetirne to direct the trustee to distribute
Two Million Dollars ($2,000,000.00) ofthe assets ofthe Farnily Trust during her lifetirne upon the
following conditions:

a) the distributions will be rnade by the trustee during rny spouse's lifetirne (can't be rnade to
take effect upon rny spouse's death, or any time deterrnined with reference to her death).

b) the distributions will be rnade only to those individuals who would then be takers under
Section 4.3 above, and in the sarne arnounts as they would receive shares as specified in Section
4.3. Thus, ifthey are all then living, JeffreyCharlesStewart,KerriFrancesJohnson,Kelly
MurphyStrom,and JacquelineStromwould each receive Five Hundred Thousand Dollars
($500,000.00). If any of thern are not then living, then the distributions would be rnade to those
individuals as specified in Section 4.3, who would be takers if any ofthese children were then
deceased.

e) The total cornbined arnount to be distributed frorn the Farnily Trust under Sections 4.3 and
4.5 is Two Million Dollars ($2,000,000.00). Thus, there will only be a distribution perrnitted
under Section 4.3 or Section 4.5.

d) rny intent is to give rny spouse the ability to direct the distribution under this section if she
is ofthe opinion she doesn't need the additional incorne that would be earned on this Two Million
Dallar ($2,000,000.00) arnount.

4.6 On the death of rny spouse, the trustee shall distribute the balance ofthe Farnily Trust as
follows:

(a) F orty percent (40%) of the balance to rny son, Jeffrey Charles Stewartand, if he is not
then living, then to his descendants, per stripes, and if none, then to the descendants of
PhilipW. Stewart, per stirpes.

(b) Twenty percent (20%) of the balance to rny daughter, KerriFrancesJohnson,and if she is
not then living, then to her descendants, per stirpes, and if none, then to the descendants of
PhilipW. Stewart, per stirpes.

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 (e) Twenty percent (20%) of the balance to my spouse's daughter, Kelly Murphy Strohm,
and if she is not then living, then to her descendants, per stirpes, and if none, then to the
descendants of Lynn Donahue Stewart, per stirpes.

(d) Twenty percent (20%) thereofto my spouse's daughter, JacquelineStrohm, and if she is
not then living, then to her descendants, per stirpes, and if none, then to the descendants of
Lynn Donahue Stewart, per stirpes.

Article 5
MaritalTrust

The trustee shall administer the Marital Trust as follows:

5.1 MandatoryPayment of Income. Beginning with my death, the trustee shall pay all the
income to my spouse. The trustee shall have no power to invade the principal of the Marital Trust
for the benefit of my spouse.

5.2 Payment of Death Taxes. On the death of my spouse, unless my spouse directs otherwise
by will or revocable trust specifically referring to this instrument, the trustee shall pay the Marital
Trust death taxes.

5.3 Distributionon Termination. On the death of my spouse, the trustee shall distribute the
Marital Trust not required for payment ofthe Marital Trust death taxes as follows:

(a) $250,000.00 to each of the then living children of Jeffrey Charles Stewart, Kerri
Frances Johnson, Kelly MurphyStrohm and Jacqueline Strohm;

(b) Forty percent (40%) ofthe balance to my son, Jeffrey Charles Stewart and, if he is not
then living, then to his descendants, per stripes, and if none, then to the descendants of
Philip W. Stewart, per stirpes.

(e) Twentypercent (20%) ofthe balance to my daughter, KerriFrances Johnson, and ifshe is
not then living, then to her descendants, per stirpes, and if none, then to the descendants of
Philip W. Stewart, per stirpes,

(d) Twenty percent (20%) of the balance to my spouse's daughter, Kelly Murphy Strohm,
and if she is not then living, then to her descendants, per stirpes, and if none, then to the
descendants ofLynn Donahue Stewart, per stirpes.

(e) Twenty percent (20%) thereofto my spouse's daughter, Jacqueline Strohm, and if she is
not then living, then to her descendants, per stirpes, and if none, then to the descendants of
Lynn Donahue Stewart, per stirpes.

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 Article 6
Grandchild's Separate Trusts

Any trust property allocated for a grandchild of mine subject to the Grandchild' s Separate Trust
withholding provisions shall be added to or used to fund the principal of a Grandchild's Separate
Trust for the grandchild. The trustee shall administer each Grandchild's Separate Trust as follows:

6.1 Discretionary Payment of Income and Principal. The trustee may pay to the grandchild
as much of the income and principal as the trustee from time to time considers necessary for the
health, maintenance in reasonable comfort, or education of the grandchild. Any income not so paid
in each year shall be added to the principal at the end of each year.

6.2 Lifetime Withdrawal of Principal. After the grandchild has attained age 25, the trustee
shall distribute as much of the principal to the grandchild as the grandchild from time to time
requests by written instrument delivered to the trustee during the grandchild' s life, not exceeding in
the aggregate half in value before the grandchild has attained age 30. For purposes of this
paragraph, the value of the principal shall be determined as of the time the grandchild first
exercises the right to withdraw, plus the value of any subsequent additions as of the time of
addition.

6.3 Power of Appointment at Death. On the death of the grandchild, the trustee shall
distribute the Grandchild's Separate Trust to any one or more persons, organizations, and the
grandchild's estate as the grandchild appoints by will, specifically referring to this power of
appointment.

6.4 Distribution on Termination. On the death ofthe grandchild, the trustee shall distribute
the Grandchild's Separate Trust not effectively appointed as follows:

(a) Any Descendant Living. Ifthe grandchild has a descendant then living, per stirpes to the
grandchild's then living descendants; or

(b) No Descendant Living. If the grandchild has no descendant then living then to the
grandchild's parent who is either my child or my spouse's child. If that parent is not then living,
then in equal shares to the then living brothers and sisters of the deceased grandchild, if any, and if
none, then to the estate of the deceased grandchild.

Article 7
Distribution to Beneficiaries Under Prescribed Age

Any property to be distributed (other than a discretionary payment or a distribution pursuant to

a power of appointment) to a beneficiary who is not a grandchild of mine and is under age 3 O at the
time of distribution shall immediately vest in the beneficiary, but the trustee shall retain the
property as a separate trust for the beneficiary on the following terms, The trustee may pay to the
beneficiary as much of the income and principal as the trustee deems advisable for the
beneficiary's health, maintenance in reasonable comfort, education, or best interests. Any income
not so paid in each year shall be added to principal at the end of each year. The trustee shall
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distribute the remaining trust assets to the beneficiary when the beneficiary attains age 30 orto the
beneficiary's estate if the beneficiary dies prior to receiving the assets. If at the time the trust is
created or during the administration of the trust the beneficiary is under age 21, the trustee may
termínate the trust and distribute the property to a custodian for the beneficiary under a Uniform
Transfers or Gifts to Minors Act,

Article 8
ContingentGift Provision

On the death of the last to die of all beneficiaries of any trust (the "termination date"), any of
the trust not otherwise distributable shall be distributed half to my heirs and half to my spouse' s
heirs. Heirs and their respective shares shall be determined under the laws of descent and
distribution of Illinois at my death for property located in Illinois as if my spouse and I had each
died on the termination date unmarried and domiciled in Illinois.

Article 9
TrusteeSuccession

9.1 Successor Trustee. When I cease to actas trustee, my son, JeffreyCharlesStewart shall
be trustee.

9.2 Resignation. A trustee may resign at any time by signed notice to the co-trustees, if any,
and to the income beneficiaries.

9.3 Individual Trastee Succession. Each acting individual trustee (unless limited in the
instrument in which the trustee was designated) may, by signed instrument filed with the trust
records, (a) designate one or more individuals or qualified corporations to act with orto succeed
the trustee consecutively or concurrently, in any stated combination and on any stated contingency,
and (b) amend or revoke the designation before the designated trustee begins to act.

9.4 Default of Designation. If at any time no trustee is acting and no designated trustee is
able and willing to act, then the first of the following who is able and willing to act shall be trustee:

(a) my friend, David L. Waggoner;

(b) Any qualified corporation appointed in an instrument signed by a majority of the income
beneficiaries.

9.5 CorporateTrusteeSubstitution. A corporate trustee may be removed at any time by an

instrument signed by a majority of the income beneficiaries but only if, on or before the effective
date of removal, a qualified corporation has been appointed corporate trustee in the same manner.

Page 8 of 19
 Article 10
TrusteeActions

10.1 Control. Except as otherwise provided, whenever more than one trustee is acting, the
"trustee" rneans all trustees collectively, anda rnajority of the trustees qualified to participate in an
action or decision of the trustees shall control. Any trustee who is not qualified to participate in or
dissents frorn such action or decision shall not be liable therefor.

10.2 Accountings. Upon written request, the trustee shall send a wrítten account of all trust
receipts, disbursernents, and transactions and the property cornprising the trust to each incorne
beneficiary and, at the option of the trustee, to the future beneficiaries of the trust. A "future
beneficiary" of a trust is a person to whorn the assets of the trust would be distributed or
distributable ifthe trust then terrninated. Unless court proceedings on the account are cornrnenced
within three rnonths after the account is sent, the account shall bind and be deerned approved by all
ofthe following beneficiaries who have not filed written objections to the account with the trustee
within three rnonths after the account is sent, and the trustee shall be deerned released by all such
beneficiaries frorn liability for all rnatters covered by the account as though such account was
approved by a court of cornpetent jurisdiction: (a) each beneficiary to whorn the account was sent
and (b) if the account was sent to all incorne and future beneficiaries of the trust, then all
beneficiaries of the trust who have any past, present, or future interest in the rnatters covered by the
account.

10.3 Trustee'sRightto Account Settlement Before Distribution. Before distribution of any

trust principal, the trustee shall have the right to require settlernent of any open accounts of the trust
frorn which the distribution is being rnade, either by the written approval and release of all
beneficiaries having an interest in the distribution or, if the releases cannot be obtained, by court
settlement of the open accounts. All the trustee's reasonable fees and expenses (including
attomeys' fees) attributable to approval ofthe trustee's accounts shall be paid by the trust involved.

10.4 Acceptance of Predecessor's Accounts. On the signed direction of the incorne

beneficiaries, the trustee shall accept without exarnination the accounts rendered and property
delivered by or for a predecessor trustee or rny executor. Such acceptance shall fully discharge the
predecessor trustee or my executor and shall bind all beneficiaries.

10.5 Notice. If a beneficiary is under legal disability, the trustee shall give any notice or
accounting to the beneficiary's personal representative, if any, and if none, to a parent of the
beneficiary, if any, and if none, to any person who the trustee believes has dernonstrated concem
for the interest of the beneficiary. That person rnay sign any instrument for the beneficiary.

10.6 Special Trustees. If the trustee (the "principal trustee") is unable or unwilling to act as
trustee as to any property, such person or qualified corporation as the principal trustee shall
designate by signed instrurnent shall actas special trustee as to that property. Any special trustee
rnay resign at any time by giving written notice to the principal trustee. The special trustee shall
have the powers granted to the principal trustee under this instrurnent, to be exercised with the
approval of the principal trustee. Net income and any proceeds of sale shall be paid to the principal

Page 9 of 19
trustee, to be administered under this instrument. The principal trustee may remove and replace the
special trustee at any time.

10. 7 Delegation to Co-Trustee. Any individual trustee may delegate any or all of thattrustee' s
powers and duties to a co-trustee, except that no trustee shall be permitted to delegate any
discretion with respect to the distribution of income or principal to a beneficiary. Any delegation
may be for a definite or indefinite period and may be revoked by the delegating trustee. Any
delegation or revocation shall be in writing, signed by the delegating trustee, and delivered to the
co-trustee to whom the delegation is made. Any person or institution may rely on the written
certification of a co-trustee that the co-trustee has the power to act without concurrence of any
other trustee, provided, however, that the co-trustee shall attach to the written certification a copy
of the instrument by which the powers and duties have been delegated.

10.8 Compensation. The trustee shall be entitled to reimbursement for expenses and to
reasonable compensation.

10.9 Determinations by Trustee. The trustee's reasonable determination of any question of

fact shall bind all persons.

10.10 Third-Party Dealings. The trustee's certification that the trustee is acting according to
this instrument shall protect anyone dealing with the trustee. No one need see to the application of
money paid or property delivered to the trustee.

10.11 Exoneration of Trastee. Any individual trustee acting in good faith shall not be liable
for any act or omission. No trustee shall be liable for any act or omission of another trustee.

10.12 Bond. No trustee need give bond to, qualify before, or account to any court.

10.13 Powers of Successor Trastee. Unless expressly limited, each successor trustee shall
have all the titles, powers, duties, discretions, and immunities of the original trustee.

Article 11
Trustee Powers

In addition to all powers granted by law, the trustee shall have the following powers, to be
exercised in a fiduciary capacity:

11.1 Retention. To retain any property transferred to the trustee, regardless of diversification
and regardless ofwhether the property would be considered a proper trust investment;

11.2 Sale. To sell at public or prívate sale, contract to sell, grant options to buy, convey,
transfer, exchange, or partition any real or personal property of the trust for such price and on such
terms as the trustee sees fit;

11.3 Real and Tangible Personal Property. To make leases and subleases and grant options
to lease, although the terms thereof commence in the future or extend beyond the termination of
Page 10 of 19
any trust; to purchase, operate, maintain, improve, rehabilitate, alter, demolish, abandon, release,
or dedicate any real or tangible personal property; and to develop or subdivide real property, grant
easements, and take any other action with respect to real or tangible personal property that an
individual owner thereof could take;

11.4 Borrowing. To borrow money from any lender, extend or renew any existing
indebtedness, and mortgage or pledge any property in the trust;

11.5 Investing. To invest in bonds, common or preferred stocks, notes, options, common trust
funds, mutual funds, shares of any investment company or trust or other securities, life insurance,
partnership interests, general or limited, limited liability company interests, joint ventures, real
estate, or other property of any kind, regardless of diversification and regardless of whether the
property would be considered a proper trust investment;

11.6 Joint Investments; Distribution; Determination of Value. To make joint investrnents

for two or more trusts held by the same trustee; to distribute property in cash or in kind, or partly in
each; and to allocate or distribute undivided interests, different property, or disproportionate
interests to the beneficiaries, and to determine the value of any property so allocated or distributed;
but no adjustment shall be made to compensate for a disproportionate allocation ofunrealized gain
for federal income tax purposes, and no action taken by the trustee pursuant to this paragraph shall
be subject to question by any beneficiary;

11. 7 Rights as to Securities. To have all the rights, powers, and privileges of an owner of the
securities held in trust, including, but not limited to, the powers to vote, give proxies, and pay
assessments and to participate in voting trusts, pooling agreements, foreclosures, reorganizations,
consolidations, mergers, and liquidations and, incident to such participation, to exercise or sell
stock subscription or conversion rights;

11.8 Conservation of Assets. To take any action that an individual owner of an asset could
take to conserve or realize the value of the asset and with respect to any foreclosure,
reorganization, or other change with respect to the asset;

11.9 Delegation. To employ agents, attomeys, and proxies of all types (including any firm in
which a relative of mine or his or her spouse is a partner, associate, or employee or is otherwise
affiliated) and to delegate to them any powers the trustee considers advisable;

11.1 O Payment of Expenses and Taxes. To pay all expenses incurred in the administration of
the trust and to pay all taxes imposed on the trust;

11.11 Determination of Principal and Income. To determine in cases not covered by statute lf·
the allocation of receipts and disbursements between income and principal, except that (a) if the j!
trust is beneficiary or owner of an individual account in any employee benefit plan or individual 1
retirement plan, income eamed after death in the account shall be income of the trust, and if the r
trustee is required to pay all trust income to a beneficiary, the trustee shall collect and pay the
income of the account to the beneficiary at least quarterly (and to the extent that all income cannot
be collected from the account, the deficiency shall be paid from the principal of the trust); (b)
Page 11 of 19
reasonable reserves for depreciation, depletion, and obsolescence may be established out of
income and credíted to principal only to the extent that the trustee determines that readily
marketable assets in the principal of the trust will be insuf:ficient for any renovation, major repair,
improvement, or replacement of trust property that the trustee deems advisable; and (e) any
premium paid for interest-bearing debt obligationsshall be amortized asan income expense;

11.12 Dealings with Fiduciaries. To deal with, purchase assets from, or make loans to the
fiduciary of any trust made by me or a trust or estate in which any beneficiary under this trust has an
interest, even though a trustee under this instrument is the fiduciary, and to retain any assets or
loans so acquired, regardless of diversification and regardless of whether the property would be
considered a proper trust investment; to <leal with a corporate trustee under this instrument
individually or a parent or affiliate company; and to <leal with the fiduciary of any other estate,
trust, or custodia! account even though the fiduciary is a trustee under this instrument;

11.13 Compromising Claims. To litigate, compromise, settle, or abandon any claim or

demand in favor of or against the trust;
11.14 Nominee Arrangements. To hold any asset in the name of anominee, in bearer form or
otherwise, without disclosure of any fiduciary relationship;

11.15 Elections Under Retirement Plans. To elect, pursuant to the terms of any employee
benefit plan, individual retirement plan, or insurance contract, the mode of distribution of the
proceeds thereof, or change the beneficia! ownership, and no adjustment shall be made in the
interests of the beneficiaries to compensate for the effect of the election or change;

11.16 Liability Insurance. To purchase liability and casualty insurance of any kind for the
protection of the trust estate, including comprehensive liability insurance;

11.17 Accepting Additional Property. To accept additional property from any source and
administer it as a part of the trust and, if the addition is made by a will, to accept the statement of
the personal representative of the estate of the transferor that the property delivered to the trustee
constitutes all of the property to which the trustee is entitled without any duty to inquire into the
representative's administration or accounting;

11.18 Environmental Matters. To inspect and monitor businesses and real property (whether
held directly or through a partnership, corporation, trust, or other entity) for environmental
conditions or possible violations of environmental laws; to remediate environmentally damaged
property orto take steps to prevent environmental damage in the future, even if no action by public
or prívate parties is currently pending or threatened; to abandon or refuse to accept property that
may have environmental damage; and to expend trust property to do the foregoing; and no action or
failure to act by the trustee pursuant to this paragraph shall be subject to question by any
beneficiary;

11.19 Qualified Conservation Easements. To create, on land meeting the requirements of

Code §2031(e)(8)(A), a qualified conservation easement, as defined in Code §2031(e)(8)(B), with
or without the consent of any beneficiary, and to make the election provided in Code §203l(c)(6);
and
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 11.20 Ability To Take Other Actions. To do all other acts to accomplish the proper
management, investment, and distribution of the trust.

Article 12
Administrative Provisions

12.1 Administration After My Death. After my death, the trustee may hold the Lifetime
Trust as a separate trust until all payments, allocations, and distributions from the Lifetime Trust
directed by this instrument have been completed. If the Lifetime Trust is held as a separate trust
under the preceding sentence, the trustee may from time to time distribute income or principal in
satisfaction ofthe succeeding trusts, distributive shares, or gifts and shall (a) distribute the Lifetime
Trust in complete satisfaction of such trusts, shares, or gifts as soon as practicable after my death
and (b) distribute at least annually income attributable to any gift with respect to which a federal
estate tax marital deduction is allowable in my estate.

12.2 Income Payments. Mandatory income payments shall be made at least quarterly.

12.3 Standard for Discretionary Payments. In the exercise of discretion to make a payment
to a beneficiary, the trustee may consider all income and resources known to the trustee to be
available to the beneficiary and the standard of living ofthe beneficiary.

12.4 Exercise of Power of Appointment. A lifetime power of appointment granted under this
instrument may be exercised only by written instrument specifically referring to the power. A
testamentary power of appointment granted under this instrument may be exercised only by a will
specifically referring to the power. The appointment may be either outright or subject to such trusts
and conditions as the holder of the power designates. The holder of the power may grant to any
person to whom principal may be appointed further powers of appointment. In determining
whether a testamentary power of appointment has been exercised, the trustee may rely on an
instrument admitted to probate in any jurisdiction as the will of the holder of the power or may
assume the power of appointment was not exercised in the absence of actual notice ofthe holder's
will within three months after the holder' s death.

12.5 Discretionary Qualified Terminable Interest Property Election. The trustee may elect
(and may direct my executor to elect) to treat any fraction or all of the Marital Trust as qualified
terminable interest property for federal estate tax purposes.

12.6 Marital Deduction Qualification. I intend the Marital Trust to qualify for the federal
estate tax marital deduction to the extent a qualifying election is made, and the provisions of this
instrument shall be so construed. To the extent a provision of thís instrument would result in the
Marital Trust not so qualifying, that provision shall be ineffective. Despite anything to the
contrary, if my spouse directs in writing, the trustee ofthe Marital Trust shall convert unproductive
property into property that produces a reasonable rate of income.

12. 7 Effect of Disclaimer of Marital Trust. To the extent the Marital Trust is disclaimed by
or on behalf of my spouse, the disclaimed portion shall be held as a Disclaimer Trust and
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administered under the same terms as the Famíly Trust, except that my spouse shall have no power
of appointment over the Disclaimer Trust.

12.8 Marital Trust Death Taxes. Unless my spouse directs otherwise by will or revocable
trust specifically referring to this instrument, after the death of my spouse the trustee shall pay from
the portion of the Marital Trust included in my spouse's gross estate its proportionate share of the
aggregate amount by which the death taxes in my spouse's estate are increased as a result of the
inclusion in my spouse's taxable estate of the Marital Trust and any other trust that has qualified
for the federal gift or estate tax marital deduction (the "Marital Trust death taxes").

12.9 No Advancements. No payment made to any beneficiary under this instrument shall be
treated as an advancement.

12.10 Allocation of Assets and Income. For purposes of funding any pecuniary gifts
(including any pecuniary formula gifts), the trustee may allocate or distribute assets in any manner,
but the trustee shall value each asset at its fair market value on the date on which the asset is
allocated or distributed. Any pecuniary gift (including any pecuniary formula gift) in trust orto my
spouse shall include a pro rata share of the income of the trust estate from the date of my death to
the date or dates of allocation or distribution.

12.11 Small Trust Termination. The trustee may termínate any trust with a value at the time
oftermination less than the Mínimum Trust Value. This power may not be exercised by a trustee
who is a beneficiary ofthe trust. The Mínimum Trust Value shall be the sum of (a) $100,000 and
(b) the percentage increase, if any, in the cost of living from January 1 of the year in which I
executed this instrument until January 1 of the year of termination multiplied by $100,000. For this
purpose, the increase in the cost of living shall be determined pursuant to the Consumer Price
Index for Urban Wage Earners and Clerical Workers, U.S. City Average, All Items, as published
by the Bureau of Labor Statistics of the U.S. Department of Labor. lf that index ceases to be
published, there shall be substituted any other index the trustee determines to reflect similar
information. Distribution under this paragraph shall be to the income beneficiaries in the
proportions in which they are entitled to share the income or, if their interests are indefinite, to the
income beneficiaries in equal shares.

12.12 No Rule Against Perpetuities. I intend that each trust established under this instrument
shall be a Qualified Perpetual Trust under Illinois law and shall not be subject to the Rule Against
Perpetuities. The power of the trustee to sell, lease, or mortgage assets shall be construed as
enabling the trustee to sell, lease, or mortgage trust property for any period beyond the Rule
Against Perpetuities. lf assets that would not qualify as part of a Qualified Perpetual Trust would
otherwise be added to any trust established under this instrument, the trustee shall segregate those
assets and administer them as a separate trust identical to the one to which the assets would have
been added, except that, despite any other provision, 21 years after the death of the last to die of all
of the beneficiaries living at my death each such separate trust then held under this instrument shall
be distributed to the income beneficiaries in the proportions in which they are entitled to share the
income or, if their interests are indefinite, to the income bene:ficiariesin equal shares.

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 12.13 Facility of Payment. The trustee may make any payments (other than distributions on
termination) to a beneficiary under legal disabilíty or whom the trustee determines to be unable to
properly manage his or her affairs in any of the following ways: (a) to the legally appointed
guardian of the beneficiary, (b) to an adult relative or friend of the beneficiary in reimbursement for
proper expenditures on behalf of the beneficiary, (e) to a custodian for the beneficiary under a
Uniform Transfers or Gifts to Minors Act, (d) by making direct expenditures for the benefit ofthe
beneficiary, or (e) to the beneficiary directly. The trustee may make distributions of tangible
personal property to a beneficiary under legal disabilíty or whom the trustee determines to be
unable to properly manage his or her affairs in any ofthe ways listed in (a), (e), or (e) above.

12.14 Spendthrift.No interest under this instrument shall be assignable by any beneficiary or
be subject to the claims of his or her creditors, including claims for alimony or separate
maintenance. The preceding sentence shall not be construed as restricting in any way the exercise
of any right of withdrawal or power of appointment or the ability of any beneficiary to release his or
her interest.

12.15 Consolidation and Division of Trusts. The trustee may at any time consolidate any
trust held under this instrument with any other trust if the beneficiaries of the trusts are the same
and the terms of the trusts are substantially similar. Further, the trustee, in the trustee's absolute
discretion, may divide a trust (the "initial trust") into two or more separate trusts and may segregate
an addition to a trust (the "initial trust") as a separate trust.

(a) Funding. In dividing the initial trust, ifthe division is to be effective as of my death oras of
the death of any other person, the trustee shall :fund each separate trust with property having an
aggregate fair market value fairly representative of the appreciation or depreciation in value from
the date of such death to the date of division of all property subject to the division.

(b) Terms. A trust created pursuant to this paragraph shall have the same terms and conditions
as the initial trust, and any reference to the initial trust in this instrument shall refer to the trust. The
rights of beneficiaries shall be determined as if the trust and the initial trust were aggregated, but
(1) different tax elections may be made as to the trusts, (2) disproportionate discretionary
distributions may be made from the trusts, (3) taxes may be paid disproportionately from the trusts,
(4) upon termination the share of a remainder beneficiary (including any recipient trust) may be
satisfied with disproportionate distributions from the trusts, and (5) a beneficiary ofthe trusts may
disclaim an interest in one of the trusts without having to disclaim an interest in another trust. In
administering, investing, and distributing the assets of the trusts and in making tax elections, the
trustee may consider differences in federal tax attributes and all other factors the trustee believes
pertinent.

12.16 Accrued and Unpaidlncome. On the death of any beneficiary, any accrued or unpaid
income shall be paid as income to the next beneficiary succeeding in interest.

12.17 ControllingLaw. The validity and effect of each trust and the construction of this
instrument and of each trust shall be determined in accordance with the laws of Illinois. The
original situs and original place of administration of each trust shall also be Illinois, but the situs

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and place of administration of any trust may be transferred at any time to any place the trustee
determines to be for the best interests of the trust.

12.18 Life Insurance.I retain during my life all rights under insurance policies payable to the
trustee, including the right to change the beneficiaries and to assign any policies to any lender,
including any trustee, as security for any loan. During my life the trustee shall have no
responsibility with respect to the policies for the payment of premiums or otherwise. After my
death, the trustee shall take whatever action the trustee considers best to collect the proceeds of any
policies then payable to the trustee, but the trustee need not incur expense or take legal proceedings
unless indemnified. Payment to and the receipt of the trustee shall be a full discharge of the liability
of any insurance company, which need not take notice of this instrument or see to the application of
any payment.

12.19 Exclusion of InterestedTrustee. Notwithstanding any other provision, an individual

trustee other than me (a) shall have no incident of ownership or power or discretion with respect to
any policy of insurance on the trustee's life; (b) shall have no discretionary power to allocate or
distribute assets to the extent that such would discharge the trustee's legal obligation to support any
beneficiary; (e) shall, ifthe trustee has a beneficial interest in a trust, have no discretionary power
to allocate or distribute assets of such trust, directly or indirectly, to or for any beneficiary
(including the trustee), unless necessary for such beneficiary's maintenance in reasonable comfort,
health care, or education (to the extent the trustee was otherwise granted such discretionary
powers); and (d) shall have no other power or discretion that would be deemed a general power of
appointment under Code §2041 unless the trustee has the power in other than a fiduciary capacity.

Article 13
Payment of Death Taxes, Expenses, and Debts

13.1 Payments. After my death, the trustee shall make the following payments:

(a) Death Taxes. All ofmy death taxes.

(b) Expenses. All expenses of my last illness, funeral, and burial; costs of safeguarding and
delivering tangible personal property; and estate administration expenses.

(e) Debts. All of my debts, other than debts secured by life insurance, by an interest in a land
trust or cooperative, or by real property.

13.2 Source of Payments Generally. The trustee shall make ali payments required under this
Article from the principal ofthe Lifetime Trust remaining after distribution of any gifts of tangible
personal property or gifts of specific sums of money (including any pecuniary formula gifts), in
trust or otherwise. Ifthe cash and readily marketable assets in the Lifetime Trust are insufficient to
make the foregoing payments in full, the trustee shall notify the executor of my estate of the
amount of insufficiency and request payment. Notwithstanding the preceding two sentences:

(a) The trustee shall pay from the disclaimed assets the amount by which my death taxes are
increased by reason of a disclaimer of any portion of the Marital Trust;
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 (b) The trustee shall pay from the nonqualified assets of the Marital Trust the amount by which
my death taxes are increased by reason of an election to qualify less than all of the Marital Trust as
qualified terminable interest property; and

( e) The trustee shall pay from the disclaimed assets all generation-skipping transfer taxes on
direct skips of which I am the transferor occurring at my death as a result of a disclaimer.

13.3 Apportionment and Reimbursement for Death Taxes and Expenses.Ido not waive
any rights the trustee has under Code §§2206, 2207, 2207 A, and 2207B or any similar statutes of
any state ( or any comparable provisions in effect on rny death), and I authorize the trustee to take
such actions as are necessary to obtain reirnbursernent under such Code sections and statutes,
including withholding distributions. 1 waive all other rights to reimbursement and apportionrnent.

13.4 Tax Elections. The trustee rnay make elections under tax laws and employee benefit
plans and rnay make allocations of any available GST exemption as the trustee deerns advisable.
No adjustment shall be made between principal and income or in the relative interests of the
beneficiaries to compensate for any such election or allocation.

Article 14
Definitions

14.1 Balance of the Trust Estate. The "balance ofthe trust estate" means the principal ofthe
Lifetirne Trust (including assets received from my probate estate or any other source) reduced by
any payments of expenses, debts, and death taxes required to be paid from the Lifetime Trust and
any gifts of specific assets and any pecuniary gifts (including any pecuniary formula gifts).

14.2 Chíld and Descendant.

(a) Child. A "child" of a person means only (1) a child bom to the person orto the person's
spouse while they are lawfully married; (2) a natural child of the person bom while the parents are
not lawfully married if the parents subsequently become lawfully married, but only for purposes of
any allocation or distribution made after that marriage; (3) a child lawfully adopted by the person
prior to that child' s attaining age 21; or ( 4) a natural child of that person if that person is a fernale.

(b) Deseen dan t. A child of a person is a "descendant" of that person and of all ancestors of that
person. A person' s descendants include ali such descendants whenever bom. Except when
distribution or allocation is directed to descendants per stirpes, the word "descendants" includes
descendants of every degree whether or not a parent or more remote ancestor of a descendant is
also living.

( e) Child in Gestation. A child in gestation on the date any allocation or distribution is to be

made shall be deemed to be living on that date ifthe child is subsequently bom alive and lives for at
least 90 days.

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 14.3 Code. References to sections of the "Code" refer to the Intemal Revenue Code of 1986, as
amended from time to time, and include corresponding provisions of subsequent federal tax laws.

14.4 DeathTaxes. "Death taxes" includes all estate, transfer, inheritance, and other succession
taxes (including penalties and interest) imposed by reason of death. "Death taxes" shall not include
generation-skipping transfer taxes imposed on any generation-skipping transfers other than direct
skips made at the decedent's death of which the decedent is the transferor.

. . . . > 14.5 Education. "Education" means a preschool, grade school, middle school, high school,
> · ~ollege; uníversity, and professional or postgraduate education, any vocational studies or training,
• < réasonáblé related living expenses, and reasonable travel expenses to and from the educational
• • < · instíttúioiL .· · ·
i .\: 14.6 Illcapacity. A person (other than me) shall be considered incapacitated if under a legal
\ Aisabmfy or UI).able to give prompt and intelligent consíderation to financia! affairs. The existence
\ . ('.rftj:le iiiability may.be determined by a physician, and any person may rely on written notice of the
deterhiiri:ation; A person already acting as trustee shall cease to act on incapacity.
/ / ;{:!; 14.7 Income Beneficiary. An "income beneficiary" means a person to whom or for whose
benefit incorrie of any trust is or may be currently distributed.

14.8 Per Stirpes. Whenever assets are to be allocated for or distributed to the descendants of a
person "per stirpes," those assets shall be divided into equal shares, one such share for each then
living child of that person and one such share for each deceased child of that person who has a
descendant then living. Any such deceased child' s share shall then be allocated for or distributed to
that child's descendants per stirpes in accordance with the preceding sentence and this sentence.

14.9 Qualified Corporation. A "qualified corporation" means any bank, trust cornpany, or
other corporate entity that is authorized to act as trustee and that is not a
a related or subordinate party under Code §672( e) as to any beneficiary under this instrument.

14. l O Spouse. The "spouse" of any person, other than me, means the individual legally
married to, and not legally separated from, that person on the date of the distribution then in
question or on the date of the prior death of that person.

14.11 Tax-Sheltered Gift. "Tax-sheltered gift" means:

(a) Any assets that cannot qualify for the federal estate tax marital deduction and that are not
disposed of otherwise; and ·

(b) After giving effect to (a), the largest pecuniary amount that results in no, or the least
possible, federal estate tax payable by reason of my death.

In determining the tax-sheltered gift, the trustee shall (a) consider any tax referred to in Code
§2001(b)(2); (b) consider the applicable credit amount allowable to rny estate, any deduction from
rny estate allowed under Code §2057, and the state death tax credit allowable to my estate (but only
Page 18 of 19
 to the extent its use would not increase state death taxes), but no other credit; (e} consider my
adjusted taxable gifts; (d) consider property passing outside this trust that is indudable in my gross
estate and <loes not qualify for the marital or charitable deduction; (e) consider other gifts under
this trust that do not qualify for the marital or charitable deduction; (f) consider charges to principal
that are not allowed as deductions in computing my federal estate tax; (g) assume that none of the
Farnily Trust qualifies for the federal estate tax marital deduction; and (h) assume that all of the
Marital Trust (including any part disclaimed) qualifies for the federal estate tax marital deduction.
I recognize that the tax-sheltered gift may be zero, may be reduced by certain state death taxes, and
may be affected by any election not to deduct adrninistration expenses for federal estate tax
purposes.

Article 15
Captions and Context of Terms

Captions shall have no impact or meaning as to the terms of this instrument. Singular and
plural and masculine, feminine, and neuter shall be interchangeable as required or permitted in the
context of this instrument.

Signed and agreed on October 18, 2012

~ )
EWART,
individually andas trustee

STATE OF ILLINOIS )
) SS.
COUNTY OF MCHENRY )

On October 18, 2012, PHILIP W. STEWART personally appeared before me and

acknowledged that this instrument was executed as that pers n' s free act and <leed.

"OFACIAL SEAL"
David L. Waggoner
This document was prepared by: David L. Waggoner, Esq. Notary Public, State oí i llina!s
My Cornmisson Expires 0;·<13-201 :'.
Four N. Walkup Avenue
Crystal Lake, IL 60014
(815) 477-0830

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