Article I - Purpose and Property Re

1. Name of Trust. The name of this Trust shall be the Republican Leadership Trust (hereinafter the “Trust”).

2. Purpose of Trust. The Trust is created exclusively for the providing of the Trust Property as hereinafter described, for the complete and full access to, benefit of, and usage by any and all duly qualified national, state, county, municipal, ward, district and local committees of the Republican Party as defined under Section 301 of the Federal Election Campaign Act (FECA) of 1971, as amended, Pub.L. 92-225, 86 Stat. 3, 2 U.S.C. § 431(4)(C)(14), (15) and (16) and any elected member therein, (hereinafter the “Beneficiaries”) without interference or obstruction by any person or persons, other than by the Trustees themselves for good and just cause, for activities that qualify as exempt under section 527 of the Internal Revenue Code of 1986, so as to promote through prevailing technology, first, the fullest degree of meaningful opportunity for all registered electors to participate in the political process by strategic association; and secondly, internal party accessibility, accountability and unity.

3. Life of Trust. The Trust shall continue forever unless the Settlor as set forth hereunder, revokes the Trust Agreement; provided however, if and to the extent that the law of the Commonwealth of Pennsylvania prohibits now or in the future perpetual duration, this Trust shall not extend beyond the maximum period permitted under law. On termination, the Trust Property as then constituted shall be distributed to the Settlor, if such is a going concern by virtue of election of officers as required by the provisions of the Election Code governing campaign finances and by the rules of the Philadelphia City Republican Committee, or if the Settlor is not a going concern, then at the discretion of the Trustees, then to any national, state or county committee of the Republican Party.

4. Original Trust Re. The Settlor acknowledges that it has transferred to the Trustees without consideration all copyright and trademark ownership and similar legal instruments of a computer software program known as Republican All in One™ Political Suite™ open architecture, Internet-based, software program (hereinafter the “Trust Property”) which is the original corpus of the Trust Property.

5. Additions to the Trust Re. The Trustees may receive and accept additional property, whether real or personal, by way of gift, bequest, or devise, from any person, firm, trust, or corporation, to be held, administered and disposed of in accordance with and pursuant to the provisions of this Trustee Agreement, but no gift, bequest or devise of any such property shall be received or accepted if it is conditional or limited in such a manner as to violate the purpose of this Trust and provisions of this Trust Agreement, or shall be the opinion of the Trustees, jeopardize the Federal income tax exemption of this Trust pursuant to application sections of the Internal Revenue Code of 1986 or any Federal or state law governing campaign finances, electioneering and political parties. All such original and additional property is referred to herein collectively as the Trust Property.

6. Retention of the Property Character. Any Trust Property transferred to this Trust shall retain its original character and in the event of revocation, the Trustees shall return such Trust Property to the Settlor based on the same property rights that had prior to the transfer of same to the Trustees.

7. Private Benefit Prohibited. No part or portion of the Trust Property or any income or interest earnings therein shall inure or be payable to or for the benefit of any private individual, and no substantial part of the activities of this Trust shall be the carrying on of propaganda or otherwise attempting, to influence legislation, or participation in, or intervention in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public or political office, other than in the execution of the purpose of the Trust and distribution of the access to, benefits of, and usage by the Beneficiaries of the Trust Property.

8. Distributional Requirements of Trust Property. The Trust Property shall at all times be available, without interference or obstruction by any person or persons, for distribution to any Beneficiary for lawful campaigning and electioneering on behalf of the Republican Party and its nominees, upon acceptance of an End User License Agreement (”EULA”), renewable annually upon the determination of the value of the Trust Property by the Trustees if so required by applicable law, all which shall assure full compliance by the Trustees and by each Beneficiary of all applicable Federal and state association, campaign finance, election, revenue and trust laws, so not to cause unnecessary adverse consequences which would limit or restrict acceptance by the Trustees of any additions to the Trust by way of gift, bequest or devise from any person, firm, trust or corporation, or which would constitute impermissible express advocacy by the Trustees or the Trust for the election or defeat of any candidate for public office, or which would convert the Trust into a political action committee subject to applicable FECA or state limitations therein.

9. Rights of Amendment and Revocation. The Settlor may at any time and upon successive occasions, alter or amend or revoke this Trust in whole or in part, for good and just cause, if and only any of the Original Trustees are a duly elected officer thereof the Settlor. Otherwise, this Trust is irrevocable.

10. Spendthrift Clause. No interest or principal or income of any Trust Property created under this Trust Agreement shall be anticipated, assigned or encumbered, or subject to any creditors’ claim or to legal process, prior to its actual receipt by the Beneficiary. If the creditor of any Beneficiary who is entitled to any distribution under this Trust Agreement attempts by any means to subject to the satisfaction of his claim the Beneficiary’s interest in any distribution, then, notwithstanding any other provision of this Trust Agreement, unless the release of the writ of attachment or garnishment or other process, the Trustees collectively shall act as advised by counsel.

Article II - The Trustees

11. Original Trustees. The original Trustees shall be the Honorable Arlin M. Adams who shall serve as the Co-Trustee and Beneficiary Relations Administrator as described hereunder, and Frederick W. Hess III who shall serve as the Co-Trustee and Finance Administrator as described hereunder, and the Honorable Peter J. Wirs who shall serve as the Co-Trustee and Systems Administrator as described hereunder, all to serve with the powers, authority and obligations contained within this Trust Agreement.

12. Death or Resignation or Removal of Trustee. Any trustee under this Trust Agreement, may by written instrument and acknowledged, resign his office. In the event of the death or resignation or if for any reason whatsoever a trustee ceases to serve as a trustee herein, such resignation not requiring the approval or consent of any court, the remaining Trustees shall nominate and appoint a successor trustee to serve as Trustee hereunder without approval of any court of law or equity. A trustee may be removed for good and just cause on petition to a court of competent jurisdiction by the Settlor or the co-Trustees. At no time shall the number of Trustees be not less than two and at not less than one Trustee be a Treasurer or Assistant Treasurer of a regularly constituted party committee of Republican Party pursuant to Section 1622 of Pennsylvania Election Code, 25 P.S. 3242. The Trustees from time to time in office, shall have full authority to act even though one or more vacancies may exist. A Trustee may, by appropriate written instrument, delegate all or any part of his powers to another or others of the Trustees for such periods and subject to such conditions as such delegating Trustee may determine.

13. Change in Trusteeship. Upon any change in any trusteeship hereunder, the continuing Trustees or Successor Trustees, as the case may be, shall have all of the powers, authorities, rights, discretions, immunities, estates, titles, duties and obligations of the original Trustees, without the necessity of any conveyance or the taking of any action whatsoever.

14. Limitations on Duties with Respect of Successor Trustee. No Successor Trustee shall have any responsibility for the acts or omissions of any prior trustee and no duty to audit or investigate the accounts or administration of any such trustee, nor, unless in writing requested to do so by a person having a present or future beneficial interest under the Trust hereunder, any duty to take any action to obtain redress for breach of trust. It is the intent of the Settlor that the successor Trustee shall not be required to obtain approval or discharge by any court of law or equity or to pursue any other court proceeding at the request of the Beneficiaries. However, under any circumstances any claim or action in law or equity against any previous trustee must in any event be asserted or commenced or filed within one (1) year after the appointment of a successor trustee, unless otherwise provided by law.

15. Trust Management. The Trustees shall have, in addition to all powers granted by law, the following powers with respect to the Trust, exercisable in the Trustee’s discretion, except as herein specifically restricted or prohibited:

a. To administer, including to design, develop, maintain and upgrade the attributes, benefits, components, features, operation, parts, and program of the original Trust Property and any software program of any additional Trust Property in such a manner as to assure the usefulness and utility of the original Trust Property and any software program of additional Trust Property so that such conforms to prevailing technology benchmarks, criteria or standards; and to provide education, information and instruction relative to successful employment and use of the Trust Property; so that all Beneficiaries may avail themselves of access to, benefits and use of the Trust Property to maximize strategic association through interactive social networking technology that connects, informs, involves and mobilizes the general electorate so as to assure the maximum voter turnout on behalf of and for Republican nominees for public office in any general or special election; of which by virtue of special skills or expertise, shall be assigned and delegated primarily to the Co-Trustee and Systems Administer.

b. To assure such monies as shall be deemed appropriate and necessary for the Trustees to discharge the purposes of this Trust be provided by the solicitation of donor-restricted contributions, transfers of funds and payment of expenses in compliance with applicable Federal and state campaign finance laws, all which shall made either to the regularly constituted committee of the Republican Party of which one or more of the Trustees serves as a Treasurer or Assistant Treasurer thereof, or any to any other regularly constituted committee of the Republican Party, provided however, that all such contributions intended for the Trust, are expressly restricted by the donor to and solely for the purposes of transfer from the aforesaid regularly constituted committee of the Republican Party to this Trust to offset the expenses of this Trust generally or on behalf of the respective regularly constituted committee of the Republican Party; of which by virtue of special skills or expertise, shall be assigned and delegated primarily to the Co-Trustee and Finance Administrator.

c. To assure that all Beneficiaries are fully informed as required by the Uniform Trust Act and other applicable law of all matters relating to the Trust and to assure to each Beneficiary thereto, access to, benefits of and use by the Beneficiary without interference or obstruction by any person or persons, other than by the Trustees themselves for good and just cause, for activities that qualify as exempt under section 527 of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law), and to arbitrate or meditate or otherwise resolve any conflict or dispute therein of or between any Beneficiary or Beneficiaries, either informally or formally and to otherwise enforce the rights thereto of any and all Beneficiaries of equal access to, benefits of and use of the Trust Property which shall include, when determined to be appropriate and necessary, judicial intervention; of which by virtue of special skills or expertise, shall be assigned and delegated to the Co-Trustee and Beneficiary Relations Administrator.

d. To invest and reinvest any principal or income of any additional Trust Property in such property, real, personal or mixed, and in such manner as they shall deem proper, and from time to time change investments as they shall deem advisable; to invest in or retain any stocks, shares, bonds, notes, obligations, or personal or real property (including without limitation any interests in or obligations of any corporation, partnership, association, business trust, investment trust, common trust fund, or investment company) although some or all of the property so acquired or retained is of a kind and size which but for this express authority would not be considered proper and although all of the trust funds are invested in the securities of any one company, etc. No principal or income, shall be loaned, directly or indirectly, to any Trustee or to anyone else, corporate or otherwise, who has at any time made a contribution to this Trust, nor to anyone except on the basis of an adequate interest charge and with adequate security.

e. To sell, lease, or exchange any personal, mixed, or real property, at public auction or by private contract, for such consideration and on such terms as to credit or otherwise, and to make such contracts and enter into such undertakings relating to the Trust Property, as the Trustees consider advisable, whether or not such leases or contracts may extend beyond the duration of this Trust.

f. To borrow money for such periods, at such rates of interest and upon such terms as the Trustees consider advisable and as security for such loans to mortgage or pledge any real or personal property, other than original Trust Property, with or without power of sale; to acquire or hold any real or personal property, subject to any mortgage or pledge on or property, acquired or held by this Trust.

g. To execute and deliver deeds, assignments, transfers, mortgages, pledges, leases, covenants, contracts, promissory notes, releases, and other instruments, sealed or unsealed, incident to any transaction in which the Trustees engage.

h. To vote, to give proxies, to participate in the reorganization, merger or consolidation of any concern, or in the sale, lease, disposition, or distribution of its assets; to join with other security holders in acting through a committee, depositary, voting trustees, or otherwise, and in this connection to delegate authority to such committee, depositary, or trustees and to deposit securities with them or transfer securities to them; to pay assessments levied on securities or to exercise subscription rights in respect of securities.

i. To employ a bank or trust company as custodian of any funds or securities and to delegate to it such powers as the Trustees may deem appropriate; to hold trust property without indication of fiduciary capacity but only in the name of a registered nominee, provided however, the trust property is at all times identified as such on the books of this Trust; to keep any or all of the trust property or funds in any place or places in the United States of America.

j. To employ general and special counsel and attorneys to advise the Trustees on all applicable law, including, but not limited to the laws of trust, Internal Revenue, campaign finance and all other matters governing campaigning, electioneering and political parties, and to pay reasonable compensation and expenses of such counsel and services; and to employ and compensate certified public accountants and other consultants and professional advisors or experts that the Trustees may deem appropriate in their discretion to protect, preserve and manage the Trust Property.

k. To institute litigation, compromise, and defense actions and proceedings at the expense of the Trust, and to compromise, arbitrate, or otherwise adjust claims in favor or against the Trust.

l. To carry any kind of insurance the Trustees may deem advisable.

16. Inclusion of Prudent Man Rule. Notwithstanding the fact that the Trustees are granted broad powers under this Trust Agreement, it is the intent of the Settlors that these powers oly be utilized in a way as to meet the needs of the various kinds of administrative, financial, and distribution responsibilities imposed upon the Trustees in this Trust Agreement. It is assumed and imposed upon the Trustees that under any and all circumstances the Trustees shall follow the Prudent Mal Rule and perform all acts within the limits of the fiduciary responsibility imposed on a trustee by law. Accordingly, the Trustees shall administer the trust in good faith in accordance with the provisions of this Trust solely in the interests of the Beneficiaries and in accordance with applicable law and shall at all times administer the Trust by acting impartially in investing, managing and distributing the Trust Property, giving due regard to the Beneficiaries’ respective interests in light of the purpose of the Trust, and otherwise treat all Beneficiaries equitably in light of the purpose of the Trust. In administering the Trust, the Trustees may incur only costs that are reasonable in relation to the Trust Property, and otherwise administer the Trust as a prudent person would, by considering the purposes, provisions, distributional requirements and other circumstances of the Trust and by exercising reasonable care, skill and caution. The Trustees shall take reasonable steps to take control of and protect the Trust Property, and keep adequate records of the administration of the Trust. The Trustees may delegate duties and powers to another one of the trustees if the delegating trustee reasonably believes that the other trustee has greater skills than the delegating trustee with respect to those duties and powers and that the other trustee accepts the delegation.

17. Intent of Settlor, Conflicts of Interests, Disclosure, Compliance with Applicable Standards. It is the intent of the Settlor that the Trustees may act freely under all and any of the powers and authority granted in this Trust Agreement as to all matters concerning the Trust Property after forming a reasonable judgment based upon all of the circumstances of any particular situation as to the wisest and best court to pursue in the interest of the Trust and the Beneficiaries. The Trustees shall exercise their powers at all times in their fiduciary capacity in the interests of the Beneficiaries hereunder. If there is an inherent conflict of interest by virtue of an act or acts, or omission of an act or acts, the Trustee, individually or collectively as the case may require, shall make full disclosure to the appropriate parties in interest on a timely basis. In managing the Trust, any outside free, commission, or similar compensation not otherwise specified within this Trust Agreement, shall be fully disclosed to the Beneficiaries, It is moreover the intent of the Settlor that the Trustees shall adhere to act in conformance with all applicable standards promulgated by the National Conference of Public Officials (”NCOPO”) which may govern the Trust or any of the Trustees. The Trustees shall undertake all reasonable efforts to facilitate as many individuals representing the Beneficiaries likewise adhere to and act in conformance with all applicable standards promulgated by NCOPO and that each officer or member of the respective Beneficiaries so eligible for voting or non-voting membership in the NCOPO shall maintain such membership.

18. Duty to Inform. The Trustees shall have and exercise the duty to inform and report to any and all Beneficiaries as governed by the Uniform Trust Act. All Beneficiaries shall be informed of the fact of the Trust’s existence, the identity of the Settlor, the names, addresses, phone numbers and email addresses of each of the Trustees, the right to receive a copy of this Trust Agreement and to receive not less than annually, a written report from the Trustees. Such annual report by the Trustees shall include, but not be limited to the assets, liabilities and disbursements of the Trust.

19. Trustee Compensation and Reimbursement of Expenses. The Trustees shall be compensated and their expenses shall be reimbursed as follows:

a. The Co-Trustee and Systems Administrator and the Co-Trustee and Finance Administrator shall be compensated the annual sum of Seventy Five Thousand Dollars ($75,000) or any part thereof, if and only if the Trust Property is employed by Beneficiaries solely within the states of Delaware, Maryland, New Jersey, New York and Pennsylvania and the District of Columbia. However, if the Trust Property is employed by any state outside of the states aforementioned, the Trustees may, in their sole discretion, elect to compensate the Co-Trustee and Systems Administrator and the Co-Trustee and Finance Administrator the annual sum of One Hundred Fifty Thousand Dollard ($150,000).

b. The Co-Trustee and Beneficiary Relations Administrator, if the Trustee is an attorney at law, such reasonably hourly rate of which the Trustee normally charges his legal clients in the normal course of business.

c. The Trustees may from time to time adjust the annul sum as set forth herein for purposes of annual cost of living adjustments.

d. The Trustees may be reimbursed for reasonably incurred out-of-pocket expenses for the administration of the Trust, which shall include meals, travel, and stationary. No other compensation shall be provided.

20. Appointment of Agents. The Trustees shall have the power to appoint such agents upon establishing the scope and specific terms of delegation, consistent with the purposes and provisions of the Trust, namely a computer development firm responsible for the maintenance and upgrade of the Property Trust, legal counsel, and a certified public accountant. The Trustees shall provide such compensation that is reasonable. Each agent shall comply with the scope and terms of the delegation and shall exercise the delegated duties and powers with reasonable care, skill and caution and shall be liable to the Trust for failure to do so. Any agent possessing special skills or expertise shall diligently employ and use those special skills or expertise for the sole benefit of the Trust.

21. Authority to Grant Power of Attorney. The Trustees are authorized to delegate any powers under this Trust Agreement to an Attorney-in-Fact pursuant to a Special Power of Attorney for the purposes of carrying out the delegated assignment specified in the Special Power of Attorney. The Special Power of Attorney may be issued for any purpose by the Trustee or Trustees collectively to the recipient of that power; provided, however, that such power shall not exceed the terms, conditions, and powers of this Trust Agreement. Any third party being shown a Special Power of Attorney from the recipient of that power shall have a right without further investigation to rely upon the Special Power of Attorney.

22. Trust Expenses. The Trustees shall have the authority to pay all costs, charges and expense of the Trust. The Trustees shall have the power to budget the estimated annual income and expenses relative to access, benefit and use of the Trust Property in the manner as to equalize as far as possible the allocation of expenses among the Beneficiaries for the employment of the Trust Property, in addition to any campaign contributions raised by the Trustee acting as the Financial Administrator. The Trustees shall have the authority to require of any Beneficiary to establish or maintain any account or accounting practice or procedure by which a campaign contribution by a donor for the express purpose of underwriting the Beneficiary’s access to and use of the Property Trust is transferred forthwith from the account of the Beneficiary to the account of the Trust. Nothing within this Trust Agreement shall abridge, inhibit, impair or otherwise prevent the Trustees from soliciting any campaign contributor or donor to proffer a contribution or donation for expenses incurred by the Trustees herein, such campaign contribution or donation shall be made to the attention of the Settlor who shall deposit such forthwith in an escrow account for transfer to the Trustees or to an account to be maintained by the Trustees if permissible under applicable Federal and state campaign finance laws in any respective state so allowing such contributions. Nothing within this Trust Agreement shall be construed as to authorize the Trustees to perform any act which is in violation of Federal or state law but at no time shall the Trustees authorization to perform any act which is permitted by law in the Commonwealth of Pennsylvania or any state be denied or deprived because of law within another state.

23. Adjustment for Tax Consequences. The Trustees shall have the power, in the Trustees’ absolute discretion to take any action and to make any decision to minimize the tax liabilities of this Trust and its Beneficiaries and to otherwise assure compliance with the Internal Revenue Code of 1986.

24. Authorization and Limitations for Trustees to Modify Language. The Trustees collectively are authorized to modified the language of the Trust as may be required by law or upon the advice of counsel, provided however that such modification of language shall not materially affect the rights of Beneficiaries or the method by which the Trust would be taxed for any such modification. The Settlor acknowledges that the purpose for providing authority for the Trustees collectively to alter or modify the language of this Trust Agreement is for the sole purpose of meeting any unique requirement of any financial institution or governmental regulatory agency or a court of law or equity that may be required for the Trust to function efficiently and effectively for the purpose for which it was brought into existence. This authorization is granted in recognition that it has commonly been found that institutions arbitrarily and periodically change their requirements as to the peculiar verbiage for a particular institution which may be required to enable the Trustees to effectively utilize the Trust Powers granted herein. Hence, the authorization is granted by virtue of such arbitrary changes in internal procedures of such institutions in order to allow the Trustees to function effectively by making such written modification. Moreover, the state of law regarding campaign finance, electioneering and political parties is in a state of flux and otherwise is not stable, particularly in regard to FECA and regulations promulgated by the Federal Election Commission or interpretations by Federal courts. Accordingly, this authorization is granted in recognition that the Trustees may be required by Federal or state law to conform or comport to an act, process or procedure which is not envisioned by the existing language. In the event that the Trustees attempt to bring about a modification in accordance with this paragraph and it is found to adversely affect the rights of any Beneficiary in any respect whatsoever, and/or the modification in any way which would adversely affect the taxation of the Trust or its Beneficiaries as it applies to income taxation or exercise of First Amendment rights, then such attempted modification of language shall be treated as void ab inito. In the event of an unintended result, the Trustees are directed to rescind all transactions that were performed under this paragraph allowing change of verbiage. Where necessary and appropriate, the Trustees are directed and authorized to obtain approval of the Court of Common Pleas of the First Division of Pennsylvania or any other court of competent jurisdiction to effectuate the rescission.

25. Right of Trustees to Petition Court. Notwithstanding any other provision of this Trust Agreement, the Trustees collectively are specifically authorized in their sole discretion to file a petition seeking a declaratory judgment or injunctive relief or pray for any and all other relief as may be just and appropriate with and in a court of competent jurisdiction for instructions and approval of any transaction concerning the Trust Property, including, but not limited to campaign contributions solicitations and accounting, distribution, tax questions, trust administration or any other question, which in the sole discretion of the Trustees, shall be determined by the court. The Trustees shall incur no expense in making a petition to the court, provided the petition is made in good faith, which is presumed.

Article III - General and Miscellaneous Provisions

26. Situs of Trust. The situs of this Trust shall be the City and County of Philadelphia in and of the Commonwealth of Pennsylvania, to which applicable law and rules of procedure shall govern.

27. General and additional Offices. The Settlor shall provide the general office of the Trust, to be located at 6145 Germantown Avenue, Philadelphia, Pennsylvania, which shall include, but not be limited to telephone lines, DSL or cable access, office furniture and supplies. If at any time the Settlor no longer is providing a general office, the Trustees may establish a General Office. The Trustees may also establish such additional offices as they may deem advisable in Washington, D.C., or any other major or capital city.

28. Communications, Delivery of Notices. Each Beneficiary shall provide the Trustees a current listing of name of officers, address, telephone number(s), URL and email addresses. All inquiries and matters regarding to the Property Trust and use thereof shall be directed to the Co-Trustee and Systems Administrator at his office. All inquiries and matters regarding campaign contributions to subsidize the distribution of the Trust Property to any respective Beneficiary shall be directed to the Co-Trustee and Finance Administrator. All complaints regarding interference with Beneficiary distribution rights shall be directed to the Co-Trustee and Beneficiary Relations Administrator at his office address by certified mail, return receipt required, or overnight commercial courier with proof of delivery.

29. Definitions.

a. The term “Trustees” as used in this Trust Agreement shall include the original Trustees and any successor or continuing Trustee or Trustees at the time acting. Where appropriate, with reference to the Trustees, the use of the masculine shall include the feminine and the neuter, and the plural shall include the singular, and vice versa.

b. The term “Trustees collectively” as used in this Trust Agreement shall meet all three Trustees acting by unanimous or majority vote.

c. The terms “regularly constituted committee of the Republican Party” or “duly qualified national, state, county, municipal, ward, district and local committees of the Republican Party” as used in this Trust Agreement shall mean a committee authorized under applicable law as a permanent committee of the Republican Party. Reference to a state shall include also include the District of Columbia, Guam, Puerto Rico, U.S. Virgin Island, and any other territory of the United States. Reference to any county shall also include a similar reference, as to Parish (as in the case of the State of Louisiana) or Borough (as in the case of the State of Alaska). Reference to municipal shall also include, but not be limited to borough, city, town, township, village or any similar political division within any state. Reference to ward shall include any political division commonly known as a ward within any city, borough, or similar political subdivision, provided however, there exist a committee of the Republican Party as provided by state law.

d. The term “any endorsed candidate or nominee of the Republican Party” as used in this Trust Agreement shall mean either any candidate for public or political office endorsed by any of the aforementioned national, state, county, municipal, ward, district or local committee of the Republican Party or any nominee of the Republican Party as elected or selected by virtue of a direct or indirect primary or nominating convention in accordance with applicable Federal or state law. The term shall not apply to any other candidate opposing any endorsed Republican candidate or nominee of the Republican Party, except by express written authorization of any of the aforementioned national, state, county, municipal, ward, district or local committees of the Republican Party, of which such consent shall not be unreasonably withheld.

e. The term “FECA” as used in this Trust Agreement shall mean Federal Election Campaign Act (FECA) of 1971, as amended, Pub.L. 92-225, 86 Stat. 3, 2 U.S.C. § 431, et seq. and shall include any amendments hereinafter.

f. The term “Internal Revenue Code of 1986″ as used in this Trust Agreement shall include the corresponding provision of any future United States Internal Revenue law.

g. The term “association, campaign finance, election, revenue and trust laws” as used in this Trust Agreement shall mean Chapter 51 of Title 15 of Pennsylvania Consolidated Statutes, entitled and cited as the Nonprofit Corporation Law of 1988; Title 25 of Pennsylvania Statutes, entitled and cited as the Election Code, Title 26 of the United States Code, entitled and cited as the Internal Revenue Code, and Chapter 77 of Title 24, Pennsylvania Consolidated Statutes, entitled and cited as the Uniform Trust Act, and any Federal or state equivalent of such statutes, in any other state which may be applicable to or govern transactions involving this Trust.

h. The term “without interference or obstruction by any person or persons” as used in this Trust Agreement shall mean any act or omission of act by which a person by statute, custom, usage, or practice, exercises his authority or influence to abridge, deny, dilute, discriminate, impair, inhibit, interfere, obstruct, supercede, or usurp the lawful powers and duties of any Beneficiary by fraud, duress or undue influence, particularly if effected for the purpose of aiding, abetting, and perpetuating customs, and usages which have deep historical and psychological roots in the mores and attitudes of the special interests and local spirit to which the person or persons seek to countenance, promote or protect, or the person’s own self-serving interests of furthering, obtaining or perpetrating authority or influence at the expense or loss of authority or influence of any Beneficiary by virtue of such interference or obstruction.

30. Construction, Severability and Partial Invalidity. The validity, effect and construction of this Trust shall be determined in accordance with the laws of the Commonwealth of Pennsylvania. If any provision of this Trust Agreement is void, invalid, or unenforceable, the remaining provisions shall nevertheless be valid and carried into effect. If any Trust herein established exceeds the longest permissible period, it shall persist in its period for the longest period permissible, then terminate. The headings within this Trust Agreement are for convenience only and are not part of the text.

31. Copies. Any person may rely on a copy, certified by a notary public, of the executed original of this Trust Agreement held by the Trustees, and of any of the notations on it and writings attached to it, as fully as he might rely on the original documents themselves. Any such person may rely fully on the statements of fact certified by anyone who appears from such original documents or from such certified copy to be a Trustee under this Trust Agreement. No one dealing with the Trustee need inquire concerning the validity of anything the Trustees purport to do. No one dealing with the Trustees need to see the application of anything paid or transferred to or upon the orders of the Trustees of this Trust.

32. Counterparts. This Trust Agreement may be executed in any number of counterparts and each shall constitute an original of one and the same instrument.

/s/ The Trustees of the Republican Leadership Trust