THE WEXNER CHILDREN'S TRUST IO -00110, TRUST AGREEMENT dated February 25, 1998, between LESLIE H. WEXNER, as Grantor, and JEFFREY E. EPSTEIN, as Trustee. The Grantor hereby transfers to the Trustee the property described in Schedule A annexed hereto, to be administered and disposed of as provided in this Agreement. FIRST The Trustee shall retain such property, IN TRUST, for the following purposes: (a) To pay any part or all of the income and such sums from or any part or all of the principal of the trust as the Trustee, in his discretion, from time to time determines for any reason whatsoever to, for, or on behalf of the Grantor. Any income not so paid shall annually be added to the principal. (b) On the death of the Grantor, to distribute the remaining income and principal of the trust to the estate of the Grantor. SECOND Whenever the Trustee is directed or authorized to pay income or principal to the Grantor, the Trustee shall be authorized in his discretion to apply income or principal to or for,the use of the Grantor. THIRD In exercising any discretion the Trustee may, but shall not be required to, consider and accept as correct any statement which he believes to be reliable made by any person, including the person interested in the way in which the discretion is exercised. The Trustee, in exercising any discretionary authority given to him under any provision of this agreement, shall not be required to take into account 57392.1 3. Confidential Treatment Requested by JPMorgan Chase CONFIDENTIAL JPM-SDNY-00002596 SDNY_GM_00271794 EFTA01480436