IRREVOCABLE TRUST

prepared for

GRANTOR 1

and

GRANTOR 2
 ___NAME OF TRUST___ TRUST
Table of Contents
Article One Trust Creation........................................................................................... 1-1

Article Two The Trust Estate........................................................................................ 2-1

Article Three Appointment of Trustees...........................................................................3-1

Article Four Withdrawal Rights.....................................................................................4-1

Article Five Distributions During the Trustors’ Lifetimes............................................ 5-1

Article Six Distributions After the Trustors’ Deaths................................................... 6-1

Article Seven Division and Distribution of Trust Property...............................................7-1

Article Eight Distribution If No Designated Beneficiaries..............................................8-1

Article Nine Trustee Administration............................................................................. 9-1

Article Ten Trustee Management Powers.................................................................. 10-1

Article Eleven General Provisions....................................................................................11-1

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 ___NAME OF TRUST___ TRUST

Article One
Trust Creation

Section 1. Parties to Our Trust

Our Trust Agreement dated Trust Date, 2010 is made between GRANTOR 1, the Husband Trustor,
and GRANTOR 2, Wife Trustor, and the following Initial Trustee(s):

___Dist Trustee___, Distribution Trustee and ___Mgt. Trustee___, Management Trustee (Co-
Trustees)

Section 2. Name of Our Trust

Our Trust may be referred to as the:

___NAME OF TRUST___ TRUST, dated Trust Date, 2010

The formal designation to be used for the transfer of title to our Trust is:

___Dist Trustee___, Distribution Trustee and ___Mgt. Trustee___, Management

Trustee Co-Trustee(s), or their successors in trust, under the ___NAME OF
TRUST___ TRUST dated Trust Date, 2010 and any amendments thereto.

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Section 3. Irrevocable Trust

Our Trust is irrevocable. Except as expressly herein provided to the contrary, neither we nor any
other person shall have any right or power to alter, amend, or in any manner whatsoever modify any
of the provisions hereof, alone or in conjunction with any other persons. Our Trust is a grantor trust
with respect to the initial beneficiary and shall use the initial beneficiary’s Social Security number
and shall not be required to file any income tax returns.

Section 4. Beneficiary

The initial beneficiaries of our Trust are ___Mgt. Trustee___ and his Spouse. Upon ___Mgt.
Trustee___’s death, his children, our grand children, shall be the beneficiaries of our Trust.
Included in the definition of “our grand children”, are
____________________________________________, as well as any children subsequently born
to ___Mgt. Trustee___ or adopted by ___Mgt. Trustee___ in a legal proceeding valid in the
jurisdiction in which it occurred.

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 Article Two
The Trust Estate

Section 1. Initial Transfer of Property

We hereby assign, convey, transfer and deliver to our Trustee all property set forth on Schedule
"A", attached hereto, and made part of our Trust Agreement. Our Trustee acknowledges receipt of
all assets listed on the attached Schedule “A.”

All assets titled in the name of our Trust or in the name of our Trustee, or held in the name of a
nominee for our Trustee, but not listed on Schedule "A", shall be considered a part of our Trust
Estate as if they had been set forth on the attached Schedule “A.”

Section 2. Additional Transfers to Trust

Either of us, or any other person or entity, may transfer or devise to our Trustee additional assets,
real or personal, and may name our Trustee as the beneficiary of life insurance policies, annuities,
retirement plans or similar contracts; such assets, policies and proceeds, upon notice and acceptance
by our Trustee, shall be a part of our Trust Estate, subject to all the terms of our Trust Agreement.
Other than any transfer intended to qualify for the annual gift tax exclusion shall be subject to the
acceptance of our Trustee.

Section 3. Trust Property Schedule

The property transferred to our Trust is set forth on Schedule “A.”

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 Article Three
Appointment of Trustees

Section 1. Definition of Trustee

a. General Definition

All uses of the word Trustee in our Trust Agreement shall be deemed a reference to the
person(s) or entity(ies) then serving as Trustee, including a Distribution or Management
Trustee, and shall include alternate or successor Trustees or Co-Trustees, unless the context
requires otherwise.

b. Distribution Trustee

The initial Distribution Trustee shall be ___Dist Trustee___, who shall control, in the
Distribution Trustee’s sole, absolute, and unreviewable discretion, all distributions to any
then existing beneficiary or beneficiaries.

c. Management Trustee

___Mgt. Trustee___ is the Management Trustee, and shall have all rights to make all
decisions for our Trust other than any distributions to any person, including the initial
beneficiary, or any other decision that would result in the property of our Trust being
included in the estate of the initial beneficiary, or any subsequent beneficiary, or cause any
of our Trust’s property to be subject to the initial beneficiary’s, or any other Management
Trustee’s creditors, divorcing spouses, or any other person for any reason. Neither Trustor
may serve as Trustee.

Section 2. Resignation of a Trustee

Any Trustee, may resign at any time without court approval by giving written notice to the
other Co-Trustee, or if none, to our next successor Trustee, who shall serve as the
Distribution or Management Trustee as if replacing the resigning Trustee, or if there is no
next successor Trustee, to any beneficiary then permitted, in the sole, absolute and
unreviewable discretion of the Distribution Trustee, to receive income or principal
distributions under our Trust Agreement, to their respective Personal Representatives, or if
such beneficiaries then be minors, to the persons having the care or custody of them. Such
resignation shall be effective upon the appointment of a successor Co-Trustee.

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Section 3. Removal of a Trustee

Any Trustee may be removed under our Trust Agreement as follows:

a. Removal of Distribution Trustee

The Distribution Trustee may be removed by ___Mgt. Trustee___ at any time without cause
as long as he appoints a replacement Distribution Trustee who is not related or subordinate
to either of us or the initial beneficiaries pursuant to Code Section 672(c).

If ___Mgt. Trustee___ is unable or unwilling to remove the Distribution Trustee, a

majority vote of the beneficiaries then permitted, in the sole, absolute and
unreviewable discretion of the Distribution Trustee, to receive income or principal
distributions under our Trust Agreement or their respective Personal Representatives
at any time for cause.

b. Removal of the Management Trustee

The Management Trustee may not be removed, other than for willful misconduct,
gross negligence, or for an act intended to harm our Trust or its beneficiaries. In
such event, the Distribution Trustee may remove the Management Trustee and shall
appoint a successor Management Trustee.

c. Notice to Removed Trustee

Written notice of removal under our Trust Agreement shall be effective immediately when
signed by the person or persons authorized to make the removal and delivered to our Trustee
personally, or three business days after mailing by certified mail, return receipt requested.
The written notice removing a Trustee shall designate a successor Trustee pursuant to the
previous provisions of this Article.

d. Transfer of Trust Property

The Trustee so removed shall promptly transfer and deliver to the successor Trustee
all property of our Trust under the removed Trustee's possession and control.

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Section 4. Designation Of Successor Trustees

a. Inability of an initial Trustee to Continue Serving

If the initial Management Trustee dies, resigns, becomes incapacitated or is

otherwise unable or unwilling to serve as a Trustee, _______________________
shall serve in the capacity of the Management Trustee.

However, no single person may serve as the Distribution and Management Trustee at the
same time, and no person who is a beneficiary of our Trust may serve as the Distribution
Trustee.

Section 5. No Designated Successor Trustee

If at any time there is no Management or Distribution Trustee acting under our Trust Agreement and
there is no person or institution designated and qualified as a successor to such Trustee, a majority
of the beneficiaries then permitted to receive distributions of income or principal, in the sole
absolute, and unreviewable discretion of the Distribution Trustee, under our Trust Agreement, or
their Personal Representatives, shall appoint a successor Trustee. If any trust existing under our
Trust Agreement lacks a Trustee and no successor is appointed pursuant to this Article, the vacancy
shall be filled by a court of competent jurisdiction, which court shall have no jurisdiction over our
Trust other than as needed to appoint a successor Distribution or Management Trustee. However,
neither of us nor any entity owned or controlled by either or both of us may serve as Trustee.

Section 6. Responsibility of Successor Trustees

A successor Trustee shall have the same rights, powers, duties, discretions and immunities as if
named as Initial Management or Distribution Trustee, as appropriate, under our Trust Agreement.
No successor Trustee shall be personally liable for any act or failure to act of any predecessor
Trustee or shall have any duty to examine the records of any predecessor Trustee. A successor
Trustee may accept the account rendered and the property delivered by or on behalf of a predecessor
Trustee as a full and complete discharge of the duties of the predecessor Trustee without incurring
any responsibility or liability for doing so

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 Article Four

Distributions During the Settlors’ Lifetimes

Section 1. Distributions Prior to the Death of the Last of Us

Prior to the death of the last of us, Our Distribution Trustee, may distribute as much of the net
income and principal as the Distribution Trustee, in its sole, absolute, and unfettered discretion,
determines, to any beneficiary named in Article I, section 4. The Distribution Trustee, in its sole,
absolute, and unfettered discretion, at any time or times, may exclude any of the beneficiaries or
may make unequal distributions among them. Also, our Distribution Trustee, in its sole discretion
may distribute all of the income and principal of this Trust to one of the beneficiaries and exclude
all other beneficiaries from any of the Trust Property. The power to make a distribution in my
Trustee's sole, absolute, and unfettered discretion includes the power to withhold making a
distribution to any beneficiary in our Distribution Trustee's sole, absolute, and unfettered discretion.

In keeping with the wholly discretionary nature of this trust and all separate trusts created
hereunder, no beneficiary, except as regards to any irrevocable vesting in the beneficiary's favor,
shall have any ascertainable, proportionate, actuarial or otherwise fixed or definable right to or
interest in all or any portion of any trust or its property. It is our intent that the trustee have all of the
discretion of a natural person, and that a distribution beneficiary holds nothing more than a mere
expectancy. It is also our intention that the above language be interpreted as to provide our
Distribution Trustee with the greatest discretion allowed under law. Any income which is not
distributed shall be added to and become part of principal.

Section 2. Administration and Distribution of Trust Estate After

the Death of the Last of Us
Upon death of the last of us, our Trustees shall administer and distribute our Trust Estate according
to the provisions of the Articles that follow.

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 Article Five
Division and Distribution of Trust Property
Section 1. Division of Trust Property Into Shares

Our Distribution Trustee, hereinafter for purposes of this Article referred to as our Trustee, shall
hold and administer our Trust Estate, not previously distributed as follows:

The Trust Estate shall be shall be held, administered and distributed for the benefit
of the initial beneficiary as follows:

a. Distributions of Net Income and Principal

Our Trustee may distribute as much of the net income and principal
as Our Trustee, in its sole, absolute, and unfettered discretion,
determines to any beneficiary listed above. Our Trustee, in its sole,
absolute, and unfettered discretion, at any time or times, may exclude
any of the beneficiaries or may make unequal distributions among
them. Also, Our Trustee, in its sole discretion may distribute all of
the income and principal of this Trust to one of the beneficiaries and
exclude all other beneficiaries from any of the Trust Property. The
power to make a distribution in the Trustee's sole, absolute, and
unfettered discretion includes the power to withhold making a
distribution to any beneficiary in the Trustee's sole, absolute, and
unfettered discretion.

In keeping with the wholly discretionary nature of this trust and all
separate trusts created hereunder, no beneficiary, except as regards to
any irrevocable vesting in the beneficiary's favor, shall have any
ascertainable, proportionate, actuarial or otherwise fixed or definable
right to or interest in all or any portion of any trust or its property. It
is our intent that the trustee have all of the discretion of a natural
person, and that a distribution beneficiary holds nothing more than a
mere expectancy. It is also our intention that the above language be
interpreted as to provide our Trustee with the greatest discretion
allowed under law. Any undistributed net income shall be
accumulated and added to the principal of the trust.

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b. Limited Power of Appointment

All beneficiaries benefiting under this Article shall have the

limited power to appoint the income and principal of such
beneficiary’s share of the Trust Estate to their descendants in such
manner, in trust or otherwise, as the exercising beneficiary
determines in a writing of any type signed by the exercising
beneficiary and given to our Management Trustee. If no such
writing is delivered to the Management Trustee prior to the death
of the beneficiary, the property of the beneficiary’s share of the
Trust Estate shall pass according to the provisions of paragraph 3
of this Article.

c. Distribution on Death of Beneficiary

If ___Mgt. Trustee___ should die prior to the death of the last of us,
or before the property of the Trust Estate being held for the initial
beneficiary is completely distributed, the initial beneficiary’s trust
property shall be held for the living children of such beneficiary, and
the deceased children of that beneficiary, per stirpes, to be
administered pursuant to the same terms as would have applied to the
initial beneficiary had the initial beneficiary not predeceased the last
of us to die, or predeceased the complete distribution of the initial
beneficiary’s available trust property.

If such beneficiary has no then living descendants, our Trustee shall

hold such beneficiary's trust share for such beneficiary's siblings, per
stirpes according to the terms of paragraph b. of this Section One. If
such beneficiary has no then living siblings, our Trustee shall
distribute such beneficiary's trust share to our then living
descendants, per stirpes.

If we have no then living descendants, our Trustee shall distribute the

balance of the trust share as provided in the Articles that follow.

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Section 2. Distributions to Underage or Incapacitated Beneficiaries

An incapacitated beneficiary shall have such beneficiary’s share of our Trust Estate held and
administered according to the provisions of Section Three of this Article. Notwithstanding any
provision to the contrary in our Trust Agreement other, than Section 3 of this Article regarding
incapacitated beneficiaries, if any beneficiary to whom our Trustee determines to make a
distribution of trust property is under the age of majority, our Trustee shall make any such
distribution as follows

a. Our Trustee’s Discretion

Our Trustee may pay to, or apply for, the benefit of such beneficiary so much of the net
income and principal of such beneficiary’s trust share as our Trustee, in our Trustee’s
discretion, deems proper considering all other resources then known to be available to such
beneficiary.

b. Payments Made to Beneficiary or Personal Representative

Our Trustee may pay to, or apply for, the benefit of such beneficiary so much of the net
income and principal of such beneficiary’s trust share as our Trustee, in our Trustee’s sole,
absolute, and unreviewable discretion, decides to distribute, to the beneficiary or the
beneficiary’s personal representative.

c. Trustee’s Decisions are Final

All decisions by our Trustee as to whom our Trustee makes payments, the purposes for
which payments are made and the amounts to be paid out of any trust share are within our
Trustee’s sole, absolute, and unreviewable discretion.

d. Undistributed Net Income

All undistributed net income shall be accumulated and added to the principal of the trust
share.

e. Death of Underage Beneficiary

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 If any beneficiary whose trust share is being held in trust under this Section 2 dies before the
complete distribution of such beneficiary’s trust share, such beneficiary’s trust share shall be
held by our Trustee for such beneficiary’s then living descendants, per stirpes. If such
beneficiary has no then living descendants, our Trustee shall hold the balance of such
beneficiary’s trust share, subject to the provisions of paragraph b. of Section One, or, if
none, held for our then living descendants, per stirpes, according to the provisions of
paragraph b. If we have no then living descendants, our Trustee shall distribute such
beneficiary’s trust share as provided in the Articles that follow.

Section 3. Special Needs Trust for Incapacitated Beneficiaries

Our Distribution Trustee, hereinafter referred to as our Trustee shall distribute or retain trust
property as follows for the benefit of any beneficiary who is subject to the provisions of this
Section:
(a) Distributions for Special Needs
Our Trustee, in its sole, absolute, and unreviewable discretion, may distribute
discretionary amounts of net income and principal for the special needs of the
beneficiary not otherwise provided by governmental financial assistance and
benefits, or by the providers of services.
“Special needs” refers to the requisites for maintaining the good health, safety,
and welfare of the beneficiary when, in the discretion of our Trustee, such
requisites are not being provided by any public agency, office, or department of
any state or of the United States.
“Special needs” shall also include, but not be limited to, medical and dental
expenses, annual independent checkups, clothing and equipment, programs of
training, education, treatment and rehabilitation, private residential care,
transportation (including vehicle purchases), maintenance, insurance, and
essential dietary needs. “Special needs” may include additional food; clothing;
electronic equipment such as radio, recording and playback, television and
computer equipment; camping; vacations; athletic contests; movies; trips; and
purchases by our Trustee of appropriate gifts for relatives and friends.
Our Trustee shall have no obligation to expend trust assets for such needs, but if
our Trustee, in its sole, absolute and unreviewable discretion, decides to expend
trust assets, under no circumstances should any amounts be paid to, or reimbursed
to, the federal government, any state, or any governmental agency for any
purpose, including for the care, support, and maintenance of the beneficiary.
(b) Objective to Promote Independence of the Beneficiary
While actions are in our Trustee’s sole, absolute and unreviewable discretion, all
parties to our Trust Agreement should be mindful that it is our wish that the
beneficiary live as independently, productively, and happily as possible.

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(c) Trust Assets not to be Considered Available Resource to the
Beneficiary
The intent of the provisions of this Section 2 are to supplement any benefits
received, or for which the beneficiary may be eligible, through or from various
governmental assistance programs and not to supplant any such benefits. All
actions of our Trustee shall be directed toward carrying out this intent and the
discretion granted our Trustee under this agreement to carry out this intent is
absolute.
For purposes of determining the beneficiary’s eligibility for any such benefits, no
part of the principal or undistributed income of the trust share shall be considered
available to the beneficiary for public benefit purposes. The beneficiary shall not
be considered to have access to principal or income of our Trust, and he or she
has no ownership, right, authority, or power to convert any asset into cash for his
or her own use.
My Trustee shall hold, administer, and distribute all property allocated to this trust
share for the exclusive benefit of the beneficiary during his or her lifetime. All
distributions from this trust share are in the sole, absolute, and unreviewable
discretion of our Trustee, and the beneficiary is legally restricted from demanding
trust share assets for his or her support and maintenance.
In the event our Trustee is requested to release principal or income of the trust
share to or on behalf of the beneficiary to pay for equipment, medication, or
services that any government agency is authorized to provide, or in the event our
Trustee is requested to petition a court or any other administrative agency for the
release of trust share principal or income for this purpose, our Trustee is
authorized to deny such request and is authorized in its discretion to take
whatever administrative or judicial steps may be necessary to continue the
beneficiary’s eligibility for benefits, including obtaining legal advice about the
beneficiary’s specific entitlement to public benefits and obtaining instructions
from a court of competent jurisdiction ruling that neither the trust share corpus
nor the trust share income is available to the beneficiary for eligibility purposes.
Any expenses of our Trustee in this regard, including reasonable attorneys’ fees,
shall be a proper charge to the trust share.
(d) Distribution Guidelines
Our Trustee shall be responsible for determining what discretionary distributions
shall be made from this trust share, and may use a Care Manager in accordance
with the provisions of this Section. Our Trustee may distribute discretionary
amounts of income and principal to or for the benefit of the beneficiary for those
special needs not otherwise provided by governmental financial assistance and
benefits, or by the providers of services. Any undistributed income shall be added
to principal. In making distributions, our Trustee:

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 Shall consider any other known income or resources of the
beneficiary that are reasonably available;
Shall take into consideration all entitlement benefits from any
government agency, such as Social Security disability payments,
Medicare, Medicaid (or any state Medicaid program equivalent),
Supplemental Security Income (SSI), In-Home Support Service
(IHSS) and any other special purpose benefits for which the
beneficiary is eligible;
Shall take into consideration resource and income limitations of
any such assistance program;
Shall make expenditures so that the beneficiary’s standard of living
will be comfortable and enjoyable;
Shall not be obligated to or compelled to make specific payments;
Shall not pay or reimburse any amounts to any governmental
agency or department, unless proper demand is made by such
governmental agency and reimbursement is required by the state;
and
Shall not be liable for any loss of benefits.
(e) Use of Care Manager
Our Trustee shall have the option of utilizing the services of a Care Manager to
assist in advising on how best to provide for the beneficiary’s needs. The primary
objective of the Care Manager shall be to assist our Trustee to carry out the
intentions of our Trust Agreement to ensure that the beneficiary maintains a safe
living situation, receives counseling services when appropriate and lives as
independently as possible.
(f) No Seeking of Order to Distribute
For purposes of determining the beneficiary’s state Medicaid program equivalent
eligibility, no part of the principal or undistributed income of the trust share shall
be considered available to the beneficiary. Our Trustee shall deny any request by
the beneficiary to (1) release principal or income of the trust share to or on behalf
of the beneficiary to pay for equipment, medication, or services that the state
Medicaid program equivalent would provide if the trust did not exist; or (2)
petition a court or any other administrative agency for the release of trust share
principal or income for this purpose. Our Trustee may, in its sole, absolute and
unreviewable discretion, take necessary administrative or legal steps to protect the
beneficiary’s state Medicaid program equivalent eligibility, including obtaining a
ruling from a court of competent jurisdiction that the trust share principal is not
available to the beneficiary for purposes of determining state Medicaid program

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 equivalent eligibility. Expenses for this purpose, including reasonable attorneys’
fees, will be a proper charge to the trust share.
(g) Indemnification of Trustee When Acting in Good Faith
Our Trustee shall be indemnified from the trust share property for any loss or
reduction of public benefits sustained by the beneficiary as a result of our Trustee
exercising, in good faith, the authority granted to our Trustee under this Section.
(h) Distribution Upon the Death of the Beneficiary
Upon the death of the beneficiary, our Trustee shall distribute or retain the
remaining property according to the other provisions of our Trust Agreement as
though the provisions of this Section 2 had not been effective. If the other
provisions of our Trust Agreement provide for the beneficiary’s share to be held
in trust, then those provisions shall be interpreted as though the beneficiary died
after the establishment of such trust share.
If the other provisions of our Trust Agreement do not provide for the distribution
or retention of the remaining property, then the beneficiary shall have the
testamentary limited power to appoint all or any portion of the principal and
undistributed income remaining in the beneficiary’s trust share at his or her death
among one or more persons or entities. However, the beneficiary may not
exercise this limited power of appointment to appoint to his or her estate, his or
her creditors or the creditors of his or her estate.
I intend that this be a limited power of appointment and not a general power of
appointment as defined in Section 2041 of the Internal Revenue Code.
Insofar as any part of the beneficiary’s trust shall not be effectively appointed, our
Trustee shall distribute the remaining unappointed balance per stirpes to the
descendants of the beneficiary. If the beneficiary has no living descendants, our
Trustee shall distribute the balance of the trust property per stirpes to our
descendants.
If we have no living descendants, our Trustee shall distribute the balance of the
trust property as provided in Article Seven.

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 Article Seven
Distribution if No Designated Beneficiaries

Section 1. Remainder by Intestate Succession

If at any time before the full distribution of our Trust Estate, all of the beneficiaries designated by
our Trust Agreement are deceased and no other disposition of our Trust Estate has been directed by
the prior Articles of our Trust Agreement, all of the remaining portion of our Trust Estate shall then
be distributed, pro rata, to those persons who would be our respective heirs at law had we died
interstate owning the Trust Estate in equal shares.

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 Article Eight
Trustee Administration

Section 1. Required Vote for Co-Trustees

a. Vote for Our Trustees

The Distribution and Management Trustees shall exercise their respective powers under our
Trust Agreement separately and without the approval of any other Trustee unless there are
two Distribution and/or Management Trustees serving over a beneficiary’s share of our
Trust Estate, in which case they must unanimously agree.

b. Majority Vote for More Than Two Trustees

The Distribution and Management Trustees shall exercise their respective powers under our
trust agreement separately and without the approval of any other Trustee unless there are
more than two Distribution and/or Management Trustees serving over a beneficiary’s share
of our Trust Estate, in which case they must by majority agree.

c. Court Order Resolves Disputes

If the Trustees are not able to reach an agreement on any decision as set forth in this Section
One, they shall petition a court of competent jurisdiction for instructions and shall take no
action on the disputed matter until a court order deciding the issue has been rendered. The
court shall acquire no jurisdiction over our Trust other than to make such decision.

Section 2. Power to Delegate

Notwithstanding any other provision of our Trust Agreement, any one or more of the Co-
Management Trustees serving under our Trust Agreement may from time to time delegate to
another Co-Management Trustee or Co-Management Trustees routine acts of trust administration.

Section 3. No Bond Required

No Trustee specifically named under our Trust Agreement shall be required to post any bond for the
faithful performance of such Trustee’s responsibilities.

Section 4. Trustee Compensation

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Our Trustees shall be entitled to reasonable compensation for services rendered. Such
compensation is payable without the need of a court order. In calculating the amount of
compensation, customary charges for similar services in the same geographic area for the same time
period shall be used as guidelines.

Our Trustees shall also be entitled to reimbursement for reasonable costs and expenses incurred
during the exercise of our Trustees’ duties under our Trust Agreement.

Any corporate fiduciary shall be entitled to receive compensation for its services in accordance with
its published fee schedule in effect from time to time.

Section 5. Change in Corporate Trustee

Any corporate successor to the trust business of any corporate trustee named under our Trust
Agreement or acting hereunder shall succeed to the capacity of its predecessor without
reconveyance or transfer of trust property.

Section 6. Written Notice to Trustee

Until our Trustees receive written notice of any death or other event which triggers the right to
payments from any trust or trust shares created under our Trust Agreement, our Trustees shall incur
no liability for distributions made in good faith to persons whose interests may have been affected
by such event.

Section 7. Duty to Account

Our Management Trustee shall render accounts, upon request, to the income beneficiaries under our
Trust Agreement at least annually, if requested, at the termination of a trust created hereunder and
upon a change in a Trustee in the manner required by law.

Section 8. No Court Supervision

No trust or trust share created under our Trust Agreement shall require the active supervision of any
state or federal court.

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 Article Nine
Trustee Management Powers

Section 1. Management Trustee's Powers

In addition to any power hereinafter specifically granted to our Management Trustee, or under local
law, hereinafter referred to as our Trustee for purposes of this Article, it is our intention that our
Trustee have the power respecting our Trust Estate that an absolute owner of such property would
have, subject to the terms and conditions of our Turst. In accordance with such intention, any
power our Trustee needs to administer our Trust Estate which is not hereinafter listed, shall be
considered as provided for in this paragraph.

a. Retention of Property

Our Trustee shall have the power to retain any property received into our Trust at its
inception, or later added to our Trust, without regard to whether our Trust
investments are diversified, as long as our Trustee considers that retention is in the
best interests of our Trust, or is in furtherance of our goals in creating our Trust.
Any such property may be held in a safe deposit box or any other location our
Trustee deems appropriate.

Our Trustee shall have the power to invest and reinvest in any property that may be
considered by applicable state law to be under productive or unproductive in nature,
and specifically to be exempt from any minimum income requirements called for
under local law.
-

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b. Additions

Our Trustee shall have the power to receive additions to the assets of the various
trusts created under our Trust Agreement from any source.

c. Business Participation

Our Trustee shall have the power to form, terminate, to continue or to participate in the
operation of any business enterprise including a corporation, a sole proprietorship, a general
or limited partnership, as a general or limited partner, or a limited liability company, as a
managing or non managing member, and to effect any form of incorporation, dissolution,
liquidation, reorganization, including, but not limited to, recapitalization and reallocation of
classes of shares or other changes in the form of the business enterprise, or to lend money or
make a capital contribution to any such business enterprise.

Our Trustee shall have the power to form, terminate, to continue or to participate in
the operation of any business enterprise including a corporation, a sole
proprietorship, a general or limited partnership or a limited liability company and to
effect any form of incorporation, dissolution, liquidation, reorganization, including,
but not limited to, recapitalization and reallocation of classes of shares or other
changes in the form of the business enterprise, or to lend money or make a capital
contribution to any such business enterprise.

d. Make Investments

Our Trustee shall also have the power to invest and reinvest the assets of our Trust
as our Trustee may determine to be in the best interests of our Trust without
limitation by any law applicable to investments by fiduciaries. The permitted
investments and reinvestment may include securities such as common or preferred
stock, mortgages, notes, subordinated debentures and warrants of any corporation,
any common trust fund administered by a corporate fiduciary, other property real or
personal, including savings or checking accounts and deposits, interests in mutual or
money market funds, or investments trusts, annuities and insurance whether or not
such investments are unsecured or of a wasting nature. In our Trustee’s discretion,
our Trustee may make loans to either of our estates or purchase assets from either of
our estates.

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e. Life Insurance

Our Trustee shall have the power to obtain, by purchase or by gift or by conversion,
reissue, consolidation or by any other means, and hold as an asset of our Trust,
policies of insurance on our lives or the life of any other person. Our Trustee is
authorized and empowered to exercise, either before or after our deaths, all of the
rights, options, elections or privileges exercisable in connection with such policies.
These rights and options shall include, but not be limited to, incapacity benefits, the
right to borrow money with which to pay premiums (or other charges) on any policy
owned by our Trust (including any automatic premium loan feature) or for any other
trust purpose, the right to pay premiums on life insurance policies, other than using
income to do so, on any person including either or both Trustors, the right to elect
among settlement options offered by the insurance company which issued such
policy, the right to convert such policy to paid-up insurance, extended term
insurance or to any different form of insurance, and the right to arrange for the
automatic application of dividends in reduction of premium payments (or other
charges), with regard to any policy of insurance held in our Trust Estate. Regarding
any such policies:

1. We represent that any policies of life insurance purchased by

our Trustee, currently transferred into our Trust or which will
be transferred to our Trust hereinafter have been selected (or
will be selected) solely by us or any other transferor based on
our or their study and evaluation of: (a) of the sufficiency of
the policy to meet the goals of our Trust and (b) of the
current and projected financial strength and viability of the
company issuing the policy.

2. Our Trustee has made no representations to us or them

concerning these policies and none of our study and
evaluation of the policy or policies has been based on any
representation by our Trustee. Furthermore, our Trustee is
under no obligation to examine such policies upon receipt or
to make subsequent or periodic evaluations of same. The
obligations to examine and evaluate shall remain exclusively
with us or any other transferor.

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 3. In the event that any beneficiary hereunder shall at any time:
(1) question the sufficiency of any life insurance policy, (2)
determine that available policy elections should be made, or
(3) question the continued financial strength or viability of
the carrier, it shall be their absolute obligation to inform our
Trustee of those facts in writing. Our Trustee shall be
indemnified and held harmless for any actions taken
pertaining to policies held by our Trust except for the
payment of policy premiums from available assets.

Nothing herein shall constitute a power in either of us to exercise any incidents of ownership
over any policy of insurance on our life or lives which would cause such policy to be
included in either of our estates pursuant to Code Section 2042.

f. Premium Payment Trust Provisions

Our Trustee may not use trust income for the payment of premiums on policies of insurance
on the life of a Trustor held by our Trust.

g. Dealing with Property

Our Trustee shall have the power to acquire, grant or dispose of property including
puts, calls and options (including options on stock owned by the estate), for cash or
on credit, including maintaining margin accounts with brokers, at public or private
sale upon such terms and conditions as our Trustee may deem advisable and to
manage, develop, improve, exchange, partition, change the character of, abandon
property or any interest therein or otherwise deal with property.

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h. Environmental Compliance

Our Trustee shall have the power to use and expend our Trust income and principal
to conduct environmental assessments, audits, and site monitoring to determine
compliance with any environmental law or regulation thereunder; to take all
appropriate remedial action to contain, clean up or remove any environmental
hazard, including a spill, release, discharge or contamination, either on our Trustee’s
own accord or in response to an actual or threatened violation of any environmental
law or regulation thereunder; to institute legal proceedings concerning
environmental hazards or contest or settle any such legal proceedings brought by
any local, state, or federal agency concerned with environmental compliance, or by a
private litigant; to comply with any local, state or federal agency order or court order
direction an assessment, abatement or cleanup of any environmental hazards; to
employ agents, consultants and legal counsel to assist in our perform the above
undertakings or actions; and, in general, to take all appropriate actions to prevent,
identify, or respond to any actual or threatened violations of any environmental law
or regulation thereunder.

No Trustee under our Trust Agreement shall be liable for any loss or depreciation in
value sustained by our Trust as a result of our Trustee retaining any property upon
which there is later discovered to be hazardous materials or substances requiring
remedial action pursuant to any federal, state or local environmental law, unless our
Trustee contributed to the loss or depreciation in value through willful default,
willful misconduct, or gross negligence. Moreover, our Trustee shall not be
obligated to accept any property on behalf of our Trust without our Trustee first
having the opportunity to determine in our Trustee’s discretion, that such property is
not contaminated by any hazardous or toxic materials or substances, and that such
property is not being used and has never been used for any activities directly or
indirectly involving the generation, use, treatment, storage, disposal, release, or
discharge of any hazardous or toxic materials or substances. Finally, our Trustee
shall have the power to disclaim any power which, in our Trustee’s discretion, will
or may cause our Trustee to be considered an “owner” or “operator” of property held
in our Trust Estate under the provisions of the Comprehensive Environmental
Response, Compensation and Liability Act (CERCLA), as amended from time to
time. This power to disclaim as contained herein shall apply to any such power,
whether actually set forth under our Trust Agreement, incorporated by reference
herein, or granted or implied by any statute or rule of law.

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i. Borrowing Authority

Our Trustee shall have the power to borrow funds from any person including our
Trustee (or any entity with which our Trustee is affiliated) guarantee indebtedness or
indemnify others in the name of our Trust and to secure any such obligation by
mortgage, pledge, security interest or other encumbrance and to renew, extend or
modify any such obligation for a term within or extending beyond the administration
of the term of our Trust. No lender shall be bound to see to or be liable for the
application of the proceeds of any obligation and our Trustee shall not be personally
liable for any obligation.

j. Leasing Authority

Our Trustee shall have the power with respect to real or personal property, to make,
renew or amend for any purpose a lease as lessor or lessee for a term within or
beyond the term of our Trust with or without option to purchase.

k. Natural Resources

Our Trustee shall have the power to enter into any arrangement or agreement,
including a lease, pooling or unitization agreement for exploration, development,
operation, conservation and removal of minerals or other natural resources.

l. Voting Rights

Our Trustee shall have the power to vote a security in person or by general or limited
proxy, to participate in or consent to any voting trust, reorganization, dissolution,
liquidation or other action affecting any securities and to deposit securities with and
transfer title to a protective or other committee.

m. Title to Assets

Our Trustee shall have the power to hold securities and other property in negotiable
form or in the name of a nominee (including “street name” of a broker) or by deposit
to a clearing corporation with or without disclosure of the Trustee relationship, but
our Trustee shall be responsible for the acts of any nominee in the scope of the
nominee’s authorized actions with respect to such property or clearing corporation in
connection with the property.

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n. Insurance

Our Trustee shall have the power to insure the assets of our Trust against any risk
and our Trustee against liability with respect to third persons.

o. Settlement of Disputes

Our Trustee shall have the power to pay or contest any debt or claim and to
compromise, release and adjust any debt or claim and to submit any matter to
arbitration.

p. Payment of Expenses

Our Trustee shall have the power to pay any taxes, assessments, reasonable
compensation of our Trustee and other expenses incurred in the collection,
management, care, protection and conservation of our Trust Estate.

q. Principal and Income

Our Trustee shall have the power to allocate items of income or expenditure to either
income or principal and to create reserves out of the income as our Trustee in our
Trustee’s discretion deems appropriate and our Trustee’s decision made in good
faith, and in accordance with state law, with respect thereto shall be binding and
conclusive on all persons.

r. Distribution of Trust Property

Our Distribution Trustee shall have the power to make any distribution or payment
in kind or in cash or partly in kind and partly in cash and to cause any share to be
composed of cash, property or undivided interests in property different in kind from
any other share, either pro rata or non pro rata, without regard to differences in the
tax basis of such property and without the requirement of making any adjustment of
the shares by reason of any action taken pursuant hereto.

Any division, allocation, apportionment or valuation of the property made to

distribute the assets to or among any of the trusts, shares or beneficiaries of our Trust
shall be made by our Distribution Trustee and the good faith determination of our
Distribution Trustee shall be binding and conclusive on all parties.

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s. Litigation

Our Trustee shall have the power to prosecute or defend actions, suits, claims or
proceedings for the protection or benefit of our Trust and our Trustee in the
performance of our Trustee’s duties.

t. Employment of Agents

Our Trustee shall have the power to employ agents, including attorneys,
accountants, investments advisors, custodians, appraisers or others, including any
firm of which our Trustee is a member, to advise or assist our Trustee and to
delegate to them fiduciary powers and to indemnify them against liability for
positions taken in good faith and with reasonable basis.

u. Corporate Fiduciary

If any stock of a corporate trustee or of any affiliate or successor of a corporate

trustee shall be included in the assets of our Trust, our Trustee shall have full
authority in our Trustee’s discretion and notwithstanding any regulation or rule of
law to the contrary to retain the stock any any increases resulting from stock
dividends and stock splits and from the exercise of purchase rights and the purchase
of fractional shares needed to round out fractional share holdings that may arise
concerning the stock. Our Trustee shall vote the stock either directly or by proxy,
except to the extent our Trustee is prohibited by law from voting the stock, in
accordance with the written instructions of a majority of the then living beneficiaries
then entitled to current distributions of income of their Personal Representatives. In
the event there are no eligible beneficiaries to give instructions, our Trustee is
authorized to vote the stock in the best interests of the beneficiaries, in view of the
purposes for which our Trust was created.

v. Investment Transactions

With regard to record keeping for investment transactions, our Trustee need not
provide copies of confirmations or similar notifications each time a trade or
investment transaction occurs, but investment transactions shall be set forth in our
Trustee's periodic accounting.

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w. Repairs and Improvements

Our Trustee shall have the power to make ordinary or extraordinary repairs or
alterations in buildings or other structures, to demolish any improvements, to raze
existing or erect new party walls or buildings.

x. Business Personnel

Our Trustee shall have the power to elect or employ directors, officers, employees,
partners or agents of any business and to compensate such persons, whether or not
any such person is a Trustee, director, officer, partner or agent of a Trustee or a
beneficiary of our Trust.

y. Farm or Ranch Property

With respect to farm or ranch property, our Trustee shall have all necessary powers
to participate in and operate any farming (including tree farming) or ranch operation
personally or with hired labor, tenants or sharecroppers to lease any farm for cash or
a share of crops under a lease which permits or precludes the material participation
of our Trustee to fertilize and improve the soil, to employ conservation practices and
to participate in government programs and to perform any other acts deemed by our
Trustee necessary or desirable to operate the property. In making a decision whether
to materially participate in farming or ranch operations, our Trustee shall consider
whether an election should be made or has been made under IRC . 2032A to qualify
for special farm-use valuation.

z. Ancillary Trustees

If, for any reason, our Trustee deems it advantageous to act through an ancillary
Trustee, our Trustee may designate an ancillary Personal Representative or Trustee
qualified to serve in the jurisdiction where such ancillary Trustee is to act and may
delegate to such ancillary Trustee such of the powers granted under our Trust
Agreement as our Trustee deems advisable without being chargeable with loss, if
any, arising out of such designation or delegation. Our Trustee may specify whether
any corporate Trustee or any person or persons acting in an ancillary capacity
hereunder shall serve with or without bond. Except as may be otherwise specifically
provided, no ancillary Trustee need comply with the provisions of any Uniform
Trustee's Accounting Act, the Uniform Trust Act or similar acts in force in any state
where the fiduciary may be acting.

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aa. Retention of Closely Held Interest

Our Trustee shall have the power to retain any real estate interests, closely held
securities or affiliated companies or business interests, and to sell or dispose of such
interests only after careful consideration and after determining that sale or
disposition is in the existing circumstances in the best interests of our Trust or our
Trust’s beneficiaries.

bb. S Corporation Stock

If at any time, our Trust holds any stock in an S corporation, and our Trustee deems
it appropriate for such corporation to make or maintain a Subchapter S election, our
Trustee may take all of the necessary actions to segregate the S corporation stock
from the other assets of our Trust, and in our Trustee's discretion, and otherwise
consistent with the terms of our Trust to the greatest extent possible, may form new
trusts and may amend the terms of our Trust Agreement as would be necessary to
establish Qualified Subchapter S Trusts to hold the said S corporation stock and
assets in compliance with Code Sections 1361(b) or 1361(d)(3).

cc. Power to Divide or Combine Trusts

Our Trustee shall have the power to divide a single trust into separate shares, each to
be administered in accordance with the terms and conditions of the single trust from
which they were created when our Trustee in our Trustee's discretion determines that
division is desirable or advisable in view of tax considerations, including
considerations related to the income tax, the gift tax, the inheritance tax or the
generation-skipping transfer tax or other objectives of the trusts and their
beneficiaries.

Our Trustee shall not be required to make a physical segregation or division of the
various trust shares created under our Trust Agreement, except as segregation or
division may be required by reason of the termination and distribution of any of the
trust shares, but our Trustee shall keep separate accounts and records for different
undivided interests.

Our Trustee in our Trustee’s discretion shall have the further power to combine two
or more trusts or trust shares having substantially the same terms into a single trust
for purposes of administration when tax or other factors indicate that such
combination would be desirable or advisable.

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In deciding whether to combine trusts or trust shares, our Trustee shall consider the
generation-skipping "inclusion ratio" of the trusts or trust shares to be combined.
Trusts or trust shares having the same inclusion ratios may be combined. Trusts or
trust shares having different inclusion ratios should generally not be combined
unless their inclusion ratios are maintained unchanged through substantially separate
and independent shares of different beneficiaries within the meaning of I.R.C.
Section 2654(b), and the applicable regulations thereunder.

If our Trustee considers that any distribution from a trust or trust share hereunder,
other than pursuant to a power to withdraw or appoint, is a taxable distribution
subject to the federal generation-skipping transfer tax payable by the distributee, our
Trustee may increase the distribution by an amount which our Trustee would
estimate to be sufficient to pay that tax, and shall charge the same against the trust or
trust share to which the tax relates.

If our Trustee considers that any termination of an interest in our Trust or a trust
share hereunder is a taxable termination subject to the federal generation-skipping
transfer tax, our Trustee may pay that tax from the portion of the property to which
the tax relates, without any adjustment of the relative interests of the beneficiaries.

dd. Termination of Small Trust

If at any time after the death of the last of us, the costs of administration of our Trust
(or any share thereof) are of such an amount in relation to the then principal and
undistributed income of our Trust (or any share thereof) that our Trustee, in our
Distribution Trustee's discretion, determines that our purposes in establishing our
Trust would no longer be served, and if our Distribution Trustee deems it advisable
to distribute the then principal and undistributed income of our Trust (or any share
thereof) to the then living beneficiary or beneficiaries, our Distribution Trustee may
do so without responsibility on the part of our Trustee; provided, however, that such
Trustee has no beneficial interest in our Trust Estate and that such distribution does
not interfere with any beneficiary’s withdrawal right granted under Article 4. Such a
distribution on behalf of a beneficiary under a disability, in the Trustee's discretion,
may be made to the Personal Representative of the person of such beneficiary, or to
the parent of such beneficiary, if such beneficiary is a minor, or may be applied by
our Trustee for such beneficiary's benefit. Notwithstanding the preceding, if our
Trustee is also a beneficiary, such Trustee may not exercise this power, but may
appoint an independent trustee, not related or subordinate to any beneficiary of our
Trust to make this decision.

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 Article Ten
General Provisions

Section 1. Spendthrift Protection

Neither the principal nor the income of any trust created or contained under our Trust Agreement
shall be liable for the debts of a beneficiary nor shall the same be subject to seizure by any creditor
of any beneficiary under any lien or proceeding at law or equity. Except to the extent otherwise
expressly provided in our Trust Agreement, no beneficiary shall have the authority or power to sell,
assign, transfer, encumber or in any manner to dispose of a beneficial interest whether income or
principal. The limitations herein shall not restrict the exercise of any power of appointment or the
right to disclaim by any beneficiary.

In addition, if our Distribution Trustee, hereinafter referred to as our Trustee for purposes of this
Section, at a time that a distribution to any beneficiary is to be made under the provisions of our
Trust Agreement, which circumstance is not intended by either of us, in such Trustee’s sole
discretion, determines that reliance on government benefits, illness, substance dependency,
bankruptcy, litigation or any factor tending to diminish the ability of a beneficiary to fully benefit
from a distribution or to handle financial affairs exists, our Distribution Trustee may withhold any
such permitted distribution and may extend the term of our Trust as to any portion of our Trust
Estate otherwise allotted for any so affected beneficiary. Thereafter our Distribution Trustee may
continue to distribute income or principal to such beneficiary as our Trustee may determine in our
Distribution Trustee’s sole, absolute, and unreviewable discretion.

Section 2. The Rule Against Perpetuities

Unless sooner terminated or vested in accordance with other provisions of our Trust Agreement, all
interests not otherwise vested including but not limited to all trusts and powers of appointment
created hereunder shall terminate one month prior to the expiration of twenty-one (21) years after
the death of the last survivor of the group composed of the last Trustor to die and our lineal
descendants alive on the date of execution of our Trust Agreement. At that time, distribution of all
principal and all accrued, accumulated and undistributed income shall be made to the persons then
entitled to distributions of income or principal and in the manner and proportions herein stated
irrespective of their then attained ages.

Section 3. Income and Principal Payments

All payments of income or principal for the benefit of any beneficiary may be made in such of the
following ways as our Distribution Trustee determines appropriate:

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 a. To each respective beneficiary in person upon his or her personal receipt;

b. Deposited in any bank to the credit of such beneficiary in any account

carried in his or her name or jointly with another or others;

c. To the legal representative of the beneficiary;

d. To a Custodian under a Uniform Transfers to Minors Act or Uniform Gifts

to Minors Act selected by our Trustee for such period of time under
applicable law as our Trustee determines appropriate;

e. To some near relative, friend or institution having primary responsibility for

the care and custody of the beneficiary;

f. By our Trustee using such payment directly for the benefit of such
beneficiary; or

g. To the Trustee of any revocable trust of which the beneficiary is the Trustor.

Section 4. Limit on Trustee's Discretion

In exercising any discretionary power, other than with respect to distributions of property, with
respect to our Trust, our Trustees shall at all times act in accordance with fiduciary principles and
shall act reasonably under the circumstances and not in bad faith or in disregard of the purposes of
our Trust.

Notwithstanding any other provision in our Trust Agreement, no individual Trustee who is also a
beneficiary hereunder shall have any right, power, duty or discretion concerning our Trust Estate if
such right, power, duty or discretion conferred upon such Trustee under our Trust Agreement is
determined to be a general power of appointment under Internal Revenue Code Section 2041 or
2514 which would cause any assets of our Trust Estate to be included in the estate of such
Trustee-beneficiary. Any such right, power, duty or discretion with such effect shall be null and
void with respect to such Trustee-beneficiary. No Trustee who is under a legal obligation to any
beneficiary of our Trust Agreement or other person shall under any circumstances partake in any
decisions relating to any discretionary distributions of income or principal of our Trust which can be
used for any such legal obligation to any such beneficiary or other person.

Section 5. No-Contest Clause

If any person or entity singularly, or in conjunction with any other person or entity, directly or
indirectly, contests in any court the validity of our Trust Agreement then the right of that person or
entity to take any interest in our Trust Estate shall cease, and that person (and his or her
descendants) or entity shall be deemed to have predeceased us.

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Section 6. Disclaimer by Beneficiary

A beneficiary shall be entitled to disclaim any power or right provided to such beneficiary, but shall
not be allowed to accelerate any distribution to the beneficiary or to terminate his or her trust
interest and thereafter receive outright distribution by use of a disclaimer.

Section 7. Captions

The captions of Articles, Sections and Paragraphs used in our Trust Agreement are for convenience
of reference only and shall have no significance in the construction or interpretation of our Trust
Agreement.

Section 8. Severability

Should any of the provisions of our Trust Agreement be for any reason declared invalid, such
invalidity shall not affect any of the other provisions of our Trust Agreement, and all invalid
provisions shall be wholly disregarded in interpreting our Trust Agreement.

Section 9. Statutory References

Unless the context clearly requires another construction, each statutory reference in our Trust
Agreement shall be construed to refer to the statutory section mentioned, related successor sections
and corresponding provisions of any subsequent law including all amendments.

Section 10. Definitions

a. Education

For all purposes under our Trust Agreement, the term "education" shall be given
broad interpretation and may include but not be limited to:

1. Elementary or High School

Education at public or private elementary or high schools, including

boarding schools.

2. College

Undergraduate and graduate study in any and all fields whatsoever,

whether of a professional character in colleges or other institutions of
higher learning.

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 3. Specialized Training

Specialized formal or informal training in music, the stage, the

handicrafts, the arts, or vocational or trade schools whether by
private instruction or otherwise.

4. Other Educational Activities

Any other activity including foreign or domestic travel which shall

tend to develop fully the talents and potentialities of any beneficiary
regardless of age.

b. Issue and Descendants

For purposes of our Trust Agreement, "issue" and "descendants" mean the lawful
blood descendants in any degree of the ancestor designated provided, however, that
if a person has been adopted, that person shall be considered a child of such adopting
parent and such adopted child and his or her issue shall be considered as issue of the
adopting parent or parents and of anyone who is by blood or adoption an ancestor of
the adopting parent or either of the adopting parents. The terms "issue,"
"descendant" and "descendants" or those terms preceded by the terms "living" or
"then living" shall include the lawful blood descendant in the first degree of the
parent designated even though such descendant is born after the death of such
parent.

c. Code

"Code" shall refer to the Internal Revenue Code of 1986, as amended from time to
time, and the words "gross estate," "adjusted gross estate," "taxable estate," "unified
credit," "state death tax credit," "maximum marital deduction," "marital deduction,"
and any other word or words which from the context in which it or they are used
refer to the Internal Revenue Code shall have the same meaning as such words have
for the purposes of applying the Internal Revenue Code to our Trust Estate.

d. Personal Representative

For purposes of our Trust Agreement, the term "Personal Representative" shall mean
trustee, executor, executrix, administrator, administratrix, conservator, guardian,
custodian or any other type of personal representation.

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f. Gender and Number

In our Trust Agreement where appropriate, except where the context otherwise
requires, the singular includes the plural and words of any gender shall not be
limited to that gender.

g. Definition of Per Stirpes

As used in our Trust Agreement, when a distribution to beneficiaries is "per stirpes,"

it shall mean that the distributions are to be divided into as many equal shares as
there are then living children of such beneficiaries and deceased children of such
beneficiaries who left then-living descendants.

Each then-living child shall receive one share and the share that is allocated to each
deceased child shall be divided equally among such deceased child's then-living
descendants.

h. Trust Estate

All of the property, real and personal, intangible and tangible, which has been
transferred to our Trustee, whether or not listed on any Schedules.

i. Trustors

GRANTOR 1
GRANTOR 2

j. Child or Children

References to "child" or "children" mean lawful blood descendants in the first,

second or any other degree of the ancestor designated; provided, always, however
that:

1. An adopted child and such adopted child's lawful blood descendants shall be
considered as lawful blood descendants of the adopting parent or parents and
of anyone who is by blood or adoption an ancestor of the adopting parent or
of either of the adopting parents and shall not be considered descendants of
the adopted child's natural parents; and

2. A child born to persons who are openly living together as husband and wife
after the performance of a marriage ceremony between them and such child's
lawful blood descendants shall be considered as lawful blood descendants of
such child's parents and of any ancestor of such child's parents, regardless of
the fact that a purported divorce of one or both of such persons with
reference to a prior marriage is invalid.

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3. A child in gestation, who is later born alive, shall be regarded in this Trust
Agreement as a child in being, during the period of gestation, in determining
whether any person has died without leaving issue surviving him or her, and
in determining on the termination of any Trust hereunder, whether such child
is entitled to share in required distribution of principal, but for other purposes
such child's right shall accrue from date of birth.

k. Distribution by Right of Representation

Whenever distribution is to be made to designated "issue" or designated

"descendants" by right or representation, the property shall be distributed to the
persons and in the proportions that the separate personal property of the named
ancestor would be distributed under the laws of the State of South Carolina in force
at the time stipulated for distribution if the named ancestor had died intestate at such
time, domiciled in such state, not married, and survived only by such issue.

l. Heirs at Law

"Heirs at law" mean those persons, other than creditors, who would take the
Trustor's separate personal property under the laws of the State of South Carolina if
the Trustor had died intestate at the time stipulated for distribution and domiciled in
such state. References to the "heirs" or "heirs at law" of any other individual mean
those persons, other than creditors, who would take such individual's separate
personal property under the laws of the State of South Carolina if such individual
had died intestate and domiciled in such state. In determining who such persons are,
it shall be assumed that all decrees of dissolution of marriage rendered by a court of
record, wherever located, are valid. Distribution to such persons shall be made in
the manner and in the proportion that the personal property of the decedent, or of
such individual, as the case may be, would be distributed if the decedent or such
person had died intestate at the time stipulated for distribution, owning the property
available for distribution and no other property and domiciled in such state.

m. Discretion

Discretion means in our Trustee's sole but reasonable judgment unless the discretion
is in the sole, absolute, and unreviewable discretion, in which case there are no
limitations on the freedom granted such Trustee.

n. Initial Trustee

Initial Trustee, the first Management and Distribution Trustees or first Co-Trustees
of our Trust.

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 o. Incapacity

A person shall be considered incapacitated in the event a court of competent jurisdiction

determines that such person is legally incompetent. Or, in the event that such person is not
adjudicated incompetent, when such person has been certified by two licensed physicians to
be unable to properly handle his or her own affairs by reason of physical illness or mental
illness, or is unable to freely communicate for a period of 90 days.

Section 11. Governing State Law

Our Trust Agreement and the trusts created under it shall be construed, regulated and governed by
and in accordance with the laws of the State of Washington.

We execute our Trust Agreement on the date set forth on the first page of our Trust Agreement.

We certify that we understand our Trust Agreement and that it correctly states the terms and
conditions under which our Trust Estate is to be held, managed and disposed of by our Trustees.
We approve this irrevocable trust in all particulars and request our Trustees to execute it.

Trustor:

_________________________
Grantor 1

Trustor:

_________________________
Grantor 2

Distribution Trustee:

_________________________
___Dist Trustee___

Management Trustee:

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___________________
___Mgt. Trustee___

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 ___NAME OF TRUST___ TRUST
SCHEDULE OF ASSETS

Ten Dollars Cash

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