[This will is for a married individual with adult children and more than $1.5 million.

It includes preresidual credit shelter and residual QTIP trusts, with language in a credit trust to protect from Medicaid] LAST WILL AND TESTAMENT OF ____________________ I, _____________, of the City of __________, County of __________ and State of New York, being of sound mind and memory, do make, publish and declare this to be my last Will and Testament, hereby revoking all prior Wills and Codicils: FIRST: I direct that all my legal debts (including unpaid charitable pledges) and funeral expenses be paid by my Executors, hereinafter named, as soon as may be practicable. SECOND: To my husband, ______________, if he survives me, I give and bequeath all my tangible personal property, which shall mean all property that is not real estate and whose value is its own substance or uniqueness, such as furniture, jewelry or a coin collection. It does not include cash, books, documents or other papers that are only evidence of intangible property rights, such as bank accounts, stock certificates, promissory notes, insurance policies and the like. This bequest shall include the proceeds of any insurance collected after my death as a result of the damage or destruction of my tangible personal property either before or after my death. If my husband fails to survive me, then such property shall pass equally to those of my children who survive me. THIRD: (A) If my husband survives me, I give and bequeath an amount equal to the largest amount, if any, by which my federal taxable estate (determined before giving effect to this Article THIRD) may be increased without causing an increase in the federal estate tax payable by reason of my death, to the Trustees, hereinafter named, IN TRUST, for the following uses and purposes: to hold, manage, and invest the property, to collect the income thereof and to pay over or apply so much or all of the net income to or for the benefit of my husband and any descendant of mine living from time to time, to such extent, in such amounts or proportions, equal or unequal, and to the exclusion of any of them, and at such time or times as the Trustees (other than any then-eligible income beneficiary), in the exercise of absolute discretion, shall deem advisable. Any net income not so paid or applied shall be accumulated and added to the principal of the trust at the end of each calendar year. In addition, the Trustees shall be authorized at any time to pay over to or apply for the benefit of any then-eligible income beneficiary, out of the principal of the trust, any amount, including the whole thereof, as the Trustees, other than any then-eligible income beneficiary, in the exercise of absolute discretion, shall deem advisable, without limitation. Without in any way limiting the absolute discretion given the Trustees, it is my intention that my husband be considered the primary beneficiary of the trust and that his present and future needs be given primary consideration. Payments of income or principal for any beneficiary shall only continue, however, subject to the provisions of paragraphs B and C following. This trust is created to supplement, not replace, any and all available public benefits and entitlements, and to supplement the support of a beneficiary. It is intended to allow a beneficiary to live independently or at home in reasonable comfort. It is the intent of this Will that the trusts income and principal is not to be considered income to nor assets of any beneficiary for any purposes as stated in statute, rules or regulations of any governmental unit, agency or department.

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(B) In applying the income or principal for the benefit of a beneficiary, the Trustees shall have absolute discretion to pay to or apply the income or principal to provide for the needs of such beneficiary over and above basic maintenance, support, medical and dental care, paid for by any local, state or federal government or agency or department thereof. Nothing herein shall preclude the Trustees from purchasing those services and items that promote the beneficiarys happiness, welfare and development, including but not limited to vacation and recreation trips away from place of residence, expenses for a traveling companion (if requested), entertainment expenses, clothing, transportation costs, education and training costs, medical, dental and insurance needs. Under no circumstances shall my Trustees exercise discretion to utilize funds for the payment of such services that would otherwise be borne by any publicly funded program. There shall be no invasion of principal for the benefit of any beneficiary of this trust ordered by any court pursuant to N.Y. Estates, Powers and Trusts Law 7-1.6(b) or any other provision of law. (C) The shares of income and the principal of the trust established under this Article of my Will shall not in any way or manner be subject to or liable for any of the debts, contracts, engagements or liabilities of the respective beneficiaries thereof, and shall not be liable to anticipation, sale or pledge, nor subject to attachment, execution or sequestration under any legal, equitable or other process of law. (D) My husband shall have the power to appoint any part or all of the principal of the trust property to any or all of my lineal descendants and to impose such additional trusts or conditions as he deems appropriate, except that no appointment shall be made to my husband, his estate, his creditors, or the creditors of his estate. The exercise of this power of appointment shall be made in his Will and by specific reference to this power. If the power is not validly exercised, then the trust property shall pass according to the terms of this Will. (E) In computing the amount to pass pursuant to this Article, the final determination in the federal estate tax in my estate shall control, and all credits against such tax shall be taken into account (except that the credit for state death taxes shall be taken into account only to the extent that doing so would not result in an increase in the state death taxes that would otherwise be payable). The value of assets used to satisfy this bequest shall be the value of such assets on the date of distribution, but in no event shall the value of all assets so distributed be less than the amount calculated to pass under this Article. To the extent such assets are available for this purpose, this trust shall be funded with assets that are ineligible for the marital deduction under the federal estate tax and assets that are not productive of income. (F) I recognize that the amounts passing to the Trustees under this Article may be partially reduced or totally eliminated by nondeductible gifts and the payments of certain estate taxes and charges required by other provisions of this Will, and that such amount may be affected by determinations or elections made by my Executors or in the exercise of discretion under this Will or under the provisions of the Internal Revenue Code. (G) The trust shall terminate upon my husbands death, or when the trust property has been exhausted, and, subject to the valid exercise of the power of appointment granted him under Paragraph D of this Article, the remainder shall be divided among and paid to my then-living children and the then-living descendants of any deceased child, per stirpes. FOURTH: All the residue of my estate, both real and personal and wheresoever situate, I give, devise and bequeath as follows: (A) If my husband survives me, to the Trustees, hereinafter named, IN TRUST, to hold, manage and invest the same, to collect the income therefrom, and to pay or apply such income in convenient installments (but at least annually) to or for the benefit of my said husband. This trust shall be designated

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the Marital Trust. I authorize my Trustees, in the exercise of absolute discretion, at any time and from time to time, to pay or apply such portion of the principal of this trust as the Trustees may deem necessary for the support, health, maintenance and education of my husband. In making such invasions, my Trustees should exhaust the principal of this trust before using any part of the principal of the credit trust created by Article THIRD hereof. Upon my husbands death, the trust shall terminate and, subject to the valid exercise of the power of appointment granted under paragraph (B) following, the Trustees shall pay over the principal of the trust to my then-living issue, per stirpes, provided, however, that from the principal of the trust there shall be paid to my husbands estate (unless his Will provides expressly otherwise) an amount equal to the difference between (1) the amount of all estate, inheritance and transfer taxes imposed by any domestic or foreign laws by reason of his death, and (2) the amount of all such taxes that would have been payable if none of my husbands interest or his estates interest in this trust were taxable under such laws. (B) My husband shall have the power to appoint any part or all of the principal of the trust property to any or all of my lineal descendants and to impose such additional trusts or conditions as he deems appropriate, except that no appointment shall be made to my husband, his estate, his creditors or the creditors of his estate. The exercise of this power of appointment shall be made in his Will and by specific reference to this power. If the power is not validly exercised, then the trust property shall pass according to the terms of this Article. (C) If my husband fails to survive me, I give the residue of my estate in equal shares to my children who survive me and the issue of any child who fails to survive me, per stirpes. (D) It is my intention that my Executors use absolute discretion in determining what, if any, part of this trust should qualify for the marital deduction allowable in determining the estate tax upon my estate. It is anticipated that the Executors would elect so as to minimize the federal estate tax in my estate. I would expect, however, that some consideration would be given to the estate tax payable by my husbands estate before the election is made, particularly if he dies before the election is made, or is expected to die soon after. If my Executors make an election to qualify a portion (but less than all) of the property passing under this Article for the marital deduction, I authorize my Executors to divide such property into two fractional shares equal respectively to the portion as to which the election was made and the portion as to which it was not made. Such shares shall be held and administered by the Trustees as separate trusts with identical terms, so that one of said trusts is entirely subject to such election and the other is not subject to it. I further authorize my Executors and Trustees to make such further divisions of the property passing under this Article as may seem appropriate, using absolute discretion, for any other purpose, including the allocation of my generation-skipping transfer tax exemption and that of my husband. Whenever such shares are created, they shall each be administered as separate trusts with identical terms. Each separate trust may be invested in different ways, and the pattern of discretionary distributions in one trust need not be followed in any other. If a fixed-dollar distribution applies to a trust that becomes separate trusts pursuant to this paragraph, the dollar amount shall apply pro rata to each separate trust in proportion to the initial fractional shares constituting the trust. I also authorize the Trustees to hold separate trusts with identical terms in solido, and I authorize the Trustees to combine separate trusts with identical terms into a single trust at any time during the administration of the trust. (E) Notwithstanding any other provision of this Will, to the extent that any assets held under this Article are not income-producing, my husband is empowered to require my Executors or Trustees, at any time and from time to time, to convert such assets into income-producing property.

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(F) If my husband and all issue of mine fail to survive me, I give, devise and bequeath the residue of my estate in two equal shares. One such share shall pass to my statutory distributees who survive me, as defined under the laws of the State of New York in force at the time of the execution of this Will. The other share shall pass to those persons who would be the statutory distributees of my husband as defined by said laws if he had died after my death and after the death of all issue of mine. (G) If at the termination of any trust created under this Will, all issue of mine shall be deceased, the remainder of each such trust shall pass in two equal shares. One such share shall pass to my statutory distributees as defined under the laws of the State of New York in force at the time of the execution of this Will, which distributees shall be determined as if I died immediately upon the termination of the trust. The other share shall pass to those persons who would be the statutory distributees of my husband under said laws if he had died immediately upon such termination. (H) Notwithstanding any other provision of this Will, my husband shall be authorized at all times to require the Trustees to make all property held in this Marital Trust income-producing. FIFTH: In the event any descendant of mine is under the age of 35 years at the time he or she becomes entitled to a principal share hereunder (such as at the conclusion of the trusts provided previously herein), I direct that the amount due such person be paid to or retained by the Trustees, IN TRUST, to invest and reinvest the same, to collect, receive and accumulate the income therefrom, and to pay or apply said income and the principal in the sole and uncontrolled discretion of the Trustees for the support, maintenance, health, education or cost of a wedding of said individual as his or her circumstances may indicate, even to the extent of exhausting the entire principal. The trust shall continue until such time as the individual reaches the age of 35 years or sooner dies, whereupon the trust shall terminate and the remaining principal together with all accumulated or accrued income shall be paid to the individual, if living, or to his or her executor or administrator if deceased. SIXTH: In the event my husband and I shall die simultaneously, or under such circumstances that the order of our deaths cannot be established by clear and convincing proof, I direct that I shall be deemed to have predeceased him and that the provisions of this Will shall be construed upon that assumption, notwithstanding the provisions of any law establishing a different presumption of order of death or providing for survivorship for a fixed period as a condition of inheritance of property. SEVENTH: All estate, inheritance, succession, transfer and other death taxes (but excluding any additional tax created by any generation-skipping transfer tax imposed under chapter 13 of the Internal Revenue Code or corresponding provisions of state law, or 2032A of the Code or corresponding provisions of state law) including any interest and penalties thereon, paid to any domestic or foreign taxing authority with respect to all property taxable by reason of my death, whether such taxes be payable by my estate or any recipient of any such property and whether or not such property passes under this Will, shall be charged against and paid as follows: (A) If my husband shall survive me, out of the credit trust passing under Article THIRD of this Will to the extent the property causing such tax passes under this Will; to the extent the property causing the tax passes outside this Will, then such tax shall be borne by such nonprobate property; (B) If my husband fails to survive me, out of the residue of my estate, without apportionment to the extent that the property causing the tax passes under this Will; to the extent the property causing the tax passes outside this Will, then such tax shall be borne by such nonprobate property; (C) I direct that any tax (including any interest and penalties thereon) imposed by reason of chapter 13

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of the Code or corresponding provisions of state law, with respect to the property passing under this Will or otherwise, shall be paid as provided in 2603 of the Code. EIGHTH: I confer upon my Executors and Trustees with respect to the management and administration of any property included in my estate or any trust created thereunder, of whatever nature and wherever located, in addition to the powers conferred upon an executor and trustee by the laws of the State of New York and elsewhere in this Will, the following discretionary powers, without limitation by reason of specification: (A) To retain within the credit trust any residence that I may own at my death as a home for any of the beneficiaries hereunder, and to pay taxes, mortgage payments, upkeep, insurance, repairs and expenses of operation thereof as expenses of administration of that trust; (B) To retain any property in my estate and in any trust, of whatever nature and wherever located, whether or not of a type or quality or constituting a diversification proper for investment by a fiduciary under the laws of New York or any other jurisdiction, and whether or not productive of income; (C) To sell, exchange, abandon or otherwise dispose of any property at public or private sale, for such consideration and upon such terms, including credit, as seems advisable; (D) To hold property in the name of a nominee; (E) To borrow money from a fiduciary or others for any purpose connected with the administration of my estate and to pledge or mortgage any property for any purpose; (F) To renew, assign, extend, compromise, release with or without consideration, abandon, or submit to arbitration, obligations or claims held by or asserted against them or which may affect estate assets; (G) To make distributions in money or in kind, real or personal, or partly in each, including undivided interests, even though shares be composed differently; (H) To determine without restriction whether to exercise any elections provided for under the Internal Revenue Code, as the same may be amended, including an election to claim administration expenses or losses as income- or estate-tax deductions or an election to value my estate as of the date of my death or under the so-called alternate valuation method or special-use valuation method; (I) If all or a portion of my estate or any trust shall vest in absolute ownership in a minor, I authorize the Executors and Trustees in their absolute discretion and without authorization by any court, either: (1) To distribute the whole or any part of such distribution to a custodian under the New York Uniform Transfers to Minors Act and to choose such custodian without limitation. In establishing such account, I authorize the duration to be extended to age 21 at the fiduciarys discretion. The receipt and release of the custodian shall be sufficient to discharge any liability of my Executor to the minor; or (2) To distribute the whole or any part of such property to the parent or guardian of such minor. (J) To terminate any trust, which, in the determination of the Trustee, is not economical to continue because of its small size. In such event, the remainder of the trust shall be paid to the income beneficiary or beneficiaries proportionately; (K) To join with my husband in filing joint income tax returns for any period up to my death, and to

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pay any taxes due with respect thereto, or apportion any refund; (L) To renounce any power granted any fiduciary hereunder, if, in the sole determination of the fiduciary, such power would or could jeopardize any deduction or otherwise cause my general testamentary scheme and tax plan to be put at risk of not being carried out. (M) In respect of any securities forming part of my estate or any trust created hereunder, to vote in person or by proxy, discretionary or otherwise; to join in, consent or become a party to, oppose or otherwise participate in any reorganization, readjustment, merger, voting trust, consolidation, exchange, dissolution or other changes affecting any such securities; to deposit any such securities with any committee, depository or trustee and to pay any and all fees, expenses and assessments in connection therewith; to exercise or sell any stock options or any conversion, subscription or other rights and to receive and hold any new securities issued as a result of any such reorganization, retirement, merger, voting trust, consolidation, exchange or exercise of conversion, subscription or other rights; and generally, to take all action in respect of any such securities as my Executors or Trustees could do as absolute owner thereof; (N) To retain and continue the operation of any business, incorporated or unincorporated (whether or not income-producing or resulting in lack of diversification) which I may own or in which I may have an interest at the time of my death, and any successor business thereto, and to purchase or otherwise acquire any business or interest in any business and to operate the same; and in connection with any business, to have the following authority and to exercise the following powers, as may be deemed advisable: to take part in the management of such business and to delegate such duties, with the requisite powers, to any employee, manager, partner or associate, without liability for such delegations; to reduce, expand, limit or otherwise fix and change the operation or policy of any such business and to act with respect to any other matter in connection with any such business; to advance money or other property from my estate or any other source to any such business as may be deemed advisable; to make loans of cash or securities to any such business and to guarantee the loans of others made to any such business; to borrow money for any such business from any lender and to secure such loan or loans by a pledge or mortgage of any part of my estate; to select and vote for directors, partners, associates and officers of any such business; to act as directors, general or limited partners, associates and officers of any such business and to compensate such directors, partners, associates and officers, including any person who is a beneficiary or fiduciary under this my Will; to establish and to join with others in establishing such partnerships, limited partnerships, corporations and other business organizations and associations for the carrying on of any such business, and to contribute to the capital of such business any part or all of my estate as may be deemed advisable; to deposit securities with a voting Trustee; to enter into stockholders agreements with corporations in which my estate or any trust estate has an interest and/or with the stockholders of such corporations; to sell any such business, any interest in any such business, or any stock or other securities representing the interest of my estate or any trust estate in any such business; to liquidate, either alone or jointly with others, any such business or any interest in such business; and generally, to exercise any and all powers as my Executor and Trustee may deem necessary with respect to the continuance, management, sale or liquidation of any such business. (O) Notwithstanding anything to the contrary in this Will, it is my intention that all powers of the Trustees or any fiduciary be construed so as not to disqualify the trust under the residuary clause of this Will from eligibility for the marital deduction under the federal estate tax. NINTH: No trust created under this Will shall continue more than 21 years after the death of the last descendant of my parents and my husbands parents who was alive at my death. If a trust is terminated

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pursuant to this Article, the remainder shall pass equally to the descendants of mine who are beneficiaries of that trust, and who are the closest degree of relationship to me. TENTH: (A) I hereby appoint __________________ and my daughter ______________ as Executors hereof. If either designee fails to qualify or ceases to act, then I appoint my son, _______________ to act as alternate Executor. (B) I hereby appoint my daughter ____________ and _____________ as Trustees hereof. If either designee fails to qualify or ceases to act, then I appoint my daughter, __________________, as alternate co-Trustee. If at any time there is not an alternate Trustee designated or willing to act, I authorize the Trustee(s) last acting or designated (other than any possible beneficiary of any interest hereunder) to designate a successor or alternate, and to waive the necessity of a bond for the designee. (C) I direct that no fiduciary bond or other security shall be required of any fiduciary named in this Will, even though such fiduciary may reside outside the State of New York. (D) The terms Executor and Trustee and the pronouns therefor whenever used in this Will shall be construed as masculine, feminine or neuter, as sense requires, and include such person, including a corporation, and any successor and substitute therefor as may at any time be duly appointed and acting in the capacity of Executor, Executrix or Trustee. IN WITNESS WHEREOF I have hereunto subscribed my name this _____ day of ___________ in the year 20__. __________________________ We, the undersigned, do hereby certify that the foregoing instrument was signed by the above-named Testatrix in the presence of us and each of us and that said Testatrix at the same time declared said instrument to be her Last Will and Testament and requested us and each of us to sign our names thereto as witnesses to the execution thereof, which we hereby do in the presence of said Testatrix and of each other on the day and year last above written. ___________________________________________________________________________, residing at ___________________________________________________________________________. ___________________________________________________________________________, residing at ___________________________________________________________________________.

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WITNESS AFFIDAVIT
STATE OF NEW YORK COUNTY OF ___________ ) ) ss.: )

Each of the undersigned, individually and severally being duly sworn, deposes and says: The foregoing instrument was subscribed in our presence and sight at the end thereof by ________________________, hereinafter referred to as the Testatrix, on the ______ day of ______________, 20__. The Testatrix at the time of making such subscription declared the foregoing instrument so subscribed to be her last Will. Each of the undersigned thereupon signed as a witness at the end of the foregoing Will at the request of the Testatrix and in her presence and in sight of each other. The Testatrix, in the respective opinions of the undersigned, could read, write and converse in the English language and was suffering no defect of sight, hearing or speech, or from any other physical or mental impairment that would affect Testatrixs capacity to make a valid Will. The foregoing Will was executed as a single, original instrument and was not executed in counterparts. Each of the undersigned was acquainted with the Testatrix at such time and makes this affidavit at Testatrixs request. Each of the undersigned has, contemporaneously with the execution of this affidavit, examined the signatures at the end of the foregoing Will, and such signatures are the signatures affixed by the Testatrix and by each of the undersigned. ____________________________________ Severally sworn to before me this _________ day of ____________, 20__. _________________________ Notary Public _____________________________________

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