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The Crummey Money Family Trust

Prepared in the offices of:

Cantey & Hanger, L.L.P.

2100 Burnett Plaza

801 Cherry Street

Fort Worth, Texas 76102-6898

(817) 877-2800

By:

Noel C. Ice

(817) 877-2885

teleice@earthlink.net

www.Trusts&Estates.Net

THE CRUMMEY MONEY FAMILY TRUST

Multi-Generational Extended Annual Withdrawal Trusts

Married Maker, But No Marital Deduction Gift

No Formula Gifts

Trust is Irrevocable

Maker is Not a Beneficiary

Maker's Spouse Is a Beneficiary

This is a Trust Agreement entered into by and between the Maker of the trust, Lotta Money ("Maker"), and the trustee of the trust, Moore Money (initial "Trustee"). This trust instrument is divided into three main parts, identified as Parts I, II and III, respectively.

1.1 Identification of Initial Primary Beneficiary and Secondary Beneficiaries (Life Tenant and Contingent Remaindermen). The initial Primary Beneficiary of the trust (the life tenant) is Moore Money.⁽²⁾

Each such Secondary Beneficiary may hereinafter sometimes be referred to as "the person on whose behalf the Subtrust was created" or the "person for whom the Subtrust was created" or similar designation. A Subtrust may sometimes be referred to as a Protected Subtrust or simply as a Protected Trust. Each such Protected Subtrust may be designated by the name of the person on whose behalf the Subtrust is created. Such a Subtrust may sometimes be referred to as a "Descendant's Subtrust." Except as may be otherwise specifically provided, a Descendant's Subtrust may be held as a separate share or as a separate trust, in the discretion of the trustee. Following the death of the Primary Beneficiary, each Subtrust is generally to be administered for the benefit of the Secondary Beneficiary on whose behalf the Subtrust was created, if living at that time. (At which point the Secondary Beneficiary will become a Primary Beneficiary.)

1.2 Distributions. Each Subtrust is generally to be administered for the benefit of the one person who is at any particular point in time the Primary Beneficiary, for life. Distributions can only be made to a beneficiary to provide for the health, education, maintenance or support of the beneficiary, in the manner and subject to the terms described in greater detail later on in this document.

1.3 Trust is Irrevocable. This trust is not amendable and is irrevocable, except as may be authorized by a power of appointment or power of withdrawal expressly conferred by the terms of the trust.

1.4 Power of Withdrawal. Certain beneficiaries have been given the power to withdraw contributions made to the trust, during the periods and in the manner and amounts described later on in this instrument. The persons having withdrawal rights (the withdrawal powerholders) are Maker's Husband and each of the Maker's descendants on a representational basis.

1.4A Trustee Will Not Accept Property In Which Spouse Has An Interest. The trustee will not accept community or separate property in which Maker's Husband has an interest. This trust will be funded solely with the separate property of Maker or with property of persons other than Maker's Husband.⁽⁵⁾ To reiterate, the trustee will have no power to accept community or separate property in which the Maker's Husband has any interest whatsoever at the time of contribution. Maker intends that the income from any such gift will not be community property.

1.5 First and Subsequent Divisions of Trust. Each Subtrust will be maintained, in undivided form, for the benefit of Moore Money so long as he is living. The first division of the Subtrust estate will take place on the later of (i) the death of Moore Money or (ii) the death of the person on whose behalf a Subtrust was created. The "initial primary term" refers to the period prior to the first division of the trust estate of each Subtrust. In general, the trusts established under this instrument will continue in existence, in reconstituted form, from generation to generation, subject to the exercise of any powers of appointment and the Maximum Duration Rule, both of which are described in detail elsewhere in this instrument. Following the first and all subsequent divisions of the trust, the remaining trust estate will either be distributed to the new Primary Beneficiaries or held in further trust for them under the Protected Trust provisions of this instrument, subject to the Maximum Duration Rule and the prior exercise of any applicable powers of appointment.

1.6 Death of Primary Beneficiary. On the death of a Primary Beneficiary of a Protected Trust, other than Moore Money, and subject to the exercise of any applicable power of appointment and the Maximum Duration Rule, the trust estate of such Trust or Subtrust will be divided into shares, at least one share for each of the then living descendants, by right of representation, of the deceased Primary Beneficiary of the Trust or Subtrust. Each descendant's share will be held in a Protected Subtrust for the descendant. The administration and terms of Protected Trusts are described in detail later on.

1.6A The Primary Beneficiary of a Protected Trust May Appoint A New Trustee Upon Reaching 35 Years of Age. A person for whom a Descendant's Subtrust or a Protected Trust has been created, and who has attained 35 years of age or more, may remove or replace a trustee of that trust following the death of Maker's Husband.

1.7 Powers of Appointment.

(a) Primary Beneficiary of a Protected Trust Has Power of Appointment. Each Primary Beneficiary of a Protected Trust, and each beneficiary having a withdrawal power, has been given a power of appointment over the beneficiary's interest in the trust. Except in the case of Moore Money (the effect of whose failure to exercise his power of appointment is described below), if a power of appointment is not exercised, the beneficiary's interest that was subject to the power will generally pass to a Protected Trust for each of the beneficiary's descendants, by right of representation, living at the beneficiary's death.

(b) Possible Generation Skipping Tax Upon Exercise or Failure to Exercise Power of Appointment. Unless an allocation of the Generation Skipping Transfer (GST) Tax Exemption to the entire trust has been made, it is possible, though not likely, that the failure to exercise a Nongeneral Power of Appointment may result in the imposition of a GST Tax. This rate is generally the highest federal estate tax rate (currently 55%). Therefore, there may be occasions where the holder of a Nongeneral Power of Appointment may wish to exercise the power in a manner that either avoids tax altogether, or that attracts an estate or gift tax (presumably at a lower rate) in lieu of the GST tax. The Nongeneral Powers have been drafted to permit this.⁽⁶⁾

(b-1) Exercise of Power of Appointment to Cause Estate Tax Inclusion. There is a special provision of the IRC (§2041(a)(3) flush language) that will cause property that is the subject of the exercise of a nongeneral power of appointment to be included in the power holder's estate if the power is exercised by creating another power which can be validly exercised to postpone the vesting of the property for a period that is ascertainable without regard to the date the first power was created. It is believed that this odd provision would be invoked if the holder of a power of appointment exercised it by giving a permissible beneficiary a lifetime presently exercisable general power of appointment (a PEG power). It is believed that the effect of exercising the first power would be to cause estate tax inclusion in the first power holder's estate, which, in turn, would cause the power holder to be treated as the transferor for generation skipping transfer (GST) tax purposes, the upshot of which is that if the PEG power is given to a person or persons no more than one generation below the holder of the first power, the granting of the PEG power will not be a generation skipping transfer, and if it were given to a person more than one generation below the holder of the first power it might be within the $1 million GST tax exemption. The use of this technique might result in transfer tax savings if the estate tax paid as a result of the exercise of the power is less than 55% of the amount involved.

(c) Surviving Spouse Will Have a Nongeneral Power of Appointment Over Trust. This instrument grants Moore Money a Nongeneral Power of Appointment over this trust. Under this power, Moore Money may designate who will receive an interest in the Trust and in what proportions and in what manner, as set forth more particularly later on in this instrument.⁽⁷⁾ In the absence of the exercise of this Nongeneral Power of Appointment, the remainder of the trust estate of each Subtrust existing at the time of Moore Money's death will pass to or for the benefit of the person on whose behalf the Subtrust was created, if then living, either outright or in trust, as set forth above.

1.8 The Details of the Trust Plan Are Set Forth Later. The foregoing is but a general outline of the trust plan, but it does describe Maker's general intent. The details are set forth below and elsewhere with particularity, and will control if more specific.

2.1 Identification of Maker. Lotta Money (Lotta) was named "Lotta B. Goode" at birth. Lotta Money is also known as B. Goode, Mrs. Lotta Money and Mrs. Moore Money. Lotta Money is the person establishing this trust with an initial contribution of property. Under this instrument the term "Maker" refers only to Lotta Money.⁽⁹⁾

2.3 Identification of Children. Lotta Money has two children now living, identified below:

E. C. Money (Cosmic Charlie)

Date of Birth: 1/2/1950

SSN: 999-99-9090

Faith N. Money (Faith)

Date of Birth: 1/2/1951

SSN: 999-99-9000

Lotta Money has no child now deceased leaving descendants now living.

2.4 Definition of the Word "Children" / Children Born or Adopted After Signing of Instrument. All references in this instrument to "Lotta Money's children," "Maker's children," "Maker's child," "a child of Maker," or similar designation, include the children identified as such by name above, and will also include any child or children hereafter born to or adopted by Maker, and no others. This Section is to be interpreted literally and strictly.

2.5 Identification of Descendants. All references in this instrument to "Maker's descendants" or to the descendants of a Maker include only Maker's children (as defined above) and their descendants and no others. This Section is to be interpreted literally and strictly.

3.1 Appointment of Trustee. Moore Money is appointed as the trustee.⁽¹⁰⁾ If Moore Money fails or ceases to qualify, is incapacitated, or ceases to act, Infidelity Trust will be the trustee. If Moore Money and Infidelity Trust fail or cease to qualify, are incapacitated, or cease to act, Faith N. Money (Faith) will be the trustee.

3.2 Reliance By Third Parties. If a person identified by name above certifies in writing that that person is in fact the trustee or is duly authorized to take certain action with respect to the trust, any third party may conclusively rely on such certification and will be fully protected in doing so, even if the person claiming to be trustee has been removed, is otherwise not actually serving as trustee, or is not in fact authorized to take the specified action, and such third party will be under no duty whatsoever to investigate or look behind such certification, and the doctrine of constructive notice will not apply to defeat this protection. Further, insofar as any third party is concerned, (a) any co-trustee, acting alone, will have all of the powers of the trustee, as if the co-trustee were in fact the sole trustee, and (b) the acts of any co-trustee acting alone will be valid as if all had acted jointly, including the conveyance of real estate.

3.3 Co-Trustees/Resignation or Incapacity of Trustee.

(a) Failure of Co-Trustee to Serve. Co-trustees, if any, may sometimes be referred to collectively as the trustee. If one or more co-trustees, if any, fails to qualify, is incapacitated, dies or otherwise ceases to act, the remaining co-trustees or trustee will serve as sole trustee or as the only co-trustees, as the case may be.

(b) Resignation of Trustee. Any trustee may resign by giving at least 60 days' written notice (unless that notice is waived by all persons entitled to it) to all beneficiaries and to any co-trustees under this instrument.

(c) Trustees Need Not be the Same. Any trustee may resign or decline to serve as trustee of any trust under this instrument, while nevertheless continuing or agreeing to serve as trustee of any other trust under this instrument. Thus, the trustees of any trusts established by this instrument need not necessarily be the same.

3.4 Office of The Trust Protector.

(a) The Power of Removal and Replacement. The Trust Protector of a trust may remove or replace a trustee (or co-trustee) of that trust, may appoint one or more successor trustees (or co-trustees) to that trust, and may also appoint one or more special trustees (or co-trustees) to act for any general, special or limited purpose under the trust (which purpose is otherwise permitted by the trust). (This power is sometimes referred to as a "Removal and Replacement Power.") As used in this Subsection, the word "trust" includes any Subtrust of the trust, and the power may be exercised with respect to all or less than all the Subtrusts that compose the trust within the scope of the power. A special purpose includes the appointment of a special trustee to exercise trust powers over certain assets of the trust (including a Subtrust), in which case those assets will be held as a Subtrust. Notwithstanding the foregoing, the Trust Protector may not exercise his office with respect to an insurance policy on the life of the Trust Protector, unless the Trust Protector has otherwise been granted a power over the trust that is expressly referred to and denominated in this instrument as a General Testamentary Power of Appointment or General Power of Appointment.

(b) The Power to Direct Investments. The Trust Protector has the power, in a fiduciary capacity, to direct the trustee with respect to the investment and re-investment of the trust estate, if and to the extent that the trustee elects to consent to such direction. The decision whether or not to consent to such direction will be made solely on the basis of the convenience of the trustee, and will not be a fiduciary decision, and the trustee will have no fiduciary duty to question the direction of the Trust Protector regarding the Trust Protector's choice of investments. If and to the extent the trustee honors an investment direction of a Trust Protector, the trustee is expressly indemnified and relieved from all liability arising out of the direction.

(c) The Power of Substitution. The Trust Protector has the power to substitute and appoint a successor or substitute Trust Protector to exercise any powers the Trust Protector has or had. The prior exercise of a power of substitution will survive the death or incapacity of the appointing Trust Protector, unless otherwise limited, and may be exercised either jointly, successively or concurrently with the powers of the original Trust Protector. The person appointed substitute Trust Protector will have the same authority that the original Trust Protector had, including the power of further substitution (as if the substitute Trust Protector had been appointed under this instrument instead of the original Trust Protector), unless and except to the extent that such authority is specifically limited by the Trust Protector either before or after the appointment.

(d) Power To Convert Nongeneral Power Into Testamentary General Power of Appointment. The Trust Protector has the power to grant the sole Primary Beneficiary of any Protected Trust a General Testamentary Power of Appointment over such trust if (i) the trust has an inclusion ratio for GST tax purposes of greater than zero, (ii) the Trust Protector is not the beneficiary to whom the general power is granted, and (iii) the Trust Protector exercising the power is not a Grantor with respect to the trust. (A Trust Protector who does not have the necessary qualifications will be treated as incapacitated for purposes of this Subsection.) This power in the Trust Protector is a type of nongeneral power of appointment and is not a fiduciary power.

(e) Identification of The Trust Protector. The following persons will occupy the office of Trust Protector, in the following consecutive order of priority:

(1) A Maker's descendant for whom a Descendant's Subtrust has been created, and who has attained 35 years of age or more, will be the Trust Protector of that descendant's trust, following the death of Maker's Husband. A Maker's descendant who has attained 35 years of age may demand at any time that a separate share maintained for that descendant will be converted to a separate trust, following the death of Maker's Husband.

(2) Moore Money will be the Trust Protector. If Moore Money and any substitute should become deceased, disqualified, or otherwise incapacitated, and no substitute has been appointed who is then ready and able to serve, then Infidelity Trust will be Trust Protector.

If Infidelity Trust, and any substitute, should become deceased, disqualified, or otherwise incapacitated, and no substitute has been appointed who is then ready and able to serve, then Faith N. Money (Faith) may exercise the powers given Infidelity Trust under the preceding provisions of this numbered Paragraph.

(3) The parent or parents of a beneficiary of a Protected Trust may exercise the powers of Trust Protector with respect to the trustee of that trust. Unless otherwise limited by this instrument, this parent may appoint himself or herself as successor trustee or co-trustee. This Paragraph does not apply to Maker or to any other Grantor.

If there are two parents living, the Trust Protector will be the parent, if any, who is most closely related to Maker and who is a descendant of a grandparent of Maker, but if neither parent is within this degree of relationship, then the power must be exercised jointly by both parents. If there is no parent then living, the guardian of the person of the beneficiary will be the Trust Protector if that office would otherwise have belonged to the parent.

If there is only one parent living (or only one parent who is not incapacitated or otherwise disqualified), but that parent is not a descendant of a grandparent of Maker, that parent may not be Trust Protector under this Paragraph if the parent was married to a descendant of a grandparent of Maker, and if at the time of this descendant's death (or at the time the power would otherwise be exercised) there was (or is) pending, or in effect, a legal or equitable action for, or decree or order of, annulment, divorce, separation, or separate maintenance, between these parents.

The parent of a beneficiary of a Protected Trust who is most closely related to Maker (if any) and who is a descendant of a grandparent of Maker may, by instrument in writing, deny or limit the powers that the other parent of that beneficiary has under this Paragraph.

The instrument in writing exercising the powers described in this Paragraph may be executed at any time after this instrument is signed, including a time which is before Maker's death, before this instrument is probated, or before the Protected Trust is funded or comes into being.

(4) Any trustee of a trust who has accepted its office may (so long as occupying the office) exercise the powers of Trust Protector with respect to such trust.

(5) If there comes a time when no one is able or willing to serve as trustee of a trust, and so long as no one having a Removal and Replacement Power exercises that power, a majority of the Primary Beneficiaries of that trust will have the power, for so long as the office of trustee is vacant, to appoint an alternate or successor. If these beneficiaries fail to act within that period, then, upon the request of any interested party, the presiding judge of the District Courts of Ripple County, Texas, acting as an individual and not in any judicial capacity, will have the power to appoint an alternate or successor.

(f) Exercise Of Power. The powers of a Trust Protector described in this Section (e.g., the Removal and Replacement power and power of substitution) may be exercised at any time, with or without cause, and without the necessity of any court proceeding, and may be exercised either immediately or upon any future contingency. A power of the Trust Protector is exercised by delivering to the trustee and each adult beneficiary of that trust written notice of the exercise of the power. On receipt of a successor trustee's acceptance of the trust, a trustee who has been removed will transfer the trust estate in its possession to the successor trustee. The holder of a Removal and Replacement Power will incur no liability to anyone (under any circumstances) for not exercising the power. Further, the holder of a Removal and Replacement Power will incur no liability for exercising the power unless done in bad faith; provided, however, that if the holder of the power is a beneficiary of the trust with respect to which the power is exercised, the power may only be exercised in a fiduciary capacity and will be subject to all the restrictions and limitations to which the trustee would be subject if the trustee possessed the power. Any appointment may be changed or revoked prior to the date it becomes effective.

(g) Resolving Conflicts. The powers of the Trust Protector described in this Section supersede or supplement the provisions of this Article that appoint the trustee and name successors, and govern in case of conflict. In the event that different Paragraphs of the Subsection appointing the Trust Protectors conflict with one another, the power described first will be superior to a power described later. In other words, the order of priority will be in numerical order, such that the smaller the number the greater the relative power. For example, a power under Paragraph (1) of the Subsection will be superior to a power under Paragraph (2) or any other Paragraph. A power under Paragraph (3) would be inferior to a power under either Paragraph (1) or (2) and would be superior to all others. And so forth. In the event that different Paragraphs of the Subsection simultaneously appoint more than one person as Trust Protector of the same trust, each such person may nevertheless exercise the power, which exercise will be valid unless it is overridden by the conflicting exercise of a superior power. However, in the exercise of a power of the Trust Protector, the powerholder may specify the conditions under which an inferior powerholder can or cannot affect a power held by a superior powerholder. Except as otherwise provided, if more than one person has simultaneously or jointly been designated as Trust Protector of the same trust under the same Paragraph, the power must be exercised unanimously, unless one or more of them is incapacitated. If one or more of them is incapacitated, the remaining co-powerholders or powerholder will serve as the only powerholder or the only co-powerholders, as the case may be.

3.5 Who May Serve As Alternate Or Successor Trustee or Protector. Except as specifically provided to the contrary herein, and subject to the provision in Part II concerning control over insurance policies on the life of a trustee, which more specific provisions will control in case of conflict with this Section, any alternate or successor trustee, or co-trustee or Protector, appointed under this Article, may be any individual, bank or trust company, and may be domiciled anywhere, except that a Maker's descendant who has not attained 35 years of age may not serve as trustee, and if a Maker's descendant who has not attained 35 years of age has a Removal and Replacement Power, such power may not be exercised in favor of an individual unless the individual is older than 35 years and is a descendant of a great-grandparent of the descendant exercising the power.

3.5A Special Restrictions Applicable to Grantors.⁽¹¹⁾ Notwithstanding the preceding Section or anything else herein to the contrary, it is provided, however, that no one may serve in any capacity as trustee or Protector of any trust with respect to which the person is a Grantor, unless the distributions to be determined by the trustee are clearly limited on the face of this instrument by an ascertainable standard relating to health, education, support or maintenance. Further, Maker may not serve as trustee or Protector under any circumstances, and no Grantor may serve as trustee or Protector with respect to a life insurance policy on such Grantor's life.⁽¹²⁾ The foregoing restrictions do not apply to a person with respect to trust property over which the person has been granted a power under this instrument that is expressly referred to and denominated as a type of General Power of Appointment or General Testamentary Power of Appointment.

3.6 Disclaimer. If a beneficiary of any trust under this instrument makes a disclaimer, and if this beneficiary is a trustee under this instrument, this trustee will have no discretionary power to direct the enjoyment of the disclaimed interest or to allocate enjoyment of that interest among members of a designated class (unless this power is limited by an ascertainable standard in the manner permitted by Treasury Regulations under IRC §2518, including Treas. Reg. §25.2518-2(e)(1)(i)), but respecting the disclaimed property or interest in property, the then acting co-trustee will have the sole power to administer and distribute the disclaimed property. If there is no co-trustee then serving, Maker appoints the next successor trustee under this instrument to act as co-trustee for this purpose. Further, such disclaimant may not serve as trust protector with respect to such trust, unless the trustee's power over such trust is likewise limited by an ascertainable standard in the manner permitted by Treasury Regulations under IRC §2518, including Treas. Reg. §25.2518-2(e)(1)(i).

4.1 Effective Date. This agreement will be effective on the date it has been signed by Lotta Money (the "effective date").

4.2 Name of Trust. The trust (including Subtrusts if any) initially established by this instrument (including Parts I, II and III and any schedules) will sometimes be known collectively as The Crummey Money Family Trust. This document may sometimes be referred to as "this instrument," "this agreement," the "trust agreement," or as the "trust instrument." The trustee may freely name or rename any trust or Subtrust under this instrument.

A special Subtrust will be established for each Secondary Beneficiary living at the time of a contribution to the trust. Each such beneficiary may be referred to as "the person on whose behalf the Subtrust was created" or the "person for whom the Subtrust was created" or similar designation. The Subtrust will sometimes be referred to as a Protected Subtrust or simply as a Protected Trust. Each Protected Subtrust may be designated by the name of the person on whose behalf the Subtrust is created. Such a Subtrust may sometimes be referred to as a "Descendant's Subtrust." A Subtrust created for a person will sometimes be referred to herein as that person's Subtrust, even though Maker's Husband is initially the Primary Beneficiary.⁽¹⁴⁾

4.4 Identification of Primary Beneficiary and Secondary Beneficiaries (Life Tenant and Remaindermen). The initial Primary Beneficiary (the life tenant) is Moore Money, if living at the time a contribution is made to the trust.

The initial Secondary Beneficiaries (the remaindermen in default of the exercise of a power of appointment) are Maker's descendants on a representational basis. A Secondary Beneficiary will become Primary Beneficiary if living at the death of the Primary Beneficiary.

4.5 Establishment of Separate Subtrusts. A Subtrust will be created, established and maintained for each of Maker's descendants on a representational basis living at the time of a contribution to the trust. Except as may be otherwise specifically provided, a Subtrust may be held as a separate share or as a separate trust, in the discretion of the trustee. These Subtrusts may, but need not, be held in undivided interests. Each Subtrust under this instrument will be held as a Protected Trust under the terms generally applicable to Protected Trusts, except where otherwise expressly provided.

(a) Initial Division of Trust. Accordingly, this trust will initially be divided into as many equal Subtrusts as there are children of Maker's now living. One Subtrust will be established and maintained for each child.

At the time this trust is established, Maker has two children and no child now deceased leaving descendants now living. Therefore, there will initially be two Subtrusts. If Maker has more descendants, one or more of whom becomes entitled to a representative share, and if future contributions are made at that time, then a new Subtrust will be established with respect to each such additional descendant, by right of representation.

(b) Allocation of Contributions to Subtrusts. Contributions will be allocated to each Subtrust on a representational basis, determined at the time of the contribution. To the extent that a withdrawal powerholder exercises a right of withdrawal, a commensurate charge will be made against such person's Subtrust, if and to the extent the powerholder is a Secondary Beneficiary of a Subtrust.⁽¹⁶⁾

(c) Illustration of Allocation of Contributions. To partially illustrate the principle of representational division intended above, if Maker had two children living (and there were no descendants of any predeceased children), and if Maker contributed $120 to this trust, then (unless otherwise indicated at the time of the contribution) $60 would be allocated to a Subtrust for one child and $60 to a Subtrust for the other child. If at a later date, one of the children had died, but that child had two children then living (and no other children then deceased leaving descendants then living), then, if $120 were contributed at that time (and unless otherwise indicated at the time of the contribution), $60 would be allocated to a Subtrust for the surviving child, $30 would be allocated to a Subtrust for one of the children of the predeceased child and $30 would be allocated to the other child of the predeceased child. If in the first example, the first child elected to withdraw $40 immediately following the contribution, then only $20 would ultimately be allocated to that child's Subtrust.⁽¹⁷⁾

4.6 Duty of Trustee to Account For Separate and Community Property. If, for whatever reason, any portion of the trust estate (including the income from it) ever consists of community property of a beneficiary, then the trustee will not commingle the community property with the separate property in a way that changes the separate or community character of the property, or in a way that the separate or community character becomes difficult to distinguish or to account for. The trustee will account for separate and community property separately. Separate or community property of whatever character may be maintained in separate Subtrusts.

ARTICLE V

DISTRIBUTIONS DURING PRIMARY TERM OF TRUST

Annual Withdrawal Trust⁽¹⁸⁾

5.1 Protected Trusts.

(a) Initial Establishment. This instrument initially establishes a Protected Subtrust for each of Maker's descendants on a representational basis living at the time of a contribution to the trust. These Subtrusts initially comprise the entire trust estate. Each Subtrust will be treated as a Protected Trust, except that it may be held as a substantially separate share, rather than as a separate and distinct trust, if otherwise permitted under this instrument.

(b) Conditions For Later Establishment. Subject to the Maximum Duration Rule, and except as may be authorized by a power of appointment or power of withdrawal expressly conferred by the terms of this instrument, a distribution upon termination of a trust, a distribution in default of the exercise of a power of appointment, and any other distribution that is not a facts and circumstances distribution, that is otherwise to be made to or for the benefit of an individual beneficiary, will not be made directly to the beneficiary, but instead will be made to (or continued to be held by) the trustee, in trust, of a separate and distinct trust (which trust will be known as a "Protected Trust") for that beneficiary.

(c) Distributions from Protected Trusts. During the term of each Protected Trust, the trustee may distribute to or for the benefit of the Primary Beneficiary so much of the trust income and principal as the trustee, in its sole and uncontrolled discretion, may judge to be necessary or reasonable to provide for the health, education, maintenance or support of the beneficiary. In making these distributions to a beneficiary, the trustee may, but need not, consider all other sources of support available. Unless otherwise specifically provided, distributions from a Protected Trust cannot be made to or for the benefit of anyone other than the Primary Beneficiary so long as the Primary Beneficiary is living. With respect to each trust, there generally should be only one person presently entitled, or in the trustee's discretion authorized, to receive distributions, unless an applicable power of appointment or withdrawal has been exercised to the contrary. Except as may be authorized by a power of appointment or power of withdrawal expressly conferred by the terms of this instrument, but notwithstanding anything else herein to the contrary, no distribution may be made from a Protected Trust that would discharge a legal obligation (including a legal obligation of support) of anyone other than the beneficiary.

It is the Maker's desire that the trustee be liberal in reimbursing a beneficiary's legal guardian (if the beneficiary is not a child of Maker's or Maker's spouse or if Maker is deceased) for all expenses reasonably or necessarily incurred in providing for the health, education, maintenance or support of the beneficiary, including, to the extent within the standard, travel and transportation expenses and an allowance for the reasonable rental value of housing, in order that the guardian will not be financially burdened by assuming the office of guardian.

5.1A Distributions of The Trust Estate to Spouse.⁽¹⁹⁾

(c) Limitation On Power to Benefit Moore Money. Notwithstanding anything else in this instrument to the contrary, no distribution will be made to Moore Money out of property with respect to which someone else (i) has a presently exercisable withdrawal power or (ii) had a withdrawal power that lapsed, to the extent the lapsed withdrawal power exceeded the 5 & 5 limit at the time of the lapse, if the withdrawal powerholder is still alive. (As a general rule, this instrument does not permit a withdrawal right to lapse in excess of the 5 & 5 limit, so long as the powerholder is still living.)⁽²¹⁾

(d) QTIP Trust Provisions Applicable During First Three Years. If Moore Money outlives Maker, then notwithstanding any provisions in this instrument to the contrary, other than the immediately preceding Subsection, it is specially provided that if Maker dies within the three years following a contribution to the trust by Maker of a life insurance policy on Maker's life, the proceeds of the policy will be set aside in a special Marital Deduction Subtrust, and Moore Money will have a "qualifying income interest for life" in the Marital Deduction Subtrust.⁽²²⁾ Notwithstanding anything else in this instrument to the contrary, no person will have a power to appoint any part of the proceeds of such policy to any person other than the Surviving Spouse during the lifetime of the spouse, and any Power of Appointment otherwise granted Moore Money over the proceeds will be a "testamentary" power only.⁽²³⁾

To the extent clearly consistent with the foregoing provisions of this Section, the Marital Deduction Subtrust will be administered and distributed in all other respects as otherwise would have been applicable in the absence of this Section.

5.2 Withdrawal Rights.

(a) General Rule. Subject to the following rules and limitations, a person having withdrawal rights may withdraw property from the trust estate in an amount not exceeding the value (determined at the time of contribution) of any property contributed to the trust with respect to which the person's withdrawal rights have not lapsed.

(b) Assets Out of Which Withdrawal Right Can Be Satisfied. The assets out of which or the proceeds of which a right of withdrawal may be satisfied include the property (or the proceeds of the property) that was contributed and that gave rise to the withdrawal right, and further include any other property (or the proceeds of property) in the trust estate of any trust created under this instrument.⁽²⁴⁾ (Whether the right is satisfied in cash or in other property of equivalent value at the date or dates of distribution is in the discretion of the trustee.)

(b-1) Satisfaction of Withdrawal Right Out of Trust Other Than Trust To Which the Property Was Contributed. If a right of withdrawal existing by virtue of a contribution of property has been satisfied out of a trust (including, as always, a Subtrust) other than the trust to which the contribution was made, the trust estate of the trust to which the contribution was made will immediately reimburse the trust out of which the withdrawal right was satisfied.

(c) Who Has Withdrawal Rights. The persons having withdrawal rights (the withdrawal powerholders) are Maker's Husband and each of the Maker's descendants on a representational basis, living at the time a particular contribution is made.⁽²⁵⁾

(d) Value of Contribution. The value of a contribution for purposes of measuring a withdrawal right will be determined at the time of the contribution unless otherwise specified.

(e) Multiple Withdrawal Powerholders/ Amount Subject to Withdrawal. If more than one person has a right of withdrawal with respect to a particular contribution, the value of each such person's right of withdrawal will be limited proportionately as follows:⁽²⁶⁾

Subject to any rules otherwise limiting the extent of a powerholder's withdrawal right, each descendant's proportionate part will be equal to the value of the contribution that would have been allocated to the Subtrust established for the powerholder if the powerholder had no power of withdrawal (not counting the value of the contribution over which Maker's Wife had a power of withdrawal).

For example, if $14,000 were allocated to the trust, and if Maker had two children then living and one child then deceased leaving 2 children of the predeceased child then living (who are the predeceased child's only descendants), then Maker's Wife could withdraw $5000, Maker's two children could each withdraw $3000, and Maker's two grandchildren (the children of the predeceased child) could withdraw $1500 apiece. If no one exercised a withdrawal power, 1/3rd of $14,000 would be allocated to a Descendant's Subtrust for the first child, 1/3rd to a Descendant's Subtrust for the second child, 1/6th to a Descendant's Subtrust for the first grandchild and 1/6th to a Descendant's Subtrust for the second grandchild. If the withdrawal power were fully exercised by Maker's Wife, and by no one else, $9000 would be allocated to the Subtrusts in the same proportions and in accordance with their withdrawal rights, i.e., $3000 to a Subtrust for each child and $1500 to a Subtrust for each grandchild. If a descendant exercised a withdrawal right, the share of the $9000 ($3000 in the case of a child, and $1500 in the case of a grandchild, under the facts given) that would otherwise be allocated to that Descendant's Subtrust would be reduced dollar for dollar by the value of the amount he elected to withdraw.⁽²⁷⁾

(f) How To Exercise The Withdrawal Right. A withdrawal right may only be exercised by a notarized written instrument, signed by the beneficiary, or his legal representative and delivered to the trustee, indicating the amount desired to be withdrawn. A beneficiary need not know of a contribution or of the amount of his withdrawal right in order to exercise the right, but may simply issue a blanket demand at any time for a distribution equal to the amount of the value of any withdrawal right that he may have at any point in time.⁽²⁸⁾

(g) Trustee Will Maintain Sufficient Liquid Assets To Satisfy Demand Rights. The trustee will, at all times while the demand right is outstanding and exercisable, retain sufficient funds and (or) transferable assets in the trust to satisfy the right of demand, should it be exercised. Should the trust contain insufficient liquid assets to satisfy a demand when made, the trustee will take whatever reasonable steps are necessary to assure that the demand right can be satisfied. Such steps may include borrowing (or receiving a commitment to loan) funds in order to satisfy the demand and will, if necessary, pledge trust property to secure it. A demand right may be satisfied by distribution of the proceeds of a life insurance policy, or, if the policy has value and is transferable, by a distribution of the policy itself. Furthermore, if a Grantor makes a contribution of property to the trust, and if the property is not sufficiently liquid to satisfy the withdrawal rights that some other person may have with respect to the property, then the Grantor (by making the contribution of the property to this trust) agrees and by signing this instrument legally commits to loan to the trust any funds necessary to satisfy the withdrawal rights arising by virtue of the contribution, although the trustee will not be limited to a Grantor as the source of any required loan.⁽²⁹⁾

(h) Distribution Following Exercise Of Withdrawal Right. The trustee may satisfy the exercise of a withdrawal right by distribution of cash or other property, including insurance policies, within a reasonable period of time after delivery of the written instrument exercising the withdrawal right.

(i) Exercise Of Withdrawal Right By Special Representative. If the withdrawal right is possessed by a person who is legally incapacitated, that withdrawal right may be exercised for and on behalf of the incapacitated person by anyone having authority to act for and on behalf of the incapacitated person, including, but not limited to, a legal or natural guardian, or any other legal representative, including the holder of a valid power of attorney for the incapacitated person, and any of such persons (not necessarily exclusively) may receive notice for and on behalf of the incapacitated person, all without having to qualify before any court. In addition, any "Special Representative" of an incapacitated person may also make the withdrawal for and on behalf of the incapacitated person and may receive notice for and on behalf of the person, without having to qualify before any court. The following persons are all hereby severally designated to act as the Special Representative of an incapacitated person: (a) the trustee, (b) a grandparent, child of a grandparent, and any adult sibling, of the incapacitated person, and (c) any other person hereafter designated by the trustee or Maker. Any person designated to act as the Special Representative may exercise a withdrawal right for and on behalf of a legally incapacitated powerholder, whether or not any other Special Representative agrees. Any distribution made for and on behalf of an incapacitated person, at the instigation of a Special Representative, will be made for the sole benefit of the incapacitated person in such form as is otherwise provided in the Facility of Payment provisions found in Part II. Each Grantor of property, with respect to which an incapacitated person has withdrawal rights, agrees to allow the appointment of a legal guardian who has the power to exercise those withdrawal rights for and on behalf of that person.⁽³⁰⁾

(j) Notice of Withdrawal Right. Each powerholder will be notified that this instrument grants the powerholder withdrawal rights that will lapse if not exercised and will further be notified of the manner in which and conditions under which the power may be exercised. If the powerholder is legally incapacitated, such notice will be given to as many Special Representatives as is reasonable in order for the withdrawal power to be meaningful; provided, however, that such notice will be given to at least one Special Representative (herein sometimes referred to as a "Qualified Special Representative") who is not: (a) a person who has contributed property giving rise to a withdrawal right for and on behalf of an incapacitated person, or (b) a person who is or may be entitled to distributions from the trust to which the contribution is made.

The extent of the notice and the frequency with which additional notice is given will be whatever is reasonable and sufficient so that the powerholder or his Special Representatives could easily exercise the withdrawal power if in the least so inclined.⁽³¹⁾ The sufficiency of the notice(s) will depend on the circumstances, including the length of the withdrawal period to which the right relates, the ease with which the right may be exercised, and the knowledge that is required in order for the withdrawal powerholder to effect the withdrawal. A Special Representative receiving such notice is a fiduciary with respect to the incapacitated powerholder with respect to the decision to exercise or not exercise the withdrawal power on the beneficiary's behalf.

(k) Limitations on Withdrawal Rights--Lapse of Withdrawal Right.

(1) Time In Which The Withdrawal Right Must Be Exercised. Subject to any limitations set forth elsewhere in this instrument,⁽³²⁾ a right of withdrawal with respect to a contribution will lapse if not exercised by whichever of the following dates occurs first:

(a) December 31 of the calendar year following the calendar year in which the contribution of the property with respect to which the size of the withdrawal right is measured was made;

(b) sixty days after (i) a beneficiary who is not incapacitated, or (ii) a Qualified Special Representative, in the case of an incapacitated beneficiary, receives written notice of the right of withdrawal and the value of the contribution with respect to which the withdrawal right is measured;

(c) the powerholder's date of death;

(d) in the case of Maker's Husband, such withdrawal right terminates no later than 60 days after the transfer to the trust.

Notwithstanding this general rule, for the first two calendar years of the trust that includes the effective date, the withdrawal right will lapse no later than 30 days after the date the contributions are made, provided that this special rule only applies to the first contributions made during the calendar year that do not exceed in value $5000 times the number of withdrawal powerholders. ⁽³³⁾

(2) Withdrawal Right is Noncumulative. Subject to any limitations set forth elsewhere in this instrument, the rights of withdrawal will be treated separately, and to the extent a right of withdrawal is not fully exercised within the time specified above, it will lapse. If a withdrawal right lapses, any additional withdrawal rights thereafter accruing as a result of additional contributions will not exceed the value of the future contributions at the time of contribution.

(3A) Withdrawal Power of Spouse Limited to $5000. Further, Maker's Husband's withdrawal power will not exceed $5000 in value with respect to contributions made by Maker during any calendar year.⁽³⁴⁾

(4) Limitation On Amount Lapsing To Greater of $5000 or 5% of the Trust Estate Determined at Time of Lapse. Notwithstanding the above, the aggregate withdrawal rights or additional withdrawal rights lapsing during any calendar year, during the lifetime of the powerholder, may not at any time exceed in value the greater of (a) $5000 or (b) 5% of the aggregate value of the assets out of which or the proceeds of which the exercise of the power of withdrawal could be satisfied, determined at the time of the lapse⁽³⁵⁾ (or determined at the time the lapse would otherwise have occurred but for this Paragraph), reduced by all prior lapses with respect to that withdrawal powerholder during the same calendar year.⁽³⁶⁾ The limit on the amount that can lapse at any time may sometimes be referred to as the 5 & 5 limit.⁽³⁷⁾* In applying and interpreting the 5 & 5 limit, the trustee, to the best of its ability, will be guided by Maker's intent that a lapse of a power of appointment during the life of the powerholder will not be considered a release under IRC §2514(e) or §2041(b)(2).⁽³⁸⁾ Any withdrawal rights outstanding at the date of death of the powerholder will lapse at that time, whether or not they would otherwise have lapsed under the preceding rules of this Subsection.

A withdrawal right that has not been exercised and that is otherwise scheduled to lapse, but that does not lapse because of the 5 & 5 limit, will lapse on the second day of the next calendar year, to the extent that the 5 & 5 limit is not exceeded at that time. So long as the trust has not terminated, this process will continue from year to year to the extent any withdrawal rights remain, until all of the beneficiary's withdrawal rights lapse or until the beneficiary dies, whichever first occurs.

(l) Reference to Power of Appointment Does Not Include Withdrawal Right. Any reference in this Article to a Power of Appointment (whether or not capitalized) will not be treated as a reference to or a limitation on a power of withdrawal otherwise expressly granted.⁽³⁹⁾

5.3 Portions of Trust Attributable to Different Transferors for GSTT Purposes.⁽⁴⁰⁾ In accordance with Treas. Reg. §26.2654-1(a)(2), if there is more than one transferor with respect to a trust for purposes of chapter 13 of the IRC --as there might be if (or to the extent that) the value of a lapsed withdrawal right exceeds the greater of (a) $5000 or (b) 5% of the aggregate value of the assets out of which, or the proceeds of which, the exercise of the lapsed powers could be satisfied, which under the terms of this instrument ought not to happen, except, perhaps, on the death of a powerholder--, the portions of the trust attributable to the different transferors may be divided at any time into separate trusts to reflect that treatment. The new trusts may be severed on a fractional basis. In accordance with Treas. Reg. §26.2654-1(b)(1)(ii)(C)(1), if the new trusts are severed on a fractional basis, the separate trusts need not be funded with a pro rata portion of each asset held by the undivided trust. The trusts may be funded on a nonpro rata basis provided funding is based on either the fair market value of the assets on the date of funding or in a manner that fairly reflects the net appreciation or depreciation in the value of the assets measured from the date of death to the date of funding.⁽⁴¹⁾

5.4 Powers of Appointment.⁽⁴²⁾

(a) Power of Appointment in Moore Money. Moore Money will have a Nongeneral Power of Appointment over the property in each trust of which he is a Primary Beneficiary and with respect to which no one else has an existing withdrawal power. However, the class of beneficiaries eligible to benefit by the exercise of that power is limited to the descendants of a grandparent of a Maker or a spouse of such descendant.⁽⁴³⁾

(b) Default in Exercise of Power of Appointment By Moore Money. To the extent the Nongeneral Power of Appointment granted Moore Money is not effectively exercised, the person for whom a Subtrust has been created will become the Primary Beneficiary of the trust estate of such trust existing at the death of Moore Money, if living at that time, and will have such powers of appointment as described below. However, if the person for whom a Subtrust has been created is not living at the date of death of Moore Money, then, in default (in whole or in part) of the exercise of the Nongeneral Power of Appointment granted Moore Money, the undistributed trust estate of the trust existing at the death of Moore Money (with respect to which the power was not effectively exercised) will be subject to the secondary power of appointment described immediately below.⁽⁴⁴⁾

(c) Power of Appointment in Secondary Beneficiary Who Becomes Or Would Have Become a Primary Beneficiary. Except as otherwise provided below in this Section, the Primary Beneficiary of a Subtrust (other than Moore Money), and each Secondary Beneficiary on whose behalf a Subtrust was established during Moore Money's life (i.e., each withdrawal powerholder who is to become the Primary Beneficiary of such Subtrust on the death of Moore Money), will have a Nongeneral Testamentary Power of Appointment over the undistributed trust estate of such Subtrust existing at the date of death of such beneficiary.⁽⁴⁵⁾ Such beneficiary will be sometimes be referred to in this Section as the "Testamentary Power Holder."

(1) General Testamentary Power of Appointment Over GSTT Property.⁽⁴⁶⁾ Notwithstanding the preceding provisions of this Subsection, if the beneficiary (Testamentary Power Holder) of a "Separate Trust for GST Purposes" was not the "Transferor for GST Purposes"⁽⁴⁷⁾ of that trust immediately prior to the beneficiary's death, then the beneficiary will have a General Testamentary Power of Appointment over any "GSTT Property" in the undistributed trust estate of such trust existing at the date of death of the beneficiary, if such trust had, immediately prior to the beneficiary's death, an inclusion ratio for Federal Generation Skipping Transfer Tax purposes that was greater than three-fourths.

(1A) Limitation on Exercise of Nongeneral Testamentary Power of Appointment. Notwithstanding the preceding provisions of this Subsection, if a Secondary Beneficiary on whose behalf a Subtrust was established during Moore Money's life is not the Transferor for GST Purposes of a Separate Trust for GST Purposes immediately prior to the beneficiary's death, and if that beneficiary does not survive Moore Money, then any Nongeneral Testamentary Power of Appointment belonging to that beneficiary over that trust (and with respect to which the power in Moore Money was not effectively exercised) will be over only so much of the trust estate as exists at the death of Moore Money.

(2) Definition of Transferor for GST Purposes. The term "Transferor for GST Purposes" as used in this Section means a person who, under Chapter 13 of the IRC and the regulations thereunder, is either (a) the transferor of that trust or (b) is treated as the transferor. See IRC §2652(a).

(3) Definition of Separate Trust for GST Purposes. For purposes of this Section, the phrase "Separate Trust for GST Purposes," means either (a) the entire trust estate, if there is only one Transferor for GST Purposes with respect to the trust, or (b) the portion of the trust estate that is treated as a separate trust for purposes of Chapter 13 of the IRC or Treas. Reg. §26.2654-1(a)(2) if there is more than one Transferor for GST Purposes with respect to the trust, as the case may be.

(4) Definition of GSTT Property. The term "GSTT Property" means property remaining in a trust at the date of the Testamentary Power Holder, if, under the facts fixed and existing at such date, a "generation skipping transfer" (within the meaning of IRC §2611 or Chapter 13 of the IRC) would have occurred (at and as a result of the Testamentary Power Holder's death) with respect to such property if (i) the Testamentary Power Holder were the Primary Beneficiary of the Trust, (ii) Moore Money had predeceased the Testamentary Power Holder (in the case of a Testamentary Power Holder other than Moore Money) and (iii) the Testamentary Power Holder had died holding only an unexercised Nongeneral Testamentary Power of Appointment over the property.⁽⁴⁸⁾

(e) Default in Exercise of Power of Appointment By Secondary Beneficiary. Subject to the prior exercise of the power of appointment granted Moore Money, if a Testamentary Power Holder fails (in whole or in part) to effectively exercise a power of appointment granted such person, the undistributed trust estate of such trust (with respect to which such person's power of appointment was not effectively exercised) will be distributed to or for the benefit of the person or persons who are designated in Part II as the takers in default, determined as of the powerholder's date of death; provided, however, that if the Testamentary Power Holder predeceases Moore Money, Moore Money will continue to be the Primary Beneficiary for life (with respect to so much of the trust over which such person's power of appointment was not effectively exercised), and the takers in default will merely succeed to the interest of the deceased powerholder.⁽⁴⁹⁾

5.5 Skip Person Trusts.⁽⁵⁰⁾

(a) Beneficiary Who Is A Skip Person. Notwithstanding the above or anything else in this instrument to the contrary, (1) if Moore Money should predecease Lotta Money and (2) if, following that event, a beneficiary having a right of withdrawal under this instrument is either (i) a grandchild of the Grantor, (ii) a natural person assigned to a generation that is two or more generations below the generation assignment of the Grantor (transferor), or (iii) a skip person with respect to the Grantor (transferor) within the meaning of Chapter 13 of Subtitle B of the IRC, including §2613, ⁽⁵¹⁾then, any property (and its proceeds) contributed by that Grantor, over which the beneficiary has or had a right of withdrawal, will be set aside in a special Subtrust for the beneficiary under this Section. This Subtrust may be known as a Skip Person Nonexempt Trust (or Subtrust). (If a Skip Person Nonexempt Trust has already been created for the powerholder under this Subsection, the property or proceeds may be added to the preexisting trust.)

(b) Each Skip Person Nonexempt Trust Will Have Only One Beneficiary Entitled To Distributions At Any One Time. During the lifetime of each Primary Beneficiary of a Skip Person Nonexempt Trust, no portion of the corpus or income of the trust may be distributed to (or for the benefit of) any person other than the Primary Beneficiary. In this regard, it is intended that a generation skipping transfer to a Skip Person Nonexempt Trust will qualify as a direct skip that is a nontaxable gift, within the meaning of IRC §2642(c)(2), if the transfer is made following the lifetime of Moore Money and at a time when Moore Money is no longer the Primary Beneficiary.

(c) Beneficiary of Skip Person Trust Will Have General Testamentary Power of Appointment. Notwithstanding the preceding Section or anything else in this instrument to the contrary, the Primary Beneficiary of a Skip Person Trust will have a General Testamentary Power of Appointment over the trust estate of that Subtrust existing at his death.

(d) Withdrawal Right Accruing Limited By Available Annual Exclusion. Notwithstanding the above, the amount set aside in a Skip Person Trust for any particular Primary Beneficiary under this Section for contributions made by any particular donor and the donor's spouse (other than Moore Money, who, as we know, is not allowed to be a donor), may not exceed in value the amount of the annual gift exclusion (under §2503(b) of the IRC) then available to the donor of the property and the donor's spouse with respect to the powerholder during the calendar year, taking into account previous transfers by the donor and the donor's spouse to the powerholder, as if gift splitting under IRC §2513 will be elected in full.

ARTICLE VI

REVOCATION

6.1 Revocation-Trust is Irrevocable.

(a) This Trust is irrevocable. It may not be altered, amended, revoked or terminated in any respect by any Maker under any conditions. Except as may be authorized by a power of appointment or power of withdrawal expressly conferred by the terms of the trust, it may not be altered or amended in any respect by anyone else, nor may it be terminated other than through distributions permitted by this instrument. The provisions of this Article will control in the event of conflict with any other provision of this instrument.

(b) Maker will have no right or power, whether alone or in conjunction with others, in whatever capacity, to alter, amend, revoke, or terminate the trust, or any of the terms of this trust Agreement, in whole or in part, or to designate the persons who will possess or enjoy the trust property, or the income from it. By this trust Agreement Maker intends to, and does relinquish absolutely and forever all possession or enjoyment of, or right to the income from, or reversionary interest in, the trust estate, whether directly, indirectly, or constructively, and relinquishes every interest of any nature, present or future, in the trust property, whether now or hereafter acquired, including but not limited to any insurance policies assigned to or acquired by the trustee.

(c) The income of the trust (without the approval or consent of any grantor or other adverse party) may be applied by the trustee to the payment of premiums on policies of insurance on the life of the grantor or the grantor's spouse. For purposes of this Subsection the term "grantor" and "grantor's spouse" will have the same meaning as that used in IRC §677(a)(3). Further, notwithstanding the above, upon and after the death of Moore Money, Maker will have the power, exercisable in a nonfiduciary capacity, to reacquire trust corpus (other than life insurance on the life of the Maker) by substituting other property of an equivalent value, without the approval or consent of any person in a fiduciary capacity.

Maker realizes that because her Husband is a beneficiary of this trust (and perhaps for other reasons), Maker will treated as the owner or "grantor" of the trust for Federal Income Tax purposes.

7.1 Payment of Estate Taxes, Debts and Expenses of Probate Administration. Subject to the explicit limitations provided elsewhere in this instrument on the powers of any individual trustee who is also a trust beneficiary of a trust he is administering, which limitations and restrictions govern in the case of conflict, the following provisions will apply:

(a) Contribution and Reimbursement For Taxes, Debts and Expenses On Nonprobate Assets. The trustee will contribute to or reimburse a Maker's probate estate for any estate taxes attributable to property that is a part of the trust estate of any trust under this instrument at the date of the Maker's death and that is (other than by virtue of this Section) includible in the Maker's gross estate for federal estate tax purposes, in the manner set forth in Maker's Will or as otherwise required by law, except where it has been specifically provided to the contrary elsewhere in this instrument. Such reimbursement will not exceed, however, what would otherwise be required by law in the absence of this Subsection as if Maker's Will were silent on the subject.⁽⁵²⁾ The trustee will also contribute to or reimburse the Maker's probate estate, in the manner set forth in Maker's Will making specific reference to this trust, or as otherwise required by law, for any debts and expenses for which the Maker's probate estate is liable, if the trust estate (other than by virtue of this Subsection) is also liable for these debts and expenses.⁽⁵³⁾ The requirement of reimbursement or contribution may be waived by Maker's executor as a matter of convenience if such waiver does not materially affect the beneficial interests of the beneficiaries. Such reimbursement will not exceed, however, what would otherwise be required by law in the absence of this Subsection as if Maker's Will were silent on the subject.

(b) Source of Contribution or Reimbursement. Contribution and reimbursement (if otherwise applicable) will generally be made from the sources described in Maker's Will, using the abatement and apportionment scheme described in that Will, as if the Decedent's share of the trust estate were a part of Maker's probate estate. Again, however, reimbursement will not be permissible unless the law would otherwise have permitted such reimbursement in the absence of this Subsection if Maker's Will were silent on the subject.

7.2 Special Miscellaneous Provisions Relating To the Administration of Trusts. Subject to the explicit limitations provided elsewhere in this instrument on the powers of any individual trustee who is also a trust beneficiary of a trust he is administering, which limitations and restrictions govern in the case of conflict, the following provisions will apply:

(a) Valuation For Funding and Distribution Purposes. Except as may otherwise be specifically provided, distributions of property will be valued and credited at the fair market value of the property determined as of the date or dates of distribution.

(b) Limitations On The Exercise of Certain Administrative Powers.

(1) In the case of an individual who is a fiduciary and who is also a beneficiary, such person's administrative and fiduciary powers that could affect his beneficial interest will extend no further than the mere power of management, investment, and custody of assets, and the power to allocate receipts and disbursements as between income and principal, exercisable in a fiduciary capacity, whereby that fiduciary has no power to enlarge or shift any of the person's beneficial interests except as an incidental consequence of the discharge of its fiduciary duties.

(2) The foregoing provisions of this Subsection do not prohibit the exercise of a power to consume, invade or appropriate income or corpus, or both, for the benefit of a beneficiary that is limited by an ascertainable standard relating to the health, education, support, or maintenance of the beneficiary, as those terms are described in Treas. Reg. §20.2041-1(c)(2), and do not prohibit scheduled distributions over which the trustee has no discretion.

(3) A person will have no power to alter, amend, revoke, or terminate any interest of which the person has at any time made a transfer. The words used in the preceding sentence have the same meaning as they have in IRC §2038 (e.g., the lapse of a withdrawal right created by someone else may be a release under IRC §2041, but would generally not be a transfer under §§2036-2038).

(4) No distribution may be made by a fiduciary to any other beneficiary that would discharge a legal obligation (including a legal obligation of support) of that fiduciary.

(5) This Subsection governs in the event of conflict with any other provision of this instrument or any trust under this instrument.

(6) This Subsection does not apply with respect to any interest over which the person has been expressly granted a General Power of Appointment or a General Testamentary Power of Appointment by this instrument.

(c) Support Obligations. No distribution (except as may be authorized by a power of appointment or power of withdrawal expressly conferred by the terms of the trust) will be made from a trust that would discharge a legal obligation (including a legal obligation of support) of anyone other than the beneficiary, if the person whose obligation would be discharged is either the Maker, a trustee, or a Protector who appointed the trustee, unless (in any case) the person whose obligation would be discharged has otherwise been granted a power that is expressly referred to and denominated in this instrument as a General Testamentary Power of Appointment or General Power of Appointment over the property distributed. This Subsection governs in case of conflict with any other provision of this instrument.

(d) Provisions With Respect To Life Insurance. The trustee is authorized and empowered, in its sole and uncontrolled discretion, to purchase one or more insurance policies on the life of anyone other than the trustee. Such investment is per se authorized under this instrument and not subject to any other requirement that trust investments be diversified.⁽⁵⁴⁾ The trustee will solely exercise all incidents of ownership, including all right, title, and interest to policies in which the trust has an interest. This right, title, and interest specifically includes all "incidents of ownership," as that term is contemplated by IRC §2042, as currently in effect or subsequently amended. By way of example and not by limitation, the right, title, and interest of the trustee to the life insurance policies subject to this trust include, without limitation, all rights, powers, options, privileges, or other incidents of ownership such as the power to change any beneficiary consistent with this agreement, the power to surrender or cancel any policy consistent with this agreement, the power to revoke any assignment consistent with this agreement, the power to pledge any policy for a loan consistent with this agreement, the power to obtain from the insurer a loan against the surrender value of any policy consistent with this agreement, or the power to convert insurance from term to whole life or whole life to term insurance. The words "consistent with this agreement" when used in the foregoing sentences are intended to be interpreted in a manner that the trustee's legal ownership of any policies is not diminished, but are used only to evidence the trustee's fiduciary obligations under this agreement. The trustee will sustain no liability to anyone if any policies should lapse for nonpayment of premiums, assessments, or other charges because there were inadequate funds in the trust to enable the trustee to make those payments.

Notwithstanding the above, a trustee may not purchase or exercise any incidents of ownership over a policy of life insurance on the life of the trustee, or on the life of a "Protector" who appointed the trustee. If it is necessary for someone to exercise any incidents of ownership over a policy of life insurance on the life of a trustee or on the life of a "Protector" who appointed the trustee, it will be done by the person who would have such power in the event the insured trustee were incapacitated or deceased. It is specially provided, however, that the restrictions on a trustee imposed by this Subsection do not apply with respect to a trust over which the trustee has otherwise been granted a power that is expressly referred to and denominated in this instrument as a "General Testamentary Power of Appointment" or "General Power of Appointment."

[END OF PAGE, END OF ARTICLE VII AND END OF PART I OF TRUST AGREEMENT]

As used in this instrument, the following terms, whether or not capitalized, will be given the following meanings, unless the context very clearly indicates otherwise.

1.1 Fiduciaries, Personal Representatives and Maker.

(a) The words "executor," "administrator," "personal representative," "trustee," and "guardian," and the pronoun "it," in reference to such words, always refer to the male or female person or persons, or to the institution, or to any combination of them, holding the executorship or administration of a decedent's estate, or a trusteeship of any trust under a will, under this instrument, or a guardianship under a will or otherwise, as the case may be. The term "fiduciary(ies)" refers collectively and interchangeably to each and every executor, administrator, trustee, guardian and ancillary fiduciary at any time acting, as the context indicates. Unless otherwise indicated, the term "trustee" generally means the trustee identified in the instrument creating The Crummey Money Family Trust. The term "personal representative" means "executor" and vice-versa, and the term "executor" means "executrix" if the person appointed or serving as "executor" is a female.

(b) Such words also refer to any successor or alternate, including corporations that succeed to the fiduciary business of the named fiduciary (a corporate successor) by consolidation, division, merger, purchase or acquisition of assets, change of name or otherwise, and the appointment of a corporate trustee or ancillary fiduciary will be treated as including the appointment of its corporate successor, whether or not such change or succession occurs before or after the signing of this instrument. All successor or alternate fiduciaries will have the same powers, authorities, obligations and limitations as the original fiduciary, unless other provisions of this instrument specifically provide to the contrary.

(c) The term "Testator" means the person making a will, whether or not the person is male or female.

The term "Maker" means Testator, in the case of a will, or settlor(s), trustor(s), or creator(s) in the case of a trust.

Upon and after death, Maker is sometimes referred to as the "Decedent" or as the "Deceased Maker." If, however, the word "decedent" is not capitalized, the term may include a deceased person other than Maker. (If the word "Decedent" is capitalized, it will usually refer only to Maker.)

The term "Grantor" as used in this instrument includes Maker, but will otherwise refer to anyone who has at any time made a "transfer" of property to a trust under this instrument (except in case of a bona fide sale for an adequate and full consideration in money or money's worth). The term "transfer" for this purpose will have the meaning used for federal estate and gift tax purposes. The term "Grantor" will include a spouse of a Grantor to the extent that the Grantor contributed community property of the spouse.

1.2 Adoptions.

(a) A person who is under nineteen (19) years of age when legally adopted will be treated as the child of his adoptive parent. This presumption will not operate to exclude any such person as a beneficiary under this instrument, unless such child, before the age of two (2) years, is adopted out of both sides of his biological family such that neither legal parent is biologically related to the child within the fourth degree of relationship.

(b) A person who is nineteen (19) years of age or older when legally adopted will not be treated as the child of his adoptive parent.

(c) The provisions of this Section will control all others in the case of conflict, provided, however that, in any event, a person identified by name in the provisions of Part I identifying Maker's family will be considered to be related to Maker as indicated in it, no matter what.

1.3 By Right of Representation-Per Stirpes.

(a) The term "by right of representation," or "per stirpes" as used in this instrument, means per stirpes, as further defined in subsection (b) below. This means that lineal descendants will represent their ancestor, that is, will stand in the same place as such ancestor would have had he been living. For this purpose, a living descendant excludes his own descendants, and a dead descendant is represented by his own descendants. A division "by right of representation" may sometimes be referred to as a division on a "representational basis." The shares created in a division on a representational basis may sometimes be referred to as "representational shares." Such a division may also be referred to as a "representational division." For example, if a person was survived by 4 children and 2 grandchildren who were the only children (surviving or otherwise) of a predeceased child, a division by right of representation would provide 2 equal shares for each child who survived, and one share for each of the children of the predeceased child (ten shares in all). This would be true regardless of whether the surviving children had children then living, or whether the surviving grandchildren had living descendants.

(b) Unless otherwise clearly indicated, the stirpes (i.e. the roots or stocks selected for the purpose of making the first division of the estate on a per stirpital or representational basis) are to be those of the generation nearest the common ancestor of which one or more of the members survived, and for this purpose, a disclaimant will be treated as if he survived. This is not necessarily strict per stirpes and is sometimes referred to as "per capita with right of representation," since, for example, the grandchildren of a decedent will take equal shares, if no children are living at the time the division is determined.

1.4 Residuary Estate. Except as otherwise expressly limited, the term "residuary estate" generally means all property (including lapsed gifts) that is disposable under this instrument and that, other than by the gift of the residuary estate, has not been disposed of by it. A "residuary gift" is a gift of property passing as part of the residuary estate. A "nonresiduary gift" is a gift of property passing other than as a part of the residuary estate. If a gift (including a residuary gift) lapses, it will be added to the remainder of the residuary estate, so long as there is any, unless otherwise specifically provided to the contrary in this instrument.

1.5 The term "including" means "including but not limited to." The term "includes" means "includes but is not limited to." The term "include" means "include but are not limited to." Any "examples" given are by way of illustration and not by way of limitation, unless otherwise stated.

1.6 The term "separate share," as applied to a trust, will mean a substantially separate, distinct, and independent share, which will be treated for all practical purposes as if it were a separate trust. Distributions from a separate share must be made exclusively for the benefit of the beneficiaries of that share. A separate share may consist of undivided interests or divided (segregated or earmarked) interests in the trust of which it is a part. If a beneficiary has an interest in a separate trust, distributions from which must be made exclusively for his benefit for so long as he is living, his "share" will be the entire trust. If there is only one trust, the separate share will mean the entire trust. The trustee will have the discretion to elect to transform a separate share into a separate trust at any time.

1.7 The "trust" means the "trusts" where apparent from the context, and generally refers to the trust or trusts (including Subtrusts) created under this instrument, or to a particular trust or trusts created under this instrument, where the context indicates. The word "trust" means "Subtrust" and vice-versa unless the context clearly indicates otherwise. (Therefore, it is not necessary to add the phrase "including Subtrusts" after the word "trust" if applicable, except as an occasional reminder.) Accordingly, a reference to a "Protected Trust" would describe a "Protected Subtrust" as well.

1.8 A "Subtrust" must be held either as a separate share or a separate trust. Whether a Subtrust is held as a separate share or as a separate trust will be within the sole and unfettered discretion of the trustee, unless this instrument clearly specifies otherwise. If there is only one trust, the term Subtrust will mean the entire trust.

1.9 Powers of Appointment. A power of appointment may be either general or nongeneral (special), and may be either testamentary or intervivos, depending on its nature. A power of appointment is not a fiduciary power. The holder of a power of appointment will never be liable to anyone under any circumstances for exercising or failing to exercise a power of appointment. A power of withdrawal, including the power of a Special Representative to exercise a power of withdrawal for and on behalf of another, is a power of appointment and is not a fiduciary power. A power of appointment over property may generally be exercised with respect to such property in a manner that varies the provisions of this instrument that would otherwise apply, whether or not this instrument otherwise states that the provision in question is or is not subject to the exercise of an applicable power of appointment.

(a) A "General Power of Appointment" is a power of appointment that is exercisable by the powerholder alone and in all events. The appointment may be in the amounts and proportions (which need not be equal) and on the terms and conditions, either outright or in further trust, or subject to further general or nongeneral powers (including the power to create another power of appointment in the holder or any other person that under the applicable local law can be validly exercised to postpone the vesting of any estate or interest in the property, or suspend the absolute ownership or power of alienation of the property, for a period ascertainable without regard to the date of the creation of the first power), as specified by the powerholder in the manner provided in this instrument, and the trust estate or other property that is subject to the power may be distributed to such individuals (including the powerholder), corporations, trusts, estates, and entities, in such shares, proportions and amounts, and on such terms and conditions, and subject to such powers, as the powerholder will determine. Without limiting the foregoing, this power of appointment may be exercised in favor of the powerholder, the estate of the powerholder, the creditors of such powerholder, or the creditors of such powerholder's estate.

Unless the General Power of Appointment is a General Testamentary Power of Appointment, the power will be exercisable presently⁽⁵⁶⁾ or on any future event, and must be exercised either by will in the manner of a General Testamentary Power of Appointment, or by any other written instrument signed by the powerholder and notarized, whether or not such written instrument is executed before or after Maker's death. The exercise of a General Power of Appointment during the lifetime of the powerholder will be revocable so long as the powerholder is living and has a legal or beneficial interest in the property, unless the exercise of the power is expressly made irrevocable. A Power of Appointment that is not a Testamentary Power of Appointment may be exercised by an attorney-in-fact under a power of attorney.

(b) A "General Testamentary Power of Appointment" or a "Testamentary General Power of Appointment" is a type of General Power of Appointment that may only be exercised by a provision found in the powerholder's last will (including a codicil) duly admitted to probate and specifically referring to and exercising the power of appointment (and not by referring to and exercising powers of appointment generally), whether or not such will or codicil is executed before or after Maker's death.

(c) A "Nongeneral Power of Appointment" means a power of appointment that would be a General Power of Appointment, except that it is not exercisable in favor of the powerholder, the estate of the powerholder, the creditors of the powerholder, or the creditors of the powerholder's estate, or to discharge a legal liability of the powerholder, and may not be exercised in any manner that would cause the power to be a "general power of appointment" within the meaning of IRC §§2041(b)(1) or 2514(c). A Nongeneral Power of Appointment may be otherwise limited by the provisions granting the power. A Nongeneral Power may sometimes be referred to as a Special Power. (In determining Maker's intent regarding the scope and definition of the phrase "Nongeneral Power of Appointment," it will be noted that such power is not intended to fall within the definition of "general power of appointment" within the meaning of IRC §§2041(b)(1) or 2514(c) or the regulations thereunder. The meaning of the phrase "Nongeneral Power of Appointment," as used herein will be construed accordingly.)

(d) A "Nongeneral Testamentary Power of Appointment" or "Testamentary Nongeneral Power of Appointment" is a type of Nongeneral Power of Appointment that may only be exercised by a provision found in the powerholder's last will (including a codicil) duly admitted to probate and specifically referring to and exercising the power of appointment (and not by referring to and exercising powers of appointment generally), whether or not such will or codicil is executed before or after Maker's death. (Any reference to a General Power of Appointment includes a General Testamentary Power