Motion for Modification in In Re the Richard M Foster Rev Living Trust| Trellis.Law

On October 05, 2023 a Complaint,Petition was filed involving a dispute between Lisa Berg, and for Probate-Roseville in the District Court of Placer County.

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Andrew R. Matteson, Attorney
1
(SBN 137625)
3000 Lava Ridge Court, Suite 120
Roseville, CA 95661
916-789-0330 Phone
916-789-0242 Fax
info@a.mattesonlaw.net e-mail
4 Attorney for Petitioner,
Lisa J. Berg
5

SUPERIOR COURT OF THE STATE OF CALIFORNIA
FOR THE COUNTY OF PLACER

10 )
ln The Matter of CASE NO.
) PETITION FOR ORDER APPROVING
The Richard M. Foster Revocable Living MODIFICATION OF TRUST TERMS; (PROBATE
12
Trust dated March 19, 2015 COIIE SECTIONS 15409 ANIL 17200(B)(13))
13 ) Hearing date: 01/26/2024
14 Time: 8:30am
Dept: 40
15

22 Petitioner, Lisa J. Berg represents:

24 1. Introduction
25 Petitioner respectfully requests an order approving modification of those terms of The

26 Richard M. Foster Revocable Living Trust dated March 19, 2015 (" Trust" ). Richard M. Foster

27 (Richard) established The Trust and nominated Petitioner as first designated successor trustee.

PETITION FOR ORDER APPROVING MODIFICATION OF TRUST TERMS
A true and complete copy of The Trust is attached as Exhibit A and incorporated herein by this

reference. Richard subsequently died on April 16, 2017. Petitioner is The duly appointed and

acting successor trustee of The Trust. At this point, all trust assets have been distributed, with the

exception of the assets subject to the Emily A. Cook Separate Share Trust dated April 16, 2017. A

true and complete copy of Petitioner's certification of trust for the the Emily A. Cook Separate

Share Trust dated April 16, 2017 is attached as Exhibit B and incorporated herein by this reference.

A Petitioner alleges that owing to circumstances not known nor anticipated by The now deceased

settlor, Richard M. Foster, when he executed The Trust in 2015, The continuation of The Trust

under these terms could, unintentionally defeat and/or substantially impair The accomplishment of

10 The purposes of The Trust. Specifically, Petitioner is The current successor trustee for The Emily

A. Cook Separate Share Trust dated April 16, 2017, as set forth on trust page seven (7). This

12 subtrust will continue for The lifetime of Emily A. Cook, The subtrust beneficiary. The petitioner

13 plans to retire as a Professional Fiduciary as soon as possible.. The one and only success trustee

14 designated in The Trust, as set forth on Trust page ten (10) is Christina Griffiths, also a Professional

15 Fiduciary, has already retired. The sole purpose of this petition is to ensure that there will always

16 be a successor trustee able to act and administer The Emily A. Cook Separate Share Trust dated

17 April 16, 2017 in The event of The resignation, death, incapacity, or retirement of The petitioner.

20 2. Proposed Trust Modification
21 Petitioner requests The court to consider, and, upon review and approval, grant Petitioner's request

22 to modify The excising trust terms of Trust section 7.1., Trustee Order of Succession, in order to

23 add additional successor trustees, in The event Petitioner fails or ceases to act as successor trustee

24 for this trust. Emily A. Cook, designated current lifetime beneficiary of The Emily A. Cook
25 Separate Share Trust dated April 16, 2017, nominates Leticia Garcia-Foster, CLPF, aka Leticia

26 Garcia, with TAD Executive Fiduciary Services, as her first successor trustee, and nominates
27 another one of two California Licensed Professional Fiduciaries with TAD Executive Fiduciary
Services, as alternate successor trustee, to facilitate continuity of professional fiduciary services.

PETITION FOR ORDER APPROVING MODIFICATION OF TRUST TERMS
Existing trust section 7.1. reads:

7.1. Successor Trustees. Upon The death of The settlor-trustee, or if, for any reason, The
settlor-trustee ceases to act as trustee, Lisa J. Berg shall be successor trustee. If, for any reason,

Lisa J. Berg fails or ceases to act as trustee, Christina Griffiths shall be successor trustee

Proposed modified trust section 7.1. to read as follows:

7.1. Successor Trustees. Upon The death of The settlor-trustee, or if, for any reason, The
settlor-trustee ceases to act as trustee, Lisa J. Berg, CLPF shall be successor trustee. If, for any

10 reason, Lisa Berg, CLPF fails or ceases to act as trustee, Leticia Garcia-Foster, CLPF, with
TAD Executive Fiduciary Services, shall be successor trustee. If, for any reason, Leticia Garcia-

12 Foster, CLPF, with TAD Executive Fiduciary Services fails or ceases to act as trustee, another
13 one of two California Licensed Professional Fiduciaries with TAD Executive Fiduciary Services,

14 shall be successor trustee. The last designated successor trustee may designate one or more

15 successor trustees who are Professional Fiduciaries.

17 3. Jurisdiction and Venue
18 This petition concerns the internal affairs of the Trust, giving this Court subject matter

19 jurisdiction under Probate Code Section 17000. The day-to-day administration of the Trust is
20 conducted in the County of Placer, California, making this Court the proper venue under

21 Probate Code Section 17005.

23 4. Standing
24 "[A] trustee or beneficiary of a trust may petition the court under this chapter concerning the

25 internal affairs of the Trust or to determine the existing of the Trust." (Prob. Code, $ 17200,

26 subd. (a).) Proceedings concerning the "internal affairs of the Trust" include "[a]pproving or

27 directing the modification or termination of the Trust." (Prob. Code, tj 17200, subd. (b)(13).)

PETITION FOR ORDER APPROVING MODIFICATION OF TRUST TERMS
Here, Petitioner, as surviving settlor and the only current beneficiary of the Trust, has standing

to request an order approving modification of Trust terms.

4 5. Notice

The persons to whom notice of this petition should be provided under Probate Code Section

17203 are:
7
Emily A. Cook, adult friend (designated current lifetime beneficiary of The Emily A. Cook
8 Separate Share Trust dated April 16, 2017)
1226 Commons Drive, Sacramento, CA 95825
9
Sharon Allen, adult niece (designated remainder beneficiary on the Emily A. Cook Separate
10
Share Trust dated April 16, 2017)
11 144 Kapiolani Street 0309, Hilo, HI 96720

12 Leticia Garcia-Foster, aka Leticia Garcia, CLPF, with TAD Executive Fiduciary Services
(nominated trustee)
13
P.O. Box 1810
14 Lincoln, CA 95648

15 Christina Griffiths (retired Professional Fiduciary)
9519 Golden Drive, Orangevale, CA 95662
16

17 Each of these four individuals have received an advance copy of this signed petition. Each of

18 these four individuals have provided their written consent to The proposed modification of The
19 A true and complete copy of their Consents to Proposed
Trust requested in this petition.
20
Modification is attached as Exhibit C and incorporated herein by this reference.
21
The persons to whom notice of this petition need NOT be provided under Probate Code Section
22
17203 are:
23

24 Kathleen Ellen Stevens, daughter (Omitted person)
6100 Black Forest Drive
25 Elizabeth, CO 80107
26 Christopher Stevens, adult grandson (Omitted person)
27 c/o Kathleen E. Stevens
6100 Black Forest Drive
Elizabeth, CO 80107

PETITION FOR ORDER APPROVING MODIFICATION OF TRUST TERMS
1
William F. Foster, deceased son- no known Issue
2

3
A Probate Code Section 16061.7 notice along with a complete copy of The Richard M. Foster
4
Revocable Living Trust were mailed to both Kathleen Ellen Stevens and Christopher Stevens on

6 June 12, 2017, via UPS delivery. A true and complete copy of The Probate Code Section

16061.7 notice is attached as Exhibit D and incorporated herein by this reference.
8
/
9
/
10
/
11

PETITION FOR ORDER APPROVING MODIFICATION OF TRUST TERMS
WHEREFORE, Petitioner prays for an order of this Court:

A. Approving modification of the Richard M. Foster Revocable Living Trust dated March 19,

3 2015 as follows:

4 7.1 Successor Trustees.
5
Upon The death of The settlor-trustee, or if, for any reason, The settlor-trustee ceases to act
6
as trustee, Lisa J. Berg, CLPF shall be successor trustee. If, for any reason, Lisa Berg, CLPF
7
fails or ceases to act as trustee, Leticia Garcia-Foster, CLPF, with TAD Executive Fiduciary

9 Services, shall be successor trustee. If, for any reason, Leticia Garcia-Foster, CLPF, with

TAD Executive Fiduciary Services fails or ceases to act as trustee, another one of two
ll
California Licensed Professional Fiduciaries with TAD Executive Fiduciary Services, shall be
12
successor trustee. The last designated successor trustee may designate one or more successor
13
trustees who are Professional Fiduciaries.

15 and

B. Additional Orders as the Court deems just and proper.
17

I9
Dated: March 4, 2023
rA~~
Lisa J. Berg, Petittoner
21

24 orney for Lisa . g, Petitioner
25

26
27

PETITION FOR ORDER APPROVING MODIFICATION OF TRUST TERMS
1
VERIFICATION

I am the Petitioner in the above-entitled matter. I have read the foregoing petition and know its
3
contents, and the same is true of my knowledge, except for the matters that are stated herein on
my information and belief, and regarding those matters I believe it to be true,

I declare under penalty of perjury under the laws of the State of California that the foregoing it
true and correct, and that this declaration is executed on Marchd', 2023.

Lisa J. Berg, Petitioner
10

PETITION FOR ORDER APPROYING MODIFICATION OF TRUST TERMS
Exhibit A
The

Richard M. Foster Revocable Living Trust

dated March 19, 2015

Prepared By: Andrew R. Matteson, Attorney

3000 Lava Ridge Court, Suite 120
Roseville, CA 95661-2802

Telephone: (916) 789-0330 (800) 274-8989
Table of Conteats

Article One: Creation of Trust
I.l. Declaration.
1.2. Names of Trusts.
1.3. Effective Date.
1.4. Marital Status.
1.5. Definitions of Child, Children, and Issue..
Article Twoi Trust Estate . 2
2,1. Definition of Trust Estate. 2
2.2. Additions to Trust. 2
Article Three: Rights and Powers of Settlor 2
3.1. Power of Revocation and Amendment. 2
3.2. Method of Revocation or Amendment. 3
3.3. Delivery of Property Afier Revocation. 3
3.4. Trustee's Retention of Assets on Revocation. 3
3.5. Settlor's Power to Borrow From Trust Estate. 3
3.6, Exercise of Rights and Powers of Seulor By Others. 3

Article Four; Distributions During Settlor's Life . 4
4.1. Payment of Income During Settlor's Life. 4
4.2. Distributions of Principal During Settlor's Lifetime 4
4.3. Distributions of Principal at Request of Settlor. 4
4.4. Requests in Behalf of the Settlor Unable to Do So Personally. 5

Article Five: Distributions After Settlor's Death
5.1. Payment of Death Taxes, Debts, and Expenses on Statement From Personal
Representative. 5
5.2. Trustee's Power to Defer Division or Distribution. 6
5.3. Disposition of Remaining Trust Estate.. 6
(c) Emily A. Cook Separate Share Trust. 7

Article Six: Dispositive Provisions of Trusts Created After Settlor's Death 7
6.1. Spendthrift Clause. 7
6.2. Administration of Generation-Skipping Trusts. 8

Article Seven: Trustee 10
7.1. Successor Trustees. 10
7.2, Definition of Trustee. 10
7.3. Cotrustee May Delegate Acts to Other Cotrustee. ll
7.4. Removal and Replacement of Trustee. 11
7.5, Release of Information re: Determination of Incapacity........... 11
7.6. Consent to Representation of Successor Trustee by Settlor's Attorney.. 12
7.7. Waiver of Bond. 12
7.8. Compensation of Individual Trustees. 12
7.9. Procedure for Resignation. 12
7.10. General Powers of Trustee. 13
7,11, Power to Retain Trust Property. 15
7.12. Trustee's Power to Invest Trust Property. 15
7.13. Power Over Unproductive Property. 15
7.14. Power to Operate Business. 15
7.15. Power to Operate Farm or Ranch. 16
7.16. Power to Self-Deal. 17
7.17. Power to Combine Trust Assets. 17
7.18. Early Teriuination of Trusts. 17
7.19. Division or Distribution in Cash or Kind. 18
7.20. Payments to Legally Incapacitated Persons. 18
7.21. Trustee's Liability. 19
7.22. Written Notice to Trustee. 19
7,23. Duty to Account. 19

Article Eight: Concluding Provisions 19
8.1. Perpetuities Savings Clause.. 19
8.2. Simultaneous Death. 20
8.3. No-Contest Clause. 20
8.4. Intentional Omission. 21
8.5. Definitions of Death Taxes, Debts, and Expenses. 21
8.6, Definition of Education. 22
8.7, Captions. 22
8.8. Severability Clause. . 22
8.9. California Law to Apply. 23

Article Nine: Signature and Execution 23
9.1. Execution. 23
The
Richard M. Foster Revocable Living Trust dated March 19, 2015

1. Article One: Creation of Trust

1.1. Declaration. Richard M. Foster of Sacramento County, California, who is

herein referred to as "the settlorn or "the trustee," depending on the context, hereby declares

that Richard M. Foster holds certain property (the "trust estate") in trust, to be held,

administered, and distributed according to the terms of this instrument.

1.2. Names of Trusts. The trusts created by this instrument shall be known

collectively as the Richard M. Foster Revocable Living Trust dated March 19, 2015, and

each separate trust created under this instrument shall be referred to by adding the name or

designation of that separate trust as it appears in the appropriate section of this instrument.

1.3. Effective Date. This declaration shall be effective immediately on execution by

all the parties.

1.4. Marital Status. The settlor is not currently married.

1,5. Definitions of Child, Children, and Issue. As used in this instrument, the

terms "child" and "children" refer to all persons referred to in California Probate Code

Section 26, as in effect at the time of execution of this instrument, and the term "issue"

refers to all persons referred to in California Probate Code Section 50, as in effect at the

time of execution of this instrument.

The Richard M. Foster Revocable Living Trust

Page 1 of24 Pages
2. Article Two: Trust Estate

2.1. Definition of Trust Estate. All property subject to this instrument from time to

time is referred to as the "trust estate" and shall be held, administered, and distributed as

provided in this instrument, The trustee shall hold, administer, and distribute the property

described in the Schedule of Trust Assets (which is attached hereto and made a part of this

trust instrument), any other property that may be hereafter subject to this trust, and the

income and proceeds attributable to all such property, in accordance with the provisions of

this instrument.

2.2. Additions to Trust. From time to time, the trustee may accept additions to this

trust from any source or, in the trustee's sole and absolute discretion, refuse or disclaim any

additional property if the trustee believes for any reason that the addition may not be in the

best interest of the beneficiaries or of the trust estate or would unreasonably increase risks of

liability to the trustee. Any addition shall become a part of the trust estate only on written

acceptance by the trustee. From the time of the acceptance, the addition shall be held,

administered, and distributed in accordance with the terms of this instrument.

3. Article Three: Rights aud Powers of Settlor

3.1. Power of Revocation and Amendment. Any trust created by this instrument

may be amended, revoked, or terminated by the settlor, in whole or in part, at any time

during the settlor's lifetime. After the settlor's death, any trust created by this instrument

The Richard M. Foster Revocable Living Trust

Page 2 of 24 Pages
shall be irrevocable and not subject to amendment,

3.2. Method of Revocation or Amendment. Any amendment, revocation, or

termination of any trust created by this instrument shall be made by written instrument signed

by the settlor and delivered to the trustee. An exercise of the power of amendment

substantially affecting the duties, rights, and liabilities of the trustee shall be effective only if

agreed to by the trustee in writing.

3.3. Delivery of Property After Revocation. After any revocation or termination,

the trustee shall promptly deliver the designated property to the settlor.

3.4. Trustee's Retention of Assets on Revocation. In the event of any revocation

of all or part of the trust, the trustee shall be entitled to retain sufficient assets to reasonably

secure the payment of liabilities the trustee has lawfully incurred in administering the trust

and any fees that have been earned by the trustee, until such time as those liabilities have
C.'een discharged and fees paid, unless the settlor indemnifies the trustee against loss or

expense,

3.5. Settlor's Power to Borrow From Trust Estate. Notwithstanding any other

provision in this instrument, during the settlor's lifetime, the settlor may borrow from the

income or principal of the trust estate, with or without security, such amounts on such terms

as the settlor specifies in a signed writing filed with the trustee.

3.6. Exercise of Rights and Powers of Settlor By Others. Any right or power that

the settlor could exercise personally under the terms of this instrument, EXCLUDING any

potver to amend, revoke, or terminate any trust created by this Instrument, may be exercised

The Richard M. Foster Revocable Living Trust

Page 3 of 24 Pages
for and in behalf of the settlor by any attorney in fact who, at the time of the exercise, is
: 'r

duly appointed and acting for the settlor under a valid and enforceable durable power of

attorney executed by the settlor under the Uniform Durable Power of Attorney Act, or any

successor statute.

4. Artide Four: IXistributious During Settior's Life
4.1. Payment of Income During Settlor's Life. So long as the settlor is living, the

trustee shall pay to or apply for the benefit of the settlor all of the net income of the trust, in

monthly or other convenient installments (but not less often than annually) as the settlor and

the trustee may agree on from time to time.

4.2. Distributions of Principal During Settlor's Lifetime. From time to time

C..! during the settlor's lifetime, the trustee shall distribute to or apply for the benefit of the

settlor as much of the principal of the trust as the trustee, in the trustee's discretion, deems

proper for the settlor's comfort, welfare, and happiness. In exercising discretion, the trustee

shall give the consideration that the trustee deems proper to all other income and resources

then readily available to the settlor for use for these purposes and that are then known to the

trustee. All decisions of the trustee regarding payments under this section, if any, are within

the trustee's discretion and shall be final and incontestable by anyone.

4.3. Distributions of Principal at Request of Settlor. During the settlor's lifetime,

the trustee shall distribute to the settlor such amounts from the principal of the trust, up to

the whole thereof, as the settlor may from time to time request of the trustee in writing.

The Richard M. Foster Revocahle Living Trust

Page 4 of 24 Pages
4.4. Requests in Behalf of the Settlor Unable to Do So Personally. If, at any

time, the settlor is unable personally to make a request of the trustee to withdraw principal of

the trust, the settlor's right to make the request may be exercised for or in the settlor's behalf

by an attorney in fact who, at the time of the exercise, is duly appointed and acting for the

settlor under a valid and enforceable durable power of attorney executed by the settlor under

the Uniform Durable Power of Attorney Act, or any successor statute. If there is no such

attorney in fact, then the trustee shall have the discretion to make any principal distribution

to or for the benefit of the settlor that the settlor could have requested personally if the

settlor were able to do so. In making any principal distribution under this section (whether

pursuant to a request by an attorney in fact or not), the trustee shall pay as much of the

principal as the trustee, in the trustee's discretion, deems necessary for the settlor's health,

education, support, and maintenance. The trustee shall have discretion to determine when
C
J

the settlor is unable personally to request principal payments from the trustee for purposes of

this section.

5. Article Ave: Distributions After Settlor's Death

5.1. Payment of Death Taxes, Debts, and Expenses on Statement From Personal

Representative. After the settlor's death, on receipt by the trustee of a written statement

from the personal representative of the settlor's estate requesting that the trustee pay death

taxes, debts, and expenses (as defined in Article Eight), with respect to any property in the

settlor's estate, the trustee shall pay, either directly or to the personal representative, any

amounts requested by the personal representative for those purposes, in the manner specified

The Richard M. Foster Revocable Living Trust

Page 5 of 24 Pages
below, The trustee may rely on the personal representative's statement and shall not be

liable for any act or omission by the personal representative in protesting or failing to protest

the legality, propriety, or amount of the death taxes, debts, or expenses. If there is no

personal representative, the trustee shall make the payments directly. Payments of debts and

expenses shall be made by the trustee from the trust estate. All death taxes payable by

reason of the settlor's death shall also be paid by the trustee from the trust estate. The

trustee shall not pay death taxes, debts, and expenses or other obligations of the settlor or the

settlor's estate from proceeds of insurance policies on the settlor's life if making those

payments would be the sole cause of the proceeds being includable in the settlor's gross

estate for federal estate tax purposes.

5.2. Trustee's Power to Defer Division or Distribution. Whenever the trustee is

directed to divide any part of the trust estate or distribute trust assets on the death of the

settlor, the trustee may, in the trustee's discretion, defer actual division or distribution for a

period not exceeding six (6) months after the settlor's death. The ability of the trustee to

delay division or distribution shall not affect the vesting of interests, which shall be as of the

date of death.

5.3. Disposition of Remaining Trust Estate. On the settlor's death, the remaining

trust estate shall be disposed of as follows:

(a) To Sharon Allen, FIFTY PERCENT (50%), outright. In the event Sharon
Allen fails to survive the death of the settlor, the share created for the
deceased beneficiary shall be distributed to Emily A. Cook, in trust, to be
held, administered, and distributed by the trustee as a separate trust, pursuant
to the terms and conditions of the Emily A. Cook Separate Share Trust.

The Richard M. Faster Revocabl«Liviug Trust

Page 6 of 24 Pages
(b) To Emily A. Cook, FIFTY PERCENT (50%), in trust, to be held,
administered, and distributed by the trustee as a separate trust, pursuant to the
terms and conditions of the Emily A, Cook Separate Share Trust. In the event
Emily A. Cook fails to survive the death of the settlor, the share created for
the deceased beneficiary shall be distributed to Sharon Allen, outright.

(c) Emily A. Cook Separate Share Trust. Each portion or share of the trust
estate, or of the trust property of any other trust created by this trust
instrument, that is allocated to a Separate Share Trust for the benefit of Emily
A. Cook, the beneficiary, (as defined in subsection (a), below) shall be held,
administered, and distributed by the trustee as a separate trust, as follows:

(I) Beneficiary. The beneficiary of this trust is Emily A. Cook, the
individual for whom this trust is created, pursuant to the other provisions of
this trust instrument.

(2) Discretionary Payments. At any time or times during the trust
term, the trustee shall pay to or apply for the benefit of the beneficiary so
much of the ne( income and principal of the trust as the trustee deems proper
for that beneficiary's health, education, support, and maintenance. In
exercising discretion, the trustee shall give the consideration that the trustee
deems proper to all other income and resources that are known to the trustee
and that are readily available to the beneficiary for use for these purposes. All
decisions of the trustee regarding payments under this subsection, if any, are
within the trustee's discretion and shall be final and incontestable by anyone.
The trustee shall accumulate and add to principal any net income not
distributed.

(3) Distribution on Termination. The trust shall terminate on the death
of the beneficiary. When the trust terminates on the death of the beneficiary,
the trustee shall distribute the trust property to Sharon Allen.

(4) Final Disposition. If the trust property is not completely disposed
of by the preceding provisions, the undisposed of portion shall be distributed
outright to the settlor's heirs.

6. Article Six: Dispositive Provisions of Trusts Created After Settlor's
Death
6.1. Spendthrift Clause. The interests of the beneficiaries under this instrument are

not transferable by voluntary or involuntary assignment or by operation of law, and shall be

The Richard M. Foster Revocable Living Trust

Page 7 of 24 Pages
free from the claims of creditors and from attachment, execution, bankruptcy, and other legal
.'I

process, to the maximum extent permitted by law. If any such transfer is made or attempted

by or against any beneficiary, all further trust payments of income or principal or both to

that beneficiary (and any right of that beneficiary to such payments) shall be suspended for a

period of time or indefinitely (but in no case for longer than the term of the trust) as the

trustee determines. In lieu of payments to that beneficiary, the trustee may apply so much of

the trust income or principal or both to which the beneficiary would otherwise be entitled as

the trustee deems necessary for the beneficiary's education and support. All trust income (to

which the beneficiary would otherwise be entitled) not so applied shall in the discretion of

the trustee be accumulated and added to trust principal at such time or times as the trustee

deems proper,

6.2. Administration of Generation-Skipping Trusts. The provisions of this section

apply to any trust under this instrument that is created on the settlor's death and in which

there is property that is or may become subject to the federal generation-skipping transfer

tax;

(a) Allocation of Exemption to Part of Trust. On written notification by the
settlor's executor that the executor intends to allocate any part of the
generation-skipping transfer tax exemption that is available to the settlor under
Internal Revenue Code Section 2631(a) to some but not all of the property in
any trust to which this section applies, the trustee shall divide that trust into
two separate trusts, to be designated as the Exempt Trust and the Nonexempt
Trust. The Exempt Trust shall contain the share of the property of that trust
equal in value to the amount of the generation-skipping transfer tax exemption
that the executor intends to allocate to the trust and shall have an inclusion
ratio of zero (0) for federal generation-skipping transfer tax purposes. The
Nonexempt Trust shall contain the balance of the property of that trust and
shall have an inclusion ratio of one (I) for federal generation-skipping transfer

The Richard M. Faster Revncabie Living Trust

Page 8 of 24 Pages
tax purposes. Property allocated to the Exempt Trust must be fairly
representative of the net appreciation or depreciation of aH property held in the
trust in question prior to its division pursuant to this section measured from the
date of death to the date of payment. It is the settlor's intention that the
executor then actually allocate the generation-skipping transfer tax exemption
to the Exempt Trust and not to the Nonexempt Trust. The trustee shall not be
liable for relying on the written instructions of the executor when acting in
accordance with the provisions of this subsection.

(b) Method of Allocation. In allocating assets between the Exempt Trust and
Nonexempt Trust for purposes of this section, the trustee shall allocate the
trust assets between the Exempt Trust and Nonexempt Trust in cash or in
kind, or partly in each, on a pro rata or non pro rata basis, and in undivided
interests or not. If the allocation is not made within 15 months from the date
of the settlor's death, the trustee shaH pay interest, at the legal rate, from the
date of the settlor's death to the date of distribution. For purposes of
allocation under this section, assets shall be valued at their values on the date
or dates of distribution.

(c) Allocation or NonaHocation of Exemption to Entire Trust. Regardless of
whether subsection (a) of this section applies, if the amount of the settlor's
generation-skipping transfer tax exemption actually allocated by the executor to
a trust to which this section applies is equal to the value of the property of that
trust so that the entire trust has an inclusion ratio of zero (0) for federal
generation-skipping transfer tax purposes, the entire trust shall be referred to
as the Exetnpt Trust. On the other hand, if no part of the settlor's
generation-skipping transfer tax exemption is actually allocated to the trust by
the settlor's executor so that the entire trust has an inclusion ratio of one (I)
for federal generation-skipping transfer tax purposes (or if the settlor is not the
transferor of that trust for generation-skipping transfer tax purposes), the entire
trust shall be referred to as the Nonexempt Trust.

(d) Trust Distributions. The trustee may, but is not required to, administer
the trusts under this instrument to which this section applies in such a manner
that distributions made during the trust terms to "skip persons" (as defined in
Internal Revenue Code Section 2613(a) or any equivalent successor statute) are
made from Exempt Trusts, and distributions made during the trust terms to
"non-skip persons" (as defined in Internal Revenue Code Section 2613(b) or
any equivalent successor section) are made from Nonexempt Trusts.

(e) Trustee's Power to Petition Court to Amend Nonexempt Trust. If the
trustee determines that the burdens of generation-skipping transfer taxes,

The Richard M. Foster Revocahie Living Trust

Page 9 of 24 Pages
income taxes, and death taxes on a Nonexempt Trust, the settlor's estate, or
the beneficiaries of that trust would be reduced, the trustee may petition the
court to amend the trust to grant to one or more trust beneficiaries who are
non-skip persons in a generation below the settlor a general testamentary
power of appointment over all or a specified portion of that Nonexempt Trust,
Any power to amend the trust is within the discretion of the court, and the
preceding sentence shall not be construed to give the trustee any power that the
trustee does not already have under California trust law to petition the court
under the appropriate circumstances, nor shall it be construed to limit the
power of the trustee or any beneficiary under California trust law to petition
the court under the appropriate circumstances,

(I) Purpose of Section. The purpose of this section is to allow the trustee to
administer the trusts so as to decrease the amount of generation-skipping
transfer taxes owed on generation-skipping transfers from the trusts. The
trustee shall balance that consideration against any other tax and nontax
considerations, and may disregard the generation-skipping transfer tax
consequences to the extent that the trustee determines that doing so will allow
the trustee to carry out the settlor's intentions in creating the trusts. All
decisions of the trustee under this subsection are within the trustee's discretion
and shall be final and incontestable by anyone.

(g) Amendment of Trust to Reflect Changes in Tax Law. If, in the judgment
of the executor or the trustee, at any time after the execution of this trust
instrument, any statute, regulation, court decision, or administrative ruling
imposes different or additional requirements on the trust in connection with the
generation-skipping transfer tax the executor or the trustee may petition the
court to amend the terms of the trust to meet those requirements and achieve
the purpose of this section.

7. Article Seven: Trustee

7.1. Successor Trustees. Upon the death of the settlor-trustee, or if, for any reason,

the settlor-trustee ceases to act as trustee, Lisa J. Berg shall be successor trustee. If, for any

reason, Lisa J. Berg fails or ceases to act as trustee, Christina L. Griffiths shall be successor

trustee.

7.2. Definition of Trustee. Reference in this instrument to "the trustee" shall be

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deemed a reference to whoever is serving as trustee or cotrustees, and shall include alternate

or successor trustees or cotrustees, unless the context requires otherwise.

7.3. Cotrustee May Delegate Acts to Other Cotrustee. Any cotrustee may, from

time to time, delegate to the other cotrustee routine acts of trust administration and may

establish bank or other accounts for the trust that will honor the signature of one or of either

cotrustee.

7.4. Removal and Replacement of Trustee. The settlor shall have the power, at

any time and for any reason, with or without cause, to remove any trustee acting under this

instrument, and notwithstanding any other provision of this instrument, designate another

trustee to replace the removed trustee. Removal shall be effected by giving a written notice

of removal to the trustee to be removed and to the designated successor. The removal shall

become effective on the delivery to the settlor of a written acceptance of the trust by the

successor trustee, and the settlor shall promptly notify the trustee being removed of the

receipt of that acceptance.

7.5. Release of Information re: Determination of Incapacity. When in the

process of determining a Grantor's, Settlor's or Trustee's incapacity, all individually

identifiable health information and medical records, medical and character information, any

individually identifiable financial information, nonpublic personal information and nonpublic

personal financial information, without restriction, limitation or condition, may be released to

the person who is nominated as Trustee or Successor Trustee, to include any written opinion

relating to the Grantor's, Settlor's or Trustee's incapacity, that the person so nominated may

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have requested. This release authority applies to any information governed by the
G Health Insurance PortabiTity and AccountabiTity Act of 1996 (aka HIPAA), 42 USC

1320d and 45 CFR 160-164, The Gramm-Leach-Bliley Act (aka GLBA) and the

Insurance Information and Privacy Protection Act (IIPPA), CIC Sec. 791-791.27 &

State Regulations CCR 2689.1-2689.24, and applies even if that person has not yet been

appointed Successor Trustee.

7.6. Consent to Representation of Successor Trustee by Settlor's Attorney. I

give my effective informed consent to the representation of my designated successor

Trustee(s) by my attorney who represented me in the establishment and execution of this

trust.

7.7. Waiver of Bond. No bond or undertaking shall be required of any individual

who serves as a trustee under this instrument.
r

7.8. Compensation of Individual Trustees. Each individual who is a trustee under

this instrument shall be entitled to reasonable compensation for services rendered, payable

without court order,

7.9. Procedure for Resignation. Any trustee may resign at any time, without

giving a reason for the resignation, by giving written notice, at least thirty (30) days before

the time the resignation is to take effect, to the settlor, if living, to any other trustee then

acting, to any persons authorized to designate a successor trustee, to all trust beneficiaries

known to the trustee (or, in the case of a minor beneficiary, to the parent or guardian of that

beneficiary) and to the successor trustee. A resignation shall be effective on written

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acceptance of the trust by the successor trustee.
C'.10. General Powers of Trustee. To carry out the purposes of the trusts created

under this instrument, and subject to any limitations stated elsewhere in this instrument, the

trustee shall have all of the following powers, in addition to all of the powers now or

hereafter conferred on trustees by law:

(a) With or without court authorization, sell (for cash or on deferred
payments, and with or without security), convey, exchange, partition, and
divide trust property; grant options for the sale or exchange of trust property
for any purpose, whether the contract is to be performed or the option is to be
exercised within or beyond the term of the trust; and lease trust property for
any purpose, for terms within or extending beyond the expiration of the trust,
regardless of whether the leased property is commercial or residential and
regardless of the number of units leased.

(b) Engage in any transactions with the personal representative of the estate of
the settlor that are in the best interest of any trusts created in this instrument.

(d) Subdivide or develop land; make or obtain the vacation of plats and adjust
boundaries, or adjust differences in valuation on exchange or partition by
giving or receiving consideration; and dedicate land or easements to public use
with or without consideration.

(e) Make ordinary or extraordinary repairs or alterations in buildings or other
trust property, demolish any improvements, raze existing party walls or
buildings, and erect new party walls or buildings, as the trustee deems
advisable.

(f) Employ and discharge agents and employees, including but not limited to
attorneys, accountants, investment and other advisers, custodians of assets,
property managers, real estate agents and brokers, and appraisers, to advise
and assist the trustee in the management of any trusts created under this trust
instrument, and compensate them from the trust property.

(g) With respect to securities held in trust, exercise all the rights, powers, and

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privileges of an owner, including, but not limited to, the power to vote, give
proxies, and pay assessments and other sums deemed by the trustee necessary
for the protection of the trust property; participate in voting trusts, pooling
agreements, foreclosures, reorganizations, consolidations, mergers, and
liquidations, and, in connection therewith, deposit securities with and transfer
title to any protective or other committee under such terms as the trustee
deems advisable; exercise or sell stock subscription or conversion rights; and
accept and retain as investments of the trust any securities or other property
received through the exercise of any of the foregoing powers.

(h) Hold securities or other trust property in the trustee's own name or in the
name of a nominee, with or without disclosure of the trust, or in unregistered
form, so that title may pass by delivery.

(i) Deposit securities in a securities depository that is either licensed or
exempt from licensing.

(j) Borrow money for any trust purpose from any person or entity, including
one acting as trustee hereunder, on such terms and conditions as the trustee
deems advisable, and obligate the trust for repayment; encumber any trust
property by mortgage, deed of trust, pledge, or otherwise, whether for terms
within or extending beyond the term of the trust, as the trustee deems
advisable, to secure repayment of any such loan; replace, renew, and extend
any such loan or encumbrance; and pay loans or other obligations of the trust
deemed advisable by the trustee.

(k) The trustee shall have the power to loan money to any person, including a
trust beneficiary, or the estate of a trust beneficiary, at interest rates and with
or without security as the trustee deems advisable.

(l) Procure and carry, at the expense of the trust, insurance in such forms and
in such amounts as the trustee deems advisable to protect the trust property
against damage or loss, and to protect the trustee against liability with respect
to third persons.

(m) Enforce any obligation owing to the trust, including any obligation
secured by a deed of trust, mortgage, or pledge held as trust property, and
purchase any property subject to a security instrument held as trust property at
any sale under the instrument.

(n) Extend the time for payment of any note or other obligation held as an
asset of, and owing to, the trust, including accrued or future interest, and

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extend the time for repayment beyond the term of the trust.

(o) Pay or contest any claim against the trust; release or prosecute any claim
in favor of the trust; or, in lieu of payment, contest, release, or prosecution,
adjust, compromise, or settle any such claim, in whole or in part, and with or
without consideration.

(p) At trust expense, prosecute or defend actions, claims, or proceedings of
whatever kind for the protection of the trust property and of the trustee in the
performance of the trustee's duties, and employ and compensate attorneys,

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Complaint,Petition: In Re the Richard M Foster Rev Living Trust

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Complaint,Petition: In Re the Richard M Foster Rev Living Trust

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