Revocable Living Trust

REVOCABLE LIVING TRUST AGREEMENT

THIS REVOCABLE LIVING TRUST AGREEMENT, (hereinafter "Trust"), is being made on this the day of , 20 , by and between of County, State of North Dakota, hereinafter referred to as the Trustor, whether one or more, and the Trustee designated below and shall be governed and administered in accordance with the following terms and provisions:

ARTICLE I

NAME OF TRUST

1. NAME OF TRUST: This trust may be referred to as THE REVOCABLE LIVING TRUST and is created in accordance with Section 59-09-01 et seq. of the North Dakota Century Code.

ARTICLE II

IDENTIFICATION

2. TRUSTOR AND BENEFICIARIES: The Trustors or Settlors of this trust are and , Husband and Wife, residing at , , North Dakota . As used herein, the term “Trustor” shall mean all trustors of this trust, whether one or more. The Trustors are married and the parents of the following living child:

The Beneficiaries of the Trust during the lifetime of the Trustors is the Trustors. Except as otherwise provided herein, upon the death of the Trustor, the Beneficiary is the Child of the Trustor.

ARTICLE III

TRUSTEE APPOINTMENT

3. TRUSTEE APPOINTMENTS: The Trustor, hereby appoints , the Trustor, as Trustee of this Trust. If the Trustor is unable to serve as Trustee for any reason, then the Trustor hereby appoints as Successor Trustee. If neither the first or second Trustee are able to serve as Trustee for any reason, then the Trustor hereby appoints as Successor Trustee, whether one or more.

ARTICLE IV

ASSETS OF TRUST

4. ASSETS OF TRUST: All rights, title, and interest in and to all real and personal property, tangible or intangible, listed on the attached Schedule “A”, is hereby assigned, conveyed and delivered to the Trustee for inclusion in this Trust.

5. ADDITIONS TO TRUST PROPERTY: Additional property may be conveyed to the Trust by the Trustor, or any other third party at any time.

6. RIGHTS TO TRUST ASSETS: Except as specifically provided herein, the Beneficiaries of this trust shall have no rights to any assets of the trust.

7. HOMESTEAD EXEMPTION: Grantor(s) reserves the right to use, occupy and reside upon any real property placed in this Trust as their permanent residence during their lives.

ARTICLE V

TRUSTEE POWERS AND OTHER PROVISIONS

8. POWERS: The Trustor does hereby grant to the Trustee all powers necessary to deal with any and all property of the Trust as freely as the Trustor could do individually.

(A) TRUST ASSETS: The Trustee is hereby authorized and granted all powers necessary to retain as a permanent investment of the Trust.

(B) NONPRODUCTIVE ASSETS: The Trustee is hereby granted all powers and authority necessary to hold uninvested cash.

(C) INVESTMENT POWERS: The Trustee is hereby granted all powers necessary to invest and reinvest any and all of the property of the Trust.

(D) SECURITIES: The Trustee is specifically authorized, in his or her discretion, to maintain brokerage margin accounts.

(E) ADDITIONAL PROPERTY: The Trustee is specifically authorized to receive additional property from any source.

(F) SELL AND LEASE: The Trustee is hereby granted all powers necessary to sell, convey, lease, transfer, exchange, grant options to purchase or otherwise dispose of any Trust asset.

(G) INSURANCE: The Trustee is specifically authorized to insure Trust property and assets with any insurer against any hazards.

(H) BORROWING AND LENDING: The Trustee is specifically authorized to lend Trust funds to any borrower, on any terms deemed advisable.

(I) MODIFICATION OF TERMS: The Trustee is specifically authorized to initiate or change the terms of collection or of payment of any debt, security, or other obligation.

(J) CLAIMS: The Trustee is hereby granted all powers necessary to compromise, adjust, arbitrate, sue on, defend, or otherwise deal with any claim.

(K) DISTRIBUTIONS: The Trustee is specifically authorized to distribute any shares of the Trust in cash or in property.

(L) NOMINEE: The Trustee is specifically authorized to hold any or all of the Trust assets in the Trustee's own name or nominee name.

(M) FORECLOSURE: The Trustee is specifically authorized to foreclose on any mortgage.

(N) ENCUMBRANCES: The Trustee may pay off any encumbrance on any Trust asset.

(O) VOTING: The Trustee may vote stock for any purpose, either in person or by proxy.

(P) REORGANIZATION: The Trustee is hereby granted all powers necessary to unite with other owners of property similar to any property held in this Trust.

(Q) PURCHASE FROM ESTATE OR TRUST: The Trustee is specifically authorized to purchase property of any type from a Trustor or beneficiary's estate or Trust.

(R) ASSISTANTS AND AGENTS: The Trustee is hereby granted all powers necessary to employ any person or persons the Trustee deems advisable.

(S) RESERVES: The Trustee is hereby authorized to set aside and maintain reserves for the payment of present or future expenses.

(T) MANAGEMENT OF REALTY: The Trustee is specifically authorized to deal with real and personalty, including oil, gas, and mineral rights.

(U) BUSINESS: With respect to any business that is part of or may become part of any Trust, no matter how such business may be organized, the Trustee is hereby granted the authority to:

a. hold, retain and continue to operate such business solely at the risk of the Trust estate.

b. incorporate, dissolve, liquidate, or sell such business at any time and upon any terms as the Trustee deems advisable.

c. engage in the redemption of stock and to take such actions as are necessary to qualify the redemption under IRC Sections 302 or 303.

d. create a special lien for the payment of deferred death taxes under IRC Section 6324.

e. create, continue, or terminate an S-Corporation election.

9. AUTHORITY TO ACT: The approval of any court, the Trustor, or any beneficiary of any Trust created by this Trust shall not be required for any dealings with the Trustee of this Trust.

ARTICLE VI

TRUST ADMINISTRATION DURING LIFE OF TRUSTOR

10. MANAGEMENT OF TRUST PROPERTY: All property of the Trust shall be managed by the Trustee at the direction of the Trustor.

11. INCAPACITY OF TRUSTOR: During any period of incapacitation of the Trustor, the Successor Trustee may apply or expend all or a part of the income and principal of this Trust.

12. RESERVATION OF RIGHTS: Except during periods of incapacitation as defined by this Trust Agreement, upon delivery to the Trustee of a written instrument, signed and acknowledged by the Trustor, the Trustor does hereby reserve during his or her lifetime the following rights:

(A) To revoke this Trust Agreement in its entirety and to recover any and all remaining property of the Trust.

(B) To alter or amend this instrument in any and every particular at any time and from time to time.

(C) To change the identity or number, or both, of the Trustee and/or Successor Trustee.

(D) To withdraw from the operation of this Trust, at any time and from time to time, any or all of the Trust property.

ARTICLE VII

DISTRIBUTIONS DURING LIFETIME OF TRUSTORS

13. GENERAL DISTRIBUTIONS: The following options are available to the Trustee regarding the distribution of principal or income to or for a beneficiary:

(A) Payments may be made directly to the beneficiary as an allowance.

(B) Payments may be made to the Guardian of the beneficiary.

(C) Payments may be made to a relative of the beneficiary upon the agreement of such relative to expend such income or principal solely for the benefit of the beneficiary.

(D) The Trustee may expend such income or principal directly for the beneficiary.

(E) In making distributions of income or principal, the Trustee shall be mindful of the Beneficiaries' health, education, support, maintenance, comfort and general welfare needs.

14. RESIDENCE: A residence may be purchased or otherwise obtained by the Trustee for the benefit of an income beneficiary of any Trust.

15. OTHER PAYMENTS: At the request of any Trustor in writing, the Trustee shall make lump sum or periodic payments to any third party designated by such Trustor.

ARTICLE VIII

TRUST ADMINISTRATION AFTER TRUSTOR’S DEATH

16. TRUSTEE: Upon the death of the Trustor, the Successor Trustee shall continue to administer the assets of this Trust.

17. BENEFITS PAYABLE TO TRUST: Upon the death of the Trustor, the Trustee is hereby authorized to take any and every action necessary to collect any and all benefits payable to the Trust.

18. LIABILITIES OF TRUSTOR’S ESTATE: Prior to the distribution of any assets of this Trust, the Trustee may pay to the Trustor’s estate any or all of the Trustor’s just debts, funeral expenses, and administration expenses.

19. TAXES: Upon the death of the Trustor, all estate and inheritance taxes that become due and payable upon all of the property comprising the Trustor’s gross estate shall be paid by the Trustee.

20. ADDITIONAL DISTRIBUTIONS: The Trustee is hereby authorized to pay to the Probate Estate of the deceased Trustor as much of the income and principal of this Trust as the Trustee deems necessary.

21. GIFTS: The Trustee shall, upon the death of the Trustor, make such gifts of the tangible personal property of the Trustor held or acquired by this Trust as may be directed by the Trustor’s Will or Schedule B.

ARTICLE IX

TRUSTOR’S DEATH

22. DISTRIBUTIONS: Upon the death of the Trustor, the following distributions shall be made from the property of this Trust after payment of the Trustor’s just debts, funeral expenses, expenses of any last illness, and the other distributions otherwise provided for in this Trust.

(a) DISTRIBUTION UPON DEATH OF FIRST TRUSTOR: Following the death of the first Trustor, the Trustee shall pay to or for the benefit of the Surviving Spouse as the Trustee deems necessary.

(b) DISPOSITION OF TRUST ESTATE ON DEATH OF SURVIVING TRUSTOR: If the child of the Trustors survives the Surviving Trustor, the trustee shall distribute the Trust property to the child of the Trustors.

(c) SPRINKLING TRUST: The Trustee shall hold, administer, and distribute the assets of the Sprinkling Trust as follows:

(d) SPRINKLING TRUST FOR ISSUE: Each share or portion of the Trust estate allocated to a Sprinkling Trust for Issue shall be held, administered, and distributed by the Trustee as a separate Trust.

23. DEATH OF BENEFICIARY: Should a named beneficiary die before a complete distribution of this Trust is made, and that Beneficiary leave no living issue, then that beneficiary’s share shall go to the surviving Beneficiaries.

ARTICLE X

TRUSTEE PROVISIONS

24. THIRD PARTIES: Any person dealing in good faith with the Trustee shall deal only with the Trustee and shall presume the Trustee has full power and authority to act on behalf of the Trust.

25. COMPENSATION: Any beneficiary of this Trust serving as Trustee shall do so without compensation for his or her services, except reimbursement for reasonable expenses.

26. BOND AND QUALIFICATIONS: Bond shall not be required of the Trustee or any Successor Trustee.

27. SUCCESSOR TRUSTEE(S): No Successor Trustee shall be responsible for acts of any prior Trustee.

28. REMOVAL OF SUCCESSOR TRUSTEES: A Successor Trustee may be removed by the last individual to serve as Trustee.

29. DELEGATION OF POWERS: Any management function of any Trust may be delegated by any Trustee to any Successor Trustee.

30. LIMITED AMENDMENT POWER: The Trustee shall enjoy a limited power to amend management functions of this Trust only as may be required.

31. RESIGNATION OF TRUSTEE: Any Trustee may resign by writing filed among the trust papers effective upon the trustees’ discharge.

32. NONLIABILITY FOR ACTION OR INACTION BASED ON LACK OF KNOWLEDGE OF EVENTS.

33. TRUSTEE AS BENEFICIARY.

34. WAIVER OF ACCOUNTING.

ARTICLE XI

TRUST ADMINISTRATION

35. ALLOCATION TO PRINCIPAL AND INCOME – SEPARATE TRUSTS:

36. ALIENATION: Excepting the Trustor, no income or principal beneficiary of any Trust shall have any right or power to anticipate, pledge, assign, sell, transfer, alienate or encumber his or her interest in the Trust.

37. TERMINATION OF TRUST: Should the aggregate principal of any Trust at any time be valued at Twenty Thousand Dollars ($20,000) or less, the Trustee may terminate such Trust.

38. ELECTIONS: The Trustee and the Personal Representative of the Trustor's estate will have various options in the exercise of discretionary powers.

39. BENEFICIARY DESIGNATION: Upon written designation by the Trustor of a beneficiary for a qualified plan or IRA benefits made payable to this Trust, the Trustee shall distribute the right to receive such benefits to the designated beneficiary.

40. CERTIFICATE OF TRUST: The Trustee is hereby authorized and granted all powers necessary to execute a Certificate of Trust.

41. REGISTRATION OF TRUST ASSETS: Assets of this Trust during the Trustor’s lifetime shall be registered as follows: , Trustee, or his or her successors in trust, under THE REVOCABLE TRUST, dated the day of , 20 , and any amendments thereto.

42. TAX IDENTIFICATION: This Trust shall be identified during the Trustor’s lifetime by the Trustor's Social Security Number .

43. SPENDTHRIFT CLAUSE: The interest of any Beneficiary of this Trust in the income and principal shall not be subject to claims of creditors.

44. PERPETUITIES CLAUSE: All Trusts created by this instrument and interests therein shall vest in their then beneficiary twenty-one years after the death of the last of the issue of the Trustor who was alive when the Trustor died.

ARTICLE XII

TERMS AND DEFINITIONS

The terms below, as used throughout this Trust Agreement, shall have the following meaning:

45. INCAPACITATED: For the purposes of this Trust Agreement, if a Trustee or a beneficiary is under a legal disability, or by reason of illness, mental or physical disability is unable to properly manage affairs, he or she shall be deemed incapacitated.

46. REHABILITATION: A Trustee or beneficiary shall be deemed rehabilitated when he or she is no longer under a legal disability.

47. GUARDIANSHIP: During any period of incapacity or incompetence, the Trustor does hereby nominate as Guardian of the Trustor’s property the same person(s) in name and order of succession who serve as Trustee.

48. SURVIVORSHIP: This Agreement shall be binding upon the heirs, personal representatives, successors and assigns of the parties hereto.

49. APPLICABLE LAW: This Agreement shall in all respects be construed and regulated according to the laws of the State of North Dakota.

50. TRUSTEE AND TRUST: The term “Trustee" refers to the single, multiple and Successor Trustee, who at any time may be appointed and acting in a fiduciary capacity under the terms of this agreement.

51. GENDER - SINGULAR AND PLURAL: Where appropriate, words used in the plural or collective sense include the singular and vice-versa.

52. IRC: The term "IRC" refers to the Internal Revenue Code and its valid regulations.

53. SERVE OR CONTINUE TO SERVE: A person cannot "serve or continue to serve" in a particular capacity if they are incapacitated, deceased, have resigned, or are removed by a court of competent jurisdiction.

54. ISSUE: The term "issue" shall include adopted issue of descendants and lineal descendants, both natural and legally adopted indefinitely.

55. NOTICE: No person shall have notice of any event or document until receipt of written notice.

56. MERGER: The doctrine of merger shall not apply to any interests under any Trust.

57. REPRESENTATION: In any Trust matter a beneficiary whose interest is subject to a condition shall represent the interests in the Trust of those who would take in default of said condition.

SIGNATURES

STATE OF NORTH DAKOTA

COUNTY OF

On this day of , in the year , before me personally appeared , known to me (or proved to me on the oath of ) to be the person who is described in and who executed the within and foregoing instrument, and acknowledged to me that executed the same.

THE REVOCABLE LIVING TRUST

Schedule A

The sum of One Hundred Dollars ($100.00) in cash.

TOGETHER WITH: