EFTA01481286.pdf

THE WEXNER CHILDREN'S TRUST 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 1 SEVENTH The Trustee hereby accepts the trust and agrees to execute it to the best of his ability. gIGHTH The Grantor retains the right at any time or times during his life to revoke, in whole or in part, this Agreement and the trust created hereunder and to receive the entire income and principal. The Grantor retains the right at any time or times during his life to amend this Agreement and the trust created hereunder. The Grantor may revoke or amend this Agreement and the trust created hereunder by a written and acknowledged instrument. The right to revoke or amend the trust shall be a personal right of the Grantor and may not be exercised on his behalf by any guardian, conservator, committee or other such entity. This Agreement and the trust created hereunder shall become irrevocable and unamendable upon the Grantor's death. NINTH This Agreement and the trust hereby created shall be construed in accordance with, and governed by, the laws of the State of Ohio. TENTH This Agreement and the trust created hereunder may be referred to as The Wexner Children's Trust II. 57392.1 6 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date and year first above written. EFTA01481286 57192.: LESLIE H. WEXNER, Grant By: Jeffrey E. Epstein, as attorney -in -fact 7 Schedule A 2,500,000 shares of common stock of The Limited, Inc. 57392.1 8 STATE OF NEW YORK ) ) CS: COUNTY OF NEW YORK ) On the 25th day of February, 1998, before me personally came JEFFREY E. EPSTEIN, to me known and known to me to be the individual described in and who executed the foregoing instrument, and duly acknowledged to me that he executed the same. 57392.1 9 otary public HARRY I. BELLER Notary Public. State of New York No. 018E4853824 Qualified in Rockland County, , Commission Expires Feb. 17, P9 EFTA01481287