The World of Computer Software/The World of Computer Software.iso/ltb.zip/SP-TRUST.TXT

Text File | 1992-07-01 | 46KB | 867 lines

*** SP-TRUST.TXT

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                   ***      C A U T I O N      ***
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            Do Not Use These Documents Without Consulting
                     An Estate Planning Attorney.

The purpose of this software product is to assist you in the
preparation of sample estate planning documents.  You must have these
documents reviewed and approved by an Estate Planning Attorney to
ensure that the documents meet your particular needs, as well as to
ensure that the documents conform to requirements of state and federal
laws.

JIAN and the authors of the software do not represent or guarantee
that these documents are appropriate for your needs, satisfy any
provision of state or federal law or will have any particular state or
federal tax effect.

----------------------------------------------------------------------

                               REMEMBER

   to change the complete insertion code (***Q1***, ***Q2***, etc.)
                    and not just the "Q1" or "Q2".

       This document references the following insertion codes:
         Q1, Q3, Q4, Q5, Q6, Q7, Q9, Q10, Q21, Q22, Q23, Q26

**********************************************************************

                Single Person's Living Trust Agreement

This establishes your TRUST (the entity which will hold title to
assets) and provides for the management and distribution of these
assets during your life and after your death.

    This Document Must Be Reviewed By An Estate Planning Attorney
                         Before You Sign It.

**********************************************************************


                           TRUST AGREEMENT

THIS TRUST AGREEMENT made this _________ day of _____________, 19___,
between ***Q1***, of the County of ***Q4***, State of ***Q5***, herein
designated as Trustor, and ***Q1***, herein designated as Trustee.
The term "Trustee" shall include Co-Trustees.

IT IS AGREED BETWEEN THE PARTIES HERETO AS FOLLOWS:

                              ARTICLE  I

                            TRUST PROPERTY

A.  Original Trust Estate.  The Trustor hereby transfers to the
Trustee, without consideration from the Trustee, the sum of one
hundred dollars ($100.00), receipt of which is hereby acknowledged,
upon the conditions herein provided.

B.  Name of Trust.  The name of this trust is ***Q3***.

C.  Additions to Trust Estate.  Additional property may be added to
the trust estate at any time by the Trustor, or by any person or
persons, by inter vivos or testamentary transfer.  Such additions and
title to any property so added may be, but need not be, evidenced by
amendment to this agreement or by schedule, deed, assignment, or other
writings transferring property to the Trustee.  All such original and
additional property is referred to herein collectively as the trust
estate and shall be held, managed and distributed as herein provided.

                             ARTICLE  II

                           TRUSTOR'S RIGHTS

A.  Amendment and Revocation.  During the lifetime of the Trustor,
this trust may be altered, amended or revoked, in whole or in part, by
written instrument signed by the Trustor and filed with the Trustee,
and upon any revocation, all such assets shall return to the Trustor
free of trust.  By way of construction, all property transferred to
the trust is separate property of the Trustor and shall remain
separate property in this trust.  After the death of the Trustor, this
trust may not be altered, amended or revoked.

B.  Conservatorship or Guardianship.  In the event that the Trustor
shall be legally declared a Conservatee or a Ward of the court, and
the income from the trust shall be insufficient to provide for the
proper health, support and maintenance of the Trustor, the Conservator
or Guardian of the Trustor shall have the right, with the approval of
the appropriate court, to invade the trust for the benefit of the
Trustor to the extent that the Trustor could have invaded the trust
had the Trustor not been, at that time, subject to a Conservatorship
or Guardianship.  The power of the Trustor to revoke or amend this
trust is personal to the Trustor and shall not be exercisable in the
Trustor's behalf by any Conservator or Guardian or other person,
except that revocation or amendment may be authorized, after notice to
the Trustee, by the court that appointed the Conservator or Guardian.

C.  Investment of Trust Estate.  While the Trustor is living and
competent, the Trustor may, at any time or times, direct the Trustee
in writing to invest the trust estate in specific securities,
properties or investments, to retain as part of the trust estate any
securities, properties or investments for such length of time as such
directions may provide, or to sell, encumber, lease, manage, control
or dispose of any property of the trust estate.  The Trustee shall not
be liable for any loss sustained or incurred by reason of compliance
by such Trustee with any such written directions of the Trustor.

D.  Character of Property.  Regardless of the location of such
property, any personal property transferred to this trust shall remain
personal property, and any real property transferred to this trust
shall remain real property.

                             ARTICLE  III

           DISPOSITIVE PROVISIONS DURING TRUSTOR'S LIFETIME

A.  Payment of Expenses.  The Trustee shall pay or reserve sufficient
funds to pay all expenses incident to the establishment, management
and administration of the trust estate, including the compensation of
the Trustee, all or any part of which may, in the discretion of the
Trustee, be charged either to income or principal of the trust estate.
The remaining income shall be and is hereinafter referred to as "net
income".

B.  Distribution of Income.  During the lifetime of the Trustor, the
Trustee shall pay to the Trustor, or shall apply for the Trustor's
benefit, the net income of the trust in quarter-annual or more
frequent intervals.

C.  Distribution of Principal.  If the Trustee considers the net
income insufficient, the Trustee may pay to or apply for the benefit
of the Trustor as much of the principal of the trust estate as is
necessary, in the Trustee's discretion, for the proper health,
education, support, maintenance and comfort of the Trustor, in
accordance with the accustomed manner of living of the Trustor at the
date of this instrument.  The Trustee shall exercise this power to
invade principal in a liberal manner.

                             ARTICLE  IV

            DISPOSITIVE PROVISIONS AFTER DEATH OF TRUSTOR

A.  Payment of Expenses of Trustor's Estate.  On the death of the
Trustor, the Trustee may, in the Trustee's discretion, pay, out of the
trust, the debts of the Trustor; the estate and inheritance taxes,
including interest and penalties, arising because of the Trustor's
death; the last illness and funeral expenses of the Trustor; and
attorneys' fees and other costs incurred in administering the
Trustor's estate.  The Trustee may pay any such taxes directly or,
alternatively, in the sole discretion of the Trustee, distribute such
sums to the Executor as shall be necessary to pay all or any portion
of such taxes.

B.  Payment of Expenses of Administration.  Upon the death of the
Trustor, the Trustee shall pay or reserve sufficient funds to pay all
expenses of management and administration of the trust estate,
including the compensation of the Trustee and the attorney, all or any
part of which shall be charged, in the Trustee's discretion, to income
and/or principal of the trust estate.  The remaining income shall be
and is hereinafter referred to as "net income".

C.  Distribution of Gifts.  The Trustee shall distribute gifts of
trust property, subject to the provisions of ARTICLE IV F.
hereinbelow, to beneficiaries as follows:  ***Q26*** If any
beneficiary named in this ARTICLE IV C. is not then living, the gift
to such deceased beneficiary shall lapse and shall become a portion of
the remainder of the trust estate.

D.  Distribution of Remainder of Trust Estate.  Upon the death of the
Trustor, the Trustee shall, after paying or reserving for all amounts
payable, as provided in ARTICLE IV A. through C., divide the remainder
of the trust estate into shares set forth as follows and shall hold,
administer and distribute each share according to the provisions of
ARTICLE IV F. hereinbelow:  ***Q22***

E.  Distribution of Deceased Beneficiary's Share.  In the event a
beneficiary named in Paragraph D. of this ARTICLE IV is not then
living, the share of such deceased beneficiary shall ***Q23***

F.  Distributions of Income and Principal.

     1.  The Trustee may pay to or apply for the benefit of each
beneficiary for whom a trust is then held who has not yet attained the
age of twenty-one (21) years as much of the net income of said trust
as the Trustee shall determine to be in the best interest of and
tending to promote the welfare of such beneficiary, after taking into
consideration, to the extent the Trustee deems advisable, any other
income or resources of such beneficiary.  Any income not distributed
shall be accumulated and added to and become part of the principal of
said trust.  After a beneficiary for whom a trust is then held attains
the age of twenty-one (21) years, the Trustee shall pay to or apply
for the benefit of such beneficiary the net income of said trust in
convenient intervals not less frequently than quarter-annually.

     2.  If the Trustee deems the net income available hereunder not
sufficient to provide for the reasonable health, support, maintenance
and education of any beneficiary for whom a trust is then held, taking
into consideration any other income and financial resources of such
beneficiary, so far as known to the Trustee, it may, as often as it
deems necessary, pay to or apply for the use and benefit of such
beneficiary such part of the principal of the respective trust of such
beneficiary, up to and including the whole thereof, as is necessary
for the reasonable health, support, maintenance and education of such
beneficiary.

     3.  The Trustee, in its discretion, may make net income or
principal payments to a minor or a beneficiary under disability by
making such payments to the guardian or conservator of his or her
person, to a custodian under a Uniform Transfers to Minors Act or
similar statute applicable in the State of ***Q5***, or to any
suitable person with whom he or she resides, or the Trustee may apply
such payments directly for the beneficiary's benefit.  The Trustee may
make net income or principal payments directly to a minor child if, in
the Trustee's discretion, such child is of sufficient maturity to
manage such distribution.

     4.  Upon the death of a beneficiary for whom a trust is then held
prior to final distribution to such beneficiary, if said decedent is
survived by issue, that portion of such trust (including both
principal and any accrued or undistributed income) which is not exempt
from the generation-skipping transfer tax imposed by Chapter 13 of the
Internal Revenue Code of 1986 (or any successor provisions) shall be
distributed to such one or more persons or entities, including the
decedent's estate, and on such terms and conditions, either outright
or in trust, as the decedent shall have appointed by the last dated
instrument delivered to the Trustee, including a Will (whether or not
admitted to probate), specifically referring to and exercising this
power of appointment.  Any of such portion of the trust as is not
appointed, together with that portion of the trust that is exempt from
the generation-skipping transfer tax, shall be distributed according
to the terms of ARTICLE IV E. hereinabove as though said beneficiary
had predeceased the Trustor.

     5.  There need be no physical segregation or division of the
various trust shares except as segregation or division may be required
by the termination of any of the trusts, but the Trustee shall keep
separate accounts for the different undivided interests.

     6.  Subject to a possible retention of some or all of the assets
of the trust estate by the Trustee pursuant to ARTICLE VI S., whenever
any beneficiary for whom a trust is then held shall have attained the
age of ***Q21*** years, the Trustee shall distribute to such
beneficiary, free of trust, the entire principal and accumulated
income, if any, of his or her separate trust.

     7.  In the event that there shall be no surviving named
beneficiaries, including issue as set forth herein, the trust shall
terminate and the proceeds shall be distributed to the then surviving
heirs at law of the Trustor, as determined by the laws of intestate
succession then existing in the State of ***Q5***; excluding, however,
any provision for distribution to heirs of a predeceased spouse.

     8.  The term "issue", unless otherwise designated herein, shall
include adopted "issue" of descendants and lineal descendants, both
natural and legally adopted indefinitely.  Such term shall
specifically exclude individuals adopted out of the family of Trustor
or out of the family of a descendant of Trustor.  The word "living"
shall include unborn persons in the period of gestation.

                              ARTICLE  V

                  ADDITIONAL DISPOSITIVE PROVISIONS

A.  Discretionary Termination.  If the value of the trust estate or of
any segregated share held as a separate trust is determined by the
Trustee to be valued at $20,000.00 or less, then such trust may, in
the discretion of the Trustee, be terminated and the remainder of such
trust shall be distributed to the person then entitled to the income
therefrom.

B.  Rule Against Perpetuities.  Unless sooner terminated in the manner
hereinbefore provided, each trust shall cease and terminate one day
prior to twenty-one (21) years from the death of the Trustor, or the
death of the survivor of the named beneficiaries who are living at the
date of death of the Trustor, whichever death shall last occur. Upon
such termination, the entire trust estate, including principal and any
accrued or undistributed net income thereon, shall be distributed to
the persons for whom said trust estate is then held, in proportion to
the trusts then held for such persons.

C.  Spendthrift Provision.  No beneficiary of this trust, other than
the Trustor, shall have any right to alienate, encumber or hypothecate
his interest in the trust to claims of his creditors, or to render
such interest liable to attachment, execution, or other process of
law.  The income of this trust shall not be pledged, assigned,
transferred, sold or accelerated, anticipated or encumbered in any
manner whatsoever by any beneficiary, nor shall any income of the
trust be in any manner subject or liable in the hands of the Trustee
for the debts, contracts or encroachments of any beneficiary or be
subject to any assignments or any other voluntary or involuntary
alienation or disposition whatsoever.  If the creditor of any
beneficiary, other than the Trustor, who is entitled to any
distributions from a trust established under this instrument shall
attempt by any means to subject to the satisfaction of his claim such
beneficiary's interest in distribution, then, notwithstanding any
other provision herein, until the release of the writ of attachment or
garnishment or other process, the distribution set aside for such
beneficiary shall be disposed of as follows:

     1.  Distribution to Beneficiary.  The Trustee shall pay to or
apply for the benefit of such beneficiary such sums as the Trustee
shall determine to be necessary for the reasonable health, education
(including study at institutions of higher learning) and support of
the beneficiary according to his or her accustomed mode of life.

     2.  Disposition of Excess.  The portion of the distribution that
the Trustee shall determine to be in excess of the amount necessary
for such health, education (including study at institutions of higher
learning) and support shall, in the Trustee's discretion, either be
added to and become principal of the trust share of such beneficiary
or be paid to or applied for the benefit of the other beneficiaries
then entitled to receive payments from any trust established under
this instrument, in proportion to their respective interests in the
trust estate; or, if there be no other beneficiaries, the excess
income may be paid to or applied for the benefit of the person or
persons presumptively entitled to the next eventual interest, in
proportion to their respective interests.

D.  Simultaneous Death.  If any beneficiary of the trust shall die
simultaneously with the Trustor, or if there is insufficient evidence
to establish that such beneficiary and the Trustor died other than
simultaneously, it is hereby deemed that the Trustor shall have
survived the beneficiary.

                             ARTICLE  VI

                           TRUSTEE'S POWERS

In addition to all other powers and discretion granted to or vested
in the Trustee by law or by this instrument, the Trustee shall have
full power to do everything it deems to be in the best interests of
the beneficiaries of the trust, including, but not limited to, the
following powers and discretion:

A.  Power to Retain Trust Property and Comply with Existing
Agreements.  To continue to hold any property received in trust,
including undivided interests in real property, and to operate any
property or any business received in trust as long as the Trustee, in
the Trustee's discretion, may deem advisable, notwithstanding the fact
that any or all of the investments retained are of a character or size
which, but for this express authority, would not be considered proper
for the Trustee.  In the event the Trustor shall be a party to a
Buy-Sell Agreement, Cross- Purchase Agreement, Stock Redemption
Agreement, Option or any agreement providing for the disposition of
Trustor's interest in property, whether such agreement has been
executed by Trustor individually or as Trustee of this Trust
Agreement, and which property is owned by the trust, then upon the
death of Trustor, the then acting Trustee of this trust is hereby
directed to transfer as much of Trustor's interest in such property
then held in the trust as is necessary to carry out the provisions of
any such agreement and to execute all documents and take all further
actions necessary or appropriate to carry out the terms of such
agreement.

B.  Power to Manage Trust Property.  To manage, control, sell, convey,
exchange, partition, divide, subdivide, improve and repair; to grant
options and to sell upon deferred payments; to lease for terms within
or extending beyond the duration of the trust, for any purpose,
including exploration for and removal of oil, gas and other minerals;
to enter into oil, gas and mineral leases, assignments, farmouts,
farmins and joint ventures; to purchase and sell gas, oil and mineral
royalties, to create restrictions, easements, and other servitudes; to
compromise, arbitrate, or otherwise adjust claims in favor of or
against the trust; to institute, compromise and defend actions and
proceedings; to construct, alter or demolish any buildings; and to
carry such insurance as the Trustee may deem advisable.

C.  Power to Invest.  To invest and reinvest the principal and to
purchase or acquire therewith every kind of property, real or
personal, and every kind of investment, specifically including, but
not by way of limitation, commodities of every nature, corporate
obligations of every kind, precious metals such as gold or silver, and
stocks, preferred or common, and to buy stocks, bonds, commodities and
similar investments on margin or other leveraged accounts and to short
sell such accounts, and to buy, sell and write stock and other
security options, and to enter into commercial partnership as a
partner, limited or general, and to operate any business as a sole
proprietor.  To open, operate and maintain a securities brokerage
account wherein any securities may be bought and/or sold on margin,
and to hypothecate, borrow upon, purchase and/or sell existing
securities in such account as the Trustee may deem appropriate or
useful.

D.  Power to Retain Trust Property without Diversification.  To
retain, without liability for loss or depreciation resulting from such
retention, original property, real or personal, at any time received
by the Trustee, for such time as the Trustee shall deem best, even
though such property may not be of the character prescribed by law or
by the terms of this trust for the investment of trust funds, and
although it may represent a large percentage of the total trust or
estate property, and without being required to observe the principle
of diversification of trust investments.

E.  Power to Retain Unproductive Property.  To retain uninvested all
or any part of the trust estate from such time, and from time to time,
as the Trustee may deem advisable.

F.  Power to Borrow.  To borrow money for any trust purpose upon such
terms and conditions as the Trustee may deem proper, and to obligate
the trust estate by mortgage, deed of trust, pledge, or otherwise,
using such procedure to consummate the transaction as the Trustee may
deem advisable and to pledge the assets of the trust estate to secure
the guarantee by the Trustor of the debts of third parties.

G.  Power to Manage Securities.  To have, respecting securities, all
the rights, powers and privileges of an owner, including the power to
pay assessments and other sums deemed by the Trustee necessary for the
protection of the trust state; to participate in voting trusts,
pooling agreements, foreclosures, recapitalizations, reorganizations,
consolidations, mergers, and liquidations, and in connection therewith
to deposit securities with and transfer title to any protective or
other committee under such terms as the Trustee may deem advisable; to
exercise or sell stock subscription or conversion rights, to accept
and retain as an investment any securities or other property received
through the exercise of the foregoing powers.

H.  Power to Partition, Allot and Distribute.  Upon any division or
distribution of the trust estate, to partition, allot and distribute
the trust estate in undivided interests or in kind, or partly in money
and partly in kind, at valuations determined by the Trustee, and to
sell such property as the Trustee may deem necessary to make division
or distribution.  The power of the Trustee to make distributions in
kind shall include the power to make non-pro rata distributions in
kind without regard to the income tax basis of assets so distributed.

I.  Power to Determine Principal and Income.  Except as otherwise
specifically provided in this Trust Agreement, the determination of
all matters relating to principal and income and receipts and expenses
shall be governed by the provisions of the Uniform Principal and
Income Act or similar statute applicable in the State of ***Q5*** from
time to time existing.  Any such matter not provided for either in
this instrument or in the Uniform Principal and Income Act or similar
statute applicable in the State of ***Q5*** shall be determined by the
Trustee in the Trustee's discretion.  The Trustee's powers shall be
subject, at any time that a beneficiary shall be a Trustee hereunder,
to the Trustee's duty to treat income and remainder beneficiaries
equitably.

J.  Power to Distribute Income.  To make payments, if any, of the net
income of the trust in quarterly or more frequent intervals as may be
convenient to the Trustee.  Upon the death of the income beneficiary
of the trust during its continuance, any accumulated income which
would have been paid to such beneficiary had he or she survived shall
not be payable to his or her estate but shall be paid to his or her
successors or successor in interest in the trust as hereinabove
provided.

K.  Power to Employ Counsel.  To employ counsel and corporate or other
agents in the discharge of their duties and to pay them a reasonable
compensation out of either income or principal, in the Trustee's
discretion, and to rely upon the advice of counsel and to suffer no
liability resulting from any action taken or withheld pursuant to such
advice.

L.  Power to Pay Taxes and Expenses Relative to Trust Property.  To
pay from time to time all taxes, assessments, including corporate
assessments, and other charges levied or accruing against or on
account of the trust property, and to pay all expenses of the trust,
including reasonable compensation to the Trustee.  To deduct all said
taxes, assessments, charges and expenses from the income or principal
of the trust as the Trustee may deem proper, giving consideration to
whether it was income or principal or an allocation between them which
gave rise to such taxes, charges and expenses.

M.  Power to Hold Trust Property in the Name of a Nominee.  To take
title to any property in its name as Trustee hereunder or in its own
name or in the name of a nominee without disclosing the trust, or, in
the case of securities, to take and keep the same unregistered and to
retain them in such manner that title may pass by delivery; or, in the
case of real estate, to keep deeds unrecorded; or to deposit cash in a
checking or savings account without indication of any fiduciary
capacity.

N.  Power to Distribute to or for the Benefit of Minor or Disabled
Beneficiary.  In any case in which a trust share is distributable to a
beneficiary who has not reached majority in the state of his or her
residence, or in any case where mandatory or discretionary payments of
income or principal are to be made to such a minor or other
beneficiary under legal disability, the Trustee may, in its
discretion, distribute income or principal directly to the
beneficiary, to the guardian or parent of the beneficiary, to a bank
account in trust, to a custodianship for the beneficiary or to a
person with whom the beneficiary resides.  The receipt of the
beneficiary, guardian, parent or person shall discharge the Trustee
from its responsibility for the proper expenditure of income or
principal.

O.  Power to Pay Taxes.  To pay out of the trust shares or income
interests giving rise to such taxes, all state, federal and local
property taxes, income taxes and all other taxes relating to the trust
estate.

P.  Power to Lend.  To lend money to any person, including the probate
estate of the Trustor, provided that any such loan shall be adequately
secured and shall bear a reasonable rate of interest.

Q.  Power to Insure.  To carry insurance of such kinds and in such
amounts as the Trustee deems advisable, at the expense of the trust,
to protect the trust estate and the Trustee personally against hazard.

R.  Power to Commence or Defend Litigation and to Compromise.  To
commence or defend, at the expense of the trust, such litigation with
respect to the trust or any property of the trust estate as the
Trustee may deem advisable, and to compromise or otherwise adjust
claims or litigation against or in favor of the trust.

S.  Power to Withhold Payment Pursuant to Conflicting Claims.  To
withhold from distribution, in the Trustee's discretion, at the time
for distribution of any property in this trust, without the payment of
interest, all or any part of the property, so long as the Trustee
shall determine, in the Trustee's discretion, that such property may
be subject to conflicting claims, to tax deficiencies, or to
liabilities, contingent or otherwise, properly incurred in the
administration of the trust estate.  The Trustee is under no
obligation to make such retentions and shall be under no liability
whatever for the exercise or the failure to exercise such discretion.
The interests of the beneficiaries hereunder shall be vested
regardless of whether or not such assets are so retained, and all
income required to be paid shall be payable to such beneficiaries in
convenient intervals not less frequently than quarter-annually.

T.  Power to Adjust for Tax Consequences.  To take any action and to
make any election, in the Trustee's discretion, in order to minimize
the tax liabilities of this trust and its beneficiaries or to extend
the time for payment of any tax liabilities.  The Trustee shall
allocate the benefits from such action or election among the various
beneficiaries.  The Trustee shall make adjustments in the rights of
any beneficiaries, or between the income and principal accounts, to
compensate for the consequences of any tax election, investment, or
administrative decision that the Trustee believes has had the effect
of directly or indirectly preferring one beneficiary or group of
beneficiaries over others.

U.  Power to Subject Trust Property to Probate.  It is the Trustor's
intention to avoid probate through the use of this Trust Agreement.
If, however, the Trustee of this trust and the Executor of the estate
of Trustor shall mutually determine that it shall be in the best
interests of the beneficiaries of the trust, and the beneficial
interests of the beneficiaries shall not thereby be altered, the
Trustee may subject any asset to probate to accomplish a result
unavailable without probate.  This power shall be strictly construed
and shall only be used to secure any tax or other benefit otherwise
unavailable to the trust.

V.  Power to Delegate.  To perform or to delegate to any trustee or
non-trustee any non-discretionary power, including the power to
singularly or jointly open, close or transfer any type of bank account
and savings and loan association account, sign checks, drafts,
withdrawal slips or other documents, give instructions for the receipt
or delivery of securities or other property, give instructions for the
payment or the receipt of money and, singularly or with others, have
access to any safe deposit box or other place containing property of
this trust.

                             ARTICLE  VII

                         LIMITATION OF POWERS

A.  Management of Principal and Income.  No powers, enumerated herein
or accorded to Trustee generally by law, shall be construed to enable
any person appointed as Trustee or otherwise, or any other person, to
purchase, exchange or otherwise deal with or dispose of the principal
or income of this trust for less than an adequate consideration in
money or money's worth or to enable any person appointed as Trustee or
otherwise to borrow the principal or income of this trust directly or
indirectly without adequate interest or security.  This limitation
shall not apply to a Trustor acting as Trustee.

B.  Fiduciary Capacity of Trustee.  Any Trustee or Co-Trustee of an
irrevocable trust hereunder shall act at all times in his or her
fiduciary capacity and shall treat the income and remainder
beneficiaries equitably, and no Trustee shall have any power which
would cause includibility of such irrevocable trust share in his or
her estate for federal estate tax purposes.  Should any condition
arise, including a change in the law, which would prevent any such
Trustee or Co-Trustee of such irrevocable trust from acting as Trustee
hereunder without causing includibility of such trust share in his or
her estate for federal estate tax purposes merely by reason of such
trusteeship, such Trustee or Co-Trustee shall resign, and the next
successor Trustee, as designated herein, who shall not be subject to
such includibility shall be appointed in his or her stead.

C.  Invasion of Principal by Trustee.  No Trustee or Co-Trustee who
is also a beneficiary of an irrevocable trust share hereunder shall
have the power to invade the trust principal for his or her benefit
prior to the termination of the trust, except pursuant to the
ascertainable standards set forth in this Trust Agreement.

                            ARTICLE  VIII

                        RECORDS AND ACCOUNTING

The Trustee shall keep and maintain adequate books and records
reflecting all income and principal transactions, which books and
records shall be open at all reasonable times to the inspection of the
Trustor and to the duly authorized representatives of the Trustor.
The Trustee shall furnish at least annual statements for all
transactions to the then income beneficiaries of the trust or to the
natural or legal guardians of such beneficiaries.

                             ARTICLE  IX

                       COMPENSATION OF TRUSTEE

The Trustee shall receive as compensation for its services, unless
waived, such amount of commissions as are customarily being charged by
commercial trust companies for services as a trustee of an inter vivos
trust in the State of ***Q5***.

                              ARTICLE  X

                          SUCCESSOR TRUSTEES

A.  Designation of Successor Trustee.  Upon the death, resignation
or incapacity of ***Q1*** as Trustee, the successor Trustee shall be
***Q9***.  Upon the death, resignation or incapacity of ***Q9*** as
Trustee, the successor Trustee shall be ***Q10***.

B.  Powers and Responsibility of Successor Trustee.  Upon the
appointment of any successor Trustee, such Trustee shall not be
required to conduct an audit or account of the fiduciary conduct of
any previous Trustee and shall incur no liability whatsoever by its
failure to examine the prior trust record.  Every successor Trustee
shall have all the powers given the originally named Trustee.  No
successor Trustee shall be personally liable for any act or omission
of any predecessor.

C.  Guardianship or Conservatorship of Trustee.  The establishment
of a Guardianship or Conservatorship of the Trustee, whether it is of
the Estate or the Person, shall cause the trusteeship of such
individual to terminate and to pass to the successor Trustee.
Additionally, should two physicians, neither of whom is a beneficiary
hereunder, related to the Trustor or the Trustee within the second
degree, nor related to any beneficiary of this trust or beneficiary
under the Will of the Trustor within the second degree, certify that
the Trustee is incompetent to act as Trustee, such trusteeship shall
terminate and pass to the successor Trustee upon notification of such
certification to the Trustor, the Trustee, and each then income
beneficiary.  Should the Trustor, Trustee or any income beneficiary
object to such certification, such objecting party may seek a legal
determination of incompetence in any court of competent jurisdiction.

D.  Resignation of Trustee.  Any Trustee or Co-trustee of this Trust
Agreement may resign as Trustee after written notice of such
resignation is delivered to the Trustor, or, if the Trustor is
deceased, to all of the beneficiaries then receiving income interests,
and upon the acceptance of the successor Trustee to act.  The
resignation of a Trustee can be effected by the attorney-in-fact for a
Trustee exercising such power pursuant to a valid power of attorney.
An accounting of the assets, income and expenses shall be delivered by
the resigned Trustee to the successor Trustee as soon thereafter as is
reasonably practical.

E.  Removal of Trustee.  The Trustor shall have full power and
authority, at any time or times, to remove the Trustee hereunder and
to appoint a successor Trustee, including any corporation or banking
institution, and shall do so by delivering to the Trustee to be
removed a written notice of such removal, a written appointment of the
successor Trustee, and a written acceptance by the successor Trustee.
Upon delivery of such instruments to the Trustee, the Trustee shall,
after deducting all charges and amounts due it as Trustee, and upon
receipt of such proper indemnity as it may require, transfer and
deliver the trust estate to the successor Trustee.  Thereafter, said
removed Trustee shall have no further powers, discretion, rights,
obligations or duties with reference to the trust, and all such
powers, discretion, rights, obligations or duties given the Trustee by
this instrument shall inure to and be binding upon said successor
Trustee.

F.  Delegation of Power to Co-Trustee(s) and Other Agents.  Any
acting Co-Trustee may, from time to time, delegate to one or more of
the remaining acting Co-Trustees any powers, duties or discretion.
Every such delegation shall be in writing, delivered to the delegate
or delegates and shall remain in effect for the period of time
specified in such written delegation or until earlier revocation in
writing is delivered to such delegate or delegates.  The certification
of any Trustee as to the name and authority of any Trustee acting by
reason of delegation or otherwise shall be sufficient evidence and
shall indemnify any person relying upon such certification.
Additionally, a Trustor acting as a Trustee may, by the execution of a
Power of Attorney, delegate to a third party the power and authority
to act for such Trustor in his or her capacity as a Trustee in any way
in which said Trustee could act if personally present and able to act,
subject to the provisions and any limitations set forth in such
executed Power of Attorney.

G.  Required Consent of Co-Trustees.  Subject to the provisions of
ARTICLE X F., whenever there are more than two (2) acting Co-Trustees,
a majority of such Co-Trustees, whether individual or corporate, shall
have the power to make any decision, undertake any action or execute
any documents affecting the trusts created herein, and the dissenting
Co-Trustee or Co-Trustees shall thereupon be released from all
liability resulting from the decision of the majority.  If there are
two (2) acting Co-Trustees, they must act unanimously.  If an
individual Co-Trustee and a corporate Co-Trustee are acting, the
decision of the individual Co-Trustee shall be binding.

H.  Vacancy in Trusteeship.  In the event that all of the named
Trustees and successors shall die, resign, or be incapacitated, and in
the event that the right to appoint or designate a successor Trustee
is not exercised by the Trustor, as provided in ARTICLE X E.
hereinabove, then, and in that event, the successor Trustee shall be
chosen by a majority in interest of the then living beneficiaries,
with a parent or guardian voting for each minor beneficiary.

I.  Foreign Assets.  In the event that the trust shall own real
property (hereinafter referred to as "Foreign Assets") in some state
other than ***Q5*** and the Trustee hereunder shall be a corporate or
individual Trustee not authorized to do business in that state, such
corporate or individual Trustee shall select an individual ancillary
Trustee located anywhere within the United States of America,
providing such individual Trustee shall be legally able to act in such
state, or a corporate ancillary Trustee located within the state of
situs of such real property, and such ancillary Trustee shall be
vested with, and only with, title to and management of each Foreign
Asset, and such ancillary Trustee shall have the same rights and
powers over the real property within such state as the regularly
appointed Trustee under this trust would have had, had it been able to
act as Trustee within that state.  The ancillary Trustee shall pay
over to the Trustee hereunder, at least annually, the net income
attributable to such Foreign Assets.  The Trustee selecting such
ancillary Trustee shall be held harmless for any wrongdoing on the
part of the ancillary Trustee which it shall select.  No individual
ancillary Trustee may be selected who would, merely through selection
as such ancillary Trustee, be subject to estate or inheritance tax on
any trust assets upon his or her death.

                             ARTICLE  XI

                                 BOND

No Trustee or successor Trustee named herein shall be required to
furnish any bond or bonds for the performance of Trustee's duties
hereunder.

                             ARTICLE  XII

                            GOVERNING LAW

The validity of this trust with respect to real property shall be
governed by the state of its situs.  The validity of this trust with
respect to personal property, and the construction, interpretation and
administration of this trust with respect to all property, shall be
governed by the laws of the State of ***Q5*** in force from time to
time.

                            ARTICLE  XIII

                                MERGER

The trust created hereby shall not terminate or be held to have
terminated upon any theory of merger based on the fact that the same
persons are, by the terms of this instrument, made sole beneficiaries
and Trustee of said trust; and said beneficiaries are expressly given
the right and privilege to participate in the property and business
and the profits, dividends, earnings and increase thereof without
regard to the relation as Trustee which such beneficiaries may bear to
said trust.

                             ARTICLE  XIV

                          NO-CONTEST CLAUSE

In the event that any beneficiary under this trust shall, singly or in
conjunction with any other person or persons, contest in any court the
validity of this trust or of the Trustor's Last Will or shall seek to
obtain an adjudication in any proceeding in any court that this trust
or any of its provisions, or that such Will or any of its provisions,
is void, or seek otherwise to void, nullify, or set aside this trust
or any of its provisions, then the right of that person to take any
interest given to him by this trust shall be determined as it would
have been determined had the person predeceased the execution of this
Trust Agreement.  The Trustee is authorized to defend, at the expense
of the trust estate, any contest or other attack of any nature on this
trust or any of its provisions.

                             ARTICLE  XV

                     VALIDITY OF TRUST AGREEMENT

A.  Conflict with Jurisdictional Law.  This trust shall be construed
in such a manner as to uphold its validity in the event that any
provision would otherwise appear to conflict with the law of the
jurisdiction governing such trust provision in question.

B.  Distribution Required by Court.  In the event that any court of
competent jurisdiction shall make a final determination that some
individual or institution other than a named beneficiary hereunder is,
in fact, to be a recipient of a portion or all of this trust estate,
the Trustee shall distribute to such court-determined beneficiary such
share as such court shall order, and the Trustee and attorney for the
trust shall be absolved from any liability whatever for carrying out
such order, and all beneficiaries herein shall be bound by such court
order.  Should any such court make such a determination after any
assets are distributed hereunder, the individual or individuals
receiving such assets shall return them to the Trustee for
redistribution in accordance with the court order.

C.  Violation of Law.  If the trust created hereunder shall violate
any applicable rule against perpetuities, accumulations or any similar
rule or law, the Trustee is hereby directed to terminate such trust on
the date limited by such rule or law and, thereupon, the property held
in such trust shall be distributed to the persons then entitled to
share in the income therefrom, in the proportions in which they are
entitled to share the income, notwithstanding any provision of this
trust to the contrary.

D.  Exercise of Power of Appointment in Violation of Law.  No power of
appointment granted hereunder shall be so exercised as to violate any
such applicable rule or law, and attempted exercise of any such power
which violates such rule or law shall be void, notwithstanding any
provision of this trust to the contrary.

E.  Headings.  The headings, titles and subtitles used herein are for
the convenience of reference only and do not form a part hereof and in
no way modify, interpret or construe the meanings of the provisions
contained herein and shall not affect the construction hereof.

IN WITNESS WHEREOF, ***Q1***, Trustor, and ***Q1***, as Trustee, as
evidence of acceptance of the responsibilities of Trustee hereunder,
has signed this Trust Agreement.



TRUSTOR:



______________________________
***Q1***



TRUSTEE:



______________________________
***Q1***



STATE OF ***Q7***        )
                    :   ss.
COUNTY OF ***Q6***       )



On __________________, 19___, before me, the undersigned, a Notary
Public in and for said County and State, personally appeared ***Q1***,
known to me (or proved to me on the basis of satisfactory evidence) to
be the person whose name is subscribed to the within instrument, and
acknowledged to me that he/she executed the same.



WITNESS my hand and official seal.



______________________________
Notary Public