SCHEDULE A
TRUST AGREEMENT dated the 6th day
of July, 2000, between
the JAFFE FAMILY LIMITED PARTNERSHIP, as Settlor,
and
ELLIOT S. JAFFE,
as Trustee.
3,655,330 shares of Common Stock of The Dress Barn, Inc.
TRUST AGREEMENT dated the 6th day of July, 2000, between the JAFFE FAMILY
LIMITED PARTNERSHIP, a Connecticut Limited Partnership, as Settlor, and ELLIOT
S. JAFFE, as Trustee.
1. The Settlor hereby transfers and assigns to the Trustee and his
successors (hereinafter the "Trustees") the property set forth in Schedule A
annexed hereto to hold in separate trust upon the terms and conditions set forth
herein. This trust shall be known as the "JAFFE FLP VOTING TRUST."
2. The Trustees shall invest and reinvest the principal of the trust and
shall pay so much of the income therefrom and such sums out of the principal
thereof (even to the extent of the whole thereof) to the JAFFE FAMILY LIMITED
PARTNERSHIP, or, if said partnership is no longer in existence, to its
successors in interest, as the Trustees, in their absolute discretion, deem
advisable, accumulating any balance of the income annually and adding the same
to principal.
The trust shall terminate upon the first to occur of (i) the tenth
anniversary of the date of this Agreement, (ii) such time as DAVID JAFFE is no
longer active in the management of THE DRESS BARN, INC. or its successor, or
(iii) the disposition by the trust of all of shares of The Dress Barn, Inc.
(other than the disposition of the shares pursuant to a corporate merger or
similar transaction resulting in the exchange by the trust of the shares of
stock of The Dress Barn, Inc. for securities of another issuer where the
securities held by the trust constitute working control of such issuer), at
which time the then principal of the trust shall be distributed absolutely to
the JAFFE FAMILY LIMITED PARTNERSHIP, or, if said partnership is no longer in
existence, to its successors in interest.
3. If ELLIOT S. JAFFE ceases to be qualified as a Trustee hereunder, the
following individuals shall be entitled to qualify as successor Trustees,
successively and in the order named: ROSLYN S. JAFFE; DAVID JAFFE.
Subject to the foregoing, the Trustees from time to time qualified
hereunder are authorized and empowered to designate one or more co-Trustees and
a sole surviving Trustee at any time qualified hereunder is authorized and
empowered to designate one or more successor Trustees to act with or succeed him
or her.
No bond or other security shall be required for any reason whatsoever of
any Trustee named herein or designated as herein provided.
<PAGE>
4. The Trustees and any successor Trustee of this Trust Agreement
(hereinafter "Trust Agreement" or "Agreement") shall have the following
discretionary powers in addition to those conferred by law and all of the powers
set forth in Section 45a-234 of the Fiduciary Powers Act of the Connecticut
General Statutes, as amended, as well as the powers set forth in Sections (1),
(2), (3), (4), (5), (6), (7), (8), (9), (10), (11), (12), (13), (14), (15),
(16), (17), (18), (19), (20), (21), (22), (23), (24), (25), (26) and (27) of
Section 45a-235 thereof:
(a) To make any payment or distribution (required or authorized under
this Agreement) either wholly or partly in kind at market value
at date of distribution; to cause any share to be composed of
cash, property or undivided fractional interests in property
different in kind from any other share and without regard, among
such shares, to whether the property distributed has an
equivalent basis for income tax purposes.
(b) To continue to hold any property, real, personal or otherwise,
including, but not limited to, stocks, bonds or other securities,
domestic or foreign, in the form in which it shall be when
received by them hereunder (without regard to any rule of law
that may require them to decide whether or not to retain such
property) or as the form thereof may be changed pursuant to the
provisions of the other subdivisions of this Article, so long as
they, in their absolute discretion, deem it advisable.
(c) To invest and reinvest in any property, including, but not
limited to, stocks, bonds or other securities or so-called
derivative investments, domestic or foreign, options to sell or
to purchase such securities or so-called derivative investments
(whether or not then held hereunder), shares or interests in
mutual funds, investment companies, investment trusts or common
trust funds of a bank or trust company, currencies, precious
metals, oil and gas properties or other natural resources and
commodities, or interests in, rights to or options to sell or to
purchase any of the foregoing (whether or not then held
hereunder), improved or unimproved real property or tangible
personal property or life insurance, endowment, annuity or
similar contracts (including such contracts insuring the then
income beneficiary of any trust hereunder) that they may, in
their absolute discretion, deem advisable, without regard to any
duty to diversify or to make such property productive of income,
and in any manner, including by direct purchase, entry into a
joint venture, creation of or purchase of an interest in any form
of partnership or corporation or through any other form of
participation or ownership.
<PAGE>
(d) To employ any person, firm, corporation, bank or trust company
for advice with respect to investment policy, but the Trustees
may, in their absolute discretion, follow or refrain from
following any recommendations so obtained, and said
recommendations shall not in any way limit the discretionary
power and authority herein conferred upon, and not otherwise
delegated by, them with respect to investments; to designate a
corporation, partnership or other firm, authorized so to act, as
custodian, and to employ attorneys, accountants and bookkeepers;
and to charge the fees and expenses of the foregoing to the trust
hereunder.
(e) To exercise or perform every power, authority or duty, including
discretionary powers, by the concurrence and in the names of a
majority of the Trustees qualified to participate, with the same
effect as if all had joined therein; but by unanimous vote of the
Trustees they may determine the number (one or more) who may give
instructions to custodians, sign checks or have access to safe
deposit boxes.
(f) Severally to resign, by delivering to any successor or co-Trustee
written notice of such resignation, to take effect at such date
as said resigning Trustee may specify in said notice, without
necessity for prior accounting or judicial approval.
(g) Severally to authorize, by instrument in writing, any person or
corporation, including any co-Trustee, bank or trust company, to
act in the place of said Trustee with respect to specified
transactions, to sign a particular check or checks, or to execute
any other specifically stated instruments in the name of said
Trustee.
(h) To credit to principal or income or to apportion between them in
such manner as they deem advisable any distributions from
partnerships, any extraordinary, wasting or liquidating
dividends, any dividends payable in the stock of the corporation
paying the dividend or payable in the stock of another
corporation and any so-called "capital gains dividends" declared
by investment companies or investment trusts.
(i) To charge to principal or income or to apportion between them any
ordinary or extraordinary expenses in such manner as they deem
advisable.
(j) To determine if and to what extent they shall amortize any
premium paid by them on bonds or other obligations for the
payment of money.
(k) To alter, repair, improve, demolish, manage, partition, mortgage,
lease for any period (including a period in excess of any fixed
by statute and extending beyond the duration of the trust
herein), exchange, grant options to lease or to buy and sell or
dispose of, at public or private sale and upon such conditions
and such terms as to cash and credit as they deem advisable, any
property held hereunder.
(l) To borrow such sums as they deem advisable for the proper
administration of the trust and to give security therefor.
<PAGE>
(m) To lend such sums out of the income or principal of the trust
hereunder, and upon such terms and conditions as they deem
advisable, provided that adequate security be obtained from, and
reasonable interest be charged to, any borrower other than a
beneficiary.
(n) To guarantee loans made to any beneficiary hereunder.
(o) With respect to any property distributable absolutely to an
infant remainderman: in their absolute discretion, to retain
possession of and manage the same during his or her minority,
with all the rights, powers and compensation of Trustees
hereunder, and from time to time to apply so much of the income
and principal thereof to the use of said infant as they deem
advisable, accumulating any balance of the income and adding the
same to principal at convenient intervals; upon said infant's
attaining majority (or sooner death), the then principal and any
accumulated income shall be distributed to said infant (or his or
her estate); this power shall not affect the vesting of said
property in said infant.
(p) In determining the amount of income or principal applicable to
the use of an infant, to disregard the ability of the parent or
parents of said infant to support said infant; and to make
payment of any income or principal, applicable to the use of or
payable to an infant, (1) to the Guardian (qualified in any
jurisdiction) of the person or property of such infant, or (2) to
the parent or parents of such infant (whether or not legally
appointed his or her Guardian(s)), or (3) to the extent permitted
by law, to a Custodian for such infant under a Uniform Gifts to
Minors Act or a Uniform Transfers to Minors Act, or (4) to apply
the same for his or her benefit; the receipt of such Guardian,
parent or Custodian or the evidence of the application of such
income or principal shall be a full discharge to the Trustees for
such payment.
(q) To remove any of the property held hereunder to or from any
jurisdiction; to change the situs of administration of the trust
hereunder from one jurisdiction to another.
(r) To organize or participate in the organization of corporations,
and to transfer to them any part or all of the property held
hereunder in exchange for securities thereof.
<PAGE>
(s) To participate in and consent to any corporate reorganization,
dissolution, liquidation, merger, consolidation, sale or lease,
or in and to any other change in any corporation or in its
financial structure, and to become a depositor with any
protective, reorganization or similar committee, and to make all
necessary payments incident to the foregoing; to exercise or to
sell any conversion, subscription or similar rights; and in
general to exercise in respect to any securities the unrestricted
rights of a personal owner, including voting in person or by
proxy.
(t) To the extent permitted by law, to register any of the property
held hereunder in their names as Trustees or in the names of
nominees, or to take and keep the same unregistered, in bearer
form or otherwise in such condition as to pass by delivery.
5. (a) All the powers granted in this Agreement may be exercised after the
termination of the trust in connection with the proper administration and
distribution thereof.
(b) This Agreement shall be governed, and its validity, effect and
interpretation shall be determined, by the laws of the State of Connecticut,
except that the Trustees may, from time to time, declare in writing that this
Agreement shall be governed, and its validity, effect and interpretation shall
be determined, thereafter by the laws of any other jurisdiction within the
United States of America or that the forum for administration of the trust
hereunder shall thereafter be the courts of any other jurisdiction within the
United States of America, but only until any further declaration of a change in
the governing law or of the forum for administration may be made by the
Trustees. As often as any such declaration is made, the Trustees may thereafter
make such consequential modifications to the provisions of this Agreement as
they, in their absolute discretion, consider necessary to assure that, so far as
may be possible, such provisions shall be as valid and effective under the laws
of such other jurisdiction as they are under the laws of the State of
Connecticut, except that the Trustees shall not, in so doing, render this
Agreement void, voidable, illegal or revocable.
(c) This Agreement shall be irrevocable.
(d) In any judicial proceeding involving the trust hereunder and in any
non-judicial settlement of the account of a Trustee hereunder, the interest of a
person under disability may be represented by a party to such proceeding or
settlement who is not under disability and who has the same interest.
(e) If any person beneficially interested hereunder shall die in the course
of or as a direct result of the same disaster, accident or calamity as shall
cause the death of the life beneficiary upon whose death said person's interest
is to take effect or under such circumstances that it cannot be readily
determined whether said life beneficiary or said person died first, then, for
the purposes of this Agreement, said person shall be deemed to have died before
said life beneficiary.
<PAGE>
(f) Any income or principal payable to a beneficiary hereunder may, in the
discretion of the Trustees, be applied by them for the benefit of said
beneficiary.
(g) Upon the commencement of the trust herein and upon the death of an
income beneficiary, or any other termination of the trust herein, any accrued
income (including dividends theretofore declared but not yet payable) shall be
paid to the persons entitled to receive the income when it becomes payable, but
any undistributed income which the Trustees are authorized in their discretion
to accumulate shall be added to principal.
(h) Any Trustee who is an income beneficiary of the trust hereunder shall
not be qualified to participate in the exercise of any discretionary powers to
distribute principal or income to himself or herself or to make allocations, in
his or her own favor, of receipts or expenses as between principal and income of
such trust; nor shall any Trustee participate in the exercise of a discretionary
power to pay or apply income or principal to or for the benefit of a beneficiary
whom said Trustee (in his or her individual capacity) is then legally obligated
to support; all said powers shall be exercisable by the other Trustee(s).
(i) The Settlor or any person may from time to time add assets to the
principal of the trust hereunder, provided only that said assets are acceptable
to the Trustees.
(j) Wherever the context permits, the word "Trustees" shall be deemed to
include "their survivor or survivors, successor or successors".
(k) In determining whether or not to exercise any discretionary power to
pay income or principal of the trust hereunder, the Trustees may, but shall not
be required to, (i) take into account any effect the exercise thereof may have
on the respective tax liabilities of any trust hereunder and the beneficiary
under consideration and (ii) consider and accept as correct any statement
concerning these matters made by the beneficiary under consideration or on his
or her behalf.
(k) To the extent permitted by law, none of the beneficiaries hereunder
shall have the power to convey, anticipate, assign, encumber or in any way
dispose of any part of the income or principal of their respective trust funds,
nor shall said principal or income be in any way or in any amount answerable or
chargeable with their duties, obligations, judgements or claims however arising,
nor shall said principal or income be taken or reached by any legal or equitable
process in satisfaction thereof, it being the Settlor's intent with respect to
said beneficiaries, so far as the law allows, to make said trust what are
commonly known as "spendthrift trusts".
(l) The Trustees hereunder shall not be required to file any annual or
other periodic accountings with respect to the trust hereunder.
(m) The Trustee hereby accepts the trust herein and agrees to carry out the
provisions hereof and faithfully to perform and discharge all of her duties as
Trustee.
<PAGE>
IN WITNESS WHEREOF, the undersigned have hereunto set their
hands and seals the day and year first above written.
JAFFE FAMILY LIMITED PARTNERSHIP, Settlor
By:/s/ Elliot Jaffe (L.S.)
Elliot Jaffe, General Partner
/s/ Elliot Jaffe (L.S.)
Elliot Jaffe, Trustee
STATE OF CONNECTICUT)
) ss.:
COUNTY OF FAIRFIELD)
On this 6th day of July, 2000, before me personally appeared
ELLIOT S. JAFFE, residing at Westover Park, Bayberrie Road, Stamford,
Connecticut, to me known and known to me to be the individual described in and
who executed the foregoing instrument as the Managing General Partner of Jaffe
Family Limited Partnership and he thereupon acknowledged to me that he executed
the same.
-----------------------------
/S/Notary Public
STATE OF CONNECTICUT)
) ss.:
COUNTY OF FAIRFIELD)
On this 6th day of July, 2000, before me personally appeared
ELLIOT S. JAFFE, residing at Westover Park, Bayberrie Road, Stamford,
Connecticut, to me known and known to me to be the individual described in and
who executed the foregoing instrument as Trustee of the trust dated this date,
and he thereupon acknowledged to me that he executed the same.
-----------------------------
/S/Notary Public
