Fill and Sign the Trust B Form

Marital Deduction Trust – Trust A and Bypass Trust B This Trust Agreement is made on the _______________ ( date) , between _______________________ ( Name of Trustor) , presently residing at _____________ ____________________________________________________ ( street address, city, state, zip code) , hereinafter called Trustor , and ______________________ ( Name of Trustee) , a banking corporation organized and existing under the laws of _________________, with its principal office located at _________________________ _____________________________________________ ( street address, city, state, zip code) , referred to herein as Trustee . For and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Establishment of Trust A. Name of Trust . This Trust shall be known as the ___________________ ( Name) Trust. B. Trust Corpus . Trustor has transferred and delivered to Trustee all the property described in the attached Schedule A, which, together with all other property subsequently transferred and delivered to Trustee, shall constitute the Trust Estate, and shall be held, administered, and distributed as provided in this Agreement. C. Registration of Trust . This Trust shall be exempt from registration and no person or corporate entity shall be required to register this Trust. D. Certificate of Trust Existence and Authority . Trustee may, at any time, record, file, or deliver a Certificate of Trust existence and authority with or to any clerk, register of deeds, transfer agent, or other similar agency or office to any person dealing with Trustee. The Certificate may contain a verbatim synopsis of certain provisions of this Agreement and shall be executed by Trustee. Any purchaser or person dealing with Trustee shall be entitled to rely on the Certificate as a full statement of the provisions of this Agreement which are pertinent to the particular transaction. Machine copies of the executed Certificate shall have the same effect and authority as the executed Certificate. 2. Reservations A. Amendment and Revocation . Trustor may, during Trustor's lifetime and without the consent of anyone, by written instrument filed with Trustee, revoke this Trust in whole or in part (at which point the Trust property or the part affected by the revocation shall be distributed in accordance with Trustor's instructions), on paying the sums due to Trustee for Trustee's service, or may from time to time alter or divest the interest of or change the Beneficiaries of this Trust without limitation in any respect, and may otherwise modify this Trust, except that the duties and compensation of Trustee shall not be materially changed by any amendment without Trustee's written approval. B. Reservation of Special Power of Appointment . Trustor reserves the power, exercisable as often as Trustor may choose, by an instrument deposited with Trustee, to appoint any part or all of the principal and income of the Trust, outright or on Trusts, conditions, or limitations, to any one or more of Trustor's issue, or the then current or surviving spouses of such issue, to charitable organizations, or Trustor's siblings, or unrelated persons. This power, under this provision, shall not be exercisable by Trustor in favor of Trustor, Trustor's creditors, Trustor's Estate, or creditors of Trustor's Estate. C. Insurance . Trustor retains all of Trustor's rights, benefits, and options under Trustor's insurance policies payable to or assigned to Trustee, including the right to change beneficiaries, to receive dividends and surrender values, to borrow, to sell, to exercise options and elections, and to assign or hypothecate any policies to any lender, including any Trustee, as security for any loan, with the rights of the lender then being superior to Trustee. At Trustor's request Trustee shall, without incurring any personal liability, approve such an assignment or hypothecation. Trustee shall have no responsibility for the payment of premiums or the repayment of any loans secured by the policies. 3. Lifetime Management A. Income . Trustee shall pay to Trustor the net income, if any, in any installments and amounts as Trustor directs, or in the absence of direction, quarter-annually. Net income not distributed shall be accumulated and become a part of the principal. B. Invasion of Principal . Trustor reserves the right, from time-to-time, to direct Trustee to pay to Trustor, or for the benefit of Trustor, any principal as will, when combined with other income, support and maintain Trustor so that Trustor might, as near as possible with due regard to Trustor's total estate and the future financial requirements for Trustor and Trustor's dependents known to Trustee, continue to enjoy the standard of living to which Trustor has become accustomed; provided, however, that no funds of property shall be expended by Trustee under this provision to provide for any goods or services the means for acquisition of which are available from other sources, including, but not limited to, insurance or governmental benefits. This power shall be liberally construed without regard to interests of remaindermen and shall also include amounts for premiums on life insurance on Trustor's life, whether or not such policies are assigned to or payable to Trustee, and all sums necessary to preserve and protect Trustor's property. C. Absence or Incapacity of Trustor . Trustor wishes to be sure that if Trustor is taken ill or is away, or, for any reason, is unable to attend to Trustor's affairs, that not only Trustor's business matters but also Trustor's personal care, comfort, and well-being will be carefully and promptly looked after without the necessity of court proceedings. For this reason, if Trustee is of the opinion that Trustor is unable, for any reason, to attend to Trustor's personal or business affairs, Trustee shall make whatever arrangements Trustee considers necessary or desirable and pay to or use for the benefit of Trustor any part of the income and principal of the Trust Estate as Trustee believes to be a desirable, reasonable, and proper for Trustor's care, support, comfort, and well-being; provided, however, that no funds or property shall be expended by Trustee under this provision to provide for any goods or services the means for acquisition of which are available from other sources, including, but not limited to, insurance or governmental benefits. Under such circumstances, Trustee shall have authority to do the same things in connection with Trustor's business, household, and personal affairs as Trustor could do if Trustor were then able to act in person. In addition to the fees for Trustee's conventional services, Trustee shall be reasonably compensated for assuming the additional responsibilities and duties contemplated by this Paragraph. 4. Consequences of Trustor’s Death A. Death of Trustor . At the death of Trustor, this Agreement shall be irrevocable. Trustee shall receive and hold as part of this Trust all the then remaining principal and undistributed net income as well as any proceeds of any insurance on Trustor's life and all other property received by Trustee at Trustor's death or at any later time from any source. After Trustor's death Trustee shall administer and distribute this Trust in accordance with the provisions of Section 5 . B. Collection of Insurance . 1. On the death of Trustor, Trustee shall collect as part of the Trust the proceeds of any policies of life insurance assigned Trustee or on which Trustee has been named beneficiary. Trustee shall have full authority to take any action regarding collection of the life insurance policy proceeds Trustee deems best and pay the expenses out of the Trust, but Trustee shall not be required to commence or maintain any litigation to enforce payment until Trustee shall have been indemnified to Trustee's satisfaction against all liabilities and expenses to which Trustee might, in Trustee's judgment, be subjected on account of the litigation. 2. Trustee shall have full authority to make compromises or settlement with respect to any such life insurance policy proceeds as Trustee may deem expedient and to give to any insurance company and other parties all necessary releases, acquittances, and discharges. 3. No insurance company which makes payment of life insurance policy proceeds to Trustee shall be required to inquire into or take notice of any of the provisions of this Agreement or to see to the application or disposition of the proceeds, and the receipt of Trustee shall be effectual to release and discharge the insurance company for any payment so made and shall be binding on every beneficiary of the Trust. 5. Duration and Distribution of Trust A. Dealings with Trustor's Estate . On the death of Trustor, Trustee shall pay out of the Trust Estate the expenses of Trustor's last illness, taxes, burial expenses, and expenses of estate administration, to the extent that these items shall not be paid or responsibility for their payment assumed by some other person, governmental unit, insurance, estate, or Trustor's Estate. Without liability for loss, Trustee shall have the power to lend money to Trustor's Estate, with or without security, and to purchase property of any character from Trustor's Estate, and to retain the property so long as Trustee deems advisable, whether or not the property is of the class in which Trustees are authorized by law to invest Trust funds. It is Trustor's intent by this provision to specifically authorize the purchases or loans even though the personal representative of Trustor's Estate and Trustee may be the same person or corporation. B. Special Benefits Trust . Trustee shall place in a separate special benefits Trust pursuant to this Paragraph all payments or benefits received by 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, which are paid in a form as to be exempt from federal estate tax at Trustor's death so long as they are not paid to the personal representative of Trustor's Estate or used for the payment of taxes, debts, or administration expenses in Trustor's Estate. This Trust shall continue until all tax matters in Trustor's Estate have been settled to the satisfaction of Trustee, at which time the assets of this Trust shall be distributed to the general Trust. No portion of the income or principal of this Trust shall be paid to Trustor's personal representative or used for the payment of taxes, debts, or administration expenses in Trustor's Estate. C. Trust Administration and Distribution . On the death of Trustor, this Trust shall be held, administered, and distributed as provided in this Paragraph C. Trust A – The Marital Trust AA. Allocation of Property to Trust . Trustee shall set aside and allocate to the Marital Trust, referred to subsequently as Trust A, all amounts which have not been specifically allocated to the By-Pass Trust, referred to subsequently as Trust B, under Sub-Paragraph BA, below, and subject to the following limitations: 1. Only assets which qualify for the marital deduction allowable in determining the federal estate tax for Trustor's Estate shall be allocated to Trust A. 2. All assets distributed to Trust A shall have an aggregate fair market value at the date, or dates, of distribution which amount to no less than the amount of Trust A as finally determined for federal estate tax purposes. 3. To the extent that other assets qualifying for the marital deduction are available, Trust A shall not be funded with: a. Assets with respect to which credit for foreign taxes paid is allowable under the Internal Revenue Code of 1986, as amended; b. Assets which may be subject to both income and estate taxes and which may be eligible for a credit or deduction; c. United States Treasury bonds eligible for redemption at par in payment of federal estate taxes; d. Assets which are not included in determining Trustor's gross estate for federal estate tax purposes or assets which do not qualify for the federal marital deduction; or e. Shares of stock which otherwise would qualify for redemption under Section 303 of the Internal Revenue Code of 1986, as amended. AB. Qualifications of Trust A for Marital Deduction . Trustor intends that the amount of property allocated to Trust A shall qualify (without reduction by the payment of any estate, inheritance, and similar taxes) for the marital deduction allowable under any state and federal estate tax applicable to Trustor's Estate, and that all questions relating to this Trust be resolved accordingly. To this end, the powers and discretions given to Trustee shall not be exercised or exercisable with respect to the property in Trust A, except in a manner consistent with Trustor's intention as expressed in the preceding sentence. AC. Disposition of Income and Principal during Surviving Spouse's Lifetime . Trust A shall be for the exclusive benefit of Trustor's Spouse, and during such period as the Spouse shall survive Trustor: 1. Trust A: Payment of Income to Spouse. Trustee shall pay to the Spouse the entire net income of the Trust in any installments as the Spouse may direct, but no less frequently than quarterly. 2. Trust A: Payment of principal to Spouse. From time-to- time and at any time, any amounts from principal as Trustee in Trustee's discretion shall deem necessary or advisable for the Spouse's comfort, support, and maintenance, or in cases of illness or emergency; provided, however, that no funds or property shall be expended by Trustee under this provision to provide for any goods or services the means for acquisition of which are available from other sources, including, but not limited to, insurance or governmental benefits. 3. Trust A: Payment of Principal on Demand of Spouse . Trustor's Spouse shall have the power to withdraw free of any Trust any amounts of the principal of Trust A, even to the point of exhausting the same, as the Spouse may request in writing from time-to-time and at any time; but, no one purporting to act on behalf of Trustor's Spouse shall have the authority to compel distribution of principal under this provision. AD. Construction of Payment Provisions; Unproductive Property . It is Trustor's wish that Trustor's Spouse be adequately provided for during the period that the Spouse shall survive Trustor, and that any principal payments made in the discretion of Trustee to the Spouse after Trustor's death be made, so far as possible, from Trust A, before being made from any portion of Trust B, below. Unproductive property shall not be held as an asset of Trust A for more than a reasonable time during the lifetime of Trustor's Spouse without the written consent of the Spouse. AE. Termination of Trust A; Surviving Spouse's General Power of Appointment . Unless sooner terminated pursuant to the terms of Sub- Paragraph AC, above, Trust A shall terminate on the death of Trustor's Spouse. On termination, the entire principal of Trust A then remaining, or any part of the principal, together with any undistributed and accrued income, shall be transferred, assigned, and paid over free and discharged of all Trusts under this instrument, to and among such appointee or appointees and in any amounts or proportions, outright or in Trust, as Trustor's Spouse, by the Spouse's last Will and by specific reference to this power, may direct and appoint. The general power of appointment which is conferred on Trustor's Spouse by this provision shall be exercisable in the manner provided by the Spouse alone and shall be exercisable in favor of the Spouse's estate as well as in favor of any other person or persons, individual or corporate. AF. Transfer to Trust B in Default of Exercise of General Power of Appointment . If Trustor's Spouse shall fail to effectively exercise, in whole or in part, the power of appointment conferred in Sub-Paragraph AE, above, or in default of the appointment, that portion of Trust A not so appointed shall be paid over free and discharged of this Trust to the Trustee of Trust B, below, to be held, administered and distributed as if originally part of Trust B. Trustor's Spouse may also disclaim all or any part of Trust A with the same affect; and, Trustor's Spouse shall not be deemed to have predeceased Trustor by reason of the disclaimer. AG. Trustee's Authority to Pay Certain Taxes . If Trustor's Spouse shall not effectively exercise the power of appointment conferred on the Spouse under Sub-Paragraph AE, above, or in default of the appointment, Trustee is authorized in Trustee's discretion to pay from the then principal of Trust A to the legal representative of Trustor's Spouse, or directly to the official or officials authorized to receive and receipt for the same, any additional federal estate tax or any other tax however designated that may be due and payable by the legal representative of Trustor's Spouse by reason of the inclusion in the Spouse's estate for federal estate tax or any other tax purposes of any remainder at the Spouse's death of Trust A over which the Spouse had the power of appointment. Trust B – The By-Pass Trust BA. Allocation of Property to Trust . On the death of Trustor, Trustee shall allocate to the By-Pass Trust, subsequently referred to as Trust B, the maximum amount of property which Trustor could retain without payment of federal estate taxes giving effect to the maximum unified credit available to Trustor as of the date of Trustor's death. In allocating property to Trust B, Trustee shall give first consideration to any property which would not qualify for inclusion in the property allocated to Trust A, as provided in Sub-Paragraph AA, above. BB. Supplemental Allocation of Property to Trust . In addition to the property allocated to Trust B as provided in Sub-Paragraph BA, above, Trustee shall allocate to Trust B any property which remains and which does not qualify for allocation to Trust A as provided in Sub-Paragraph AA, above. If, on the death of Trustor, Trustor is not survived by a Spouse, then all of Trustor's property shall be allocated to Trust B. BC. Disposition of Income and Principal . Trust B shall be held and disposed of, as follows: 1. Trust B: Payment of Income to Spouse. Commencing with the death of Trustor, Trustee shall pay the net income from Trust B, at least quarterly, to Trustor's surviving Spouse, for so long as the Spouse survives. 2. Trust B: Payment of Principal to Spouse. Trustee shall pay to Trustor's surviving Spouse so much of the principal of Trust B, as Trustee, in Trustee's sole discretion, from time-to-time believes desirable for the Spouse's reasonable support, medical care, and education, taking into account, however, other resources available to the Spouse which are known to Trustee; provided, however, that no funds or property shall be expended by Trustee under this provision while Trust A continues to be funded; or, to provide for any goods or services the means for acquisition of which are available from other sources, including, but not limited to, insurance or governmental benefits. Should two or more persons, whether individual or corporate, serve as Trustee, and Trustor's Spouse serve as one of those Trustees, the decision to pay principal from Trust B to Trustor's Spouse shall be made by Trustee or Trustees other than Trustor's Spouse, and without Trustor's Spouse taking part in that decision. 3. Trust B: Surviving Children. Trustee shall pay so much or all of the net income and principal of this Trust, even to its exhaustion, to each child under age ____, hereinafter called the termination age as required, in the judgment of Trustee to (1) provide proper care and support, including housing, food, clothing, and medical and dental expenses; (2) provide an education, including tuition, books, fees, housing, board, spending money, travel, camp, and including public or private school, college, university, graduate, professional or technical school, during the time that the child shall pursue his or her education in good faith; (3) provide funds for a wedding and other necessary social expenses; (4) meet extraordinary or emergency expenses which arise through illness or other misfortune; (5) pay expenses arising out of last illness and burial; or (6) provide for general welfare and well being. In making income and principal distributions, Trustee may, but is not required to, consider any other income or property available to a child from any other source (including any self-help ability) known to Trustee. Net income not distributed shall be accumulated and become part of the principal. Trustee shall govern aid and assistance to a child with due regard to the future financial requirements of Trustor's other children under the termination age, and for their support, care, and completion of their education. It is Trustor's intent that Trustor's children have equal opportunity but not that Trustee necessarily expend equal dollar amounts on behalf of each child. A child's right to net income and principal, as provided above, terminates when the child attains the termination age, provided however, that Trustee may pay so much or all of the net income and principal of this Trust, even to its exhaustion, as required in the judgment of Trustee, to (a) meet extraordinary or emergency expenses which arise through illness or other misfortune of a child who has already attained the termination age, or (b) provide a child with an education even though the child has already attained the termination age if Trustee shall determine the child has been unavoidably prevented (e.g., military draft, illness, or similar reason) from taking advantage of education opportunities available to children under the termination age. Any child who shall receive any net income or principal, under this provision, shall not be required to repay the same to this Trust nor shall any such payment be set off against the distributive share of the child. 4. Trust B: Loans to Children. Trustee may also make loans to any child for any of the six purposes specified above or for such purposes as purchasing a home, starting a business, or other similar purposes at any time, regardless of his or her age, provided all such loans shall be made with due regard to the future financial requirements of Trustor's other children under the termination age for their support, care, and completion of their education. All loans shall be repaid as Trustee shall determine and may be secured or unsecured and with or without interest. 5. Trust B: Family Home. In the event that the family home of Trustor's children shall become an asset of this Trust, the family home may be retained for the benefit of all, some, or one of Trustor's children at the expense of the Trust. In addition, Trustee may provide financial assistance by outright grant (without obligation for repayment), investment, loan, or otherwise, to the guardian or any other person having the care and custody of Trustor's children for the purpose of providing funds for the purchase, expansion, alteration, or rental of living accommodations for the children, it being Trustor's intent to protect the guardian or any other person having the care and custody of Trustor's children from any significant economic burden by reason of their appointment and to give Trustee broad discretion in assisting the guardian or any other person having the care and custody of Trustor's children in providing living accommodations for Trustor's children. 6. Trust B: Distribution to Children . When the last of Trustor's children attains the termination age, or if all Trustor's children have attained the termination age at Trustor's death, Trustee shall divide all principal and undistributed net income of this Trust into equal shares, one for each child surviving, and one for each child not surviving but leaving a child of his or her own, share and share alike, per stirpes and not per capita. These shares shall be continued in Trust and Trustee shall distribute each child's separate share as follows: ______% at age _____, ______% of the original balance at age _____, and the balance at age ______. Nevertheless, if Trustee determines any share is so small that its continuation is impractical or inefficient, Trustee may terminate and distribute the Trust. BD. Death of Child . If any child dies before complete distribution of that child's separate share and leaves no descendants surviving, that child's share shall be divided into equal shares for Trustor's remaining children and be continued in Trust or distributed as provided in this Agreement. If any child dies before complete distribution of that child's separate share and leaves descendants surviving, that child's share shall be distributed to his or her surviving issue per stirpes; provided, the share of any issue who is under age _____ shall be paid to the guardian or conservator of the issue for the benefit of the issue. BE. Residuary Distribution . If, at any time following the creation of this Trust, Trustor and Trustor's Spouse and issue should all die without having acquired the rights to immediate payment of all the property held in Trust for them, Trustee shall terminate this Trust immediately and pay all property held by Trustee to the following named beneficiaries, or to their respective heirs, by right of representation, per stirpes and not per capita: 1. To Trustor's ___________________ (e.g., niece or nephew) ________________________ (name of niece or nephew) , of _________________________________________ ___________________________ (street address, city, state, zip code) , ____________ ( dollar amount or percentage) ; 2. (Set forth additional beneficiaries and dollar amount or percentage distribution.) ________________________________ _____________________________________________________ ____________________________________________________. D. Income Payments . Whenever an income beneficiary dies, any accrued but undistributed net income shall be paid, when distributed, to those beneficiaries receiving the principal of the Trust. E. Termination of Trust . Notwithstanding any other provision of this Agreement, no interest in the Trust created pursuant to this Agreement or any Trust or interest established by the exercise of a power of appointment shall (1) continue to remain contingent beyond twenty-one (21) years after the death of the last to die of any beneficiary who is living on the date on which this Trust becomes irrevocable, or (2) continue beyond the time at which their continued existence would violate the Rule Against Perpetuities. On the expiration of either of these periods, any Trust or interest in a Trust or any Trust or interest established by the exercise of a power of appointment shall terminate and the assets shall be distributed outright in equal shares to the income beneficiaries, or if any income beneficiary shall be deceased, that beneficiary's share to his or her descendants per stirpes . 6. Release and Limitation of Powers A. All powers created in this Agreement are releasable in whole or in part. In addition to any other method of release recognized by law, the power may be released by a writing declaring the donee's intention (or the intention of the appointor of the power of appointment) to release, signed, and delivered in conformance with Section 11 , Paragraph E, regarding the exercise of rights. B. In disposing of any property subject to a testamentary power of appointment, Trustee shall be fully protected in relying on any Will which shall have been admitted to probate in any jurisdiction as the last Will of the donee ( or appointor) of the power of appointment or in acting on the assumption that the donee died intestate without exercising the power of appointment if Trustee does not receive notice of the existence of a Will of the donee which has been admitted to probate within (e.g. three) _____ months from the date of death of the donee. C. Notwithstanding any other provision of this Agreement, the donee of a special power of appointment shall have the right to appoint property which has been added to this Trust by the exercise by Trustor or any other person of an earlier power of appointment in such a manner that it will postpone the vesting of any estate or interest in the property, or suspend the absolute ownership or power of alienation of the property, for a period ascertainable without regard to the creation of the earlier power, the exercise of which brought the property into this Trust. This paragraph is intended to preclude the inclusion of the property in Trustor's Estate (or such other appointer) for federal estate tax purposes under the provisions of Section 2041(a)(3) of the United States Internal Revenue Code of 1986, as amended, or any corresponding section of any future United States Law. 7. Trustee A. Rights of Trustee and Successor Trustee . Trustor grants to Trustee, and to any Successor Trustee, the following rights, which shall be exercised in the sole and absolute discretion of Trustee or Successor Trustee: 1. Right to inspection of real estate. Within (e.g., 180) ______ days following: a. A Trustee's, or Successor Trustee's, appointment and notice that the Trust contains any interest in real estate, wherever situated, and however previously owned; or b. The receipt of a document or documents following the appointment of a Trustee or Successor Trustee, purporting to transfer to the Trust any interest in real estate, wherever situated, and however previously owned; Trustee, or Successor Trustee, may conditionally become acting Trustee, vested with all title, powers, and discretion given to a Trustee without any act of conveyance or transfer and without the necessity of a court appointment, and is authorized to employ, at the expense of Trustor or at the expense of the Trust, a technical consultant to perform reasonable environmental assessments of such real estate. Trustee, or Successor Trustee, shall be permitted to condition acceptance of the appointment or acceptance of the real estate as an asset of the Trust on results from such an assessment satisfactory to Trustee, or Successor Trustee. If, during the period of time provided in this Subparagraph A(1), Trustee, or Successor Trustee, shall have timely commenced to employ a technical consultant as provided in this Subparagraph A(1), the time provided in this Subparagraph A(1) shall terminate on the later of the following alternative dates: a. The (e.g., 180) ______ days provided in this Subparagraph A(1); or b. (e.g., 60) ____ days after receipt by Trustee, or Successor Trustee, of the report from the technical consultant. 2. Right to Withdraw as Trustee. If Trustee, or any Successor Trustee, should determine, as a consequence of the receipt of an environmental assessment of any real estate then in, or coming into, the Trust, that Trustee, or Successor Trustee, is dissatisfied with the environmental condition of the Trust Estate or any real estate in the Trust Estate, or any real estate purporting to be transferred into the Trust Estate, then Trustee, or Successor Trustee, may: a. Disclaim all title, powers, and duties with respect to the Trust by delivery of written notice to Trustor, if then living, or to the then living income beneficiaries of the Trust; or b. Continue as Trustee, subject to the removal of the questioned real estate as an asset of the Trust Estate, prior to the expiration of the period provided in subparagraph A(1), above, including any extensions provided in such subparagraph, as the case may be. Any such disclaimer or removal shall be effective as of and relate back to the date of the event which commenced the running of the time period provided in subparagraph A(1), above. 3. Failure to withdraw as Trustee. In the event Trustee, or any Successor Trustee, should fail to act as provided in Subparagraph A(1), above; or, in the event Trustee, or any Successor Trustee, should fail to withdraw as Trustee, as provided in subparagraph A(2), above, then Trustee, or any Successor Trustee, shall be deemed to be Trustee of this Trust, without the necessity of any further act of conveyance or transfer or evidence of appointment. Trustee, or any Successor Trustee, may, during the time prescribed in subparagraph A(1), above, affirmatively waive the right to withdraw provided in subparagraph A(2), above, by a written instrument delivered to Trustor, if then living, or to the then living income beneficiaries of the Trust, acknowledging the waiver of the right to withdraw. B. Successor Trustee . In the event that Trustee in this Agreement named shall cease to act, ___________________ (Name of Successor Trustee) , presently of ______________________________________________________ ___________ (street address, city, state, zip code) , is appointed Successor Trustee. C. Resignation and Succession . Any Trustee shall have the right to resign at any time by giving (e.g., 90) ______ days' notice to Trustor, if Trustor is then living and legally capable of acting, otherwise to those of Trustor's adult children who are then living and legally capable of acting, or if none of them are then living and legally capable of acting, to all beneficiaries then eligible to receive income from the Trust established in this Agreement. If Trustee resigns, a Successor may be appointed by Trustor during Trustor's lifetime, but, if Trustor fails to do so within (e.g., 45) _____ days after receipt of the resignation notice or is deceased or is legally incapable of acting, then the resigning Trustee shall arrange for the appointment as Trustee, of a state or national bank or Trust company, or of some suitable individual or company. A Successor Trustee shall qualify by filing, within (e.g., 30) ______ days of appointment, a signed and acknowledged acceptance of Trust with those parties who received notice of the resignation of the prior Trustee. A Successor Trustee shall have all the rights, title, powers, and discretions in this Agreement conferred on Trustee. In the event that no Successor Trustee can be located as provided in this Section, the resigning Trustee shall have the power to petition a court of competent jurisdiction for the appointment of a Successor Trustee. D. Exculpatory . No Successor Trustee shall be liable for any act or failure to act of any predecessor. With the approval of the person making the appointment of Trustee, the Successor Trustee shall not be required to review the accounts, acts, or omissions of predecessor Trustees or to take action against predecessor Trustees for breaches of Trust and may accept whatever assets are turned over without further inquiry. E. Liability of Trustee . Trustee shall be liable only for the use of ordinary care in the execution of this Trust and is relieved from giving bond or making any inventory, return, or report to any court or person, except those as are specifically in this Agreement provided. Trustee shall not be liable for any claims, damages, or expenses, including, but not limited to, loss or diminution in value of any property comprising the Trust Estate arising from Trustee's exercise or failure to exercise the powers granted in Paragraph A of this Section 7 . F. Indemnification for Environmental Contamination of Real Estate . Trustor agrees to defend, indemnify, and hold harmless Trustee, or any Successor Trustee, and any of Trustee or Successor Trustee's officers, directors, employees, agents, Successors, and assigns, from any and all liabilities, expenses, costs, claims, damages, and penalties, including, but not limited to, expert and attorney fees, attributable to any environmental contamination on or from any property comprising the Trust Estate at the time Trustee or Successor Trustee accepts and enters on the duties and responsibilities of Trustee or Successor Trustee, or in the event Trustor directs, whether directly or indirectly, the Trust to accept real estate tendered to the Trust Estate, as well as any and all acts, errors, and omissions in connection with the administration of any property comprising the Trust Estate, whether presently present or subsequently acquired, except such liabilities, expenses, costs, claims, damages, and penalties resulting from the negligence or intentional misdeeds of Trustee or Successor Trustee or its officers, directors, employees, agents, Successors, and assigns. In the event a court of competent jurisdiction determines that this Section is unenforceable, then such court shall reform the scope of this Section to any as is necessary for the obligation to be held valid and enforceable; but, no such reformation shall expand or extend the liabilities of Trustor beyond the terms provided in this Section. Neither Trustor nor the beneficiaries of the Trust shall impose or assert any obligation as to the enforceability of this indemnification obligation. G. Corporate Merger . If Trustee merges or consolidates, the corporation formed by a merger or consolidation shall act as Trustee and shall possess and exercise all powers and authority in this Agreement provided. H. Fees . Except as otherwise agreed upon, Trustee shall be compensated annually for its services according to its schedule of standard fees for services as Trustee in living Trusts as amended from time to time. In addition, Trustee shall be reimbursed for all expenses and charges incurred in the performance of its duties or by reason of its office as Trustee. I. Beneficiary as Trustee . Notwithstanding any other provision of this Agreement, if a beneficiary (other than Trustor) is also acting as a Trustee of this Trust, then that beneficiary shall in no event participate in the exercise of any discretion which might benefit that beneficiary or anyone to whom he or she owes a legal obligation. It is Trustor's intent that any person serving as such a beneficiary-trustee be precluded from participating in any decision to distribute income or principal to that person, that person's creditors, that person's estate or the creditors of that person's estate or acting as Trustee in any manner which would cause that person's position as Trustee to be construed as a general power of appointment under the applicable provisions of the Internal Revenue Code or which would cause the assets of this Trust to be included in that person's estate for federal estate tax purposes. In addition, the beneficiary- Trustee shall not exercise any of the incidents of ownership as to any insurance on that person's life which is or will become an asset of the Trust. J. Majority Vote . If there are three or more Trustees eligible to participate with respect to the exercise of any power, decisions, or other matters involving the administration, operation, payment, or distribution of this Trust, and Trustees are unable to agree unanimously with respect to these matters, then the will of the majority of Trustees of this Trust then serving who are eligible to participate shall govern. Any Trustee voting against the decision of the majority shall be relieved of all liability and responsibility arising out of or which is a consequence of the will of the majority. 8. Accounting A. Books and Records . All records, inventories, and accountings required for the administration of this Trust shall be prepared by Trustee, and Trustee shall be responsible for the care and safekeeping of all Trust monies, documents, titles, and securities. All notices, objections, withdrawals, and other communications shall be served on and received by Trustee. Where more than one Trustee is designated, and one of those Trustees is a corporate Trustee, the corporate Trustee shall be responsible for the duties set forth in this paragraph; and, the individual Trustee, if any are serving, shall be relieved of all liability and responsibilities for the duties delegated to the corporate Trustee by this Paragraph. B. Access to Books and Records . The books and records of Trustee shall be open during business hours for inspection by Trustor or any beneficiary of this Trust or the person's duly-appointed attorney, accountant, agent, or other representative. C. Trust Participation . During any time as Trustor's issue are adult beneficiaries of the Trust, Trustee shall encourage them and give them the opportunity, to the extent of their interest, to observe and be advised of the investment asset management decisions of the Trust. D. Periodic Accounting . Trustee shall keep a true account of all the affairs pertaining to the Trust or any division of the Trust, and shall render, no less frequently than annually, and send to Trustor and/or Trustor's guardian during the lifetime of any Trustor and, after the death of the last surviving Trustor then to each income beneficiary, an accounting statement showing all receipts, disbursements, and distributions for the preceding period, together with a statement of all of the property then in Trustee's possession belonging to the Trust. The accounting statement shall be approved and be final and binding on Trustor and on each beneficiary (1) when the same is approved in writing by the beneficiary, or (2) unless the same is objected to by the beneficiary by delivery of written objections to Trustee, within (e.g., two) ______ months from the date of sending by ordinary mail or the delivery of the accounting statement. E. Final Accounting . On the termination of the Trust, Trustee shall render and send to each beneficiary a final accounting statement showing all receipts, disbursements, and distributions since the last previous statement, together with a statement of all of the property then in Trustee's possession and belonging to the Trust. The final accounting statement shall be approved and be final and binding on each beneficiary (1) when the same is approved in writing by the beneficiary, or (2) unless the same is objected to by the beneficiary by delivery of written objections to Trustee, within (e.g., two) _______ months from the date of sending by ordinary mail or the delivery of the final accounting statement. After approval of the final accounting statement and the payment of all of the obligations of the Trust and distribution of the principal and accumulated net income of the Trust to the beneficiaries entitled to the same, Trustee shall be released and discharged from all liability for Trustee's acts and obligations under this Agreement. F. Accounting for Securities Transactions . It is agreed that transactions in securities as reflected on periodic statements or final statements provided to Trustor or beneficiaries by Trustee, will serve in lieu of copies of broker confirmations, as adequate notice to Trustor or beneficiaries of completed securities transactions. G. Approval of Account by Beneficiary under Legal Disability . If any beneficiary shall be a minor or under legal disability, a living parent, guardian, or other person having physical custody of the beneficiary may act for the beneficiary in approving accounts with the same effect as if the beneficiary had been of full age or without legal disability and as if the beneficiary had approved the accounts. Nothing contained in this paragraph shall be deemed to give the person acting in conjunction with Trustee the power or right to enlarge, shift, or restrict the beneficiary interest of any beneficiary in this Trust. H. Judicial Settlement of Accounting . Trustee may, in the discretion of Trustee, seek a judicial settlement of Trustee's account at any time. 9. Powers of Trustee A. 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. 1. 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. 2. 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. 3. 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 and/or under the control of a corporate Trustee. 4. 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. 5. 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. 6. 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. 7. 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. 8. 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. 9. 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. 10. To exercise any stock or other kind of option. 11. To keep Trust property in ______________ (name of state) , or elsewhere, or with a depository or custodian. 12. 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 this provision shall not be used to nullify the provisions of Section 3 , Paragraph A, of this Trust Agreement; and, provided, further, 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. If any income beneficiary also serves as one of Trustees of the Trust, then the income beneficiary-Trustee shall not exercise any of the powers granted by this subparagraph and all such powers shall be exercised by the other Trustee only. 13. 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. Distribution may be made directly to the beneficiary, to a legally-appointed guardian, or where permitted by law, to a custodian under any Uniform Transfers (or Gifts) to Minors Act, including a custodian selected by Trustee. 14. 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. 15. To accept the receipt of a minor as a full acquittance. 16. 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. 17. 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. 18. 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. 19. To exercise all of these powers without application to any court. 20. To otherwise exercise any power set forth in the Uniform Trustees' Powers Law, being ( statutes) __________________________________, as in effect on the date of this Agreement. B. Diversification . 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. C. Receipts . No purchaser or other person dealing with Trustee shall be responsible for the application of any money or other thing of value paid or delivered to Trustee. The receipt of Trustee shall be a full acquittance and no purchaser or other person dealing with Trustee and no issuer, transfer agent, or other agent dealing with Trustee shall be under any obligation to ascertain or inquire into the power of Trustee to purchase, sell, exchange, transfer, mortgage, pledge, distribute, or otherwise in any manner dispose of or deal with any property held by Trustee. The certificate of Trustee that Trustee is acting in conformance with the terms of this Agreement shall protect all persons dealing with Trustee. D. Application of Payments . With respect to all payments of income and principal from this Trust to a minor, or any other person, including any Trustor, under legal disability or to a person, including any Trustor, not adjudged incompetent but who, by reason of illness or mental or physical disability, is, in the opinion of Trustee, unable to properly administer such amounts, Trustee may retain all or part of such income or principal and distribute all or part of the income or principal for the suitable support, care, and maintenance of the person: (1) directly to the person; (2) to the legally appointed guardian of the person; (3) to a custodian under any Uniform Transfers ( or Gifts) to Minors Act where permitted by law; (4) to some person or persons having the care of the person for his or her suitable support, maintenance, welfare, and education; or (5) by direct application of such amounts for the suitable support, maintenance, welfare, and education of the person, as Trustee deems advisable. E. Reduction or Release of Power . Trustor gives to Trustee the power to release or renounce any power, privilege, or right (including this power) or the power to reduce the scope and extent of any power, privilege, or right (including this power). If there is more than one Trustee of this Trust, this power may be exercised by any one Trustee individually or by all of Trustees collectively. F. Tax Elections . 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. G. Business Interests . 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. H. Qualified Benefits . 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. I. Purchase of Treasury Bonds . 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. 10. Creditors’ Clause With respect to all payments and distributions to be made pursuant to the Trust established in this Agreement, no beneficiary shall have any right to or interest in the income or principal of the Trust until the same has been paid to him or her. Both principal and income of the Trusts shall be free from interference and control of the creditors of any beneficiary and neither the principal nor income of the Trusts shall be subject to assignment or other anticipation by any beneficiary unless Trustee, in Trustee's sole and uncontrolled discretion, determines that such an assignment or anticipation is clearly and unequivocally in the best interest of the beneficiary. Both principal and income of this Trust shall be free from seizure under any legal, equitable, or other process whatsoever. If Trustee believes the foregoing may be violated or if Trustee believes the protection of any beneficiary requires it, Trustee may withhold any part or all of the income and principal payments to which a beneficiary may be entitled and use and pay directly any portion as Trustee deems advisable. 11. Construction and Interpretation A. Choice of Law . This Agreement, all Trusts established under this Agreement, and all other matters shall be construed and regulated by laws of ______________ ( name of state) . B. Captions and Clauses . The captions in this Agreement are for convenience only and shall not be considered a part of this Agreement or in any way limiting or amplifying the terms and provisions of this Agreement. In designating clauses in this Agreement, the letters i, l and o are skipped to avoid confusion with the typewritten numerals. C. Severability . If any provision of this Agreement shall be invalid or unenforceable, the remaining provisions shall have full force and effect. D. Notices . All notices required or permitted under this Agreement shall be in writing and sent by ordinary mail to the recipient at such address as may be specified from time to time. If any person receiving notice shall be a minor or under any other legal disability, a living parent, guardian, or other person having physical custody of the person may act for that person in receiving notice. Nothing contained in this paragraph shall be deemed to give the person acting in conjunction with Trustee the power or right to enlarge, shift, or restrict the beneficial interest of any beneficiary of any such Trust. E. Exercise of Rights . All rights (such as revocation, amendment, withdrawal, release, appointment of Trustee, disclaimer, renunciation, removal of Trustee, lifetime powers of appointment, instructions, and approval) exercisable by Trustor or any beneficiary shall be exercised by delivery to Trustee (or if there is a corporate Trustee and other Trustees, to the corporate Trustee) of a writing, signed by the person (including Trustor) exercising such right. All notices, certificates, and other communications permitted or required under this Agreement shall be in writing. F. Effective Date . If there is more than one Trustee initially appointed to serve under this Agreement, this Trust shall be effective as of the execution of this Agreement by Trustor, and by any one of Trustees, and the delivery of the initial Trust corpus to establish this Trust to the executing Trustee. If any of the other Trustees fails to execute this Agreement within a reasonable time or dies or becomes incompetent or incapable of executing this Agreement, then the failure to exercise shall be deemed a resignation and the Successor Trustee provisions of Section 7 , Paragraph A, shall become operative. G. Gender and Number . If more than one qualifies in any capacity under this Agreement, or is of the feminine sex or a corporation, or partnership, the pronouns and relative words in this Trust Agreement used shall be read as if written in plural number, or feminine or neuter gender, respectively. The parties have executed this Agreement on the day and year first above written. ______________________________ (Name of Trustee) By: _____________________________________ ____________________________ (Printed Name and Office in Corporation) ___________________________ (Signature of Officer) _____________________________________ (Printed Name of Trustor) ______________________________ (Signature of Trustor) (Acknowledgments before Notary Public) ( Attach Schedule)