Trust Termination Agreement

TRUST TERMINATION AGREEMENT

This Trust Termination Agreement (Agreement) is made as of Effective Date: by and between Settlor/Grantor: with Address: and Trustee: with Address: (collectively, the Parties). The Trust subject to termination is known as the dated (the Trust).

RECITALS

WHEREAS, Settlor established the Trust and appointed Trustee to hold, manage and administer the Trust assets for the benefit of the beneficiaries named in the Trust instrument; and

WHEREAS, the Parties desire to terminate the Trust in accordance with the terms of the Trust instrument and applicable law and to provide for the final distribution of the Trust assets, payment of obligations, tax matters and indemnities related thereto; and

WHEREAS, the Trustee represents that the Trustee has no knowledge of any material claims against the Trust estate other than those disclosed in writing to the Settlor and the beneficiaries and listed in the schedule attached hereto under Additional Distributions and Claims or described below.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings given to them in the Trust instrument unless otherwise defined herein. For purposes of this Agreement, "Beneficiaries" means the persons or entities entitled to receive distributions from the Trust as listed in Section 3 below.

2. TERMINATION

The Parties agree that the Trust shall be and is hereby terminated effective as of the Effective Date specified above or such later date as required to permit final administration and distribution of the Trust estate (Termination Date). If a Termination Date other than the Effective Date is required, state the date here:

3. DISTRIBUTION OF TRUST ASSETS

3.1 Final Accounting and Payments. Prior to distribution, the Trustee shall prepare and provide a final accounting of the Trust estate, pay or reserve for taxes, debts, expenses of administration, reasonable fees and costs, and satisfy any lien or encumbrance of record.

3.2 Distribution Instructions. After satisfying obligations set forth in Section 3.1, the Trustee shall distribute the remaining Trust assets to the Beneficiaries in the following percentages or amounts:

4. TRUSTEE POWERS AND DUTIES

4.1 The Trustee shall take all actions necessary to effect final distribution, including selling or transferring assets, executing deeds or assignments, settling claims, paying obligations, closing accounts, and executing releases and receipts as reasonably required. Trustee shall exercise reasonable care and in good faith in performing these duties and shall act in accordance with the terms of the Trust instrument and applicable fiduciary law.

4.2 The Trustee is authorized to engage counsel, accountants and other advisors and to charge the Trust for reasonable fees and expenses incurred in winding up the Trust.

5. RELEASES AND DISCHARGE

Upon distribution in accordance with Section 3, the Trustee shall be discharged from further duties with respect to the distributed assets and the Beneficiaries shall release and forever discharge the Trustee from any claims relating to the administration or termination of the Trust except for claims arising from willful misconduct or gross negligence.

6. REPRESENTATIONS, WARRANTIES AND CONSENTS

6.1 Settlor represents and warrants that Settlor has the full power and authority to enter into this Agreement and that the statements in the Recitals are true and correct.

6.2 Trustee represents and warrants that Trustee is the duly appointed and acting Trustee with full power to terminate the Trust and to make distributions as set forth herein and that no action, suit or proceeding is pending that would prevent termination or distribution, other than those disclosed in writing to the Settlor and Beneficiaries.

The undersigned Beneficiaries hereby consent to the termination and distribution as set forth in this Agreement and release the Trustee in accordance with Section 5.

7. TAX MATTERS

7.1 The Trustee shall prepare and file any final fiduciary income tax returns and information returns required on behalf of the Trust and shall provide beneficiaries with final tax information reflecting distributions. Trustee shall pay any taxes attributable to the Trust from Trust assets prior to distribution.

8. INDEMNIFICATION

The Trust shall indemnify and hold harmless the Trustee from and against any and all liabilities, losses, claims, costs and expenses, including reasonable attorneys' fees, incurred by the Trustee in connection with the administration and termination of the Trust, except for those arising from Trustee's willful misconduct or gross negligence.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, by certified mail, or by nationally recognized overnight courier, and shall be addressed to the Parties at the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section.

10. MISCELLANEOUS

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

Entire Agreement: This Agreement, together with the Trust instrument to the extent incorporated herein, constitutes the entire agreement among the Parties with respect to the termination of the Trust and supersedes all prior agreements and understandings relating to such termination.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed to carry out the Parties' intentions to the fullest extent permitted by law.

Amendments and Waiver: This Agreement may be amended only by a written instrument signed by the Parties. No failure or delay by any Party in exercising any right under this Agreement shall operate as a waiver of that right.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

11. CERTIFICATION OF TERMINATION

The Trustee certifies that, to the best of Trustee's knowledge after reasonable inquiry, all debts, taxes, expenses and claims known to Trustee have been paid or provided for and that distribution may be made in accordance with this Agreement. Trustee further agrees to deliver to the Beneficiaries such instruments of transfer, receipts and releases as may be necessary to effectuate the distributions provided herein.

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