Blind Trust Agreement

Blind Trust Agreement for Private Individual as Opposed to Government Official

This Trust Agreement is made on , between

, of , hereinafter called the Trustor, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Trustee.

Trustor, therefore, hereby delivers to the Trustee, and the Trustee hereby acknowledges receipt of, the property listed in annexed Schedule A, subject to the provisions of this Trust, and other applicable Federal laws, State Laws, and Federal and State regulations.

The primary purpose of this Trust is to confer on the Trustee the sole responsibility to administer the Trust and to manage Trust assets without the participation by, or the knowledge of, any interested party. This includes the duty to decide when and to what extent the original assets are to be sold or disposed of and in what investments the proceeds of sale are to be reinvested. The term interested party as used in this Trust means the Trustor, his spouse, any minor or dependent child, and their representatives.

Trustor and the Trustee agree as follows:

Article I

This Trust shall terminate upon the first to occur of the following:

A. Trustor giving Trustee written notice directing that this Trust be terminated or revoked; or

B. Trustor's death or incompetence.

The period between the date of this Agreement and the termination of the Trust shall be called the Trust Term.

Article II

The Trustee in the exercise of its authority and discretion to manage and control the assets of this Trust shall not consult or notify any interested party except as particularly required or allowed herein.

Article III

A. None of the assets initially placed in Trust hereunder, as listed in annexed Schedule A, is prohibited as a holding by any interested party and/or applicable Federal laws, State Laws, and Federal and State regulations.

B. Each asset listed in annexed Schedule A is free of any restriction with respect to its transfer or sale, except as fully described in such Schedule A.

C. During the Trust Term, the interested parties shall not pledge, mortgage, or otherwise encumber their interests in the property held in Trust hereunder.

D. The Trustee shall not knowingly or negligently disclose to the public or to any interested party any information as to the acquisition, retention, or disposition of any particular securities or other Trust property; except that, the Trustee shall promptly notify the Trustor when the holdings of any particular asset transferred to the Trust by any interested party have been completely disposed of or when the value of that asset becomes less than .

E. The income tax return of the Trust shall be prepared by the Trustee, and such return and any information relating thereto (other than the Trust income summarized in appropriate categories necessary to complete an interested party's tax return), shall not be disclosed publicly or to any interested party. To effectuate the provisions of this Article, the Trustee shall use its best efforts to provide the interested party, promptly after the close of each taxable year of the Trust during the Trust Term, with that information concerning the Trust, including information on income, expenses, capital gains and capital losses, which is necessary for the interested party to prepare and file tax returns required by the laws of the United States and the laws of any State, district or political subdivision; provided however, that in no event shall the Trustee disclose publicly or to any interested party any information whatsoever which might identify the securities or other property which comprise the assets of the Trust or identify the securities or other property which have been sold from the assets of the Trust.

F. An interested party shall not receive any report on the holdings and sources of income of the Trust; except that the Trustee shall:

1. Make quarterly reports of the aggregate market value of the assets representing such interested party's interest in the Trust,

2. Report the net income or loss of the Trust and make other reports necessary to enable the interested party to complete an individual tax return required by law and this Trust, and

3. Provide an annual report to Trustor of the aggregate amount of the Trust's income attributable to the Trust.

Article IV

With the exception of the provisions of Article III above, there shall be no direct or indirect communication between Trustor or any other interested party and the Trustee with respect to the Trust unless it relates only:

A. To a request for a distribution in cash or other unspecified assets of the Trust,

B. To the general financial interest and needs of the interested party (including, but not limited to, a preference for current income or long-term appreciation),

C. To the notification of the Trustee of a law or regulation subsequently applicable to the reporting individual which prohibits the interested party from holding an asset, which notification directs that the asset not be held by the Trust, or

D. To directions to the Trustee to sell all of an asset initially placed in the Trust by an interested party which in the determination of the Trustor creates a conflict of interest or the appearance thereof due to the subsequent assumption of duties by the Trustor (but any such direction is not required).

Article V

The interested parties shall not take any action to obtain, and shall take appropriate action to avoid receiving, information with respect to the holdings of, and the sources of income of, the Trust, including obtaining a copy of any Trust tax return filed by the Trustee or any information relating thereto, except for the reports and information specified in this Trust.

Article VI

The Trustee shall not knowingly or negligently:

A. Disclose any information to any interested party with respect to this Trust that may not be disclosed pursuant to any provision or requirement of this Trust,

B. Acquire any holding the ownership of which is prohibited by, or not in accordance with the terms of, this Trust,

C. Solicit advice from any interested party with respect to this Trust, which solicitation is prohibited by law or any provision of this Trust, or

D. Fail to file any document required by law.

Article VII

The Trustor shall not knowingly or negligently solicit or receive any information with respect to this Trust that may not be disclosed pursuant to any provision of this Trust.

Article VIII

Subject to such amounts as the Trustee may from time to time reserve for the payment of such income taxes as may be due and payable by the Trust, and for payment of expenses and compensation as provided for in this Trust, during the Trust Term the Trustee shall pay to the Trustor $ at the beginning of each month.

Article IX

In addition to the rights, duties, and powers conferred upon the Trustee by law, the Trustee shall have the following powers, rights, and discretion with respect to any Trust property held by it:

A. To sell, exchange, or otherwise dispose of the property in such manner and upon such terms as the Trustee in its sole discretion shall deem appropriate;

B. Except as limited by specific enumeration in this Trust agreement, to invest and reinvest the principal and any undistributed income, in property of any kind;

C. Except as limited by specific enumeration in this Trust agreement, to participate in any reorganization, consolidation, merger, or dissolution of any corporation having stocks, bonds or other securities which may be held at any time, to receive and hold any property which may be allocated or distributed to it by reason of participation in any such reorganization, consolidation, merger, or dissolution;

D. To exercise all conversion, subscription, voting, and other rights of whatsoever nature pertaining to any such property and to grant proxies, discretionary, or otherwise, with respect thereto;

E. To elect, appoint, and remove directors of any corporation, the stock of which shall constitute Trust property, and to act through its nominee as a director or officer of any such corporation;

F. Except as limited by specific enumeration in this Trust agreement, to manage, control, operate, convert, reconvert, invest, reinvest, sell, exchange, lease, mortgage, grant a security interest in, pledge, pool, or otherwise encumber and deal with the property of this Trust, for Trust purposes and in behalf of the Trust to the same extent and with the same powers that any individual would have with respect to his own property and funds;

G. Except as limited by specific enumeration in this Trust agreement, to borrow money from any person or corporation (including the Trustee hereunder) and for the purpose of securing the payment thereof, to pledge, mortgage, or otherwise encumber any and all such property for Trust purposes upon such terms, covenants, and conditions as it may deem proper and also to extend the time of payment of any loans or encumbrances which at any time may be encumbrances on any such property irrespective of by whom the same were made or where the obligations may or should ultimately be borne on such terms, covenants, and conditions as it may deem proper;

H. To register any property belonging to the Trust in the name of its nominee, or to hold the same unregistered, or in such form that title shall pass by delivery;

I. To abandon, settle, compromise, extend, renew, modify, adjust, or submit to arbitration in whole or in part and without the order or decree of any court any and all claims whether such claims shall increase or decrease the assets held under this Trust agreement;

J. To determine whether or to what extent receipts should be deemed income or principal, whether or to what extent expenditures should be charged against principal or income, and what other adjustments should be made between principal and income, provided that such adjustments shall not conflict with well-settled rules for the determination of principal and income adjustments, or the Uniform Principal and Income Act, if in effect in the State of ;

K. To determine whether or not to amortize bonds purchased at a premium;

L. Except to the extent otherwise expressly provided in this Trust agreement, to make distributions in kind or in cash or partly in each and for such purposes to fix, insofar as legally permissible, the value of any property;

M. To pay such persons employed by the Trustee to assist it in the administration of the Trust, including investment counsel, accountants, and those engaged for assistance in preparation of tax returns, such sums as the Trustee deems to be reasonable compensation for the services rendered by such persons. Such persons may rely upon and execute the written instructions of the Trustee, and shall not be obliged to inquire into the propriety thereof;

N. No person may be employed or consulted by the Trustee to assist it in any capacity in the administration of the Trust or the management and control of Trust assets, including investment counsel, investment advisers, accountants, and those engaged for assistance in preparation of tax returns, unless the following four conditions are met:

1. When an interested party learns about such employment or consultation, the person must sign the Trust instrument as a party;

2. Under all the facts and circumstances, the person is determined pursuant to the requirements for eligible entities to be independent of any interested party with respect to the Trust arrangement,

3. The person is instructed by the Trustee to make no disclosure publicly or to any interested party which might specifically identify current Trust assets or those assets which have been sold or disposed of from Trust holdings, and

4. The person is instructed by the Trustee to have no direct communication with any interested party, and that any indirect communication with an interested party shall be made only through the Trustee pursuant to the terms of this Trust;

O. Except as specifically limited in this Trust agreement, to do all such acts, take all such proceedings, and exercise all such rights and privileges, although not otherwise specifically mentioned in this Article, with relation to any such property, as if the Trustee were the absolute owner thereof, and in connection therewith to make, execute, and deliver any instruments and to enter into any covenants or agreements binding the Trust.

Article X

The Trustee shall not at any time be held liable for any action taken or not taken or for any loss or depreciation of the value of any property held in the Trust whether due to an error of judgment or otherwise where the Trustee has exercised good faith and ordinary diligence in the exercise of its duties such as would have been exercised by a prudent man.

Article XI

No Trustee hereunder shall be required, in any jurisdiction, to furnish any bond or other security, or to obtain the approval of any court before applying, distributing, selling, or otherwise dealing with property.

Article XII

Except as provided in this Trust, the Trustee shall make no accounting to the Trustor until the date of termination of this Trust, and, at such time, it shall be required to make full and proper accounting and turn over to the Trustor all assets of the Trust then held by it the said Trustee.

Article XIII

The Trustee shall be compensated in accordance with the table in the annexed Schedule B, or as provided for by the laws of the State of .

Article XIV

The Trustee (and any substitute or successor) shall have the right, by a duly acknowledged instrument delivered to the Trustor, to resign as Trustee in which event the Trustor shall designate and appoint a substitute or successor Trustee in its place and stead, which shall have all of the rights, powers, discretions, and duties conferred or imposed hereunder upon the original Trustee.

Article XV

The validity, construction, and administration of this Trust shall be governed by the laws of the State of .

WITNESS our signatures as of the day and date first above stated.

Attach Schedules

Acknowledgements (may vary by state)