The Northern Trust Company of Delaware

Provisions for Delaware Trusts

NOTICE AND DISCLAIMER

Although the provisions in these materials are the product of much thought and effort, no sample
provision is a substitute for informed legal judgment. The attorney must make an independent
determination as to whether a particular provision herein is generally appropriate for a client and,
further, how it must be modified to meet any special circumstances and objectives of the client.
These provisions have been drafted based upon the application of Delaware law and no attempt
has been made to confirm their general applicability or validity under the laws of other
jurisdictions.

Northern Trust does not guarantee that the provisions in these materials effectively accomplish
their purpose, and it assumes no responsibility for the provisions or for their use. By using any
provision from these materials to draft a will or trust, the attorney acknowledges that the attorney
(and not Northern Trust) is responsible for any document that the attorney prepares based on
these materials.
Northern Trust will not necessarily update these materials at any time or from time to time.
© 2015 Northern Trust Corporation

All Rights Reserved except that permission is granted to attorneys to use any part or all
of the forms herein contained in the preparation of wills and trusts for clients.
1
 THE NORTHERN TRUST COMPANY OF DELAWARE
Provisions for Delaware Trusts

Table of Contents
Page

PROVISIONS TO BE INCLUDED IN ALL TRUSTS ..................................................4

I. TRUSTEE COMPENSATION .......................................................................................4

II. INVESTMENT IN AND RETENTION OF SECURITIES MANAGED, ISSUED,
UNDERWRITTEN OR DISTRIBUTED BY TRUSTEE OR AFFILIATE;
OTHER DEALINGS AND TRANSACTIONS WITH AFFILIATES .......4
III. EMPLOYMENT OF AND DEALINGS WITH AFFILIATED AGENTS,
INCLUDING BROKER-DEALERS AND OTHER AFFILIATED
CORPORATIONS .......................................................................................5
IV. GOVERNING LAW AND SELECTION OF FORUM ...............................................6
V. CHANGE OF TRUST SITUS .......................................................................................7
VI. PERPETUITIES SAVINGS CLAUSE ........................................................................7
VII. WAIVER OF ACCOUNTS; APPROVAL OF ACCOUNTS ....................................8

PROVISIONS TO BE INCLUDED IN TRUSTS WHERE NORTHERN IS TO ACT

AS A DIRECTED TRUSTEE AS TO INVESTMENTS ..............................................10

I. APPOINTMENT OF INVESTMENT ADVISER; EXONERATION OF TRUSTEE

AND INVESTMENT ADVISER. .............................................................10

PROVISIONS TO BE INCLUDED WHERE NORTHERN IS TO ACT AS A

DIRECTED TRUSTEE AS TO DISTRIBUTIONS .....................................................14

I. APPOINTMENT OF DISTRIBUTION ADVISER; EXONERATION OF TRUSTEE

AND DISTRIBUTION ADVISER............................................................14

PROVISIONS TO BE INCLUDED WHERE NORTHERN IS TO ACT AS A

DIRECTED TRUSTEE AS TO EITHER OR BOTH DISTRIBUTIONS AND/OR
INVESTMENTS ..............................................................................................................17

I. THE TRUSTEE AND THE ADVISERS –- GENERAL PROVISIONS .....................17

II. TRUSTEE LIABILITY AND INDEMNIFICATION PROVISIONS ........................18

PROVISIONS TO INCLUDE WHERE NORTHERN IS TO ACT AS AN

ADMINISTRATIVE TRUSTEE ONLY .......................................................................19

I. ADMINISTRATIVE TRUSTEE PROVISIONS ..........................................................19

PROVISIONS TO INCLUDE IN SPECIAL SITUATIONS .......................................23

2
I. SPECIAL HOLDINGS DIRECTION ADVISER .........................................................23
II. TRUST PROTECTOR .................................................................................................26
III. CLAIMS AGAINST TRUST ASSETS [ASSET PROTECTION TRUSTS ONLY] 27
IV. LIFE INSURANCE. ...................................................................................................28
V. CONFIDENTIALITY OF TRUST [FOR CONFIDENTIAL TRUSTS ONLY] ........30
VI. DETERMINATION OF EQUIVALENT VALUE FOR GRANTOR TRUSTS .......33
VII. DECANTING. ...........................................................................................................33
VIII. MODIFICATION PROHIBITION ..........................................................................34

SAMPLE LANGUAGE TO CONSIDER IN ANY TRUST ........................................35

I. RESIGNATION AND REMOVAL OF TRUSTEE AND APPOINTMENT OF

SUCCESSOR.............................................................................................35
II. CONFLICT OF INTERESTS WITH LENDING ........................................................36

III. WAIVER OF PRUDENT INVESTOR RULE, RULE AGAINST SELF-DEALING

AND DUTY OF LOYALTY .....................................................................37
IV. AMENDMENT OF ADMINISTRATIVE PROVISIONS ........................................38
V. AUTHORIZATION TO TERMINATE SMALL TRUSTS ........................................39

SAMPLE LANGUAGE TO CONSIDER WHEN NORTHERN IS TO ACT AS A

DIRECTED TRUSTEE AS TO INVESTMENTS ........................................................40

I. RESIGNATION, REMOVAL OF INVESTMENT ADVISERS AND

APPOINTMENT OF SUCCESSORS .......................................................40
II. INVESTMENT ADVISER COMPENSATION ..........................................................40

SAMPLE LANGUAGE TO CONSIDER WHERE NORTHERN IS TO ACT AS A

DIRECTED TRUSTEE AS TO DISTRIBUTIONS .....................................................42

I. STANDARD OF LIABILITY FOR DISTRIBUTION ADVISER ..............................42

II. RESIGNATION, REMOVAL OF DISTRIBUTION ADVISERS AND
APPOINTMENT OF SUCCESSORS .......................................................42
III. DISTRIBUTION ADVISER COMPENSATION ......................................................43

3
 THE NORTHERN TRUST COMPANY OF DELAWARE
Provisions for Delaware Trusts
PROVISIONS TO BE INCLUDED IN ALL TRUSTS
THE FOLLOWING PROVISIONS SHOULD BE INCLUDED IN EACH TRUST
INSTRUMENT UNDER WHICH THE NORTHERN TRUST COMPANY OF
DELAWARE WILL SERVE AS TRUSTEE. THESE PROVISIONS NEED NOT
APPEAR TOGETHER OR IN THE ORDER WHICH THEY APPEAR BELOW.

I. TRUSTEE COMPENSATION

A. [The Trustee shall be entitled to receive compensation for its services under
this Trust Agreement in accordance with an agreement between the Trustee
and the __________________. In the absence of such an agreement,]1
notwithstanding any other provision hereof or otherwise applicable law or in
equity, the Trustee (or any Affiliate thereof) shall be entitled, without notice to
or consent by any beneficiary or court and without any disclosure otherwise
required pursuant to 12 Del. C. § 3312(c) or otherwise applicable law, to
receive compensation for its services under this Trust Agreement in
accordance with its schedule of rates published from time to time and in effect
at the time the compensation is paid, including minimum fees and additional
compensation as stated therein, and except as required by law, such
compensation shall not be reduced by any compensation received by the
Trustee or its Affiliates for providing any of the additional services authorized
herein. The Grantor recognizes that such compensation may exceed the
compensation for such services in effect from time to time under the laws of
the State of Delaware.

II. INVESTMENT IN AND RETENTION OF SECURITIES MANAGED,

ISSUED, UNDERWRITTEN OR DISTRIBUTED BY TRUSTEE OR
AFFILIATE; OTHER DEALINGS AND TRANSACTIONS WITH
AFFILIATES

A. The Trustee is authorized, directly or at the direction of the Investment

Adviser, if one is serving, to invest in, retain or otherwise deal in any
securities or other property, real or personal (within or without the United
States), including without limitation: any security as defined by the Securities
Act of 1933, any contract of sale of a commodity for future delivery within
the meaning of the Commodity Exchange Act, shares or interests in any
private investment fund, private equity or venture capital fund, hedge fund,
common trust fund, joint venture, general or limited partnership, limited
liability company, statutory or common law trust, real estate investment trust

1
Bracketed portion of language is optional.
4
 or an open-end (including any mutual fund) or closed-end management type
investment company or unit investment trust, whether registered under the
Investment Company Act of 1940 or unregistered, any money market
instrument, bank deposit account (including but not limited to savings, time,
certificate of deposit and transaction accounts), precious metal, foreign
exchange, structured product, insurance contract, options, options on futures
and variable forward contracts, swaps, caps, collars and other derivative
instruments of a financial nature, notwithstanding the fact that the Trustee,
investment manager or custodian, its respective parent or any affiliate,
provides services (whether as manager, issuer, underwriter, distributor,
custodian, advisor, agent, or otherwise) with respect to any such investment
and further notwithstanding that the Trustee, investment manager, custodian
or its respective parent or any Affiliate may receive compensation with
respect to any such investment (in addition to Trustee's compensation), so
long as the total compensation received is reasonable, and neither the Trustee
nor the Investment Adviser shall have any duty to make the disclosure
described in Section 3312(c) of Title 12 of the Delaware Code or, to the
fullest extent permitted by law, pursuant to any other otherwise applicable
law. To the extent permitted by local law, this provision is intended to be a
specific override of any contrary provision of law prohibiting such additional
fees or otherwise requiring either a reduction in the Trustee's compensation or
investment advisory or other fees or commissions or an election between such
compensation and such additional fees or commissions. Any diversification
requirement under applicable law that would otherwise apply is expressly
negated and shall not apply to the trust.

III. EMPLOYMENT OF AND DEALINGS WITH AFFILIATED AGENTS,

INCLUDING BROKER-DEALERS AND OTHER AFFILIATED
CORPORATIONS

A. Conflicts of interest may arise by virtue of the powers granted to the Trustee
in this Trust Agreement. The Trustee is therefore expressly exempted from
the adverse operation of any rule of law that might otherwise apply to the
Trustee in the performance of its fiduciary duties by reason of conflict of
interest. Notwithstanding any duty otherwise existing hereunder or at law or
in equity, the Trustee shall have no greater burden to justify its acts as a
fiduciary by reason of conflict of interest than it would have in the absence of
any conflict.

B. The Trustee is authorized without notice to or consent by any beneficiary or

court and without any disclosure otherwise required pursuant to 12 Del. C. §
3312(c) or other applicable law, to engage any corporation, partnership,
limited liability company or other entity that is a subsidiary or affiliate of a
corporate trustee serving hereunder and/or any individual who is a partner,
director, member, manager, officer or employee of any such subsidiary or
affiliate (individually and collectively, an "Affiliate"), to act as agent of or
5
 render services to the trust, to delegate discretionary authority to any Affiliate
and to pay customary fees and compensation to such Affiliate without
reduction of any compensation paid to the Trustee. Subject to the Investment
Adviser's direction with respect to any investment powers set forth below, the
Trustee, and any Affiliate appointed by the Trustee, is hereby authorized:

C. To appoint one or more Affiliates to manage in its or their sole discretion the
investment of all or any portion of the trust's assets or to provide non-
discretionary investment advice;

D. To appoint one or more Affiliates to act as custodian of all or any portion of

the trust's assets and, in connection therewith, to cause such assets to be held
in any jurisdiction by or in the name of any nominee of the Trustee or an
Affiliate;

E. To engage one or more Affiliates to provide trust administration or

recordkeeping services for the trust;

F. To use, engage or hire any Affiliates as broker, dealer, principal or agent in the
purchase or sale of stocks, bonds or other securities or property for the
account of the trust;

G. To purchase from or sell to any Affiliate any stock, bonds or other securities
or property and to engage in agency cross transactions with any Affiliate, in
each case at such price and upon such terms as the Trustee and such Affiliate
may deem advisable;

H. To invest any funds in the trust in any stocks, bonds, or other securities or
property, real or personal, or whatsoever kind or nature, which may be
distributed, underwritten, managed or issued by or through an Affiliate, and
from which an Affiliate may receive fees or other compensation;

I. To make any investment or enter into any transaction which may directly or
indirectly benefit any Affiliate or in which any Affiliate has an interest; and

J. To grant proxies to any Affiliate or to exercise any voting or consent rights

pertaining to any securities or other property held in the trust in a manner
which may directly or indirectly benefit or advance the interests of any
Affiliate.

IV. GOVERNING LAW AND SELECTION OF FORUM2

A. This Trust Agreement shall be construed under, and the trusts created
hereunder shall be governed by, the laws of the State of Delaware. Any action
2
The trust instrument will need to specify that the governing law is Delaware and include a change of situs
provision. The suggested language is preferred but approved alternative provisions may also be used.

6
 or proceeding relating to this trust shall be brought and enforced in the Court
of Chancery of the State of Delaware.

1. Alternative: This Trust Agreement shall be construed under, and all

matters pertaining to the validity and construction of this Trust
Agreement and the trusts created hereunder shall be governed by,
__________ law. The administration of the trusts created by this Trust
Agreement shall be governed by [Delaware law][the law of the
jurisdiction in which the trust is being administered]. Any action or
proceeding relating to this trust shall be brought and enforced in the
Court of Chancery of the State of Delaware.

V. CHANGE OF TRUST SITUS

A. The situs of the trusts created hereunder shall be Delaware. The Trustee shall
have the power to remove all or part of the trust property or to change the situs
of administration of the trust from one jurisdiction to another (including
outside the United States) and to elect, by a separate acknowledged instrument
filed with the trust records, that the law of such other jurisdiction shall govern
the administration of the trust, provided that the Trustee shall not make such
an election if it would alter any beneficial interest under the trust. The
Trustee's authority to change the situs of administration of the trust and elect
that the laws of another jurisdiction shall thereafter govern the administration
of the trust does not impose a duty on the Trustee to monitor the laws of any
jurisdiction other than the jurisdiction in which the trust is then administered.

B. Alternative (if directed trust): At any time, the [Trust Protector/or other
advisor] may direct the Trustee to change the situs of any trust created
hereunder, by written instrument signed by the [Trust Protector/or other
advisor] and delivered to the Trustee. After receiving such written direction,
the Trustee shall, by written instrument filed with the records of such trust,
change the situs of such trust in accordance with such direction, and
thereafter, unless stated otherwise in the written direction, the laws governing
the administration of such trust shall be those of the new situs; provided that
the [Trust Protector/or other advisor] shall not make such an election if it
would alter any beneficial interest under the trust.

VI. PERPETUITIES SAVINGS CLAUSE3

A. The trusts created hereunder shall be perpetual to the fullest extent permitted
by Delaware law. If any trust created hereunder is deemed to be subject to the
law of a jurisdiction that has a rule against perpetuities or similar rule which
limits the period during which property can be held in trust, then such trust

3
The trust instrument will need to include a perpetuities savings provision. The suggested language is
preferred but approved alternative provisions may also be used.

7
 (other than a trust created by the exercise of a power of appointment conferred
hereunder which exercise commences a new rule against perpetuities period
under the law of such jurisdiction) shall terminate in all events upon the
expiration of the longest period that property may be held in trust under this
Trust Agreement under the law of such jurisdiction (including any applicable
period in gross, such as 21 years, 90 years or 110 years); provided, however,
that if the jurisdiction has a rule against perpetuities or similar rule which
applies only to certain types of property, such as real property, the provisions
of this Section shall apply only to such property. If under the law of such
jurisdiction the longest period that property may be held in trust may be
determined (or alternatively determined) with reference to the death of the last
survivor of a group of individuals in being upon the date of this Trust
Agreement, those individuals shall consist of _____________________.

VII. WAIVER OF ACCOUNTS; APPROVAL OF ACCOUNTS

A. The Trustee shall not be required to render annual or other periodic accounts
to any court, whether or not required by statute. The Trustee will have the
right, at the expense of the Trust, to prepare an accounting in accordance with
applicable court requirements and rules and to apply at any time to a court of
competent jurisdiction for judicial settlement of any account of the Trustee
whether or not previously settled as herein provided or for the determination
of any question of construction or for instructions. In any such action or
proceeding it will be necessary to join as parties solely the Trustee and [the
Grantor, or, if the Grantor is then deceased, the then living current permissible
adult beneficiaries of the Trust]4 [the then living current permissible adult
beneficiaries of the Trust] (although the Trustee may also join such other
parties as the Trustee may deem appropriate), and any judgment or decree
entered herein will be conclusive and binding on all persons at any time
interested in the Trust.

B. Within ninety days of the removal or resignation of a Trustee, or otherwise no

less frequently than annually, the removed Trustee, the resigning Trustee or
the Trustee, as applicable, shall provide the trust's income beneficiaries, or
their designated representatives, with a written account of the trust's
transactions for the immediately preceding reporting period. Unless within 60
days after the mailing of a written account a beneficiary asserts an objection to
a transaction disclosed in such account, the account shall be deemed to be as
conclusive and fully binding, and the Trustee rendering such account shall be
fully relieved and discharged in all respects, as if the account had been
approved in a judicial proceeding in which all persons interested in the trust
had appeared, either individually or by a representative under 12 Del. C. §
3547. All costs and expenses of any such accounting shall be paid by Trustee

4
This option may be appropriate in trust instruments, which contain silent trust provisions, or in asset
protection trusts.
8
from principal or income, or both, of the trust as it in its sole and absolute
discretion determines.

9
 PROVISIONS TO BE INCLUDED IN TRUSTS WHERE
NORTHERN IS TO ACT AS A DIRECTED TRUSTEE AS TO
INVESTMENTS
I. APPOINTMENT OF INVESTMENT ADVISER; EXONERATION OF
TRUSTEE AND INVESTMENT ADVISER.

A. Notwithstanding any other provision hereof, the Trustee shall only have the
duty to act with respect to all matters relating to the management and
investment of assets upon the written direction of the Investment Adviser.
The Trustee shall exercise the powers granted to it hereunder or by statute
relating (i) to buying, selling, retaining, leasing, exchanging, borrowing,
lending, guaranteeing, mortgaging, pledging or encumbering property held in
any trust hereunder, (ii) participation in voting trusts, incorporations,
reorganizations, consolidations, liquidations or mergers, (iii) the creation of
partnerships, limited liability companies, corporations, business trusts or other
business entities (including the transfer of any portion of the Trust estate to
any such entity) and the management of such business entities, (iv) voting and
exercising all rights of an equity holder or member or manager of any entity
owned (in whole or in part) or managed, directly or indirectly, by the trust,
including without limitation, subscription, conversion, option and similar
rights, and (v) opening accounts of the trust or an entity owned, in whole or in
part, by the trust, only upon receiving the written direction of the Investment
Adviser of such trust and the Trustee shall have no other duties to the trust, the
beneficiaries of the trust or the Investment Adviser of the trust relating to the
exercise of such powers.

B. Any written direction of the Investment Adviser shall be in a form acceptable

to the Trustee and, by providing such written direction, the Investment
Adviser shall be deemed to have certified to the Trustee (i) that the actions
directed to be taken by the Investment Adviser are authorized by the Trust
Agreement and applicable law, (ii) that the Investment Adviser has considered
and/or consulted with competent advisers regarding the potential
consequences of such actions, including (but not limited to) federal and state
tax consequences, (iii) that the implementation of such direction from the
Investment Adviser by the Trustee shall not cause the Trustee, in any
circumstance, to incur any personal liability, including the payment of any
liabilities of the trust or cause the Trustee to make any representation,
warranty, covenant, agreement or other obligation in its individual capacity
rather than as Trustee of the Trust as a result of such direction, (iv) that the
Trustee shall have no duty or responsibility to inquire into or examine whether
the exercise of such power by the Investment Adviser is authorized by the
Trust Agreement or applicable law, and (v) that the Investment Adviser shall
hold the Trustee harmless and indemnify the Trustee for any claims, losses,
10
 damages and costs (including reasonable attorneys' fees) arising out of or
relating to such certification by the Investment Adviser. To the extent that the
Investment Adviser delivers a written direction to the Trustee to instruct or
authorize any other person to act directly with respect to trust assets upon the
written direction of the Investment Adviser or any other person other than the
Trustee, the Trustee shall not be liable for any such direction or for the actions
taken pursuant to any such direction.

C. With regard to trust assets and trust liabilities over which the Investment
Adviser has responsibility and in addition to the Investment Adviser's duties
herein, the Investment Adviser shall have the duty (a) to confirm to the
Trustee, in writing, the value of trust assets and liabilities at least annually and
upon the request by the Trustee, (b) to direct the Trustee with respect to
making any representation, warranty or covenant required to be made in order
to maintain any investment, (c) to direct and instruct the Trustee on future
actions, if any, to be taken with respect to such representations, warrantees
and covenants and (d) to direct the Trustee to sign agreements and any other
documentation required in connection with the purchase of any investment
and the maintenance of any such investment. The Trustee shall be entitled to
rely upon the valuation provided by the Investment Adviser for all purposes in
administering the trust, without incurring any liability to any party, and shall
be under no obligation to inquire or to make any independent verification of
the information provided to the Trustee by the Investment Adviser.
Notwithstanding the foregoing, the Trustee shall have no duty hereunder to
request a valuation at any time, including upon the Investment Adviser's
failure to provide an annual valuation.

D. Notwithstanding any provision herein to the contrary, (i) the Trustee shall
have no duty or responsibility to inquire into or examine whether any actions
directed to be taken by the Investment Adviser are authorized by the Trust
Agreement or applicable law or result in any adverse tax consequence to the
Trust, the Grantor(s) of the Trust or any beneficiary of the Trust, and (ii) the
Trustee shall have no duty or responsibility to monitor or otherwise confirm
that the Investment Adviser is complying with his duties under this Trust
Agreement, and the Trustee shall not be liable to any person, including any
beneficiary, for any such breach resulting from its following the direction of
the Investment Adviser.

E. In reliance on the provisions of 12 Del. C. § 3313(a), the Grantor hereby

appoints __________________________ (the "Investment Adviser") as
Investment Adviser. By accepting an appointment to serve or act hereunder,
such Investment Adviser shall be deemed to have consented to submit to the
jurisdiction of each court in which jurisdiction and venue are proper to review
the administration of the trust and to be made parties to any proceedings in
each such court that place in issue the decisions or actions of the Investment
Adviser. The Investment Adviser shall exercise the Investment Adviser's
11
 functions in a fiduciary capacity and in a manner that the Investment Adviser
reasonably believes to be in accordance with the purposes of this Trust
Agreement. The Investment Adviser shall be deemed to have acted within the
scope of its authority, to have exercised reasonable care, diligence and
prudence, and to have acted impartially as to all persons interested unless the
contrary be proven by affirmative clear and convincing evidence, and in the
absence of such proof the Investment Adviser shall not be liable for loss
arising from depreciation or reduction in value of any property authorized to
be held or acquired. The Trustee and Investment Adviser shall not be liable
for the acts or defaults of each other or any other Trustee or adviser to the
Trust.

F. If at any time during the continuance of the Trust (i) a successor Investment
Adviser fails to be appointed or fails to accept its appointment in writing
within 30 days after the resignation, removal, disqualification or
unwillingness to serve of the Investment Adviser, or (ii) there shall be no
Investment Adviser of the Trust, then the Trustee shall petition the court
currently having jurisdiction over the Trust for an order which accepts the
resignation of the trustee and appoints a successor thereto. The Trustee shall
have no liability for the actions or omissions of any successor trustee so
appointed by the court. Any successor trustee so appointed shall have all of
the powers and discretions conferred in this Trust upon the original Trustee
and any and all costs incurred by the Trustee related to such proceeding,
including but not limited to attorney's fees and court costs, shall be considered
an expense of the Trust. During such time as there is no Investment Adviser
serving hereunder or qualified to serve hereunder, the Trustee shall have no
responsibility or duty to exercise any power subject to the direction of the
Investment Adviser and shall not be held liable for any act or omission
relating to the exercise or non-exercise of such powers. As specified in 12 Del.
C. § 3313(b), unless the Trustee has acted with wilful misconduct proven by
clear and convincing evidence in the court then having primary jurisdiction
over the trust, the Trustee shall incur no liability for any act or failure to act by
the Investment Adviser, or for acting on or implementing any direction of the
Investment Adviser, and it shall not be liable for any loss resulting from any
action taken by the Investment Adviser, or taken by it in accordance with a
direction of the Investment Adviser. As provided in 12 Del. C. § 3313(e), the
Trustee shall have no duty to monitor the conduct of the Investment Adviser,
provide advice to the Investment Adviser or consult with the Investment
Adviser or communicate with or warn or apprise any beneficiary or third party
concerning instances in which the Trustee would or might have exercised the
Trustee's own discretion in a manner different from the manner directed by
the Investment Adviser. Furthermore, in accordance with 12 Del. C. § 3302(e)
and § 3586, the Trustee shall have no liability under this Trust to any Trust
beneficiary or any other person whose interest arises under this Trust for the
Trustee's good faith reliance on this provision or any other provision of this
Trust Agreement concerning investment decisions (unless the Trustee has
12
acted with wilful misconduct proven by clear and convincing evidence in the
court then having primary jurisdiction over the Trust, which court shall be the
Delaware Court of Chancery for so long as Delaware remains the situs of the
Trust).

13
 PROVISIONS TO BE INCLUDED WHERE NORTHERN IS TO
ACT AS A DIRECTED TRUSTEE AS TO DISTRIBUTIONS

I. APPOINTMENT OF DISTRIBUTION ADVISER; EXONERATION OF

TRUSTEE AND DISTRIBUTION ADVISER.

A. Notwithstanding any other provision hereunder, Trustee shall only have the
duty to exercise its power to make discretionary distributions of income
and/or principal pursuant to Section(s) ___ hereof upon and in accordance
with the written direction of the "Distribution Adviser" of such trust. The
Trustee shall make only such distributions of net income or principal as the
Distribution Adviser directs or that are non-discretionary and mandated by the
terms of the Trust. Notwithstanding the foregoing or any other provision of
this Trust Agreement, if at any time a beneficiary of a trust created by or
pursuant to this Trust Agreement is serving as Distribution Adviser, such
beneficiary may only exercise the authority conferred pursuant to the terms of
this Trust Agreement to direct the Trustee to distribute income and/or
principal of the Trust to such beneficiary and his or her descendants for his,
her or their health, education, maintenance or support. In addition, such
beneficiary may not direct the Trustee to distribute income or principal to his
or her descendants if doing so would discharge a legal obligation of such
beneficiary.

B. Any distribution direction to the Trustee shall be in writing, delivered by mail,

courier, facsimile transmission, electronic mail, or otherwise in such form as
is acceptable to the Trustee and to such address as the Trustee may specify
from time to time by written instruction to the Distribution Adviser. The
Trustee shall have no obligation to investigate or confirm the authenticity of
directions it receives or the authority of the person or persons conveying them,
and the Trustee shall not be liable in relying on any such direction from a
person purporting to be acting on behalf of the Distribution Adviser without
further inquiry by the Trustee.

C. By providing a written direction to the Trustee, the Distribution Adviser shall

be deemed to have certified to the Trustee (i) that the actions directed to be
taken by the Distribution Adviser are authorized by the Trust Agreement and
applicable law, (ii) that the Distribution Adviser has considered and/or
consulted with competent advisers regarding the potential consequences of
such actions, including (but not limited to) federal and state tax consequences,
(iii) that the implementation of such direction from the Distribution Adviser
by the Trustee shall not cause the Trustee, in any circumstance, to incur any
personal liability, (iv) that the Trustee shall have no duty or responsibility to
inquire into or examine whether the actions directed to be taken by the
Distribution Adviser are authorized by the Trust Agreement or applicable law,
and (v) that the Distribution Adviser shall hold the Trustee harmless and

14
 indemnify the Trustee for any claims, losses, damages and costs (including
reasonable attorneys' fees) arising out of or relating to such certification by the
Distribution Adviser. The Trustee shall have no duty or responsibility to
review the beneficiaries' needs or requests for income or principal
distributions, make any recommendation with respect to such distributions,
solicit any direction from the Distribution Adviser, calculate the impact of any
distribution on the likely duration of the trust or ensure the equality or
impartiality of distributions among the beneficiaries. The Trustee shall not
have any duty or responsibility to review whether the Distribution Adviser is
satisfying its responsibilities hereunder.

D. Notwithstanding any provision herein to the contrary, (i) the Trustee shall
have no duty or responsibility to inquire into or examine whether any actions
directed to be taken by the Distribution Adviser are authorized by the Trust
Agreement or applicable law or result in any adverse tax consequence to the
Trust, the Grantor(s) of the Trust or any beneficiary of the Trust, and the
Trustee shall not be liable to any person, including any beneficiary, for any
such breach or consequence resulting from its following the direction of the
Distribution Adviser.

E. Initially, the Distribution Adviser of each of the trusts created hereunder shall
be _________________, so long as [he/she] is willing and able to act as the
Distribution Adviser. If at any time __________________ is not willing or
able to act as Distribution Adviser, then the Distribution Adviser of such trust
shall be such individual or entity appointed by __________________. If no
such appointment is made within 30 days after the resignation, removal or
unwillingness to serve of the Distribution Adviser, then the Trustee may
petition the court having jurisdiction over the trust to appoint a successor
Distribution Adviser to serve and any costs relating to the petition, including,
without limitation, attorneys' fees and court costs, shall be borne by the trust.
During such time as there is no Distribution Adviser serving hereunder,
Trustee shall not be held liable for any act or omission related to the
distribution powers subject to the direction of the Distribution Adviser.

F. The Distribution Adviser of each trust hereunder shall exercise the

Distribution Adviser's functions in a fiduciary capacity and in a manner that
the Distribution Adviser reasonably believes to be in accordance with the
purposes of this Trust Agreement. The Distribution Adviser shall be under no
duty to inquire into or to ensure the performance by Trustee of its duties and
shall not be liable for any loss to such trust (unless such loss results from
actions in bad faith or wilful misconduct of such Distribution Adviser).

G. As provided in 12 Del. C. § 3313(b), absent wilful misconduct proven by clear

and convincing evidence in the court then having primary jurisdiction over the
Trust, the Trustee shall incur no liability for any act or failure to act by the
Distribution Adviser, or for acting on a direction of the Distribution Adviser,

15
and Trustee shall not be liable for any loss to the trust or any claim of
inequality, partiality or unreasonableness resulting from any action taken in
accordance with the direction of the Distribution Adviser. As provided in 12
Del. C. § 3313(e), the Trustee shall have no duty to monitor the conduct of the
Distribution Adviser, provide advice to the Distribution Adviser or consult
with the Distribution Adviser or communicate with or warn or apprise any
beneficiary or third party concerning instances in which the Trustee would or
might have exercised the Trustee’s own discretion in a manner different from
the manner directed by the Distribution Adviser. The Trustee and the
Distribution Adviser shall not be liable for the acts or defaults of each other.
Furthermore, in accordance with 12 Del. C. § 3302(e) and § 3586, the Trustee
shall have no liability under this Trust to any Trust beneficiary or any other
person whose interest arises under this Trust for the Trustee's good faith
reliance on the provisions of this Article or any other provision of this Trust
Agreement concerning distribution decisions (unless the Trustee has acted
with wilful misconduct proven by clear and convincing evidence in the court
then having primary jurisdiction over the Trust, which court shall be the
Delaware Court of Chancery for so long as Delaware remains the situs of the
Trust).

16
 PROVISIONS TO BE INCLUDED WHERE NORTHERN IS TO
ACT AS A DIRECTED TRUSTEE AS TO EITHER OR BOTH
DISTRIBUTIONS AND/OR INVESTMENTS

I. THE TRUSTEE AND THE ADVISERS –- GENERAL PROVISIONS

A. The Trustee shall have no obligation to investigate or confirm the authenticity

of any investment direction, distribution direction or other direction it receives
from any Adviser acting under this Trust Agreement, or the authority of the
person or persons conveying such direction.

B. To the extent that more than two persons are serving concurrently as an
Adviser in the same capacity, an affirmative vote of a majority of such
Advisers must be reached with respect to any decision, action taken or
direction given. Otherwise, such Advisers must act unanimously.
Notwithstanding the foregoing, to the extent that more than one person is
serving as an Adviser hereunder, such Co-Advisers may designate, by written
instrument executed by all Co-Advisers (the "Designation Instrument"), one
Co-Adviser to convey all written directions to the Trustee (the "Designated
Adviser"). A copy of the Designation Instrument shall be provided to the
Trustee for its records. Until otherwise advised in writing by all Co-Advisers,
the Trustee shall be entitled to rely on the designation set forth in the
Designation Instrument and shall not be liable to any person for any loss or
breach hereunder for acting in accordance with any direction provided by the
Designated Adviser.

C. No successor Trustee shall be required to examine the acts of any prior

Trustee, and any successor Trustee shall be responsible only for those assets
which are actually delivered to such Trustee. After the transfer and delivery
of the property held in such trust to a successor Trustee, the prior Trustee of
such trust shall have no further liability or responsibility with respect to such
property.

D. [Optional: No successor Adviser shall be required to examine the acts of any

prior Adviser, and any successor Adviser shall be responsible only for actions
it takes and directions it gives subsequent to its appointment.]

E. Notwithstanding any otherwise applicable law or in equity, unless the Trustee

or an Adviser has written notice of an event affecting the beneficial interests
in the trust, neither the Trustee nor the Adviser shall incur any liability for
acting as though such event had not occurred.

F. To the extent the provisions of this Trust Agreement restrict, modify or

eliminate the duties and liabilities of the Trustee that would otherwise apply at
law, in equity or otherwise, such provisions shall supersede and replace such
otherwise applicable duties and liabilities.
17
II. TRUSTEE LIABILITY AND INDEMNIFICATION PROVISIONS

A. Each person acting as Trustee shall be presumed to have acted within the
scope of its authority, to have exercised reasonable care, diligence and
prudence, and to have acted impartially as to all persons unless it be
affirmatively shown that such person acted in a manner that constitutes wilful
misconduct. Except as otherwise provided herein, Trustee shall be personally
liable only for its own wilful misconduct. No Trustee shall be liable for
making any delegation with reasonable care. Trustee shall have no duty to
offer to the trust any business opportunities that become available to it,
individually or in any other capacity. Trustee shall not be liable for its
reliance on (i) any apparently valid documents and certifications including,
but not limited to, tax reports and other tax information provided to Trustee by
any entity in which the Trust holds an ownership interest; (ii) the opinions of
counsel or any accountant or advisor to any trust; and (iii) any valuation of
trust assets (including any supporting documentation with respect thereto)
provided by the [Investment Adviser/Distribution Adviser].

B. Each person acting as Trustee (or any officer, affiliate, director, employee, or
agent of a Trustee, each an ("Indemnified Person")) shall be entitled to
indemnification from the trust, to the fullest extent permitted by law, from and
against any and all losses, claims, taxes, damages, reasonable expenses, and
liabilities (including liabilities under state or federal securities or tax laws) of
any kind and nature whatsoever (collectively, "Expenses"), to the extent that
such Expenses arise out of or are imposed upon or asserted against such
Indemnified Persons with respect to the creation, operation or termination of
the Trust, the execution, delivery or performance of this Trust Agreement or
the transactions contemplated hereby, except as a result of the wilful
misconduct of such Indemnified Person.

C. As used in this Trust Agreement, the term "wilful misconduct" shall have the
same meaning given to such term in 12 Del. C. § 3301(g).

18
 PROVISIONS TO INCLUDE WHERE NORTHERN IS TO
ACT AS AN ADMINISTRATIVE TRUSTEE ONLY
I. ADMINISTRATIVE TRUSTEE PROVISIONS. [For use only when The
Northern Trust Company of Delaware is serving solely as the administrative
trustee.]

A. It is intended that each trust created under this Trust Agreement have its situs
as, be governed by the laws of, and be administered in the State of Delaware.
THE NORTHERN TRUST COMPANY OF DELAWARE is hereby
appointed as the initial Administrative Trustee (and it or any successor
Administrative Trustee who may accept its appointment under this Trust
Agreement is referred to herein as the "Administrative Trustee"). The
Administrative Trustee shall act in a fiduciary capacity but shall not be a
Trustee or co-Trustee except to the extent and for the limited purposes
described in this Section __. Accordingly, no reference in this Trust
Agreement to the "Trustee, "co-Trustee" or "Trustees" shall include, or be
deemed to refer to, the Administrative Trustee.

B. The Administrative Trustee may resign at any time and for any reason by
delivering an acknowledged instrument to that effect to the Grantor or, after
the Grantor's death or incapacity, to each adult beneficiary eligible to receive
distributions of income (whether discretionary or mandatory) from the trust.
If there are no adult beneficiaries, the instrument of resignation shall be
delivered to the parent or legal guardian of each minor beneficiary eligible to
receive distributions of income (whether discretionary or mandatory) from the
trust. Such resignation shall state the effective date.

C. The Administrative Trustee may be removed or replaced at any time, with or

without cause, by the Grantor or, if the Grantor is incapable of acting, by a
majority in number of the adult beneficiaries eligible to receive distributions
of income (whether discretionary or mandatory) from the trust or, if none, by
a majority in number of the minor beneficiaries (each such beneficiary acting
through his parent or legal guardian) eligible to receive distributions of
income (whether discretionary or mandatory) from the trust. If, upon the
removal of the Administrative Trustee, no successor Administrative Trustee
designated by this Trust Agreement qualifies to act, the individual(s) who
remove such Trustee shall appoint a successor Trustee (other than the
Grantor); provided, however, that such successor Administrative Trustee may
not be related or subordinate to the person or persons making such
appointment, within the meaning of § 672(c) of the Internal Revenue Code.

D. Notwithstanding anything in this Trust Agreement to the contrary, the

Administrative Trustee shall only have the following exclusive duties, which
shall all be carried out in the State of Delaware or such other jurisdiction as

19
 the Trustees shall, from time to time, select as the situs of the trust:

1. To maintain bank accounts, brokerage accounts and other custody

accounts which receive Trust income and contributions and from which
Trust expenditures and distributions are disbursed.

2. To maintain storage of tangible personalty and evidence of intangible

trust property.

3. To maintain trust records.

4. To maintain an office for Trustee meetings and other trust business.

5. To originate, facilitate and review trust accountings, reports and other

communications with the Grantor, any co-Trustees, beneficiaries and
unrelated third parties, except as specifically provided otherwise in this
Trust Agreement.

6. To respond to inquiries concerning the trust from the Grantor, any co-
Trustees, beneficiaries and unrelated third parties.

7. To execute documents with respect to trust account transactions.

8. To retain accountants, attorneys, investment counsel, agents and

other advisors in connection with the performance of its duties under this
Section.

E. Other than as explicitly set forth above, the Administrative Trustee shall have
no duties, obligations, or authority and the Trustee and any co-Trustees
serving, from time to time, need not obtain the consent of or consult with the
Administrative Trustee prior to exercising their powers or performing their
duties under this Trust Agreement. The Administrative Trustee shall only
participate in transactions under which it does not have discretionary authority
hereunder upon receiving written direction of the [Investment
Adviser/Trustee(s)]. Any such written direction shall be in a form acceptable
to the Administrative Trustee and, by providing such written direction, the
[Investment Adviser/Trustee(s)] shall be deemed to have certified to the
Administrative Trustee (i) that the actions directed to be taken by the
[Investment Adviser/Trustee(s)] are authorized by the agreement and
applicable law, (ii) that the [Investment Adviser/Trustee(s)] has considered
and/or consulted with competent advisers regarding the potential
consequences of such actions, including (but not limited to) federal and state
tax consequences, (iii) that the implementation of such direction from the
[Investment Adviser/Trustee(s)] by the Administrative Trustee shall not cause
the Administrative Trustee, in any circumstance, to incur any personal
liability, including the payment of any liabilities of the trust or cause the
Trustee to make any representation, warranty, covenant, agreement or other
20
 obligation in its individual capacity rather than as Trustee of the Trust as a
result of such direction, (iv) that the Administrative Trustee shall have no
duty, responsibility or authority to inquire into or examine whether the
exercise of such power by the [Investment Adviser/Trustee(s)] is authorized
by the Trust Agreement or applicable law, and (v) that the [Investment
Adviser/Trustee(s)] shall hold the Administrative Trustee harmless and
indemnify the Administrative Trustee for any claims, losses, damages and
costs (including reasonable attorneys' fees) arising out of or relating to such
certification by the [Investment Adviser/Trustee(s)].

F. Notwithstanding any provision herein to the contrary, the Administrative

Trustee shall have no duty or responsibility to inquire into or examine whether
any actions directed to be taken by the [Investment Adviser/ Trustee(s)] are
authorized by the Trust Agreement or applicable law or result in any adverse
tax consequence to the Trust, the Grantor(s) of the Trust or any beneficiary of
the Trust, and the Administrative Trustee shall not be liable to any person,
including any beneficiary, for any such breach or consequence resulting from
its following the direction of the [Investment Adviser/ Trustee(s)].

G. Whenever, pursuant to the terms of this Trust Agreement, the Administrative

Trustee acts or fails to act at the direction of any person authorized by the
terms of this Trust Agreement to direct the Administrative Trustee as to any
particular matter, then notwithstanding any other provision of this Trust
Agreement or otherwise existing provision of law or in equity, (i) as provided
in 12 Del. C. § 3313, the Administrative Trustee shall not be liable for any
loss resulting from such acts except in cases of wilful misconduct and (ii) to
the extent any such action concerns a matter outside the scope of 12 Del. C. §
3313, in accordance with 12 Del. C. § 3303, the Administrative Trustee shall
have no liability under this Trust Agreement except for the Administrative
Trustee's own wilful misconduct.

H. In performing its duties as Administrative Trustee, the Administrative Trustee

shall have no liability hereunder except on account of the Administrative
Trustee's own wilful misconduct proved by clear and convincing evidence in
the court then having primary jurisdiction over the trust. An Administrative
Trustee shall not be personally liable for making any delegation that is
authorized under this Trust Agreement, nor for any action taken without such
Administrative Trustee's express agreement, nor for any failure to act absent
wilful misconduct. The Administrative Trustee shall not be liable for relying
absolutely on (i) any apparently valid documents and certifications including,
but not limited to, tax reports and other tax information provided to the
Administrative Trustee by any entity in which the trust fund holds an
ownership interest; (ii) the opinions of counsel or any accountant to any trust;
and (iii) any valuation of trust assets (including any supporting documentation
with respect thereto) provided by the [Investment Adviser][other Trustee(s)].

21
I. Every act done, power exercised or obligation assumed by the Administrative
Trustee pursuant to the provisions of this Trust Agreement shall be held to be
done, exercised or assumed, as the case may be, by the Administrative Trustee
acting in a fiduciary capacity and not otherwise, and every person, firm,
corporation or other entity contracting or otherwise dealing with the
Administrative Trustee shall look only to the funds and property of the trust
for payment under such contract or payment of any money that may become
due or payable under any obligation arising under this Trust Agreement, in
whole or in part, and the Administrative Trustee shall not be individually
liable therefor even though the Administrative Trustee did not exempt
himself, herself or itself from individual liability when entering into any
contract, obligation or transaction in connection with or growing out of the
trust fund.

J. The decision of any Administrative Trustee hereunder with respect to the

exercise or nonexercise by such Administrative Trustee of any power
hereunder, or the time or manner of the exercise thereof, made in good faith,
shall fully protect such Administrative Trustee and shall be final, conclusive
and binding upon all persons interested in the Trust or the income therefrom.
No Administrative Trustee acting hereunder shall be responsible for any error
of judgment or mistake of fact or law.

K. The Administrative Trustee shall be entitled to receive compensation for its

services as Administrative Trustee in accordance with any written agreement
then in effect between the [Trustee/Investment Adviser] and the
Administrative Trustee, or, if no such written agreement exists, the
Administrative Trustee shall be entitled to receive from the income or
principal of the trust or trusts with respect to which it shall be so acting
compensation for its services in an amount to be determined from time to time
by the application of the current prevailing rates then charged by the
Administrative Trustee for acting as an Administrative Trustee. Such
compensation may exceed the compensation for such services in effect from
time to time under the laws of the State of Delaware and may be paid without
court approval.

L. No bond or other security shall be required for any reason whatsoever of any
Administrative Trustee named herein or appointed as herein provided.

M. Notwithstanding any other provision herein to the contrary, for so long as

THE NORTHERN TRUST COMPANY OF DELAWARE serves as
Administrative Trustee hereunder, it shall serve solely as the Administrative
Trustee hereunder and it shall only have the duties, obligations and authority
of an Administrative Trustee hereunder.

22
 PROVISIONS TO INCLUDE IN SPECIAL SITUATIONS

I. SPECIAL HOLDINGS DIRECTION ADVISER

A. Notwithstanding any other provision herein, in the case of Special Assets (as
defined below), the Trustee shall, and shall only have a duty to, exercise the
investment powers granted to it herein only upon receiving the written
direction of the Special Holdings Direction Adviser of such trust. Any bank
or trust company acting as a Trustee hereunder (sometimes hereinafter, the
"Trust Company"), including The Northern Trust Company of Delaware, as
Trustee shall not be authorized to make, nor shall it be responsible or liable
for, decisions regarding the retention or disposition of Special Assets or as to
voting any proxies, consents or other actions to be taken with respect thereto.
The Special Holdings Direction Adviser at any time acting shall have the sole
and exclusive authority, liability and responsibility hereunder with respect to
such Special Assets (including, but not limited to, "investment decisions" (as
that term is defined in 12 Del. C. § 3313(d)) (the "Special Holding Investment
Powers"), and the Trust Company shall have no responsibility to the Trust,
any beneficiary or any other person for any action taken or any omission made
by or at the direction of such Special Holdings Direction Adviser with respect
to the Special Assets for so long as the Special Assets are assets of such trust.
Any such written direction shall be in a form acceptable to the Trustee and, by
providing such written direction, the Special Holdings Direction Adviser shall
be deemed to have certified to the Trustee (i) that the actions directed to be
taken by the Special Holdings Direction Adviser are authorized by the Trust
Agreement and applicable law, (ii) that the Special Holdings Direction
Adviser has considered and/or consulted with competent advisers regarding
the potential consequences of such actions, including (but not limited to)
federal and state tax consequences, (iii) that the implementation of such
direction from the Special Holdings Direction Adviser by the Trustee shall not
cause the Trustee, in any circumstance, to incur any personal liability,
including the payment of any liabilities of the trust or cause the Trustee to
make any representation, warranty, covenant, agreement or other obligation in
its individual capacity rather than as Trustee of the Trust as a result of such
direction, (iv) that the Trustee shall have no duty or responsibility to inquire
into or examine whether the exercise of such power by the Special Holdings
Direction Adviser are authorized by the Trust Agreement or applicable law,
and (v) that the Special Holdings Direction Adviser shall hold the Trustee
harmless and indemnify the Trustee for any claims, losses, damages and costs
(including reasonable attorneys’ fees) arising out of or relating to with such
certification by the Special Holdings Direction Adviser. "Special Assets" are
(i) any assets so designated by the Special Holdings Direction Adviser; and
(ii) any other assets so designated by the Trust Company as to which at any
time the Trust Company or any of its Affiliates determines that it is or might
be inappropriate or inadvisable for it to accept, have discretion over, dispose

23
 of or otherwise control or act with respect to. Any such designation made by
the Trust Company shall not be deemed to be an exercise of the Trust
Company's power, authority, control over or discretion with respect to such
assets. Notwithstanding any provision herein to the contrary, the Trustee shall
have no duty or responsibility to inquire into or examine whether any actions
directed to be taken by the Special Holdings Direction Adviser are authorized
by the agreement or applicable law or result in any adverse tax consequence to
the Trust, the Grantor(s) of the Trust or any beneficiary of the Trust, and the
Trustee shall not be liable to any person, including any beneficiary, for any
such breach resulting from its following the direction of the Special Holdings
Direction Adviser.

B. With regard to trust assets over which the Special Holdings Direction Adviser
has investment responsibility and in addition to the Special Holdings
Direction Adviser's duties herein, the Special Holdings Direction Adviser
shall have the duty (a) to confirm to the Trustee, in writing, the value of the
trust assets over which [he/she/it] has control at least annually and upon
request by the Trustee, (b) to manage or participate in the management of any
entity constituting a Special Asset of the Trust, to the extent such entity's
governing instruments or applicable law require or permit the Trust to manage
the same, (c) to direct the Trustee with respect to making any representation,
warranty or covenant required to be made in order to make and/or maintain
any Special Asset and (d) to direct and instruct the Trustee on the future
actions, if any, to be taken with respect to such representations, warranties and
covenants.

C. The initial Special Holdings Direction Adviser shall be

_______________________. During any period that The Northern Trust
Company of Delaware is the Trustee, the Special Holdings Direction Adviser,
if an individual, may not be a director, partner, employee, or spouse of a
director, partner or employee of the Trust Company or any of its affiliates or
successors.

D. It is intended that a directed trust with respect to the Special Assets be created
and, in this regard, the Trustee shall not be under any duty to inquire into or
monitor such Special Assets or the directions of the Special Holdings
Direction Adviser, and shall not be liable for any act or failure to act by the
Special Holdings Direction Adviser, or for acting or ceasing to act at the
direction of the Special Holdings Direction Adviser or with respect to the
Trustee's implementation of any direction by the Special Holdings Direction
Adviser except in cases of wilful misconduct and the Trustee shall not be
liable for any loss resulting from any action taken or not taken by the Special
Holdings Direction Adviser, or taken by the Trustee in accordance with the
direction of the Special Holdings Direction Adviser, except in cases of wilful
misconduct.

24
E. The Trustee shall be protected to the fullest extent permitted by law, and
specifically permitted by 12 Del. C. §3313, and shall be liable only for its
wilful misconduct that has been established by clear and convincing evidence
in the court then having primary jurisdiction over the trust. In accordance
with 12 Del. C. §3302(e) and §3586, the Trustee shall have no liability
hereunder to any trust beneficiary or any other person whose interest arises
under hereunder for the Trustee's good faith reliance on the foregoing
provisions or on any other provision herein concerning Special Assets.

F. The Special Holdings Direction Adviser may delegate some or all of the
authority of the Special Holdings Direction Adviser in accordance with and
subject to the restrictions and liabilities set forth in 12 Del. C. §3322, by a
writing delivered to the Trustee or to one or more individuals or entities from
whom the Trustee is instructed to accept written investment direction and such
person, persons or entities so appointed may, acting alone, exercise the
authority of the Special Holdings Direction Adviser as so delegated.

G. The Special Holdings Direction Adviser shall be entitled to resign at any time
by delivery of a separate writing to the then acting Trustee as well as to the
Grantor or, if the Grantor is not then living, to the adult beneficiaries then
eligible to receive distributions of income (whether discretionary or
mandatory) from the Trust or, if none, to the parents or legal guardians the
minor beneficiaries then eligible to receive distributions of income (whether
discretionary or mandatory) from the Trust. The Special Holdings Direction
Advisor may also be removed with or without cause by the Grantor or, if the
Grantor is incapable of acting, by a majority in number of the adult
beneficiaries then eligible to receive distributions of income (whether
discretionary or mandatory) from the Trust or, if none, by a majority in
number of the minor beneficiaries (each such beneficiary acting through his
parent or legal guardian) then eligible to receive distributions of income
(whether discretionary or mandatory) from the Trust, provided that a
successor Special Holdings Direction Adviser is appointed and accepts such
appointment in writing at that time and the then acting Trustee is notified in
writing of such removal or replacement.

H. If, upon the resignation or unwillingness or inability to serve of the Special

Holdings Direction Adviser, no successor Special Holdings Direction Advisor
qualifies to act, the Grantor or, if the Grantor is incapable of acting, a majority
in number of the adult beneficiaries then eligible to receive distributions of
income (whether discretionary or mandatory) from the Trust or, if none, a
majority in number of the minor beneficiaries (each such beneficiary acting
through his parent or legal guardian) then eligible to receive distributions of
income (whether discretionary or mandatory) from the Trust shall have the
right to appoint any person or persons (whether individual, corporate or other
entity) in whatever number shall be determined to be appropriate, to serve as

25
 successor Special Holdings Direction Adviser, and shall provide notice to the
Trustee.

I. If no successor Special Holdings Direction Adviser has been appointed or has

accepted its appointment in writing within thirty (30) days after the
resignation, removal or unwillingness to serve of the Special Holdings
Direction Adviser, then the Trustee may petition the Court having jurisdiction
over the trust to appoint a successor Special Holdings Direction Adviser to
serve and any costs relating to the petition shall be borne by the Trust. During
such time as there is no Special Holdings Direction Adviser serving hereunder
or qualified to serve hereunder, the Trustee shall have no responsibility or
duty to exercise any Special Holding Investment Power and shall not be held
liable for any act or omission relating to the exercise or non-exercise of said
Special Holdings Investment Powers.

J. The Special Holdings Direction Adviser of each Trust hereunder shall exercise
the Special Holdings Direction Adviser's functions in a fiduciary capacity and
in a way that the Special Holdings Direction Adviser reasonably believes to be
in accordance with the purposes of this agreement. The Special Holdings
Direction Adviser need not inquire into the Trustee's performance of its
duties, and shall not be held liable for any loss whatsoever to any Trust
hereunder, unless it results from action(s) taken in bad faith or wilful
misconduct that has been established by clear and convincing evidence in the
court then having primary jurisdiction over the Trust.

II. TRUST PROTECTOR

A. Notwithstanding any other provision of this agreement, there shall at all times
be one or more Trust Protectors (the "Trust Protector" or "Trust Protectors")
to serve in accordance with the provisions of this Section __.

B. Initially, the Trust Protector shall be [NAME]. Any Trust Protector acting
hereunder may resign at any time by delivering written notice thereof to any
Trustee then acting. If at any time a Trust Protector is not willing or able to
act as the Trust Protector, then the Trust Protector shall be such one or more
persons as the then serving Trust Protector shall have designated. Any
designation pursuant to this Subsection ___ shall be by written instrument
signed and acknowledged by the person or persons making such designation
and delivered to the Trustee. If no such designation is made by the then
serving Trust Protector, the Trust Protector shall be the following persons, in
the order named, who are willing and able to act as the Trust Protector,
including such person if such person appoints himself or herself:

1.
2.
3.

26
 C. If no such designation is made within thirty (30) days after the unwillingness
or inability to serve of the Trust Protector, then the Trustee may petition the
Court having jurisdiction over the trust to appoint a successor Trust Protector
to serve and any costs relating to the petition shall be borne by the Trust. At
no time may the Grantor or any party related or subordinate to the Grantor
within the meaning of Section 672(c) of the Internal Revenue Code be eligible
to serve as Trust Protector.

D. The Trust Protector may __________________ [Specify which actions may

be taken by the Trust Protector or with the consent of the Trust Protector (e.g.,
enter into compensation agreements with fiduciaries, removal and
appointment of other fiduciaries, etc.].

E. The Trust Protector of each Trust hereunder shall exercise the Trust Protector's
functions in a fiduciary capacity and in a way that the Trust Protector
reasonably believes to be in accordance with the purposes of this agreement.
The Trust Protector shall not be under any duty to inquire into or ensure the
performance by the Trustee of its duties and shall not be liable for any loss to
such trust (unless such loss results from actions in bad faith or the wilful
misconduct of the Trust Protector). The Trust Protector shall have no duty to
monitor the conduct of [e.g., the Investment Advisor or the Distribution
Advisor] and shall not be liable for any exercise or failure to exercise the
powers granted herein (unless such loss result from actions in bad faith or are
a result of the wilful misconduct of the Trust Protector).

F. The Trustee shall not participate in or have any liability for the selection of the
Trust Protector. The Trustee shall not have any duty to seek any direction or
action from the Trust Protector. While a Trust Protector is serving, the Trustee
shall have no responsibility to monitor the performance of the Trust Protector
or to replace the Trust Protector. In addition, the Trustee shall have no duty to
communicate with, warn or apprise any beneficiary or third party concerning
instances in which the Trustee would or might have exercised the Trustee's
own discretion in a manner different from the manner directed by the Trust
Protector.

G. [The Trust Protector shall not be entitled to receive compensation for serving
as Trust Protector.]5

III. CLAIMS AGAINST TRUST ASSETS [ASSET PROTECTION TRUSTS

ONLY]

A. No beneficiary (including the Grantor) may alienate or in any other manner

transfer, assign, pledge or mortgage, whether voluntarily or involuntarily, his
or her interest in any trust hereunder, and no one may attach or otherwise

5
An alternative provision setting forth the desired compensation arrangement may be used.

27
 reach any interest of any beneficiary hereunder to satisfy a claim against that
beneficiary, whether the claim is legal or equitable in origin. This article shall
not limit or otherwise affect any power of appointment conferred upon a
beneficiary or the right of a beneficiary to disclaim or release any interest
created hereunder. This paragraph constitutes a restriction on the transfer of
the Grantor’s beneficial interest in the trust estate that is enforceable under
applicable non-bankruptcy laws within the meaning of Section 541 (c) (2) of
the Bankruptcy Code (11 U.S.C. Section 541 (c) (2)) or any similar or
successor statute.

B. To the extent that any creditor of the Grantor or any creditor of a beneficiary
hereunder asserts a claim that it is entitled, through the exercise of judicial
process or otherwise, to reach the assets of the trust in satisfaction of its claim,
notwithstanding any duty otherwise existing hereunder or at law or in equity,
even if otherwise directed to do so, the Trustee shall have no obligation to
defend the trust or its assets against any such claim or to initiate or intervene
in any litigation, arbitration proceeding or mediation proceeding for the
purpose of resisting any such claim, unless the Trustee is reasonably satisfied,
determined in its sole and absolute discretion, that it will be fully indemnified
from the assets of the trust for all of its liabilities and expenses (including
professional fees and expenses of counsel, accountants and expert witnesses)
arising from or attributable to the Trustee's participation therein. If the
Trustee reasonably determines that the readily marketable assets of the trust
are, or have become, insufficient for such purposes, the Trustee may request
that the Grantor or beneficiary, as applicable, provide the Trustee with
comparable indemnity, supported with such security as may be satisfactory to
the Trustee in its sole discretion. In the absence of such additional indemnity
or security, the Trustee may refuse to participate in any such proceeding or
may withdraw from an ongoing proceeding, even if such refusal or withdrawal
may result in the granting or awarding of relief against the trust (including a
distribution of some or all of the trust assets in satisfaction of a claim). Any
determination made under this Section ___ shall not be subject to challenge.
The Trustee shall not be liable to the Grantor, any beneficiary or any other
person for any determination made hereunder, including, without limitation,
the Trustee's refusal to defend or withdrawal from, any such litigation,
regardless of whether such actions may result in a complete distribution of the
trust in satisfaction of a claim.

IV. LIFE INSURANCE.

A. LIABILITY PROTECTION. Unless specifically requested in writing by

Grantor or by a permissible beneficiary hereunder and accepted in writing by
Trustee, Trustee shall have no duty or responsibility whatsoever (a) to
evaluate any life insurance policy held hereunder, regardless of how the policy
may be acquired, (b) to evaluate the financial condition of the underwriter of
any such policy or changes in the financial condition of the underwriter, (c) to
28
 determine whether the contract is or remains a proper investment, including
whether such policy should be sold, surrendered or permitted to lapse, (d) to
make a determination of whether to exercise any policy option available under
the contract, (e) to make a determination of whether to diversify such
contracts relative to one another or to other assets, if any, administered by the
Trustee, or (f) to inquire about changes in the health or financial condition of
the person or persons insured under any such contract (collectively, the
"Insurance Related Actions"). Pursuant to 12 Del. C. §3302(d), Trustee shall
have no liability from its failure to do any of the above-described Insurance
Related Actions. The Grantor acknowledges that the Trustee has disclosed the
application of 12 Del. C. § 3302(d), and the limitation of the Trustee's duties
thereunder, to the trust created hereunder. Additionally, it is the Grantor's
intent that Trustee shall be held harmless from any loss or liability with
respect to the failure of any insurance underwriter to perform its obligations
under a life insurance policy, or other such contract, or by poor investment
performance or any other action or inaction by any insurance underwriter.

B. SPECIAL POWERS RELATING TO INSURANCE (TO BE INCLUDED IN

THE TRUSTEE'S POWERS SECTION).

1. The Trustee shall have the following powers and responsibilities with
respect to any insurance policies owned by the trust, subject to the
direction of an Investment Adviser if one is acting:

a) Exercise of Rights. To exercise all or any of the options,

benefits, rights, privileges, and interests under the policies; and any
receipts releases and other instruments executed by the Trustee in
connection with the policies shall be binding and conclusive as to
all persons entitled to any proceeds hereunder.

b) Conversion of Privileges. If the Trustee is the owner of any

group term life insurance policy and the policy is terminated either
because the person insured is no longer eligible for coverage under
the policy or because of termination of the group policy, the
Trustee may convert such group term policy to any other policy of
insurance authorized by law or the provisions of the group term
insurance policy. The decision of the Trustee with regard to
conversion of the group term policy shall be made in its sole
discretion and shall be conclusive and binding on all persons
having an interest in this trust.

c) Payment of Premiums. Unless the premium on the life

insurance policy is paid by the employer of the Grantor, and except
as otherwise provided in this section, the Trustee may, in its sole
discretion, pay the premiums on the policies. If funds are
insufficient for reasons beyond the control of the Trustee, the

29
 Trustee may exercise the options available to it under the life
insurance contract, including, but not limited to, surrender of the
policy, accepting a paid-up policy or exercise of a waiver of
premium provisions in the event of disability of the Grantor. The
Trustee may pay the premiums from funds received from the
Grantor, or from other persons. The Trustee shall not, without the
consent of an adverse party, as defined in IRC § 672(a), use any
trust income for the payment of premiums on insurance on the life
of the Grantor.

d) Collection of Proceeds. The policies of insurance

transferred to the trust, and all additional policies which may later
be so transferred, shall be made payable to the Trustee on behalf of
the trust. For the purpose of collecting monies due under such
policies, the Trustee shall have the power to make proper proofs
and releases to enable it to receive the proceeds thereof, to institute
any suit or proceeding and to perform any and all other acts
necessary or appropriate for accomplishing such purpose. The
Trustee shall not, however, be obligated to institute or maintain
any litigation to enforce payment of any policy until the Trustee
shall have been indemnified to its satisfaction. The receipt of the
Trustee shall be in full acquittance and discharge of the companies
issuing the policies and upon payment of the proceeds thereof to
the Trustee, the insurance companies shall be exempted from all
liability as to the proper application of the trust estate. Expenses
incurred in making such collections shall be a proper charge
against the trust.

V. CONFIDENTIALITY OF TRUST [FOR CONFIDENTIAL TRUSTS

ONLY]

A. Notwithstanding any other provision of this Trust Agreement and in

accordance with 12 Del. C. § 3303(a) (1) and (c), none of the Trustee, the
Investment Adviser, the Distribution Adviser or the Trust Protector, if any,
shall furnish any account statement or other account information to any
beneficiary of the Trust (other than the Designated Representatives), or
provide any such beneficiary with notice of the existence of the Trust or any
information regarding the Trust or its terms or assets, unless directed in
writing to do so by the Trust Protector.

1. Alternative (Minor Beneficiaries): Notwithstanding any other

provision of this Trust Agreement and in accordance with 12 Del. C. §
3303(a) (1) and (c), none of the Trustee, the Investment Adviser, the
Distribution Adviser or the Trust Protector, if any, shall furnish any
account statement or other account information to any beneficiary of the
Trust (other than the Designated Representatives), or provide any such

30
 beneficiary with notice of the existence of the Trust or any information
regarding the Trust or its terms or assets until such beneficiary attains the
age of thirty-five (35).

2. Contingent Beneficiaries. Notwithstanding any other provision of this

Trust Agreement and in accordance with 12 Del. C. § 3303(a) (1) and (c),
the Trustee [and any other Adviser] serving in accordance with the
provisions of this Trust Agreement shall not be required to provide any
notice or account statement to any contingent beneficiary of a trust or any
information regarding the Trust or its terms or assets until such time as
the interest of such beneficiary in the Trust vests.

B. Designated Representative. During such time or times as the Trustee is

instructed not to, or by the terms of this Trust Agreement is not permitted to,
provide notice of the existence of the trust or furnish trust information to a
beneficiary or beneficiaries hereunder, the Trustee shall furnish any notice,
statement, accounting or other instrument permitted or required to be provided
to a beneficiary under the terms of this Trust Agreement, to the Designated
Representative. By delivery of said document to the Designated
Representative, the Trustee will be deemed to have satisfied its duties
hereunder relating to the provision of such information and shall have no
liability for the failure to provide such information to the beneficiary or
beneficiaries or for the actions and/or omissions of the Designated
Representative. The Designated Representative shall have the authority to
acknowledge receipt of any said document provided to such person. Further,
the Trustee may seek a release from the Designated Representative on behalf
of the applicable beneficiaries in the same manner provided in Section _____
with respect to accountings.

C. Wherever the term "Designated Representative" appears in this Trust

Agreement, in accordance with 12 Del. C. § 3339, it shall mean such of the
following individuals in the indicated order of priority who has delivered to
the trustee his or her written acceptance of the office of Designated
Representative: (1) the Grantor, while living and competent; (2) each current
adult beneficiary to whom the Trustee is then authorized to distribute income;
or (3) if there is no current adult income beneficiary, the custodial parents or
legal guardians of each current minor beneficiary to whom the Trustee is then
authorized to distribute income.

D. For purposes of this Trust Agreement and in accordance with 12 Del. C. §

3303(c) and (d), any beneficiary who is prohibited from receiving notice of
the existence of the Trust, whether by virtue of the confidentiality provisions
of this Trust Agreement or otherwise, shall for all purposes of this Trust
Agreement (including any judicial proceeding and all non-judicial matters,
such as granting releases pursuant to 12 Del. C. § 3588 and measuring the

31
limitation period in 12 Del. C. § 3585) be represented and bound by the
Designated Representative.

32
VI. DETERMINATION OF EQUIVALENT VALUE FOR GRANTOR
TRUSTS

A. The Grantor or Trust Protector shall exercise the Power to Substitute granted
pursuant to Section ___ by an instrument in writing signed by the Grantor or
Trust Protector and delivered to the Trustee and the Investment Adviser,
which certifies to the Trustee and the Investment Adviser that the substituted
property and the Trust property for which it is substituted are of equivalent
value. Within 30 days of receiving written exercise of the Power to
Substitute, the Investment Adviser shall provide the Trustee with a written
confirmation that (i) certifies that the property proposed to be substituted by
the Grantor or Trust Protector is of equivalent value with the Trust property
for which it will be substituted, and (ii) directs the Trustee as to the actions
necessary and appropriate to affect the substitution. In the event the
Investment Adviser fails to provide the written confirmation described in the
preceding sentence or provides notice to the Trustee that the assets or property
proposed to be substituted are not of equivalent value with the property to be
acquired by the Grantor or Trust Protector, the Investment Adviser will be
deemed to have directed the Trustee not to take any action to affect the
proposed substitution. The Trustee may, but shall not be required to, seek a
judicial determination by a Court of competent jurisdiction that the
requirement of equivalent value is satisfied. The reasonable expenses of such
independent determination, including any judicial determination, shall be
borne by the Grantor exercising each power.

B. The Trustee shall have no duty or responsibility to inquire into or examine (i)
whether the certifications made by the Grantor or Trust Protector and the
Investment Adviser hereunder are true and accurate, or (ii) whether any
actions directed (or deemed directed) to be taken by the Investment Adviser
under this Section ___ will result in any adverse tax consequence to the Trust,
the Grantor, or any beneficiary of the Trust. Further, the Trustee shall have no
duty or responsibility to monitor or otherwise confirm that the Investment
Adviser is complying with his duties under this Section ___. The Trustee
shall not be liable to any person, including any beneficiary, for any loss to the
trust or any other person as a consequence of actions directed (or deemed
directed) to be taken under this Suction or for any breach resulting from
reliance on the certifications provided hereunder or from following the
direction (or deemed direction) of the Investment Adviser.

VII. DECANTING.

A. AUTHORIZATION. With regard to any trust created by or pursuant to this

Trust Agreement of which the Trustee has the power to invade the principal of
the trust to make distributions to or for the benefit of one or more persons,
regardless of whether such power is subject to an ascertainable or non-
ascertainable standard, the Trustee may instead exercise the power by

33
 appointing all or part of the principal of such trust (the "First Trust") in favor
of the Trustee of another trust (the "Second Trust"); provided, however, (i)
that the beneficiary(ies) of the Second Trust may only be one or more of the
beneficiaries of the First Trust, (ii) that any standard to which the Trustee's
power to invade the principal is subject in the First Trust is the applicable
standard with respect to principal distributions set forth in the Second Trust,
and (iii) that the exercise of such power is consistent with the allowances,
requirements and/or restrictions regarding the Second Trust set forth in 12
Del. C. § 3528, to the extent not otherwise provided to the contrary herein.

B. PROHIBITION. Except as expressly provided herein, no Trustee of a trust

created by or pursuant to this Agreement may exercise its power to invade the
principal of such trust, if any, to appoint all or part of the principal of such
trust in favor of the trustee of another trust (hereinafter referred to as
"Decanting"), regardless of any statutory authority that may otherwise permit
any such Decanting. For the avoidance of doubt, the foregoing is intended to
be an express prohibition on the Decanting of any trust created hereunder.

VIII. MODIFICATION PROHIBITION

A. Except as expressly provided herein, no Trustee of a Trust created by or

pursuant to this Agreement may exercise any statutory power granted to such
Trustee under the laws of the applicable jurisdiction, including, without
limitation, the power to merge or decant trusts or the power to enter into a
non-judicial settlement, to the extent the exercise of such power in such
contemplated manner would result in a modification of the terms and
provisions of such Trust.

34
 SAMPLE LANGUAGE TO CONSIDER IN ANY TRUST
I. RESIGNATION AND REMOVAL OF TRUSTEE AND APPOINTMENT
OF SUCCESSOR

A. The Trustee may resign by a separate acknowledged instrument delivered to

the Grantor or, after the Grantor's death or incapacity, to each adult
beneficiary then eligible to receive distributions of income (whether
discretionary or mandatory) from the Trust, such resignation to be effective
upon the appointment of a successor Trustee. If there are no adult
beneficiaries, the instrument of resignation shall be delivered to the parent or
legal guardian of each minor beneficiary then eligible to receive distributions
of income (whether discretionary or mandatory) from the Trust.

B. If, upon the resignation of the Trustee, no successor Trustee designated by this
Trust Agreement qualifies to act, a majority in number of the adult
beneficiaries then eligible to receive distributions of income (whether
discretionary or mandatory) from the Trust or, if none, a majority in number
of the minor beneficiaries (each such beneficiary acting through his parent or
legal guardian) then eligible to receive distributions of income (whether
discretionary or mandatory) from the Trust, may appoint a successor Trustee
(other than the Grantor).

C. Any Trustee may be removed, with or without cause, by the Grantor or, if the
Grantor is incapable of acting, by a majority in number of the adult
beneficiaries then eligible to receive distributions of income (whether
discretionary or mandatory) from the Trust or, if none, by a majority in
number of the minor beneficiaries (each such beneficiary acting through his
parent or legal guardian) then eligible to receive distributions of income
(whether discretionary or mandatory) from the Trust. If, upon the removal of
the Trustee, no successor Trustee designated by this Trust Agreement
qualifies to act, the individuals who remove such Trustee shall appoint a
successor Trustee (other than the Grantor), provided, however, that such
successor Trustee may not be related or subordinate to the person or persons
making such appointment, within the meaning of § 672(c) of the Internal
Revenue Code.

D. If no successor Trustee has qualified within 60 days after the resignation or

removal of the Trustee, the resigned or removed Trustee may appoint such a
successor, or may bring an appropriate action in court for the appointment of
such a successor. The costs and expenses of any such action, including but not
limited to the compensation and expenses of attorneys and guardians, shall be
paid from principal or income, or both, of the trust, as the Trustee in its sole
discretion shall determine.

35
 E. Notwithstanding the foregoing, a Trustee, for its administrative convenience,
may appoint an affiliated corporation or successor of an affiliated corporation
as successor Trustee. The Trustee shall effect any such appointment with a
written instrument delivered to the party or parties who would receive notice
of the Trustee's resignation.

F. Any appointment of a successor Trustee pursuant to this Trust Agreement shall

be made by a separate acknowledged instrument delivered to the Trustee so
appointed, shall be effective at such time as may be specified in such
instrument, and shall be revocable until such time. A successor Trustee shall
qualify by filing its consent to act with the trust records.

G. After the transfer and delivery of the property held in trust to a successor
Trustee, a resigning or removed Trustee of a trust hereunder shall have no
further liability or responsibility with respect to such property. No successor
Trustee shall be required to examine the acts of any prior Trustee, and any
successor Trustee shall be responsible only for those assets which are actually
delivered to such Trustee.

H. No bond or other security shall be required for any reason whatsoever of any
Trustee named herein or appointed as herein provided.

II. CONFLICT OF INTERESTS WITH LENDING

A. From time to time, one or more of the trust, the grantor, the grantor's spouse,
the individual acting as Trustee and/or one or more entities the interests in
which are held directly or indirectly by the trust, may have or wish to enter
into a loan ("Loan") with the Corporate Trustee, or an Affiliate of the
Corporate Trustee, in its individual capacity (the "Lender"). Having the
Corporate Trustee acting as both Trustee and Lender or having the Corporate
Trustee act as Trustee and an Affiliate of the Corporate Trustee act as Lender
poses a conflict of interest for the Corporate Trustee because as Trustee, the
Corporate Trustee has a fiduciary duty to preserve the trust property for the
beneficiaries, while as Lender, the Corporate Trustee or an Affiliate of the
Corporate Trustee will be a direct or indirect creditor of the trust and in the
position of seeking repayment on favorable terms of the Loan from the trust
and therefore from the trust property. These competing interests as Lender
and as Trustee shall be referred to as the "Loan Conflict of Interest."

The grantor hereby specifically (a) waives, on behalf of [himself/herself] and

all beneficiaries hereunder, the Corporate Trustee's Loan Conflict of Interest,
and (b) authorizes the Corporate Trustee as Trustee, without notice to or
consent by any beneficiary or court and without any disclosure otherwise
required pursuant to 12 Del. C. § 3312(c) or other applicable law, to take any
action or omit to take any action in good faith related to the Loan, including
but not limited to any participation as Trustee in any decision as to when and
whether to enter into and repay the Loan or to deal with the collateral and any
36
 security interest therein, as though the Loan Conflict of Interest did not exist.
Notwithstanding any duty otherwise existing hereunder or at law or in equity,
the Corporate Trustee (i) shall have no greater burden to justify its acts as a
fiduciary by reason of conflict of interest than it would have in the absence of
any conflict and (ii) shall not be liable for any action or omission taken by the
Corporate Trustee as Trustee in good faith with respect to the Loan, or any
action or omission taken by the Corporate Trustee or an Affiliate of the
Corporate Trustee as the Lender pursuant to the Loan or any security interest
related thereto while the Loan is outstanding, including but not limited to any
decision to pursue the Lender's rights as a security interest holder in the event
of any default.

III. WAIVER OF PRUDENT INVESTOR RULE, RULE AGAINST SELF-

DEALING AND DUTY OF LOYALTY

A. With the written consent of (i) the Grantor, if living, or (ii) if the Grantor is
not then-living, the Primary Beneficiary, [or (iii) if the Primary Beneficiary is
a minor or otherwise incapacitated or disabled, a majority of the Notice
Recipients,]6 the Trustee shall have the power to acquire and retain
investments not regarded as traditional for trusts, including, without
limitation, investments that would be forbidden or would be regarded as
imprudent, improper or unlawful under 12 Del. C. § 3302, any applicable
jurisdiction's "prudent person" or "prudent investor" rule, any rule or law
concerning the duty of loyalty, any rule or law limiting, prescribing, or
voiding or making voidable any interested party or self-dealing transaction, or
any other rule or law which restricts a fiduciary's capacity to invest. The
Trustee may invest in any type of property, wherever located, including, but
not limited to, any type of security or option, improved or unimproved real
property, and tangible or intangible personal property, and in any manner,
including direct purchase, joint ventures, partnerships, limited partnerships,
limited liability companies, corporations, mutual funds, business trusts or any
other form or participation or ownership whatsoever. Furthermore, the
Trustee may acquire property from, transfer property to, obtain services from,
provide services to, and otherwise enter into contracts, understandings,
arrangements, and other dealings, of any kind or nature, with any person or
entity (each such person or entity hereinafter referred to as a "Third Party")
whether or not the Third Party is in any manner related to, or affiliated with,
the Trustee or any other person or entity related to, or affiliated with, the
Trustee and without regard to whether the Trustee, acting in its corporate or
personal capacity or in any other capacity, or any person related to, or
affiliated with, the Trustee has other contracts, understandings, arrangements
or dealings, whether or not for remuneration with the Third Party.
Notwithstanding any duty otherwise existing hereunder or at law or in equity,

6
To be used only where Notice Recipients have been appointed.
37
 in making investments the Trustee may disregard any or all of the following
factors:

1. Whether a particular investment, or the Trust investments

collectively, will produce a reasonable rate of return or result in the
preservation of principal.

2. Whether the acquisition or retention of a particular investment, or

Trust investments collectively, is consistent with the Trustee's duty of
impartiality. No duty of impartiality shall exist.

3. Whether the acquisition or retention of a particular investment or any

aspect of the administration of such investment violates any duty of
loyalty or rule against self-dealing. No duty of loyalty shall exist to the
extent such duty would limit or preclude self-dealing transactions.

4. Whether the Trust is diversified. No duty to diversify shall exist.

5. Whether any or all of the Trust investments would traditionally be

classified as too risky or speculative for trusts. The entire Trust may be
so invested. The Investment Fiduciary shall have sole and absolute
discretion in determining what constitutes acceptable risk and what
constitutes proper investment strategy.

B. To the extent the Trustee is directed hereunder as to the exercise of investment

powers, the party providing such direction (the "Investment Fiduciary") shall
have the authority to direct the Trustee to make any investment which the
Trustee is authorized to make under this Section ___. The purpose in granting
the foregoing authority is to modify the "prudent person" rule, "prudent
investor" rule, the application of 12 Del. C. § 3302, the duty of loyalty, the
rule against self-dealing, or any rule or law which restricts a fiduciary's ability
to invest insofar as any such rule or law would prohibit an investment or
investments because of one or more factors listed above, or any other factor
relating to the nature of the investment itself.

IV. AMENDMENT OF ADMINISTRATIVE PROVISIONS

A. Notwithstanding the preceding provisions of this Trust Agreement, the [Trust

Protector or other fiduciary], acting in a fiduciary capacity, shall have the
power without notice to or consent by any beneficiary or court, by separate
writing filed with the trust records, to amend the administrative provisions of
this trust, including provisions relating to the Trustee; provided, however, that
any amendment to a provision(s) relating to the Trustee shall require the
consent of the Trustee. The [Trust Protector or other fiduciary]'s exercise of
this power and the provisions subject to such exercise shall be conclusive
upon all persons interested in the trust. The [Trust Protector or other
fiduciary] may exercise this power from time to time, and may release this
38
 power in whole or in part, provided that the [Trust Protector or other
fiduciary] shall not amend the trust in a manner that would alter any beneficial
interest under the trust.

V. AUTHORIZATION TO TERMINATE SMALL TRUSTS

A. The Trustee may terminate the trust (i) if, in its sole discretion, continuation of
such trust shall no longer be economically feasible, or (ii) if, due to the current
fair market value of the trust at such time, the trust would be subject to the
minimum fee of the then acting corporate trustee. Following such
termination, the Trustee shall distribute the principal to the income beneficiary
of the trust or to the committee, conservator, natural or legal guardian or other
person responsible for such beneficiary.

39
SAMPLE LANGUAGE TO CONSIDER WHEN NORTHERN
IS TO ACT AS A DIRECTED TRUSTEE AS TO
INVESTMENTS
I. RESIGNATION, REMOVAL OF INVESTMENT ADVISERS AND
APPOINTMENT OF SUCCESSORS

A. The Investment Adviser shall be entitled to resign at any time by delivery of a

separate writing to the then-acting Trustee as well as the grantor, or upon the
grantor's death or incapacity, to those adult persons over the age of eighteen
(18) then eligible to receive distributions of income (whether discretionary or
mandatory) from the Trust, or if none, to the parent or legal guardian of each
minor beneficiary then eligible to receive distributions of income (whether
discretionary or mandatory) from the Trust. The Investment Adviser may also
be removed with or without cause by the grantor, or upon the grantor's death
or incapacity, a majority of those adult persons over the age of eighteen (18)
then eligible to receive distributions of income (whether discretionary or
mandatory) from the Trust, or if none, the parent or legal guardian of each
minor beneficiary then eligible to receive distributions of income (whether
discretionary or mandatory) from the Trust, provided that a successor
Investment Adviser is appointed by such persons, in writing, at the time of
such removal.

B. If, upon the resignation or unwillingness or inability to serve of the Investment

Adviser, no successor Investment Adviser qualifies to act, the grantor, or upon
the grantor's death or incapacity, a majority of those adult persons over the
age of eighteen (18) then eligible to receive distributions of income (whether
discretionary or mandatory) from the Trust, or if none, the parent or legal
guardian of each minor beneficiary then eligible to receive distributions of
income (whether discretionary or mandatory) from the Trust shall have the
right to appoint any person or persons (whether individual, corporate or other
entity) in whatever number shall be determined to be appropriate, to serve as
successor Investment Adviser, and shall provide notice to the Trustee.

II. INVESTMENT ADVISER COMPENSATION

A. INVESTMENT ADVISER COMPENSATION. No Investment Adviser shall

be entitled to receive any compensation for serving hereunder. However, each
Investment Adviser of each trust hereunder shall be entitled to be reimbursed
from the income or principal of such trust for reasonable expenses incurred as
such Investment Adviser (including, without limitation, reasonable attorney
fees and investment-counsel fees).

1. Alternative. Each Investment Adviser shall be entitled to reasonable

compensation based on his or her normal hourly rate at his or her
principal place of business, as that hourly rate may be determined from
40
 time to time. In addition to such compensation, each Investment
Adviser of each trust hereunder shall be entitled to be reimbursed from
the income or principal of such trust for reasonable expenses incurred as
such Investment Adviser (including, without limitation, reasonable
attorney fees and investment-counsel fees).

2. Alternative. Each Investment Adviser shall be entitled to reasonable

annual compensation in the amount of _____ basis points, calculated
using the value of the trust assets as of the end of the preceding calendar
year. In addition to such compensation, each Investment Adviser of
each trust hereunder shall be entitled to be reimbursed from the income
or principal of such trust for reasonable expenses incurred as such
Investment Adviser (including, without limitation, reasonable attorney
fees and investment-counsel fees).

B. PAYMENT. The Trustee shall pay out of the income or principal or both, as
it in its sole discretion determines, the [compensation,] charges and expenses
of each of the Investment Advisers and, notwithstanding any duty otherwise
existing at law or in equity, shall have no obligation to inquire into the
reasonableness of any such charges or expenses.

41
SAMPLE LANGUAGE TO CONSIDER WHERE NORTHERN IS
TO ACT AS A DIRECTED TRUSTEE AS TO DISTRIBUTIONS

I. STANDARD OF LIABILITY FOR DISTRIBUTION ADVISER

A. No Distribution Adviser shall be liable hereunder for any action taken or

omission to act absent proof that the Distribution Adviser personally engaged
in wilful misconduct or gross negligence. By accepting an appointment to
serve or act hereunder, such Distribution Adviser shall be deemed to have
consented to submit to the jurisdiction of each court in which jurisdiction and
venue are proper to review the administration of the trust and to be made
parties to any proceedings in each such court that place in issue the decisions
or actions of the Distribution Adviser.

II. RESIGNATION, REMOVAL OF DISTRIBUTION ADVISERS AND

APPOINTMENT OF SUCCESSORS

A. The Distribution Adviser shall be entitled to resign at any time by delivery of

a separate writing to the then-acting Trustee as well as the grantor, or upon the
grantor's death or incapacity, to those adult persons over the age of eighteen
(18) then eligible to receive distributions of income (whether discretionary or
mandatory) from the Trust, or if none, to the parent or legal guardian of each
minor beneficiary then eligible to receive distributions of income (whether
discretionary or mandatory) from the Trust.

B. The Distribution Adviser may also be removed with or without cause by the
grantor, or upon the grantor's death or incapacity, a majority of those adult
persons over the age of eighteen (18) then eligible to receive distributions of
income (whether discretionary or mandatory) from the Trust, or if none, the
parent or legal guardian of each minor beneficiary then eligible to receive
distributions of income (whether discretionary or mandatory) from the Trust,
provided that a successor Distribution Adviser is appointed by such persons,
in writing, at the time of such removal.

C. If, upon the resignation or unwillingness or inability to serve of the

Distribution Adviser, no successor Distribution Adviser qualifies to act, the
grantor, or upon the grantor's death or incapacity, a majority of those adult
persons over the age of eighteen (18) then eligible to receive distributions of
income (whether discretionary or mandatory) from the Trust, or if none, the
parent or legal guardian of each minor beneficiary then eligible to receive
distributions of income (whether discretionary or mandatory) from the Trust
shall have the right to appoint any person or persons (whether individual,
corporate or other entity) in whatever number shall be determined to be
appropriate, to serve as successor Distribution Adviser, and shall provide
notice to the Trustee.

42
III. DISTRIBUTION ADVISER COMPENSATION

A. DISTRIBUTION ADVISER COMPENSATION. No Distribution Adviser

shall be entitled to receive any compensation for serving hereunder.
However, each Distribution Adviser of each trust hereunder shall be entitled
to be reimbursed from the income or principal of such trust for reasonable
expenses incurred as such Distribution Adviser (including, without limitation,
reasonable attorney fees).

1. Alternative. Each Distribution Adviser shall be entitled to reasonable

compensation based on his or her normal hourly rate at his or her
principal place of business, as that hourly rate may be determined from
time to time. In addition to such compensation, each Distribution
Adviser of each trust hereunder shall be entitled to be reimbursed from
the income or principal of such trust for reasonable expenses incurred as
such Distribution Adviser (including, without limitation, reasonable
attorney fees).

2. Alternative. Each Distribution Adviser shall be entitled to reasonable

annual compensation in the amount of _____ basis points, calculated
using the value of the trust assets as of the end of the preceding calendar
year. In addition to such compensation, each Distribution Adviser of
each trust hereunder shall be entitled to be reimbursed from the income
or principal of such trust for reasonable expenses incurred as such
Distribution Adviser (including, without limitation, reasonable attorney
fees).

B. PAYMENT. The Trustee shall pay out of the income or principal or both, as
it in its sole discretion determines, the [compensation,] charges and expenses
of each of the Advisers and, notwithstanding any duty otherwise existing at
law or in equity, shall have no obligation to inquire into the reasonableness of
any such charges or expenses.

43