Trusts Termination Agreement

TRUSTS TERMINATION AGREEMENT

This Trusts Termination Agreement (this "Agreement") is made and entered into as of by and between Trustee Name: in his or her capacity as Trustee of the Trust known as (the "Trust"), and Beneficiary Name: .

RECITALS

WHEREAS, the Trustee has been acting under the terms of the Trust and holds legal title to the Trust assets for the benefit of the beneficiaries; and

WHEREAS, the Trustee and Beneficiary desire to terminate the Trust in accordance with the Trust instrument, applicable law, and the mutual agreements set forth herein; and

WHEREAS, the parties intend by this Agreement to provide for the final administration, distribution of Trust assets, allocation of tax liabilities and expenses, and mutual releases with respect to the Trust.

NOW, THEREFORE

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings: "Trust Assets" means all property, whether real, personal, intangible or mixed, held by the Trustee for the benefit of the beneficiaries of the Trust as of the Effective Date; "Effective Date" means the date set forth above; "Final Accounting" means the written statement of receipts, disbursements and distributions prepared by the Trustee in accordance with Section 4.

2. TERMINATION

The Trustee hereby elects to terminate the Trust effective as of the Effective Date. Upon execution of this Agreement and satisfaction of the conditions set forth herein, the Trustee shall cease to act in the fiduciary capacity with respect to the Trust except as necessary to wind up the Trust affairs in accordance with this Agreement.

3. DUTIES TO WIND UP AND DISTRIBUTIONS

3.1 Final Inventory and Valuation. The Trustee shall prepare a complete inventory and reasonable valuation of the Trust Assets as of the Effective Date and shall deliver a copy to the Beneficiary within days of the Effective Date.

3.2 Distribution. After payment or provision for all debts, expenses of administration, taxes and reasonable fees, the Trustee shall distribute the remaining Trust Assets to the Beneficiary as described below:

3.3 Transfer Documents. The Trustee shall execute and deliver all instruments and documents reasonably necessary to effectuate the transfers contemplated by this Agreement, including deeds, assignments, endorsements and releases. The Trustee shall cooperate with Beneficiary to obtain any consents required to transfer any Trust Assets.

4. ACCOUNTING AND TAX MATTERS

4.1 Final Accounting. The Trustee shall prepare and deliver a Final Accounting reflecting all receipts, disbursements, allocations, fees and the proposed distributions to the Beneficiary. The Final Accounting shall be delivered to the Beneficiary within days of the Effective Date.

4.2 Tax Returns. The Trustee shall prepare and file, or cause to be prepared and filed, any final fiduciary and income tax returns required by applicable law. Any tax liabilities attributable to the period prior to distribution shall be satisfied from Trust Assets prior to distribution. The Beneficiary shall cooperate in providing information reasonably necessary to prepare such returns.

4.3 Tax Indemnity. To the extent any taxes, penalties or interest arise after distribution that are attributable to acts or omissions of the Trustee occurring prior to distribution, the Trustee shall indemnify and hold the Beneficiary harmless; to the extent such taxes arise from acts or omissions of the Beneficiary, the Beneficiary shall indemnify and hold the Trustee harmless.

5. REPRESENTATIONS AND WARRANTIES

5.1 Trustee Representations. The Trustee represents and warrants that: (a) the Trustee has full power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby; (b) the Trustee has not previously distributed the Trust Assets except as disclosed to the Beneficiary; and (c) to the Trustee's knowledge, no material breaches of the Trust instrument remain unremedied.

5.2 Beneficiary Representations. The Beneficiary represents and warrants that: (a) the Beneficiary consents to the termination and distribution as set forth herein; (b) the Beneficiary will cooperate in the preparation of any statements or filings necessary to effect distribution; and (c) the Beneficiary has not assigned any rights to the Trust Assets except as disclosed in writing to the Trustee.

6. RELEASES

Upon completion of distributions in accordance with this Agreement and delivery of the Final Accounting, the Beneficiary releases and forever discharges the Trustee from any and all claims, demands, causes of action and liabilities arising out of the Trustee's administration of the Trust prior to the Effective Date, except for gross negligence, willful misconduct, fraud or breaches of fiduciary duty not disclosed prior to execution of this Agreement.

The Trustee releases the Beneficiary from any claims for additional distributions other than as provided in this Agreement, except for claims based on material misrepresentations in the Final Accounting or on actions constituting fraud.

7. INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of any breach of the representations, warranties or covenants of such party contained in this Agreement, except to the extent caused by the indemnitee's own gross negligence, willful misconduct or fraud.

8. COSTS AND FEES

Reasonable costs and expenses incurred in connection with the termination of the Trust, including legal fees and trustee fees, shall be paid from Trust Assets prior to distribution. The Trustee shall provide an itemized statement of such costs to the Beneficiary.

9. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice in accordance with this Section).

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall continue in full force and effect.

13. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought.

14. 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. Facsimile and electronic signatures shall be acceptable and deemed original for all purposes.

15. SURVIVAL

The provisions of this Agreement that by their nature are intended to survive termination of the Trust, including Sections 4 (Accounting and Tax Matters), 5 (Representations and Warranties), 6 (Releases), 7 (Indemnification), 10 (Governing Law), 11 (Entire Agreement) and 12 (Severability), shall survive the termination and distribution of the Trust Assets.

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