**LAST WILL AND TESTAMENT

of
[TESTATOR FULL LEGAL NAME]
(Governing Law: Commonwealth of Massachusetts)

TABLE OF CONTENTS

1. Document Header
2. Article I – Definitions
3. Article II – Revocation of Prior Instruments
4. Article III – Family Information & Statement of Intent
5. Article IV – Specific Bequests
6. Article V – Residuary Estate & Pour-Over to Testamentary Trust
7. Article VI – Operative Provisions of the “[TRUST NAME] Family Trust”
8. Article VII – Representations, Warranties & Fiduciary Standards
9. Article VIII – Covenants, Restrictions & Spendthrift Protection
10. Article IX – Default, Remedies & Dispute Resolution
11. Article X – Risk Allocation, Indemnification & Liability Caps
12. Article XI – General Administrative Provisions
13. Article XII – No-Contest Clause
14. Execution & Attestation
15. Self-Proving Affidavit (M.G.L. c. 190B, § 2-504)

[// GUIDANCE: Bracketed text — e.g., [PLACEHOLDER] — must be completed or modified by drafting counsel before signature.]

DOCUMENT HEADER

This Last Will and Testament (this “Will”) is made on [DATE] (the “Effective Date”) by [TESTATOR FULL LEGAL NAME], presently residing at [ADDRESS], (the “Testator”), being of legal age and of sound mind, pursuant to the Massachusetts Uniform Probate Code, M.G.L. c. 190B (the “MUPC”), and intending that this Will be admitted to probate in the [NAME OF COUNTY] Division of the Massachusetts Probate and Family Court Department (the “Probate Court”).

ARTICLE I – DEFINITIONS

For purposes of this Will (including any trusts created herein), the following capitalized terms have the meanings set forth below. Defined terms apply equally to singular and plural forms.

“Administration Expenses” – All funeral expenses, debts, taxes, costs of administration, and other charges properly payable from the probate estate.

“Child” or “Children” – Each biological or legally adopted child of Testator, whether now living or hereafter born or adopted.

“Fiduciary” – The Personal Representative, Trustee, Successor Trustee, and any Guardian or Conservator appointed hereunder.

“Personal Representative” – The individual or corporate fiduciary appointed in Article VII to administer the probate estate pursuant to MUPC Article 3.

“Primary Beneficiaries” – Those persons named in Article VI, Section 6.2 entitled to current or future distributions from the Family Trust.

“Qualified Trustee” – A trustee who meets the standards of M.G.L. c. 203E, § 813 and any successor statute.

“Trust” or “Family Trust” – The testamentary trust established in Article VI (the “Trust”), governed by the Massachusetts Uniform Trust Code, M.G.L. c. 203E (the “MUTC”).

[// GUIDANCE: Add or delete defined terms as drafting counsel finds appropriate for the estate plan.]

ARTICLE II – REVOCATION OF PRIOR INSTRUMENTS

I hereby revoke all prior wills and codicils executed by me.

ARTICLE III – FAMILY INFORMATION & STATEMENT OF INTENT

3.1 Spouse. My spouse is [SPOUSE NAME OR “None”].

3.2 Children. My children are:
a. [CHILD 1 NAME & DOB]
b. [CHILD 2 NAME & DOB]

3.3 Intent. It is my intent to provide for the financial security and welfare of my family, to protect assets from unnecessary depletion, and to minimize estate, generation-skipping transfer, and other taxes to the extent permitted by law.

ARTICLE IV – SPECIFIC BEQUESTS

4.1 Tangible Personal Property. I give all items of tangible personal property to [BENEFICIARY/CLASS], subject to a written statement or list that I may leave, as contemplated by M.G.L. c. 190B, § 2-513.

4.2 Charitable Bequests. I give [DOLLAR AMOUNT OR PERCENTAGE] to [CHARITY NAME, EIN].

4.3 Monetary Gifts. I give [DOLLAR AMOUNT] to [BENEFICIARY].

[// GUIDANCE: Insert additional bequests or delete this Article if none. If any beneficiary is a minor, cross-check guardianship and trust provisions.]

ARTICLE V – RESIDUARY ESTATE & POUR-OVER TO TRUST

5.1 Pour-Over Provision. I devise, bequeath, and transfer the rest, residue, and remainder of my probate estate (the “Residuary Estate”) to the Trustee of the Trust created in Article VI, to be held, managed, and distributed pursuant to that Article.

5.2 Abatement. If assets are insufficient to satisfy all gifts, abatement shall occur as provided under M.G.L. c. 190B, § 3-902, unless otherwise required for tax minimization.

ARTICLE VI – OPERATIVE PROVISIONS OF THE “[TRUST NAME] FAMILY TRUST”

6.1 Creation & Funding. By this Article I create the “[TRUST NAME] Family Trust” (the “Trust”) effective upon my death. All property passing to the Trust under this Will shall constitute the Trust Estate.

6.2 Beneficiaries. The Primary Beneficiaries are:
a. [SPOUSE]
b. My Children, in equal shares, subject to Sections 6.3-6.9.

6.3 Distributions During Spouse’s Lifetime.
a. Mandatory Income. During my spouse’s lifetime, the Trustee shall pay all net income at least quarterly to my spouse.
b. Discretionary Principal. The Trustee may distribute principal for my spouse’s health, education, maintenance, or support (“HEMS Standard”).

6.4 Distributions to Children After Spouse’s Death.
a. Age-Based Principal. Upon the spouse’s death, the Trustee shall distribute one-third of each child’s share at age [25], one-half of the balance at age [30], and the remainder at age [35].
b. Early Advancement. The Trustee may make earlier principal distributions for a child’s HEMS needs.

6.5 Spendthrift Protection. All interests of any beneficiary are subject to a spendthrift clause under M.G.L. c. 203E, § 502.

6.6 Special Needs Savings Clause. Distributions shall be administered to avoid disqualifying any beneficiary from governmental benefits, to the extent feasible.

6.7 Termination. The Trust shall terminate upon the later of (i) distribution of all assets per Section 6.4, or (ii) 21 years after the death of the last descendant of my grandparents living on the Effective Date, consistent with the Rule Against Perpetuities savings clause.

6.8 Trustee Appointment & Succession.
a. Initial Trustee: [INITIAL TRUSTEE NAME].
b. Successor Trustee(s): [SUCCESSOR TRUSTEE NAMES], in the order listed.
c. Appointment Mechanics. Any qualified, willing Successor Trustee may assume office by written acceptance delivered to the beneficiaries and filed with the Probate Court.

6.9 Trustee Powers. In addition to powers granted by law (including M.G.L. c. 203E, §§ 801-816), the Trustee may:
1. Invest in any prudent investment;
2. Retain non-income-producing property;
3. Make distributions in cash or in kind, pro rata or non-pro rata;
4. Employ professionals and delegate investment duties;
5. Form or invest in closely-held entities;
6. Adjust between income and principal as permitted by M.G.L. c. 203D.

ARTICLE VII – REPRESENTATIONS, WARRANTIES & FIDUCIARY STANDARDS

7.1 Testator Representations. I represent that all information provided in Article III is accurate and complete to the best of my knowledge.

7.2 Fiduciary Acceptance. Each Fiduciary, by acting, accepts the office and represents that he or she:
a. Possesses the requisite capacity and is not under any conflict of interest disqualifying service; and
b. Shall discharge duties consistent with the “prudent person” standard under MUTC § 804.

7.3 Bond. No Fiduciary shall be required to furnish bond unless the Probate Court orders otherwise.

ARTICLE VIII – COVENANTS, RESTRICTIONS & SPENDTHRIFT PROTECTION

8.1 No Assignment by Beneficiaries. Except as expressly permitted by law, no beneficiary may sell, assign, anticipate, encumber, or in any manner transfer any income or principal prior to actual receipt.

8.2 Creditor Claims. A creditor of a beneficiary has no right to compel distributions, consistent with M.G.L. c. 203E, § 503.

8.3 Compliance Covenant. Each Fiduciary shall comply with all applicable federal and state fiduciary standards, tax filing requirements, and trust administration rules.

ARTICLE IX – DEFAULT, REMEDIES & DISPUTE RESOLUTION

9.1 Events of Default. For purposes of this Will and the Trust, an “Event of Default” occurs if:
a. A Trustee materially breaches fiduciary duties;
b. A beneficiary challenges the validity of this Will or Trust (see Article XII);
c. A Trustee becomes incapacitated or resigns without a successor.

9.2 Notice & Cure. Any interested person may deliver written notice of default to the Trustee. The Trustee shall have thirty (30) days to cure before further action is taken.

9.3 Remedies. Upon an uncured Event of Default, the Probate Court may:
a. Remove or suspend the Trustee;
b. Appoint a Successor Trustee;
c. Order accounting, surcharge, or injunctive relief.

9.4 Governing Law & Forum. All disputes shall be governed by Massachusetts law and heard exclusively in the Probate Court. The parties knowingly waive any right to a jury trial on all probate and trust matters to the extent such waiver is enforceable.

9.5 Arbitration. Arbitration is not available for probate matters under current Massachusetts law and is expressly disclaimed.

ARTICLE X – RISK ALLOCATION, INDEMNIFICATION & LIABILITY CAPS

10.1 Trustee Indemnification. The Trust shall indemnify any current or former Trustee against all claims, liabilities, and expenses (including reasonable attorneys’ fees) arising from the administration of the Trust, except to the extent caused by the Trustee’s intentional wrongdoing or reckless indifference.

10.2 Liability Limited to Trust Assets. All liabilities of the Trustee incurred in a fiduciary capacity shall be satisfied solely from the Trust Estate; no Trustee shall be personally liable.

10.3 Insurance. The Trustee may purchase fiduciary liability insurance payable from Trust assets.

10.4 Force Majeure. No Fiduciary shall be liable for failure to perform duties when prevented by events beyond reasonable control, including natural disasters, war, or changes in applicable law.

ARTICLE XI – GENERAL ADMINISTRATIVE PROVISIONS

11.1 Tax Apportionment. All estate, inheritance, and similar taxes attributable to property passing under this Will shall be paid from the Residuary Estate, without apportionment, unless otherwise provided by M.G.L. c. 65C.

11.2 Digital Assets. My Personal Representative and Trustee are authorized to access, manage, and dispose of my digital assets under M.G.L. c. 190B, § 3-715(c).

11.3 Severability. If any provision is invalid, the remaining provisions shall remain in full force, and an invalid provision shall be reformed to the minimum extent necessary to effectuate my intent.

11.4 Headings. Article and section headings are for convenience only and do not affect construction.

11.5 Incorporation by Reference. Any memorandum, statement, or list disposing of tangible personal property in accordance with Article IV is incorporated herein by reference.

11.6 Counterparts & Electronic Signatures. This Will may be executed in counterparts, each of which is an original. Electronic or facsimile signatures are not permitted; wet signatures are required for probate validity.

ARTICLE XII – NO-CONTEST CLAUSE

If any beneficiary, directly or indirectly, contests or seeks to invalidate this Will or the Trust, such beneficiary (and his or her descendants) shall forfeit any interest hereunder and be treated as though such beneficiary predeceased me, unless the contest is made in good faith and with probable cause as determined by the Probate Court.

EXECUTION & ATTESTATION

IN WITNESS WHEREOF, I, [TESTATOR NAME], the Testator, have hereunto affixed my signature on this [DATE].

[TESTATOR NAME], Testator

We, [WITNESS #1 NAME] and [WITNESS #2 NAME], at the request of the Testator and in the Testator’s presence and in the presence of each other, sign our names as witnesses, affirming that the Testator declared this instrument to be the Testator’s Will and signed it willingly, appearing to be of sound mind and under no undue influence.

[WITNESS #1 NAME]
Address: [_____]

[WITNESS #2 NAME]
Address: [_____]

SELF-PROVING AFFIDAVIT

(Commonwealth of Massachusetts)

We, [TESTATOR NAME], [WITNESS #1 NAME], and [WITNESS #2 NAME], the Testator and the witnesses, respectively, whose names are signed to the foregoing instrument, being duly sworn, do hereby declare to the undersigned authority that the Testator executed the instrument as the Testator’s Will, that the Testator signed willingly, that each witness signed the Will as witness in the presence of the Testator and of each other, and that, to the best of the knowledge of each witness, the Testator was at the time eighteen (18) years of age or older, of sound mind, and under no constraint or undue influence.

Subscribed and sworn before me on [DATE].

Notary Public
My Commission Expires: _______

[// GUIDANCE:
1. Confirm execution formalities: two disinterested witnesses plus self-proving affidavit with a notary satisfy MUPC §§ 2-502 & 2-504.
2. If a beneficiary is also a witness, adjust to avoid void gifts under M.G.L. c. 190B, § 2-505.
3. Review federal and Massachusetts estate-tax apportionment implications.
4. Consider adding trustee compensation schedule or cross-reference to separate fee agreement.
5. Counsel should update citations if statutory numbering changes.]