Irrevocable Trust

Irrevocable Trust Agreement for the Benefit of Spouse, Children and Grandchildren

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

I. 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.

II. Distribution of Principal and Income.

This Trust has been created by the Trustor for the primary benefit of the Trustor's spouse and the Trustor's issue. The Trust fund shall be held by the Trustee for the following uses and purposes:

A. The Trustee may, from time to time, in his/her/its absolute discretion, pay or distribute such part or all of the net income of this Trust as it/she/he may deem appropriate to any one or more then living of the group consisting of the Trustor’s spouse, the Trustor’s children, and the issue of the Trustor’s children, in such amounts and proportions as the Trustee shall, in its/her/his absolute discretion, deem wise and expedient and in the best interests of those persons. The Trustee shall give first consideration to the needs, comfort, and welfare of the Trustor’s spouse as long as the Trustor’s spouse shall live.

B. On the last to occur of the death of the Trustor and the death of the Trustor's spouse, the entire corpus of this Trust shall be divided into as many equal shares as there shall be children of the Trustor then surviving and deceased children of the Trustor leaving issue then surviving. One such share shall be paid and distributed to each of the Trustor's then surviving children and one such share, per stirpes, to the then-surviving issue of each then deceased child of the Trustor; provided, however, that if any child of the Trustor shall not then have attained the age of years, or if any child of a deceased child of the Trustor shall not then have attained the age of 21 years, the share or partial share which would otherwise be paid and distributed to such child or grandchild of the Trustor (but not the share or partial share of any issue of any deceased grandchild of the Trustor, which share shall be paid and distributed to the issue free of Trust) shall be designated with the name of the child or grandchild and shall continue to be held as a separate and distinct Trust and Trust fund for the following uses and purposes:

1. With respect to each such Trust, the Trustee may, from time to time, in his/her/its absolute discretion, pay or distribute to the child or grandchild with whose name the Trust is designated all or such part of the net income of the Trust as it/he/she may deem appropriate.

2. When any child of the Trustor with whose name such a Trust is designated shall have attained the age of years, % of the corpus of the Trust designated with the name of the child shall be paid and distributed to the child; provided, however, that the Trustee may, in its/her/its absolute discretion, postpone the date on which the right to the distribution vests.

3. When any child of the Trustor with whose name such a Trust is designated shall have attained the age of years, or when any grandchild of the Trustor with whose name such a Trust is designated shall have attained the age of 21 years, the entire remaining corpus of the Trust designated with the name of the child or grandchild shall be paid and distributed to the child or grandchild, as the case may be; provided, however, that the Trustee may, in its/her/his absolute discretion, postpone the date on which the right to the distribution of any Trust designated with the name of a child of the Trustor vests for a period not to exceed years.

4. If any child of the Trustor with whose name such a Trust is designated shall die prior to the termination of the Trust leaving issue then surviving, the entire corpus of the Trust shall be divided into as many equal shares as there shall be children of the child of the Trustor then surviving and deceased children of the child of the Trustor leaving issue then surviving. One such share shall be paid and distributed to each of the then-surviving children of the child of the Trustor (being grandchildren of the Trustor) and one such share, per stirpes, to the then-surviving issue of each then deceased child of the child of the Trustor; provided, however, that if any child of the child of the Trustor shall not then have attained the age of 21 years, the share which would otherwise be paid and distributed to the grandchild shall be designated with the name of the grandchild and shall continue to be held as a separate and distinct Trust and Trust Fund for the same uses and purposes as provided herein for a Trust for a grandchild of the Trustor whose parent predeceased the survivor of the Trustor and the Trustor's spouse.

5. If any grandchild of the Trustor with whose name such a Trust is designated shall die prior to the termination of the Trust, the entire corpus of the Trust designated with the name of the grandchild shall be paid and distributed to the estate of the grandchild.

6. If any child of the Trustor with whose name such a Trust is designated shall die prior to the termination of the Trust leaving no issue then surviving, the entire corpus of the Trust shall be divided into equal shares. One such share shall be paid and distributed to each then surviving brother or sister of the child, and one such share, per stirpes, to the then-surviving issue of each then deceased brother or sister of the child or grandchild; provided, however, that if a Trust created by this Section designated with the name of any such person should then be in existence, the share or partial share which otherwise would be paid and distributed to that person shall instead be added to and become a part of the corpus of the Trust.

C. Net income not paid or distributed from any Trust created by this Section may be added to any subsequent income payment from the Trust. Until distributed, accumulated income shall be regarded for all purposes under this instrument as corpus of the respective Trusts created by this Section.

D. The Trustee may, from time to time, in his/her/its absolute discretion, pay or distribute to the Trustor's spouse or to any beneficiary then eligible to receive income from any Trust created by this Section such part of the corpus of the Trust from which the Trustor's spouse or the beneficiary is eligible to receive income as the Trustee may deem appropriate. No such payment or distribution shall constitute an advance against any amount receivable by any person from any Trust created by this Section unless the independent Trustee shall otherwise provide in writing at the time of making the payment, and then only to the extent so provided.

E. At any time after the death of the Trustor's spouse, the Trustee may, in its/her/his absolute discretion, pay and distribute to the person then eligible to receive income from any Trust created by this Section the entire remaining corpus of the Trust from which the person is eligible to receive income if it deems the termination appropriate because the corpus of the Trust is so small in amount as to make efficient management of it impracticable.

F. If, prior to the time that any Trust fund shall be set up for and designated with the name of any person under the foregoing provisions, or any addition shall be made to any such fund, or any other fund or share of any other fund shall become payable to him or her or to a Trust for his or her benefit under the provisions of this instrument, the person shall have arrived at the age when a mandatory partial or total distribution to him or her is required under the terms of this instrument, then that person's fund or the person's share of any other fund promptly shall be partially or totally paid and distributed to the person in the same proportions as required by the mandatory provisions.

G. If at any time after the death of the Trustor there shall be no beneficiary eligible to receive the income or corpus of any Trust created by this instrument, then the entire corpus of any such Trust shall be paid and distributed to the persons then living who would have been the Trustor's next of kin if the Trustor had died at the time or times of such payment and distribution, under the laws of existing on the date of the execution of this Trust relating to the distribution of intestate personal property in the proportions prescribed by such laws.

H. All interest, both in income and in corpus, in all Trusts created by this Section are intended for the personal protection and welfare of the beneficiaries. No such interest shall be transferable, voluntarily or involuntarily, by the beneficiary nor subject to the claims of creditors or of a spouse or former spouse of the beneficiary.

I. Any person may irrevocably disclaim and renounce any part or all of any gift made to that person by this Section. Any such disclaimer and renunciation shall be effected in the manner required by applicable law, if any, and by serving a written, signed declaration of the disclaimer and renunciation with the Trustee at any time prior to the expiration of days following the date on which the gift would otherwise have vested. If any person disclaims and renounces all interest in all or any part of any gift made to the person by this Section, all of the gift or all of the part shall be disposed of as if the person had died prior to the time when the gift vested.

J. Notwithstanding any other provision of this instrument with respect to the time of the termination of any Trust created by this instrument, if, on the expiration of years and months immediately following the death of the last survivor of the Trustor, the Trustor's spouse at the date of the execution of this instrument and the Trustor's issue living on the day preceding the date of the execution of this instrument, any Trust created by this instrument, or any part of any such Trust, shall then remain in existence, then such Trust or part shall promptly be paid and distributed to the person with whose name the Trust is designated, or, if the Trust under Paragraph A of this Section is still in existence, then to the Trustor's spouse.

III. 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.

IV. 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.

V. 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. The powers to loan money or other property, with or without formal evidence of indebtedness, with or without collateral security, for such periods of time and on such terms and conditions as may be deemed appropriate to any beneficiary of any Trust created by this instrument, to any business controlled by any such beneficiary, or to any estate or Trust of which any such beneficiary is a beneficiary, out of any Trust created by this instrument from which such beneficiary is eligible to receive income; to make any such loan a lien on any property payable or distributable to the beneficiary; and to guarantee any loans of any such beneficiary, business, estate, or Trust.

B. The powers to receive, acquire, and retain any of the property of several Trusts created by this instrument undivided until division shall become necessary in order to make any payment or distribution, to hold, manage, invest, reinvest, and account for the several shares or parts of shares by appropriate entries in books of account, and to allocate to each such share or partial share its proportionate part of all receipts and expenses.

C. The power to retain for any period of time cash or other unproductive property.

D. The power to receive, acquire, and retain policies and proceeds of policies of life insurance and of immediate and deferred annuities, either in stock or in mutual companies, in any amount, on the life of any beneficiary of any Trust created by this instrument, or on the life of any person in whom the beneficiary or any such Trust has an insurable interest; to pay the premiums of the same out of either the income or surplus or both of any such Trust which is the beneficiary of the policy or out of which the beneficiary of the policy is eligible to receive income; and to exercise all rights, privileges, and options available under the policy.

E. Not to file an inventory of the property which is part of the Trust nor annual accounts of administration with and not to have any of such property examined by any court where the filing or examination is not required by applicable law.

F. To retain for any period of time any property which may be received or acquired, even though its retention by reason of its character or otherwise would not be appropriate apart from this provision.

G. To collect, receive, and receipt for rents, profits, or other income from any property which may be held.

H. To expend money or other property in order to collect, sell, manage, conserve, or administer any property which may be held, or in order to improve, repair, equip, develop, furnish, maintain, alter, extend, or add to any such property.

I. To sell at public or private sale (including, specifically, the power to initiate or participate in any public offering or underwriting), partition, exchange for like or unlike property, lease for any period of time even though it may be longer than the duration of the Trust, modify, renew, or extend any lease, grant options on, release, demolish, abandon, dedicate, and otherwise dispose of any property which may be held, on such terms and conditions, including credit, and for such consideration, even though it may be less than the value at which the property was received or acquired, or for such other benefit, even though it may be intangible, as may be deemed appropriate.

J. To transfer title to, grant rights in, and convey in fee simple or otherwise any property which may be held, free of all Trusts.

K. To invest and reinvest in any and all kinds of securities, domestic or foreign, including common and preferred stocks, bonds, debentures, notes, commodity contracts, mortgages and options on property; in money market funds, commercial paper, repurchase agreements, United States Treasury obligations, certificates of deposit, savings accounts, checking accounts, and any other cash investment medium; in investment trusts and in common-trust funds; in any real property; in any personal or mixed property; in any business, mining or farming operation or other venture; or in any other interest or investment medium, even though the investment would not be of a character authorized by applicable law but for this provision.

L. To retain cash for reasonable periods of time in amounts sufficient to meet anticipated needs, including payments of expenses and to beneficiaries.

M. With respect to property subject to depreciation or depletion, to withhold an amount from Trust income in the discretion of the independent Trustee to provide for a reasonable allowance for depreciation or depletion on such property under generally accepted accounting principles.

N. To do all things necessary, customary, or desirable to conduct the affairs of an unincorporated business, mining or farming operation, real-estate operation, or other venture.

O. To do all things necessary, customary, or desirable to conduct the affairs of any corporation; to act as officer, director, attorney or employee of any corporation; and to place stock in the name of a Trustee or any beneficiary of the Trust in order to qualify him or her as a director of the corporation.

P. Alone or with others, to organize, reorganize, merge, consolidate, recapitalize, dissolve, liquidate, or otherwise create or change the form of any corporation, partnership, joint venture, or other entity.

Q. To exercise all voting, sale, purchase, exchange, or other rights or options with respect to any security or other property which may be held.

R. To refuse, reject, or not to exercise any offer to purchase, option to purchase, voting or other right or option with respect to any security or other property which may be held.

S. To participate in any plan or proceeding for protecting or enforcing any right, obligation, or interest arising from any property which may be held; to serve as a member of a security-holder protective committee; and to deposit securities in accordance with any plan agreed on.

T. To expend money or other property, whether by bidding in at foreclosure, by making a contribution to capital, by paying an assessment, or otherwise, in order to protect any property which may be held.

U. To pay, contest, compromise, abandon, release, adjust, submit to arbitration, sue on, defend, and otherwise deal with and settle any claim in favor of or against the Trust or the Trustee.

V. To receive, acquire, and retain policies of fire, motor vehicle, business interruption, title, liability, fidelity, indemnity, or other casualty insurance, either in stock or in mutual companies, in any amount, against any risk in which the Trust has an insurable interest.

W. To borrow money or other property for such periods of time, on such terms and conditions, and for such purposes as may be deemed appropriate; to mortgage, pledge, or otherwise encumber any property which may be held as security for any such loan; and to renew, extend, or refund any existing loan either as maker or endorser.

X. With respect to any obligation held, whether secured or unsecured, to reduce the interest rate on the obligation, to continue it on and after maturity, with or without renewal or extension, and without regard to the then-value of any security, to foreclose on the security or to acquire the security without foreclosure.

Y. To keep books of account and to make reports on such reasonable basis and with such detail as may be deemed appropriate.

Z. To execute any instrument, under seal or otherwise.

AA. To bind absolutely, by any action taken or not taken, all beneficiaries, born or unborn, ascertained or unascertained, of the Trust as against any other party; no party dealing with the Trustee shall have any duty to follow any property transferred by the party to the Trustee.

BB. To sell any property to, to exchange any property with, to purchase any property from or otherwise to deal with any beneficiary of the Trust or with any trust or estate of which either the Trustor, the Trustor's spouse, or any issue of the Trustor is or was a Trustor or beneficiary, whether created by this instrument or not, even though some or all of the Trustee are also fiduciaries of such other Trust or estate; and when dealing with any fiduciaries, the Trustee shall have no duty to follow any property transferred by them.

CC. To obtain the advice of accountants, attorneys-at-law, brokers, investment counsel, realtors, appraisers, and other experts, and to compensate the experts by salary, commission, fee, or otherwise, and to act pursuant to the advice of such experts without independent investigation.

DD. To delegate to one the Trustee or to agents: the authority to execute contracts, checks, documents of title, and other instruments, to keep books of account, to prepare reports and tax returns, to hold possession and record ownership of securities, bank accounts, and other property, or to perform any other ministerial functions; the authority to perform the following-discretionary functions: the management of any investment, unincorporated business, farming or mining operation, and real-estate operation or other venture (whether by employing agents, giving proxies, entering into voting trusts, or otherwise) and the selection of the time to acquire or to dispose of any property which may be held, any power, including this power, possessed by the Trustee which is necessary, customary, or desirable so that the delegate may perform any function delegated pursuant to this paragraph; and to compensate the agents by salary, commission, fee, or otherwise.

EE. To enter into binding agreements not to exercise any power which they possess on such terms and conditions and for such reasons as may be deemed appropriate.

FF. To enter into any pooling or unitization agreement.

GG. To purchase options on any property.

HH. To advance money on behalf of the Trust for which advances, with any interest, the Trustee shall have a lien on the assets of the Trust as against any beneficiary.

II. To permit any beneficiary to have the use, possession, and enjoyment of any property then distributable pending actual distribution of the property.

VI. 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.

VII. Successor Trustee.

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.

VIII. 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.

IX. 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.

X. The following provisions shall apply with respect to any and all life insurance policies, any proceeds of which may be payable to the Trustee hereunder:

A. The Trustee shall have the right to accept, take out, apply for, purchase and/or pay the premiums on life insurance policies on the life of . Further, the Trustee shall have the right to pay premiums on any insurance policies comprising a part of the Trust estate, and to take out, apply for, and buy any type of insurance for the beneficiaries, including life, accident, health and major medical insurance, and to pay the premiums thereon, out of principal of the Trust.

XI. 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.

XII. 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 .

XIII. Spendthrift Trust

A. Neither the principal nor the income of this Trust, nor any part of same, shall be liable for the debts of any of the beneficiaries hereof, nor shall the same be subject to seizure by any creditors of said beneficiaries. The said beneficiaries shall not have any power to sell, assign, transfer, encumber or in any manner to anticipate or dispose of their interest in the Trust funds, or any part of same, or the income produced from said funds, or any part of same.

B. In making payments for beneficiaries as required herein, and especially where such beneficiaries may be minors, or by reason of illness or otherwise be incapable of transacting business, the Trustee, in their sole discretion, can make such payments either (i) directly to such beneficiary, (ii) to the legal or natural guardian of such beneficiary, (iii) to any relative or guardian of such beneficiary, or (iv) by applying such payments for the benefit of such beneficiary by paying his or her expenses directly. In any event the Trustee shall require such reports or take such steps which they deem requisite to insure and enforce the due application of such payments for the exclusive benefit of the said beneficiary.

XIV. 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.

(Acknowledgments before Notary Public)

(Attach Exhibit)