**LAST WILL AND TESTAMENT

&
TESTAMENTARY TRUST AGREEMENT
of [TESTATOR FULL LEGAL NAME]**

[// GUIDANCE: The following template is drafted for a Tennessee-domiciled Testator and incorporates Tennessee statutory requirements, including the Tennessee Uniform Trust Code (Tenn. Code Ann. § 35-15-101 et seq.) and related probate provisions. All bracketed items must be customized. Practitioners should attach separate disclosure schedules (e.g., Personal Property Memorandum) where appropriate.]

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TABLE OF CONTENTS

1. Document Header & Recitals
2. Definitions
3. Revocation of Prior Wills & Identification of Family
4. Appointment of Personal Representative
5. Specific Bequests
6. Disposal of Residue & Creation of Testamentary Trust
7. Testamentary Trust Provisions
    7.1 Name & Funding of Trust
    7.2 Trustee Designation, Successor & Vacancy
    7.3 Beneficiaries & Beneficial Interests
    7.4 Distributions; Standards & Timing
    7.5 Spendthrift & Creditor Protection
    7.6 Trustee Powers & Fiduciary Standards
    7.7 Trustee Compensation, Indemnification & Liability Cap
    7.8 Trust Administration & Accounting
    7.9 Termination of Trust
8. Tax Allocation & Apportionment
9. Guardianship of Minor Children
10. Digital Assets Directive
11. Tangible Personal Property Memorandum
12. No-Contest Clause
13. Governing Law, Forum & Dispute Resolution
14. General Provisions
15. Execution & Attestation
16. Self-Proving Affidavit (T.C.A. § 32-2-110)

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1. DOCUMENT HEADER & RECITALS

1.1 Effective Date. This Last Will and Testament (the “Will”) is made on [DATE] (the “Effective Date”) by [TESTATOR FULL LEGAL NAME], a resident of [COUNTY] County, Tennessee (the “Testator”).

1.2 Intent & Consideration. Testator, being of sound mind and disposing memory, declares this Will, including the testamentary trust created herein, to dispose of Testator’s property in accordance with Testator’s wishes and pursuant to Tennessee probate and trust law.

1.3 Governing Law. This Will and all trusts arising hereunder shall be governed by the laws of the State of Tennessee, including the Tennessee Uniform Trust Code, without regard to conflict-of-laws principles.

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2. DEFINITIONS

For purposes of this Will:

“Code” means the Internal Revenue Code of 1986, as amended.

“Court” means the Probate Court of [COUNTY] County, Tennessee having jurisdiction over the estate or any trust created herein.

“HEMS” means health, education, maintenance, and support.

“Personal Representative” includes any Executor, Administrator, or Successor Personal Representative appointed under Section 4.

“Primary Beneficiary(ies)” means those persons identified in Section 7.3(A).

“Trust” means the [TESTATOR NAME] Family Testamentary Trust established in Section 6 and governed by Article 7.

“Trustee” includes any original, successor, or co-trustee acting from time to time.

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3. REVOCATION OF PRIOR WILLS & IDENTIFICATION OF FAMILY

3.1 Revocation. All prior wills and codicils executed by Testator are hereby revoked in their entirety.

3.2 Family Identification.
A. Spouse: [SPOUSE NAME]
B. Children: [LIST CHILDREN NAMES & DATES OF BIRTH]
C. Additional Heirs: [OTHER HEIRS, IF ANY]

[// GUIDANCE: Accurate family identification is critical for elective-share and pretermission issues under T.C.A. Title 31.]

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4. APPOINTMENT OF PERSONAL REPRESENTATIVE

4.1 Designation. Testator appoints [PRIMARY PERSONAL REPRESENTATIVE] as Personal Representative to serve [with/without] bond. If the primary cannot or will not serve, [ALTERNATE PERSONAL REPRESENTATIVE] shall serve.

4.2 Powers. The Personal Representative shall have all powers conferred by T.C.A. § 35-15-815 and § 30-2-101 et seq., including, without limitation, power to sell, lease, invest, and distribute estate assets without court approval except as required by law.

4.3 Compensation & Exoneration. The Personal Representative shall be entitled to reasonable compensation and reimbursement of expenses. Absent gross negligence or willful misconduct, the Personal Representative shall not be liable for any loss to the estate.

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5. SPECIFIC BEQUESTS

I give the following property, free of all debts and expenses of administration, to the persons named below:

If any beneficiary predeceases me, the bequest shall lapse into the Residuary Estate unless otherwise specified.

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6. DISPOSAL OF RESIDUE & CREATION OF TESTAMENTARY TRUST

6.1 Pour-Over to Trust. I devise, bequeath, and transfer all the rest, residue, and remainder of my probate estate (the “Residuary Estate”) to the Trustee to hold, manage, and distribute in accordance with the provisions of Article 7.

6.2 Trust Effective Date. The Trust shall come into existence upon my death and shall be funded with the Residuary Estate and any property otherwise transferred to the Trust by beneficiary designation, pay-on-death, or similar arrangement.

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7. TESTAMENTARY TRUST PROVISIONS

7.1 Name & Funding of Trust

This trust shall be known as the [TESTATOR NAME] Family Testamentary Trust (the “Trust”) and shall be funded as provided in Section 6.

7.2 Trustee Designation, Successor & Vacancy

A. Initial Trustee: [PRIMARY TRUSTEE]
B. First Successor Trustee: [SUCCESSOR TRUSTEE 1]
C. Second Successor Trustee: [SUCCESSOR TRUSTEE 2]

Any vacancy not filled by the foregoing shall be filled by majority vote of the adult income beneficiaries then entitled to receive current distributions.

7.3 Beneficiaries & Beneficial Interests

A. Primary Beneficiary(ies): [LIST]
B. Contingent Beneficiary(ies): [LIST]

7.4 Distributions; Standards & Timing

A. Mandatory Income. During the lifetime of each Primary Beneficiary, the Trustee [shall/may] distribute net income [quarterly/annually].
B. Discretionary Principal. The Trustee may distribute principal for the HEMS of any Primary Beneficiary in the Trustee’s sole discretion.
C. Age Staggered Principal Distribution. Each Primary Beneficiary shall receive one-third (⅓) of his or her vested balance at age [AGE 1], one-half (½) of the remainder at age [AGE 2], and the balance at age [AGE 3], subject to earlier termination of the Trust.
D. Accumulations. Undistributed income shall be added to principal.

[// GUIDANCE: Customize distribution scheme to meet client goals and avoid premature vesting that could frustrate spendthrift protection.]

7.5 Spendthrift & Creditor Protection

No interest of any beneficiary shall be assignable or subject to the claims of creditors, spouse, or governmental authority, consistent with Tenn. Code Ann. § 35-15-502.

7.6 Trustee Powers & Fiduciary Standards

A. Statutory Powers. The Trustee shall have all powers granted under T.C.A. § 35-15-815.
B. Prudent Investor Rule. The Trustee shall invest Trust assets pursuant to the Tennessee Uniform Prudent Investor Act (T.C.A. § 35-14-101 et seq.).
C. Delegation. The Trustee may delegate investment functions in accordance with T.C.A. § 35-15-807.
D. Conflict Disclosure. Any transaction involving a party related to the Trustee must satisfy the duty of loyalty (T.C.A. § 35-15-802).

7.7 Trustee Compensation, Indemnification & Liability Cap

A. Compensation. The Trustee is entitled to reasonable compensation consistent with T.C.A. § 35-15-708.
B. Indemnification. The Trust shall indemnify the Trustee from and against any claim, loss, or expense, including attorneys’ fees, incurred in the good-faith administration of the Trust, to be satisfied solely from Trust assets.
C. Liability Cap. The Trustee’s liability shall in no event exceed the total value of Trust assets under administration at the time the claim arises.

7.8 Trust Administration & Accounting

The Trustee shall provide annual written accounts to the current income beneficiaries and shall retain records for not less than seven (7) years.

7.9 Termination of Trust

The Trust shall terminate upon the earliest of:
1. Distribution of all Trust property in accordance with Section 7.4(C);
2. The death of the last surviving Primary Beneficiary; or
3. The Trust’s assets declining below [$MINIMUM VALUE], whereupon the Trustee may distribute the remaining assets outright to the beneficiaries in proportion to their interests.

[// GUIDANCE: Option 3 allows administrative termination under T.C.A. § 35-15-414 when the Trust becomes uneconomical.]

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8. TAX ALLOCATION & APPORTIONMENT

All estate, inheritance, generation-skipping transfer, and similar taxes (collectively, “Transfer Taxes”) attributable to property passing under this Will or outside of probate shall be paid from the Residuary Estate [or apportioned pro rata] without reimbursement, except as otherwise directed by beneficiary designations or governing instruments.

[// GUIDANCE: Practitioners should ensure consistency with any life insurance or retirement account beneficiary designations and consider inclusion of a “QTIP” or “Credit Shelter” trust if estate tax exposure exists.]

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9. GUARDIANSHIP OF MINOR CHILDREN

If at my death any child of mine is under eighteen (18) years of age, I nominate [PRIMARY GUARDIAN] as guardian of the person and property of such child, and [ALTERNATE GUARDIAN] as alternate, to serve without bond if permissible by the Court.

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10. DIGITAL ASSETS DIRECTIVE

Pursuant to the Revised Uniform Fiduciary Access to Digital Assets Act (T.C.A. § 35-8-101 et seq.), I grant my Personal Representative and Trustee the authority to access, manage, and dispose of my digital assets and digital accounts.

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11. TANGIBLE PERSONAL PROPERTY MEMORANDUM

I may leave a signed, dated memorandum describing the disposition of tangible personal property not otherwise disposed of herein. The memorandum shall be incorporated by reference and shall control in case of conflict with this Will as permitted by T.C.A. § 32-3-113.

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12. NO-CONTEST CLAUSE

Any beneficiary who directly or indirectly contests this Will or any Trust created hereunder shall forfeit and be deemed to have predeceased me with respect to all interests provided herein, except to the extent such contest is brought solely to enforce the express terms of this instrument.

[// GUIDANCE: Tennessee enforces in terrorem clauses absent probable cause (T.C.A. § 35-15-1014).]

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13. GOVERNING LAW, FORUM & DISPUTE RESOLUTION

A. Governing Law. This Will and all trusts hereunder shall be construed in accordance with the laws of the State of Tennessee.
B. Exclusive Forum. Any judicial proceeding relating to the estate or Trust shall be brought exclusively in the [COUNTY] County Probate Court.
C. Arbitration. Arbitration is expressly disclaimed and shall not apply to any dispute.
D. Jury Waiver. To the extent a jury trial might otherwise be available, each interested person knowingly waives the right to trial by jury.
E. Injunctive Relief. The Court shall have authority to issue equitable relief, including temporary restraining orders or injunctions, to enforce Trust provisions.

[// GUIDANCE: Arbitration clauses are generally disfavored in probate contexts; here they are expressly excluded in accordance with the user’s metadata.]

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14. GENERAL PROVISIONS

14.1 Headings are for reference only.
14.2 If any provision is held invalid, the remaining provisions shall remain in full force.
14.3 This Will constitutes my entire testamentary intent.
14.4 A photocopy or electronic reproduction of this Will may be relied upon as though it were an original.
14.5 Gender and number include the masculine, feminine, neuter, singular, and plural as required by context.
14.6 References to statutes include all amendments and successor provisions.

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15. EXECUTION & ATTESTATION

IN WITNESS WHEREOF, I, [TESTATOR FULL LEGAL NAME], have hereunto subscribed my name on the date first written above, declaring this instrument to be my Last Will and Testament, in the presence of the undersigned witnesses, who, at my request and in my presence and in the presence of each other, have subscribed their names hereto.

ATTESTING WITNESSES

We, [WITNESS #1 NAME] and [WITNESS #2 NAME], attest that the Testator signed or acknowledged this Will in our presence, declared it to be Testator’s Will, and we now sign our names in the presence of the Testator and each other.

[// GUIDANCE: Tennessee requires two disinterested witnesses (T.C.A. § 32-1-104).]

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16. SELF-PROVING AFFIDAVIT

State of Tennessee
County of [COUNTY]

Before me, the undersigned authority, on this day personally appeared [TESTATOR NAME], [WITNESS #1 NAME], and [WITNESS #2 NAME], known to me to be the Testator and the witnesses, respectively, whose names are signed to the attached or foregoing instrument, and who, after being duly sworn, each declared to me that the Testator executed the instrument as the Testator’s Will, that the Testator willingly signed or directed another to sign for the Testator, and that each witness, in the presence and hearing of the Testator, signed the Will as witness. Further, the witnesses state that the Testator was of sound mind and over eighteen (18) years of age at the time of execution.

Subscribed and sworn before me on this _ day of __, 20___.

[Seal]

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[End of Document]