Endowment Agreement

THE EDUCATIONAL TRUST AGREEMENT

THIS IRREVOCABLE TRUST AGREEMENT made and entered into at this of , , by and between of hereinafter called the GRANTOR, and of Richmond, Virginia, hereinafter called the TRUSTEE.

WITNESSETH:

WHEREAS, the Grantor has irrevocably transferred to the Trustee certain assets;

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

The express purpose of this trust is to provide for the post high school education of .

ARTICLE I

GENERAL PROVISIONS RELATING TO GRANTOR AND TRUSTEE

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

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

ARTICLE II

DISTRIBUTION

In the year of the creation of this trust, and in every succeeding calendar year thereafter in which the Grantor shall transfer property to this trust, the Trustee shall pay immediately to or for the benefit of each designated beneficiary of the Grantor who personally or through his guardian shall request property of a value equal to the applicable trust distribution amount.

ARTICLE III

POWERS AND DUTIES OF TRUSTEE

Without the order, consent, approval or confirmation of any court, person or persons, except as may be specifically required elsewhere herein, the Trustee shall have full power and authority to control and manage the trust estate and to do all acts and things as set forth in the agreement.

1. To compromise, settle, compound, or adjust any claim or demand by or against the trust estate;

2. To hold and retain indefinitely any securities or other property received in kind by the Trustee;

3. To sell, exchange, assign, transfer and convey any security or property held in the trust estate;

4. To invest and reinvest in such stocks, bonds and other securities and properties as the Trustee deems advisable;

5. To exercise conversion, subscription, and other similar rights pertinent to securities held hereunder;

6. To register or record and carry any property in the name of the Trustee or nominee;

7. To consider and treat capital gains and stock dividends as principal and other dividends as income;

8. To allocate receipts and disbursements to income or principal in Trustee's discretion;

9. To vote in person or by proxy any stocks or securities held;

10. To consent to and participate in any plan for liquidation, reorganization, consolidation or merger;

11. To lease real estate for such term and on such conditions as the Trustee may deem advisable;

12. To make distributions or divisions in cash or in specific property or partly in cash and partly in property;

13. To employ accountants, attorneys and agents as the Trustee may deem advisable;

14. To hold two or more trusts or funds in consolidated funds or as separate trusts;

15. To pay out of trust income and/or principal all taxes and governmental charges as necessary;

16. To contest or prosecute any claim for refund of any tax or charge;

17. To execute and deliver all deeds, mortgages, leases, contracts and other instruments relative to the trust estate;

18. To foreclose mortgages and land contracts and to bid for and purchase at judicial sales;

19. To join in partnerships or limited partnerships for legitimate purposes;

20. To do any and all things not inconsistent with the foregoing powers and authority.

ARTICLE IV

RULE AGAINST PERPETUITIES

Anything in this trust agreement to the contrary notwithstanding, no trust created hereunder shall continue beyond twenty-one (21) years after the death of ; and upon the expiration of such period all trusts shall terminate and the assets thereof shall be distributed outright to those parties then receiving the income therefrom.

ARTICLE V

PROHIBITION AGAINST ALIENATION

The interest of any beneficiary of any trust shall not be anticipated, sold, transferred, alienated, encumbered nor in any other manner assigned by any such beneficiary.

ARTICLE VI

RESIGNATION, REMOVAL OR REPLACEMENT OF TRUSTEE

A. Any Trustee may resign by giving thirty (30) days written notice to the income beneficiary not under legal disability.

B. The title to the trust estate shall vest forthwith in any Successor Trustee acting pursuant to the foregoing provisions hereof.

C. Each Successor Trustee hereunder shall have, exercise and enjoy all of the rights, privileges and powers given to the original Trustee.

D. In the event that any corporate Trustee shall become part of any other corporation having trust powers, that corporation shall be substituted in place and stead of the original Trustee.

E. Any Successor Trustee appointed under the terms of this Article shall be a bank or trust company having trust powers under the laws of the State of Virginia.

ARTICLE VII

BENEFICIARIES

When the Trustee shall receive notice satisfactory to that is regularly enrolled as a student in a college, university, or other institution of collegiate grade, the Trustee shall pay to or apply for her benefit the direct costs of tuition, books, fees and expenses attributable to such education including fees and dues, room and board, and reasonable living expenses up to per month so long as she is enrolled in an institution of collegiate grade.

If shall discontinue her studies, no further payment will be made under this section until , at which time the Trustee shall pay all the principal and accumulated income to and the trust shall terminate.

In the event dies at any time prior to , the Trustee or Successor Trustee shall terminate the trust and pay all accumulated assets to of .

This trust shall terminate upon (a) trust corpus being fully used up for education of the beneficiary, (b) the death of the beneficiary, or (c) .

ARTICLE VIII

WITHHOLDING OR POSTPONING DISTRIBUTION

1. Trustee's Discretion: Notwithstanding the foregoing provisions of Article Seven, but subject to the limitations of this Article, Trustee shall have the absolute discretion to withhold or postpone any or all non-discretionary distributions of principal to the Beneficiary or any Contingent Beneficiary if Trustee determines that the distribution should be withheld or postponed for any of the following reasons:

a. The beneficiary is physically, mentally, or emotionally impaired in a manner which affects the beneficiary's ability to effectively manage the distribution;

b. The beneficiary has a substance abuse problem which might adversely affect the beneficiary's ability to manage the distribution;

c. The beneficiary is involved in pending, threatened or potential litigation, bankruptcy, or insolvency proceedings;

d. The beneficiary is involved with a quasi-religious organization or living under conditions which would result in confiscation or appropriation of the distribution;

e. The tax consequences to the beneficiary or the beneficiary's estate would be disadvantageous;

2. Limitations on Withholding or Postponing Distributions: The provisions in this Article shall not apply to property distributable pursuant to a beneficiary's exercise or deemed exercise of a power of withdrawal or testamentary power of appointment.

3. Administration of Withheld or Postponed Distributions for Beneficiaries Entitled to Benefits: Trustee shall administer any withheld or postponed distributions for a beneficiary who is entitled to benefits from any local, state or federal government or from any private agency as follows:

a. Uses of Net Income or Principal. Trustee may refuse to distribute any or all of the beneficiary's share or may distribute so much of the net income or principal as necessary and proper to provide for extra and supplemental care, comfort, support, maintenance and education.

b. Statement of Grantor's Intent. It is Grantor's expectation that the trust income and principal will not be made available to provide primary support for beneficiary.

c. Lifetime Care. The Trustee may, in Trustee's discretion, obtain a lifetime care arrangement for beneficiary.

4. Conclusive Discretion of Trustee. Grantor desires Trustee to exercise the discretionary powers conferred on Trustee in a manner which will provide flexibility in the administration of the Trust under conditions from time to time existing, and the discretion of the Trustee shall be conclusive as to the advisability of any distribution of income or principal.

IN WITNESS WHEREOF, the Grantor has executed this instrument and the Trustee has evidenced its acceptance of the Trust herein expressed by setting their hands and seals this of , .

My Commission Expires: