Qualified Personal Residence Trusts (QPRT) Explained

Qualified Personal Residence Trust

This Trust Agreement, hereinafter called the Agreement, dated (date), between of hereinafter called the Donor, and and both of referred to herein as the Trustees.

The Donor, in consideration of the agreements and undertakings made by the Trustees and other valuable consideration, does now assign, transfer, and set over to the Trustees and their successors the residence listed in Schedule A, which is attached and incorporated by this reference. The Trustees are authorized to and agree that they will receive and hold such property and such additional property as may be transferred or assigned to the Trustees by any person or organization, to become a part of any trust fund or funds created under this Agreement, and all investments and reinvestments of the same and income from the same, for the following uses and trusts:

I. Right of Donor to use Residence.

A. Until the first to occur of (i) (date), (ii) the death of the Donor, or (iii) a Disqualifying Event as defined in Paragraph B of Section II (the Initial Term), the Donor shall have the right to occupy and use the residence described in Schedule A, and the Donor may rent the residence during any portion of the period that it is not occupied by the Donor and collect and retain rents for the same. The Trustees shall pay to the Donor all of the income of the Trust annually or at more frequent intervals.

B. During the Initial Term the Trustees shall expend such funds as the Donor requests on maintenance of the house, including mortgage payments, real-estate taxes, and improvements.

C. If the Initial Term ends because of the death of the Donor, all assets of the Trust shall be paid to the Estate of the Donor.

D. If the Initial Term ends because of the expiration of the period of time specified in Paragraph A of this Section I, any cash held in the Trust for payment of the expenses of the Trust shall be paid to the Donor and the residence shall be distributed, per stirpes, to the issue of the Donor; provided, however, that if any issue has not reached the age of , the issue's share shall be named for the issue and held and administered as provided in Section III.

E. If the Initial Term ends because of a Disqualifying Event, all the Trust property shall be held and administered as provided in Section III.

Section II. Qualified Personal Residence Trust.

A. It is the intention of the Donor that this Trust qualify for the exception to Section 2702 of the Internal Revenue Code of 1986, as amended (the Code) provided in Section 2702(a)(3)(A)(ii) for transfers in Trust of a personal residence. All of the terms and provisions of this Trust should be interpreted in accord with that intent; the Trustees' powers shall be restricted to conform to that intent whether or not specified in this document, and no power or term provided in this Agreement shall be effective if it would prevent qualification for that exception. The Trustees are specifically authorized to amend the Trust to the extent the Trustees believe necessary to conform to the requirements of the exception; provided, however, that this instrument may not be amended in such a way that the Trusts created under this Section II shall not so qualify.

B. In accordance with the foregoing intent, a Disqualifying Event shall be deemed to have occurred if the property held by the Trust ceases to be a personal residence of the Donor unless the residence is sold and the proceeds used to purchase another residence of the Donor within years from the date of sale. If no residence is purchased within years after the date of sale, or on the date specified in Clause (i) of Paragraph A of Section I, if earlier, or if there is no longer an intent to purchase the residence, a Disqualifying Event shall be deemed to have occurred to the extent of the proceeds.

C. If the residential real property held by the Trust is damaged or destroyed so that it is unusable as a personal residence, a Disqualifying Event shall be deemed to have occurred years after the date of the damage or destruction unless, prior to that date, the replacement of or repairs to the residence are completed or a new residence is acquired by the Trust. If the replacement of or repairs to the residence are not completed or a new residence is not acquired by the Trust within years from the date of damage or destruction, or on the date specified in Clause (i) of Paragraph A of Section I, if earlier, or if there is no longer an intent to repair or replace the residence, a Disqualifying Event shall be deemed to have occurred to the extent of the proceeds.

D. The following provisions are included to conform to the intent of Paragraph A of this Section II:

1. During the Initial Term no distributions of income or corpus may be made to any beneficiary other than the Donor.

2. During the Initial Term the Trustees may not hold as part of the Trust any assets other than one residence to be used as a personal residence by the Donor, cash to the extent permitted in the following Subparagraph 3 of this Paragraph D, and improvements to the residence which meet the requirements of a personal residence.

3. Additions of cash may be made to the Trust and cash subsequently may be held in a separate account in the Trust which, when combined with the cash already held in the Trust, does not exceed the amount required for:

a. Payment of Trust expenses (including mortgage payments) already incurred or reasonably expected to be incurred within months from the date the addition is made;

b. Improvements to the residential real property to be paid for by the Trust within months from the date the addition of such cash is made; and

c. Purchase by the Trust of a residence to replace another residence, within months of the date the addition of the cash is made, provided that no such addition may be made for this purpose, and the Trust may not hold any such addition, unless the Trustees have previously entered into a contract to purchase the replacement residence. The Trustees may hold, in a separate account, the proceeds from the sale of a personal residence for a period not to exceed years, if the Trustees intend to use the proceeds to purchase another residence. The Trustees may also hold, in a separate account, insurance proceeds paid as a result of damage to or destruction of the personal residence for a period not to exceed years, if the Trustees intend to use the proceeds to repair or improve the residence.

4. Any amounts of cash held in excess of the amounts specified in Subparagraph 3 of this Paragraph D shall be distributed to the Donor at least quarterly.

5. Commutation of the Donor's interest in this Trust is prohibited.

III. Disposition of Income and Principal.

A. If a Disqualifying Event has occurred, then from the time the residence held by the Trust ceases to be a personal residence until (end date of term), there shall be paid to the Donor an annual annuity amount equal to an amount determined by dividing the value of all interests retained by the Donor as of the date of the establishment of this Trust by an annuity factor determined as of the date of the establishment of the Trust using the rate determined under Section 7520 of the Code as of that date, and for the original term of the Donor's interest.

B. On (end date of term), all the assets of the Trust shall be distributed, per stirpes, to the issue of the Donor; provided, however, if any issue has not reached the age of , the issue's share shall be named for the issue and held and administered as provided in Section IV.

C. If the Donor dies before (end date of term), all of the assets of the Trust created under this Section III shall be paid and distributed to the personal representative of the Donor's estate.

D. Any such distributions pursuant to Paragraph A of this Section III shall be paid from the net income of the respective trust for the current tax year, or to the extent that the net income is insufficient, from the principal of the trust, using to the extent available, first net short term capital gains from the current tax year, then net long term capital gains from the current tax year, and then the balance of the principal of the Trust.

E. In the case of the period beginning with the time the residence held by the Trust ceases to be a personal residence, the amount distributed under Paragraph A of this Section III shall be the amount which must be distributed at least yearly multiplied by a fraction, the numerator of which is the number of days in the taxable year of the Trust after the residence held by the Trusts ceases to be a personal residence and the denominator of which is 365 (366 if February 29 is a day included in the numerator). In the case of any other taxable year which is a period of less than 12 months (other than the taxable year in which the annuity interest created in this Section III terminates), the amount distributed under Paragraph A of this Section III shall be the amount which must be distributed at least yearly multiplied by a fraction, the numerator of which is the number of days in the taxable year of the Trust and the denominator of which is 365 (366 if February 29 is a day included in the numerator). In the case of the taxable year of a Trust in which the annuity interest created in this Section III terminates, the amount required to be distributed under Paragraph A of this Section III shall be the amount which must be distributed at least yearly multiplied by a fraction, the numerator of which is the number of days in the period beginning on the first day of the taxable year and ending on the date on which the termination occurs, and the denominator of which is 365 (366 if February 29 is a day included in the numerator).

F. If any payment is not paid when due, any late payment shall bear interest at the applicable federal rate.

G. If the net fair market value of the Trust assets is incorrectly determined by the Trustees, the Trustees shall pay to the Donor (in the case of an undervaluation) or be repaid by the Donor (in the case of an overvaluation) an amount equal to the difference between the amount which the Trustees should have paid the recipient if the correct value were used and the amount which the Trustees actually paid the recipient. Such payments or repayments shall be made within a reasonable period after the final determination of such value. The Trustees may in their absolute discretion require that distributions to the Donor be made subject to written acknowledgment and acceptance of these conditions.

H. Prior to the end of the Donor's qualified interest in this Trust, no distributions of principal may be made from the Trust other than to the Donor with respect to the qualified annuity interest of the Donor.

I. No additions may be made to the Trust during the period it is governed by this Section III.

J. No commutation may be made of the distributions to the Donor provided for under this Section III.

K. It is the express intent of the Donor that the interest of the Donor created under this Section III shall qualify as a qualified interest as described in Section 2702(b) of the Code, and that any gift from the Donor to any Trust created under this Agreement shall qualify to the maximum extent possible for the deduction from the value of the gift as provided in Section 2702(a)(2)(B) of the Code and this Agreement. All powers, trusts, directions, authorizations, instructions, and obligations granted to or imposed on the Trustees by this Agreement and by law shall be construed in such a way that the Trusts created under this Section III shall so qualify. To the same end and purpose, the Trustees are authorized and empowered, by an instrument in writing, to amend this instrument in whatever manner the Trustees in their absolute and uncontrolled discretion shall deem necessary or desirable to qualify the interest retained by the Donor created under this Section III as described in Section 2702(b) of the Code; provided, however, that this instrument may not be amended in such a way that the Trusts created under this Section III shall not so qualify.

L. If at any time there shall be no beneficiary eligible to receive the principal of any Trust created under Section I or this Section III, then the entire principal of any such Trust shall be paid and distributed to the persons then living who would have inherited the estate of the Donor if the Donor had then died intestate under the laws of existing on the date of the execution of this Trust Agreement in the proportions prescribed by such laws.

Section IV. Division into Trusts for Issue.

A. Any property designated under Paragraph D of Section I or Paragraph B of Section III with the name of a child or more remote issue of the Donor (each such child or more remote issue of the Donor referred to in this Paragraph A as the beneficiary) shall be held as a separate and distinct Trust and Trust fund (which respective Trust shall be identified by the name of the beneficiary) for the following uses and purposes:

1. Until the beneficiary with whose name a Trust is designated shall attain the age of years, the Trustees may, from time to time, in the Trustees' absolute discretion, pay or distribute such part or all of the net income of the Trust as may be deemed appropriate to any one or more then living of the group consisting of the beneficiary with whose name the Trust is designated and the issue of the beneficiary, in such amounts and proportions as the Trustees shall determine.

2. When any beneficiary with whose name such a Trust is designated shall have attained the age of years, the entire remaining principal of the Trust designated with the name of the beneficiary shall be paid and distributed to the beneficiary; provided, however, that the Trustees may, in the Trustees' absolute discretion, postpone the date on which the right to the distribution vests for a period not exceeding years.

3. If any beneficiary with whose name such a Trust is designated shall die prior to the termination of the Trust, the entire principal of the Trust designated with the name of the beneficiary shall be paid and distributed to such appointee or appointees, including the beneficiary's estate, in such amounts and proportions, for such estates and interests, and free of Trust or on such terms, trusts, conditions, and limitations as the beneficiary may designate in the beneficiary's Last Will and Testament by making specific reference to and exercise of this power given to the beneficiary. If the beneficiary shall die intestate or shall fail in part or entirely to exercise this power, the entire principal of the Trust designated with the name of the beneficiary, or the part not disposed of by the beneficiary, shall be paid and distributed as follows:

a. If the beneficiary leaves issue then surviving, to the beneficiary's then surviving issue, per stirpes; provided, however, that if any such issue shall not then have attained the age of years, the share or partial share of the issue shall be designated with the name of the issue and shall continue to be held as a separate and distinct Trust and Trust fund pursuant to the terms of this Paragraph A.

b. If the beneficiary leaves no issue then surviving, the property shall be divided into equal shares, and one such share shall be paid and distributed to each then surviving brother or sister of the beneficiary, and one such share, per stirpes, to the then-surviving issue of any then deceased brother or sister of the beneficiary; or if there shall not then be any such surviving brother or sister or issue, then to the then-surviving issue, per stirpes, of the beneficiary's nearest ascendant who is a descendant of the Donor and of whom there are issue then surviving; or if there shall not then be any such surviving issue, then to the then-surviving issue of the Donor, per stirpes; provided, however, that if any such person shall not then have attained the age of years, the share or partial share which would otherwise be paid and distributed to that person shall be added to the Trust fund created under this Paragraph A designated with the name of that person, or if such a Trust fund is not then in existence, the share or partial share shall be held as a separate and distinct Trust and Trust fund designated with the name of the person for the same uses and purposes specified in this Paragraph A.

B. Net income not paid or distributed from any Trust created by this Section IV may be added to any subsequent income payment from the Trust. Until distributed, accrued and accumulated income shall be regarded for all purposes under this Trust Agreement as principal of the respective Trusts created by this Section IV. First consideration for any distribution of income or principal from any such Trust shall be given to the person with whose name the Trust is designated.

C. The Trustees may, from time to time, in the Trustees' absolute discretion, pay or distribute to any beneficiary then eligible to receive income from any Trust created by this Section IV such part of the principal of the Trust from which the beneficiary is eligible to receive income as the Trustees 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 IV unless the Trustees shall otherwise provide in writing at the time of making the payment, and then only to the extent so provided.

D. Any of the Trusts created under this Section IV may be terminated, in whole or in part, at any time after the termination of the Trusts created under Section I or Section III, if such action is deemed advisable and for the best interests of the Trust or Trusts, or the beneficiaries, in the sole discretion of the Trustees whose judgment shall be conclusive and free from question by anyone or in any court. In the event of such termination, the principal of each Trust so terminated, together with the accrued, accumulated, and undistributed income, shall be paid over and distributed to that person with whose name the Trust is designated. In giving the Trustees such discretion to terminate any such Trust, the Donor recognizes that the interests of present and future beneficiaries may be terminated on the exercise of that discretion.

E. If at any time after the termination of the Trusts created by this Section IV there shall be no beneficiary eligible to receive the income or principal of any Trust created by this Section IV, the entire principal of the Trust created by this Section IV shall be paid and distributed to the persons then living who would have been the next of kin of the Donor if the Donor had died at that time.

F. All interests, both in income and in principal, in all Trusts created by this Section IV 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. If the Trustees shall have notice or believe that the rights or interests of any beneficiary in or to any part of the income or principal of any Trust created by this Section IV have been or may be diverted from the purpose of providing for the personal protection and welfare of the beneficiary, whether by voluntary act or legal process, the Trustees shall not pay the income or principal to the beneficiary, but may use so much of it as the Trustees, in the Trustees' sole discretion, deem appropriate for the care, support, maintenance, education, or other necessities of the beneficiary, such use, if any, to be made as the Trustees deem appropriate under the circumstances.

G. Any person may irrevocably disclaim and renounce any part or all of any gift made to the person by this Section IV. Any such disclaimer and renunciation shall be effected in the manner required by applicable law. If any person disclaims and renounces all interest in all or any part of any gift made to the person by this Section IV, all of the gift or all of the part shall be disposed of as if the person had not survived the Donor. If any person disclaims and renounces less than all interest in all or any part of any gift made to the person by this Section IV, all of the gift or all of such part shall be held in Trust.

H. If, in the absence of this provision, any Trust created under this Section IV would at any time fail in whole or in part because of the violation of any applicable rule against perpetuities, accumulation of profits, restraints on alienation, or remoteness of vesting, then the Trust fund shall terminate as of the date preceding the termination of the permissible period prescribed by such rule, and the Trustees shall immediately distribute the principal of the Trust fund to the person with whose name the Trust is designated.

Section V. Additions to Trust. The Donor or any other person or organization may, at any time other than when the Trust is governed by Section IV, give, transfer, or bequeath to this Trust or to any separate Trust fund created under this Agreement, either by inter vivos transfer or testamentary disposition, additional money or property of any kind acceptable to the Trustees. In that event, the additional property shall become a part of the principal of the Trust or Trust fund to which it is given and shall be divided, allocated, administered, and distributed as if it originally had been a part of the same. The Trustees may assume any obligation associated with any such property.

Section VI. Payments to Minor or Incompetent.

A. If any person to whom any payment or distribution from any Trust created by Section IV of this instrument is required or permitted by any provision of this instrument to be made is then a minor, incompetent, or for any other reason incapable of receiving the payment or distribution, or if there is a substantial risk that the payment or distribution will be involuntarily diverted from benefiting such person, the Trustees may, but need not, from time to time, exercise any one or more of the following powers:

1. Transfer property to the name of the person (as by depositing cash or registering securities in the person's name), whether or not the person is then able to exercise control over the property.

2. Transfer property to any creditor of the person in discharge of any debts of the person.

3. Use such payment or distribution to obtain goods or services for the person if any obligation of any other person is not consequently discharged.

B. No such payment or distribution shall be made which would have the effect of satisfying any legal obligation of anyone other than such person nor shall any such payment or distribution be made to any donor or donor's spouse or to any spouse of a child of the Donor either individually or as a fiduciary.

C. The receipt of any person to whom property is transferred pursuant to this Section VI or other evidence of application made under this Agreement for the benefit of any beneficiary shall fully discharge the Trustees from any further liability in connection with the payment or distribution.

D. The determinations of the Trustees with respect to all matters referred to in this Section VI shall be final.

E. Nothing contained in this Section VI shall authorize any Trustee to transfer any property to himself or herself in a nonfiduciary capacity or to use any such payment or distribution to support or maintain any person whom the Trustee is obligated to support or maintain.

Section VII. Discretion of Trustees. In allotting or making any division of or payment or distribution from any Trust fund or any portion of it for any purpose under this agreement, the Trustees shall not be required to convert any property, real or personal, tangible or intangible, into money or to divide or apportion each or any item of property, but may, in the sole and absolute discretion of the Trustees, allot all or any part (including an undivided interest) of any item of property, real or personal, tangible or intangible, to any fund or to any beneficiary provided for by this instrument; or the Trustees may convert any property into any other form, it being the Donor's intent and purpose to leave all such divisions and apportionments entirely to the discretion of the Trustees with the direction merely that each fund, share, portion, or part at any time created or provided for shall be constituted so that the same shall have the value, relative or absolute, designated by this instrument.

Section VIII. Powers of Trustees. Subject to the provisions and limitations set forth in this instrument, the Trustees shall have the powers granted below, in addition to all powers which are granted by applicable law. While it is the Donor's intention that the Trustees have broad and effective powers to carry out the provisions of this Trust Agreement, no power conferred on any Trustee by this Section VIII shall be exercised in such a manner as, in the aggregate, to deprive the Donor or any Trust created under this Agreement of any otherwise available tax exemption, deduction, or credit, or to qualify for special treatment. The powers granted below shall not be exhausted by any use of them, but each shall be continuing; and each shall continue and be exercisable until all of the provisions of this Trust Agreement are fully executed. Any of the powers granted in this Agreement may be exercised without the license or authorization of any court or other legal authority. The determination of the Trustees with respect to whether to exercise or not to exercise any power shall be final. These powers are the powers:

A. To retain any and all stocks, bonds, notes, securities, and other property, real or personal (but not wasting assets), comprising a part of this Trust without liability for any decrease in the value of the same.

B. For fair and adequate consideration, to sell, at public or private sale, exchange for like or unlike property, convey, lease for longer or shorter terms than the Trust provided in this Agreement, and otherwise dispose of, any and all property, real or personal, held under this Agreement on such terms and credits as the Trustees may deem proper, including specifically the power to sell or otherwise dispose of any such property for less than its acquisition or appraised value, without liability for any loss resulting from the disposition.

C. For fair and adequate consideration, to invest any money held under this Agreement and available for investment in any and all kinds of securities or property except wasting assets, whether or not of the kind authorized by the common law or by the laws of any state or country to which they would, in the absence of this provision, be subject, and to form or join in forming any corporation and subscribe for and acquire stock in any corporation in exchange for money or other property.

D. To invest and reinvest and retain the investment of the whole or any part of the Trust fund or any and all of the proceeds from the disposition of any assets of any Trust fund in any single security or other asset, or any limited number of securities or other assets, or any exchanged or merged or substitute or successor security or securities, or any single type or limited number of types of securities or other assets, without liability for any loss resulting from any lack of diversification; it being intended that this provision free and absolve the Trustees from any and all obligation or liability for any lack of diversification of investments and assets held in the Trust fund, or any loss resulting from the same, regardless of whether the investments or assets were held or owned by the Donor at any time or whether they are exchanged or merged for successor or substitute investments for assets owned by the Donor or whether they are investments or assets acquired during the Donor's life or after the Donor's death by the Trustees.

E. Subject to the express limitations of Section II of this Agreement, to retain cash included in the Trust fund without investment of the same for such period of time as the Trustees shall deem advisable, whenever the Trustees shall determine that it is inadvisable to invest such cash because of market conditions or for any other reason.

F. To vote directly or by proxy at any election or stockholders' meeting any shares of stock held under this Agreement.

G. To exercise or dispose of or reject any purchase rights arising from or issued in connection with any stock, securities, or other property held under this Agreement.

H. To repair, alter, or demolish any existing building or structure and to erect any buildings and structures on any real estate held under this Agreement.

I. To effect fire, rent, title, liability, casualty, or other insurance of such nature and in such form and amount as may be desirable on any property held under this Agreement.

J. To participate in any plan or proceeding for protecting or enforcing any right, obligation, or interest arising from any property held under this Agreement, or for reorganizing, consolidating, merging, or adjusting the finances of any corporation issuing the same; to accept in lieu of the same any new property; to pay any assessment or expense incident to such property; to join in any voting Trust Agreement and to do any other act or thing which the Trustees may deem necessary or advisable in connection with the same.

K. To employ, on such terms and with such discretionary powers as the Trustees may approve, servants, agents, custodians of securities, or other property, accountants, or other professional persons, and attorneys-at-law or in-fact, and to obtain the advice of any bank, trust company, investment counsel, or any other institution or individual, and permit books of account to be kept by any of the foregoing and pay for such services out of the Trust fund profiting by such services, making such division as between principal and income as the Trustees may deem just within the scope of generally accepted accounting principles.

L. To collect, pay, abandon, contest, compromise, or submit to arbitration any claim in favor of or against the Trust fund, or any part of it, or the Trustees.

M. To borrow money for such periods of time and on such terms and conditions as the Trustees may deem advisable for any purpose whatsoever, and the Trustees may mortgage or pledge such part or the whole of the Trust fund as may be required to secure the loan or loans.

N. To delegate from time to time the exercise of the Trustees' powers and duties, in whole or in part, to one or more other Trustees if any additional Trustee or Trustees are acting under this Agreement or to attorneys or agents, including in either case delegation of discretionary as well as ministerial powers and the delegation of the performance and execution of all acts and the exercise of all judgment and discretion in connection with the administration or performance of the Trust.

O. To manage and conduct or participate in the management or conduct of the affairs of any corporation, the stock of which may be held under this Agreement; to act as officer, director, attorney, or employee of any such corporation or for the Trust or Trustees and to receive reasonable compensation for acting as such; to vote the stock in favor of the increase or decrease of the capital of any such corporation and to take such action with regard to the stock in the interest of the Trust as the Trustees in the Trustees' discretion may determine; and personally to own stock or be interested in any corporation or business in which the Trust shall own stock or be interested.

P. To hold stocks and other assets and to open bank accounts for deposits of money comprising a part of the Trust fund in the individual name of a Trustee or the Trustees' nominee with or without disclosing any fiduciary relationship, and to employ custodians of securities or other property, and to permit the custodians to hold such securities or other property in their own name or in the name of a nominee, with or without disclosing any fiduciary relationship.

Q. To change the situs of the Trust and of any property which is a part of the Trust to any place in the United States of America.

R. Until (date), the Donor in a nonfiduciary capacity may reacquire the Trust corpus by substituting other property of an equivalent value.

Section IX. Governing Law. The construction, validity, and effect of this Agreement and the rights and duties of the Beneficiaries and the Trustees shall at all times be governed exclusively by the laws of .

Section X. Counterparts. This Agreement may be executed in any number of counterparts, any one of which shall constitute the Agreement between the parties.

Section XI. Construction.

A. Unless the context requires otherwise, all words used in this instrument in the singular number shall extend to and include the plural; all words used in the plural number shall extend to and include the singular; and all words used in any gender shall extend to and include all genders.

B. For all purposes under this instrument, adoption of a minor who is not an issue of the Donor by a person or persons shall have the same effect except for determining his or her age as if the minor were born to such person or persons on the date of his or her adoption.

C. As used in this instrument, the terms brother and sister shall include persons who have acquired the designated relationship by the half as well as the whole blood, but shall be limited to persons related to the Donor by blood or adoption.

D. As used in this instrument, the term Trustees shall include all those holding that office under this Agreement from time to time without regard to whether they were initially appointed, successor, or additional trustees.

E. As used in this instrument, the term children means first generation offspring of the designated ancestor; the term issue means both children of the designated ancestor and lineal descendants indefinitely.

Section XII. Trustees

A. and are appointed initial Trustees under this Agreement. Any of the Trustees, or any successor Trustee, shall have the power, exercisable by the execution of a written instrument so specifying, to nominate and appoint the Trustee's immediate successor as Trustee under this Agreement. The nomination may be changed by the nominating Trustee at any time while the Trustee is acting as Trustee under this Agreement. Any such nominated successor Trustee shall become a Trustee whenever the nominating Trustee shall cease to serve as Trustee. If any Trustee acting under this Agreement shall cease to serve as Trustee and (1) has not effectively nominated the Trustee's immediate successor as Trustee, or (2) if the so nominated successor Trustee shall, for any reason, not become a Trustee under this Agreement, then the remaining Trustee or Trustees then serving shall nominate and appoint such successor Trustee.

B. Any individual or corporation at any time serving as Trustee under this Agreement may resign as Trustee of any Trust or Trusts by delivering a written instrument to that effect signed by or on behalf of the Trustee to the Donor, if the Donor is then living, otherwise to the other Trustees then serving. Any such resignation shall be effective as of the date of completion of delivery of the instrument to such person or persons or as of such later date as shall be specified in the instrument.

C. No bond or other security shall ever be required to be given or be filed by any Trustee for the faithful execution of the Trustee's duty under this Agreement. If, notwithstanding the foregoing provision, a bond shall nevertheless be required, no sureties shall be required.

D. No Trustee shall be liable except for willful malfeasance or bad faith.

E. The vote of a majority of the Trustees entitled to act on any matter shall be sufficient to govern any action.

(Acknowledgments)

(Attachment of schedule)