Irrevocable Trust Funded by Life Insurance

Irrevocable Trust Funded by Life Insurance

Trust agreement made on , between

, of

, hereinafter called Trustor, and

, a corporation organized

and existing under the laws of the state of with its

principal office located at

hereinafter called 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 Trustor and Trustee agree as follows:

1. Trust Estate
Trustor transfers and delivers to Trustee the securities and other property described in Exhibit A, which is attached and incorporated by reference. The receipt of the property is hereby acknowledged by Trustee. Also transferred and delivered by Trustor are the life insurance policies on the life of Trustor, which policies are listed and described in Exhibit B, which is attached and incorporated by reference. Receipt of the policies is acknowledged by Trustee. Trustor releases to Trustee all rights in the insurance policies described in Exhibit A. Such insurance policies, securities, and other property set forth in Exhibit A and Exhibit B, together with all insurance policies and other property subsequently subject to this Trust, shall constitute the trust estate and shall be held, managed, administered, and distributed by Trustee as provided in this Agreement.

2. Trustee's Rights in Policies
Trustee shall be vested with all rights, powers, options and privileges in and to the insurance policies that are or may become part of the trust estate, and may exercise any and all of such rights, powers, options, and privileges as fully as any owner of the policies might. Trustor shall execute any and all instruments necessary to permit Trustee to exercise any such rights, powers, options, or privileges.

3. Disposition During the Lifetime of Trustor and Payment of Premiums
During the lifetime of Trustor, Trustee shall hold the insurance policies and shall hold, manage, invest, and reinvest such securities or other property, collect the income derived from them, and after payment of all proper charges and expenses, apply the income in the following manner:

A. The net income of the Trust shall be applied to the payment of premiums and other charges on any and all insurance policies that are, or may become, part of the trust estate.

B. Any net income in excess of the amount needed to pay the premiums and other charges during any year, if any, shall be accumulated and added to the principal of the trust estate at the end of that year..

C. Should the net income derived by Trustee be at any time insufficient to pay the premiums and other charges, Trustee shall promptly notify Trustor in writing of the amount necessary to pay the premiums and charges. If Trustor shall fail to advance sufficient funds for the same, Trustee may, but shall be under no obligation to, sell at public or private sale a sufficient portion of the principal of the trust estate to obtain the necessary funds to pay the premiums and charges, or to borrow on the collateral of the principal, or any part for such purpose as provided in this agreement. If at any time the net income derived by Trustee, together with any sums furnished by Trustor, is insufficient to pay the premiums or other charges, Trustee is under no obligation to pay the premiums or other charges and shall not be liable to any extent whatsoever in the event any such premiums or other charges are not paid. Trustee is further authorized, but is not obligated, to surrender any insurance policies for their cash surrender value or to borrow on the policies and to make premium payments or payments of other charges from the funds so derived, or to convert any policy on which Trustee is unable, by reason of insufficient funds to pay the premiums or other charges, into a paid-up policy in whatever amount may be provided by the terms of the policy.

4. Collection of Insurance Proceeds
On the death of Trustor, Trustee shall take all necessary steps to collect the proceeds of any and all insurance policies in the trust estate, including double indemnity benefits if such are payable. In order to facilitate prompt collection of those sums, Trustee shall furnish the necessary proof of death to the respective insurance companies and is authorized and empowered to do any and all things that in Trustee's discretion are necessary to collect the proceeds, including, but not limited to, the power to execute and deliver releases, receipts, and all other necessary papers; the power to compromise or adjust any disputed claim in such manner as seems just; and the power to bring suit on any policy, the payment of which is contested by the insurer, and to pay the expenses of any such suit, including attorney fees, from the principal of the trust estate or from any other insurance proceeds or from the net income, provided that Trustee shall be under no obligation to bring suit unless it is advisable in the opinion of Trustee's counsel and unless Trustee shall have either adequate funds with which to pay the expenses of the suit or indemnification to Trustee's satisfaction against any laws, liability, or expenses that may be incurred in bringing the suit. On the collection of the proceeds of any insurance policy in the trust estate, Trustee shall add such proceeds to the trust estate and shall hold, manage, invest, and reinvest the proceeds, collect the income, and pay and distribute the income and the principal in the manner provided in Section 5.

5. Disposition After the Death of Trustor
On the death of Trustor, Trustee shall hold in trust or distribute the income and principal of the trust estate as follows:

6. Additions to Trust
Trustor, and any other person, shall have the right at any time to add to this Trust any insurance policies on the life of Trustor and any other property that is acceptable to Trustee. These policies and other property, when received and accepted by Trustee, shall become part of the trust estate.

7. Irrevocability of Trust
This Agreement and the Trust created by it shall be irrevocable, and shall not be altered, amended, revoked or terminated by Trustor or any other person. No part of the principal or income of the Trust shall ever revert to, or be used for, the benefit of Trustor, or be used to satisfy any legal obligations of Trustor. Trustor renounces for and estate any interest, either vested or contingent, including any reversionary right or possibility of reverter, in the principal and income of the Trust, and any power to determine or control, by alteration, amendment, revocation, termination, or otherwise, the beneficial enjoyment of the principal or income of the Trust.

8. Powers of Trustee
In addition to all other powers and discretions granted by law or by this agreement, Trustee shall have the following powers and discretions, all of which shall be exercised in a fiduciary capacity:

A. To arrange for the automatic application of dividends in reduction of premium payments, with regard to all policies of insurance held in the trust estate. Otherwise, the dividends shall be treated as income and shall be applied to the payment of the premiums.

B. The Trustee shall have power to invest and reinvest the trust property in bonds, stocks, notes, or other property, real or personal, suitable for the investment of trust funds; to register property in the name of a nominee without restriction; to vote in person or by general or limited proxy, or refrain from voting, any corporate securities for any purpose, except that any security as to which the Trustee's possession of voting discretion would subject the issuing company or the Trustee to any law, rule, or regulation adversely affecting either the company or the Trustee's ability to retain or vote company securities, shall be voted as directed by the Trustor, if living, otherwise by the beneficiaries then entitled to receive or have the benefit of the income from the Trust; to lease (for any period of time though commencing in the future or extending beyond the term of the trust), sell, exchange, mortgage, or pledge any or all of the trust property as the Trustee deems proper; to borrow from any lender, including a Trustee individually; to employ agents, attorneys and proxies; to compromise, contest, prosecute or abandon claims; to divide or distribute in cash or in kind, or partly in each, or in undivided interests or in different assets or disproportionate interests in assets, to value the trust property for such purposes, and to sell any property in order to make division or distribution.

C. The Trustee is authorized to establish out of income and credit to principal reasonable reserves for depreciation, obsolescence and depletion.

D. The Trustee may transfer the situs of any trust property to any other jurisdiction as often as the Trustee deems it advantageous to the Trust, appointing a substitute Trustee to itself to act with respect to it. In connection with that the Trustee may delegate to the substitute Trustee any or all of the powers given to the Trustee, which may elect to act as advisor to the substitute Trustee and shall receive reasonable compensation for so acting. The Trustee may remove any acting substitute Trustee and appoint another, or reappoint itself, at will.

9. Limitation on Powers
Notwithstanding the foregoing and any other provision of this trust agreement, no power exercisable by Trustee shall be construed so as to enable Trustee, Trustor, or any other person to purchase, exchange, or otherwise deal with or dispose of the principal of the trust estate or the income from the trust estate for less than an adequate consideration in money or money's worth, or to enable Trustor to borrow the principal or income, directly or indirectly, without adequate interest or security. No person other than Trustee acting in a fiduciary capacity shall have the power to vote or direct the voting of stock or other securities, to control the investment of trust funds either by directing investments or reinvestments or by vetoing proposed investments or reinvestments, or to permit any person to reacquire the trust principal by substituting other property of an equivalent value. Any person or persons appointed to act as trustee or successor trustee under this Agreement shall not have the following powers:

10. Compensation of Trustee
The Trustee shall be reimbursed for all reasonable expenses incurred in the management and protection of the trust and shall receive fair compensation for its services. The Trustee's regular compensation shall be charged against income during the Trustor's lifetime and subsequently half against income and half against principal, except that the Trustee shall have full discretion at any time or times to charge a larger portion or all against income without being limited to circumstances specified by state law.

11. Successor Trustees
Trustee shall have the power to appoint a successor trustee. If Trustee shall die, resign, become incapacitated, or refuse to act further as Trustee under this Agreement, without having appointed a successor, the successor trustee shall be . Any successor trustee shall have all the duties and powers assumed and conferred in this Agreement on Trustee, including the power to appoint a successor. Any appointment of a successor trustee shall be made by an acknowledged instrument delivered to Trustor, if living, and to , should Trustor then be deceased.

12. Trustee's Bond
No trustee or successor trustee shall be required to give any bond or other security.

13. Accounting
Trustee shall maintain accurate accounts and records, and shall render statements to Trustor while living and subsequently to the adult beneficiary or beneficiaries who may then be entitled to receive income under this Agreement. The statements shall show receipts and disbursements of principal and income of the trust estate. Written approval of the statement by the person or persons entitled to the accounting shall, as to all matters and transactions stated in or shown by the statement, be final and binding on all persons, whether in being or not, who are then or may later become interested in or entitled to share in either the income or the principal of this Trust. However, nothing contained in this section shall be deemed to give such person acting in conjunction with trustee the power to alter, amend, revoke, or terminate this Trust.

14. Governing Law
This agreement shall be governed by the laws of .

The parties have executed this Agreement on the day and year first above written.

(Acknowledgments before Notary Public)

(Attach Exhibits)