McDermott Will &Emery MEMORANDUM Date: August 13, 2012 To: Leon Black From: Carlyn S. McCaffrey Elyse G. Kirschner Re: Summary of Your Draft 2012 Will and Revocable Trust Agreement This memorandum explains the principal provisions of the draft Will and Revocable Trust Agreement (the "Revocable Trust Agreement") we have prepared for you and the anticipated tax consequences of certain of their provisions. We have prepared these draft documents in order to incorporate the estate planning decisions you recently reached, including the decision to leave half of your assets at the death of the survivor of you and Debra to a charitable lead annuity trust. I. Overview The Revocable Trust Agreement is intended to serve as your primary testamentary document, in place of a comprehensive Will. The Trust Agreement establishes your revocable trust (the "Revocable Trust"). The trustees of the Revocable Trust who are in office after your death will receive all of your assets (including any that they already hold and those that are delivered to them by your executors), pay your estate taxes, and divide the balance among your beneficiaries. The Will serves the limited function of appointing your executors, disposing of your tangible property and real property and directing that all other assets remaining in your name at your death be transferred to the trustees of the Revocable Trust. Your estate plan will continue to be reflected in a combination of Will and Revocable Trust Agreement rather than a stand-alone Will in order to facilitate the administration of your assets after your death and to eliminate, to the extent possible, the supervisory authority of the local Surrogate's Court over the trusts for Debra and your children that would otherwise have been created under your Will. IL Will Provisions A. Dispositive Provisions I. Exercise of Power ofAppointment (Article II) If Debra survives you, you direct that the remainder interest in any g