Dee A. Replogle, Jr. v. Frank D. Hill

IN THE DISTRICT COURT OF OKLAHOMA COUNTY STATE OF OKLAHOMA IN THE MATTER OF THE ) REFORMATION, MERGER, AND ) CONSOLIDATION OF THE DEE A. ) REPLOGLE GST EXEMPTION ) RESIDUARY TRUST AND THE BETTY ) BOYLE REPLOGLE 2011 FAMILY TRUST ) Case No. ___________ PETITION TO MERGE AND CONSOLIDATE TRUSTS AND TO CONSTRUE AND REFORM TRUST AGREEMENTS AND TO PROVIDE FOR A RESULTING TRUST AGREEMENT FOR THE SURVIVING TRUST Petitioners Dee A. Replogle, Jr., and Frank D. Hill, (collectively, the “Petitioners”), as current co-trustees of the Betty Boyle Replogle Family 2011 Trust (“2011 Family Trust”) and the Dee A. Replogle GST Exemption Residuary Trust (the “DAR GST Exempt Trust”) (collectively, the “Trusts”), allege and state as follows: Jurisdiction and Venue 1. This is an action brought pursuant to the provisions of 60 O.S. § 175.23(A) to request administrative changes to the Trusts by having this Court (i) approve the power and authority of the Petitioners to merge and consolidate the DAR GST Exempt Trust and the 2011 Family Trust, with the DAR GST Exempt Trust as the survivor (the “Surviving Trust”), (ii) construe and reform certain provisions of the respective trust agreements of the Trusts and reform certain provisions of the DAR GST Exempt Trust in order more accurately to reflect the intent and wishes of the settlors of the Trusts, and (iii) approve and declare the trust agreement of the DAR GST Exempt Trust, as revised pursuant to this Petition (the “Amended and Restated DAR GST Exempt Trust Agreement”), to be the trust agreement of the Surviving Trust. 2. The DAR GST Exempt Trust was formed pursuant to the Last Will and Testament of Dee A. Replogle (the “DAR Last Will and Testament”), which following the death of Dee A. Replogle (“Dee”) on March 27, 2006 was duly admitted to probate on May 3, 2006 in the District Court of Oklahoma County, State of Oklahoma, in Case No. PB-2006-422. A true and correct copy of the DAR Last Will and Testament is attached hereto under Tab A. Dee A. Replogle, Jr. and Betty Replogle (“Betty”) were appointed co-trustees of the DAR GST Exempt Trust under the terms of the DAR Last Will and Testament. Applicable provisions of the DAR Last Will and Testament serve as the trust agreement for the DAR GST Exempt Trust (the “DAR GST Exempt Trust Agreement”). Following the death of Betty, Dee A. Replogle, Jr., served as the sole trustee of the DAR GST Exempt Trust until Frank D. Hill was appointed as co-trustee of the DAR GST Exempt Trust on May 1, 2006. Dee A. Replogle, Jr., and Frank D. Hill have served as the co-trustees of the DAR GST Exempt Trust continuously since May 1, 2006. 3. The 2011 Family Trust was formed pursuant to an Irrevocable Trust Agreement (the “Family Trust Agreement”) executed on July 1, 2011, by Betty, as settlor and by Dee A. Replogle, Jr., and Frank D. Hill, as Trustees. Dee A. Replogle, Jr., and Frank D. Hill have served as the co-trustees of the 2011 Family Trust continuously since its creation. A true and correct copy of the Family Trust Agreement is attached hereto under Tab B. 4. Because the DAR GST Exempt Trust and the 2011 Family Trust both benefit the children of Dee and Betty and were intended to work in concert with each other, Dee and Betty are sometimes referred to collectively as the “Settlors” when the context embraces a reference to both trusts. 5. This Court has jurisdiction over the subject matter of this action and has the authority to grant the relief requested herein according to 60 O.S. § 175.23(A). 6. Petitioners are both individuals residing in Oklahoma County, Oklahoma. 7. Therefore, pursuant to 60 O.S. § 175.23(B), venue is proper in the District Court of Oklahoma County. 8. As Trustees of the Trusts, Petitioners have standing to bring this action pursuant to the provisions of 60 O.S. § 175.23(C). The DAR GST Exempt Trust 9. The DAR GST Exempt Trust initially benefitted Dee’s wife, Betty, as the sole current income beneficiary. Betty has a special power of appointment under the trust agreement entitling her to appoint trust assets to Betty’s and Dee’s four children, i.e., Dee A. Replogle, Jr. ("Dee, Jr."), Mary Elizabeth ("Betsy") Replogle, Jamie Replogle Lake ("Jamie"), and Robert C. Replogle ("Robert") (collectively, the "Children"). Paragraph 1.8.1 of the DAR GST Exempt Trust Agreement provides for the DAR GST Exempt Trust to be divided into four trusts upon the death of Betty, with one such trust benefiting each of the Children, all of whom are of adult age. To avoid the costs of administering four separate trusts when Betty died on June 18, 2022, and to simplify administration, the DAR GST Exempt Trust was not divided and, instead, has continued to operate as a single trust for the benefit of the Children. 10. In that regard, Section 1.8.1 of the DAR GST Exempt Trust Agreement contains, inter alia, the following provisions: (a) Provision First of Section 1.8.1 requires the Trustees to hold, administer, and distribute the principal and income of the trust: "for the child of mine for whom the trust is named and identified ("the named child"), as current income beneficiary so long as he shall live." (b) Provision Second of Section 1.2.1 states: After the death of the named child, or if he fails to survive me, then for the descendants, per stirpes, of the named child as current income beneficiaries, so long as any of such descendants shall live, and should there ever be none with respect to said separate trust, then for my descendants, per stirpes, of as current income beneficiaries so long as they shall live. (c) Provision Third of Section 1.8.1 provides that when none of the aforementioned beneficiaries is living, the trust assets of the trust for the named child are to be distributed as follows: When no beneficiary named or designated in provision First or Second shall be living with respect to any separate trust, then the trust estate of such trust shall be distributed to those persons who are the heirs of the named child and are living at the time of distribution. Under the foregoing provisions, heirship shall be determined on the assumption that the named child died immediately prior to distribution and such determination and the proportion to be distributed to each person who is an heir shall be governed by the laws of descent and distribution in effect in Oklahoma at the time of distribution, as such laws are applied to the separate property of a person domiciled in the State of Oklahoma dying intestate. 11. Paragraph 2.3.16(u) of the DAR Last Will and Testament provides that the Trustees shall have the authority, for the benefit of the trust estate, to: (u) consolidate and combine any trust estate or estates created hereunder with any other trust estate or estates created hereunder, or under (i) any other inter vivos trust instrument executed and delivered on or prior to the date of my death, or (ii) any will duly admitted to probate on or prior to the date of my death, executed by me, my spouse or any ancestor of mine in the capacity of trustor or testator, as the case may be, but only to the extent that the trusts to be combined have identical beneficiaries (vested and contingent) and interests to be administered as a single trust for purposes of division, management and distribution; 12. Paragraph 1.10.9 of the DAR Last Will and Testament provides that trusts created under its provisions may continue until "twenty-one years after the death of the survivor of my wife and those of my descendants who are living at the date of my death." Dee was survived by his four children and by two grandchildren, Dee A. Replogle, III and Elizabeth Lake Cagnina (the "Grandchildren"). 13. All descendants of Dee, i.e., his Children and Grandchildren, are currently living and the Children are the sole beneficiaries currently entitled to receive distributions from the DAR GST Exempt Trust. 14. Provision Third of Paragraph 1.8.1. provides that when none of the beneficiaries identified in the preceding Provisions of the paragraph is living, the trust will be distributed to the heirs of the child for whom the trust is named and who are living at the time of distribution. The 2011 Family Trust 15. Section 1.2.1 of Article II of Part One of the Family Trust Agreement requires the Trustees to divide the 2011 Family Trust into four trusts, with one such trust for and benefiting each of Betty's and Dee's four Children and the descendants, per stirpes, of such Children. 16. To avoid the costs of administering four separate trusts, the 2011 Family Trust has not been divided and, instead, has continued to operate as a single trust for the benefit of the Children and their descendants, per stirpes. 17. In that regard, Section 1.2.1 of the 2011 Family Trust Agreement contains, inter alia, the following provisions: (a) Provision First of Section 1.2.1 requires the Trustees to hold, administer, and distribute the principal and income of the trust: "for the child for whom the trust is named and identified ("the named child"), as current income beneficiary so long as such child shall live." (b) Provision Second of Section 1.2.1 states: After the death of the named child, or if the named child fails to survive settlor, then for the descendants, per stirpes, of the named child as current income beneficiaries, so long as any of such descendants shall live, and should there ever be none with respect to said separate trust, then for the descendants, per stirpes, of settlor as current income beneficiaries so long as they shall live; provided, if a "Spouse Beneficiary" has been designated with respect to all or any part of such trust pursuant to the provisions of subparagraph 1.4.3(b), the rights of the Spouse Beneficiary shall continue until the expiration of the designated term for such rights and except as expressly set forth in paragraph 1.4.3(b) the rights of the descendant as current income beneficiary shall be postponed and shall not commence until the expiration of the Spouse Beneficiary's rights. (c) Paragraph (b) of Section 1.4.3 defines a "Spouse Beneficiary" as the spouse of a current income beneficiary who has created a Spouse Beneficiary Trust for the spouse. No such trust has been created and no current income beneficiary of the 2011 Family Trust has any intention of creating such a Spouse Beneficiary Trust. (d) Provision Third of Section 1.2.1 provides that when none of the aforementioned beneficiaries is living, the trust assets of the trust for the named child are to be distributed as follows: When no beneficiary named or designated in provision First or Second and no Spouse Beneficiary shall be living with respect to any separate trust, then the trust estate of such trust shall be distributed to the charitable organization or charitable organizations identified by the named child in his or her last will and testament or, in the absence of such designation, shall be divided into two equal parts and used to fund, in whole or in part, (i) an endowed research professorship at the Oklahoma Medical Research Foundation, in the name of "The Replogle Family," in autoimmune disorders and (ii) an endowed professorship or teaching position at the University of Oklahoma, in the name of "The Replogle Family," for the study and teaching of the history of the American West. To the extent any funds remain in the trust estate following the funding of said two endowed professorships, said remaining funds shall be paid by trustees to the University of Oklahoma Foundation and used as an endowment, in the name of "The Replogle Family," to fund scholarships for academically gifted undergraduate students in the study of American and English literature. 18. Section 2.2.16(u) of the 2011 Family Trust Agreement provides that the trustees of the 2011 Family Trust shall have the authority, for the benefit of the trust estate, to: "(u) consolidate and combine any trust estate or estates created hereunder with any other trust estate or estates created hereunder, or under (i) any other inter vivos trust instrument executed and delivered on or prior to the date first above written, or (ii) any will duly admitted to probate on or prior to the date first above written, executed by settlor, settlor’s spouse or any ancestor of settlor in the capacity of trustor or testator, as the case may be, but only to the extent that the trusts to be combined have identical beneficiaries (vested and contingent) and interests to be administered as a single trust for purposes of division, management and distribution;" 19. Section 1.4.9 of the 2011 Family Trust Agreement provides that trusts created under the Trust Agreement may continue until: … the earlier to occur of (i) the date on which all trust assets have been distributed as provided under the provisions of the trust agreement; or (ii) the end of the last time permitted by any rule against perpetuities or remote vesting, or any other law, applicable to such trust, and, if the trust is terminated pursuant to clause (ii) of the immediately preceding sentence, the properties thereof shall be distributed to the persons then entitled thereto as beneficiaries under the principles described herein." Creation of the Mary Elizabeth Replogle 2023 Trust 20. The Mary Elizabeth Replogle 2023 Trust (the “Betsy Trust”) was formed on January 1, 2023 by Mary Elizabeth Replogle, as settlor, and Dee A. Replogle, Jr., as trustee, for the benefit of its settlor, Betsy. The Betsy Trust was funded with certain properties taken from the 2011 Family Trust. All income from the Betsy Trust is to be distributed exclusively to Betsy during her life. Upon her death, the other then living Children of Dee and Betty, and the descendants of any deceased child, are identified as successor current income beneficiaries. The fair market value of the properties used to fund the Betsy Trust was determined by independent appraisals as of the date of the funding. Because the DAR GST Exempt Trust and the 2011 Family Trust have always been collectively managed and both trusts have made equal contributions to the monthly distributions, and because the distribution made to fund the Betsy Trust was treated as a partial distribution of Betsy’s proportionate share of the two trusts formed by Betty and Dee, the fair market value of the assets used to fund the Betsy Trust was compared with the total values of both the DAR GST Exempt Trust and the 2011 Family Trust on the date of the funding and the “Sharing Ratios”, i.e., the percentages in which the four Children of Dee and Betty Replogle share in distributions from the two Trusts, were adjusted accordingly. Such percentages are currently as follows: Dee A. Replogle, Jr. 27.2% Mary Elizabeth “Betsy” Replogle 18.4% Jamie Replogle Lake 27.2% Robert C. Replogle 27.2% All distributions from the Trusts have been made in accordance with the revised Sharing Ratios since the funding of the Betsy Trust and Betsy has been allocated 100% of the distributions from the Betsy Trust. General Allegations 21. Pursuant to 60 O.S. § 175.23(C), the only necessary parties to a trust action are: (i) the Trustees, (ii) the beneficiaries having a vested interest in the Trusts, and (iii) persons actually receiving distributions from the trust estate. Contingent beneficiaries are not necessary parties to a trust action. See 60 O.S. § 175.23(C). See also Atchison v. Dietrich, 315 P.2d 265, 268 (Okla. 1957) (indicating that mere expectancies or contingent interests in a trust do not constitute vested rights). 22. Dee, Jr., Betsy, Jamie and Robert are currently the only persons entitled to receive distributions of income or principal, including discretionary distributions from the Trusts, and are the only persons currently receiving such distributions. 23. The following parties are therefore the only necessary parties to this action: a. Dee A. Replogle, Jr., Mary Elizabeth Replogle, Jamie Replogle Lake, and Robert C. Replogle, as the sole current beneficiaries of the Trusts; b. Dee A. Replogle, Jr., as a Co-Trustee of the Trusts; and c. Frank D. Hill, as a Co-Trustee of the Trusts. 24. All necessary parties to this action will receive notice of this action and will enter their consents to this Petition on or before the date set to hear this Petition. 25. In construing the terms of a trust agreement, the intention of the settlor of the trust controls. Hurst v. Kravis, 333 P.2d 314, 318 (Okla. 1958). First Prayer for Relief: The Surviving Trust should have a duration equal to the term of the DAR GST Exempt Trust. 26. Paragraph (u) of Paragraph 2.2.16 of the 2011 Family Trust Agreement provides its trustees with the power to merge the 2011 Family Trust with the DAR GST Exempt Trust because the DAR GST Exempt Trust was created under a "will duly admitted to probate on or prior to the date" the 2011 Family Trust was created, provided the trusts to be combined have identical beneficiaries (vested and contingent) and interests and are to be administered as a single trust for purposes of division, management and distribution. 27. Paragraph (u) of Paragraph 2.3.16 of the DAR GST Exempt Trust Agreement contains a similar provision but only provides specific authority for the trustees to merge with a trust which had been created before the DAR GST Exempt Trust was formed. While that provision does not specifically authorize the trustees of the DAR GST Exempt Trust to merge with the 2011 Family Trust, which was created after the DAR GST Exempt Trust was formed, it also doesn't prohibit such a merger. The primary purpose of the provision is to prevent the DAR GST Exempt Trust from using the term of a subsequently formed trust and thus extend the term of the DAR GST Exempt Trust beyond the term permitted by the applicable Rule Against Perpetuities. By providing that the Surviving Trust will have a term equal to the term of the DAR GST Exempt Trust, the problem is avoided. Consequently, Petitioners pray that the Court rule that the permitted duration of the Surviving Trust, and any trust created from it, cannot exceed the permitted duration of the DAR GST Exempt Trust as set forth in the DAR GST Exempt Trust Agreement. Second Prayer for Relief: The provision in the 2011 Family Trust Agreement permitting the creation of a Spousal Trust be eliminated. 28. The 2011 Family Trust permits but does not require a current income beneficiary who is one of the Children to create a Spousal Trust for the benefit of the beneficiary's surviving spouse. No such trust has been created and all current income beneficiaries have stated they have no intention of creating one. Further, the creation of a Spousal Trust would be inconsistent with the overriding intent of Dee and Betty to provide exclusively for their descendants and certain charities. Consequently, Petitioners pray that the Court rule that all provisions relating specifically to the creation of a Spousal Trust not be included in the Amended and Restated DAR GST Exempt Trust Agreement. Third Prayer for Relief. The Court should hold that it was the intention of Settlors for both the DAR GST Exempt Trust and the 2011 Family Trust to have substantially identical contingent beneficiaries. 29. Both Trusts have identical vested beneficiaries and interests but do not have identical contingent beneficiaries. Provision Third of Paragraph 1.8.1 of the trust agreement for the DAR GST Exempt Trust provides that in the absence of any living descendants of Dee A. Replogle, the assets of the trust are to be distributed “to those persons who are the heirs of the named child and are living at the time of distribution.” The trust agreement for the 2011 Family Trust provides for charities to be the beneficiaries of terminating distributions if assets remain in the trust at the time of its termination and no descendant of Dee A. Replogle is then living. At present, both Grandchildren of Dee A. Replogle are living and intend to have additional children. One great grandchild of Dee A. Replogle already exists. It is therefore highly unlikely any assets would ever be distributed from the DAR GST Exempt Trust to the “heirs of a named child,” the default recipients under the above referenced Provision Third, rather than to Dee A. Replogle’s descendants who are the recipients occupying the preferred position in Provision Second of Paragraph 1.8.1. In addition, Petitioners believe that making charities the default beneficiaries of both trusts would be entirely consistent with the wishes and actual intentions of Dee and Betty Replogle, both of whom contributed annually to numerous charities during their lifetimes. Importantly, Dee A. Replogle was one of five children, while Betty Replogle was one of four children, and the couple had four children themselves. Neither Dee nor Betty Replogle ever thought he or she would ever not have living descendants extending over multiple generations and gave almost no consideration to the default provisions of their respective testamentary instrument. The two were extremely close and Petitioners believe the default provision in the trust agreement of the 2011 Family Trust, drafted almost twenty years after the DAR Last Will and Testament and which permits each of the Children to designate one or more charities as the ultimate beneficiaries of his or her trust, better reflects the wishes of the settlors and should continue in the Amended and Restated DAR GST Exempt Trust Agreement and thus govern all default distributions under the Surviving Trust. 30. Petitioners therefore request that the default distribution provisions found in the 2011 Family Trust Agreement remain in the Amended and Restated DAR GST Exempt Trust Agreement, as slightly amended to remove possible ambiguities as set forth in the Amended and Restated DAR GST Exempt Trust Agreement attached hereto as Tab C. Petitioners further request the Court to find that the actual vested and contingent beneficiaries of the DAR GST Exempt Trust and the 2011 Family Trust are substantially identical within the intended meaning of the two Trusts and the Court should hold that the DAR GST Exempt Trust and the 2011 Family Trust can be merged in accordance with their respective trust agreements. Fourth Prayer for Relief: Petitioners pray that the Court find that the trustee provisions set forth in Article I of Part Two of the Amended and Restated DAR GST Exempt Trust Agreement should be included in said Trust Agreement. 31. Section 2.1.1 of the Family Trust Agreement names Jeanie Wetzel as a successor trustee of the 2011 Family Trust. Jeanie Wetzel is deceased. Allison Harvey, an attorney with McAfee & Taft in Oklahoma City, has met and corresponded with the four Children and the two Grandchildren and has their confidence and respect. She is therefore an appropriate choice as a successor co-trustee and is identified as such in Section 2.1.1 of the Amended and Restated DAR GST Exempt Trust Agreement found under Tab C of this Petition. Jamie Replogle Lake and MidFirst Bank of Oklahoma are also named as successor trustees in said Amended and Restated DAR GST Exempt Trust Agreement. The amended and restated Sections 2.1.1 and 2.1.2 also require one-half the trustees of any trust created under the Amended and Restated DAR GST Exempt Trust Agreement to be Independent Trustees. Section 2.2.2 of both the 2011 Family Trust Agreement and Section 2.3.2 of the DAR GST Exempt Trust Agreement prohibit a beneficiary serving as a trustee from making any discretionary distributions on his or her own behalf. The prohibition is continuing in Section 2.2.2 of the Amended and Restated DAR GST Exempt Trust Agreement. The use of an Independent Trustee protects that provision. 32. The remaining changes in Article I of Part Two of the Amended and Restated DAR GST Exempt Trust Agreement clean-up and make consistent other provisions in Article I of Part Two of the 2011 Family Trust Agreement. Petitioners request the Court to find that Article I of Part Two of the Amended and Restated DAR GST Exempt Trust Agreement attached to this Petition under Tab C be declared as accurately stating the intent of settlors said Article I of said Amended and Restated DAR GST Exempt Trust Agreement. Fifth Prayer for Relief: Petitioners pray that the Court find that the proposed merger of the DAR GST Exempt Trust and the 2011 Family Trust is in the best interests of the Trusts and their beneficiaries and order such merger to be made. 33. The merger is in the best interest of the Trusts and their beneficiaries as the Amended and Restated DAR GST Exempt Trust Agreement includes language that, should the needs of a beneficiary require a disproportionate distribution to that beneficiary, the Surviving Trust will be divided proportionately among the Children of Betty and Dee Replogle in accordance with their then Sharing Ratios so that the disproportionate distribution will be made exclusively from the assets of the newly created trust for the recipient beneficiary. The Amended and Restated DAR GST Exempt Trust Agreement also provides for the division of the Surviving Trust, if not previously divided, upon the death of any child of Betty and Dee Replogle, or at such time as Dee A. Replogle, Jr., ceases to be a trustee of the Surviving Trust. The trust estate and the beneficiaries of the Trusts will benefit from the merger of the two trusts through decreased administrative costs including: (i) the requirement to file only one income tax return; (ii) an increase in Trust income resulting from decreased administrative expenses; (iii) a better tracking of the assets of the DAR GST Exempt Trust and the 2011 Family Trusts through the consolidation of the Trusts’ funds; (iv) a decrease in investment risk resulting from more diversification in the investment of Trust assets; and (v) a reduction of brokerage fees by eliminating annual charges to separate accounts maintained for the two Trusts. 34. Therefore, Petitioners pray that the court find: (i) the Trusts contain substantially identical beneficiaries, interests, and trustees; (ii) no valid reason or desire exists on the part of the Children of Dee and Betty Replogle for a trust benefiting a Spousal Beneficiary ever to be created, and that such a creation would violate the objective of using the assets of the Trusts for the exclusive benefit of the descendants of Dee and Betty and named charities or charities selected by each of the Children for the assets of his or her separate trust, and therefore no language permitting the formation of a Spousal Trust should be included in the Amended and Restated DAR GST Exempt Trust Agreement; (iii) each child of Dee and Betty should be permitted but not required to designate a charity or charities to receive, upon the death of the last descendant of Dee and Betty who was living at the time of the creation of the DAR GST Exempt Trust, i.e., at the time of Dee’s death on March 27, 2006, the remaining assets of such child’s separate trust, and such permission and method of designation should be as set forth in the Amended and Restated DAR GST Exempt Trust Agreement of the Surviving Trust attached to this Petition as Tab C; and (v) the merger of the DAR GST Exempt Trust with and into the 2011 Family Trust as the Surviving Trust should be ordered and the Surviving Trust should be administered as a single trust for all purposes, including by way of illustration and not limitation, for purposes of division, management and distribution until the earliest to occur of (i) the first date on which a child of Betty and Dee should die, (ii) a decision is made by the trustees of the Surviving Trust to divide the Surviving Trust, (iii) a disproportionate distribution is about to made to any beneficiary of the Surviving Trust, or (iv) Dee A. Replogle, Jr. ceases to be a trustee of the Surviving Trust; and (vi) the trust agreement of the Surviving Trust should be the Amended and Restated DAR GST Exempt Trust Agreement, as set forth in the form attached as Tab C to this Petition. Requested Relief WHEREFORE, Petitioners pray that, upon this cause coming on for hearing and being heard and considered by the Court, an order of the Court should be entered: A. Making appropriate findings of fact and conclusions of law consistent with the allegations of this Petition; B. The Dee A. Replogle GST Exempt Residuary Trust shall be merged with and into the Betty Boyle Replogle 2011 Family Trust with the Dee A. Replogle GST Exempt Residuary Trust as the Surviving Trust; C. The term of the Surviving Trust will be the term of the DAR GST Exempt Trust as set forth in Paragraph 2.3.16(u) of the Last Will and Testament of Dee A. Replogle; D. The trust agreement of Surviving Trust will be the Amended and Restated DAR GST Exempt Trust Agreement as set forth in Tab C attached to this Petition, which includes, inter alia, (i) the elimination of any provision permitting the creation of a trust for a Spouse Beneficiary, (ii) an expanded right of a child of Betty and Dee to designate a charity as a beneficiary of part or all of the child’s interest in the trust named for the child and created from the Surviving Trust, and (iii) revised and updated trustee provisions. E. Granting to the parties such other legal and equitable relief as they are or may become entitled to herein. DATED this ____ day of ____, 2026. PETITIONERS: Dee A. Replogle, Jr., in his capacity as co-trustee of the Dee A. Replogle GST Exemption Residuary Trust and the Betty Boyle Replogle 2011 Family Trust Frank D. Hill, in his capacity as co-trustee of the Dee A. Replogle GST Exemption Residuary Trust and the Betty Boyle Replogle 2011 Family Trust Susan B. Shields, OBA #15053 Samantha A. Tamura, OBA #35752 McAfee & Taft A Professional Corporation 8th Floor, Two Leadership Square 211 North Robinson Oklahoma City, Oklahoma 73102 Telephone: (405) 235-9621 Facsimile: (405) 235-0439 ATTORNEYS FOR THE PETITIONERS VERIFICATION STATE OF OKLAHOMA ) COUNTY OF OKLAHOMA ) Dee A. Replogle, Jr., being first duly sworn, states that he has read the above and foregoing Petition and the same is true and correct. [Signature] Dee A. Replogle, Jr. SIGNED and SWORN TO before me this 12th day of February 2026. (Seal) [Notary Seal] SAM A M TAMURA NOTARY PUBLIC # 23015318 EXPIRES 11/21/27 STATE OF OKLAHOMA Notary Public My Commission Expires: 11/21/2027 STATE OF OKLAHOMA ) COUNTY OF OKLAHOMA ) Frank D. Hill, being first duly sworn, states that he has read the above and foregoing Petition and the same is true and correct. [Signature] Frank D. Hill SIGNED and SWORN TO before me this 12th day of February 2026. (Seal) [Notary Seal] SAM A M TAMURA NOTARY PUBLIC # 23015318 EXPIRES 11/21/27 STATE OF OKLAHOMA Notary Public My Commission Expires: 11/21/2027 A LAST WILL AND TESTAMENT OF DEE A. REPLOGLE I, DEE A. REPLOGLE, a resident of and domiciled in Oklahoma City, Oklahoma, being of sound and disposing mind, do hereby make, publish and declare this instrument to be my Last Will and Testament, revoking all other wills and testamentary instruments heretofore made by me. PART ONE - DISPOSITIVE PLAN ARTICLE I Declarations 1.1.1 I hereby declare that I am married, that my wife's name is Betty Boyle Replogle, and that I have four children, Dee A. Replogle, Jr., Mary Elizabeth Replogle, Jamie Replogle Lake, and Robert C. Replogle. ARTICLE II Administration and Debts 1.2.1 In addition to such other debts and costs which my personal representatives are required to pay, I authorize them to pay costs of ancillary administration, expenses of my last illness and funeral, and, at their discretion, to pay the cost of a suitable monument at my grave. 1.2.2 My personal representatives are authorized to elect to claim as a deduction for all income tax purposes any items of administration expense which are deductible alternatively for any estate tax purposes, and if my personal representatives elect to do so, no adjustment shall be made between principal and income. 1.2.3 All estate and inheritance taxes, including any interest and penalties assessed with respect thereto, shall be borne by the "residuary estate," as defined in paragraph 1.4.2 hereof, to the full extent thereof and any excess shall be borne by that portion of the "marital estate," as defined in paragraph 1.4.2, that is not allocated any portion of my GST exemption. Notwithstanding the foregoing provisions or any other provision in this instrument to the contrary, if any part of my gross estate for federal estate tax purposes consists of property not passing under this instrument and the value of which is included in my gross estate for federal estate tax purposes (the "included property") my personal representatives shall be entitled to recover from the person holding or receiving the included property the federal estate taxes attributable thereto; provided, in determining whether to exercise such authority consideration should be given to whether any such recovery would include property exempt from tax on generation skipping transfers under Chapter 13 of Subtitle B of the Code. 1.2.4 My personal representatives are authorized to join with my wife in filing joint income and/or gift tax returns for any period for which such a joint return may be filed, and, in my personal representatives' sole discretion, to pay out of my general estate any part or all of the taxes, interest or penalties found to be due with respect to such returns. 1.2.5 If any share of my estate is allocated to one or more separate trusts created hereunder at my death based upon an unused portion of my GST exemption, then it is contemplated that trustees will, and they are hereby authorized to, apply my remaining GST exemption to the properties, or interests therein, allocated to such separate trust or trusts. However, trustees may in their sole and uncontrolled discretion apply my unused GST exemption to any property with respect to which I was the transferor for purposes of Section 2631(a) of the Code. Should trustees apply my GST exemption to property other than portions of my estate, then consideration should be given by the beneficiaries hereunder to the use of the disclaimer provisions provided for by Section 2518 of the Code and by the trustees to the use of their powers of division and consolidation, as herein provided, for the purpose of either deleting or adjusting the share of the trust estate allotted by this instrument to a separate trust based on my GST exemption. 1.2.6 In determining the fractional share of my estate to be allotted to any separate trust hereunder upon my death, values as finally determined for federal estate tax purposes shall control. When distribution is made, there shall be distributed to the trustees of the applicable trust the required fractional share of the trust estate without regard to whether the total value of what is distributed is more or less than the value of such fractional share at the time of determination. It is understood that the computation of such fractional shares as provided for herein may be complex and that errors in computation may result. Trustees shall not be liable for any loss to my estate or to any beneficiary resulting from any error in such computation in the absence of bad faith. ARTICLE III Specific Bequests 1.3.1 I bequeath all of my interest in jewelry, clothing, automobiles, china, glassware, linens, library, works of art, furnishings, yard and gardening equipment, sporting goods, tools, and other tangible personal property of personal use or adornment or of household use or adornment together with the insurance policies which I own covering any such property to my wife if she is living thirty (30) days after my death. If my wife is not living thirty (30) days after my death, then I direct my personal representatives to distribute such items of tangible personal property together with the insurance policies thereon to my then living descendants, per stirpes, in such manner as my personal representatives consider to be proper taking into account the desires of the legatees and my general desire insofar as this type of property is concerned to benefit my children equally and to benefit descendants of deceased children by representation if my wife is not living thirty (30) days after my death. The judgment of my personal representatives in determining the classification of tangible personal property of personal use and adornment and of household use and adornment and in making such distribution shall be final. ARTICLE IV Determination of Marital Estate and Residuary Estate 1.4.1 In the event my wife survives me, the trustees shall determine that fractional share of my estate not previously disposed of herein which is required to obtain the largest possible marital deduction for my gross estate for federal estate tax purposes; provided, if the federal estate tax on my estate may be reduced to zero after taking into account all other items deducted on my federal estate tax return and all applicable credits against the federal estate tax on my estate by a deduction that is less than the largest possible marital deduction, the fractional share shall be determined to produce the lesser deduction. In applying the foregoing provisions (a) Section 4980A of the Code shall be disregarded, and (b) the state death tax credit shall not be applied in any manner which will cause more than the smallest amount of state death succession taxes to be paid. 1.4.2 Upon my death, the portion of my estate determined under paragraph 1.4.1 above is hereinafter referred to as the "marital estate" and my remaining estate, if any, is hereinafter referred to as the "residuary estate." 1.4.3 In the event my wife predeceases me, then there will be no marital estate and the entire residuary estate shall be disposed of according to the provisions of Article VII of Part One hereof. ARTICLE V Betty Boyle Replogle GST Exemption Q-Tip Trust 1.5.1 In the event my wife survives me, trustees shall allot to and hold in a separate trust a fractional share of the marital estate, the numerator of which is (a) my unused GST exemption existing at the date of my death minus (b) the value of the fractional share of the net residuary estate determined to be the GST Exemption Residuary Share under paragraph 1.7.1(a) hereof and the denominator of which is equal to the greater of the numerator or the value of the marital estate. The fractional share provided for in this paragraph shall be set apart as the trust estate of the Betty Boyle Replogle GST Exemption Q-Tip Trust, and shall be a separate trust to be held, managed and distributed for the benefit of the persons and for the purposes hereinafter described in this article. 1.5.2 The above described portion of the trust estate is not intended to be a conditional grant and shall vest in trustees for the benefit of my wife at the moment of my death. 1.5.3 So long as my wife shall live, trustees shall pay to her or use for her benefit, all of the income from the entire trust estate, payable annually or, in trustees' sole discretion, at more frequent intervals. In addition, should such income be deemed by trustees to be insufficient to provide my wife with a maintenance allowance, they shall pay to her such amounts of principal as may be necessary in order to provide her with a maintenance allowance. Trustees are also authorized to distribute such further sums as they, in their sole discretion, shall determine to be in the best interests of my wife. 1.5.4 Upon the death of my wife, the remaining trust estate of the Betty Boyle Replogle GST Exemption Q-Tip Trust shall be treated as if it were a GST Exemption Residuary Share and it shall be paid over and delivered to the trustees of the GST Exemption Residuary Trusts provided for under Article VIII of Part One hereof and shall be administered and disposed of according to the provisions thereof. 1.5.5 Notwithstanding anything in this instrument to the contrary, my wife shall not have any kind, type or description of power of appointment exercisable during her life or at her death, nor shall she have, as trustee hereunder or otherwise, any kind, type, or description of other power to control during her life or at her death the beneficial enjoyment of the Betty Boyle Replogle GST Exemption Q-Tip Trust other than a power to relinquish during her life all or any portion of her income interest in said trust. 1.5.6 No power granted to trustees under this instrument may be exercised to impair the right of my wife to all of the income under the Betty Boyle Replogle GST Exemption Q-Tip Trust, and no provision in this instrument shall be construed to grant any power to trustees, my wife or any other person which would prevent all or any part of the Betty Boyle Replogle GST Exemption Q-Tip Trust from qualifying for the federal estate tax marital deduction if my personal representatives make an election under Section 2056(b) of the Code to qualify all or any part of the Betty Boyle Replogle GST Exemption Q-Tip Trust for the federal estate tax marital deduction. My personal representatives, in their sole discretion, shall determine whether or not to make the election under Section 2056(b) of the Code. Generally, it is my expectation that my personal representatives will elect to minimize any death transfer taxes payable from my estate. Before making such election, however, I would anticipate that some consideration be given to the health and life expectancy of my wife in relation to anticipated death transfer taxes payable from her estate at her death, as well as other factors my personal representatives deem pertinent, including, without limitation, any advantage to be gained from the time use of money if my personal representatives elect to minimize any death transfer taxes payable from my estate. The determination of my personal representatives with respect to the exercise or non-exercise of such election shall be binding and conclusive upon all persons affected thereby, and my personal representatives shall have no liability to anyone with respect to their determination. If the election under Section 2056(b) of the Code is made, then trustees should consider making the election provided for under Section 2652(a)(3) of the Code to treat the property allotted to the Betty Boyle Replogle GST Exemption Q-Tip Trust as if the Section 2056(b) election had not been made. 1.5.7 Trustees shall, upon direction of my wife, take such steps as may reasonably be necessary to cause trust assets which consist substantially of unproductive assets, to become productive or to convert such assets into productive assets, all within a reasonable time, and subject to the requirement that trustees use the degree of judgment and care in the exercise of such power which a prudent man would use if he were the owner of the trust assets; provided, in the event that my wife shall be declared incompetent or shall otherwise be incapable of directing trustees as provided above, trustees shall, to the extent required by their fiduciary responsibilities under applicable state law, or by applicable Treasury Regulations setting forth and construing the requirements for a federal estate tax marital deduction, cause trust assets which consist substantially of unproductive assets, but not including a residence for my wife, or other property for the personal use of my wife, to become productive or to convert such assets into productive assets, all within a reasonable time, and subject to the requirement that trustees use the degree of judgment and care in the exercise of such power which a prudent man would use if he were the owner of the trust assets. ARTICLE VI Betty Boyle Replogle Marital Trust 1.6.1 In the event my wife survives me, the trustees shall allot to and hold in a separate trust that fractional share of the marital estate remaining after the allocation required to be made to the Betty Boyle Replogle GST Exemption Q-Tip Trust. The fractional share provided for in this paragraph shall be set apart as the trust estate of the Betty Boyle Replogle Marital Trust, and shall be a separate trust to be held, managed and distributed for the benefit of the persons and for the purposes hereinafter described in this article. 1.6.2 The above described portion of the trust estate is not intended to be a conditional grant and shall vest in trustees for the benefit of my wife at the moment of my death. 1.6.3 So long as my wife shall live, trustees shall pay to her, or use for her benefit, all of the income from the entire trust estate, payable annually or, in trustees' sole discretion, at more frequent intervals. In addition, should such income be deemed by trustees to be insufficient to provide my wife with a maintenance allowance, they shall pay to her such amounts of principal as may be necessary in order to provide her with a maintenance allowance. Trustees are also authorized to distribute such further sums as they, in their sole discretion, shall determine to be in the best interests of my wife. 1.6.4 My wife shall have the absolute right to appoint by her will the entire remaining principal and undistributed income of this trust free of trust to her estate or in favor of any person or persons, and in such estates and interests as she may determine providing only that such will make specific reference to such power of appointment in exercising it. In default of appointment or if such power shall terminate, the remaining trust estate shall be treated as if it were a Non-Exempt Residuary Share and it shall be paid over and delivered to the trustees of the Non-Exempt Residuary Trusts provided for under Article VIII of Part One hereof and shall be administered and disposed of according to the provisions thereof. 1.6.5 My wife shall also have, during her lifetime, the power to direct at any time and from time to time, the trustees to distribute all or any part of the trust estate to her free of trust. Such direction may be made by written instrument, signed by my wife and delivered to trustees. 1.6.6 No power granted to trustees under this instrument may be exercised to impair the right of my wife to income under the Betty Boyle Replogle Marital Trust, and no provision in this instrument shall be construed to grant any power to trustees which would prevent the Betty Boyle Replogle Marital Trust from qualifying for the federal estate tax marital deduction. 1.6.7 Trustees shall, upon direction of my wife, take such steps as may reasonably be necessary to cause trust assets which consist substantially of unproductive assets, to become productive or to convert such assets into productive assets, all within a reasonable time, and subject to the requirement that trustees use the degree of judgment and care in the exercise of such power which a prudent man would use if he were the owner of the trust assets; provided, in the event that my wife shall be declared incompetent or shall otherwise be incapable of directing trustees as provided above, trustees shall, to the extent required by their fiduciary responsibilities under applicable state law, or by applicable Treasury Regulations setting forth and construing the requirements for a federal estate tax marital deduction, cause trust assets which consist substantially of unproductive assets, but not including a residence for my wife, or other property for the personal use of my wife, to become productive or to convert such assets into productive assets, all within a reasonable time, and subject to the requirement that trustees use the degree of judgment and care in the exercise of such power which a prudent man would use if he were the owner of the trust assets. ARTICLE VII Allocation of Residuary Estate 1.7.1 Upon my death, the residuary estate, less all estate and inheritance taxes, including interest and penalties assessed with respect thereto as provided in paragraph 1.2.3 hereof (the "net residuary estate"), shall be divided and allocated as follows: (a) GST Exemption Residuary Share. In the event any portion of my GST exemption exists at the date of my death, trustees shall determine a fractional share of the net residuary estate, the numerator of which is the lesser of (i) the amount of such remaining portion or (ii) an amount equal to the value of the net residuary estate, and the denominator of which is an amount equal to the value of the net residuary estate. The fractional share determined in accordance with this paragraph is referred to herein as the GST Exemption Residuary Share and it shall be set apart as a separate trust estate or divided and allotted to several separate trusts according to the provisions of Article VIII of this Part One, to be held, managed and distributed by trustees according to the provisions thereof. Any trust created out of the GST Exemption Residuary Share shall be known as a "GST Exemption Residuary Trust." (b) Non-Exempt Residuary Share. That fractional share of the net residuary estate remaining after the GST Exemption Residuary Share has been determined shall be referred to herein as the Non-Exempt Residuary Share and it shall be set apart as a separate trust estate or divided and allotted to several separate trusts according to the provisions of Article VIII of this Part One, to be held, managed and distributed by trustees according to the provisions thereof. Any trust created out of the Non-Exempt Residuary Share shall be known as a "Non-Exempt Residuary Trust." ARTICLE VIII Creation of Separate Trusts and Designation of Current Income Beneficiaries 1.8.1 In the event my wife survives me, trustees shall hold the GST Exemption Residuary Share and the Non-Exempt Residuary Share as separate trusts for my wife as current income beneficiary so long as she shall live. After the death of my wife, or if she fails to survive me, the remaining trust estates of the GST Exemption Residuary Trust and the Non-Exempt Residuary Trust or the GST Exemption Residuary Share and the Non-Exempt Residuary Share, as the case may be, shall be immediately divided by trustees into as many parts of equal value as I have had children born or conceived as of the date of my death (without regard to whether any such child be deceased at such time) and allotted one part each to as many separate trusts as there be parts. Each of the trusts so created shall be separately and respectively named and identified (i) by the name of a child of mine and (ii) a designation as to whether the particular trust is a GST Exemption Residuary Trust or a Non-Exempt Residuary Trust, all in a manner that each such trust will have a different name. Trustees shall hold, manage and distribute the property so allotted to each of the respective separate trusts in accordance with the provisions which follow: First: For the child of mine for whom the trust is named and identified (the "named child"), as current income beneficiary so long as he shall live. Second: After the death of the named child, or if he fails to survive me, then for the descendants, per stirpes, of the named child as current income beneficiaries, so long as any of such descendants shall live, and should there ever be none with respect to said separate trust, then for my descendants, per stirpes, as current income beneficiaries so long as they shall live. Third: When no beneficiary named or designated in provisions First or Second shall be living with respect to any separate trust, then the trust estate of such trust shall be distributed to those persons who are the heirs of the named child and are living at the time of distribution. Under the foregoing provisions, heirship shall be determined on the assumption that the named child died immediately prior to distribution and such determination and the proportion to be distributed to each person who is an heir shall be governed by the laws of descent and distribution in effect in Oklahoma at the time of distribution, as such laws are applicable to the separate personal property of a person domiciled in the State of Oklahoma dying intestate. ARTICLE IX Disclaimers 1.9.1 Disclaimer by My Wife - GST Exemption Q-Tip Trust. In the event that my wife, her personal representative, guardian, or other personal representative of her estate or her agent or attorney so empowered should make a qualified disclaimer or disclaimers as defined in Section 2518(b) of the Code and thereby disclaim her interest in the Betty Boyle Replogle GST Exemption Q-Tip Trust created under Article V of this Part One, or any property therein, any interest so disclaimed shall be distributed to the trustees to be held and administered as a separate trust estate according to the terms, conditions and provisions of the Betty Boyle Replogle Marital Trust provided for under Article VI of Part One. If the disclaimed interest that is allotted to a separate trust is further disclaimed (a double disclaimer), then the interest subject to the double disclaimer shall be held and administered by trustees as a separate trust estate according to the terms, conditions and provisions of the GST Exemption Residuary Trusts created out of the GST Exemption Residuary Share determined under paragraph 1.7.1(a) hereof. The terms, condi- tions and provisions of a trust for a disclaimed interest shall be applied, without limitation, to the division of the trust estate into separate trusts, the determination of the current income beneficiaries (including my wife if she be named as a current income beneficiary), and the management and distribution of each separate trust of a disclaimed interest; provided, notwithstanding anything in this instrument to the contrary, my wife shall not have any kind, type or description of power of appointment exercisable during her life or at her death, nor shall she have, as trustee or otherwise, any kind, type or description of other power to control during her life or at her death the beneficial enjoyment of any separate trust created under this paragraph. 1.9.2 Disclaimer by My Wife - Marital Trust. In the event that my wife, her personal representative, guardian, or other personal representative of her estate or her agent or attorney so empowered should make a qualified disclaimer or disclaimers as defined in Section 2518(b) of the Code and thereby disclaims her interest in the Betty Boyle Replogle Marital Trust or any property therein, any interest so disclaimed shall be distributed to the trustees named herein or their successors, to be held and administered as a separate trust estate according to the terms, conditions and provisions of the Non-Exempt Residuary Trusts created out of the Non-Exempt Residuary Share determined under paragraph 1.7.1(b) hereof. The terms, conditions and provisions of a trust for a disclaimed interest shall be applied, without limitation, to the division of the trust estate into separate trusts, the determination of the current income beneficiaries (including my wife if she be named as a current income beneficiary), and the management and distribution of each separate trust of a disclaimed interest; provided, notwithstanding anything in this instrument to the contrary, my wife shall not have any kind, type or description of power of appointment exercisable during her life or at her death, nor shall she have, as trustee or otherwise, any kind, type or description of other power to control during her life or at her death the beneficial enjoyment of any separate trust created under this paragraph. ARTICLE X Trust Benefits and Duration 1.10.1 All of the terms, provisions and conditions of any trust provided for in Articles VIII and IX of Part One hereof, if in existence, shall be subject to the following provisions unless expressly indicated otherwise. 1.10.2 Unless otherwise specifically directed herein, and unless otherwise directed by the exercise of a power of appoint- ment, trustees of any trust shall from time to time and as often as necessary, pay a maintenance allowance to or for each current income beneficiary from income or principal of the trust or trusts with respect to which such beneficiary is at the time a current income beneficiary, and, in addition to a maintenance allowance, such other and further sums as trustees, in their sole discretion, shall determine to be for the best interest of such beneficiaries. Trustees are authorized in their discretion to pay the expense of last illness and funeral of any current income beneficiary. Any income not distributed shall be accumulated and added to principal. 1.10.3 A current income beneficiary of either or both of a GST Exemption Residuary Trust and a Non-Exempt Residuary Trust shall have a special power of appointment, either (i) by will at his death or (ii) during his lifetime after having reached the age of thirty-five (35) years, to direct trustees to pay and distribute or to continue to hold in trust all or any part of the trust estate or estates with respect to which he is at the time a "current income beneficiary" to or for the benefit of any one or more of my descendants, to such extent and in such manner or proportions, and in such lawful interests or estates, whether absolute or in trust, including spendthrift trusts, as such current income beneficiary may direct. Appointments may be made in favor of any designated descendant, however remote, even though the parent of such descendant is living. In no event, however, shall such appointment be made in favor of the said current income beneficiary, his estate, his creditors, or creditors of his estate, nor shall any appointment be made in such a manner that would relieve or discharge a legal obligation of support of the current income beneficiary possessing such power. 1.10.4 After the death of my wife, a current income beneficiary of a Non-Exempt Residuary Trust shall have a general power of appointment, exercisable by will, to direct trustees to pay and distribute to any person or persons, including such current income beneficiary, his estate, his creditors, and/or creditors of his estate, that portion, and only that portion, of the trust estate of any trust established hereunder, and with respect to which he is a "current income beneficiary" at the time of his death, which, were it not for the existence of such general power of appointment, would be subject to, and would result in the actual payment of, as the result of such beneficiary's death, a generation skipping tax, and with respect to which, as a result of the existence of such power of appointment, no part of any such portion will be subject to a graduated federal estate tax rate which will be equal to or greater than the actual rate of tax which would otherwise be imposed upon such part for purposes of the federal generation skipping tax. For the purposes of making the above comparison of rates of taxation, it shall be assumed that any such portion of the trust estate is in addition to those assets otherwise included in the taxable estate of the current income beneficiary and will accordingly be subject to estate tax rates equal to or in excess of those rates which would otherwise be applicable to such taxable estate but for the operation of this paragraph. 1.10.5 Each power of appointment hereinabove provided for may be exercised only by a current income beneficiary who becomes such by succession of events as provided for in the provisions herein creating the trust over which he is a current income beneficiary and may not be exercised by such person prior to the time he becomes a current income beneficiary. A special power of appointment shall not include the power to give another the power to appoint the property further. In the event that there should be more than one current income beneficiary of any trust, any power of appointment and power to direct distribution may be exercised by each such current income beneficiary only to the extent of the share of such trust estate held for him as current income beneficiary. In exercising any power of appointment granted in this instrument, specific reference to the power of appointment must be made in the will or written instrument signed by the person exercising the power, and such reference must purport to exercise such power. In the event that a power of appointment is not effectively exercised in whole or in part, then, upon the death of the current income beneficiary holding such power, any property which fails to pass by the exercise of such power of appointment shall be held in trust, administered and distributed for the use and benefit of the beneficiary or beneficiaries named with respect to each trust, in the order and preference as provided herein. 1.10.6 Whenever a maintenance allowance or other distribution may be paid from more than one trust, it shall be made from any one or more of the trusts from which it might be paid, as trustees may determine, but only one such maintenance allowance shall be paid. 1.10.7 Upon the exercise of either a special or general power of appointment hereinabove granted which directs payment of certain tuition or medical care constituting a "qualified transfer" for purposes of Section 2503(e) of the Code, payments shall be made in the manner prescribed by Section 2503(e), including, without limitation, the requirement that payments shall be made directly to the educational organization or medical service provider and not to the appointee. 1.10.8 Each trust herein created shall remain in being and the properties thereof held and administered by the trustees until distributed pursuant to the provisions hereof. At any time when there shall be more than one current income beneficiary of any trust, the trustees thereof are authorized to separate the trust into as many parts as there are current income beneficiaries, and to divide such trust into separate trusts having properties or interests in the shares and proportions which are the same as the proportionate rights of the several current income beneficiaries. Moreover, at any time when an exemption from the generation skipping tax is to be allotted to a portion, but less than all, of any trust created hereunder with respect to a current income beneficiary, trustees are authorized and directed to divide his trust into two separate trusts, with one such resulting trust being of sufficient size so that it will, following such allotment and the previous allotment of any other exemptions, have an "inclusion ratio," as defined in Section 2642(a)(1) of the Code, of zero, with the result that "taxable terminations" and/or "taxable distributions" involving property held by such trust will be totally exempt from the generation skipping tax under Section 2601 of the Code, while the other such resulting trust will have an inclusion ratio of one. 1.10.9 If not sooner terminated under the provisions hereof, each trust created under the provisions hereof shall be terminated and the properties thereof shall be distributed to the persons then entitled thereto as current income beneficiaries under the principles described herein, twenty-one (21) years after the death of the survivor of my wife and those of my descendants who are living at the date of my death. ARTICLE XI Powers of Appointment 1.11.1 In the event that I hold any power of appointment at the time of my death, I hereby decline to exercise any power of appointment which in any manner has been granted to me by my wife or by any parent or descendant of mine, and the funds or properties subject to any such power shall not be considered to be a part of my estate for purposes of this will, but I hereby exercise any other power of appointment which I may hold and the property subject to any such power shall be disposed of according to the provisions of this will as though such properties were a part of my estate. PART TWO – ADMINISTRATION ARTICLE I Appointment of my Personal Representatives 2.1.1 I hereby nominate and appoint my son Dee A. Replogle, Jr. and my wife as my independent personal representatives of my estate to serve under this will. In the event either of said individuals should predecease me or survive me and fail to qualify or having qualified should die, resign or for any other reason cease to act as my personal representative, then my daughter Jamie Replogle Lake shall act as a co-independent personal representative with the survivor of the above named individuals. If both my wife and my son Dee A. Replogle, Jr. are unable to act as my personal representative, then my daughter Jamie Replogle Lake shall serve together with my oldest then surviving adult descendant who is willing to serve, as my independent personal representatives, or if only one such individual is willing to serve, then such individual shall serve as my sole personal representative. 2.1.2 It is my direction that, to the extent permitted by law, no other action shall be had in the county or probate court in relation to the settlement of my estate than the probating and recording of my will and the return of an inventory, appraisement and list of claims owing to my estate. My personal representatives shall have, during probate administration, all of the powers herein enumerated for my trustees after probate. I direct that no bond or other security be required of my personal representatives. ARTICLE II Appointment and Succession of Trustees 2.2.1 I hereby appoint my wife and my son Dee A. Replogle, Jr., as co-trustees of each trust created by or pursuant to this will. In the event said Dee A. Replogle, Jr., predeceases me, or survives me and fails to qualify, or having qualified shall die, resign, or for any other reason cease to act as a trustee of a trust created hereunder, then in such event, provided my wife survives me and is then serving as a trustee of such trust, my daughter Jamie Replogle Lake shall serve as a co-trustee of such trust with my wife, or if said Jamie Replogle Lake is not then living or should for any reason fail or cease to serve as a co-trustee, then those of my children who are then living shall all serve as co-trustees with my wife of such trust. Upon the death of my wife, or if she shall not survive me, or having survived me shall fail or cease for any reason to serve as the trustee of a trust created hereunder, all my then living children who are willing and able to serve shall serve as co-trustees of such trust. The provisions set forth in this section relating to the appointment of trustees and successor trustees shall, in all events, be subject to the provisions set forth below in this Article II. 2.2.2 During the lifetime of my wife, she may appoint or remove any trustee or co-trustee and appoint a successor or not appoint a successor, as she may, in her sole and absolute discretion, determine. Following the death of my wife, the trustee of any trust created hereunder may, subject to the proviso subsequently set forth in this sentence, be removed by any then living child of mine, or if no such child is then living or is competent to act, then by at least two of my then living adult descendants; provided, in no event shall any trustee of a trust be removed by any person, whether acting alone or in concert with others, who is then a current income beneficiary of such trust. Moreover, no trustee may be removed unless a majority of the then current income beneficiaries of the affected trust have consented in advance to such removal and to the appointment of a specifically named and identified successor trustee. The trustees effecting any such removal shall, contemporaneously with such action, appoint a successor trustee or co-trustee, as the case may be, who may be a current income beneficiary. 2.2.3 Any individual may resign as trustee and, except in the case of the resignation of a trustee who is also a current income beneficiary of the affected trust, appoint a successor, and any individual trustee who dies while a trustee may appoint his or her successor by will. Any individual trustee may, at any time or times, appoint one or more co-trustees to serve with him. Any individual trustee, other than a trustee who is also a current income beneficiary of the affected trust, may remove any trustee by him named and appointed, and thereupon resume the office or name and appoint another, including a corporate trustee. Any corporate trustee may resign at any time upon the appointment of a successor corporate trustee and upon the acceptance by such successor trustee. 2.2.4 A corporate trustee may be removed by an individual co-trustee, with or without the appointment of a successor corporate trustee. 2.2.5 Wherever provision is made in this Article for removal of a trustee, such removal may be made with or without cause at any time and from time to time without application to any court by the person so authorized to make such removal. 2.2.6 If the office of trustee should become vacant and should not be filled as provided above, such vacancy shall be filled as directed by a majority of the then competent adult beneficiaries who may assume to act, or by any one of them if only one assumes to act. If there be no competent adult beneficiary who assumes to act, then a successor trustee may be appointed by a majority of any beneficiaries' guardians who assume to act, or by one of such guardians if only one assumes to act. 2.2.7 Any resignation, removal, appointment or acceptance of a trustee or trustees may be made by an instrument in writing signed and acknowledged and filed with the books and records of the trust. Any representation by any trustee, or successor trustee or trustees appointed as herein provided, shall be conclusive so far as third persons are concerned as to who the trustee is, or the trustees are, then serving. ARTICLE III Powers of Trustees 2.3.1 With respect to all trusts created by or pursuant to this instrument, the trustees shall be governed by the provisions of this Article. 2.3.2 No beneficiary who is also a trustee may at any time when acting in the capacity of trustee, pay or cause to be paid to or for himself, directly or indirectly, any amount which is in excess of the amount then required to be distributed under the terms of this instrument, and shall make no distributions to or for himself which requires the exercise of discretion. Nor shall a trustee, whether or not a beneficiary, participate in any decision to apply for or maintain insurance on his life or in decisions as to whether principal or income is to be used for the payment of premiums of any such insurance, or have any power to change the beneficial ownership in any such policy or make a determination with respect to making any such distribution, the taking out or maintaining of such insurance or the payment of such premiums or control of any such policy. The trustee or trustees not prohibited from participating in any distribution or decision contemplated by this paragraph shall make each and every determination as to any such distribution or decision. 2.3.3 Trustees are authorized to hold and maintain any real property, or with funds of the trust to purchase and so hold for the use and benefit of any current income beneficiary, a residence or residences suitable to the station in life of such beneficiary, and at such place or places as shall be most suitable for the use of such beneficiary, and, in connection therewith, to purchase and install therein or repair or replace all items of furniture, appliances, fixtures, utensils, equipment and decoration, and other things reasonably expected to be found in such a residence, and to maintain constantly such home as a suitable place for such beneficiary or beneficiaries to live, such residence and all items therein to be and to remain the property of the trust or trusts furnishing funds therefor, and to be subject at all times to the powers and control of trustees. 2.3.4 Trustees are authorized in their discretion to permit any current income beneficiary to possess, use and enjoy, without charge or impeachment for waste, any tangible property, real or personal, of the trust estate. 2.3.5 All bonuses, rentals, royalty, and all other payments received under the terms of oil, gas or other mineral lease, and all proceeds from production under any form of arrangement for the operation of any type of mineral interest held in trust shall be deemed income, and no reserve shall be established for depletion. Otherwise, trustees hereunder are authorized and empowered to allocate receipts and disbursements between principal and income and to allocate items of income and items of deduction in any manner in which they see fit, so that any part of any item may be apportioned to or among the fiduciary and the beneficiary, or each or any of them. By this provision, it is not intended to enlarge or diminish the instructions with respect to the amount to be distributed, but it is intended to authorize the trustees to allocate and determine the type, character and source of funds to be distributed, or of the funds to be retained by the trustees. By way of example, any appropriate tax deduction may be apportioned and allocated in such manner as trustees see fit. 2.3.6 Trustees may terminate any trust created hereunder at any time when, in the judgment of the trustees, the trust estate is too small to justify management as a trust, or the trust otherwise should be terminated. Upon any termination hereunder, the funds and properties of the terminated trust shall be paid and distributed to or for those persons then living who are entitled to such benefit as determined in the order and preference and under the principles above stated. No person whose enjoyment of his rights or benefits hereunder as a contingent beneficiary then depends upon the happening of a contingency, which contingency has not happened at the time, shall be entitled to share in any distribution. The power to terminate may not be exercised by any trustee who, as a beneficiary or otherwise, would share in the property distributed. 2.3.7 The happening of any event or change of conditions affecting the distribution of income or principal of the trust estate shall be binding upon and affect the liability of the trustees only from the time trustees receive written notice or acquire actual knowledge thereof. 2.3.8 Trustees are authorized to determine who is entitled to distributions and amounts thereof, including determination, without court action, of pedigree, heirship and facts and dates of marriage, birth and death, without liability for error in the absence of bad faith. The power and exoneration of trustees herein shall not prohibit any beneficiary from following the assets of the trust estate in the assertion of his rights. 2.3.9 If a beneficiary be under a legal, physical or mental disability, or be, in trustees' opinion, incapable of handling funds on account of illness, injury or infirmity of any kind at a time when principal or income be payable to him or for his benefit, trustees, in their discretion, may make such disbursements to the natural, testamentary, or appointed guardian of such beneficiary's person, or to the guardian of his estate, or to the person with whom he shall then reside, or to the person furnishing all or any part of his support or education, or to such beneficiary directly, should trustees despite his legal disability, deem him capable of handling same. Any appointed guardian specified above shall be one appointed by a court of competent jurisdiction of the State of Oklahoma, or of any other state. All payments made pursuant to the terms of this paragraph shall be an acquittance to trustees to the extent of the amount so paid. For the purposes of this paragraph, coverture shall not be regarded as a disability. 2.3.10 Although trustees should seek to avoid discretionary distributions of accumulated income which would result in the loss of tax credits (otherwise available with respect to distributions) by reason of the application of Section 667(c) of the Code, they shall have no liability even if a distribution of accumulated income results in the loss of credits for taxes paid by any trust created hereunder on income accumulated in prior years. 2.3.11 In any case in which trustees are required to divide the principal or income of the trust estates created hereby into parts or shares, or to distribute the same, they are authorized to make the same in cash or in kind, or partly in cash or partly in kind, and when in kind at values, including the amount and value of equalizing payments, to be determined by trustees and in event of a distribution to two or more beneficiaries, likewise to partition such estates among them, and to determine what property or items of property shall constitute each share to be distributed, or to distribute to them undivided interests in one or more items of property, or to sell all or part of the estate subject to distribution and distribute the net proceeds of such sale or sales, and every such determination, division or distribution shall be conclusive upon all parties at any time interested hereunder. 2.3.12 Trustees are authorized to employ attorneys, accountants and agents in the exercise of their duties, and to apply to the court for instructions on any question that may arise, even though such question may involve a discretionary power or duty of the trustees. 2.3.13 In the event any of the property which is or may become a part of the assets of a trust is situated in any other state or states than the State of Oklahoma, in which trustees are not qualified to act as trustees, trustees are empowered to name an individual or corporate trustee qualified to act in such states in connection with the property situated in that state as trustee of such property and require such security as may be designated by trustees. The trustee so appointed shall have all such rights, powers, discretions and duties as are delegated to it by trustees but shall exercise the same subject to such limitations or further directions of trustees as shall be specified in the instrument evidencing its appointment. Such trustee shall be answerable to the trustees herein appointed for all moneys, assets and other property which may be received by it in connection with the administration of such property. Trustees hereunder may remove such ancillary trustee and appoint a successor at any time or from time to time as to any or all of the assets. 2.3.14 If and when trustees be in good faith in doubt as to the proper construction, interpretation or operation of this instrument, or the application, interpretation or construction of the Oklahoma Trust Act, or as to any other or additional matter involving the administration of a trust or the rights of any beneficiary thereof, trustees are hereby authorized to resolve such doubts in such manner as they shall deem equitable and proper, the intention being thus to avoid suits for construction or instructions, to the fullest extent possible. All decisions and actions of trustees in the exercise and discretion of power vested in them by the provisions of this paragraph shall, in the absence of bad faith, be conclusive on all persons ever interested in any trust hereunder. 2.3.15 Notwithstanding anything contained in this instrument to the contrary, in the event trustees receive funds or properties from any profit sharing plan, pension plan or other retirement plan, which are not included in my gross estate for federal or state death succession tax purposes, trustees shall be prohibited from using any of such funds or properties to discharge any debt of mine or any other kind, type or description of tax liability, claim or obligation existing or arising against my estate. 2.3.16 Trustees shall have the authority, for the benefit of the trust estate, to do or perform any act with respect to the properties thereof which could be done pursuant to or under the Oklahoma Trust Act, as now enacted or as later amended, or by any absolute owner thereof. In addition, trustees shall have the authority to make any election affecting the trust estate of any trust created hereunder which they are entitled to make under the Code, and the decision of whether or not to make any such election shall be determined by them in their sole and absolute discretion and they shall have no liability to any party with respect to any such decision. Any investment in corporate stock or bonds, or any business association, will not be deemed to be improper for the reason that any trustee may own stocks or bonds of the same corporation, or have any interest in the business association, or be employed in any capacity by such corporation or business association. Without limitation of the general powers of trustees provided for in the foregoing provisions, trustees are hereby authorized and empowered to: (a) purchase, sell, own, hold, manage, mortgage, pledge, invest in, and otherwise deal with or in property, real, personal or mixed, tangible or intangible, and wherever located, upon such terms as they see fit and without restriction of any kind whatever; (b) convey, mortgage, assign or lease any such property or part thereof, with or without warranty of title, including specific authority to enter into valid and binding oil, gas, and other mineral leases, unitization, pooling and repressurization agreements and other contracts or mortgages, the terms of which may commence in futuro or extend beyond the termination of a trust created hereunder, or to grant to a lessee an option, exercisable during or at the termination of the lease, or any extension thereof, to purchase the leased property; and to execute and deliver any agreement or instrument pertaining to the development, production, conservation, processing, or sale of oil, gas and other minerals; (c) alter, reconstruct or wreck and remove improvements on real estate held in trust hereunder, and may build new improvements thereon; (d) vote any stock held by them in person or by proxy without liability; (e) hold real estate or stock or any other property in the name of any nominee or agent selected by them and authorize and empower any trustee serving hereunder or any nominee or agent of trustees, to execute and deliver, on behalf of all the trustees, any deed, mortgage, lease, assignment, check, note or any other instrument in connection with the trust estate; (f) contract for and on behalf of the trusts in any way they see fit; (g) compromise, contest or arbitrate any and all claims of or against the trust estate, or the trustees as such; (h) abandon any property deemed by them to be burdensome or valueless; (i) pay calls, assessments and any other sums chargeable or accrued against or on account of shares of stock or other securities in the hands of the trustee; (j) sell or exercise stock subscription or conversion rights, participate in foreclosures, reorganizations, consolidations, mergers, liquidations, pooling agreements and voting trusts; (k) take out and maintain on the life of any beneficiary or any trustee of any trust, life insurance or any other kind or kinds of insurance, for the benefit of the beneficiary or beneficiaries, or the trust estate, in such amount as the trustees in their uncontrolled discretion shall deem advisable; (l) pay any and all premiums or other charges on any such insurance out of the trust for the benefit thereof, or pay premiums out of the trust on life insurance policies where the proceeds of such policies are payable directly or indirectly to trustees or the beneficiaries of the trust, whether or not trustees own such policies; (m) pay out of the trust estate all expenses or costs of every kind or character incurred in performing the duties of trustee; (n) execute and deliver any deed or other instrument deemed by them to be necessary and proper in the exercise of any power herein granted; (o) manage, invest and deal with the properties of the trusts herein created, as one or more common funds, so far as the investment and management are concerned, and to deal with or distribute the portions to the separate trusts as undivided interests, or to divide the same in kind, all in proportion to the investments for each of the separate trusts; (p) protect, conserve and operate, either solely or in conjunction with the others, any business operation, partnership, joint venture or other enterprise of any nature transferred to trustees hereby in such a manner as the trustees may deem proper, with full power to incorporate such business or to execute or join in any plan of refinancing, merger, consolidation or reorganization thereof, with full power to borrow money as trustees deem advisable for the purposes thereof and with authority to hire such employees and agents as are reasonably necessary to operate such business, it being my intention that trustees shall, in their discretion, be able to manage and operate such business exactly as I could do and without liability for any losses incurred therein except those arising from bad faith or negligence; (q) retain either permanently or temporarily any property, business investments or securities of any nature hereby transferred in trust or acquired by any predecessor trustee, without liability to the trust estate for any loss thereto which occurs by reason of such retention, including, but not be limited to, any stock in any bank which is or may become a trustee hereunder; (r) participate or invest in any common trust fund for the benefit of the trust estate; (s) borrow money, including the use of margin accounts, and secure payment of such indebtedness in such manner as they shall deem proper; and no lender shall be required to see to the propriety of trustees' action in borrowing or to the use of the money borrowed; (t) purchase and sell option contracts which give the trustees or another the option to buy or sell, at a future time, any stock or security of any company; (u) consolidate and combine any trust estate or estates created hereunder with any other trust estate or estates created hereunder, or under (i) any other inter vivos trust instrument executed and delivered on or prior to the date of my death, or (ii) any will duly admitted to probate on or prior to the date of my death, executed by me, my spouse or any ancestor of mine in the capacity of trustor or testator, as the case may be, but only to the extent that the trusts to be combined have identical beneficiaries (vested and contingent) and interests to be administered as a single trust for purposes of division, management and distribution; (v) make elections or exercise options of any kind permitted with respect to life insurance policies or the settle- ment, receipt or other disposition of funds or other property derived from any qualified or nonqualified plan or arrangement of deferred compensation or earned income; and (w) purchase assets or borrow money from, sell assets or lend money to any person, including without limitation from or to the executor, administrator, or testamentary trustee of any beneficiary of any trust created hereby or pursuant hereto; provided, that any such purchase, sale or loan is made for the benefit of the trust and any such purchase is on the basis of the fair value of the property and any loan is adequately secured by property on the basis of its fair value; provided further, that trustees shall incur no liability as the result of such a sale, purchase or loan, or for the retention of such an investment, although such sale, purchase or loan, may not be an investment or transaction of the character prescribed by law for the investment of other trust funds, although such a transaction may result in a large percentage of the trust estate being invested in one class of property, and although the trustees may be trustee of both trusts to the transaction, or a trustee may be an executor or administrator of the estate which may be party to the transaction. 2.3.17 Pursuant to the provisions of Title 60, Section 175.21 of the Oklahoma Compiled Statutes of 1981, trustees shall be relieved from all of the duties, restrictions and liabilities imposed by Section 175.1 through 175.53 of Title 60 of the Oklahoma Compiled Statutes of 1981, as now enacted or as later amended; and specifically without limiting this general relief from duties, restrictions and liabilities, trustees shall, to the extent permitted by law, be relieved of those duties, restrictions and liabilities imposed by Sections 175.9, 175.11, 175.12, and 175.13 of Title 60 of the Oklahoma Compiled Statutes of 1981, as now enacted or as later amended. ARTICLE IV Spendthrift Trusts 2.4.1 To the full extent permitted by law, each trust which is created pursuant to the provisions of this instrument shall be a spendthrift trust and is to be governed, construed and administered according to Oklahoma law, and shall continue to be so governed, construed and administered even though administered elsewhere in the United States, or abroad. The interest of the beneficiary in the income and principal thereof shall not be subject to assignment, sale, mortgage, pledge or anticipation in any way, or any voluntary or involuntary alienation, garnishment, attachment, execution or process of any court, except that the interest of any beneficiary may be assigned to any other beneficiary or any trust created by or pursuant to this instrument. PART THREE - GENERAL PROVISIONS ARTICLE I Definitions and Directions 3.1.1 Unless the contrary be clearly expressed, or shown by context, the following definitions and directions shall apply throughout this instrument: 3.1.2 "My wife" or a similar or equivalent expression shall mean my present wife, Betty Boyle Replogle. 3.1.3 "Descendants" shall mean all those persons who are in a direct line of descent from a particular person named or referred to and lawfully related to that person by consanguinity or adoption. 3.1.4 Whenever provision is made for the benefit of the descendants, per stirpes, of a named or designated person, it is made with the intention and purpose of providing for descendants equally under the principles of representation in an indefinite line of succession. Upon the death of any beneficiary, the share formerly held for such beneficiary is to be held and distributed for the descendants of such beneficiary per stirpes and not per capita, so long as any such descendants shall survive, and such share shall not inure to the benefit of the surviving members of the group of which such descendant beneficiary was a member except to the extent that a different intention is clearly expressed herein. 3.1.5 "Children" shall mean descendants, as hereinabove defined, related in the manner therein required, in the first degree, to the particular person named or referred to. 3.1.6 Any child adopted in the manner prescribed by the statutes of the state where the adoption occurred, or occurs, and the descendants of such adopted child, shall be considered and treated as the descendants of the parent who adopted such child and of the ancestors of such parent, provided, only, that the fact of such adoption shall be evidenced by writing signed by such parent or by a decree or certificate made and executed by a judge, court or other governmental body or agency having jurisdiction with respect thereto. Further, for the purposes of this instrument, the adopted child, and his descendants, shall be considered for all purposes as the descendants of the adopting parent, but such adopted child and his descendants shall not be considered descendants of the adopted child's natural parents, except where a child is adopted by a spouse of one of his natural parents, in which case such child and his descendants shall be considered to be the descendants of such natural parent as well as the descendants of the adopting parent. 3.1.7 "Maintenance allowance" shall mean such sums of money as shall be necessary to provide maintenance, support and education in the manner to which the beneficiary has been accustomed to the extent that funds for such purposes are not readily available to such beneficiary from other sources. Trustees are advised to be liberal in the application of such standard and to take into account the difficulties, disadvantages, financial embarrassment and loss which might be incident to the use of other funds available to the beneficiary. The objective of preserving principal for distribution to future beneficiaries shall be secondary in importance to the objective of providing full support and maintenance to the current beneficiary entitled thereto. 3.1.8 "Maintenance" and "support" shall include, but not be limited to, any and all kinds of care, therapy and hospitalization incident to any physical, mental or nervous disorder, ailment or injury of a beneficiary. 3.1.9 "Education" shall include that afforded by primary and secondary schools, college, professional, vocational, business or graduate school. 3.1.10 "Current income beneficiary" is, with respect to each trust, a person who at the time in question would be entitled to a maintenance allowance if the need therefor existed, whether or not the need therefor actually exists. 3.1.11 "Trust estate" in provisions respecting its distribution or its division into parts or shares for purposes of distribution or subdivision, shall include principal and income, both accrued and uncollected and collected and on hand. 3.1.12 All references herein to "trustee" or "trustees" shall, where appropriate, be deemed to include either or both of a corporate trustee and individual trustee. 3.1.13 "Individual trustee" shall mean and include any natural person becoming a trustee or co-trustee hereunder, and his successors. 3.1.14 "Corporate trustee" shall mean and include any bank or trust company becoming a trustee or co-trustee hereunder, and their successors; provided, any bank corporation or banking association shall possess trust powers and have a paid-in capital of at least $10,000,000, and any trust company shall possess trust powers and have a paid-in capital of at least $2,500,000. 3.1.15 "My personal representative" shall, where appropriate, mean and include the executor or executrix of my estate, the administrator or administratrix with will annexed of my estate, or any other kind, type or description of personal representative of my estate to include, without limitation, an "executor" as defined in Section 2203 of the Code, and any successor personal representative appointed to succeed a previously appointed personal representative. 3.1.16 If my personal representatives in good faith decide that there is uncertainty as to the inclusion of particular property in my gross estate for Federal estate tax purposes, they shall exclude such property from my gross estate in the estate tax return. My personal representatives shall not be personally liable for any loss to my estate, or to any beneficiary or beneficiaries resulting from their decision made in good faith that there is uncertainty as to the inclusion of that particular property in my gross estate. 3.1.17 "Code" shall mean the Internal Revenue Code of 1986, as amended, and when any particular section of the Code is cited, the citation shall include any corresponding or substantially similar provision of any successor statute. 3.1.18 "Generation skipping transfer" shall mean any of a "taxable distribution," "taxable termination" and a "direct skip," all as defined in Section 2611 of the Code. 3.1.19 "GST exemption" shall mean the GST exemption described in Section 2631(a) of the Code. 3.1.20 A "GST Exemption Residuary Trust" is a trust created by or pursuant to this instrument that has an "inclusion ratio," as defined in Section 2462(a)(1) of the Code, of zero as a result of having been allotted a portion of my GST exemption and a "Non-Exempt Residuary Trust" is a trust created by or pursuant to this instrument that has an "inclusion ratio" of one. 3.1.21 Wherever a word or term defined above, or a pronoun in lieu thereof, is used herein in plural form, but there be only one person within the scope of the definition, such word or term, or pronoun used in lieu thereof, though in plural form, shall have a singular meaning. Conversely, wherever a word or term defined above, or a pronoun in lieu thereof, is used herein in a singular form, but there is more than one person within the scope of the definition, such word or term, or pronoun used in lieu thereof, though used in a singular form, shall have a plural meaning. In addition, wherever such a pronoun be in a masculine form, whether singular or plural, and there be one or more females, and one or more, or no males within the scope of the definition in lieu of which the pronoun is used, the masculine form so used shall either include or have, as the case may be, the feminine meaning. Conversely, wherever such pronoun be in a feminine form, whether singular or plural, and there be one or more males, and one or more, or no females within the scope of the definition in lieu of which the pronoun is used, the feminine form so used shall either include or have, as the case may be, the masculine meaning. ARTICLE II Invalid Provisions 3.2.1 In the event any provision of this instrument is adjudged to be invalid or void for any reason, such invalid or void provision shall not affect the whole of this instrument, but the balance of the provisions hereof will remain operative, to be carried into effect insofar as legally possible. ARTICLE III Perpetuities 3.3.1 If any provision herein shall violate any rule against perpetuities, or rule governing the suspension of power of alienation or the duration of trusts, it shall not invalidate any trust herein created, but each trust shall continue for the time permitted by law, and upon termination, the trust estate of each trust shall be distributed to the current income beneficiary thereof. ARTICLE IV Bond - Care - Accounting - Compensation 3.4.1 The trustees shall be obligated to exercise only ordinary care in the performance of their duties hereunder, and no bond shall be required of the trustees. The trustees are hereby relieved to the full extent permitted by law from any and all the restrictions and liabilities with respect to the investment of funds imposed upon trustees by the law of the state in which the properties may be situated, or the law of any other state applicable. 3.4.2 Trustees shall not be required to report to any court; provided, however, that nothing in this instrument shall be construed as limiting or otherwise affecting the jurisdiction of a court of equity with respect to any trust created pursuant to this instrument, where the aid of such court is sought by a trustee or beneficiary for or with respect to the interpretation and construction of this instrument, the enforcement of the obligations of trustees, or enforcement of the right of beneficiaries to require trustees from time to time to render an accounting with respect to the trust estates. 3.4.3 Any accounting by a trustee whether or not associated with resignation of a trustee, shall be binding upon all present or future beneficiaries if such accounting is approved by the current income beneficiary, or by all current income beneficiaries if there be more than one, of the trust involved. 3.4.4 Trustees shall be reimbursed for expenses incurred in the management of the trust estate and shall receive reasonable and customary compensation for services. Any trustee may, however, waive the right to compensation. ARTICLE V Transfers to the Trust Estate 3.5.1 Any person or corporation, whether or not a beneficiary, may transfer any property of any kind or character to the trustees of any trust created hereby or pursuant hereto, and, if accepted by them, the property so transferred or conveyed shall be and become a part of the designated trust or trusts exactly as though it had been specifically described in and assigned and transferred to the trustees in this instrument, and said property and all income, proceeds or accruals thereof shall be included in the term trust estate of the trust or trusts designated in any such transfer. ARTICLE VI Renunciation by my Wife 3.6.1 In the event that my wife should renounce this will and elect to take instead her individual share allowed by law, then all of the benefits provided for her by this will shall cease, and any estate and each trust created under my will shall be held, managed and distributed as directed herein as if my wife had predeceased me. Neither this provision nor any such renunciation shall prevent my wife from acting as my personal representative or as a trustee hereunder. ARTICLE VII Support During Probate Administration 3.7.1 The several trusts herein provided for are support trusts and I desire that, to the extent possible, distributions to the several beneficiaries be made by the trustees. I recognize that probate administration will be necessary and that actions of my personal representatives will be subject to the directions of the court, but I express the desire that my personal representatives shall, as soon as it may be done, distribute to the trusts properties which will not be required for the payment of specific bequests, debts, taxes or administration expenses. ARTICLE VIII Presumption of Survivorship 3.8.1 Whenever it is provided in this instrument that any property shall go to any person upon the condition that my wife be living at the time of my death or that my wife shall survive me, or words to that effect, and if my wife should die in a disaster which also causes my death, or if my wife and I should die under such circumstances that it is doubtful which of us died first, then it shall be presumed that my wife predeceased me and said property shall in such event go and vest in the same manner as if my wife had predeceased me. ARTICLE IX Authentication of Instruments 3.9.1 To the same extent as if it were the original, anyone may rely upon a copy certified by a notary public to be an identical copy of this instrument and of the writings, if any, endorsed hereon or attached hereto. Anyone may rely upon any statement of facts, certified by anyone who appears from the original document and of writings, if any, endorsed hereon or attached hereto, or a certified copy thereof, to be a trustee hereunder. 3.9.2 Every deed, mortgage, lease, assignment, check, note or any other instrument executed by any trustee or any nominee or agent of the trustees in connection with the trust estate, shall be conclusive evidence in favor of every person relying upon or claiming under any such instrument (i) that at the time of the delivery thereof, the trust or trusts created by this instrument was or were, as the case may be, in full force and effect, (ii) that such instrument was executed in accordance with the terms, conditions and limitations contained herein or some amendment hereto and is binding upon all beneficiaries hereunder, and (iii) that said trustee or nominee was duly and properly authorized and empowered by all the trustees to execute and deliver, on behalf of all the trustees, such instrument. IN WITNESS WHEREOF, I, DEE A. REPLOGLE, hereunto sign my name on this thirty (30) and last page, having signed my initials at the bottom of each of the preceding twenty-nine (29) pages hereof, all in the presence of the undersigned, who witnessed the same at my request, at Oklahoma City, Oklahoma, this 12th day of February, 1992. [signature] DEE A. REPLOGLE, Testator SUBSCRIBED by DEE A. REPLOGLE in the presence of each of us, the undersigned, and at the same time declared by him to us to be his Last Will and Testament, and we thereupon, at the request of the said DEE A. REPLOGLE, in his presence and in the presence of each other, sign our names hereto as witnesses, and do hereby certify that DEE A. REPLOGLE is at this time of sound and disposing mind this 12th day of February, 1992. Witness Witness Witness STATE OF OKLAHOMA ) COUNTY OF OKLAHOMA ) Before me, the undersigned authority, on this day personally appeared DEE A. REPLOGLE, Philip D. Hart; John E. Saigent, Jr., and David J. Ketelsammer, known to me to be the Testator and the witnesses respectively, whose names are subscribed to the annexed or foregoing instrument in their respective capacities, and, all of said persons being by me first duly sworn, said DEE A. REPLOGLE declared to me and to the said witnesses in my presence that said instrument is his Last Will and Testament, and that he had willingly made and executed it as his free and voluntary act and deed for the purposes therein expressed; and the said witnesses, each on his oath stated to me, in the presence and hearing of the said DEE A. REPLOGLE, that the said DEE A. REPLOGLE had declared to them that said instrument is his Last Will and Testament, and that he executed the same as such and wanted each of them to sign it as a witness; and upon their oaths each witness stated further that they did sign the same as witnesses in the presence of the said DEE A. REPLOGLE and at his request and that the said DEE A. REPLOGLE was at that time eighteen years of age or over and was of sound mind. DEE A. REPLOGLE, Testator Witness Witness Witness Subscribed and acknowledged before me by the said DEE A. REPLOGLE, Testator, and subscribed and sworn before me by the said PHILIP D HART, JOHN E SALGENT, JR., and DAVID G. KETTOSIEGER, witnesses, this 12th day of February, 1992. My commission expires: 2-14-95 Notary Public B Betty Boyle Replogle Family 2011 Trust IRREVOCABLE TRUST AGREEMENT THIS IRREVOCABLE TRUST AGREEMENT is made and entered into this 1st day of July, 2011, by and between, Betty Boyle Replogle, of Oklahoma City, Oklahoma, hereinafter called "settlor," and Dee A. Replogle, Jr., of Oklahoma City, Oklahoma and Frank D. Hill of Oklahoma City, Oklahoma, and their successors, hereinafter called “trustees." WITNESSETH: WHEREAS, settlor desires to grant, bargain, sell, convey, assign, transfer, set over and deliver to trustees all that certain property described in Exhibit “A” attached hereto and made a part hereof, such property to be held by trustees pursuant to this agreement; and WHEREAS, settlor or others may hereafter from time to time assign and deliver to trustees additional property, and settlor may devise and bequeath property to trustees; NOW, THEREFORE, settlor hereby grants, bargains, sells, conveys, assigns, transfers, sets over and delivers to trustees all that certain property described in Exhibit “A” hereto attached and trustees agree to hold such property and any other property hereafter transferred, devised or bequeathed to them, as trustees hereunder, by settlor or others, together with the income therefrom, in trust, without bond, according and upon the terms and conditions hereinafter set forth: PART ONE - DISPOSITIVE PLAN ARTICLE I General 1.1.1 Name. The trust initially created by settlor under this Trust Agreement shall be known as the “Betty Boyle Replogle Family 2011 Trust,” and the trusts subsequently created from the trust estate of said initial trust shall be collectively referred to as the “Betty Boyle Replogle Family 2011 Trusts.” 1.1.2 Property Contributed. The property described in Exhibit “A” attached hereto, together with any additions thereto made by settlor or others, whether inter vivos or by will, shall hereinafter sometimes be referred to as the “trust estate.” 1.1.3 Precatory Expressions. This trust agreement has been drafted to provide the trustees with significant flexibility and discretion to deal with various circumstances applicable to the beneficiaries of the trusts over the years during settlor’s lifetime and after the death of settlor. Settlor intends that the trusts created hereunder provide loving financial support for her children and grandchildren and their descendants; however, trust distributions should not serve as a disincentive to a beneficiary’s motivation to provide for his or her own needs in life or to be a productive member of society nor should they encourage indolent, unproductive, or improper behavior. From time to time settlor may prepare estate planning memos, which she will date and sign, setting forth her goals and objectives concerning the use of money and capital as a means of providing for the happiness and welfare of her children and their descendants. These memoranda will be precatory expressions of settlor's desires and wishes and trustees are encouraged to be guided by them in their administration of the trusts created hereunder. 1.1.4 Initial Trust Beneficiaries. Subject to the withdrawal rights of specified beneficiaries described in Article III of Part One of this agreement, settlor is creating this trust for the initial benefit of her children, Dee A. Replogle, Jr., Mary Elizabeth Replogle, Jamie Replogle Lake, and Robert C. Replogle. Settlor intends to apply a portion of her GST Exemption to all transfers made by her to trustees hereunder to the extent available. 1.1.5 Allocations to GST Exempt and Non-Exempt Shares. The property described in Exhibit A, together with any additions to the trust estate made by settlor or others (the "transferred property") shall, subject to (i) the withdrawal rights specified in Article III of Part One and (ii) any specific instructions made by settlor or others in connection with future additions to the trust or trusts created under this instrument, be divided and allocated as follows: (a) GST Exempt Share. If a portion of settlor's GST exemption is applied to the transferred property or any portion thereof (the "GST Exempt Share"), then the GST Exempt Share shall be divided and allotted in accordance with the provisions of Article II of this Part One, to be held, managed, and distributed by trustees according to the provisions thereof. Any trust created out of the GST Exempt Share shall be known as a "GST Exempt Trust." (b) Non-Exempt Share. The balance of the transferred property, if any (the "Non-Exempt Share"), shall be allotted in accordance with the provisions of Article II of this Part One, to be held, managed and distributed by trustees according to the provisions thereof. Any trust created out of the Non-Exempt Share shall be known as a "Non-Exempt Trust." ARTICLE II Betty Boyle Replogle Family 2011 Trusts 1.2.1 Division of Trust Estate. Settlor is creating this trust for the initial benefit of her children. So long as settlor is living, trustees shall hold Exempt and Non-Exempt shares as two shares of a single trust estate, and each child of settlor shall be a current income beneficiary of the trust and shall be entitled to receive such additional discretionary distributions as the Independent Trustees, in their sole and absolute discretion, shall determine to be appropriate. Provided, any discretionary distributions shall be made equally to the children of settlor during settlor's life. In the event of the death of any child of settlor during the life of settlor, the descendants of the deceased child shall share in any discretionary distributions, on a per stirpes basis, which would otherwise have been made to the deceased child. Upon settlor's death, trustees shall immediately divide the trust estate of the trust comprised of the GST Exempt Share into four parts of equal value, without regard to whether any child of settlor is deceased, and shall immediately divide the trust estate of the trust comprised of the Non-Exempt Share, if any, into four parts of equal value, without regard to whether any child of settlor is deceased. Each such part shall constitute a separate trust, with each child of settlor having a separate trust created from the division of the GST Exempt Share and from the division of the Non-Exempt Share (if such share exists). In other words, if both a GST Exempt Trust and a Non-Exempt Trust are created, each child would have both a GST Exempt Trust and a Non-Exempt Trust. Each of the trusts so created shall be separately and respectively named and identified by the name of a child of settlor and a designation as to whether the trust is a Non-Exempt Trust or a GST Exempt Trust, all in a manner that each such trust shall have a separate name. Trustees shall hold, manage and distribute the property so allotted to each of the respective separate trusts in accordance with the provisions which follow: First: For the child of settlor for whom the trust is named and identified (the "named child"), as current income beneficiary so long as such child shall live. Second: After the death of the named child, or if the named child fails to survive settlor, then for the descendants, per stirpes, of the named child as current income beneficiaries, so long as any of such descendant shall live, and should there ever be none with respect to said separate trust, then for the descendants, per stirpes, of settlor as current income beneficiaries so long as they shall live; provided, if a "Spouse Beneficiary" has been designated with respect to all or any part of such trust pursuant to the provisions of subparagraph 1.4.3(b), the rights of the Spouse Beneficiary shall continue until the expiration of the designated term for such rights and except as expressly set forth in paragraph 1.4.3(b) the rights of the descendant as current income beneficiary shall be postponed and shall not commence until the expiration of the Spouse Beneficiary's rights. Third: When no beneficiary named or designated in provision First or Second and no Spouse Beneficiary shall be living with respect to any separate trust, then the trust estate of such trust shall be distributed to the charitable organization or charitable organizations identified by the named child in his or her last will and testament or, in the absence of such designation, shall be divided into two equal parts and used to fund, in whole or in part, (i) an endowed research professorship at the Oklahoma Medical Research Foundation, in the name of "The Replogle Family," in auto immune disorders and (ii) an endowed professorship or teaching position at the University of Oklahoma, in the name of "The Replogle Family," for the study and teaching of the history of the American West. To the extent any funds remain in the trust estate following the funding of said two endowed professorships, said remaining funds shall be paid by trustees to the University of Oklahoma Foundation and used as an endowment, in the name of "The Replogle Family," to fund scholarships for academically gifted undergraduate students in the study of American and English literature. ARTICLE III Withdrawal Rights 1.3.1 Funding. During each calendar year, if a person, including settlor (herein the "donor"), transfers property to the trustees whereby donor is deemed to have made a gift for federal gift tax purposes (herein a "funding"), any such funding or an amount equal thereto shall be subject to powers of withdrawal as provided hereafter in this paragraph. 1.3.2 Definition of Funding. For purposes of this paragraph, the term "funding" shall include in its meaning cash or other property, including life insurance policies (or any interests therein), which are transferred to the trustees to be held as part of the trust estate and shall also include any premiums on policies of life insurance (or any interests therein) owned by the trust, which premiums are paid, by the settlor or any other person, directly to the insurance companies issuing the policies, rather than first being paid to the trustees. In the case of any such premium which is paid directly to an insurance company, the date of the funding shall be deemed to be the date on which such premium payment is transmitted to the insurance company issuing the policy. The amount of any funding to the trust estate shall be its value for federal gift tax purposes. 1.3.3 Definition of Eligible Class. (a) With respect to each funding, each member of the class of persons named or described in subparagraph (b) of this paragraph 1.3.3 who is living at the time of such funding (the "First Class") shall have the right to withdraw his or her equal share of such funding from the trust, or an amount equal thereto. Should the members of such class be insufficient in number to enable the entire amount of a funding to be covered by the withdrawal rights set forth herein, after giving effect to the various limitations set forth in paragraph 1.3.4, then each member of the class of persons named or described in subparagraph (c) of this paragraph 1.3.3 who is living at the time of such funding (the "Additional Class") shall have the right to withdraw his or her equal share of that portion, and only that portion, of such funding which is not subject to withdrawal rights of members of the First Class. For the purposes of this paragraph, to the extent any amount of a funding is subject to withdrawal by a member of a particular class and he or she fails to exercise such right, such amount shall not thereby be deemed to be subject to an additional withdrawal right by any member of another class. Notwithstanding the fact an individual would otherwise be a member of the First Class or the Additional Class, such person shall not be a member of the class with respect to a particular funding if such funding is accompanied by written notice from the donor to the trustees directing that no power of withdrawal over such funding or part thereof shall be available to such person. (b) The members of the First Class shall be the Children of Settlor who are living at the time of any particular funding. (c) The members of the Additional Class shall be those of settlor's descendants who are living at the time of any particular funding and are not included within the First Class. 1.3.4 Limitation on Withdrawals. Notwithstanding anything herein to the contrary, the maximum amount which any member of the class shall have a right to withdraw during any one calendar year, with respect to all fundings made during such calendar year, shall not exceed the greater of (i) the maximum amount allowable to a donor as an annual exclusion for federal gift tax purposes, or (ii) in the case of a married donor, twice such amount (assuming that the donor and the donor's spouse, if any, will elect to split the donor's gift if there is a provision in the code which permits such gift-splitting); provided, however, any donor may specify different withdrawal rights for any beneficiary or class of beneficiaries with respect to a particular funding by written notice to the trustees at the time of such funding. 1.3.5 Notice of Withdrawal Rights. Each member of the class possessing a power of withdrawal shall be given notice by the donor of any funding of the existence of such power of withdrawal and the terms under which it may be exercised; provided, formal notice as aforesaid shall not be a condition precedent for any member of the class to have an effective power of withdrawal hereunder. Any notice shall be given within 10 days of the funding and in no event later than December 31 of the year of the gift. 1.3.6 Exercise of Withdrawal Right. Trustees' determination of the amount subject to such right of withdrawal shall be conclusive. 1.3.7 Time Period. A right of withdrawal must be exercised by the earlier of (i) the December 31 following the date of funding, or (ii) the expiration of thirty (30) days after notification, or, if advance notice has been given, within thirty (30) days after a funding; provided, each person eligible to make a withdrawal in all events shall have a minimum of thirty (30) days to exercise such right and, provided further, that the aggregate value of the cumulative rights of withdrawal of each individual holding the rights which terminate in any one calendar year shall not exceed the greatest amount permitted under Section 2514(e) of the Code or any successor section which would not result in a taxable gift for such year (currently, the greater of $5,000 or 5% of the trust principal as of the end of such year), and such rights shall continue with respect to any such excess and shall not terminate until and to the extent that termination does not exceed the greatest amount permitted under Section 2514(e) of the Code in any one calendar year. The exercise of any power of withdrawal by a member of the class possessing such power shall be by written notice signed by such member and delivered to the trustees during the lifetime of such member and before the end of the relevant time period. 1.3.8 Priority. Rights of withdrawal pursuant to this Article shall have priority over distributions of trust principal under any other Article of this instrument. Failure to exercise a right of withdrawal shall not increase the amount of any other person's right of withdrawal. 1.3.9 Pro rata Reduction. The withdrawal rights of any member of the class which exceed the funding subject to such rights shall be reduced equally. 1.3.10 Property to Satisfy Withdrawal. The trustees in their sole discretion may distribute cash or any other asset qualifying as a present interest in property under Section 2503 of the Code to satisfy the exercise of any right of withdrawal hereunder. The trustees may borrow money, or liquidate, sell, or encumber trust assets to satisfy the exercise of any right of withdrawal hereunder. 1.3.11 Person Under Legal Disability. If a member of the class shall be under a legal disability, the notice referred to in paragraph 1.3.5, above, shall be delivered to both the class member and his or her legal guardian or conservator, or if none, to his or her natural guardian other than the donor. Similarly, such legal guardian or conservator, or if none, such natural guardian may exercise the power of withdrawal on behalf of the person under a legal disability if such person is unable to exercise such power. 1.3.12 Order of Distribution. Unless specified by the trustees to the contrary, distribution of funds from the trust estate shall be made first from corpus completely exhausting same, then from income, if any, that has been accumulated during the existence of the trust. ARTICLE IV Trust Benefits and Duration 1.4.1 General. All of the terms, provisions and conditions of any trust provided for in Article II of Part One shall be subject to the following provisions. 1.4.2 Distributions to Beneficiaries. Unless otherwise specifically directed herein or by the exercise of a power of appointment, the trustees of any trust shall from time to time and as often as necessary, pay a maintenance allowance to or for each current income beneficiary from income or principal of the trust or trusts with respect to which such beneficiary is at the time a current income beneficiary; provided, however, the payment of a maintenance allowance may be withheld by trustees if they determine, in their reasonable discretion and judgment, that a current income beneficiary is not complying with the standards contemplated by the settlor, as described in paragraph 1.1.3 of this Agreement. The trustees may, subject to the restrictions contained in paragraph 2.2.2 of this Agreement, also pay to or use for each current income beneficiary, in addition to a maintenance allowance, such other and further sums as they, in their sole and absolute discretion, shall determine to be for the best interest of such beneficiaries. Trustees are authorized in their discretion to pay the expense of last illness and funeral of any current income beneficiary. Any income not distributed shall be accumulated and added to principal. 1.4.3 Special Power of Appointment. (a) A current income beneficiary shall have a special power of appointment, either (i) by will at his death or (ii) during his lifetime after having reached the age of thirty (30) years, to direct trustees to pay and distribute or to continue to hold in trust all or any part of the trust estate or estates with respect to which he is at the time a “current income beneficiary” (i) to any organization described in Section 501(c)(3) of the Internal Revenue Code or (ii) to or for the benefit of any one or more of settlor’s descendants, to such extent and in such manner or proportions, and in such lawful interests or estates, whether absolute or in trust, including spendthrift trusts, as such current income beneficiary may direct. Appointments may be made in favor of any designated descendant, however remote, even though the parent of such descendant is living. In no event, however, shall such appointment be made in favor of the said current income beneficiary, his estate, his creditors, or creditors of his estate, nor shall any appointment be made in such a manner that would relieve or discharge a legal obligation of support of the current income beneficiary possessing such power. Further, it is settlor’s expectation that a current income beneficiary will generally limit the exercise of such powers of appointment to GST Exempt Trusts in order to avoid distributions which might result in the imposition of a generation skipping transfer tax. Settlor acknowledges, however, unusual situations could arise where it might be advantageous, for a variety of reasons, to exercise such powers with respect to Non-Exempt Trusts as well, even if such exercise results in the imposition of a generation skipping transfer tax. Current income beneficiaries are therefore advised to consult with their tax advisors and counsel prior to any such exercise. (b) A current income beneficiary shall also have the right, exercisable by will at his death, to direct trustees to continue to hold in trust all or any part of the trust estate or estates with respect to which he is at the time of his death a "current income beneficiary" for the benefit of his spouse as a "Spouse Beneficiary." Any trust so created shall be known as a "Spouse Beneficiary Trust." Provided, in no event shall a current income beneficiary have the right to make such a designation in a manner which would relieve or discharge a legal obligation of support or property division of the current income beneficiary. Such designation may be for any period of time commencing with the date of death of the current income beneficiary and ending not later than the death of the surviving spouse. A Spouse Beneficiary shall be entitled only to a maintenance allowance with respect to that portion of a trust or trusts so designated, and the trustees of such trust shall under no circumstances make discretionary distributions to a Spouse Beneficiary. Further, trustees shall be authorized, in their discretion, to distribute income or principal from a Spouse Beneficiary Trust as they deem appropriate to the descendants of the current income beneficiary who created such trust or to the grandchildren of settlor and their descendants, as the case may be, who would otherwise be current income beneficiaries of that portion of the trust used to create the Spouse Beneficiary Trust, without obligation to benefit all such beneficiaries equally or by right of representation. Provided, such discretionary distributions shall only be made by trustees to the extent they determine adequate funds will, following any such distributions, remain in all trusts created by the deceased current income beneficiary to provide for the reasonably foreseeable needs of the Spouse Beneficiary. A Spouse Beneficiary shall not be deemed a "current income beneficiary" for the purposes of this agreement and shall not have the ability to exercise any power of appointment under this agreement. For the reasons set forth in the immediately preceding subparagraph (a), a current income beneficiary is encouraged to consult with such beneficiary's tax advisors and counsel prior to preparing any document which provides for the exercise of a power of appointment creating a Spouse Beneficiary Trust. 1.4.4 General Power of Appointment. A current income beneficiary shall have a general power of appointment, exercisable by will, to direct trustees to pay and distribute to any person or persons, including such current income beneficiary, his estate, his creditors, and/or creditors of his estate, that portion, and only that portion, of the trust estate of any trust established hereunder, and with respect to which he is a "current income beneficiary" at the time of his death, which, were it not for the existence of such general power of appointment, would as the result of such beneficiary's death be subject to, and would result in the actual payment of, a generation skipping tax, and with respect to which, as a result of the existence of such power of appointment, no part of any such portion will be subject to a graduated federal estate tax rate which will be equal to or greater than the actual rate of tax which would otherwise be imposed upon such part for purposes of the federal generation skipping tax. For the purposes of making the above comparison of rates of taxation, it shall be assumed that any such portion of the trust estate is in addition to those assets otherwise included in the taxable estate of the current income beneficiary and will accordingly be subject to estate tax rates equal to or in excess of those rates which would otherwise be applicable to such taxable estate but for the operation of this paragraph. 1.4.5 Exercise of Powers. (a) Each power of appointment herein provided for may be exercised only by (i) an appointee under the following subparagraph (b), or (ii) a current income beneficiary who becomes such by succession of events as provided for in the provisions herein creating the trust over which he is a current income beneficiary and may not be exercised by such person prior to the time he or she becomes a current income beneficiary (any person identified in clause (i) or (ii) of this sentence is hereinafter referred to as the "power holder"). In the event that there should be more than one power holder of any trust, any power of appointment and power to direct distribution may be exercised by each such power holder only to the extent of the share of such trust estate held for him or her as beneficiary. In exercising any power of appointment granted in this instrument, specific reference to the power of appointment must be made in the will or written instrument signed by the person exercising the power, and such reference must purport to exercise such power. In the event a power of appointment is not effectively exercised in whole or in part, then, upon the death of the power holder holding such power, any property which fails to pass by the exercise of such power of appointment shall be held in trust, administered and distributed for the use and benefit of the beneficiary or beneficiaries named with respect to each trust, in the order and preference as provided herein. (b) Unless expressly stated to the contrary, an appointee under a special power of appointment shall be authorized further to appoint the property covered thereby under a special power of appointment in the same manner and to the same persons set forth in paragraph 1.4.3(a) hereof, as if such appointee were the current income beneficiary under said paragraph; provided, with respect to the vesting of any estate or interest in such property or suspension of absolute ownership or power of alienation of such property, the power to appoint the property further shall exist only for a period ascertainable with regard to the date of the creation of the first power. The authority granted under this subparagraph shall be limited so as not to create a general power of appointment under Section 2041(a)(3) of the Code or to violate any applicable rule against perpetuities. 1.4.6 Distributions from Multiple Trusts. Whenever a maintenance allowance or other distribution may be paid from more than one trust, it shall be made from any one or more of the trusts from which it might be paid, as trustees may determine, but only one such maintenance allowance shall be paid. 1.4.7 Qualified Transfers. Upon the exercise of either a special or general power of appointment hereinabove granted which directs payment of certain tuition or medical care constituting a "qualified transfer" for purposes of Section 2503(e) of the Code, payments shall be made in the manner prescribed by Section 2503(e), including, without limitation, the requirement that payments shall be made directly to the educational organization or medical service provider and not to the appointee. 1.4.8 Right to Subdivide Trust. (a) Authority of Trustees. Each trust herein created shall remain in being and the properties thereof held and administered by the trustees until distributed pursuant to the provisions hereof. At any time when there shall be more than one current beneficiary of any trust, the trustees thereof are authorized to separate the trust into as many parts as there are current beneficiaries, and to divide such trust into separate trusts having properties or interests in the shares and proportions which are the same as the proportionate rights of the several current beneficiaries. (b) Zero Inclusion Ratio. At any time when an exemption from the generation skipping tax is to be allotted to a portion, but less than all, of any trust created hereunder with respect to a current beneficiary, trustees are authorized and directed to divide his trust into two separate trusts, with one such resulting trust being of sufficient size so that it will, following such allotment and the previous allotment of any other exemptions, have an "inclusion ratio," as defined in Section 2642(a)(1) of the Code, of zero, with the result that "taxable terminations" and/or "taxable distributions" involving property held by such trust will be totally exempt from the generation skipping tax, while the other such resulting trust will have an inclusion ratio of one. (c) Separation for Business Reasons. If in the sole opinion of trustees, a trust for a current beneficiary should be divided for good and reasonable business purposes, the trustees are authorized to separate the trust into one or more trusts for the benefit of the current beneficiary. Upon division, the terms and provisions applying to each separate trust shall be identical. In particular, the trustees may divide any trust existing hereunder into separate trusts in order that a separate trust is allocated and holds only properties that subject the trust to governmental regulation (such as bank stock or bank holding company stock) and the other trust holds only properties that do not subject the trust to governmental regulation, with each separate trust to be held, managed and distributed according to the provisions of this instrument. 1.4.9 Termination. The trusts created hereunder are intended to have perpetual duration. However, each trust created under the provisions hereof shall be terminated upon the earlier to occur of: (i) the date on which all trust assets have been distributed as provided under the provisions of this trust agreement; or (ii) the end of the latest time permitted by any rule against perpetuities or remote vesting, or any other law, applicable to such trust, and, if the trust is terminated pursuant to clause (2) of the immediately preceding sentence, the properties thereof shall be distributed to the persons then entitled thereto as beneficiaries under the principles described herein. PART TWO - ADMINISTRATION ARTICLE I Succession of Trustees 2.1.1 Initial Trustees. The trustees named herein and any successor trustees appointed as herein provided shall serve as trustee or trustees of all trusts created by or pursuant to this instrument unless otherwise provided. Dee A. Replogle and Frank D. Hill shall serve immediately as co-trustees of all trusts created hereunder. In the event at any time during settlor's life, Frank D. Hill ceases to serve as a trustee of a trust created hereunder without a successor trustee's having been appointed as hereinafter provided, then, subject to the provisions regarding the appointment and replacement of trustees which are set forth elsewhere in this Article I of Part Two, settlor's niece, Jeanie Wetzel, shall serve as successor co-trustee of such trust along with the remaining co-trustee. In the event at any time during settlor's life, Dee A. Replogle, Jr., ceases to serve as a trustee of a trust created hereunder without a successor trustee's having been appointed as hereinafter provided, then, subject to the provisions regarding the appointment and replacement of trustees which are set forth elsewhere in this Article I of Part Two, settlor's daughter, Jamie Replogle Lake, shall serve as successor co-trustee of such trust along with the remaining co-trustee. 2.1.2 Settlor's Rights with Respect to Trustees. Notwithstanding anything herein to the contrary, settlor shall never be authorized to serve as a trustee or co-trustee hereunder. Settlor shall have at any time or times during her life the power to remove and replace any trustee hereunder with an Independent Trustee. Further, during settlor's life, at least one-half of the trustees of any trust created hereunder shall be Independent Trustees with respect to settlor. 2.1.3 Trustees Designated in Settlor's Will or Revocable Trust Agreement. Upon the death of settlor, the provisions of settlor's last will and testament or a revocable trust agreement created by settlor during her lifetime and in existence upon settlor's death shall govern the removal, appointment, and succession of trustees of each trust created by or pursuant to this instrument provided such will or revocable trust agreement makes specific reference to this instrument and purports to provide for the removal, appointment, or succession of trustees hereunder; but, if settlor's will or revocable trust agreement does not so provide as to any trust created hereunder, then the provisions of paragraphs 2.1.4 through 2.1.11 below shall apply. 2.1.4 Right of Current Income Beneficiary to Remove and Appoint Trustees. After the death of settlor, and at such time as Dee A. Replogle, Jr. ceases for any reason to serve as trustee of a trust created hereunder, any current income beneficiary of such trust over the age of thirty (30) years (or if there be at any time more than one with respect to the trust, a majority of them) may remove or appoint any trustee or co-trustee of the trust, including such current income beneficiary. Notwithstanding anything contained in this instrument to the contrary, at least one-half (1/2) of all trustees of any GST Exempt Trust shall be Independent Trustees, as hereinafter defined and to the extent a current income beneficiary of a trust is not then entitled to appoint a trustee or declines to appoint a trustee, the trustee or trustees of such trust shall appoint one or more Independent Trustees, as necessary, to meet such requirement. 2.1.5 Right of Trustee to Remove and Appoint Trustees. Following the death or incapacity of settlor, any individual who is then serving as a trustee or co-trustee of any trust created hereunder may appoint a corporate trustee to serve as co-trustee of such trust. Any individual trustee may resign as trustee and upon such resignation name and appoint a corporate trustee as successor or he may appoint a corporate trustee as his successor by will. He may remove any trustee by him named and appointed and thereupon resume the office or name and appoint another corporate trustee. 2.1.6 Resignation of Corporate Trustee. Any corporate trustee may resign at any time upon the appointment of a successor corporate trustee and upon the acceptance by such successor trustee. 2.1.7 Procedures for Removal of Trustee. Wherever provision is made in this Article for removal of a trustee, such removal may be made with or without cause at any time and from time to time without application to any court by the person so authorized to make such removal. 2.1.8 Vacancies. If the office of trustee should become vacant and should not be filled as provided above, such vacancy shall be filled as directed by a majority of the then competent adult beneficiaries who may assume to act, or by any one of them if only one assumes to act. If there be no competent adult beneficiary who assumes to act, then a successor trustee may be appointed by a majority of any beneficiaries' guardians who assume to act, or by one of such guardians if only one assumes to act. 2.1.9 Procedures for Resignation, Removal, Appointment, and Acceptance of Trustee. Any resignation, removal, appointment, or acceptance of a trustee or trustees may be made by an instrument in writing signed and acknowledged and filed with the books and records of the trust. Any representation by any trustee, or successor trustee or trustees appointed as herein provided, shall be conclusive so far as third persons are concerned as to who the trustee is, or the trustees are, then serving. 2.1.10 Incapacity of a Trustee. Notwithstanding anything contained in this instrument to the contrary, a person who suffers from incapacity (a) shall automatically be disqualified as trustee and either shall not serve or shall cease to serve as trustee and (b) shall not have the power to remove or appoint trustees. 2.1.11 Definition of Incapacity. As used in this Article One, the term "incapacity" shall mean a material physical or mental impairment which effectively renders the person incapable of carrying out the normal functions, duties, and responsibilities of daily life in business activities, including those imposed upon a trustee hereunder, or imposed or arising from this instrument. Incapacity may be established by a court of competent jurisdiction or by a duly licensed medical physician who renders a written certificate to that effect. ARTICLE II Powers of Trustees 2.2.1 General. With respect to all trusts created by or pursuant to this instrument, the trustees shall be governed by the provisions of this Article. 2.2.2 Self-Interest. No beneficiary who is also a trustee may at any time when acting in the capacity of trustee, pay or cause to be paid to or for himself, directly or indirectly, any amount which is in excess of the amount then required to be distributed under the terms of this instrument, and shall make no distributions to or for himself which requires the exercise of discretion. Nor shall a trustee, whether or not a beneficiary, participate in any decision to apply for or maintain insurance on his life or in decisions as to whether principal or income is to be used for the payment of premiums of any such insurance, or have any power to change the beneficial ownership in any such policy or make a determination with respect to making any such distribution, the taking out or maintaining of such insurance or the payment of such premiums or control of any such policy. The trustee or trustees not prohibited from participating in any distribution or decision contemplated by this paragraph shall make each and every determination as to any such distribution or decision. 2.2.3 Right to Hold Residence. Trustees are authorized to hold and maintain any real property, or with funds of the trust to purchase and so hold for the use and benefit of any current income beneficiary, a residence or residences suitable to the station in life of such beneficiary, and at such place or places as shall be most suitable for the use of such beneficiary, and, in connection therewith, to purchase and install therein or repair or replace all items of furniture, appliances, fixtures, utensils, equipment and decoration, and other things reasonably expected to be found in such a residence, and to maintain constantly such home as a suitable place for such beneficiary or beneficiaries to live, such residence and all items therein to be and to remain the property of the trust or trusts furnishing funds therefor, and to be subject at all times to the powers and control of trustees. 2.2.4 Discretion. Trustees are authorized in their discretion to permit any current income beneficiary to possess, use and enjoy, without charge or impeachment for waste, any tangible property, real or personal, of the trust estate. 2.2.5 Allocations Between Principal and Interest. All bonuses, rentals, royalty, and all other payments received under the terms of oil, gas or other mineral lease, and all proceeds from production under any form of arrangement for the operation of any type of mineral interest held in trust shall be deemed income, and no reserve shall be established for depletion. Otherwise, trustees hereunder are authorized and empowered to allocate receipts and disbursements between principal and income and to allocate items of income and items of deduction in any manner in which they see fit, so that any part of any item may be apportioned to or among the fiduciary and the beneficiary, or each or any of them. By this provision, it is not intended to enlarge or diminish the instructions with respect to the amount to be distributed, but it is intended to authorize the trustees to allocate and determine the type, character and source of funds to be distributed, or of the funds to be retained by the trustees. By way of example, any appropriate tax deduction may be apportioned and allocated in such manner as trustees see fit. 2.2.6 Discretionary Termination. The trustees may terminate any trust created hereunder at any time when, in the judgment of the trustees, the trust estate is too small to justify management as a trust, or the trust otherwise should be terminated. Upon any termination hereunder, the funds and properties of the terminated trust shall be paid and distributed to or for those persons then living who are entitled to such benefit as determined in the order and preference and under the principles above stated. No person whose enjoyment of his rights or benefits hereunder as a contingent beneficiary then depends upon the happening of a contingency, which contingency has not happened at the time, shall be entitled to share in any distribution. The power to terminate may not be exercised by any trustee who, as a beneficiary or otherwise, would share in the property distributed. 2.2.7 Change of Conditions. The happening of any event or change of conditions affecting the distribution of income or principal of the trust estate shall be binding upon and affect the liability of the trustees only from the time trustees receive written notice or acquire actual knowledge thereof. 2.2.8 Determinations By Trustees. Trustees are authorized to determine who is entitled to distributions and amounts thereof, including determination, without court action, of pedigree, heirship and facts and dates of marriage, birth and death, without liability for error in the absence of bad faith. The power and exoneration of trustees herein shall not prohibit any beneficiary from following the assets of the trust estate in the assertion of his rights. 2.2.9 Disability of Beneficiary. If a beneficiary be under a legal, physical or mental disability, or be, in trustees' opinion, incapable of handling funds on account of illness, injury or infirmity of any kind at a time when principal or income be payable to him or for his benefit, trustees, in their discretion, may make such disbursements to the natural, testamentary, or appointed guardian of such beneficiary's person, or to the guardian of his estate, or to the person with whom he shall then reside, or to the person furnishing all or any part of his support or education, or to such beneficiary directly, should trustees despite his legal disability, deem him capable of handling same or to a custodian of such beneficiary under the Oklahoma Uniform Transfer to Minors Act. Any appointed guardian specified above shall be one appointed by a court of competent jurisdiction of the State of Oklahoma, or of any other state. All payments made pursuant to the terms of this paragraph shall be an acquittance to trustees to the extent of the amount so paid. For the purposes of this paragraph, coverture shall not be regarded as a disability. 2.2.10 Distribution of Accumulated Income. Although trustees should seek to avoid discretionary distributions of accumulated income which would result in the loss of tax credits (otherwise available with respect to distributions) by reason of the application of Section 667(c) of the Code, they shall have no liability even if a distribution of accumulated income results in the loss of credits for taxes paid by any trust created hereunder on income accumulated in prior years. 2.2.11 Division of Trusts. In any case in which trustees are required to divide the principal or income of the trust estates created hereby into parts or shares, or to distribute the same, they are authorized to make the same in cash or in kind, or partly in cash or partly in kind, and when in kind at values, including the amount and value of equalizing payments, to be determined by trustees and in event of a distribution to two or more beneficiaries, likewise to partition such estates among them, and to determine what property or items of property shall constitute each share to be distributed, or to distribute to them undivided interests in one or more items of property, or to sell all or part of the estate subject to distribution and distribute the net proceeds of such sale or sales, and every such determination, division or distribution shall be conclusive upon all parties at any time interested hereunder. 2.2.12 Employment of Advisors by Trustees. Trustees are authorized to employ attorneys, accountants and agents in the exercise of their duties, and to apply to the court for instructions on any question that may arise, even though such question may involve a discretionary power or duty of the trustees. 2.2.13 Multi-State Administration. In the event any of the property which is or may become a part of the assets of a trust is situated in any other state or states than the State of Oklahoma, in which trustees are not qualified to act as trustees, trustees are empowered to name an individual or corporate trustee qualified to act in such states in connection with the property situated in that state as trustee of such property and require such security as may be designated by trustees. The trustee so appointed shall have all such rights, powers, discretions and duties as are delegated to it by trustees but shall exercise the same subject to such limitations or further directions of trustees as shall be specified in the instrument evidencing its appointment. Such trustee shall be answerable to the trustees herein appointed for all moneys, assets and other property which may be received by it in connection with the administration of such property. Trustees hereunder may remove such ancillary trustee and appoint a successor at any time or from time to time as to any or all of the assets. 2.2.14 Construction and Interpretation. If and when trustees are in good faith in doubt as to the proper construction, interpretation or operation of this instrument, or the application, interpretation or construction of the Oklahoma Trust Act, or as to any other or additional matter involving the administration of a trust or the rights of any beneficiary thereof, trustees are hereby authorized to resolve such doubts in such manner as they shall deem equitable and proper, the intention being thus to avoid suits for construction or instructions, to the fullest extent possible. All decisions and actions of trustees in the exercise and discretion of power vested in them by the provisions of this paragraph shall, in the absence of bad faith, be conclusive on all persons ever interested in any trust hereunder. 2.2.15 Deferred Benefit Plans. Notwithstanding anything contained in this instrument to the contrary, in the event trustees receive funds or properties from any profit sharing plan, pension plan or other retirement plan, which are not included in settlor's gross estate for federal estate tax purposes, trustees shall be prohibited from using any of such funds or properties to discharge any debt of settlor or any other type, kind or description of tax liability, claim or obligation existing or arising against settlor's estate. 2.2.16 Powers. Trustees shall have the authority, for the benefit of the trust estate, to do or perform any act with respect to the properties thereof which could be done pursuant to or under the Oklahoma Trust Act, as now enacted or as later amended. In addition, trustees shall have the authority to make any election affecting the trust estate of any trust created hereunder which they are entitled to make under the Code, and the decision of whether or not to make any such election shall be determined by them in their sole and absolute discretion and they shall have no liability to any party with respect to any such decision. Any investment in corporate stock or bonds, or any business association, will not be deemed to be improper for the reason that any trustee may own stocks or bonds of the same corporation, or have any interest in the business association, or be employed in any capacity by such corporation or business association. In addition, trustees shall have no liability with respect to any investment they make, with settlor's consent, in any corporation, partnership, general or limited, limited liability company or other entity that is controlled, directly or indirectly, by a group consisting of settlor and her descendants so long as the purchase price is the fair market value of the stock, partnership interest, membership interest or other securities (the "family securities") being acquired, determined on the basis of a qualified independent appraisal, nor shall they have any duty to sell, for reasons of diversification or otherwise, the family securities. Without limitation of the general powers of trustees provided for in the foregoing provisions, trustees are hereby authorized and empowered to: (a) purchase, sell, own, hold, manage, transfer, lease, sublet, partition, subdivide, improve, repair, alter, mortgage, exchange, encumber, pledge, invest in, and otherwise deal with or in property, real, personal or mixed, tangible or intangible, and wherever located, on any terms and without restriction of any kind whatever as trustees shall see fit in their absolute discretion regardless of laws governing investments by fiduciaries and without any duty to diversify investments; (b) convey, mortgage, assign or lease any such property or part thereof, with or without warranty of title, including specific authority to enter into valid and binding oil, gas, and other mineral leases, division orders, unitization, pooling, gas sales and repressurization agreements and other contracts or mortgages, the terms of which may commence in futuro or extend beyond the termination of a trust created hereunder, or to grant to a lessee an option, exercisable during or at the termination of the lease, or any extension thereof, to purchase the leased property; and to execute and deliver any agreement or instrument pertaining to the development, production, conservation, processing, or sale, of oil, gas and other minerals; (c) alter, reconstruct or wreck and remove improvements on real estate held in trust hereunder, and may build new improvements thereon; (d) vote any stock held by them in person or by proxy without liability; (e) hold real estate or stock or any other property in the name of any nominee or agent selected by them and authorize and empower any trustee serving hereunder or any nominee or agent of trustees, to execute and deliver, on behalf of all the trustees, any deed, mortgage, lease, assignment, check, note or any other instrument in connection with the trust estate; (f) contract for and on behalf of the trusts in any way they see fit; (g) compromise, contest or arbitrate any and all claims of or against the trust estate, or the trustees as such; (h) abandon any property deemed by them to be burdensome or valueless; (i) pay calls, assessments and any other sums chargeable or accrued against or on account of shares of stock or other securities in the hands of the trustees; (j) sell or exercise stock subscription or conversion rights, participate in foreclosures, reorganizations, consolidations, mergers, liquidations, pooling agreements and voting trusts; (k) take out and maintain on the life of any beneficiary or any trustee, other than settlor or settlor’s spouse, life insurance or any other kind or kinds of insurance, for the benefit of the beneficiary or beneficiaries, or the trust estate, in such amount as the trustees in their uncontrolled discretion shall deem advisable; (l) To pay any and all premiums or other charges on any insurance out of any trust for the benefit of the trust estate thereof, or pay premiums out of any trust on life insurance policies where the proceeds of such policies are payable directly or indirectly to trustees or the beneficiaries of the trust, whether or not trustees own the policies; provided, however, the payment of premiums on policies of insurance on the life of the settlor or settlor’s husband shall be made solely from the principal of the trust unless the trust is treated as a “grantor” trust under the provisions of the Code other than Section 677(a)(3) of the Code, in which case the premiums may be paid from income or principal in trustees discretion; (m) pay out of the trust estate all expenses or costs of every kind or character incurred in performing the duties of trustees; (n) execute and deliver any deed or other instrument deemed by them necessary and proper in the exercise of any power herein granted; (o) manage, invest and deal with the properties of the trusts herein created, as one or more common funds, so far as the investment and management are concerned, and to deal with or distribute the portions to the separate trusts as undivided interests, or to divide the same in kind, all in proportion to the investments for each of the separate trusts; (p) protect, conserve and operate, either solely or in conjunction with the others, any business operation, partnership, joint venture or other enterprise of any nature transferred to trustees hereby in such a manner as the trustees may deem proper, with full power to incorporate such business or to execute or join in any plan of refinancing, merger, consolidation or reorganization thereof, with full power to borrow money as trustees deem advisable for the purposes thereof and with authority to hire such employees and agents as are reasonably necessary to operate such business, it being settlor's intention that trustees shall, in their discretion, be able to manage and operate such business exactly as settlor could do and without liability for any losses incurred therein except those arising from bad faith or negligence; (q) retain either permanently or temporarily any property, business investments or securities of any nature hereby transferred in trust or acquired by any predecessor trustees, without liability to the trust estate for any loss thereto which occurs by reason of such retention, including, but not be limited to, any stock in any bank or trust company which is or may become a trustee hereunder; (r) participate or invest in any common trust fund for the benefit of the trust estate; (s) borrow money, including the use of margin accounts, and secure payment of such indebtedness in such manner as they shall deem proper; and no lender shall be required to see to the propriety of trustees' action in borrowing or to the use of the money borrowed; (t) purchase and sell option contracts which give the trustees or another the option to buy or sell, at a future time, any stock or security of any company; (u) consolidate and combine any trust estate or estates created hereunder with any other trust estate or estates created hereunder, or under (i) any other inter vivos trust instrument executed and delivered on or prior to the date first above written, or (ii) any will duly admitted to probate on or prior to the date first above written, executed by settlor, settlor's spouse or any ancestor of settlor in the capacity of trustor or testator, as the case may be, but only to the extent that the trusts to be combined have identical beneficiaries (vested and contingent) and interests to be administered as a single trust for purposes of division, management and distribution; (v) give any notice or communication hereunder to any of the parties hereto or to any other person from time to time interested herein by mailing a notice in writing to the addresses filed with the trustees by the settlor or to such address as any of such parties or persons shall by written notice prescribe, or by giving actual notice, and to adjust the time and manner of giving any notice required hereunder in accordance with any requests or directions given by any person entitled to receive such notice (including the power to permit the waiver by such person or his representative of any right to receive such notice, or to give such other notice as the trustees and such person may determine); to make payments due hereunder from the trustees at such office as the trustees may maintain; provided, however, that any person from time to time entitled to such payment may, by notice in writing to the trustees, specify any post office address to which such payment shall be remitted; (w) make elections or exercise options of any kind permitted with respect to life insurance policies or the settlement, receipt or other disposition of funds or other property derived from any qualified or nonqualified plan or arrangement of deferred compensation or earned income; (x) purchase assets or borrow money from, sell assets or lend money to any person, including without limitation from or to the executor, administrator, or testamentary trustee of the estate of settlor and any beneficiary of any trust created hereby or pursuant hereto; provided, that any such purchase, sale or loan is made for the benefit of the trust and any such purchase is on the basis of the fair value of the property and any loan is adequately secured by property on the basis of its fair value. 2.2.17 Investments. Trustees shall incur no liability as the result of a sale, purchase or loan, or for the retention of an investment, even though (i) the sale, purchase or loan may not be an investment or transaction of the character prescribed by law for the investment of other trust funds, (ii) the transaction may result in a large percentage of the trust estate being invested in one class of property, (iii) the trustees may be trustees of other trusts that are parties to the transaction with conflicting interests or (iv) one or more of the trustees may be an executor or administrator of an estate which may be a party to the transaction. 2.2.18 Life Insurance. Subject to the limitations set forth in paragraph 2.2.2, trustees shall be vested with all right, incidents of ownership, title, and interest in and to the life insurance policies transferred to this trust, and any additional policies which may otherwise be acquired by the trustees, and, without in any way limiting the generality of the foregoing, shall be authorized and empowered, at any time and from time to time, to exercise all or any of the options, benefits, rights, privileges, and interests under and with respect to any such policy or policies, including by way of illustration and not limitation: (a) to surrender any such policy or policies and obtain the cash surrender value thereof; (b) to borrow from the insurer issuing any such policy or policies upon the security thereof or otherwise for the purpose of paying premiums or for any other purpose; (c) to borrow from any other person, firm or corporation upon the security of any such policy or policies, and to assign any such policy or policies as security for any such loan; (d) to direct the application of dividends in any manner permitted by the terms of any such policy or policies or by the insurer issuing the same; (e) to exercise any nonforfeiture right contained in any such policy or policies or permitted by the insurer issuing the same; (f) to select, elect or designate any option, mode of payment or settlement provision with respect to the surrender value, maturity value, or death proceeds of any such policy or policies to the extent permitted by the insurer issuing the same; (g) to exchange or otherwise convert any such policy or policies into other forms of insurance, endowment contracts or annuities; (h) to prepay premiums and to exercise all rights with respect to such prepaid premiums as permitted by the insurer issuing the same; and (i) to exercise any other right or privilege contained in any such policy or policies or which is permitted by the insurer issuing the same and which the owner thereof, by virtue of such ownership, might exercise. Any action taken by trustees with respect to any such policy or policies of insurance or contract of annuity issued in exchange for such policy or policies, may be recognized by the insurer issuing any such policy, policies or contracts as fully and to the same extent as though the same were owned by an individual in a nonfiduciary capacity. During settlor's lifetime, trustees shall not have the power to use any income from the principal of this trust to pay premiums on any policy of insurance, but shall pay premiums, if paid, from the principal of the trust including property which may be added to this trust after its creation, to the extent such later additions are not withdrawn under the provisions hereof. If settlor, as the insured under any policy, becomes totally or permanently disabled, within the meaning of such policy, and because of such disability the payment of any premiums shall during the pendency of said disability be waived, trustees, upon receipt of written notice of such disability, shall promptly notify the insurance company which has issued such policy and take any and all steps necessary to make such waiver of premium provision effective. The trustees shall have no affirmative obligation to inquire as to the degree or status of the disability of settlor. 2.2.19 Receipts and Releases. Any receipts, releases and other instruments executed by the trustees in connection with such policies shall be binding and conclusive as to all persons entitled to any proceeds hereunder. 2.2.20 Payment of Premiums. For the purpose of collecting monies due under such policies, trustees shall have the power to make proper proofs and releases as to enable trustees to receive the proceeds thereof, to institute any suit or proceeding and to perform any and all other acts necessary or appropriate for accomplishing such purpose. Trustees shall not, however, be obligated to institute or maintain any litigation to enforce payment of any policy until trustees shall have been indemnified to trustees' satisfaction. The receipt of the trustees shall be in full acquittance and discharge of the companies issuing the policies, and, upon payment of the proceeds thereof to the trustees, the insurance companies shall be exempted from all liability as to the proper application of the trust estate. Expenses incurred in making such collections shall be a proper charge against the trust estate. 2.2.21 Collection of Proceeds. Except as expressly provided herein to the contrary, trustees shall be under no duty or responsibility to pay any premiums or other charge required to continue in force any of the above referenced policies or any additions thereto or substitutions therefor, or to procure renewals thereof, or to see that the policies are kept in force, nor shall trustees have any responsibility with respect to any indebtedness of settlor now existing to the respective insurance companies or to a lending institution with which the policies have been deposited as collateral. 2.2.22 Disability of Settlor As Insured. If settlor, as the insured under any policy, becomes totally or permanently disabled, within the meaning of such policy, and because of such disability the payment of any premiums is waived during the term of said disability, trustees, upon receipt of written notice of such disability, shall promptly notify the insurance company which has issued such policy and take any and all steps necessary to make such waiver of premium provision effective. The trustees shall have no affirmative obligation to inquire as to the degree or status of the disability of any settlor. 2.2.23 Limitation on Powers. No provision herein shall be construed or deemed to grant to trustees, settlor, or any other person any power which shall cause any portion of the trust estate to be included in settlor's gross estate for federal estate tax purposes at settlor's death. 2.2.24 Contingent Liquidations. In the event that any assets of the trust or interests hereunder, or the gift or transfer hereto made, or any part thereof or any future gift or transfer hereto, or any distribution hereunder, shall be subjected to, or shall be taken into account in the determination of, any income, gift, estate, inheritance, transfer, succession or generation-skipping taxation under any present or future law, the trustees are empowered, in their discretion, to adjust, liquidate and pay such tax or taxes or any part thereof. The trustees shall have the power to litigate, in such manner and to such extent as they shall deem expedient, the liability for or amount of such tax or taxes. Regardless of the above, no part of the principal or income of the trust which would otherwise be exempt from a tax shall be used for the payment of such tax. 2.2.25 Relief From Duties. Pursuant to the provisions of Title 60, Section 175.21 of the Oklahoma Compiled Statutes of 2001, trustees shall be relieved from all of the duties, restrictions and liabilities imposed by Sections 175.9, 175.11, 175.12, and 175.13 of Title 60 of the Oklahoma Compiled Statutes of 2001, as now enacted or as later amended. ARTICLE III S Corporation Stock 2.3.1 General Application. If the trustees of any trust created by or pursuant to this instrument shall ever hold shares of an S Corporation governed under Sections 1361 et seq. of the Code ("S Corp Stock"), and to the extent such trust is not otherwise then treated as a grantor trust pursuant to the provisions of Sections 671 et seq. of the Code, then, notwithstanding anything in this instrument to the contrary, the following provisions shall automatically apply: (a) The trustees of such trust may, in their absolute and sole discretion, make an election under Section 1361(e)(3) for the trust to treated and taxed as an "Electing Small Business Trust," as defined in Section 1361(e)(1) of the Code. In the event of any such election, trustees shall have the limited power to alter or amend any provision of this Trust Agreement which is applicable to such trust in such a way as is necessary to enable the trust to operate or otherwise qualify as an "Electing Small Business Trust" and shall take such actions with regard to any division of the trust or separate accounting which they may determine to be appropriate or necessary to accommodate such election. In all other respects, the trust shall be governed by, and the rights of the beneficiaries of such trust shall be determined in accordance with, the terms and provisions set forth elsewhere in this instrument. (b) In the event the trustees do not make an election under Section 1361(e)(3) for the trust to be treated and taxed as an "electing small business trust," the S Corp Stock shall be automatically deemed allotted to a separate trust for the benefit of each then current beneficiary of the original trust so that, after such allotment, the only assets of such separate trust shall be S Corp Stock; provided, except for terms and provisions expressly required by this Article III, all other provisions in this instrument shall apply including, without limitation, the scheme of disposition and any testamentary powers of appointment provided herein with respect to the trust for such beneficiary. (c) Trustees of any separate trust created for a current beneficiary pursuant to the provisions of the foregoing paragraph (b) shall distribute to or for said beneficiary all of the income of the trust annually or at more frequent intervals. Trustees are specifically authorized to pay to the current beneficiary from principal any amount necessary to reimburse the current beneficiary for federal and state income taxes on undistributed taxable income attributable to S Corp Stock held by any trust. (d) There shall be only one income beneficiary of a separate trust created pursuant to the provisions of paragraph (b) of this section and that income beneficiary shall be the current beneficiary. Any principal distributed during the life of the current beneficiary from the trust shall be distributed only to the current beneficiary. (e) The income interest of said current beneficiary in the trust shall terminate no earlier than the current beneficiary's death or the termination of the trust. (f) In the event said separate trust is ever terminated during the life of the current beneficiary, all of the trust's assets shall be distributed to the current beneficiary. (g) In no event shall the current beneficiary of any such separate trust assign or otherwise convey his right to receive current as required under the provisions of Section 1361(d) of the Code or to take any action which would impair the trust's ability to satisfy Section 1361(d)(3) of the Code. 2.3.2 Pro Rata Allocations. An S Corporation shareholder's pro rata share under Section 1366 of the Code of income, gain, loss, deduction, or credit shall be allocated to principal. However, distributions by an S Corporation with respect to its stock shall be allocated to income. 2.3.3 Qualified Subchapter S Trusts. It is settlor's intention that, with respect to each separate trust created pursuant to paragraph (b) of this Article III, the principal of which ever consists in whole or in part of stock in an S corporation shall qualify as a separate trust permitted as a shareholder under Section 1361 of the Code and, in particular, as a "qualified subchapter S trust" as provided under 1361(d)(3) of the Code. Accordingly, the trustees shall have the limited power to alter or amend any such trust so that the trust will operate or otherwise qualify as a "qualified subchapter S trust" within the meaning of Section 1361(d) of the Code. ARTICLE IV Spendthrift Trusts and Changes in Situs 2.4.1 Spendthrift Provisions. To the full extent permitted by law, each trust which is created pursuant to the provisions of this instrument shall be a spendthrift trust and is to be governed, construed and administered according to Oklahoma law, and shall continue to be so governed, construed and administered even though administered elsewhere in the United States, or abroad. The interest of the beneficiary in the income and principal thereof shall not be subject to assignment, sale, mortgage, pledge or anticipation in any way, or any voluntary or involuntary alienation, garnishment, attachment, execution or process of any court, except that the interest of any beneficiary may be assigned to any other beneficiary or any trust created by or pursuant to this instrument. 2.4.2 Change in Situs. This Agreement and each trust created under the provisions hereof is to be governed, construed and administered according to Oklahoma law; provided however, the situs of the property of any such trust may be transferred at any time or times to any jurisdiction selected by the trustees in the trustees' absolute discretion. Upon any such transfer of situs, the trust estate may thereafter, at the written election of a majority of the trustees of said trust, be administered exclusively under the laws of (and subject, as required, to the exclusive supervision of the courts of) the jurisdiction to which it has been transferred. If the trustees of any trust created hereunder elect to change the situs of any such trust, the trustees are hereby relieved of any requirement of having to qualify in any other jurisdiction and of any requirement of having to account in any court of such other jurisdiction. PART THREE - GENERAL PROVISIONS ARTICLE I Definitions and Directions Unless the contrary be clearly expressed, or shown by context, the following definitions and directions shall apply throughout this instrument: 3.1.1 "Adopted Children" Any child who is adopted when under the age of twenty-one (21) years in the manner prescribed by the statutes of the state where the adoption occurred, or occurs, and the descendants of such adopted child, shall be considered and treated as the descendants of the parent who adopted such child and of the ancestors of such parent, provided, only, that the fact of such adoption shall be evidenced by writing signed by such parent or by a decree or certificate made and executed by a judge, court or other governmental body or agency having jurisdiction with respect thereto; conversely, no person who is adopted when twenty-one (21) years of age or older shall be treated as a descendant of settlor for any purpose nor shall such person be considered and treated as the descendants of the parent who adopted such person nor of the ancestors of such parent. Further, for the purposes of this instrument, the adopted child, and his descendants, shall be considered for all purposes as the descendants of the adopting parent, but such adopted child and his descendants shall not be considered descendants of the adopted child’s natural parents, except where a child is adopted by a spouse of one of his natural parents, in which case such child and his descendants shall be considered to be the descendants of such natural parent as well as the descendant of the adopting parent. 3.1.2 "Children" shall mean descendants, as hereinabove defined, related in the manner therein required, in the first degree, to the particular person named or referred to and who are born to a descendant of settlor who is married to the other natural parent of such child at the time of such birth of who is affirmatively acknowledged by said descendant of settlor as his or her natural child. For this purpose, an affirmative acknowledgment shall consist of a testamentary instrument executed by said descendant specifically identifying said child as his or her descendant. 3.1.3 "Code" shall mean the Internal Revenue Code of 1986, as amended, and when any particular section of the Code is cited, the citation shall include any corresponding or substantially similar provision of any successor statute. 3.1.4 "Corporate trustee" shall mean and include any bank or trust company qualified to administer trusts in the State of Oklahoma, or in such other state as trust property may be located, becoming a trustee or co-trustee hereunder, and their successors; provided, any bank corporation or banking association shall possess trust powers and have a paid-in capital of at least $25,000,000, and any trust company shall possess trust powers and have a paid-in capital of at least $2,500,000, and in all events a corporate trustee must qualify as an "Independent trustee" as defined in paragraph 3.1.14. 3.1.5 "Current income beneficiary" is, with respect to each trust, a person or persons who at the time in question would be entitled to a maintenance allowance if the need therefor existed, whether or not the need therefor actually exists. 3.1.6 "Descendants" shall mean all those persons who are in a direct line of descent from a particular person named or referred to, and lawfully related to that person by consanguinity or adoption. 3.1.7 "Education" shall include that afforded by primary and secondary schools, colleges, professional, vocational, business or graduate school. 3.1.8 "Independent trustee" shall be a trustee who is not "a related and subordinate party" as that term is defined in Section 672(c) of the Code with respect to the settlor or any current income beneficiary of the affected trust; and who is not the settlor's spouse, or any one occupying the following named relations to settlor or to any current income beneficiary of the affected trust: father, mother, descendant, brother or sister; an employee of settlor or current income beneficiary; a corporation or any employee of a corporation in which the stockholdings of settlor, the trust, and all current income beneficiaries of the trust are significant from the standpoint of voting control; or a subordinate employee of a corporation in which settlor or a current income beneficiary is an executive. 3.1.9 "Individual trustee" shall mean and include any natural person becoming a trustee or co-trustee hereunder, and his successors. 3.1.10 "Maintenance" and "support" shall include, but not be limited to, any and all kinds of care, therapy and hospitalization incident to any physical, mental or nervous disorder, ailment or injury of a beneficiary. 3.1.11 "Maintenance allowance" shall mean such sums of money as shall be necessary to provide maintenance, support and education in the manner to which the beneficiary has been accustomed to the extent that funds for such purposes are not readily available to such beneficiary from other sources, including from wages which the trustees estimate, in the exercise of their reasonable discretion, could be earned by the beneficiary if he sought work within the general geographical area in which he then resides. Trustees are advised to be liberal in the application of such standard, and to take into account the difficulties, disadvantages, financial embarrassment and loss which might be incident to the use of other funds available to the beneficiary. The objective of preserving principal for distribution to future beneficiaries shall be secondary in importance to the objective of providing full support and maintenance to the current beneficiary entitled thereto, but it is also settlor's intent that a beneficiary not be financially encouraged to be indolent. 3.1.12 "Per Stirpes" Whenever provision is made for the benefit of the descendants, per stirpes, of a named or designated person, it is made with the intention and purpose of providing for descendants equally under the principles of representation in an indefinite line of succession. Upon the death of any beneficiary, the share formerly held for such beneficiary, is to be held and distributed for the descendants of such beneficiary per stirpes and not per capita, so long as any such descendants shall survive, and such share shall not inure to the benefit of the surviving members of the group of which such descendant beneficiary was a member except to the extent that a different intention is clearly expressed herein. 3.1.13 All references herein to "trustee" or "trustees" shall, where appropriate, be deemed to include either or both of a corporate trustee and individual trustee. 3.1.14 "Trust estate" in provisions respecting its distribution or its division into parts or shares for purposes of distribution or subdivision, shall include principal and income, both accrued and uncollected and collected and on hand. 3.1.15 Whenever a word or term defined above, or a pronoun in lieu thereof, is used herein in plural form, but there be only one person within the scope of the definition, such word or term, or pronoun used in lieu thereof, though in plural form, shall have a singular meaning. Conversely, wherever a word or term defined above, or a pronoun in lieu thereof, is used herein in a singular form, but there is more than one person within the scope of the definition, such word or term, or pronoun used in lieu thereof, though used in a singular form, shall have a plural meaning. In addition, wherever such a pronoun be in a masculine form, whether singular or plural, and there be one or more females, and one or more, or no males within the scope of the definition in lieu of which the pronoun is used, the masculine form so used shall either include or have, as the case may be, the feminine meaning. Conversely, wherever such pronoun be in a feminine form, whether singular or plural, and there be one or more males, and one or more, or no females within the scope of the definition in lieu of which the pronoun is used, the feminine form so used shall either include or have, as the case may be, the masculine meaning. ARTICLE II Invalid Provisions 3.2.1 General. In the event any provision of this instrument is adjudged to be invalid or void for any reason, such invalid or void provision shall not affect the whole of this instrument, but the balance of the provisions hereof will remain operative, to be carried into effect insofar as legally possible. ARTICLE III Perpetuities 3.3.1 General. If any provision herein shall violate any rule against perpetuities, or rule governing the suspension of power of alienation or the duration of trusts, it shall not invalidate any trust herein created, but each trust shall continue for the time permitted by law, and upon termination, the trust estate of each trust shall be distributed to the current income beneficiary thereof. ARTICLE IV Bond - Care - Accounting - Compensation 3.4.1 Ordinary Care Standard. The trustees shall be obligated to exercise only ordinary care in the performance of their duties hereunder, and no bond shall be required of the trustees. The trustees are hereby relieved to the full extent permitted by law from any and all the restrictions and liabilities with respect to the investment of funds imposed upon trustees by the law of the state in which the properties may be situated, or the law of any other state applicable. 3.4.2 Use of Courts. Trustees shall not be required to report to any court; provided, however, that nothing in this instrument shall be construed as limiting or otherwise affecting the jurisdiction of a court of equity with respect to any trust created pursuant to this instrument, where the aid of such court is sought by a trustee or beneficiary for or with respect to the interpretation and construction of this instrument, the enforcement of the obligations of trustees, or enforcement of the right of beneficiaries to require trustees from time to time to render an accounting with respect to the trust estates. 3.4.3 Binding Nature of Accounting. Any accounting by a trustee whether or not associated with resignation of a trustee, shall be binding upon all present or future beneficiaries if such accounting is approved by the current income beneficiary, or by all current income beneficiaries if there be more than one, of the trust involved. 3.4.4 Reimbursement of Trustees. Trustees shall be reimbursed for expenses incurred in the management of the trust estate and shall receive reasonable and customary compensation for services. Any trustee may, however, waive the right to compensation. ARTICLE V Transfers to the Trust Estate 3.5.1 General. Any person or corporation, whether or not a beneficiary, may transfer any property of any kind or character to the trustees of any trust created hereby or pursuant hereto, and, if accepted by them, the property so transferred or conveyed shall be and become a part of the designated trust or trusts exactly as though it had been specifically described in and assigned and transferred to the trustees in this instrument, and said property and all income, proceeds or accruals thereof shall be included in the term "trust estate" of the trust or trusts designated in any such transfer. ARTICLE VI Irrevocable Trusts 3.6.1 General. Each trust created hereby or pursuant hereto shall be irrevocable and settlor shall have no power to alter, amend, revoke or terminate this trust agreement. ARTICLE VII Authentication of Instruments 3.7.1 Reliance on Document. To the same extent as if it were the original, anyone may rely upon a copy certified by a notary public to be an identical copy of this instrument and of the writings, if any, endorsed hereon or attached hereto. Anyone may rely upon any statement of facts, certified by anyone who appears from the original document and of writings, if any, endorsed hereon or attached hereto, or a certified copy thereof, to be a trustee hereunder. 3.7.2 Execution by Less Than All Trustees. Every deed, mortgage, lease, assignment, check, note or any other instrument executed by any trustee or any nominee or agent of the trustees in connection with the trust estate, shall be conclusive evidence in favor of every person relying upon or claiming under any such instrument (i) that at the time of the delivery thereof, the trust or trusts created by this agreement was or were, as the case may be, in full force and effect, (ii) that such instrument was executed in accordance with the terms, conditions and limitations contained in this instrument or some amendment hereto and is binding upon all beneficiaries hereunder, and (iii) that said trustee or nominee was duly and properly authorized and empowered by all the trustees to execute and deliver, on behalf of all the trustees, such instrument. ARTICLE VIII Counterparts 3.8.1 General. This agreement has been executed in a number of identical counterparts, each of which shall be considered an original for all purposes. IN WITNESS WHEREOF, we have executed this Trust Agreement as of the day and year first above written. Betty Boyle Replogle, Betty Boyle Replogle, Settlor Dee A. Replogle, Dee A. Replogle, Jr., Trustee Frank D. Hill, Frank D. Hill, Trustee STATE OF OKLAHOMA ) COUNTY OF OKLAHOMA ) BEFORE ME, Annette Young, a Notary Public in and for said State, on this 1st day of July, 2011, personally appeared Betty Boyle Replogle, as settlor, to me known to be the identical person who executed the within and foregoing instrument and acknowledged to me that she executed the same as her free and voluntary act and deed as such settlor, for the uses and purposes therein set forth. IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year last above written. My commission expires: 10/08/14 ANNETTE YOUNG Notary Public State of Oklahoma Commission # 02016017 Expires 10/08/14 STATE OF OKLAHOMA ) COUNTY OF OKLAHOMA ) BEFORE ME, Annette Young, a Notary Public in and for said State, on this 1st day of July, 2011, personally appeared Dee A. Replogle, Jr., as trustee, to me known to be the identical person who executed the within and foregoing instrument and acknowledged to me that he executed the same as his free and voluntary act and deed as such trustee, for the uses and purposes therein set forth. IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year last above written. My commission expires: 10/08/14 ANNETTE YOUNG Notary Public State of Oklahoma Commission # 02016017 Expires 10/08/14 STATE OF OKLAHOMA ) ) ss. COUNTY OF OKLAHOMA ) BEFORE ME, ANNETTE YOUNG, a Notary Public in and for said State, on this 1st day of July, 2011, personally appeared Frank D. Hill, as trustee, to me known to be the identical person who executed the within and foregoing instrument and acknowledged to me that he executed the same as his free and voluntary act and deed as such trustee, for the uses and purposes therein set forth. IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year last above written. My commission expires: 10/08/14 Notary Public (Seal) ANNETTE YOUNG Notary Public State of Oklahoma Commission # 02016017 Expires 10/08/14 EXHIBIT "A" TO IRREVOCABLE TRUST AGREEMENT BY AND BETWEEN BETTY BOYLE REPLOGLE, SETTLOR AND DEE A. REPLOGLE, JR. AND FRANK D. HILL, TRUSTEES One dollar ($1.00) cash and other property to be contributed at a later date. C Dee and Betty Replogle Family Trust IRREVOCABLE TRUST AGREEMENT THIS IRREVOCABLE TRUST AGREEMENT (the “Agreement”) is made and entered into this ___ day of ____________, 2026, by and between, the trustees of the Betty Boyle Replogle 2011 Family Trust (the “2011 Family Trust”), created under that certain Irrevocable Trust Agreement dated December 31, 2011, and the trustees of the Dee A. Replogle GST Exempt Residuary Trust (the “DAR GST Exempt Trust”), created under the Last Will and Testament of Dee A. Replogle, as filed for probate in the District Court of Oklahoma County, Oklahoma on April 12, 2006 in Case No. PB-2006-422. The 2011 Family Trust and the DAR GST Exempt Trust are herein referenced as the “Merged Trusts” and the surviving trust as the “Surviving Trust.” Because the DAR GST Exempt Trust was formed from the estate of Dee A. Replogle, and the 2011 Family Trust was formed by Betty Boyle Replogle, Dee A. Replogle and Betty Boyle Replogle are herein collectively referenced as the “settlers.” WITNESSETH: WHEREAS, the Merged Trusts have common beneficiaries and both trusts are fully exempt from the Generation Skipping Transfer Tax, and the trustees and beneficiaries of such trusts desire they be merged and combined into a single trust in order to simplify administration and accounting, to reduce costs of administration, and more accurately to reflect the intentions of the settlors with respect to certain matters; NOW, THEREFORE, the trustees of the Merged Trusts hereby agree that all properties owned by them shall be merged and combined into a single trust to be governed by, under, and pursuant to the terms and conditions of this Agreement as herein set forth, and the trustees of the Surviving Trust agree to hold such property and any other property hereafter transferred, devised, or bequeathed to them, as trustees hereunder, together with the income therefrom, in trust, without bond, according and upon the terms and conditions hereinafter set forth. PART ONE - DISPOSITIVE PLAN ARTICLE I General 1.1.1 Name and Taxpayer Identification Number. The trust initially created by this Agreement shall be known as the “Dee and Betty Replogle Family Trust,” and the trusts subsequently created from the trust estate of said initial trust shall be collectively referred to as the “Dee and Betty Replogle Family Trusts.” The Surviving Trust shall be treated as a continuation of the DAR GST Exempt Trust and shall use its taxpayer identification number. 1.1.2 Property Contributed. The property described in Exhibit “A” attached hereto, together with any additions thereto made to either of the Merged Trusts or to any of the trusts created therefrom, whether inter vivos or by will, shall hereinafter sometimes be referred to as the “trust estate.” 1.1.3 Precatory Expressions. This Agreement has been drafted to continue to express the desires of Dee and Betty Replogle as set forth in the Merged Trusts and as clarified in this Agreement and thus provides the trustees with significant flexibility and discretion to deal with circumstances applicable to the beneficiaries of the trusts over the term of the Surviving Trust and any trusts created from it. It is the intention of settlors that the trusts created hereunder provide loving financial support for their children and grandchildren and their descendants; however, trust distributions should not serve as a disincentive to a beneficiary's motivation to provide for his or her own needs in life or to be a productive member of society nor should the distributions encourage indolent, unproductive, or improper behavior. Trustees are accordingly encouraged to be guided by these precatory expressions in their administration of the trusts created hereunder and, when so guided, may in their sole and absolute discretion withhold or cancel any distribution they would otherwise make to such beneficiary or may pay part or all of the distribution to health care providers or rehabilitative facilities or other third parties for the direct benefit of the beneficiary. 1.1.4 Initial Trust Beneficiaries. This trust has been created for the initial benefit of the children of settlors, i.e., Dee A. Replogle, Jr., Mary Elizabeth Replogle, Jamie Replogle Lake, and Robert C. Replogle, all of whom constitute the sole current income beneficiaries of each of the Merged Trusts as of the date of this Agreement and who shall constitute the sole current income beneficiaries of the Surviving Trust until such time as said trust is divided in accordance with the provisions of this Agreement. Settlors have applied sufficient portions of their respective GST Exemptions to cause the trust estates of the Merged Trusts, and therefore the trust estate of the Surviving Trust, to be fully exempt from the Generation Skipping Transfer Tax. 1.1.5 Sharing Percentages. While the four children of Dee and Betty Replogle initially were entitled to equal discretionary distributions, Mary Elizabeth Replogle subsequently received a disproportionate distribution of real properties from the 2011 Family Trust which altered her beneficial ownership in that trust. Because a significant part of the assets of the DAR Exempt Trust consisted of oil and gas interests, and because virtually all the income from those interests is distributed annually without replacement oil and gas properties being acquired, and because the assets of the 2011 Family Trust consisted largely of stocks and bonds, it was believed at the time the real properties were distributed exclusively to Mary Elizabeth Replogle that the 2011 Family Trust had the better prospect for increasing in value. Consequently, in order to provide Mary Elizabeth Replogle with a better opportunity to share in that appreciation, her reduced share was calculated with a uniform reduction in her interest in both the 2011 Family Trust and the DAR GST Exempt Trust rather than being confined to what would have been a much larger reduction in the 2011 Family Trust. Consequently, the resulting sharing percentages ("sharing percentages") of the four children in the Merged Trusts and therefore in the Surviving Trust are as follows: Dee A. Replogle, Jr. 27.2% Mary Elizabeth Replogle 18.4% Jamie Replogle Lake 27.2% Robert C. Replogle 27.2% Sharing percentages shall be further adjusted to reflect any exercise of a special power of appointment under the provisions of Article III of this Part One prior to the division of the Surviving Trust. ARTICLE II Dee and Betty Replogle Family Trusts 1.2.1 Division of Trust Estate. This trust is created for the initial benefit of settlors’ four children. Trustees shall initially hold the Surviving Trust as a single trust. Such trust shall be held for the initial benefit of settlors’ four children as current income beneficiaries and, in addition to a maintenance allowance, each child shall be entitled to receive such additional discretionary distributions as the Independent Trustees, in their sole and absolute discretion, shall determine to be appropriate. Provided, until such time as the Surviving Trust is divided, as discussed below, no discretionary distribution shall be made to any beneficiary unless proportionate distributions are simultaneously made to all children of settlors in accordance with their then respective sharing percentages in the trust. By way of example, if a disproportionate distribution of $27,200 were made to a child of settlors who then had a sharing percentage in the trust of 27.2%, a simultaneous distribution must be made to each other beneficiary in accordance with his or her sharing percentage with the result that the total amount distributed to all beneficiaries would be $100,000. Upon the death or incapacity of any child of Dee and Betty Replogle or immediately prior to making any distribution from the trust which would be disproportionate, based on the sharing percentages of the current income beneficiaries, including but not limited to the payment of a disproportionate maintenance allowance, the trustees shall divide the trust estate of the Surviving Trust into four separate trusts, with one of the four trusts so created being named for one of the four children of Dee and Betty Replogle (the “named child”), i.e., a separate trust will be created for each child from the Surviving Trust. Trustees shall allocate to each trust so created for the named child the named child’s then sharing percentage of the trust estate of the Surviving Trust. Trustees may effect a similar earlier division of the trust estate of the Surviving Trust at any time when, in the sole and absolute discretion of the trustees such a division would be in the best interests of the children of Dee and Betty Replogle, with the division to be made in the same manner as would have occurred upon the death of one of such children. In other words, in the event of any such division, each child of settlors will have a separate trust created from the division of the Surviving Trust and such trust shall represent such child’s sharing percentage of the Surviving Trust immediately prior to the disproportionate distribution or, if earlier, at the time of the division. Trustees shall hold, manage and distribute the property so allotted to each of the respective separate trusts in accordance with the provisions which follow: First: For the named child of settlors for whom the trust is named and identified, as current income beneficiary so long as such child shall live. Second: After the death of the named child, then for the descendants, per stirpes, of the named child as current income beneficiaries, so long as any such descendant shall live, and should there ever be none with respect to said separate trust, then, subject to the terms of Provision Third below, for the descendants, per stirpes, of settlors as current income beneficiaries so long as any such descendant of settlors shall live. Third: When no beneficiary named or designated in provision First or Second who was living at the time of the death of Dee A. Replogle shall be living with respect to any trust named for a child of settlors, then the trust estate of such trust shall be distributed to the charitable organization or charitable organizations identified by the named child in his or her last will and testament or, in the absence of such designation, shall continue to exist for the benefit of those persons in Provision Second above. Fourth: At such time as no beneficiary named or designated in provision First, Second, or Third is living, or at such time as a trust is terminated by reason of the applicable Rule Against Perpetuities, or at such other time as the trust is terminated for any other reason set forth herein, and if no charitable designation has been made by the named child of the trust under the procedures prescribed by this Agreement, the trust shall be divided into two equal parts. One such part shall be distributed to the University of Oklahoma Foundation and used to fund, in whole or in part, or to supplement any funding already provided, an endowed professorship or teaching position at the University of Oklahoma, in the name of “The Dee and Betty Replogle Family,” for the study and teaching of the history of mining activities and the construction of railroads in the American West in the Nineteenth Century Anno Domini. To the extent any funds remain in such part following the full funding of said endowed professorship or teaching position, the remaining funds, if any, shall be used by the University of Oklahoma Foundation to establish a permanent endowment in the name of “The Dee and Betty Replogle Family” to fund scholarships for academically gifted undergraduate students in the study of American and English literature. The other such part shall be distributed to the Oklahoma Medical Research Foundation and used to fund, in whole or in part, an endowed professorship or endowed teaching position, in the name of “The Dee and Betty Replogle Family,” for the study of autoimmune disorders. Provided, in the event the Oklahoma Medical Research Foundation declines or is unable to use such funds for that specific purpose, the distribution to the Oklahoma Medical Research Foundation shall lapse and the funds shall instead be paid to the University of Oklahoma Foundation for the uses and purposes previously set forth for funds distributed to the University of Oklahoma Foundation. ARTICLE III Trust Benefits and Duration 1.3.1 General. All of the terms, provisions and conditions of any trust provided for in Article II of Part One shall be subject to the following provisions. 1.3.2 Distributions to Beneficiaries. Unless otherwise specifically directed herein or by the exercise of a power of appointment, the trustees of any trust shall from time to time and as often as necessary, pay a maintenance allowance to or for each current income beneficiary from income or principal of the trust or trusts with respect to which such beneficiary is at the time a current income beneficiary; provided, however, the payment of a maintenance allowance may be withheld by trustees if they determine, in their reasonable discretion and judgment, that a current income beneficiary is not complying with the standards contemplated by the settlors, as described in paragraph 1.1.3 of this Agreement. The trustees may, subject to the restrictions contained in paragraph 2.2.2 of this Agreement, also distribute to or use for the benefit of each current income beneficiary, in addition to a maintenance allowance, such other and further sums from income or principal as they, in their sole and absolute discretion, shall determine to be for the best interest of such beneficiaries. Trustees are authorized in their discretion to pay the expense of last illness and funeral of any current income beneficiary. Any income not distributed shall be accumulated and added to principal. 1.3.3 Special Power of Appointment. A current income beneficiary shall have a special power of appointment, either (i) by will at his death or (ii) during his lifetime after having reached the age of thirty (30) years, to direct trustees to pay and distribute or to continue to hold in trust all or any part of the trust estate or estates with respect to which he or she is at the time a "current income beneficiary" to or for the benefit of any one or more of settlors' descendants, to such extent and in such manner or proportions, and in such lawful interests or estates, whether absolute or in trust, including spendthrift trusts, as such current income beneficiary may direct. Appointments may be made in favor of any designated descendant, however remote, even though the parent of such descendant is living. In no event, however, shall such appointment be made in favor of the said current income beneficiary, his estate, his creditors, or creditors of his estate, nor shall any appointment be made in such a manner that would relieve or discharge a legal obligation of support of the current income beneficiary possessing such power. Current income beneficiaries are strongly advised to consult with their tax advisors and counsel prior to any such exercise. 1.3.4 General Power of Appointment. A current income beneficiary shall have a general power of appointment, exercisable by will, to direct trustees to pay and distribute to any person or persons, including such current income beneficiary, his estate, his creditors, and/or creditors of his estate, that portion, and only that portion, of the trust estate of any trust established hereunder, and with respect to which he is a "current income beneficiary" at the time of his death, which, were it not for the existence of such general power of appointment, would as the result of such beneficiary's death be subject to, and would result in the actual payment of, a generation skipping transfer tax, and with respect to which, as a result of the existence of such power of appointment, no part of any such portion will be subject to a graduated federal estate tax rate which will be equal to or greater than the actual rate of tax which would otherwise be imposed upon such part for purposes of the federal generation skipping tax. For the purposes of making the above comparison of rates of taxation, it shall be assumed that any such portion of the trust estate is in addition to those assets otherwise included in the taxable estate of the current income beneficiary and will accordingly be subject to estate tax rates equal to or in excess of those rates which would otherwise be applicable to such taxable estate but for the operation of this paragraph. 1.3.5 Exercise of Powers. (a) Each power of appointment herein provided for may be exercised only by (i) an appointee under the following subparagraph (b), or (ii) a current income beneficiary who becomes such by succession of events as provided for in the provisions herein creating the trust over which he is a current income beneficiary and may not be exercised by such person prior to the time he or she becomes a current income beneficiary (any person identified in clause (i) or (ii) of this sentence is hereinafter referred to as the “power holder”). In the event that there should be more than one power holder of any trust, any power of appointment and power to direct distribution may be exercised by each such power holder only to the extent of the share of such trust estate held for him or her as beneficiary. In exercising any power of appointment granted in this instrument, specific reference to the power of appointment must be made in the will or written instrument signed by the person exercising the power, and such reference must purport to exercise such power. In the event a power of appointment is not effectively exercised in whole or in part, then, upon the death of the power holder holding such power, any property which fails to pass by the exercise of such power of appointment shall be held in trust, administered and distributed for the use and benefit of the beneficiary or beneficiaries named with respect to each trust, in the order and preference as provided herein. (b) Unless expressly stated to the contrary, an appointee under a special power of appointment shall be authorized further to appoint the property covered thereby under a special power of appointment in the same manner and to the same persons set forth in paragraph 1.4.3(a) hereof, as if such appointee were the current income beneficiary under said paragraph; provided, with respect to the vesting of any estate or interest in such property or suspension of absolute ownership or power of alienation of such property, the power to appoint the property further shall exist only for a period ascertainable with regard to the date of the creation of the first power. The authority granted under this subparagraph shall be limited so as not to create a general power of appointment under Section 2041(a)(3) of the Code or to violate any applicable rule against perpetuities. 1.3.6 Distributions from Multiple Trusts. Whenever a maintenance allowance or other distribution may be paid from more than one trust, it shall be made from any one or more of the trusts from which it might be paid, as trustees may determine, but only one such maintenance allowance shall be paid. 1.3.7 Qualified Transfers. Upon the exercise of either a special or general power of appointment hereinabove granted which directs payment of certain tuition or medical care constituting a “qualified transfer” for purposes of Section 2503(e) of the Code, payments shall be made in the manner prescribed by Section 2503(e), including, without limitation, the requirement that payments shall be made directly to the educational organization or medical service provider and not to the appointee. 1.3.8 Right to Subdivide Trust. (a) Authority of Trustees. Each trust herein created shall remain in being and the properties thereof held and administered by the trustees until distributed pursuant to the provisions hereof. At any time when there shall be more than one current beneficiary of any trust, the trustees thereof are authorized to separate the trust into as many parts as there are current beneficiaries, and to divide such trust into separate trusts having properties or interests in the shares and proportions which are the same as the proportionate rights of the several current beneficiaries. (b) Zero Inclusion Ratio. At any time when an exemption from the generation skipping tax is to be allotted to a portion, but less than all, of any trust created hereunder with respect to a current beneficiary, trustees are authorized and directed to divide his trust into two separate trusts, with one such resulting trust being of sufficient size so that it will, following such allotment and the previous allotment of any other exemptions, have an “inclusion ratio,” as defined in Section 2642(a)(1) of the Code, of zero, with the result that “taxable terminations” and/or “taxable distributions” involving property held by such trust will be totally exempt from the generation skipping tax, while the other such resulting trust will have an inclusion ratio of one. (c) Separation for Business Reasons. If in the sole opinion of trustees, a trust for a current beneficiary should be divided for good and reasonable business purposes, the trustees are authorized to separate the trust into one or more trusts for the benefit of the current beneficiary. Upon division, the terms and provisions applying to each separate trust shall be identical. In particular, the trustees may divide any trust existing hereunder into separate trusts in order that a separate trust is allocated and holds only properties that subject the trust to governmental regulation (such as bank stock or bank holding company stock) and the other trust holds only properties that do not subject the trust to governmental regulation, with each separate trust to be held, managed and distributed according to the provisions of this instrument. 1.3.9 Termination. The trusts created hereunder are intended to have a duration equal to twenty-one (21) years after the death of the last surviving descendant of Dee A. Replogle who was living at the time of the death of Dee A. Replogle, which is the shorter of the durations permitted by the 2011 Family Trust and the DAR GST Exempt Trust. However, each trust created under the provisions hereof shall be terminated upon the date on which all trust assets have been distributed as provided under the provisions of this Agreement. Upon termination, the properties of the trust shall be distributed to the persons then entitled thereto as beneficiaries under the principles described herein. PART TWO - ADMINISTRATION ARTICLE I Succession of Trustees 2.1.1 Initial Trustees. The trustees named herein and any successor trustees appointed as herein provided shall serve as trustee or trustees of all trusts created by or pursuant to this instrument unless otherwise provided. Dee A. Replogle, Jr., and Frank D. Hill shall serve initially as co-trustees of all trusts created hereunder. Dee A. Replogle, Jr., shall have during his lifetime the authority to remove and/or appoint any individual or corporate trustee or co-trustee of any trust created hereunder, provided such action does not cause more than one-half (1/2) of the trustees of the trust not to be Independent Trustees. In the event Frank D. Hill ceases to serve as a trustee of a trust created hereunder without a successor trustee’s being appointed as herein provided, Allison Harvey shall serve as successor co-trustee of such trust along with the remaining co-trustee, if any. Should Allison Harvey decline to serve or cease to serve as successor trustee or co-trustee of the trusts for any reason without a successor trustee’s being appointed as herein provided, MidFirst Bank shall serve as successor co-trustee of such trust. In the event at any time, Dee A. Replogle, Jr., ceases to serve as a trustee of a trust created hereunder without a successor trustee’s being appointed as hereinafter provided, Jamie Replogle Lake shall serve as successor co-trustee or, should she decline to serve or cease to serve for any reason as co-trustee of such trust, MidFirst Bank of Oklahoma shall serve as successor co-trustee. Should for any reason, MidFirst Bank of Oklahoma be serving as trustee of a trust created hereunder without an individual serving as co-trustee under the foregoing succession provisions, MidFirst Bank shall serve as the sole trustee of such trust. 2.1.2 Requirement of Independent Trustee and Right to Appoint Corporate Custodian. Notwithstanding anything herein to the contrary, at least one-half (1/2) of the trustees of any trust created hereunder shall be Independent Trustees with respect to any and all current income beneficiaries of the trust. Dee A. Replogle, Jr., shall have the right to appoint and remove any Independent Corporate Trustee or Corporate Custodian during his lifetime. A Corporate Custodian shall not have any of the duties or responsibilities of a trustee, nor have any liabilities to the trust or any beneficiary resulting from a fiduciary relationship, and shall have only those duties specified in a written custodian agreement executed by the Corporate Custodian and the trustees of the subject trust setting forth the duties, obligations, and compensation of the Corporate Custodian. A Corporate Custodian must only be a bank or financial institution which would meet the definition of an Independent Corporate Trustee if said custodian had been appointed in that capacity. 2.1.3 Right of Current Income Beneficiary to Remove and Appoint Trustees and an Independent Advisor. At such time as Dee A. Replogle, Jr. is neither a trustee nor co-trustee of a trust created hereunder, any current income beneficiary of such trust over the age of thirty (30) years (or if there be at any time more than one with respect to the trust, a majority of them) may: (i) Remove any trustee of such trust by appointing, and only by appointing, a successor Independent Corporate Trustee, or may remove any Independent Corporate Trustee who is then serving upon the appointment and acceptance of a successor Independent Corporate Trustee; and or (ii) The current income beneficiary of a trust who is over the age of thirty appoint an individual to serve as an Independent Advisor to the trust. An Independent Advisor’s sole role shall be to insure the Independent Corporate Trustee is aware of the financial and health condition of the beneficiaries of the trust and shall have no right to make or participate in any decisions relating to distributions from the trust or the investment of trust funds, nor shall the Independent Advisor be considered to have a fiduciary duty to the trust, its beneficiaries, or the Independent Corporate Trustee. A trust shall never have more than one Independent Advisor, and an Independent Advisor may be removed and replaced by a successor Independent Advisor appointed by a majority of the current income beneficiaries of the trust who are over the age of thirty (30) years. 2.1.4 Right of Trustee to Remove and Appoint Trustees. Any individual who is then serving as a trustee or co-trustee of any trust created hereunder may appoint an Independent Corporate Trustee to serve as co-trustee of such trust. Provided, there shall never be more than one Independent Corporate Trustee serving as trustee of any trust created hereunder. Any individual trustee may resign as trustee and upon such resignation name and appoint an Independent Corporate Trustee as successor. An individual trustee may remove any Independent Corporate Trustee appointed by such individual trustee and appoint a successor Independent Corporate Trustee. 2.1.5 Right to Appoint and Replace Investment Advisor. Dee A. Replogle, Jr., and any person who succeeds him as a trustee or co-trustee of a trust created hereunder (including but not limited to an Independent Corporate Trustee) may appoint or replace an investment advisor to manage the publicly traded and private investments of the trust and, to the extent such an investment advisor is appointed and acts in such capacity, any Independent Corporate Trustee shall not in any way be responsible or liable for the performance or failure to perform of such investments. The initial investment advisor of each trust created hereunder must have a seat on the New York Stock Exchange or be employed by a brokerage or investment company that has such a seat. Under no circumstances may an investment Advisor make any distributions except pursuant to the explicit direction of the trustees of the trust. The initial investment Advisor shall be the Merrill Lynch office of Casey Harrah and Associates in Oklahoma City, Oklahoma. 2.1.6 Resignation and/or Appointment of Independent Corporate Trustee. Any Independent Corporate Trustee may resign at any time upon the appointment of a successor Independent Corporate Trustee and upon the acceptance by such successor trustee. A removal or appointment of an Independent Corporate Trustee, including but not limited to a successor Independent Corporate Trustee, shall only be effective upon the acceptance of the appointment by the Independent Corporate Trustee. 2.1.7 Procedures for Removal of Trustee. Wherever provision is made in this Article for removal of a trustee, such removal may be made with or without cause at any time and from time to time without application to any court by the person so authorized to make such removal. 2.1.8 Vacancies. If the office of trustee should become vacant and should not be filled as provided above, such vacancy shall be filled as directed by a majority of the then competent adult beneficiaries who may assume to act, or by any one of them if only one assumes to act. If there be no competent adult beneficiary who assumes to act, then a successor trustee may be appointed by a majority of any beneficiaries’ guardians who assume to act, or by one of such guardians if only one assumes to act. 2.1.9 Procedures for Resignation, Removal, Appointment, and Acceptance of Trustee. Any resignation, removal, appointment, or acceptance of a trustee or trustees may be made by an instrument in writing signed and acknowledged and filed with the books and records of the trust. Any representation by any trustee, or successor trustee or trustees appointed as herein provided, shall be conclusive so far as third persons are concerned as to who the trustee is, or the trustees are, then serving. 2.1.10 Incapacity of a Trustee. Notwithstanding anything contained in this instrument to the contrary, a person who suffers from incapacity (a) shall automatically be disqualified as trustee and either shall not serve or shall cease to serve as trustee and (b) shall not have the power to remove or appoint trustees. 2.1.11 Definition of Incapacity. As used in this Article One, the term "incapacity" shall mean a material physical or mental impairment which effectively renders the person incapable of carrying out the normal functions, duties, and responsibilities of daily life, including business activities to the extent those are relevant to the individual's daily life, and if the person is then serving as a trustee or co-trustee of a trust created hereunder, the duties imposed upon a trustee hereunder, or imposed or arising from this instrument. Incapacity may be established by a court of competent jurisdiction or by a duly licensed medical physician who has been responsible for the primary care of the person and has examined the person and renders a written certificate to that effect. ARTICLE II Powers of Trustees 2.2.1 General. With respect to all trusts created by or pursuant to this instrument, the trustees shall be governed by the provisions of this Article. 2.2.2 Self-Interest. Except as specifically set forth in paragraph 3.4.4, no beneficiary who is also a trustee may at any time when acting in the capacity of trustee, pay or cause to be paid to or for himself, directly or indirectly, any amount which is in excess of the amount then required to be distributed under the terms of this instrument, and shall make no distributions to or for himself which requires the exercise of discretion. Nor shall a trustee, whether or not a beneficiary, participate in any decision to apply for or maintain insurance on his life or in decisions as to whether principal or income is to be used for the payment of premiums of any such insurance, or have any power to change the beneficial ownership in any such policy or make a determination with respect to making any such distribution, the taking out or maintaining of such insurance or the payment of such premiums or control of any such policy. The trustee or trustees not prohibited from participating in any distribution or decision contemplated by this paragraph shall make each and every determination as to any such distribution or decision. 2.2.3 Right to Hold Residence. Trustees are authorized to hold and maintain any real property, or with funds of the trust to purchase and so hold for the use and benefit of any current income beneficiary, a residence or residences suitable to the station in life of such beneficiary, and at such place or places as shall be most suitable for the use of such beneficiary, and, in connection therewith, to purchase and install therein or repair or replace all items of furniture, appliances, fixtures, utensils, equipment and decoration, and other things reasonably expected to be found in such a residence, and to maintain constantly such home as a suitable place for such beneficiary or beneficiaries to live, such residence and all items therein to be and to remain the property of the trust or trusts furnishing funds therefor, and to be subject at all times to the powers and control of trustees. 2.2.4 Discretion. Trustees are authorized in their discretion to permit any current income beneficiary to possess, use and enjoy, without charge or impeachment for waste, any tangible property, real or personal, of the trust estate. 2.2.5 Allocations Between Principal and Interest. All bonuses, rentals, royalty, and all other payments received under the terms of oil, gas or other mineral lease, and all proceeds from production under any form of arrangement for the operation of any type of mineral interest held in trust shall be deemed income, and no reserve shall be established for depletion. Otherwise, trustees hereunder are authorized and empowered to allocate receipts and disbursements between principal and income and to allocate items of income and items of deduction in any manner in which they see fit, so that any part of any item may be apportioned to or among the fiduciary and the beneficiary, or each or any of them. By this provision, it is not intended to enlarge or diminish the instructions with respect to the amount to be distributed, but it is intended to authorize the trustees to allocate and determine the type, character and source of funds to be distributed, or of the funds to be retained by the trustees. By way of example, any appropriate tax deduction may be apportioned and allocated in such manner as trustees see fit. 2.2.6 Discretionary Termination. An Independent Trustee may terminate any trust created hereunder at any time when, in its judgment, the trust estate is too small to justify management as a trust. Upon any such termination, the funds and properties of the terminated trust shall be paid and distributed to or for those persons then living who are entitled to such benefit as determined in the order and preference and under the principles above stated. No person whose enjoyment of his rights or benefits hereunder as a contingent beneficiary then depends upon the happening of a contingency, which contingency has not happened at the time, shall be entitled to share in any distribution. The power to terminate may not be exercised by any trustee who, as a beneficiary or otherwise, would share in the property distributed. 2.2.7 Change of Conditions. The happening of any event or change of conditions affecting the distribution of income or principal of the trust estate shall be binding upon and affect the liability of the trustees only from the time trustees receive written notice or acquire actual knowledge thereof. 2.2.8 Determinations By Trustees. Trustees are authorized to determine who is entitled to distributions and amounts thereof, including determination, without court action, of pedigree, heirship and facts and dates of marriage, birth and death, without liability for error in the absence of bad faith. The power and exoneration of trustees herein shall not prohibit any beneficiary from following the assets of the trust estate in the assertion of his rights. 2.2.9 Disability of Beneficiary. If a beneficiary be under a legal, physical or mental disability, or be, in trustees' opinion, incapable of handling funds on account of illness, injury or infirmity of any kind at a time when principal or income be payable to him or for his benefit, trustees, in their discretion, may make such disbursements to the natural, testamentary, or appointed guardian of such beneficiary's person, or to the guardian of his estate, or to the person with whom he shall then reside, or to the person furnishing all or any part of his support or education, or to such beneficiary directly, should trustees despite his legal disability, deem him capable of handling same or to a custodian of such beneficiary under the Oklahoma Uniform Transfer to Minors Act. Any appointed guardian specified above shall be one appointed by a court of competent jurisdiction of the State of Oklahoma, or of any other state. All payments made pursuant to the terms of this paragraph shall be an acquittance to trustees to the extent of the amount so paid. For the purposes of this paragraph, coverture shall not be regarded as a disability. 2.2.10 Distribution of Accumulated Income. Although trustees should seek to avoid discretionary distributions of accumulated income which would result in the loss of tax credits (otherwise available with respect to distributions) by reason of the application of Section 667(c) of the Code, they shall have no liability even if a distribution of accumulated income results in the loss of credits for taxes paid by any trust created hereunder on income accumulated in prior years. 2.2.11 Division of Trusts. In any case in which trustees are required to divide the principal or income of the trust estates created hereby into parts or shares, or to distribute the same, they are authorized to make the same in cash or in kind, or partly in cash or partly in kind, and when in kind at values, including the amount and value of equalizing payments, to be determined by trustees and in event of a distribution to two or more beneficiaries, likewise to partition such estates among them, and to determine what property or items of property shall constitute each share to be distributed, or to distribute to them undivided interests in one or more items of property, or to sell all or part of the estate subject to distribution and distribute the net proceeds of such sale or sales, and every such determination, division or distribution shall be conclusive upon all parties at any time interested hereunder. 2.2.12 Employment of Advisors by Trustees. Trustees are authorized to employ attorneys, accountants and agents in the exercise of their duties, and to apply to the court for instructions on any question that may arise, even though such question may involve a discretionary power or duty of the trustees. 2.2.13 Multi-State Administration. In the event any of the property which is or may become a part of the assets of a trust is situated in any other state or states than the State of Oklahoma, in which trustees are not qualified to act as trustees, trustees are empowered to name an individual or corporate trustee qualified to act in such states in connection with the property situated in that state as trustee of such property and require such security as may be designated by trustees. The trustee so appointed shall have all such rights, powers, discretions and duties as are delegated to it by trustees but shall exercise the same subject to such limitations or further directions of trustees as shall be specified in the instrument evidencing its appointment. Such trustee shall be answerable to the trustees herein appointed for all moneys, assets and other property which may be received by it in connection with the administration of such property. Trustees hereunder may remove such ancillary trustee and appoint a successor at any time or from time to time as to any or all of the assets. 2.2.14 Construction and Interpretation. If and when trustees are in good faith in doubt as to the proper construction, interpretation or operation of this instrument, or the application, interpretation or construction of the Oklahoma Trust Act, or as to any other or additional matter involving the administration of a trust or the rights of any beneficiary thereof, trustees are hereby authorized to resolve such doubts in such manner as they shall deem equitable and proper, the intention being thus to avoid suits for construction or instructions, to the fullest extent possible. All decisions and actions of trustees in the exercise and discretion of power vested in them by the provisions of this paragraph shall, in the absence of bad faith, be conclusive on all persons ever interested in any trust hereunder. 2.2.15 Deferred Benefit Plans. No proceeds from or interests in a deferred benefit plan are included in the trust estate of the Surviving Trust. 2.2.16 Powers. Trustees shall have the authority, for the benefit of the trust estate, to do or perform any act with respect to the properties thereof which could be done pursuant to or under the Oklahoma Trust Act, as now enacted or as later amended. In addition, trustees shall have the authority to make any election affecting the trust estate of any trust created hereunder which they are entitled to make under the Code, and the decision of whether or not to make any such election shall be determined by them in their sole and absolute discretion and they shall have no liability to any party with respect to any such decision. Any investment in corporate stock or bonds, or any business association, will not be deemed to be improper for the reason that any trustee may own stocks or bonds of the same corporation, or have any interest in the business association, or be employed in any capacity by such corporation or business association. In addition, trustees shall have no liability with respect to any investment they make in any corporation, partnership, general or limited, limited liability company or other entity that is controlled, directly or indirectly, by a group consisting of one or more of settlors' descendants so long as the purchase price is the fair market value of the stock, partnership interest, membership interest or other securities (the "family securities") being acquired, determined on the basis of a qualified independent appraisal, nor shall they have any duty to sell, for reasons of diversification or otherwise, the family securities. Without limitation of the general powers of trustees provided for in the foregoing provisions, trustees are hereby authorized and empowered to: (a) purchase, sell, own, hold, manage, transfer, lease, sublet, partition, subdivide, improve, repair, alter, mortgage, exchange, encumber, pledge, invest in, and otherwise deal with or in property, real, personal or mixed, tangible or intangible, and wherever located, on any terms and without restriction of any kind whatever as trustees shall see fit in their absolute discretion regardless of laws governing investments by fiduciaries and without any duty to diversify investments; (b) convey, mortgage, assign or lease any such property or part thereof, with or without warranty of title, including specific authority to enter into valid and binding oil, gas, and other mineral leases, division orders, unitization, pooling, gas sales and repressurization agreements and other contracts or mortgages, the terms of which may commence in futuro or extend beyond the termination of a trust created hereunder, or to grant to a lessee an option, exercisable during or at the termination of the lease, or any extension thereof, to purchase the leased property; and to execute and deliver any agreement or instrument pertaining to the development, production, conservation, processing, or sale, of oil, gas and other minerals; (c) alter, reconstruct or wreck and remove improvements on real estate held in trust hereunder, and may build new improvements thereon; (d) vote any stock held by them in person or by proxy without liability; (e) hold real estate or stock or any other property in the name of any nominee or agent selected by them and authorize and empower any trustee serving hereunder or any nominee or agent of trustees, to execute and deliver, on behalf of all the trustees, any deed, mortgage, lease, assignment, check, note or any other instrument in connection with the trust estate; (f) contract for and on behalf of the trusts in any way they see fit; (g) compromise, contest or arbitrate any and all claims of or against the trust estate, or the trustees as such; (h) abandon any property deemed by them to be burdensome or valueless; (i) pay calls, assessments and any other sums chargeable or accrued against or on account of shares of stock or other securities in the hands of the trustees; (j) sell or exercise stock subscription or conversion rights, participate in foreclosures, reorganizations, consolidations, mergers, liquidations, pooling agreements and voting trusts; (k) take out and maintain on the life of any beneficiary or any trustee, life insurance or any other kind or kinds of insurance, for the benefit of the beneficiary or beneficiaries, or the trust estate, in such amount as the trustees in their uncontrolled discretion shall deem advisable; (l) To pay any and all premiums or other charges on any insurance out of any trust for the benefit of the trust estate thereof, or pay premiums out of any trust on life insurance policies where the proceeds of such policies are payable directly or indirectly to trustees or the beneficiaries of the trust, whether or not trustees own the policies; (m) pay out of the trust estate all expenses or costs of every kind or character incurred in performing the duties of trustees; (n) execute and deliver any deed or other instrument deemed by them necessary and proper in the exercise of any power herein granted; (o) manage, invest and deal with the properties of the trusts herein created, as one or more common funds, so far as the investment and management are concerned, and to deal with or distribute the portions to the separate trusts as undivided interests, or to divide the same in kind, all in proportion to the investments for each of the separate trusts; (p) protect, conserve and operate, either solely or in conjunction with the others, any business operation, partnership, joint venture or other enterprise of any nature transferred to trustees hereby in such a manner as the trustees may deem proper, with full power to incorporate such business or to execute or join in any plan of refinancing, merger, consolidation or reorganization thereof, with full power to borrow money as trustees deem advisable for the purposes thereof and with authority to hire such employees and agents as are reasonably necessary to operate such business, it being settlors' intention that trustees shall, in their discretion, be able to manage and operate such business exactly as either settlor could have done and without liability for any losses incurred therein except those arising from bad faith or negligence; (q) retain either permanently or temporarily any property, business investments or securities of any nature hereby transferred in trust or acquired by any predecessor trustees, without liability to the trust estate for any loss thereto which occurs by reason of such retention, including, but not be limited to, any stock in any bank or trust company which is or may become a trustee hereunder; (r) participate or invest in any common trust fund for the benefit of the trust estate; (s) borrow money, including the use of margin accounts, and secure payment of such indebtedness in such manner as they shall deem proper; and no lender shall be required to see to the propriety of trustees’ action in borrowing or to the use of the money borrowed; (t) purchase and sell option contracts which give the trustees or another the option to buy or sell, at a future time, any stock or security of any company; (u) consolidate and combine any trust estate or estates created hereunder with any other trust estate or estates created hereunder, or under (i) any other inter vivos trust instrument executed and delivered on or prior to the date first above written, or (ii) any will duly admitted to probate on or prior to the date first above written, executed by a settlor, the spouse of a settlor, or any ancestor of a settlor in the capacity of trustor or testator, as the case may be, but only to the extent that the trusts to be combined have identical beneficiaries (vested and contingent) and interests to be administered as a single trust for purposes of division, management and distribution; (v) give any notice or communication hereunder to any of the parties hereto or to any other person from time to time interested herein by mailing a notice in writing to the addresses filed with the trustees or to such address as any of such parties or persons shall by written notice prescribe, or by giving actual notice, and to adjust the time and manner of giving any notice required hereunder in accordance with any requests or directions given by any person entitled to receive such notice (including the power to permit the waiver by such person or his representative of any right to receive such notice, or to give such other notice as the trustees and such person may determine); to make payments due hereunder from the trustees at such office as the trustees may maintain; provided, however, that any person from time to time entitled to such payment may, by notice in writing to the trustees, specify any post office address to which such payment shall be remitted; (w) make elections or exercise options of any kind permitted with respect to life insurance policies or the settlement, receipt or other disposition of funds or other property derived from any qualified or nonqualified plan or arrangement of deferred compensation or earned income; (x) purchase assets or borrow money from, sell assets or lend money to any person, including without limitation from or to the executor, administrator, or testamentary trustee of the estate of a beneficiary and from or to any beneficiary of any trust created hereby or pursuant hereto; provided, that any such purchase, sale or loan is made for the benefit of the trust and any such purchase is on the basis of the fair value of the property and any loan is adequately secured by property on the basis of its fair value. 2.2.17 Investments. Trustees shall incur no liability as the result of a sale, purchase or loan, or for the retention of an investment, even though (i) the sale, purchase or loan may not be an investment or transaction of the character prescribed by law for the investment of other trust funds, (ii) the transaction may result in a large percentage of the trust estate being invested in one class of property, (iii) the trustees may be trustees of other trusts that are parties to the transaction with conflicting interests or (iv) one or more of the trustees may be an executor or administrator of an estate which may be a party to the transaction. 2.2.18 Life Insurance. Subject to the limitations set forth in paragraph 2.2.2, trustees shall be vested with all right, incidents of ownership, title, and interest in and to the life insurance policies transferred to this trust, and any additional policies which may otherwise be acquired by the trustees, and, without in any way limiting the generality of the foregoing, shall be authorized and empowered, at any time and from time to time, to exercise all or any of the options, benefits, rights, privileges, and interests under and with respect to any such policy or policies, including by way of illustration and not limitation: (a) to surrender any such policy or policies and obtain the cash surrender value thereof; (b) to borrow from the insurer issuing any such policy or policies upon the security thereof or otherwise for the purpose of paying premiums or for any other purpose; (c) to borrow from any other person, firm or corporation upon the security of any such policy or policies, and to assign any such policy or policies as security for any such loan; (d) to direct the application of dividends in any manner permitted by the terms of any such policy or policies or by the insurer issuing the same; (e) to exercise any nonforfeiture right contained in any such policy or policies or permitted by the insurer issuing the same; (f) to select, elect or designate any option, mode of payment or settlement provision with respect to the surrender value, maturity value, or death proceeds of any such policy or policies to the extent permitted by the insurer issuing the same; (g) to exchange or otherwise convert any such policy or policies into other forms of insurance, endowment contracts or annuities; (h) to prepay premiums and to exercise all rights with respect to such prepaid premiums as permitted by the insurer issuing the same; and (i) to exercise any other right or privilege contained in any such policy or policies or which is permitted by the insurer issuing the same and which the owner thereof, by virtue of such ownership, might exercise. Any action taken by trustees with respect to any such policy or policies of insurance or contract of annuity issued in exchange for such policy or policies, may be recognized by the insurer issuing any such policy, policies or contracts as fully and to the same extent as though the same were owned by an individual in a nonfiduciary capacity. Trustees shall not have the power to use any income from the principal of this trust to pay premiums on any policy of insurance, but shall pay premiums, if paid, from the principal of the trust including property which may be added to this trust after its creation, to the extent such later additions are not withdrawn under the provisions hereof. If a beneficiary, as the insured under any policy, becomes totally or permanently disabled, within the meaning of such policy, and because of such disability the payment of any premiums shall during the pendency of said disability be waived, trustees, upon receipt of written notice of such disability, shall promptly notify the insurance company which has issued such policy and take any and all steps necessary to make such waiver of premium provision effective. The trustees shall have no affirmative obligation to inquire as to the degree or status of the disability of a beneficiary. 2.2.19 Receipts and Releases. Any receipts, releases and other instruments executed by the trustees in connection with such policies shall be binding and conclusive as to all persons entitled to any proceeds hereunder. 2.2.20 Payment of Premiums. For the purpose of collecting monies due under such policies, trustees shall have the power to make proper proofs and releases as to enable trustees to receive the proceeds thereof, to institute any suit or proceeding and to perform any and all other acts necessary or appropriate for accomplishing such purpose. Trustees shall not, however, be obligated to institute or maintain any litigation to enforce payment of any policy until trustees shall have been indemnified to trustees' satisfaction. The receipt of the trustees shall be in full acquittance and discharge of the companies issuing the policies, and, upon payment of the proceeds thereof to the trustees, the insurance companies shall be exempted from all liability as to the proper application of the trust estate. Expenses incurred in making such collections shall be a proper charge against the trust estate. 2.2.21 Collection of Proceeds. Except as expressly provided herein to the contrary, trustees shall be under no duty or responsibility to pay any premiums or other charge required to continue in force any of the above referenced policies or any additions thereto or substitutions therefor, or to procure renewals thereof, or to see that the policies are kept in force, nor shall trustees have any responsibility with respect to any indebtedness of a beneficiary now existing to the respective insurance companies or to a lending institution with which the policies have been deposited as collateral. 2.2.22 Limitation on Powers. No provision herein shall be construed or deemed to grant to trustees, beneficiary, or any other person any power which shall cause any portion of the trust estate to be included in the beneficiary's gross estate for federal estate tax purposes at the beneficiary's death. 2.2.23 Contingent Liquidations. In the event that any assets of the trust or interests hereunder, or the gift or transfer hereto made, or any part thereof or any future gift or transfer hereto, or any distribution hereunder, shall be subjected to, or shall be taken into account in the determination of, any income, gift, estate, inheritance, transfer, succession or generatio- skipping taxation under any present or future law, the trustees are empowered, in their discretion, to adjust, liquidate and pay such tax or taxes or any part thereof. The trustees shall have the power to litigate, in such manner and to such extent as they shall deem expedient, the liability for or amount of such tax or taxes. Regardless of the above, no part of the principal or income of the trust which would otherwise be exempt from a tax shall be used for the payment of such tax. 2.2.24 Fiduciary Duties. The fiduciary duties of a trustee shall include, but not be limited to, an absolute duty of loyalty and care to each and every beneficiary, and such duties cannot be waived or in any manner excused, negated, or lessened to any extent by reason of family or business relationships or personal friendships. Each trustee by his, her, or its assumption of the office specifically acknowledges the existence and scope of the fiduciary duties set forth in this Agreement and agrees to discharge them accordingly. Further, each trustee acknowledges and agrees that such duties supersede and take precedence over any other duties, whether fiduciary in nature or otherwise, the trustee may owe to other parties, whether previously or subsequently granted and regardless of how or when arising. *The foregoing provisions shall take precedence over all provisions in this Agreement which in any way construe, define, authorize, or sanction the actions, duties, or authority of a trustee.* Pursuant to the provisions of Title 60, Section 175.21 of the Oklahoma Compiled Statutes of 2001, trustees shall be relieved from all of the duties, restrictions and liabilities imposed by Sections 175.9, 175.11, 175.12, and 175.13 of Title 60 of the Oklahoma Compiled Statutes of 2001, as now enacted or as later amended. ARTICLE III Duties of Custodian 2.3.1 Duties of Custodian. The duties of the Custodian shall be limited to those duties set forth in the Custodial Agreement attached to this Agreement as Exhibit B. In no event shall Custodian function as, or have any duties or liabilities as, a trustee of any trust created hereunder unless and until the Custodian becomes a trustee in accordance with the procedures set forth in Article I of Part Two of this Agreement. ARTICLE IV S Corporation Stock 2.4.1 General Application. If the trustees of any trust created by or pursuant to this instrument shall ever hold shares of an S Corporation governed under Sections 1361 et seq. of the Code ("S Corp Stock"), and to the extent such trust is not otherwise then treated as a grantor trust pursuant to the provisions of Sections 671 et seq. of the Code, then, notwithstanding anything in this instrument to the contrary, the following provisions shall automatically apply: (a) The trustees of such trust may, in their absolute and sole discretion, make an election under Section 1361(e)(3) for the trust to treated and taxed as an "Electing Small Business Trust," as defined in Section 1361(e)(1) of the Code. In the event of any such election, trustees shall have the limited power to alter or amend any provision of this Agreement which is applicable to such trust in such a way as is necessary to enable the trust to operate or otherwise qualify as an “Electing Small Business Trust” and shall take such actions with regard to any division of the trust or separate accounting which they may determine to be appropriate or necessary to accommodate such election. In all other respects, the trust shall be governed by, and the rights of the beneficiaries of such trust shall be determined in accordance with, the terms and provisions set forth elsewhere in this instrument. (b) In the event the trustees do not make an election under Section 1361(e)(3) for the trust to be treated and taxed as an “electing small business trust,” the S Corp Stock shall be automatically deemed allotted to a separate trust for the benefit of each then current beneficiary of the original trust so that, after such allotment, the only assets of such separate trust shall be S Corp Stock; provided, except for terms and provisions expressly required by this Article III, all other provisions in this instrument shall apply including, without limitation, the scheme of disposition and any testamentary powers of appointment provided herein with respect to the trust for such beneficiary. (c) Trustees of any separate trust created for a current beneficiary pursuant to the provisions of the foregoing paragraph (b) shall distribute to or for said beneficiary all of the income of the trust annually or at more frequent intervals. Trustees are specifically authorized to pay to the current beneficiary from principal any amount necessary to reimburse the current beneficiary for federal and state income taxes on undistributed taxable income attributable to S Corp Stock held by any trust. (d) There shall be only one income beneficiary of a separate trust created pursuant to the provisions of paragraph (b) of this section and that income beneficiary shall be the current beneficiary. Any principal distributed during the life of the current beneficiary from the trust shall be distributed only to the current beneficiary. (e) The income interest of said current beneficiary in the trust shall terminate no earlier than the current beneficiary’s death or the termination of the trust. (f) In the event said separate trust is ever terminated during the life of the current beneficiary, all of the trust’s assets shall be distributed to the current beneficiary. (g) In no event shall the current beneficiary of any such separate trust assign or otherwise convey his right to receive current as required under the provisions of Section 1361(d) of the Code or to take any action which would impair the trust’s ability to satisfy Section 1361(d)(3) of the Code. 2.4.2 Pro Rata Allocations. An S Corporation shareholder’s pro rata share under Section 1366 of the Code of income, gain, loss, deduction, or credit shall be allocated to principal. However, distributions by an S Corporation with respect to its stock shall be allocated to income. 2.4.3 Qualified Subchapter S Trusts. It is settlors’ intention that, with respect to each separate trust created pursuant to paragraph (b) of this Article III, the principal of which ever consists in whole or in part of stock in an S corporation shall qualify as a separate trust permitted as a shareholder under Section 1361 of the Code and, in particular, as a “qualified subchapter S trust” as provided under 1361(d)(3) of the Code. Accordingly, the trustees shall have the limited power to alter or amend any such trust so that the trust will operate or otherwise qualify as a “qualified subchapter S trust” within the meaning of Section 1361(d) of the Code. ARTICLE V Spendthrift Trusts and Changes in Situs 2.5.1 Spendthrift Provisions. To the full extent permitted by law, each trust which is created pursuant to the provisions of this instrument shall be a spendthrift trust and is to be governed, construed and administered according to Oklahoma law, and shall continue to be so governed, construed and administered even though administered elsewhere in the United States, or abroad. The interest of the beneficiary in the income and principal thereof shall not be subject to assignment, sale, mortgage, pledge or anticipation in any way, or any voluntary or involuntary alienation, garnishment, attachment, execution or process of any court, except that the interest of any beneficiary may be assigned to any other beneficiary or any trust created by or pursuant to this instrument. 2.5.2 Change in Situs. This Agreement and each trust created under the provisions hereof is to be governed, construed and administered according to Oklahoma law; provided however, the situs of the property of any such trust may be transferred at any time or times to any jurisdiction selected by the trustees in the trustees’ absolute discretion. Upon any such transfer of situs, the trust estate may thereafter, at the written election of a majority of the trustees of said trust, be administered exclusively under the laws of (and subject, as required, to the exclusive supervision of the courts of) the jurisdiction to which it has been transferred. If the trustees of any trust created hereunder elect to change the situs of any such trust, the trustees are hereby relieved of any requirement of having to qualify in any other jurisdiction and of any requirement of having to account in any court of such other jurisdiction. PART THREE - GENERAL PROVISIONS ARTICLE I Definitions and Directions Unless the contrary be clearly expressed, or shown by context, the following definitions and directions shall apply throughout this instrument: 3.1.1 “Adopted Children” Any child who is adopted when under the age of twenty-one (21) years in the manner prescribed by the statutes of the state where the adoption occurred, or occurs, and the descendants of such adopted child, shall be considered and treated as the descendants of the parent who adopted such child and of the ancestors of such parent, provided, only, that the fact of such adoption shall be evidenced by writing signed by such parent or by a decree or certificate made and executed by a judge, court or other governmental body or agency having jurisdiction with respect thereto; conversely, no person who is adopted when twenty-one (21) years of age or older shall be treated as a descendant of settlors for any purpose nor shall such person be considered and treated as the descendants of the parent who adopted such person nor of the ancestors of such parent. Further, for the purposes of this instrument, the adopted child, and his descendants, shall be considered for all purposes as the descendants of the adopting parent, but such adopted child and his descendants shall not be considered descendants of the adopted child's natural parents, except where a child is adopted by a spouse of one of his natural parents, in which case such child and his descendants shall be considered to be the descendants of such natural parent as well as the descendant of the adopting parent. 3.1.2 "Children" shall mean descendants related in the first degree, to the particular person named or referred to and who are born to a descendant of settlors who is married to the other natural parent of such child at the time of such birth and is affirmatively acknowledged by said descendant of settlors as his or her natural child, including by reason of the child's birth certificate. For this purpose, an affirmative acknowledgment shall also consist of a testamentary instrument executed by said descendant specifically identifying said child as his or her descendant in the absence of compelling evidence to the contrary. 3.1.3 "Code" shall mean the Internal Revenue Code of 1986, as amended, and when any particular section of the Code is cited, the citation shall include any corresponding or substantially similar provision of any successor statute. 3.1.4 "Corporate Custodian" shall have the meaning ascribed to such term in paragraph 2.1.2. 3.1.5 "Independent Advisor" shall have the meaning ascribed to such term in paragraph 2.1.3. 3.1.6 "Independent Corporate Trustee" shall mean and include any bank or trust company qualified to administer trusts in the State of Oklahoma, or in such other state as trust property may be located, becoming a trustee or co-trustee hereunder, and their successors; provided, any bank corporation or banking association shall possess trust powers and have a paid-in capital of at least $25,000,000, and any trust company shall possess trust powers and have a paid-in capital of at least $10,000,000, and in all events a corporate trustee must qualify as an "Independent" as defined in paragraph 3.1.10. 3.1.7 "Current income beneficiary" is, with respect to each trust, a person or persons who at the time in question would be entitled to a maintenance allowance if the need therefor existed, whether or not the need therefor actually exists. 3.1.8 "Descendants" shall mean all those persons who are in a direct line of descent from a particular person named or referred to, and lawfully related to that person by consanguinity or adoption. 3.1.9 "Education" shall include that afforded by primary and secondary schools, colleges, professional, vocational, business or graduate school. 3.1.10 "Independent" when used in reference to an individual or entity, including but not limited to a corporation, shall be a person who is not "a related and subordinate party" as that term is defined in Section 672(c) of the Code with respect to any current income beneficiary of the affected trust, determined for such purpose by treating the current income beneficiary as the "settlor." At any time when a determination is being made as to whether a person is "Independent" with respect to one or more of the beneficiaries of a trust, such determination shall be made by treating each such beneficiary as if he or she were the settlor of the affected trust. Further, no person shall qualify as “Independent” if such person, or a corporate officer of such person, has a family or business relationship or personal friendship with a current, future, or contingent beneficiary of the subject trust which would generate a reasonable belief that such a relationship or friendship would result in such person acting in any manner other than as an independent third party whose actions and judgment would be consistent with the fiduciary standards imposed on the person by this instrument or by the laws of the jurisdiction which govern the operation of the trust.. 3.1.11 “Individual trustee” shall mean and include any natural person becoming a trustee or co-trustee hereunder, and his successors. 3.1.12 “Maintenance” and “support” shall include, but not be limited to, any and all kinds of care, therapy and hospitalization incident to any physical, mental or nervous disorder, ailment or injury of a beneficiary. 3.1.13 “Maintenance allowance” shall mean such sums of money as shall be necessary to provide maintenance, support and education in the manner to which the beneficiary has been accustomed to the extent that funds for such purposes are not readily available to such beneficiary from other sources, including from wages which the trustees estimate, in the exercise of their reasonable discretion, could be earned by the beneficiary if he sought work within the general geographical area in which he then resides. Trustees are advised to be liberal in the application of such standard, and to take into account the difficulties, disadvantages, financial embarrassment and loss which might be incident to the use of other funds available to the beneficiary. The objective of preserving principal for distribution to future beneficiaries shall be secondary in importance to the objective of providing full support and maintenance to the current beneficiary entitled thereto, but it is also settlors’ intent that a beneficiary not be financially encouraged to be indolent. 3.1.14 “Per Stirpes” Whenever provision is made for the benefit of the descendants, per stirpes, of a named or designated person, it is made with the intention and purpose of providing for descendants equally under the principles of representation in an indefinite line of succession. Upon the death of any beneficiary, the share formerly held for such beneficiary, is to be held and distributed for the descendants of such beneficiary per stirpes and not per capita, so long as any such descendants shall survive, and such share shall not inure to the benefit of the surviving members of the group of which such descendant beneficiary was a member except to the extent that a different intention is clearly expressed herein. 3.1.15 “Surviving Trust” shall mean the Dee A. Replogle GST Exempt Trust and shall use its federal taxpayer identification number. 3.1.16 All references herein to “trustee” or “trustees” shall, where appropriate, be deemed to include either or both of a corporate trustee and individual trustee. 3.1.17 “Trust estate” in provisions respecting its distribution or its division into parts or shares for purposes of distribution or subdivision, shall include principal and income, both accrued and uncollected and collected and on hand. 3.1.18 Whenever a word or term defined above, or a pronoun in lieu thereof, is used herein in plural form, but there be only one person within the scope of the definition, such word or term, or pronoun used in lieu thereof, though in plural form, shall have a singular meaning. Conversely, wherever a word or term defined above, or a pronoun in lieu thereof, is used herein in a singular form, but there is more than one person within the scope of the definition, such word or term, or pronoun used in lieu thereof, though used in a singular form, shall have a plural meaning. In addition, wherever such a pronoun be in a masculine form, whether singular or plural, and there be one or more females, and one or more, or no males within the scope of the definition in lieu of which the pronoun is used, the masculine form so used shall either include or have, as the case may be, the feminine meaning. Conversely, wherever such pronoun be in a feminine form, whether singular or plural, and there be one or more males, and one or more, or no females within the scope of the definition in lieu of which the pronoun is used, the feminine form so used shall either include or have, as the case may be, the masculine meaning. ARTICLE II Invalid Provisions 3.2.1 General. In the event any provision of this instrument is adjudged to be invalid or void for any reason, such invalid or void provision shall not affect the whole of this instrument, but the balance of the provisions hereof will remain operative, to be carried into effect insofar as legally possible. ARTICLE III Perpetuities 3.3.1 General. If any provision herein shall violate any rule against perpetuities, or rule governing the suspension of power of alienation or the duration of trusts, it shall not invalidate any trust herein created, but each trust shall continue for the time permitted by law, and upon termination, the trust estate of each trust shall be distributed to the current income beneficiary thereof. ARTICLE IV Bond - Care - Accounting - Compensation 3.4.1 Ordinary Care Standard. The trustees shall be obligated to exercise only ordinary care in the performance of their duties hereunder, and no bond shall be required of the trustees. The trustees are hereby relieved to the full extent permitted by law from any and all the restrictions and liabilities with respect to the investment of funds imposed upon trustees by the law of the state in which the properties may be situated, or the law of any other state applicable. 3.4.2 Use of Courts. Trustees shall not be required to report to any court; provided, however, that nothing in this instrument shall be construed as limiting or otherwise affecting the jurisdiction of a court of equity with respect to any trust created pursuant to this instrument, where the aid of such court is sought by a trustee or beneficiary for or with respect to the interpretation and construction of this instrument, the enforcement of the obligations of trustees, or enforcement of the right of beneficiaries to require trustees from time to time to render an accounting with respect to the trust estates. 3.4.3 Binding Nature of Accounting. Any accounting by a trustee whether or not associated with resignation of a trustee, shall be binding upon all present or future beneficiaries if such accounting is approved by the current income beneficiary, or by all current income beneficiaries if there be more than one, of the trust involved. 3.4.4 Reimbursement of Trustees. Trustees shall be reimbursed for expenses incurred in the management of the trust estate and shall receive reasonable and customary compensation for services. Any trustee may, however, waive the right to compensation. In this respect, it is agreed that Dee A. Replogle, Jr., shall be entitled to receive compensation for serving as trustee of the Surviving Trust in the amount of Fifteen Hundred Dollars ($1,500) per month and in addition to such monthly payments, and with the written prior consent of at least one of the children of Dee and Betty Replogle other than Dee A. Replogle, Jr., compensation in an amount not in excess One Hundred Thousand Dollars ($100,000) as consideration for serving without pay as trustee of the two Merged Trusts from their inception. ARTICLE V Transfers to the Trust Estate 3.5.1 General. Any person or corporation, whether or not a beneficiary, may transfer any property of any kind or character to the trustees of any trust created hereby or pursuant hereto, and, if accepted by them, the property so transferred or conveyed shall be and become a part of the designated trust or trusts exactly as though it had been specifically described in and assigned and transferred to the trustees in this instrument, and said property and all income, proceeds or accruals thereof shall be included in the term “trust estate” of the trust or trusts designated in any such transfer. ARTICLE VI Irrevocable Trusts 3.6.1 General. Each trust created hereby or pursuant hereto shall be irrevocable and no person have any power to alter, amend, revoke or terminate this Agreement except in accordance with the laws of the State of Oklahoma. ARTICLE VII Authentication of Instruments 3.7.1 Reliance on Document. To the same extent as if it were the original, anyone may rely upon a copy certified by a notary public to be an identical copy of this instrument and of the writings, if any, endorsed hereon or attached hereto. Anyone may rely upon any statement of facts, certified by anyone who appears from the original document and of writings, if any, endorsed hereon or attached hereto, or a certified copy thereof, to be a trustee hereunder. 3.7.2 Execution by Less Than All Trustees. Every deed, mortgage, lease, assignment, check, note or any other instrument executed by any trustee or any nominee or agent of the trustees in connection with the trust estate, shall be conclusive evidence in favor of every person relying upon or claiming under any such instrument (i) that at the time of the delivery thereof, the trust or trusts created by this agreement was or were, as the case may be, in full force and effect, (ii) that such instrument was executed in accordance with the terms, conditions and limitations contained in this instrument or some amendment hereto and is binding upon all beneficiaries hereunder, and (iii) that said trustee or nominee was duly and properly authorized and empowered by all the trustees to execute and deliver, on behalf of all the trustees, such instrument. ARTICLE VIII Counterparts 3.8.1 General. This agreement has been executed in a number of identical counterparts, each of which shall be considered an original for all purposes. IN WITNESS WHEREOF, we have executed this Agreement as of the day and year first above written. __________________________________________ Dee A. Replogle, Jr., Trustee __________________________________________ Frank D. Hill, Trustee STATE OF OKLAHOMA ) ) ss. COUNTY OF OKLAHOMA ) BEFORE ME, ________________________________, a Notary Public in and for said State, on this __ day of ___________, 2026, personally appeared Dee A. Replogle, Jr., as trustee, to me known to be the identical person who executed the within and foregoing instrument and acknowledged to me that he executed the same as his free and voluntary act and deed as such trustee, for the uses and purposes therein set forth. IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year last above written. (Seal) _______________________________________ Notary Public My Commission Expires: __________________ STATE OF OKLAHOMA ) ) ss. COUNTY OF OKLAHOMA ) BEFORE ME, ________________________________, a Notary Public in and for said State, on this __ day of ___________, 2026, personally appeared Frank D. Hill, as trustee, to me known to be the identical person who executed the within and foregoing instrument and acknowledged to me that he executed the same as his free and voluntary act and deed as such trustee, for the uses and purposes therein set forth. IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year last above written. (Seal) _______________________________________ Notary Public My Commission Expires: __________________ 66241266_2 EXHIBIT "A" TO IRREVOCABLE TRUST AGREEMENT BY AND BETWEEN DEE A. REPLOGLE, JR. AND FRANK D. HILL, TRUSTEES One dollar ($1.00) cash and other property to be contributed at a later date.