-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MHqWfCQOf4opnr4Ch5wJxe5X4HrCCAtuScAPSeYFuLaT2r+XP43iaiGh6QM/m8zG fVTRHVjFnUX5VqXZEwqMSw== 0000950136-07-000480.txt : 20070129 0000950136-07-000480.hdr.sgml : 20070129 20070129171705 ACCESSION NUMBER: 0000950136-07-000480 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20070129 DATE AS OF CHANGE: 20070129 GROUP MEMBERS: 42 NEW STREET, INC. GROUP MEMBERS: COURTNEY CORPORATION GROUP MEMBERS: FIFTY BROAD STREET, INC. GROUP MEMBERS: FORFED CORPORATION GROUP MEMBERS: GAIL BINDERMAN GROUP MEMBERS: MARJORIE ALEXANDER GROUP MEMBERS: MARK ALEXANDER GROUP MEMBERS: SHARON ZOFFNESS GROUP MEMBERS: YOUANDI CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEQUA CORP /DE/ CENTRAL INDEX KEY: 0000095301 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT ENGINES & ENGINE PARTS [3724] IRS NUMBER: 131885030 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-09976 FILM NUMBER: 07561936 BUSINESS ADDRESS: STREET 1: 200 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2129865500 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 FORMER COMPANY: FORMER CONFORMED NAME: SUN CHEMICAL CORP DATE OF NAME CHANGE: 19870521 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL PRINTING INK CORP DATE OF NAME CHANGE: 19710510 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Alexander Marjorie CENTRAL INDEX KEY: 0001387774 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 914-725-3366 MAIL ADDRESS: STREET 1: 24 MORRIS LANE CITY: SCARSDALE STATE: NY ZIP: 10583 SC 13D 1 file1.htm 


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. __)*

                                Sequa Corporation
                                (Name of Issuer)

                       Class B Common Stock, no par value
                         (Title of Class of Securities)

                                    81732 020
                                 (CUSIP Number)

                              Neal T. Dorman, Esq.
                              Hartman & Craven LLP
                               488 Madison Avenue
                               New York, NY 10022
                                 (212) 753-7500
  (Name, Address and Telephone Number of Person Authorized to Received Notices
                               and Communications)

                                January 18, 2007
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box /__/.

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).





                                  SCHEDULE 13D
CUSIP No. 81732 020

1)    NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
      Marjorie Alexander (20-7243070)

2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                               (a) x
                                                               (b)__

3)    SEC USE ONLY

4)    SOURCE OF FUNDS (SEE INSTRUCTIONS)
                 00

5)    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
      2(d) or 2(e)

6)    CITIZENSHIP OR PLACE OF ORGANIZATION
      United States

        NUMBER OF                           7)    SOLE VOTING POWER
        SHARES                                    0
        BENEFICIALLY                        8)    SHARED VOTING POWER
        OWNED BY                                  1,889,771
        EACH                                9)    SOLE DISPOSITIVE POWER
        REPORTING                                 0
        PERSON WITH                         10)   SHARED DISPOSITIVE POWER
                                                  1,889,771

11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
               1,889,771

12)   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (SEE INSTRUCTIONS)

13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                57.9 (1)

14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
                IN

      (1)  Based on 3,263,741 shares outstanding at October 31, 2006, as
           disclosed by the Issuer in its Form 10-Q for the three months
           ended September 30, 2006.

                                      2




                                  SCHEDULE 13D
CUSIP No. 81732 020

1)    NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
          Gail Binderman (20-7243070)

2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                               (a) x
                                                               (b)__

3)    SEC USE ONLY

4)    SOURCE OF FUNDS (SEE INSTRUCTIONS)
               00

5)    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
      2(d) or 2(e)

6)    CITIZENSHIP OR PLACE OF ORGANIZATION
      United States

        NUMBER OF                           7)    SOLE VOTING POWER
        SHARES                                    1,201
        BENEFICIALLY                        8)    SHARED VOTING POWER
        OWNED BY                                  2,011,159
        EACH                                9)    SOLE DISPOSITIVE POWER
        REPORTING                                 1,201
        PERSON WITH                         10)   SHARED DISPOSITIVE POWER
                                                  2,011,159

11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
           2,012,360

12)   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (SEE INSTRUCTIONS)

13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
           61.7 (1)

14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
           IN

      (1)  Based on 3,263,741 shares outstanding at October 31, 2006, as
           disclosed by the Issuer in its Form 10-Q for the three months
           ended September 30, 2006.

                                         3




                                  SCHEDULE 13D
CUSIP No. 81732 020

1)    NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
      Mark Alexander (20-7243070)

2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                           (a) x
                                                           (b)___

3)    SEC USE ONLY

4)    SOURCE OF FUNDS (SEE INSTRUCTIONS)
             00

5)    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
      2(d) or 2(e)

6)    CITIZENSHIP OR PLACE OF ORGANIZATION
      United States

        NUMBER OF                           7)    SOLE VOTING POWER
        SHARES                                    649
        BENEFICIALLY                        8)    SHARED VOTING POWER
        OWNED BY                                  2,011,159
        EACH                                9)    SOLE DISPOSITIVE POWER
        REPORTING                                 649
        PERSON WITH                         10)   SHARED DISPOSITIVE POWER
                                                  2,011,159

11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            2,011,808

12)   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (SEE INSTRUCTIONS)

13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            61.6 (1)

14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
            IN

      (1)  Based on 3,263,741 shares outstanding at October 31, 2006, as
           disclosed by the Issuer in its Form 10-Q for the three months
           ended September 30, 2006.




                                        4




                                  SCHEDULE 13D
CUSIP No. 81732 020

1)    NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
      Sharon Zoffness (20-7243070)

2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                           (a) x
                                                           (b)___

3)    SEC USE ONLY

4)    SOURCE OF FUNDS (SEE INSTRUCTIONS)
            00

5)    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
      2(d) or 2(e)

6)    CITIZENSHIP OR PLACE OF ORGANIZATION
      United States

        NUMBER OF                           7)    SOLE VOTING POWER
        SHARES                                    1,061
        BENEFICIALLY                        8)    SHARED VOTING POWER
        OWNED BY                                  2,011,290
        EACH                                9)    SOLE DISPOSITIVE POWER
        REPORTING                                 1,061
        PERSON WITH                         10)   SHARED DISPOSITIVE POWER
                                                  2,011,290

11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            2,012,351

12)   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (SEE INSTRUCTIONS)

13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            61.7 (1)

14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
            IN

      (1)  Based on 3,263,741 shares outstanding at October 31, 2006, as
           disclosed by the Issuer in its Form 10-Q for the three months
           ended September 30, 2006.

                                         5




                                  SCHEDULE 13D
CUSIP No. 81732 020

1)    NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
      Forfed Corporation (13-0714303)

2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                           (a) x
                                                           (b)___

3)    SEC USE ONLY

4)    SOURCE OF FUNDS (SEE INSTRUCTIONS)
            00

5)    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
      2(d) or 2(e)

6)    CITIZENSHIP OR PLACE OF ORGANIZATION
      Delaware

        NUMBER OF                           7)    SOLE VOTING POWER
        SHARES                                    1,379,843
        BENEFICIALLY                        8)    SHARED VOTING POWER
        OWNED BY                                  0
        EACH                                9)    SOLE DISPOSITIVE POWER
        REPORTING                                 1,379,843
        PERSON WITH                         10)   SHARED DISPOSITIVE POWER
                                                  0

11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
               1,379,843

12)   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (SEE INSTRUCTIONS)

13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
               42.3(1)

14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
               CO

      (1)  Based on 3,263,741 shares outstanding at October 31, 2006, as
           disclosed by the Issuer in its Form 10-Q for the three months
           ended September 30, 2006.

                                       6




                                  SCHEDULE 13D
CUSIP No. 81732 020

1)    NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
      Fifty Broad Street, Inc. (13-1769653)

2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                           (a) x
                                                           (b)___

3)    SEC USE ONLY

4)    SOURCE OF FUNDS (SEE INSTRUCTIONS)
              00

5)    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
      2(d) or 2(e)

6)    CITIZENSHIP OR PLACE OF ORGANIZATION
      New York

        NUMBER OF                           7)    SOLE VOTING POWER
        SHARES                                    167,878
        BENEFICIALLY                        8)    SHARED VOTING POWER
        OWNED BY                                  0
        EACH                                9)    SOLE DISPOSITIVE POWER
        REPORTING                                 167,878
        PERSON WITH                         10)   SHARED DISPOSITIVE POWER
                                                  0

11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
               167,878

12)   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (SEE INSTRUCTIONS)

13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
               5.1(1)

14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
               CO

      (1)  Based on 3,263,741 shares outstanding at October 31, 2006, as
           disclosed by the Issuer in its Form 10-Q for the three months
           ended September 30, 2006.

                                        7




                                  SCHEDULE 13D
CUSIP No. 81732 020

1)    NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
      Courtney Corporation (13-3150821)

2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                           (a) x
                                                           (b)___

3)    SEC USE ONLY

4)    SOURCE OF FUNDS (SEE INSTRUCTIONS)
               00

5)    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
      2(d) or 2(e)

6)    CITIZENSHIP OR PLACE OF ORGANIZATION
      Delaware

        NUMBER OF                           7)    SOLE VOTING POWER
        SHARES                                    68,524
        BENEFICIALLY                        8)    SHARED VOTING POWER
        OWNED BY                                  0
        EACH                                9)    SOLE DISPOSITIVE POWER
        REPORTING                                 68,524
        PERSON WITH                         10)   SHARED DISPOSITIVE POWER
                                                  0

11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
               68,524

12)   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (SEE INSTRUCTIONS)

13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
               2.1(1)

14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
               CO

      (1)  Based on 3,263,741 shares outstanding at October 31, 2006, as
           disclosed by the Issuer in its Form 10-Q for the three months
           ended September 30, 2006.

                                       8




                                  SCHEDULE 13D
CUSIP No. 81732 020

1)    NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
      42 New Street, Inc. (13-1861794)

2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                           (a) x
                                                           (b)___

3)    SEC USE ONLY

4)    SOURCE OF FUNDS (SEE INSTRUCTIONS)
             00

5)    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
      2(d) or 2(e)

6)    CITIZENSHIP OR PLACE OF ORGANIZATION
      New York

        NUMBER OF                           7)    SOLE VOTING POWER
        SHARES                                    45,000
        BENEFICIALLY                        8)    SHARED VOTING POWER
        OWNED BY                                  0
        EACH                                9)    SOLE DISPOSITIVE POWER
        REPORTING                                 45,000
        PERSON WITH                         10)   SHARED DISPOSITIVE POWER
                                                  0

11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
               45,000

12)   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (SEE INSTRUCTIONS)

13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
               1.4(1)

14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
               CO

      (1)  Based on 3,263,741 shares outstanding at October 31, 2006, as
           disclosed by the Issuer in its Form 10-Q for the three months
           ended September 30, 2006.

                                       9




                                  SCHEDULE 13D
CUSIP No. 81732 020

1)    NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
      Youandi Corp. (13-1936115)

2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                           (a) x
                                                           (b)___

3)    SEC USE ONLY

4)    SOURCE OF FUNDS (SEE INSTRUCTIONS)
              00

5)    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
      2(d) or 2(e)

6)    CITIZENSHIP OR PLACE OF ORGANIZATION
      New York

        NUMBER OF                           7)    SOLE VOTING POWER
        SHARES                                    30,000
        BENEFICIALLY                        8)    SHARED VOTING POWER
        OWNED BY                                  0
        EACH                                9)    SOLE DISPOSITIVE POWER
        REPORTING                                 30,000
        PERSON WITH                         10)   SHARED DISPOSITIVE POWER
                                                  0

11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
               30,000

12)   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (SEE INSTRUCTIONS)

13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
               .9(1)

14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
               CO

      (1)  Based on 3,263,741 shares outstanding at October 31, 2006, as
           disclosed by the Issuer in its Form 10-Q for the three months
           ended September 30, 2006.

                                      10




                                  SCHEDULE 13D
CUSIP No. 81732 020

1)    NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
      Gail Binderman, Mark Alexander and Sharon Zoffness as Trustees
      u/i dtd July 13, 2005

2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                           (a) x
                                                           (b)___

3)    SEC USE ONLY

4)    SOURCE OF FUNDS (SEE INSTRUCTIONS)
              00

5)    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
      2(d) or 2(e)

6)    CITIZENSHIP OR PLACE OF ORGANIZATION
      United States

        NUMBER OF                           7)    SOLE VOTING POWER
        SHARES                                    83,234
        BENEFICIALLY                        8)    SHARED VOTING POWER
        OWNED BY                                  0
        EACH                                9)    SOLE DISPOSITIVE POWER
        REPORTING                                 83,234
        PERSON WITH                         10)   SHARED DISPOSITIVE POWER
                                                  0

11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
               83,234

12)   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (SEE INSTRUCTIONS)

13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
               2.6 (1)

14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
               OO

      (1)  Based on 3,263,741 shares outstanding at October 31, 2006, as
           disclosed by the Issuer in its Form 10-Q for the three months
           ended September 30, 2006.

                                      11




                                  SCHEDULE 13D
CUSIP No. 81732 020

1)    NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
      Gail Binderman, Mark Alexander and Sharon Zoffness as Trustees
      u/i dtd July 13, 2005

2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                           (a) x
                                                           (b)___

3)    SEC USE ONLY

4)    SOURCE OF FUNDS (SEE INSTRUCTIONS)
               00

5)    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
      2(d) or 2(e)

6)    CITIZENSHIP OR PLACE OF ORGANIZATION
      United States

        NUMBER OF                           7)    SOLE VOTING POWER
        SHARES                                    38,154
        BENEFICIALLY                        8)    SHARED VOTING POWER
        OWNED BY                                  0
        EACH                                9)    SOLE DISPOSITIVE POWER
        REPORTING                                 38,154
        PERSON WITH                         10)   SHARED DISPOSITIVE POWER
                                                  0

11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
               38,154

12)   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (SEE INSTRUCTIONS)

13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
               1.2 (1)

14)   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
               OO

      (1)  Based on 3,263,741 shares outstanding at October 31, 2006, as
           disclosed by the Issuer in its Form 10-Q for the three months
           ended September 30, 2006.

                                      12




Item 1.  Security and Issuer.
         -------------------

         This Statement relates to the Class B common stock, no par value (the
"Class B Stock"), of Sequa Corporation (the "Company"). The Company's principal
executive offices are located at 200 Park Avenue, New York, New York 10166.

Item 2.  Identity and Background.
         -----------------------

(a)-(c) This Statement is filed on behalf of (i) Marjorie Alexander ("Mrs.
Alexander"); Gail Binderman ("Binderman"); Mark Alexander ("Alexander") and
Sharon Zoffness ("Zoffness") as executors (collectively, the "Executors") under
the Last Will and Testament of Norman E. Alexander, dated October 30, 2006 (the
"Will"); (ii) Gail Binderman, Mark Alexander and Sharon Zoffness as Trustees u/i
dtd July 13, 2005, a trust established under the laws of the State of New York
(the "July 2005 Trust"); (iii) Gail Binderman, Mark Alexander and Sharon
Zoffness as Trustees u/i dtd July 13, 2005, a trust established under the laws
of the State of New York (the "Second July 2005 Trust"); (iv) Binderman,
Alexander and Zoffness as trustees under each of the July 2005 Trust and the
Second July 2005 Trust (Binderman, Alexander and Zoffness are sometimes
collectively referred to as the "Trustees"); and (v) the following corporations:
Forfed Corporation ("Forfed"), a Delaware corporation; Fifty Broad Street, Inc.
("Fifty Broad"), a New York corporation; Courtney Corporation ("Courtney"), a
Delaware corporation; 42 New Street, Inc. ("42 New"), a New York corporation;
and Youandi Corp. ("Youandi"), a New York corporation (such corporations are
collectively referred to as the "Corporations"). All of the Corporations are
directly or indirectly wholly-owned by the Executors (except for Forfed which is
controlled by the Executors). Identifying information pertaining to the
Corporations and their executive officers and directors appears as Exhibit 1.

The principal business of each of the July 2005 Trust and the Second July 2005
Trust is to hold certain property for the benefit of Norman E. Alexander's
estate and issue. Each of the July 2005 Trust and the Second July 2005 Trust has
a principal place of business and principal office at c/o Hartman & Craven LLP,
488 Madison Avenue, New York, New York.

Mrs. Alexander is a homemaker. Binderman is employed as Strategic Development
Liasion and Investment Officer by Ampacet Corporation, a New York corporation
engaged in the plastic colors and concentrates business with principal executive
offices located at 660 White Plains Road, Tarrytown, New York, and is a director
of the Company. Alexander is a self-employed physician. Zoffness is a homemaker.
Each of Mrs. Alexander, Binderman, Alexander and Zoffness is a United States
citizen. Binderman has a business address at c/o Ampacet Corporation, 660 White
Plains Road, Tarrytown, New York. Each of Mrs. Alexander, Alexander and Zoffness
has a business address at c/o Hartman & Craven LLP, 488 Madison Avenue, New
York, New York. Mrs. Alexander is the widow of Norman E. Alexander. The Trustees
are the children of Norman E. Alexander.

(d)-(e) None of Mrs. Alexander, Binderman, Alexander, Zoffness, the July 2005
Trust, the Second July 2005 Trust, any of the Trustees, any of the Corporations
or, to the best knowledge of the Corporations, any of the executive officers or
directors named in Exhibit 1 has during the last five years (i) been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) been a party to any civil proceeding or a judicial or administrative
body of competent jurisdiction (except for matters that were dismissed without
sanction or settlement) that resulted in a judgment, decree or final order
enjoining him, her or it, as the case may be, from future

                                     13



violations of, or prohibiting activities subject to, federal or state securities
laws or finding any violation of such laws.

Item 3.  Source and Amount of Funds or Other Consideration.
         -------------------------------------------------

On January 18, 2007, Letters Testamentary were issued to each of Mrs. Alexander,
Binderman, Alexander and Zoffness by the Surrogate's Court of the State of New
York, Westchester County (the "Letters"). By virtue of the issuance of the
Letters, each of Mrs. Alexander, Binderman, Alexander and Zoffness became
executors under the Will. As such, each of the Executors became the beneficial
owner of the aggregate 1,889,771 shares of Class B Stock owned directly and
indirectly by the estate of Norman E. Alexander (the "Estate").

On July 13, 2005 each of the July 2005 Trust and the Second July 2005 Trust was
formed and Binderman, Alexander and Zoffness were named as the trustees thereof.
Norman E. Alexander granted (i) 57,702 shares of Class B Stock to the Second
July 2005 Trust on the formation date of the Second July 2005 Trust and (ii)
125,385 shares of Class A common stock, no par value, of the Company (the "Class
A Stock") to the July 2005 Trust. On April 27, 2006, the July 2005 Trust
exchanged such 125,385 shares of Class A Stock for 125,492 shares of Class B
Stock owned by Gail Binderman, Mark Alexander and Zoffness as Trustees u/i dtd
April 13, 2004, a trust established under the laws of the State of New York. On
October 13, 2006 (i) 42,258 shares of Class B stock were distributed to Norman
E. Alexander pursuant to the Indenture establishing the July 2005 Trust and (ii)
19,548 shares of Class B Stock were distributed to Norman E. Alexander pursuant
to the Indenture establishing the Second July 2005 Trust.

Binderman individually owns 684 shares of Class B Stock and is the trustee of a
trust for the benefit of her daughter which trust owns 517 shares of Class B
Stock. Alexander individually owns 649 shares of Class B Stock. Zoffness
individually owns (i) 1,061 shares of Class B Stock and (ii) 131 shares of Class
B Stock as joint tenants with her son. All of such shares were acquired,
directly or indirectly, as gifts from Norman E. Alexander.

Item 4.  Purpose of Transaction.
         ----------------------

(a)- (j) The shares of Class B Stock owned by each of the Executors, the
Corporations, the July 2005 Trust, the Second July 2005 Trust, the Trustees,
Binderman (individually and as trustee for the benefit of her daughter),
Alexander and Zoffness (including the shares held as joint tenants) are held for
investment purposes.

Except as described in this Item 4, none of the Executors, the Corporations, the
July 2005 Trust, the Second July 2005 Trust, the Trustees, Binderman, Alexander
or Zoffness has any present plans or proposals that would relate to or result
in (i) the acquisition by any person of additional securities of the Company or
the disposition of securities of the Company; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation involving the
Company or any of its subsidiaries; (iii) a sale or transfer of a material
amount of assets of the Company or any of its subsidiaries; (iv) any change in
the Board of Directors of the Company or management of the Company including any
plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board; (v) any material change in the present
capitalization or dividend policy of the Company; (vi) any other material change
in the Company's business or corporate structure; (vii) changes in the Company's
charter, bylaws or instruments corresponding thereto or other actions that might
impede the acquisition of control of the Company by any person; (viii) causing a
class of securities of the Company to be delisted from a national securities
exchange or to

                                       14



cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (ix) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934 (the "Act") or (x) any
action similar to any of those enumerated above.

Item 5.  Interest in Securities of the Issuer.
         ------------------------------------

(a) Each of the Executors beneficially owns (as defined by Rule 13d-3 under the
Act) 198,526 shares, or 6.1% of the shares, of Class B Stock outstanding at
October 31, 2006. Forfed beneficially owns 1,379,843 shares, or 42.3% of the
shares, of Class B Stock outstanding at October 31, 2006. Fifty Broad
beneficially owns 167,878 shares, or 5.1% of the shares, of Class B Stock
outstanding at October 31, 2006. Courtney beneficially owns 68,524 shares, or
2.1% of the shares, of Class B Stock outstanding at October 31, 2006. 42 New
beneficially owns 45,000 shares, or 1.4% of the shares, of Class B Stock
outstanding at October 31, 2006. Youandi beneficially owns 30,000 shares, or .9%
of the shares, of Class B Stock outstanding at October 31, 2006. Each of the
July 2005 Trust and the Trustees beneficially owns 83,234 shares, or 2.6% of the
shares, of Class B Stock outstanding at October 31, 2006. Each of the Second
July 2005 Trust and the Trustees beneficially owns 38,154 shares, or 1.2% of the
shares, of Class B Stock outstanding at October 31, 2006. Binderman,
individually and as trustee for her daughter, beneficially owns 1,201 shares, or
..04% of the shares, of Class B Stock outstanding at October 31, 2006. Alexander
individually beneficially owns 649 shares, or .02% of the shares, of Class B
Stock outstanding at October 31, 2006. Zoffness individually (including the
shares held as joint tenants) beneficially owns 1,192 shares, or .04% of the
shares, of Class B Stock outstanding at October 31, 2006. Through the holdings
of the Estate, Mrs. Alexander is the beneficial owner of 1,889,771 shares, or
57.9% of the shares, of Class B Stock outstanding at October 31, 2006.
Aggregating the holdings of the Estate, the July 2005 Trust, the Second July
2005 Trust and shares owned individually by each of them (including in the case
of (x) Binderman the shares owned by a trust for the benefit of her daughter and
(y) Zoffness the shares held as joint tenants), (i) Binderman beneficially owns
2,012,360 shares, or 61.7% of the shares, of Class B Stock outstanding at
October 31, 2006, (ii) Alexander beneficially owns 2,011,808 shares, or 61.6% of
the shares, of Class B Stock outstanding at October 31, 2006, and (iii) Zoffness
beneficially owns 2,012,351 shares, or 61.7% of the shares, of Class B Stock
outstanding at October 31, 2006.

(b) The Executors, acting together, have the sole right to vote and dispose of
the 198,526 shares of Class B Stock held in their names. Each of the above
Corporations has the sole right to vote and dispose of all of its shares of
Class B Stock, but the Executors, by virtue of their ownership and positions
with the Corporations, acting together, have the power to vote and dispose of
all of the shares of Class B Stock owned by the Corporations. Each of the July
2005 Trust and the Trustees, acting together, has sole power to vote or to
direct the vote and sole power to dispose or to direct the disposition of 83,234
shares of Class B Stock. Each of the Second July 2005 Trust and the Trustees,
acting together, has sole power to vote or to direct the vote and sole power to
dispose or to direct the disposition of 38,154 shares of Class B Stock. Mrs.
Alexander has shared power to vote or to direct the vote and shared power to
dispose or to direct the disposition of 1,889,771 shares of Class B Stock.
Binderman has (i) sole power to vote or to direct the vote and sole power to
dispose or to direct the disposition of 1,201 shares of Class B Stock and (ii)
shared power to vote or to direct the vote and shared power to dispose or to
direct the disposition of 2,011,159 shares of Class B Stock. Alexander has (i)
sole power to vote or to direct the vote and sole power to dispose or to direct
the disposition of 649 shares of Class B Stock and (ii) shared power to vote or
to direct the vote and shared power to dispose or to direct the disposition of
2,011,159 shares of Class B Stock. Zoffness has (i) sole power to vote or to
direct the vote and sole power to dispose or to direct the disposition of 1,061
shares of Class B Stock and (ii) shared power to vote or to direct

                                     15



the vote and shared power to dispose or to direct the disposition of 2,011,290
shares of Class B Stock.

(c) Except for the acquisition of the 1,889,771 shares of Class B Stock by the
Executors on January 18, 2007 by virtue of the issuance of the Letters, none of
the Executors, the Corporations, Mrs. Alexander, Binderman, Alexander, Zoffness,
the July 2005 Trust, the Second July 2005 Trust or the Trustees effected any
transaction in the Class B Stock during the past sixty days.

(d) The Executors are entitled to receive dividends or proceeds from the sale of
shares of Class B Stock by the Executors. The beneficiaries of each of the July
2005 Trust and the Second July 2005 Trust are entitled to receive dividends or
proceeds from the sale of shares of Class B Stock by the July 2005 Trust and the
Second July 2005 Trust, respectively.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
        ------------------------------------------------------------------------
Securities of the Issuer.
- ------------------------

The Will empowers the Executors to deal with an aggregate of 1,889,771 shares of
Class B Stock. Norman E. Alexander formed each of the July 2005 Trust and the
Second July 2005 Trust and contributed shares of Class B Stock of the Company
thereto. The two Indentures, each dated July 13, 2005, set forth the
arrangements and understandings with respect to an aggregate of 121,388 shares
of Class B Stock. See Item 3.

Item 7.  Material To Be Filed As Exhibits.
         --------------------------------

         Exhibit 1    Certain Information about Executive Officers and Directors
                      of the Corporations.

         Exhibit 2    Last Will and Testament of Norman E. Alexander.

         Exhibit 3    Indenture dated July 13, 2005.

         Exhibit 4    Indenture dated July 13, 2005.

         Exhibit 5    Joint Filing Agreement.

                                      16




                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

January 29, 2007

                                             /s/ Marjorie Alexander
                                             -------------------------
                                             Marjorie Alexander


                                      17




                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

January 29, 2007

                                    FIFTY BROAD STREET, INC.
                                    FORFED CORPORATION
                                    42 NEW STREET, INC.
                                    YOUANDI CORPORATION
                                    COURTNEY CORPORATION


                                    /s/ Gail Binderman
                                    -------------------------
                                    Gail Binderman
                                    Individually and on behalf of
                                    the above named Corporations as
                                    Vice President


                                      18




                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

January 29, 2007
                                       /s/ Mark Alexander
                                       -------------------------
                                       Mark Alexander


                                      19




                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

January 29, 2007
                                       /s/ Sharon Zoffness
                                       -------------------------
                                       Sharon Zoffness


                                        20




                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

January 29, 2007
                                      Gail Binderman, Mark Alexander and Sharon
                                      Zoffness as Trustees u/i dtd July 13, 2005

                                      /s/ Gail Binderman
                                      -------------------------
                                      Gail Binderman
                                      Trustee



                                       21






                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

January 29, 2007
                                      Gail Binderman, Mark Alexander and Sharon
                                      Zoffness as Trustees u/i dtd July 13, 2005

                                      /s/ Gail Binderman
                                      -------------------------
                                      Gail Binderman
                                      Trustee

                                        22




                                  EXHIBIT INDEX



Exhibit 1         Certain Information about Executive Officers and Directors of
                  the Corporations.

Exhibit 2         Last Will and Testament of Norman E. Alexander.

Exhibit 3         Indenture dated July 13, 2005.

Exhibit 4         Indenture dated July 13, 2005.

Exhibit 5         Joint Filing Agreement.


                                        23
 EX-99.1 2 file2.htm CERTAIN INFO. ABOUT OFFICERS & DIRECTORS 


                Forfed is a holding company for the ownership by the Executors
of shares of the Company's common stock and its principal business address is
660 White Plains Road, Tarrytown, New York 10591. Its executive officers and
directors are: Marjorie Alexander, Vice President and Director; Mark Alexander,
Vice President and Director; Gail Binderman, Vice President and Director; Sharon
Zoffness, Vice President and Director; and Nancy Caputo, Secretary.

                42 New, Fifty Broad and Youandi each is principally engaged in
the real estate business and the principal address of each is 200 Park Avenue,
New York, New York 10166. The executive officers and directors of each
corporation are: Marjorie Alexander, Vice President and Director; Mark
Alexander, Vice President and Director; Gail Binderman, Vice President and
Director; Sharon Zoffness, Vice President and Director; and Nancy Caputo,
Secretary.

                Courtney is engaged in the insurance business and its principal
address is 200 Park Avenue, New York, New York 10166. Its executive officers and
directors are: Marjorie Alexander, Vice President and Director; Mark Alexander,
Vice President and Director; Gail Binderman, Vice President and Director; Sharon
Zoffness, Vice President and Director; and Nancy Caputo, Secretary.

                All of the above individuals are U.S. citizens.
EX-99.2 3 file3.htm LAST WILL & TESTAMENT 


                             LAST WILL AND TESTAMENT
                                       OF
                               NORMAN E. ALEXANDER

            I, NORMAN E. ALEXANDER, of the County of Westchester, State of New
York, do hereby make, publish and declare this to be my Last Will and Testament,
hereby revoking any and all testamentary dispositions by me at any time
heretofore made.

            FIRST: I direct the payment of all my funeral and administration
expenses and expenses of my last illness as soon as may be practicable after my
death.

            SECOND: I give and bequeath any and all wearing apparel, personal
effects, furniture, furnishings, household effects, books, automobiles and other
tangible personal property which I may own at the time of my death to my wife,
MARJORIE ALEXANDER, but if she fails to survive me, I give and bequeath such
property to such of my children, GAIL BINDERMAN, SHARON ZOFFNESS and MARK
ALEXANDER, as shall survive me, in substantially equal shares according to value
as they agree, but if they are unable to agree, then I direct my Executors to
sell such property and to add the net proceeds therefrom to the bequest under




Paragraph "B." of Article "FOURTH" hereof, to be distributed as provided
therein.

            THIRD:  A.  I give and bequeath a pecuniary sum equal to the amount
of my unused generation-skipping transfer tax exemption (within the meaning of
Section 2631(a) of the Internal Revenue Code of 1986 (the "Code")) as determined
immediately before my death, reduced by the value of any other property included
in my gross estate which is a direct skip (as defined in Section 2612(c) of the
Code), to my grandchildren who survive me, in equal shares, per capita and not
per stirpes, subject to the provisions of Article "ELEVENTH" hereof, but if any
such grandchild predeceases me leaving issue who survive me, then that
grandchild's share of this bequest shall be distributed to his or her issue who
survive me, in equal shares, per stirpes, subject to the provisions of Article
"ELEVENTH" hereof.

                    B.  I give and bequeath the sum of Two Hundred Thousand
($200,000) Dollars to my brother, ALEX E. ALEXANDER, if he survives me.

            FOURTH: If my wife, MARJORIE ALEXANDER, fails to survive me, I make
the following gifts and bequests:

                    A.  1.  I give and bequeath the sum of Ten Million
($10,000,000) Dollars each to my children, GAIL BINDERMAN, SHARON ZOFFNESS, and
MARK ALEXANDER, who survive me, but if any such child predeceases me leaving
issue who survive me, then such


                                        2



deceased child's bequest shall be divided among his or her issue who survive me,
in equal shares, per stirpes, subject, however, to the provisions of Article
"ELEVENTH" hereof.

                        2.  I give and bequeath the sum of Five Million
($5,000,000) Dollars to my Trustees, IN TRUST, NEVERTHELESS, to be held,
administered and disposed of for the benefit of my daughter, LESLIE ALEXANDER,
in accordance with the provisions of Article "NINTH" hereof.

                        3.  I give and bequeath the sum of Thirty Million
($30,000,000) Dollars as hereinafter provided in Article "EIGHTH" hereof.

                        4.  a.  I give and bequeath the sum of Ten Million
($10,000,000) Dollars to the NORMAN AND MARJORIE ALEXANDER FOUNDATION, INC.,or
its successor in interest, (the "Foundation"), if it qualifies as set forth
below. If the Foundation fails to qualify, I direct my Executors to create a
foundation with the name THE NORMAN E. ALEXANDER FAMILY FOUNDATION, INC., as
provided in Clause "c." of this Subparagraph "4.", and I give and bequeath the
sum of Ten Million ($10,000,000) Dollars to such newly created foundation. In
order for the Foundation to qualify, the members and the directors of the
Foundation must, within two (2)years from the date of my death, amend the
documents that govern the operations of the Foundation (and receive any
necessary approvals by federal, state and local governmental agencies for such
amendments) to provide that(a) only my wife,


                                        3



MARJORIE ALEXANDER, and my descendants may be members or directors of the
Foundation and (b) before becoming a member or a director (or if presently a
member or director, remaining as such), my wife and any such descendant must
agree in writing that (1) the primary purpose of the Foundation shall be to
benefit organizations having a substantial Jewish affiliation and which promote
medical research, social welfare, Jewish education and/or Jewish cultural
heritage, and (2) in each fiscal year of the Foundation, at least two-thirds
(2/3) of all charitable contributions, gifts or grants by the Foundation shall
be for such primary purpose.

                            b.  I authorize my Executors to select and
distribute to the Foundation or to such other foundation as may be created by my
Executors as provided in Clause "c." of this Subparagraph "4.", in cash or in
kind, or partly in cash and partly in kind, the property that will constitute
the bequest under this Subparagraph "4.", employing for the purpose of valuation
the adjusted basis of each asset for federal income tax purposes, provided that
the assets distributed shall be selected in such a manner that they have an
aggregate fair market value fairly representative of the appreciation or
depreciation in the value to the date or dates of distribution of all assets
then available for distribution.

                            c.  If my Executors are directed to establish THE
NORMAN E. ALEXANDER FAMILY FOUNDATION, INC., I hereby direct them to establish
it and to organize and operate such


                                        4



foundation exclusively for charitable purposes. I hereby authorize my Executors
to attend to all details of the organization of such foundation and direct that
(i) the primary purpose of such foundation shall be to benefit organizations
having a substantial Jewish affiliation and which promote medical research,
social welfare, Jewish education and/or Jewish cultural heritage, and (ii) in
each fiscal year of such foundation, at least two-thirds (2/3) of all charitable
contributions, gifts or grants by such foundation shall be for such primary
purpose. My said Executors are hereby directed to designate as directors of the
foundation, and if the foundation is a membership organization, as members, GAIL
BINDERMAN, SHARON ZOFFNESS and MARK ALEXANDER. If GAIL BINDERMAN is unable or
unwilling to serve, my Executors are directed to designate DANIEL BINDERMAN as a
director of the foundation, and if the foundation is a membership organization,
as a member. If SHARON ZOFFNESS is unable or unwilling to serve, my Executors
are directed to designate COURTNEY ZOFFNESS and RACHEL ZOFFNESS, as directors of
the foundation, and if the foundation is a membership organization, as members.

                    I authorize my Executors to pay the bequests under
Subparagraphs "1." "2." and "3." of Paragraph "A." of this Article "FOURTH" at
any time up to two years after the date of my death, without interest, and the
bequest under Subparagraph "4" of Paragraph "A." of this Article "FOURTH" at any
time up to three years after the date of my death, without interest.


                                        5



                    B.  I give, devise and bequeath all of the rest, residue and
remainder of my estate, both real and personal, and wherever the same may be
situated not otherwise disposed of pursuant to Paragraph "A." of this Article
"FOURTH" (herein referred to as my "Residuary Estate") to my Trustees, IN TRUST
NEVERTHELESS, to be held and administered as provided in Paragraph "D." of
Article "SEVENTH".

            FIFTH:  If my wife, MARJORIE ALEXANDER, shall survive me, then I
direct my Executors to set aside an amount of my estate ("Exemption Amount")
equal to (1) the value that would produce a tentative Federal estate tax equal
to the sum of the unified credit against Federal estate tax and any credit for
state death taxes (to the extent that the use of such credit for state death
taxes is not the cause of the imposition or increase of such state death taxes)
allowable to my estate, less (2) the value of all property which shall pass
under the preceding provisions of this Will, or shall pass or shall have passed
outside the provisions of this Will, either at my death or at any time during my
life, included in my estate for estate tax purposes but with respect to which no
marital deduction under Section 2056 and no charitable deduction under Section
2055 of the Internal Revenue Code are allowed to my estate, and less (3) any
principal charges not taken as deductions by my estate for Federal estate tax
purposes as finally determined.


                                        6



                    My Executors shall have the power and the absolute
discretion to satisfy this bequest wholly or partly in cash or in kind and to
select the assets which shall constitute this bequest. The exercise of the
foregoing power and discretion by my Executors shall not be subject to question
by or on behalf of any beneficiary under this Will regardless of its effect upon
the interests of such beneficiary. If my Executors shall satisfy this bequest in
kind, the assets selected by my Executors for that purpose shall be valued at
their respective values as finally determined for federal estate tax purposes.
If my estate shall include property which would not qualify for the marital
deduction, my Executors shall use such property to fund this bequest. I
recognize that the amount passing under this Article may be partially or totally
consumed by the payment 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 in the exercise of their discretion under this
Will or under the provisions of the Internal Revenue Code.

                    A.  I give, devise and bequeath the Exemption Amount, in
equal shares, to my daughter, GAIL BINDERMAN, my daughter, SHARON ZOFFNESS, and
my son, MARK ALEXANDER.

                    B.  If my daughter, GAIL BINDERMAN, my daughter, SHARON
ZOFFNESS, or my son, MARK ALEXANDER, fails to survive me, then such child's
respective share of the property


                                        7



otherwise to be distributed under Paragraph "A." of this Article "FIFTH" shall
be disposed of as follows:

                        1.  If such child has issue who survive me, then such
child's share under this Article shall be distributed as provided in Paragraph
"A." of Article "TWELFTH" hereof.

                        2.  If such child has no issue who survive me, then such
child's share under this Article shall be distributed as provided in Paragraph
"B." of Article "TWELFTH" hereof.

            SIXTH: A. If my wife, MARJORIE ALEXANDER, survives me, I give and
bequeath the sum of Ten Million ($10,000,000) Dollars to my Trustees, IN TRUST,
NEVERTHELESS, to invest the same and keep the same invested (subject to the
provisions for invasion of principal hereinafter set forth), and to collect the
income thereof and to pay over the net income arising therefrom to my wife
MARJORIE ALEXANDER during her lifetime. Any provision contained in this Will or
in any statute seemingly to the contrary notwithstanding, I direct that all the
income of the trust within the purview of, and as contemplated by, the Federal
estate tax laws relating to the marital deduction shall be paid to my wife at
least quarterly. I further direct that my wife may require my Trustees to either
make any property income-producing or convert it to income-producing property
within a reasonable time.


                                        8



                    I authorize and empower my Trustees in their sole and
unreviewable discretion, at any time and from time to time, without any duty to
take into consideration my wife's other resources or income, to pay to or apply
for the benefit of my wife out of the principal of said trust fund, such sum or
sums as such Trustees deem necessary for my wife's comfort, support, maintenance
and education, or to enable her to make gifts to our issue; provided, however,
that if the aggregate sum of payments to my wife out of principal of the trust
created under this Article and the trust under Article "SEVENTH" reaches
Thirty-Five Million ($35,000,000) Dollars, the aggregate payments of principal
from this trust and the trust under Article "SEVENTH" shall thereafter be
limited to the sum of Two Million ($2,000,000) Dollars during any calendar year.
It is my intention, without imposing a binding legal obligation on my Trustees,
that distributions of principal be made first from the trust under Article
"SEVENTH".

                    My Executors shall in their absolute discretion determine
whether to elect under Section 2056(b)(7) of the Code, to qualify any portion of
this trust for the Federal estate tax marital deduction. Generally, I anticipate
that my Executors will elect to minimize the estate tax payable by my estate.
The determination of my Executors with respect to the exercise of the election
shall be binding and conclusive upon all persons interested in my estate.


                                        9



                    Upon the death of my wife, MARJORIE ALEXANDER, I give,
devise and bequeath the then principal amount of such trust fund in accordance
with the provisions of Article "EIGHTH" hereof; provided, however, if all or any
portion of such amount would be subject to federal estate, inheritance,
succession or other transfer tax (not including any income or capital gains
taxes), then I give, devise and bequeath the amount that would be subject to
such federal estate, inheritance, succession or other transfer tax to the
Foundation, if it qualifies as set forth below. If the Foundation fails to
qualify, I direct my Trustees to create a foundation with the name THE NORMAN E.
ALEXANDER FAMILY FOUNDATION, INC., as provided in Paragraph "C." of Article
"SIXTH", and I give, devise and bequeath the amount that would be subject to
such federal estate, inheritance, succession or other transfer tax to such newly
created foundation. In order for the Foundation to qualify, the members and the
directors of the Foundation must, within two (2)years from the date of my wife's
death, amend the documents that govern the operations of the Foundation (and
receive any necessary approvals by federal, state and local governmental
agencies for such amendments) to provide that (a) only my descendants may be
members or directors of the Foundation and (b) before becoming a member or a
director (or if presently a member or director, remaining as such), any such
descendant must agree in writing that (1) the primary purpose of the Foundation
shall be to benefit organizations having a substantial Jewish affiliation and


                                       10



which promote medical research, social welfare, Jewish education and/or Jewish
cultural heritage, and (2) in each fiscal year of the Foundation, at least
two-thirds (2/3) of all charitable contributions, gifts or grants by the
Foundation shall be for such primary purpose.

                    B.  I authorize my Executors to select and distribute to my
Trustees under Paragraph "A." of this Article "SIXTH", and upon the death of my
wife, MARJORIE ALEXANDER, if she survives me, I authorize my Trustees to select
and distribute to the Foundation or to such other foundation as may be created
by the Trustees of the Trust created under this Article "SIXTH", if such
distribution is required pursuant to Paragraph "A." of this Article "SIXTH", in
cash or in kind, or partly in cash and partly in kind, the property that will
constitute the trust or such bequest, employing for the purpose of valuation the
adjusted basis of each asset for federal income tax purposes, provided that the
assets distributed shall be selected in such a manner that they have an
aggregate fair market value fairly representative of the appreciation or
depreciation in the value to the date or dates of distribution of all assets
then available for distribution.

                    C.  If the Trustees of the Trust created under this Article
"SIXTH" are directed to establish THE NORMAN E. ALEXANDER FAMILY FOUNDATION,
INC, I hereby direct them to establish it and to organize and operate such
foundation exclusively for charitable purposes. I hereby authorize my Trustees
to attend to


                                       11



all details of the organization of such foundation and direct that (i) the
primary purpose of such foundation shall be to benefit organizations having a
substantial Jewish affiliation and which promote medical research, social
welfare, Jewish education and/or Jewish cultural heritage, and (ii) in each
fiscal year of such foundation, at least two-thirds (2/3) of all charitable
contributions, gifts or grants by such foundation shall be for such primary
purpose. My said Trustees are hereby directed to designate as directors of the
foundation, and if the foundation is a membership organization, as members, GAIL
BINDERMAN, SHARON ZOFFNESS and MARK ALEXANDER. If GAIL BINDERMAN is unable or
unwilling to serve, my Trustees are directed to designate DANIEL BINDERMAN as a
director of the foundation, and if the foundation is a membership organization,
as a member. If SHARON ZOFFNESS is unable or unwilling to serve, my Trustees are
directed to designate COURTNEY ZOFFNESS and RACHEL ZOFFNESS, as directors of the
foundation, and if the foundation is a membership organization, as members.

            SEVENTH: If my wife, MARJORIE ALEXANDER, survives me, I give, devise
and bequeath all the rest, residue and remainder of my estate, both real and
personal, and wheresoever the same may be situated, to my Trustees hereinafter
named, IN TRUST, NEVERTHELESS, to invest the same and keep the same invested
(subject to the provisions for invasion of principal hereinafter set forth), and
to collect the income thereof and to pay over the net income arising


                                       12



therefrom to my wife MARJORIE ALEXANDER during her lifetime. Any provision
contained in this Will or in any statute seemingly to the contrary
notwithstanding, I direct that all the income of the above trust within the
purview of, and as contemplated by, the Federal estate tax laws relating to the
marital deduction shall be paid to my wife at least quarterly. I further direct
that my wife may require the Trustees to either make any property
income-producing or convert it to income-producing property within a reasonable
time.

                    I authorize and empower my Trustees (other than my wife), in
their sole and unreviewable discretion, at any time and from time to time,
without any duty to take into consideration my wife's other resources or income,
to pay to or apply for the benefit of my wife out of the principal of said trust
fund, such sum or sums as such Trustees deem necessary for my wife's comfort,
support, maintenance and education, or to enable her to make gifts to our issue;
provided, however, that if the aggregate sum of payments to my wife out of
principal of the trust created under this Article and under Article "SIXTH"
reaches Thirty-Five Million Dollars ($35,000,000), the aggregate payments of
principal from this trust and the trust under Article "SIXTH" shall thereafter
be limited to the sum of Two Million Dollars ($2,000,000) during any calendar
year. It is my intention, without imposing a binding legal obligation on my
Trustees, that distributions of principal be


                                       13



made from this trust before distribution of principal are made from the trust
under Article "SIXTH".

                    I authorize my Trustees to retain my personal residence as
an investment of the trust created under this Article and to permit my wife to
occupy such real property at any time and from time to time as a permanent or
occasional home, free of rent, during the term of the trust or until my wife
shall in writing notify my Trustees that she no longer desires such retention.
My wife shall maintain such real property and the buildings and improvements
thereon, and shall pay all repair and maintenance expenses and all other
expenses (including insurance), except real estate taxes incurred or payable
upon or with respect to such property which shall be paid out of the trust;
provided, however, that if the payment of any such expenses by my wife would
cause such property to not qualify for the Federal estate marital deduction,
such expenses shall be paid by the trust.

                    My Executors shall in their absolute discretion determine
whether to elect under Section 2056(b)(7) of the Code, to qualify any portion of
this trust for the Federal estate tax marital deduction. Generally, I anticipate
that my Executors will elect to minimize the estate tax payable by my estate.
However, I would expect that some consideration be given to the estate tax
payable in my wife's estate upon her death, especially if she should die prior
to the time the election is made. The determination of my Executors with respect
to the exercise of the


                                       14



election shall be binding and conclusive upon all persons interested in my
estate.

                    Upon the death of my wife, MARJORIE ALEXANDER, I give,
devise and bequeath the then principal of such trust fund as follows:

                    A.  1.  Subject to reduction in accordance with the
provisions of Paragraph "B." of this Article "SEVENTH", I give and bequeath the
sum of Ten Million Dollars ($10,000,000) to each of my children, GAIL BINDERMAN,
SHARON ZOFFNESS and MARK ALEXANDER, who survives my wife, but if any such child
predeceases my wife leaving issue who survive my wife, then such deceased
child's bequest shall be divided in equal shares among his or her issue
surviving my wife, per stirpes, subject however to the provisions of Article
"ELEVENTH" hereof.

                        2.  Subject to reduction in accordance with the
provisions of Paragraph "B." of this Article "SEVENTH", I give and bequeath the
sum of Five Million Dollars ($5,000,000) to my Trustees, IN TRUST, NEVERTHELESS,
to be held, administered and disposed of for the benefit of my daughter, LESLIE
ALEXANDER, in accordance with the provisions of Article "NINTH" hereof.

                    B.  If after my death, my wife, MARJORIE ALEXANDER, shall
make gifts in any calendar year in excess of the federal gift tax annual
exclusion to any of our children, any of our grandchildren, or to a trust of
which any child or grandchild


                                       15



is a beneficiary (whether as to income or principal), then the amount of the
bequest to or in trust for such child or grandchild set forth in the preceding
paragraph shall be reduced dollar for dollar by the aggregate amount of: (i)
such gifts in excess of such annual exclusion made after my death by my wife to
such child or grandchild, (ii) with respect to gifts to a trust of which any
such child or grandchild is the sole beneficiary, the amount of all
contributions made to such trust, and (iii) with respect to gifts to trusts of
which any child or grandchild is a beneficiary other than a sole beneficiary,
the sum of (a) all distributions made from such trust to or for the benefit of
such child or grandchild after my death and prior to the death of my wife, and
(b) the actuarial value of such child's or grandchild's interest in such trust
determined as of the date of my wife's death. For purposes of determining such
actuarial value: (i) to the extent that the Trustees of any such trust have
discretion over distributions of income or principal after the death of my wife,
the interest in such trust of each child or grandchild who is a potential
beneficiary of such trust shall be deemed to be one divided by the total number
of my children and/or grandchildren then living at the date of my wife's death
who are potential beneficiaries thereof, and (ii) the determination of such
actuarial value shall be made by an actuary selected by the Trustees of this
trust and such determination shall be conclusive on all persons.


                                       16



                    C.  I give and bequeath the sum of Thirty Million
($30,000,000) Dollars as hereinafter provided in Article "EIGHTH" hereof.

                    D.  I give, devise and bequeath the balance of the then
principal amount of such trust fund, or if my wife, MARJORIE ALEXANDER,
predeceases me, my Residuary Estate, in accordance with the provisions of
Article "EIGHTH" hereof; provided, however, if all or any portion of such
balance bequeathed under this Paragraph "D." or my Residuary Estate, as the case
may be, would be subject to federal estate, inheritance, succession or other
transfer tax (not including any income or capital gains taxes), then I give,
devise and bequeath such balance or such Residuary Estate, as the case may be,
that would be subject to such federal tax to my Trustees, IN TRUST,
NEVERTHELESS, and my Trustees shall invest and reinvest such property for a
period of twenty (20) years from the date of my death if my wife, MARJORIE
ALEXANDER, predeceases me, or, if she survives me, from the date of death of my
wife, MARJORIE ALEXANDER (the "Trust Term"), and at the end of each calendar
year during the Trust Term, my Trustees shall pay the Annuity Amount (as defined
below) to the Foundation, or, if THE NORMAN E. ALEXANDER FAMILY FOUNDATION, INC.
has been created by my Executors under Article "FOURTH" hereof, or if my wife,
MARJORIE ALEXANDER, survives me, by the Trustees of the Trust created under
Article "SIXTH" hereof, as the case may be, that will allow my estate to receive
a charitable deduction pursuant to Section


                                       17



2055(a) of the Code. It is my intention that at least two-thirds (2/3) of the
charitable contributions, gifts or grants made in each fiscal year by the
Foundation or by such other foundation which may be created by my Executors
under Article "FOURTH" hereof, or if my wife, MARJORIE ALEXANDER, survives me,
by the Trustees of the Trust created under Article "SIXTH" hereof, as the case
may be, be for the primary purpose specified in Paragraph "C." of Article
"SIXTH" hereof.

                    The Annuity Amount shall be a percentage of the value of the
property disposed of by this Article, as finally determined for federal estate
tax purposes with respect to my estate or, if my wife, MARJORIE ALEXANDER,
survives me, with respect to the estate of my said wife, and shall be determined
as follows: the lowest percentage which, taking into account the lowest federal
midterm rate which may be elected under Section 7520 of the Code and the Trust
Term, would result in a charitable deduction for federal estate tax purposes in
my estate or, if my wife survives me, in the estate of my said wife, equal to
the value, on the date of my death or, if my wife survives me, on the date of
death of my said wife, of the property disposed of by this Paragraph "D.".

                    If at the date of any distribution, the Foundation or such
other foundation which may be created by my Executors under Article "FOURTH"
hereof, or by the Trustees of the Trust created under Article "SIXTH" hereof, is
not an organization


                                       18



described in Sections 170(c) and 2055(a) of the Code, the Annuity Amount shall
be distributed to such one or more organizations described in said sections and
in such shares as my Trustees in their sole discretion determine, keeping in
mind the primary purpose of the Foundation or such other foundation which may be
created by my Executors under Article "FOURTH" hereof, or by the Trustees of the
Trust created under Article "SIXTH" hereof.

                    Any payment in satisfaction of the Annuity Amount shall be
paid first from the ordinary taxable income of the trust (including short term
capital gains) which is not unrelated business income and, to the extent not so
satisfied, the annuity amount shall be paid from the long term capital gains,
the unrelated business income, the tax exempt income and finally out of the
principal of the trust, in that order. In any taxable year of the trust in which
the net income exceeds the annuity amount, the excess, at the end of such
taxable year, shall be added to trust principal and thereafter shall be held,
administered and disposed of as a part thereof. The Annuity Amount shall be paid
annually, shall accrue from my death, or if my wife, MARJORIE ALEXANDER,
survives me, from the death of my said wife, and shall be paid currently from
such date; provided, however, that payment of part or all of the Annuity Amount
for the period from the date of my death, or if my wife survives me, from the
date of death of my said wife, through the end of the taxable year in which the
funding of the trust is completed may be deferred until the end of such year.


                                       19



Within a reasonable time after the end of the year in which the complete funding
of the trust occurs, my Trustees shall pay to the Foundation or such other
foundation which may be created by my Executors under Article "FOURTH" hereof,
or by the Trustees of the Trust created under Article "SIXTH" hereof, in the
case of an underpayment, or shall be paid by the Foundation or such other
foundation which may be created by my Executors under Article "FOURTH" hereof,
or by the Trustees of the Trust created under Article "SIXTH" hereof, in the
case of an overpayment, the difference between the Annuity Amount properly
payable and the Annuity Amount actually paid (without interest or other
adjustment, unless such interest or other adjustment is required to be paid in
order to achieve a full estate tax charitable deduction, in which case my
Trustees are authorized and directed to pay such interest as may be required in
order to obtain a full estate tax charitable deduction for this bequest). For a
short taxable year and for the taxable year in which annuity payments terminate,
my Trustees shall prorate the Annuity Amount on a daily basis.

                    While the trust is a trust described in section 4947(a)(2)
of the Code, my Trustees shall not:

                    (1)  Engage in any act of self-dealing as defined in
                         section 4941(d);

                    (2)  Retain any excess business holdings so as to subject
                         the trust to tax under section 4943(c);


                                       20



                    (3)  Make or retain any investments so as to subject the
                         trust to tax under section 4944; or

                    (4)  Make any taxable expenditures as defined in section
                         4945(d).

                    I intend to create a charitable lead annuity trust and to
qualify this bequest for a deduction in my estate, or if my wife, MARJORIE
ALEXANDER, survives me, in the estate of my said wife, pursuant to Section
2055(a) of the Code, and this Will shall be interpreted in accordance with this
intent. My Trustees may, by an instrument filed in the court in which this Will
is probated, amend this trust for the sole purpose of effecting this intent.

                    Upon the expiration of the Trust Term, the trust shall
terminate and all property then belonging to the income and principal of the
trust shall be distributed as hereinafter provided in Article "EIGHTH" hereof.

            EIGHTH: Property directed to be distributed as provided in this
Article "EIGHTH" shall be distributed as follows:

                    A.  One-third (1/3) thereof in trust for my daughter, GAIL
BINDERMAN, to be held, administered and disposed of in accordance with the
provisions of Article "TENTH" hereof.

                    B.  One-third (1/3) thereof in trust for my daughter, SHARON
ZOFFNESS, to be held, administered and disposed of in accordance with the
provisions of Article "TENTH" hereof.


                                       21



                    C.  One-third (1/3) thereof in trust for my son, MARK
ALEXANDER, to be held, administered and disposed of in accordance with the
provisions of Article "TENTH" hereof.

                    D.  If GAIL BINDERMAN, SHARON ZOFFNESS or MARK ALEXANDER
fails to survive me or is not living at the termination of a trust created
hereunder, as the case may be, then such child's share of the property to be
distributed under this Article "EIGHTH" shall be disposed of as follows:

                        1.  If such child has issue then living, then such
            child's share under this Article shall be distributed as provided in
            Paragraph "A." of Article "TWELFTH" hereof.

                        2.  If such child has no issue then living, then such
            child's share under this Article shall be distributed as provided in
            Paragraph "B." of Article "TWELFTH" hereof.

            NINTH:  Property directed to be held and administered as provided in
this Article "NINTH" shall be held and administered as follows:

                    A.  My Trustees shall hold and invest the principal thereof
and shall collect the income therefrom, and in each calendar year during the
lifetime of my daughter, LESLIE ALEXANDER, shall pay or apply to or to the use
of LESLIE ALEXANDER an annuity equal to One Hundred Fifty Thousand ($150,000)
Dollars (the "Initial Annuity Amount"), subject, however, to adjustment as


                                       22



set forth in the following paragraph. The payments to be made hereunder shall be
made first from net income and, if net income for any year is insufficient, from
principal. Such payments shall be payable in equal quarterly installments. My
Trustees shall prorate the annuity amount, on a daily basis, for the year of the
funding of this trust and for the year of LESLIE ALEXANDER's death.

                        The annuity amount shall be adjusted as of the date of
my death and as of January of each subsequent year by multiplying the Initial
Annuity Amount by the percentage (if any) by which the Consumer Price Index for
All Urban Consumers ("CPI") for the year immediately preceding such adjustment
exceeds the CPI for the year 2003 and adding such sum to the Initial Annuity
Amount. For purposes of determining the CPI for any year, the CPI shall be the
average of the twelve monthly CPI's for such year. In no event shall the annuity
amount be reduced in any year by virtue of this paragraph.

                    A.  I authorize and empower my Trustees, in their sole and
unreviewable discretion, at any time and from time to time, without any duty to
take into consideration LESLIE ALEXANDER's other resources or income, to pay
over to LESLIE ALEXANDER out of the principal of said trust fund, such sum or
sums as such Trustees shall deem advisable for LESLIE ALEXANDER's comfort,
support, maintenance and education.


                                       23



                    B.  Upon the death of LESLIE ALEXANDER, my Trustees shall
distribute the principal of the trust as then constituted as hereinabove
provided in Article "EIGHTH" hereof.

            TENTH: A. If any child of mine shall become entitled to any portion
of my Residuary Estate upon my death or to a remainder interest in any trust
hereunder upon the termination of any such trust (other than any interest under
Subparagraph "1." of Paragraph "A." of Article "SEVENTH" hereof), the property
otherwise payable to such child shall not be distributed and paid over to him or
her, but shall be paid over to my Trustees, IN TRUST, NEVERTHELESS, to invest
the same and keep the same invested (subject to the provisions for invasion of
principal hereinafter set forth), to collect the income thereof and to pay over
the net income arising therefrom to such child during his or her lifetime.

                        I authorize and empower my Trustees in their sole and
unreviewable discretion, at any time and from time to time, without any duty to
take into consideration such child's other resources or income, to pay over to
the child for whose benefit said trust shall have been created out of the
principal of said trust fund, such sum or sums as such Trustees shall deem
advisable, for such child's comfort, support, maintenance and education, or to
enable such child to make gifts to or in trust for my grandchildren; provided,
however, that any gifts to or in trust for any grandchild shall be made to or in
trust for all of my


                                       24



grandchildren, per capita and not solely to or in trust for the children of such
child.

                    B.  Upon the death of the child for whose benefit this trust
shall have been created, the then remaining principal of said trust fund shall
be disposed of as follows:

                        1.  If such child has issue then living, then the then
            remaining principal of such trust fund shall be distributed as
            provided in Paragraph "A" of Article "TWELFTH" hereof.

                        2.  If such child has no issue then living, then the
            then remaining principal of such trust fund shall be distributed as
            provided in Paragraph "B." of Article "TWELFTH" hereof.

            ELEVENTH: If any issue of mine other than a child of mine shall
become entitled upon my death or upon the termination of any trust created
hereunder other than a termination of a trust resulting from the exercise of
discretion by my Trustees to any portion of my estate or a remainder interest in
any trust, such property shall be disposed of as follows:

                    A.  During the lifetime of any issue of mine other than any
child of mine (hereinafter referred to as the "Beneficiary"), any property that
would otherwise be payable to such Beneficiary shall not be distributed and paid
over to him or her but shall be paid over to my Trustees, IN TRUST,
NEVERTHELESS,


                                       25



as a separate trust for such Beneficiary to invest the same and keep the same
invested (subject to the provisions for invasion of principal hereinafter set
forth), to collect the income thereof and to pay over or to apply for the
benefit of such Beneficiary or such Beneficiary's issue so much, all or none of
the income arising therefrom as my Trustees shall deem advisable for their
comfort, support, maintenance and education and to accumulate and add to
principal the balance of such net income, if any.

                    B.  I authorize and empower my Trustees, at any time and
from time to time, without any duty to take into consideration the other
resources or income of the Beneficiary or the Beneficiary's issue, to pay over
or to apply for the benefit of the Beneficiary or the Beneficiary's issue out of
the principal of said Trust fund such sum or sums as my Trustees shall deem
advisable for their comfort, support, maintenance and education.

                    C.  If the Beneficiary shall die with issue, I give, devise
and bequeath the then principal and any undistributed income of this Trust fund
to the Beneficiary's issue, in equal shares, per stirpes; provided, however,
that any dispositions made in this Paragraph shall be subject to this Article
"ELEVENTH".

                    D. If the Beneficiary shall die without issue, I give,
devise and bequeath the then principal and any undistributed income of said
Trust fund to the issue then living of my child who is an ancestor of such
Beneficiary, in equal shares,


                                       26



per stirpes, or if upon the death of the Beneficiary there are no such issue,
such principal and undistributed income shall be divided into as many shares as
shall make one (1) share for each child of mine, whether or not then living, who
is not an ancestor of the Beneficiary and who has issue then living, and each
share set apart for such child of mine shall be paid over and distributed to the
issue of such child, in equal shares, per stirpes; provided, however, that any
dispositions made in this Paragraph shall be subject to this Article "ELEVENTH".

                    E.  After attaining the age of thirty-five (35) years, my
granddaughter, RACHEL ZOFFNESS, my granddaughter, COURTNEY ZOFFNESS, or my
grandson, DANIEL BINDERMAN, at any time and from time to time, without any duty
to take into consideration the other resources or income of his or her issue, by
an instrument in writing subscribed by him or her and delivered to my Trustees,
may direct my Trustees to pay over or to apply for the benefit of any of his or
her issue so much, all or none of the income of the Trust fund created for his
or her benefit and such sum or sums of the principal of said Trust fund, as he
or she shall deem advisable for such issue's comfort, support, maintenance, and
education. He or she may direct my Trustees to make any such distributions in
equal or unequal shares without any duty to equalize distributions and may
direct my Trustees to make any such distributions to the


                                       27



exclusion of one or more of his or her issue as he or she shall deem advisable.

            TWELFTH: A. Property to be distributed as provided in this Paragraph
"A." shall be distributed to my grandchildren then living, in equal shares, per
capita, subject however to the provisions of Article "ELEVENTH" hereof, and
provided, however, that if any grandchild of mine shall not be then living but
has issue then living, then such grandchild's share shall be paid and
distributed to the issue then living of such deceased grandchild, per stirpes,
subject to the provisions of Article "ELEVENTH" hereof.

                    B.  Property to be distributed as provided in this Paragraph
"B." shall be distributed as follows:

                        1.  If both of my other children are then living, then
            such property shall be added in equal shares to the trusts under
            Article "TENTH" for the benefit of those surviving children, to be
            held, administered and disposed of as a part thereof.

                        2.  If one of my other children is then living, then
            one-half (1/2) of such property shall be added to the trust for the
            benefit of that surviving child under Article "TENTH" hereof, to be
            held, administered and disposed of as a part thereof, and one-half
            (1/2) of


                                       28



            such property shall be distributed as provided in Paragraph "A." of
            this Article "TWELFTH".

                        3.  If neither of my other children is then living, then
            such property shall be distributed as provided in Paragraph "A." of
            this Article "TWELFTH".

            THIRTEENTH: A.  If my wife, MARJORIE ALEXANDER, survives me, all
transfer, estate, inheritance, succession and other death taxes payable by
reason of my death, whether in respect of property passing under this Will or
otherwise (exclusive of any tax imposed as a result of section 2044 or Chapter
13 of the Internal Revenue Code, or a corresponding provision of state law),
shall be paid out of the rest, residue and remainder of my estate disposed of in
Article "SEVENTH" hereof as an administration expense, without apportionment.

                    B.  If my wife, MARJORIE ALEXANDER, survives me, then upon
her death, any taxes that her estate is entitled to recover from a person
receiving the property held in the trust created under Article "SIXTH" hereof
shall be paid out of the balance of the then principal amount of the trust fund
disposed of in Paragraph "D." of Article "SEVENTH" hereof.

                    C.  If my wife, MARJORIE ALEXANDER, survives me, then upon
her death, any taxes that her estate is entitled to recover from a person
receiving a distribution under Subparagraphs "1." or "2." of Paragraph "A." of
Article "SEVENTH" hereof or Paragraph "C." of Article "SEVENTH" hereof shall be
paid


                                       29



out of the balance of the then principal amount of the trust fund disposed of in
Paragraph "D." of Article "SEVENTH" hereof.

                    D.  If my wife, MARJORIE ALEXANDER, fails to survive me, all
transfer, estate, inheritance, succession and other death taxes payable by
reason of my death, whether in respect of property passing under this Will or
otherwise (exclusive of any


                                       30



tax imposed as a result of section 2044 or Chapter 13 of the Internal Revenue
Code, or a corresponding provision of state law), shall be paid out of my
Residuary Estate disposed of in Paragraph "B." of Article "FOURTH" hereof as an
administration expense, without apportionment.

            FOURTEENTH: If my wife, MARJORIE ALEXANDER, and I shall die as a
result of a common accident or disaster, or under circumstances that render it
difficult or impossible to determine which of us survived the other, then I
direct that my wife shall be conclusively presumed to have survived me and that
my estate shall be disposed of in the same manner as if I had predeceased her.

            FIFTEENTH: Neither the income nor principal of any trust created
under this Will shall ever be liable for any debts, obligations, or liabilities,
present or future, arising by contract, tort, or otherwise, of any beneficiary
or spouse or former spouse of any beneficiary, or be subject to the right of any
creditor whatsoever of any beneficiary or spouse or former spouse of any
beneficiary to seize or reach the same under any writ, process, or attachment,
or by any proceeding, judgment, or decree at law or in equity. No beneficiary of
any trust shall have any right or power to give, grant, sell, convey, mortgage,
pledge, or otherwise dispose of, encumber, or anticipate any of the income or
principal of the trust, my direction being that no right or power of disposition
of any such property shall vest in any beneficiary of the trust until the same
shall have been actually transferred or


                                       31



paid over to that beneficiary free of trust in accordance with the terms of this
Will.

            SIXTEENTH: I nominate, constitute and appoint my wife, MARJORIE
ALEXANDER, my daughter, SHARON ZOFFNESS, my son, MARK ALEXANDER, and my
daughter, GAIL BINDERMAN, as Executors of this my Last Will and Testament. It is
my intention that at all times there be at least two Executors, except where the
only remaining responsibility of my Executors is to account and make
distribution. Should fewer than two qualify or continue to act, then I nominate,
constitute and appoint the following individuals singly, successively and in the
order named as substitute or successor Executor or Executors: my brother, ALEX
E. ALEXANDER; my granddaughter, RACHEL ZOFFNESS; my grandson, DANIEL BINDERMAN;
and my granddaughter, COURTNEY ZOFFNESS.

                    I nominate, constitute and appoint MARJORIE ALEXANDER, GAIL
BINDERMAN, MARK ALEXANDER, and SHARON ZOFFNESS, as Trustees of the trust created
under Article "SIXTH" hereof. Should fewer than two qualify or continue to act,
then I nominate, constitute and appoint the following individuals singly,
successively and in the order named as substitute or successor Trustee: my
granddaughter, RACHEL ZOFFNESS; and my grandson, DANIEL BINDERMAN.

                    I nominate, constitute and appoint GAIL BINDERMAN, MARK
ALEXANDER and SHARON ZOFFNESS as Trustees of each trust created under Articles
"NINTH" and "TENTH" hereof.


                                       32



                    I nominate, constitute and appoint my daughter, SHARON
ZOFFNESS, and my grandson, DANIEL BINDERMAN, as Trustees of the trust created
under Article "ELEVENTH" hereof for the benefit of the issue of my daughter,
SHARON ZOFFNESS. In the event of the death or other failure of SHARON ZOFFNESS
or of DANIEL BINDERMAN to qualify or serve as Trustee, then I nominate,
constitute and appoint both my granddaughter, RACHEL ZOFFNESS, and my
granddaughter, COURTNEY ZOFFNESS, or the survivor of them, as successor or
substitute Trustees.

                    I nominate, constitute and appoint my daughter, GAIL
BINDERMAN, and my son, MARK ALEXANDER, as Trustees of the trust created under
Article "ELEVENTH" hereof for the benefit of the issue of my daughter, GAIL
BINDERMAN. In the event of the death or other failure of GAIL BINDERMAN or of
MARK ALEXANDER to qualify or serve as Trustee, then I nominate, constitute and
appoint my grandson, DANIEL BINDERMAN, as successor or substitute Trustee.

                    If, upon the attainment of thirty-five (35) years, my
granddaughter, RACHEL ZOFFNESS, my granddaughter, COURTNEY ZOFFNESS, and my
grandson, DANIEL BINDERMAN, are not then serving as Co-Trustee of any trust
created for his or her benefit under Article "ELEVENTH" hereof, I nominate,
constitute and appoint my granddaughter, RACHEL ZOFFNESS, my granddaughter,
COURTNEY ZOFFNESS, and my grandson, DANIEL BINDERMAN, as Co-Trustee of any


                                       33



such trust upon the attainment of thirty-five (35) years by such grandchild.

                    I nominate, constitute and appoint MARJORIE ALEXANDER, GAIL
BINDERMAN, my granddaughter, COURTNEY ZOFFNESS, and my grandson, DANIEL
BINDERMAN, as Trustees of all other trusts herein created.

                    No bond or other undertaking shall be required of any person
acting hereunder as Executor, Trustee, substitute or successor Executor or
substitute or successor Trustee, whether originally named or later appointed,
for the faithful performance of their respective duties.

                    I authorize and empower my Executors and/or Trustees, as the
case may be, to designate in writing any one or more of them, or each of them,
singly, to execute ministerial duties, including but not limited to the signing
of checks and/or to have access to or remove the contents of any safe deposit
box.

                    I authorize the individuals acting as Trustees under this my
Will to designate an individual or a succession of individuals to act as
substitute or successor Trustee or Co-Trustee, as the case may be, once the
individuals I have designated as successors have either qualified, declined to
qualify or are deceased so that no one would be eligible to qualify in the
future. It is my intent that there shall be at least two individuals acting as
Trustees at all times except where the only


                                       34



remaining responsibility of my Trustees is to account and make distribution.

                    In addition to and notwithstanding the foregoing, if a
beneficiary is serving as sole Trustee of any trust created for his or her
benefit, irrespective of the cause thereof, he or she shall appoint one or more
individuals or corporations qualified to act as a fiduciary as a Co-Trustee of
such trust; provided, however, that no appointed Co-Trustee (or any successor
thereto) shall be a related or subordinate party within the meaning of Section
672(c) of the Code.

                    If my granddaughter, RACHEL ZOFFNESS, my granddaughter,
COURTNEY ZOFFNESS, or my grandson, DANIEL BINDERMAN, shall be serving as Trustee
of any trust created for his or her benefit, he or she shall have the right with
respect to such trust, from time to time, to remove any then acting Trustee and
to appoint a Trustee or Trustees to serve as successor to such removed trustee
for any reason; provided, however, that no appointed Co-Trustee (or any
successor thereto) shall be a related or subordinate party within the meaning of
Section 672(c) of the Code.

                    The appointment of substitute or successor Trustees or
co-Trustees (and any revocations as hereinafter provided) shall be made by
written instrument, duly acknowledged, and delivered to the Trustees then
acting. The written instrument shall specify when each appointment shall take
effect. Any such instrument may be revoked with respect to any individual who
has


                                       35



not qualified as Trustee by the person or persons who are then entitled to make
an appointment. The instrument dated most recently shall govern if there are
multiple unrevoked instruments which are inconsistent.

                    I hereby direct that no compensation for services as
Executor or Trustee shall be paid to my wife, MARJORIE ALEXANDER, any descendant
of mine, or the spouse of any descendant of mine, whether named herein or
subsequently appointed pursuant to the authority herein granted, but each
fiduciary shall be entitled to reimbursement for expenses incurred in performing
those services. Any other person serving hereunder as Executor shall be entitled
to commissions of the lesser of (i) One Million ($1,000,000) Dollars or (ii) the
amount calculated at the rates provided by the laws of New York State.

                    No Trustee shall participate in any decision to pay or to
apply principal or income of any trust hereunder to or for the benefit of
himself or herself, or to or for the benefit of any beneficiary for whom such
Trustee is legally obligated to support if such payment or application would
discharge any legal obligation of such Trustee to support such beneficiary.

            SEVENTEENTH: I have granted my Executors and Trustees extremely
broad discretion under Article "EIGHTEENTH" hereof despite the fact that
conflicts of interest may arise by reason of service on the part of a fiduciary
as an officer, director or


                                       36



shareholder, or employee of any corporation or business in which my estate or
any trust hereunder has an interest. Nevertheless, I have so provided because I
have absolute confidence in my fiduciary's business judgment and integrity. I
intend that my fiduciaries may in all respects exercise the powers and
discretion herein conferred as fully and unrestrictedly as if there were no such
conflicting interests. I therefore expressly exempt my fiduciaries from the
adverse operation of any rule of law that might otherwise apply to them in the
performance of their fiduciary duties by reason of conflict of interest, and I
specifically direct that they shall not have any greater burden to justify their
acts as fiduciaries by reason of conflict of interest than they would have in
the absence of any conflict.

            EIGHTEENTH: My Executors and/or Trustees shall have and may exercise
in their discretion all of the powers granted to fiduciaries by the laws of the
State of New York and also all powers herein granted to them expressly or by
implication.

                    A.  I authorize and empower my Executors and/or Trustees to
retain and continue any investments which I may own at the time of my death. In
the making of new investments they shall not be restricted or limited to such
legal investments as are provided for the investment of trust funds by any
statutes now in force or which may hereafter be enacted and I specifically
authorize them to purchase securities other than those constituting legal
investments for trust funds, and to invest and keep invested


                                       37



therein any part of my estate or of any trust hereunder. Notwithstanding
anything herein contained to the contrary, my Executors and/or Trustees are
authorized and empowered to retain stock or ownership interest in Sequa
Corporation, Ampacet Corporation, THE N.E. ALEXANDER LIMITED PARTNERSHIP and any
other business entity which I may own or in which I have an ownership interest
at my death, for such time as they shall deem advisable in their sole and
unreviewable discretion, notwithstanding any obligation to diversify
investments. My Executors and/or Trustees shall be absolved and exonerated from
any individual responsibility for any loss which may result to my estate or any
trust hereunder in connection with their retention of such stock or other
business interest.

                    B.  I authorize and empower my Executors and/or Trustees,
without court order and without the consent of any interested parties, to make
distributions in cash or in any property, real or personal, or an undivided
interest therein or partly in cash and partly in property, to a person or
persons (or fiduciaries) entitled to payment or distribution, without having to
make pro rata distributions of specific assets and without regard to the income
tax basis for such assets. In making such payment or distribution, I direct that
the fair market values of such property at the time of distribution, as
ascertained by my Executors and/or Trustees, shall be binding and conclusive on
all persons interested


                                       38



in my estate or in any trust herein created, subject only to the power of a
court of competent jurisdiction to pass on such valuations.

                    C.  I authorize and empower my Executors and/or Trustees to
borrow money, from others or from themselves or any of them, whether to pay
taxes, make subscriptions, exercise options, pay assessments, or to accomplish
any other purpose of any nature incidental to the administration of my estate or
of any trust herein created, and to mortgage or pledge as security therefor any
securities or other property held by them.

                    D.  I authorize and empower my Executors and/or Trustees
without leave of court to sell real or personal property upon secured or
unsecured credit, to grant options for the sale of real or personal property and
to lease real or personal property, all without any limitation upon the term or
duration of such credit, option and lease, notwithstanding that such term or
duration of the credit or of the option or of the lease, as the case might be,
may be longer than authorized by statute or longer than the period of
administration of my estate or than the duration of a trust or of a minority.

                    E.  I authorize and empower my Executors to deduct
administration expenses either for estate tax or for income tax purposes or
partly for estate tax and partly for income tax purposes. To the extent that my
Executors elect to treat such expenses as deductions for income tax purposes, my
Executors shall


                                       39



not be required to make any adjustments between the interests of remaindermen
and income beneficiaries for any reason.

                    F.  In any proceeding relating to my estate or of any trust
herein created, I authorize and empower my Executors and/or Trustees, as
authorized by Section 315 of the New York Surrogate's Court Procedure Act, to
dispense with service on any person under a disability where a party to the
proceeding (not under a disability) has the same interest as the person under a
disability.

                    G.  I authorize and empower my Executors and/or Trustees in
their absolute discretion, in the event of any beneficiary's disability, to
apply any income and/or principal, as the case may be, to such beneficiary's use
or for his or her benefit in lieu of paying the same directly to him or her.

                    H.  I authorize and empower my Executors and/or Trustees to
possess, manage, insure against loss by fire or other casualties, develop,
subdivide, control, partition, mortgage, lease or otherwise deal with any and
all real property or interests therein; to satisfy, modify, waive provisions of,
renew, discharge or extend the term of any mortgage thereon; to make repairs,
replacements and improvements, structural or otherwise, or abandon the same if
deemed to be worthless or not of sufficient value to warrant keeping or
protecting, to abstain from the payment of taxes, water rents, assessments,
repairs, maintenance and upkeep of the same; to permit to be lost by tax sale or
other proceeding or


                                       40



to convey the same for a nominal consideration or without consideration; to set
up appropriate reserves out of income for repairs, modernization and upkeep of
buildings, including reserves for depreciation and obsolescence; to retain an
agent or agents for any of the foregoing purposes; and to exercise with respect
to the continuance, management, sale or liquidation of any real property or
interest therein all the powers which I myself could have exercised during my
lifetime. I intend hereby to grant to my Executors and/or Trustees with respect
to any such property every power which can be delegated; therefore, the naming
of any power and failure to name any other power shall not be construed to be
the exclusion of any such other power which my Executors and/or Trustees may
desire to exercise.

                    I.  I authorize and empower my Executors, in their absolute
discretion, to allocate any portion of my generation-skipping tax exemption
under Section 2631 of the Code which is remaining at my death to any property
with respect to which I am the transferor, keeping in mind that I request, but
do not require, that such exemption be allocated to the bequest under Article
"THIRD," Paragraph "A." hereof. No beneficiary under this Will, whether an
income beneficiary, a remainderman of any trust, or other beneficiary, shall
have any right to recoupment or restoration of any loss the beneficiary may
suffer as a result of such allocation. After such allocation has been made, I
authorize and empower my Executors to direct that any trust established under


                                       41



my Will shall be divided into two separate trusts which trusts shall be
administered under all the same terms and conditions except that the "inclusion
ratio" (as calculated under Section 2642 of the Code) of one such trust shall be
"one" and the inclusion ration of the other such trust shall be "zero." If my
Executors make an election pursuant to Section 2056(b)(7) of the Code, then my
Executors shall be further authorized (but not required) to make an election
pursuant to Section 2652(a)(3) of the Code to treat the trust or any part
thereof as though no such election pursuant to Section 2056(b)(7) had been made.

                    J.  My Trustees (other than any beneficiary) are authorized
in their sole discretion with respect to all or any part of the principal of any
trust for the benefit of any issue of mine (including a pecuniary amount), by an
instrument filed with the trust records, (a) to create in such issue a general
power of appointment within the meaning of section 2041 of the Code (including a
power the exercise of which requires the consent of my Trustees (other than any
beneficiary)) by which such issue may dispose of the property upon their death,
(b) to eliminate such power for all or any part of such principal as to which
such power was previously created, (c) irrevocably to release the right to
eliminate such power, and (d) to divide the trust principal into two fractional
shares based upon the then portion of the trust that would be includible in the
gross estate of such issue holding such power if he or she died immediately
before such division (in which


                                       42



case the power shall be over the entire principal of one share and over no part
of the other share) and each such share shall be administered as a separate
trust unless my Trustees (other than any beneficiary) shall in their sole
discretion thereafter combine such separate trusts into a single trust, which
they are hereby authorized to do. In authorizing such action, it is my hope (but
I do not direct) that a general power will be kept in effect when my Trustees
(other than any beneficiary) believe the inclusion of the property affected
thereby in such issue's gross estate may achieve a significant savings in
transfer taxes by having an estate tax rather than a Chapter 13 tax imposed on
property subject to the general power, which may also permit a greater use of
the GST exemption under section 2613(a) of the Code of such issue or such
issue's spouse.

                        Upon the death of the primary beneficiary holding a
general power of appointment over a trust hereunder all of the principal and
income of such trust shall, unless such beneficiary has otherwise made express
and adequate provision therefor, be chargeable with so much (if any) of any
estate, inheritance, succession, transfer taxes or duties imposed by the laws of
the United States of America or of any State thereof, and my Trustees shall pay
out of the principal and income of this trust fund the additional taxes
resulting to such beneficiary's estate by reason of the inclusion in his or her
gross estate of all or any part of such trust (i.e., the difference in


                                       43



the amount of such taxes computed by including such trust principal and the
amount of such taxes computed as if such trust principal were not part of the
beneficiary's gross estate) and any interest thereon, and, in so doing, may rely
conclusively and without investigation upon tax returns signed by, and
computations made by, the legal representatives of the beneficiary or upon
assessments or determinations made by any court, officer or authority, it being
my intention that the estate of the beneficiary shall not be required to advance
or pay such additional taxes or any interest thereon. Upon certification by the
personal representative of the beneficiary's estate (even if serving hereunder
in a fiduciary capacity) of the amount of such taxes so attributable, my
Trustees may pay such amount to such personal representative without further
responsibility connected with such matters.

                    K.  With respect to any business which I may own or in which
I may be financially interested at the time of my death (including without
limiting the generality of the foregoing Sequa Corporation, Ampacet Corporation
and THE N.E. ALEXANDER LIMITED PARTNERSHIP), I give my Executors and/or Trustees
the following powers, in addition to those granted elsewhere in this Will, to be
exercised as they may deem advisable in their sole and absolute discretion:

                        1.  To continue any business which I may own or in which
            I may be financially interested at the time of my death, whether as
            sole proprietor,


                                       44



            partner, shareholder or member, for such time as they may deem
            advisable for the best interests of my estate or of any trust
            hereunder;

                        2.  To delegate such duties, with the requisite powers,
            to any employee, manager, or partner (including any Executor or
            Trustee) as they may deem proper, without liability for such
            delegation;

                        3.  To borrow money from any source including
            themselves, or any one or more of them, for any such business,
            either alone or along with other persons financially interested in
            said business, and to secure such loan or loans by a pledge or
            mortgage of my capital investment or interest in the business as
            they may deem advisable and proper;

                        4.  To organize, either alone or with others, a
            corporation or corporations to carry on the business; to accept
            stock in a corporation in lieu of any interest in any business; and,
            if they deem advisable, to provide for different classes of stock;

                        5.  To deposit securities with voting trustees;

                        6.  To sell or merge any business, any interest in any
            business, or any stock or other securities representing my interest
            in any business as


                                       45



            and when and upon such terms as they shall deem to be for the best
            interests of my estate and/or trusts hereunder;

                        7.  To liquidate any business or any interest in a
            business at such times and upon such terms as they shall deem
            advisable;

                        8.  Generally, to exercise with respect to the
            continuance, management, sale or liquidation of any business or
            business interest which I may own at the time of my death all the
            powers which I myself could have exercised during my lifetime. I
            intend hereby to grant my Executors and/or Trustees with respect to
            any such business every power which can be delegated; therefore, the
            naming of any power and failure to name any other power shall not be
            construed to be the exclusion of any such other power which my
            Executors and/or Trustees may desire to exercise. It is my intention
            hereby to give my Executors and/or Trustees every power to do every
            act with respect to such business which, in their opinion, will
            assist in carrying out to the fullest extent the duties as set forth
            in this my Will; and

                        9.  I absolve and exonerate my Executors and/or Trustees
            from any individual responsibility for any loss which may result to
            my estate or any trust hereunder or to others in connection with


                                       46



            the exercise of the powers and authority that I have hereby given
            them, except for losses resulting from their willful misfeasance.

                    L.  I authorize and empower my Executors to elect under
Section 6166 of the Code (or under a corresponding statute of any state imposing
a death tax on my estate), to defer the payment of the federal estate tax or
state death tax or both for such period as my Executors may in their sole
discretion determine. In the event such an election is made, my Executors may in
their sole discretion (i) charge interest on the deferred tax to income or
principal in such manner as they determine and (ii) elect under Section 6324A of
the Code (or a corresponding provision of state law) to create a special lien
for the deferred estate or death tax (including tax attributable to property not
passing under this Will) and may subject property belonging to my estate to such
lien.

                    M.  I authorize and empower my Executors and/or Trustees to
elect to qualify any corporation of which I am a shareholder as a subchapter S
corporation pursuant to the Code and equivalent state legislation or
regulations. I further authorize and empower my Executors and/or Trustees to
terminate the election of any subchapter S corporation of which I am a
shareholder pursuant to the Code and equivalent state legislation or
regulations.


                                       47



                    N.  My Trustees are authorized to change the situs of any
trust hereunder (and to the extent necessary or appropriate, move the trust
assets) to a state other than the one in which the trust is then administered,
if my Trustees believe it to be in the best interests of such trust or the
beneficiaries. My Trustees may elect that the law of such other jurisdiction
shall govern the trust to the extent necessary or appropriate under the
circumstances.

                    It is my intent that the bequests under Paragraph "A." of
Article "SIXTH" hereof and under Article "SEVENTH" hereof shall qualify for the
federal estate tax marital deduction. Accordingly, all powers and discretions
with respect to allocations of property to all bequests under this Will
(including trusts created hereunder) and with respect to administration of my
estate and all trusts created hereunder shall not be exercised or exercisable
except in a manner consistent with this intent. No power shall be exercised by
any fiduciary in such manner as to prevent the bequests made in Article "SIXTH,"
hereof and Article "SEVENTH" hereof from qualifying for the charitable deduction
or marital deduction, as the case may be.

                    O.  I authorize and empower my Trustees to terminate any
trust created hereunder due to the lack of sufficient assets constituting the
principal of such trust and to pay over and distribute all of the assets of the
trust to the beneficiary or beneficiaries to whom or for whose benefit the


                                       48



income of such trust is or may be paid or applied, in equal shares if there is
more than one beneficiary, and the rights of any other beneficiaries or
remaindermen in such trust shall cease. In making this decision, my Trustees
shall take into account the relationship of commissions and expenses to the
value of the principal of such trust.

                    P.  I authorize and empower my Trustees to divide property
in any trust into two or more separate trusts (i) to enable my Trustees to
invest the assets in a manner that will meet the disparate financial needs and
investment goals of different trust beneficiaries, or (ii) to insulate some
assets from potential future creditors' claims that could arise from the
ownership of other property.

                    Q.  I authorize and empower my Trustees to commingle the
assets of all or any of the separate trusts established hereunder, the one with
the other so that any one of the trusts may consist in whole or in part of an
undivided share or shares in assets, the remaining undivided share or shares in
which constitute the whole or a part of any other trust, and to substitute at
any time and from time to time any investment or assets constituting a part or
the whole of any trust for any investment or asset constituting a part or the
whole of any other trust.

            NINETEENTH: Anything herein to the contrary notwithstanding, any
portion of any trust created hereunder which,


                                       49



by its terms, shall not have terminated on or before the date which is the later
of (i) twenty-one (21) years after the death of the last survivor of myself and
those of my issue who shall survive me, or (ii) the date beyond which such trust
would violate the rule against perpetuities (whether imposed by statute or by
common law) of the jurisdiction the laws of which are applicable to such trust,
shall nevertheless terminate on such later date, and the principal and
undistributed income thereof shall thereupon be paid over and distributed in
equal shares to the beneficiaries to whom or for whose benefit the income of
such trust is or may be then paid or applied.

            TWENTIETH:  A.  Wherever used in this Will, the terms "issue,"
"children," "grandchildren" and "descendants" shall not include any persons
adopted by any child of mine.

                        B.  Except as provided in Subparagraph "2." of Paragraph
"A." of Article "FOURTH" hereof and Subparagraph "2." of Paragraph "A." of
Article "SEVENTH" hereof, I have not made any provision, and do not intend to
make any provision, for my daughter, LESLIE ALEXANDER, or any of her issue, for
reasons which I deem sufficient. Accordingly, for all purposes of this Will,
other than for purposes of Subparagraph "2." of Paragraph "A." of Article
"FOURTH" hereof and Subparagraph "2." of Paragraph "A." of Article "SEVENTH"
hereof, the terms "issue," "children," "grandchildren" and "descendants" shall
not include my daughter, LESLIE ALEXANDER, or any of her issue.


                                       50



                        C.  If any beneficiary in any manner, directly or
indirectly, contests this Will or any of its provisions, or institutes, joins in
or carries on any action or proceeding to invalidate, set aside or modify any
term or provision hereof, or institutes, joins in or carries on any claim
against my estate or against any party designated as fiduciary herein (whether
such claim arises hereunder or otherwise and whether against such party in his
or her capacity as fiduciary hereunder or otherwise), then any interest in my
estate given to such beneficiary is revoked and shall be disposed of in the same
manner as if such beneficiary had predeceased me without issue.

                        D.  Wherever used in this Will, except where the context
shall clearly require otherwise:

                            1.  the term "Executors" shall mean at any time the
            Executors or Executor then in office;

                            2.  the term "Trustees" shall mean at any time the
            Trustees or Trustee of that trust then in office; and

                            3.  words in either the singular or the plural
            number shall be deemed to include both the singular and the plural
            numbers.

                            4.  the male gender shall be deemed to include the
            female gender, and the female gender shall be deemed to include the
            male gender.


                                       51



                  IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed my seal this _____ day of __________, in the year Two Thousand and Six.


                                             ____________________________ (L.S.)
                                                  NORMAN E. ALEXANDER


            SIGNED, SEALED, PUBLISHED and DECLARED BY NORMAN E.
            ALEXANDER, the testator above named as and for his Last
            Will and Testament, in our presence and we, at his
            request and in his presence and in the presence of each
            other have hereunto subscribed our names as witnesses
            this _____ day of __________, in the year Two Thousand
            and Six.


_________________________________residing at____________________________________

                                            ____________________________________


_________________________________residing at____________________________________

                                            ____________________________________

_________________________________residing at____________________________________

                                            ____________________________________


                                       52



STATE OF NEW YORK   )
                    ) ss.:
COUNTY OF           )

      Each of the undersigned, individually and severally being duly sworn,
deposes and says:

      The within Will was subscribed in our presence and sight at the end
thereof by NORMAN E. ALEXANDER, the within Testator, on the_____ day of _______,
2006 at________________________________________________________________________.

      Said Testator at the time of making such subscription declared the
instrument so subscribed to be his Last Will.

      Each of the undersigned thereupon signed his or her name as a witness at
the end of said Will at the request of said Testator and in his presence and
sight and in the presence and sight of each other.

      Said Testator was, at the time of so executing said Will over the age of
18 years and, in the respective opinions of the undersigned, of sound mind,
memory and understanding and not under any restraint or in any respect
incompetent to make a Will.

      The Testator, in the respective opinions of the undersigned, could read,
write and converse in the English language and was suffering from no defect of
sight, hearing or speech, or from any other physical or mental impairment which
would affect his capacity to make a valid Will. The Will was executed as a
single, original instrument and was not executed in counterparts.

      Each of the undersigned was acquainted with said Testator at such time and
makes this affidavit at his request.

      The within original Will was shown to the undersigned at the time this
affidavit was made and was examined by each of them as to the signature of said
Testator and of the undersigned.

      The foregoing instrument was executed by the Testator and witnessed by
each of the undersigned affiants under the supervision of Neal T. Dorman, an
attorney-at-law admitted to practice in the State of New York.

                                             ____________________________


                                             ____________________________


Severally sworn to before me
this _____ day of ___________, 2006.


____________________________________
          Notary Public
EX-99.3 4 file4.htm INDENTURE DATED JULY 13, 2005 


            I N D E N T U R E made the 13th day of July, 2005, by and between
NORMAN E. ALEXANDER, having an office at 200 Park Avenue, New York, New York
(sometimes hereinafter referred to as the "Grantor"), and GAIL BINDERMAN,
residing at 31 Monroe Avenue, Larchmont, New York, MARK ALEXANDER, residing at
25 Rockledge Avenue, Apartment PH 16 East, White Plains, New York, and SHARON
ZOFFNESS, residing at 16 Broadmoor Road, Scarsdale, New York, (sometimes
hereinafter referred to as the "Trustees").

                              W I T N E S S E T H :

            WHEREAS, the Grantor desires to create a trust of the property and
for the purposes hereinafter mentioned,

            NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Grantor shall fund this Trust by transferring to
the Trustees property to be listed in a Schedule A to be annexed hereto
("Funding"), and upon receipt of such Funding, the Trustees agree to hold such
property, IN TRUST, NEVERTHELESS, for the uses and purposes, for the term, and
subject to the provisions, conditions, powers and agreements hereinafter set
forth:

            FIRST: From the date of Funding until the second anniversary
thereafter, the Trustees shall pay the Annuity Amount (as hereinafter defined)
to the Grantor, or if the Grantor is not living, to the legal representatives of
the Grantor's estate. The Annuity Amount shall be paid annually on the day
preceding the month and day of Funding for each year during the trust term and
on the last day of the trust term. The




Annuity Amount for each year shall be the following percentages of the initial
fair market value, as of the date of Funding of the assets contributed to the
trust as finally determined for federal gift tax purposes.

                 Year in Which            Percentage of Initial
            Anniversary Date Falls          Fair Market Value
            ----------------------        ---------------------
                     2006                       48.71392%
                     2007                       58.45670%

                    In any event, the Annuity Amount for any year shall be paid
not later than 105 days after the scheduled payment date for such year as
hereinabove provided. The Annuity Amount shall be paid from income and, to the
extent income is not sufficient, from principal. Any income not so paid shall be
added to principal. Payments of the Annuity Amount for a period of less than a
full year shall be prorated on a daily basis. No additional contributions shall
be made to the trust. The interest of the Grantor shall not be subject to
commutation. During the trust term, no payment shall be made to any person other
than the Grantor (or the Grantor's estate). The Trustees shall not issue a note,
other debt instrument, option or other similar financial arrangement in
satisfaction of the annuity payment obligation. If an incorrect payment of the
Annuity Amount is made, the Trustees shall, promptly after the error is
discovered, pay to the Grantor or the Grantor's estate in the case of an
underpayment or collect from the Grantor or the Grantor's estate in the case of
an overpayment, an amount equal to the difference between the amount which the
Trustees should have paid the Grantor or the Grantor's estate and the amount
which the Trustees paid the Grantor or the Grantor's estate. The fiscal year of
the trust shall be the calendar year.




                    The Grantor intends to create a trust in which the Grantor
retains the right to receive a "qualified interest," as defined in section
2702(b)(1) of the Internal Revenue Code and the Regulations thereunder, and this
Indenture shall be so interpreted and may be so amended by the Trustees in order
to so qualify.

                    Upon the expiration of the trust term, the Trustees shall
divide and set apart the then principal and any undistributed income of this
Trust (other than any amount distributable to the Grantor or the Grantor's
estate pursuant to the preceding paragraphs of this Article) into three (3)
equal shares. One (1) share shall be paid to each of GAIL BINDERMAN, MARK
ALEXANDER and SHARON ZOFFNESS, if they are then living; provided, however, that
if any of GAIL BINDERMAN, MARK ALEXANDER or SHARON ZOFFNESS is not then living
but has issue then living, then his or her share shall be paid to such issue in
equal shares per stirpes; provided further, however, that the Trustee
hereinafter named shall hold, manage, invest and reinvest each share or portion
thereof payable to the Grantor's grandson, BENJAMIN ZOFFNESS, IN TRUST, and
such share or portion thereof shall constitute a separate trust and shall be
disposed of in accordance with the provisions of Article "SECOND" hereof
(hereinafter referred to as the "Article 'SECOND' Trust"), and the Trustee
hereinafter named shall hold, manage, invest and reinvest each share or portion
thereof payable to the Grantor's granddaughter, DEBORAH BINDERMAN, IN TRUST,
and such share or portion thereof shall constitute a separate trust and shall be
disposed of in accordance with the provisions of Article "THIRD" hereof
(hereinafter referred to as the "Article 'THIRD' Trust").




            SECOND: Property directed to be disposed of as provided in this
Article "SECOND" shall be disposed of as follows:

                    A.  During the lifetime of the Grantor's grandson, BENJAMIN
ZOFFNESS (hereinafter referred to as the "beneficiary"), the Trustee, at any
time and from time to time, may pay to or apply for the benefit of the
beneficiary so much, all or none of the net income and principal of the trust as
the Trustee, in his sole and absolute discretion, shall deem necessary or
advisable.

                    B.  Upon the death of the beneficiary, the then principal
and undistributed income, if any, of the trust shall be paid to the then living
issue of such beneficiary, in equal shares, per stirpes. If there are no such
issue of the beneficiary then living, the same shall be paid to the then living
issue of the Grantor's most remote descendant who is an ancestor of the deceased
beneficiary and who has issue then living, in equal shares, per stirpes, or if
none, to the Grantor's then living issue, in equal shares, per stirpes;
provided, however, any property which would otherwise pass outright under this
clause to a beneficiary for whom a trust is being held under Article "THIRD"
shall be added to the principal of such trust, to be administered and disposed
of as part thereof.

            THIRD: Property directed to be disposed of as provided in this
Article "THIRD" shall be disposed of as follows:

                    A.  During the lifetime of the Grantor's granddaughter,
DEBORAH BINDERMAN (hereinafter referred to as the "beneficiary"), the Trustee,
at any time and from time to time, may pay to or apply for the benefit of the
beneficiary so much, all or none of the net income and principal of the trust as
the Trustee, in his sole and absolute discretion, shall deem necessary or
advisable.




                    B.  Upon the death of the beneficiary, the then principal
and undistributed income, if any, of the trust shall be paid to the then living
issue of such beneficiary, in equal shares, per stirpes. If there are no such
issue of the beneficiary then living, the same shall be paid to the then living
issue of the Grantor's most remote descendant who is an ancestor of the deceased
beneficiary and who has issue then living, in equal shares, per stirpes, or if
none, to the Grantor's then living issue, in equal shares, per stirpes;
provided, however, any property which would otherwise pass outright under this
clause to a beneficiary for whom a trust is being held under Article "SECOND"
shall be added to the principal of such trust, to be administered and disposed
of as part thereof.

            FOURTH: A.  The Grantor nominates his grandson, DANIEL BINDERMAN, as
Trustee of the Article "SECOND" Trust. If the Grantor's grandson, DANIEL
BINDERMAN, is not then living, or fails to qualify or, having qualified, ceases
to act as Trustee for any reason whatsoever, then the Grantor nominates the
Grantor's granddaughters, RACHEL ZOFFNESS and COURTNEY ZOFFNESS, in his place
and stead.

                    B.  The Grantor nominates the Grantor's son, MARK ALEXANDER,
as Trustee of the Article "THIRD" Trust. If the Grantor's son, MARK ALEXANDER,
is not then living, or fails to qualify or, having qualified, ceases to act as
Trustee for any reason whatsoever, then the Grantor nominates the Grantor's
grandson, DANIEL BINDERMAN, in his place and stead.

            FIFTH: With respect to any property distributable absolutely to an
infant remainderman, the Trustees in their sole and absolute discretion are
authorized to retain




possession of and manage the same during such infant's minority, with all the
rights, powers and compensation of the 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 upon his 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.

                    In determining the amount of income or principal applicable
to the use of an infant, the Trustees are authorized 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; (2) to the parent or parents of such infant (whether or not legally
appointed his or her Guardian); (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.

            SIXTH: The Trustees shall have the following power and authority,
which shall be deemed supplemental to and not exclusive of the general powers
and authority of trustees pursuant to law and which may be exercised by them at
any time and from time to time as they in their absolute discretion deem
advisable:




                    A.  To hold and retain all or any part of the trust created
      hereby in the form in which the same may be at the time of receipt by the
      Trustees as long as they may deem advisable, without liability for any
      loss resulting from lack of diversification. The Trustees shall be
      absolved and exonerated from any individual responsibility for any loss
      which may result to the trust in connection with their retention of any
      stock of Sequa Corporation.

                    B.  To invest and reinvest any funds in the trust created
      hereby in any property, real or personal, of any kind or nature,
      including, without limitation, stocks, whether common or preferred, or
      otherwise, bonds, secured or unsecured obligations, mortgages, other
      securities, and interests in any of the foregoing, improved or unimproved
      real property or tangible personal property 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, without being
      limited or restricted to investments prescribed or authorized for trustees
      by the laws of New York or any other state.

                    C.  To sell, exchange, partition or otherwise dispose of,
      any property, real or personal, which may at any time form part of the
      trust created hereby.

                    D.  To borrow money in connection with the administration of
      the trust created hereby; to execute promissory notes or other obligations
      for




      amounts so borrowed or for the purchase of any property acquired by them,
      and to secure payment of any such amounts by mortgage or pledge of any
      real or personal property which may at any time form part of the trust
      created hereby.

                    E.  To make loans in such amounts, upon such terms, secured
      or unsecured, at such rates of interest, and to such persons, firms or
      corporations as they may deem advisable.

                    F.  To renew or extend the time of payment of any
      obligation, secured or unsecured, payable to the trust created hereby for
      as long a period or periods of time and on such terms as they may
      determine; and to adjust, settle, compromise and arbitrate claims or
      demands in favor of or against the trust created hereby.

                    G.  In respect of any securities forming a part of the trust
      created hereby, including but not limited to the stock of Sequa
      Corporation which is contributed to the trust, to vote upon any
      proposition or election at any meeting, and to grant proxies to vote at
      any such meetings; to join in or become a party to any reorganization,
      readjustment, merger, voting trust, consolidation or exchange, and to
      deposit any such securities with any committee, depositary, trustee or
      otherwise, and to pay out of the trust any fees, expenses and assessments
      incurred in connection therewith, and to charge the same to principal; to
      exercise conversion, subscription or other rights, or to sell or abandon
      such rights, and to hold any new securities issued as a result of any such
      readjustment, merger, voting trust, consolidation, exchange or exercise of
      conversion, subscription or other rights.




                    H.  Whenever they are required or permitted to divide or
      distribute the trust created hereby, to make such division or distribution
      in kind or in money, or in part kind and in part money, without the
      consent of any beneficiary.

                    I.  The powers herein granted to the Trustees are intended
      to allow the Trustees to exercise the powers and discretion herein
      conferred as fully and unrestrictedly as if there were no such conflicting
      interests. The Grantor therefore expressly exempts the Trustees from the
      adverse operation of any rule of law that might otherwise apply to them in
      the performance of their fiduciary duties by reason of conflict of
      interest and specifically directs that they shall not have any greater
      burden to justify their acts as Trustees by reason of conflict of interest
      than they would have in the absence of any conflict.

            SEVENTH: Any Trustee hereunder at any time may resign as Trustee
without the permission of any court and without first accounting for his
proceedings as such Trustee, by executing an instrument in writing to that
effect and delivering the same to the other Trustee or Trustees, if any; to any
person who shall be successor to the Trustee so resigning; and to the person or
persons who are then entitled or eligible to receive the income of such trust or
to the guardian or guardians of any such person or persons who may then be under
disability, but such resignation shall not operate to relieve such Trustee of
his obligation ultimately to account for his proceedings as such Trustee.

                    If any Trustee is under a legal disability or by reason of
illness or mental or physical disability is, in the written opinion of two
physicians then practicing medicine, unable to properly manage his or her
affairs, he or she shall be deemed




incapacitated for the purposes of this Indenture. Any Trustee deemed
incapacitated under the previous sentence shall be deemed rehabilitated when he
or she is no longer under a legal disability or when, in the written opinion of
two physicians then practicing medicine, he or she is able to properly manage
his or her affairs. Upon rehabilitation, the individual shall resume the duties
and powers he or she had prior to incapacity and his or her successor or
substitute Trustee shall relinquish all powers and be relieved of all duties.

            EIGHTH: The persons acting as Trustees hereunder, by a written
instrument signed and acknowledged by all Trustees then acting, are authorized
at any time to designate an individual or a series of individuals to act as
substitute or successor to any Trustee who shall die, resign, or cease to act as
Trustee for any reason. Except in the case of the Article "SECOND" Trust and the
"Article "THIRD" Trust, in the event there is a single Trustee acting hereunder
at any time, such Trustee shall appoint, by a duly signed and acknowledged
written instrument, a co-Trustee to act with him or her so that there are at
least two Trustees acting hereunder at all times. Only the Grantor's issue, who
is not the issue of any acting Trustee, may be appointed as a substitute or
successor Trustee. Any appointment of a successor or substitute Trustee pursuant
to this Article may be revoked or changed prior to its becoming effective. No
bond or other security shall be required of any Trustee or successor or
substitute Trustee. The Grantor and his wife, MARJORIE ALEXANDER, shall not
serve as Trustees hereunder.

                    No Trustee acting hereunder shall be entitled to
compensation for services as Trustee, but each Trustee shall be entitled to
reimbursement for expenses incurred in performing those services.




                    When more than one Trustee is acting hereunder, any Trustee
may, by a signed and acknowledged written instrument filed with the trust
records and delivered to the other Trustee or Trustees, delegate to any other
Trustee from time to time the exercise of all or any of the powers conferred by
this agreement, and during any period while such delegation is in effect, such
delegating Trustee shall have no further responsibility with respect to the
exercise of such powers. Any such delegation may be revoked by such delegating
Trustee by a signed and acknowledged written instrument so filed and delivered.

                    When more than one Trustee is acting hereunder, any
instrument to be executed on behalf of the Trustees, including any check issued
by or to the order of the Trustees, may be made, executed, signed, endorsed or
delivered by one of the Trustees, and any person, firm or corporation, including
any bank, may rely upon and shall be protected in relying upon the signature of
any Trustee so signing with the same force and effect as though all Trustees had
signed.

                    All persons dealing with the Trustees, and all other persons
relying upon or claiming under any instrument executed by the Trustees with
respect to any trust property, shall be entitled to rely conclusively upon a
Trustee's representations that the Trustee has the power to perform any act and
to execute any instrument and to consummate any transaction, that the trust is
in full force and effect, and that any instrument is executed in accordance with
the provisions of this trust and is binding upon all Trustees and beneficiaries
hereunder. No person dealing with the Trustees shall be obligated to see to the
application of any property paid or otherwise transferred to the




Trustees, to see that the terms of the trust have been complied with, to inquire
into the necessity or advisability of any act of the Trustees, or to inquire, or
be privileged to inquire, into any other matter.

                    The Trustees in carrying out their powers and performing
their duties may act in their discretion and shall be personally liable only for
fraud or acts or omissions in bad faith. The Trustees, however, shall never have
personal liability for making or failing to make any discretionary distributions
to any beneficiary or any election under any tax law. The Trustees shall not
personally be liable for any act or omission of any agent or employee of the
Trustees unless the Trustees have acted in bad faith in the selection and
retention of such agent or employee. Any action undertaken by the Trustees shall
be conclusive and binding upon all beneficiaries hereunder, whether present or
future. No Trustee shall be liable for the acts or defaults of a co-Trustee.

                    Any successor or substitute Trustee at any time acting shall
have all of the rights, powers, duties and obligations of the original Trustees.
No bond or other security shall be required of any Trustee or successor or
substitute Trustee.

            NINTH: Any references in this Indenture to the "issue", "children",
"grandchildren" and "descendants" of the Grantor shall not include the Grantor's
daughter, LESLIE ALEXANDER, or any of her issue.

            TENTH: No beneficiary shall, at any time, have the right to pledge
or assign any of the payments which may become due to him or her from time to
time, whether on account of principal or income, and any attempted pledge or
assignment shall




be ignored by the Trustees nor shall any principal or income be subject to
attachment, garnishment or any other legal proceedings while in the hands of the
Trustees.

            ELEVENTH: The Grantor declares that the trust hereby created is
irrevocable and that this Indenture may not be altered, amended or modified. The
Grantor shall have the right and power at any time to reacquire any asset of the
trust if he shall simultaneously substitute therefor other property having an
equivalent value. This power shall be exercisable by the Grantor in a
nonfiduciary capacity and without the consent of any person in a fiduciary
capacity.

            TWELFTH: The trust created herein shall be governed by and construed
in all respects in accordance with the laws of the State of New York. The
Trustees shall not be required to account in any court outside of New York
State.

            THIRTEENTH: This instrument may be executed in two or more
counterparts, all of which, when taken together, shall constitute a single
instrument.

            FOURTEENTH: The Trustees, by joining in the execution of this
instrument, signify their acceptance of the said trust and agree to execute the
same in accordance with the terms of this Indenture.

            IN WITNESS WHEREOF, the parties hereto have set their respective
hands as of the day and year first above written.


                                             /s/ Norman E. Alexander
                                                 -------------------
                                             NORMAN E. ALEXANDER, Grantor


                                             /s/ Gail Binderman
                                                 --------------
                                             GAIL BINDERMAN, Trustee


                                             /s/ Mark Alexander
                                                 --------------
                                             MARK ALEXANDER, Trustee


                                             /s/ Sharon Zoffness
                                                 ---------------
                                             SHARON ZOFFNESS, Trustee




                                   SCHEDULE A
                                   ----------


                          Property Contributed to Trust
                          -----------------------------


125,385 shares of Class A Common Stock, no par value, of Sequa Corporation




STATE OF NEW YORK )
                  ) ss.:
COUNTY OF         )

            On the 13th day of July, in the year 2005, before me, the
undersigned, personally appeared NORMAN E. ALEXANDER, known to me or proved to
me on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his capacity, and that by his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.


                                             /s/ Daniel A. Golub
                                                 -------------------------------
                                             Notary Public




STATE OF NEW YORK )
                  ) ss.:
COUNTY OF         )

            On the 6th day of July, in the year 2005, before me, the
undersigned, personally appeared MARK ALEXANDER, known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.


                                             /s/ Joel Slutsky
                                                 -------------------------------
                                             Notary Public




STATE OF NEW YORK )
                  ) ss.:
COUNTY OF         )

            On the 11 day of July, in the year 2005, before me, the undersigned,
personally appeared SHARON ZOFFNESS, known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that she executed the same in her
capacity, and that by her signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.


                                             /s/ Maryann Prata
                                                 -------------------------------
                                             Notary Public
EX-99.4 5 file5.htm INDENTURE DATED JULY 13, 2005 


            I N D E N T U R E made the 13th day of July, 2005, by and between
NORMAN E. ALEXANDER, having an office at 200 Park Avenue, New York, New York
(sometimes hereinafter referred to as the "Grantor"), and GAIL BINDERMAN,
residing at 31 Monroe Avenue, Larchmont, New York, MARK ALEXANDER, residing at
25 Rockledge Avenue, Apartment PH 16 East, White Plains, New York, and SHARON
ZOFFNESS, residing at 16 Broadmoor Road, Scarsdale, New York, (sometimes
hereinafter referred to as the "Trustees").

                              W I T N E S S E T H :

            WHEREAS, the Grantor desires to create a trust of the property and
for the purposes hereinafter mentioned,

            NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Grantor shall fund this Trust by transferring to
the Trustees property to be listed in a Schedule A to be annexed hereto
("Funding"), and upon receipt of such Funding, the Trustees agree to hold such
property, IN TRUST, NEVERTHELESS, for the uses and purposes, for the term, and
subject to the provisions, conditions, powers and agreements hereinafter set
forth:

            FIRST: From the date of Funding until the second anniversary
thereafter, the Trustees shall pay the Annuity Amount (as hereinafter defined)
to the Grantor, or if the Grantor is not living, to the legal representatives of
the Grantor's estate. The Annuity Amount shall be paid annually on the day
preceding the month and day of Funding for each year during the trust term and
on the last day of the trust term. The




Annuity Amount for each year shall be the following percentages of the initial
fair market value, as of the date of Funding of the assets contributed to the
trust as finally determined for federal gift tax purposes.

                 Year in Which            Percentage of Initial
            Anniversary Date Falls          Fair Market Value
            ----------------------        ---------------------
                     2006                       48.71392%
                     2007                       58.45670%

                    In any event, the Annuity Amount for any year shall be paid
not later than 105 days after the scheduled payment date for such year as
hereinabove provided. The Annuity Amount shall be paid from income and, to the
extent income is not sufficient, from principal. Any income not so paid shall be
added to principal. Payments of the Annuity Amount for a period of less than a
full year shall be prorated on a daily basis.

                    No additional contributions shall be made to the trust. The
interest of the Grantor shall not be subject to commutation. During the trust
term, no payment shall be made to any person other than the Grantor (or the
Grantor's estate). The Trustees shall not issue a note, other debt instrument,
option or other similar financial arrangement in satisfaction of the annuity
payment obligation. If an incorrect payment of the Annuity Amount is made, the
Trustees shall, promptly after the error is discovered, pay to the Grantor or
the Grantor's estate in the case of an underpayment or collect from the Grantor
or the Grantor's estate in the case of an overpayment, an amount equal to the
difference between the amount which the Trustees should have paid the Grantor or
the Grantor's estate and the amount which the Trustees paid the Grantor or the
Grantor's estate. The fiscal year of the trust shall be the calendar year.




                    The Grantor intends to create a trust in which the Grantor
retains the right to receive a "qualified interest," as defined in section
2702(b)(1) of the Internal Revenue Code and the Regulations thereunder, and this
Indenture shall be so interpreted and may be so amended by the Trustees in order
to so qualify.

                    Upon the expiration of the trust term, the Trustees shall
divide and set apart the then principal and any undistributed income of this
Trust (other than any amount distributable to the Grantor or the Grantor's
estate pursuant to the preceding paragraphs of this Article) into three (3)
equal shares. One (1) share shall be paid to each of GAIL BINDERMAN, MARK
ALEXANDER and SHARON ZOFFNESS, if they are then living; provided, however, that
if any of GAIL BINDERMAN, MARK ALEXANDER or SHARON ZOFFNESS is not then living
but has issue then living, then his or her share shall be paid to such issue in
equal shares per stirpes; provided further, however, that the Trustee
hereinafter named shall hold, manage, invest and reinvest each share or portion
thereof payable to the Grantor's grandson, BENJAMIN ZOFFNESS, IN TRUST, and
such share or portion thereof shall constitute a separate trust and shall be
disposed of in accordance with the provisions of Article "SECOND" hereof
(hereinafter referred to as the "Article 'SECOND' Trust"), and the Trustee
hereinafter named shall hold, manage, invest and reinvest each share or portion
thereof payable to the Grantor's granddaughter, DEBORAH BINDERMAN, IN TRUST,
and such share or portion thereof shall constitute a separate trust and shall be
disposed of in accordance with the provisions of Article "THIRD" hereof
(hereinafter referred to as the "Article 'THIRD' Trust").




            SECOND: Property directed to be disposed of as provided in this
Article "SECOND" shall be disposed of as follows:

                    A.  During the lifetime of the Grantor's grandson, BENJAMIN
ZOFFNESS (hereinafter referred to as the "beneficiary"), the Trustee, at any
time and from time to time, may pay to or apply for the benefit of the
beneficiary so much, all or none of the net income and principal of the trust as
the Trustee, in his sole and absolute discretion, shall deem necessary or
advisable.

                    B.  Upon the death of the beneficiary, the then principal
and undistributed income, if any, of the trust shall be paid to the then living
issue of such beneficiary, in equal shares, per stirpes. If there are no such
issue of the beneficiary then living, the same shall be paid to the then living
issue of the Grantor's most remote descendant who is an ancestor of the deceased
beneficiary and who has issue then living, in equal shares, per stirpes, or if
none, to the Grantor's then living issue, in equal shares, per stirpes;
provided, however, any property which would otherwise pass outright under this
clause to a beneficiary for whom a trust is being held under Article "THIRD"
shall be added to the principal of such trust, to be administered and disposed
of as part thereof.

            THIRD: Property directed to be disposed of as provided in this
Article "THIRD" shall be disposed of as follows:

                    A.  During the lifetime of the Grantor's granddaughter,
DEBORAH BINDERMAN (hereinafter referred to as the "beneficiary"), the Trustee,
at any time and from time to time, may pay to or apply for the benefit of the
beneficiary so much, all or none of the net income and principal of the trust as
the Trustee, in his sole and absolute discretion, shall deem necessary or
advisable.




                    B.  Upon the death of the beneficiary, the then principal
and undistributed income, if any, of the trust shall be paid to the then living
issue of such beneficiary, in equal shares, per stirpes. If there are no such
issue of the beneficiary then living, the same shall be paid to the then living
issue of the Grantor's most remote descendant who is an ancestor of the deceased
beneficiary and who has issue then living, in equal shares, per stirpes, or if
none, to the Grantor's then living issue, in equal shares, per stirpes;
provided, however, any property which would otherwise pass outright under this
clause to a beneficiary for whom a trust is being held under Article "SECOND"
shall be added to the principal of such trust, to be administered and disposed
of as part thereof.

            FOURTH: A.  The Grantor nominates his grandson, DANIEL BINDERMAN, as
Trustee of the Article "SECOND" Trust. If the Grantor's grandson, DANIEL
BINDERMAN, is not then living, or fails to qualify or, having qualified, ceases
to act as Trustee for any reason whatsoever, then the Grantor nominates the
Grantor's granddaughters, RACHEL ZOFFNESS and COURTNEY ZOFFNESS, in his place
and stead.

                    B.  The Grantor nominates the Grantor's son, MARK ALEXANDER,
as Trustee of the Article "THIRD" Trust. If the Grantor's son, MARK ALEXANDER,
is not then living, or fails to qualify or, having qualified, ceases to act as
Trustee for any reason whatsoever, then the Grantor nominates the Grantor's
grandson, DANIEL BINDERMAN, in his place and stead.

            FIFTH: With respect to any property distributable absolutely to an
infant remainderman, the Trustees in their sole and absolute discretion are
authorized to retain




possession of and manage the same during such infant's minority, with all the
rights, powers and compensation of the 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 upon his 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.

                    In determining the amount of income or principal applicable
to the use of an infant, the Trustees are authorized 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; (2) to the parent or parents of such infant (whether or not legally
appointed his or her Guardian); (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.

            SIXTH: The Trustees shall have the following power and authority,
which shall be deemed supplemental to and not exclusive of the general powers
and authority of trustees pursuant to law and which may be exercised by them at
any time and from time to time as they in their absolute discretion deem
advisable:




                    A.  To hold and retain all or any part of the trust created
      hereby in the form in which the same may be at the time of receipt by the
      Trustees as long as they may deem advisable, without liability for any
      loss resulting from lack of diversification. The Trustees shall be
      absolved and exonerated from any individual responsibility for any loss
      which may result to the trust in connection with their retention of any
      stock of Sequa Corporation.

                    B.  To invest and reinvest any funds in the trust created
      hereby in any property, real or personal, of any kind or nature,
      including, without limitation, stocks, whether common or preferred, or
      otherwise, bonds, secured or unsecured obligations, mortgages, other
      securities, and interests in any of the foregoing, improved or unimproved
      real property or tangible personal property 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, without being
      limited or restricted to investments prescribed or authorized for trustees
      by the laws of New York or any other state.

                    C.  To sell, exchange, partition or otherwise dispose of,
      any property, real or personal, which may at any time form part of the
      trust created hereby.

                    D.  To borrow money in connection with the administration of
      the trust created hereby; to execute promissory notes or other obligations
      for




      amounts so borrowed or for the purchase of any property acquired by them,
      and to secure payment of any such amounts by mortgage or pledge of any
      real or personal property which may at any time form part of the trust
      created hereby.

                    E.  To make loans in such amounts, upon such terms, secured
      or unsecured, at such rates of interest, and to such persons, firms or
      corporations as they may deem advisable.

                    F.  To renew or extend the time of payment of any
      obligation, secured or unsecured, payable to the trust created hereby for
      as long a period or periods of time and on such terms as they may
      determine; and to adjust, settle, compromise and arbitrate claims or
      demands in favor of or against the trust created hereby.

                    G.  In respect of any securities forming a part of the trust
      created hereby, including but not limited to the stock of Sequa
      Corporation which is contributed to the trust, to vote upon any
      proposition or election at any meeting, and to grant proxies to vote at
      any such meetings; to join in or become a party to any reorganization,
      readjustment, merger, voting trust, consolidation or exchange, and to
      deposit any such securities with any committee, depositary, trustee or
      otherwise, and to pay out of the trust any fees, expenses and assessments
      incurred in connection therewith, and to charge the same to principal; to
      exercise conversion, subscription or other rights, or to sell or abandon
      such rights, and to hold any new securities issued as a result of any such
      readjustment, merger, voting trust, consolidation, exchange or exercise of
      conversion, subscription or other rights.




                    H.  Whenever they are required or permitted to divide or
      distribute the trust created hereby, to make such division or distribution
      in kind or in money, or in part kind and in part money, without the
      consent of any beneficiary.

                    I.  The powers herein granted to the Trustees are intended
      to allow the Trustees to exercise the powers and discretion herein
      conferred as fully and unrestrictedly as if there were no such conflicting
      interests. The Grantor therefore expressly exempts the Trustees from the
      adverse operation of any rule of law that might otherwise apply to them in
      the performance of their fiduciary duties by reason of conflict of
      interest and specifically directs that they shall not have any greater
      burden to justify their acts as Trustees by reason of conflict of interest
      than they would have in the absence of any conflict.

            SEVENTH: Any Trustee hereunder at any time may resign as Trustee
without the permission of any court and without first accounting for his
proceedings as such Trustee, by executing an instrument in writing to that
effect and delivering the same to the other Trustee or Trustees, if any; to any
person who shall be successor to the Trustee so resigning; and to the person or
persons who are then entitled or eligible to receive the income of such trust or
to the guardian or guardians of any such person or persons who may then be under
disability, but such resignation shall not operate to relieve such Trustee of
his obligation ultimately to account for his proceedings as such Trustee.

                    If any Trustee is under a legal disability or by reason of
illness or mental or physical disability is, in the written opinion of two
physicians then practicing medicine, unable to properly manage his or her
affairs, he or she shall be deemed




incapacitated for the purposes of this Indenture. Any Trustee deemed
incapacitated under the previous sentence shall be deemed rehabilitated when he
or she is no longer under a legal disability or when, in the written opinion of
two physicians then practicing medicine, he or she is able to properly manage
his or her affairs. Upon rehabilitation, the individual shall resume the duties
and powers he or she had prior to incapacity and his or her successor or
substitute Trustee shall relinquish all powers and be relieved of all duties.

            EIGHTH: The persons acting as Trustees hereunder, by a written
instrument signed and acknowledged by all Trustees then acting, are authorized
at any time to designate an individual or a series of individuals to act as
substitute or successor to any Trustee who shall die, resign, or cease to act as
Trustee for any reason. Except in the case of the Article "SECOND" Trust and the
"Article "THIRD" Trust, in the event there is a single Trustee acting hereunder
at any time, such Trustee shall appoint, by a duly signed and acknowledged
written instrument, a co-Trustee to act with him or her so that there are at
least two Trustees acting hereunder at all times. Only the Grantor's issue, who
is not the issue of any acting Trustee, may be appointed as a substitute or
successor Trustee. Any appointment of a successor or substitute Trustee pursuant
to this Article may be revoked or changed prior to its becoming effective. No
bond or other security shall be required of any Trustee or successor or
substitute Trustee. The Grantor and his wife, MARJORIE ALEXANDER, shall not
serve as Trustees hereunder.

                    No Trustee acting hereunder shall be entitled to
compensation for services as Trustee, but each Trustee shall be entitled to
reimbursement for expenses incurred in performing those services.




                    When more than one Trustee is acting hereunder, any Trustee
may, by a signed and acknowledged written instrument filed with the trust
records and delivered to the other Trustee or Trustees, delegate to any other
Trustee from time to time the exercise of all or any of the powers conferred by
this agreement, and during any period while such delegation is in effect, such
delegating Trustee shall have no further responsibility with respect to the
exercise of such powers. Any such delegation may be revoked by such delegating
Trustee by a signed and acknowledged written instrument so filed and delivered.

                    When more than one Trustee is acting hereunder, any
instrument to be executed on behalf of the Trustees, including any check issued
by or to the order of the Trustees, may be made, executed, signed, endorsed or
delivered by one of the Trustees, and any person, firm or corporation, including
any bank, may rely upon and shall be protected in relying upon the signature of
any Trustee so signing with the same force and effect as though all Trustees had
signed.

                    All persons dealing with the Trustees, and all other persons
relying upon or claiming under any instrument executed by the Trustees with
respect to any trust property, shall be entitled to rely conclusively upon a
Trustee's representations that the Trustee has the power to perform any act and
to execute any instrument and to consummate any transaction, that the trust is
in full force and effect, and that any instrument is executed in accordance with
the provisions of this trust and is binding upon all Trustees and beneficiaries
hereunder. No person dealing with the Trustees shall be obligated to see to the
application of any property paid or otherwise transferred to the




Trustees, to see that the terms of the trust have been complied with, to inquire
into the necessity or advisability of any act of the Trustees, or to inquire, or
be privileged to inquire, into any other matter.

                    The Trustees in carrying out their powers and performing
their duties may act in their discretion and shall be personally liable only for
fraud or acts or omissions in bad faith. The Trustees, however, shall never have
personal liability for making or failing to make any discretionary distributions
to any beneficiary or any election under any tax law. The Trustees shall not
personally be liable for any act or omission of any agent or employee of the
Trustees unless the Trustees have acted in bad faith in the selection and
retention of such agent or employee. Any action undertaken by the Trustees shall
be conclusive and binding upon all beneficiaries hereunder, whether present or
future. No Trustee shall be liable for the acts or defaults of a co-Trustee.

                    Any successor or substitute Trustee at any time acting shall
have all of the rights, powers, duties and obligations of the original Trustees.
No bond or other security shall be required of any Trustee or successor or
substitute Trustee.

            NINTH: Any references in this Indenture to the "issue", "children",
"grandchildren" and "descendants" of the Grantor shall not include the Grantor's
daughter, LESLIE ALEXANDER, or any of her issue.

            TENTH: No beneficiary shall, at any time, have the right to pledge
or assign any of the payments which may become due to him or her from time to
time, whether on account of principal or income, and any attempted pledge or
assignment shall




be ignored by the Trustees nor shall any principal or income be subject to
attachment, garnishment or any other legal proceedings while in the hands of the
Trustees.

            ELEVENTH: The Grantor declares that the trust hereby created is
irrevocable and that this Indenture may not be altered, amended or modified. The
Grantor shall have the right and power at any time to reacquire any asset of the
trust if he shall simultaneously substitute therefor other property having an
equivalent value. This power shall be exercisable by the Grantor in a
nonfiduciary capacity and without the consent of any person in a fiduciary
capacity.

            TWELFTH: The trust created herein shall be governed by and construed
in all respects in accordance with the laws of the State of New York. The
Trustees shall not be required to account in any court outside of New York
State.

            THIRTEENTH: This instrument may be executed in two or more
counterparts, all of which, when taken together, shall constitute a single
instrument.

            FOURTEENTH: The Trustees, by joining in the execution of this
instrument, signify their acceptance of the said trust and agree to execute the
same in accordance with the terms of this Indenture.

            IN WITNESS WHEREOF, the parties hereto have set their respective
hands




as of the day and year first above written.


                                             /s/ Norman E. Alexander
                                             -----------------------------------
                                             NORMAN E. ALEXANDER, Grantor


                                             /s/ Gail Binderman
                                             -----------------------------------
                                             GAIL BINDERMAN, Trustee


                                             /s/ Mark Alexander
                                             -----------------------------------
                                             MARK ALEXANDER, Trustee


                                             /s/ Sharon Zoffness
                                             -----------------------------------
                                             SHARON ZOFFNESS, Trustee




                                   SCHEDULE A
                                   ----------


                          Property Contributed to Trust
                          -----------------------------


57,702 shares of Class B Common Stock, no par value, of Sequa Corporation




STATE OF NEW YORK   )
                    ) ss.:
COUNTY OF NEW YORK  )

            On the 13th day of July, in the year 2005, before me, the
undersigned, personally appeared NORMAN E. ALEXANDER, known to me or proved to
me on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his capacity, and that by his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.


                                             /s/ Daniel A. Golub
                                             -----------------------------------
                                             Notary Public




STATE OF NEW YORK       )
                        : ss.:
COUNTY OF WESTCHESTER   )

            On the 6th day of July, in the year 2005, before me, the
undersigned, personally appeared MARK ALEXANDER, known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.


                                             /s/ Joel Slutsky
                                             -----------------------------------
                                             Notary Public




STATE OF NEW YORK       )
                        : ss.:
COUNTY OF WESTCHESTER   )

            On the 11th day of July, in the year 2005, before me, the
undersigned, personally appeared SHARON ZOFFNESS, known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and acknowledged to me that she executed the same in
her capacity, and that by her signature on the instrument, the individual, or
the person upon behalf of which the individual acted, executed the instrument.


                                             /s/ MaryAnn Prata
                                             -----------------------------------
                                             Notary Public
EX-99.5 6 file6.htm JOINT FILING AGREEMENT 
.2


                             Joint Filing Agreement

         In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, the persons named below agree to the joint filing on behalf of each of
them of a Statement on Schedule 13D (including amendments thereto) with respect
to the Class B Common Stock of Sequa Corporation, and further agree that this
Joint Filing Agreement be included as an exhibit to such joint filing. In
evidence thereof, the undersigned, being duly authorized, hereby execute this
Agreement this 29th day of January, 2007.

Date: January 29, 2007



                                       /s/  Marjorie Alexander
                                       -------------------------
                                       Marjorie Alexander

                                       /s/ Gail Binderman
                                       -------------------------
                                       Gail Binderman

                                       /s/ Mark Alexander
                                       -------------------------
                                       Mark Alexander

                                       /s/ Sharon Zoffness
                                       -------------------------
                                       Sharon Zoffness

                                       Gail Binderman, Mark Alexander and
                                       Sharon Zoffness as Trustees u/i dtd
                                       July 13, 2005

                                       By:      /s/ Gail Binderman
                                                -------------------------
                                                Gail Binderman
                                                Trustee

                                       Gail Binderman, Mark Alexander and
                                       Sharon Zoffness as Trustees u/i dtd
                                       July 13, 2005

                                       By:      /s/ Gail Binderman
                                                -------------------------
                                                Gail Binderman
                                                Trustee







                                       FIFTY BROAD STREET, INC.
                                       By:      /s/ Gail Binderman
                                                -------------------------
                                                Gail Binderman
                                                Vice President

                                       FORFED CORPORATION
                                       By:      /s/ Gail Binderman
                                                -------------------------
                                                Gail Binderman
                                                Vice President

                                       42 NEW STREET, INC.
                                       By:      /s/ Gail Binderman
                                                -------------------------
                                                Gail Binderman
                                                Vice President

                                       YOUANDI CORP.
                                       By:      /s/ Gail Binderman
                                                -------------------------
                                                Gail Binderman
                                                Vice President

                                       COURTNEY CORPORATION
                                       By:      /s/ Gail Binderman
                                                -------------------------
                                                Gail Binderman
                                                Vice President
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