Revocable Trust Agreement

Qualifying Subchapter-S Revocable Trust Agreement

Trust agreement made , between , of , hereinafter called the Trustor, and , of , hereinafter called the Trustee.

The Trustor does now transfer to the Trustee, in trust, all the property listed in Schedule A attached to this Agreement. The Trustor also desires or may desire to have the proceeds of one or more policies of insurance on the Trustor's life payable to the Trustee under this Agreement. At the request of the Trustor the Trustee agrees to hold such property and such life insurance proceeds and all additions to them, from whatever source, in Trust as follows:

I. Identification of Parties.

A. This Trust shall be known as the “.”

B. The Trustee of this Trust during the Trustor's lifetime shall be the Trustor. Upon the resignation or incapacity of the Trustor, the Trustor's spouse shall be Trustee so long as the Trustor is then living. Upon the death, resignation or incapacity of the Trustor's spouse while serving as Trustee during the Trustor's lifetime, shall be Trustee so long as the Trustor is then living. Upon the death of the Trustor, the Trustor's spouse shall be Trustee. The Trustor's spouse shall be succeeded upon death, resignation or incapacity by . In no case, however, shall the successor Trustee be anyone other than one or more individual citizens of the United States or domestic corporations.

C. The current income beneficiary of this Trust shall be .

II. Additions to Trust. Additional funds, securities and property acceptable to the Trustee may be transferred by the Trustor or other persons from time to time to the trust, either during the lifetime of the Trustor or other transferor, or after death of the Trustor or other transferor, by virtue of the terms of the Trustor's last will and testament, as additions to the Trust estate, and all such further funds, securities, and property shall be dealt with by the Trustee pursuant to the terms of this Agreement. A description of such additional funds, securities or property in such event may be attached to this Agreement by appropriate schedule.

III. Rights of Trustor. Notwithstanding anything contained in this Agreement to the contrary, as long as the Trustor is living and has not been declared incapacitated through the procedure set forth in Section XII, Paragraph B, of this Agreement, and has not relinquished the rights and powers reserved to the Trustor under this Agreement:

A. The Trustor shall have the right at any time to amend any of the provisions of this Trust Agreement or of any amendment of this Agreement, by an Agreement in writing executed by the Trustor and the trustee, and to revoke or amend this Trust Agreement by the Trustor's act alone, by an instrument in writing executed by the Trustor and delivered to the Trustee.

B. If at any time during the Trustor's lifetime, the Trustor shall deliver a notice in writing signed by the Trustor stating that the Trustor relinquishes the powers reserved by the Trustor under this Section, then such powers shall cease and terminate, and from and after the delivery of such notice the Trustee shall have those powers with respect to the Trust estate otherwise provided in this Agreement.

IV. Distribution.

A. During the life of the current income beneficiary, all income of this Trust shall be distributed currently to the current income beneficiary.

B. Principal distributions shall be made to the current income beneficiary upon the following circumstances:

Such sums shall be paid from the principal as the Trustee shall determine is necessary to meet one of the following criteria:

1. As reasonably necessary in order to provide the current income beneficiary with the highest quality health care reasonably available in the metropolitan area.

2. As reasonably necessary in order to provide for the current income beneficiary's education, maintenance and accustomed standard of living. The Trustee shall take into account the current income beneficiary's other financial sources in determining whether or not a distribution shall be made from the principal of this Trust.

C. Upon the termination of this Trust, the then accumulated income, if any, shall be distributed to the current income beneficiary, or his or her estate, as the case may be, and the remaining principal shall be distributed as follows:

V. Rule against Perpetuities. If the provisions of any Trust under this Agreement shall violate the rule against perpetuities, then such Trust shall terminate if it has not previously terminated, years after the death of the survivor of all of the beneficiaries of all of the Trusts under this Agreement whose lives shall be competent under the rule.

VI. Frequency of Payments. Payments of income and principal which the Trustee is required to make to a beneficiary under the provisions of this Agreement shall be made at times fixed by the disinterested Trustee but at least as often as quarterly.

VII. Spendthrift Provision. The interest of the beneficiary in the income or principal of a Trust under this Agreement shall be free from the control or interference of any creditor of a beneficiary or of any spouse of a married beneficiary. Such interest shall not be liable for the debts of any beneficiary and no beneficiary shall have any power to sell, assign, transfer, encumber, or in any manner anticipate or dispose of his or her interest in the Trust property or the income from such property, except as may be done pursuant to any power of appointment granted under this Agreement.

VIII. Disclaimers and Releases. The donee of any beneficial interest or power of appointment under this Agreement may disclaim or release in whole or in part such power or interest. In addition to any other method of disclaimer or release recognized by law, the holder of the power or interest may disclaim or release by delivering to the Trustee an instrument in writing declaring the holder's intention in this regard.

IX. Accountings.

A. The Trustee shall not be required to render any accountings to any court, but he or she shall render an account at least annually to each beneficiary currently entitled to receive income or principal. The written approval of such account by such person or his or her guardian or legal representative shall, as to all matters and transactions stated in the account, be final and binding upon all persons (whether in being or not) who are then or may later become interested in, or entitled to share in, either the income or principal of such trust; provided always, however, that nothing contained in this Section shall be deemed to give such person acting in conjunction with the Trustee the power to alter, amend, revoke, or terminate such Trust.

B. The Trustee shall have the entire care and custody of all of the assets comprising the Trust estate and shall maintain full and accurate books of account and records of receipts and disbursements and other financial transactions relative to the Trust estate, all of which shall be available for inspection at any reasonable time by any beneficiary of this Trust, or his or her legal representative.

X. Powers and Duties of Trustees.

A. The Trustee of each Trust established under this Agreement shall have the following powers and duties, in extension and not in limitation of the powers given him or her by law, including the powers set forth in , or other provisions of this instrument, it being intended that the Trustee possess the broadest, fullest and most complete power and authority and in each case to be exercised from time to time in such manner, and to such extent as the Trustee, in his or her sole and absolute discretion, shall deem advisable and desirable, and without order or license of court:

1. To take possession of any insurance proceeds and of any property forming a part of the Trust estate; to receive additions to the Trust under this Agreement by gift or will or otherwise and to hold and administer the same under the provisions of this Agreement; and to collect the income and profits from such property.

2. To retain indefinitely all property in the form in which the same shall be received by him or her so acquired through investments or otherwise without liability for any loss that may be incurred by retention in such form, and without regard to the proportion that any one asset or class of assets may bear to the whole.

3. To purchase, invest in, reinvest in, or otherwise acquire, and to retain, whether originally a part of the Trust estate or subsequently acquired, any and all stocks, bonds, notes, or other securities, or any variety of real or personal property, including stocks or interests in investment trusts and common Trust funds operated and managed by a corporate trustee, including the Trustee of any Trust under this Agreement, as he or she may deem advisable, whether or not such investments be of the character permissible for investments by fiduciaries; during the Trustor's lifetime, to buy, sell and trade in securities of any nature, including short sales, on margin, and for such purposes the Trustee may maintain and operate margin accounts with brokers, and may pledge any securities held or purchased by him or her with such brokers as security for loans and advances made to the trustee. Investments need not be diversified and may be made or retained with a view to a possible increase in value. The Trustee may, at any time, render liquid the Trust estate, in whole or in part, and hold cash or readily marketable securities of little or no yield for such period as the Trustee may deem advisable.

4. To option, sell and convey, mortgage, encumber, lease, exchange, pledge, partition, plat, subdivide, improve, repair, surrender, abandon or otherwise deal with or dispose of any and all property forming a part of the Trust estate, as such time or times and in such manner and upon such terms as, in the absolute and uncontrolled discretion of the Trustee may be deemed expedient and proper; to give options for such property; to execute deeds, transfers, leases, pledges, mortgages, and other instruments of any kind. Any leases and contracts may extend beyond the term of the trust.

5. To purchase from the estate of the Trustor or of any beneficiary of a Trust established under this Agreement, or from any other Trustee established under this Agreement, such properties as may be deemed by the Trustee necessary or advisable to facilitate the settlement of such estate or the administration of such Trust.

6. To loan with adequate interest or security to the personal representative of the estate of the Trustor or of any beneficiary of a Trust under this Agreement (whether or not the Trustee under this Agreement is, at the same time, a personal representative of such estate), out of either the principal or the accumulated income of the Trust estate, such amounts as the Trustee may deem necessary or advisable to protect and conserve the assets of such estate.

7. To pay if deemed advisable any obligations of the estate of the Trustor or of any beneficiary of a Trust under this Agreement, directly to the creditor, including funeral expenses, expenses of administration, federal and state income, estate, inheritance, succession, transfer, gift or like taxes arising or owing on the death of such deceased Trustor or beneficiary; provided, however, that if the Trust holds any U.S. treasury bonds that may be redeemed at par for the purpose of applying the proceeds to the payment of federal estate tax, the Trustee shall pay the federal estate tax to the extent of the face amount of such bonds plus accrued interest to date of redemption.

8. Assets received by the Trustee under certain trusts and plans to the extent excludable under Internal Revenue Code Section 2039(c), as amended or supplemented, shall in no event be applied to satisfy obligations of the Trustor's estate.

9. The Trustee's power to satisfy obligations of the Trustor's estate shall include the right to compromise and to pay, as soon as convenient after the Trustor's or beneficiary's death, any of such taxes on future or contingent interests, without requiring any reimbursement from such deceased Trustor's or income beneficiary's personal representative or other persons receiving property as a result of such Trustor's or income beneficiary's death, provided, however, that such payments shall be made only from the separate Trust of which the decedent was an income beneficiary.

10. To make loans with adequate interest and with adequate security unless the loan is made to the beneficiary of the Trust making the loan or to his or her estate, in which case the loan may be made without adequate interest or adequate security, provided, however, that the powers given in this Subparagraph A-10 shall be exercisable only by the disinterested Trustee. The Trustee shall not be liable for any losses suffered by the Trust estate as a result of his or her exercise or powers under Subparagraphs A-5 through A-10

11. To borrow money upon terms acceptable to the Trustee from any person or corporation, including any banking corporation which is also personal representative of the Last Will and Testament of the Trustor or any beneficiary of a Trust under this Agreement, or Trustee of any Trust under this Agreement, and to pledge or mortgage any property as security for such loan and to renew any indebtedness incurred by the Trustor or by the Trustee.

12. To open and to close checking or savings accounts, in banks or similar financial institutions, and safety deposit boxes in the name of a Trustee or in the name of a nominee, with or without indication of any fiduciary capacity; to deposit cash in and withdraw cash from such accounts or boxes, with or without indication of any fiduciary capacity; to hold such accounts and securities in bearer form, or in the name of a Trustee or in the name of a nominee with or without indication of any fiduciary capacity.

13. To give general or special proxies or powers of attorney for voting or acting in respect of shares or securities, which may be discretionary and with power of substitution; to deposit shares or securities with, or transfer them to, protective committees or similar bodies; to join in any reorganization and to pay assessments or subscriptions called for in connection with shares or securities held by the Trustee.

14. To improve or develop real estate; to construct, alter or repair buildings or structures on real estate; to settle boundary lines and easements and other rights with respect to real estate; to partition and to join with co-owners and others in dealing with real estate in any way.

15. To exercise or sell any option, right or privilege to purchase stock or other securities or property which the Trustor might have at Trustor's death or which becomes available during the administration of the Trust estate.

16. To adjust, arbitrate, compromise, sue or defend, abandon or otherwise deal with and settle any and all claims in favor of or against the Trust estate as the Trustee shall deem proper.

17. To employ investment counsel, custodians or estate property, brokers, accountants, attorneys, and any other agents to act in his or her behalf; generally to do any act or thing and execute all instruments necessary, incidental or convenient to the proper administration of the Trust estate.

18. To allocate between income and principal all receipts and disbursements in such manner as the disinterested Trustee may consider advisable, notwithstanding the provisions of the Uniform Principal and Income Act, always giving greater weight to the current needs of a vested beneficiary than to the possible needs of a remainderman; provided, however, that no allocation shall be made which may disqualify as a marital deduction for federal estate tax purposes any property passing to the spouse of the Trustor. Where any distribution may result in a disproportionate income tax burden on any beneficiary, the Trustee may make an additional distribution to offset such burden.

19. To make payments, division, or distribution of any Trust fund, wholly or partly in kind and to make non-pro-rata distributions of such in kind property; provided, however, any distributions made pursuant to any provision of this Agreement which disposes of tangible personal property shall be made in not more than installments.

20. To keep any or all of the estate property at any place or places in or elsewhere within the United States or abroad or with a depositary or custodian at such place or places.

21. To mingle the Trust property of the separate trusts established by this Agreement and to allocate and indicate the interest of any beneficiary by book entry rather than by physical division of property.

22. Whenever any payment under this Trust Agreement is required to be made to a minor, the interest so required to be paid shall be indefeasibly vested in the minor, but the Trustee may, but is not required to, retain, manage, and administer, in trust, the amount payable, in whole or in part, until the minor attains the age of majority or dies, whichever first occurs. During such period, the Trustee shall pay to or for the benefit of such minor so much of the income and principal of his or her share as the disinterested trustee, in his or her sole and uncontrolled discretion, shall determine in order to provide for his or her care, support, emergencies, health, maintenance and education (including university, post graduate, or professional training). Any unexpended portion of the annual net income of such share shall be retained by the Trustee for the benefit of such minor. When such minor attains the age of majority, or upon his or her death, whichever first occurs, the entire share of such minor beneficiary and any accumulation of income shall be transferred and delivered over to such beneficiary or his or her estate without reservations of any kind.

23. To distribute any share intended for the child or children of any deceased beneficiary to such child or children without reservations of any kind, or to apply the whole or any part of the income or principal payable under this Agreement to any minor or to any other person who in the opinion of the disinterested Trustee is incapacitated through illness, age, or other cause, at such time and in such manner as deemed advisable by the disinterested trustee, whether by direct payment to the proper beneficiary's and his or her dependents' expenses or by payment to a person selected by the disinterested Trustee to receive payments for such beneficiary and his or her dependents. Any payments so made shall constitute a full discharge of the duties of the Trustee to the extent of such payment.

24. To pay over to a vested beneficiary the entire principal of the Trust for his or her benefit, terminating the trust, when in the uncontrolled discretion of the disinterested Trustee it might become expedient or advisable to do so for any of the following reasons or any other reason which the disinterested Trustee may deem sufficient: (a) changes in the political, economic, or social order in the United States; (b) legislation, regulation, or court decisions detrimental to any Trustor Trusts under this Agreement, or any beneficiary of such a Trust; (c) lack of availability of suitable Trust investments for an extended period; (d) insufficient principal to justify the expense of continuing the Trust's existence; or (e) other events which do or may tend to greatly impair the intent and purposes of this instrument. Notwithstanding any other provisions of this Agreement, the powers granted in this Paragraph 24 shall be effective only as long as their existence will not cause the Trust property or any part of it to be included in the estate of the person holding such power unless some other term or terms of this Trust Agreement already cause such result.

25. To make an irrevocable election pursuant to Internal Revenue Code § 2056(b)(7), as amended or supplemented, to the extent permitted under the law under which certain life interest property will be deemed to be qualified terminable interest property qualifying for the federal estate tax marital deduction whenever the Trustee deems it advisable for overall federal estate tax and state tax purposes to make such election. The decision of the Trustee in this regard shall be binding and conclusive on all concerned and the Trustee shall not be liable for any loss to the Trustor's estate or to any beneficiary which results from his or her decision to either elect or not elect such tax treatment.

B. If the provisions under the Trustor trusts created in this Agreement shall become substantially the same as the provisions under any other Trustor trusts established by the Trustor or by the Trustor's spouse or by any other person for the same beneficiary or beneficiaries, or whenever the effect of the existence of more than one Trust is the loss of a tax deduction or credit, then the Trustee may, at its complete discretion, terminate such Trustor trusts created under this Agreement and distribute all or a part of the assets of the Trustor all or part of any beneficiary's share to the Trustee of the similar Trustor trusts, and the assets so distributed or received shall be treated as an addition to the similar Trustor trusts or to this Trustor trusts, as the case may be, and such asset shall be held, treated and disposed of as a part of such Trust, and if distributed to a similar Trustor trusts, the Trustor trusts created under this Agreement shall then terminate and if held under this Agreement shall be allocated to the appropriate beneficiaries. The purpose of this paragraph is to eliminate the necessity of maintaining two or more separate trusts with similar provisions for the same beneficiaries.

C. All powers given to the Trustee by this instrument are exercisable by the Trustee only in a fiduciary capacity. Notwithstanding any other provisions of this Agreement, all powers and discretions vested in the Trustee under this Section or under any other section in this instrument such as, but not limited to, powers, standards, and criteria for the determination to distribute income or principal, shall be vested in the disinterested Trustee whenever such vesting would prevent the Trust property, or the income from such property which is not actually distributed to a vested beneficiary, from being included in the beneficiary's estate for federal income, gift, or estate tax purposes.

D. Any noncorporate Trustee may delegate at any time, and for any time period, any or all of his or her rights, powers, duties and authority, whether or not discretionary, to the other Trustee or to other persons by an instrument in writing signed by such delegating Trustee and delivered personally or sent by certified mail to the other Trustees and to the delegate. No right, power or duty from the exercise of which a Trustee is expressly excluded, however, may be thus delegated to such excluded Trustee. Any such delegating instrument shall be revocable at any time by a similarly delivered or sent signed instrument and shall be revoked at the death of the delegator or delegatee.

XI. Operation of Business of Trustor. The Trustee is authorized to continue the Trustor's business so long as the Trustee shall deem it to be in the best interests of the beneficiaries under this Trust Agreement and to exercise all powers with respect to such business which Trustor could exercise if living. This shall include, but is not limited to, the power to sell or liquidate the business at such price and upon such terms as the Trustee shall consider proper; to name or change officers, directors or employees and the power to expand, limit, alter, incorporate, merge or reconstitute such business in any way the Trustee deems advisable. In the absence of final notice to the contrary, the Trustee may accept as correct financial or other statements rendered by the managers of the business or corporation from time to time as to its condition and operations. Any corporation in which the Trustor has a substantial or controlling interest shall be regarded as an entity separate from the Trustor's estate, and no accounting as to its business or operation shall be required to be made to the probate court. If such business is retained or continued by the trustee, he or she shall receive such compensation in addition to that which he or she would otherwise be entitled as Trustee as will reasonably compensate the Trustee for his or her additional services in the management and operation of such business and the Trustee shall in no way be liable for any loss resulting from such retention or continuance or from the operation of such business or the acts of its officers and directors except where such loss is the result of the Trustee's willful misconduct or gross negligence.

XII. Trustees.

A. The Trustee of this Trust shall be as set forth in Section I.

B. During the lifetime of the Trustor, no successor Trustee shall actually have duties or powers under this Trust Agreement except if the Trustor shall become incapacitated through illness, age or other cause. In such event, any interested party (including any of the designated successor trustees) to this Trust may allege in an affidavit to the next succeeding Trustee (the Trustee designate) that the Trustor is so incapacitated through illness, age or other cause, that the Trustor is unable to care for the Trustor's personal needs or finances. If: (1) such allegation is accompanied by the certificate of registered doctors, one of whom is Trustor's family or attendant physician if available, that Trustor is unable to care for the Trustor's personal needs or finances; or (2) if the next succeeding Trustee designate determines by any other means that the Trustor is unable to care for the Trustor's personal needs or finances, then the next succeeding Trustee or co-trustees designated in this Agreement as succeeding the Trustor shall become the Trustee under this Agreement until the Trustor shall no longer be so incapacitated. Whether or not Trustor is no longer so incapacitated shall be determined by a like process as that used in determining Trustor's incapacity. Upon such determination, the Trustor shall again be Trustee and shall reassume all of the title, powers, rights, discretion, obligations and immunities the Trustee possessed before the incapacity. If the next succeeding Trustee designate refuses to act within days of its receipt of such affidavit, any interested party may petition a court of competent jurisdiction to make such determination. The next succeeding Trustee designate shall not be liable for any claim which may arise as a result of his or her deciding to assume from or return to the Trustor the duties of the next succeeding Trustee pursuant to this Section, even if such assumption or return violates the terms of this Agreement or was unreasonable. There shall always be a disinterested Trustee of each Trust under this instrument after the death of the Trustor.

C. References in this instrument to disinterested trustee mean the Trustee under this Agreement who has no interest in the Trust property and who cannot be benefited by the exercise of the powers vested exclusively in the disinterested trustee. In addition, the disinterested Trustee must be one who can possess the powers vested exclusively in the disinterested Trustee without causing trust income or principal to be attributable to a Trust beneficiary for federal income, gift, or estate tax purposes prior to the distribution of the Trust income or principal to the beneficiary.

D. A Trustee of a Trust under this Agreement may resign at any time by delivering days' written notice of such resignation to the Trustor during the Trustor's lifetime, or if the Trustor is deceased to the oldest vested beneficiary of such Trust. If no successor Trustee is named in this Agreement, the successor Trustee shall be appointed in writing by the oldest vested beneficiary of that Trust, or by his or her guardian or legal representative. In no case, however, shall the successor Trustee be anyone other than one or more individual citizens of the United States or domestic corporations. If no successor Trustee is appointed by the effective date of a trustee's resignation, the resigning Trustee shall have the right to select and appoint his or her successor.

E. References to the Trustee or Trustees include successor Trustees. A successor Trustee shall succeed to all of the title, powers, rights, discretion, obligations and immunities of the original trustee. The successor Trustee shall not, however, be obligated to accept, ratify or approve of any of the acts, omissions, or defaults of the trustee, nor shall the successor Trustee be required to audit or verify the records of the trustee. The fact that the successor Trustee has assumed and carried out his or her duties without protest or exception cannot be deemed as an acceptance, ratification or approval. The successor Trustee shall be entitled to rely upon any statements and records (which may come into the successor trustee's possession after a reasonable search) of the Trustee as to the assets of this Trust and, shall have no responsibility or liability under this Agreement to any person for the assets of this Trust until reduced to the possession of the successor Trustee.

F. Any corporate Trustee named under this Agreement shall have the sole custody of all of the intangible personal property, as well as the custody of the documents of title to all property comprising each Trust estate, except as the corporate Trustee may permit a co Trustee to have custody or control of the funds, securities, or property. Upon the death of the natural trustee, or if for any reason the natural Trustee shall fail to qualify or act as Trustee under this Agreement, and no natural Trustee shall be named as successor, then the body or corpus of the Trust estate shall vest in the corporate Trustee as the sole Trustee, with all the powers, rights and responsibilities given in this Agreement to the joint trustees.

G. No one dealing with the Trustee need inquire concerning the validity of anything the Trustee purports to do, or need see to the application of any money paid or any property transferred to or upon the order of the Trustee.

H. No Trustee shall be responsible for the acts or omissions of a Co-Trustee or for allowing a Co-Trustee to have custody or control of the funds, securities, or property. Each Trustee shall be responsible only for his or her own acts or omissions. Furthermore, a successor Trustee shall not be liable for any action taken by the Trustee prior to the time such successor Trustee becomes a trustee.

I. A Trustee may, by an instrument in writing, delegate all or any powers and discretions to a Co-Trustee or a limited period of time and may renew such delegation from time to time; provided, however, that the powers and discretions vested exclusively in the disinterested Trustee may not be delegated.

J. The Trust estate and the income from the estate shall be chargeable with reasonable expenses of the Trustee in the administration of the Trust and with reasonable compensation for the services of the Trustee.

K. No bond shall be required of any Trustee under this Agreement, or if a bond is required by law, only a nominal bond shall be required.

XIII. Governing Law.

A. This Agreement of Trust shall always be interpreted under the laws of , or such successor state as shall be selected by the current income beneficiary under this Agreement and accepted by the Trustee of the Trust.

B. If any provisions of this Trust Agreement should be invalid or unenforceable, the remaining provisions shall continue to be fully effective.

C. In any proceeding involving the construction or operation of this Agreement, the then living beneficiaries shall represent all unknown and undetermined beneficiaries, and any order, judgment, or decree rendered in such proceeding shall be binding upon all unknown and undetermined beneficiaries.

D. This Agreement and any trusts created under it need not and shall not be registered with any court unless the trustee, in his or her sole discretion, deems it advisable to do so, or the laws of any state having jurisdiction over the trust do not permit the same to be exempted from registration.

XIV. Reliance on Certified Copies. To the same effect as if it were the original, anyone may rely upon a copy certified by a notary public to be a true copy of this instrument (and of the writings, if any, endorsed on or attached to this instrument). Anyone may rely upon any statement of fact certified by anyone who appears from the original document or a certified copy of it to be a Trustee under this Agreement.

The Trustor and the Trustee have executed this Agreement on .

(Acknowledgments)

(Attachment of schedule)