LAST WILL AND TESTAMENT

 

                                                                            OF

 

                                                                             

 

 

            I, ____________________, domiciled and resident in the County of Hennepin, State of Minnesota, declare that this is my Will and revoke all previous wills and codicils.

            I have one child, ___________________, she and any other children born to or adopted by me are hereinafter referred to as "my children."

                                                                    ARTICLE I.

            I direct that my personal representative, hereinafter named, shall pay all of the legal obligations of my estate and the expenses of my last illness, funeral and interment as soon after my death as is practicable.  I further direct all inheritance, estate and other similar taxes assessed against my taxable estate, or the recipients thereof, whether passing by this Will or otherwise, be paid out of my residuary estate without reimbursement or contribution from any person.

                                                                   ARTICLE II.

            Any homestead which I may own at the time of my death, including any continuous land used in connection therewith, shall be  devised to my daughter _____________ in trust until specific instructions as set out in Article IV below.

                                                                  ARTICLE III.

            My personal representative shall follow any instructions I may leave directing the distribution of all or any part of my tangible personal property.  Such instruction will be in my handwriting or will be signed by me and will describe the items and name the beneficiaries.  If I do not leave such written instructions or if items of my tangible personal property are omitted from such instructions, then I give all remaining items of my tangible personal property, such as automobiles, household furniture and furnishings, clothing, jewelry, ornaments. books, sporting goods, and personal effects of every kind and nature used about my person or home to my daughter in trust as set out in Article IV below.

                                                                  ARTICLE IV.

            I give, devise and bequeath the entire residue of my estate to my trustee hereinafter named, in trust, to be held, managed and distributed upon the following terms and conditions:

 

A.     My trustee shall pay to or apply for the benefit of my daughter  __________ such amounts from the net income and principal as my trustee deems necessary or advisable to provide for her proper care, support, maintenance and education.

 

B.     When ___________ turns 18 years old, my trustee shall purchase for _____________ a, new, modest automobile for her use during her college years.  My trustee shall also pay all tuition, room, board, and books for ___________ for her college education.

 

C.     At any time after ___________ shall have attained the age of twenty-five (25) years, she may, by written request filed with my trustee, withdraw one-half the portion of said trust remaining.

 

D.     At any time after _____________ shall have attained the age thirty (30) years she may, by written request filed with my trustee, withdraw all of the remaining funds.

 

E.      My homestead at ________________________ shall not be sold during the duration of this trust.  If _________ desires to sell the subject real estate upon conveyance to her at age 30 or older, she may do so.  Any costs required over and above trust income to maintain the subject real estate shall come from the principal of the trust.

 

F.      My Co-Trustee, _______________, may use for pleasure and business all of my race cars and equipment.  Whenever any of these items are sold, the proceeds shall be added to the trust.

 

                                                                   ARTICLE V.

            It is an express condition of this, my Will, controlling over all other provisions, that the duration of any trust hereunder in no event shall continue for a period longer than the lives of any issue of mine who may be living at the time of my death, and the survivor of all of them and twenty-one (21) years thereafter, at the end of which time the entire trust estate, principal and any undistributed income, shall be distributed outright unto the persons then entitled to receive the income therefrom or to have it accumulated for their benefit, in the same shares as those in which such income is then being distributed to, or accumulated for, them.

                                                                  ARTICLE VI.

            In the event that assets of my estate are, by the terms of this Will, to become a part of any trust herein, and if such assets will immediately distribute upon receipt thereof by the trustee, such assets may be distributed by my personal representatives in exactly the same manner as provided in such trust without requiring such trust to be established.

            ARTICLE VII.

            Except to the extent a beneficiary may have become entitled to any distribution at his death, neither principal nor income of any trust or any beneficiary's interest therein while undistributed in fact shall be subject to alienation, assignment, encumbrance, appointment or anticipation by the beneficiary, nor to garnishment, attachment, execution or bankruptcy proceedings, nor to claims for alimony or support or any other claims of any creditor or other person against the beneficiary, nor to any transfer, voluntary or involuntary, from the beneficiary.

 

                                                                 ARTICLE VIII.

            I expressly waive any requirement that any trust hereunder be submitted to the jurisdiction of any court, that the trustees be appointed or confirmed by any court, that evidence of such appointment or confirmation be filed in any court, or that the trustees' accounts be heard, filed with or allowed by any court.  This provision, however, shall not prevent any trust beneficiary, trustee or personal representative from requesting the procedures waived in this Article.

                                                                  ARTICLE IX.

            The trust or trusts hereby created shall terminate if the trustee determines that the continued administration thereof           could be unduly burdensome or expensive to the beneficiaries, and in such event the assets in trust shall be distributed to the person or persons then entitled to receive the net income of such trust in the proportions in which they are entitled to receive such net income.

                                                                   ARTICLE X.

            My personal representative and trustee, in extension and not in limitation of the powers provided by applicable law or parts of this Will, shall have with respect to my estate and each trust created in this Will the following full powers, rights, privileges and discretions, exercisable without approval, order or license of any court:

 

            A.        To invest and reinvest any and all funds coming into the possession of my representative and trustee for investment in such securities or properties, real or personal, as they may in their absolute and uncontrolled discretion deem proper and suitable including corporation stocks (common or preferred) and without limit by any statute or rule of law or government regulation relating to the investment of trust funds, and to commingle for investment all or any part of the funds of any trust so created under my Will in any common trust fund or funds now or hereafter maintained by a corporate trustee. My representative and trustee shall be under no obligation to change any investments which come into their hands from my estate on account of the character or lack of diversification thereof but only when they deem it advisable to do so because of changing conditions and after careful investigation and consideration.  However, it is my express desire that the trustees not sell the homestead unless necessary for the benefit of the beneficiaries, which determination of necessity is in the discretion of the trustees.

 

            B.         I hereby expressly authorize my representative and trustee to retain and carry on any business in which I  may own an interest at my death irrespective of the fact that any such business interest may constitute what otherwise might be regarded as an unduly large portion of my estate or trust estate.  My representative and trustee shall have the power to do any and all things deemed appropriate by them for the carrying on of such business, including the right to incorporate or reorganize the business, to put in additional capital, and to employ such business manager and other personnel as they deem necessary.  Any such business interest so retained shall be retained at the sole risk of my estate and trust estate, and my representative and trustee shall not be liable for any loss incurred thereby except as brought about by their own negligence.  Because of the many things which might affect the desirability of retaining such business interest, the authorization herein given to my representative and trustee shall not be mandatory.  Said representative and trustee have the power to close out and liquidate or sell such business interest upon such terms as they in their sole discretion shall deem best.

 

            C.        To vote with full power and authority all stocks and to exercise all rights incident to the ownership of stocks, bonds and other securities or properties held in my estate or trusts created under this Will and to deal in and with any such securities in the same manner and to the same extent as any individual owner thereof might do.

 

            D.        To determine finally, in their discretion, all questions regarding allocations to or between principal and income with respect both to receipts and expenditures, except that all premiums shall be charged and all discounts credited against or to principal, as the case may be, and not against or to income and shall not be amortized; and except further that all dividends paid in stock of the paying corporation and subscription rights shall be considered principal and added thereto.  My trustee need not charge any depreciation or depletion against income from any real estate or personal property.

 

            E.         If a corporate fiduciary is appointed, it alone shall have the duties of custody and safekeeping of assets and of maintenance of proper books, records, and accounts.

 

            F.         To merge the trusts created under this Will with any other trust funds, the provisions and beneficiaries of  which are substantially similar to those of the particular trust created under this Will, as my trustees may in their discretion deem proper and advisable.

 

            G.        To make, without the intervention of any legal guardian, any payments by the terms hereof payable to or for the benefit of any minor person in any one or more of the following ways:  (1) directly for the maintenance, education and welfare of any beneficiary; (2) to the parent or natural guardian of such beneficiary; (3) to anyone who at the time shall have custody and care of the person of said beneficiary; or (4) to a custodian under the Uniform Gifts to Minors Act for said beneficiary.  The receipt of such person shall be full acquaintance of the trustee and the trustee shall not be obliged to see to the application of the funds so paid.

 

            H.        To make division or distribution whenever herein required in whole or in part in money, securities or other property, and in undivided interest in any trust hereunder, and in such division or distribution the judgment of the trustee concerning the property thereof and the valuation of the properties and securities concerned shall be binding and conclusive on all persons in interest.

 

            I.          Unless otherwise limited or expanded herein, my trustee and personal representative shall have all rights and powers enumerated in Minnesota Statutes 501.66 as presently enacted, and any additional rights and powers which may hereafter be granted therein.

 

            J.          To receive reasonable compensation for their services and to pay all reasonable expenses and charges for the trust.

 

            K.        To sell, exchange, mortgage, lease or otherwise dispose of any assets of my trust estate for terms within or extending beyond the term of this trust, and to receive from any sources additional properties acceptable to them.                                                                                         

 

                                                                  ARTICLE XI.

            In the event my trustee is the beneficiary of any insurance policy, the payment by an insurance company of the proceeds of any policy of insurance to my trustee shall be a full discharge of such insurance company on account of such policy and such insurance company shall not be responsible for the proper discharge of my trust or any part thereof.

                                                                  ARTICLE XII.

            In the event the trustee under this Will receives the proceeds of any pension, profit sharing or stock bonus plans which are qualified under applicable provisions of the Internal Revenue Code, the trustee shall be under no legal obligation, either expressed or implied, to use any of such proceeds for the payment of any taxes, debts or other obligations enforceable against my estate, including both probate and non-probate assets.  It is my intention that my trustee receives the proceeds of such plans under circumstances which will result in comparatively favorable tax treatment considering the implications of both state and federal death and income tax consequences for my estate, the trusts created hereunder; nonetheless, my trustee should elect (to the extent it has any discretion to elect) the receipt of such proceeds in a manner which, in its sole judgment and discretion, best carries out my intent as expressed herein.

                                                                 ARTICLE XIII.

            My personal representative and my trustee may exercise their discretionary powers in administering, dividing and distributing my estate and trusts.  They shall not be liable because of their good faith decisions in electing to deduct expenses for either estate or income tax purposes or election of methods of valuation of real estate or closely held business interests.

            ARTICLE XIV.

            As used in this Will, where appropriate, the masculine includes the feminine, and the singular includes the plural (and vice versa) and the following terms have the following meanings:

           

            A.        The term "issue" shall include all persons who are descended from the person referred to, either by birth to or legal adoption by him or her or any of his/her born or legally adopted descendants.

 

                        An issue in gestation at the time of an event who is later born alive is "living" or "surviving" at the time of such event.

 

            B.         The term "child" refers to an issue of the first generation.

 

            C.        The term "trustees" as used herein, unless otherwise specifically limited, refers to all trustees acting hereunder at any given time, and denotes the singular whenever appropriate.

 

            D.        The term "representative" or "representatives" as used herein, unless otherwise specifically limited, refers to the personal representative of my estate including all co-personal representatives, corporate or individual, and denotes the singular or plural as appropriate.

 

            E.         The term "corporate trustee" or "corporate representative" refers to any bank or trust company authorized to exercise trust powers which shall at any time be acting as a trustee hereunder.

                                                                  ARTICLE XV.

            I hereby nominate and appoint ____________ as the personal representative of my estate. 

            I appoint _______________________ as the co-trustees of the trust created hereunder.

            If the mother of ____________ predeceases me, I then nominate and appoint ______________ as guardian of the person of ___________. 

            I direct that no bond shall be required of my personal representatives or trustees.

            No personal representative or trustee shall be responsible or liable for the acts or omissions of any other personal representative or trustee in which the personal representative or trustee sought to be held did not participate or concur.

            At any time after my death, any trustee hereunder may resign by giving written notice to the then income beneficiaries.  Such resignation shall take effect on such date, not earlier than thirty (30) days after the date of delivery of such written resignation, as shall be specified in such instrument of resignation.  Upon such resignation the resigning trustee shall be relieved of any further duties and responsibilities and shall not be liable or responsible for the acts of any successor trustee

            IN WITNESS WHEREOF, I have hereunder set my hand to this my last Will, consisting of 10 typewritten pages, including the next page, and each bearing my signature on this __________ day of __________________, 2001.         

 

                                                                                                                                                           

THIS INSTRUMENT was, on the date thereof, signed published and declared by the testator, as and for his last Will in the presence of us, who, in his presence, and in the presence of each other, have at his request, hereunto subscribed our names as witnesses to the execution thereof, the day and date above written; and we hereby declare that at the time of the execution thereof, we believe the testator to be of sound mind and disposing memory.

 

_____________________________________ residing at _______________________________

 

_____________________________________ residing at _______________________________

 

STATE OF MINNESOTA)

                                             ) ss.

COUNTY OF HENNEPIN)

 

            We, ______________________, _______________________________ and ______________________________, the testator and the witnesses, respectively, whose names are signed to the foregoing instrument, being first duly sworn, do hereby declare to the undersigned authority that the testator signed and executed the instrument as his last Will and that he had signed willingly, and that he executed it as his free and voluntary act for the purpose therein expressed; and that each of the witnesses, in the presence and hearing of the testator, signed the Will as witnesses and that to the best of their knowledge the testator was at the time over 18 years of age, of sound mind and under no constraint or undue influence.

 

                                                                                                                                                           

                                                                                                ______________________________

                                                                                                                                                           

 

                                                                                                ______________________________

 

                                                                                                ______________________________

 

            Subscribed, sworn to and acknowledged before me by __________________, testator, ____________________, and ______________________, witnesses, this __________ day of _______________________, 2001.                                                  

 

                                                                                                                                                           

                                                                                                                      ___________________

                                                                                                                             NOTARY PUBLIC