Trust Distribution Agreement

TRUST DISTRIBUTION AGREEMENT

This Trust Distribution Agreement (the "Agreement") is made as of by and between Trustee Name: and Beneficiary Name: (each a "Party" and collectively, the "Parties"), concerning the administration and distribution of the trust identified below.

Trust Name: dated (the "Trust Instrument").

RECITALS

WHEREAS, the Trust Instrument established the Trust for the benefit of certain beneficiaries and appointed the Trustee named above to hold, manage, invest and distribute Trust assets in accordance with the terms of the Trust Instrument; and

WHEREAS, the Trustee and Beneficiary desire to set forth a binding agreement governing the timing, manner, and allocation of distributions from the Trust and to clarify the Trustee's powers, responsibilities and indemnities with respect to distributions; and

WHEREAS, the Parties intend that this Agreement supplement and not amend the Trust Instrument except to the extent expressly permitted by the Trust Instrument and applicable law.

NOW THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below unless the context otherwise requires:

"Net Trust Assets" means the Trust's gross estate or account balance less reasonable expenses, liabilities, taxes, and any claims adjudicated against the Trust prior to distribution.

"Distribution Event" means any occurrence or date specified in Section 3 on which the Trustee shall make a distribution to a Beneficiary pursuant to the Trust Instrument or this Agreement.

2. IDENTIFICATION OF TRUST ASSETS

The Trustee represents that the assets subject to distribution under this Agreement consist of the assets held in the Trust as of the applicable Distribution Date, including, without limitation, cash, securities, real property interests, and other intangible property (collectively, the "Trust Assets"). The Trustee shall prepare and retain an inventory of Trust Assets contemporaneous with each Distribution Event.

3. DISTRIBUTIONS

3.1 General Rule. Subject to the terms of the Trust Instrument and this Agreement, the Trustee shall make distributions of Net Trust Assets to the Beneficiary as provided herein.

3.2 Mandatory Distributions. The Trustee shall make mandatory distributions in the amounts and at the times set forth below: Amount or formula:

3.3 Discretionary Distributions. In addition to mandatory distributions, the Trustee may make discretionary distributions for health, education, maintenance and support, taking into account the Beneficiary's other resources and needs. The Trustee's exercise of discretion shall be made in good faith and in accordance with applicable fiduciary standards.

Per Stirpes    Per Capita    Lump Sum    Installments

4. TIMING AND MANNER OF DISTRIBUTION

4.1 Date of Distribution. Distributions shall be made on the dates established herein or on such earlier or later date as required by the Trust Instrument or as determined in the Trustee's reasonable discretion to comply with applicable law. Next scheduled distribution date:

4.2 Manner of Payment. Unless otherwise specified, payments shall be made in cash or by transfer of liquid securities. Where an in-kind distribution is made, the Trustee shall value the asset in good faith and provide the Beneficiary with a written statement of valuation and rationale.

5. TAXES, LIABILITIES AND EXPENSES

5.1 Allocation of Taxes and Expenses. All estate, inheritance, income, and other taxes attributable to periods prior to a Distribution Date, along with reasonable administration expenses, shall be paid from Trust assets prior to distribution unless otherwise required by the Trust Instrument. The Trustee shall have authority to withhold amounts estimated to satisfy such obligations.

Taxes and expenses to be paid by Trust    Beneficiary responsible for taxes on distributions

6. TRUSTEE POWERS, DUTIES AND LIMITATIONS

6.1 Powers. The Trustee shall have and may exercise all powers conferred by the Trust Instrument and by applicable law, including without limitation the power to sell, transfer, encumber, or retain Trust assets; to compromise claims; to engage advisors; and to determine valuation methods for non-liquid assets.

6.2 Duty of Care. The Trustee shall act in good faith, with reasonable care, and in the best interests of the beneficiaries, and shall document material decisions relating to distributions in Trust records.

6.3 Limitation of Liability. Except for gross negligence, willful misconduct or breach of a non‑discretionary duty, the Trustee shall not be personally liable for any loss resulting from any action or omission taken in good faith in the exercise of discretion conferred by this Agreement or the Trust Instrument.

7. REPRESENTATIONS AND WARRANTIES

7.1 Trustee represents and warrants that the Trustee has the authority under the Trust Instrument and applicable law to enter into and perform this Agreement and that no action is pending or threatened that would materially impair performance.

7.2 Beneficiary represents that the information provided to the Trustee regarding the Beneficiary's identity and tax status is true and complete to the best of the Beneficiary's knowledge.

8. INDEMNIFICATION

The Beneficiary shall indemnify and hold harmless the Trustee from and against any and all losses, claims, liabilities, costs and expenses (including reasonable attorneys' fees) incurred by reason of any distribution made in accordance with this Agreement, except to the extent such losses, claims or liabilities resulted from the Trustee's gross negligence, willful misconduct, or breach of a non‑discretionary duty.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth below or to such other address as a Party may designate by written notice.

10. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument executed by both Parties and, to the extent required by the Trust Instrument, by any other person whose consent is required by the Trust Instrument. Waiver of any breach or default shall not constitute a waiver of any subsequent breach or default.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

12. ENTIRE AGREEMENT

This Agreement, together with the Trust Instrument and any attachments expressly incorporated herein, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether oral or written, relating to such subject matter.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

14. COUNTERPARTS; ELECTRONIC EXECUTION

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. The Parties agree that facsimile or electronic copies of signatures shall be effective as originals.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

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