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HomeMy WebLinkAboutRES 021026-5.D - ETJ Disannexation - Bizzell Family Trust, 1511 County Road 262, 41.41 acres, R684343RESOLUTION NO. D,1-1dZ.6 _c5•D A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS ("GEORGETOWN") RELEASING APPROXIMATELY 41.41 ACRES OF LAND FROM THE CITY OF GEORGETOWN'S EXTRATERRITORIAL JURISDICTION ("ETJ"), SAID LAND IDENTIFIED BY THE WILLIAMSON COUNTY APPRAISAL DISTRICT AS PARCEL R684343 AND BEING LOCALLY KNOWN AS 1511 COUNTY ROAD 262, GEORGETOWN, WILLIAMSON COUNTY, TEXAS, RESULTING IN A REDUCTION OF GEORGETOWN'S ETJ; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on January 26, 2026, the City of Georgetown, Texas, received a petition requesting release from its ETJ of an approximately 41.41 acre tract of land in the Charlie Johnson Survey (the "Petition"), a true and correct copy of such Petition being attached hereto as Exhibit A and incorporated herein by reference; and WHEREAS, pursuant to Subchapter D of Chapter 42 of Local Government Code, landowners or residents may submit a petition seeking release of an area of land from the City's ETJ; and WHEREAS, the City Secretary has reviewed the Petition and confirmed that it meets the requirements of Subchapter D of Chapter 42 of the Local Government Code and the petition requirements of Chapter 277 of the Election Code. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS: SECTION 1. The City Council of the City of Georgetown, Texas ("City Council"), does hereby find that the forgoing recitals are true and correct and adopts the recitals by this reference for all purposes. SECTION 2. To the extent required by state law, the City Council does hereby adjust the boundaries and limits of the ETJ of the City of Georgetown, Texas, such that the ETJ of the City of Georgetown, Texas, shall be and is hereby adjusted to release and remove the Area subject to the Petition, as such Area is more particularly described and depicted in Exhibit B attached hereto and incorporated herein by reference, from the ETJ of the City of Georgetown, Texas. SECTION 3. The City Council is not consenting to this reduction of its ETJ except as required by state law. SECTION 4. This Resolution shall take effect immediately upon its passage. 0,�(Q�_ A. 'IN Page 11 Resolution No. rA-i Release of Petition Area — Bizzell Family Trust PASSED AND APP OVED by the City Council of the City of Georgetown, Texas, on the /0 day of , 2026. ATTEST: By: Robyn Dens e, City Secretary APPROVED AS TO FORM: By: SkyeAasso City Attorney Resolution No. OZ.tOZO — 6'� Page 12 Release of Petition Area — Bizzell Family Trust Exhibit A to Resolution Petition Resolution No. 02t cu0 `'5L Release of Petition Area LAW OFFICE OF MERLIN LESTER 213-A West 8th Street Georgetown, Texas 78626 January 2L,�I 2026 City of Georgetown HAND DELIVERED City Secretary's Office City Hall 808 Martin Luther King Jr. St. Georgetown, Texas 78626 Re: Petition for Release from the Extraterritorial Jurisdiction To Whom It May Concern: Phone: (512) 8634525 MLester@GTLawCo.com Our File No.: 25-147 L3R G M 0V/F j�D JAN 2 2 2026 CITY SEC. Please find enclosed an Amended Petition for Release from the Extraterritorial Jurisdiction (ETJ) of Georgetown, Texas submitted on behalf of the property owner identified in the amended petition. The enclosed amended petition requests that the City of Georgetown review and approve the release of the property from ETJ authority as permitted under Texas Local Government Code § 42.022. Please confirm receipt of this petition and advise of any additional information, fees, forms, or procedures required to complete processing. I request notice of any meeting at which this matter will be considered. Thank you for vour attention to this matter. ML/ah Enclosure cc: Don Bizzell, Trustee for the Don and via email to Sammie Bizzell Family Trust 1501 County Road 262 Georgetown, Texas 78633 Amended Petition for Release from the Extraterritorial Jurisdiction City of Georgetown, Texas This Amended Petition is submitted by the undersigned property owner(s) pursuant to Texas Local Government Code, Chapter 42, Subchapter D and applicable City of Georgetown Policies, requesting that the following described property be released from the City of Georgetown's Extraterritorial Jurisdiction (ETJ). 1. Petitioner Information Name(s): Don Bizzell, Trustee for the Don and Sammie Bizzell Family Trust Address: 1501 County Road 262 Phone / Email: (512) 635-65 4 / A copy of Petitioner's voter registration is attached hereto. Also attached is a copy of the Trust Agreement of the Don and Sammie Bizzell Trust dated November 15, 2000, Restatement dated April 5, 2018. 2. Property Information Property Address: 1501 County Road 262 Georgetown, Texas 78633 Legal Description: 41.41 acres, Charlie Johnson Survey, Abstract No. 850, in Williamson County, Texas, more fully described on Exhibit "A" attached hereto and depicted on the map attached as Exhibit "B The Property to be released is also described as Williamson County Appraisal District (WCAD) Property ID: R041012 3. Request The Petitioner hereby respectfully requests that the City of Georgetown release the above referenced property from its extraterritorial jurisdiction. The Petitioner affirms that this request is made in good faith and requests that the City consider this petition at the earliest possible opportunity. * * * * * SIGNATURE ON FOLLOWING PAGE * * * * * Amended Petition for Release from the Extraterritorial Jurisdiction City of Georgetown, Texas - 25-147 Amd Petition.wpd 4. Signature Signature: ";I_ Date: " Z L Ira Printed Name: Don H. Bizzell, Trustee STATE OF TEXAS COUNTY OF WILLIAMSON This instrument was ACKNOWLEDGED, SUBSCRIBED AND SWORN TO before me by Don H. Bizzell on January 7_r,2 2026 Notary Publi State of Texas ANGELA HUDSON NOTARY PUBLIC STATE OF TEXAS MY COMM. EXP. IOPMe NOTARY ID 4146$5.5 Amended Petition for Release from the Extraterritorial Jurisdiction City of Georgetown, Texas - 25-147 Amd Petition.wpd Page i of 3 Pro} No.14286 December 3, 2025 9itzell Condominiums DESCRIPTION OF 41.41 ACRES 41.41 Acres Charlie Johnson Survey. Abstract No. 850 Williamson County, Texas BEING 41.41 ACRES OF LAND OUT OF THE CHARLIE JOHNSON SURVEY, ABSTRACT NO. 850, IN WILLIAMSON OUNTY TEXAS, ALL OF THE REMAINDER OF A CALLED 47.95 ACRE TRACT OF LAND SAVE & EXCEPT 5.001 ACRES, CONVEYED TO DON H. BIZZELL AND SAMMIE D. BIZZELL, AS TRUSTEES OF THE DON AND SAMMIE BIZZELL FAMILY TRUST, BY SPECIAL WARRANTY DEED OF RECORD IN DOCUMENT NO. 2024005840, OFFICIAL PUBUC RECORDS OF WILLIAMSON COUNTY, TEXAS (OPR), SAID 41.41 ACRE TRACT OF LAND BEING SURVEYED ON THE GROUND IN JUNE 2025, UNDER THE SUPERVISION OF PATRICK J. STEVENS, RPLS, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a 1/2" Iron rod found In the south line of a called 13SO acre tract of land conveyed to Priscilla Anne Jones in Document No. 21313068707, OPR, and described In Document No. 2005005524, OPR, same being the approximate occupational north line of said Charlie Johnson survey, and the approximate occupational South line of the C. Joyner Survey, Abstract 820, for the northeast corner of a called S.001 acre tract of land conveyed to .Kayla Sue Blzzell by Warranty Deed.of record in Document No, 2021038292, CPR, same being the northwest corner and POINT OF BEGINNING of the herein described tract; THENCE, with the approximate occupational north line of said Charlie Johnson Survey and the approximate occupational south line of the said C. Joyner Survey, same being a north line of the herein described tract, North 68°58'21" East, a distance of 1042.02 feet to a 1/2" iron rod found in the south line of lot 1, Block A, ESTATES OF WESTLAKE PHASE 38, a subdivision of record in Cabinet EE, Slide 386, Plat Records of Williamson County, Texas (PR), and in the approximate occupational west line of the John Sutherland Survey, Abstract No. 559, for the approximate occupational southeast corner of the said C. Joyner Survey, same being the approximate occupational northeast corner of the said Charlie Johnson Survey, the west corner of Lot 32, ESTATES OF WESTLAKE PHASE 2, a subdivision of record in Cabinet Z, Slide 271, PR, the northwest corner of Lot 31, said ESTATES OF WESTLAKE PHASE 2, the northeast corner of said 47.95 acre" tract, and the northeast corner of the herein described tract; THENCE, with the approximate occupational east llne of the said Charlie Johnson Survey, same being the approximate occupational west line of the said John Sutherland Survey, the west line of said Lot 31, ESTATES OF WESTLAKE PHASE 2, the east line of said 47.95 acre tract, and the east line of the herein described tract, South 26`18'01" East, a distance of 220.43 feet to a 1/2" Iron rod found for the southwest comer of said Lot 31, same being, the northwest corner of Lot 21,,. Block 9, LAKE GEORGETOWN ESTATES, a subdivision of record In CabinetJ, Slide 309, PR; EXHIBIT "A" Page 2 of 3 Proj No. 24186 41.41 Acres December 3, 2025 Charlie Johnson Survey Bizxell Condominiums Abstract No, 850 Williamson County, Texas THENCE, with the east and south lines of said 47.95 acre tract, same being the west and north lines of said LAKE GEORGETOWN ESTATES, the following six (6) courses and distances: 1. South 20°47'37" East, a distance of 526.26 feet to a 1/2" iron rod with cap stamped "STEGER BIZZELL" set, In the west line of Lot 20, said LAKE GEORGETOWN ESTATES; 2. South 21"36'19" East, a distance of 378.90 feet to a 1/2" iron rod found in the west line of lot 19, said LAKE GEORGETOWN ESTATES; 3. South 7-&2'26" East, a distance of 291.38 feet to a 1/2" iron rod with cap stamped "STEGER BIZZELL" set in the approximate occupational north line of the G.W. Bledsoe Survey, Abstract No. 118, for the approximate southeast corner of the said Charlie Johnson Survey, same being the approximate occupational southwest comer of the said John Sutherland Survey, an interior ell corner of Lot 17, SAID LAKE GEORGETOWN ESTATES, the southeast corner of said 47.95 acre tract, and the southeast corner of the herein described tract; 4. South 66'20'51" West, a distance of 658.64 feet to a 1/2" Iron rod found for the northwest corner of Lot 14, said LAKE GEORGETOWN ESTATES, same being the northeast corner of Lot 13, said LAKE GEORGETOWN ESTATES; 5. South 80'15'04" West, a distance of 16.76 feet to a 1/2" iron nod found in the north line of said Lot 13; and 6. South 67'57'38" West, a distance of 519.79 feet to a 112" iron rod with cap stamped "STEGER SIZZELL" set in the north line of Lot 11, said LAKE GEORGETOWN ESTATES, for the southerly southwest corner of the remainder of said 47.95 acre tract, sarne being the southeast corner of a called 1.48 acre tract of land conveyed to Don H. Bizzeil, et ux, by Warranty Deed of record in Document No. 9608106, OPR, and the southerly southwest corner of the herein described tract; THENCE, North 20'46'08" West, a distance of 257.25 feet to a 1/2" iron rod with cap stamped "STEGER BIZZELL" set for an Interior corner of the remainder of said 47.95 acre tract, same being the northeast corner of said 1.48 acre tract, and an interior corner of the herein described tract; THENCE, South 731914" West, a distance of 251.27 feet to a 1/2" iron rod with cap stamped `STEGER BIZZELL" set in the approximate occupational west line of the said Charlie Johnson Survey, same being the occupational east line of the G. S. Mayhall Survey, Abstract No. 821, and in the east line of Lot 7, said LAKE GEORGETOWN ESTATES, for the northwest corner of said 1.48 acre tract, the westerly southwest corner of said 47.9S acre tract, and the westerly southwest corner of the herein described tract; THENCE, with the approximate occupational west line of the said Charlie Johnson Survey, same. being the occupational east line of the sald G. B: Mayholl Survey, an easterly line of said LAKE GEORGETOWN ESTATES, a west line of said 47.95 acre tract, and a west line of the herein described tract, North 21.50120" West, a distance of 627.59 fleet to a 1/2" iron rod found for the northeast corner of Lot .4 said LAKE GEORGETOWN ESTATES, same being the southeast comer of Lot 3, said LAKE GEORGETOWN ESTATES, the southwest comer of said 5.001 acre tract, a westerly comer of said 47.95 acre tract, and a westerly corner of the herein described tract; Page 3 of 3 Proj No.14196 December 3, 2025 Bizzell Condominiums 41.41 Acres Charlie Johnson Survey Abstract No. 850 Williamson County, Texas THENCE, with the south and east linesof said 5.002 acre tract, a north and west line of said 47.95 acre remainder tract, and a north and west line of the herein described tract, the following two (2) courses and distances I. North 69'00'04" East, a distance of 399.25 feet to a Cotton Spindle with washer stamped "STEGER BIZZELL' set for the southeast corner of said 5.001 acre tract; and 2. North 2105031" West, a distance of 545.57 feet to the POINT OF BEGINNING, and containing 41.41 acres of land, more or less, within these metes and bounds. Bearings are based on the Texas Coordinate System of 1983, Central Zone (NAD_83 (2011)). All distances shown hereon are surface values represented in US Survey Feet based on a Grid -to - Surface Combined Adjustment Factor of 1.00015. The foregoing metes and bounds description and survey on which it is based is accompanied by and a part of a survey map of the subject tract. I certify that this description was prepared from a survey made on the ground In June, 2D25,.under MY supervision. Steger & Bizzell Engineering Inc. PatrickJ. Stevens, RPLS Texas Reg. No. 5784 1978 South Austin Avenue Georgetown, Texas 78626 (512) 930-9412 TSPELS Firm N.o.10003700 LAPROJECTS20W\14186-2 Dan BlzzellTraet\Survey Data\Descript onS\14186-DESC-41.41 AC-CONDO.doar I G0`10�S�PQO�Q2 P� P CALLED 13.50 AC BLOCKA S ESTATES OF WESTLAKE PHASE 38 a `�' 3D'FASEMENT .., PRISCILLA ANNE !ONES DOCNO200a097867, OPR wmDOC NO 2013068707 OPRCAB EE, SLIDE 3$6, RR DocNo20230K B pR QDESCRIBED IN4DOC Z322 NO 2005005524, OPR A_820 A-850IS L.13 1 c� ,O0'}� POB �� �ti�1PP CJP�St����So N �P�rLS 1Q 3o'EASEMENr •I DOC GRID E:3,102,65016g 015 NO 2004097867, OPR P01 M DOC NO 2021038192.OPR CALLED 5.001 AC J 32 2 I KAYLA SUE ermL1 DOC NO 2021038292, OPR e� F 3 < L12 W 41.41 ACRES LAK GEORGETOWN 21 ESTATES (1,803,802 SQUARE FEET) CAeJ, SLIDE 309 w 4 rii h —L 9 S v (REMAINDER OF) gCALLED 47.95 AC SAVE & EXCEPT 5.001 AC DON H. LZZF ZELLAND 20 SAMMIE D. BIZZELL 6 AS TRUSTEES OF THE DON AND SAMMIE v 0 BIZZELL FAMILY TRUST DOC NO 2024005840, OPR dSJ�P �v y9 �Ot� SJ Ct 5 T L10 CALLED 1ABAC DON H. BIZZEL ET Ux Ln j 8 DOC No. 18 9W8206, OPR A-5S9 _ 9 L-,8 51 L Le -118 A-118 IDSO O 1J ,*16 0v0 " `^ � a LAKE 17 �1; 9 JEL 19 V P�FPSJP��aSl 12 a GE RGETOWN TATES 13 CAB J, SLIDE 30 SJPPC�� P��PP 14 16 I POSj 10 I 15 LEGEND IRON ROD FOUND EXHIi BIT "B" (1/2" OR AS NOTED) 41.41 ACRES OF [AND OUT OF THE O SET IRON ROD WITH TAMPED "STEGER BIZLELL" SET CHARLIE JOHNSON SURVEY, ABSTRACT COTTON SPINDLE WITH WASHER NO.850, WILLIAMSON COUNTY TEXAS ® STAMPED"STEGER BIMLL" SET COTTON SPINDLE STAMPED "STEGERBZZ LL sET STEGER �.kff Z:Z::E:LL ^/ ROW RIGHT-OF-WAY - — OPR OFFICIAL PUBLIC RECORDS OF --19Ta . nr •f L t— WILLIAMSONCOUNTY, TEXAS w„SU.9399iiI 1[uC^iGGft"[G["•ar„^�� n u 5T(4(PItY]FILCOM 2 i0' ] L 0] D' „ *rover. nae "„✓urro ' •.r,c.rm �.w.+rn ..vn�nw GRAPHICSCALE: 1" r300' SHEET: 1 OF 2 DATE: 12/12/2025 JOB NO. 14186•ANNEX LIV GENERAL NOTES: 1. BEARINGS ARE BASED ON THE TEXAS COORDINATE 5Yb-TEM OF 1983, CENTRAL ZONE MAD_83 (2011)). ALL DISTANCES SHOWN HEREON ARE SURFACE BASED ON A GRID TO SURFACE COMBINED ADJUSTMENT FACTOR OF 1.00025. 2. THIS SURVEY WAS MADE WITHOUT THE BENEFIT OF AN ABSTRACT OF TITLE NOR A TITLE COMMITMENT OR TITLE POLICY. THERE MAY BE ADDITIONAL EASEMENTS OR RESTRICTIONS, NOT SHOWN HEREON, WHICH MAY AFFECT THE PROPERTY. 3. BY GRAPHIC PLOTTING ONLY, THIS PROPERTY IS IN ZONE X (NOT SHADED) - AREAS DETERMINED TO BE OUTSIDE THE 0.2% ANNUAL CHANCE FLOODPLAIN AS DEFINED BY THE FEDERAL EMERGENCY MANAGEMENT AGENCY, FLOOD INSURANCE RATE MAP, COMMUNITY PANEL NO. 48491CO27SE, THAT BEARS AN EFFECTIVE/REVISED DATE OF 9.26-2008. THE SURVEYOR MAKES NO ASSURANCE AS TO THE ACCURACY OF THE DELINEATK)NS SHOWN ON THE FEDERAL EMERGENCY MANAGEMENT AGENCY FLOOD INSURANCE RATE MAP. THIS STATEMENT IS FOR INSURANCE PURPOSES ONLY AND IS NOT AN OPINION THAT THE PROPERTY WILL OR WILL NOT FLOOD. A FLOOD STUDY WAS NOT CONDUCTED ON THE PROPFRTY. A, THE FOREGOING MAP AND. SURVEY ON WHICH IT IS BASED IS ACCOMPANIED BY AND A PART OF 5EPARATE METES AND BOUND DESCRIPTION OF THE SUBJECT TRACT, 5. AREA: 41.41 AC THIS IS TO CERTIFY THAT THIS SURVF.Y WAS MADE ON THE GROUND IN DECEMBER, 2025, BY ME OR UNDER MY SUPERVISION, THAT THIS SURVEY PLAT REPRESENTS THE FACTS FOUND AT THE TIME OF THE SURVEY. STEGER BIZLELL a I ai1-7 PATRICK J. STEVENS, R.P.L.S. TEXAS REG, NO.5784 1978 S. AUSTIN AVE GEORGETOWN, TEXAS PHONE S12-030.9422 TBPELS FIRM REG. # 10003700 J. Te�� NS <q� � sr84 P; �_.,. O•. sloN• P� i i WISPERING SPRING LN Une Table Line 8 Dlreadon Largp L1 L2 N 68*5821" E S 26"18'01" E 1042,02, 22DA3' L3 8 20'47'37' E 52018, L4 L5 8 21"38'19" E S 20"22'28' E 378.90• 291.98' L6 8 66'20'51"W 668.64' L7 S 80°15iE14• W 18.78' L8 S 87'5738' W 519.79' 1-9 N 20'46V8" W 257.25' 1.10 S 73'5914" W 251.2r L11 N 21.50'20' W 627.5V 1-12 N I!lM O E 399,25' L13 N 21.50'31" W 545.57r EXHIBIT 41.41 ACRES OF LAND OUT OF THE CHARLIE JOHNSON SURVEY, ABSTRACT NO.850, SITE WILLIAMSON COUNTY TEXAS �� STEGER BIZZELL w�-f u, �v uc r N. T7f awa Hv\�` A1° ;12.930.9412 'r ��om[ucoWcrtrrac�"ai•_,r, YTEQEP01l2ELl.COM ,r.Kia r�� w.iaor,ro, UICAP N MAFL1 10W CITY GF QWRGEMwN, WRAYv3om ccvmTY, Ta LA OR� SHEET: 1 OF 2 DATE: 17/11/2025 JOB NO. 1419&ANNEX VOTER RECIISTRATION CERTIFICATE ICorlif"do do Registm EkWOTO WILLIAMSON COUNTY (Condedo do Wllllemeon) to r r 7306 MrwwE712/3;1'/2025) , ,_Aea1940 N..�..M r.rmwm R..wl.nn AGErt.. Mawr, Q.eceln �..asrw� r...mawu, BIZZELL. DON HOWARD i 1501 CR 2 GEORG O N TX 786 x LLY NlN1E Y UPOR RECEIPT. w Aetf VOTER ,VOTER o'.r p..e.+ US. REP &TATESet STATE REP CCV.trL PCI JP. PCT. IRw ;qM El ISer 6"e. INc. E>MM (Can Pao w P Pao I 31 5 20 3 3 SCHM DIST CITY =45TAME (omfe EK-wl (wake, 0,41n G5 3 Iiv . WMnf AGtlrw. Momtrnrh�dM a1 oM�I (IIIII IIIII IIIII IIIII IIIII IIII IIII 38542 T41 P3 — ***"*AUTO'-5-DIGIT 78626 96831 DON HOWARD BIZZELL 1501 CR 262 GEORGETOWN TX 78633-1931 TRUST AGREEMENT between DON H. BIZZELL and SAMMIE D. BIZZELL, as Grantors and DON H. BIZZELL and SAMMIE D. BIZZELL, as Trustees DON AND SAMMIE BIZZELL FAMILY TRUST dated November 15, 2000 Restatement dated April 5, 2018 Brink Bennett Flaherty Golden 7800 N, Mow, Ste, 200, Austin, Texas 78759 DON AND SAMMIE BIZZELL FAMILY TRUST Table of Contents ARTICLE ONE Establishing the Trust.........................................................................1 Section 1.01 Identifying the Trust................................................................................. 1 Section 1.02 Reliance by Third Parties ................................ ...........1 ............................... Section 1.03 Transferring Property to the Trust........................................................... 1 Section 1.04 Powers Reserved by Us as Grantors......................................................... 2 Section 1.05 Grantor Trust Status................................................................................. 3 ARTICLETWO Family Information............................................................................5 ARTICLE THREE Trustee Succession Provisions............................................................6 Section 3.01 Resignation of a Trustee........................................................................... 6 Section 3.02 Trustee Succession while Both of Us Are Alive ......................................... 6 Section 3.03 Trustee Succession after the Death of Either or Both of Us ..................... 7 Section 3.04 Notice of Removal and Appointment..................................................... 10 Section 3.05 Appointment of a Co-Trustee................................................................. 11 Section 3.06 Corporate Fiduciaries.............................................................................. 11 Section 3.07 Incapacity of a Trustee........................................................................... 11 Section 3.08 Appointment of Independent Special Trustee ....................................... 11 Section 3.09 Rights of Successor Trustees.................................................................. 12 ARTICLE FOUR Administration of the Trust during a Grantor's Incapacity .................13 Section 4.01 Definition of a Grantor's Incapacity........................................................ 13 Section 4.02 Determination of a Grantor's Incapacity ................................................ 13 Section 4.03 Trust Distributions during a Grantor's Incapacity ................................. 14 ARTICLE FIVE Administration of the Trust upon the Death of a Grantor..................18 Section 5.01 Surviving Grantor's Trust Property and Deceased Grantor's Trust Property.................................................................................................. 18 Section 5.02 Administrative Trust............................................................................... 18 Section 5.03 Payment of Expenses and Taxes............................................................. 18 Section 5.04 Restrictions on Certain Payments from Retirement Plans ..................... 19 Section 5.05 Excluding Life Insurance Proceeds or Other Exempt Property from Creditors................................................................................................. 19 Section 5,06 Payment of Death Taxes......................................................................... 19 Section 5.07 Coordination with the Executor............................................................. 20 Section 5.08 Authority to Make Tax Elections............................................................ 21 Section 5.09 Payment of Charitable Bequests............................................................ 22 ARTICLE SIX Specific Distributions and Disposition of Personal Effects..................24 Section 6.01 Specific Gift of Residence....................................................................... 24 Section 6.02 Specific Gift of qualified Retirement Plans ............................................ 24 DON AND SAMMIE BIZZELL FAMILY TRUST Table of Contents Section 6.03 Distribution of Personal Effects.............................................................. 24 Section 6.04 Definition of Personal Effects ...................24 ...................... Section 6.05 Incidental Expenses and Encumbrances ................................................. 25 Section 6.06 Residuary Distribution .............................................. ................... 25 ARTICLE SEVEN Survivor's Trust ........................................ ..26 ...................................... Section 7.01 Trustee of the Survivor's Trust .................... Section 7.02 The Surviving Grantor's Right to Amend ................................................ 26 Section 7.03 Distribution of Income ............................... ............. ................................ 26 Section 7.04 Distributions of Principal ..................... ....................... ............................ 26 Section 7.05 Unproductive Property ..................................... ...... ................................ 26 Section 7.06 Trust Distributions during the Incapacity of the Surviving Grantor ....... 26 Section 7.07 General Power of Appointment............................................................ 26 Section 7.08 Administration following the Surviving Grantor's Death ....................... 27 ARTICLEEIGHT Marital Trust....................................................................................28 Section 8.01 Distributions of Net Income Section 8.02 ............................. .................. Distributions of Principal ............... 28 28 Section 8.03 ....... Nonproductive Property Section 8.04 ......................................................................... General Power of Appointment over Stub Income ................................ 28 28 Section 8.05 Testamentary Limited Power of Appointment ....................................... 29 Section 8.06 Separate Share for Disclaimed Property ................................................ 29 Section 8.07 Qualified Terminable Interest Property ................................................. ..................... 29 Section 8.08 Administration of the Marital Trust at the Surviving Grantor's Death... 29 ARTICLE NINE Specific Distributions upon Death of Survivor ................................... 30 Section 9.01 Distributions from Exempt and Non -Exempt Trust Property ................. 30 Section 9.02 Specific Distribution of Real Property to KENDALL R. BIZZELL ............... 30 Section 9.03 Specific Distribution of Real Property to KAYLA S. SMITH ...................... 31 Section 9.04 Specific Distribution of Partnership Interest to KAYLA S. SMITH ........... 31 Section 9.05 Specific Distribution of Equipment and Tools to KAYLA S. SMITH ......... 32 Section 9.06 Encumbrances and Incidental Expenses ................................................. ................... 32 Section 9.07 Residuary Distribution ................ .................... ........................................ 32 ARTICLE TEN Distribution to Our Descendants ......................................................33 Section 10.01 Division of Our Remaining Trust Property Section 10.02 .............................................. Distribution of Share for KENDALL R. BIZZELL........................................ 33 33 Section 10.03 Distribution of Share for KAYLA S. SMITH ............................. DON AND SAMMIE BIZZELL FAMILY TRUST Table of Contents ARTICLE ELEVEN General Power of Appointment over Property Subject to Taxable Generation -Skipping Transfers.........................................................36 ARTICLE TWELVE Remote Contingent Beneficiary ........................................................37 ARTICLE THIRTEEN Distributions to Underage and Incapacitated Beneficiaries................38 Section 13.01 Supplemental Needs Trust..................................................................... 38 Section 13.02 Underage and Incapacitated Beneficiaries ............................................. 41 Section 13.03 Methods of Distribution......................................................................... 41 Section 13.04 Retention in Trust................................................................................... 41 Section 13.05 Application of Article.............................................................................. 42 ARTICLE FOURTEEN Retirement Plans and Life Insurance Policies....................................44 Section 14.01 Retirement Plans.................................................................................... 44 Section 14.02 Life Insurance Policies............................................................................. 47 Section 14.03 Liability of Payor..................................................................................... 47 Section 14.04 Collection Efforts.................................................................................... 47 ARTICLE FIFTEEN Trust Administration........................................................................49 Section 15.01 Distributions to Beneficiaries................................................................. 49 Section 15.02 Beneficiary's Status................................................................................. 49 Section 15.03 Mandatory Payments of a Pecuniary Amount ....................................... 49 Section 15,04 No Court Proceedings............................................................................. 50 Section15.05 No Bond.................................................................................................. 50 Section 15.06 Exoneration of the Trustee..................................................................... 50 Section 15.07 Trustee Compensation........................................................................... 50 Section 15.08 Employment of Professionals................................................................. 51 Section 15.09 Exercise of Testamentary Power of Appointment ................................. 51 Section 15.10 Determination of Principal and Income ................................................. 51 Section 15.11 Trust Accounting..................................................................................... 52 Section 15.12 Action of Trustees and Delegation of Trustee Authority ........................ 53 Section 15.13 Trustee May Disclaim or Release Any Power ......................................... 54 Section 15.14 Trustee May Execute a Power of Attorney ............................................. 54 Section 15.15 Additions to Separate Trusts.................................................................. 54 Section 15.16 Authority to Merge or Sever Trusts........................................................ 54 Section 15.17 Authority to Terminate Trusts................................................................ 5S Section 15.18 Merger of Corporate Fiduciary............................................................... 55 Section 15.19 Funeral and Other Expenses of Beneficiary..... ....................................... 55 Section 15.20 Marital Deduction Qualification............................................................. 56 Section 15.21 Generation -Skipping Transfer Tax Provisions ......................................... 56 DON AND SAMMIE BIZZELL FAMILY TRUST Table of Contents ARTICLE SIXTEEN The Trustee's Powers .......................................................................58 Section 16.01 Introduction to Trustee's Powers........................................................... 58 Section 16.02 Execution of Documents by the Trustee ............. .. ................................. 58 Section 16.03 Investment Powers in General ............................................................... 58 Section 16.04 Banking Powers...................................................................................... 59 Section 16.05 Business Powers............................................................... .. .................... 59 Section 16.06 Contract Powers..................................................................................... 61 Section 16.07 Common Investments............................................................................. 61 Section 16.08 Environmental Powers..................... ..................... .................................. 61 Section 16.09 Farming and Ranching Operations......................................................... 62 Section 16.10 Insurance Powers................................................................ ....... ............ 63 Section 16.11 Loans and Borrowing Powers................................................................. 64 Section 16.12 Nominee Powers Section 16.13 ........................ Oil, Gas and Mineral Interests ................................................. ............... 64 Section 16.14 Payment of Property Taxes and Expenses .............................................. 65 Section 16.15 Purchase of Assets from and Loans to a Deceased Grantor's Probate Estate...................................................................................................... 65 Section 16.16 Qualified Real Property Valuation 5 Section 16,17 Qualified Tuition Programs .............................. ................. 65 Section 16.18 Real Estate Powers .......................................... ........ ............................... 66 Section 16.19 Residences and Personal Effects............................................................ 66 Section 16.20 Digital Assets .................................................... Section 16.21 Retention and Abandonment of Trust Property .................................... 67 Section 16.22 Securities, Brokerage and Margin Powers .............................................. 67 Section 16.23 Settlement Powers .................... Section 16.24 Subchapter S Corporation Stock Provisions ........................................... 68 Section 16.25 Limitation on the Trustee's Powers........................................................ 70 Section 16.26 Special Provisions Governing the Administration of this Trust when EDWARD JONES TRUST COMPANY is Serving as Trustee .......................... 71 ARTICLE SEVENTEEN General Provisions ................................................... ..........78 .............. Section 17.01 Maximum Term for Trusts 78 Section 17.02 .............. ............................. Spendthrift Provision Section 17.03 ................................................. Contest Provision ............................. 78 78 Section 17.04 Survivorship Presumption.................................................................... 78 Section 17.05 Divorce or Annulment Section 17.06 ................................................................. Changing the Governing Law and Situs of Administration Prohibited.,. 78 Section 17.07 Definitions .......................... 79 Section 17,08 ................................................. .................... General Provisions and Rules of Construction 79 Section 17.09 ....................................... Consideration of Disposition.................................................................. 84 85 iv DON AND SAMMIE BIZZELL FAMILY TRUST On November 15, 2000, we established the DON AND SAMMIE BIZZELL FAMILY TRUST, and reserved the right to amend the trust, in whole or in part. Now, on this day, April 5, 2018, we revoke all restatements and amendments to that instrument and exercise our power to amend that instrument in its entirety, so that after amendment the DON AND SAMMIE BIZZELL FAMILY TRUST now states: The parties to this trust are DON H. BIZZELL, also known as DON HOWARD BIZZELL, and SAMMIE D. BIZZELL, also known as SAMMIE DIANNE BIZZELL, ("Grantors") and DON H. BIZZELL and SAMMIE D. BIZZELL (collectively, the "Trustee"). We intend to create a valid trust under the laws of Texas and under the laws of any state in which any trust created under this trust document is administered. The terms of this trust prevail over any provision of Texas law, except those provisions that are mandatory and may not be waived. ARTICLE ONE Establishing the Trust Section 1.01 Identifying the Trust For convenience, the trust may be referred to as the "DON AND SAMMIE BIZZELL FAMILY TRUST dated November 15, 2000." To the extent practicable, for the purpose of transferring property to the trust or identifying the trust in any beneficiary or pay -on -death designation, the trust should be identified as: "DON H. BIZZELL or SAMMIE D. BIZZELL, Trustees of the DON AND SAMMIE BIZZELL FAMILY TRUST dated November 15, 2000, and any later amendments." Section 1.02 Reliance by Third Parties Third parties may require documentation to verify the existence of this trust, or particular provisions of it, including the name of the Trustee or the powers held by the Trustee. To protect the confidentiality of this instrument, the Trustee may use an affidavit or a certification of trust that identifies the Trustee and sets forth the authority of the Trustee to transact business on behalf of the trust instead of providing a copy of this instrument. The affidavit or certification may include pertinent pages from this instrument, including title or signature pages. Section 1.03 Transferring Property to the Trust Any person or entity may transfer any property to the trust in any manner authorized by law. (a) Acceptance by the Trustee By executing this instrument, the Trustee accepts and agrees to hold all property transferred to the trust prior to this restatement, as trust property. All property transferred to the trust after the date of this trust restatement must be acceptable to the Trustee. The Trustee may refuse to accept any property. The Trustee shall hold, administer, and dispose of all accepted trust property for our benefit and for the benefit of our beneficiaries, in accordance with the terms of this trust. 1 (b) Community Property Any community property transferred to the trust, includingthe property's income and the proceeds from the property's sale or exchange, will retain its character as community property during our lives, to the same extent as if it had not been transferred to the trust. (c) Sole Management Community Property Any community property which is funded into this trust and which is subject to the sole management and control of either of us, if any, may be listed on a separate schedule attached to this trust agreement and shall for all purposes remain subject to the sole management and control of the Grantor from whom it was transferred. Unless we provide for a different result elsewhere in this trust or by a separate written agreement, the following community property as derived in the future shall be the sole management community property of a spouse Grantor: 1) personal earnings, 2) income from separate property, 3) income from recoveries from personal injuries, and 4) the increase and mutations of, and the income from, all property subject to his or her sole management, control, and disposition. Each of us actirig alone has the unrestricted right to remove all or any part of his or her sole management community property from this trust at any time. (d) Separate Property Separate property transferred to the trust will retain its character as separate property. Our separate property, if any, may be identified as the separate property of either of us on separate schedules attached to this trust agreement, or in the instrument of transfer to the trust. The separate property of either of us, including the proceeds from the property's sale or exchange, will remain separate property. Each of us has the unrestricted right to remove all or any part of our separate property at any time. An amount that is payable to the trust on a life insurance policy that is the separate property of either of us will retain its character as separate property. (e) Joint Property If joint tenancy property with right of survivorship is transferred to the trust, we will be considered to have severed the joint tenancy immediately before transferring the property and no right of survivorship will exist with respect to this property. (f) Marital Property Agreement Controls If we have entered into or in the future enter into a marital property agreement, the terms of that agreement will control the characterization of property titled in the name of the trust. In the absence of a marital property agreement, property titled in the name of the trust will be governed by the terms of this trust. Section 1.04 Powers Reserved by Us as Grantors As Grantors, we retain the powers set forth in this Section in addition to any powers that we reserve in other provisions of this instrument. 6 (a) Action on Behalf of the Trust Whenever both of us are serving as Trustee, either or both of us may act for and conduct business on behalf of the trust without the consent of any other Trustee. Whenever one of us is alive but not serving as Trustee and the other is serving as Trustee, the one who is serving as Trustee may act for and conduct business on behalf of the trust without the consent of any other Trustee. After one of us dies, the ability of the survivor of us when serving as Trustee to conduct business on behalf of us without the consent of any other Trustee is subject to the terms and conditions of the trust. (b) Amendment, Restatement, or Revocation Acting jointly, we may amend, restate, or revoke this instrument, in whole or in part, for any purpose. Each of us individually retains the right to revoke any term or provision of this trust in whole or in part as to each of our separate property and sole management community property. Any amendment, restatement, or revocation must be made in writing and delivered to the then -serving Trustee. (c) Addition or Removal of Trust Property Either of us may add property to the trust. Both of us, acting jointly may remove any property from the trust. Each of us, acting alone, may remove our own separate property and sole management community property from the trust. Community property removed from the trust will retain its character as community property. (d) Control of Income and Principal Distributions We retain the right to control the distribution of income and principal from the trust. We may direct the Trustee to distribute as much of the net income and principal of the trust property as we consider advisable to us or to other persons or entities. The Trustee may distribute the net income and principal to us or for our unrestricted use and benefit, even to the exhaustion of all trust property. Any undistributed net income is to be added to the principal of the trust. (e) Approval of Investment Decisions We reserve the absolute right to review and change the Trustee's investment decisions as to the community property. Each of us reserves the absolute right to review and change the Trustee's investment decisions as to our respective separate property. But the Trustee is not required to seek our approval before making investment decisions. Section 1.05 Grantor Trust Status By reserving the broad rights and powers set forth in Section 1.04 of this Article, the trust is a grantor trust under Internal Revenue Code Sections 671 to 677. This means that, for federal income tax purposes, each of us will be treated as the owner of one-half of all the community 3 property held in the trust and as the owner of our respective separate property as if we held the property individually. During any period that the trust is a grantortrust, the Taxpayer Identification Number of the trust will be either grantor's social security number, in accordance with Treasury Regulation Section 301.6109-1(a)(2). 4 ARTICLE TWO Family Information Our names are DON H. BIZZELL ("husband") and SAMMIE D. BIZZELL ("wife"). We were married on September 18, 1961. We have two children. They are: KENDALL R. BIZZELL, born and KAYLA S. SMITH, born All references in this document to our children are references to these children. References to our descendants are to our children and their descendants, including any descendants of a deceased child. 5 ARTICLE THREE Trustee Succession Provisions Section 3.01 Resignation of a Trustee A Trustee may resign by giving written notice to either of us. If we are both incapacitated or deceased, a resigning Trustee shall give written notice to the trust's Income Beneficiaries and any other then -serving Trustee. Upon the resignation of any individual Trustee who is serving as sole Trustee, the resigning individual Trustee may appoint the resigning Trustee's successor as Trustee in the manner set forth in Section 3.04, concurrent with the written notice described above. If the resigning Trustee fails to make the appointment, the other provisions of this Article regarding Trustee succession upon incapacity or death will govern and the next named successors to the resigning Trustee will serve in the order listed. Likewise, if no named successors to the resigning Trustee are available to serve and the resigning Trustee fails to designate a successor, the other provisions of this Article regarding the filling of a vacant Trustee office will govern. Section 3.02 Trustee Succession while Both of Us Are Alive While we are both alive, this Section governs the removal and replacement of the Trustees. (a) Removal and Replacement by Both of Us By joint agreement, we may remove any Trustee at any time, with or without cause. If a Trustee is removed, resigns, or cannot continue to serve for any reason, either or both of us may serve as Trustee, we may appoint a Trustee to serve with either or both of us, or we may appoint a successor Trustee. (b) Removal and Replacement by One of Us If one of us is incapacitated, the non -incapacitated Grantor may remove any Trustee at any time, with or without cause. If a Trustee is removed, resigns, or cannot continue to serve for any reason, the non -incapacitated Grantor may serve as sole Trustee, appoint a Trustee to serve with the non -incapacitated Grantor, or appoint a successor Trustee. (c) Successor Trustee during Incapacity of a Grantor During the incapacity of a Grantor, the other Grantor may serve as sole Trustee. If the other Grantor is unable or unwilling to serve for any reason, then we name the following to serve as successor Trustee in this order: First, KAYLA S. SMITH; then Second, RYLAN W. SMITH; and then Third, AMANDA R. BIZZELL. (d) Removal of Trustee during Incapacity of Both of Us During anytime both of us are incapacitated, the person appointed guardian may remove any Trustee, with or without cause. C: (e) Default of Designation If the office of Trustee of a trust created underthis instrument is vacant and no designated Trustee is able and willing to act during any time that one of us is incapacitated, the other Grantor may appoint a successor Trustee. If the other Grantor is unable or unwilling to appoint a successor Trustee, the person appointed guardian may appoint a successor Trustee. If a Trustee vacancy arises due to resignation, the previous provisions apply only if the resigning Trustee fails to appoint a successor Trustee in the manner more fully set forth in Section 3.01. All appointments, removals, and revocations must be by signed written instrument. Section 3.03 Trustee Succession after the Death of Either or Both of Us After the death of either or both of us, this Section governs the removal and replacement of the Trustees. (a) Administrative Trustee Upon the Death of a Grantor Upon the death of a Grantor, the surviving Grantor may serve as sole Trustee during the administration of our trust, replacing any then -serving Trustee. If the surviving Grantor is unable or unwilling to serve for any reason, we name the following to serve as successor Trustee during the administration of our trust, replacing any then -serving Trustee, in this order: First, KAYLA S. SMITH; then Second, RYLAN W. SMITH; then Third, AMANDA R. BIZZELL; and then Fourth, EDWARD JONES TRUST COMPANY, or its successor in interest. (b) Trustee of the Survivor's Trust Upon creation of the Survivor's Trust, the surviving Grantor may serve as sole Trustee of the Survivor's Trust. The surviving Grantor may appoint a Co -Trustee and successor Trustees. If the surviving Grantor is unable or unwilling to serve for any reason, and no successor Trustee has been appointed by the surviving Grantor, we name the following to serve as successor Trustee of the Survivor's Trust, in this order: First, KAYLA S. SMITH; then Second, RYLAN W. SMITH; then Third, AMANDA R. BIZZELL; and then Fourth, EDWARD JONES TRUST COMPANY, or its successor in interest. 7 (c) Trustee of the Marital Trust Upon creation of the Marital Trust, the surviving Grantor may serve as sole Trustee of the Marital Trust. If the surviving Grantor is unable or unwilling to serve for any reason, we name the following to serve as successor Trustee of the Marital Trust, in this order: First, KAYLA S. SMITH; then Second, RYLAN W. SMITH; then Third, AMANDA R. BIZZELL; and then Fourth, EDWARD JONES TRUST COMPANY, or its successor in interest. (d) Trustee of the Separate Trust for KENDALL R. BIZZELL Upon creation of the separate trust for KENDALL R. BIZZELL, we name the following to serve as Trustee of the separate trust for KENDALL R. BIZZELL, in this order: First, KENDALL R. BIZZELL; then Second, HYLA M. BIZZELL; then Third, AMANDA R. BIZZELL; then Fourth, ADAM R. BIZZELL and AARON R. BIZZELL, as Co -Trustees, provided they are both 21 years of age or older; however, if either one of ADAM R. BIZZELL or AARON R. BIZZELL is unable or unwilling to serve for any reason, then the remaining one of them may serve as sole Trustee, provided he is 21 years of age or older; and then Fifth, EDWARD JONES TRUST COMPANY, or its successor in interest. (e) Trustee of the Separate Trust for KAYLA S. SMITH Upon creation of the separate trust for KAYLA S. SMITH, we name the following to serve as Trustee of the separate trust for KAYLA S. SMITH, in this order: First, KAYLA S. SMITH; then Second, RYLAN W. SMITH and GRAYSON W. SMITH, as Co -Trustees, provided they are both 21 years of age or older; however, if either one of RYLAN W. SMITH or GRAYSON W. SMITH is unable or unwilling to serve for any reason, then the remaining one of them may serve as sole Trustee, provided he is 21 years of age or older; and then Third, EDWARD JONES TRUST COMPANY, or its success or in interest. (f) Trustee of any Separate Trust for a Descendant of KENDALL R. BIZZELL Upon creation of any separate trust for a descendant of KENDALL R. BIZZELL, we name the following to serve as Trustee of that trust, in this order, subject to the provisions of subsection (i) below: K First, HYLA M. BIZZELL; and then Second, EDWARD JONES TRUST COMPANY, or its successor in interest. (g) Trustee of any Separate Trust for a Descendant of KAYLA S. SMITH Upon creation of any separate trust for a descendant of KAYLA S. SMITH, we name EDWARD JONES TRUST COMPANY, or its success or in interest, to serve as Trustee of that trust, subject to the provisions of subsection (i) below. (h) Trustee of any Separate Trust for HYLA M. BIZZELL Upon creation of any separate trust for HYLA M. BIZZELL, we name EDWARD JONES TRUST COMPANY, or its successor in interest, to serve as Trustee of that trust. (i) Primary Beneficiary as Trustee of Separate Trust KENDALL R. BIZZELL and KAYLA S. SMITH may serve as the sole Trustee of his or her separate trust upon its creation. Each descendant of KENDALL R. BIZZELL or descendant of KAYLA S. SMITH who is the Primary Beneficiary of any separate trust created under this instrument, upon attaining the age of 25, may appoint himself or herself as sole Trustee of his or her separate trust. If the interest of a beneficiary will be merged into a life estate or an estate for years because the beneficiary is serving as sole Trustee, the beneficiary shall appoint a Co - Trustee to avoid this merger. Similarly, if the interest of a beneficiary becomes or is likely to become subject to the claims of any creditor or to legal process as a result of serving as sole Trustee, the beneficiary shall appoint an Independent Trustee to serve as Co - Trustee. Notwithstanding the previous provisions, the Primary Beneficiary of any trust administered as a Supplemental Needs Trust under this instrument may never appoint himself or herself as a Co -Trustee of his or her separate trust and may not serve as the sole Trustee of his or her separate trust. (j) Appointment of Successor Trustees by the Surviving Grantor After the death of one of us, the surviving Grantor may appoint the current or successor Trustees for any trust created under this instrument. The surviving Grantor may amend or revoke this appointment. (k) Appointment of Successor Trustee by then serving Trustee Each currently serving individual Trustee (including successors) shall have the right to appoint a successor Trustee by an instrument, in writing, such appointment to take effect upon the death, resignation, or incapacity of the appointing Trustee, An appointment may be changed or revoked until it takes effect. The appointment of a successor under this paragraph shall supersede the appointment of any successor trustee named above. 9 (1) Removal of a Trustee After the death of one of us, the surviving Grantor may remove any Trustee, with or without cause. If the surviving Grantor is incapacitated, the person appointed guardian may remove any Trustee, with or without cause. After the death of both of us, the Primary Beneficiary of any trust created under this instrument may remove a Trustee of the trust, with or without cause. A Trustee may be removed under this Subsection only if the person or persons having the right of removal appoints a corporate fiduciary by the effective removal date and this appointee simultaneously commences service as Trustee. The Trustee appointed to serve as successor Trustee may not be related or subordinate to any person having the right of removal within the meaning of Internal Revenue Code Section 672(c). The right to remove a Trustee under this Subsection is not to be interpreted to grant the person holding that right any of the powers of that Trustee. A minor or incapacitated beneficiary's parent or Legal Representative may act on his or her behalf. (m) Default of Designation If the office of Trustee of a trust created underthis instrument is vacant and no designated Trustee is able and willing to act, the surviving Grantor may appoint an individual or corporate fiduciary as successor Trustee. If the surviving Grantor is unable or unwilling to name a successor Trustee or if both of us are deceased, the trust's Primary Beneficiary may appoint a corporate fiduciary as successor Trustee. Any beneficiary may petition a court of competent jurisdiction to appoint a successor Trustee to fill any vacancy lasting longer than 30 days. The petition may subject the trust to the jurisdiction of the court only to the extent necessary to make the appointment and may not subject the trust to the continuing jurisdiction of the court. A minor or incapacitated beneficiary's parent or Legal Representative may act on his or her behalf. If a Trustee vacancy arises due to resignation, the previous provisions apply only if the resigning Trustee fails to appoint a successor Trustee in the manner more fully set forth in Section 3.01. Section 3.04 Notice of Removal and Appointment Notice of removal must be in writing and delivered to the Trustee being removed, along with any other then -serving Trustees. The removal notice will become effective in accordance with its provisions. 10 Notice of appointment must be in writing and delivered to the successor Trustee and any other then -serving Trustees. The appointment will become effective at the time of acceptance by the successor Trustee. A copy of the notice may be attached to this instrument. Section 3.05 Appointment of a Co -Trustee Any individual Trustee may appoint an individual or a corporate fiduciary as a Co -Trustee. This Co -Trustee will serve only as long as the appointing Trustee serves, or as long as the last to serve if more than one Trustee appointed the Co -Trustee. This Co -Trustee will not become a successor Trustee upon the death, resignation, or incapacity of the appointing Trustee, unless appointed under the terms of this instrument. Although this Co -Trustee may exercise all the powers of the appointing Trustee, the combined powers of this Co -Trustee and the appointing Trustee may not exceed the powers of the appointing Trustee alone. The Trustee appointing a Co -Trustee may revoke the appointment at any time, with or without cause. Section 3.06 Corporate Fiduciaries Any corporate fiduciary serving under this instrument as a Trustee must be a bank, trust company, or public charity that is qualified to act as a fiduciary under applicable federal or state law and that is not related or subordinate to any beneficiary within the meaning of Internal Revenue Code Section 672(c). This corporate fiduciary must have at least Five Hundred Million Dollars in assets under management. Section 3.07 Incapacity of a Trustee If any individual Trustee becomes incapacitated, the incapacitated Trustee need not resign as Trustee. A written declaration of incapacity by the Co -Trustee or, if none, bythe party designated to succeed the incapacitated Trustee if made in good faith will terminate the trusteeship. If the Trustee designated in the written declaration objects in writing to termination of the trusteeship within 10 days of receiving the declaration of incapacity, a written opinion of incapacity signed by a physician who has examined the incapacitated Trustee must be obtained before the trusteeship will be terminated. The Trustee objecting to termination of trusteeship must sign the necessary medical releases needed to obtain the physician's written opinion, or the trusteeship will be terminated without it. Section 3.08 Appointment of Independent Special Trustee If for any reason the Trustee of any trust created under this instrument is unwilling or unable to act with respect to any trust property or any provision of this instrument, the Trustee shall appoint, in writing, a corporate fiduciary or an individual to serve as an Independent Special Trustee as to this property or with respect to this provision. An Independent Special Trustee will exercise all fiduciary powers granted by this trust unless expressly limited elsewhere in this instrument or by the Trustee in the instrument appointing the Independent Special Trustee. An Independent Special Trustee may resign at any time by delivering written notice of resignation to the Trustee. Notice of resignation will be effective in accordance with the terms of the notice. 11 Section 3.09 Rights of Successor Trustees Each successor Trustee serving under this instrument, whether individual or corporate, will have all of the title, rights, powers and privileges granted to the initial Trustees named under this instrument. In addition, each successor Trustee will be subject to all of the restrictions imposed on and to all discretionary and ministerial obligations and duties given to the original Trustees. 12 ARTICLE FOUR Administration of the Trust during a Grantor's Incapacity Section 4.01 Definition of a Grantor's Incapacity A Grantor will be considered incapacitated during any time when the Grantor is unable to effectively manage his or her property or financial affairs because of age, illness, mental disorder, dependence on prescription medication or other substances, or any other cause. Section 4.02 Determination of a Grantor's Incapacity For purposes of this instrument, a Grantor is incapacitated if determined to be so under any one of the following Subsections. (a) Determination by the Other Grantor and Attending Physician A Grantor will be considered incapacitated if the then -existing circumstances fall within the definition of incapacity as provided in Section 4.01 in the opinion of the other Grantor and the incapacitated Grantor's attending physician. If the other Grantor is unable to make this determination, the incapacitated Grantor's attending physician will determine whether the incapacitated Grantor's then -existing circumstances fall within the definition of incapacity as provided in Section 4.01. A Grantor will be considered restored to capacity if the Grantor's personal or attending physician signs a written opinion that the Grantor can manage his or her property and financial affairs. (b) Court Determination A Grantor will be considered incapacitated if a court of competent jurisdiction determines that the Grantor is legally incapacitated, incompetent, or otherwise unable to effectively manage his or her property or financial affairs. (c) Detention, Disappearance, or Absence A Grantor will be considered incapacitated if the Grantor has an unexplained disappearance or absence for more than 30 days, or is detained under duress. A Grantor's disappearance, absence, or detention under duress may be established by an affidavit of the Trustee, or, if no Trustee is then serving under this trust, by the affidavit of any beneficiary of any trust created under this instrument. The affidavit must describe the circumstances of the Grantor's disappearance, absence, or detention under duress. A third party dealing with the Trustee in good faith may always rely on the representations contained in the affidavit. A Grantor will be considered restored to capacity upon written notice by the missing or detained Grantor to the successor Trustee that he or she can manage his or her property and financial affairs. 13 Section 4.03 Trust Distributions during a Grantor's Incapacity For purposes of this Article, "incapacitated Grantor's trust property" refers to the net income and principal of the incapacitated Grantor's separate property and the net income and principal of the incapacitated Grantor's share of the community property, during any period when a Grantor is incapacitated. The Trustee shall administer the incapacitated Grantor's trust property as follows. (a) Distributions for the Incapacitated Grantor's Benefit The Trustee shall regularly and conscientiously make appropriate distributions of income and principal for the benefit of the incapacitated Grantor under the circumstances existing at the time each distribution is made. Appropriate distributions under this Section include the payment of any of the incapacitated Grantor's enforceable legal obligations and premiums for insurance policies owned by the incapacitated Grantor or by the trust, including life, medical, disability, property and casualty, errors and omissions, and long-term health care policies. The examples included in this Section are for purposes of illustration only and are not intended to limit the authority of the Trustee to make any distribution for the incapacitated Grantor's benefit that the Trustee determines appropriate. (b) Manner of Making Distributions The Trustee may make distributions for the incapacitated Grantor's benefit in any one or more of the following ways: to the incapacitated Grantor, but only to the extent he or she is able to manage these distributions; to other persons and entities for the incapacitated Grantor's use and benefit; to an agent or attorney in fact authorized to act for the incapacitated Grantor under a legally valid durable power of attorney executed by the incapacitated Grantor before his or her incapacity; and to the incapacitated Grantor's guardian or conservator who has assumed responsibility for the incapacitated Grantor under any court order, decree, or judgment issued by a court of competent jurisdiction. (c) Distributions for the Other Grantor's Benefit and for the Benefit of Our Dependents The Trustee may distribute as much of the net income and principal of the incapacitated Grantor's trust as the Trustee considers necessary for the health, education, maintenance or support of the other Grantor. The Trustee may also distribute as much of the net income and principal of the incapacitated Grantor's trust as the Trustee considers necessary for the health, education, 14 maintenance or support of other persons who the Trustee determines are properly dependent on the incapacitated Grantor for support. (d) Guidance for the Trustee Regarding Distributions When making distributions under Subsections (a) and (c), the Trustee shall give consideration first to the incapacitated Grantor's needs and the needs of the other Grantor, and then to the needs of those persons dependent on the incapacitated Grantor. When making distributions under Subsection (c), we request that the Trustee, in its sole and absolute discretion, consider other income and resources available to the beneficiaries. The Trustee may make unequal distributions, distributions to some but not all beneficiaries, or no distributions. A distribution made to a beneficiary under this Article will not be considered an advancement and will not be charged against the share of the beneficiary that may be distributable under any other provision of this trust. (e) Power to Make Gifts The Trustee is authorized to make gifts from the incapacitated Grantor's trust as follows. (1) Continuation of Gifting Program The Trustee is authorized to honor pledges and to continue to make gifts to charitable organizations that the incapacitated Grantor regularly supported before his or her incapacity in the previously given amounts. The Trustee may continue any gifting program initiated by the incapacitated Grantor before his or her incapacity. (2) Gifts Limited to the Annual Exclusion Amount The Trustee may make gifts on the incapacitated Grantor's behalf, to or for the benefit of any remainder or contingent beneficiary named in this instrument for purposes the Trustee considers to be in the best interest of both the incapacitated Grantor and the beneficiary, including the minimization of income, estate, inheritance, or gift taxes. Any gifts the Trustee makes under this Section must be limited to the federal annual gift tax exclusion amount. (3) Gifts in Excess of the Annual Exclusion Amount Only an Independent Special Trustee appointed under the provisions of Section 3.08 may make gifts in excess of the federal annual gift tax exclusion amount. If the Trustee determines that gifts in amounts in excess of the federal annual gift tax exclusion amount are in the best interest of both the incapacitated Grantor and our beneficiaries, the Trustee, by unanimous vote if more than one Trustee is serving, must appoint an Independent Special Trustee unrelated by blood or marriage to any Trustee to review the facts and circumstances, and to decide whether the gifts should be made. 15 Neither the Trustee nor the appointed Independent Special Trustee may be held liable to any beneficiary for exercising or failing to exercise its discretion to make gifts under this Section. (4) Gifts for Tuition The Trustee may prepay the cost of tuition for any remainder or contingent beneficiary named in this trust. The Trustee shall make these payments directly to the educational institution or by establishing and contributing to a Qualified State Tuition Program established under Internal Revenue Code Section 529. (5) Gifts for Medical Expenses The Trustee may pay medical expenses for any remainder or contingent beneficiary named in this trust as permitted under Internal Revenue Code Section 2503(e). The Trustee shall make these payments directly to the medical provider. (6) Gift Splitting Authorized The Trustee is authorized to consent to the splitting of gifts under Internal Revenue Code Section 2513 or under similar provisions of any state or local gift tax laws. (7) Gifts Limited to Ascertainable Standards An Interested Trustee may only make gifts that are necessary for the health, education, maintenance or support of the person to whom a gift is made. The Trustee is not required to consider other income and resources available to the recipient. (8) Methods of Making Gifts The Trustee may make gifts of trust property under this Section outright, in trust, or in any other manner that the Trustee, in its sole and absolute discretion, considers appropriate. By way of example and without limiting the Trustee's powers under this Section, the Trustee is specifically authorized to make gifts by creating tenancy in common and joint tenancy interests or by establishing irrevocable trusts (including charitable or noncharitable split interest trusts). The Trustee may make gifts of trust property by establishing and contributing trust property to corporations, limited partnerships, limited liability partnerships, limited liability companies, or other similar entities, and by making gifts of interests in any of those entities. To accomplish the objectives described in this Section, the Trustee may establish and maintain financial accounts of all types and may execute, acknowledge, seal, and deliver deeds, assignments, agreements, authorizations, checks, and other instruments. The Trustee may prosecute, defend, mediate, or settle, propose, or accept a compromise with respect to a claim existing in favor of or against the incapacitated Grantor, based on or involving a gift transaction on the 16 incapacitated Grantor's behalf. The Trustee may intervene in any related action or proceeding. The Trustee may perform any other act the Trustee considers necessary or desirable to complete a gift on the incapacitated Grantor's behalf in accordance with the provisions of this Section. (9) Standard for Making Gifts We desire that in making gifts on the incapacitated Grantor's behalf, the Trustee consider the history of the incapacitated Grantor's gift making and our estate plan. To the extent reasonably possible, we direct the Trustee to avoid disrupting the dispositive provisions of our estate plan as established by us prior to the Grantor's incapacity. 17 ARTICLE FIVE Administration of the Trust upon the Death of a Grantor Section 5.01 Surviving Grantor's Trust Property and Deceased Grantor's Trust Property After the first of us dies, the surviving Grantor's interest in any community property of the trust and the surviving Grantor's separate trust property will be referred to as the "surviving Grantor's trust property." The surviving Grantor's trust property will be referred to as the Survivor's Trust and the Trustees shall administer the Survivor's Trust as provided in Article Seven. The deceased Grantor's interest in any community property of the trust and the deceased Grantor's separate trust property will be referred to as the "deceased Grantor's trust property." Section 5.02 Administrative Trust Upon a Grantor's death, the trust will become irrevocable as it pertains to the administration and distribution of the deceased Grantor's trust property. The Trustee may need to apply for a separate Taxpayer Identification Number for the deceased Grantor's trust property. Before the distribution of the deceased Grantor's trust property as provided in this trust, the deceased Grantor's trust property will be referred to as the "administrative trust" but may continue to be known as the DON AND SAMMIE BIZZELL FAMILY TRUST during the administration period. The administrative trust will exist for the period reasonably necessary to complete the administrative tasks set forth in this Article. Section 5.03 Payment of Expenses and Taxes The Trustee may pay from the deceased Grantor's trust property: expenses of the deceased Grantor's last illness, funeral, and burial or cremation, including expenses of memorials and memorial services; legally enforceable claims againstthe deceased Grantor orthe deceased Grantor's estate; expenses of administering the trust and the deceased Grantor's estate; and court -ordered allowances for those dependent upon the deceased Grantor. These payments are discretionary with the Trustee. The Trustee may make decisions on these payments without regard to any limitation on payment of the expenses and may make payments without any court's approval. No third party may enforce any claim or right to payment against the trust by virtue of this discretionary authority. if payment would decrease the deduction available to the deceased Grantor's estate, the Trustee may not pay any administrative expenses from assets passing to an organization that qualifies for the federal estate tax charitable deduction. Likewise, if payment would decrease the deduction available to the deceased Grantor's estate or violate the provisions of Treasury Regulation Section 20.2056(b)-4(d), the Trustee may not pay any administrative expenses from the net income of property qualifying for the estate tax marital deduction. The Trustee shall pay death taxes out of the trust property's principal, as provided in Section 5.06. m Section 5.04 Restrictions on Certain Payments from Retirement Plans The term "designation date" means September 30 of the calendar year following the year of the deceased Grantor's death, or another date as established by Treasury Regulations or other tax law authority as the final date for determining whether this trust meets the requirements for treatment of the trust's oldest beneficiary as if the beneficiary was named individually as beneficiary of any qualified retirement plan payable to this trust. Notwithstanding any other provision of this trust or state law to the contrary, and except as provided in Article Fourteen, the Trustee may not distribute any qualified retirement benefit payable to the trust or any trust created under this trust to or for the benefit of the deceased Grantor's estate, any charity, or any beneficiary other than an individual, on or after the designation date. Our intent is that all qualified retirement benefits held by or payable to this trust on or after the designation date be distributed to or held only for individual beneficiaries, within the meaning of Internal Revenue Code Section 401(a)(9). Qualified retirement benefits may not be used or applied on or after the designation date for payment of the deceased Grantor's debts, taxes, expenses of administration, or other claims against the deceased Grantor's estate, or for payment of estate, inheritance, or similar transfer taxes due because of the deceased Grantor's death, other than those directly attributable to and the legal obligation of a particular qualified retirement plan. This Section does not apply to any bequest or expense that is specifically directed to be funded with qualified retirement benefits. Section 5.05 Excluding Life Insurance Proceeds or Other Exempt Property from Creditors Despite anything to the contrary in this Agreement, any life insurance proceeds or other exempt property payable to the Trustee under this Agreement must never be or become part of our probate or testamentary estate. Nothing in this Agreement directs that these life insurance proceeds or other exempt property be used to pay our debts or expenses. Section 5.06 Payment of Death Taxes For the purposes of this Article, the term "death taxes" refers to any taxes imposed by reason of the deceased Grantor's death by federal, state, or local authorities, including estate, inheritance, gift, and direct -skip generation -skipping transfer taxes. For purposes of this Section, death taxes does not include any additional estate tax imposed by internal Revenue Code Section 2031(c)(5)(C), Section 2032A(c), or Section 2057(f), or any other comparable recapture tax imposed by any taxing authority. Nor does the term include any generation -skipping transfer tax, other than a direct -skip generation -skipping transfer tax. Except as otherwise provided in this Article or elsewhere in this trust, the Trustee shall provide for payment of all death taxes from the administrative trust without apportionment and the Trustee may not seek contribution toward or recovery of any payments of death taxes from any individual. (a) Protection of Exempt Property Death taxes may not be allocated to or paid from any assets that are not included in the deceased Grantor's gross estate for federal estate tax purposes. To the extent 19 practicable, the Trustee may not pay any death taxes from assets that are exempt from generation -skipping transfer tax purposes. (b) Protection of the Marital Deduction Death taxes may not be paid from or allocated to any property that qualifies for the federal estate tax marital deduction. (c) Protection of the Charitable Deduction Death taxes may not be paid from or allocated to any assets passing to an organization that qualifies for the federal estate tax charitable deduction, or from any assets passing to a split -interest charitable trust, unless the Trustee has first used all other assets available to pay the taxes. (d) Property Passing outside of the Trust Except as to qualified retirement benefits, death taxes imposed with respect to property included in the deceased Grantor's gross estate for death tax purposes but passing outside of the trust are to be apportioned among the persons and entities benefited. The proportion attributed to each person or entity is the taxable value of each person or entity's beneficial interest over the total taxable value of all property and interests included in the deceased Grantor's gross estate for death tax purposes. The values used for the apportionment are to be the values as finally determined under federal, state, or local law. (e) QTIP Property If the Trustee or the deceased Grantor's Executor waives any right of recovery granted by Internal Revenue Code Section 2207A and corresponding provisions of applicable state law, death taxes may not be apportioned to any property included in the deceased Grantor's gross estate under Internal Revenue Code Section 2044. Section 5.07 Coordination with the Executor The following provisions are intended to help facilitate the coordination between the deceased Grantor's Executor and the Trustee. These provisions apply even if the Executor and the Trustee are the same person or entity. (a) Reliance on Information from the Executor The Trustee may rely upon the written request of the deceased Grantor's Executor for payments authorized under this Article and the amounts included in those payments without computing the sums involved. If a payment is made under this Article to the deceased Grantor's Executor, the Trustee will have no duty to inquire into the application of the payment. 20 (b) Receipt of Probate Property The Trustee may accept or decline any distributions of property tendered to the Trustee by the deceased Grantor's Executor. If the Trustee accepts the property, the Trustee may do so without audit and will not be required to review the Executor's records. (c) Discretionary Distributions to the Deceased Grantor's Executor The Trustee may distribute cash, accrued income, or other trust property to the deceased Grantor's probate estate as a beneficiary of this trust, to the extent the Trustee determines that doing so is in the best interests of the trust beneficiaries. Section 5.08 Authority to Make Tax Elections After a Grantor's death, the Trustee may make tax elections as provided in this Section. But if an Executor is appointed for the deceased Grantor's probate estate, the discretionary authority granted to the Trustee as to any tax election will be subordinate to the Executor's statutorily delegated authority. (a) Tax Elections The Trustee may make any tax elections necessary for the efficient administration of the deceased Grantor's estate, including: valuing assets according to an alternate valuation date; electing whether to take administration expenses as estate tax deductions or income tax deductions; allocating a Grantor's unused generation -skipping exemption to any portion of the trust property; electing special -use valuation; deferring payment of all or any portion of any taxes; making any elections relative to the Deceased Spousal Unused Exclusion Amount to the extent and amount allowable under Internal Revenue Code Sections 2010(c)(4) and (5), all as the Trustee considers appropriate under then -prevailing circumstances; and treating any portion of the deceased Grantor's administrative trust as part of the deceased Grantor's estate for federal or state income tax purposes, or both. In addition, the Trustee, in its sole and absolute discretion, may elect to waive, in whole or in part, the deceased Grantor's right to have the deceased Grantor's estate reimbursed for any tax paid as a result of the inclusion in the deceased Grantor's taxable estate of property held in a qualified terminable interest property (QTIP) trust created for the surviving Grantor by the deceased Grantor. The Trustee may make equitable adjustments between income and principal because of any tax elections made by the Trustee. 21 (b) Qualified Terminable Interest Property The Trustee may elect to have any trust property qualify for the federal estate tax marital deduction as qualified terminable interest property under Internal Revenue Code Section 2056(b)(7) ("QTIP election") and for any state death tax marital deduction under any state's law ("state QTIP election"). The Trustee is not required to make the same election for both federal estate tax purposes and for state death tax purposes. If the Trustee makes a partial QTIP election, the Trustee will divide the trust on the basis of the fair market value of the trust assets at the time of the division. The Trustee is indemnified and held harmless from any loss, claim, or damage incurred as a result of any action taken by a beneficiary against the Trustee arising out of the Trustee's decision regarding the QTIP election for any portion of the trust property. The Trustee is specifically authorized to use trust property to pay directly or to reimburse himself or herself for any expenses incurred to defend any threatened or actual legal action arising under this provision. The Trustee may make the special election under Internal Revenue Code Section 2652(a)(3) to treat all of the property of a trust created under this trust for which the QTIP election is made as if that election had not been made, making the deceased Grantor the transferor of the property for purposes of the generation -skipping transfer tax. We desire that the Trustee set apart the property to which the election has been made as a separate trust, so that the inclusion ratio of the separate qualified trust, as defined in the Internal Revenue Code, is zero. (c) Allocation of GST Exemption The Trustee may elect to allocate or not allocate any portion of the Available GST Exemption under Internal Revenue Code Section 2631, or a counterpart exemption under any applicable state law to any property of which the deceased Grantor is considered the transferor for generation -skipping transfer tax purposes. This includes any property transferred by the deceased Grantor during the deceased Grantor's life for which the deceased Grantor did not make an allocation prior to death. The exercise of the Trustee's discretion should be based on the transfers, gift tax returns, and other information known to the Trustee, with no requirement that allocations benefit the various transferees or beneficiaries in any particular manner. (d) Qualified Conservation Easements The Trustee may create a qualified conservation easement, as defined in Internal Revenue Code Section 2031(c)(8)(A), in any land held by the trust and may make the necessary election provided by Section 2031(c)(6). Section 5.09 Payment of Charitable Bequests To the extent possible, the Trustee must make all charitable distributions from property that constitutes income in respect of a decedent (IRD) as that term is defined under the U.S. income 22 tax laws. The distribution will qualify for the income tax charitable deduction under Internal Revenue Code Section 642(c)(5), as amended. 23 ARTICLE SIX Specific Distributions and Disposition of Personal Effects Section 6.01 Specific Gift of Residence When the first Grantor dies, the Trustee shall distribute any real property, including buildings and improvements used by the surviving Grantor as his or her principal residence, to the Survivor's Trust. This gift includes insurance policies on the property and claims under those policies. The Trustee shall distribute the property subject to all liens and encumbrances against the property that exist at the death of the first Grantor to die. If the surviving Grantor disclaims any interest in the property distributed under this provision, the interest will be distributed as provided in the Articles that follow. Section 6.02 Specific Gift of Qualified Retirement Plans When the first Grantor dies, the Trustee shall distribute all of the deceased Grantor's interest in the surviving Grantor's qualified retirement plans to the surviving Grantor. Property passing under this Section passes free of any administrative expenses or death taxes. Section 6.03 Distribution of Personal Effects The Trustee shall distribute the deceased Grantor's personal effects to the Survivor's Trust to be administered as provided in Article Seven. If we are both deceased, the Trustee shall distribute the property to our children but not to their descendants, in shares of substantially equal value, to be divided among our children as they agree. If the Trustee determines that a child is incapable of acting in his or her own best interest, the Trustee shall appoint a person to represent the child in the division of the property. If our children are unable to agree upon the division of the property within six months after the death of a Grantor, the Trustee shall make the division according to the Trustee's discretion. The Trustee may use a lottery, rotation system, or any other method of allocation to determine the order of selection and distribution of the property. As an alternative, the Trustee may sell all or any portion of the property and distribute the net proceeds equally among our then -living children. The Trustee will not incur any liability to any party for decisions made by the Trustee with respect to the division or sale of personal effects. Any decision made by the Trustee will be final and binding on all beneficiaries. Section 6.04 Definition of Personal Effects For purposes of this Article and Section 16.19, the term "personal effects" includes household furnishings, appliances, works of art, motor vehicles, boats, pictures, collectibles, apparel and jewelry, books, sporting goods, electronic equipment, musical instruments, hobby paraphernalia, and other similar items. The term also includes airline frequent flier miles, credit card points, hotel loyalty points and other similar reward and loyalty program points. It also includes digital property assets, such as digital photographs, music files, movie files, and other digital data. The term does not include any property that the Trustee, in its sole and absolute discretion, determines to be part of any business or business interest owned bythe deceased Grantor or the trust. 24 After the death of a Grantor, if the Trustee receives property to be distributed under this Article from the deceased Grantor's probate estate or in any other manner, the Trustee shall distribute the property in accordance with this Article's terms. The fact that a personal effects item was not received by the trust until after the death of a Grantor does not diminish the validity of the gift. If property to be distributed under this Article is not part of the trust property upon the death of a Grantor and is not subsequently transferred to the Trustee from the deceased Grantor's probate estate or in any other manner, then the specific distribution of property made in this Article is null and void, without any legal or binding effect. Section 6.05 Incidental Expenses and Encumbrances Until property distributed in accordance with this Article is delivered to the appropriate beneficiary or his or her Legal Representative, the Trustee shall pay the reasonable expenses of securing, storing, insuring, packing, transporting, and otherwise caring for the property as an administration expense. Except as otherwise provided in the trust, the Trustee shall distribute property under this Article subject to all liens, security interests, and other encumbrances on the property. Section 6.06 Residuary Distribution The Trustee shall allocate all of the deceased Grantor's remaining trust property to the Marital Trust to be administered as provided in Article Eight. In the time and manner provided by law, the surviving Grantor, his or her fiduciary, or his or her agent serving under a power of attorney may disclaim any portion of any interest in or power over property passing from the deceased Grantor to or for the surviving Grantor's benefit under this instrument. As further set forth in Section 5.08(b), the Trustee, in its sole discretion, may make the election, in whole or in part or not at all, to have any property qualify for the federal estate tax deduction as qualified terminable interest property under Internal Revenue Code Section 2056(b)(7). 25 ARTICLE SEVEN Survivor's Trust The Trustee shall administer the Survivor's Trust as provided in this Article. Section 7.01 Trustee of the Survivor's Trust The surviving Grantor may serve as sole Trustee of the Survivor's Trust. The surviving Grantor may remove and replace the Trustee of the Survivor's Trust at any time, with or without cause. Notwithstanding any other provision in this instrument, the surviving Grantor may appoint any individual or corporate fiduciary to serve as Trustee of the Survivor's Trust. Section 7.02 The Surviving Grantor's Right to Amend The surviving Grantor also has the absolute right to amend the Survivor's Trust's terms by restating them in full. The restated Survivor's Trust must be in writing and signed by the surviving Grantor and the Trustee of the restated Survivor's Trust. The right to amend by restatement may be exercised only by the surviving Grantor. Section 7.03 Distribution of Income The Trustee shall distribute all of the net income of the Survivor's Trust to the surviving Grantor at least quarter -annually. Nothing contained in this instrument may limit the right of the surviving Grantor to receive the Survivor's Trust's entire net income. Section 7.04 Distributions of Principal The Trustee shall distribute as much of the principal of the Survivor's Trust to the surviving Grantor as he or she requests in writing for any reason. The Trustee may also distribute as much of the principal of the Survivor's Trust to the surviving Grantor as the Trustee determines necessary or advisable for any purpose. Section 7.05 Unproductive Property Upon the written request of the surviving Grantor, the Trustee shall convert any nonproductive property held in the Survivor's Trust to productive property. Section 7.06 Trust Distributions during the Incapacity of the Surviving Grantor During anytime the surviving Grantor is incapacitated, the Trustee shall administer the Survivor's Trust according to the provisions of Article Four. Section 7.07 General Power of Appointment The surviving Grantor may appoint all or any portion of the principal and undistributed income remaining in the Survivor's Trust at the surviving Grantor's death among one or more persons or entities, including the creditors of the surviving Grantor's estate. The surviving Grantor has the exclusive right to exercise this general power of appointment. 26 Section 7.08 Administration following the Surviving Grantor's Death The Survivor's Trust becomes irrevocable upon the death of the surviving Grantor and the Trustee shall administer the Survivor's Trust consistent with the provisions of Article Five for administration following the death of the first of us to die. Upon completion of the administrative tasks, the Trustee shall administer the unappointed balance or remainder of the Survivor's Trust as provided in Article Nine and Article Ten. 27 ARTICLE EIGHT Marital Trust The Trustee shall administer the Marital Trust as provided in this Article. Although this Article speaks in terms of one trust, the Trustee may divide the Marital Trust into two or more trusts as otherwise provided in this Agreement, including as provided in Section 15.16, Section 15.21, and Section 5.08(b). Section 8.01 Distributions of Net Income The Trustee shall distribute all of the net income of the Marital Trust to the surviving Grantor at least quarter -annually during the surviving Grantor's lifetime. Section 8.02 Distributions of Principal The Trustee may distribute as much principal of the Marital Trust to the surviving Grantor as the Trustee determines necessary or advisable for the surviving Grantor's health, education, maintenance or support. If the Trustee is an Independent Trustee, the Trustee may distribute as much of the principal of the trust to the surviving Grantor as the Independent Trustee may determine advisable for any purpose. The Trustee may consider the needs of the surviving Grantor and other income and resources available to the surviving Grantor. Section 8.03 Nonproductive Property Upon written request of the surviving Grantor, the Trustee shall convert any nonproductive property held in the Marital Trust to productive property. In addition, the surviving Grantor may require that any nonproductive property held in any qualified retirement plan, private or commercial annuity, individual retirement annuity, pension, profit-sharing plan, stock -bonus plan, stock ownership plan, or similar arrangement made payable to the Marital Trust be converted to productive property. Section 8.04 General Power of Appointment over Stub Income The surviving Grantor has the unlimited and unrestricted testamentary general powerto appoint all or any portion of the accrued and undistributed net income remaining in the Marital Trust at the surviving Grantor's death to the creditors of the surviving Grantor's estate. The surviving Grantor has the exclusive right to exercise this general power of appointment. We intend to create a testamentary power of appointment that is a general power of appointment as defined in Internal Revenue Code Section 2041. If the surviving Grantor fails to exercise the testamentary general power of appointment, the Trustee shall distribute all of the accrued and undistributed net income remaining in the Marital Trust as provided in Section 8.08. 28 Section 8.05 Testamentary Limited Power of Appointment The surviving Grantor has the testamentary limited power to appoint all or any portion of the principal remaining in the Marital Trust among our descendants, their spouses and charities qualified under Section 2055 of the Internal Revenue Code. The surviving Grantor may not exercise this power to appoint trust property to the surviving Grantor, the surviving Grantor's estate, the surviving Grantor's creditors, or the creditors of the surviving Grantor's estate. We intend to create a testamentary power of appointment that is a limited power of appointment and not a general power of appointment as defined in Internal Revenue Code Section 2041. Section 8.06 Separate Share for Disclaimed Property The Trustee shall hold any property that has become property of the Marital Trust as a consequence of a disclaimer by the surviving Grantor as a separate share with provisions identical to those contained in the other sections of this Article, except that the surviving Grantor will not have the limited power of appointment that is held under Section 8.05 with respect to the property of the separate share. Section 8.07 Qualified Terminable Interest Property Our intent is that the property of the Marital Trust constitute qualified terminable interest property for federal and state death tax purposes if and to the extent the Trustee or Personal Representative makes the necessary election. This instrument must be interpreted to accomplish this intent. Section 8.08 Administration of the Marital Trust at the Surviving Grantor's Death The Marital Trust terminates upon the death of the surviving Grantor. If the Trustee has divided the Marital Trust into exempt and non-exempt shares, to the extent that estate taxes are due because the assets of the Marital Trust are included in the estate of the surviving Grantor and are not paid from the surviving Grantor's estate, the taxes are to be paid first from the non-exempt share and then, if necessary, from the exempt share. If the surviving Grantor has not fully exercised the surviving Grantor's testamentary limited power of appointment over the property remaining at the surviving Grantor's death, the Trustee shall administer the unappointed balance or remainder of the Marital Trust as provided in Article Nine and Article Ten. 29 ARTICLE NINE Specific Distributions upon Death of Survivor As soon as practical after the death of the survivor of us, the Trustee shall make the specific distributions identified in this Article from our remaining trust property not distributed under prior Articles of this trust. Section 9.01 Distributions from Exempt and Non -Exempt Trust Property The provisions of this Section apply only if the Trustee has created exempt and nonexempt trusts under the authority of Section 15.21. If a beneficiary of a specific distribution is a skip person as defined in Internal Revenue Code Section 2613, then the Trustee should make the specific distribution from exempt trust property to the extent possible, then from nonexempt trust property. If a beneficiary of a specific distribution is a non -skip person as defined in Internal Revenue Code Section 2613, then the Trustee should make the specific distribution from nonexempt trust property to the extent possible, then from exempt trust property. Section 9.02 Specific Distribution of Real Property to KENDALL R. BIZZELL As soon as practicable after the death of the survivor of us, the Trustee shall distribute from the remaining trust property to the Trustee of the trust established for KENDALL R. BIZZELL under Article Ten of this agreement, to be held and administered for the benefit of KENDALL R. BIZZELL as provided therein, all of our interest in the following described real property situated in Williamson County, Texas, to -wit: Being 5.001 acres of land, situated in the Charlie Johnson Survey, Abstract No. 850, in Williamson County, Texas, said land being a portion of that certain tract of land, called 47.95 acres, as conveyed to Don H. Bizzell and Kendall R. Bizzell by deed as recorded in Volume 2104, Page 297, of the Official Records of Williamson County, Texas, and being more particularly described in Warranty Deed dated March 4, 2014, from BB&S Partners, Ltd., to Don H. Bizzell, recorded under Document No. 2014014923, Official Records, Williamson County, Texas. Together with a non-exclusive easement over and across that certain tract of 0.58 acres of land, 30 feet wide, out of the G. B. Mayhall Survey, Abstract No. 821 and the C. Joyner Survey, Abstract No. 820, in Williamson County, Texas, and being more particularly described in Grant of Easement for Access and Public Utilities, dated December 3, 2004, from Carol Travathan to Don H. Bizzell and Sammie D. Bizzell and The BB&S Partners, Ltd., recorded under Document No. 2004097867, Official Records, Williamson County, Texas. If KENDALL R. BIZZELL is deceased, the Trustee shall distribute this property to HYLA M. BIZZELL, outright, and free of trust, if she is then -living and provided she was married to and not legally separate from KENDALL R. BIZZELL on the date of his death. If HYLA BIZZELL is deceased, or if she was not married to or was legally separated from KENDALL R. BIZZELL on the date of his death, then the Trustee shall distribute this property per stirpes in trust to the descendants of KENDALL 30 R. BIZZELL. The Trustee shall hold and administer the trust for each descendant of KENDALL R. BIZZELL under the same terms as the trust for KENDALL R. BIZZELL as provided under Section 10.02 of Article Ten. If KENDALL R. BIZZELL has no then -living descendants, then this specific distribution shall lapse, and the Trustee shall distribute this property with our remaining trust property, pursuant to the provisions of Article Ten. Property passing under this Section passes free of any administrative expenses or death taxes. Section 9.03 Specific Distribution of Real Property to KAYLA S. SMITH As soon as practicable after the death of the survivor of us, the Trustee shall distribute from the remaining trust property to the Trustee of the trust established for KAYLA S. SMITH under Article Ten of this agreement, to be held and administered for the benefit of KAYLA S. SMITH as provided therein, all of our interest in the following described real property situated in Williamson County, Texas, to -wit: Being a 1.48 acre of land out of the Charlie Johnson Survey, Abstract No. 850. Said land also being out of a certain 47.95 acre tract conveyed to Don H. Bizzell, et al, of record in Volume 2104, Page 297 of the Official Records of Williamson County, Texas, and being more particularly described in Warranty Deed dated February 13, 1996, from Kendall R. Bizzell to Don H. and Sammie D. Bizzell, recorded under Document No. 9608106, Official Records, Williamson County, Texas. If KAYLA S. SMITH is deceased, the Trustee shall distribute this property per stirpes in trust to the descendants of KAYLA S. SMITH. The Trustee shall hold and administer the trust for each descendant of KAYLA S. SMITH under the same terms as the trust for KAYLA S. SMITH as provided under Section 10.03 of Article Ten. If KAYLA S. SMITH has no then -living descendants, then this specific distribution shall lapse, and the Trustee shall distribute this property with our remaining trust property, pursuant to the provisions of Article Ten. Property passing under this Section passes free of any administrative expenses or death taxes. Section 9.04 Specific Distribution of Partnership Interest to KAYLA S. SMITH As soon as practicable after the death of the survivor of us, the Trustee shall distribute from the remaining trust propertyto the Trustee of the trust established for KAYLA S. SMITH under Article Ten of this agreement, to be held and administered for the benefit of KAYLA S. SMITH as provided therein, all of our interest, in BB&S PARTNERS, LTD., File Number 00142139-10, whether such interest is held in either of our individual names or in the name of the trust. If KAYLA S. SMITH is deceased, the Trustee shall distribute this property per stirpes in trust to the descendants of KAYLA S. SMITH. The Trustee shall hold and administer the trust for each descendant of KAYLA S. SMITH under the same terms as the trust for KAYLA S. SMITH as provided under Section 10.03 of Article Ten. 31 If KAYLA S. SMITH has no then -living descendants, then this specific distribution shall lapse, and the Trustee shall distribute this property with our remaining trust property, pursuant to the provisions of Article Ten. Property passing under this Section passes free of any administrative expenses or death taxes. Section 9.05 Specific Distribution of Equipment and Tools to KAYLA S. SMITH As soon as practicable after the death of the survivor of us, the Trustee shall distribute from the remaining trust property to KAYLA S. SMITH, outright and free of trust, all equipment and tools. If KAYLA S. SMITH is deceased, the Trustee shall distribute this property per stirpes to the descendants of KAYLA S. SMITH, outright and free of trust. If KAYLA S. SMITH has no then -living descendants, then this specific distribution shall lapse, and the Trustee shall distribute this property with our remaining trust property, pursuant to the provisions of Article Ten. Property passing under this Section passes free of any administrative expenses or death taxes Section 9.06 Encumbrances and Incidental Expenses Property passing under this Article will pass subject to all liens, security interests, or any other encumbrances on the property. The Trustee shall pay, as an administration expense, the reasonable expenses of storing, insuring, packing, transporting, and otherwise caringforthe property until each item of property is actually delivered to the appropriate beneficiary. Section 9.07 Residuary Distribution The Trustee shall distribute all remainingtrust property not distributed under this or prior Articles of this trust as provided in the Articles that follow. 32 ARTICLE TEN Distribution to Our Descendants Upon the death of the survivor of us, the Trustee shall administer and distribute our remaining trust property (not distributed under prior Articles of this instrument) under the terms of this Article. The Trustee shall apply the terms of the trusts for our descendants separately to property originating from different Grantors. Although this Article speaks in terms of a single trust for each descendant, we anticipate that each trust shall instead be held as two or more trusts for each descendant as set forth in Section 15.21 if the Trustee in the Trustee's discretion determines to do so for generation skipping transfer tax purposes. Section 10.01 Division of Our Remaining Trust Property The Trustee shall divide our remaining property into separate shares for our descendants, per stirpes. The Trustee shall administer the share for each of our living children as a separate share for the benefit of the child as provided in the Sections that follow. The Trustee shall administer the share for each descendant of a deceased child as provided in Section 10.04. Section 10.02 Distribution of Share for KENDALL R. BIZZELL The Trustee shall administer the share set aside for KENDALL R. BIZZELL in trust as provided in this Section; provided however, if KENDALL R. BIZZELL is receiving or applying for needs -based government benefits, the Trustee shall retain and administer the trust for KENDALL R. BIZZELL pursuant to the provisions of Section 13.01 of this agreement. (a) Distributions of Income and Principal The Trustee may distribute to KENDALL R. BIZZELL as much income and principal of his trust as the Trustee determines is necessary or advisable for the health, education, maintenance or support of KENDALL R. BIZZELL The Trustee shall add any undistributed net income to principal. (b) Guidelines for Discretionary Distributions In making discretionary distributions to KENDALL R. BIZZELL, it is our desire to provide for his well-being and happiness. The Trustee should consider the other known resources available to KENDALL R. BIZZELL before making distributions and should bear in mind that we do not want for the trust to become a disincentive for KENDALL R. BIZZELL to lead a fulfilling life. We want KENDALL R. BIZZELL to provide for himself, but, we acknowledge that all worthy endeavors and professions may not be remunerative. The Trustee mayterminate or lessen distributions to KENDALL R. BIZZELL if that objective, in the judgment of the Trustee, would be served by doing so. We also acknowledge that the principal of the trust established for KENDALL R. BIZZELL may be exhausted in making distributions to KENDALL R. BIZZELL. 33 (c) Distribution upon the Death of KENDALL R. BIZZELL KENDALL R. BIZZELL has the testamentary limited power to appoint all or any portion of the principal and undistributed income remaining in his trust at his death among our descendants and their spouses, including his spouse, HYLA M. BIZZELL; provided however, any portion appointed to his spouse shall be in trust, with such trust to be administered and distributed upon the same terms as the trust for KENDALL R. BIZZELL as provided under this Section 10.02. KENDALL R. BIZZELL may not exercise this limited power of appointment to appoint to himself, his estate, his creditors, or creditors of his estate. We intend to create a limited power of appointment and not a general power of appointment as defined in Internal Revenue Code Section 2041. If any part of KENDALL R. BIZZELL's trust is not effectively appointed, the Trustee shall distribute the remaining unappointed balance per stirpes in trusts to the descendants of KENDALL R. BIZZELL. The Trustee shall administer the trusts for the descendants of KENDALL R. BIZZELL under the same terms as KENDALL R. BIZZELL's trust as provided under this Section 10.02. If KENDALL R. BIZZELL has no descendants, the Trustee shall distribute the remaining trust property to KAYLA S. SMITH, in trust, pursuant to the provisions of Section 10.03 of this Article Ten. If KAYLA S. SMITH is deceased, the Trustee shall distribute the remaining trust property per stirpes in trusts to the descendants of KAYLA S. SMITH. The Trustee shall administer the trusts for the descendants of KAYLA S. SMITH under the same terms as KAYLA S. SMITH's trust as provided under Section 10.03. If KAYLA S. SMITH has no then -living descendants, the Trustee shall distribute the balance of the trust property as provided in Article Twelve. Section 10.03 Distribution of Share for KAYLA S. SMITH The Trustee shall administer the share set aside for KAYLA S. SMITH in trust as provided in this Section. (a) Distributions of Income and Principal The Trustee may distribute to KAYLA S. SMITH as much income and principal of her trust as the Trustee determines is necessary or advisable for the health, education, maintenance or support of KAYLA S. SMITH. The Trustee shall add any undistributed net income to principal. (b) Guidelines for Discretionary Distributions In making discretionary distributions to KAYLA S. SMITH, it is our desire to provide for her well-being and happiness. The Trustee should consider the other known resources available to KAYLA S. SMITH before making distributions and should bear in mind that we do not want for the trust to become a disincentive for KAYLA S. SMITH to lead a fulfilling life. We want KAYLA S. SMITH to provide for herself, but, we acknowledge that all worthy endeavors and professions may not be remunerative. 34 The Trustee may terminate or lessen distributions to KAYLA S. SMITH if that objective, in the judgment of the Trustee, would be served by doing so. We also acknowledge that the principal of the trust established for KAYLA S. SMITH may be exhausted in making distributions to KAYLA S. SMITH. (c) Distribution upon the Death of KAYLA S. SMITH KAYLA S. SMITH has the testamentary limited power to appoint all or any portion of the principal and undistributed income remaining in her trust at her death among our descendants, their spouses, and charities qualified under Section 2055 of the Internal Revenue Code. KAYLA S. SMITH may not exercise this limited power of appointment to appoint to herself, her estate, her creditors, or creditors of her estate. We intend to create a limited power of appointment and not a general power of appointment as defined in Internal Revenue Code Section 2041. If any part of KAYLA S. SMITH's trust is not effectively appointed, the Trustee shall distribute the remaining unappointed balance per stirpes in trusts to the descendants of KAYLA S. SMITH. The Trustee shall administer the trusts for the descendants of KAYLA S. SMITH under the same terms as KAYLA S. SMITH's trust as provided under this Section 10.03. If KAYLA S. SMITH has no descendants, the Trustee shall distribute the remaining trust property to KENDALL R. BIZZELL, in trust, pursuant to the provisions of Section 10.02 of this Article Ten. If KENDALL R. BIZZELL is deceased, the Trustee shall distribute the remaining trust property per stirpes in trusts to the descendants of KENDALL R. BIZZELL. The Trustee shall administer the trusts for the descendants of KENDALL R. BIZZELL under the same terms as KENDALL R. BIZZELL's trust as provided under Section 10.02. If KENDALL R. BIZZELL has no then -living descendants, the Trustee shall distribute the balance of the trust property as provided in Article Twelve. Section 10.04 Distribution of Shares for Descendants of a Deceased Child The Trustee shall hold and administer the share set aside for a descendant of a deceased child in trust. The trust for a descendant of KENDALL R. BIZZELL shall be held and administered upon the same terms as the trust for KENDALL R. BIZZELL as provided under Section 10.02 of this Article Ten. The trust for a descendant of KAYLA S. SMITH shall be held and administered upon the same terms as the trust for KAYLA S. SMITH as provided under Section 10.03 of this Article Ten. 35 ARTICLE ELEVEN General Power of Appointment over Property Subject to Taxable Generation -Skipping Transfers Notwithstanding any provision to the contrary, any beneficiary of any trust created in this instrument has the unlimited testamentary general power to appoint to the creditors of his estate any property remaining in the trust of which the distribution would cause a taxable generation -skipping transfer in excess of any available generation -skipping transfer tax exemption in the absence of the power of appointment. The beneficiary has the exclusive right to exercise this general power of appointment. Any property in the trust that is not distributed under the exercise of the general power of appointment or is not subject to this power because it is not taxable as a generation -skipping transfer will be distributed under the provisions of the beneficiary's trust. 36 ARTICLE TWELVE Remote Contingent Beneficiary If at any time there is no person or entity qualified to receive final distribution of our trust estate, or any part of it, we direct that the portion of our trust estate with respect to which the failure of qualified recipients has occurred be distributed one-half to those persons who would inherit it had DON H. BIZZELL then died unmarried and intestate owning such property and one-half to those persons who would inherit it had SAMMIE D. BIZZELL then died unmarried and intestate owning such property, all as determined and in the proportions provided by the laws of Texas then in effect. 37 ARTICLE THIRTEEN Distributions to Underage and Incapacitated Beneficiaries Section 13.01 Supplemental Needs Trust If under any provision of this trust the Trustee is directed to distribute to or for the benefit of any beneficiary when that person is receiving or applying for needs -based government benefits, the Trustee shall retain and administer the trust property as follows: (a) Not a Conduit Trust The distributions from Retirement Plans (the "conduit trust provisions") set forth in Section 14.01 do not apply to the provisions of Section 13.01. (b) Distributions for Supplemental Needs In its sole, absolute, and unreviewable discretion, the Trustee may distribute discretionary amounts of net income and principal for supplemental needs of the beneficiary not otherwise provided by governmental financial assistance and benefits, or by the providers of services. "Supplemental needs" refers to the basic requirements for maintaining the good health, safety, and welfare when, in the discretion of the Trustee, these basic requirements are not being provided by any public agency, office, or department of any state or of the United States. Supplemental needs will also include medical and dental expenses; annual independent checkups; clothing and equipment; programs of training, education, treatment, and rehabilitation; private residential care; transportation, including vehicle purchases; maintenance; insurance; and essential dietary needs. Supplemental needs may include spending money; additional food; clothing; electronic equipment such as radio, recording and playback, television and computer equipment; camping; vacations; athletic contests; movies; trips; and money to purchase appropriate gifts for relatives and friends. The Trustee will have no obligation to expend trust assets for these needs. But if the Trustee, in its sole, absolute and unreviewable discretion, decides to expend trust assets, under no circumstances should any amounts be paid to or reimbursed to the federal government, any state, or any governmental agency for any purpose, including for the care, support, and maintenance of the beneficiary. (c) Objective to Promote Independence of the Beneficiary While actions are in the Trustee's sole, absolute, and unreviewable discretion, all parties to this trust should be mindful that the wish is that the beneficiary live as independently, productively, and happily as possible. (d) Trust Assets Not to be Considered Available Resource to the Beneficiary The purpose of the provisions of this Section 13.01 is to supplement any benefits received, or for which the beneficiary may be eligible, from various governmental assistance 38 programs, and not to supplant any benefits of this kind. All actions of the Trustee shall be directed toward carrying out this intent, and the Trustee's discretion granted under this instrument to carry out this intent is sole, absolute, and unreviewable. For purposes of determining the beneficiary's eligibility for any of these benefits, no part of the trust estate's principal or undistributed income will be considered available to the beneficiary for public benefit purposes. The beneficiary must not be considered to have access to the trust's principal or income, or to have ownership, right, authority, or power to convert any asset into cash for his or her own use. The Trustee shall hold, administer, and distribute all property allocated to this trust for the exclusive benefit of the beneficiary during his or her lifetime. All distributions from this trust share are in the sole, absolute, and unreviewable discretion of the Trustee, and the beneficiary is legally restricted from demanding trust assets for his or her support and maintenance. In the event the Trustee is requested to release principal or income of the trust to or on behalf of the beneficiary to pay for equipment, medication, or services that any government agency is authorized to provide, or to petition a court or any other administrative agency for the release of trust principal or income for this purpose, the Trustee is authorized to deny this request and to take whatever administrative or judicial steps are necessary to continue the beneficiary's eligibility for benefits. This includes obtaining legal advice about the beneficiary's specific entitlement to public benefits and obtaining instructions from a court of competent jurisdiction ruling that neither the trust corpus nor the trust income is available to the beneficiary for eligibility purposes. Any expenses incurred by the Trustee in this regard, including reasonable attorney fees, will be a proper charge to the trust estate. (e) Distribution Guidelines The Trustee shall be responsible for determining what discretionary distributions will be made from this trust. The Trustee may distribute discretionary amounts of income and principal to or for the benefit of the beneficiary for those supplemental needs not otherwise provided by governmental financial assistance and benefits, or by the providers of services. Any undistributed income will be added to principal. In making distributions, the Trustee must: consider any other known income or resources of the beneficiary that are reasonably available; consider all entitlement benefits from any government agency, including Social Security disability payments, Medicare, Medicaid (or any state Medicaid program equivalent), Supplemental Security Income (SSI), In -Home Support Service (IHSS), and any other supplemental purpose benefits for which the beneficiary is eligible; consider resource and income limitations of any assistance program; 39 make expenditures so that the beneficiary's standard of living will be comfortable and enjoyable; not be obligated or compelled to make specific payments; not pay or reimburse any amounts to any governmental agency or department, unless proper demand is made by this governmental agency or reimbursement is required by the state; and not be liable for any loss of benefits. (f) No Seeking of Order to Distribute For purposes of determining the beneficiary's state Medicaid program equivalent eligibility, no part of the trust estate's principal or undistributed income may be considered available to the beneficiary. The Trustee shall deny any request by the beneficiary to; release trust principal or income to or on behalf of the beneficiary to pay for equipment, medication, or services that the state Medicaid program equivalent would provide if the trust did not exist; or petition a court or any other administrative agency for the release of trust principal or income for this purpose. In its sole, absolute, and unreviewable discretion, the Trustee may take necessary administrative or legal steps to protect the beneficiary's state Medicaid program equivalent eligibility. This includes obtaining a ruling from a court of competent jurisdiction that the trust principal is not available to the beneficiary for purposes of determining state Medicaid program equivalent eligibility. Expenses for this action, including reasonable attorney fees, will be a proper charge to the trust estate. (g) Distribution upon the Death of the Beneficiary Upon the beneficiary's death, the Trustee shall distribute or retain the remaining property according to the other provisions of this trust as though the provisions of this Section 13.01 had not been effective. If the other provisions of this trust provide for the beneficiary's share to be held in trust, then those provisions will be interpreted as though the beneficiary died after the establishment of that trust. If the other provisions of this trust do not provide for the distribution or retention of the remaining property, then the beneficiary will have the testamentary limited power to appoint all or any portion of the principal and undistributed income remaining in the beneficiary's trust at his or her death among one or more persons or entities. But the beneficiary may not exercise this limited power of appointment to appoint to himself or herself, his or her estate, his or her creditors or the creditors of his or her estate. We intend to create a limited power of appointment and not a general power of appointment as defined in Internal Revenue Code Section 2041. 40 If any part of the beneficiary's trust is not effectively appointed, the Trustee shall distribute the remaining unappointed balance per stirpes to the beneficiary's descendants. If the beneficiary has no then -living descendants, the Trustee shall distribute the unappointed balance per stirpes to the then -living descendants of the beneficiary's nearest lineal ancestor who was a descendant of ours or, if there is no then - living descendant, per stirpes to our descendants. If we have no then -living descendants, the Trustee shall distribute the balance of the trust property as provided in Article Twelve. Section 13.02 Underage and Incapacitated Beneficiaries Except as may otherwise be specifically provided for a descendant of ours under the provisions of Article Ten of this agreement, if the Trustee is authorized or directed under any provision of this trust to distribute net income or principal to a person who has not yet reached the age of 25 years or who is incapacitated as defined in Section 17.07(h), the Trustee may make the distribution by any one or more of the methods described in Section 13.03. Alternatively, the Trustee may retain the trust property in a separate trust to be administered by the Trustee under Section 13.04. We request that before making a distribution to a beneficiary, the Trustee consider, to the extent reasonable, the ability the beneficiary has demonstrated in managing prior distributions of trust property. Section 13.03 Methods of Distribution The Trustee may distribute trust property for any beneficiary's benefit, subject to the provisions of Section 13.02 in any one or more of the following methods: The Trustee may distribute trust property directly to the beneficiary. The Trustee may distribute trust property to the beneficiary's guardian, conservator, parent, other family member, or any person who has assumed the responsibility of caring for the beneficiary. The Trustee may distribute trust property to any person or entity, including the Trustee, as custodian for the beneficiary under the Uniform Transfers to Minors Act or similar statute. The Trustee may distribute trust property to other persons and entities for the beneficiary's use and benefit. The Trustee may distribute trust property to an agent or attorney in fact authorized to act for the beneficiary under a valid durable power of attorney executed by the beneficiary before becoming incapacitated. Section 13.04 Retention in Trust The Trustee may retain and administer trust property in a separate trust for any beneficiary's benefit, subject to the provisions of Section 13.02 as follows. 41 (a) Distribution of Net Income and Principal The Independent Trustee may distribute to the beneficiary as much of the net income and principal of any trust created under this Section as the Independent Trustee may determine advisable for any purpose. If there is no then -serving Independent Trustee, the Trustee shall distribute to the beneficiary as much of the net income and principal of the trust created under this Section as the Trustee determines is necessary or advisable for the beneficiary's health, education, maintenance or support. Any undistributed net income will be accumulated and added to principal. (b) Right of Withdrawal When the beneficiary whose trust is created under this Section either reaches the age of 25 years or is no longer incapacitated, the beneficiary may withdraw all or any portion of the accumulated net income and principal from the trust. (c) Distribution upon the Death of the Beneficiary Subject to the terms of the next paragraph, the beneficiary whose trust is created under this Section may appoint all or any portion of the principal and undistributed net income remaining in the beneficiary's trust at the beneficiary's death among one or more persons or entities, and the creditors of the beneficiary's estate. The beneficiary has the exclusive right to exercise this general power of appointment. The beneficiary may not exercise this power of appointment to appoint to the beneficiary, the beneficiary's estate, the beneficiary's creditors, or creditors of the beneficiary's estate from the limited share of the beneficiary's trust. For purposes of this power of appointment, the limited share of the beneficiary's trust is that portion of the beneficiary's trust that has an inclusion ratio for generation -skipping transfer tax purposes of zero or that without the exercise of the power of appointment, would not constitute a taxable generation -skipping transfer at the beneficiary's death. If the generation -skipping tax does not then apply, the limited share will be the beneficiary's entire trust. If any part of the beneficiary's trust is not effectively appointed, the Trustee shall distribute the remaining unappointed balance per stirpes to the beneficiary's descendants. If the beneficiary has no then -living descendants, the Trustee shall distribute the unappointed balance per stirpes to the then -living descendants of the beneficiary's nearest lineal ancestor who was a descendant of ours or, if there is no then - living descendant, per stirpes to our descendants. If we have no then -living descendants, the Trustee shall distribute the balance of the trust property as provided in Article Twelve. Section 13.05 Application of Article Any decision made by the Trustee under this Article is final, controlling, and binding upon all beneficiaries subject to the provisions of this Article. 42 The provisions of this Article do not apply to distributions to either of us from any trust established under this trust. Except as provided in Section 13.01, the provisions of this Article do not apply to distributions that are required to be made to a beneficiary under the provisions of Section 14.01. 43 ARTICLE FOURTEEN Retirement Plans and Life Insurance Policies The provisions of this Article apply to qualified retirement plans and insurance policies owned by or made payable to the trust. Section 14.01 Retirement Plans Notwithstanding any contrary provision in this trust, this Section's provisions apply to qualified retirement plans. (a) Rights of the Trustee Subject to the provisions below pertaining to distributions from qualified retirement plans, the Trustee may exercise the right to determine the manner and timing of payments of qualified retirement plan benefits that are permitted and are consistent with the federal income tax rules regarding required minimum distributions under Internal Revenue Code Section 401(a)(9). The Trustee may make a qualified disclaimer of any qualified retirement benefits or non - qualified annuity benefits payable to the trust. No beneficiary may hold the Trustee liable for any decision regarding the selection of the death benefit election or the disclaimer of any qualified retirement benefits payable to the trust. (b) Distributions from Retirement Plans to the Survivor's Trust To the extent that at least part of any tax -favored retirement plan is distributed to the Survivor's Trust, the Trustee may (or must, if so requested bythe surviving Grantor) cause the plan or part of the plan to be paid directly to the surviving Grantor as beneficiary, or must (if so required by the surviving Grantor) cause the plan or part of the plan to be transferred directly into another retirement plan in the surviving Grantor's name, without the intervening step of transferring it to the Survivor's Trust. If the Survivor's Trust becomes the beneficiary of death benefits under any qualified retirement plan, each year, beginning with the year of the deceased Grantor's death, the Trustee shall withdraw at least the greater of: the net income earned on the Survivor's Trust's share of the plan during the year; and the minimum distribution required to be withdrawn from the Survivor's Trust's share of the plan under Internal Revenue Code Section 401(a)(9). The Trustee may withdraw additional amounts from the Survivor's Trust's share of the plan as the Trustee deems advisable. The Trustee shall immediately distribute all amounts withdrawn to the surviving Grantor. If the surviving Grantor is then deceased, the Trustee shall instead distribute the amount that would have been distributed to the surviving Grantor to the remainder beneficiary. 44 This Subsection's purpose is to ensure that the life expectancy of the surviving Grantor may be used to calculate the minimum distributions required by the Internal Revenue Code. This Subsection is to be interpreted consistent with this intent, despite any direction to the contrary in this trust. Notwithstanding any other provision of this trust, the Trustee shall treat annuity and other periodic payments from any qualified retirement plans in any given year as income, to the extent the distribution represents income generated and treated as generated by any qualified retirement plan for that year. If income information is not available, then the Trustee shall apportion the annuity and other periodic payments between principal and income in an equitable and practical manner under Section 15.10. (c) Distributions from Retirement Plans to the Marital Trust If the Marital Trust becomes the beneficiary of death benefits under any qualified retirement plan, each year, beginning with the year of the deceased Grantor's death, the Trustee shall withdraw the "required distribution amount" which means the greater of: the net income earned on the Marital Trust's share of the plan during the year; and the minimum distribution required to be withdrawn from Marital Trust's share of the plan under Internal Revenue Code Section 401(a)(9). The Trustee may withdraw additional amounts from the Marital Trust's share of the plan as the Trustee deems advisable, but only if the dispositive terms of the trust authorize the Trustee to immediately distribute the withdrawn amount as provided in this Subsection to the surviving Grantor. The Trustee shall distribute at least annually the required distribution amount to the surviving Grantor. If the surviving Grantor is then deceased, the Trustee shall instead distribute the amount that would have been distributed to the surviving Grantor to the remainder beneficiary. This Subsection's purpose is to ensure that the life expectancy of the surviving Grantor may be used to calculate the minimum distributions required by the Internal Revenue Code. This Subsection is to be interpreted consistent with this intent, despite any direction to the contrary in this trust. Notwithstanding any other provision of this trust, the Trustee shall treat annuity and other periodic payments from any qualified retirement plans in any given year as income, to the extent the distribution represents income generated and treated as generated by any qualified retirement plan for that year. If income information is not available, then the Trustee shall apportion the annuity and other periodic payments between principal and income in an equitable and practical manner under Section 15.10. (d) Distributions from Retirement Plans to Trusts Other Than the Marital Trust or Trusts that Qualify for the Federal Estate Tax Marital Deduction Unless specifically stated otherwise beginning with the year of a Grantor's death, if any trust created under this instrument other than the Marital Trust or a trust that qualifies 45 for the federal estate tax marital deduction becomes the beneficiary of death benefits under any qualified retirement plan, the Trustee shall annually withdraw from the trust's share of the plan the minimum distribution required under Internal Revenue Code Section 401(a)(9). The Trustee may withdraw additional amounts from the trust's share of the plan as the Trustee deems advisable, but only if the dispositive terms of the trust authorize the Trustee to immediately distribute the withdrawn amount as provided in this Subsection. The Trustee shall immediately distribute all amounts withdrawn to: the surviving Grantor, if a trust beneficiary; if the surviving Grantor is not a trust beneficiary, to our descendants, per stirpes, who are trust beneficiaries; and if the surviving Grantor is not a trust beneficiary and no descendant of ours is a trust beneficiary, then equally to the trust's Income Beneficiaries. Amounts required to be withdrawn and distributed under this Subsection will reduce mandatory distribution amounts under other provisions of this trust that otherwise require distribution of all the trust's income. This Subsection's purpose is to ensure that the trust beneficiaries' life expectancies may be used to calculate the minimum distributions required by the Internal Revenue Code. This Subsection is to be interpreted consistent with our intent, despite any direction to the contrary in this trust. (e) Minimum Required Distribution In administering the trust, the minimum required distribution for each qualified retirement plan for any year is the greater of: the value of the qualified retirement plan determined as of the preceding year end, divided by the applicable distribution period; and the amount that the Trustee is required to withdraw under the laws then applicable to the trust to avoid penalty. If a Grantor dies before the required beginning date for a qualified retirement plan, the applicable distribution period means the beneficiary's life expectancy. If a Grantor dies on or after the required beginning date for a qualified retirement plan, the applicable distribution period means the beneficiary's life expectancy, or the deceased Grantor's remaining life expectancy, if longer. Notwithstanding the foregoing, if a Grantor's death occurs on or after the required beginning date for a qualified retirement plan, the minimum required distribution for the year of death means: the amount that was required to be distributed to the Grantor with respect to the qualified retirement plan during the year; minus 46 amounts actually distributed to the Grantor. "Life expectancy," "required beginning date" and other similar terms used in this Subsection are to be determined in accordance with Internal Revenue Code Section 401(a)(9). Section 14.02 Life Insurance Policies The following provisions apply to life insurance policies owned by or made payable to the trust. (a) Provisions during Our Lives During our lives, each of us individually reserves all of the rights, powers, privileges, and options, with respect to any insurance policy, annuity, or any other third -party beneficiary contract owned by or made payable to the trust. This includes the rights to designate and change beneficiaries, to borrow money, to surrender the policy, to receive any payments as owner, and to make any available elections. The Trustee does not have a duty to exercise or to not exercise any rights, powers, privileges, or options with respect to any insurance policy, annuity contract, or other third -party beneficiary contract. The Trustee does not have an obligation to pay premiums or other contractual amounts that may be payable under any policy. (b) Provisions after Our Death After the death of a Grantor, the Trustee may make all appropriate elections with respect to these policies and may collect all sums made payable to the trust or to the Trustee under all these policies or contracts. The Trustee may exercise any settlement options or other options or rights that may be available under the terms of any policy or contract. No beneficiary may hold the Trustee liable because of any election the Trustee has made with respect to any policy or contract. Section 14.03 Liability of Payor Persons or entities dealing in good faith with the Trustee are not required to see to the proper application of proceeds delivered to the Trustee, or to inquire into any provision of this trust. A receipt signed by the Trustee for any proceeds or benefits paid will be a sufficient discharge to the person or entity making the payment. Section 14.04 Collection Efforts The Trustee shall make reasonable efforts to collect all life insurance policy proceeds and qualified retirement benefits payable to the trust. The Trustee may commence legal or administrative proceedings to collect any life insurance policy proceeds or qualified retirement benefits to which the trust is entitled. The Trustee need not begin these proceedings until the Trustee is satisfactorily indemnified for any expenses and liabilities the Trustee may incur in connection with the proceeding. 47 The Trustee may settle any claims with respect to the collection of any life insurance proceeds or qualified retirement benefits to which the trust may be entitled. A settlement made by the Trustee is binding on all beneficiaries. 48 ARTICLE FIFTEEN Trust Administration Section 15.01 Distributions to Beneficiaries Whenever this trust authorizes or directs the Trustee to distribute net income or principal to a beneficiary, the Trustee may apply any property that otherwise could be distributed directly to the beneficiary for his or her benefit. The Trustee is not required to inquire into the beneficiary's ultimate disposition of the distributed property unless specifically directed otherwise by this trust. The Trustee may make cash distributions, in -kind distributions, or distributions partly in each, in proportions and at values determined by the Trustee. The Trustee may allocate undivided interests in specific assets to a beneficiary or trust in any proportion or manner that the Trustee determines, even though the property allocated to one beneficiary may be different from that allocated to another beneficiary. The Trustee may make these determinations without regard to the income tax attributes of the property and without the consent of any beneficiary. Section 15.02 Beneficiary's Status Until the Trustee receives notice of the incapacity, birth, marriage, death, or other event upon which a beneficiary's right to receive payments may depend, the Trustee will not be held liable for acting or not acting with respect to the event, or for disbursements made in good faith to persons whose interest may have been affected by the event. Unless otherwise provided in this trust, a parent or Legal Representative may act on behalf of a minor or incapacitated beneficiary. The Trustee may rely on any information provided by a beneficiary with respect to the beneficiary's assets and income. The Trustee will have no independent duty to investigate the status of any beneficiary and will not incur any liability for not doing so. Section 15.03 Mandatory Payments of a Pecuniary Amount If any person holds the right to receive a pecuniary amount from the trust upon the death of either of us, the Trustee must either: satisfy the entire pecuniary amount or irrevocably set aside property to satisfy the entire pecuniary amount within 15 months of the death; or pay appropriate interest, as defined in Treasury Regulations Section 26.2642- 2(b)(4)(ii)(B), to the person. In addition, if the Trustee satisfies the pecuniary amount with an in -kind distribution, the Trustee will allocate assets to satisfy the pecuniary amount in a manner that fairly reflects net appreciation or depreciation in the value of the available assets, as measured from the valuation date to the payment date. 49 Section 15.04 No Court Proceedings The Trustee shall administer this trust with efficiency, with attention to the provisions of this trust, and with freedom from judicial intervention. If the Trustee or another interested party institutes a legal proceeding, the court will acquire jurisdiction only to the extent necessary for that proceeding. Any proceeding to seek instructions or a court determination may only be initiated in the court with original jurisdiction over matters relating to the construction and administration of trusts. Seeking instructions or a court determination is not to be construed as subjecting this trust to the court's continuing jurisdiction. Section 15.05 No Bond The Trustee is not required to furnish any bond for the faithful performance of the Trustee's duties unless required by a court of competent jurisdiction and only if the court finds that a bond is needed to protect the beneficiaries' interests. No surety will be required on any bond required by any law or court rule, unless the court specifies its necessity. Section 15.06 Exoneration of the Trustee No successor Trustee is obligated to examine the accounts, records, or actions of any previous Trustee or the Executor of a deceased Grantor. No successor Trustee may be held responsible for any act, omission, or forbearance by any previous Trustee or of the Executor of a deceased Grantor. Any Trustee may obtain written agreements from the beneficiaries or their Legal Representatives releasing and indemnifying the Trustee from any liability that may have arisen from the Trustee's acts, omissions, or forbearances. If acquired from all the trust's living beneficiaries or their Legal Representatives, any agreement is conclusive and binding on all parties, born or unborn, who may have or who may later acquire an interest in the trust. The Trustee may require a refunding agreement before making any distribution or allocation of trust income or principal and may withhold distribution or allocation pending determination or release of a tax or other lien. This refunding agreement provision will not apply to any distribution that qualifies for the federal estate tax unlimited marital deduction or the federal estate tax charitable deduction. Section 15.07 Trustee Compensation An individual serving as Trustee, other than either of us, is entitled to fair and reasonable compensation for the services provided as a fiduciary. A corporate fiduciary serving as Trustee will be compensated by agreement between an individual serving as Trustee and the corporate fiduciary. In the absence of an individual Trustee or an agreement, a corporate fiduciary will be compensated in accordance with the corporate fiduciary's current published fee schedule. A Trustee may charge additional fees for services provided that are beyond the ordinary scope of duties, such as fees for legal services, tax return preparation, and corporate finance or investment banking services. In addition to receiving compensation, a Trustee may be reimbursed for reasonable costs and expenses incurred in carrying out the Trustee's duties under this trust. 50 Section 15.08 Employment of Professionals The Trustee may appoint, employ, and remove investment advisors, accountants, auditors, depositories, custodians, brokers, consultants, attorneys, advisors, agents, and employees to advise or assist in the performance of the Trustee's duties. The Trustee may act on the recommendations of the persons or entities employed, with or without independent investigation. The Trustee may reasonably compensate an individual or entity employed to assist or advise the Trustee, regardless of any other relationship existing between the individual or entity and the Trustee. The Trustee may compensate providers of contracted services at the usual rate out of the trust's income or principal, as the Trustee deems advisable. The Trustee may compensate an individual or entity employed to assist or advise the Trustee without diminishing the compensation the Trustee is entitled to under this trust. A Trustee who is a partner, stockholder, officer, director, or corporate affiliate in any entity employed to assist or advise the Trustee may still receive the Trustee's share of the compensation paid to the entity. Section 15.09 Exercise of Testamentary Power of Appointment A testamentary power of appointment granted under this trust may be exercised by a will or other acknowledged written instrument specifically referring to the power of appointment. The holder of a testamentary power of appointment may exercise the power to appoint property among the permissible appointees in equal or unequal proportions and may designate the terms and conditions, whether outright or in trust. Except where this trust specifically states otherwise, the holder of a testamentary power of appointment may grant further powers of appointment to any person to whom principal may be appointed, including a presently exercisable limited or general power of appointment. The Trustee may conclusively presume that any power of appointment granted to any beneficiary of a trust created under this trust has not been exercised by the beneficiary if the Trustee has no knowledge of the existence of a will, living trust or other written instrument exercising the power within three months after the beneficiary's death. Section 15.10 Determination of Principal and Income The Trustee shall determine how all Trustee fees, disbursements, receipts, and wasting assets will be credited, charged, and apportioned between principal and income in a fair, equitable, and practical manner. The Trustee may allocate capital gain to income rather than principal. The Trustee may set aside from trust income reasonable reserves for taxes, assessments, insurance premiums, repairs, depreciation, obsolescence, depletion, and the equalization of payments to or for the beneficiaries. The Trustee may select appropriate accounting periods for the trust property. Notwithstanding the preceding provisions of this trust or Texas law to the contrary, the Trustee shall treat distributions from any qualified retirement account to any trust established under this 51 trust in any given year as income to the extent the distribution represents income generated or treated as generated by any qualified retirement account for that year. (a) Annuity and Other Periodic Payments "Annuity and other periodic payments" refers to distributions made to the Trustee over a fixed number of years or during the life of one or more individuals because of services provided or property transferred to the payor in exchange for future payments. This includes payments made in money or property from the payor's general assets or from a separate fund created by the payor, including a private or commercial annuity, individual retirement annuity, pension, profit-sharing plan, stock -bonus plan, stock -ownership plan, or similar arrangement. The Trustee shall treat annuity and other periodic payments to any trust established under this trust in any given year as income to the extent the distribution represents income generated and treated as generated by the annuity or other periodic payment for that year. If income information is not available, then the Trustee shall apportion the annuity and other periodic payments between principal and income in a fair, equitable and practical manner under the guidelines set forth in this Section. To the extent an annuity or other periodic payment is characterized as interest, dividend, or other item of income, or an annuity or other periodic payment is made instead of interest, dividend, or other item of income, the Trustee shall allocate the payment to income. The Trustee shall allocate to principal the balance of the annuity or other periodic payment as well as any other payment received in the same accounting period that is not characterized as interest, dividend, or other item of income. To the extent annuity and other periodic payments are made and no part of the payments are characterized as interest, dividend, or other item of income, the Trustee shall use the present value of the annuity and other periodic payments as finally determined for federal estate tax purposes and the Internal Revenue Code Section 7520 rate used to determine the value for federal estate tax purposes to prepare an annuitization table to allocate the payments between income and principal. If the amounts of annuity and other periodic payments change because of changes in the investment markets or other changes, the Trustee shall allocate the change in the amount of the payments between income and principal in a fair, equitable, and practical manner. (b) Protection of Estate Tax Marital Deduction If, to obtain an estate tax marital deduction for a trust established under this trust, the Trustee must allocate more of a payment to income than provided for by this Section, then the Trustee shall allocate to income the additional amount necessary to obtain the marital deduction. Section 15.11 Trust Accounting Except to the extent required by law, the Trustee is not required to file accountings in any jurisdiction. After both of our deaths, the Trustee must provide an annual accounting to the 52 Income Beneficiaries of any trust created under this trust unless waived by the Income Beneficiaries. The annual accounting must include the receipts, expenditures, and distributions of income and principal and the assets on hand for the accounting period. A copy of the federal fiduciary tax return filed for a trust during the accounting will satisfy this reporting requirement. In the absence of fraud or obvious error, assent by all Income Beneficiaries to a Trustee's accounting will make the matters disclosed in the accounting binding and conclusive upon all persons, including those living on this date and those born in the future who have or will have a vested or contingent interest in the trust property. In the case of an Income Beneficiary who is a minor or incapacitated person, the beneficiary's natural guardian or Legal Representative may give the assent required under this Section. A beneficiary may object to an accounting provided by the Trustee only by giving written notice to the Trustee within 60 days after the Trustee provides the accounting. Any beneficiary who does not submit a timely written objection is considered to assent to the accounting. The Trustee must make the trust's financial records and documents available to beneficiaries at reasonable times and upon reasonable notice for inspection. The Trustee is not required to furnish any information regarding the trust to anyone other than a beneficiary. The Trustee may exclude any information the Trustee determines is not directly applicable to the beneficiary receiving the information. In all events, a beneficiary's Legal Representative may receive any notices and take any action on behalf of the beneficiary as to an accounting. If any beneficiary's Legal Representative fails to object to any accounting in writing within 60 days after the Trustee provides the accounting, the beneficiary's Legal Representative will be considered to assent to the accounting. Section 15.12 Action of Trustees and Delegation of Trustee Authority When neither of us is serving as a Trustee, if two Trustees are eligible to act with respect to a given matter, they must agree unanimously for action to be taken unless the express terms of the Trustees' appointment provide otherwise. If more than two Trustees are eligible to act with respect to a given matter, the Trustees must agree by majority for action to be taken. A nonconcurring Trustee may dissent or abstain from a decision of the majority. A Trustee will be absolved from personal liability by registering the dissent or abstention in the trust records. After doing so, the dissenting Trustee mustthen act with the other Trustees in anyway necessary or appropriate to effect the majority decision. Notwithstanding the limitations set forth in this Section, unless a Trustee elects otherwise in a written instrument delivered to the other Trustees, whenever neither of us are serving as a Trustee, if two or more Trustees are then serving, any one Trustee may sign any checks, agreements, or other documents on behalf of the trust with the same effect as if all Trustees had signed. Persons dealingwith the signing Trustee in good faith may rely upon the signing Trustee's authority to act on behalf of the trust without inquiry as to the other Trustees' agreement. 53 Subject to the limitations set forth in Section 16.25, any Trustee may, by written instrument, delegate to any other Trustee the right to exercise any power, including a discretionary power, granted to the Trustee in this trust. During the time a delegation under this Section is in effect, the Trustee to whom the delegation is made may exercise the power to the same extent as if the delegating Trustee has personally joined in the exercise of the power. The delegating Trustee may revoke the delegation at any time by giving written notice to the Trustee to whom the power was delegated. Section 15.13 Trustee May Disclaim or Release Any Power Notwithstanding any provision of this trust to the contrary, any Trustee may relinquish any Trustee power in whole or in part, irrevocably or for any specified period of time, by a written instrument. The Trustee may relinquish a power personally or may relinquish the power for all subsequent Trustees. Section 15.14 Trustee May Execute a Power of Attorney The Trustee may appoint any individual or entity to serve as the Trustee's agent under a power of attorney to transact any business on behalf of the trust or any other trust created under this trust as is reasonably necessary in the administration of the trust. Section 15.15 Additions to Separate Trusts If upon the death of the survivor of us, or upon the termination of any trust created under this trust, a final distribution is to be made to a person who is the Primary Beneficiary of another trust established under this trust agreement, and there is no specific indication whether the distribution is to be made in trust or outright, the Trustee shall make the distribution to the second trust instead of distributing the property to the beneficiary outright. For purposes of administration, the distribution will be treated as though it had been an original part of the second trust. Section 25.16 Authority to Merge or Sever Trusts The Trustee may merge a trust created under this trust with any other trust, if the two trusts contain substantially the same terms for the same beneficiaries and have at least one Trustee in common. The Trustee may administer the merged trust under the provisions of the instrument governing the other trust and this trust will no longer exist if it merges into another trust. Accordingly, in the event another trust is merged into this trust or a trust created under the provisions of this trust document, the Trustee may shorten the period during which this trust subsists to comply with Section 17.01, if necessary, to effect the merger. But if a merger does not appear feasible, the Trustee may consolidate the trusts' assets for purposes of investment and trust administration while retaining separate records and accounts for each respective trust. The Trustee may sever any trust on a fractional basis into two or more separate and identical trusts or may segregate a specific amount or asset from the trust property by allocating it to a separate account or trust. The separate trusts may be funded on a non -pro rata basis but the funding must be based on the assets' total fair market value on the funding date. After the segregation, income earned on a segregated amount or specific asset passes with the amount or 54 asset segregated. The Trustee shall hold and administer each severed trust upon terms and conditions identical to those of the original trust. Subject to the trust's terms, the Trustee may consider differences in federal tax attributes and other pertinent factors in administering the trust property of any separate account or trust, in making applicable tax elections and in making distributions. A separate trust created by severance must be treated as a separate trust for all purposes from the effective severance date; however, the effective severance date may be retroactive to a date before the Trustee exercises the power. Section 15.17 Authority to Terminate Trusts The Independent Trustee may terminate any trust created under this trust at any time, if the Independent Trustee, in its sole and absolute discretion, determines that administering a trust created under this trust is no longer economical. Once distributed, the Trustee will have no further responsibility with respect to that trust property. The Trustee will distribute the trust property from a terminated trust in this order: to us, if we are both then living; if one of us is deceased, to the surviving Grantor, if the surviving Grantor is then a trust beneficiary; if we are both deceased or the surviving Grantor is not a trust beneficiary, to the beneficiaries then entitled to mandatory distributions of the trust's net income, in the same proportions; and then if none of the beneficiaries are entitled to mandatory distributions of net income, to the beneficiaries then eligible to receive discretionary distributions of the trust's net income, in the amounts and shares the Independent Trustee determines. Section 15.18 Merger of Corporate Fiduciary If any corporate fiduciary acting as the Trustee under this trust is merged with or transfers substantially all of its trust assets to another corporation, or if a corporate fiduciary changes its name, the successor will automatically succeed to the trusteeship as if that successor had been originally named a Trustee. No document of acceptance of trusteeship will be required. Section 15.19 Funeral and Other Expenses of Beneficiary Upon the death of an Income Beneficiary, the Trustee may pay the funeral expenses, burial or cremation expenses, enforceable debts, or other expenses incurred due to the death of the beneficiary from trust property. This Section only applies to the extent the Income Beneficiary has not exercised any testamentary power of appointment granted to the beneficiary under this trust. The Trustee may rely upon any request by the deceased beneficiary's Legal Representative or family members for payment without verifying the validity or the amounts and without being required to see to the application of the payment. The Trustee may make decisions under this Section without regard to any limitation on payment of expenses imposed by statute or court W rule and without obtaining the approval of any court having jurisdiction over the administration of the deceased beneficiary's estate. Section 15.20 Marital Deduction Qualification The marital gift as described in Article Eight of this trust is intended to be eligible to qualify for the federal estate tax marital deduction and the provisions of this trust are to be construed to reflect this intent. To the extent that exercising a provision of this trust would disqualify the marital gift from the federal estate tax unlimited marital deduction, that provision is void except to the extent the Trustee or the deceased Grantor's Executor elects that all or a portion of the marital gift not qualify for the unlimited marital deduction. Section 15.21 Generation -Skipping Transfer Tax Provisions If any trust created under this trust would be partially exempt from generation -skipping transfer tax after the intended allocation of Available GST Exemption to the trust, then the Trustee may divide the partially exempt trust so that the allocation of Available GST Exemption can be made to a trust that will be entirely exempt from generation -skipping transfer tax. If the Trustee chooses to divide a trust that would otherwise be a partially exempt trust, the Trustee must create and administer the separate trusts as provided in this Section. (a) Division into Exempt and Non -Exempt Trusts The Trustee shall divide the property of the otherwise partially -exempt trust into two separate trusts, the "exempt trust" and the "nonexempt trust." The exempt trust will consist of the largest fractional share of the otherwise partially exempt trust's total assets that will permit the exempt trust to be entirely exempt from generation -skipping transfer tax. The nonexempt trust will consist of the balance of the otherwise partially exempt trust's total assets. To compute the fractional share, the Trustee will use asset values as finally determined for federal estate tax purposes. The Trustee must then apply the fraction to the assets at their actual value on the effective date or dates of distribution so that the actual value of the fractional share resulting from the application of the fraction will include fluctuations in the trust property's value. We request that the Trustee allocate the value of any Roth IRAs payable to the trust to the exempt trust to the extent possible. (b) Administration of the Trusts The Trustee shall administerthe exempt and nonexempt trusts created under this Section as separate and independent trusts but under the same terms as the original trust. When the Trustee is administering exempt and nonexempt trusts created under this Section or any other provisions of this agreement for a single Primary Beneficiary and if the Trustee is required to make mandatory distributions or distributions of a unitrust amount, the trustee may determine the mandatory distribution or unitrust amount on an aggregate basis of the assets of both the exempt and nonexempt trusts and, in which case, the aggregate mandatory distribution or unitrust amount so specified shall not 56 change but the Trustee may distribute such amount from either trust or partly from each in any ratio. To the extent possible, the Trustee should make distributions to a non -skip person as defined by Internal Revenue Code Section 2613 from the nonexempt trust and distributions to a skip person as defined by Section 2613 from an exempt trust. The Trustee may designate names for the exempt and nonexempt trusts. (c) Expression of Our Intent Our intent is to minimize the application of the generation -skipping transfer tax to the trust property but not to affect the total amount of trust property to which any beneficiary may be entitled under this trust. This trust must be construed and interpreted to give effect to this intent. (d) Additions of Property to Exempt and Non -Exempt Trusts If at any time any property that has an inclusion ratio greater than zero for generation - skipping transfer tax purposes would be added to a trust with property that has an inclusion ratio of zero, then the Trustee will instead hold the property in a separate trust on the same terms and conditions as the original trust. (e) Re -Allocation If the Trustee's determination of whether a trust in this trust is partially, entirely, or not exempt from GSTtaxes is later incorrect (for example, if the Congress by law or the Service by regulation or ruling applies the generation -skipping transfer tax retroactively to the trust), the Trustee may re -allocate the assets as of the initial division date, as provided in this Section. 57 ARTICLE SIXTEEN The Trustee's Powers Section 16.01 Introduction to Trustee's Powers Except as otherwise specifically provided in this trust, the Trustee may exercise the powers granted by this trust without prior approval from any court, including those powers set forth under the laws of the State of Texas or any other jurisdiction whose law applies to this trust. The powers set forth in Texas Trust Code are specifically incorporated into this trust. The Trustee shall exercise the Trustee powers in the manner the Trustee determines to be in the beneficiaries' best interests. The Trustee must not exercise any power inconsistent with the beneficiaries' right to the enjoyment of the trust property in accordance with the general principles of trust law. The Trustee may have duties and responsibilities in addition to those described in this trust. We encourage any individual or corporate fiduciary serving as Trustee to obtain appropriate legal advice if the Trustee has any questions concerning the duties and responsibilities as Trustee. Section 16.02 Execution of Documents by the Trustee The Trustee may execute and deliver any written instruments that the Trustee considers necessary to carry out any powers granted in this trust. Section 16.03 Investment Powers in General The Trustee may invest in any type of investment that the Trustee determines is consistent with the investment goals of the trust, whether inside or outside the geographic borders of the United States of America and its possessions or territories, taking into account the overall investment portfolio of the trust. Without limiting the Trustee's investment authority in any way, we request that the Trustee exercise reasonable care and skill in selecting and retaining trust investments. We also request that the Trustee take into account the following factors in choosing investments: the potential return from the investment, both in income and appreciation; the potential income tax consequences of the investment; the investment's potential for volatility; and the role the investment will play in the trust's portfolio. We request that the Trustee also consider the possible effects of inflation or deflation, changes in global and US economic conditions, transaction expenses, and the trust's need for liquidity while arranging the trust's investment portfolio. The Trustee may delegate his or her discretion to manage trust investments to any registered investment advisor or corporate fiduciary. 58 Section 16.04 Banking Powers The Trustee may establish any type of bank account in any banking institutions that the Trustee chooses. If the Trustee makes frequent disbursements from an account, the account does not need to be interest bearing. The Trustee may authorize withdrawals from an account in any manner. The Trustee may open accounts in the name of the Trustee, with or without disclosing fiduciary capacity, and may open accounts in the name of the trust. When an account is in the name of the trust, checks on that account and authorized signatures need not disclose the account's fiduciary nature or refer to any trust or Trustee. Section 16.05 Business Powers If the trust owns or acquires an interest in a business entity, whether as a shareholder, partner, general partner, sole proprietor, member, participant in a joint venture, or otherwise, the Trustee may exercise the powers and authority provided for in this Section. The powers granted in this Section are in addition to all other powers granted to the Trustee in this trust. (a) No Duty to Diversify Notwithstanding any duty to diversify imposed by state law or any other provision of this trust, the Trustee may acquire or indefinitely retain any ownership interest in or indebtedness of any closely held or nonpublicly traded entity in which the trust, we, our descendants, and the spouses of our descendants have an ownership interest (the "business interests"), and even though any business interest may constitute all or a substantial portion of the trust property. We specifically authorize the Trustee to invest or indefinitely retain all or any part of the trust property in these business interests, regardless of any resulting risk, lack of income, diversification, or marketability. We waive any applicable prudent investor rule, as well as the Trustee's standard of care and duty to diversify with respect to the acquisition or retention of these business interests. We recognize that the value of a non -controlling interest in a business entity may be less than the underlying value of the entity's net assets. Nevertheless, we authorize the Trustee to acquire or retain any non -controlling business interests. (b) Specific Management Powers The Trustee has all power and authority necessary to manage and operate any business owned by the trust, whether directly or indirectly, including the express powers set forth in this Subsection. The Trustee may participate directly in the conduct of the business, by serving as a general partner of a limited partnership, a member, manager or managing member of a limited liability company, or a shareholder of a corporation, or may employ others to serve in that capacity. The Trustee may participate in the management of the business and delegate management duties and powers to any employee, manager, partner, or associate of the business, without incurring any liability for the delegation. To the extent that the business interest held by the trust is not one that includes management powers (such as a minority 59 stock interest, limited partnership interest, or a membership interest in a limited liability company), the Trustee has no obligation to supervise the management of the underlying assets, and no liability for the actions of those who do manage the business. The Trustee may enter into management trusts and nominee trusts in which the Trustee and the trust may serve as the exclusive manager or nominee of property or property interests on behalf of any limited partnership, limited liability company, or corporation. The Trustee, individually, or if the Trustee is a corporate fiduciary, then an employee of the Trustee, may act as a director, general or limited partner, associate, or officer of the business. The Trustee may participate with any other person or entity in the formation or continuation of a partnership either as a general or limited partner, or in any joint venture. The Trustee may exercise all the powers of management necessary and incidental to a membership in the partnership, limited partnership, or joint venture, including making charitable contributions. The Trustee may reduce, expand, limit, or otherwise adjust the operation or policy of the business. The Trustee may subject the trust's principal and income to the risks of the business for any term or period, as the Trustee determines. For any business in which the trust has an interest, the Trustee may advance money or other property, make loans (subordinated or otherwise) of cash or securities, and guarantee the loans of others made to the business. The Trustee may borrow money for the business, either alone or with other persons interested in the business, and may secure the loan or loans by a pledge or mortgage of any part of any trust property. The Trustee may select and vote for directors, partners, associates, and officers of the business. The Trustee may enter into owners' agreements with a business in which the trust has an interest or with the other owners of the business. The Trustee may execute agreements and amendments to agreements as may be necessary to the operation of the business, including stockholder agreements, partnership agreements, buy -sell agreements, and operating agreements for limited liability companies. The Trustee may generally exercise any powers necessary for the continuation, management, sale, or dissolution of the business. The Trustee may participate in the sale, reorganization, merger, consolidation, recapitalization, or liquidation of the business. The Trustee may sell or liquidate the business or business interest on terms the Trustee deems advisable and in the best interests of the trust and the beneficiaries. The Trustee may sell any business interest held by the trust to one or more of the beneficiaries of this trust or to any trust in which a majority of the beneficiaries are beneficiaries of this trust. The Trustee may make the sale in exchange for cash, a private annuity, an installment note, or any combination of those. The Trustee may exercise all of the business powers granted in this trust even though the Trustee may be personally invested in or otherwise involved with the business. (c) Business Liabilities If any tort or contract liability arises in connection with the business, and if the trust is liable, the Trustee will first satisfy the liability from the assets of the business, and only then from other trust property as determined by the Trustee. (d) Trustee Compensation In addition to the compensation set forth in Section 15.07, the Trustee may receive additional reasonable compensation for services in connection with the operation of the business. The Trustee may receive this compensation directly from the business, the trust or both. (e) Conflicts of Interest The Trustee may exercise all of the powers granted in this trust even though the Trustee may be involved with or have a personal interest in the business. Section 16.06 Contract Powers The Trustee may sell at public or private sale, transfer, exchange for other property, and otherwise dispose of trust property for consideration and upon terms and conditions that the Trustee deems advisable. The Trustee may grant options of any duration for any sales, exchanges, or transfers of trust property. The Trustee may enter into contracts, and may deliver deeds or other instruments, that the Trustee considers appropriate. Section 16.07 Common Investments For purposes of convenience with regard to the trust property's administration and investment, the Trustee may invest part or all of the trust property jointly with property of other trusts for which the Trustee is also serving as a Trustee. A corporate fiduciary acting as the Trustee may use common funds for investment. When trust property is managed and invested in this manner, the Trustee will maintain records that sufficiently identify this trust's portion of the jointly invested assets. Section 16.08 Environmental Powers The Trustee may inspect trust property to determine compliance with or to respond to any environmental law affecting the property. For purposes of this trust "environmental law" means any federal, state, or local law, rule, regulation, or ordinance protecting the environment or human health. The Trustee may refuse to accept property if the Trustee determines that the property is or may be contaminated by any hazardous substance or is or was used for any purpose involving hazardous substances that could create liability to the trust or to any Trustee. The Trustee may use trust property to: conduct environmental assessments, audits, or site monitoring; take remedial action to contain, clean up, or remove any hazardous substance including a spill, discharge, or contamination; institute, contest, or settle legal proceedings brought by a private litigant or any local, state, or federal agency concerned with environmental compliance; comply with any order issued by any court or by any local, state, or federal agency directing an assessment, abatement, or cleanup of any hazardous substance; and employ agents, consultants, and legal counsel to assist the Trustee in these actions. The Trustee is not liable for any loss or reduction in value sustained by the trust as a result of the Trustee's decision to retain property on which hazardous materials or substances requiring remedial action are discovered, unless the Trustee contributed to that loss through willful misconduct or gross negligence. The Trustee is not liable to any beneficiary or to any other party for any decrease in the value of property as a result of the Trustee's actions to comply with any environmental law, including any reporting requirement. The Trustee may release, relinquish, or disclaim any power held by the Trustee that the Trustee determines may cause the Trustee to incur individual liability under any environmental law. Section 16.09 Farming and Ranching Operations If the trust owns or acquires an interest in a farm, ranch, or other agricultural property or business, the Trustee may exercise the authority and discretion provided in this Section. The powers granted in this Section are in addition to all other powers granted to the Trustee in this trust. (a) Authority to Operate the Farm or Ranch Notwithstanding any duty to diversify imposed by state law, the Trustee may retain and continue to operate a farm or ranch, even though the interest may constitute all or a substantial portion of the trust property. The Trustee may take part in farm or ranch management, or hire a farm manager or a professional farm management service. The Trustee may delegate any of the powers authorized by this Section to a hired farm manager or professional farm management service. The Trustee may purchase, sell, hold, manage, operate, lease, improve, and maintain the farm or ranch and any of its interests, and in general deal with all things necessary for operation as the Trustee deems advisable. The Trustee may buy, sell, and raise livestock; plant, cultivate, harvest, and sell cash crops; produce timber or forest products for sale; or lease or rent all or part of the farm or ranch for cash or a crop share. The Trustee may contract with hired labor, tenants, or sharecroppers. The Trustee may construct, repair, and improve farm buildings, fences, and other farm or ranch structures, including drainage facilities, wells, ponds, and lagoons. The Trustee may participate in cooperative agreements concerning water and ditch rights. The Trustee may purchase or rent any kind of farm machinery, equipment, feed, and seed necessary to operate the farm or ranch. The Trustee may use approved soil conservation practices in order to conserve, improve, and maintain the soil's productivity. The Trustee may engage in timber or forest conservation practices. The Trustee may engage in any farm program sponsored by any federal, state, or local governmental agency. (b) Business Liabilities If any tort or contract liability arises in connection with the farm or ranch, and if the trust is liable, the Trustee will first satisfy the liability from the assets of the farm or ranch, and only then from other property. (c) Trustee Compensation In addition to the compensation set forth in Section 15.07, the Trustee may receive additional reasonable compensation for services in connection with the operation of a farm or ranch. The Trustee may receive this compensation directly from the farm or ranch, the trust, or both. (d) Conflicts of Interest The Trustee may exercise all of the powers granted in this trust, even though the Trustee may be involved with or have a personal interest in the farm or ranch. Section 16.10 Insurance Powers The Trustee may purchase, accept, hold, and deal with as owner, insurance policies on either or both of our lives, any beneficiary's life, or any person's life in whom any beneficiary has an insurable interest. The Trustee may purchase disability, medical, liability, long-term health care and other insurance on behalf of and for the benefit of any beneficiary. The Trustee may purchase annuities and similar investments for any beneficiary. The Trustee may execute or cancel any automatic premium loan agreement with respect to any policy, and may elect or cancel any automatic premium loan provision in a life insurance policy. The Trustee may borrow money to pay premiums due on any policy, either by borrowing from the company issuing the policy or from another source. The Trustee may assign the policy as security for the loan. The Trustee may exercise any option contained in a policy with regard to any dividend or share of surplus apportioned to the policy to reduce the amount of a policy, to convert or exchange the policy, or to surrender a policy at any time for its cash value. 63 The Trustee may elect any paid -up insurance or extended -term insurance nonforfeiture option contained in a policy. The Trustee may sell any policy at its fair market value to anyone having an insurable interest in the policy, including the insured. The Trustee may exercise any other right, option, or benefit contained in a policy or permitted by the issuing insurance company. Upon termination of the trust, the Trustee may transfer and assign the policies held by the trust as a distribution of trust property. Section 16.11 Loans and Borrowing Powers The Trustee may make loans to any person including a beneficiary, as well as an entity, trust, or estate, for any term or payable on demand, with or without interest, and secured or unsecured. The Trustee may encumber any trust property by mortgages, pledges, or otherwise, and may negotiate, refinance, or enter into any mortgage or other secured or unsecured financial arrangement, whether as a mortgagee or mortgagor. The term may extend beyond the trust's termination and beyond the period required for an interest created under this trust to vest in order to be valid under the rule against perpetuities. The Trustee may enter into, negotiate, or modify the terms of any mortgage or any other secured or unsecured agreement granted in connection with any loan entered into by either or both of us or by any Trustee, and may release or foreclose on any mortgage or security interest payable to either or both of us or to the trust. The Trustee may borrow money at interest rates and on other terms that the Trustee deems advisable from any person, institution, or other source including, in the case of a corporate fiduciary, its own banking or commercial lending department. The Trustee may purchase, sell at public or private sale, trade, renew, modify, and extend mortgages. The Trustee may accept deeds instead of foreclosing. Section 16.12 Nominee Powers The Trustee may hold real estate, securities, and any other property in the name of a nominee or in any other form, without disclosing the existence of any trust or fiduciary capacity. Section 16.13 Oil, Gas and Mineral Interests The Trustee may acquire, maintain, develop, and exploit, either alone or jointly with others, any oil, gas, coal, mineral, or other natural resource rights or interests. The Trustee may drill, test, explore, mine, develop, extract, remove, convert, manage, retain, store, sell, and exchange any of those rights and interests on terms and for a price that the Trustee deems advisable. The Trustee may execute leases, pooling, unitization, and other types of agreements in connection with oil, gas, coal, mineral, and other natural resource rights and interests, even though the terms of those arrangements may extend beyond the trust's termination. 64 The Trustee may execute division orders, transfer orders, releases, assignments, farm outs, and any other instruments that it considers proper. The Trustee may employ the services of consultants and outside specialists in connection with the evaluation, management, acquisition, disposition, and development of any mineral interest, and may pay the cost of the services from the trust's principal and income. Section 16.14 Payment of Property Taxes and Expenses Except as otherwise provided in this trust, the Trustee may pay any property taxes, assessments, fees, charges, and other expenses incurred in the administration or protection of the trust. All payments will be a charge against the trust property and will be paid by the Trustee out of income. If the income is insufficient, then the Trustee may make any payments of propertytaxes or expenses out of the trust property's principal. The Trustee's determination with respect to this payment will be conclusive on the beneficiaries. Section 16.15 Purchase of Assets from and Loans to a Deceased Grantor's Probate Estate Upon the death of a Grantor, the Trustee may purchase at fair market value and retain in the form received any property that is a part of the deceased Grantor's probate or trust estate as an addition to the trust. In addition, the Trustee may make secured and unsecured loans to the deceased Grantor's probate or trust estate. The Trustee may not be held liable for any loss suffered by the trust because of the exercise of the powers granted in this Section. The Trustee may not use any trust property for the benefit of the deceased Grantor's estate as defined in Code of Federal Regulations Title 26 Section 20.2042-1(b), unless the property is included in the deceased Grantor's gross estate for federal estate tax purposes. Section 16.16 Qualified Real Property Valuation The Independent Trustee has the power to amend the terms of a trust holding qualified real property as defined in Internal Revenue Code Section 2032A, in order to permit the qualified real property to qualify for special use valuation permitted under Section 2032A, even if the amendment changes beneficial interests and that directs the segregation of trust property into more than one trust. Section 16.17 Qualified Tuition Programs The Trustee may purchase tuition credits or certificates or make contributions to an account in one or more qualified tuition programs as defined under Internal Revenue Code Section 529 on a beneficiary's behalf for the purpose of meeting the beneficiary's qualified higher education expenses. With respect to an interest in any qualified tuition program, the Trustee may act as contributor, administering the interest by actions including: designating and changingthe designated beneficiary of the interest in the qualified tuition program; requesting both qualified and nonqualified withdrawals; selecting among investment options and reallocating funds among different investment options; 65 making rollovers to another qualified tuition program; and allocating any tax benefits or penalties to the beneficiaries of the trust. Notwithstanding anything in this provision to the contrary, the designated beneficiary must always be a beneficiary of the trust from which the funds were distributed to establish the interest in the qualified tuition program. Investment in a qualified tuition program will not be considered a delegation of investment responsibility under any applicable statute or other law. Section 16.18 Real Estate Powers The Trustee may sell at public or private sale, convey, purchase, exchange, lease for any period, mortgage, manage, alter, improve, and in general deal in and with real property in the manner and on the terms and conditions as the Trustee deems appropriate. The Trustee may grant or release easements in or over, subdivide, partition, develop, raze improvements to, and abandon any real property. The Trustee may manage real estate in any manner considered best, and may exercise all other real estate power's necessary to effect this purpose. The Trustee may enter into contracts to sell real estate. The Trustee may enter into leases and grant options to lease trust property, even though the term of the agreement extends beyond the termination of any trusts established under this trust and beyond the period that is required for an interest created under this trust to vest in order to be valid under the rule against perpetuities. The Trustee may enter into any contracts, covenants, and warranty agreements that the Trustee deems appropriate. Section 16.19 Residences and Personal Effects The Trustee may acquire, maintain, and invest in any residence for the beneficiaries' use and benefit, whether or not the residence is income producing and without regard to the proportion that the residence's value may bear to the trust property's total value, even if retaining the residence involves financial risks that Trustees would not ordinarily incur. The Trustee may pay or make arrangements for others to pay all carrying costs of any residence for the beneficiaries' use and benefit, including taxes, assessments, insurance, maintenance, and other related expenses. The Trustee may acquire, maintain, and invest in articles of personal effects, whether or not the property produces income. The Trustee may pay for the repair and maintenance of the property. The Trustee is not required to convert the property referred to in this Section to income - producing property, except as required by other provisions of this trust. The Trustee shall permit us to use and occupy as a principal residence (rent free and without charge except for taxes and other costs and expenses as may be specified elsewhere in this Agreement) any residential property held in the trust. In addition, the Trustee shall permit the Primary Beneficiary of any separate trust to use and occupy as a principal residence (rent free and without charge except for taxes and other costs and expenses as may be specified elsewhere in this Agreement) any residential property held in such separate trust for the Primary C:i1 Beneficiary. This right lasts for life or until the trust terminates or is revoked (as to the property) in compliance with Section 11.13 of the Texas Tax Code. The Trustee is not liable for any depreciation or loss resulting from any decision to retain or acquire any property as authorized by this Section. Section 16.20 Digital Assets The Trustee has the authority to access, modify, control, archive, transfer, and delete our digital assets. Digital assets include our sent and received emails, email accounts, digital music, digital photographs, digital videos, gaming accounts, software licenses, social -network accounts, file - sharing accounts, financial accounts, domain registrations, Domain Name System (DNS) service accounts, blogs, listservs, web -hosting accounts, tax -preparation service accounts, online stores and auction sites, online accounts, and any similar digital asset that currently exists or may be developed as technology advances. Our digital assets may be stored on the cloud or on our own digital devices. The Trustee may access, use, and control our digital devices in order to access, modify, control, archive, transfer, and delete our digital assets —this power is essential for access to our digital assets that are only accessible through our digital devices. Digital devices include desktops, laptops, tablets, peripherals, storage devices, mobile telephones, smartphones, and any similar hardware that currently exists or may be developed as technology advances. Section 16.21 Retention and Abandonment of Trust Property The Trustee may retain any property constituting the trust at the time of its creation, at the time of the death of a Grantor, or as the result of the exercise of a stock option, without liability for depreciation or loss resulting from retention. The Trustee may retain property, notwithstanding the fact that the property may not be of the character prescribed by law for the investment of assets held by a fiduciary, and notwithstanding the fact that retention may result in inadequate diversification under any applicable Prudent Investor Act or other applicable law. The Trustee may hold property that is not income producing or is otherwise nonproductive if holdingthe property is in the best interests of the beneficiaries in the sole and absolute discretion of the Trustee. On the other hand, the Trustee will invest contributions of cash and cash equivalents as soon as reasonably practicable after the assets have been acquired by the trust. The Trustee may retain a reasonable amount in cash or money market accounts to pay anticipated expenses and other costs, and to provide -for anticipated distributions to or for the benefit of a beneficiary. The Trustee may abandon any property that the Trustee considers of insignificant value. Section 16.22 Securities, Brokerage and Margin Powers The Trustee may buy, sell, trade, and otherwise deal in stocks, bonds, investment companies, mutual funds, common trust funds, commodities, options, and other securities of any kind and in any amount, including short sales. The Trustee may write and purchase call or put options, 67 and other derivative securities. The Trustee may maintain margin accounts with brokerage firms, and may pledge securities to secure loans and advances made to the Trustee or to or for a beneficiary's benefit. The Trustee may place all or any part of the securities held by the trust in the custody of a bank or trust company. The Trustee may have all securities registered in the name of the bank or trust company or in the name of the bank's nominee or trust company's nominee. The Trustee may appoint the bank or trust company as the agent or attorney in fact to collect, receive, receipt for, and disburse any income, and generallyto perform the duties and services incident to a custodian of accounts. The Trustee may employ a broker -dealer as a custodian for securities held by the trust, and may register the securities in the name of the broker -dealer or in the name of a nominee; words indicating that the securities are held in a fiduciary capacity are optional. The Trustee may hold securities in bearer or uncertificated form, and may use a central depository, clearing agency, or book -entry system, such as The Depository Trust Company, Euroclear, or the Federal Reserve Bank of New York. The Trustee may participate in any reorganization, recapitalization, merger, or similar transaction. The Trustee may exercise or sell conversion or subscription rights for securities of all kinds and descriptions. The Trustee may give proxies or powers of attorney that may be discretionary and with or without powers of substitution, and may vote or refrain from voting on any matter. Section 16.23 Settlement Powers The Trustee may settle any claims and demands in favor of or against the trust by compromise, adjustment, mediation, collaborative law, or other means. The Trustee may release or abandon any claim in favor of the trust. Section 16.24 Subchapter S Corporation Stock Provisions During any period the trust is not treated as a grantor trust for tax purposes under Internal Revenue Code Section 671, this trust or any trust created under this trust may hold any S corporation stock held as a separate Electing Small Business Trust or as a separate Qualified Subchapter S Trust, as provided in this Section. For purposes of this Section, S corporation stock means all capital stock issued by a corporation (or other entity taxable as a corporation for federal income tax purposes) that is treated or is intended to be treated under Section 1361(a) as an 5 corporation for federal income tax purposes. (a) Electing Treatment as an Electing Small Business Trust If the Trustee elects under Internal Revenue Code Section 1361(e)(3) to qualify any portion of the trust as an Electing Small Business Trust, the Trustee shall: apportion a reasonable share of the unallocated expenses of all trusts created under this trust to the Electing Small Business Trust under the applicable provisions of the Internal Revenue Code and Treasury Regulations; and C:1: administer the trust as an Electing Small Business Trust, under Internal Revenue Code Section 1361(e). (b) Electing Treatment as a Qualified Subchapter S Trust If the current Income Beneficiary of the trust makes an election under Section 1361(d)(2) to qualify the trust as a Qualified Subchapter S Trust within the meaning of Section 1361(d)(3), the Trustee shall: refer to the Qualified Subchapter S Trust using the same name as the trust to which the stock was originally allocated, plus the name of the current Income Beneficiary of the trust, followed by the letters QSST; administer the Qualified Subchapter S Trust in accordance with the same provisions contained in the trust to which the Trustee allocated the S corporation stock, as long as the provisions of this Subsection control the trust administration to the extent that they are inconsistent with the provisions of the original trust; and maintain the Qualified Subchapter S Trust as a separate trust held for the benefit of only one beneficiary as required in Section 1361(d)(3). The Trustee shall recommend that the current Income Beneficiary of the trust make a timely election to cause federal tax treatment of the trust as a Qualified Subchapter S Trust. (1) Current Income Beneficiary The current Income Beneficiary of a Qualified Subchapter S Trust is the person who has a present right to receive income distributions from the trust to which the Trustee has allocated the S corporation stock. A Qualified Subchapter S Trust may have only one current Income Beneficiary. If, under the terms of the trust, more than one person has a present right to receive income distributions from the trust originally holding the S corporation stock, the Trustee shall segregate the S corporation stock into separate Qualified Subchapter S Trusts for each of these people. (2) Distributions Until the earlier of the death of the current Income Beneficiary or the date on which the trust no longer holds any S corporation stock (the QSST termination date), the Trustee shall distribute at least annually all of the trust's net income, as defined in Internal Revenue Code Section 643(b) to the current Income Beneficiary. The terms of the trust to which the S corporation stock was originally allocated govern distributions of principal from the Qualified Subchapter S Trust. But until the QSSTtermination date, the Trustee may distribute principal only to the current • • Income Beneficiary of the Qualified Subchapter S Trust and not to any other person or entity. If the Qualified Subchapter S Trust terminates during the lifetime of the current Income Beneficiary, the Trustee shall distribute all assets of the Qualified Subchapter S Trust to the current Income Beneficiary outright and free of the trust. (3) Allocation of Income and Expenses The Trustee shall characterize receipts and expenses of any Qualified Subchapter S Trust in a manner consistent with Internal Revenue Code Section 643(b). (4) Trust Merger or Consolidation Notwithstanding any other provision of this trust that may seem to the contrary, the Trustee may not merge any Qualified Subchapter S Trust with another trust's assets if doing so would jeopardize the qualification of either trust as a Qualified Subchapter S Trust. (c) Governance of the Trusts The following additional provisions applyto any separate trust created underthis Section. (1) Protection of S Corporation Status The Trustee must not administer a trust holding S corporation stock in a manner that would cause the termination of the S corporation status of the entity whose stock is held as part of the trust. Therefore, during any period that the trust holds S corporation stock, the Trustee must construe the terms and provisions of this trust in a manner that is consistent with the trust qualifying as an Electing Small Business Trust or as a Qualified Subchapter S Trust. The Trustee must disregard any provision of this trust that cannot be so construed or applied. (2) Methods of Distribution The Trustee may not make distribution in a manner that would jeopardize the trust's qualification as an Electing Small Business Trust or as a Qualified Subchapter S Trust. (3) Disposition of S Corporation Stock If the Trustee believes the continuation of any trust would result in the termination of the S corporation status of any entity whose stock is held as a part of the trust property, the Trustee, other than an Interested Trustee, in addition to the power to sell or otherwise dispose of the stock, has the power to distribute the stock to the person who is then entitled to receive the income from the trust. Section 16.25 Limitation on the Trustee's Powers All powers granted to Trustees under this trust or by applicable law are limited as set forth in this Section, unless explicitly excluded by reference to this Section. The limitations set forth in this 70 Section do not apply to either of us while we are both alive, and do not apply if either of us is serving as Trustee of the Survivor's Trust. (a) An Interested Trustee Limited to Ascertainable Standards An Interested Trustee may only make discretionary decisions when they pertain to a beneficiary's health, education, maintenance, or support as described under Internal Revenue Code Sections 2041 and 2514. (b) No Distributions in Discharge of Certain Legal Obligations The Trustee may not exercise or participate in the exercise of discretion with respect to the distribution of income or principal that would in any manner discharge a legal obligation of the Trustee, including the obligation of support. If a beneficiary or any other person has the power to remove a Trustee, that Trustee may not exercise or participate in the exercise of discretion with respect to the distribution of income or principal that would in any manner discharge a legal obligation of the person having the power to remove the Trustee, including that person's obligation of support. (c) Insurance Policy on the Life of the Trustee If the trust holds a policy that insures the life of a Trustee, that Trustee may not exercise any powers or rights with respect to the policy. Instead, a Co -Trustee or an Independent Special Trustee must exercise the powers and rights with respect to the policy. If any rule of law or court decision construes the ability of the insured Trustee to name an Independent Special Trustee as an incident of ownership of the policy, then a majority of the then current Income Beneficiaries (excluding the insured Trustee if he or she is a beneficiary) will select the Independent Special Trustee. (d) Insurance Policy on a Beneficiary's Life If the trust holds a policy that insures a beneficiary's life, the beneficiary, individually or as Trustee, may not exercise any power over the policy, its cash value, or its proceeds. This denial of power is intended to prevent an insured beneficiary from holding any power that would constitute an incident of ownership of the policy. In addition, no distribution of income or principal to the insured beneficiary may be satisfied out of the policy's proceeds, cash value, or other economic benefit of the policy. The limitations of this Subsection do not apply if, upon the beneficiary's death, the policy's proceeds would otherwise be included in the beneficiary's gross estate for federal estate tax purposes. Section 16.26 Special Provisions Governing the Administration of this Trust when EDWARD JONES TRUST COMPANY is Serving as Trustee During any period in which Edward Jones Trust Company is serving as a trustee of this trust or any sub -trust created hereunder, the provisions set forth in this Section shall control. The provisions are as follows: 71 (a) Special Provisions Relating to Edward Jones Trust Company Grantors recognize that EDWARD JONES TRUST COMPANY is a subsidiary of the Jones Financial Companies, L.L.L.P., a Missouri limited liability limited partnership, domiciled in the state of Missouri. While EDWARD JONES TRUST COMPANY is serving as a Trustee hereunder; the following additional provisions shall apply, and to the extent of any inconsistency between the following provisions and the other provisions of this document, these provisions shall control. (1) Permitted Activities EDWARD JONES TRUST COMPANY and any subsidiary or affiliate of the Jones Financial Companies, L.L.L.P. (hereinafter referred to collectively as an "Affiliate") may deal between such trust estate and themselves or any other Affiliate in any principal or agency transaction, either party acting in any capacity, in buying, selling, pledging, leasing, and exchanging assets, in furnishing or receiving goods, services, or facilities, and in borrowing or lending funds or participating in other extensions of credit when, in their discretion, such transaction shall be in the best interests of the beneficiaries of the trust. The foregoing shall apply regardless of any compensation, gain, or profit derived by any Affiliate acting in any capacity in connection with any such transaction. Any Affiliate may furnish services to any trust estate created in this trust instrument in any capacity as may be necessary or desirable in the Trustees' sole discretion for the proper management, protection and sale or other disposition of any part of the trust estate, and may receive customary and reasonable compensation for services in any such capacity without reduction for any compensation paid to EDWARD JONES TRUST COMPANY for its services as Trustee. Edward Jones Trust Company may, from time to time, hold or invest assets in mutual funds, money market funds, annuities or other investments. The fund management companies and their affiliates engaged in operating and distributing such funds or investments receive various commissions or fees for their services as described in the respective funds' prospectus, and such commissions or fees are separate from and will not affect the fees due Edward Jones Trust Company. A portion of such fees received by the fund management companies and their affiliates may, in turn, be paid to Edward Jones Trust Company or its affiliates, including but not limited to the Edward Jones brokerage firm, for administrative, recordkeeping or shareholder services as and to the extent authorized by Rule 12b-1 under the Investment Company Act of 1940, as amended, or otherwise approved by the fund and its directors. Additionally, Edward Jones Trust Company, or its affiliates, including but not limited to the Edward Jones brokerage firm, may receive certain payments known as "revenue sharing" from certain mutual fund management companies. Such payments may be based on the average asset values or the sales of fund shares during an applicable period. To the extent the above described fees or payments arise from assets held by Edward Jones Trust Company, they may be retained by or credited to the firm without reducing the amount of fees payable to Edward 72 Jones Trust Company by the accounts holding such investments. In the event that any person employed by EDWARD JONES TRUST COMPANY or any Affiliate shall also be acting as an officer or director of any corporation in which the trust may own stock or other securities or as an officer or director of any affiliate of such corporation or may be a candidate for election as such officer or director, such person may act as such officer or director and receive compensation therefor in the same manner as if he or she were not employed by EDWARD JONES TRUST COMPANY or Affiliate, and shall not be disqualified from voting for his or her election to such officer or for membership on the board of directors by reason of such employment or by reason of receiving compensation for such employment. (2) Powers Regarding Affiliates EDWARD JONES TRUST COMPANY shall have the following specific powers as to the trust estate and may exercise the same in its sole discretion without court order or approval: (i) to engage the services of any Affiliate, and, without limiting the generality of this authorization, the services of Edward Jones, its main operating subsidiary, with respect to the following matters: (A) To manage or advise on the investments of any trust estate created hereunder; (B) to invest the assets of any trust estate in any financial instrument or investment vehicle sold, managed, advised, or currently distributed, underwritten or issued by any Affiliate, including but not limited to money market funds, mutual funds, and certificates of deposit; provided, however that such investment is a qualified investment for a corporate fiduciary under Missouri law; (C) to act as a broker or dealer to execute transactions and to provide other services with respect to any trust estate, including the purchase of any stocks, bonds or other securities, insurance, annuities and any other financial instruments or investment vehicles currently distributed, underwritten or issued by any Affiliate; (D) to perform trust operations, custody and recordkeeping functions on behalf of EDWARD JONES TRUST COMPANY; and (E) to pay for services rendered by any Affiliate from the assets of the trust estate as an expense of trust administration, without diminution of any payment that EDWARD JONES TRUST COMPANY may receive as trustee, and recognizing that EDWARD JONES TRUST COMPANY may also receive credit or other compensation from any Affiliate for services EDWARD JONES TRUST COMPANY may perform, and may exchange services with any Affiliate; (ii) to cause or permit all or any part of any trust estate to be held, maintained or managed in accounts or deposits administered in any jurisdiction inside or outside the United States of America, and to hold any trust property in the name of its nominee or nominee of any Affiliate; and (iii) to submit to binding arbitration, at its discretion, any claim or dispute that may arise with respect to administration of the trust by EDWARD JONES TRUST COMPANY or any related actions of any Affiliate. 73 (3) Appointment of Special Trustee EDWARD JONES TRUST COMPANY is authorized to appoint a person or qualified corporation at any time to act as special Trustee (the "Special Trustee") for the administration of property with respect to which EDWARD JONES TRUST COMPANY shall make the determination, in its discretion, that it is not eligible to act or cannot administer in a practicable manner. EDWARD JONES TRUST COMPANY may at any time revoke such appointment. So long as any such appointment is in effect, any power or authority that would be exercisable by EDWARD JONES TRUST COMPANY with respect to the assets to be administered by the Special Trustee may be exercised by the Special Trustee with the same force and effect as if EDWARD JONES TRUST COMPANY had itself taken such action in the absence of any such restriction or limitation. The Special Trustee shall act without bond or security and need not account to any court. The Special Trustee may receive and retain customary and reasonable compensation for services in such capacity in addition to the compensation to which EDWARD JONES TRUST COMPANY is entitled under this instrument. (4) Nonpublic Information; No Duty to Act EDWARD JONES TRUST COMPANY shall be under no duty and shall not be liable to any beneficiary for failure to buy, sell or engage in any transaction directly or indirectly involving securities concerning which EDWARD JONES TRUST COMPANY, in its corporate capacity or otherwise, may have acquired any information which has not been disclosed to the public. In this regard, information required by any Affiliate shall not be imputed to EDWARD JONES TRUST COMPANY. (5) Indemnification of the Successor Trustee Grantors covenant and agree with EDWARD JONES TRUST COMPANY to indemnify and save and hold it and its Affiliates harmless from and against any and all claims, demands, losses, liabilities, damages and expenses of whatever kind and nature which Grantors or the trust may at any time sustain by reason or in consequence of anything done or omitted with respect to the administration of the trust prior to EDWARD JONES TRUST COMPANY'S receipt of the assets, it being Grantors' intention that EDWARD JONES TRUST COMPANY shall be accountable only from the date it receives the assets of the trust as evidenced by the periodic customer trust account statement. (6) Acceptance of Certain Trust Property and Indemnification for Environmental Expenses Except as otherwise specifically agreed to by EDWARD JONES TRUST COMPANY, it shall not be deemed to have accepted title to, and shall not act or be obligated to act in any way as a fiduciary with respect to, any real property, including any real property owned or operated by a sole proprietorship, general or limited 74 partnership, limited liability company, or closely held corporation or any interest in any such business enterprise, which is or may become an asset of the trust until (i) an appropriate environmental audit is performed at the expense of the trust to determine that conditions at such real property or operations conducted by such business enterprise are in compliance with state and federal environmental laws and regulations affecting such real property or such business enterprise and (ii) EDWARD JONES TRUST COMPANY has accepted such property as an asset of the trust by a separate writing delivered to the Grantors, if living, or, if not, to the then current income beneficiary or beneficiaries of the trust (or their natural or legal guardians). In all events, EDWARD JONES TRUST COMPANY may decline to accept title to or act in any way as a fiduciary as to any such property which it has determined is or thereafter may be in violation of any such environmental law or regulation but accept appointment as a Trustee as to all other trust property. After its qualification, EDWARD JONES TRUST COMPANY shall have the right to reject any property proposed to be transferred to the trust. EDWARD JONES TRUST COMPANY shall be held harmless from and shall be indemnified from the trust estate and by Grantors for any liability or expense, including reasonable attorneys' fees, incurred as a result of any violation, actual or alleged, of any environmental law or regulation with respect to any property which EDWARD JONES TRUST COMPANY has actually or allegedly accepted. EDWARD JONES TRUST COMPANY is expressly authorized to take such remedial action as it in its sole and absolute discretion deems appropriate to prevent, abate, remove or otherwise respond to any actual, threatened or alleged violation of, or otherwise comply with, any environmental law or regulation, or federal, state or local agency or Court order, affecting any such property. EDWARD JONES TRUST COMPANY may employ agents, consultants or legal counsel to assist or perform such action. All costs and expenses incurred by EDWARD JONES TRUST COMPANY in connection with such action shall be paid by the trust or the Grantors. EDWARD JONES TRUST COMPANY also may establish reasonable reserves for the payment of anticipated environmental expenses. EDWARD JONES TRUST COMPANY shall not be liable to the Grantors, any beneficiary, or any other person for any loss or diminution in the value of the trust resulting from any actual, threatened or alleged violation of any such environmental law or regulation affecting any such property or for the payment of any expense of remediation thereof unless EDWARD JONES TRUST COMPANY contributed thereto by its willful misconduct or gross negligence. (7) Notice of Trust Assets Required While serving as a Trustee hereunder, EDWARD JONES TRUST COMPANY shall have a duty to administer only those assets of the trust of which it has received written notification of the ownership of such assets by the trust. VW (8) Investment Representative Grantors authorize the Edward Jones investment representative through whom Grantors conduct investment transactions to review, from time to time, all documents and records related to the trust and investments made thereunder. Following the death of the surviving Grantor, upon receipt of a written notification from a current income beneficiary of a trust estate held hereunder, the Trustees may provide the Edward Jones investment representative through whom such beneficiary conducts investment transactions to review, from time to time, all documents and records related to such beneficiary's trust estate and investments made thereunder. (9) Provisions Relating to Co -Trustee At any time while EDWARD JONES TRUST COMPANY is serving as a co -Trustee hereunder with one or more individual Trustees, the individual Trustee(s), by written instrument, may delegate to EDWARD JONES TRUST COMPANYthe power to invest and manage trust assets, as well as all or any of the other powers granted by law or enumerated in this instrument. Such delegation shall remain effective for as long as specified therein or until expressly revoked by a written instrument delivered to EDWARD JONES TRUST COMPANY. EDWARD JONES TRUST COMPANY shall maintain physical custody of the trust assets, documents and other records related to and evidencing the trust assets. The individual Trustee(s) shall have access to the trust assets and records and the opportunity to inspect the same during appointment during EDWARD JONES TRUST COMPANY's regular hours of business. (b) Governing Law This Trust instrument, its validity, construction and any questions concerning its amendment, revocation, or administration, shall be governed by the laws of the State of Texas. The foregoing shall apply even though the situs of some Trust assets or the home or principal place of the Grantors or any other beneficiary may at some time or times be elsewhere. (c) Waiver of Accounts and Audits No successor Trustee hereunder shall be required to audit or approve accounts received from a prior trustee. Prior to delivering trust assets to a successor trustee or prior to making any partial or complete distribution of principal under this instrument (other than a distribution that is made in the exercise of the Trustees' discretion and does not terminate a trust estate) the Trustees, as they elect in their sole discretion, (1) may request an approval of the Trustees' accounts and a release and discharge from all beneficiaries that have an interest in the distribution, and if such approval, release and discharge is not granted, may request court settlement of such accounts; or (2) may request court settlement of such accounts. All of the Trustees' fees and expenses 76 (including attorneys' fees) attributable to court approval of such accounts shall be paid by the trust to the extent that the accounts are approved. 77 ARTICLE SEVENTEEN General Provisions Section 17.01 Maximum Term for Trusts Notwithstanding any contrary provisions or unless terminated earlier under other provisions of this trust, each trust created under this trust document will last no longer than the applicable rule against perpetuities (determined using as measuring lives all of the children born on January 1, 2018 in Austin, Texas, all of the descendants of our parents, and all of the persons who are mentioned by name as beneficiaries of any trust created by or pursuant to this Agreement who are living at the date this Agreement becomes irrevocable). At that time, the remaining trust property will vest in and be distributed to the persons entitled to receive mandatory distributions of the trust's net income, in the same proportions. If no beneficiary is entitled to mandatory distributions of net income, the remainingtrust property will vest in and be distributed to the beneficiaries entitled to receive discretionary distributions of the trust's net income, in equal shares perstirpes. Section 17.02 Spendthrift Provision No beneficiary may assign, anticipate, encumber, alienate, or otherwise voluntarily transfer the income or principal of any trust created under this trust. In addition, neither the income nor the principal of any trust created under this trust is subject to attachment, bankruptcy proceedings or any other legal process, the interference or control of creditors or others, or any involuntary transfer. This Section does not restrict a beneficiary's right to disclaim any interest or exercise of any power of appointment granted in this trust. Section 17.03 Contest Provision If any person attempts to contest or oppose the validity of this trust or any amendment to this trust, or commences, continues, or prosecutes any legal proceedings to set this trust aside, then that person will forfeit his or her share, cease to have any right or interest in the trust property, and will be considered to have predeceased the last of us to die for purposes of this instrument. Section 17.04 Survivorship Presumption If we die under circumstances in which the order of our deaths cannot be established, each of us will be considered to have predeceased the other. If any other beneficiary is living at the death of a Grantor, but dies within 10 days after the Grantor's death, then the beneficiary will be considered to have predeceased the Grantor for purposes of this trust. Section 17.05 Divorce or Annulment If our marriage ends by divorce or annulment, each of us will be considered to have predeceased the otherfor purposes of this trust, so that our respective property interests are not used forthe benefit of the other. 78 Section 17.06 Changing the Governing Law and Situs of Administration Prohibited The Trustee may not change the governing law of the trust nor may the Trustee change the situs of the administration of the trust and remove all or any part of the property from one jurisdiction to another. Section 17.07 Definitions For purposes of this trust, the following terms have these meanings: (a) Adopted and Afterborn Persons A person in any generation who is legally adopted before reachingthe age of 18 years and his or her descendants, including adopted descendants, have the same rights and will be treated in the same manner under this trust as natural children of the adopting parent. A person is considered legally adopted if the adoption was legal at the time when and in the jurisdiction in which it occurred. A fetus in utero later born alive will be considered a person in being during the period of gestation. (b) Available GST Exemption The deceased Grantor's "Available GST Exemption" means the GST exemption provided in Internal Revenue Code Section 2631 in effect at the deceased Grantor's death; reduced by the aggregate of: any amount of GST exemption allocated to the deceased Grantor's lifetime transfers, including those allocations made at the time of the deceased Grantor's death by the deceased Grantor's Personal Representative, by the deceased Grantor's Trustee, or by operation of law; and any amount allocated to direct -skip persons as defined in Internal Revenue Code Section 2612(c)(1) that does not qualify for an exclusion from the generation - skipping transfer tax occurring at the deceased Grantor's death to or for the benefit of the deceased Grantor's descendants. At the time of the deceased Grantor's death, if the deceased Grantor has made a lifetime transfer to a trust with an inclusion ratio of greater than zero but have not filed a gift tax return and the due date for the gift tax return has not yet passed, the deceased Grantor's Available GST Exemption will also be reduced so that the trust inclusion ratio is zero, in order to exempt the transfer from generation -skipping transfer tax. (c) Charitable Organization The terms charitable organization, qualified charitable organization, and charity mean any charitable organization of a type described in Internal Revenue Code Sections 170(c), 2055(a), and 2522(a). 79 (d) Descendants The term descendants means persons who directly descend from a person, such as children, grandchildren, or great-grandchildren. The term descendants does not include collateral descendants, such as nieces and nephews. (e) Education The term education is intended to be an ascertainable standard under Internal Revenue Code Sections 2041 and 2514 and includes: enrollment at private elementary, junior, and senior high school, including boarding school; undergraduate and graduate study in any field at a college or university; specialized, vocational, or professional training or instruction at any institution, as well as private instruction; and any other curriculum or activity that the Trustee considers useful for developing a beneficiary's abilities and interests including athletic training, musical instruction, theatrical training, the arts, and travel. The term education also includes expenses such as tuition, room and board, fees, books, supplies, computers and other equipment, tutoring, transportation, and a reasonable allowance for living expenses. (f) Good Faith For the purposes of this trust, a Trustee has acted in good faith if: an action or inaction is not a result of intentional wrongdoing; the Trustee did not make the decision to act or not act with reckless indifference to the beneficiaries' interests; and an action or inaction does not result in an improper personal benefit to the Trustee. Further, all parties subject to the provisions of this trust will treat any action or inaction made in reliance on information, consent, or directions received from the Personal Representative of each of our estates as made in good faith for the purposes of this Section, except for cases of willful misconduct or malfeasance on the Trustee's part. (g) Grantor Grantor has the same legal meaning as Settlor, Trustor or any other term referring to the maker of a trust. (h) Incapacity Except as otherwise provided in this trust, a person is considered incapacitated in any of the following circumstances. :f (1) The Opinion of Personal or Attending Physician An individual is considered to be incapacitated whenever the individual's personal or attending physician gives the opinion that the individual is unable to effectively manage his or her property or financial affairs, whether as a result of age; illness; use of prescription medications, drugs, or other substances; or any other cause. If an individual whose capacity is in question refuses to provide necessary documentation or otherwise submit to examination by licensed physicians, that individual will be considered incapacitated. An individual is considered restored to capacity whenever the individual's personal or attending physician provides a written opinion that the individual is able to effectively manage his or her property and financial affairs. (2) Court Determination An individual is considered incapacitated if a court of competent jurisdiction has declared the individual to be disabled, incompetent, or legally incapacitated. (3) Detention, Disappearance, or Absence An individual is considered to be incapacitated whenever he or she cannot effectively manage his or her property or financial affairs due to the individual's unexplained disappearance or absence for more than 30 days, or whenever he or she is detained under duress. An individual's disappearance, absence, or detention under duress may be established by an affidavit of the Trustee, or by the affidavit of any beneficiary if no Trustee is then serving. The affidavit must describe the circumstances of the individual's disappearance, absence, or detention, and may be relied upon by any third party dealing in good faith with the Trustee. (i) Income Beneficiary The term Income Beneficiary means any beneficiary who is then entitled to receive distributions of the trust's net income, whether mandatory or discretionary. Unless otherwise provided in this trust, the phrase majority of the Income Beneficiaries means any combination of Income Beneficiaries who would receive more than 50% of the accrued net income if that income were distributed on the day of a vote. For purposes of this calculation, beneficiaries who are eligible to receive discretionary distributions of net income receive the imputed income in equal shares. References to a majority refer to a majority of the entire trust collectively until the Trustee allocates property to separate trusts or trust shares. After the Trustee allocates property to separate trusts or trust shares, references to a majority refer to a majority of each separate trust or trust share. 81 (j) Income in Respect of a Decedent (IRD) The term income in respect of a decedent (IRD) means income received after a decedent's death that would have been taxable to the decedent if the income had been received by the decedent during the decedent's lifetime. For example, payments under qualified retirement plans and other deferred compensation arrangements are IRD. For purposes of this trust, IRD means any income that would be classified as IRD under Internal Revenue Code Section 691(a). (k) Independent Trustee The term Independent Trustee means any Trustee who is not an Interested Trustee as defined in Subsection (m) and includes an Independent Special Trustee appointed under the provisions of Section 3.08. Whenever a power or discretion is granted exclusively to the Independent Trustee, then any Interested Trustee who is then serving as the Trustee is prohibited from participating in the exercise of the power or discretion. If there is no Independent Trustee then serving, then an Independent Special Trustee may be appointed under the provisions of Section 3.08 to exercise the power or discretion that is exercisable only by the Independent Trustee. (1) Instrument The term this instrument means this trust and includes all trusts created under the terms of this trust. (m) Interested Trustee The term Interested Trustee means a Trustee who: is a transferor or beneficiary; or is related or subordinate to a transferor or beneficiary. For purposes of this Subsection, transferor means a person who transferred property to the trust, including a person whose disclaimer resulted in property passing to the trust. Beneficiary means a person who is or may become eligible to receive income or principal from the trust under the terms of the trust, even if this person has only a remote contingent remainder interest in the trust, but not if the person's only interest is as a potential appointee under a power of appointment. Related or subordinate is used as defined in Internal Revenue Code Section 672(c). Whenever this trust specifically prohibits or limits an Interested Trustee from exercising discretion or performing an act, then any Interested Trustee serving as the Trustee is prohibited from participating in the exercise of that discretion or performance of that act. If there is no Trustee serving who is not an Interested Trustee, then an Independent Special Trustee may be appointed under the provisions of Section 3.08 to exercise the discretion or perform the act. m (n) Internal Revenue Code and Treasury Regulations References to the Internal Revenue Code or to its provisions are to the Internal Revenue Code of 1986, as amended, and any corresponding Treasury Regulations. References to the Treasury Regulations are to the Treasury Regulations under the Internal Revenue Code in effect. If a particular provision of the Internal Revenue Code is renumbered or the Internal Revenue Code is superseded by a subsequent federal tax law, any reference is considered to be made to the renumbered provision or to the corresponding provision of the subsequent law, unless to do so would clearly be contrary to our intent as expressed in this trust. The same rule applies to references to the Treasury Regulations. (o) Legal Representative or Personal Representative As used in this trust document, the term Legal Representative or Personal Representative means a person's guardian, conservator, executor, administrator, Trustee, or any other person or entity representing a person or the person's estate, and whether serving dependently or independently of court supervision. In the case of a minor beneficiary, the beneficiary's parent or another adult with custody of the beneficiary, except for any transferor to a trust created under this instrument, will be considered the beneficiary's Legal Representative for purposes of this trust. (p) Per Stirpes Whenever a distribution is to be made to a person's descendants per stirpes, the distribution will be divided into as many equal shares as there are then -living children and deceased children who left then -living descendants. Each then -living child will receive one share, and the share of each deceased child will be divided among the deceased child's then -living descendants in the same manner. (q) Primary Beneficiary The Primary Beneficiary of a trust created under this trust is that trust's oldest Income Beneficiary, unless some other individual is specifically designated as the Primary Beneficiary of that separate trust. (r) Qualified Retirement Benefits The term qualified retirement plan means a plan qualified under Internal Revenue Code Section 401, an individual retirement arrangement under Section 408 or Section 408A, or a tax-sheltered annuity under Section 403. The term qualified retirement benefits means the amounts held in or distributed pursuant to a plan qualified under Section 401, an individual retirement arrangement under Section 408 or Section 408A, a tax-sheltered annuity under Section 403, or any other benefit subject to the distribution rules of Section 401(a)(9). (s) Shall and May Unless otherwise specifically provided in this trust or by the context In which used, we use the word shall in this trust to impose a duty, command, direct, or require, and the word may to allow or permit, but not require. In the context of the Trustee, when we use the word shall we intend to impose a fiduciary duty on the Trustee. When we use the word may we intend to empower the Trustee to act with the Trustee's sole and absolute discretion unless otherwise stated in this trust. When we use the words may not in reference to the Trustee, we specifically mean the Trustee is not permitted to. (t) Trust The terms this trust, this document, and this trust document refer to this trust and all trusts created under the terms of this trust. (u) Trustee The terms "the Trustee" and "Trustee" refer to the Initial Trustees named in Article One and to any successor, substitute, replacement, or additional person, corporation, or other entity that ever acts as the Trustee of any trust created under the terms of this trust. The term Trustee refers to singular or plural as the context may require. (v) Trust Property The term trust property means all property acquired from any source and held by a Trustee under this trust. Section 17.08 General Provisions and Rules of Construction The following general provisions and rules of construction apply to this trust. (a) Multiple Originals; Validity of Paper or Electronic Copies This trust may be executed in any number of counterparts, each of which will be considered an original. Any person may rely on a paper or electronic copy of this trust that the Trustee certifies to be a true copy as if it were an original. (b) Singular and Plural; Gender Unless the context requires otherwise, singular words may be construed as plural, and plural words may be construed as singular. Words of one gender may be construed as denoting another gender as is appropriate within the context. The word or, when used in a list of more than two items, may function as both a conjunction and a disjunction as the context requires. (c) Headings of Articles, Sections, and Subsections The headings of Articles, Sections, and Subsections used within this trust are included solely for the convenience of the reader. They have no significance in the interpretation or construction of this trust. (d) Governing State Law This trust is governed, construed, and administered according to the laws of Texas, as amended except as to trust property required by law to be governed by the laws of another jurisdiction and unless the situs of administration is changed under Section 17.06. 84 (e) Notices Unless otherwise stated, any notice required under this trust will be in writing. The notice may be personally delivered with proof of delivery to the party requiring notice and will be effective on the date personally delivered. Notice may also be mailed, postage prepaid, by certified mail with return receipt requested to the last known address of the party requiring notice. Mailed notice is effective on the date of the return receipt. If a party giving notice does not receive the return receipt but has proof that he or she mailed the notice, notice will be effective on the date it would normally have been received via certified mail. If the party requiring notice is a minor or incapacitated individual, notice will be given to the parent or Legal Representative. (f) Severability The invalidity or unenforceability of any provision of this trust does not affect the validity or enforceability of any other provision of this trust. If a court of competent jurisdiction determines that any provision is invalid, the remaining provisions of this trust are to be interpreted as if the invalid provision had never been included. Section 17.09 Consideration of Disposition We recognize that the law allows us to dispose of our estates in any way and to any beneficiary or beneficiaries that we wish to leave property to. We have very carefully considered this plan for the disposition of our estates over a period of years. We also recognize and have been fully apprised, and have considered, that there are many other things we could do in our estate planning to, among other things, minimize potential taxes (including estate taxes) and to protect assets from the claims of our creditors and those of our beneficiaries. We recognize that some of those estate planning techniques could both protect assets from creditors' claims and minimize taxes. Those estate planning techniques include, but are not limited to, making gifts (including charitable gifts), using additional trusts in our planning, life insurance planning, rearranging our financial assets to concentrate them in assets exempt from creditors' claims, offshore planning, and the use of partnerships and other entities. We have discussed with our attorney the planning opportunities available to us and we have explicitly declined to pursue them. We fully recognize that we have not taken advantage of every opportunity available to us in our estate planning, including all opportunities to minimize taxes and protect assets from creditors' claims. Our current planning meets our wishes in every respect. 85 We have executed this restated trust on April 5, 2018. This restated trust instrument is effective when signed by us, whether or not now signed by a Trustee. DON H. BIZZELL, Warf(tor and Trustee � L SAMMIE D. BIZZELL, Grantor an stce STATE OF TEXAS COUNTY OF TRAVIS Before me, the undersigned, Notary Public, on this day personally appeared DON H. BIZZELL, as Grantor and as Trustee, and SAMMIE D. BIZZELL, as Grantor and as Trustee, known to me to be the persons whose names are subscribed to the foregoing instrument and acknowledged to me that they executed the same for the purposes and consideration therein expressed. Given under my hand and official seal this day, April 5, 2018. 9:0 ES N• 3ENNETT��' �� Stale t TextNotary Public, State of T xas E'ite 03.07.2025ary iCi '�07913t5 86 Petitioned for ETJ Removal GEORGETOWN BIZZELL FAMILY TRUST s 0 hPr�r,1) µv..S01111 i% / / / / / / / ;rozJ s?� t0n1O1s G,O,O Property C Georgetown ETi City limits _ _ _ _ — — — — — _ — — — — \ po O 300 600 US Feet