Sprinkling Trust for Children during Grantor's Life, and for Surviving Spouse and Children after Grantor's Death (Crummey Trust Agreement) by pellcity27

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									      Sprinkling Trust for Children during Grantor's Life, and for Surviving Spouse and
                 Children after Grantor's Death (Crummey Trust Agreement)

Trust agreement made on the (date), between (Name of Grantor) who resides at (street
address, city, county, state, zip code), and (Name of Trustee Bank) of (street address, city,
county, state, zip code), hereinafter called the Trustee.

Whereas, the Grantor wishes to establish an irrevocable trust for the sole benefit of his or minor
children, (Names of Minor Children), during his lifetime and the Grantor's Spouse, (Name of
Spouse), after the Grantor's death;

Whereas, the Grantor wishes to convey to such Trust certain properties he now owns; and

Whereas, the Trustee is willing to carry out the duties enumerated in this agreement;

In consideration of the matters described above, and of the mutual benefits and obligations set
forth in this agreement, the Grantor and Trustee agree as follows:

I.      Definitions.
        A.      Grantor. (Name of Grantor) may be referred to in this agreement as the Grantor.

        B.       Grantor's Spouse. Grantor is married to (Name of Wife), who may be referred to
        in this Agreement as the Grantor's Spouse.

        C.     Primary Beneficiaries. Whenever used in this Agreement, the term Primary
        Beneficiaries shall mean the following individuals: (Name of Child), a (male or female),
        born (date), and (Name of Child), a (male or female), born (date).

        D.        Trustee. (Name of Bank) of (street address, city, county, state, zip code), and
        (Name of Grantor) of (street address, city, county, state, zip code), shall be the Co-
        Trustees of all Trusts created in this Agreement. At all times while the Grantor is serving
        as a Trustee, there shall be a Co-Trustee to serve with the Grantor, which Co-Trustee
        may be referred to in this Agreement as the Independent Trustee. (Name of Bank) is the
        initial Independent Trustee. The Grantor shall be the Investment Trustee.

        E.     Trust Committee. The Trust Committee shall have the powers granted in
        Section IV of this Agreement (dealing with changes in Trustees). The initial Trust
        Committee shall consist of the following individuals: (Name), of (street address, city,
        county, state, zip code), and (Name), of (street address, city, county, state, zip code).

II.     Establishment of Trusts; Disposition of Trust Property

        A.     Establishment of the (Name of Trust) Children's Long-Term Trust.
               1.     General. The Grantor has conveyed to the Trustee the properties listed in
               Exhibit A attached to and made a part of this Agreement for all purposes. The
               Trustee accepts such properties in trust under the terms and conditions of this
               Agreement. The trust so established may be referred to as the (Name of Trust)
Children's Long-Term Trust.

2.      Beneficiaries. During the Grantor's lifetime, the Trustee shall hold and
administer the trust properties for the benefit of the Primary Beneficiaries and the
descendants of the Primary Beneficiaries. After the Grantor's death, the Grantor's
Spouse also shall be a beneficiary of the Trust. Property subsequently
transferred to the Trustee to be held in trust under this Agreement shall be
treated as though such properties were among the original properties listed in
Exhibit A.

3.        Primary Beneficiary's Right to Withdraw. To the extent any addition by
gift (including the original addition) is made to the Trust, each Primary Beneficiary
may demand withdrawal, at any time from the date of the addition until (30) days
after the date he or she receives written notice of such addition, of an amount
equal to his or her proportionate part only (determined according to the number
of such Primary Beneficiaries then living) of the market value (on the date of the
gift) of the addition. However, the maximum aggregate amount that may be
withdrawn by any Primary Beneficiary in any calendar year pursuant to his or her
demand rights shall be limited in value at the time of withdrawal to the maximum
amount that would not have been considered a release of a general power of
appointment under Section 2041(b)(2) of the Code if such demand rights had not
been exercised and had lapsed during the same calendar year. To the extent no
withdrawal demand is made within (30) days of the date the Primary Beneficiary
receives written notice of any such addition, the right to make such demand shall
lapse. Each such withdrawal demand shall be exercisable only by a written
instrument (executed by or on behalf of the beneficiary having right of such
demand) delivered to the then Independent Trustee on or before the expiration of
the (30)-day period that commences when the beneficiary receives written notice
of his or her demand right, and the thus demanded amount shall be payable
immediately upon receipt of such written instrument. If the beneficiary is then
under any legal disability of any kind, execution of the withdrawal demand may
be by his or her legal guardian or, if no legal guardian has been appointed, his or
her natural guardian, acting solely on behalf of the beneficiary in making such
demand and receiving such distribution for such beneficiary's sole benefit.
Notwithstanding any other provision of this Agreement to the contrary, the
Independent Trustee shall, at all times while any such withdrawal right is
outstanding, retain sufficient liquid funds or transferable assets in the Trust to
satisfy all such withdrawal rights which are then outstanding. Each beneficiary
designated as having a withdrawal right with respect to any addition or additions
(and, if he or she is then under any legal disability of any kind, his or her legal
guardian or, if no legal guardian has been appointed, his or her natural guardian)
shall be given written notice by the Independent Trustee within (seven) days
following the date that each withdrawable addition is made.

4.     Distributions during Life of Grantor. During the Grantor's lifetime, the
Trustee shall have the power, in its sole discretion, to accumulate all or part of
the net income of the Trust or to distribute all or part of the income or principal of
the Trust for the comfort and welfare of the Primary Beneficiaries and the
descendants of the Primary Beneficiaries. It is the Grantor's intention that the
beneficiaries be enabled, insofar as possible, to maintain the standard of living
to which they are accustomed. The Trustee may (but is not so directed) take into
consideration all other sources of income or principal available to each
beneficiary in determining what distributions will be made among the
beneficiaries of the Trust. The Trustee may make unequal distributions from the
Trust among the beneficiaries of the Trust, and no such distributions shall be
taken into account upon either the division of the Trust, as provided in
Subparagraph A(8) of this Section, or upon final distribution of the Trust
properties. It is the Grantor's desire, but not direction, that, in determining which
beneficiaries shall receive distributions, the Trustee shall give preference to the
needs of the beneficiaries in the following order: first to the Primary Beneficiaries
and the descendants of the Primary Beneficiaries taken on a per stirpes basis at
the time of any distribution, and second to the further descendants of the Primary
Beneficiaries.

5.      Distributions after Grantor's Death. After the death of the Grantor, the
Trustee shall have the power, in its sole discretion, to accumulate all or part of
the net income of the Trust or to distribute all or part of the income or principal of
the Trust to or for the Grantor's Spouse, the Primary Beneficiaries, and the
descendants of the Primary Beneficiaries, in order to provide for their health,
support, maintenance, and education.

6.      Standards for Distribution after Grantor's Death. It is the Grantor's
desire, but not direction, that, in determining which beneficiaries shall receive
distributions after the death of the Grantor, the Trustee shall give preference to
the needs of the beneficiaries in the following order: first to the Grantor's Spouse,
second to the Primary Beneficiaries and their descendants taken on a per stirpes
basis at the time of any distribution, and third to the further descendants of the
Primary Beneficiaries. It is the Grantor's intention that the beneficiaries be
enabled, insofar as possible, to maintain the standard of living to which they are
accustomed. In determining what distributions, if any, should be made from the
Trust, the Trustee may (but is not so directed to) take into consideration all other
sources of income or principal available to each beneficiary. The Trustee may
make unequal distributions from the Trust among the beneficiaries of the Trust,
and no such distributions shall be taken into account upon either the division of
the Trust, as provided in Subparagraph A(8) of this Section, or upon final
distribution of the Trust properties.

7.     Distributions after Grantor's Spouse's Death. After the deaths of the
Grantor and the Grantor's Spouse, the Trust shall be held, administered and
distributed as follows:

          a.      Income and Principal. After the death of the Grantor and the
          Grantor's Spouse, the Trustee shall have the power, in its sole discretion,
          to accumulate all or part of the net income of the Trust or to distribute all
          or part of the income or principal of the Trust to or for the Primary
          Beneficiaries and the descendants of the Primary Beneficiaries in order to
          provide for their health, support, maintenance, and education.

          b.      Standards for Distribution. It is the Grantor's desire, but not
          direction, that, in determining which beneficiaries shall receive
          distributions, the Trustee shall give preference to the needs of the
          beneficiaries in the following order: first to the Primary Beneficiaries and
          their descendants taken on a per stirpes basis at the time of any
          distribution, and second to the further descendants of the Primary
          Beneficiaries. It is the Grantor's intention that the beneficiaries be
          enabled, insofar as possible, to maintain the standard of living to which
          they are accustomed. In determining what distributions, if any, should be
          made from the Trust, the Trustee may (but is not so directed to) take into
          consideration all other sources of income or principal available to each
          beneficiary. The Trustee may make unequal distributions from the Trust
          among the beneficiaries of the Trust, and no such distributions shall be
          taken into account upon either the division of the Trust, as provided in
          Subparagraph A(8) of this Section, or upon final distribution of the Trust
          properties.

          c.      Special Distribution to House Children. After the deaths of the
          Grantor and the Grantor's Spouse, the Trustee is authorized, in its sole
          discretion, to distribute to the person with whom any Primary Beneficiary
          less than the age of (21) resides, an amount sufficient (after the payment
          by the recipient of income taxes, if any, on the distribution) to defray the
          expense of making additions or improvements to that person's residence
          or to purchase a larger residence to accommodate such child of the
          Grantor. The distributee shall not be required to reimburse the Trust for
          any amount so expended. The Trustee's discretion as to any distribution
          shall be conclusive as to the advisability of such distribution and shall not
          be subject to judicial review.

   8.      Division of the Trust into Separate Trusts. After the deaths of the
   Grantor and the Grantor's Spouse and when the youngest then-living Primary
   Beneficiary has attained the age of (e.g., 23) years (or upon the death of the
   Grantor, the Grantor's Spouse, and all of the Primary Beneficiaries), the Trustee
   shall divide and partition the Trust into separate portions of equal value, one
   portion for each Primary Beneficiary who survives such event and one portion for
     the descendants of each Primary Beneficiary who shall fail to survive such event
     but who leaves descendants who survive such event. The Trustee shall hold the
     portion for each Primary Beneficiary who survives such event as a separate
     Trust and each such separate Trust shall be designated by the name of that
     particular Primary Beneficiary. Each such Trust shall be held and administered
     for the benefit of the Primary Beneficiary whose name designates that particular
     Trust and for that Primary Beneficiary's descendants. The portion of the Trust for
     each Primary Beneficiary who shall fail to survive such event but who leaves
     descendants who survive such event shall be distributed to such descendants,
     per stirpes, subject, however, to the other provisions of this Agreement.

            a.       Distributions of Income and Principal. The Trustee shall have
            the power, in its sole discretion, to accumulate all or part of the net
            income of each Trust or to distribute to and among the beneficiaries of
            each Trust such amounts of income and principal (even to the exhaustion
            of the Trust) as are necessary for the health, support, maintenance, and
            (where applicable) education of the respective beneficiaries, with such
            standards to be construed liberally. In determining what distributions, if
            any, should be made, the Trustee may (but is not so directed to) take into
            consideration all other sources of income or principal available to each
            beneficiary. The Trustee may make unequal distributions among the
            beneficiaries of each Trust, and no such distributions shall be taken into
            account in determining the respective shares of beneficiaries upon the
            final distribution or division of each Trust.

            b.       Distribution Priorities. It is the Grantor's desire, but not direction,
            that, in determining which beneficiaries of each Trust shall receive
            distributions, the Trustee shall give preference to the needs of the
            beneficiaries of the Trusts in the following order: first to the Primary
            Beneficiary whose name designates that Trust, second to the
            descendants of such Primary Beneficiary whose name designates such
            Trust taken on a per stirpes basis at the time of any distribution, and third
            to the further descendants of such Primary Beneficiary whose name
            designates such Trust.

9.   Final Distributions of the Separate Trusts.
     a.      Partial Terminating Distribution. At the time when the Grantor and the
     Grantor's Spouse have died and the Primary Beneficiary whose name designates
     that Trust has reached the age of (e.g., 25) years, the Trustee shall distribute
     (one-third or other fraction) of all of the principal and undistributed income then
     remaining in that Trust to the Primary Beneficiary whose name designates that
     Trust.

     b.     Final Terminating Distribution. At the time when the Grantor and the
     Grantor's Spouse have died and the Primary Beneficiary whose name designates
       that Trust has reached the age of (e.g., 30) years, or has sooner died, the
       Trustee shall distribute all of the principal and undistributed income then
       remaining in that Trust to the Primary Beneficiary whose name designates that
       Trust and the then-living descendants of such Primary Beneficiary, per stirpes,
       but if such Primary Beneficiary is then deceased and has no then-living
       descendants, then to the Grantor's then-living descendants, per stirpes, and that
       Trust shall terminate.

       10.     Major Disaster. If at the time of the death of the later to die of the Grantor
       and the Grantor's Spouse, the Grantor shall have no living descendants, or, if
       after the death of the Grantor and the Grantor's Spouse, all of the Grantor's
       descendants shall die before or at the time of the final termination of each Trust
       as provided in Subparagraph A(9)(b) above, then each Trust shall terminate
       and the principal and undistributed income of the Trust shall be divided into two
       equal shares. One such share shall be distributed to the Grantor's Heirs, and the
       other such shall be distributed to the Grantor's Spouse's Heirs.

       11.    Distribution to Beneficiary for whom Trust Already Established. If
       any distribution of any property previously held in trust under this Agreement for
       any beneficiary is to be made to another beneficiary for whom at such time the
       Trustee holds property in any Trust, then such distribution may, in the Trustee's
       sole and absolute discretion, be made to the latter beneficiary or may be added
       to and become a part of the latter beneficiary's trust.

 B.     Contingent Trust for Persons Less Than the Age of (e.g., 25).
Notwithstanding the preceding provisions of this Section II, this Paragraph B shall apply
if any portion of the principal of any Trust created in this instrument would be
distributable to a beneficiary (other than a Primary Beneficiary) who has not reached his
or her (e.g., 25th) birthday and no other Trust is created in this instrument for that
beneficiary. If the Trustee, in its sole discretion so elects, that portion shall be retained
by the Trustee as a separate Trust for the benefit of the beneficiary. Until the beneficiary
reaches his or her (e.g., 25th) birthday, the Trustee shall have the power to accumulate
all or part of the income of that Trust or to distribute so much of the income and principal
of that Trust to or for the benefit of the beneficiary as the Trustee, in its sole judgment
and discretion, deems necessary for the education, maintenance, support, and health of
the beneficiary. When the beneficiary reaches his or her (e.g., 25th) birthday, the
Trustee shall distribute all of the then-remaining principal and undistributed income of
the Trust to the beneficiary. If the beneficiary dies before reaching his or her (e.g., 25th)
birthday, the Trustee shall distribute the then-remaining principal and undistributed
income of the Trust to the estate of the beneficiary.

C.       Payments to Incapacitated Person. During the minority or physical or mental
incapacity of any person to whom principal or income of any Trust created in this
Agreement may be paid (either during the term of a trust or upon final distribution of a
trust), the Trustee may make such payment in any one or more of the following ways:
              1.      To such person directly;

              2.      To the guardian, committee, conservator, or other similar official of such
                      person;

              3.      To a relative of such person to be expended by such relative for the
                      benefit of such person, including payment to such relative;

              4.      To a custodian under an applicable Uniform Transfers (or Gifts) to Minors
                      Act; or

              5.      By the Trustee expending the same directly for the benefit of such
                      person.

       The Trustee's determination of the minority or incapacity of any such person shall be
       final, and the Trustee shall not be responsible for the application of any payment after
       the same has been made to any person in accordance with the provisions of this
       Paragraph C.

       D.      Spendthrift Clause. All trusts created in this instrument shall be Spendthrift
       Trusts.

       E.      Undistributed Income Added to Principal. Any income of any Trust not
       distributed within the first (e.g., 65) days following the end of the taxable year of that
       Trust shall be added to the principal of the Trust and administered as a part of such
       principal.

III.   Powers, Rights and Duties of Trustee
       A.      Definition of Trustee; Distribution of Powers. The Trustee, whether one or
       more, whether male or female, whether individual or corporate, whether original,
       successor, or substitute, is called "Trustee" in this Agreement. The Independent Trustee
       shall have the sole authority to exercise the Tax Sensitive Powers. The Investment
       Trustee shall have the powers stated in Section V, Paragraph H of this Agreement.
       Otherwise, each Trustee shall have the same duties, powers, and discretions. However,
       no Trustee shall have the power to participate in any decision relating to a distribution of
       either principal or income to provide any benefit for any beneficiary that such Trustee is
       legally obligated to support in his or her personal capacity.

       B.     General Powers. In the administration of any Trust established in this
       Agreement, the Trustee shall have the powers set forth in Exhibits B, C, D and E
       attached to and made a part of this Agreement for all purposes, which powers shall be
       exercised in a fiduciary capacity. All powers and discretions of the Trustee shall be
       exercised free of court supervision.

       C.     Limitations on Powers. No powers of the Trustee enumerated in this
Agreement (including Exhibits B, C, D and E) or now or later conferred upon trustees
generally, shall be construed to enable a Grantor to purchase, exchange, or otherwise
deal with or dispose of all or any part of the principal or income of any Trust for less than
an adequate consideration in money or money's worth, or to enable a Grantor to borrow
all or any part of the principal or income of any Trust, directly or indirectly, without
adequate interest or security. No person, other than the Trustee, shall have or exercise
the power to vote or direct the voting of any stock or other securities of any Trust, to
control the investment of any Trust either by directing investments or by vetoing
proposed investments, or to reacquire or exchange any property of any Trust by
substituting other property of an equivalent value.

D.     Liability of Trustee and Persons Dealing With Trustee. The liability of the
Trustee and persons dealing with the Trustee shall be according to Exhibit D attached
to and made a part of this Agreement for all purposes.

E.      Release of Power by Amendment of Trusts. Any Trustee shall have the power
and authority to amend the provisions of the Trusts in order to surrender, release,
renounce, or disclaim any one or more of the discretionary powers given by this
Agreement to that Trustee. Any such amendment shall be made by written instrument
acknowledged and filed in the (clerk of county where document would be recorded) of
the Grantor's County. After any power has been so surrendered, released, renounced, or
disclaimed, it shall never again be exercised by that Trustee.

F.      Records; Inspection. The Trustee shall keep accurate and complete records of
Trust transactions. Any beneficiary (or his or her representative authorized in writing)
may inspect the records at any reasonable time.

G.      Annual Report. Upon written request by the beneficiary or his or her personal
representative, the Trustee shall make an annual report in writing to any living
beneficiary over the age of (e.g., 21) years who could, in the discretion of the Trustee,
receive any income or distribution from the Trust estate during that year. Such report
shall be for a calendar or fiscal year beginning each year on a date selected by the
Trustee as appropriate for this purpose and shall be submitted to such income
beneficiary (or to the guardian, conservator, committee, or other like official of any
incapacitated beneficiary) with reasonable promptness after the end of such period.
Each report shall include a statement of all property on hand at the end of such year, all
receipts and disbursements during such year, all sales and purchases made during such
year, and of such other acts of the Trustee as may be necessary to furnish such
beneficiary with adequate information as to the condition of the Trust estate.

H.      Compensation and Bond. Each Trustee, other than the Grantor, shall be
entitled to reasonable fees commensurate with its duties and responsibilities, taking into
account the value and nature of the Trust estate and the time and work involved. The
Trustee shall be reimbursed for the reasonable costs and expenses incurred in
connection with its fiduciary duties under this Agreement. No Trustee, whether original or
      successor, shall be required to furnish a bond or other security, except as expressly
      provided in this Agreement.

IV.   Irrevocability; Change in Trustee and Trust Committee
      A.      Trusts Irrevocable. This Agreement and the Trusts created by it shall be
      irrevocable and shall not be altered, amended, revoked, or terminated, in whole or in
      part, by the Grantor.

      B.      Renouncement of Interest by Grantor. Notwithstanding any other provision in
      this Agreement, no part of the principal or income of any Trust established in this
      Agreement shall ever revert to or be used for the satisfaction of legal obligations of the
      Grantor; and no income of any Trust established in this Agreement shall be applied to
      the payment of premiums of insurance on the life of the Grantor or the Grantor's Spouse
      without the prior written approval of all the Primary Beneficiaries, or if there are no
      Primary Beneficiaries, then all of the then income beneficiaries of such Trust. The
      Grantor renounces for (himself or herself) and (his or her) estate any interest, either
      vested or contingent, including any reversionary right or possibility of reverter, in the
      principal and income of the Trusts, and any power to determine or control, by alteration,
      amendment, revocation, termination, or otherwise, the beneficial enjoyment of the
      principal or income of the Trusts.

      C.       Resignation of Trustee. Any Trustee may resign by filing a written instrument
      acknowledged of record in the (clerk of county where document would be recorded) of
      the Grantor's County, which filing shall deprive the resigning Trustee of all powers as
      Trustee under this Agreement on the effective date of the instrument or, if no effective
      date is stated, immediately; provided, nevertheless, that at least (e.g., 30) days prior to
      such filing, the resigning Trustee shall give written notice of the resignation to those
      persons who could in the discretion of the Trustee receive income from the Trust estate
      and are at such time sui juris. No purchaser from or other person dealing with any
      Trustee is obligated to examine such public records, and any such person shall be
      protected in all transactions with any Trustee whether or not any such resignation has
      taken place. If the Investment Trustee shall resign or otherwise cease or fail to serve as
      Trustee, the Independent Trustee shall serve as the sole Trustee. If the Independent
      Trustee shall resign or otherwise cease or fail to serve, the Trust Committee shall
      appoint a successor Independent Trustee in the manner set forth in the following
      Paragraph D.

      D.      Removal of Trustee and Appointment of Successor by Trust Committee.
      The Trust Committee shall have the power to remove the Independent Trustee named in
      this Agreement and any successor Independent Trustee. The Trust Committee also shall
      have the power to appoint successor Independent Trustees but shall not have the power
      to appoint more than (e.g., three) Independent Trustees to serve at one time. If a
      Trustee expressly is appointed for administration of the Trust because the Trustee or
      Trustees otherwise serving are prohibited from exercising a power or performing an act,
then the Trust Committee may limit that Trustee's powers to the power or act the
exercise or performance of which is prohibited to the other Trustee or Trustees. The
Trust Committee shall act in its sole discretion in taking any action authorized in this
paragraph and shall act by a majority vote of the members then serving. Any successor
Independent Trustee appointed by the Trust Committee shall be either (a) any individual
who is not a beneficiary of the Trust of which such individual is to be appointed Trustee
(but not an individual listed in Subparagraph E (2) of this Section), or (b) any national or
state bank, trust company, or other financial institution in the United States having trust
powers and a capital and surplus of (e.g., $10,000,000) or more. Such removal and
appointment shall be by written instrument executed and acknowledged by a majority of
the Trust Committee members then serving and by the successor Independent Trustee
and filed in the (clerk of county where document would be recorded) of Grantor's County.
A member of the Trust Committee or the successor Independent Trustee shall promptly
deliver a copy of such instrument to the Independent Trustee then serving, which shall
immediately deprive such Independent Trustee of all powers as Trustee under this
Agreement, except those powers appropriate to the administration of the Trust during
the time required for the transfer of the Trust assets. No purchaser from, or other person
dealing with, any Trustee is obligated to examine such public records, and any such
person shall be protected in all transactions with any Trustee, whether or not any such
replacement has taken place.

E.     Administration of Trust Committee.
       1.       Replacement of Members. If, through any member's ceasing or failing to
       serve, the membership of the Trust Committee shall be reduced to less than
       (e.g., three) individuals, the remaining members shall appoint by majority vote a
       sufficient number of persons to bring the total membership to (e.g., three)
       individuals. Any person may be reappointed to serve as a member of the Trust
       Committee.

       2.      Limitations Regarding Committee Members. The following individuals
       shall be ineligible to serve as a member of the Trust Committee if the
       appointment of such an individual would result in the Trust Committee's having a
       membership more than half of whom are: a Grantor or any beneficiary; the
       spouse of a Grantor or of any beneficiary; the father, mother, lineal descendant,
       brother, or sister of a Grantor or of any beneficiary; an employee of a Grantor or
       of any beneficiary; an employee of a corporation in which the stockholdings of
       the Grantor, the Trust, and the beneficiaries of the Trust are significant from the
       viewpoint of voting control; an employee of a corporation in which a Grantor or
       any beneficiary of the Trust is an executive; a partner of a partnership in which
       the interest of the Grantor, the Trust, and the beneficiaries of the Trust are
       significant from the viewpoint of operating control or distributive share of
       partnership income; or an employee of a partnership in which a Grantor or any
       beneficiary of the Trust is a partner.
              3.      Fiduciary Capacity; Bond; Compensation. In carrying out its duties, the
              Trust Committee shall act in a fiduciary capacity, but shall not be required to
              furnish bond. Each member of the Trust Committee shall be entitled to
              reimbursement for any out-of-pocket expenses incurred in the performance of
              such member's duties. No member of the Trust Committee shall be entitled to
              compensation.

              4.      Limitation on Scope of Trust Committee's Powers. Anything in this
              Agreement to the contrary notwithstanding, neither the Trust Committee nor any
              member of it, as a member of the Trust Committee, shall have any power to
              establish or alter the beneficial enjoyment of principal or income of any Trust
              created or authorized in this Agreement.

       F.      Powers and Duties of Successor Trustee. Upon the appointment and
       qualification of any successor Independent Trustee, the same duties shall devolve upon,
       and the same rights, powers, authorities, privileges, and discretions shall inure to it as to
       the Independent Trustee originally designated under this Agreement; and all rights,
       powers, authorities, privileges, and discretions shall be exercised without the supervision
       of any court.

       G.      Reorganization of Corporate Trustee. If a corporate Trustee should, before or
       after qualification, change its name; be reorganized, merged, or consolidated with, or
       acquired by any other corporation; or be converted into or assign its trust functions to a
       different type of entity, the resulting entity shall be deemed a continuation of the former
       one and shall continue to act as Trustee or continue to be eligible to become a Trustee,
       as the case may be.

V. Definitions
   A. Survive. For purposes of this Agreement, one person shall be regarded as having
   survived another only if the former survived the latter by (60) days or more.

   B. Grantor's County. Wherever used in this Agreement, the term "Grantor's County" shall
   mean ______County, (state).

   C. Code. All references in this Agreement to the "Code" shall mean the Internal Revenue
   Code of 1986, as amended, and shall be deemed to refer to corresponding provisions of any
   subsequent federal tax law.

   D. Issue and Descendants. Wherever used in this Agreement, the word "issue" or the
   word "descendants" shall mean legitimate descendants of whatever degree, including
   descendants both by blood and by adoption. A person shall be regarded as having been
   adopted by another only if the adoption is by court proceedings, the finality of which is not
   being contested by the adopting person. A child en ventra sa mere shall be regarded for
   purposes of this Agreement, as though he or she were then living, but only if he or she
   survives birth.
E. Per Stirpes. All references in this Agreement to per stirpes shall mean a distribution in
accordance with this paragraph. Except for discretionary distributions which may be made
unequally among a group of beneficiaries, whenever a distribution is to be made to the
descendants of any person, the property to be distributed shall be divided into as many
shares as there are living children of the person and deceased children of the person who
left descendants who are then living. Each living child (if any) shall take one share and the
share of each deceased child shall be divided among his or her then-living descendants in
the same manner.

   F.     Education. Whenever used in this Agreement, the term education shall include
   elementary, secondary, college, and postgraduate study or vocational training or study,
   so long as pursued to advantage by the beneficiary at an institution of the beneficiary's
   choice. In determining distributions for education, the Trustee may consider the
   beneficiary's reasonable living expenses.

   G.      Spendthrift Trust. Wherever used in this Agreement, the term Spendthrift Trust
   shall mean a trust no part of the income or principal of which shall ever be transferred or
   assigned by any beneficiary or distributee, or subjected to any judicial process against
   any beneficiary or distributee before the same has been paid. No part of the interest of
   any beneficiary or distributee shall in any event be subject to sale, hypothecation,
   assignment, or transfer. Nor shall the principal or income of any Spendthrift Trust estate
   be liable for the debt of any beneficiary or distributee. Nor shall any part of the principal
   or income be seized, attached, or in any manner taken by judicial proceedings against
   any beneficiary or distributee on account of the debts, assignments, sale, divorce, or
   encumbrance of any beneficiary or shall pay to the beneficiary or distributee the sum
   payable to him or her according to the Trust terms, notwithstanding any purported sale,
   assignment, hypothecation, transfer, attachment, or judicial process, exactly as if the
   same did not exist. Nothing contained in this paragraph shall be construed as restricting
   the exercise of any power of appointment granted in this Agreement.

   H.      Investment Trustee. Wherever used in this Agreement, the term Investment
   Trustee shall mean the person to whom the powers to make any decision or take any
   action regarding the retention, sale, exchange, lease, or any other acquisition or
   disposition of, or decision regarding, any property held in any Trust under this
   Agreement are allocated.

   I.     Independent Trustee. Wherever used in this Agreement, the term Independent
   Trustee shall mean the Trustee to whom the Tax Sensitive Powers are allocated.

   J.      Tax Sensitive Powers. Wherever used in this Agreement, the Tax Sensitive
   Powers held by the Independent Trustee shall mean the following powers, which the
   Independent Trustee shall have, alone and without joinder of the Investment Trustee,
   under the authority and discretion granted to the Trustee in the following provisions of
   this Agreement: Section II, Subparagraph A(4) (dealing with distributions during the
   lifetime of the Grantor); Section II, subparagraph A(11) (dealing with distributions to
      beneficiaries for whom trusts already exist); Section II, Paragraph C (dealing with
      payments to incapacitated persons); Section VI, Paragraph A (dealing with change of
      situs); Exhibit C (dealing with certain "Additional Powers"); and Exhibit E (dealing with
      Trustee's rights and responsibilities as regards life insurance).

      K.      Grantor's Heirs. Whenever used in this Agreement, the term Grantor's Heirs
      shall mean those persons who would inherit from the Grantor in accordance with the
      laws of intestate distribution then in effect in the State of (Name of State), as if the
      Grantor had died intestate at the termination of the Trust not survived by the Grantor's
      Spouse and descendants.

      L.     Grantor's Spouse's Heirs. Whenever used in this Agreement, the term
      Grantor's Spouse's Heirs shall mean those persons who would inherit from the Grantor's
      Spouse in accordance with the laws of intestate distribution then in effect in the State of
      (Name of State), as if the Grantor's Spouse had died intestate at the termination of the
      Trust not survived by the Grantor and descendants.

VI.   Miscellaneous
      A.       Situs of Trusts. The Trusts created in this Agreement shall be deemed (State)
      Trusts and shall, in all respects, be governed by the laws of the State of (Name of State).
      However, if the Trustee, in its sole discretion, determines that a change of situs would be
      beneficial to the purposes of any separate Trust established by this Agreement, the
      Trustee shall have the discretion and authority to change the situs of any such Trust to
      another state. Formal notice of any change of situs may be given by the Trustee by the
      filing of a written declaration in the (clerk of county where document would be recorded)
      of the Grantor's County. If the situs of any such Trust is changed to another state, then
      the Trust shall, in all respects, be governed by the laws of the state that is the new situs.
      No such change of situs shall be authorized, however, which would result in a
      termination of the Trust for federal tax purposes.

      B.       Use of Words. As used in this Agreement, wherever the context so indicates,
      the gender of all words shall include the masculine, feminine, and neuter, and the
      number of all words shall include the singular and plural. The failure to capitalize any
      word or term, or the erroneous capitalization of any word or term, shall not affect the
      definition.

      C.      Maximum Duration of Trusts. Notwithstanding any other provision of this
      Agreement, if any Trust created or authorized in this Agreement has not otherwise fully
      terminated under the terms of this Agreement, then that Trust shall terminate fully and all
      principal and undistributed income shall be distributed to the respective income
      beneficiary or beneficiaries at the end of (20) years and (11) months after the death of
      the last to die of the following persons living on the date of this Agreement: the Grantor,
      the Grantor's Spouse, and all of the Primary Beneficiaries.

      D.     Parties Bound. This Agreement shall extend to and be binding upon the
       Trustee, the Grantor, and upon their heirs, executors, administrators, successors and
       assigns, and the beneficiaries designated in this Agreement.

       E.     Invalid Provisions. If any part of this Agreement or the Trusts created by it shall
       be invalid, illegal, or inoperative for any reason, it is the Grantor's intention that the
       remaining parts, so far as possible and reasonable, shall be effective and fully operative.
       The Trustee may seek and obtain court instructions for the purpose of carrying out as
       nearly as may be possible the intention of this Agreement as shown by the terms of this
       Agreement, including any terms held invalid, illegal, or inoperative.

       F.      Photocopy Original. The original copies of this instrument may consist of
       multiple counterparts which are executed photocopies of a typed or printed master.

       Witness our signatures this the (date).
       (Name of Co-Trustee)




       B
								
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