Qualified personal residence trust.

THIS AGREEMENT, made and entered into _________[Date] by and between _________ (hereinafter referred to as the "Donor"), as Donor, and _________ and _________ (hereinafter referred to as the "Trustees"), as Trustees, which Trust and Agreement is hereby designated and may be referred to as the _________:

WITNESSETH:

That the Donor, in consideration of the agreements and undertakings hereinafter made by the Trustees and other valuable consideration, does hereby assign, transfer and set over unto the Trustees and their successors the residence listed in Schedule A attached hereto, and the Trustees are hereby authorized to and agree that they will receive and hold such property and such additional property as may be transferred or assigned to the Trustees by any Person or organization, to become a part of any trust fund or funds created hereunder, and all investments and reinvestments thereof and income therefrom for the following uses and trusts, to-wit:

ARTICLE I.

(A). Until the first to occur of (i) _________, 19__, (ii) the death of the Donor, or (iii) a Disqualifying Event as defined in Paragraph (B) of Article II (the "Initial Term"), the Donor shall have the right to occupy and use the residence described in Schedule A attached hereto and the Donor may rent the residence during any portion of the period that it is not occupied by the Donor and collect and retain rents therefor.  The Trustees shall pay to the Donor all of the income of the trust annually or at more frequent intervals.

(B). During the Initial Term the Trustees shall expend such funds as the Donor requests upon maintenance of the house including mortgage payments, real estate taxes and improvements.

(C). If the Initial Term ends because of the death of the Donor, all assets of the trust shall be paid to the estate of the Donor.

(D). If the Initial Term ends because of the expiration of the period of time specified in Paragraph (A) of this article, any cash held in the trust for payment of expenses of the trust shall be paid to the Donor  and the residence shall be distributed, per stirpes, to the issue of the Donor; provided, however, that if any issue has not reached the age of twenty-five (25), such issue's share shall be named for the issue and held and administered as provided in Article III.

(E). If the Initial Term ends because of a Disqualifying Event, all the trust property shall be held and administered as provided in Article III.

ARTICLE II.

(A). It is the intention of the Donor that this trust qualify for the exception to Section 2702 of the Internal Revenue Code of 1986, as amended (hereinafter referred to as the "Code") provided in Section 2702(3)(A)(ii) for transfers in trust of personal residence. All of the terms and provisions of this trust should be interpreted in accord with such intent; the Trustees' powers shall be restricted to conform to such intent whether or not specified in this document and no power or term provided herein shall be effective if it would prevent qualification for such exception. The Trustees are specifically authorized to amend the trust to the extent the Trustees believe necessary to conform to the requirements of such exception; provided, however, that this instrument may not be amended in such a way that the trusts created under this article shall not so qualify.

(B). In accordance with the foregoing intent, a Disqualifying Event shall be deemed to have occurred if the property held by the trusts ceases to be a personal residence of the Donor unless the residence is sold and the proceeds used to purchase another residence of the Donor within two (2) years from the date of sale.  If no residence is purchased within two (2) years after the date of sale or upon the date specified in clause (i) of Paragraph (A) of Article I, if earlier, or if there is no longer an intent to purchase the residence, a Disqualifying Event shall be deemed to have occurred to the extent of such proceeds.

(C). If the residential real property held by the trust is damaged or destroyed such that it is unusable as a personal residence, a Disqualifying Event shall be deemed to have occurred two (2) years after the date of such damage or destruction unless, prior to such date, the replacement of or repairs to such residence are completed or a new residence is acquired by the trust. If the replacement of or repairs to such residence are not completed or a new residence is not acquired by the trust within two (2) years from the date of damage or destruction, or upon the date specified in clause (i) of Paragraph (A) of Article I, if earlier, or if there is no longer an intent to repair or replace such residence, a Disqualifying Event shall be deemed to have occurred to the extent of such proceeds.

(D). The following provisions are included to conform to the intent of Paragraph (A) of this article:

(1). During the Initial Term no distributions of income or corpus may be made to any beneficiary other than the Donor.

(2). During the Initial Term the Trustees may not hold as part of the trust any assets other than one residence to be used as a personal residence by the Donor, cash to the extent permitted in subparagraph (3) of this Paragraph (C) of this article and improvements to the residence which meet the requirements of a personal residence.

(3). Additions of cash may be made to the trust and cash may thereafter be held in a separate account in the trust which, when combined with the cash already held in the trust, does not exceed the amount required:

(a). For payment of trust expenses (including mortgage payments) already incurred or reasonably expected to be incurred within six (6) months from the date the addition is made;

(b). For improvements to such residential real property to be paid for by the trust within six (6) months from the date the addition of such cash is made; and

(c). For purchase by the trust of a residence to replace another residence, within three (3) months of the date the addition of such cash is made, provided that no such addition may be made for this purpose, and the trust may not hold any such addition, unless the trustees have previously entered into a contract to purchase the replacement residence.  The trustees may hold, in a separate account, the proceeds from the sale of a personal residence for a period not to exceed two (2) years, if the trustees intend to use the proceeds to purchase another residence. The trustees may also hold, in a separate account, insurance proceeds paid as a result of damage to or destruction of such personal residence for a period not to exceed two (2) years, if the trustees intend to use the proceeds to repair or improve the residence.

(4). Any amounts of cash held in excess of the amounts specified in subparagraph (3) of this Paragraph (C) of this article, shall be distributed to the Donor at least quarterly.

(5). Commutation of the Donor's interest herein is prohibited.

ARTICLE III.

(A). If a Disqualifying Event has occurred from the time the residence held by the trust ceases to be a person residence, until _________, 19__,  there shall be paid to the Donor an annual annuity amount equal to an amount determined by dividing the value of all interests retained by the Donor as of the date of the establishment of this trust by an annuity factor determined as of the date of the establishment of the trust using the rate determined under Section 7520 of the Code as of that date, and for the original term of the Donor's interest.

(B). On _________, 19__,  all the assets of the trust shall be distributed, per stirpes, to the issue of the Donor; provided, however, if any issue has not reached the age of twenty-five (25), such issue's share shall be named for the issue and held and administered as provided in Article IV.

(C). If the Donor dies before _________, _________, all of the assets of the trust created under this Article III shall be paid and distributed to the personal representative of the Donor's estate.

(D). Any such distributions pursuant to Paragraph (A) of this article shall be paid from the net income of such respective trust for the current tax year, or to the extent that such net income is insufficient, from the principal of such trust, using to the extent available, first net short term capital gains from the current tax year, then net long term capital gains from the current tax year, and thereafter the balance of the principal of such trust.

(E). In the case of the period beginning with the time the residence held by the trust ceases to be a personal residence, the amount distributed under Paragraph (A) of this article shall be the amount which must be distributed at least yearly multiplied by a fraction, the numerator of which is the number of days in the taxable year of the trust after the residence held by the trusts ceases to be a personal residence and the denominator of which is 365 (366 if February 29 is a day included in the numerator). In the case of any other taxable year which is a period of less than twelve (12) months (other than the taxable year in which the annuity interest created in this article terminates), the amount distributed under Paragraph (A) of this article shall be the amount which must be distributed at least yearly multiplied by a fraction, the numerator of which is the number of days in the taxable year of the trust and the denominator of which is 365 (366 if February 29 is a day included in the numerator). In the case of the taxable year of a trust in which the annuity interest created in this article terminates, the amount required to be distributed under Paragraph (A) of this article shall be the amount which must be distributed at least yearly multiplied by a fraction, the numerator of which is the number of days in the period beginning on the first day of such taxable year and ending on the date on which such termination occurs, and the denominator of which is 365 (366 if February 29 is a day included in the numerator).

(F). In the event any payment is not paid when due, any late payment shall bear interest at the applicable federal rate.

(G). In the event the net fair market value of the trust assets is incorrectly determined by the Trustees, the Trustees shall pay to the Donor (in the case of an undervaluation) or be repaid by the Donor (in the case of an overvaluation) an amount equal to the difference between the amount which the Trustees should have paid the recipient if the correct value were used and the amount which the Trustees actually paid the recipient. Such payments or repayments shall be made within a reasonable period after the final determination of such value. The Trustees may in their absolute discretion require that distributions to the Donor be made subject to written acknowledgment and acceptance of these conditions.

(H). Prior to the end of the Donor's qualified interest in this trust, no distributions of principal may be made from the trust other than to the Donor with respect to the qualified annuity interest of the Donor.

(I). No additions may be made to the trust during the period it is governed by this article.

(J). No commutation may be made of the distributions to the Donor provided for under this article.

(K). It is the express intent of the Donor that the interest of the Donor created under this article shall qualify as a qualified interest as described in Section 2702(b) of the Code, and that any gift from the Donor to any trust created hereunder shall qualify to the maximum extent possible for the deduction from the value of such gift as provided in Section 2702(a)(2)(B) of the Code and this agreement and all powers, trusts, directions, authorizations, instructions and obligations granted to or imposed upon the Trustees by this Agreement and by law shall be construed in such a way that the trusts created under this article shall so qualify. To the same end and purpose, the Trustees are expressly authorized and empowered, by an instrument in writing, to amend this instrument in whatever manner the Trustees in their absolute and uncontrolled discretion shall deem necessary or desirable to qualify the interest retained by the Donor created under this article as described in the aforesaid Section 2702(b) of the Code; provided, however, that this instrument may not be amended in such a way that the trusts created under this article shall not so qualify.

(L). If at any time there shall be no beneficiary eligible to receive the principal of any trust created under Article I or Article III hereunder, then the entire principal of any such trust shall be paid and distributed to the persons then living who would have inherited the estate of the Donor if the Donor had then died intestate under the laws of the State of _________ existing on the date of the execution of this trust agreement in the proportions prescribed by such laws.

ARTICLE IV.

(A). Any property designated under Paragraph (D) of Article I or Paragraph (B) of Article III with the name of a child or more remote issue of the Donor (each such child or more remote issue of the Donor hereinafter referred to in this Paragraph (A) as the "Beneficiary") shall be held as a separate and distinct trust and trust fund (which respective trust shall be identified by the name of such Beneficiary) for the following uses and purposes, to-wit:

(1). Until the Beneficiary with whose name a trust is designated shall attain the age of twenty-five (25) years, the Trustees may, from time to time, in such Trustees' absolute discretion, pay or distribute such part or all of the net income of such trust as may be deemed appropriate to any one or more then living of the group consisting of the Beneficiary with whose name such trust is designated and the issue of such Beneficiary, in such amounts and proportions as the Trustees shall determine.

(2). When any Beneficiary with whose name such a trust is designated shall have attained the age of twenty-five (25) years, the entire remaining principal of the trust designated with the name of said Beneficiary shall be paid and distributed to said Beneficiary; provided, however, that the Trustees may, in such Trustees' absolute discretion, postpone the date on which the right to the aforesaid distribution vests for a period not exceeding two (2) years.

(3). If any Beneficiary with whose name such a trust is designated shall die prior to the termination of such trust, the entire principal of the trust designated with the name of said Beneficiary shall be paid and distributed to such appointee or appointees, including such Beneficiary's estate, in such amounts and proportions, for such estates and interests, and free of trust or upon such terms, trusts, conditions and limitations as such Beneficiary may designate in such Beneficiary's last will and testament by making specific reference to and exercise of this power herein given to such Beneficiary. If such Beneficiary shall die intestate or shall fail in part or entirely to exercise this power, the entire principal of the trust designated with the name of said Beneficiary, or the part thereof not disposed of by such Beneficiary as aforesaid, shall be paid and distributed as follows:

(a). If such Beneficiary leaves issue then surviving, to such Beneficiary's then surviving issue, per stirpes; provided, however, that if any such issue shall not then have attained the age of twenty-five (25) years, the share or partial share of such issue shall be designated with the name of such issue and shall continue to be held as a separate and distinct trust and trust fund pursuant to the terms of this Paragraph (A).

(b). If such Beneficiary leaves no issue then surviving, such property shall be divided into equal shares, and one such share shall be paid and distributed to each then surviving brother or sister of said Beneficiary and one such share, per stirpes, to the then surviving issue of any then deceased brother or sister of said Beneficiary; or if there shall not then be any such surviving brother or sister or issue thereof, then to the then surviving issue, per stirpes, of such Beneficiary's nearest ascendant who is a descendant of the Donor and of whom there are issue then surviving; or if there shall not then be any such surviving issue, then to the then surviving issue of the Donor, per stirpes; provided, however, that if any such person shall not then have attained the age of twenty-five (25) years, the share or partial share which would otherwise be paid and distributed to such person shall be added to the trust fund created under this Paragraph (A) designated with the name of such person, or if such a trust fund is not then in existence, such share or partial share shall be held as a separate and distinct trust and trust fund designated with the name of such person for the same uses and purposes specified in this Paragraph (A).

(B). Net income not paid or distributed from any trust created by this article may be added to any subsequent income payment from such trust. Until distributed, accrued and accumulated income shall be regarded for all purposes under this trust agreement as principal of the respective trusts created by this article. First consideration for any distribution of income or principal from any such trust shall be given to the person, with whose name such trust is designated.

(C). The Trustees may, from time to time, in such Trustees' absolute discretion, pay or distribute to any Beneficiary then eligible to receive income from any trust created by this article such part of the principal of the trust from which such Beneficiary is eligible to receive income as the Trustees may deem appropriate. No such payment or distribution shall constitute an advance against any amount receivable by any person from any trust created by this article unless the Trustees shall otherwise provide in writing at the time of making such payment, and then only to the extent so provided.

(D). Any of the trusts created under this article may be terminated, in whole or in part, at any time after the termination of the trusts created under Article I or Article III, if such action is deemed advisable and for the best interests of such trust or trusts, or the Beneficiaries thereof, in the sole discretion of the Trustees whose judgment thereon shall be conclusive and free from question by anyone or in any court. In the event of such termination, the principal of each trust so terminated, together with the accrued, accumulated and undistributed income thereof, shall be paid over and distributed to that person with whose name such trust is designated. In giving the Trustees such discretion to terminate any such trust, the Donor recognizes that the interests of present and future Beneficiaries may be terminated upon the exercise of such discretion.

(E). If at any time after the termination of the trusts created by this article there shall be no Beneficiary eligible to receive the income or principal of any trust created by this article, the entire principal of such trust created by this article shall be paid and distributed to the persons then living who would have been the next of kin of the Donor if the Donor had died at that time.

(F). All interests, both in income and in principal, in all trusts created by this article are intended for the personal protection and welfare of the Beneficiaries thereof; no such interest shall be transferable, voluntarily or involuntarily, by the Beneficiary thereof nor subject to the claims of creditors or of a spouse or former spouse of such Beneficiary. In the event that the Trustees shall have notice or believe that the rights or interests of any Beneficiary in or to any part of the income or principal of any trust created by this article have been or may be diverted from the purpose of providing for the personal protection and welfare of such Beneficiary, whether by voluntary act or legal process, the Trustees shall not pay such income or principal to such Beneficiary, but may utilize so much thereof as the Trustees, in such Trustees' sole discretion, deem appropriate for the care, support, maintenance, education or other necessities of such Beneficiary, such utilization, if any, to be made as the Trustees deem appropriate under the circumstances.

(G). Any person may irrevocably disclaim and renounce any part or all of any gift made to such person by this article. Any such disclaimer and renunciation shall be effected in the manner required by applicable law. If any person disclaims and renounces as aforesaid all interest in all or any part of any gift made to such person by this article, all of such gift or all of such part shall be disposed of as if such person had not survived the Donor. If any person disclaims and renounces as aforesaid less than all interest in all or any part of any gift made to such person by this article, all of such gift or all of such part shall be held in trust otherwise as hereinabove provided.

(H). If, in the absence of this provision, any trust created under this article would at any time fail in whole or in part because of violation of any applicable rule against perpetuities, accumulation of profits, restraints on alienation, or remoteness of vesting, then such trust fund shall terminate as of the date preceding the termination of the permissible period prescribed by such rule, and the Trustees shall immediately distribute the principal of such trust fund to the person with whose name such trust is designated.

ARTICLE V.

The Donor or any other person or organization may, at any time other than when the trust is governed by Article III,  give, transfer or bequeath to this trust or to any separate trust fund created hereunder, either by inter vivos transfer or testamentary disposition, additional money or property of any kind acceptable to the Trustees, and in such event, such additional property shall become a part of the principal of the trust or trust fund to which it is given and shall be divided, allocated, administered and distributed as if it originally had been a part thereof. The Trustees may assume any obligation associated with any such property.

ARTICLE VI.

(A). If any person to whom any payment or distribution from any trust created by Article IV of this instrument is required or permitted by any provision of this instrument to be made is then a minor, incompetent or for any other reason incapable of receiving such payment or distribution, or if there is a substantial risk that such payment or distribution will be involuntarily diverted from benefitting such person, the Trustees may, but need not, from time to time, exercise any one or more of the following powers:

(1). Transfer property to the name of such person (as by depositing cash or registering securities in his name), whether or not such person is then able to exercise control over such property.

(2). Transfer property to any creditor of such person in discharge of any debts of such person.

(3). Use such payment or distribution to obtain goods or services for such person if any obligation of any other person is not thereby discharged.

(B). No such payment or distribution shall be made which would have the effect of satisfying any legal obligation of anyone other than such person nor shall any such payment or distribution be made to any donor or donor's spouse or to any spouse of a child of the Donor either individually or as a fiduciary.

(C). The receipt of any person to whom property is transferred pursuant to this article or other evidence of application made hereunder for the benefit of any Beneficiary shall fully discharge the Trustees from any further liability in connection with such payment or distribution.

(D). The determinations of the Trustees with respect to all matters referred to in this article shall be final.

(E). Nothing contained in this article shall authorize any Trustee to transfer any property to himself in a nonfiduciary capacity or to use any such payment or distribution to support or maintain any person whom he is obligated to support or maintain.

ARTICLE VII.

In allotting or making any division of or payment or distribution from any trust fund or any portion thereof for any purpose hereunder, the Trustees shall not be required to convert any property, real or personal, tangible or intangible, into money or to divide or apportion each or any item of property, but may, in the sole and absolute discretion of the Trustees, allot all or any part (including an undivided interest) of any item of property, real or personal, tangible or intangible, to any fund or to any beneficiary provided for by this instrument; or the Trustees may convert any property into any other form, it being the Donor's intent and purpose to leave all such divisions and apportionments entirely to the discretion of the Trustees with the direction merely that each fund, share, portion or part at any time created or provided for herein shall be constituted so that the same shall have the value, relative or absolute, designated by this instrument.

ARTICLE VIII.

Subject to the provisions and limitations herein expressly set forth in this instrument, the Trustees shall have the powers hereinbelow granted, in addition to all powers which are granted by applicable law. While it is the Donor's intention that the Trustees have broad and effective powers to carry out the provisions of this trust agreement, no power conferred upon any trustee by this article shall be exercised in such a manner as, in the aggregate, to deprive the Donor or any trust created hereunder of any otherwise available tax exemption, deduction or credit or to qualify for special treatment. The powers hereinbelow granted shall not be exhausted by any use thereof, but each shall be continuing; and each shall continue and be exercisable until all of the provisions of this trust agreement are fully executed. Any of the powers herein granted may be exercised without the license or authorization of any court or other legal authority. The determination of the Trustees with respect to whether to exercise or not to exercise any power shall be final. Such powers are the powers:

(1). To retain any and all stocks, bonds, notes, securities and other property, real or personal (but not wasting assets), comprising a part of the trust herein provided without liability for any decrease in the value thereof.

(2). For fair and adequate consideration, to sell, at public or private sale, exchange for like or unlike property, convey, lease for longer or shorter terms than the trust herein provided, and otherwise dispose of, any and all property, real or personal, held hereunder upon such terms and credits as the Trustees may deem proper, including specifically the power to sell or otherwise dispose of any such property for less than its acquisition or appraised value, without liability for any loss resulting from such disposition.

(3). For fair and adequate consideration, to invest any money held hereunder and available for investment in any and all kinds of securities or property except wasting assets, whether or not of the kind authorized by the common law or by the laws of any state or country to which they would, in the absence of this provision, be subject, and to form or join in forming any corporation and subscribe for and acquire stock in any corporation in exchange for money or other property.

(4). To invest and reinvest and retain the investment of the whole or any part of the trust fund or any and all of the proceeds from the disposition of any assets of any trust fund in any single security or other asset, or any limited number of securities or other assets, or any exchanged or merged or substitute or successor security or securities, or any single type or limited number of types of securities or other assets, without liability for any loss resulting from any lack of diversification; it being the intention hereby to free and absolve the Trustees from any and all obligation or liability for any lack of diversification of investments and assets held in the trust fund, or any loss resulting therefrom, regardless of whether such investments or assets were held or owned by the Donor at any time or whether they are exchanged or merged or successor or substitute investments for assets owned by the Donor or whether they are investments or assets acquired during the Donor's life or after the Donor's death by the Trustees.

(5). Subject to the express limitations of Article II of this agreement, to retain cash included in the trust fund without investment thereof for such period of time as the Trustees shall deem advisable, whenever the Trustees shall determine that it is inadvisable to invest such cash because of market conditions or for any other reason.

(6). To vote directly or by proxy at any election or stockholders' meeting any shares of stock held hereunder.

(7). To exercise or dispose of or reject any purchase rights arising from or issued in connection with any stock, securities or other property held hereunder.

(8). To repair, alter or demolish any existing building or structure and to erect any buildings and structures upon any real estate held hereunder.

(9). To effect fire, rent, title, liability, casualty or other insurance of such nature and in such form and amount as may be desirable upon any property held hereunder.

(10). To participate in any plan or proceeding for protecting or enforcing any right, obligation or interest arising from any property held hereunder or for reorganizing, consolidating, merging or adjusting the finances of any corporation issuing the same; to accept in lieu thereof any new property; to pay any assessment or expense incident thereto; to join in any voting trust agreement and to do any other act or thing which the trustees may deem necessary or advisable in connection therewith.

(11). To employ, upon such terms and with such discretionary powers as the Trustees may approve, servants, agents, custodians of securities or other property, accountants or other professional persons, and attorneys-at-law or in-fact, and to obtain the advice of any bank, trust company, investment counsel or any other institution or individual and permit books of account to be kept by any of the foregoing and pay for such services out of the trust fund profiting thereby, making such division as between principal and income thereof as the Trustees may deem just within the scope of generally accepted accounting principles.

(12). To collect, pay, abandon, contest, compromise or submit to arbitration any claim in favor of or against the trust fund, or any part thereof, or the Trustees.

(13). To borrow money for such periods of time and upon such terms and conditions as the Trustees may deem advisable for any purpose whatsoever, and the Trustees may mortgage or pledge such part or the whole of the trust fund as may be required to secure such loan or loans.

(14). To delegate from time to time the exercise of the Trustees' powers and duties, in whole or in part, to one or more other Trustees if any additional Trustee or Trustees are acting hereunder or to attorneys or agents, including in either case delegation of discretionary as well as ministerial powers and the delegation of the performance and execution of all acts and the exercise of all judgment and discretion in connection with the administration or performance of the trust.

(15). To manage and conduct or participate in the management or conduct of the affairs of any corporation, the stock of which may be held hereunder; to act as officer, director, attorney or employee of any such corporation or for the trust or Trustees and to receive reasonable compensation for acting as such; to vote such stock in favor of the increase or decrease of the capital of any such corporation and to take such action with regard to such stock in the interest of the trust as the Trustees in the Trustees' discretion may determine; and personally to own stock or be interested in any corporation or business in which the trust shall own stock or be interested.

(16). To hold stocks and other assets and to open bank accounts for deposits of money comprising a part of the trust fund in the individual name of a Trustee or the Trustees' nominee with or without disclosing any fiduciary relationship, and to employ custodians of securities or other property, and to permit such custodians to hold such securities or other property in their own name or in the name of a nominee, with or without disclosing any fiduciary relationship.

(17). To change the situs of the trust and of any property which is a part of the trust to any place in the United States of America.

(18). Until _________ the Donor in a nonfiduciary capacity may reacquire the trust corpus by substituting other property of an equivalent value.

ARTICLE IX.

This agreement and trust are specifically created as a _________ agreement and trust and the construction, validity and effect of this agreement and the rights and duties of the Beneficiaries and the Trustees hereof shall at all times be governed exclusively by the laws of the State of _________.

ARTICLE X.

This agreement may be executed in any number of counterparts, any one of which shall constitute the agreement between the parties.

ARTICLE XI.

(A). Unless the context requires otherwise, all words used in this instrument in the singular number shall extend to and include the plural, all words used in the plural number shall extend to and include the singular, and all words used in any gender shall extend to and include all genders.

(B). For all purposes under this instrument, adoption of a minor who is not an issue of the Donor by a person or persons shall have the same effect except for determining his age as if such minor were born to such person or persons on the date of his adoption.

(C). As used in this instrument, the terms "brother" and "sister" shall include persons who have acquired the designated relationship by the half as well as the whole blood, but shall be limited to persons related to the Donor by blood or adoption.

(D). As used in this instrument, the term "Trustees" shall include all those holding such office hereunder from time to time without regard to whether they were initially appointed, successor or additional Trustees.

(E). As used in this instrument, the term "children" means first generation offspring of the designated ancestor; the term "issue" means both children of the designated ancestor and lineal descendants indefinitely.

ARTICLE XII.

(A). _________ and _________ are hereby appointed initial Trustees hereunder. Any of said Trustees, or any successor Trustee, acting hereunder shall have the power, exercisable by the execution of a written instrument so specifying, to nominate and appoint such Trustee's immediate successor as Trustee hereunder. Such nomination may be changed by such nominating Trustee at any time while such Trustee is acting as Trustee hereunder. Any such nominated successor Trustee shall become a Trustee hereof whenever the nominating Trustee shall cease to serve as Trustee. In the event any Trustee acting hereunder shall cease to serve as Trustee and (1) has not effectively nominated such Trustee's immediate successor as Trustee or (2) if the so nominated successor Trustee shall, for any reason, not become a Trustee hereunder, then the remaining Trustee or Trustees then serving hereunder shall nominate and appoint such successor Trustee.

(B). Any individual or corporation at any time serving as Trustee hereunder may resign as Trustee of any trust or trusts created hereunder by delivering a written instrument to such effect signed by or on behalf of such Trustee to the Donor if the Donor is then living otherwise to the other Trustees then serving hereunder. Any such resignation shall be effective as of the date of completion of delivery of such instrument to such person or persons or as of such later date as shall be specified in such instrument.

(C). No bond or other security shall ever be required to be given or be filed by any Trustee hereunder for the faithful execution of his duty hereunder. If, notwithstanding the foregoing provision, a bond shall nevertheless be required, no sureties shall be required thereon.

(D). No Trustee hereunder shall be liable except for wilful malfeasance or bad faith.

(E). The vote of a majority of the Trustees entitled to act upon any matter shall be sufficient to govern any action.

IN WITNESS WHEREOF, _________, as Donor, and _________ and _________, as Trustees, have hereunto set their hands and seals.

In the Presence of: