Will disposing of entire community  with marital deduction.

Last Will and Testament of _________

I, _________, of the City of _________, in the State of _________, declare this to be my last will and revoke all other wills and codicils which I have made.

Article I.

Payment of Debts, Final Illness and Funeral Expenses

I direct my executor to pay as soon after my death as is convenient my expenses of last illness, funeral expenses and just debts, except as may be specifically provided to the contrary.

Article II.

Extent of Family

I declare that I am married, that my spouse's name is _________; that I have had only _________ children, all of whom are now living; that their names are _________, born _________, _________, born _________, and _________, born _________.

Article III.

Intention To Dispose of all Property; No Exercise of Powers of Appointment

It is my intention by this will to dispose of my separate property, all of my quasi-community property  and the entire community property of myself and my spouse. I do not intend by this will to exercise any power of appointment which I may have.

Article IV.

Bequest of Personal Residence

I devise and bequeath to my spouse, _________, if he or she survives me, any interest I may have in my home located at _________, City of _________, State of _________, or any other home which we may be occupying as our principal residence at my death, including all fire and casualty insurance held with reference to it, subject to any trust deed or other encumbrance and all unpaid real estate taxes and special assessments which are a lien at the date of my death. If my spouse does not so survive me, this devise and bequest shall lapse, and my executor is authorized and requested, but not directed, in its discretion, to sell the home and the proceeds of the sale, or the home if not sold, shall be added to and become part of the residue of my estate.

Article V.

Bequest of Personal Effects

I bequeath to my spouse, _________, if he or she survives me, any interest I may have in all household furniture, furnishings and fixtures, jewelry, china, silverware, books, pictures, clothing and all other items of domestic, household or personal use or adornment and all automobiles which at the time of my death shall be in, about or used in connection with my home. If my spouse does not so survive me, then I bequeath the property described in this article to my children, _________, _________ and _________, in equal shares, or to the survivors or survivor of them and, if none of my children survives me, this bequest shall lapse and my executor is authorized and requested, but not directed, in its discretion, to sell all or part of this property and the proceeds of the sale, or the property, if not sold, shall be added to and become part of the residue of my estate.

Article VI.

Bequests to Children

I bequeath to:

(A). My son, _________, the sum of $_____.

(B). My daughter, _________, the sum of $_____.

(C). My son, _________, the sum of $_____.

If any one or more of the legatees mentioned in this article does not survive me, then I bequeath the sum of money to his or her lawful descendants living at my death, upon the principle of representation and, if he or she leaves no lawful descendants living at my death, then his or her bequest shall lapse and the property shall become part of the residue of my estate.

Article VII.

Marital and Residuary Trust

All of the rest, residue and remainder of my estate, of every kind or nature and wherever situated, including all of my quasi-community property and my spouse's share of our community property, but excluding property over which I may have power of appointment, I devise and bequeath to _________, a _________ corporation, or any successor or assign of this corporation whether by way of consolidation, merger, transfer or otherwise, in trust, for the uses and purposes set forth.

(A). Division of trust estate. If my spouse, _________, survives me, I direct that the trustee shall divide the entire trust estate into two separate trusts, which are hereinafter referred to as "Trust A," the marital trust, and "Trust B," the residuary trust. There shall be placed in Trust A:

(1). My spouse's fractional share of our community property passing under the terms of this provision of my will and subject to administration, less a proportionate part of all amounts properly chargeable against such entire community property.

(2). Out of the assets of my residuary estate which are eligible to satisfy the marital deduction, that fractional share of the assets which is equal to the minimum marital deduction, which, if allowed for federal estate tax purposes, will result in the least federal estate taxes being payable by reason of my death.

(3). In making the computations and the allocation of property to Trust A required by subparagraphs (1) and (2), the determination of the character, ownership and value of property shall be as finally established for federal estate tax purposes.

(4). All of the rest, residue and remainder of the assets passing to the trustee under this will shall be allocated to Trust B.

(B). Management and administration expenses. Upon distribution to or receipt by the trustee of the trust estate or a substantial part of it, the trustee shall, from income which accrues or is received after such distribution or receipt, or from principal, pay or reserve sufficient funds to pay all expenses of management and administration of the trust estate, including the compensation of the trustee, all or any part of which may, in the discretion of the trustee, be charged either to income or principal of the trust estate.

(C). Net income. The remaining income shall be and is referred to as "net income."

(D). Distribution of trust estate; principal of marital trust. The net income and principal of the trust estate shall be distributed as follows:

(1). The net income from both Trust A and Trust B shall be distributed to or for the use and benefit of my spouse, _________, in convenient installments, not less frequently than quarterly, during his or her lifetime.

(2). Anything herein to the contrary notwithstanding, upon the death of my spouse, _________, the trustee shall distribute the principal of Trust A, and any accrued or undistributed net income, to or in trust for the use and benefit of the person or persons, including his or her estate, his or her creditors or the creditors of his or her estate, upon the conditions and estates, with the powers, in the manner and at the time or times as are appointed and directed by my spouse's last will admitted to probate by a court of competent jurisdiction, specifically referring to this power of appointment. Unless within ninety (90) days after the death of my spouse the trustee has actual notice of the existence of a will or of probate proceedings, it shall be deemed for all the purposes of this will that the power of appointment was not exercised (but the provisions of this paragraph shall not affect any right which an appointee, or beneficiary in default of appointment, may have against any distributee).

(3). To the extent that my spouse does not exercise this power of appointment, the principal of Trust A, and any accrued or undistributed net income thereon, shall be added to and commingled with Trust B, shall be held, administered and distributed in whole or in part, as if it had been an original part of Trust B.

(4). Upon the death of my spouse, _________, the trustee may pay the expenses of my spouse's last illness and funeral, from either income or principal of Trust A, to the extent not appointed, or of Trust B, at the discretion of the trustee, unless other adequate provision shall have been made therefor.

(E). Administration of trust after death of spouse. Upon the death of my spouse, _________, or upon the distribution of my estate if my spouse should predecease such event, to the extent that my spouse has not exercised the power of appointment granted in this will, the trustee shall continue to hold and administer the entire trust estate remaining after paying or reserving for all amounts then payable as previously provided (including Trust B, augmented by Trust A, if such is the case), for the use and benefit of my then living children and of the living lawful descendants of any deceased children of mine, upon the principle of representation.

(F). Distribution of net income after death of spouse.

(1). The net income of the trust estate may be paid to or applied for the use and benefit of any one or more or all of my children and descendants of deceased children, in the amounts and at the time or times as the trustee in its sole and absolute discretion shall determine, without regard to equality of distribution of the income among the beneficiaries. The trustee, in its discretion, may withhold the distribution of all or any part of said net income. In determining the amount of net income to be so paid or applied, the trustee shall take into consideration any other income and financial resources available to the beneficiaries from any source, so far as known to the trustee.

(2). Any net income not paid or applied by the trustee during any trust accounting year shall be added to and become part of the principal of the trust estate.

(G). Final distribution of principal. Distributions of principal shall be made as follows:

(1). When the youngest of my then living children shall have attained the age of 25 years, the trustee shall distribute the principal of the entire trust estate and any accrued or undistributed net income thereon to my then living children and to the living lawful descendants of any deceased children of mine upon the principle of representation, as provided below.

(2). If none of my children survives to attain the age of 25 years, then upon the death of the last survivor of my children the trustee shall apportion the trust estate, without being required to make a physical segregation of it, into shares for the then living lawful descendants of my deceased children upon the principle of representation. Each share shall constitute and be held, administered and distributed as a separate trust, as provided below.

(3). Subject to the provisions for termination hereinafter provided, if any share or trust becomes distributable to a minor, then that share or trust shall immediately vest in the minor, but the trustee shall retain the minor's share or trust until he or she shall have attained the age of 21 years and shall then distribute it to him or her. While so retained, the trustee in its sole and absolute discretion, shall distribute to or for the use and benefit of the minor so much of the net income and principal of such minor's share or trust as it deems necessary or advisable for his or her reasonable care, support, maintenance and education and any income not so distributed shall be added to and become part of the principal of such share or trust.

(4). The trustee shall have with respect to each share or trust so retained, all the powers and discretions granted with respect to this trust generally.

(H). Rule against perpetuities; distribution upon termination of trust estate. Unless sooner terminated in the manner provided below, each trust created here shall cease and terminate not later than 21 years after the death of the survivor of my spouse, _________, and my children and descendants who are living at the date of my death. Upon such termination the entire trust estate, including principal and any accrued or undistributed net income thereon, shall be distributed to the persons for whom said estate is then held in trust, in proportion to the shares or trusts then held for such persons and, if there shall be no such persons surviving, then ½ of the trust estate shall be distributed to my heirs, and ½ shall be distributed to the heirs of my spouse, _________, both classes of heirs to be then determined according to the laws of the State of _________ relating to the succession of separate property in force at the date of such termination, except that, if my spouse, _________, shall have elected to take the rights given by law, including the law affecting community property or quasi-community property, as provided for in Article XI, the entire trust estate shall be distributed to my heirs.

Article VIII.

Powers and Discretion of Trustee

In addition to all other powers and discretions granted or vested in the trustee by law or by this will, the trustee shall have the following powers and discretions:

(A). Management of trust. To do all acts, take all such proceedings and exercise all rights and privileges in the management of the trust estate as if it were an individual and the absolute owner of it, including, without limiting the generality of the terms, the following:

(1) To grant, bargain, sell, convey, exchange or convert any real or personal property;

(2) To lease for terms either within or beyond the duration of this trust;

(3) To enter into oil, gas and other mineral leases, on such terms as it may deem proper, and to enter into any pooling, unitization, repressurization, community and other types of agreements relating to the development, operation and conservation of mineral properties;

(4) To assign, partition, divide, subdivide and improve any properties;

(5) To loan, reloan, invest and reinvest the trust estate or any part thereof;

(6) To vote stock, give proxies, pay calls for assessments, sell or exercise stock subscription or conversion rights;

(7) To participate in foreclosures, reorganizations, consolidations, mergers, liquidations, pooling agreements and voting trusts, assent to corporate sales and other acts and, in connection therewith, to deposit securities with and transfer title to any protective or other committee under such terms as the trustee may deem advisable;

(8) To hold securities or other property in its own name or in the name of its nominee, without disclosing any fiduciary relation;

(9) To procure and carry at the expense of the trust estate insurance of such kind and in such form and amount as the trustee deems advisable to protect the trustee and the trust estate against any hazard;

(10) To borrow money for any trust purpose, use the trust estate or any part of it as security and replace, renew and extend any encumbrance on it, upon the terms, conditions and security as may be determined by the trustee and to pay loans or other obligations of the trust estate, as the trustee in its discretion deems advisable.

(B). Receiving and holding property. The trustee is expressly authorized to receive and accept additions to the trust of any kind of property, from any source or sources other than my estate, at any time or times, in its discretion and subject to approval of the court having jurisdiction of my estate and this trust, and to hold and retain any securities, properties or other investments, including shares of the trustee or any affiliated or related corporation, and to continue to hold, manage and operate any property, business or enterprise received and acquired at any time, as long as in its discretion it elects to do so, the profits or losses, if any, to inure to or be chargeable against the trust estate and not the trustee; provided that unproductive property shall not be held as an asset of Trust A for more than a reasonable time during the lifetime of my spouse without his consent.

(C). Standard of care. In investing, reinvesting, purchasing, acquiring, exchanging and selling property for the benefit of this trust, the trustee shall exercise the judgment and care, under the circumstances then prevailing, which persons of prudence, discretion and intelligence exercise in the management of their own affairs, not in regard to speculation, but in regard to the permanent disposition of their funds, considering the probable income as well as the probable safety of their capital. Within the limitations of the foregoing standard, the trustee is authorized to acquire every kind of property, real, personal or mixed, and every kind of investment, specifically including, but not by way of limitation, participation in any common trust funds administered by the trustee, corporate obligations of every kind and stocks, preferred or common, which persons of prudence, discretion and intelligence acquire for their own account.

(D). Determination of income and principal. Unless otherwise specifically provided herein, the trustee in its discretion may determine what is principal or income and what shall be charged or credited to either, and its judgment shall bind everyone with a beneficial interest. The trustee may rely upon the statement of the paying corporation as to whether dividends are paid from profits or earnings or are a return of capital or a distribution of assets, and as to any other relevant fact concerning the source or character of dividends or distributions of corporate assets.

(E). Use of principal to support beneficiary. If the trustee deems the net income payable at any time not sufficient to provide for the reasonable care, support, maintenance and education of any beneficiary who is at the time receiving or entitled to receive income, taking into consideration any other income and financial resources of the beneficiary, so far as known to the trustee, it may as often as it deems necessary, pay to or apply for the use and benefit of the beneficiary an additional part, up to and including the whole, of the principal of the trust estate or, if the trust estate has been apportioned into shares, of the principal of the respective share or trust of the beneficiary, all as the trustee in its sole and absolute discretion believes will be in the best interests of and will tend to promote the welfare of the beneficiary, including but not limited to the specific power to disburse funds to or for the use and benefit of the beneficiary for the purpose of acquiring a home or an equity in one; provided that, any distributions of principal to or for the use and benefit of my spouse shall be made first from Trust A. If Trust A has been exhausted, distributions of principal shall be made from Trust B.

(F). Payments for minors. If at any time or from time to time any beneficiary entitled to receive income or principal shall be a minor, or an incompetent, or a person whom the trustee deems to be unable wisely or properly to handle funds if paid to him or her directly, the trust may make any such payments, in its discretion, in any one or more of the following ways:

(1). directly to such beneficiary.

(2). to the natural guardian, or the legally appointed guardian, conservator or other fiduciary of the person or estate of the beneficiary,

(3). to any person or organization furnishing care, support, maintenance or education for the beneficiary, or

(4). by itself making expenditures directly for the care, support, maintenance or education of the beneficiary. The trustee shall not be required to see to the application of any funds so paid or applied and the receipt of the payee shall be full acquittance to the trustee. The decision of the trustee to direct payments or application of funds shall be conclusive and binding upon all parties in interest.

(G). Claims against estate. The trustee may, at its option, at any time, in connection with its management of the trust estate or the collection of any moneys due or payable to it as trustee, compromise or abandon any claims existing in favor of or against the trust estate.

(H). Loan of trust funds. The trust may loan or advance its own funds for any trust purpose to this trust, the loans or advances to bear interest at the then current rate from date of advancement until paid and, together with interest, to constitute a first lien upon the entire trust estate until paid.

(I). Division of assets of trust estate. Upon any division of the trust estate into separate shares or trusts and upon any distribution, the trustee may apportion and allocate the assets of the trust estate in cash or in kind, or partly in cash and partly in kind, or in undivided interests, in any manner as the trustee in its discretion deems advisable. The trustee may sell such property as it deems necessary to make any division or distribution. After any division of the trust estate, the trustee may make joint investments with funds from some or all of the several shares or trusts.

(J). Payment of taxes. Taxes shall be paid and charged by the trustee as follows:

(1). Upon the death of any beneficiary, any estate, inheritance, succession or other death taxes, duties, charges or assessments, together with interest, penalties, costs, trustees' compensation and attorney fees, which shall become due by reason of the trust estate or any interest in it being includible for such tax purposes, may be paid by the trustee from the trust estate, unless other adequate provision for them shall have been made. These payments shall be charged to principal of the share of the trust estate or the separate trust so included.

(2). If at any time any gift tax becomes due from my surviving spouse by reason of the trust estate or any interest in it being includible for gift tax purposes, the gift tax, together with interest, penalties, costs, trustees' compensation and attorney fees, may be paid by the trustee from the trust estate, unless other adequate provision for them shall have been made. Any such payments shall be charged to principal of the share of the trust estate or the separate trust so included.

(3). The trustee shall have full power and authority to pay from the trust estate any other taxes, charges or assessments for which the trustee, the trust estate or any interest in it becomes liable, and any such payment shall be made from and charged to either income or principal of the trust estate or any share or separate trust thereof, as the trustee in its discretion deems proper.

(4). The trustee may make any payments directly or to a personal representative or other fiduciary and the trustee may rely upon a written statement of the fiduciary as to the amount and propriety of the taxes, interest, penalties and other costs, and shall be under no duty to see to the application of any funds so paid.

(K). Termination of individual shares or trusts. In the event that the share or separate trust held for any income beneficiary of this trust has, at any time, in the opinion of the trustee, a fair market value of $5,000.00 or less, the trustee may, in its discretion, but is not required to, terminate such trust and, regardless of the age of such beneficiary, distribute the principal and any accrued or undistributed net income thereon to such beneficiary, or to his guardian, conservator or other fiduciary.

(L). Discretion of trustee. All discretions granted to or vested in the trustee by any provisions of this will are to be exercised in the sole and absolute discretion of the trustee.

Article IX.

Miscellaneous Provisions

(A). Death of beneficiary. Upon the death of any beneficiary for whom a trust is then held, any accrued or undistributed net income shall be held and accounted for, or distributed, in the same manner as if it had been accrued or received after the death of the beneficiary.

(B). Notice to trustee. Until the trustee shall receive from a person interested in this trust, written notice of any death, birth, marriage or other event upon which the right to receive income or principal of the trust estate may depend, the trustee shall incur no liability for any disbursements or distributions made or omitted in good faith.

(C). Binding effect. Any instrument executed by the trustee shall be binding on all parties to the trust and on all beneficiaries. No person paying money to the trustee need see to the application of the money so paid.

(D). Inclusion of adopted children. The words "child," "children," "descendants," and "lawful descendants," as used in this will, shall include children legally adopted by me or by any of my descendants and lawful descendants of such legally adopted children.

(E). Incompetent. The word "incompetent," as used in this will, shall be deemed to include not only persons who have been so declared by a court of competent jurisdiction, but also persons for whom a guardian or conservator or other fiduciary of the person or estate or both shall have been appointed by a court of competent jurisdiction.

(F). Spendthrift clause. The interest of any beneficiary in the principal or income of this trust shall not be subject to claims of his or her creditors, or others, or liable to attachment, execution or other process of law, and no beneficiary shall have any right to encumber, hypothecate or alienate his or her interest in this trust in any manner, except as provided for elsewhere. The trustee may, however, deposit in any bank designated in writing by a beneficiary to his or her credit, income or principal payable to a beneficiary.

Article X.

Disinheritance of Heirs

I have, except as otherwise provided in this will, intentionally and with full knowledge, declined to provide for any heirs of mine who may be living at my death and I direct that such persons, if any, shall take no part of my estate.

Article XI.

Renunciation of Will

I have provided in this will for disposition of all of my separate property and quasi-community property and the entire community property of myself and my spouse, because of my firm belief that the provisions of this will are in the best interests of my spouse, and I urgently request that he or she accept these provisions. If my spouse should elect to take the rights given by law, including the law affecting community property or quasi-community property, then my spouse shall receive under this will only the property given in Articles IV and V and the remaining provisions, including the provisions for final termination of the trust in Article VII, shall be carried into effect and the remainder of the trust estate shall be held, administered and distributed by the trustee in the same manner as though my spouse had predeceased me.

Article XII.

Payment of Death Taxes

All estate, inheritance, succession or other death taxes, duties, charges or assessments, imposed upon or in relation to any property by reason of my death, whether passing under this will or otherwise, shall be paid by my executor out of that part of the residue of my estate remaining after distribution, transfer or allocation of assets to Trust A as provided above, without proration of any charge against any person who receives the property under the terms of this will or otherwise.

Article XIII.

Presumption of Survivorship

If there shall be no sufficient evidence that I have survived my spouse, it shall be conclusively presumed for all purposes pertaining to the probate of my estate that my spouse shall have survived me.

Article XIV.

Validity of Individual Provisions

Should any part, clause, provision or condition of this will be held to be void, invalid or inoperative, then I direct that such invalidity shall not affect any other provisions, which shall be effective as though the invalid provision had not been made.

Article XV.

Appointment of Executor and Guardian of Minor's Estate

I appoint as executor hereof, and as guardian of the estate of any child of mine who at the time of my death is a minor, _________, a corporation, or any successor or assign of the corporation, whether by way of consolidation, merger, transfer or otherwise. I authorize my executor to sell, at either public or private sale, lease or mortgage the whole or any part of my estate, with or without notice, but subject to such confirmation as may be provided by law. My executor may, at its option, and in its sole and absolute discretion, retain any securities, properties or other investments and continue to hold, manage and operate any property, business or enterprise that I may own in whole or in part at the time of my death, with or without order of court, the profits or losses from them, if any, to inure to or be chargeable against my estate and not my executor.

In witness whereof, I have hereunto set my hand on _________[date], at the City of _________, State of _________.

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