THIS AGREEMENT made as of the [DATE], 2009, among [NAME OF GRANTOR] of the State of New York (hereinafter referred to as the "Grantor"), and [NAMES OF TRUSTEES] (hereinafter along with any other person, bank or trust company qualifying as additional or successor trustees, referred to as the "Trustees"). WITNESSETH: This trust agreement shall be known as the [NAME OF TRUST] TRUST AGREEMENT. The Grantor hereby transfers to the Trustees the property shown on Schedule A annexed hereto, which property shall be held by the Trustees IN TRUST in accordance with the provisions of this Trust Agreement. Unless otherwise directed herein, or in the documentation directing property to be held in trust under this Agreement, property set aside in trust in accordance with this agreement shall be governed by Clause FIRST. FIRST: DISCRETIONARY TRUST All trust property directed to be disposed of under, or in accordance with, this Clause FIRST shall be held by the Trustees IN TRUST (the "Discretionary Trust") in accordance with the following provisions: (A) The Trustees shall pay so much of the income of the Discretionary Trust as the Trustees may deem advisable from time to time, in equal or unequal shares, to or for the use or benefit of one or more of the Grantor's wife [NAME OF GRANTOR'S WIFE] (as defined in Clause THIRTEENTH) and the Grantor's descendants living from time to time, in the Trustees' sole and absolute discretion. Any income not directed to be paid for any year of the Discretionary Trust shall be accumulated by adding such income to the principal of the Discretionary Trust. EFTA01104927