I, _________, of _________, _________, have caused or will cause the death benefits under the life insurance policies listed in the attached schedule to be made payable to _________ Bank and Trust Company of _________ as trustee. The trustee agrees to administer the net insurance proceeds and any other property received by the trustee, collectively referred to herein as the "trust property," as follows:

Article I.

1. The law of _________ shall govern the validity and interpretation of this agreement and all questions relating to the management and administration of the trusts created herein.

2. I may from time to time amend or revoke this agreement in whole or in part by signed instruments delivered to the trustee during my lifetime.

3. I retain all rights under the policies, including the right to acquire physical possession of policies which have been deposited with the trustee, and the trustee shall not be responsible for paying any premiums or assessments on the policies.

4. Upon my death the trustee shall collect the net insurance proceeds and all other property payable or distributable to the trustee. The trustee need not litigate to collect proceeds or other property without indemnification satisfactory to the trustee, and it may make any compromise it deems best in the collection of such proceeds or other property. The receipt of the proceeds by the trustee shall discharge any insurance company, which need not take notice of this agreement or see to the application of any payment.

Article II.

1. If my wife, _________(hereinafter "my wife"), survives me, on my death the trustee shall set aside as a separate trust designated as the "marital trust," an amount equal to the maximum marital deduction allowable for federal estate tax purposes, less an amount equal to the value similarly determined of all property or interests in property passing or which have passed to my wife other than under this paragraph and with respect to which a marital deduction is allowable for federal estate tax purposes, provided that this sum shall be further reduced by the amount, if any, required to increase my taxable estate to the largest amount that, after allowing for the available unified credit against the federal estate tax and any other credits and deductions allowable to my estate, will result in there being no federal estate tax imposed by reason of my death. In calculating the maximum marital deduction allowable to my estate for federal estate tax purposes, the value of my gross estate shall not be deemed to be increased by the amount of any generation-skipping transfers of which I am the deemed transferor.

Only assets qualifying for the marital deduction shall be allocated to the marital trust and such assets shall be valued for that purpose at their values current at the time of funding. Assets which constitute income in respect of a decedent shall be allocated to the marital trust only to the extent that other assets qualifying for the marital deduction are insufficient. I request (but do not direct) the trustee in funding the marital trust to select assets, to the extent practicable, in a manner which will minimize the aggregate income and future estate taxes of the beneficiaries. Any such allocation shall be binding and conclusive upon all beneficiaries, including any trusts created hereunder.

If the order of deaths of my wife and me cannot be determined, my wife shall be presumed to have survived me.

2. Commencing with my death, the trustee shall administer the marital trust as follows:

Article III.

1. On my death the trustee shall set aside as a separate trust designated as the "residuary trust" the remaining trust property, or all of the trust property if my wife shall not survive me. The trustee shall pay out of the residuary trust such portion or all of the expenses of my last illness and funeral, claims allowable against my estate, expenses of administration and estate and inheritance taxes to the extent that my executor certifies that there are insufficient readily marketable assets in the residue of my probate estate to make such payments. No assets excludable in the computation of federal estate taxes shall be used for such purposes and insurance proceeds shall be used only to the extent other assets are not available. I request (but do not direct) the trustee to select assets to be sold to meet the cash obligations of any trust or of my estate in a manner which will minimize the recognition of gain for federal income tax purposes. No compensating adjustment shall be made between income and principal by reason of any elections under the tax laws made by the legal representative of my estate.

2. Commencing with my death, if my wife survives me, the trustee shall administer the residuary trust as follows:

3. Upon the death of the survivor of my wife and me, the trustee shall divide the principal and any accrued and undistributed net income into separate shares, equal in value, one share for each then living child of mine and one share collectively for the then living descendants of each deceased child of mine. Each share created for the descendants of a deceased child of mine shall be distributed per stirpes to such descendants subject to postponement of possession as provided below. Each share created for a living child of mine shall be held as a separate trust and disposed of as follows:

i The aggregate amount of such withdrawals before the child shall have reached age thirty shall not exceed one-third of the value of the principal (determined as of the date such child reached age twenty-five or the date of creation of such trust, whichever shall be later); and

ii The aggregate amount of such withdrawals by such child after reaching age thirty but before reaching age thirty-five shall not exceed the total of:

After such child reaches or shall have reached age thirty-five, such child may withdraw as much principal as such child from time to time requests. In determining the amount of aggregate withdrawals by such child, property withdrawn shall be valued as of the date on which the written request for a withdrawal is received by the trustee.

(d). On the death of the child prior to complete distribution of the principal, the trustee shall distribute the principal and any accrued and undistributed net income to the then living descendants of the child per stirpes, or if none, to my then living descendants per stirpes, except that any property distributable to a descendant for whom a trust is then being administered hereunder shall be added to that trust.

Article IV.

If any share of the residuary trust becomes distributable to a beneficiary under age twenty-one, the possession of such share by such beneficiary shall be postponed. The trustee may distribute such share to a custodian for the beneficiary under a Uniform Gifts to Minors Act or may retain such share for the benefit of the beneficiary. If such share is retained, the trustee may distribute to the beneficiary as much net income and principal as the trustee considers desirable for the comfortable support, medical care, welfare and education of the beneficiary, considering the income of the beneficiary from all sources known to the trustee, adding any undistributed net income to principal from time to time; when the beneficiary reaches age twenty-one the trustee shall distribute the principal and any accrued and undistributed net income to the beneficiary; and if the beneficiary dies before reaching age twenty-one, the trustee shall distribute such principal and any accrued and undistributed net income to the estate of the beneficiary.

Article V.

1. The trustee shall make distributions of net income which are mandatory at least quarter-annually.

2. The interests of any beneficiary in net income or principal shall not be subject to any claims of any creditor or any claims for alimony or separate maintenance and may not be transferred or encumbered, except that this shall not restrict the exercise of any power of appointment.

3. The trustee may distribute the principal and any accrued and undistributed net income of any trust which the trustee determines to have a principal value of less than fifty thousand dollars to the beneficiaries in proportion to their interests in the net income, or, to the extent their interests in the net income are determined by the exercise of discretion by the trustee, to the beneficiaries equally.

4. The trustee may rely on an instrument admitted to probate in any jurisdiction as the will of a donee of a power of appointment and may assume the power was not exercised if the trustee does not have knowledge of a will of the donee exercising such power within three months after the death of the donee, except that this shall not affect any right which any appointee may have against any distributee or beneficiary hereunder.

5. Any trust, including a trust created by the exercise of a power of appointment, which has not vested within twenty-one years after the death of the survivor of the beneficiaries living at the date this instrument becomes irrevocable shall vest in the beneficiaries to whom the net income then is or may be distributed and shall be immediately distributed to such beneficiaries in proportion to their interests in the net income, or to the extent their interests in the net income are determined by the exercise of discretion by the trustee, to the beneficiaries equally.

6. The trustee may make distributions of income or discretionary distributions of principal to a beneficiary under legal disability or to any other beneficiary who in the trustee's opinion is unable to manage his or her financial affairs, in any one or more of the following ways:

(a) directly to the beneficiary;

(b) to the duly appointed guardian or conservator of the beneficiary;

(c) to a custodian for the beneficiary under a Uniform Gifts to Minors Act;

(d) to an adult relative or friend of such beneficiary to be expended for his or her benefit; or

(e) by the trustee expending such funds for the benefit of such beneficiary.

Article VI.

1. The trustee shall have the following powers and, except to the extent they may be inconsistent with such powers, all other powers now or hereafter conferred by law:

(a) To retain any property or interests in property received by the trustee, including closely held corporate stock and interests in business ventures, regardless of any lack of diversification, risk, or nonproductivity;

(b) To invest and reinvest the trust property in stocks, bonds, common trust funds, notes, mortgages or other property, real or personal, without being limited by any statute or rule of law regulating investment by trustees, to exercise stock options, and to lend money under such terms and conditions as the trustee deems best;

(c) To sell at public or private sale, lease for any term even though such term will extend beyond the termination of the trust, contract to sell, grant options to purchase, exchange, abandon or otherwise deal with the trust property on any terms it deems best;

(d) To operate, maintain, improve, subdivide, grant easements, give consents and enter into contracts relating to real estate or its use and dedicate any interest in real estate;

(e) To borrow money from any source, including the trustee individually, and to pledge, mortgage, or otherwise encumber trust property for such purpose;

(f) To purchase property from, sell property to, or otherwise deal with the fiduciary of any estate or trust in which I or any beneficiary may have an interest, even though the trustee is such fiduciary;

(g) To purchase and keep in force insurance of an appropriate nature and form and in a reasonable amount for the protection of the trust property and the ownership thereof;

(h) To pay taxes and reasonable expenses incurred in administering the trust property and to reimburse the trustee for such taxes or expenses so paid;

(i) To employ attorneys and other agents and delegate powers to them;

(j) To exercise all the rights and powers of an individual owner with respect to securities included in the trust property, including voting of securities in person or by proxy, participating in voting trusts, mergers, consolidations, foreclosures, reorganizations or liquidations, and the exercising or selling of subscription or conversion rights;

(k) To hold property in the name of a nominee or in bearer form;

(l) To compromise, contest, prosecute, settle or abandon any claims or other charges in favor of or against any trust or the trust property;

(m) To divide, allocate or distribute any trust property wholly or partly in kind and to allot different kinds or disproportionate shares of property or undivided interests in property among the beneficiaries or trusts and to determine the value of trust property for such purposes, and to allocate property without regard to the income tax basis of such property and without any duty of impartiality to the beneficiaries or trusts affected thereby unless otherwise provided in this agreement;

(n) To consolidate for convenience of administration or investment any separate trust with any other trust of which any beneficiary has any interest;

(o) To have all of the rights, powers and duties given to or imposed upon the trustee by the provisions of the trust agreement during the period between the termination of the trust and the distribution thereof and during any period in which any litigation is pending which may void or invalidate the trust in whole or in part or in any other way affect the rights, powers, duties or discretions of the trustee;

(p) To appoint a trustee to act in any jurisdiction as sole trustee or cotrustee of any part or all of the trust property located in such jurisdiction, to confer upon the appointed trustee any or all of the rights, powers and duties of the appointing trustee, and to remove the appointed trustee by instrument in writing and to appoint another trustee;

(q) To establish out of income and credit to principal reasonable reserves for depreciation, obsolescence and depletion; and

(r) To rely on any evidence the trustee considers sufficient in making a distribution to any beneficiary, and to have all other rights and powers and perform all other acts which the trustee considers desirable for the proper administration of any trust.

2. The trustee may transfer the situs of the trust property to any other jurisdiction as often as the trustee considers desirable. In so doing the trustee may appoint as substitute trustee any person or qualified corporation by a signed instrument delivered to the substitute trustee and may confer upon the substitute trustee any or all of its rights, powers and duties. The trustee may remove the substitute trustee by a signed instrument delivered to the substitute trustee and shall thereupon again become trustee or may appoint another substitute trustee.

3. Anyone dealing with the trustee need not take notice of this instrument or see to the application of any payment or property delivered to the trustee.

4. The corporate trustee shall be entitled to reasonable compensation for its services. One-half of its regular compensation shall be paid out of income and one-half out of principal, except that the trustee shall have full discretion to pay a larger portion or all of its regular compensation out of income.

5. The trustee at least annually shall furnish to the adult beneficiaries entitled to receive the income from the trust property an account of its receipts and disbursements.

(Note: If the corporate trustee is to serve as sole trustee, Article VII and the second sentence of Paragraph 1 of Article VIII should be deleted.)

Article VII.

1. If _________, survives me, then upon my death _________ shall serve as the "individual trustee" hereunder, to have jointly with the corporate trustee all the powers given the trustee hereunder, except that any individual trustee shall not exercise any discretion to determine the propriety or amount of any distribution of income or principal to himself or herself or to any person whom the individual trustee is legally obligated to support.

2. The individual trustee may at any time delegate any of its trust powers to the corporate trustee by a signed instrument delivered to the corporate trustee. Any person dealing in good faith with the corporate trustee may rely without inquiry on the signed instrument. The individual trustee may at any time revoke the delegation by a signed instrument delivered to the corporate trustee.

3. The corporate trustee shall be custodian of the trust property and records. The individual trustee shall serve hereunder without compensation.

4. Except as otherwise provided to the contrary, if at any time the trustees are not in agreement, the corporate trustee's decision shall control. The dissenting trustee shall have no liability for participating in or carrying out the acts of the controlling trustee.

5. During such time as an individual trustee is acting hereunder, the term "trustee" shall mean the trustees from time to time acting hereunder, and the term "corporate trustee" shall mean _________ Bank and Trust Company of _________, or any successor to it acting hereunder.

Article VIII.

1. Any trustee may resign at any time by a signed instrument delivered to me, or if I am not then living, to the beneficiaries to whom the net income then is or may be distributed. If the individual trustee resigns or otherwise fails or ceases to act, no successor trustee shall be appointed.

2. If the corporate trustee, or any successor to it, resigns or otherwise fails or ceases to act, then I, or if I am not then living, the majority in interest of the beneficiaries to whom the net income then is or may be distributed shall appoint a successor trustee by a signed instrument delivered to the successor trustee. Any successor trustee shall accept without examination the accounts rendered and property delivered by or for a predecessor trustee without liability if the person or the majority in interest of persons appointing the successor trustee so directs by a signed instrument delivered to the successor trustee, which acceptance shall bind any beneficiary, and any successor trustee shall have all the powers and discretions of an original trustee.

3. The guardian or conservator of the estate of a person under legal disability or the guardian or conservator of the person, parents or surviving parent of a person for whose estate no guardian or conservator has been appointed shall act under this section for that person.

This agreement is entered into on _________, _________.

_________

_________ Bank and

Trust Company of _________ as

trustee

By _________

Appendix

Alternate Provisions

No. 1. The following marital deduction formula will avoid realization of capital gains when assets which have appreciated in value are allocated to the marital trust. Also, this formula does not reduce the marital deduction bequest by the amount necessary to use the unified credit in full, but allocates the maximum amount to the marital share.

Tax Value Pecuniary Formula

1. If my wife survives me, on my death the trustee shall set aside as a separate trust designated as the "marital trust," an amount equal to the maximum marital deduction allowable for federal estate tax purposes, less an amount equal to the value similarly determined of all property or interests in property passing or which have passed to my wife other than under this paragraph and with respect to which a marital deduction is allowable for federal estate tax purposes. In calculating the maximum marital deduction allowable to my estate for federal estate tax purposes, the value of my gross estate shall not be deemed to be increased by the amount of any generation-skipping transfers of which I am the deemed transferor.

Only assets qualifying for the marital deduction shall fund the marital trust. Any such assets allocated in kind to the marital trust shall be valued at their value as finally determined for federal estate tax purposes and shall have an aggregate fair market value fairly representative of any appreciation or depreciation in value of all assets available for funding at the time of funding. Assets which constitute income in respect of a decedent shall be allocated to the marital trust only to the extent other assets qualifying for the marital deduction are insufficient. I request (but do not direct) the trustee in funding the marital trust to select assets, to the extent practicable, in a manner which will minimize the aggregate income and future estate taxes of the beneficiaries. Any such allocation shall be binding and conclusive upon all beneficiaries, including any trusts created hereunder.

If the order of deaths of my wife and me cannot be determined, my wife shall be presumed to have survived me.

No. 2. The following provisions permits the surviving spouse to shift principal from the marital trust to descendants without causing capital gains incurred by the trustee to be taxed to the surviving spouse. Exercising this power may result in the spouse incurring gift tax liability.

No. 3. The following provisions permit the surviving spouse to withdraw principal from the marital trust. Counsel may wish to consider that the unlimited right to withdraw principal will cause the entire value of the trust to be taxed to the spouse for Illinois Inheritance Tax purposes, and all capital gains realized by the trustee will be taxable to her.

No. 4. The following provision permits the surviving spouse to withdraw limited amounts of principal annually from the residuary trust, but her failure to exercise the right in any given year will not constitute a taxable gift by her to the remainderman. However, a portion of any capital gains realized by the trustee will be taxable to her even though she fails to exercise her power of withdrawal and her failure to exercise her right of withdrawal in the year of her death will cause part of the residuary trust to be taxable in her estate.

No. 5. The following provision permits the trustee to "spray" residuary trust income among the surviving spouse and descendants. Its use may be appropriate in larger estates or where the surviving spouse has substantial income from other sources.

No. 6. The following provision permits the trustee to make discretionary payments of principal from the residuary trust directly to the surviving spouse and to the descendants rather than through the surviving spouse.

No. 7. The following provision permits the trustee to make discretionary payments of principal from the residuary trust to the surviving spouse only.

No. 8. The following language, when added immediately preceding any of the various Paragraphs 3, gives the surviving spouse special power of appointment over the residuary trust, exercisable upon death in favor of descendants and spouses. This added flexibility can be provided without causing the residuary trust assets to be taxable in the surviving spouse's estate for federal estate tax purposes.

3. If my wife survives me, upon her death the trustee shall distribute the principal and any accrued and undistributed net income to or for any one or more of my descendants and their spouses as my wife appoints by will specifically referring to this power of appointment. To the extent my wife does not effectively exercise this power …

No. 9. The following provision permits the trustee to hold the residuary trust as a family trust so long as any child is under age twenty-one. Division into separate trusts takes place when all of the children have reached that age. The special power of appointment referred to above may be added to this provision.

3. Commencing with the death of the survivor of my wife and me and until no living child of mine is under age twenty-one, the trustee may distribute to any one or more of my descendants as much net income and principal as the trustee from time to time considers desirable for the comfortable support, medical care, welfare and education of my descendants, considering the income of each of my descendants from all sources known to the trustee, adding any undistributed net income to principal from time to time. When none of my living children is under age twenty-one the trustee shall divide the principal and any accrued and undistributed net income into separate shares, equal in value, one share for each then living child of mine and one share collectively for the then living descendants of each deceased child of mine. Each share created for the descendants of a deceased child of mine shall be distributed per stirpes to such descendants subject to postponement of possession as provided below. Each share created for a living child of mine shall be held as a separate trust and disposed of as follows:

No. 10. The following provision permits the trustee to hold the residuary trust as a family trust so long as any child is under age twenty-one, with immediate division and distribution of principal taking place at that time. The special power of appointment referred to above may be added to this provision.

3. Commencing with the death of the survivor of my wife and me and until no living child of mine is under age twenty-one, the trustee may distribute to any one or more of my descendants as much net income and principal as the trustee from time to time considers desirable for the comfortable support, medical care, welfare and education of my descendants, considering the income of each of my descendants from all sources known to the trustee, adding any undistributed net income to principal from time to time. When none of my living children is under age twenty-one the trustee shall distribute the principal and any accrued and undistributed net income to my then living descendants per stirpes.

No. 11. The following provision gives a child added flexibility by permitting him to exercise a special power of appointment over the principal of his trust. The power is exercisable in favor of his spouse, descendants and their spouses.

No. 12. The following provision should be used where the trust property may include real property located in a jurisdiction, other than Illinois, which may not have modified by statute the common-law rule against perpetuities.

5. Any trust, including a trust created by the exercise of a power of appointment, which has not vested within twenty-one years after the death of the survivor of the beneficiaries living at the date of this instrument shall vest in the beneficiaries to whom the net income then is or may be distributed and shall be immediately distributed to such beneficiaries in proportion to their interests in the net income, or to the extent their interests in the net income are determined by the exercise of discretion by the trustee, to the beneficiaries equally.

No. 13. The following provisions should be substituted for Paragraph 2 of Article VIII if it is appropriate to name a corporate trustee to serve as successor if the corporate trustee initially acting fails or ceases to act. Counsel should consider that it may be difficult to replace one corporate trustee with another, depending on the circumstances which cause the initial corporate trustee to resign or fail to act.

2. If the corporate trustee resigns or otherwise fails or ceases to act, then I, or if I am not then living, the majority in interest of the beneficiaries to whom the net income then is or may be distributed shall appoint as successor trustee any qualified corporation by a signed instrument delivered to the successor trustee. Any successor trustee shall accept without examination the accounts rendered and property delivered by or for a predecessor trustee without liability if the person or the majority in interest of persons appointing the successor trustee so directs by a signed instrument delivered by or for a predecessor trustee without liability if the person or the majority in interest of persons appointing the successor trustee so directs by a signed instrument delivered to the successor trustee, which acceptance shall bind any beneficiary, and any successor trustee shall have all the powers and discretions of an original trustee.