Irrevocable Trust Agreement

General Form of Irrevocable Trust Agreement

Trust Agreement made on between , of , hereinafter called Trustor, and , of , hereinafter called Trustee.

1. Transfer in Trust

Trustor assigns, transfers, and conveys to Trustee the property described in Exhibit A, which is attached and incorporated by reference. Receipt of that property is acknowledged by Trustee. The described property, designated the Trust Estate, shall be held by Trustee in trust for the uses and purposes and on the terms and conditions set forth in this Agreement.

2. Disposition of Income and Principal

After paying the necessary expenses incurred in the management and investment of the Trust Estate, including compensation of Trustee for its own services, Trustee shall pay the net income of the Trust and distribute the principal of the Trust in the following manner:

3. Additions to Trust Estate

Trustor and any other person shall have the right at any time to add property acceptable to Trustee to this Trust. Such property, when received and accepted by Trustee, shall become part of the Trust Estate.

4. Irrevocability of Trust

This Trust shall be irrevocable and shall not be revoked or terminated by Trustor or any other person, nor shall it be amended or altered by Trustor or any other person.

5. Powers of Trustee

In addition to any powers given to it by law or otherwise, Trustee is authorized and empowered with respect to any property at any time held under any provision of this Agreement, including accumulated income, if any, and any property held pursuant to any power in Trust, and until the actual distribution of the property:

A. To sell on such terms and conditions as it in its sole discretion may determine.

B. To invest and reinvest in and to acquire by exchange or otherwise property of any character including stocks of any classification, obligations, or other property, real or personal, whether or not of the same kind, and participations in any common trust fund administered by Trustee, without regard to diversification and without being limited to the investments authorized by law for the investment of trust funds.

C. To retain property of any kind received by it without regard to diversification and without being limited to the investments authorized by law for the investment of trust funds.

D. To join in, consent to, or become a party to any reorganization, merger, consolidation, dissolution, readjustment, exchange, or other transaction and any plan or action under or in connection with the same; to deposit any such property with any protective, reorganizational, or similar committee; to delegate discretionary powers to the committee and to share in the payment of its expenses and compensation and to pay any assessments levied with respect to the property and to receive property under any reorganization, merger, consolidation, dissolution, readjustment, exchange or other transaction whether or not the same is authorized by law for the investment of trust funds.

E. 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 to those rights.

F. To make and retain joint investments and investments of undivided interests in any property, real or personal, whether or not all the property is held under this agreement and whether or not the provisions under which such other property is held are similar.

G. With respect to any real property (including real property acquired on foreclosure or by deed in lieu of foreclosure) at any time held under this agreement, to sell, exchange, partition, lease, sublease, mortgage, improve, or otherwise alter on such terms as it may deem proper, and to execute and deliver deeds, leases, mortgages, or other instruments relating to the real property. Any lease may be made for such period of time, including a lease beyond a -year period, as it may deem proper and without the approval of any court.

H. To extend the time of payment of any bond (or other obligation) and mortgage held by it, or of any installment of principal or interest or hold such bond (or other obligation) and mortgage after maturity as past due; to consent to the alteration or modification of any terms of the same, waive defaults in the performance of the terms of the same; to foreclose any such mortgage or compromise or settle claims under the mortgage; to take over, take title to, or manage the property, or any part of it, affected by any such mortgage, either temporarily or permanently, and in partial or complete satisfaction of any claim under the mortgage; to protect the property against or redeem it from foreclosure or nonpayment of taxes, assessments, or other liens; to insure, protect, maintain, and repair the property; and generally without limitation by the foregoing specification to exercise with respect to such bond (or other obligation) and mortgage on such property all rights and powers as may be exercised by a person owning similar property in his or her own right.

I. To borrow money to provide funds for any purpose without resorting to the sale of any assets; and for the purpose of securing the repayment of the borrowed money, to pledge, mortgage, or otherwise encumber any and all such property on 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.

J. Without limitation by the specification of the following, to exercise any and all the powers, authorities, and discretions provided in this agreement in respect of any shares of stock of Trustee and any successor corporation whether by merger, consolidation, reorganization, sale, or otherwise.

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

L. To distribute in cash or in kind or partly in cash and partly in kind.

6. Compensation of Trustee

Trustee shall be entitled to reasonable compensation from time to time for Trustee's ordinary services rendered under this Agreement, for any extraordinary services performed by Trustee, and for all services in connection with the termination of the Trust, either in whole or in part.

7. Successor Trustees

If resigns or is unable to continue to act as Trustee, of , is appointed as successor Trustee, and shall succeed as Trustee with like effect as though originally named as such in this Agreement. All authority and powers conferred on Trustee under this Agreement shall pass to as successor Trustee.

8. Invasion of Principal

In the event that the net income of this Trust is at any time insufficient to provide for the care, comfort, maintenance, and support of Beneficiaries, Trustee, in its uncontrolled discretion, may pay or apply for those purposes such sums from the principal of the Trust Estate as Trustee may deem proper, considering any other sources of income of Beneficiaries.

9. Allocation of Principal and Income

Except as otherwise specifically provided in this Agreement, Trustee shall have full power and authority to determine, in its absolute discretion, what shall constitute principal of the Trust Estate, gross income from the Trust Estate, and net income of the Trust Estate distributable under the terms of this Agreement.

10. Accounting

Trustee at any time shall be entitled to render to the current income beneficiary or beneficiaries of the Trust Estate an account of the acts of Trustee and transactions with respect to the income and principal of the Trust Estate from the date of the creation of the Trust or from the date of the last previous account of Trustee. The beneficiary or beneficiaries shall have full power and authority on behalf of all persons now or later interested in the trust to finally settle and adjust such account. Approval of the account by the beneficiary or beneficiaries shall constitute a full and complete discharge and release of Trustee from all further liability, responsibility, and accountability for or with respect to the acts and transactions of Trustee as set forth in the account, both as to income and principal.

11. Governing Law

The validity, construction, and effect of this agreement and of the trust created under it and its enforcement shall be determined by the laws of .

12. Binding Effect

This Agreement shall be binding on Trustor, Trustor's executor, administrator, successors and assigns, and Trustee and Trustee's successors and assigns.

Trustor and Trustee have executed this Agreement as of the day and year first above written.