Trustee Service Contract

TRUSTEE SERVICE CONTRACT

This Trustee Service Contract (the "Agreement") is made on this day: of by and between Client Name: , Client Address: (hereinafter "Client"), and Trustee Name: , Trustee Address: (hereinafter "Trustee").

Individual Corporation Trust

RECITALS

WHEREAS, Client is the settlor, grantor, beneficiary or authorized representative of certain trust property described as: ; and

WHEREAS, Client desires to engage Trustee to perform fiduciary and administrative services in accordance with the terms of this Agreement and applicable trust instruments; and

WHEREAS, Trustee represents that Trustee is duly qualified and willing to act as trustee and to perform the services set forth herein, subject to the terms and limitations contained in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Client and Trustee agree as follows:

1. APPOINTMENT; ACCEPTANCE

1.1 Appointment. Client hereby appoints Trustee to perform trustee services for the trust assets described above and any subsequently identified trust property accepted in writing by Trustee. Trustee accepts such appointment subject to the terms, conditions and limitations set forth in this Agreement.

2. SCOPE OF SERVICES

2.1 Services. Trustee shall perform customary fiduciary duties including custody, management, investment and disposition of trust assets, collection of income, payment of expenses and distributions, preparation of accounts, and other administrative acts reasonably necessary for the proper administration of the trust as further described in the trust instrument and this Agreement.

3. STANDARD OF CARE; FIDUCIARY DUTIES

3.1 Standard of Care. Trustee shall perform duties with the care, skill, prudence and diligence that a prudent fiduciary would exercise under similar circumstances. Trustee shall act in good faith, in the best interests of the trust and its beneficiaries, and in accordance with the terms of the governing trust instrument.

3.2 Loyalty and Delegation. Trustee owes a duty of loyalty to the trust and beneficiaries. Trustee may, in Trustee's discretion and as permitted by law, employ agents, advisors, legal counsel and investment managers, provided Trustee exercises reasonable care in their selection, supervision and compensation.

4. COMPENSATION AND EXPENSES

4.1 Compensation. Client shall pay Trustee compensation for services as follows: Fee Structure: ; Amount or Rate: ; Payment Frequency: .

4.2 Expenses. Trustee shall be reimbursed for all reasonable and documented expenses incurred in the administration of the trust, including but not limited to legal fees, custodial fees, accounting fees, taxes and filing fees. Reimbursement shall be made upon presentation of documentation or an itemized statement.

5. TERM; TERMINATION; REMOVAL

5.1 Term. This Agreement shall commence on the date first written above and shall continue until terminated as provided herein or until Trustee resigns or is removed in accordance with applicable law and the trust instrument.

5.2 Termination for Convenience. Client may terminate Trustee's services without cause upon days' prior written notice to Trustee, subject to payment of fees and reimbursement for expenses accrued through the effective date of termination.

5.3 Removal for Cause. Trustee may be removed for cause if Trustee materially breaches this Agreement, engages in gross negligence, willful misconduct, fraud or material breach of fiduciary duty, in each case following notice and an opportunity to cure if cure is feasible.

6. RECORDS; ACCOUNTING; AUDIT

6.1 Records. Trustee shall maintain complete and accurate records of all transactions and accounts relating to the trust. Such records shall be retained for a period consistent with applicable law and shall be made available to Client or beneficiaries upon reasonable request.

6.2 Accounting. Trustee shall provide periodic accountings at intervals of: or as otherwise required by the trust instrument or law.

7. CONFIDENTIALITY

7.1 Confidential Information. Trustee shall keep confidential all non-public information concerning the trust, its assets and beneficiaries, except to the extent disclosure is required by law, court order, or as necessary to perform the duties set forth in this Agreement. Confidentiality obligations survive termination of this Agreement.

8. CONFLICTS OF INTEREST

8.1 Disclosure. Trustee shall disclose promptly to Client any actual or potential conflict of interest of which Trustee becomes aware. Such disclosure shall be in writing and shall describe the nature of the conflict and any proposed measures to mitigate it.

8.2 Consent. Where permissible by law and the trust instrument, Client may consent in writing to a disclosed conflict. Absent such consent, Trustee shall take steps to avoid or eliminate the conflict.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification. Client agrees to indemnify and hold Trustee harmless from and against any and all liabilities, losses, claims, damages, costs and expenses (including reasonable attorneys' fees) incurred by Trustee in connection with Trustee's administration of the trust, except to the extent such liabilities arise from Trustee's gross negligence, willful misconduct or fraud.

9.2 Limitation. Notwithstanding any other provision, Trustee shall not be liable for loss or depreciation of trust assets resulting from a risk reasonably accepted in the course of prudent administration, nor for actions taken in good faith reliance on instructions or information supplied by Client or beneficiaries.

10. INSURANCE

Trustee shall maintain fiduciary liability insurance and such other insurance coverage as is appropriate to the scope of services provided. Proof of insurance shall be provided to Client upon request. Coverage types and limits:

11. NOTICES

Notices shall be in writing and shall be deemed delivered when delivered in person, sent by nationally recognized overnight courier, or three (3) days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested, to the addresses set forth above or such other address as a party may designate in writing.

12. 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.

13. ENTIRE AGREEMENT

This Agreement, together with the governing trust instrument and any written schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

14. SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

15. AMENDMENTS; WAIVER; COUNTERPARTS

15.1 Amendments. This Agreement may be amended only by a written instrument signed by both Client and Trustee.

15.2 Waiver. The failure of either party to exercise any right or remedy under this Agreement shall not operate as a waiver of such right or remedy.

15.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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