EXHIBIT 1.1
XXXXXX UNIT INVESTMENT TRUSTS
SERIES 68
TRUST AGREEMENT
This Trust Agreement dated as of April 16, 1998 between Xxxxxx &
Associates, Inc., as Depositor, and The Bank of New York, as Trustee,
sets forth certain provisions in full and incorporates other provisions
by reference to the document entitled "Standard Terms and Conditions of
Trust For Equity Trusts Sponsored by Xxxxxx & Associates, Inc.,
Effective January 7, 1997" (herein called the "Standard Terms and
Conditions of Trust"), and such provisions as are set forth in full and
such provisions as are incorporated by reference constitute a single
instrument.
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements herein
contained, the Depositor and the Trustee agree as follows:
PART I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the provisions
contained in the Standard Terms and Conditions of Trust are herein
incorporated by reference in their entirety and shall be deemed to be a
part of this instrument as fully and to the same extent as though said
provisions had been set forth in this instrument.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
(1) The equity securities listed in the Schedule hereto have been
deposited in trust under this Trust Agreement as indicated in each
Trust named on the attached Schedule.
(2) For the purposes of the definition of the term "Unit" in
Article I, it is hereby specified that the fractional undivided
interest in and ownership of a Trust is the amount set forth in the
section captioned "Essential Information" in the final Prospectus of
the Trust (the "Prospectus") contained in Amendment No. 1 to the
Trust's Registration Statement (Registration No. 333-49997) as filed
with the Securities and Exchange Commission on April 16, 1998. The
fractional undivided interest may (a) increase by the number of any
additional Units issued pursuant to Section 2.03, (b) increase or
decrease in connection with an adjustment to the number of Units
pursuant to Section 2.03, or (c) decrease by the number of Units
redeemed pursuant to Section 5.02.
(3) The terms "Income Account Record Date" and "Capital Account
Record Date" shall mean the dates set forth under "Essential
Information-Record and Computation Dates" in the Prospectus.
(4) The terms "Income Account Distribution Date" and "Capital
Account Distribution Date" shall mean the dates set forth under
"Essential Information-Distribution Dates" in the Prospectus.
(5) The term "Initial Date of Deposit" shall mean the date of
this Trust Agreement as set forth above.
(6) The number of Units of a Trust referred to in Section 2.03 is
as set forth under "Essential Information-Number of Units" in the
Prospectus.
(7) For the purposes of Section 6.01(g), the liquidation amount
is the amount set forth under "Essential Information-Minimum Value
of Trust under which Trust Agreement may be Terminated" in the
Prospectus.
-2-
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed.
XXXXXX & ASSOCIATES, INC.,
Depositor
By /s/ XXXXX X. XXXXXXXXX
___________________________
President
THE BANK OF NEW YORK,
Trustee
By /s/ XXXXXXX XXXXXXXX
___________________________
Vice President
SCHEDULE A
SECURITIES INITIALLY DEPOSITED
XXXXXX UNIT INVESTMENT TRUSTS
SERIES 68
(Note: Incorporated herein and made a part hereof is the
"Portfolio" as set forth in the Prospectus.)
