You are on page 1of 21

THE FIRST AMENDMENT TO THE ELVIN R.

MEEK

FAMILY TRUST

ORIGINAL

THE ELVIN R. MEEK FAMILY TRUST

Elvin R. Meek, as the settlor of the Elvin R. Meek Family Trust, established on June 14, 1996, declares that this is the First Amended Declaration of Trust of said Trust. It is the intent of the Settlor to republish and restate the Elvin R. Meek Family Trust as of this date as follow:

ARTICLE ONE: TRUSTEES

A. EL YIN R. MEEK (called the settlor or a trustee, depending on the context and

sometimes referred to as spouse) declares that he has set aside and holds in trust the property described in Schedule A attached to this instrument, and that he has appointed EL YIN R. MEEK and ELIZABETH A. MEEK as Trustees of this Trust.

B. On the death, resignation, or incapacity of either EL YIN R. MEEK or ELIZABETH

A. MEEK, the other shall become sole trustee. During any period that the settlor serves as sole trustee of any trust under this instrument, that trustee shall have the power to appoint an additional trustee to act as co-trustee for any trust. Any appointment of co-trustee (and revocation of appointment) shall be made in a written instrument signed by the settlor. The appointment of a cotrustee becomes effective on the new co-trustee's written acceptance of the trust and the delivery of the acceptance to the settlor.

C. If at any time both trustees named in the first paragraph of this Article for any

reason fail to qualify or cease to act as trustees, the following shall act as successor Trustees in the order named: The Bank of Hawaii, Trust Department, located in Honolulu, Hawaii.

D. Notwithstanding the preceding paragraph, each person designated or acting from

time to time as a trustee of any trust(s) established by this instrument shall have the power to designate successor trustees to act when he or she becomes unable or unwilling to act as successor trustee(s) of the trust(s). Any person acting as trustee of any trust may from time to time revoke any designation of any successor to himself or herself not named in this trust and designate other persons as successor trustee(s) to him or her. All designations or revocations shall be exercised in writing and are effective on delivery to the trustee and adult beneficiaries of the trust( s) for which they are designated.

ARTICLE TWO: TRUST ESTATE

A. All property subject to this instrument from time to time including the property

listed in Schedule A is referred to as the trust estate and shall be held, administered, and distributed according to this instrument.

B. Other property acceptable to the trustees may be added to these trusts by any person,

by the Will or Codicil of either settlor, by the proceeds of any life insurance, or otherwise.

ARTICLE THREE: DISTRIBUTIONS TO SETTLOR

A. During the Settlor's lifetime, the trustees shall pay to or apply for the benefit of the

Settlor and the Settlor's spouse as much of the net income of the trust estate as the Settlor or the Settlor's spouse demands in quarter-annual or more frequent installments, and shall accumulate and add to principal any non-distributed net income.

B. If the trustees consider the net income insufficient to provide for the Settlor and his

spouse and the proper health, education, support, maintenance, comfort and welfare of each in accordance with the standard of living that both enjoy at the date of this instrument, the trustees shall pay to or apply for their benefit as much of the principal of the trust estate as is necessary in the trustees' discretion for these purposes without taking into consideration other funds and assets available to the Settlor and his spouse held free of this trust.

ARTICLE FOUR: INCAPACITY OF SETTLOR

A. If at any time, either in the trustees' discretion or as certified in writing by two

licensed physicians not related by blood or marriage to either settlor or any beneficiary of this trust, either spouse has become physically or mentally incapacitated, whether or not a court of competent jurisdiction has declared him or her incompetent or mentally ill or has appointed a conservator, the trustees shall pay to the other spouse or apply for the benefit of either settlor the amounts of net income and principal necessary in the trustee's discretion for the proper health, support (including income tax liabilities) and maintenance of both spouses in accordance with their accustomed manner of living at the date of this instrument until the incapacitated settlor, either in the trustee's discretion or as certified by two licensed physicians not related by blood or marriage to either settlor or any beneficiary of this trust, is again able to manage his or her own affairs, or until the earlier death of either spouse. The non-incapacitated spouse may also withdraw, from time to time,

accumulated trust income and principal of community property.

B. If a conservator of the person or estate is appointed for either spouse, the trustee

shall take into account any payments made for either settlor's benefit by such conservator.

ARTICLE FIVE: PAYMENTS TO OTHERS

The Settlor may at any time direct the trustees in writing to pay single sums or periodic payments out of the trust estate to any other person or organization, provided that such sums shall first be paid to the Settlor or to a non-trust account of the Settlor out of the trust and only then paid over to the other person(s) or organization(s).

The settlor who has contributed separate property may direct the trustees in writing to pay single sums or periodic payments out of that separate property to any other person or organization in the manner described above.

The settlor's power to so direct the trustees shall be personal to the settlor, except that this power may be exercised by an attorney in fact pursuant to a Power of Attorney or a duly qualified conservator to the extent that payments to one or more of the conservatee's issue qualify for the annual federal gift tax exclusion. Any such payments to conservatee's issue shall be made only in a manner consistent with the stated desires of the conservatee.

ARTICLE SIX:

SURVIVOR'S TRUST, MARITAL TRUST AND EXEMPTION TRUST

A. Division into Three Trusts at First Settlor's Death The first spouse to die shall be

called the deceased spouse, and the living spouse shall be called the surviving spouse. On the deceased spouse's death, the trustees shall divide the trust estate, including any additions made to the trust by reason of the deceased spouse's death, such as from the decedent's Will or life insurance policies on the decedent's life, into three separate trusts designated the survivor's trust, the marital trust and the exemption trust.

B. Deferral of Division or Distribution. Whenever the trustees are directed to make a

distribution of trust assets or a division of trust assets into separate trusts or shares on a spouse's death, the trustees may, in the trustees' discretion, defer that distribution or division until six months

after the spouse's death.

When the trustees defer distribution or division of the trust assets, the deferred division or distribution shall be made as if it had taken place at the time prescribed in this instrument in the absence of this paragraph, and all rights given to the beneficiaries of those trust assets under other provisions of this instrument shall be considered to have accrued and vested as of that prescribed time.

C Survivor's Trust The survivor's trust shall consist of the surviving spouse's separate

property that is a part of the trust estate and the surviving spouse's interest in the Settlor's community estate included in or added to the trust estate in any manner, including any undistributed or accrued income on it.

D. Exemption Trust: Marital Deduction as Residual Amount The exemption trust

shall consist of a pecuniary amount equal to the maximum sum that can be allocated to a trust that does not qualify for the federal estate tax marital deduction to any extent, utilizing the deceased spouse's unified credit to the fullest extent possible so as to minimize or not produce any federal estate tax, after taking into account:

(1) All available deductions taken in determining the estate tax payable by reason of the

deceased spouse's death;

(2) All credits allowed for federal tax purposes, provided that no credit shall result in

the disallowance of the marital deduction;

(3) The net value of all other property included in the gross estate of the deceased

spouse, whether or not it is given under this instrument and whether it passes at the time of the deceased spouse's death or has passed before the deceased spouse's death to any person, trust, or other entity, so that it is included in the deceased spouse's gross estate and does not qualify for the federal estate tax marital deduction. In determining the amount of the exemption trust, however, any disclaimers by the surviving spouse shall be disregarded.

The marital trust shall consist of the balance of the trust estate. All state death taxes and unclaimed administration expenses attributable in whole or in part to the survivor's trust shall be paid from the exemption trust (regardless of any other provision either in this instrument or by applicable law allocating administration expenses or taxes). The term "unclaimed administration expenses" means administration expenses, described in Internal Revenue Code sections 2053(a)(2), 2053(b), that are eligible for deduction on the federal estate tax return, but that are not deducted on

that return because they are claimed as income tax deductions.

The trustee shall satisfy the amount so determined in cash or in kind, or partly in each, and shall allocate to the exemption trust any assets of the deceased spouse contributed or added to the trust that are not eligible for the federal estate tax marital deduction. Assets allocated in kind shall be considered to satisfy this amount on the basis of their net fair market values at the date or dates of allocation to the exemption trust.

Assets qualifying for the federal estate tax marital deduction shall be transferred to the survivor's trust only to the extent that the transfer reduces the federal estate tax otherwise payable by reason of the deceased spouse's death. No assets for which a credit for foreign death taxes is allowed under the federal estate tax law applicable to the deceased spouse's estate shall be allocated to the marital trust, unless that estate contains sufficient other property to fully fund the marital trust. The trustee shall select property to satisfy the pecuniary amount constituting the exemption trust, so that any appreciation or depreciation that has occurred in the value of trust property between the applicable valuation date and the date of allocation shall be fairly apportioned between the marital trust and the exemption trust.

E. Savings Clause. It is the settlor's intention to have the marital trust qualify for the

marital deduction under Internal Revenue Code Section 2056 and the regulations pertaining to that section or any corresponding or substitute provisions applicable to the trust estate. In no event shall the trustees take any action or have any power that will impair the marital deduction, and all provisions regarding marital trust shall be interpreted to conform to this primary objective.

ARTICLE SEVEN: EXPENSES AND DISTRIBUTIONS AT FmST DEATH

A. Expenses. On the deceased spouse's death, the trustee, in the trustee's discretion,

may payout of the trust estate the deceased spouse's debts outstanding at the time of his or her death and not barred by the statute of limitations, Statute of Frauds, or any other provision of law; the federal or state estate and inheritance taxes, including interest and penalties, attributable to the trust estate arising because of the deceased spouse's death; the last-illness and funeral expenses of the deceased spouse; attorneys' fees; and other costs incurred in administrating the deceased spouses probate estate. Any payments for estate or inheritance taxes shall be charged to the exemption trust without apportionment or charge against any beneficiary of the trust estate or any transferee of property passing outside of the trust estate. Payments for last-illness, funeral, and other administration costs shall be charged to the exemption trust, and if the exemption trust is

insufficient, to the marital trust, provided however, administration costs allocable to the surviving spouse's share of the community property administered in the deceased spouse's estate shall be charged to the survivor's trust.

Payment of any deceased spouse's debts shall be made proportionately from the property of the trust estate as such property shall be liable for the debts.

B. Survivor's Trust. From the time of the deceased spouse's death, the trustee shall

pay to or apply for the benefit of the surviving spouse the net income of the survivor's trust in quarter-annual or more frequent installments.

If the trustee considers such income insufficient, the trustee shall also pay to or apply for the benefit of the surviving spouse any sums from the principal of the survivor's trust that the trustee, in the trustee's discretion, considers necessary for the surviving spouse's proper health, education, welfare, comfort, support and maintenance.

c. Marital Trust· Distribution of Income and Principal; QTIP Provisions From the

time of the deceased spouse's death, the entire net income of the marital trust shall be paid to the surviving spouse, during the surviving spouse's entire lifetime, in quarter-annual or other convenient installments, but no less frequently than annually.

Besides the net income, the trustee shall pay to or apply for the surviving spouse's benefit as much of the principal of the trust estate, up to and including the whole of the estate, as the trustee considers necessary for the surviving spouse's health, education, support and maintenance in accordance with the standard ofliving that the surviving spouse enjoyed on the date of the deceased settlor's death. In exercising this discretion, the trustee shall consider the surviving spouse's other resources available for these purposes and held free of this trust, excluding the personal residence and tangible personal property held for the surviving spouse's use.

D. Marital Trust Property Required to be Productive The surviving spouse shall have

the power to compel the trustee to dispose of any assets in the marital trust that fail to provide a reasonable income to the surviving spouse as income beneficiary.

E. Accumulated but Undistributed QIIP Income at Surviving Spouse's Death On the

surviving spouse's death, any marital trust income accumulated from the date of last income distribution through the date of the surviving spouse's death shall be distributed to the surviving spouse's estate.

F. Distribution of Principal and Income of Exemption Trust On the deceased spouse's

death, the trustee shall pay to or apply for the benefit of the surviving spouse and/or the Settlor's issue from the net income of the exemption trust all sums and in any portion that may be necessary, in the trustee's discretion, for their respective health, education, support and maintenance, in accordance with their accustomed standard of living at the date of the deceased spouse's death, in quarter-annual or more frequent installments. Any income not distributed shall be added to principal.

If the trustee considers the income insufficient, the trustee shall also pay to or apply for the benefit of the surviving spouse all sums from principal as the trustee in the trustee's discretion, considers necessary for the beneficiary'S proper health, education, support, and maintenance.

Payments from principal to the surviving spouse shall be made first from the survivor's trust until it is exhausted, and thereafter from the exemption trust, except that all or any part or those payments may be made from the exemption trust without exhausting the survivor's trust if the trustee considers it possible.

G. Authority to Pay Death Taxes. Except as otherwise specifically provided in this

instrument or in either settlor's will, federal estate taxes imposed on or by reason of the inclusion of any portion of the trust estate in the gross taxable estate of either settlor under the provisions of any federal tax law shall be paid by the trustee and charged to, pro-rated among, or recovered from the trust estate or the persons entitled to the benefits under these trusts as and to the extent provided by any applicable tax law or any pro-ration statute and subject to the prior application of the marital deduction and/or charitable deductions as appropriate. Except when otherwise specifically provided, state death taxes shall be paid and charged to the trust estate or deducted and collected as provided by law.

ARTICLE EIGHT: DISTRIBUTIONS ON DEATH OF SURVIVOR

A. Tennination of Survivor's Trust and Marital Trust On the surviving spouse's death,

if and to the extent that the surviving spouse shall not have effectively disposed of all property of the trust estate of the survivor's trust and the marital trust through a valid and effective exercise of a power of appointment, all of the remaining assets of these trust( s) shall be distributed to the thenacting trustees of the exemption trust to be added to and form part of the assets of the exemption trust and to be thereafter held, administered, and distributed as part of the exemption trust.

B. Surviving Spouse's Expenses. On the surviving spouse's death, and subject to any

power of appointment exercised by the survivor, the trustees may in the trustees' discretion payout of the principal of the survivor's trust, or if it has been exhausted, of the marital trust, or if it has been exhausted, of the exemption trust, the surviving spouse's debts outstanding at the time of his or her death and not barred by the statute of limitations, Statute of Frauds, or any other provisions of law; last-illness and funeral expenses; attorneys fees; other probate expenses; and estate and inheritance taxes, including interest and penalties arising on the surviving spouse's death.

C. Distribution of Trust Upon Death of Surviving Spouse. On the surviving spouse's death, the trustees shall distribute the entire principal of the trust and all accrued income free of trust to the following in equal shares to the following:

NANCY LORRAINE MEEK LUSLEY or to her issue MEL VIN RAY MEEK or to his issue

LOLA DEE MEEK or to her issue.

D. Distribution of Trust to Beneficiaries under the age of40 In the event that any

beneficiary of the Trust is under the age of 40 years at the date of the death of the Surviving Spouse, that beneficiary'S share of the trust shall continue to be held in trust, hereinafter described as the "Trust Estate," and administered according to the provisions that follow:

8.01 The Trust Estate. The "Trust Estate" shall consist of the following property

received by Trustee for administration under this Article 4 and the proceeds, investments, and

reinvestment of that property:

(a) Property received from Settlor's Executor;

(b) Insurance proceeds payable to Trustee by reason of Settlor's death;

(c) Payment to Trustee from any pension or profit-sharing plan, employee savings

plan, deferred compensation agreement, or other employee benefit plan; and

(d) Other property transferred to, and accepted by, Trustee.

8.02 Beneficiaries; Purposes. The beneficiary(s) of this Trust Estate shall be any

beneficiary ofthis trust under the age of 40 years, or that beneficiary'S issue. The trust purpose

shall be to provide for that beneficiary's health, support, maintenance and education.

8.03 Subsequent Diyision and Allocation. If such beneficiary dies before the termination of such trust or trusts leaving issue surviving, all of the remaining property of such trust or trusts shall then be apportioned by Right of Representation to separate trusts for his issue.

8.04 Distribution to Beneficiary.

8.04.1 To Accomplish Purpose. Trustee shall make such distributions as Trustee thinks are necessary to accomplish the trust purposes. Trustee shall be guided by the following

instructions:

(a) Distributions may be made to, or for the benefit of such beneficiary and each issue of a deceased beneficiary.

(b) Distribution shall be made out of net income to the extent available and the balance shall be made out of principal.

( c) In determining the amount of distributions, Trustee may consider and give effect to any and all resources and support available to each beneficiary from other

sources.

(d) Trustee is authorized to distribute more to one beneficiary than to another provided Trustee considers the age, condition of health, talents, and probable future needs of all of Settlor' issue.

( e) Trustee is authorized, but not required, to provide and maintain a home for those beneficiaries. If any person designated by the last to die of Settlor and Settlor's designees or by any court as the guardian of the person of one or more of such issue is willing to care for them in his or her own home, Trustee may make such payments to or other arrangements with the guardian as trustee from time to time

thinks necessary or desirable. This is to permit the guardian to supply housing and care without financial loss. Trustee may payor reimburse the guardian for all costs and expenses reasonably incurred in the performance of the guardian's duties and may compensate the guardian for service performed as guardian.

8.04.2 Additional and Financial Distribution. In addition to any distribution made to accomplish trust purposes, Trustee may distribute the property of the trust to any beneficiary at the time specified below or at such time the trustee, deems appropriate, in the trustee's absolute discretion, taking into consideration, the proper health, education, welfare, comfort, and lifestyle of the beneficiary(s) of the trust.

(a) If the beneficiary is a child of Settlor, it is the desire of the Settlor that such beneficiary shall receive sufficient income from the trust to pursue courses of study in higher education, to include four year colleges and universities and post-graduate studies so long as trustee is satisfied that the course of education is leading to a degree. Thereafter, Trustee is authorized to distribute principal to such child of Settlor's as the Trustee deems appropriate taking into consideration, such beneficiary's marital and employment status.

(b) If the Beneficiary is an issue of a child of Settlor, Trustee shall distribute such property;

(i) To that issue of a child when he or she reaches 40 years;

(ii) Ifthat issue of a child dies before 40 years, Trustee shall distribute such property by Right of Representation to that issue of a child's then living

issue, if

any, or, if none, by Right of Representation to the then living issue provided, if Trustee is holding property in trust for any such issue,

of Settlor;

that issue's

share shall be added to that trust.

8.05 Alternate Trust Beneficiaries. If property remains in any trust and no

specific directions are given for distributing the property, that trust shall terminate. Trustee shall

then distribute the property as if Settlor had died without a Will at such time and according to the

laws of descent and distribution of the State of California.

8.06 Rule Against Perpetuities. Any Trust which has not terminated at some

earlier date shall, in any event, terminate one day earlier than 21 years after the death of the last to

die of the beneficiaries living or conceived on the date of Settlor's death. Trustee shall then

distribute to the income beneficiary of that trust all of its remaining property.

8.07 Duties of Trustee.

8.07.1 Annual Accountings. After the end of each income tax year for each trust,

Trustee shall prepare a statement showing how the property of the trust is invested and all

transactions relating to the trust for the preceding tax year, with in sixty days after the end of the tax

year, Trustee shall furnish a copy of the Statement to each adult income beneficiary of the Trust.

8.07.2 Investment. In acquiring, investing, reinvesting, exchanging, selling, and

managmg the property of the trust, Trustee shall exercise the judgment and care, under the

circumstances then prevailing, which persons of prudence, discretion, and intelligence exercise in

the management of their own affairs, not in regard to speculation but in regard to the permanent

disposition of their funds. In determining the prudence of a particular investment, Trustee shall

consider the proposed investment or investment course of action in relation to all property of the

trust.

8.07.3 Income. If all the income of the trusts is not distributed during an income tax

year, the undistributed portion shall be added to principal.

ARTICLE NINE: REVOCATION OR AMENDMENT BY SETTLOR

A. Revocation During Settlor' Joint Lifetimes. During the Settlor' joint lifetimes, this

trust may be revoked in whole or in part: with respect to community property, by a written instrument signed by either settlor and delivered to the trustees and the other settlor; and with respect to separate property, by a written instrument signed by the settlor who contributed that property to the trust and delivered to the trustees. On revocation, the trustees shall deliver promptly to the Settlor or their designee all or the designated portion of the community property trust assets.

All community property delivered to the Settlor on revocation shall continue to be the community property of the Settlor and shall be held and administered as community property. On revocation, the trustees shall promptly deliver to the contributing settlor all or the designated portion of any separate property.

If the Settlor revoke this instrument entirely or with respect to a major portion of the assets which are subject to the instrument, the trustees shall be entitled to retain sufficient assets in the trust in such reasonable amounts to secure payment of liabilities the trustees have lawfully incurred in administering the trust, including trustee's fees that have been earned, unless the Settlor shall indemnify the trustees against loss or expense.

B. Amendment The Settlor may at any time during their joint lifetimes amend any

terms of this trust by written instrument signed by both Settlor and delivered to the trustees. No amendment shall substantially increase the trustees' duties or liabilities or change the trustees' compensation without the trustees' consent, nor shall the trustees be obligated to act under such an amendment unless the trustees accept it. If a trustee is removed as a result of refusal to accept an amendment, the Settlor shall pay to the trustee any sums due and shall indemnify the trustee against liability the trustee has lawfully incurred in administering the trust.

C. Revocation and Amendment by Surviving Spouse On the deceased spouse's death,

the surviving spouse may amend, revoke, or terminate the survivor's trust; but the exemption trust and marital trust may not be amended, revoked or terminated. On the surviving spouse's death, none of the trusts may be amended, revoked, or terminated. On revocation or termination of the survivor's trust, all of its assets shall be delivered to the surviving spouse.

If this instrument is revoked with respect to all or a major portion of the assets subject to the

instrument, the trustees shall be entitled to retain sufficient assets reasonably to secure payment of liabilities the trustees have lawfully incurred in administering the trust, including trustee's fees that have been earned, unless the Settlor indemnify the trustees against loss or expense,

Revocation and amendment shall be made in the manner provided in Article Nine, paragraphs A and B.

ARTICLE TEN: COURT JURISDICTION

Probate Code sections 17000-17210, or any successor or substitute provisions of that code authorizing optional probate court jurisdiction over living trusts hereby are made expressly applicable to all trusts.

After the death of Settlor, only the trustees and any adult person entitled to current income distribution or to current distribution of income or principal at the trustees' discretion may invoke the court's jurisdiction.

A. To carry out the provisions of the trusts created by this instrument, and subject to

any additions or limitations stated elsewhere in this instrument, the trustees shall have the following powers besides those powers now or later conferred on trustees by law:

(1) To continue to hold any property, and to operate at the risk of the trust estate any

property or business that the trustee receives or acquires under the trust as long as the trustees deem advisable, the profits or losses therefrom to inure or be chargeable to the trust estate as a whole and not to the trustees;

(2) To manage, control, grant options on, sell (for cash or on deferred payments, with or

without security), convey, exchange, partition, divide, improve or repair trust property;

(3) To lease trust property for terms within or extending beyond the duration or the trust

and for any purpose, including exploration for and removal of gas, oil and other minerals; and to enter community oil leases, pooling and unitization agreements;

(4) To create restrictions easements and other servitudes on trust property;

(5) To compromise, submit to arbitration, abandon or otherwise adjust any claims or

litigation in favor of or against the trust;

(6) To commence or defend such litigation with respect to the trust or any property of

the trust estate as the trustees deem advisable, at the expense of the trust;

(7) To carry, at the expense ofthe trust, insurance of such kinds and in such amounts as

the trustees shall deem advisable both to protect the trust estate against any damage or loss, and to protect the trustees against liability with respect to third persons;

(8) To invest and reinvest all or any part of the trust estate in any common or preferred

stocks, shares of investment trusts and investment companies, money market funds, index funds, bonds, debentures, mortgages, deeds of trust, mortgage participations, notes, real estate, or other property that the trustees in the trustees' discretion select; to buy stocks or other securities on margin; and to buy or sell options, puts and calls. The trustees may continue to hold in the form in which received (or the form to which changed by reorganization, split-up stock dividend, or other like occurrence) any securities or other property the trustee may at any time acquire under this trust, it being the Settlor' express desire and intention that the trustees shall have full power to invest and reinvest the trusts funds without being restricted to forms of investment that the trustee may otherwise be permitted to make by law; and to consider individual investments as part of an overall investment strategy. The investments need not be diversified.

(9) To borrow money, and to encumber trust property by mortgage deed oftrust, pledge

or otherwise, for the debts of the trust or the joint debts of the trust and a co-owner of the property in which the trust has an interest, or for the Settlor's debts, or to guarantee the Settlor's debts;

(10) To hold securities and other property in the trustee's name as trustee under the trusts created hereunder, or in the trustee's own name or in the name of a nominee;

(11) With respect to securities held in trust, to have all the rights, powers and privileges of an owner, including, but not by way of limitation, the power to vote, give proxies and pay assessments and other sums deemed by the trustee necessary for the protection of the trust estate; to participate in voting trusts, pooling agreements (whether or not extending beyond the terms of the trust); to enter into shareholder's agreements; to consent to foreclosures, reorganizations, consolidations, mergers, liquidations, sales, and leases, and incident to such participation to deposit securities with and transfer title to any protective or other committee on such terms as the trustee may deem advisable; to exercise or sell stock subscription or conversion rights; and to accept and retain as an investment any securities or other property received through the exercise of any of the

foregoing powers; regardless of any limitations elsewhere in this trust relative to investments by the trustees;

(12) In any case in which the trustees are required, pursuant to the provisions of the trust,

to divide any trust property into parts or shares for the purpose of partial or final distribution or otherwise, the trustees are authorized, in the trustees' absolute discretion, to make the division and distribution (pro rata or otherwise) in kind, including undivided interests in any property, or partly in kind and partly in money, and for this purpose to make such sales of the trust property as the trustee deems necessary on such terms and conditions as the trustees shall see fit;

(13) To lend money to any person, including the probate estate of settlor, provided any

such loan shall be adequately secured and shall bear a reasonable rate of interest;

(14) To purchase property at its fair market value, as determined by independent

appraisal, by the trustees in the trustees' discretion, or at that value as finally determined for estate tax purposes, from the probate estate of either settlor;

(15) To loan or advance the trustees' own funds to the trust for any trust purpose, with

interest at current rates; to receive security for such loans in the form of a mortgage, pledge, deed of trust, or other encumbrance of any assets of the trust; to purchase assets of the trust at their fair market value as determined by an independent appraisal of those assets, and to sell property to the trust at a price not in excess of its fair market value as determined by an independent appraisal.

(16) To employ any custodian, attorney, accountant, corporate fiduciary, or any other

agent or agents to assist the trustee in the administration of trusts created hereunder and to rely on the advice given by these agents; and to pay reasonable compensation for all services performed by these agents from the trust estate out of principal which shall not decrease the compensation to which a trustee is entitled;

(17) Except as otherwise specifically provided in this instrument, or in the settlor's will,

federal estate taxes imposed on or by reason of the inclusion of any portion of the trustee estate in the gross taxable estate of the settlor under the provisions of any federal tax law shall be paid by the trustee and charged to, prorated among, or recovered from the trust estate or the person entitled to the benefits under these trusts as and to the extent provided by any applicable tax law or any proration statute. Except when otherwise specifically provided, state death taxes shall be paid and charged to the trust estate or deducted and collected as provided by law.

(18) For banking purposes, only one co-trustee's signature shall be required for any

account held in the name of this trust. Each co-trustee may sign for the other on any such bank account.

A. Notwithstanding any provision herein to the contrary, the trustees may purchase or

otherwise acquire under productive or unproductive property.

B. The enumerating of certain powers of the trustees shall not limit the trustees' general

powers, the trustees, subject always to the discharge of the trustees' fiduciary obligations, being vested with and having all the rights, powers, privileges which an absolute owner of the same property would have.

C. No successor trustee shall be liable for any act, omission, or default of a predecessor

trustee. Unless requested in writing within (45) days of appointment by an adult beneficiary of the trust, no successor trustee shall have any duty to investigate or review any action of a predecessor trustee. The successor trustee may accept the accounting records of the predecessor trustee showing assets on hand without further investigation and without incurring any liability to any person claiming or having an interest in the trust.

ARTICLE ELEVEN: ALLOCATION PROVISIONS

A. Except as otherwise specifically provided in this instrument, the determination of all

matters with respect to what is principal and income of the trust estate and the apportionment and allocation of receipts and expenses between these accounts shall be governed by the provisions of the California Revised Uniform Principal and Income Act from time to time existing. The trustee in the trustee's discretion shall determine any matter not provided for either in this instrument or in the California Revised Uniform Principal and Income Act.

Notwithstanding any other provision of this instrument or of the California Revised Uniform Principal and Income Act, the trustee need not establish any reserve for depreciation or to make any charge for depreciation against all or any portion of the income of the trust estate (including any income realized through use of any portion of the trust estate employed in the conduct of a business by the trusts); but the trustee shall have the power, exercisable in the trustee's discretion, to determine whether to establish such a reserve and, if so, to fund the same by appropriate charges against income of the trust estate. The reserve and charges are to be established on these assumptions and in the amounts the trustee in the trustee's discretion determines.

B. Income accrued or unpaid on trust property when received into the trust shall be

treated as any other income. Income accrued or held undistributed by the trustee at the termination of any trust created under this instrument shall go to the next beneficiaries of the trust in proportion to their interest in it.

C. Among successive beneficiaries of this trust, all taxes and other current expenses

shall be deemed to have been paid and charged to the period in which they first became due and payable.

D. The trustees need not physically segregate or divide the various trusts, except when

segregation or division is required because one of the trusts terminates, but the trustees shall keep separate accounts for the different trusts.

ARTICLE TWELVE: MISCELLANEOUS PROVISIONS

A. Beneficiary I Tnder Disability The trustees in the trustees' discretion may make

payments to any beneficiary under disability by making them to the guardian or conservator of the person ofthe beneficiary, custodian under the Uniform Transfer to Minors Act, parent, or any other suitable adult with whom the beneficiary resides who has care of him or her, to a relative of the beneficiary, or by directly applying them to the beneficiary'S benefit. Sums may be paid directly to minor beneficiaries who, in the fiduciaries' judgment, have attained sufficient age and discretion to render it probable that such sums will be properly expended. No bond or other security shall be required of any such payee.

B. Waiver of Bond No bond shall be required of any person named in this trust as

trustee, or of any person appointed as trustee in the manner specified here, for the faithful performance of his or her duties as trustee.

C. Trustee Compensation A trustee shall be entitled to pay herself or himself a

reasonable compensation from time to time without prior court order.

D. Notice to Trustee of Births, etc Unless the trustee has received actual written notice

of the occurrence of an event affecting the beneficial interests of this trust, the trustee shall not be liable to any beneficiary of this trust for distribution made as though the event had not occurred, provided this clause shall not exculpate the trustee from liability arising from nonpayment of death

or generation-skipping taxes that may be payable by the trust on occurrence of an event affecting the beneficial interests of this trust.

E. Perpetuities Savings Clause Unless terminated earlier in accordance with other

provisions of this instrument, all trusts created under this instrument shall terminate (21) years after the death of the last survivor of the children of the settlor living on the date of death of the settlor. The principal and undistributed income of a terminated trust shall be distributed to the income beneficiaries of that trust in the same proportion that the beneficiaries are entitled to receive income when the trust terminates. If at the time of termination, the rights to income are not fixed by the terms of the trust, distribution under this clause shall be made, by right of representation, to the persons who are then entitled or authorized, in the trustee's discretion to receive trust payments.

F. Spendthri ft Cl ause. No interest in principal or income of any trust created under this

instrument shall be anticipated, assigned, encumbered, or subjected to creditor's claim or legal process before actual receipt by the beneficiary.

G. Claims of Creditors The trustee shall not be personally liable to any creditor or to

any other person for making distributions from any trust under the terms of this instrument if the trustees have no notice of the claim of such creditor.

H. Beneficiary Survivorship Provision Except as otherwise specifically provided in

this instrument, if any person named herein fails to survive the settlor for thirty (30) days, for all purposes of this trust, the person shall be considered to have predeceased the settlor.

1. Disclaimers Any beneficiary shall have the right to disclaim all or any part of any

interest in property to which he or she may be entitled under this instrument. Except as provided herein, any interest so disclaimed shall be distributed as if the beneficiary predeceased the settlor. No other interest of the beneficiary shall be affected by the disclaimer, unless that interest also shall be disclaimed.

1. No-Contest Provision Except as otherwise provided in this instrument, the Settlor

has intentionally and with full knowledge omitted to provide for his heirs.

If any beneficiary under this declaration of trust, or any legal heir of Settlor or any person claiming under any of them shall contest Settlor's last Will or this declaration of trust, or shall seek to impair or invalidate any of the provisions of the Will or this trust, or shall conspire with or voluntarily assist anyone attempting to do any of those things, then in that event the Settlor

specifically disinherits such contesting person and all interest given to such contesting person under the Will and this trust shall be forfeited and shall be disposed of in the same manner provided in both the Will and the trust, as if that contesting person had predeceased the Settlor without issue.

The trustee is authorized to defend any contest against this declaration of trust or any of its provisions, and to pay the expenses of such defense from the trust estate.

K. Governing Law The validity of this trust and the construction of its beneficial

provisions shall be governed by the laws of the State of California in force from time to time. This article shall apply regardless of any change in residence of the trustee or any beneficiary, or the appointment or substitution of a trustee residing in or doing business in another state. Notwithstanding the foregoing, the validity and construction of this trust in relation to any real property located in a jurisdiction outside the State of California shall be determined under the laws of such jurisdiction. If the situs or place of administration of the trust is changed to another state, the law of that state shall govern the administration of the trust.

L. Issue and Children In this instrument, the term "issue" refers to lawful lineal

descendants of all degrees, and the terms "child," "children," and "issue" include adopted children who were minors at the date of adoption.

The terms "issue,": "child," and "children" include a child born out of wedlock if a parentchild relationship existed between the child and his or her deceased parent, determined under California law.

N. "Sball" and "May" The use of the word "shall" indicates a mandatory direction,

while the use of the word "may" indicates a permissive, but not mandatory, grant of authority.

o. Headings The headings, titles, and subtitles are inserted solely for convenient

reference and shall be ignored in any construction of this instrument.

P. Statutes, Codes and Regulations All references to specific statutes, codes or

regulations shall include any successors.

ARTICLE THIRTEEN: NAME OF TRUST

The trusts created in this instrument may be collectively referred to as the ELVIN R. MEEK

FAMILY TRUST, dated September ;9 ,1997, and each separate trust created in this instrument may be referred to by adding the name of the beneficiary or other appropriate designation.

I, EL VIN R. MEEK, certify that:

1. I am the person named as Settlor in the foregoing First Amended Declaration of Trust;

2. I have read the foregoing First Amended Declaration of Trust and it correctly sets forth the

terms and conditions under which the trustees named in it are to hold, administer, and distribute the trust estate described in it;

3. I approve such First Amended Declaration of Trust in all particulars and request the trustees

to execute it.

Executed at Atascadero, California, this

£ d- -<t<. IWd

day of September, 1997.

EL YIN R. MEEK, Settlor

The undersigned Trustees accept this First Amended Declaration of Trust and agree to perform in accordance with its terms and conditions.

~gJ-

EL VIN R. MEEK, Trustee

,v~-

ELABETH A. MEEK, Trustee