Irrevocable Trust Agreement for Benefit of Trustors' Children and Grandchildren with Spendthrift Trust Provisions

Irrevocable Trust Agreement with Joint Trustors for Benefit of their Children with Spendthrift Trust Provisions

This Trust Agreement is made on , between and of County, State of , hereinafter referred to as the Trustors, and , a banking corporation organized and existing under the laws of the United States with its principal office located at . This Trust shall be governed and administered in accordance with the following terms and provisions:

1. Transfer into Trust

The Trustors, in consideration of the agreements and undertakings set forth below made and assumed by the Trustee, and other valuable consideration, does assign, convey, and set over to the Trustee and the Trustee's successors the property listed and described in Schedule A, which is attached and incorporated by reference.

The Trustee is authorized to and agrees that it will receive and hold that property and such additional property as may be transferred, assigned, or bequeathed to the Trustee from time to time by any person or organization, to become a part of the principal of the Trust created by this Agreement, and all investments and reinvestments of the same and income for the uses as set forth below.

2. Additions to Trust

Any person may, from time to time, with the consent of Trustee, by conveyance, assignment, transfer, or will, add property of any kind to the Trust Estate, or any part of it, which shall then be subject to all the terms and provisions of this Trust.

3. Payment of Expenses

Trustee shall pay or reserve sufficient funds to pay all expenses of management and administration of the Trust Estate, including the compensation of Trustee, all or any part of which may, in the discretion of Trustee, be charged either to income or principal of the Trust Estate.

4. Net Income

The income of the Trust remaining after the payment by Trustee of expenses authorized in Section 3 and charged to income, shall be and is referred to as net income.

5. Income to Trustors

The net income shall be distributed to or for the use and benefit of Trustors, , while both are alive, in installments.

6. Funeral Expenses

On the death of either Trustor, Trustee shall pay the expenses of deceased Trustor's illness and funeral, from either income or principal of the Trust property at the discretion of the Trustee, unless other adequate provisions have been made for those expenses.

7. Income to Survivor

On the death of either Trustor, the net income shall be distributed to or for the use and benefit of the surviving Trustor, in convenient installments, not less frequently than , during his or her lifetime.

8. Termination and Distribution of Trust Estate

This Trust shall cease and terminate on the death of the surviving Trustor. On such termination the entire Trust Estate, including principal and any accrued or undistributed net income on the principal, shall be distributed to the children of Trustors, , share and share alike. If a child predeceases the surviving Trustor, then the children of such deceased child shall take such deceased child's share, per stirpes. If any such child predeceases the surviving Trustor leaving no living lawful descendants, the Trust, to the extent not appointed as provided below, shall go to the surviving children.

9. Powers of Trustee

In addition to all other powers and discretions granted to or vested in Trustee by law or by this instrument, Trustee shall have the following powers and discretions:

A. To do all such acts, take all such proceedings, and exercise all such rights and privileges in the management of the Trust Estate as if Trustee were the absolute owner of the Trust Estate, including but not limited to the following:

B. To hold, manage, operate, control, repair, preserve, improve, partition, divide, subdivide, sell (at public or private sale and for cash or on credit), convey, exchange, convert, grant options on, or otherwise deal with Trust property;

C. To lease for terms either within or beyond the duration of this Trust including oil, gas, and other mineral leases, on such terms as Trustee may deem proper; and to enter into pooling, utilization, community, and other types of Agreements relating to the development, operation, and conservation of mineral properties;

D. To loan, re-loan, invest, and reinvest the Trust Estate or any part of it;

E. To vote stock, give proxies, pay calls for assessments, sell or exercise stock subscriptions or conversion rights, participate in foreclosures, reorganizations, consolidations, mergers, liquidations, pooling agreements, and voting trusts, assent to corporate sales and other acts and, in connection with the same, to deposit securities with and transfer title to any protective or other committee under such terms as Trustee may deem advisable;

F. To hold securities or other property in Trustee's own name or in the name of its nominee, without disclosing any fiduciary relation;

G. To procure and carry at the expense of the Trust Estate insurance of any kind and in such form and amount as Trustee deems advisable to protect Trustee and the Trust Estate against any hazard;

H. To borrow money for any Trust purpose, hypothecate the Trust Estate or any part of it and replace, renew, and extend any encumbrance on it, on such terms, conditions, and security as may be determined by Trustee and to pay loans or other obligations of the Trust Estate, as Trustee in its discretion deems advisable.

I. Trustee in its discretion is authorized to hold and retain any securities, properties, or other investments for such length of time as Trustee deems advisable including shares of the Trustee or any affiliated or related corporation.

J. In investing and reinvesting money and property of this Trust and in acquiring, retaining, selling, exchanging, and managing investments, Trustee shall exercise care and judgment under the circumstances then prevailing, which persons of ordinary prudence and reasonable discretion exercise in the management of their own affairs, considering the probable income as well as the probable safety of their capital. Within the limitations of the foregoing standard, Trustee is authorized to acquire every kind of property, real, personal, or mixed, and every kind of investment, specifically including, but not by way of limitation, participation in any common trust funds administered by Trustee, corporate obligations of every kind and stocks, preferred or common, and interests in investment trusts and mutual funds, which persons of prudence, discretion, and intelligence acquire for their own account.

K. The Trustee shall have full power and authority to invest and reinvest the principal of the trust in such manner and upon such terms and conditions as the Trustee may see fit; to sell, exchange, pledge, mortgage or otherwise dispose of any property, real or personal, originally or subsequently acquired; to retain and hold in unchanged form any property, real or personal, coming into its hands; to rent or lease any of the properties embraced within the Trust, upon such terms and conditions as the Trustee deems advisable; to make all determinations respecting division, allotments and distributions of income and principal to the beneficiaries; to pay taxes of every kind existing against the trust property; and to do all other acts which, in the judgment of the Trustee, may be necessary or appropriate for the proper and advantageous management, investment and distribution of the Trust Estate to the same extent as though it were the sole owner of the Trust property. In addition, the Trustee shall have all of the powers granted by the Uniform Trustees' Powers Law, of the State of as now enacted or hereafter amended, reference to which statute is hereby made for all purposes.

L. Neither the principal nor the income of the Trust fund, nor any part of same, shall be liable for the debts of any beneficiary hereunder, nor shall the same be subject to seizure by any creditor of any beneficiary hereunder, and no beneficiary hereunder shall have any power to sell, assign, transfer, or in any manner to anticipate or dispose of his or her interest in the Trust fund, or any part of same, or the income produced from said fund or any part of same.

M. The Trust hereinbefore created is a private trust, and the Trustee shall not be required to obtain the order or approval of any court for the exercise of any power or discretion herein given. The Trustee is hereby authorized to receive and retain for its services in administering the trust reasonable fees and compensation in accordance with that which is customarily and generally charged for performing trust services of the nature involved in said Trust.

10. Determination of Principal and Income

Unless otherwise specifically provided in this instrument, Trustee in its discretion may determine what is principal or income and what shall be charged or credited to either, and its judgment shall bind everyone beneficially interested under this Agreement.

11. Invasion of Principal

If Trustee deems the net income payable under this Agreement not sufficient to provide for the reasonable care, support, maintenance, education, and recreation of Trustors, taking into consideration any other income and financial resources of Trustors as far as is known to Trustee, Trustee may as often as it deems necessary, pay to or apply for the use and benefit of Trustors such additional part, up to and including the whole, of the principal of the Trust Estate or, if the Trust Estate has been apportioned into shares, of the principal of the respective Trust of the beneficiary, all as Trustee in its sole and absolute discretion believes will be in the best interests and will tend to promote the welfare of Trustors, including but not limited to the specific power to disburse funds to or for the use and benefit of Trustors for the purpose of acquiring a home or an equity in a home.

12. Minor and Incompetent Beneficiaries

If at any time or from time to time any beneficiary entitled to receive income or principal under this Agreement shall be a minor, or in the absolute judgment of Trustee, mentally or physically incompetent (regardless of whether legally so adjudicated), Trustee may make any such payments, in its discretion, in one or more of the following ways:

A. Directly to the beneficiary,

B. To the natural guardian, or the legally appointed guardian or other fiduciary of the person or estate of the beneficiary,

C. To any person or organization furnishing care, support, maintenance, or education to the beneficiary, or

D. By making expenditures directly for the care, support, maintenance, education, or recreation of the beneficiary. Trustee shall not be required to see to the application of any funds so paid or applied and the receipt of the payee shall be a full discharge of Trustee. The decision of Trustee as to direct payments or application of funds shall be conclusive and binding on all parties in interest.

13. Compromise of Claims

Trustee may, at its option, at any time, in connection with its management of the Trust Estate or the collection of any moneys due or payable to it as Trustee, compromise or abandon any claims existing in favor of or against the Trust Estate.

14. Division or Distribution in Cash or in Kind

On any distribution, Trustee may apportion and allocate the assets of the Trust Estate in cash or in kind, or partly in cash and partly in kind, or in undivided interests, in such manner as Trustee in its discretion deems advisable. Trustee may sell such property as it deems necessary to make any such division or distribution.

15. Payment of Taxes

Taxes shall be paid and charged by Trustee as follows:

A. Death Taxes. On the death of Trustors, any estate, inheritance, succession, or other death taxes, duties, charges, or assessments, together with interest, penalties, costs, Trustee's compensation, and attorney fees, which shall become due by reason of the Trust Estate or any interest in the Estate being includible for such tax purposes, may be paid by Trustee from the Trust Estate, unless other adequate provision has been made.

B. Gift Taxes. If at any time any gift tax becomes due from either Trustor by reason of the Trust Estate or any interest in the Trust Estate being includible for such tax purposes, the gift tax, together with interest, penalties, costs, Trustees' compensation, and attorney fees, may be paid by Trustee from the Trust Estate, unless other adequate provision has been made.

C. Other Taxes. Trustee shall have full power and authority to pay from the Trust Estate any other taxes, charges, or assessments for which Trustee, the Trust Estate, or any interest in the Trust Estate becomes liable.

D. Method of Payment. Trustee may make any such payments directly or to a personal representative or other fiduciary. Trustee may rely on a written statement of the fiduciary as to the amount and propriety of the taxes, interest, penalties, and other costs, and shall be under no duty to see to the application of any funds so paid.

16. Termination in Trustee’s Discretion

If the value of the assets held in any Trust under this Agreement at any time becomes less than , the Trust shall terminate. If the Trust, in the absolute discretion of Trustee, becomes so sufficiently small in value that the administration of it is no longer economically desirable, the cost of it is disproportionate to the value of the assets, or its continuation is no longer in the best interest of the beneficiary or beneficiaries, Trustee may terminate the Trust. On termination, Trustee shall distribute the property of the Trust to the person or persons, and in the proportion, then entitled to receive the Trust income, as specified in the Trust, otherwise in equal shares.

17. Death of Beneficiary; Accrued and Undistributed Income

On the death of any beneficiary for whom a Trust is then held, any accrued or undistributed net income shall be held and accounted for, or distributed, in the same manner as if it had been accrued or received after the death of the beneficiary.

18. Notice of Events

Unless Trustee receives from some person interested in this Trust written notice of any death, birth, marriage, or other event on which the right to receive income or principal of the Trust Estate may depend, Trustee shall incur no liability for any disbursements or distributions made or omitted in good faith.

19. Effect of Trustee’s Acts

Any instrument executed by Trustee shall be binding on all parties and on all beneficiaries under this Agreement. No person paying money to Trustee need see to the application of the money so paid.

20. Definitions

The words child, children, descendants, and lawful descendants, as used in this instrument, shall include children legally adopted by Trustors or by any of their descendants and the lawful descendants of the legally adopted children. The words incompetent or incompetence, as used in this instrument, shall be deemed to include not only persons who have been so declared by a court of competent jurisdiction, but also persons for whom a guardian or other fiduciary of the person or Estate or both shall have been appointed by a court of competent jurisdiction.

21. Spendthrift Provision

Except as otherwise expressly provided in this instrument, all income or principal to be paid to any of the beneficiaries shall be paid by Trustee directly and only to the beneficiaries or to the personal representative of any beneficiary, or, where authorized by any beneficiary, applied for his or her benefit. Trustee shall not recognize any transfer, mortgage, pledge, hypothecation, order, or assignment of any beneficiary by way of anticipation of income or principal. The income and principal of any Trust under this Agreement shall be exempt from the claims of creditors or other claimants, and from orders, decrees, levies, attachments, garnishments, executions, and other legal or equitable process or proceedings to the fullest extent permissible by law. If any creditor or other claimant attempts by any means to subject to the satisfaction of the claim of the creditor or claimant the interest of any beneficiary entitled by the provisions of this Agreement to receive income or periodic payments from principal or income, or both, then notwithstanding any other provisions, the beneficiary, during such time as the Trustee, in its absolute discretion, shall deem the same advisable, shall not be entitled to receive payments from the Trust; provided, however, that during the time payments are so suspended, Trustee, in its absolute discretion, may pay to or expend for the benefit of the beneficiary as much of the Trust net income, not to exceed the income to which the beneficiary would otherwise be entitled, as Trustee deems necessary for the support and education of the beneficiary in accordance with the latter's station in life. Trustee may, however, deposit in any bank designated in writing by a beneficiary to his or her credit income or principal payable to the beneficiary.

22. Rule against Perpetuities

No trust created by this agreement, or by the exercise of a power of appointment, shall continue for more than years after the death of the last to die of the Trustors and the beneficiaries in being at the death of the Trustors. Any property still held in trust at the expiration of that period shall immediately be distributed to the persons then entitled to receive or have the benefit of the income from that trust in the proportions in which they are entitled, or if their interests are indefinite, then in equal shares.

23. Resignation of Trustee

Trustee, or any successor, may resign at any time on giving written notice days before the resignation shall take effect to Trustors then living. After the death of both Trustors the notice is to be given to all adult beneficiaries and to the guardians or other fiduciaries of the Estates of any minor or incompetent beneficiaries who may then be receiving or entitled to receive income under this Agreement.

24. Successor Trustees

On the resignation, removal, incompetency, or death of the Trustee, shall become the successor Trustee on its written acceptance of the duties of Trustee under this Agreement. On the resignation of the corporate Trustee, those to whom notice of resignation is to be given shall designate a successor Trustee by written notice to the resigning Trustee within days after receipt of the notice of resignation. In the event a successor Trustee shall not be so designated, the resigning Trustee shall have the right to appoint a successor Trustee or the resigning Trustee or any beneficiary of this Trust may secure the appointment of a successor Trustee by a court of competent jurisdiction, at the expense of the Trust Estate. The resigning Trustee shall transfer and deliver to the successor Trustee the then entire Trust Estate and shall then be discharged as Trustee of this Trust and shall have no further powers, discretions, rights, obligations, or duties with reference to the Trust Estate. All such powers, discretions, rights, obligations, and duties of the resigning Trustee shall inure to and be binding on the successor Trustee.

25. Expenses and Compensation of Trustee

Trustee shall pay from the income or principal of the Trust Estate or partly from each, in its discretion, all expenses incurred in the administration of this Trust and the protection of this Trust against legal attack, including counsel fees and reasonable compensation for Trustee's own services as Trustee, which compensation and expenses constitute a first lien on the Trust Estate.

26. Irrevocability of Trust

This Trust shall be irrevocable and shall not be altered, amended, revoked, or terminated by Trustor or any other person.

27. Acceptance, Governing Law and Severability

This Trust has been accepted by Trustee and will be administered in . Its validity, construction, and all rights under it shall be governed by the laws of that state. If any provision of this Trust Agreement should be invalid or unenforceable, the remaining portions of it shall continue to be fully effective.

IN WITNESS WHEREOF, on this the day of , 20, Trustors and Trustee have signed this Instrument.

Attach Exhibit A

(Acknowledgment form may vary by state)

STATE OF

COUNTY OF

Personally appeared before me, the undersigned authority in and for the said county and state, on this , within my jurisdiction, the within named , who acknowledged that he is of , a corporation, and that for and on behalf of the said corporation, and as its act and deed he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do.

NOTARY PUBLIC

My Commission Expires:

State of

County of

Personally appeared before me, the undersigned authority in and for the said County and State, on this , within my jurisdiction, the within-named , who acknowledged that he executed the above and foregoing instrument.

NOTARY PUBLIC

My Commission Expires:

State of

County of

Personally appeared before me, the undersigned authority in and for the said County and State, on this , within my jurisdiction, the within-named , who acknowledged that she executed the above and foregoing instrument.

NOTARY PUBLIC

My Commission Expires: