SANFILIPPO JOHN B & SON INC, SC 13D/A, 1997-09-23

SANFILIPPO JOHN B & SON INC
SC 13D/A, 1997-09-23
SUGAR & CONFECTIONERY PRODUCTS

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<PAGE> 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)

JOHN B. SANFILIPPO & SON, INC.
________________________________________________________________________________
(NAME OF ISSUER)

COMMON STOCK, PAR VALUE $.01
________________________________________________________________________________
(TITLE OF CLASS OF SECURITIES)

800422 10 7
_______________
(CUSIP NUMBER)

TIMOTHY R. DONOVAN
JENNER & BLOCK
ONE IBM PLAZA
CHICAGO, IL 60611
(312) 222-9350
_______________________________________________________________________________
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)

N/A
______________________________________________________
(DATE OF EVENT WHICH REQUIRE FILING OF THIS STATEMENT)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-(b)(3) or (4), check the following box [ ]

<PAGE> 2

SCHEDULE 13D

- -------------------------------------------------------------------------------
CUSIP No. 800422 10 7 Page 2 of 8 Pages
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Marian Sanfilippo
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY

- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

PF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]

- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States

===============================================================================
7 SOLE VOTING POWER
NUMBER OF
922,872 (includes (i) 24,500 shares of Class A
SHARES Common Stock held directly by Ms. Sanfilippo,
(ii) 890,220 shares of Class A Common Stock
BENEFICIALLY held by Ms. Sanfilippo as trustee of certain
trusts, and (iii) 8,152 shares of Common
OWNED BY Stock held directly by Ms. Sanfilippo.)

EACH
---------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER 0
---------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
922,872
WITH ---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
===============================================================================

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
922,872
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------

*SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE> 3
ITEM 1. SECURITY AND ISSUER.

This Amendment No. 3 relates to the Common Stock, par value
$.01 per share (the "Common Stock"), of John B. Sanfilippo & Son, Inc., a
Delaware corporation ("JBSS"), whose principal executive offices are located at
2299 Busse Road, Elk Grove Village, Illinois 60007.

ITEM 2. IDENTITY AND BACKGROUND.

This Amendment No. 3 is being filed by Marian Sanfilippo ("Ms.
Sanfilippo"). Ms. Sanfilippo is filing this Statement because, as more fully
discussed below, she may be deemed to own more than five percent of the
outstanding Common Stock of JBSS.

Ms. Sanfilippo's principal occupation is that of housewife and
mother. She is a citizen of the United States, and her address where her
principal occupation is carried on is P.O. Box 367, Barrington, Illinois 60010.

During the last five years, Ms. Sanfilippo has neither: (i)
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) nor (ii) been a party to a civil proceeding or
administrative proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation of such
laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The 922,872 shares of Common Stock held by Ms. Sanfilippo
include (A) 24,500 shares of Class A Common Stock held directly by Ms.
Sanfilippo transferred to her by her husband Mr. Sanfilippo for no
consideration, (B) 890,220 shares of Class A Common Stock held by Ms.
Sanfilippo as trustee of certain trusts, the beneficiaries of which are her
children (Ms. Sanfilippo is the trustee not a beneficiary of any of the
trusts), and (c) 8,152 shares of Common Stock.

ITEM 4. PURPOSE OF THE TRANSACTION.

On December 10, 1991 JBSS filed a Restated Certificate of
Incorporation ("Restated Certificate"). Pursuant to the Restated Certificate,
JBSS was recapitalized so that each previously outstanding share of JBSS's
Class A Common Stock and Class B Common Stock was split on a 407.61 for 1 basis
and converted into either Common Stock or Class A Stock as follows: A) each
share of Class A Common and Class B Common Stock held by stockholders listed on
pages 2 and 3 of the Restated Certificate was automatically converted into one
share of Class A Stock; and B) each share of Class B Common Stock owned by
stockholders other than the stockholders listed on pages 2 and 3 of the
Restated Certificate was automatically converted into one share of the Common
Stock. Each record holder of Class A Stock is entitled at any time to convert
any or all of the shares of such holder's Class A Stock into an equal number of
shares of Common Stock.

Pursuant to the Restated Certificate dated December 10, 1991
and the recapitalization provided for therein, Ms. Sanfilippo acquired 8,152
shares of Common Stock and 965,220 shares of Class A Common Stock, including
965,000 shares of Class A Stock held by Ms. Sanfilippo as trustee of certain
trusts, the beneficiaries of which are her children.

On May 4, 1993, 75,000 shares of Common Stock of JBSS were
sold by Ms. Sanfilippo (as a trustee of and on behalf of certain trusts) in an
initial public offering of shares. The 75,000 shares of Common Stock were
acquired by Ms. Sanfilippo (as trustee) immediately prior to their sale when
she elected (as trustee) to convert 75,000 shares of Class A Common Stock to an
equal number of shares of Common Stock pursuant to Part 4(a) of Subdivision II
of JBSS's Restated Certificate of Incorporation. After the sale of such stock,
Ms. Sanfilippo received 24,500 shares of Class A Common Stock from her husband
Mr. Sanfilippo which she now holds directly. Ms. Sanfilippo is deemed to be
the beneficial owner of 922,872 shares of Common Stock.

The shares of Common Stock and Class A Stock acquired by Ms.
Sanfilippo, were acquired for investment purposes and not with any view to the
resale or distribution thereof.

Except as described in this statement, the trust agreement and
as may result from or in connection with the Restated Certificate, Ms.
Sanfilippo has no plans or proposals which relate to or would result in:

Page 3 of 8
<PAGE> 4

(a) The acquisition by any person of additional securities of JBSS, or the
disposition of securities of JBSS;

(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving JBSS or any of its
subsidiaries;

(d) Any change in the present board of directors or management of JBSS,
including any plans or proposals to change the number of terms of
directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy
of JBSS;

(f) Any other material change in JBSS's business or corporate structure;

(g) Changes in JBSS's charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of JBSS
by any person;

(h) Causing a class of securities of JBSS to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;

(i) A class of equity securities of JBSS becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or

(j) Any action similar to any of those enumerated above.

The possible activities of Ms. Sanfilippo are subject to
change at any time, and there can be no assurance that Ms. Sanfilippo will
actually convert her Class A Common Stock of JBSS to Common Stock of JBSS
pursuant to the Restated Certificate or otherwise take or refrain from taking
any other actions. Ms. Sanfilippo reserves the right to, among other things,
purchase or dispose of shares of Class A Stock or Common Stock and/or other
securities of JBSS.

The summaries contained herein of the Restated Certificate and
the Trust Agreement are qualified in their entirety by the provisions of such
documents.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) As a result of the filing of the Restated
Certificate, the recapitalization, and the other related transactions Ms.
Sanfilippo is the beneficial owner (as the term is defined in Rule 13d-3 under
the Securities Act of 1934) of an aggregate of 992,872 shares of JBSS Common
Stock. Ms. Sanfilippo's ownership represents 17.3% of the outstanding shares
of Class A Common Stock and 21.6% of the voting stock (other than the election
of directors).

(b) Ms. Sanfilippo has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 8,152 shares of
Common Stock and 24,500 shares of Class A Stock owned directly by Ms.
Sanfilippo and the 965,220 shares of Class A Stock, or, if converted, Common
Stock over which she is deemed to possess beneficial ownership.

(c) On April 26, 1993 Ms. Sanfilippo as Trustee for the
benefit of Lisa Ann Evon, formerly known as Lisa Ann Sanfilippo, transferred
Class A Common Stock from a Trust for the benefit of Lisa Ann Evon, under the
Jasper Sanfilippo Children's Trust Agreement dated March 6, 1990 to the Lisa
Sanfilippo Irrevocable Trust dated January 21, 1993. The Lisa Sanfilippo
Irrevocable Trust has 178,044 Class A Common shares. On October 8, 1996, Ms.
Sanfilippo as trustee for the benefit of Jasper B. Sanfilippo, Jr.; James J.
Sanfilippo; John E. Sanfilippo; and Jeffrey T. Sanfilippo under the Jasper
Sanfilippo Children's Trust Agreement dated March 6, 1990 merged the preceding
four trusts and all of their assets including 178,044 Class A Common shares in
each trust into the Jasper B. Sanfilippo, Jr. Irrevocable Trust; the James J.
Sanfilippo Irrevocable Trust; the John E. Sanfilippo Irrevocable Trust; and the
Jeffrey T. Sanfilippo Irrevocable Trust each dated October 8, 1996 (the "Trust
Agreements"). No transactions involving Class A Common Stock or Common Stock
of JBSS were effected by Ms. Sanfilippo during the past sixty days.

Page 4 of 8
<PAGE> 5
(d) Pursuant to the Trust Agreement referred to in this
Item 5, of which Ms. Sanfilippo is trustee, the beneficiaries of the respective
trusts may receive dividends from, or the proceeds from the sale of that
portion of the securities referenced herein which is the property of the
respective trusts.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.

Pursuant to the Restated Certificate, among other things:

(i) So long as there is Class A Common Stock outstanding,
holders of Common Stock and Class A Common Stock will vote together as one
class with respect to all matters to be voted on by JBSS's stockholders, except
(a) as required by law; (b) in connection with the election of any directors or
class of directors elected by any series or class of preferred stock; (c) the
holders of Common Stock and any class or series of preferred stock granted the
right to so vote, voting together as a separate class and excluding the holders
of Class A Common Stock, are entitled to elect a number of directors equal to
one-fourth (1/4) of the total number of directors constituting the entire Board
of Directors while the holder of Class A Common Stock are entitled to elect the
rest of the directors;

(ii) Each record holder of Class A Common Stock is
entitled at any time to convert any or all of the shares of such Class A Common
Stock into an equal number of shares of Common Stock;

(iii) Upon the sale, assignment, pledge or other transfer
of any shares or any interest in shares of Class A Common Stock, other than a
"Permitted Transfer" as described in Part 4(b) of Subdivision 11 of the
Restated Certificate, all such transferred shares of Class A Common Stock will
be automatically converted into an equal number of shares of Common Stock;

(iv) All outstanding shares of Class A Common Stock will
be automatically converted into an equal number of shares of Common Stock upon
the date on which the number of outstanding shares of Class A Common Stock
constitutes less than 12.5% of the total number of outstanding shares of Common
Equity.

Ms. Sanfilippo is the trustee of five trusts. As the trustee
under these trusts Ms. Sanfilippo has the authority to vote, or to direct the
vote, and to dispose, or to direct the disposition of the 890,220 shares of
Class A Common Stock held in aggregate by the trusts. The following table more
specifically describes each trust by identifying the name of the trust, the
grantor and the beneficiary of the trust (which, with respect to a particular
trust, are the same person), and the number of shares of Class A Common Stock
held by each trust. Ms. Sanfilippo is the mother of the beneficiary under each
trust.

Trust Grantor and Beneficiary Number of Shares
============================================================================================
<S> <C> <C>
James J. Sanfilippo Irrevocable
Trust, dated October 8, 1996 James J. Sanfilippo 178,044

Jasper B. Sanfilippo Irrevocable
Trust, dated October 8, 1996 Jasper B. Sanfilippo 178,044

Lisa Sanfilippo Irrevocable Lisa Ann Evon
Trust, dated January 21, 1993 (formerly Lisa Ann Sanfilippo) 178,044

Jeffrey T. Sanfilippo Irrevocable
Trust, dated October 8, 1996 Jeffrey T. Sanfilippo 178,044

John E. Sanfilippo Irrevocable
Trust, dated October 8, 1996 John E. Sanfilippo 178,044

</TABLE>

The beneficiary under each trust is paid the income of the trust, including
that derived from shares of Class A Common Stock, and so much of the principal
of the trust, including shares of Class A Common Stock, as Ms. Sanfilippo, as
trustee, determines to be required or advisable based on certain criteria. The
beneficiary under each trust has the right

Page 5 of 8
<PAGE> 6
to receive the shares of JBSS held in trust under certain circumstances as
provided in the respective trust agreements. Currently, the percentage of
the shares of JBSS held in trust for the respective beneficiaries does not
exceed five percent of the total number of outstanding shares of Common Stock.

Jasper B. Sanfilippo Jr., Lisa Ann Evon and Jeffrey T.
Sanfilippo each have pledged 178,044 shares of JBSS Class A Common Stock, as
beneficiaries under their trust agreements, to the Northern Trust Company to
secure for each a separate $400,000 secured revolving line of credit. The
Northern Trust Company is entitled, upon default by a beneficiary under the
credit agreements to sell the shares of Class A Common Stock pledged to it by
the defaulting beneficiary in order to satisfy the defaulting beneficiary's
loan obligations.

In addition, James Sanfilippo and John Sanfilippo each pledged
178,044 shares of JBSS Class A Common Stock as beneficiaries under their trust
agreements to First Star Bank Illinois to secure personal and business loans
totaling in the aggregate $2,500,000. First Star Bank Illinois is entitled,
upon a default by John Sanfilippo or James Sanfilippo under the loan agreements
to sell the pledged shares of Class A Common Stock.

The foregoing brief summary of the Restated Certificate and
the Trust Agreements do not purport to be complete and it is qualified in its
entirety by the terms and conditions set forth in the Restated Certificate and
the Trust Agreements.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

(i) Trust Agreement between Jasper B. Sanfilippo, as grantor and
beneficiary, and Mr. Sanfilippo as trustee, dated October 6, 1996.

(ii) Trust Agreement between Jeffrey T. Sanfilippo, as grantor and
beneficiary, and Mr. Sanfilippo as trustee, dated October 6, 1996.

(iii) Trust Agreement between John E. Sanfilippo, as grantor and
beneficiary, and Mr. Sanfilippo as trustee, dated October 6, 1996.

(iv) Trust Agreement between James J. Sanfilippo, as grantor and
beneficiary, and Mr. Sanfilippo as trustee, dated October 6, 1996.

Page 6 of 8
<PAGE> 7
SIGNATURE

After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.

Dated: September 23, 1997

/s/ Marian Sanfilippo
----------------------------------------------
Marian Sanfilippo

Page 7 of 8
<PAGE> 8
EXHIBIT INDEX
-------------

Exhibit
Number Document
- ------ --------

1. Trust Agreement between Jasper B. Sanfilippo, as grantor and
beneficiary, and Mr. Sanfilippo as trustee, dated October 6, 1996.

2. Trust Agreement between Jeffrey T. Sanfilippo, as grantor and
beneficiary, and Mr. Sanfilippo as trustee, dated October 6, 1996.

3. Trust Agreement between John E. Sanfilippo, as grantor and
beneficiary, and Mr. Sanfilippo as trustee, dated October 6, 1996.

4. Trust Agreement between James J. Sanfilippo, as grantor and
beneficiary, and Mr. Sanfilippo as trustee, dated October 6, 1996.

Page 8 of 8

<PAGE> 1

Exhibit 1

JASPER B. SANFILIPPO

IRREVOCABLE TRUST AGREEMENT

This agreement is made on Oct. 18, 1996, between me, JASPER SANFILIPPO,
as grantor, and my wife, MARIAN SANFILIPPO ("my wife"), as trustee. I am
transferring to the trustee $10.00 and other property. The trustee shall
hold such property for the benefit of my son, JASPER B. SANFILIPPO
("JASPER"), as hereinafter provided. This trust shall be known as the
"Jasper B. Sanfilippo Irrevocable Trust, dated Oct. 18, 1996."

FIRST: A. The trustee shall pay to JASPER, commencing with the
creation of the trust and continuing until the termination of the trust,
all of the income of the trust and so much or all of the principal
thereof as the trustee determines to be required or advisable from time
to time for JASPER'S reasonable support and medical care, considering
his other resources known to the trustee.

B. Upon JASPER'S death, the trust shall terminate and the trustee
shall distribute any accrued or undistributed income of the trust to
JASPER'S estate and the principal of the trust to such person or
persons, other than JASPER'S estate, his creditors and the creditors
of his estate, as JASPER may appoint by will which specifically
exercises this limited power of appointment. The trustee may assume
that JASPER left no will if at the expiration of three (3) months
after JASPER'S death the trustee has no knowledge of the existence of
his will. Principal of the trust not validly appointed by JASPER shall
be distributed to his descendants per stirpes who are living upon the

<PAGE> 2

termination of the trust and if none, to my descendants per stirpes who
are then living.

SECOND: The following provisions shall apply to each trust created
by this agreement:

A. If under any prior provision of this agreement a share of any
trust is distributable, except by the exercise of a power of appointment,
to a beneficiary who has not then attained age 21, the beneficiary's
share shall immediately vest in the beneficiary but in the trustee's
discretion the trustee shall either (1) create a custodianship for the
beneficiary under a Uniform Transfers to Minors Act and distribute the
share to that custodian; (2) distribute the share to a then acting
custodian for the beneficiary under a Uniform Transfers to Minors Act; or
(3) retain the share in a separate trust as follows: the trustee shall
pay to the beneficiary so much or all of the income and principal of the
trust as the trustee determines to be required or advisable from time to
time for the beneficiary's reasonable support, education and medical
care, considering the beneficiary's other resources known to the trustee.
Income not paid to the beneficiary shall be added to trust principal.
When the beneficiary attains age 21, the trust shall terminate and the
trustee shall distribute to the beneficiary the principal and any accrued
or undistributed income of the trust. If the beneficiary dies before
attaining age 21, the trust thereupon shall terminate and the trustee
shall distribute

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<PAGE> 3

the principal and any accrued or undistributed income of the trust to
the beneficiary's estate.

B. Mandatory income payments shall be made in quarterly installments,
or more often if the trustee sees fit.

C. Each trust created under this agreement or pursuant to any power
of appointment granted hereunder shall terminate not later than the day
immediately preceding the date 21 years after the death of the last to
die of me, my wife and my descendants who are living on March 6, 1990,
and the trustee shall upon that day, regardless of any other provision
of this agreement, distribute the principal and any accrued or
undistributed income of each trust then held hereunder to the income
beneficiary thereof.

THIRD: In addition to the powers from time to time conferred on the
trustee by the Illinois Trusts and Trustees Act, the trustee shall have the
following powers exercisable in the trustee's discretion:

A. To charge or not to charge against income an allowance for
depreciation;

B. To borrow money from any source, including but not limited
to, the banking department of a successor corporate trustee;

C. If at any time the principal of a trust required to be held
under the terms of this agreement is less than $50,000 in value, to
distribute the principal and any accrued or undistributed income of
the

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<PAGE> 4

trust to its income beneficiary, and that trust shall thereupon
terminate, notwithstanding any provisions in this agreement to the
contrary;

D. When there is a trust under this agreement and a trust under
another document, each having the same beneficiary or beneficiaries and
terms which are substantially identical as to the distribution of
income and principal, to transfer all of the assets of such trust under
this agreement to the trustee or trustees of the substantially
identical trust, and thereupon such trust under this agreement shall
terminate;

E. To retain as an investment of the trusts securities of any one
or more closely-held businesses which may become an asset of the trusts,
and/or of any successor to or subsidiary or affiliate of each such
business. Each such business and all successors, subsidiaries and
affiliates thereof, if any, are hereinafter singly and collectively
referred to as the "Company." "Securities" shall include common and
preferred stocks, bonds, debentures, voting trust certificates,
interests in limited liability companies, and any other evidence of a
proprietary or partnership interest in and/or an obligation of the
Company. The trustee shall have with reference to such securities the
following powers, in addition to those elsewhere herein granted:

1. To participate in the management of the Company as an
officer or director or otherwise, with appropriate compensation;

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<PAGE> 5

2. To extend credit to the Company from the banking department
of a corporate successor trustee; and

3. To increase the investment of the trusts in the Company by
any means, including but not limited to, one or more of the
following: making secured or unsecured loans to the Company,
purchasing or subscribing to securities of the Company, or pledging
assets for debts of the Company. The trustee shall exercise ordinary
business judgment in determining how long such securities shall be
retained, it being the settlor's intention that the trustee retain
such securities as long as in the trustee's judgment it is in the best
interest of the beneficiaries, and the trustee shall not be liable for
any loss resulting from such retention. The settlor realizes that he is
exposing the trusts to risks inherent in all business operations but he
believes those risks justifiable by the possibility of preserving the
capital and income values of such securities. To the extent that the
trustee renders services to the Company, the trustee may charge the
Company for those services. Nothing in this agreement shall be construed
to prevent any individual trustee from being employed or retained by the
Company at a salary or fee commensurate with the value of his or her
service, nor to prevent him or her from purchasing such securities from
the trusts or from any other source;

F. To make secured or unsecured loans to the income beneficiary of
any trust hereunder, and to pledge trust assets, guarantee

-5-
<PAGE> 6

or otherwise encumber trust assets for any debts, loans, obligations
or liabilities of the income beneficiary of any trust hereunder, all
as the trustee considers proper and at the sole discretion of the
trustee. Notwithstanding the foregoing, a trustee who is the
beneficiary of any trust hereunder shall not have any powers under
this paragraph relating to the trust or trusts of which the trustee
is the beneficiary. The trustee shall not be liable to any
beneficiary of any trust hereunder or any other person or entity for
deciding in the trustee's discretion to exercise or not to exercise
the powers under this paragraph and the trustee shall not be
personally liable under any such pledge, guarantee or other
encumbrance; and

G. To do all other acts to accomplish the proper management,
investment and distribution of the trusts.

FOURTH: No interest under this trust shall be assignable by any
beneficiary. Cash or other property distributable hereunder shall not be
subject to claims of any creditor of any beneficiary, nor to claims for
alimony or maintenance. Nothing herein contained shall prevent the exercise of
any power of appointment under this agreement or prevent distribution of money
or property to the estate of a deceased beneficiary when required by this
agreement.

FIFTH: The following provisions shall apply to each trust created by
this agreement:
A. If for any reason my wife does not act or continue to act
as trustee, JASPER is appointed successor trustee. If for any reason

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<PAGE> 7

neither or the foregoing individuals acts or continues to act as
trustee, my other child or children who are then living and
competent are appointed successor co-trustees or sole trustee, as
the case may be. If for any reason one of my remaining children
does not act or continue to act as a successor co-trustee, that
vacancy shall not be filled, except that if none of the foregoing
act or continue to act as trustee, THE NORTHERN TRUST COMPANY, of
Chicago, Illinois, is appointed successor trustee. If for any
reason none of the foregoing nor any successor trustee appointed
as hereinafter provided acts or continues to act as trustee, a
successor trustee shall be appointed as provided in the Illinois
Trusts and Trustees Act and shall be any "qualified corporate
trustee". A "qualified corporate trustee" shall be any corporation
situated in the United States and authorized under the laws of the
United States or of any state thereof to administer trusts and
with capital, surplus and undivided profits of at least fifty
million dollars.

B. While more than one trustee is acting:

1. The term "trustee" as used in this agreement shall
be read as "trustees" and, where appropriate, the singular
shall be read as the plural, and corresponding changes shall
be read in references to gender.

2. Any trustee may from time to time, by signed
revocable instrument, delegate to the other trustee or
trustees the

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<PAGE> 8

exercise of all or less than all of the powers herein conferred
upon the successor co-trustees jointly.

C. For purposes of this agreement, an individual shall be
determined to be incompetent (l) if the individual is under age
18, or (2) if the individual is age 18 or older, upon the
unanimous determination by his or her attending physician and such
of my children who are then living and competent that the
individual is incapable of properly managing his or her financial
affairs (except that the individual whose competency is in
question shall not participate in that determination).

D. If an individual is acting as a trustee hereunder and a
determination is made that he or she is incompetent, that
determination shall be deemed to constitute his or her
resignation as trustee.

E. The income beneficiary of any trust created under this
agreement may at any time approve the trustee's accounts with
respect to that trust, with the same effect as if a court having
jurisdiction over the trust approved the accounts.

F. The income beneficiary of each trust created hereunder
shall have the right from time to time, while living and
competent, to remove the then acting corporate trustee of such
trust and to appoint any qualified corporate trustee as successor
corporate trustee. If the income beneficiary desires to exercise
his or her rights under this paragraph, the income beneficiary
shall deliver to the trustee whom he or she intends to remove and
to the trustee whom he or she intends to appoint, an

-8-
<PAGE> 9

instrument signed by the income beneficiary reciting such removal
and appointment. Such removal and appointment shall take effect
30 days after the removed trustee receives that instrument.

G. In the case of any incompetent income beneficiary, a
living and competent parent or child, or guardian or conservator
if the income beneficiary has no living and competent parent or
child, may receive notices, approve accounts, appoint successor
trustees and remove corporate trustees as provided in this article
on behalf of the incompetent income beneficiary.

H. Notwithstanding any contrary provision herein, no
individual trustee shall participate as trustee in making any
decisions relating to a discretionary distribution of income or
principal of the trust property to any beneficiary to the extent
that such distribution would be in discharge of such trustee's
legal obligation (in his or her individual capacity) to support
such beneficiary. If an individual trustee is precluded from
participating in a particular decision by the foregoing provisions
of this paragraph, then the decision shall be made by the other
trustee who is not so precluded, if any. If the sole trustee or
all of the co-trustees are precluded from participating in a
particular decision, then the trustee or trustees with respect to
any such trust may appoint by an instrument filed with the trust
records any person (other than the settlor) or qualified corporate
trustee to act as a "special trustee" of such trust whose sole
power shall be to make those decisions relating to

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<PAGE> 10

discretionary distributions of income and principal of any trust
hereunder which the trustee is precluded from making. If for any
reason the trustee who appoints a "special trustee" pursuant to
this paragraph ceases to act as a trustee, the term of office of
the "special trustee" shall terminate. A "special trustee" may act
in such capacity more than once.

SIXTH: This agreement is irrevocable and may not be amended.

SEVENTH: This agreement shall be governed by and interpreted in
accordance with the laws of Illinois.

IN WITNESS WHEREOF, I and the trustee have signed this agreement on
the date first written above.

/s/ JASPER SANFILIPPO
-------------------------------------
JASPER SANFILIPPO, as Grantor

/s/ MARIAN R. SANFILIPPO
-------------------------------------
MARIAN R. SANFILIPPO, as Trustee

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<PAGE> 1

Exhibit 2

JEFFREY T. SANFILIPPO

IRREVOCABLE TRUST AGREEMENT

This agreement is made on Oct. 18, 1996, between me, JASPER SANFILIPPO,
as grantor, and my wife, MARIAN SANFILIPPO ("my wife"), as trustee. I am
transferring to the trustee $10.00 and other property. The trustee shall
hold such property for the benefit of my son, JEFFREY T. SANFILIPPO
("JEFFREY"), as hereinafter provided. This trust shall be known as the
"Jeffrey T. Sanfilippo Irrevocable Trust, dated Oct. 18, 1996."

FIRST: A. The trustee shall pay to JEFFREY, commencing with the
creation of the trust and continuing until the termination of the trust,
all of the income of the trust and so much or all of the principal
thereof as the trustee determines to be required or advisable from time
to time for JEFFREY'S reasonable support and medical care, considering
his other resources known to the trustee.

B. Upon JEFFREY'S death, the trust shall terminate and the trustee
shall distribute any accrued or undistributed income of the trust to
JEFFREY'S estate and the principal of the trust to such person or
persons, other than JEFFREY'S estate, his creditors and the creditors
of his estate, as JEFFREY may appoint by will which specifically
exercises this limited power of appointment. The trustee may assume
that JEFFREY left no will if at the expiration of three (3) months
after JEFFREY'S death the trustee has no knowledge of the existence of
his will. Principal of the trust not validly appointed by JEFFREY shall
be distributed to his descendants per stirpes who are living upon the

<PAGE> 2

termination of the trust and if none, to my descendants per stirpes who
are then living.

SECOND: The following provisions shall apply to each trust created
by this agreement:

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<PAGE> 3

the principal and any accrued or undistributed income of the trust to
the beneficiary's estate.

B. Mandatory income payments shall be made in quarterly installments,
or more often if the trustee sees fit.

A. To charge or not to charge against income an allowance for
depreciation;

B. To borrow money from any source, including but not limited
to, the banking department of a successor corporate trustee;

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<PAGE> 4

trust to its income beneficiary, and that trust shall thereupon
terminate, notwithstanding any provisions in this agreement to the
contrary;

1. To participate in the management of the Company as an
officer or director or otherwise, with appropriate compensation;

-4-

<PAGE> 5

2. To extend credit to the Company from the banking department
of a corporate successor trustee; and

F. To make secured or unsecured loans to the income beneficiary of
any trust hereunder, and to pledge trust assets, guarantee

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<PAGE> 6

G. To do all other acts to accomplish the proper management,
investment and distribution of the trusts.

FIFTH: The following provisions shall apply to each trust created by
this agreement:
A. If for any reason my wife does not act or continue to act
as trustee, JEFFREY is appointed successor trustee. If for any reason

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<PAGE> 7

B. While more than one trustee is acting:

2. Any trustee may from time to time, by signed
revocable instrument, delegate to the other trustee or
trustees the

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<PAGE> 8

exercise of all or less than all of the powers herein conferred
upon the successor co-trustees jointly.

D. If an individual is acting as a trustee hereunder and a
determination is made that he or she is incompetent, that
determination shall be deemed to constitute his or her
resignation as trustee.

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<PAGE> 9

instrument signed by the income beneficiary reciting such removal
and appointment. Such removal and appointment shall take effect
30 days after the removed trustee receives that instrument.

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<PAGE> 10

SIXTH: This agreement is irrevocable and may not be amended.

SEVENTH: This agreement shall be governed by and interpreted in
accordance with the laws of Illinois.

IN WITNESS WHEREOF, I and the trustee have signed this agreement on
the date first written above.

/s/ JASPER SANFILIPPO
-------------------------------------
JASPER SANFILIPPO, as Grantor

/s/ MARIAN R. SANFILIPPO
-------------------------------------
MARIAN R. SANFILIPPO, as Trustee

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<PAGE> 1

EXHIBIT 3

JOHN E. SANFILIPPO

IRREVOCABLE TRUST AGREEMENT

This agreement is made on October 8, 1996, between me, JASPER
SANFILIPPO, as grantor, and my wife, MARIAN SANFILIPPO ("my wife"), as trustee.
I am transferring to the trustee $10.00 and other property. The trustee shall
hold such property for the benefit of my son, JOHN E. SANFILIPPO ("JOHN"), as
hereinafter provided. This trust shall be known as the "John E. Sanfilippo
Irrevocable Trust, dated October 8, 1996."

FIRST: A. The trustee shall pay to JOHN, commencing with the
creation of the trust and continuing until the termination of
the trust, all of the income of the trust and so much or all of the
principal thereof as the trustee determines to be required or advisable
from time to time for JOHN'S reasonable support and medical care,
considering his other resources known to the trustee.

B. Upon JOHN'S death, the trust shall terminate and the trustee
shall distribute any accrued or undistributed income of the trust to
JOHN'S estate and the principal of the trust to such person or persons,
other than JOHN'S estate, his creditors and the creditors of his
estate, as JOHN may appoint by will which specifically exercises this
limited power of appointment. The trustee may assume that JOHN left no
will if at the expiration of three (3) months after JOHN'S death the
trustee has no knowledge of the existence of his will. Principal of the
trust not validly appointed by JOHN shall be distributed to his
descendants per

<PAGE> 2

stirpes who are living upon the termination of the trust
and if none, to my descendants per stirpes who are then
living.

SECOND: The following provisions shall apply to each trust
created by this agreement:

A. If under any prior provision of this agreement a
share of any trust is distributable, except by the exercise of
a power of appointment, to a beneficiary who has not then
attained age 21, the beneficiary's share shall immediately
vest in the beneficiary but in the trustee's discretion the
trustee shall either (1) create a custodianship for the
beneficiary under a Uniform Transfers to Minors Act and
distribute the share to that custodian; (2) distribute the
share to a then acting custodian for the beneficiary under a
Uniform Transfers to Minors Act; or (3) retain the share in a
separate trust as follows: the trustee shall pay to the
beneficiary so much or all of the income and principal of the
trust as the trustee determines to be required or advisable
from time to time for the beneficiary's reasonable support,
education and medical care, considering the beneficiary's
other resources known to the trustee. Income not paid to the
beneficiary shall be added to trust principal. When the
beneficiary attains age 21, the trust shall terminate and the
trustee shall distribute to the beneficiary the principal and
any accrued or undistributed income of the trust. If the
beneficiary dies before attaining age 21, the trust thereupon
shall terminate and the trustee shall distribute

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<PAGE> 3

the principal and any accrued or undistributed income
of the trust to the beneficiary's estate.

B. Mandatory income payments shall be made in quarterly
installments, or more often if the trustee sees fit.

C. Each trust created under this agreement or pursuant
to any power of appointment granted hereunder shall terminate
not later than the day immediately preceding the date 21 years
after the death of the last to die of me, my wife and my
descendants who are living on March 16, 1990, and the trustee
shall upon that day, regardless of any other provision of this
agreement, distribute the principal and any accrued or
undistributed income of each trust then held hereunder to the
income beneficiary thereof.

THIRD: In addition to the powers from time to time conferred on
the trustee by the Illinois Trusts and Trustees Act, the trustee shall
have the following powers exercisable in the trustee's discretion:

A. To charge or not to charge against income an
allowance for depreciation;

B. To borrow money from any source, including but not
limited to, the banking department of a successor corporate
trustee;

C. If at any time the principal of a trust required to
be held under the terms of this agreement is less than $50,000
in value, to distribute the principal and any accrued or
undistributed income of the

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<PAGE> 4

trust to its income beneficiary, and that trust shall
thereupon terminate, notwithstanding any provisions in this
agreement to the contrary;

D. When there is a trust under this agreement and a
trust under another document, each having the same
beneficiary or beneficiaries and terms which are
substantially identical as to the distribution of income and
principal, to transfer all of the assets of such trust under
this agreement to the trustee or trustees of the
substantially identical trust, and thereupon such trust
under this agreement shall terminate;

E. To retain as an investment of the trusts securities
of any one or more closely-held businesses which may become
an asset of the trusts, and/or of any successor to or
subsidiary or affiliate of each such business. Each such
business and all successors, subsidiaries and affiliates
thereof, if any, are hereinafter singly and collectively
referred to as the "Company." "Securities" shall include
common and preferred stocks, bonds, debentures, voting trust
certificates, interests in limited liability companies, and
any other evidence of a proprietary or partnership interest
in and/or an obligation of the Company. The trustee shall
have with reference to such securities the following powers,
in addition to those elsewhere herein granted:

1. To participate in the management of the Company
as an officer or director or otherwise, with
appropriate compensation;

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<PAGE> 5

2. To extend credit to the Company from the banking
department of a corporate successor trustee; and

3. To increase the investment of the trusts in the
Company by any means, including but not limited to, one or
more of the following: making secured or unsecured loans to
the Company, purchasing or subscribing to securities of the
Company, or pledging assets for debts of the Company.
The trustee shall exercise ordinary business judgment in
determining how long such securities shall be retained, it being the
settlor's intention that the trustee retain such securities as long as
in the trustee's judgment it is in the best interest of the
beneficiaries, and the trustee shall not be liable for any loss
resulting from such retention. The settlor realizes that he is exposing
the trusts to risks inherent in all business operations but he believes
those risks justifiable by the possibility of preserving the capital and
income values of such securities. To the extent that the trustee renders
services to the Company, the trustee may charge the Company for those
services. Nothing in this agreement shall be construed to prevent any
individual trustee from being employed or retained by the Company at a
salary or fee commensurate with the value of his or her service, nor to
prevent him or her from purchasing such securities from the trusts or
from any other source; 4.
F. To make secured or unsecured loans to the income
beneficiary of any trust hereunder, and to pledge trust assets,
guarantee

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<PAGE> 6

or otherwise encumber trust assets for any debts, loans,
obligations or liabilities of the income beneficiary of any
trust hereunder, all as the trustee considers proper and at the
sole discretion of the trustee. Notwithstanding the foregoing, a
trustee who is the beneficiary of any trust hereunder shall not
have any powers under this paragraph relating to the trust or
trusts of which the trustee is the beneficiary. The trustee
shall not be liable to any beneficiary of any trust hereunder or
any other person or entity for deciding in the trustee's
discretion to exercise or not to exercise the powers under this
paragraph and the trustee shall not be personally liable under
any such pledge, guarantee or other encumbrance; and

G. To do all other acts to accomplish the proper management,
investment and distribution of the trusts.

FOURTH: No interest under this trust shall be assignable by any
beneficiary. Cash or other property distributable hereunder shall not be
subject to claims of any creditor of any beneficiary, nor to claims for alimony
or maintenance. Nothing herein contained shall prevent the exercise of any
power of appointment under this agreement or prevent distribution of money or
property to the estate of a deceased beneficiary when required by this
agreement.
FIFTH: The following provisions shall apply to each trust created
by this agreement:

A. If for any reason my wife does not act or continue to
act as trustee, JOHN is appointed successor trustee. If for any
reason
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<PAGE> 7

neither of the foregoing individuals acts or continues to act
as trustee, my other child or children who are then living and
competent are appointed successor co-trustees or sole trustee, as
the case may be. If for any reason one of my remaining children
does not act or continue to act as a successor co-trustee, that
vacancy shall not be filled, except that if none of the foregoing
act or continue to act as trustee, THE NORTHERN TRUST COMPANY, of
Chicago, Illinois, is appointed successor trustee. If for any
reason none of the foregoing nor any successor trustee appointed
as hereinafter provided acts or continues to act as trustee, a
successor trustee shall be appointed as provided in the Illinois
Trusts and Trustees Act and shall be any "qualified corporate
trustee". A "qualified corporate trustee" shall be any corporation
situated in the United States and authorized under the laws of the
United States or of any state thereof to administer trusts and
with capital, surplus and undivided profits of at least fifty
million dollars.

B. While more than one trustee is acting:

2. Any trustee may from time to time, by signed
revocable instrument, delegate to the other trustee or
trustees the

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<PAGE> 8

exercise of all or less than all of the powers
herein conferred upon the successor co-trustees
jointly.

C. For purposes of this agreement, an individual shall
be determined to be incompetent (1) if the individual is
under age 18, or (2) if the individual is age 18 or older,
upon the unanimous determination by his or her attending
physician and such of my children who are then living and
competent that the individual is incapable of properly
managing his or her financial affairs (except that the
individual whose competency is in question shall not
participate in that determination).

D. If an individual is acting as a trustee hereunder
and a determination is made that he or she is
incompetent, that determination shall be deemed to
constitute his or her resignation as trustee.

E. The income beneficiary of any trust created under
this agreement may at any time approve the trustee's
accounts with respect to that trust, with the same effect
as if a court having jurisdiction over the trust approved
the accounts.

F. The income beneficiary of each trust created
hereunder shall have the right from time to time, while
living and competent, to remove the then acting corporate
trustee of such trust and to appoint any qualified
corporate trustee as successor corporate trustee. If the
income beneficiary desires to exercise his or her rights
under this paragraph, the income beneficiary shall deliver
to the trustee whom he or she intends to remove and to the
trustee whom he or she intends to appoint, an

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<PAGE> 9

instrument signed by the income beneficiary reciting
such removal and appointment. Such removal and appointment
shall take effect 30 days after the removed trustee receives
that instrument.

G. In the case of any incompetent income beneficiary, a
living and competent parent or child, or guardian or
conservator if the income beneficiary has no living and
competent parent or child, may receive notices, approve
accounts, appoint successor trustees and removal corporate
trustees as provided in this article on behalf of the
incompetent income beneficiary.

H. Notwithstanding any contrary provision herein, no
individual trustee shall participate as trustee in making any
decisions relating to a discretionary distribution of income
or principal of the trust property to any beneficiary to the
extent that such distribution would be in discharge of such
trustee's legal obligation (in his or her individual capacity)
to support such beneficiary. If an individual trustee is
precluded, from participating in a particular decision by the
foregoing provisions of this paragraph, then the decision
shall be made by the other trustee who is not so precluded, if
any. If the sole trustee or all of the co-trustees are
precluded from participating in a particular decision, then
the trustee or trustees with respect to any such trust may
appoint by an instrument filed with the trust records any
person (other than the settlor) or qualified corporate trustee
to act as a "special trustee" of such trust whose sole power
shall be to make those decisions relating to

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<PAGE> 10

discretionary distributions of income and principal of
any trust hereunder which the trustee is precluded from
making. If for any reason the trustee who appoints a "special
trustee" pursuant to this paragraph ceases to act as a
trustee, the term of office of the "special trustee" shall
terminate. A "special trustee" may act in such capacity more
than once.

SIXTH: This agreement is irrevocable and may not be amended.

SEVENTH: This agreement shall be governed by and interpreted in
accordance with the laws of Illinois.

IN WITNESS WHEREOF, I and the trustee have signed this
agreement on the date first written above.

/s/ Jasper Sanfilippo
-----------------------------
JASPER SANFILIPPO, as Grantor

/s/ Marian Sanfilippo
-----------------------------
MARIAN SANFILIPPO, as Trustee

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<PAGE> 1
Exhibit 4

JAMES J. SANFILIPPO

IRREVOCABLE TRUST AGREEMENT

This agreement is made on Oct. 8, 1996, between me, JASPER SANFILIPPO,
as grantor, and my wife, MARIAN SANFILIPPO ("my wife"), as trustee. I am
transferring to the trustee $10.00 and other property. The trustee shall hold
such property for the benefit of my son, JAMES J. SANFILIPPO ("JAMES"), as
hereinafter provided. This trust shall be known as the "James J. Sanfilippo
Irrevocable Trust, dated Oct. 8, 1996."

FIRST: A. The trustee shall pay to JAMES, commencing
with the creation of the trust and continuing until the
termination of the trust, all of the income of the trust and so much
or all of the principal thereof as the trustee determines to be
required or advisable from time to time for JAMES' reasonable support
and medical care, considering his other resources known to the
trustee.

B. Upon JAMES' death, the trust shall terminate and the trustee
shall distribute any accrued or undistributed income of the trust to
JAMES' estate and the principal of the trust to such person or
persons, other than JAMES' estate, his creditors and the creditors of
his estate, as JAMES may appoint by will which specifically exercises
this limited power of appointment. The trustee may assume that JAMES
left no will if at the expiration of three (3) months after JAMES'
death the trustee has no knowledge of the existence of his will.
Principal of the trust not validly appointed by JAMES shall be
distributed to his descendants per

<PAGE> 2

stirpes who are living upon the termination of the trust and if none,
to my descendants per stirpes who are then living.

SECOND: The following provisions shall apply to each trust created
by this agreement:

A. If under any prior provision of this agreement a share of any
trust is distributable, except by the exercise of a power of
appointment, to a beneficiary who has not then attained age 21, the
beneficiary's share shall immediately vest in the beneficiary but in
the trustee's discretion the trustee shall either (1) create a
custodianship for the beneficiary under a Uniform Transfers to Minors
Act and distribute the share to that custodian; (2) distribute the
share to a then acting custodian for the beneficiary under a Uniform
Transfers to Minors Act; or (3) retain the share in a separate trust
as follows: the trustee shall pay to the beneficiary so much or all of
the income and principal of the trust as the trustee determines to be
required or advisable from time to time for the beneficiary's
reasonable support, education and medical care, considering the
beneficiary's other resources known to the trustee. Income not paid to
the beneficiary shall be added to trust principal. When the
beneficiary attains age 21, the trust shall terminate and the trustee
shall distribute to the beneficiary the principal and any accrued or
undistributed income of the trust. If the beneficiary dies before
attaining age 21, the trust thereupon shall terminate and the trustee
shall distribute

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<PAGE> 3

the principal and any accrued or undistributed income of the
trust to the beneficiary's estate.

B. Mandatory income payments shall be made in quarterly
installments, or more often if the trustee sees fit.

C. Each trust created under this agreement or pursuant to any
power of appointment granted hereunder shall terminate not later than
the day immediately preceding the date 21 years after the death of the
last to die of me, my wife and my descendants who are living on March
16, 1990, and the trustee shall upon that day, regardless of any other
provision of this agreement, distribute the principal and any accrued
or undistributed income of each trust then held hereunder to the
income beneficiary thereof.

THIRD: In addition to the powers from time to time conferred on
the trustee by the Illinois Trusts and Trustees Act, the trustee shall have
the following powers exercisable in the trustee's discretion:

A. To charge or not to charge against income an allowance for
depreciation;

B. To borrow money from any source, including but not limited
to, the banking department of a successor corporate trustee;

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<PAGE> 4

trust to its income beneficiary, and that trust shall thereupon
terminate, notwithstanding any provisions in this agreement to the
contrary;

D. When there is a trust under this agreement and a trust under
another document, each having the same beneficiary or beneficiaries
and terms which are substantially identical as to the distribution of
income and principal, to transfer all of the assets of such trust
under this agreement to the trustee or trustees of the substantially
identical trust, and thereupon such trust under this agreement shall
terminate;

E. To retain as an investment of the trusts securities of any
one or more closely-held businesses which may become an asset of the
trusts, and/or of any successor to or subsidiary or affiliate of each
such business. Each such business and all successors, subsidiaries
and affiliates thereof, if any, are hereinafter singly and
collectively referred to as the "Company." "Securities" shall include
common and preferred stocks, bonds, debentures, voting trust
certificates, interests in limited liability companies, and any other
evidence of a proprietary or partnership interest in and/or an
obligation of the Company. The trustee shall have with reference to
such securities the following powers, in addition to those elsewhere
herein granted:

1. To participate in the management of the Company as an
officer or director or otherwise, with appropriate compensation;

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<PAGE> 5

2. To extend credit to the Company from the banking department
of a corporate successor trustee; and

3. To increase the investment of the trusts in the Company by
any means, including but not limited to, one or more of the
following: making secured or unsecured loans to the Company,
purchasing or subscribing to securities of the Company, or
pledging assets for debts of the Company.
The trustee shall exercise ordinary business judgment in
determining how long such securities shall be retained, it
being the settlor's intention that the trustee retain such securities
as long as in the trustee's judgment it is in the best interest of the
beneficiaries, and the trustee shall not be liable for any loss
resulting from such retention. The settler realizes that he is
exposing the trusts to risks inherent in all business operations but
he believes those risks justifiable by the possibility of preserving
the capital and income values of such securities. To the extent that
the trustee renders services to the Company, the trustee may charge
the Company for those services. Nothing in this agreement shall be
construed to prevent any individual trustee from being employed or
retained by the Company at a salary or fee commensurate with the value
of his or her service, nor to prevent him or her from purchasing such
securities from the trusts or from any other source;

F. To make secured or unsecured loans to the income beneficiary
of any trust hereunder, and to pledge trust assets, guarantee

-5-

<PAGE> 6

or otherwise encumber trust assets for any debts,
loans, obligations or liabilities of the income
beneficiary of any trust hereunder, all as the trustee
considers proper and at the sole discretion of the
trustee. Notwithstanding the foregoing, a trustee who
is the beneficiary of any trust hereunder shall not
have any powers under this paragraph relating to the
trust or trusts of which the trustee is the
beneficiary. The trustee shall not be liable to any
beneficiary of any trust hereunder or any other person
or entity for deciding in the trustee's discretion to
exercise or not to exercise the powers under this
paragraph and the trustee shall not be personally
liable under any such pledge, guarantee or other
encumbrance; and

G. To do all other acts to accomplish the
proper management, investment and distribution of the
trusts.

FOURTH: No interest under this trust shall be
assignable by any beneficiary. Cash or other property
distributable hereunder shall not be subject to claims of any
creditor of any beneficiary, nor to claims for alimony or
maintenance. Nothing herein contained shall prevent the exercise
of any power of appointment under this agreement or prevent
distribution of money or property to the estate of a deceased
beneficiary when required by this agreement.

FIFTH: The following provisions shall apply to each
trust created by this agreement:

A. If for any reason my wife does not act or
continue to act as trustee, JAMES is appointed
successor trustee. If for any reason

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<PAGE> 7

neither or the foregoing individuals acts or continues to act
as trustee, my other child or children who are then living and
competent are appointed successor co-trustees or sole trustee, as
the case may be. If for any reason one of my remaining children
does not act or continue to act as a successor co-trustee, that
vacancy shall not be filled, except that if none of the foregoing
act or continue to act as trustee, THE NORTHERN TRUST COMPANY, of
Chicago, Illinois, is appointed successor trustee. If for any
reason none of the foregoing nor any successor trustee appointed
as hereinafter provided acts or continues to act as trustee, a
successor trustee shall be appointed as provided in the Illinois
Trusts and Trustees Act and shall be any "qualified corporate
trustee". A "qualified corporate trustee" shall be any
corporation situated in the United States and authorized under
the laws of the United States or of any state thereof to
administer trusts and with capital, surplus and undivided profits
of at least fifty million dollars.

B. While more than one trustee is acting:

1. The term "trustee" as used in this agreement shall be
read as "trustees" and, where appropriate, the singular shall
be read as the plural, and corresponding changes shall be read in
references to gender.

2. Any trustee may from time to time, by signed revocable
instrument, delegate to the other trustee or trustees the

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<PAGE> 8

exercise of all or less than all of the powers herein conferred
upon the successor co-trustees jointly.

C. For purposes of this agreement, an individual shall be
determined to be incompetent (1) if the individual is under age 18,
or (2) if the individual is age 18 or older, upon the unanimous
determination by his or her attending physician and such of my
children who are then living and competent that the individual is
incapable of properly managing his or her financial affairs (except
that the individual whose competency is in question shall not
participate in that determination).

D. If an individual is acting as a trustee hereunder and a
determination is made that he or she is incompetent, that determination
shall be deemed to constitute his or her resignation as trustee.

E. The income beneficiary of any trust created under this
agreement may at any time approve the trustee's accounts with respect
to that trust, with the same effect as if a court having jurisdiction
over the trust approved the accounts.

F. The income beneficiary of each trust created hereunder shall
have the right from time to time, while living and competent, to
remove the then acting corporate trustee of such trust and to appoint
any qualified corporate trustee as successor corporate trustee. If the
income beneficiary desires to exercise his or her rights under this
paragraph, the income beneficiary shall deliver to the trustee whom he
or she intends to remove and to the trustee whom he or she intends to
appoint, an

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<PAGE> 9

instrument signed by the income beneficiary reciting such removal and
appointment. Such removal and appointment shall take effect 30 days
after the removed trustee receives that instrument.

G. In the case of any incompetent income beneficiary, a living and
competent parent or child, or guardian or conservator if the income
beneficiary has no living and competent parent or child, may receive
notices, approve accounts, appoint successor trustees and removal
corporate trustees as provided in this article on behalf of the
incompetent income beneficiary.

H. Notwithstanding any contrary provision herein, no individual
trustee shall participate as trustee in making any decisions
relating to a discretionary distribution of income or principal of the
trust property to any beneficiary to the extent that such distribution
would be in discharge of such trustee's legal obligation (in his or
her individual capacity) to support such beneficiary. If an individual
trustee is precluded, from participating in a particular decision by
the foregoing provisions of this paragraph, then the decision shall be
made by the other trustee who is not so precluded, if any. If the sole
trustee or all of the co-trustees are precluded from participating in
a particular decision, then the trustee or trustees with respect to
any such trust may appoint by an instrument filed with the trust
records any person (other than the settler) or qualified corporate
trustee to act as a "special trustee" of such trust whose sole power
shall be to make those decisions relating to

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<PAGE> 10

discretionary distributions of income and principal of any trust
hereunder which the trustee is precluded from making. If for any
reason the trustee who appoints a "special trustee" pursuant to this
paragraph ceases to act as a trustee, the term of office of the
"special trustee" shall terminate. A "special trustee" may act in
such capacity more than once.

SIXTH: This agreement is irrevocable and may not be amended.

SEVENTH: This agreement shall be governed by and interpreted in
accordance with the laws of Illinois.

IN WITNESS WHEREOF, I and the trustee have signed this agreement on the
date first written above.

/s/ Jasper Sanfilippo
-----------------------------
JASPER SANFILIPPO, as Grantor

/s/ Marian Sanfilippo
-----------------------------
MARIAN SANFILIPPO, as Trustee

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