Living Trust

If the Grantor becomes incapacitated as determined by two licensed physicians who have personally examined the Grantor and provided written statements that the Grantor is unable to manage the Grantor's financial affairs, the Successor Trustee named in Article IX shall assume the duties of Trustee without court intervention. The determination of incapacity shall be made in the physicians' professional judgment and shall not require a judicial finding of incompetence or the appointment of a conservator or guardian.

During any period of the Grantor's incapacity, the acting Trustee shall use Trust income and, to the extent income is insufficient, Trust principal for the Grantor's health, education, maintenance, and support in the Grantor's accustomed manner of living. The Trustee shall give primary consideration to the Grantor's comfort and welfare and may consider the Grantor's prior standard of living, known wishes, and the needs of the Grantor's dependents in determining appropriate distributions.

Upon the death of the Grantor, the Trustee shall pay from the Trust estate all legally enforceable debts of the Grantor, expenses of the Grantor's last illness and funeral, costs of administration of the Trust estate, and any estate, inheritance, or death taxes assessed against the Grantor's estate or the Trust, unless the Grantor's pour-over will or other estate planning documents direct that such obligations be paid from a different source. The Trustee shall not be required to pay any debt that the Trustee reasonably believes to be invalid or unenforceable.

After payment of all debts, expenses, and taxes described in Section 6.1, the Trustee shall distribute the remaining Trust estate in accordance with the specific bequests set forth in Article VII and the residuary distribution provisions set forth in Article VIII. The Trustee shall make distributions as soon as reasonably practicable, but shall not be required to make any distribution until the Trustee has determined that adequate reserves have been established for the payment of all debts, expenses, taxes, and contingent liabilities.

The Grantor directs the Trustee to distribute the specific items of tangible personal property and specific monetary gifts listed on Schedule B attached hereto to the designated beneficiaries named therein. The Grantor may amend Schedule B at any time by executing a new Schedule B in writing and delivering it to the Trustee. In the event of a conflict between Schedule B and the provisions of this Trust Agreement, this Trust Agreement shall control.

If any item of specifically bequeathed property is not part of the Trust estate at the time of the Grantor's death, the specific bequest of that item shall be deemed adeemed and the designated beneficiary shall have no claim against the Trust estate for the value of such property. The Trustee shall not be required to purchase replacement property or make a compensating distribution to any beneficiary whose specific bequest has been adeemed.

After the distribution of all specific bequests under Article VII, the Trustee shall distribute the remaining Trust estate (the "Residuary Estate") to the residuary beneficiaries designated on Schedule C attached hereto, in the shares and proportions specified therein. The Grantor may amend Schedule C at any time in writing in accordance with the amendment procedures set forth in Article XIV.

If any residuary beneficiary predeceases the Grantor, such beneficiary's share shall be distributed to that beneficiary's then-living descendants, per stirpes, unless the Grantor has designated an alternative distribution scheme on Schedule C. If a predeceased beneficiary has no living descendants, that beneficiary's share shall be allocated proportionally among the remaining residuary beneficiaries.

If the Grantor ceases to serve as Trustee by reason of death, incapacity, resignation, or inability to act, the following individual shall serve as Successor Trustee: [First Successor Trustee Name]. If the first-named Successor Trustee is unable or unwilling to serve, the following individual shall serve as Successor Trustee: [Second Successor Trustee Name]. Each Successor Trustee shall assume office without the necessity of court appointment or the posting of any bond.

Any individual Trustee may resign by delivering thirty (30) days' written notice to the Grantor (if living and not incapacitated) and to all current adult beneficiaries of the Trust. The resignation shall take effect upon the earlier of the appointment of a successor or the expiration of the thirty-day notice period. The resigning Trustee shall provide a complete accounting to the successor Trustee and shall cooperate in the orderly transfer of Trust assets and records.

The Trustee shall have all powers conferred upon trustees by the laws of the governing state, including the Uniform Trust Code and the Uniform Prudent Investor Act as adopted in such state, in addition to the powers expressly granted in this Trust Agreement. Without limiting the generality of the foregoing, the Trustee shall have the power to buy, sell, exchange, lease, mortgage, pledge, option, and otherwise deal with Trust property on such terms and conditions as the Trustee deems advisable.

The Trustee shall invest and manage Trust assets as a prudent investor would, considering the purposes, terms, distribution requirements, and other circumstances of the Trust. The Trustee shall exercise reasonable care, skill, and caution in making investment decisions and shall diversify investments unless the Trustee reasonably determines that the purposes of the Trust are better served without diversification. The Trustee's investment decisions shall be evaluated not in isolation but in the context of the Trust portfolio as a whole.

While the Grantor serves as Trustee, the Grantor shall receive no compensation for serving in that capacity. Any Successor Trustee who is an individual shall be entitled to reasonable compensation for services rendered in administering the Trust, commensurate with the nature and complexity of the work performed and the prevailing rates for trust administration services in the Trust's situs.

Any corporate or institutional Trustee shall be entitled to compensation in accordance with its published fee schedule in effect at the time services are rendered, as amended from time to time. The Trustee shall provide written notice to all current adult beneficiaries of any change in its fee schedule at least thirty (30) days before such change takes effect.

Except as otherwise provided in this Trust Agreement or required by applicable law, no beneficiary shall have any right to anticipate, alienate, encumber, pledge, hypothecate, or assign any interest in the income or principal of the Trust, whether by voluntary or involuntary transfer, and no such interest shall be subject to the claims of any creditor, spouse, former spouse, or judgment holder of any beneficiary, or be subject to attachment, garnishment, execution, bankruptcy proceedings, or any other legal or equitable process.

If the Trustee determines that a beneficiary's interest in the Trust has been or may be subjected to a garnishment, attachment, lien, or other involuntary alienation by operation of law or act of a creditor, the Trustee may, in the Trustee's sole discretion, withhold any distribution that would otherwise be made to such beneficiary and instead apply such amounts directly for the beneficiary's health, education, maintenance, and support. The Trustee's exercise of this discretion shall be final and shall not be subject to review by any court.

The Grantor may designate a Trust Protector in a written instrument delivered to the Trustee. The Trust Protector shall serve in a fiduciary capacity and shall have the powers specifically granted in this Article but shall have no duty to monitor the Trustee or to exercise any power granted herein. The Trust Protector shall not be liable for any action taken or omitted in good faith, and shall be indemnified by the Trust estate for any liability arising from the good faith exercise of the Trust Protector's powers.

The Trust Protector shall have the power to: (a) remove and replace the Trustee for cause, including breach of fiduciary duty, self-dealing, or failure to administer the Trust in accordance with its terms; (b) approve or veto proposed distributions to beneficiaries where the Trustee has identified a potential conflict of interest; (c) modify the administrative provisions of the Trust to respond to changes in tax law, trust law, or the circumstances of the beneficiaries, provided that no modification shall alter the beneficial interests in a manner inconsistent with the Grantor's intent.

The Grantor reserves the absolute right to revoke this Trust in whole or in part at any time during the Grantor's lifetime, provided that the Grantor has legal capacity to do so. Revocation shall be effected by a written instrument signed by the Grantor and delivered to the Trustee. Upon complete revocation, the Trustee shall distribute the entire Trust estate to the Grantor or as the Grantor directs, free of the terms of this Trust Agreement.

The Grantor reserves the right to amend any provision of this Trust Agreement at any time during the Grantor's lifetime by a written instrument signed by the Grantor and delivered to the Trustee. An amendment may add, delete, or modify any provision of this Trust Agreement, including the designation of beneficiaries, the terms of distribution, the identity of the Trustee, and the administrative provisions of the Trust. No amendment shall require the consent of any beneficiary or Trustee.

This Trust Agreement and the administration of the Trust shall be governed by and construed in accordance with the laws of the state designated by the Grantor as the situs of the Trust, without regard to such state's conflict of laws principles. The initial situs of the Trust shall be the state of the Grantor's domicile at the time of execution of this Trust Agreement, unless the Grantor designates a different state in writing.

The Trustee may, with the consent of the Grantor (during the Grantor's lifetime) or the Trust Protector (after the Grantor's death), change the situs of the Trust to another state if the Trustee determines that such change would be in the best interests of the Trust and its beneficiaries. A change of situs shall be effected by a written instrument identifying the new situs state and shall take effect thirty (30) days after delivery of such instrument to all current adult beneficiaries.

Survivorship Requirement. A beneficiary must survive the Grantor by at least thirty (30) days in order to receive any distribution under this Trust Agreement. If a beneficiary fails to survive the Grantor by the required survivorship period, the beneficiary shall be deemed to have predeceased the Grantor for all purposes of this Trust Agreement, and the beneficiary's share shall be distributed in accordance with the alternate disposition provisions of this Trust.

Severability. If any provision of this Trust Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the remaining provisions of this Trust Agreement, which shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the Grantor's original intent.