Irrevocable Insurance Trusts

Irrevocable Life Insurance Trust

This Trust Agreement is made (date), between

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

The Grantor irrevocably transfers and delivers to the Trustee certain insurance policies described in Schedule A, which is attached and incorporated by this reference, to be held in trust. The Grantor has also irrevocably transferred to the Trustee certain other assets set forth in the attached Schedule B.

In consideration of the mutual covenants and agreements contained in this instrument, it is agreed that the Trustee shall hold and administer all assets which may come into this Trust in accordance with the terms, provisions, and conditions of this Trust Agreement.

I. General Provisions.

A. Irrevocability. This Trust Agreement shall be irrevocable. Neither the Grantor nor any other person shall have the right or power to alter, amend, or revoke any of the terms, conditions, or other provisions of this Trust in whole or in part.

B. Right to Add Property. The Grantor or any other person may at any time cause additional real or personal property to be added to the corpus of this Trust by deed, inter vivos transfer, last will and testament or otherwise. The Trustee shall hold, administer, and distribute all such additional property according to the terms and conditions of this Agreement.

C. Policies of Insurance.

1. The Trustee is vested by this Agreement with all right, title, and interest in and to any policy of insurance which has been or will be irrevocably assigned to the Trustee, and is authorized and empowered to exercise and enjoy, for the purposes of the Trust created by this instrument and as absolute owner of any policy of insurance, all of the options, benefits, rights, and privileges under any policy, including the right to borrow on and pledge the same for a loan or loans. Any insurance company which has or will issue a policy of insurance which becomes part of the Trust Estate is authorized and directed to recognize the Trustee as absolute owner of the policy, fully entitled to all options, rights, privileges, and interests under the policy. Any receipts, releases, and other instruments executed by the Trustee in connection with any policy shall be binding and conclusive on the insurance company and on all persons interested in this Trust. The Grantor relinquishes all rights and powers in any policy of insurance forming a part of the Trust Estate and will, at the request of the Trustee, execute any and all instruments reasonably required to effectuate this relinquishment.

2. The Trustee shall, to the extent the assets of the Trust permit, pay the premiums which may become due and payable under the provisions of any policy of insurance forming a part of the Trust Estate. If the assets of the Trust do not permit such payment of premiums, the Trustee shall be under no obligation to pay the premiums which may become due and payable under the provisions of any policy of insurance forming a part of this Trust Estate, or to make certain that the premiums are paid by the Grantor or others, or to notify any persons of the nonpayment of the premiums. The Trustee shall be under no responsibility or liability of any kind if the premiums are not paid, except that it shall apply any dividends received on any policy to the payment of premiums on the policy. On notice, at any time during the continuance of this Trust, that the premiums due on any policy are in default, or that premiums to become due will not be paid, by the Grantor, the Trustee, or any other person, the Trustee, in its sole discretion, may apply any cash values attributable to any policy to the purchase of paid-up insurance or of extended insurance, or may borrow on any policy for the payment of premiums due on the policy, or may accept cash values of any policy on its forfeiture. If the Grantor becomes totally and permanently disabled, within the meaning of any policy forming part of the Trust Estate, and as a result the payment of premiums or any of them shall during the pendency of the disability be waived, the Trustee, on receipt of such knowledge, shall promptly notify the insurance company which has issued any policy, and shall take any and all steps necessary to make such waiver of premium provision effective.

3. In the year of the creation of this Trust, and in every succeeding calendar year in which the Grantor shall transfer property to this Trust, the Trustee shall pay immediately to or for the benefit of each designated beneficiary of the Grantor, who personally or through his or her guardian shall request (in an instrument in writing deposited with the Trustee no later than days after notice is sent to the designated beneficiary or his or her representative that property has been transferred to this Trust) property of a value equal to (a) the value, as of the date of the transfer, of the property so transferred in the respective year divided by (b) the number of then designated beneficiaries of the Grantor; provided, however, that the total amount that may be so requested by the beneficiary in each calendar year shall not exceed the greater of $5,000 or the maximum gift-tax exclusion. The Trustee shall send a notice in writing by mail or deliver a notice personally to each designated beneficiary representative within days after it receives the transfer.

4. The Trustee shall be under no obligation or duty except: (1) those duties set forth in this Agreement; (2) the duty of safekeeping of any policy of insurance forming part of the Trust Estate; and (3) the duty to receive such sums as may be paid to it, in accordance with the requirements of this Trust, by the company issuing any such policy, or to hold and disburse such proceeds subject to the terms of this Agreement. On the death of the insured under any such policy, the Trustee shall make reasonable efforts to carry out the provisions of this Agreement, including the maintenance or defense of any suit; provided, however, it shall be under no duty to maintain or enter into any litigation unless its expenses, including counsel fees and costs, have been advanced or guaranteed in an amount and in a manner reasonably satisfactory to it. The Trustee may repay any advances made by it or reimburse itself for any such fees and costs out of any principal or income of this Trust.

D. Right to Loan Assets. The Trustee may, in its absolute and uncontrolled discretion, loan assets with adequate interest and security, as the Trustee determines, to the Estate of the Grantor, to the Estate of the Grantor's spouse, or to the Estate of any beneficiary of any Trust fund created by this Agreement. The propriety of the loan, the amount of the loan, and the interest chargeable, and the security for the loan shall be solely within the discretion of the Trustee. The Trustee shall incur no liability as a result of the loan or by the default in repayment of the loan in whole or in part.

II. Disposition of Trust Estate for Spouse of Grantor. During the Life of Grantor's Spouse:

A. The entire net income received by the Trustee (after payment of all administrative obligations or premiums on life-insurance policies, if any), shall be paid to or for the benefit of the spouse of the Grantor, if living, in monthly or other convenient installments during lifetime.

B. Furthermore, the Trustee is authorized to pay to, or for the benefit of, the Grantor's spouse and issue of the Grantor, such portions of the principal of this Trust, whether the whole or a lesser amount, as the Trustee shall, from time to time, determine to be necessary in its absolute and uncontrolled discretion for his or her health, maintenance, support, and education, in accordance with his or her station in life, due regard being given by the Trustee to the amount of income available to him or her from this Trust, and from sources other than this Trust. It is the Grantor's intention that the health, maintenance, and support of the Grantor's spouse shall be of primary concern, and the Trustee shall exercise its discretion in using principal for the Grantor's spouse in a reasonable manner consistent with maintaining the accustomed manner of living of the Grantor's spouse, considering all other beneficiaries of this Trust to be secondary and without liability to any other beneficiary for the use of principal for the Grantor's spouse.

III. Disposition of Trust Estate after Death of Spouse of Grantor.

A. Income and Principal to Grantor's Children. On the subsequent death of the spouse of the Grantor, if the Grantor predeceases, or on the death of the Grantor, if the spouse predeceases, the balance of this Trust shall be held and distributed as follows:

1. The Trustee shall divide the Trust assets for accounting purposes into as many equal shares as shall be equal to the number of children of the Grantor who are then living and the number of children of the Grantor who are deceased, leaving issue then surviving. The Trustee need not physically divide the Trust assets into shares, but may regard all shares as a single fund for investment purposes, if it desires. However, all distributions of income and principal shall be made to the beneficiaries of each share from the share created for his or her benefit.

2. After this Trust is divided into separate shares, the Trustee shall pay to or for the benefit of each child of the Grantor all of the net income derived from his or her respective share, in quarterly, annual, or other convenient installments, and so much of the principal of his or her respective share, from time to time, as it deems advisable in its absolute and uncontrolled discretion, for his or her health, maintenance, support, and education, until his or her respective share is distributed by way of final distribution. At any time after this Trust is divided into separate shares, the Trustee is authorized, if it considers it advisable to do so, to advance to the beneficiaries of each share sufficient amounts to enable them to marry, to purchase a home, to enter or purchase a business, to establish a professional office, to travel, to take postgraduate work, to purchase automobiles, and for other similar purposes.

3. When such child attains the age of years, the Trustee shall distribute to the child % of the balance of the principal of his or her share of the Trust Estate. When the child attains the age of years, the Trustee shall distribute to the child % of the balance of the principal of his or her share of the Trust Estate. When the child attains the age of years, the Trustee shall then distribute the remaining balance of his or her share of the Trust Estate.

4. If a share is created for the issue of any deceased child of the Grantor, or if any child of the Grantor dies before receiving all of the assets of his or her respective share leaving issue then surviving, the Trustee shall pay such parts of income and such parts of principal as the Trustee shall, from time to time, determine to be necessary for the health, maintenance, support, and education of the issue from his or her respective share, and then distribute the share of the deceased child of the Grantor, per stirpes, when the youngest living child of the deceased child of the Grantor reaches years of age.

5. If any child of the Grantor dies before receiving all of the assets of his or her respective share, without leaving issue surviving him or her, or if all of his or her issue shall die before final distribution of the share of the deceased child of the Grantor, the share of the deceased child of the Grantor shall be added equally to the shares of the other children of the Grantor (counting as one such share the share held for the issue of another deceased child of the Grantor), in equal proportions, to be held in Trust if the shares have not been distributed, or to be distributed outright to the Grantor's other children if their shares have already been distributed to them; or if the Grantor's other children have already received final distribution of his or her share or are no longer living, to the issue of such other deceased child of the Grantor, per stirpes.

6. The Grantor presently has children whose names and birthdates for purposes of this Trust are as follows:

However, this Trust shall also be for the benefit of other children of the Grantor who may be born or legally adopted by the Grantor after the date this Trust Agreement is signed.

B. Death of Grantor, Grantor's Spouse, and All Issue of Grantor. In the event of the death of the Grantor, the Grantor's spouse, all issue of the Grantor, and all other beneficiaries of this Trust, prior to the time set for final distribution of the assets of this Trust, the remaining Trust assets, including accumulated income, shall be distributed to the Estate of the Grantor.

IV. Spendthrift Provision. The income and principal of this Trust shall not be alienated or disposed of, or in any manner encumbered by the beneficiaries while in the possession and control of the Trustee. If a beneficiary shall alienate, charge, or dispose of his or her income or principal, or any part of or any interest in the same, or if by reason of his or her bankruptcy, or other event endangering a beneficiary's interest in this Trust which may occur at any time during the continuance of this Trust, the income or principal otherwise intended for the beneficiary shall wholly or in part cease to be enjoyed by him or her as above provided. In such event, the Trust above-mentioned concerning the income and principal shall then cease and terminate as to the beneficiary. The income and principal otherwise provided for him or her subsequently shall be held and distributed by the Trustee for him or her, during the remainder of his or her life, according to the absolute discretion of the Trustee. However, the Trustee may, nevertheless, pay to him or her, or for his or her health, maintenance, support, and education, or to his or her child, children, or spouse, from such income and principal, such sums as it, in its absolute discretion, shall think fit and proper, having regard for the wishes of the Grantor as in this instrument expressed, and retaining any unexpended sums as part of the principal of the Trust to be finally disposed of after the death of the beneficiary, as provided in this Agreement.

V. Dispensing with Accrual of Income. Income accrued on property originally placed in or subsequently added to this Trust at the time of its transfer to the Trustee, and dividends on shares of stock originally placed in or subsequently added to this Trust which are declared prior to the date the shares are placed in or added to this Trust, but payable to stockholders of record determined as of a date which is on or subsequent to the date the shares are placed in or added to this Trust, shall be income of this Trust. On the termination of any interest in this Trust under this Agreement, all income which has accrued on such interest, but which has not been received by the Trustee, and all dividends declared on such interest, but not yet received by the Trustee, shall belong to the succeeding estate, subject to any charges or advances against the income or dividends.

VI. Termination.

A. By Law. Anything to the contrary notwithstanding, the Trust created in this Agreement shall terminate not later than years after the death of the last survivor of the group composed of the Grantor, the Grantor's spouse, and the Grantor's issue who are living at the date this Trust Agreement is signed. If any Trust created in this Agreement has not sooner terminated, the Trustee at that time shall pay over, convey, and deliver the remaining Trust assets then in its possession in equal shares to the persons then entitled to receive the income from the Trust.

B. Premature Termination by Trustee. Notwithstanding any other provisions of this Trust Agreement, after the death of the Grantor and the Grantor's spouse, the Trustee shall be authorized to terminate, at any time, any Trust created under this Agreement prior to the time provided above for the termination, if the Trustee shall determine, in the absolute and uncontrolled discretion of the Trustee without notice or the approval of any court or affected beneficiary, that the expense of the continuation of the Trust is unreasonably great in relation to the assets of the Trust and that the termination of the Trust will not result in unreasonable financial or other inconvenience to the beneficiaries of the Trust. A Trust may be so terminated prior to the determination of a class of beneficiaries of the Trust. In the event of any such termination the principal and accumulated income, if any, of the Trust shall be distributed to the then-living beneficiaries for whom the Trust was held, per stirpes, except as may be otherwise provided on the termination of the Trust at the time provided above.

C. Termination by Lapsing. This Trust may also be terminated at the sole option of the Trustee at any time after years after the death of the second one to die of the Grantor and the Grantor's spouse, if no assets other than a nominal deposit have been received by the Trustee as Trust assets.

VII. Trustee’s Powers of Administration. In addition to and not in limitation of the powers given by law, the Trustee shall have full power:

A. To hold and retain any of the property coming into its possession under this Agreement in the same form of investment as those forms in which it was received by the Trustee, even though the retention may result in an excess concentration in one class of property, without incurring liability in any way for any loss of principal or income caused by the decline in value of any such investment or investments;

B. To sell or exchange at public or private sale, lease, pledge, mortgage, donate, abandon, or otherwise dispose of, deal with, or encumber (for any period of time whatsoever, whether or not ending during the term of the Trust), any real or personal property comprising part of the Trust Estate;

C. To borrow money on the credit of the Trust Estate from itself or from other sources;

D. To invest and reinvest any money, whether the income or principal at any time in the Trust in such bonds, stocks, notes, real-estate mortgages, or other securities, life-insurance policies, or in such other property, real or personal, or in a common trust fund, as the Trustee shall deem wise, without being limited by any statute or rule of law of regarding investments by Trustees now or later in effect;

E. To maintain an uninvested cash reserve;

F. To cause any security or other property which may at any time constitute a portion of the Trust to be issued, held, or registered in the name of a nominee or in such form that title will pass by delivery;

G. To keep any real or personal property of this Trust at any location within the United States or abroad, or to keep any such property with a reasonable depository or custodian at any location;

H. To vote by proxy or in person, and exercise all other rights in relation to all stocks and securities contained in the Trust;

I. To enter into option or voting trust agreements and to consent to the reorganization, consolidation, liquidation, readjustment of the financial structure, or sale of the assets of any corporation or other organization, the securities of which constitute a portion of the Trust, and to take any action with reference to the securities which, in the opinion of the Trustee, is necessary to obtain the benefit of any such reorganization, consolidation, readjustment, or sale; to exercise any conversion privilege or subscription right given to it as the owner of any security constituting a portion of the Trust; to accept and hold as a portion of the Trust the securities resulting from any such reorganization, consolidation, readjustment, sale, conversion or subscription;

J. To hold, administer, maintain, subdivide, and manage any real estate coming into the Trust estate, paying all taxes, assessments, maintenance, and other proper charges on the real estate, with full power to mortgage the real estate if necessary for the purposes of conserving the Trust estate; and to make such improvements, additions, and alterations as in its judgment will be beneficial to the real estate, and to charge any costs and expenses of the same to principal or income as the Trustee shall deem equitable;

K. To make payments directly to minor beneficiaries, or to the person with whom the minors are living, without requiring the appointment of a legal guardian to receive such payments, and the receipt signed by the minor beneficiary or the person with whom the minor is living, shall discharge the Trustee of any liability to see to the application of such payments;

L. To retain any interest held by it in any business, or to enter into or acquire any interest in any business, whether as a stockholder or security holder of a corporation, a general or limited partner, a sole proprietor, or otherwise, for any length of time, without limitations; to participate in the conduct of such business, and take or delegate to others discretionary power to take any action with respect to its management and affairs which an individual could take as the owner of the business, including the voting of stock, and the determination of any or all questions of policy; to participate in any incorporation, reorganization, merger, consolidation, recapitalization, or liquidation of such business; to invest additional capital in, subscribe to additional stock or securities of, and loan money or credit with or without security to, such business out of the Trust property, to elect or employ directors, officers, employees, or agents of such business, and compensate any persons, including any Trustee or a director, officer, or agent of any Trustee; to deal with and act for the business in any capacity, including any banking or trust capacity and the loaning of money out of the Trustee's own funds, and to be compensated for the same; and to sell or liquidate such interest or any part of it at any time; all without liability, responsibility, or accountability for any action taken by it with regard to such interests or investments, or for any decrease in the value of the same, provided the Trustee shall have been acting at all times in good faith and within the powers and responsibilities conferred on it by law or by this instrument;

M. To employ and compensate out of the Trust Estate, such attorneys, agents, accountants, brokers, investment counsel, appraisers, custodians, and other specialists, advisers, and assistants whose services are deemed by the Trustee to be desirable for the proper administration of the Trust. The Trustee shall not be liable for any neglect, omission, misconduct, or default of any such persons, or for any action or nonaction which the Trustee may take in reliance on the counsel of such persons, provided that the Trustee shall have selected and retained such person with reasonable care;

N. To contract on such terms which expressly limit liability under the contract to the assets of this Trust and which expressly exempt from liability the assets of the Trustee;

O. To rely on affidavits, certificates, letters, statements, telegrams, or other forms of written or oral notice which the Trustee shall believe to be genuine and sufficient, in accordance with the duties and discretions granted to the Trustee, without liability, provided the Trustee acts in good faith and without actual knowledge of any condition or changed condition which may affect distributions or operations under this Trust, or the status of any beneficiary of this Trust;

P. To determine what is income and what is principal, and to charge or credit expenses, gains, losses, premiums, discounts, waste, and appreciation or depreciation in value to principal or income, or partly to each. In all cases, however, the Trustee shall act in accordance with trust accounting principles as established by available case or statutory law in . The foregoing power shall apply to, but not be limited to, cash and noncash dividends, stock dividends, liquidating dividends, distributions from regulated investment companies, premiums, and discounts on the purchase of investments, and includes the power to set up or not to set up reserves and sinking funds for taxes, assessments, insurance premiums, repairs, improvements, depreciation, obsolescence, and maintenance, and for any other purpose;

Q. To carry such insurance, including public liability, and property damage insurance, against such hazards to the Trustee or the Trust estate, in such amounts and with such insurance companies (whether stock companies or mutual companies) as the Trustee deems advisable;

R. To execute and deliver such deeds, bills of sale, mortgages, releases, consents, and other legal instruments as may be necessary or appropriate to deliver in connection with the administration of the Trust; and

S. To do anything for the preservation and management of the Trust Estate that it deems necessary, desirable, or expedient, and to exercise with respect to the Trust Estate, all powers of an absolute legal and beneficial owner of the same. The Trustee may act under this Agreement without prior notice to any person and without the approval of any court. All powers of the Trustee shall be continuing ones; none shall be exhausted by the exercise or repeated exercise of the power. A power once exercised may be exercised in a different way and with a different or inconsistent result on any subsequent exercise of the power.

VIII. Miscellaneous Provisions Relating to Trustee.

A. Trustee May Buy Insurance on Lives of Beneficiaries. After the death of the Grantor, if there are sufficient assets in this Trust to do so, the Trustee is authorized to purchase and maintain insurance on the lives of the beneficiaries of the Trust created by this Agreement or on the lives of anyone in whom a beneficiary of this Trust has an insurable interest, as well as health, accident, hospitalization, major medical, or other casualty insurance, as a Trust investment, and to pay the premium on the insurance policies as they become due and payable out of either the income or the principal of this Trust. On any life insurance so purchased, the Trustee shall be the owner and beneficiary of it.

B. Division into Shares. In any case in which the Trustee is required, or desires, to divide the principal of the Trust Estate into parts or shares, it is authorized and empowered in its sole discretion to make division in kind, or partly in kind and partly in money. The judgment of the Trustee concerning the values for the purpose of the division of the property or securities shall be binding and conclusive on all interested parties.

C. Trustee Shall Keep Correct Books of Account. The Trustee shall keep true and correct books of account showing all transactions in the Trust estate, which books of account shall at all reasonable times be open to the inspection of any beneficiary. The Trustee shall render annual statements of receipts and disbursements and an inventory showing the assets and property constituting the Trust Estate to the income beneficiaries of this Trust.

D. Trustee Entitled to Reasonable Compensation. The Trustee shall be entitled to receive reasonable compensation for services rendered in the administration of this Trust, which compensation may be paid from the income or the principal of the Trust estate, or both.

E. Merger. If the fiduciary powers and services of the Trustee shall at any time be merged with, consolidated with, be operated under joint agreement with, or be transferred to any other corporation, association, subsidiary, or trust company, or be reorganized into a new corporation, association, subsidiary, or trust company, then the corporation, association, subsidiary, or trust company of which it becomes a part, or the corporation, association, subsidiary, or trust company succeeding to the fiduciary powers and services of the Trustee shall, without any further act on the part of either of the parties to this Agreement, be substituted in place and stead of the Trustee as fiduciary under this Agreement and shall have all of the rights, powers, and authorities given to the Trustee, as the fiduciary, and shall be subject to all of the duties, liabilities, and responsibilities imposed on the Trustee as fiduciary.

F. Removal and Resignation of Trustee.

1. The Grantor's spouse, during the spouse's lifetime, at the spouse's discretion, may remove or cause the removal of the Trustee or any successor Trustee, as Trustee under the Trust. On such removal or in the event of the resignation of the Trustee or any successor Trustee, the Grantor's spouse shall designate, at the spouse's own discretion, another corporate Trustee to serve as successor Trustee under this Agreement.

2. After the death of the Grantor's spouse, the children of the Grantor, by a majority vote, may remove or cause the removal of the Trustee or any successor Trustee, as Trustee under the Trust. On such removal or in the event of the resignation of the Trustee or any successor Trustee, the children of the Grantor, on a vote by a majority of them, shall designate another corporate trustee to serve as successor Trustee under this Agreement.

3. The removal of the Trustee or any successor Trustee shall be accomplished by the delivery of an instrument in writing, executed by the person or persons then entitled to remove or cause the removal of the Trustee or any successor Trustee, to the Trustee or successor Trustee, giving notice of such removal, together with the delivery of an instrument in writing acknowledging acceptance of the appointment by the successor corporate Trustee signed by an authorized officer of the successor Trustee. On the receipt of such notice, the removed Trustee shall transfer all of the Trust assets to the designated successor Trustee, subject to the payment of all expenses and reasonable compensation to the removed Trustee.

4. Any Trustee may at any time resign its duties as Trustee by delivering an instrument in writing signed by an authorized officer to the person or persons then entitled to remove a Trustee under this Agreement or to their authorized representatives. On the receipt of such notice, the person or persons then entitled to remove a Trustee or their authorized representatives shall select and designate in writing another corporate successor Trustee to serve, or an interim or permanent individual successor Trustee (who is not a beneficiary of this Trust) if no corporate successor Trustee accepts appointment. On the notice of the appointment and the written acceptance by the successor Trustee, the resigning Trustee shall deliver all of the Trust assets to the successor Trustee, subject to the payment of all expenses and reasonable compensation to the resigning Trustee.

5. On the acceptance by the successor Trustee and on the accounting and delivery of all Trust assets to the successor Trustee, the removed or resigning Trustee shall be completely discharged of any further responsibility for the administration of this Trust. No successor Trustee shall have any duty to inquire into the administration of the Trust by any prior Trustee, and the successor Trustee shall not have any liability with respect to such administration or any failure of the prior Trustee fully to account. Any claim or action against a prior Trustee may in such event be asserted or filed by a beneficiary or a successor Trustee only within after the date of the appointment of a successor Trustee. On the delivery of all Trust assets, the successor Trustee shall be vested with all of the rights, powers, duties and discretion of the prior Trustee.

G. Word Usage and Captions. Whenever words are used in this Agreement in any gender, they shall be construed as though they were used in the gender appropriate to the circumstances; and wherever words are used in the singular or plural form, they shall be construed as though they were used in the form appropriate to the circumstances. Headings and captions in this Agreement are inserted for convenience or reference. They constitute no part of this Agreement and are not to be considered in the construction of this Agreement. Every pronoun includes corresponding pronouns in the same person of different genders or numbers or both, to the extent the context permits.

The words child, children, and issue used in this Trust shall include legally adopted children, and designated heirs. The word issue shall mean lineal descendants indefinitely.

H. Governing Law. This Agreement shall be construed under the applicable laws of in effect from time to time.

The Grantor has affixed the Grantor's signature and the Trustee has caused its corporate signature to be affixed to this Agreement on the date first above-written.

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