TRUST AGREEMENT made ______________, 19__, between 
        _____________________(the "Grantor"), and ______________ and 
        _________________(the "Trustees").  

                1.  TRUST PROPERTY.  The Grantor, desiring to create 
        trusts for the benefit of his adult children and for other good 
        and valuable consideration, irrevocably assigned to the Trustees 
        of the property described in attached Schedule A (the "Trust 
        Property"), in trust, for the purposes and on the conditions 
        hereinafter stated.  

                2.  DISPOSITIVE PROVISIONS.  The Trustees shall hold the 
        property for the primary benefit of ___________________ 
        ______________________________________________, and the Trustees 
        shall hold, manage, and invest the trust property, and shall 
        collect and receive the income, and after deducting all necessary 
        expenses incident to the administration of the trusts, shall 
        dispose of the corpus and income of the trusts as follows: 

                (a)  The Trustees shall pay the entire net income of the 
        trust, quarter annually, to the beneficiaries of the trust, 
        provided that there shall be paid over absolutely to the 
        beneficiaries at age _______ the corpus of the trust.  

                (b)  If any of the beneficiaries shall die before 
        attaining the age of ______ years, the trust for his or her 
        benefit shall cease, and the corpus, together with any 
        undistributed income, shall be paid over absolutely to the issue 
        of the beneficiary then living per stirpes; but if there be no 
        issue, then to the other beneficiaries if living, either 
        outright, or, if the other beneficiary shall not have then 
        attained the age of _____ years, in trust, to be added to, held, 
        administered, and distributed as part of the trust for the other 
        beneficiary; but if the other beneficiary is not then living, 
        then absolutely to the then living issue of the other beneficiary 
        per stirpes; and if there is no issue, then to the estate of the 
        beneficiary for whom the trust was being held originally.  

                (c)  Notwithstanding anything contained to the contrary, 
        if at any time while the trusts are in force any financial 
        emergency arises in the affairs of either of the primary 
        beneficiaries of the trusts, or if the independent income of 
        either of the beneficiaries (exclusive of the income from any 
        trust created for his or her benefit by the Grantor) and all 
        other means of support are insufficient for the support of the 
        beneficiary, in the judgment of the Trustees, the Trustees shall 
        pay over to the beneficiary, solely out of the corpus of the 
        trust for his or her benefit, at any time and from time to time, 
        the sum or sums as the Trustees shall deem necessary or 
        appropriate in their discretion.  

                3.  TRUSTEES' POWERS.  In the administration of the 
        trusts, the Trustees shall have the following powers, all of 
        which shall be exercised in the fiduciary capacity, primarily in 
        the interest of the beneficiaries: 

                (a)  To hold and continue to hold as an investment the 
        property, of any additional property which may be received by 
        them, so long as they deem proper, and to invest and reinvest in 
        any securities or property, whether or not income-producing, 
        deemed by them to be for the best interest of the trusts and the 

                (b)  To rent or lease any property of the trusts for the 
        time and upon the terms and for the price or prices as in their 
        discretion and judgment may seem just and proper and for the best 
        interest of the trusts and the beneficiaries.  

                (c)  To sell and convey any of the property of the trusts 
        or any interest, or to exchange it for other property, for the 
        price or prices and upon the terms as in their discretion and 
        judgment may be deemed for the best interest of the trusts and 
        the beneficiaries.  

                (d)  To make all repairs and improvements at any time 
        deemed necessary and proper to and upon real property 
        constituting a part of the trusts.  

                (e)  To deduct, retain, expend, and pay out of any money 
        belonging to the trusts any and all necessary and proper expenses 
        in connection with the operation and conduct of the trusts.  

                (f)  To vote upon all securities belonging to the trusts, 
        and to become a party to any stockholders' agreements deemed 
        advisable by them in connection with the securities.  

                (g)  To consent to the reorganization, consolidation, 
        merger, liquidation, readjustment of, or other change in any 
        corporation, company, or association.  

                (h)  To compromise, settle, arbitrate, or defend any 
        claim or demand in favor of or against the trusts.  

                (i)  To incur and pay the ordinary and necessary expenses 
        of administration, including (but not by way of limitation) 
        reasonable attorneys' fees, accountants' fees, investment counsel 
        fees, and the like.  

                (j)  To act through an agent or attorney-in-fact, by and 
        under power of attorney duly executed by the Trustees, in 
        carrying out any of the authorized powers and duties.  

                (k)  To borrow money for any purposes of the trusts, or 
        incidental to their administration, upon their bond or promissory 
        note as trustees, and to secure their repayment by mortgaging, 
        creating a security interest in, or pledging or otherwise 
        encumbering any part or all of the property of the trusts.  

                (l)  To lend money to any person or persons upon the 
        terms and in the ways and with the security as they may deem 
        advisable for the best interest of the trusts and the 

                (m)  To engage in business with the property of the 
        trusts as sole proprietor, or as a general or limited partner, 
        with all the powers customarily exercised by an individual so 
        engaged in business, and to hold an undivided interest in any 
        property as tenant in common or as tenant in partnership.  

                (n)  To determine the manner in which the expenses 
        incidental to or in connection with the administration of the 
        trusts shall be apportioned as between corpus and income.   

                (o)  The Trustees may freely act under all or any of the 
        powers by this Agreement given to them in all matters concerning 
        the trusts, after forming their judgment based upon all the 
        circumstances of any particular situation as to the wisest and 
        best course to pursue in the interest of the trusts and the 
        beneficiaries, without the necessity of obtaining the consent or 
        permission of any interested person, or the consent or approval 
        of any court.  

                The powers granted to the Trustees may be exercised in 
        whole or in part, from time to time, and shall be deemed to be 
        supplementary to and not exclusive of the general powers of 
        trustees pursuant to law, and shall include all powers necessary 
        to carry them into effect.  

                4.  LIMITATION ON POWERS.  Notwithstanding anything 
        contained to the contrary, no powers enumerated or accorded to 
        trustees generally pursuant to law shall be construed to enable 
        the Grantor, or the Trustees or either of them, or any other 
        person, to sell, purchase, exchange, or otherwise deal with or 
        dispose of all or any parts of the corpus or income of the trusts 
        for less than an adequate consideration in money or monies worth, 
        or to enable the Grantor to borrow all or any part of the corpus 
        or income of the trusts, directly or indirectly, without adequate 
        interest or security.  

                5.  CORPUS AND INCOME.  The Trustees shall have the power 
        to determine the allocation of receipts between corpus and income 
        and to apportion extraordinary and share dividends between corpus 
        and income.  

                6.  TRUSTEES' AUTHORITY AND THIRD PARTIES.  No person 
        purchasing, renting, or leasing any of the property of the 
        trusts, or in any manner dealing with the trusts or with the 
        Trustees, shall be required to inquire into the authority of the 
        Trustees to enter into any transaction, or to account for the 
        application of any money paid to the Trustees on any account.  

                7.  ADDITIONAL PROPERTY.  The Grantor reserves the right 
        to himself or to any other person at any time, by deed or will, 
        to add to the corpus of either or both of the trusts, and any 
        property added shall be held, administered, and distributed as 
        part of the trust or trusts.  The additional property shall be 
        allocated between the trusts in accordance with any directions 
        given in the instrument of transfer.  

                8.  ACCOUNTING BY TRUSTEES.  The Trustees may render an 
        accounting at any time to the beneficiaries of the trust, and the 
        written approval of a beneficiary shall be final, binding, and 
        conclusive upon all persons then or thereafter interested in the 
        trust for that beneficiary.  The Trustees may at any time render 
        a judicial account of their proceedings for either or both of the 

                9.  COMPENSATION OF TRUSTEES.  The Trustees waive the 
        payment of any compensation for their services, but this waiver 
        shall not apply to any successor trustee who qualifies and acts 
        under this Agreement except that no person who adds to the corpus 
        of either or both of the trusts shall ever be entitled to any 

                10. SUCCESSOR TRUSTEES.  Either of Trustees shall have 
        the power to appoint his or her successor Trustee.  If either of 
        the named Trustees shall die, resign, become incapacitated, or 
        refuse to act further as Trustee, without having appointed a 
        successor Trustee, the other named Trustee may, but shall not be 
        required to, appoint a successor Trustee.  The appointment of a 
        successor Trustee shall be made by a duly acknowledged instrument 
        delivered to the primary beneficiaries and to the person, if any, 
        then acting as Trustee.  
                11.  BOND AND LIABILITY OF TRUSTEES.  Neither of the two 
        (2) named Trustees shall be required to give any bond or other 
        security.  The Trustees shall not be liable for any mistake or 
        error of judgment in the administration of the trusts, except for 
        willful misconduct, so long as they continue to exercise their 
        duties and powers in a fiduciary capacity primarily in the 
        interests of the beneficiaries.  

                12.  IRREVOCABILITY.  The trusts shall be irrevocable, 
        and the Grantor expressly waives all rights and powers, whether 
        alone or in conjunction with others, and regardless of when or 
        from what source he may have acquired such rights or powers, to 
        alter, amend, revoke, or terminate the trusts, or any of the 
        terms of this Agreement, in whole or in part.  By this instrument 
        the Grantor relinquishes absolutely and forever all his 
        possession or enjoyment of, or right to the income from, the 
        trust property, and all his right and power, whether alone or in 
        conjunction with others, to designate the persons who shall 
        possess or enjoy the trust property, or the income.  
                13.  SITUS.  This trust has been executed and delivered 
        in the State of ______________ and shall be construed and 
        administered according to the laws of that state.  

                In witness whereof the Grantor and the Trustees have 
        executed this Agreement in _________________.  



                                                        Form 609 


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