                             NO. 4-08-0151           Filed 11/21/08

                          IN THE APPELLATE COURT

                               OF ILLINOIS

                             FOURTH DISTRICT

 PATRICIA A. LAUBNER and PAMELA A.      )    Appeal from
 LARSON,                                )    Circuit Court of
           Plaintiffs-Appellants,       )    Sangamon County
           v.                           )    No. 07CH571
 JP MORGAN CHASE BANK, N.A., Trustee;   )
 DEBORAH B. ALLEY, Trustee; and SARAH   )
 A. MANGES, SUSAN A. MERTZ, KELSEY L.   )
 DENNIS, COURTNEY L. LARSON, KRISTIN    )
 A. LARSON, WILLIAM CURVIN LARSON,      )
 LAWSON M. MERTZ, EMILY MANGES, HALEY   )
 M. MANGES, and All Future Descendants )     Honorable
 of WILLIAM J. ALLEY, Deceased,         )    Robert J. Eggers,
           Defendants-Appellees.        )    Judge Presiding.
_________________________________________________________________

            JUSTICE COOK delivered the opinion of the court:

            On October 31, 2007, plaintiffs Patricia A. Laubner and

Pamela A. Larson filed an amended petition to remove codefendant

Deborah B. Alley as trustee and to modify the distributions being

made from the trusts.      On November 30, 2007, defendants, co-

trustees Deborah B. Alley and JP Morgan Chase Bank, N.A., filed a

motion to dismiss.    Following a hearing on January 25, 2008, the

trial court granted defendants' motion to dismiss.      Plaintiffs

appealed.    We affirm.

                              I. BACKGROUND

            William J. Alley, deceased, had four daughters: Patri-

cia A. Laubner (plaintiff), Pamela A. Larson (plaintiff), Sarah

A. Manges, and Susan A. Mertz.      Patricia has one child, Kelsey L.
Dennis.    Pamela has three children: Courtney L. Larson, Kristin

A. Larson, and William Curvin Larson.    Sarah has two children:

Emily Manges and Haley M. Manges.    Susan has one child, Lawson M.

Mertz.    Sometime before his death, William married Deborah B.

Alley, who would become plaintiffs' stepmother.

            On March 23, 1994, William executed a trust entitled

"Irrevocable Split-Dollar Insurance Trust Agreement" (original

trust).    The trust was between William (grantor) and Deborah (co-

trustee) and Bank One, Springfield (cotrustee).    Bank One,

Springfield has since become JP Morgan Chase Bank, N.A. (JP

Morgan).    The original trust provided that should either Deborah

or JP Morgan cease to be a trustee, Deborah could appoint another

trustee or, if she did not appoint one, the continuing trustee

could appoint a successor.    When William passed away in 1996, the

principal of the original trust was divided into four separate

trusts, one for each of the four daughters.

            By the direction of cotrustees Deborah and JP Morgan,

plaintiffs' trusts were further divided as follows.    Patricia's

trust was divided into three trusts: (1) the Patricia Laubner

Generation Skipping Tax (GST) Exempt Trust #1, (2) the Patricia

Laubner GST Exempt Trust #2, and (3) the Patricia Laubner GST

Nonexempt Trust (Patricia's trusts).    Likewise, Pamela's trust

was divided into three trusts: (1) the Pamela Larson GST Exempt

Trust #1, (2) the Pamela Larson GST Exempt Trust #2, and (3) the


                                - 2 -
Pamela Larson GST Nonexempt Trust (Pamela's trusts).     The record

does not indicate how Deborah and JP Morgan administered and/or

divided the trusts of Sarah and Susan, although we have no reason

to guess that those trusts were handled differently.

          As of December 31, 2006, the value of Patricia's trust

was as follows:

          Name of Trust                  Value of Trust

          The Patricia Laubner GST
          Exempt Trust #1                $1,505,291.76

          The Patricia Laubner GST
          Exempt Trust #2                $500,798.87

          The Patricia Laubner
          Nonexempt Trust                $2,870,407.52

          Total Value of                 ______________
          Patricia's Trusts              $4,876,498.15

          As of December 31, 2006, the value of Pamela's trust

was as follows:

          Name of Trust                  Value of Trust

          The Pamela Larson GST
          Exempt Trust #1                $1,517,285.77

          The Pamela Larson GST
          Exempt Trust #2                $508,726.91

          The Pamela Larson
          Nonexempt Trust                $2,994.306.39

          Total Value of                 ______________
          Pamela's Trusts                $5,020,319.07

          Patricia's trusts and Pamela's trusts were subject to

the same distribution standard set forth in the original trust


                                 - 3 -
agreement, namely:

          "During the Trust Period, the trustees shall

          hold, invest, and reinvest each share so

          provided as the principal of a separate trust

          hereunder, collect the income therefrom and,

          after deducting from said income all proper

          charges and expenses, in each year pay at

          least quarterly to or apply for the use of

          such daughter and such daughter's issue, so

          much of the net income as the trustees shall

          deem advisable for the proper care, support,

          maintenance or education of such daughter of

          the grantor and such daughter's issue and

          shall add to the principal from time to time

          any balance of net income not so applied.

          The trustees shall be authorized also to pay

          to or apply to the use of such daughter and

          her issue, at any time and from time to time,

          so much of the principal of such trust (even

          to the extent of wholly terminating the trus-

          t) as the trustees may deem advisable for the

          proper care, support, maintenance or educa-

          tion of such daughter or her issue or for any

          other purpose after giving such consideration


                              - 4 -
          as the trustees may deem feasible and appro-

          priate to other financial resources available

          for the purpose to which such payment or

          application is proposed to be made.      In exer-

          cising their discretion with respect to the

          payment or application of income or principal

          pursuant to the provisions of this paragraph,

          the grantor directs his trustees to bear in

          mind that his primary concern is the comfort-

          able maintenance and support of his daughters

          during their lifetime."    (Emphases added.)

Under this rather discretionary distribution standard, Deborah

and JP Morgan adopted a distribution schedule of $11,500 per

month to both Patricia and Pamela.      This amounts to an annual

distribution of 3.5% of the fair market value of the trusts.

          It appears some exceptions to the steady distribution

of funds existed.   For example, in 2004, the trustees distributed

$54,893 in lump sum to Patricia to pay off her credit card debt

and balance owing on her vehicle.    During this time, it seems

that monthly distributions to Patricia were as high as $12,500

because she purportedly fell on financial hard times due to the

loss of her husband's income.   It also seems, based on an admis-

sion made in plaintiffs' complaint, that Patricia and Pamela are

reimbursed, or the trustees directly pay, for tuition, fees, and


                                - 5 -
living expenses for plaintiffs' children, up through and includ-

ing graduate school.   The complaint mentioned one instance where

the cotrustees hesitated to pay a "medical bill" for one of the

grandchildren, but it appears, based on an admission in the

complaint, that this bill was ultimately paid with the use of

trust funds.

          On March 26, 2007, Patricia and Pamela's attorney,

Sarah Delano Pavlik, wrote JP Morgan to propose a change in the

established distribution plan.    Attorney Pavlik noted that the

monthly distributions came solely from the nonexempt trusts.    The

nonexempt trusts were subject to the GST tax, which, as of March

2007, was set at a rate of 45%.    To avoid imposition of the GST

tax upon plaintiffs' deaths, Pavlik proposed that the distribu-

tions from the nonexempt trusts be calculated to liquidate the

nonexempt trusts over plaintiffs' life expectancies, resulting in

a monthly distribution of $17,769 for Patricia and $18,536 for

Pamela over approximately the next 30 years.    Pavlik noted that

liquidating the nonexempt trusts of Patricia and Pamela would not

put them at risk because, in the event they should need addi-

tional funds, the assets in their exempt trusts would still be

able to provide for them.   The cotrustees declined to accommodate

plaintiffs' requests as set forth in the letter.

          On July 25, 2007, plaintiffs filed a petition request-

ing to convert the distribution standard of the trusts and to


                                 - 6 -
modify the trust agreement such that the funds be distributed at

a rate of 5% of the total fair market value of all of the plain-

tiffs' trusts but that the funds only be distributed from the

nonexempt trusts.   Plaintiffs also requested that, in the event

of Deborah's death or incapacitation, each respective plaintiff

would become cotrustee of her own trusts and have the discretion

to appoint a new corporate cotrustee if she so desired.

           On August 27, 2007, defendants filed a motion to

dismiss.   On October 30, 2007, the trial court entered an order

cancelling a hearing on the matter; allowing leave to amend the

petition; and appointing a guardian ad litem (GAL) for the minor

remainder beneficiaries, i.e., Emily and Haley Manges, and future

descendants of grantor William Alley.

           On October 31, 2007, plaintiffs filed the amended

petition at issue in this appeal, alleging that Deborah in

particular acted with an improper motive due to her personal

animosity toward plaintiffs.   Therefore, plaintiffs requested

that the trial court remove Deborah as a trustee and appoint each

plaintiff cotrustee of her respective trusts.   Plaintiffs further

alleged that both trustees breached their fiduciary duty by (1)

showing a preference for the remainder beneficiaries by preserv-

ing the principal rather than focusing on plaintiffs' comfortable

maintenance, (2) adopting arbitrary distribution standards, and

(3) wasting the assets of the trusts by unnecessarily subjecting


                               - 7 -
plaintiffs' descendants to generation- skipping taxes.   Plain-

tiffs requested that the trustees distribute income so as to

deplete the nonexempt trusts over plaintiffs' lifetimes and that

plaintiffs' attorney fees from the instant case be paid from the

nonexempt trust.

           On November 30, 2007, defendants filed a motion to

dismiss, arguing that the amended complaint did not allege a

factual basis for removal of Deborah as cotrustee or for reforma-

tion of the trust.   See 735 ILCS 5/2-615 (West 2007).   On January

24, 2008, the GAL for the minor remainder beneficiaries joined in

defendants' motion to dismiss plaintiffs' amended complaint.

Some of the adult remainder beneficiaries of plaintiffs' trusts,

who also happen to be plaintiffs' children, Kelsey L. Dennis,

Courtney L. Larson, Kristin A. Larson, William Curvin Larson,

entered an answer in the circuit court asking that plaintiffs'

relief be granted.   No adult remainder beneficiary entered a

request that the court deny plaintiffs' relief.

           On January 25, 2008, the trial court held a hearing on

defendants' motion to dismiss and granted said motion.   The court

endorsed the argument of cotrustees' counsel, that plaintiffs

simply failed to allege a basis for removing Deborah as trustee

or for modifying the distribution scheme.   The court told plain-

tiffs they could amend their complaint, but plaintiffs did not do

so.   This appeal followed.


                               - 8 -
                           II. ANALYSIS

          On appeal, plaintiffs appeal the dismissal under

section 2-615 of the Code of Civil Procedure (735 ILCS 5/2-615

(West 2006)) of their petition, which began as follows:

          "[Plaintiffs] petition the Court (a) [to]

          remove Deborah B. Alley as Trustee of the

          Trusts (as defined below), (b) to appoint

          Pamela A. Larson as Co-Trustee of the Pamela

          Trusts (as defined below), (c) to appoint

          Patricia A. Laubner as Co-Trustee of the

          Patricia Trusts (as defined below), and (d)

          to modify the distributions being made from

          the Trusts as set forth below."

We will first address whether plaintiffs properly stated a claim

for reformation of the trust, especially as this pertains to

modifying the distribution scheme.     We will then address whether

plaintiffs properly stated a claim for removing Deborah as a

trustee and appointing plaintiffs as successor trustees.

             A dismissal motion under section 2-615 attacks the

legal sufficiency of the complaint.     Canel v. Topinka, 212 Ill.

2d 311, 317, 818 N.E.2d 311, 317 (2004), citing Illinois Graphics

Co. v. Nickum, 159 Ill. 2d 469, 484, 639 N.E.2d 1282, 1289

(1994).   A section 2-615 motion does not raise affirmative

factual defenses but alleges only defects appearing on the face


                               - 9 -
of the complaint.   Canel, 212 Ill. 2d at 317, 818 N.E.2d at 317.

In evaluating a section 2-615 dismissal, the question is whether

the allegations of the complaint, when viewed in a light most

favorable to the plaintiff, are sufficient to state a cause of

action upon which relief can be granted.     Canel, 212 Ill. 2d at

317, 818 N.E.2d at 317.   The trial court should dismiss the cause

of action only if it is clearly apparent that no set of facts can

be proven which will entitle the plaintiff to recovery.     Canel,

212 Ill. 2d at 318, 818 N.E.2d at 317.    We review dismissals

under section 2-615 de novo.     Canel, 212 Ill. 2d at 318, 818

N.E.2d at 317.

          However, the general policy favoring a liberal con-

struction of the pleadings as described in Canel cannot cure a

plaintiff's failure to set forth well-pleaded facts.    See Teter

v. Clemens, 112 Ill. 2d 252, 256-57, 492 N.E.2d 1340, 1342

(1986).   Illinois is a fact-pleading state, meaning that a

plaintiff must allege facts that are sufficient to bring his

claim within the scope of a legally recognized cause of action.

Teter, 112 Ill. 2d at 256, 492 N.E.2d at 1342.    Conclusions of

law and conclusory factual allegations unsupported by specific

facts are not deemed admitted.    Time Savers, Inc. V. LaSalle

Bank, 371 Ill. App. 3d 759, 767, 863 N.E.2d 1156, 1163-64 (2007).

It is often difficult to distinguish the difference between a

conclusion and an ultimate fact, and the amount of detail neces-


                               - 10 -
sary to adequately plead a cause of action may depend upon the

circumstances of a given case.   3 R. Michael, Illinois Practice

§23.4, at 308 (1989), citing People ex rel. Fahner v. Carriage

Way West, Inc., 88 Ill. 2d 300, 307, 430 N.E.2d 1005, 1008

(1981).   Courts generally adopt a stricter approach and require

more specificity in the pleadings where (1) the pleader had an

opportunity to amend the complaint and did not (3 R. Michael,

Illinois Practice §23.4, at 313 (1989), citing Knox College v.

Celotex Corp., 88 Ill. 2d 407, 421, 430 N.E.2d 976, 983 (1981)

(regarding plaintiff's failure to amend)) or (2) the cause of

action is generally disfavored or simply is such that it would

require exceptional circumstances for the plaintiff to prevail (3

R. Michael, Illinois Practice §23.4, at 311-12 (1989) (regarding

exceptional circumstances/generally disfavored causes of ac-

tion)); see also Thomas v. Hileman, 333 Ill. App. 3d 132, 136,

139, 775 N.E.2d 231, 234, 236 (2002) (where court found the

disfavored action of malicious prosecution pleaded with insuffi-

cient specificity).



                  A. Current Distribution Scheme

                      1. Distribution Amount

           Plaintiffs pleaded that the cotrustees breached

their fiduciary duties by "arbitrarily" setting the distribution

rate at 3.5% of the principal per year, resulting in payments of


                              - 11 -
$11,500 per month for each plaintiff.   Plaintiffs believe that a

distribution scheme that amounts annually to only 3.5% of the

value of the principal of the trust, so that the value of the

principal is protected, thwarts William's stated purpose of

providing for the comfortable maintenance and support of his

daughters over their lifetimes and has the effect of favoring the

remainder beneficiaries over plaintiffs.    Plaintiffs also pleaded

that the distribution amount (i.e., $11,500 per month each) is

arbitrary because the cotrustees did not sufficiently communicate

with plaintiffs to see whether that amount would be enough to

sustain their current lifestyles.

          A trustee is to exercise the same degree of care in

managing a trust as persons of prudence and intelligence exercise

in their own affairs.   Durdle v. Durdle, 141 Ill. App. 3d 12,

15, 489 N.E.2d 1142, 1144 (1986).   A trustee is held to a high

standard of conduct and must exercise the utmost or highest good

faith in the administration of the trust.    In re Estate of

Muppavarapu, 359 Ill. App. 3d 925, 929, 836 N.E.2d 74, 77 (2005).

Acting with good faith in administering the trust means that the

trustee must act honestly and with undivided loyalty to the

trust, not merely with the standard of the workaday world but

with the most sensitive degree of honor.    Rennacker v. Rennacker,

156 Ill. App. 3d 712, 715, 509 N.E.2d 798, 800 (1987).   The

trustee must be mindful of the beneficiaries' interests, and the


                             - 12 -
trustee cannot act inconsistently with the beneficiaries' inter-

ests, irrespective of the trustee's good or bad faith.   Rennacke-

r, 156 Ill. App. 3d at 715, 509 N.E.2d at 800.

          That being said, a court should not interfere with a

trustee's exercise of discretion given to him or her by the trust

instrument so long as the trustee does not act in a wholly

unreasonable and arbitrary manner. Chicago Title & Trust Co. v.

Chief Wash Co., 368 Ill. 146, 155, 13 N.E.2d 153, 157 (1938).

Likewise, "[w]here discretion is conferred upon the trustee with

respect to the exercise of a power, its exercise is not subject

to control by the court, except to prevent an abuse by the

trustee of his discretion."   Restatement (Second) of Trusts §187,

at 402 (1959) (current through 2008).   The trust instrument at

issue here confers a great deal of discretion to the trustees.

Each authorization of power in the distribution clause seems to

include the phrase, "as the trustees shall deem advisable."



          We cannot say the cotrustees are acting in a "wholly

unreasonable and arbitrary" manner because they have sought to

protect the principal of the trust, especially where they con-

tinue to distribute the substantial sum of $11,500 per month to

each plaintiff, not including educational and living expenses for

plaintiffs' children.   See Chicago Title, 368 Ill. at 155, 13

N.E.2d at 157.   To the contrary, the cotrustees' decision to


                              - 13 -
preserve the principal and distribute from the income of the

trust seems to be in keeping with William's stated intent:

          "The trustees shall *** collect the income

          [from the trusts] and, *** pay *** so much of

          the net income as the trustees shall deem

          advisable for the proper care, support, main-

          tenance or education of such daughter *** and

          shall add to the principal from time to time

          any balance of net income not so applied."

From this clause, it seems clear William envisioned some sort of

preservation of the principal.   In fact, William appears to have

envisioned that the income earned on the trust could potentially

exceed the amount necessary to provide for his daughters' com-

fortable support and said excess would therefore be used to grow

the principal of the trust.   Simply because William authorized

depletion of the principal in the event that his daughters' needs

were not being met does not mean that the cotrustees are breach-

ing their fiduciary duty by holding off on that authorization.

Nor does it mean that the cotrustees are breaching their fidu-

ciary duty by favoring the remainder beneficiaries over plain-

tiffs.

          Plaintiffs cite Northern Trust Co. v. Heuer, 202 Ill.

App. 3d 1066, 1070, 560 N.E.2d 961, 964 (1990), for the proposi-

tion that a fiduciary's duty to each beneficiary precludes it


                              - 14 -
from favoring one party over another.    In Heuer, the trustee

filed a complaint in the circuit court for construction of the

trust agreement and argued that the court interpret the trust in

a manner that was favorable to one beneficiary and detrimental to

the other.    Heuer, 202 Ill. App. 3d at 1068-69, 560 N.E.2d at

962-63.    The court found the trustee breached his duty of impar-

tiality in that he should not have argued for an interpretation

that favored one of the beneficiaries at the expense of the

other.    Heuer, 202 Ill. App. 3d at 1072, 560 N.E.2d at 965.

Heuer involves an instance of blatant favoritism on the part of

the trustee for one beneficiary over the other.

            In contrast, the cotrustees here merely adopted a

conservative and responsible distribution plan that incidentally

benefits the remaindermen by protecting the principal.    We note

it can just as well be said that protecting the principal bene-

fits plaintiffs; cost of living is sure to rise, and plaintiffs

themselves state they expect to live another 30 years.    The

cotrustees are not acting partially by protecting the principal

of the trust.

            Plaintiffs pleaded that cotrustees have never met with

them in person to establish that $11,500 per month is a suffi-

cient amount of money to sustain their respective lifestyles.

Plaintiffs cite section 50 of the Restatement of Trusts, comment

e, for the proposition that the "trustee[s have] a duty to act in


                               - 15 -
a reasonable manner in attempting to ascertain the beneficiary's

needs."   Restatement (Third) of Trusts §50, Comment e(1), at 271

(2003).   Plaintiffs argue that the trusts contain millions of

dollars to properly provide for the comfortable life of plain-

tiffs, not for preservation of the principal of the trust, and

that the current distribution rate of $11,500 per month caused

plaintiffs to lower their standard of living.   However, no

requirement exists that trustees meet in person with beneficia-

ries.

           More to the point, plaintiffs have not set forth any

facts to show why $11,500 per month is not enough to sustain

their respective lifestyles in a manner that is "comfortable."

Plaintiffs make no allegations of debt (aside from the credit

debt that trustees paid off), steep mortgage payments, or any

other expense that we can imagine that would result in $11,500

per month being insufficient.    Without pleading facts to support

the assertion that $11,500 per month is insufficient to support a

comfortable lifestyle, said assertion is merely a conclusory

factual allegation.   See Time Savers, 371 Ill. App. 3d at 767,

863 N.E.2d at 1163-64 (conclusory factual allegations are not

deemed admitted).

            2. Allegation of Waste: the Nonexempt Trust

           Plaintiffs complain that the cotrustees are subjecting

the trusts to waste by refusing to distribute from the nonexempt


                                - 16 -
trust at a rate that would lead to its depletion by the end of

plaintiffs' respective lives and thereby avoid any generation-

skipping tax on the funds in the nonexempt trust.     Such a deple-

tion of the nonexempt trust would lead to a distribution rate of

approximately $18,000 per month for each plaintiff.    Plaintiffs

cite Warner v. Rogers, 255 Ill. App. 78, 87 (1929) (1929 WL 3388,

at 4), for the general proposition that trustees owe a duty to

remainderman to manage the trust estate so as to prevent waste.

           Plaintiffs have not pleaded sufficient facts to show

the cotrustees are committing waste by failing to deplete the

nonexempt trust.   The only fact that plaintiffs pleaded in

support of their claim that failing to immediately start deplet-

ing the nonexempt trust constitutes waste is that nonexempt trust

funds are currently subject to a 45% generation-skipping tax.

However, plaintiffs predict they will each live another 30 years.

The tax laws might be different at that time.   The cost of living

will have risen.   Plaintiffs might require expensive end-of-life

care.   It seems the trustees are acting prudently at this stage,

planning ahead for the aforementioned concerns rather than

depleting the trust at a steady rate.

           Plaintiffs have not set forth facts to establish a

breach of fiduciary duty, and therefore reformation of the

distribution scheme would not be appropriate.   Generally, refor-

mation is appropriate only in extreme circumstances, such as


                              - 17 -
where the trust as written actually frustrates the grantor's

intent because circumstances evolved in a manner that the grantor

could not have anticipated.     Dyer v. Paddock, 395 Ill. 288, 294-

95, 70 N.E.2d 49, 52 (1946); see also In re Estate of Phelan, 375

Ill. App. 3d 875, 882, 874 N.E.2d 185, 191 (2007) (noting Illi-

nois courts' aversion to reforming trusts).    Ordering the

cotrustees to adopt a distribution scheme wherein the nonexempt

trust was depleted at a rate of approximately $18,000 per month

would take away most of the discretion that William expressly

granted to the cotrustees.

          B. Whether Plaintiffs Stated a Claim for Removal

           Plaintiffs argue that they properly stated a claim for

removal of Deborah as cotrustee.    In support of their claim to

remove Deborah, plaintiffs alleged in their petition that Deborah

acted with "improper motive" and that she improperly managed the

trusts.   In regard to their claim that Deborah acted with im-

proper motive, plaintiffs set forth the following circumstances

that led them to believe that Deborah had a great deal of animos-

ity for them.   Following William's death, Patricia provided the

local newspaper with family information to be used in the obitu-

ary.   Apparently, Deborah felt the information was too personal

to be released to the public.    Deborah did not attend the memo-

rial service for William that Patricia organized, even though

Deborah was in town on the date of the service.    Also in 1996,


                                - 18 -
more than 10 years prior to the instant action, Deborah went to

Patricia's house and accused Patricia of being responsible for

William's suicide.   At a date not clear from the record, Deborah

invited all three of William's daughters except for Patricia to

her son Brayton's wedding.    On at least one occasion, Deborah

denied Pamela access to visit William's ashes, which Deborah

interred in a gated community.    Plaintiffs contend that Deborah

refused to communicate with them, noting that she did not reply

to a letter from Patricia dated August 18, 2003, or to the letter

from attorney Pavlik dated September 7, 2006.    Plaintiffs believe

that Deborah refused to increase distributions because of this

alleged personal animosity.

           A court of equity has inherent powers to remove a

trustee for breach of trust, misconduct, or disregard of his

fiduciary duties.    Chicago Title, 368 Ill. at 155, 13 N.E.2d at

157.   However, removal of a trustee is an extreme remedy, and

neither the court nor any party should lightly disregard the

testator's choice of trustee.    See Wylie v. Bushnell, 277 Ill.

484, 505, 115 N.E. 618 (1917).    Not every instance of mistake or

neglect on the trustee's part requires the removal of the truste-

e.   Durdle, 141 Ill. App. 3d at 15, 489 N.E.2d at 1145.   The

court should remove a trustee only if the trustee endangers the

trust fund and removal is clearly necessary to save the trust.

Durdle, 141 Ill. App. 3d at 15, 489 N.E.2d at 1145.    Personal


                                - 19 -
hostility between a trustee and a beneficiary is not a per se

ground for removal of the trustee.      Rennacker, 156 Ill. App. 3d

at 715, 509 N.E.2d at 800.   To remove the trustee, the hostility

must be shown to interfere with the beneficial administration of

the trust.    Rennacker, 156 Ill. App. 3d at 715, 509 N.E.2d at

800, citing Wylie, 277 Ill. 484, 115 N.E. 618.     Such hostility is

just one factor to consider where the "hostilities of the parties

combine with other circumstances to render removal of the trustee

essential to the interests of the beneficiary and the execution

of the trust."    Rennacker, 156 Ill. App. 3d at 715, 509 N.E.2d at

800.

          In dismissing plaintiffs' claim for removal of Deborah,

the trial court stated:

          "The fact that they don't like their step-

          mother is not sufficient to carry the day

          here.   If you want time to amend, I'll give

          you time to amend, but you're going to have

          to tell me something more than you are at

          this point."

Plaintiffs did not take advantage of their opportunity to amend

the complaint.    See Knox College, 88 Ill. 2d at 421, 430 N.E.2d

at 983.   The cause of action itself, i.e., removal of a trustee,

generally requires extraordinary circumstances for the plaintiff

to prevail.   See Durdle, 141 Ill. App. 3d at 15, 489 N.E.2d at


                               - 20 -
1144-45 (stating removal only necessary where the fund itself is

in danger).   As such, the pleadings in this case must contain a

high degree of specificity and detail.   See 3 R Michael, Illinois

Practice §23.4, at 311-13 (1989).

          This case is distinguishable from other cases we were

able to find regarding removal of the trustee where personal

animosity existed between the trustee and the beneficiary.    For

example, in Rennacker, in addition to the hostility between the

trustee and the beneficiary, the trustee also sold the trust

residence and put the sale proceeds under his own social security

number, constituting a "questionable transaction at best."

Rennacker, 156 Ill. App. 3d at 715, 509 N.E.2d at 800.

          Here, it does not appear that the alleged personal

animosity endangered the trust fund.   As discussed above, there

is nothing unreasonable about the way that Deborah has been

coadministering the trust.   As such, plaintiffs have not pleaded

sufficient facts to justify Deborah's removal as trustee.

Because plaintiffs have not pleaded sufficient facts to justify

Deborah's removal, they certainly have not pleaded sufficient

facts to warrant appointing themselves as successor trustees.

                         C. Attorney Fees

          Finally, we affirm the trial court's denial of plain-

tiffs' request for attorney fees in this matter.   At the trial

court's discretion, it may order that the trust pay plaintiffs'


                              - 21 -
attorney fees where the plaintiffs' actions in bringing a lawsuit

somehow confer a benefit on the trust, but will not award fees

where plaintiffs seek personal benefits.    Stein v. Scott, 252

Ill. App. 3d 611, 617, 625 N.E.2d 713, 718 (1993).    Here, plain-

tiffs' claim did not benefit the trust.    The court did not abuse

its discretion in declining to award attorney fees.

                         III. CONCLUSION

          For the aforementioned reasons, we affirm the trial

court's judgment.

          Affirmed.

          TURNER and STEIGMANN, JJ., concur.




                             - 22 -
