Partnership insurance trust. Agreement executed between _________, of _________[address], _________[city], _________ County, _________[state], and _________, of _________[address], _________[city], _________ County, _________[state], (referred to in this agreement as partners) and _________[trust company], of _________[address], _________[city], _________ County, _________[state], (referred to in this agreement as trustee). RECITALS A. Partners are doing business as a partnership under the firm name _________ with business address at _________[address], _________[city], _________ County, _________[state], with each partner having an equal interest in the partnership business; and B. Partners wish to liquidate their interest in the partnership upon their death and accordingly have designated trustee as beneficiary in such policies of insurance described in the attached Exhibit _________ and made a part of this agreement, and for that purpose have delivered such policies to trustee; Therefore, in consideration of the foregoing and the mutual covenants of the parties in this agreement, the parties agree as follows: SECTION ONE. TRUSTEE TO HOLD POLICIES The insurance policies described in Exhibit _________, which have been delivered to trustee, shall be held by such trustee who will also hold and administer their proceeds, together with any additional policies and their proceeds as the parties may subsequently add to this trust, for such purposes and upon such terms and conditions as provided for in this agreement. SECTION TWO. PAYMENT OF PREMIUMS All insurance premiums, assessments, and charges imposed for such insurance policies shall be paid for by the partnership and shall be charged upon the books of the partnership to the capital accounts of each partner. SECTION THREE. PAYMENT OF DIVIDENDS All dividends payable upon such policies, if any, shall be paid to the partnership, and shall be credited upon the books of the partnership to the capital accounts of each partner. SECTION FOUR. PAYMENT OF PROCEEDS Upon the death of either partner, trustee shall collect the proceeds of the insurance policies insuring the life of the deceased partner, and pay from such proceeds, after deducting the necessary costs and expenses of the administering the trust, a sum equivalent to _________[one-half] of the value of the partnership business as determined in Section Six of this agreement, to the personal representative of the deceased partner, or if no personal representative shall have been appointed within _________ months after the death of such partner, then to such partner's legal heirs. SECTION FIVE. INSUFFICIENCY OR EXCESS IN PROCEEDS If the net proceeds of the insurance policies are insufficient to pay such _________[one-half] of the value of the partnership business, the entire net proceeds shall be paid over to the deceased partner's personal representative or heirs, as provided in Section Four, and the surviving partner shall pay the difference from such surviving partner's personal funds. If the net proceeds are more than sufficient to pay such _________[one-half] of the value of the partnership business, the excess shall be paid over to _________. SECTION SIX. FIXING VALUE OF PARTNERSHIP The value of the partnership business for purposes of this agreement shall be fixed at _________ Dollars ($_____) or its book value, whichever is greater. The book value shall be determined as follows: _________. SECTION SEVEN. TERMINATION OF INTEREST IN PARTNERSHIP After the payments are made as provided in Sections Four and Five, the interest of the deceased partner in the partnership shall terminate and shall be immediately transferred to and vest in the surviving partner. SECTION EIGHT. TERMINATION OF TRUST This trust shall terminate after the payments are made as provided in Sections Four and Five. SECTION NINE. DELIVERY OF POLICY TO SURVIVING PARTNER Upon termination of the trust, the trustee shall deliver to the surviving partner the insurance policy insuring such surviving partner's life. SECTION TEN. TRUSTEE'S FEES The trustee shall be entitled to a fee of _________ Dollars ($_____) for administering the trust, to be paid by _________[the partnership or as the case may be]. SECTION ELEVEN. PERSONS BOUND This agreement shall be binding upon the parties, their respective heirs, successors, assigns, or legal representatives. SECTION TWELVE. LAW APPLICABLE This agreement shall be governed by the laws of _________[state]. In witness whereof, the parties have executed this agreement at _________[designate place of execution] on _________[date]. [Signatures]