in excess of an aggregate of _________ shares, allotted to and subscribed for, by participants executing subscription agreements in the form set forth in "Exhibit A"; the funds to be used by trustees in making payment for the stock to be the proceeds of the loan referred to in paragraph 1.

3. Trustees agree that, subject to the terms of this agreement, the shares of stock of company will be acquired by them in trust and will be held and disposed of by trustees pursuant to the provisions of this agreement and the subscription agreements with participants in the form "Exhibit A." Company consents and agrees that trustees shall make delivery of the stock in accordance with the terms of the subscription agreements in the form "Exhibit A" and in accordance with the terms of this agreement.

4. Trustees shall be empowered to borrow money for the purpose of making payment to company for the stock allotted to and subscribed for by participants executing subscription agreements in the form "Exhibit A," and in the event that company issues rights to its stockholders to purchase any new or additional issue of stock of company and/or other securities, trustees may exercise those rights and borrow additional money for that purpose. The making of the loan referred to by trustees from the _________ Trust Company of _________ is ratified and approved. Any renewal of the loan or any loan made in substitution for the loan, in whole or in part, and any subsequent loan or loans may be made by trustees either from the _________ Trust Company of _________ or from any other individual, firm or corporation in the discretion of trustees and upon the terms and conditions as to interest, maturity, security, default and otherwise, as trustees may from time to time in their judgment approve and agree to. Trustees shall have authority to pledge as security for any loan all or any part of any shares of stock then subscribed for but not paid for in full by participants and any stock dividends paid and/or any stock and/or other securities purchased under rights issued in connection with it, as well as any subscription agreements executed by participants and not performed in full, but the agreement or other instrument, evidencing any loan, shall contain appropriate provisions so that when any participant shall have made payment in full for the stock subscribed for including any stock or other securities, if any, purchased under rights issued in connection with the stock subscribed for and becomes entitled to delivery under the terms of the subscription agreement, the stock and subscription agreement, including any stock dividends and/or stock and/or other securities, purchased under rights, to which he [she] may be entitled, shall be subject to withdrawal from the pledge of the loan; and shall also contain provisions so that any stock and/or other securities, which by reason of the death of a participant, the cancellation of a subscription agreement or in any other manner whatsoever is not, under the terms of the subscription agreements and/or of this agreement, to be delivered to a participant, shall be subject to withdrawal by trustees from the pledge of the loan, together with any subscription agreement, to the end that trustees may make delivery or disposition of any stock and/or other securities as may be authorized under the terms of the subscription agreements and/or of this agreement.

5. Company ratifies and approves all of the terms of the subscription agreement in the form of the attached Exhibit "A," and agrees to be bound by the terms of all agreements in "Exhibit A" executed by participants.

6. In the event that by reason of death, cancellation of a subscription agreement or in any other manner, any shares of stock and/or other securities acquired by trustees under these terms of, either by purchase from company or as a stock dividend or otherwise, shall, under the terms of the subscription agreements and/or of this agreement, not be deliverable to a participant or his [her] personal representatives, the stock and/or other securities shall be delivered by trustees to and accepted by company against payment by company to trustees of the net cost to trustees in determining which net cost there shall (without limiting the generality of such term) be taken into account the original cost and interest paid by trustees upon so much of any loan as is attributable to the amount of the cost, and any amounts paid by trustees to participant by way of interest on out-of-pocket payments of the participant repaid under the terms of the subscription agreement relating to stock and/or other securities.

7. Company agrees to indemnify trustees and hold them harmless against any claim, damage or loss of any kind based on any act done by them or either of them under or in pursuance of this agreement, or the subscription agreements, except in case of gross fraud or wilful misfeasance.

8. Individual trustee agrees to serve without commissions or compensation of any kind, all of which, he [she], on behalf of himself [herself] and his [her] personal representatives, waives. Corporate trustee shall receive reasonable compensation to be paid by company, the amount of which shall be agreed upon between company and corporate trustee. The reasonable expenses and disbursements of trustees shall be paid by company.

9. In the event of the death, resignation or incapacity or inability for any reason of individual trustee or any successor as trustee under the trust, to continue in that capacity, company shall appoint a successor. In the event of the resignation or inability for any reason to act of corporate trustee or any trustee succeeding it as trustee under the trust, its successor shall be appointed by company. Company may at any time remove either trustee or any successor trustee, with or without cause, and appoint a successor to trustee or trustees so removed. The removal by company of any trustee or successor trustee and the appointment of a successor trustee either in the event of a removal or in the event of the death, resignation or incapacity or inability for any reason of a trustee to continue in that capacity, shall be evidenced by resolution of the board of directors of company exercising the right of removal and/or appointment. Any trustee or successor trustee upon receiving a certified copy of a resolution of the board of directors of company exercising the right of removal and/or of appointment of a successor, shall deliver to his, her or its successor so appointed all certificates of stock, money, books, papers and/or property, documents and records of any kind belonging to or relating to the trust created then in his, her or its possession or under his, her or its control. Every trustee appointed in place of individual trustee or the successor in the trust shall be an individual. Every trustee appointed in place of corporate trustee or its successor in the trust shall be a properly qualified bank or trust company in good standing having an office in _________, if there is such a bank or trust company willing and able to accept the trust upon reasonable and customary terms.

10. The word trustees whenever used shall be deemed to refer to trustees named and their respective successor or successors. The term individual trustee whenever used shall be deemed to refer to individual trustee named and any individual succeeding as trustee. The term corporate trustee whenever used shall be deemed to refer to corporate trustee named, and any bank or trust company succeeding to it as corporate trustee.

11. Trustees may employ agents and attorneys in and about the performance of any of their duties or under the subscription agreements and shall not be answerable for the default or misconduct of any agent or attorney appointed by them in pursuance if the agent or attorney shall have been selected with reasonable care.

Trustees may construe any of the provisions of this agreement and of the subscription agreements insofar as they may appear to be ambiguous or inconsistent with any other of the provisions of either of the agreements, and any construction so placed upon any provision by trustees in good faith and in accordance with the advice of counsel shall be binding upon company and upon all participants.

Trustees may at any time and from time to time enter into a supplemental agreement or agreements with company, curing any defect or supplying any omission in or from any of the provisions of this agreement, and any supplemental agreement entered into in good faith and in accordance with the advice of counsel shall be binding upon all participants.

Trustees shall not be liable for any error of judgment or for any act done or steps taken or omitted by them in good faith, or for any mistake of fact or of law, or for any thing which they may do or refrain from doing, except only for their own wilful default.

Trustees may advise with legal counsel and any action under this agreement taken or suffered in good faith by the trustees in accordance with the opinion of counsel shall be conclusive upon company and upon participants, and trustees shall be fully protected.

Trustees shall incur no liability for but shall be protected with respect to any and all acts done or actions taken, suffered or omitted by them in reliance upon any notice, consent, approval, certificate, affidavit, statement or other instrument delivered to them pursuant to any of the provisions of this agreement, or

otherwise, and believed by them to be genuine, and to have been made, signed, executed, verified, certified, issued, given or delivered by the proper person or persons; and trustees shall be under no duty to make any investigation or inquiry as to any statement contained in any instrument, but may accept it as conclusive evidence of the truth.

Trustees shall not be liable for any taxes, assessments or other charges whatsoever.

Trustees shall not be responsible for the authorizing, validity or sufficiency of the title to any certificates of stock received, held or disposed of by them.

12. The trust created shall continue for that time as may be necessary to accomplish the purposes for which it is created and shall in any event terminate when all of the shares of stock allotted and subscribed for by participants under subscription agreements in the form of "Exhibit A" and any stock dividends and stock and/or other securities purchased under rights shall have been delivered to participants and/or returned to company.

13. Any property, stock, securities or money remaining in the possession or under the control of trustees upon the termination of the trust created shall be delivered and/or paid by trustees to company.

14. This agreement shall be binding upon and inure to the benefit of trustees and their respective successors as trustees, and company, its successors and assigns.

In witness, these presents have been duly executed by the parties the day and year first above written.

[Corporate seal]

The _________ Company

Attest: _________, Assistant Secretary

By _________, President

[Corporate seal]

_________ Trust Company of _________

Attest: _________, Assistant Secretary

By _________, Vice-President

[Signature of individual trustee]