Section 1. If the insured has no probate estate, or to the extent that the cash and readily marketable assets in his probate estate are insufficient, the trustee shall pay from the principal of the trust estate insured's funeral expenses, claims allowable against his estate, costs of administration including ancillary, and estate and inheritance taxes assessed by reason of his death, except that the amount, if any, by which the estate and inheritance taxes shall be increased as a result of the inclusion of property over which the insured may have power of appointment shall be paid by the person holding or receiving that property. Interest and penalties concerning any tax shall be paid and charged in the same manner as the tax. The trustee may make payment directly or to the legal representative of insured's estate, as the trustee deems advisable. The insured hereby waives all rights of reimbursement for any payments made pursuant to this section.

Assets or funds otherwise excludable in computing federal estate taxes shall not be used to make the foregoing payments, and life insurance proceeds shall be used only to the extent that other assets are not available. The insured recommends that assets sold by the trustee for that purpose be selected, to the extent practicable, so as to minimize the recognition by the trust estate of gain for federal income tax purposes.

The trustee shall make such elections under the tax laws as the trustee deems advisable, without regard to the relative interests of the beneficiaries. No adjustment shall be made between principal and income or in the relative interests of the beneficiaries to compensate for the effect of elections under the tax laws made by insured's executor or by the trustee.

Section 2. The trustee shall forthwith distribute to _________, herein referred to as "insured's wife," if she survives the insured all property which was included in insured's gross estate for federal estate tax purposes and which became a part of the trust estate hereunder but as to which a marital deduction would not be allowable for federal estate tax purposes by reason of the nature of the property.

Section 3. If insured's wife survives the insured, then commencing with the death of the insured the trustee shall pay the income from the trust estate in convenient installments, at least quarterly, to her during her lifetime.

The trustee may also pay to insured's wife such sums from principal as the trustee deems necessary or advisable from time to time for her health and maintenance in reasonable comfort, considering her income from all sources known to the trustee.

Section 4. The insured intends by this article to create a single trust of which a portion, herein referred to as the "marital portion," shall qualify for the federal estate tax marital deduction. The value of the marital portion at any time may be determined by multiplying the value of the trust estate at that time by the fraction then in effect. Commencing with insured's death and until the first distribution of principal pursuant to the provisions of Section 3, the numerator of the fraction shall be an amount equal to the maximum marital deduction allowable to insured's estate for federal estate tax purposes, less the aggregate amount of marital deductions, if any, allowed for interests in property passing or which have passed to insured's wife otherwise than by the terms of this article, and less also the amount, if any, required to increase insured's taxable estate to the maximum amount as to which, considering the unified credit and the credit for state death taxes allowable to insured's estate (except to the extent that state death taxes are thereby incurred or increased), there will be no federal estate tax payable by reason of the death of the insured, and the denominator shall be the value as finally determined for federal estate tax purposes of all interests in property which were included in insured's gross estate and which became a part of the trust estate hereunder, less the aggregate amount of any payments made pursuant to Section 1 and the value as so determined of any distribution made pursuant to Section 2 of this article. At the time of each payment of principal pursuant to the provisions of Section 3, the fraction shall be adjusted, first by restating it so that the numerator and the denominator are the values of the marital portion and of the trust estate, respectively, immediately prior to the payment, and then by subtracting the amount of the payment from both the numerator and the denominator, except that the numerator shall not be reduced below zero. Unproductive property shall not be held as an asset of the trust estate during the lifetime of insured's wife without her written consent.

Section 5. Upon the death of insured's wife if she survives the insured, the principal and accrued and undistributed income of the marital portion as then determined shall be held in trust hereunder or distributed to or in trust for such appointee or appointees (including the estate of insured's wife), with such powers and in such manner and proportions as she may appoint by her will making specific reference to this power of appointment. Insured's wife shall be deemed to have survived the insured if she and he die under such circumstances that there is no sufficient evidence that they died otherwise than simultaneously.

Section 6. After the death of insured's wife any part of the principal and accrued and undistributed income of the trust estate not effectively appointed (or after the death of the insured if his wife does not survive him, the trust estate) shall be held and disposed of as hereinafter provided, except that upon the death of insured's wife if she survives the insured and does not direct otherwise by her will, the trustee shall first pay from the principal of the marital portion, directly or to the legal representative of the estate of insured's wife as the trustee deems advisable, the amount by which the estate and inheritance taxes assessed by reason of the death of insured's wife shall be increased as a result of the inclusion of the marital portion in her estate for such tax purposes. The insured recommends that assets sold by the trustee to pay that amount be selected, to the extent practicable, so as to minimize the recognition by the trust estate of gain for federal income tax purposes.

Section 7. Until the time hereinafter fixed for distribution, the trustee shall pay so much or all of the income and principal of the trust estate to any one or more of insured's children from time to time living, in equal or unequal proportions and at such times as the trustee deems best, considering the needs, other income and means of support, and best interests of insured's children, individually and as a group, and any other circumstances and factors which the trustee deems pertinent, adding to principal any income not so paid. No payment of income or principal to a child of the insured shall be charged against the share hereinafter provided for the child or his or her descendants.

Section 8. If upon or whenever after the death of the survivor of the insured and his wife there is no living child of the insured under the age of 25 years, the trustee shall distribute the trust estate in equal shares to such of insured's children as shall then be living, except that the then living descendants of a deceased child of the insured shall take per stirpes the share which the child would have received if living, subject to postponement of possession as provided below.

Section 9. Each share of the trust estate which is distributable to a descendant who has not reached the age of 21 years shall immediately vest in the descendant, but the trustee shall (a) establish therewith a custodianship for the descendant under a Uniform Gifts to Minors Act, or (b) retain possession of the share as a separate trust until the descendant reaches the age of 21 years, meanwhile paying to or for the benefit of the descendant so much or all of the income and principal of the share as the trustee deems necessary or advisable from time to time for his or her health, maintenance in reasonable comfort, education (including postgraduate) and best interests, and adding to principal any income not so paid.

Section 1. Income or discretionary amounts of principal payable to a beneficiary who is incapacitated or under a legal disability may be paid by the trustee to the beneficiary, to his or her legal representative or custodian under a Uniform Gifts to Minors Act or to an adult relative or friend in reimbursement for amounts properly advanced for the benefit of the beneficiary, or may be expended by the trustee directly for the benefit of the beneficiary.

Section 2. The interests of beneficiaries in principal or income shall not be subject to the claims of any creditor, any spouse for alimony or support, or others, or to legal process, and may not be voluntarily or involuntarily alienated or encumbered. This provision shall not limit the exercise of any power of appointment.

Section 3. Income received after the last income payment date and undistributed at the termination of any estate or interest shall, together with any accrued income, be paid by the trustee as income to the persons entitled to the next successive interest in the proportions in which they take that interest.

Section 4. For convenience of administration or investment, the trustee may hold the several trusts as a common fund, dividing the income proportionately among them, assign undivided interests to the several trusts, and make joint investments of the funds belonging to them. The trustee may consolidate any separate trust with any other trust with similar provisions for the same beneficiary or beneficiaries.

Section 5. The trustee shall have power to invest and reinvest the trust property in bonds, stocks, notes or other property, real or personal, suitable for the investment of trust funds; to register property in the name of a nominee without restriction; to vote in person or by general or limited proxy, or refrain from voting, any corporate securities for any purpose, except that any security as to which the trustee's possession of voting discretion would subject the issuing company or the trustee to any law, rule or regulation adversely affecting either the company or the trustee's ability to retain or vote company securities, shall be voted as directed by the beneficiaries then entitled to receive or have the benefit of the income from the trust; to lease (for any period of time though commencing in the future or extending beyond the term of the trust), sell, exchange, mortgage or pledge any or all of the trust property as the trustee deems proper; to borrow from any lender, including a trustee hereunder individually; to employ agents, attorneys and proxies; to compromise, contest, prosecute or abandon claims; to divide or distribute in cash or in kind, or partly in each, or in undivided interests or in different assets or disproportionate interests in assets, to value the trust property for such purposes, and to sell any property in order to make division or distribution. The trustee may deal with, purchase assets from, or make loans to, the fiduciary of any trust made by the insured or any member of his family or a trust or estate in which any beneficiary under this agreement has an interest, though a trustee hereunder is such fiduciary, and may retain any property (including stock of any corporate trustee hereunder or of a parent or affiliate company) so purchased or at any time added to the trust, although not of a type, quality or diversification considered proper for trust investments. The trustee is authorized to establish out of income and credit to principal reasonable reserves for depreciation, obsolescence and depletion.

The trustee may transfer the situs of any trust property to any other jurisdiction as often as the trustee deems it advantageous to the trust, appointing a substitute trustee to itself to act with respect thereto; and in connection therewith, may delegate to the substitute trustee any or all of the powers given to the trustee, which may elect to act as advisor to the substitute trustee and shall receive reasonable compensation for so acting; and may remove any acting substitute trustee and appoint another, or reappoint itself, at will.

Section 6. The trustee shall render an account of its receipts and disbursements at least annually to each adult income beneficiary. The trustee shall be reimbursed for all reasonable expenses incurred in the management and protection of the trust and shall receive fair compensation for its services. The trustee's regular compensation shall be charged half against income and half against principal, except that the trustee shall have full discretion at any time or times to charge a larger portion or all against income without being limited to circumstances specified by state law.

Section 7. If at any time a trust hereunder has a market value as determined by the trustee of $50,000 or less, the trustee may in its discretion terminate the trust and distribute the trust property proportionately to the persons then entitled to receive or have the benefit of the income therefrom.

Section 8. No trust created hereby, or by exercise of a power of appointment hereunder, shall continue for more than 21 years after the death of the last to die of the insured and the beneficiaries in being at the death of the insured. Any property still held in trust at the expiration of that period shall immediately be distributed to the persons then entitled to receive or have the benefit of the income therefrom in the proportions in which they are entitled thereto, or if their interests are indefinite, then in equal shares.

Section 9. Any trustee may resign at any time by written notice to the insured if living, otherwise to each beneficiary then entitled to receive or have the benefit of the income from the trust. In case of the resignation, refusal or inability to act of any trustee, the insured if living, otherwise the beneficiary or a majority in interest of the beneficiaries then entitled to receive or have the benefit of the income from the trust, may appoint a successor trustee.

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. With the approval of the beneficiary or a majority in interest of the beneficiaries entitled to receive or have the benefit of the income from the trust, a successor trustee may accept the account rendered and the property received as a full and complete discharge to the predecessor trustee without incurring any liability for so doing.

The parent, guardian or conservator of a beneficiary under disability shall receive notice and have authority to act for such beneficiary under this section.

No trustee wherever acting shall be required to give bond or surety or be appointed by or account for the administration of any trust to any court.

Section 10. In disposing of any trust property subject to a power to appoint by will, the trustee may rely upon an instrument admitted to probate in any jurisdiction as the will of the donee or may assume that he or she died intestate if the trustee has no notice of a will within three months after his or her death.

(a). The owner or owners thereof reserve all available benefits, privileges, payments, dividends, surrender values, options and elections, including the right at any time or times to change the beneficiary, to pledge or assign the policy or its proceeds as collateral security for any loan which the owner or owners may obtain from any lender, including a trustee hereunder individually, and to withdraw the policy if deposited with the trustee, without any duty on the trustee to see to its return.

(b). The trustee need not pay or see to the payment of premiums or assessments on the policy.

(c). Upon the death of the insured thereunder the trustee shall take such action as the trustee deems best to collect the policy proceeds, paying the expense thereof from the trust estate, but the trustee need not enter into or maintain any litigation to enforce payment on the policy until indemnified to the trustee's satisfaction against all expenses and liabilities to which the trustee might thereby be subjected. The trustee may release the insurance company from its liability under the policy and make any compromise which the trustee deems proper.

(d). The insurance company shall not take notice of the provisions of this agreement or see to the application of the policy proceeds, and the trustee's receipt to the insurance company shall be a complete release for any payment made and shall bind every beneficiary under this agreement.

(e). The trust shall be operative with respect to the proceeds of the policy at the death of the insured thereunder, after deducting all charges by way of advances, loans or otherwise in favor of the owner or owners or any other person.