Trust Agreement

General Form of Trust Agreement for Minor Qualifying for Annual Gift-tax Exclusion

This Agreement is made (date), between ,

of (the Trustor), and ,

a corporation organized and existing under the laws of the state of ,

with its principal office located at , referred to herein as the Trustee.

I. Transfer in Trust. Trustor transfers and delivers to Trustee all of the property described in Exhibit A, which is attached and incorporated by this reference. The receipt of the described property is acknowledged by Trustee. This property, together with any other property that may later become subject to this Trust, shall constitute the Trust Estate, and shall be held, administered, and distributed by Trustee as provided in this Agreement.

II. Disposition of Principal and Income. Trustee shall hold, manage, invest, and reinvest the Trust Estate, and shall collect and receive the income from the Trust. After deducting all taxes, fees, and expenses paid or incurred in the administration of the Trust, Trustee shall pay or distribute the principal and net income of the Estate to or for the benefit of in the following manner:

A. The net income of this Trust shall be paid to or for the benefit of Beneficiary in equal monthly installments for the duration of the Trust.

B. Trustee may distribute to or for the benefit of Beneficiary so much of the principal of the Trust Estate, at such time or times during the term of the Trust and in such amounts and manner as Trustee, in its sole discretion, shall determine.

C. This Trust shall terminate when Beneficiary attains 21 years of age or dies prior to attaining that age.

D. On such termination, all of the undistributed Trust property shall be transferred, paid, and delivered to Beneficiary, if living, or if Beneficiary is deceased, to Beneficiary's Estate.

III. Irrevocability of Trust. This Trust is irrevocable and shall not be subject to amendment, alteration, or change. Trustor acknowledges that Trustor shall have no right or power, whether alone or in conjunction with others, in whatever capacity, to alter, amend, revoke, or terminate the Trust, or any of the terms of this Agreement, in whole or in part, or to designate the persons who shall possess or enjoy the Trust property or the income from the Trust. By this Agreement Trustor intends to and does relinquish absolutely and forever all possession or enjoyment of, or right to the income from, the Trust property, whether directly, indirectly, or constructively, and every interest of any nature, present or future, in the Trust property.

IV. Additions to Trust. Trustee may, in its discretion, accept additions to the Trust from any source, provided all such additions shall be irrevocable.

V. Manner of Payment. During Beneficiary's minority, Trustee may, in its absolute discretion, make any payments of income or principal under this Trust to or for the use and benefit of Beneficiary, in any one or more of the following ways:

A. To Beneficiary directly.

B. To the natural guardian or other fiduciary of the person or Estate of Beneficiary.

C. To any suitable person or organization providing a home or residence for Beneficiary.

D. To make expenditures directly for the benefit of Beneficiary.

Trustee shall not be required to administer the application of any funds so paid or applied. The receipt of such funds by payee shall be a full and complete discharge of Trustee. The decision of Trustee as to direct payments or application of funds shall be conclusive and binding on all parties concerned.

VI. Powers of Trustee. In the administration of this Trust, Trustee shall have the following powers, in addition to but not in limitation of Trustee's common law and statutory powers, such powers to be exercised in a fiduciary capacity in accordance with the general standards of Trust administration imposed on Trustees:

A. To receive and retain the initial Trust corpus and all other property which may subsequently transfer to Trustee either during Trustor's lifetime, by will or other testamentary disposition, or which any other person may subsequently transfer to Trustee. Trustee shall receive all such property as part of the Trust even though it may not be a legal investment for Trustee and even though the property by reason of its character may not be an appropriate Trust investment apart from this provision. Trustee is authorized to retain its own stock or other securities or stock or securities of any affiliate or holding company which owns Trustee.

B. To sell, exchange, give options on, partition, or otherwise dispose of any property which Trustee may hold from time to time, at public or private sale, or otherwise for cash or other consideration or on credit, and on any terms and for any consideration as Trustee deems advisable; and to transfer and convey the property free of all Trust.

C. To invest and reinvest in any property, real or personal, including, but not limited to, securities of domestic and foreign corporations and investment trusts, bonds, preferred stocks, common stocks, option contracts, short sales, mortgages and mortgage participations, even though the investment by reason of its character, amount, proportion to the total Trust Estate, or otherwise would not be considered appropriate for a fiduciary apart from this provision, and even though the investment causes a greater proportion of the total Trust to be invested in investments of one type or of one company than would be considered appropriate for a fiduciary apart from this provision. The investment may be on a cash or margin basis, and Trustee, for such purpose, may maintain and operate cash or margin accounts with brokers, and may deliver and pledge securities held or purchased by Trustee with the brokers both as security for loans and advances made to Trustee and to insure the ability of Trustee to deliver stock against short options. In addition, Trustee may purchase life insurance with Trust assets only, even though it is non income-producing. Trustee is authorized to invest in any common fund, legal or discretionary, which may be operated by or under the control of a corporate trustee.

D. To make loans, secured or unsecured, in amounts, on terms, at rates of interest, and to persons, trusts, corporations or other parties, and to extend or renew any existing indebtedness, as Trustee deems advisable.

E. To improve real estate, including the power to demolish buildings in whole or in part and to erect new buildings; to lease (including leasing for oil, gas, and minerals) real estate on any terms as Trustee deems advisable, including the power to give leases for periods that extend beyond the duration of any Trust; to foreclose, extend, assign, partially release, and discharge mortgages.

F. To collect, pay, contest, compromise, or abandon, on any terms and evidence as Trustee deems advisable, any claims, including taxes, either in favor of or against Trust property of Trustee; to abandon or surrender any property.

G. To employ brokers, banks, custodians, investment counsel, attorneys, accountants, and other agents, and to delegate to them any duties, rights, and powers of Trustee (including the right to vote shares of stock held by Trustee) for any periods as Trustee deems advisable.

H. To hold and register securities in the name of a nominee with or without the addition of words indicating the securities are held in a fiduciary capacity; to hold and register securities in a securities depository or in any other form convenient for Trustee.

I. To participate in any voting trust, merger, reorganization, consolidation, or liquidation affecting Trust property and, in this connection, to deposit any Trust property with or under the discretion of any protective committee and to exchange any Trust property for other property.

J. To exercise any stock or other kind of option.

K. To keep Trust property in , or elsewhere, or with a depository or custodian.

L. To determine (reasonably and in accordance with sound trust accounting principles) as to all sums of money or other things of value received by Trustee, whether and to what extent the same shall be deemed to be principal or to be income, and as to all charges or expenses paid by Trustee, whether and to what extent the same shall be charged against principal or against income, including the power to apportion any receipt or expense between principal and income and to determine what part, if any, of the actual income received on any wasting investment or on any security purchased or acquired at a premium shall be retained and added to principal to prevent a diminution of principal on exhaustion or maturity; provided, however, that income accrued on property at the time of transfer to Trustee, whether or not then due and payable, shall be income of the Trust. Trustee may also establish reserves for depreciation and anticipated expenses and fund such reserves for depreciation and anticipated expenses with appropriate charges against income. All determinations made pursuant to this subparagraph by Trustee shall be made fairly to balance the interest of the income Beneficiary and the remainderman. Trustee shall resolve all doubtful questions in favor of the income beneficiary.

M. To distribute the Trust Estate in cash or in kind, or partly in cash and partly in kind, as Trustee deems is advisable, to sell such property as Trustee shall deem advisable for the purpose of making division or distribution, and for purposes of distribution, to value the assets reasonably and in good faith as of the date of distribution. The valuation shall be conclusive on all Beneficiaries. Trustee shall not be required to distribute a proportionate amount of each asset to each Beneficiary but may instead make non pro-rata distributions. In making a distribution, Trustee may, but shall not be required to, take account of the income-tax basis in relation to market value of assets distributed.

N. To deposit monies to be paid to a Beneficiary who is a minor in any demand savings bank or savings and loan account maintained in the sole name of the minor and to accept and deposit a receipt as a full acquittance.

O. To accept the receipt of a minor as a full acquittance.

P. To borrow from anyone (including Trustee or any affiliate) in the name of the Trust, to execute promissory notes and to secure obligations by mortgage or pledge of Trust property, provided that Trustee shall not be personally liable and that any such loan shall be payable out of Trust income or assets only.

Q. To hold, manage, invest, and account for any separate Trust in one or more consolidated funds, in whole or in part, as Trustee deems advisable. As to each consolidated fund, the division into the various shares comprising the fund need be made only on Trustee's books of account, in which each separate Trust shall be allocated its proportionate share of the expenses. No such holding shall defer any distribution.

R. To carry, at the expense of the Trust, insurance of the kinds and in amounts as Trustee deems advisable to protect the Trust Estate and Trustee personally against any hazard or liability.

Trustee shall not be required to diversify assets and is authorized to receive and retain in the Trust any one or more securities or other property, whether or not the security or other property shall constitute a larger share of the Trust than would be appropriate for a fiduciary to receive and retain apart from this provision.

Trustee shall have the power to select a tax year and make, or refrain from making, all other decisions and elections permitted under any applicable income, estate, or inheritance tax law, including the imposition of a lien on Trust assets to secure tax payments, without regard to the effect, if any, on any Beneficiary of this Trust and, if any such decision or election shall be made, to apportion or refrain from apportioning among the respective interests of the beneficiaries of this Trust, all in a manner as Trustee shall deem appropriate. If Trustee is responsible for preparing and filing a federal estate-tax return in Trustor's Estate and determines there is uncertainty as to the inclusion of a particular item of property in Trustor's gross estate for federal estate-tax purposes, then the property may, in the discretion of Trustee, be excluded from Trustor's gross estate in Trustor's federal estate-tax return. Similarly, if Trustee is responsible for preparing and filing a federal estate-tax return in Trustor's Estate, then the decision of Trustee as to the valuation date for federal estate-tax purposes shall be conclusive on all concerned.

Trustor leaves to the discretion of Trustee the retention, continuance, sale, liquidation, or other disposition of any business or business interest, partnership, corporate, or otherwise, which may become an asset of this Trust. Trustee may take all steps Trustee deems necessary or advisable in connection with any business or business interest and shall be exempt from any liability for any loss for its acts or decision in good faith. Trustee or any affiliate is authorized to lend money to or borrow money for the business or business interests or to or for any corporation representing the same and to vote the shares of stock in any such corporation as Trustee may in good faith determine to be reasonable.

Trustee shall have the discretion to elect the time and manner of payment of all benefits payable to Trustee after Trustor's death from a qualified retirement plan or any other source described in Section 2039 of the United States Internal Revenue Code of 1986, as amended, or any corresponding section of any future United States law.

During Trustor's lifetime Trustee is authorized to purchase and retain as an asset of this Trust, or to receive from Trustor or any other person(s), United States Treasury Bonds which may be redeemed at par for the payment of federal estate tax which is expected to be imposed on Trustor's Estate. Trustee is authorized to borrow funds for the purpose of purchasing such bonds, and is authorized to secure any such borrowing by a pledge of the bonds so purchased, or pledge of any other Trust assets, or by any other security arrangement which Trustee determines to be feasible. The discretion granted in this paragraph shall be freely exercised at any time or from time to time, when information is received making it appear that such a tax will likely be imposed, that the bonds are available to be acquired, and the circumstances are such that the acquisition of the bonds and the proximity of their use would make their acquisition a reasonable investment under the circumstances prevailing at the time of their acquisition.

VII. Limitation on Powers.

VIII. OPTIONAL: SPENDTHRIFT PROVISION:

Include spendthrift provision

IX. Compensation of Trustee. Trustee shall be entitled to reasonable compensation from time to time for Trustee's ordinary services rendered under this Agreement, for any extraordinary services performed by Trustee, and for all services in connection with the termination of the Trust, either in whole or in part.

X. Resignation of Trustee. Trustee, and any successor Trustee, may resign at any time on giving written notice days before the resignation shall take effect, to Trustor or, after the death of Trustor, to all adult beneficiaries and to the guardians, conservators, or other fiduciaries of the Estates of any minor or incompetent Beneficiaries, who may then be receiving or entitled to receive income or principal under this Agreement.

XI. Successor Trustee. On the resignation, removal, incompetency, or death of Trustee, , of , shall become the successor Trustee on the successor's written acceptance of the duties of Trustee under this Agreement. On resigning, Trustee shall transfer and deliver to the successor Trustee the then-entire Trust Estate and shall then be discharged as Trustee of this Trust and shall have no further powers, discretions, rights, obligations, or duties with reference to the Trust Estate. All such powers, discretions, rights, obligations, and duties of Trustee shall then inure to and be binding on the successor Trustee.

XII. Expenses of Trust. Trustee shall pay from the Trust Estate all expenses incurred in the administration of this Trust and the protection of this Trust against legal attack, including counsel fees and compensation for Trustee's own services as Trustee, which expenses and compensation constitute a first lien on the Trust Estate.

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

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

XV. Acceptance of Trust; Governing Law. This Trust has been accepted by Trustee and will be administered in , and its validity, construction, and all rights under this Agreement shall be governed by the laws of that state. Neither the creation of this Trust nor any distribution of principal or income shall be deemed or considered to discharge or relieve Trustor from Trustor's obligation to support any dependent of Trustor.

Trustor and Trustee have executed this Agreement at the day and year first above-written.

(Acknowledgments)

(Attachment of schedule)