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DE-111

ATTORNEY OR PARTY WITHOUT ATTORNEY <Natnt, »«lSB«f number, and address; FOR COURT1 USE OWL Y

_JAMESMA MURPHY (SBN 080453) GABRIEL R DUARTE (SBN 266171) "Cox, Castle & Nicholson LLP 2049 Century Park East, 28th Floor Los Angeles, CA 90067 TELEPHONED (310) 277-4222 FAXNO rop*™/; (310) 277-7889 E-MAIL ADDRESS (opttwa/j gduarte@coxcastle com ATTORNEY FOR (N*n*> Petitioner. LAWRENCE G COHEN LL.
SUPERIOR COURT Of CALIFORNIA, COUNTY OF Los Angeles

tjNTERED
SUSTAINl

wv 3 02010

STREETADORESS 1725 Mam Street

MAILING ADDRESS 1725 Main Street
CITY AND ZIP CODE Santa Monica, CA 90401
BRANCH NAME WCSt DlStCICt

ESTATE OF {Name) PETITION FOR EjJ Q Q Q 13

RONNI SUE COHEN (a k a RONNI SUE CHASEN)
DECEDENT

Probate of Will and for Letters Testamentary Probate of Will and for Letters of Administration with Will Annexed Letters of Administration Letters of Special Administration Q with general powers Authorization to Administer Under the Independent Administration of Estates Act LJ with limited authority

CASE NUMBER

SP008372

HEARING DATE

JAM 0 1

Publication will be in (specify name of newspaper) Daily Journal a n Publication requested b ^ Publication to be arranged Petitioner (name each) LAWRENCE G COHEN a £y decedent's will and codicils, if any, be admitted to probate b G3 (name) LAWRENCE G COHEN, MARTHA SMILGIS, an<f LESTER STEIN be appointed (1) I3 executor (2) C3 administrator with will annexed (3) EH administrator (4) [~] special administrator O with general powers and Letters issue upon qualification c d requests that

C5 full Q limited authority be granted to administer under the Independent Administration of Estates Act (1) K bond not be required for the reasons stated in item 3d (2) [H $ bond be fixed The bond will be furnished by an admitted surety insurer or as otherwise provided by law (Specify reasons in Attachment 2 if the amount is different from the maximum required by Prob Code, § 8482) (3) CD $ in deposits in a blocked account be allowed Receipts will be filed (Specify institution and location)

3 a

Decedent died on (date) November 16, 2010 (1) E3 (2) D

at (place) Beverly Hills, CA

a resident of the county named above a nonresident of California and left an estate in the county named above located at (specify location permitting publication in the newspaper named in item 1)

Street address, city, and county of decedent's residence at time of death (specify) 10551 Wilshire Blvd , Apt # 802, Los Angeles, CA 90024
Pagg 1 of 4 | iForra Adopted to Mandatory Use i ~i Judicial Council of California :* DE-111 [Rev March 1 2GOB) 1*1

PETITION FOR PROBATE (Probate—Decedents Estates)

Pfobatu Coo* 558002 1M50 ivww courti/ifo ca gov

ESTATE OF (Name)

CASE NUMBER

JJONNI SUE COHEN (a k a RONNI SUE CHASEN)
DECEDENT Character and estimated value of the property of the estate (complete in all cases)

(1) Personal property (2) Annual gross income from (a) real property (b) personal property (3) Subtotal (add (1) and (2)) (4) Gross fair market value of real property (5) (Less) Encumbrances (6) Net value of real property (7) Total (add (3) and (6)) (1) £3 (2) Q (3) D (4) CD (1) CD (2) [3 $ 900,00000 $( OOP )

$ $ $ $

4,700,00000 0 00 500,000 00 5,200,000 00

$ $

900,000 00 6,100,00000

Will waives bond [J Special administrator is the named executor, and the will waives bond All beneficiaries are adults and have waived bond, and the will does not require a bond
(Affix waiver as Attachment 3d(2))

All heirs al law are adults and have waived bond (Affix waiver as Attachment 3d(3)) Sole personal representative ts a corporate fiduciary or an exempt government agency Decedent died intestate Copy of decedent's will dated June 10,1994 O codicil dated (specify for each) are affixed as Attachment 3e(2)

(Include typed copies of handwritten documents and English translations of foreign-language documents) [>3 The will and all codicils are self-proving (Prob Code, § 8220) Appointment of personal representative (check all applicable boxes)

(1) Appointment of executor or administrator with will annexed (a) 03 Proposed executor is named as executor in the will and consents to act (b) CD No executor is named in the will (c) CD Proposed personal representative is a nominee of a person entitled to Letters
(Affix nomination as Attachment 3f(1)(c))

(d) ^

Other named executors will not act because of HH other reasons (specify)

£3 death

CD declination

C] Continued in Attachment 3f(1)(d) (2) Appointment of administrator
(a) D Petitioner is a person entitled to Letters (If necessary, explain priority in Attachment 3f(2)(a))

(b) d (c) CH

Petitioner is a nominee of a person entitled to Letters (Affix nomination as Attachment 3f(2)(b)) Petitioner is related to the decedent as (specify)

(3) CD Appointment of special administrator requested (Specify grounds and requested powers in Attachment 3f(3))

g Proposed personal representative is a (1) ^ resident of California (2) CD nonresident of California (specify permanent address)

^

(3) £3 (4) n

resident of the United States nonresident of the United States PETITION FOR PROBATE (Probate—Decedents Estates)
Pa » e2ol<(

'DE.MMR.vM.rchi zoos] ^

ESTATE OF (Name) J^ONNI SUE COHEN (a k a RONNI SUE CHASEN)
DECEDENT

CASE NUMBER

4 5

3

Decedent's will does not preclude administration of this estate under the Independent Administration of Estates Act spouse no spouse as follows (a) E3 divorced or never mamed (b) d spouse deceased registered domestic partner no registered domestic partner CSee Fam Code, § 297 5(c), Prob Code, §§ 37(b), 6401(c), and 6402) child as follows (a) d natural or adopted (b) l~l natural adopted by a third party no child issue of a predeceased child no issue of a predeceased child

a Decedent was survived by (check items (1) or (2), and (3) or (4), and (5) or (6), and (7) or (8)) 0) D (2) I23

(3) d (4) ^ (5) d

(6) (3 (7) PI (8) E] b 6

Decedent [~l was ^ was not survived by a stepchild or foster child or children who would have been adopted by decedent but for a legal barner CSee Prob Code, § 6454)

(Complete if decedent was survived by (1) a spouse or registered domestic partner but no issue (only a orb apply), or (2) no spouse, registered domestic partner, or issue (Check the first box that applies) Decedent was survived by a parent or parents who are listed in item 8 Decedent was survived by issue of deceased parents, all of whom are listed in item 8 Decedent was survived by a grandparent or grandparents who are listed m item 8 Decedent was survived by issue of grandparents, all of whom are listed in item 8 Decedent was survived by issue of a predeceased spouse, all of whom are listed in item 8 Decedent was survived by next of km, all of whom are listed in item 8 Decedent was survived by parents of a predeceased spouse or issue of those parents, if both are predeceased, all of whom are listed in item 8 h f~| Decedent was survived by no known next of km (Complete only if no spouse or issue survived decedent) a b £>3 O Decedent had no predeceased spouse Decedent had a predeceased spouse who (1) l~l died not more than 15 years before decedent and who owned an interest in real property that passed to decedent, (2) d died not more than five years before decedent and who owned personal property valued at $10.000 or more that passed to decedent, (If you checked (1) or (2), check only the first box that applies) (a) (b) (c) (d) (e) (3) n d Decedent was survived by issue of a predeceased spouse, all of whom are listed m item 8 d Decedent was survived by a parent or parents of the predeceased spouse who are listed in item 8 l~~l Decedent was survived by issue of a parent of the predeceased spouse, all of whom are listed in item 8 d Decedent was survived by next of km of the decedent, all of whom are listed in item 8 d Decedent was survived by next of km of the predeceased spouse, all of whom are listed in item 8 neither (1) nor (2) apply a b c d e f g d IXI I I d d C I I

7

Listed on the next page are the names, relationships to decedent, ages, and addresses, so far as known to or reasonably ascertainable by petitioner, of (1) all persons mentioned in decedent's will or any codicil, whether living or deceased, (2) all persons named or checked in items 2, 5, 6, and 7, and (3) all beneficiaries of a trust named m decedent's will or any codicil in which the l; trustee and personal representative are the same person
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( DE111

[R.v March 12008)

PETITION FOR PROBATE

P.B.Jo«

'j

(Probate—Decedents Estates)

ESTATE OF (Name) .RONNI SUE COHEN (a k a RONN1 SUE CHASEN)
DECEDENT

CASE NUMBER

8 Name and relationship to decedent See Attachment 8

K! 9

Continued on Attachment 8

Number of pages attached

Date James M A Murphy
(TYPE OR PRINT NAME OF ATTORNEY ) (SIGNATURE OF ATTORNEY)

(Signatures ol all petitioners are also required All petitioners must sign but the petition may be verified by eny one of them (Prob Code §§ 102D 1021 Cal Rules of Court rule 7 103) I

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct Date /\l<vtA»U/^3L( Lawrence G Cohen
(TYPE OR PRINT NAME OF PETITIONER) (SIGNATURE OF PETITIONER)

(TYPE OR PRINT NAME OF PETITIONER)

(SIGNATURE OF PETITIONER)

i *i O
s.

Signatures of additional petitioners follow last attachment PETITION FOR PROBATE (Probate—Decedents Estates)
Pago 4 of 4

OE-tll (Rev March t 20O6|

ESTATE OF RONNI SUE COHEN, DECEASED ATTACHMENT 8 TO PETITION FOR PROBATE

Name Lawrence G Cohen 2111 ColdwaterCyn Beverly Hills, CA 90211 Martha Smilgis 82 Olive Mill Road Santa Barbara, CA 93 108 Additional Notice Sent To John A Schulman, Esq Mitchell Silberberg & Kjnupp LLP 1 1377 W Olympic Boulevard Los Angeles, CA 90064 Lester Stem 10960WilshireBlvd #700 Los Angeles, CA 90024 Raymond Katz

Age
Adult

Relationship to Decedent Nominated co-Executor, Specific and Contingent Residual Beneficiary, Brother of Decedent Nominated co-Executoi

Adult

Adult

Nominated co-Executor

Adult Adult Adult

Deceased, Nominated co-Executor

Carolyn Cohen
Melissa Cohen 2 1 1 1 ColdwaterCyn Beverly Hills, CA 90211 Cynthia Costas Cohen 2111 ColdwaterCyn Beverly Hills, CA 90211 Deborah Raffm 2 170 Century Park East Apt 1507 South Los Angeles, CA 90067 Candy Clark 13935HatterasSt Van Nuys, CA 91 40 1-4342

Deceased, Mother of Decedent
Specific and Residual Beneficiary, Niece of Decedent Specific Beneficiary, Sister-m-Law

Adult

Adult

Specific Beneficiary, Friend

Adult

Specific Beneficiary, Friend

1-1 10

Pam Wagner 2111 Coldwater Cyn Beverly Hills, CA 90211 Denise Goforth 2111 Coldwatei Cyn Beverly Hills, CA 90211 Valerie Van Galder 327 East Rustic Road Santa Monica, CA 90402 Joanne Berhnsky 430 Via Colmas Westlake Village, CA 91362 Vanessa Berhnsky

Adult

Specific Beneficiary, Step-Niece of Decedent Specific Beneficiary, Married to StepNephew of Decedent Specific Beneficiary, Friend

Adult

Adult

Adult

Specific Beneficiary, Friend

Adult

Specific Beneficiary, Friend

430ViaColmas
Westlake Village, CA 91362 Sandra Manley 419 E 7 8 l h S t , A p t 1 C New York, NY 10021 Elizabeth Smith 225 East 74lh Street, Apt 2J New York, NY 10021 Warren Cowan Peter Spengler 156HillspomtRoad Westport, CT 06880 Michael Vmer Sandy Littman 1116 N Genesee Ave Los Angeles, CA 90046 Martin Katz 9540 Brighton Way Beverly Hills, CA 90210 David Chasman 211 Spaulding Drive Beverly Hills, CA 90212 Adult Specific Beneficiary, Friend

Adult

Specific Beneficiary, Friend

Adult Adult

Deceased, Specific Beneficiary Specific Beneficiary, Friend

Adult Adult

Deceased, Specific Beneficiary , Friend Specific Beneficiary, Friend

Adult

Specific Beneficiary. Friend

Adult

Specific Beneficiary, Fuend

Robert Goforth 2111 ColdwaterCyn Beverly Hills, CA 90211 Louis Cohen Goforth c/o Janelle Webb 1175 York Ave , Apt 14A New York, NY 10065 Jill Cohen, a ka Jill Gatsby 9641 RoyaltonDr Beverly Hills, CA 90210 Lili Zanuck 9465 Wilshire Blvd , Ste 930 Beverly Hills, CA 90212 Jackie Appelbaum 9255 Doheny Road West Hollywood, CA 90069 John Williams 333 Lonng Ave Los Angeles, CA 90024 Academy of Motion Picture Arts

Adult

Specific Beneficiary, Step-Nephew of Decedent Specific Beneficiary, Step-Nephew of Decedent (Janelle Webb is Louis Cohen Goforth's Mother) Specific Beneficiary, Niece of Decedent

Adult

Adult

Adult

Requested to help anange funeral, Friend

Adult

Requested to help arrange funeral, Friend

Adult

Requested to help arrange funeral, Friend

N/A

Specific Beneficiary

and Sciences
Attn John B Qumn 8949 Wilshire Blvd Beverly Hills, CA 90211 Simon Wiesenthal Center Attn C T Corporation System 818 W 7th Street Los Angeles, CA 90035 Hole in the Wall Gang Fund, Inc 555 Long Wharf Drive New Haven, CT 06511 Additional Notice Sent As Follows Hole in the Wai! Gang Fund, Inc Attn Jamie K Gerard, Esq 246 Post Road East Westport, CT 06880

N/A

Specific Beneficiary

N/A

Specific Beneficiary

I>

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Make a Wish Foundation Intl Attn JonStettner 4742 North 24lh Street, Ste 400 Phoenix, AZ 85016-4862 Womans' Cancer Research Fund Attn Merrily Newton Chief Financial Officer 1201 W 5th St, Ste T-700 Los Angeles, CA 90017 American Film Institute Attn P John Burke 2029 Century Park East Ste 2600 Los Angeles, CA 90067 Gilda Radner Hereditary Cancer Program at Cedars Sinai Medical Attn Matthew Rabin Associate Director of Gift Planning 8700 Beverly Blvd, # 2416 Los Angeles, CA 90048 (323)866-8149 Big Sister Volunteers of Los Angeles Inc. Attn Judith Nelson 6022 Wilshire Blvd , Ste 202 Los Angeles, CA 90036 Corp for Public Broadcasting Attn Westwood Smithers General Counsel 401 9th St Northwest, Washington D C 20004 St Jude Children's Research Hospital Attn Karla Carnco Legal Department 501 St Jude PI Memphis, TN 38105
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N/A

Specific Beneficiary

N/A

Specific Beneficiary

N/A

Specific Beneficiary

N/A

Specific Beneficialy

N/A

Contingent Residual Beneficiary

N/A

Contingent Residual Beneficiary

N/A

Contingent Residual Beneficiary

5!578\4042447vl

WILL QF RONNI SUE COHEN

I, RONNI SUE COHEN, a/k/a RONNI S. CHASEN, a resident of Los Angeles County, California, declare that this is my Will.

FIRST: made. SECOND: deceased. THIRD: A.

I revoke all Wills and Codicils that I have previously

I am unmarried.

I have no children, living or

If my mother survives me, I give to the Trustees named in

subparagraph (i)(l) of paragraph A of Article SIXTH a pecuniary amount equal to three quarters (3/4) of the value of my estate, using federal estate tax values as finally determined, to be held in trust (sometimes hereinafter referred to as my "Mother's Trust") for the benefit of my mother. My Mother's Trust shall be held, administered and distributed in accordance with the provisions of paragraph A of Article FIFTH.

B.

My Executor shall distribute to my brother, LAWRENCE G.

COHEN, any items of my personal property that my brother selects within sixty days (60) days of my death. C. My Executor shall distribute a piece of my jewelry, selected

by my Executor in my Executor's discretion, to each of the following individuals who survives me: MELISSA COHEN, CYNTHIA COSTAS, DEBORAH

RAFFIN, CANDY CLARK, PAM WAGNER, DENISE GOFORTH, VAL VANG ALDER, JOANNE BERLINSKY and VANESSA BERLINSKY. D. I give the sum of FIFTY THOUSAND DOLLARS ($50,000)

to my niece, MELISSA COHEN, if she survives me, which sum shall be held in a separate trust (sometimes hereinafter referred to as my "Niece's Trust"). My Niece's Trust shall be held, administered and distributed in accordance with the provisions of paragraph A of Article FIFTH. E. I give the sum of TEN THOUSAND DOLLARS ($10,000)

to each of the following individuals who survives me: SANDRA MANLEY and ELIZABETH SMITH. F. My Executor shall distribute my clothing to one or more

charitable organizations, selected by my Executor in my Executor's discretion, which provide shelter to the homeless, battered woman or children.

K'

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G.

I give all of my furs to my mother, CAROLYN COHEN, if

she survives me. If CAROLYN COHEN does not survive me, my Executor shall sell my furs and the net proceeds thereof shall be disposed of as part of the residue of my estate. H. My Executor shall distribute to each of the following

individuals who survives me a painting selected by such individual in the following order of priority: WARREN COWAN, RAYMOND KATZ, PETER SPENGLER, MICHAEL VINER and DEBORAH RAFFIN (taking one painting), SANDY LITTMAN, MARTIN KATZ and DAVID CHASMAN. I. I give my record collection to my nephew, ROBERT

GOFORTH, if he survives me. J. Subject to paragraph B, I give my playbill collection and

other memorabilia relating to the motion picture business to the ACADEMY OF MOTION PICTURE ARTS AND SCIENCES, upon condition that whenever such items are exhibited to the public the exhibition be accompanied by a notice that the item or items so exhibited are "from the collection of RONNI CHASEN." K. organizations: I give the following sums to the following charitable

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(i)

TWENTY THOUSAND DOLLARS ($20,000) to the HOLE IN THE WALL GANG FUND INC., to be used in operating its camp,

(ii)

TEN THOUSAND DOLLARS ($10,000) to the MAKE A WISH FOUNDATION

INTERNATIONAL. (iu) FIVE THOUSAND DOLLARS ($5,000) to the WOMANS' CANCER RESEARCH FOUNDATION at the University of California at Los Angeles, (iv) FIVE THOUSAND DOLLARS ($5,000) to the AMERICAN FILM INSTITUTE INC. (v) TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500) to the GILDA RADNER CANCER PROGRAM at Cedars Sinai Medical Center, (vi) FIVE THOUSAND DOLLARS ($5,000) to the SIMON WIESENTHAL CENTER. L. I give the sum of TEN THOUSAND DOLLARS ($10,000)

to each of the following individuals who survives me, provided that such sum is used solely for the purpose of furthering the education of their respective children: PAM WAGNER, ROBERT GOFORTH, AND LOUIS COHEN GOFORTH.
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M.

I give the sura of TEN DOLLARS ($10) to my niece, JILL

COHEN, who is also known as JILL GATSBY. FOURTH: or lapsed gifts, as follows: A. If my niece, MELISSA COHEN, survives me, the residue of I give the residue of my estate, including any failed

my estate shall be added to and disposed of as part of my Niece's Trust. B. If my niece, MELISSA COHEN, does not survive me, the

residue of my estate shall be distributed (i) one-half to MELISSA COHEN'S natural issue who survive me, by right of representation, (li) one-quarter to my brother, LAWRENCE G. COHEN, and (iii) one-quarter in equal shares to the charitable organizations identified in paragraph K of Article THIRD and TWO THOUSAND DOLLARS ($2,000) to BIG SISTER VOLUNTEERS OF LOS ANGELES INC., FIVE THOUSAND ($5,000) to the CORPORATION FOR PUBLIC

BROADCASTING, and FIVE THOUSAND DOLLARS ($5,000) to ST. JUDE CHILDRENS RESEARCH HOSPITAL. C. If MELISSA COHEN does not survive me and has no natural

issue who survive me, the residue of my estate shall be distributed (i) one-half to my brother, LAWRENCE G. COHEN, and (ii) one-half in equal shares to the charitable organizations identified in paragraph K of Article THIRD and TWO THOUSAND DOLLARS ($2,000) to BIG SISTER VOLUNTEERS OF LOS
tv,

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, .

ANGELES

INC.,

FIVE

THOUSAND

DOLLARS

($5,000)

to

the

CORPORATION FOR PUBLIC BROADCASTING, and FIVE THOUSAND DOLLARS ($5,000) to ST. JUDE CHILDRENS RESEARCH HOSPITAL. FIFTH: A. My Mother's Trust shall be held, administered and distributed

in accordance with the following: (i) The Trustee of my Mother's Trust shall distribute to

or for the benefit of my mother so much of the net income and principal of my Mother's Trust as the Trustee in the Trustee's discretion deems necessary for my mother's health, maintenance, support, comfort and well being. Without limiting the generality of the foregoing, the Trustee shall distribute net income and principal of my Mother's Trust so as to enable my mother to move to and occupy a larger apartment of my mother's choosing, to retain and pay for a live-in companion of my mother's choosing, to use a driver and/or limousine or taxi service of my mother's choosing for her transportation needs, and to provide for any other pleasures and comforts that she desires. (ii) Upon my mother's death, the remaining balance, if

any, of my Mother's Trust, shall, (a) if my niece, MELISSA COHEN, or any of her natural issue survives my mother, be split into shares of sixty percent (60%) and forty percent (40%) of such balance. The sixty percent (60%) share shall be
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added to my Niece's Trust if MELISSA COHEN survives my mother, but if not, then it shall be distributed to MELISSA COHEN's natural issue who survive my mother, by right of representation, and the forty percent (40%) share shall be distributed in equal shares to the charitable organizations referred to in paragraph K of Article THIRD and TWO THOUSAND DOLLARS ($2,000) to BIG SISTER VOLUNTEERS OF LOS ANGELES INC., FIVE THOUSAND DOLLARS ($5,000) to the CORPORATION FOR PUBLIC BROADCASTING, and FIVE THOUSAND DOLLARS ($5,000) to ST. JUDE CHILDRENS RESEARCH HOSPITAL, (b) if MELISSA COHEN does not survive my mother and has no natural issue who survive my mother, be distributed one-half to my brother, LAWRENCE G. COHEN, and one-half in equal shares to the charitable organizations referred to in paragraph K of Article THIRD and TWO THOUSAND DOLLARS ($2,000) to BIG SISTER VOLUNTEERS OF LOS ANGELES INC., FIVE THOUSAND DOLLARS ($5,000) to the CORPORATION FOR PUBLIC BROADCASTING, and FIVE THOUSAND DOLLARS ($5,000) to ST. JUDE CHILDRENS RESEARCH HOSPITAL. B. My Niece's Trust shall be held, administered and distributed

in accordance with the following:

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(i)

The Trustee of my Niece's Trust shall distribute to

MELISSA COHEN the sum of TWELVE THOUSAND DOLLARS ($12,000) per annum annually or more frequently. (ii) Upon the death of MELISSA COHEN , the remaining

balance, if any, of my Niece's Trust shall be distributed in equal shares to the then living natural issue of MELISSA COHEN, by right of representation, but if there are no such then living natural issue, then (1) one-half to my brother, LAWRENCE G. COHEN, and (2) one-half in equal shares to the charitable organizations referred to in paragraph K of Article THIRD and TWO THOUSAND DOLLARS ($2,000) to BIG SISTER VOLUNTEERS OF LOS ANGELES INC., FIVE THOUSAND DOLLARS ($5,000) to the CORPORATION FOR PUBLIC BROADCASTING, and FIVE THOUSAND DOLLARS ($5,000) to ST. JUDE CHILDRENS RESEARCH HOSPITAL. SIXTH: A. (i) (1) I designate CAROLYN COHEN, RAYMOND

KATZ and MARTHA SMILGIS to serve as co-Trustees of my Mother's Trust. MARTHA SMILGIS shall have the right, while serving as Trustee, upon notice to any then serving co-Trustee, to designate one or more persons to serve as successor Trustee(s) or successor co-Trustee(s), in the order named by MARTHA SMILGIS,
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in the event either CAROLYN COHEN, RAYMOND KATZ or MARTHA SMILGIS shall for any reason be unable to act or continue to act or cease to act as Trustee, and to revoke any such designation. (2) I designate MARTHA SMILGIS to serve as

Trustee of any other trust established hereunder. MARTHA SMILGIS shall have the right, while serving as Trustee, to designate one or more persons to serve as successor Trustee(s) or successor co-Trustee(s), in the order named by MARTHA SMILGIS, in the event MARTHA SMILGIS shall for any reason be unable to act or continue to act or cease to act as Trustee, and to revoke any such designation. (3) If all persons designated by me or MARTHA

SMILGIS are unable to act or continue to act or cease to act as Trustees of any trust established hereunder, then I request the court having jurisdiction of the matter to appoint a bank or trust company authorized to and conducting business as a fiduciary in the State of California and having a net worth of not less than ONE HUNDRED MILLION DOLLARS ($100,000,000) to serve as Trustee. A majority of the adult and competent income beneficiaries, including persons to whom income may be distributed in the Trustee's discretion, of any trust established hereunder shall have the right to remove the Trustee of such trust and to appoint as successor Trustee any bank or trust company authorized to and conducting business as a fiduciary in the State of California and having a net worth

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of not less than ONE HUNDRED MILLION DOLLARS ($100,000,000), by delivering a written notice of such removal to the Trustee, accompanied by a statement of willingness to accept the trust signed by the selected successor Trustee. (ii) A Trustee may resign either by written notice to all

of the current beneficiaries of the trust (or to the parent, guardian or conservator of any such beneficiary of the trust who is under disability), or by filing the appropriate petition with the court having jurisdiction over the trust. In the event of such resignation, the resigning Trustee shall convey the trust estate to the successor Trustee. (iii) No bond shall be required of any Trustee named in

this Will or designated pursuant to its provisions. (iv) No successor Trustee shall be obligated to examine or

review the accounts, records or acts of any previous Trustee. A 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 any interest in the trust. A Trustee shall be responsible only for his own acts or omissions which are grossly negligent or which are done or omitted to be done in bad faith.

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(v)

No one dealing with the Trustee need inquire

concerning the validity of any actions of the Trustee. (vi) A Trustee may receive reasonable compensation and

reimbursement for expenses. Such compensation and reimbursement for expenses shall be paid from and be a proper expense of the trust. (vii) A Trustee who is an attorney, accountant, investment

advisor, business manager or other professional shall not be disqualified from rendering professional services to the trust and being compensated on a reasonable basis therefor in addition to any compensation to which he is entitled as a Trustee; nor shall a firm with which a Trustee is associated as a partner, officer or employee be disqualified from dealing with, rendering services to or discharging duties for the trust and being compensated therefor on a reasonable basis. (viii) If more than one person is acting as Trustee of any trust established hereunder, all actions required or permitted to be done or omitted by the Trustee shall be done or omitted only upon the vote of at least a majority of the Trustees; provided, however, that if a Trustee is prohibited from exercising a discretionary power or authority as the result of paragraph D of this Article SIXTH, such power or authority may be exercised by the majority of Trustees not so prohibited, but if there are no such Trustees then by the person or persons designated in subparagraph (i) of this paragraph A to act next as successor Trustee
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or successor co-Trustees of the trust. If more than one person is acting as Trustee of any trust established hereunder, and such Trustees are unable to agree on a proposed course of action, at the election of any Trustee, the person designated in subparagraph (i) of paragraph A of this Article SIXTH to fill the next vacancy occurring in the office of Trustee shall cast a vote as a special Trustee in order to break the deadlock. (ix) If more than one person is acting as Trustee of any trust established hereunder, a Trustee shall be presumed to have approved a proposed act or a proposed decision to refrain from acting if that Trustee fails to indicate approval or disapproval thereof within fifteen (15) days after a written request for approval, and a Trustee shall not be required to make a proposal which has been disapproved on at least two (2) occasions if that Trustee has informed each disapproving co-Trustee that continued disapproval will be assumed until notice to the contrary has been received. (x) If more than one person is acting as Trustee of any trust established hereunder, a Trustee may from time to time delegate to the other Trustee or Trustees all or any of his or her powers and authorities as Trustee during temporary absences due to vacation, business or employment, illness or emergency, or other similar cause. Any such delegation shall be in writing, shall specify the powers and authorities delegated and may be revoked or modified in
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writing. A statement that the Trustee delegates all powers and authorities granted by my Will shall be sufficient to delegate all such powers and authorities. No delegation shall be made for longer than six (6) months, and any two (2) delegations for the same purpose must be separated by at least a thirty (30) day period. Such delegation shall terminate as provided in the written notice, or upon the earlier to occur of the delivery by the delegating Trustee to the other Trustees of written notice of revocation or the expiration of six (6) months from the date of the delegation. The delegating Trustee shall incur no liability to any person

regarding the administration of such trust with respect to the exercise of the powers and authorities delegated during the delegation period. Any third party, including any bank, savings and loan, title insurer, stock or bond broker or transfer agent may rely upon such delegation and shall incur no liability for any action taken in reliance on such delegation in the absence of actual knowledge of its revocation or modification. (xi) An individual shall be considered unable to act as

Trustee for such period as the individual is "incapacitated." For purposes of this Article SIXTH, a person shall be deemed "incapacitated" when the person has been declared incapacitated by a court of competent jurisdiction, when a conservator has been appointed for the person, or upon the execution of a written certificate by two (2) licensed physicians, unrelated by blood or marriage to the Trustee or any
IO

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beneficiary, who have examined the person stating that, in the opinion of such physicians, the person is physically or mentally incapable of managing his or her financial affairs in a reasonable manner. If the person shall be deemed

incapacitated on account of such physicians' certificates, the person shall be deemed to have recovered from such incapacity if two (2) licensed physicians, unrelated to the person or to any beneficiary of the trust by blood or marriage, who have examined the person certify in writing that the person is again capable of managing his or her financial affairs in a reasonable manner. For purposes of such physicians' certificates, as a condition to the acceptance of his or her appointment as Trustee, a person must voluntarily waive any physician-patient privilege or psychiatrist-patient privilege that may exist and the person must authorize physicians and psychiatrists to examine the person and disclose the person's condition in order to determine the person's incapacity or capacity for purposes of my Will. Each physician shall be entitled to compensation for services rendered in connection with determining the person's capacity or incapacity for purposes of my Will, which shall be paid from the trust. The effective date of such incapacity shall be the earliest of the date of the decree adjudicating the person's incapacity, the date of the decree appointing the conservator, or the date on which the second of the two physicians' certificates necessary to determine the person's incapacity is executed. Any third party dealing with the trust may rely on such physicians'
IV (•*>

10

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certifications of capacity or incapacity and such person shall incur no liability for any actions taken or omitted in good faith in reliance on any such certifications. If a person ceases being incapacitated within one (1) year of the date of becoming incapacitated, the person at the person's election may resume the office of Trustee previously vacated by him or her, and the person, if any, then occupying such office shall be deemed to have resigned effective as of such resumption. (xii) As used herein, the term "Trustee" shall be deemed

to refer to the person or persons who is or are qualified and acting as Trustee or co-Trustee of this trust at any particular time, including any successor Trustee. B. Except as otherwise herein provided, the Trustee shall have,

with respect to the trust estate of each trust established hereunder, the following powers in addition to those powers now or hereafter conferred by law: (i) To invest and reinvest all or any part of the trust

estate, without regard to any law or laws limiting the investment powers of fiduciaries or requiring the diversification of the investment of property held by a fiduciary in a fiduciary capacity, in every kind of property, real, personal or mixed, and every kind of investment as the Trustee in the Trustee's discretion may select, including without limitation individual, corporate and governmental obligations of every kind, common or preferred stocks, securities of investment trusts and investment companies, i ,1
V

mortgages, deeds of trust, mortgage

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participations, real estate, interests in common trust funds (including common trust funds now or hereafter established by any corporate Trustee), interests in general and limited partnerships and limited liability companies, and property in which the Trustee owns an undivided interest in any other trust capacity; and in so investing and reinvesting all or any part of the trust estate, to consider individual investments as part of an overall investment strategy; provided, however, that the Trustee shall invest the trust estate with a view both towards the production of income and the long-term growth of principal, giving approximately equal weight to each such factor. (ii) To hold in the form in which received (or the form to

which changed by any reorganization, split up, stock dividend, or other like occurrence) any securities or other property the Trustee may at any time acquire under this trust. (iii) To receive any property from any person, by Will or

otherwise, and to retain for such time as he deems advisable any property transferred to any trust established hereunder, whether or not the Trustee would be then authorized to invest in such property and whether or not such property is property in which the Trustee is personally interested or in which the Trustee owns an undivided interest in any other trust capacity; to operate at the risk of the trust estate any business that the Trustee receives or acquires under the trust as long as

i?
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10

the Trustee deems advisable; and to keep all or part of the trust estate at any place within the United States or abroad. (iv) To retain, purchase, or otherwise acquire unproductive

property or wasting assets, including without limitation a personal residence or residences for use by the beneficiary or beneficiaries of any trust established hereunder. (v) To have and exercise all the rights, powers, and

privileges of an owner with respect to all property of the trust estate, including without limitation the powers to sell, whether by public or private sale and whether for cash and/or deferred payments, exchange, convey, transfer, operate, improve, mortgage, pledge, encumber, subdivide, partition, improve, repair, develop, grant, assign, bargain and in any other manner, conditionally or absolutely, use, dispose of, or grant options on, all or any portion of the trust estate whenever and as often as he deems advisable; and to manage and control property held in this trust. (vi) Without limiting the generality of subparagraph (v) of

this paragraph B, to have and exercise all the rights, powers and privileges of an owner with respect to any securities included in the trust estate, including without limitation the powers to vote, give general or limited proxies, and pay any calls, expenses, assessments or other sums; to assent to or dissent from corporate sales and other acts; to assent to, dissent from, or participate for any length of time in,

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voting trusts, pooling agreements, foreclosures, reorganizations, recapitalizations, consolidations, mergers, and liquidations, or any plan therefor, and in connection therewith, to give warranties and indemnifications and to accept, retain, and/or deposit securities with and transfer title to any protective or other committee on such terms as the Trustee may deem advisable; to exchange, exercise or sell stock subscription or conversion rights; to enter into for any length of time and terminate any shareholders' agreements; and to serve on the board of directors, and any committee of such board, of the issuer of any securities held in the trust or of any affiliate of such issuer. (vn) To hold securities or other property in the Trustee's

name as Trustee under this trust, or in the Trustee's own name, or in the name of a nominee, or in the name of a custodian (or its nominee) selected by the Trustee, with or without disclosure of this trust, the Trustee being responsible for the acts of such custodian or nominee affecting such property, or to hold securities unregistered in such condition that ownership will pass by delivery, (viii) To acquire and hold any securities or other property even though the Trustee, in his separate capacity, shall have invested or may thereafter invest, using his or her own funds or other funds as to which he or she has the management and control, in the same or related securities or in the same or related other property the interest, principal or other avails of which may be
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payable at different rates or different times or may have a different rank or priority; to acquire and hold any securities or other property even though in connection therewith the Trustee, in his or her separate capacity, may receive compensation reasonable and customarily due in the course of his or her regular activities; and to acquire and hold any securities or other property even though the funds used for the acquisition thereof may directly or indirectly be used to pay the principal and/or interest with respect to loans made by the Trustee in his or her separate capacity. The intent of the grant to the Trustee of these powers is to relieve the Trustee, to the full extent permitted by law, from any liability which might arise solely because in his or her separate capacity the Trustee has an interest in such transactions, but not to relieve the Trustee of his or her duties to act fairly, conscientiously and prudently in the management and control of the trust estate. (ix) To lease all or any part of the trust estate for a term

or terms within or beyond the term of the trust for any purpose, including exploration for and removal of gas, oil and other minerals; to enter into community oil leases, pooling, and unitization agreements; and to amend or extend existing leases. (x) To loan or advance the Trustee's own funds to the

trust for any trust purpose, with interest at rates applicable to loans in similar amounts and upon similar terms; to receive security for any such loan in the form
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of a mortgage, pledge, deed of trust, security interest or other lien or encumbrance of or in any assets of the trust; to purchase any assets of the trust at their fair market value, as determined by an independent appraisal; and to sell property to the trust at a price not in excess of its fair market value, as determined by an independent appraisal. (xi) To disclaim or release or to restrict the scope of any

power that any Trustee may hold in connection with any trust established pursuant to my Will, whether such power is expressly granted in the instrument or implied by law. The Trustee shall exercise the power conferred hereby to disclaim, release or restrict in a written instrument executed by the Trustee, specifying the powers to be released or restricted and the nature of any such restriction. Such instrument shall be filed with the records of the Trustee and a copy delivered to each of the beneficiaries of the trust estate who are at the time of such disclaimer, release or restriction entitled to, or may at the Trustee's discretion, receive current distributions of the net income or principal of such trust. (xii) To employ and compensate out of the trust estate'

custodians, attorneys, accountants, brokers, investment advisors, and others whose services are, in the Trustee's discretion, necessary or convenient to the administration of the trust; to pay all or any portion of such compensation or of the

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Trustee's own fees as the respective services are performed and without prior court approval; and to act without independent investigation upon their recommendations.
(xui) To borrow money, or assume or carry indebtedness for any trust purpose and upon such terms and conditions as the Trustee determines, and, for any sums so borrowed, to issue a promissory note in the Trustee's name, and to encumber all or any part of the trust estate by mortgage, deed of trust, pledge, or otherwise, for a term within or extending beyond the term of the trust; without limiting the generality of the foregoing, to receive any property which is an addition to the trust subject to a liability, and to assume any liability in connection with the receipt of any property which is an addition to the trust. (xiv) To commence or defend, at the expense of the trust

estate, such litigation or other proceedings with respect to the trust, including without limitation the defense of any contest or other attack on this trust or any of its provisions, or with respect to any property of the trust estate, as the Trustee deems advisable, and to compromise, arbitrate, adjust or otherwise deal with and settle any claims, litigation or other proceedings against or in favor of the trust. The Trustee's powers under this provision shall apply during the term of the trust and following the distribution of the trust estate. However, the Trustee shall have no obligation or duty with respect to any litigation, claims or proceedings occurring

13
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by the distributees for any cost, expense or loss in connection with such litigation, claims or proceedings. (xv) To carry insurance of such kinds and in such amounts

as the Trustee deems advisable, at the expense of the trust, to protect the trust estate and the Trustee personally against any risk or hazard. (xvi) To partition, allocate, and distribute the trust estate, on any division or partial or final distribution of the trust estate, in undivided interests or in kind, or partly in money and partly in kind, at valuations determined by the Trustee, and to sell such property as the Trustee deems necessary to make division or distribution. In making any division or partial or final distribution of the trust estate, the Trustee shall be under no obligation to make a pro rata division, or to distribute the same assets to beneficiaries similarly situated; but rather, the Trustee may, in the Trustee's discretion, make a non pro rata division between trusts or shares and non pro rata distributions to such beneficiaries, as long as the respective assets allocated to separate trusts or shares, or distributed to such beneficiaries, have equivalent or proportionate fair market value. The income tax bases of assets allocated or distributed non pro rata need not be equivalent and may vary to a greater or lesser amount, as determined by the Trustee in his discretion, and no adjustment need be made to compensate for any difference in such bases.
10 \r the distribution of the trust estate unless the Trustee is adequately indemnified
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(xvii) To withhold from distribution, in the Trustee's discretion, at the time for the distribution of any portion of the trust estate, all or any portion of the property or amount otherwise required to be distributed, for such period as the Trustee determines in the Trustee's discretion that such property or amount may be subject to conflicting claims, to tax liabilities or deficiencies, or to other liabilities or deficiencies, contingent or otherwise, properly incurred in the administration of the trust. (xiii) To make, execute, acknowledge, and deliver, as Trustee, any and all assignments, documents of transfer or conveyance, and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted. (xix) To abandon any property or interest in property

included in the trust estate when, in the Trustee's discretion, such abandonment is in the best interest of the trust and its beneficiaries. (xx) To combine or merge the trust estate of any trust

established hereunder with or into the trust estate of any other trust established by me or by me and my husband or by my husband and having the same beneficiaries and substantially the same terms. (xxi) Without limiting the generality of the other provisions of this paragraph B, with respect to Artistic Property, to develop, acquire, receive

- 23 -

and retain such Artistic Property, even though such Artistic Property may constitute a large portion of the trust estate; to acquire, upon such terms as the Trustee considers advisable, such extensions, renewals or rights as the Trustee determines for the protection of Artistic Property and to pay all expenses in connection therewith; to make any and all agreements, contracts, assignments or arrangements for Artistic Property as the Trustee considers advisable; to institute, join in, maintain, compromise, defend, or otherwise dispose of any litigation arising in any manner in connection with Artistic Property; to license such persons and corporations as the Trustee may select to use, perform, publish, sell, distribute, or otherwise exploit, exclusively or nonexclusively, any Artistic Property for such periods of time, for such royalties or other payments, and upon such terms and conditions as the Trustee determines, with full power of modification of such licensing, distribution, or other agreements; to give such licensees or distributees a power of assignment or sublicense, with or without the consent of the Trustee, subject to such terms as the Trustee determines; to employ and pay attorneys, brokers, managers and agents, for or in connection with the sale, lease, licensing, exploitation, utilization, distribution, or other disposition of, or dealing with, Artistic Property; to transfer such Artistic Property m exchange for stock or securities in a corporation, an interest or interests as a limited and/or general partner in a partnership or an interest in a limited liability company, or an interest

I
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or interests in a tenancy in common, or a beneficial interest in a trust; and the Trustee shall be under no liability or obligation to any person for any action taken pursuant to the powers granted in this paragraph. The term "Artistic Property" refers to and includes all right, title, and interest in and to (a) artistic or intellectual works and properties of any kind and nature created, compiled, written, directed, composed, produced or otherwise authored by me or by any business entity with which I am affiliated, whether done so alone or in collaboration with others, (b) any derivatives of such works or properties, (c) my name, voice, signature, photograph, costume, appearance and likeness (including without limitation the rights recognized under section 990 of the California Civil Code), (d) the tangible embodiments of any of the foregoing (including without limitation films, tapes, prints, discs, records, cassettes, photographs and items of merchandise), (e) all copyrights, trademarks and tradenames on or associated with any of the foregoing (and all renewals and extensions thereof), (f) all rights and proceeds under contracts for the publication, performance, sale, distribution, licensing or other exploitation of any of the foregoing, including royalty rights and all other rights and causes of action of any kind or nature at any time existing in connection with any of the foregoing, or which may arise or accrue therefrom, whether such works or properties shall be finished or unfinished or published or unpublished, and including the rights to secure, extend or renew any copyrights, trademarks,
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tradenames or other agreements and the right to exercise all nghts with respect to
»

such copyrights, trademarks, tradenames or other agreements, and (g) any interest in a business entity a substantial portion of the operating assets of which consists of Artistic Property. For such purposes, works shall include all works described in or covered by section 101 of Title 17 of the United States Code, or in the provisions of the laws of other jurisdictions protecting the nghts of authors and artists. (xxii) To give a power of attorney to act for or sign the name of such Trustee to any instrument in the Trustee's fiduciary capacity, and any action taken pursuant to such power of attorney shall be valid for all purposes as if done or signed by the Trustee giving such power of attorney. Any such power of attorney may be general or may be limited to certain acts or instruments or may contain conditions and restrictions, and such power of attorney may be amended or revoked at any time by the Trustee giving such power. C. If any trust established pursuant to this Will includes as a trust

asset any interest in a policy of insurance on the life of the Trustee of that trust, the Trustee is authorized to retain such interest as a trust asset, but the Trustee whose life is insured is prohibited from exercising any incidents of ownership with respect thereto. All such incidents of ownership shall instead be exercisabie only by a special life insurance Trustee who shall be the person or persons then serving

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with the insured Trustee as co-Trustee or co-Trustees of the trust; or if there is no such person so serving, the person or persons designated in subparagraph (i) of paragraph A of this Article SIXTH to serve next as successor Trustee of the trust (after the insured Trustee ceases to act as such). The purpose of this paragraph is to avoid having any of the proceeds of such insurance included in the gross estate of the insured Trustee upon his or her death for estate tax purposes, and this paragraph shall be construed and acted upon accordingly. D. All of the powers, authorities and discretions granted to the

Trustee in his or her capacity as Trustee shall be exercisable by the Trustee only in such fiduciary capacity. The Trustee shall not exercise any discretionary power or authority conferred by my Will to make a distribution or application of any income or principal of the trust estate which would discharge in whole or in part any legal obligation of the person or persons acting as Trustee incurred in such person's individual capacity except where such obligation is incurred for the health, education, maintenance or support of such person in his or her individual capacity as beneficiary of the trust. E. (i) Income accrued or unpaid on property at the time it

is received by any trust established hereunder shall be treated as any other income of such trust. Except as otherwise specifically provided in this Will, income accrued or held undistributed by the Trustee at the termination of any trust or any
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interest in a trust established hereunder, shall go to the next beneficiaries of trust in proportion to their respective interests in such trust. Income accrued or held undistributed by the Trustee of a qualified terminable interest property trust upon the death of the spouse for whose benefit such trust has been established shall go to the estate of such spouse. This paragraph shall not apply to income accrued on United States Treasury bonds redeemed at par in payment of federal estate tax upon my death, which shall be governed by subparagraph (iii) of paragraph D of Article SEVENTH. (ii) Among successive beneficiaries of the trust, all taxes

and other current expenses shall be prorated over the period to which they relate on a daily basis. (iii) The Trustee need not physically segregate or divide

the property of the various trusts established hereunder except as segregation or division may be required by the termination of any of the trusts, but the Trustee shall keep separate accounts for the different trusts. (iv) Except as otherwise specifically provided in this Will,

the determination of all matters with respect to what is principal and income of the trust estate of any trust established pursuant to this Will and the apportionment and allocation of receipts and expenses between income and principal shall be governed by the provisions of the California Revised Uniform Principal and Income Act from
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time to time existing. Any such matter not provided for either in this Will or in the California Revised Uniform Principal and Income Act shall be determined by the Trustee in the Trustee's discretion. (v) Notwithstanding any other provision of this Will or of

the California Revised Uniform Principal and Income Act, the Trustee of any trust established pursuant to this Will shall (a) establish reasonable reserves for (1) depreciation of all

income-producing real and personal property and of capital improvements and extraordinary repairs, (2) depletion of all interests in depletable natural resources, including without limitation interests in oil, gas, mineral and timber property, and (3) amortization of all intangible property with a limited economic life, including without limitation patents and copyrights; (b) credit to principal distributions by mutual funds and

similar entities of gains from the sale or other disposition of property; and (c) amortize all premiums paid and accumulate all

discounts received in connection with the acquisition of any bond or other obligation by making an appropriate charge or credit, as the case may be, to income. F. (i) The Trustee may in the Trustee's discretion take any

actions and may make any elections which in the opinion of the Trustee will serve
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to minimize the tax liabilities of the trust and its beneficiaries. The Trustee may in the Trustee's discretion make appropriate adjustments in the rights of beneficiaries or between the income and principal accounts to compensate for the effects of any actions or elections which the Trustee believes have the effect of directly or indirectly favoring one beneficiary or group of beneficiaries over any other beneficiary or group of beneficiaries. In recognition of the difficulties of determining the amount of such adjustments, the Trustee is exonerated from any liability to the trust estate or any beneficiary on the ground that any adjustment made or omitted to be made was more or less than the adjustment required by law. (ii) When determining the distribution of income or

principal authorized hereunder, the Trustee may in the Trustee's discretion take into consideration the tax consequences to the trust and the beneficiaries to whom distribution may be made and may in the Trustee's discretion allocate different classes or items of income, deduction and credit to different beneficiaries. G. The Trustee of my Mother's Trust is expressly authorized,

in the Trustee's discretion, to permit my mother to occupy any real property and improvements (the "Residence") held by such trust and to use all furniture, fixtures and equipment (the "Personal Property") held by such trust which are associated with such Residence, on such terms as the Trustee deems advisable, whether rent free or in consideration of payment of taxes, insurance, maintenance, repairs, or

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otherwise. The Trustee of my Mother's Trust is specifically authorized to retain, acquire or otherwise purchase a Residence and Personal Property for occupancy and use by my mother pursuant to this paragraph, even though it is not productive of income and even though it constitutes all or a major portion of the trust estate. H. In any case in which the Trustee is authorized to make a

distribution of all or any portion of the trust estate to a beneficiary, the Trustee may, at the Trustee's discretion, make such distribution by making payment directly to such beneficiary or may apply such distribution for the use and benefit of such beneficiary. The circumstances in which the Trustee may apply a

distribution for the beneficiary's benefit shall include, but not be limited to, circumstances in which the Trustee determines that the beneficiary is incapacitated through illness or other cause, or the Trustee determines that a distribution is liable to be immediately subjected to attachment, execution or other form of levy in the hands of the beneficiary. Any such application of a distribution for the

beneficiary's benefit shall be made at such times and in such manner as the Trustee shall deem advisable and may include payments to persons and organizations other than the beneficiary, provided that the payment is for the benefit of the beneficiary. In such cases, the receipt of the person or organization to whom the payment is made or entrusted shall be a complete discharge of the Trustee's responsibilities with respect to such payment.
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I.

Whenever the Trustee is directed to make a distribution of all

or any portion of the trust estate, or to make a division of the trust estate into separate trusts or shares on the death of a person referred to in this Will, the Trustee may delay, without payment of interest, such distribution or division for such period as may in the Trustee's discretion be reasonably required to ascertain and provide for the payment of any tax or other obligation for which the property of the trust estate to be distributed or divided is or may become liable or to resolve any conflicting claims regarding entitlement to such property. If the Trustee elects to delay distribution or division, the delayed division or distribution shall be made as if it had taken place at the time indicated in the absence of this provision. All rights granted to beneficiaries of any trust established hereunder shall be deemed to be vested and to be effective at the time indicated in the absence of this provision. J. Payments to any beneficiary who is a minor or who is under

any other disability may be made for the beneficiary's account to the beneficiary's conservator, guardian of the person, custodian under the Uniform Transfers to Minors Act (or successor or comparable statute), parent or any other suitable adult with whom the beneficiary resides, or may be applied for the beneficiary's benefit. Sums may be paid directly to a minor beneficiary who, in the Trustee's judgment, has attained sufficient age and discretion to render it probable that such sums will 10

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be properly expended. All such payments may be made by the Trustee without the intervention of any court, and the receipt to the Trustee for the funds so distributed shall be full discharge to the Trustee thereof; but the Trustee may require such reports and take such steps as the Trustee deems advisable to assure the due application of such funds to the purposes under this trust. No bond or security shall be required of any such payee. Payments for the account of a beneficiary who is a minor which are made to a custodian under the Uniform Transfers to Minors Act (or successor or comparable statute) may, if so specified by the Trustee, be held by such custodian until the beneficiary attains age twenty-five (25) or such younger age as the Trustee specifies. K. Unless otherwise specified herein, (i) Any addition to any trust established hereunder that,

at the time of the transfer, has been wholly distributed (except as the result of the exercise of a power of appointment which did not specify the manner in which a subsequent addition to the trust shall be distributed) shall be distributed to the distributees of such trust at the time of the final distribution in the same proportion as the final distribution; if any such distributee was a natural person who is not then living, the share of such distributee shall be distributed to his or her then living issue, by right of representation; but if there are no such then living issue, such share shall augment proportionately the shares of the other distributees.
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(ii) Any addition to any trust established hereunder that, at the time of the transfer, has been partially distributed (except as the result of the exercise of a power of appointment which did not specify the manner in which a subsequent addition to the trust shall be distributed) shall augment proportionately the distributed and undistributed portions of such trust. The portion of the addition augmenting the distributed portion of such trust shall be distributed to the distributees of such trust at the time of the partial distribution (or if there has been more than one such partial distribution, to the distributees at the time of each such partial distribution) in the same proportion as the partial distribution or distributions; if any such distributee was a natural person who is not then living, the share of such distributee shall be distributed to his or her then living issue, by right of representation; but if there are no such then living issue, such share shall augment proportionately the shares of the other distributees. (hi) Any addition to any trust established hereunder over which a power of appointment has been exercised shall be held in a separate trust or distributed as if the power had not been exercised, unless the instrument exercising that power specifies the manner m which a subsequent addition to the trust shall be distributed. (iv) For purposes of this Will, the term "proportionately" shall mean equally with respect to all trusts set aside for my children and, with

-34-

respect to any trusts for the issue of my deceased child into which a trust for my deceased child has been divided, shall mean a fractional part of the trust set aside for such issue, the numerator of which fraction shall be one, and the denominator of which shall be the number of trusts into which my deceased child's trust shall be divided from time to time. Comparable principles shall apply with respect to other beneficiaries. L. Unless sooner terminated in accordance with other provisions

of this Will, all trusts established hereunder (and each trust established by the exercise of a power of appointment conferred hereunder) shall terminate one day prior to the date which is twenty-one (21) years after the death of the last survivor of the following individuals living (or in gestation) at my death: any issue of my parents. The pnncipal and undistributed income of a trust terminated pursuant to this paragraph L shall be distributed among the income beneficiaries of such trust who are then entitled to receive trust net income in the same proportion that the beneficiaries would be entitled to receive trust net income immediately before the termination of such trust. If at the time of termination the rights to income are not fixed by the terms of the trust, distribution under this paragraph L shall be made, by right of representation, to the persons who are then entitled or may in the Trustee's discretion be authorized to receive payments of trust net income.

IVI

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M.

(i)

No interest in the principal or income of any trust

established hereunder shall be anticipated, assigned, encumbered, or subjected to creditor's claim or legal process before actual receipt by the beneficiary. (ii) If the creditor of any beneficiary who is entitled to any

distributions from any trust established hereunder attempts by any means to subject to the satisfaction of his or her claim that beneficiary's interest in any distribution, then, until the release of the writ of attachment or garnishment or other process, the distribution set aside for such beneficiary shall be disposed of as follows: (a) The Trustee shall pay to or apply for the

benefit of the beneficiary all sums the Trustee in the Trustee's discretion determines to be necessary for the reasonable health, education, maintenance and support of the beneficiary according to his or her accustomed mode of life; and (b) The portion of the distribution that the Trustee

determines to exceed the amount necessary for the reasonable health, education, maintenance and support of the beneficiary according to his or her accustomed mode of life shall in the Trustee's discretion either be added to and become principal in whole or in part or be paid to or applied for the benefit of the other beneficiaries then entitled to receive distributions of net income from any such trust, in proportion to their respective interests in the trust estate; or, if there are no other beneficiaries, the excess distribution may be paid to or applied for the
10 10

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benefit of the person or persons presumptively entitled to the next eventual interest, in proportion to their respective interests in the trust. N. Until the Trustee shall have received actual written notice of

the occurrence of an event affecting the beneficial interests of any trust established hereunder, such as a birth, a marriage, or a death, the Trustee shall not be liable to any beneficiary of such trust for any distribution made as though the event had not occurred; provided, however, that this paragraph N shall not exonerate the Trustee from liability arising from nonpayment of death or generation-skipping taxes that may be payable by the trust on the occurrence of an event affecting the beneficial interests in the trust. In particular, unless within six (6) months after the death of any person holding a power of appointment given him or her pursuant to this Will, the Trustee shall have received actual written notice of an instrument purporting to exercise such power, the Trustee may distribute any property according to the terms of such trust as if the power had not been exercised. In such event if an instrument purporting to exercise such power exists, the Trustee shall not be liable to the appointees under such exercise; provided, however, that the respective rights of the appointees and distributees of such property among themselves shall be governed by applicable law. O. If any trust established under this Will has only one current

beneficiary, such beneficiary is age eighteen (18) or older, and the trust has a total
10 - 37 -

value at the end of a calendar year of FIFTY THOUSAND DOLLARS ($50,000) or less, the Trustee may, in the Trustee's discretion, distribute all of the principal and accrued or undistributed income of such trust to or for the benefit of that beneficiary and terminate the trust for that beneficiary. P. The Trustee may, in the Trustee's sole discretion, require, as

a condition to making a distribution to a beneficiary, that the beneficiary (or the beneficiary's conservator, guardian of the person, custodian under the Uniform Transfers to Minors Act, parent or other suitable adult with whom the beneficiary resides, as the Trustee in the Trustee's sole discretion determines) provide the Trustee with a release with respect to the amount so distributed and, if the Trustee in the Trustee's sole discretion deems it applicable, with respect to the entire interest of the beneficiary of this trust. Q. Any beneficiary (including a person who would be a

beneficiary but for such disclaimer) shall have the right to disclaim all or any part of any interest in the trust estate of any trust established hereunder to which such beneficiary is or may be entitled. Except as otherwise provided in this Will, any interest which is disclaimed shall be held, administered and distributed as if the disclaiming beneficiary had predeceased the person transferring such interest. No interest of the beneficiary, except for the interest specifically disclaimed, shall be affected by the disclaimer.
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R.

If an individual Trustee of a trust established hereunder has

the power, acting alone or in conjunction with any other person, to distribute income or principal of the trust to himself or herself as a beneficiary thereof, and such power is not otherwise limited by an ascertainable standard, as described in section 2041(b)(l)(A) of the Code, then the Trustee's power to make distributions to himself or herself as beneficiary shall be limited by such ascertainable standard. In addition, if an individual Trustee of a trust established under this Declaration of Trust has the power, acting alone or in conjunction with any other person, to distribute income or principal of the trust to himself or herself as a beneficiary, the final sentence of subparagraph (xvi) of paragraph B of this Article SIXTH shall not apply while such individual is Trustee. S. (i) Notwithstanding the provisions of Article FIFTH, the

Trustee is authorized as follows: (a) to subdivide the trust estate of any trust

established pursuant to this Will into separate subshares (whether or not equal), and (b) (ii) to hold any such subshare as a separate trust,

The Trustee is requested, but not directed, to make a

division of the trust estate of any such trust into separate subshares in accordance with subparagraph (i) in the manner which the Trustee believes will result in one or more of the subshares having a lower inclusion ratio, within the meaning of
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section 2642 of the Code, from the inclusion ratio with respect to the other subshare or subshares of such trust, in order to reduce overall taxes on generationskipping transfers, as determined by the Trustee in the trustee's absolute discretion. (iii) As an inducement to the Trustee to make a division

pursuant to subparagraph (i) in the appropriate case, each of the Trustee's decisions under this paragraph S shall be binding on all persons and their successors and assigns, and the Trustee shall incur no liability to any person by reason of any adverse consequences of any such decision. T. The powers, duties and immunities of the Trustee with respect

to any trust established hereunder shall continue following the termination of such trust until all the property of such trust has been distributed SEVENTH: A. I nominate LAWRENCE G. COHEN, MARTHA SMILGIS,

LESTER STEIN and RAYMOND KATZ as co-Executors of this Will. If any of them shall for any reason fail to qualify or cease to act as Executor, I nominate those of them who are able and willing so to act to act or continue to act as coExecutors of this Will. The term "my Executor" as used in this Will shall refer collectively to the person or persons then acting as Executor(s), and shall include any personal representative of my estate. No bond shall be required of any person nominated as Executor in this Will.
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B.

I authorize my Executor to hold, manage and operate during

the probate of my estate any business belonging to my estate, or to sell or liquidate any such business at such time and on such terms as my Executor deems advisable, at the risk of my estate and not at the risk of my Executor, the profits, gains and losses from the operation, sale or liquidation of any such business to inure or be chargeable to my estate as a whole; with or without previous order of court, to sell, with or without notice, at either public or private sale, and to lease, any property belonging to my estate, subject only to such confirmation as may be required by law; to invest and reinvest any surplus moneys in my Executor's hands in any investment that my Executor, at my Executor's discretion, deems advisable; to borrow money and to encumber or hypothecate by mortgage, deed of trust, pledge, or otherwise, any property in my estate; to retain, in my Executor's discretion, any property in my estate for as long as my Executor deems appropriate at the risk of the estate; and, on any preliminary or final distribution of the property in my estate, to partition, allot and distribute (pro rata or non-pro rata) my estate in kind, including undivided interests in my estate or any part of it, or partly in cash and partly in kind, or entirely in cash, in my Executor's discretion. In the event my probate estate includes any interest in any policies of insurance on the life of my Executor, my Executor shall not exercise any incidents of ownership with respect to such policies of insurance. 10 \1
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C.

My Executor shall have the right, but shall not be obligated,

to make adjustments in the rights of any beneficiaries, or among the principal and income accounts, to compensate for the consequences of any tax decision that my Executor believes has had the direct or indirect effect of preferring one beneficiary or group of beneficiaries. My Executor shall have the authority to make or not

make, in my Executor's absolute discretion, any and all tax elections and determinations provided under federal, state or local law, including without limitation the selection of a valuation date, the determination whether any or all of the expenses of administration of my estate shall be used as federal estate tax deductions or as federal income tax deductions, and the elections provided under sections 2056(b)(7)(B)(v) and 2652(a)(3) of the Code. No beneficiary under this Will, whether an income beneficiary or remainderman of any trust, or other beneficiary, shall have the right to recoupment or restoration of any loss the beneficiary may suffer as a result of any such adjustment or exercise by my Executor of the discretions conferred hereunder.

D.

(i)

I direct my Executor to pay all estate, inheritance and

succession taxes, and any interest and penalties relating to such taxes, imposed by reason of my death and attributable to my probate estate. All such payments shall be made from and charged against the residue of my estate, without adjustment or

Iv

i3 !2 •3

"42'

charge against any beneficiary of my probate estate, or any transferee of property passing outside my probate estate. (li) To the extent properly deducted in computing my

taxable estate for federal estate tax purposes, my funeral and last illness expenses, administration expenses, attorneys' fees for my probate estate and any debts of mine owed at my death and not barred by the statute of limitations or otherwise which are properly paid by my Executor shall be charged against the residue of my estate. (iii) Notwithstanding any other provision of my Will to the

contrary, to the extent my gross estate for federal estate tax purposes includes obligations of the United States, redeemable at par on death in payment of federal estate taxes, my Executor shall pay the federal estate taxes due as a result of my death in an amount not less than the par value plus accrued interest of such obligations or the amount of the federal estate taxes due with respect to my taxable estate, whichever is the lesser amount. (iv) Notwithstanding any other provision in my Will to the

contrary, my Executor shall not pay any estate, inheritance or succession taxes, nor any interest or penalties relating to such taxes, nor shall he pay my funeral or last illness expenses, administration expenses or attorneys' fees for ray probate estate, or any debts of mine at the date of my death or of my probate estate, from the

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proceeds of life insurance on my life or from funds received from qualified employee benefit plans, to the extent such proceeds or funds are excludable from my gross estate for federal estate tax purposes, unless there would otherwise be insufficient assets of the probate estate to make such payments. In such event my Executor, at my Executor's discretion, may use the proceeds of life insurance or qualified employee benefit plans to the extent my Executor deems advisable. (v) For purposes of this paragraph D, the tax, if any,

imposed on account of my death by section 4980A(d) of the Code on my interest in qualified employer plans and individual retirement plans, and any interest and penalties related to such tax, shall not be treated as a tax but shall instead by treated as a valid debt of mine. E. Payments to any beneficiary who is a minor or who is under

any other disability may be made for the beneficiary's account to the beneficiary's conservator, guardian of the person, custodian under the Uniform Transfers to Minors Act (or successor or comparable statute), parent or any other suitable adult with whom the beneficiary resides, or may be applied for the beneficiary's benefit. Sums may be paid directly to a minor beneficiary who, in my Executor's judgment, has attained sufficient age and discretion to render it probable that such sums will be properly expended. All such payments may be made by my Executor without the intervention of any court, and the receipt to my Executor for the funds so
o 10 . 44 .

distributed shall be full discharge to my Executor thereof; but my Executor may require such reports and take such steps as my Executor deems advisable to assure the due application of such funds. No bond or security shall be required of any such payee. Payments for the account of a beneficiary who is a minor which are made to a custodian under the Uniform Transfers to Minors Act (or successor or comparable statute) may, if so specified by my Executor, be held by such custodian until the beneficiary attains age twenty-five (25) or such younger age as my Executor specifies. EIGHTH: Except as otherwise provided in this Will, I have

intentionally and with full knowledge of the consequences omitted to provide herein for any of my heirs living at the date of my death. Without limiting the generality of the foregoing, I have intentionally and with full knowledge of the consequences omitted to provide for my niece, JELL COHEN, also known as JILL GATSBY, except for the gift of TEN DOLLARS ($10) referred to in Article THIRD. NINTH: A. If any beneficiary of this Will or of a trust established

hereunder directly or indirectly does any of the acts described in paragraph B, or in any way participates or assists in the commission of any such acts, any interest under my Will or in such trust given to such beneficiary is revoked and shall be

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disposed of in the same manner provided by this Will as if such beneficiary had predeceased me without issue. B. The acts described in this paragraph B are as follows: (i) Attacking or contesting in any manner this Will, any

trust of which I am a settlor, any gift made by me, the designation of a beneficiary under any plan, policy, contract or other instrument providing for the payment of a benefit in the event of my death, or any right of survivorship under joint tenancy or tenancy by the entireties of which I was a tenant at the time of my death; (li) Seeking to nullify, void or set aside, by judicial

adjudication or otherwise, this Will, any trust of which I am a settlor, any deed of gift made by me, any designation of a beneficiary under any plan, policy, contract or other instrument providing for the payment of a benefit in the event of my death, any joint tenancy or tenancy by the entireties created by me, or any of the provisions of any of them; (iii) Claiming entitlement to any asset or interest therein

of my probate estate, or of any trust of which I am a settlor by way of an oral contract, quantum meruit or promissory estoppel (whether or not such claim is successful);

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(iv)

Challenging unsuccessfully the appointment as executor

of a person appointed as executor in this Will, or the appointment as trustee of a person designated as trustee by me under any trust established by me; (v) Contesting in any manner the characterization by me

as my separate, quasi-community or community property of any property of my probate estate, of any trust of which I am a settlor, or of any property passing outside my probate estate. TENTH: A. As used in this Will: (i) References to the "child" or "children" of any

specified individual shall mean such individual's lineal descendant or descendants of the first generation where a parent and child relationship existed, as determined by California law, between the specified individual and such descendant or descendants. References to the "issue" of any specified individual shall mean such individual's lineal descendants of all generations where a parent and child relationship existed, as determined by California law, at each generation. (ii) Notwithstanding the provisions of subparagraph (i), (a)

an adopted child shall not be considered the child of the adopting parent or parents or the issue of anyone who is an ancestor of the adopting parent or parents; (b) the issue of an adopted child shall not be considered the issue of the adopting parent
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or parents or of anyone who is an ancestor of the adopting parent or parents; and (c) the provisions of section 6408(b) of the California Probate Code shall not apply. B. valid Codicil thereto. C. A reference to a section or other provision of any law, statute A reference to the "Will" of any person shall include any

or regulation shall be deemed to include any comparable successor or substitute section or provision. D. "Education" of a person shall include secondary, college,

postgraduate, professional and vocational study, as long as pursued to advantage by such person, at an institution of such person's choice, and in determining payments to be made for such education, such person's related living and travel expenses to the extent that they are reasonable shall be considered payments made for education. E. A reference to the "Code" shall mean the Internal Revenue

Code of 1986, as from time to time amended and in effect, and any provisions supplemental thereto or substituted therefor. F. A reference to a "current beneficiary" shall mean, with

respect to any trust established hereunder, any person who is entitled or may in the Trustee's discretion receive distributions of net income or principal of the trust in

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his or her capacity as a beneficiary thereof, other than solely in connection with the termination of the trust. G. A person shall be considered living at the happening of a
\d event if the person is in gestation when that event occurs and is later born

living. H. Whenever the context clearly requires it, the singular and

plural persons shall include each other, and the masculine, feminine and neuter genders shall include the others. ELEVENTH: I have not entered into either a contract to make wills or a contract not to revoke wills. TWELFTH: I request that LILI ZANUCK, MARTHA SMELGIS and WARREN COWAN arrange a funeral ceremony, consisting of a small temple religious service conducted by a rabbi, and a memorial service. I request that RAYMOND KATZ and JACKIE APPELB AUM handle the religious aspects of the service. I am to be buned in my family plot in Pleasantville, New York. I request that I be buried with a metal casket, and that it should be closed, or in a crypt if I have one. I request that my brother, my mother, WARREN COWAN, LILI ZANUCK and MARTHA SMILGIS, acting together, select the speakers for the memorial service. I request that JOHN WILLIAMS write a piece of music for the

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service, if possible. I request that WARREN COWAN write the release to the trades, and that no mention be made of my age. THIRTEENTH: If I and any beneficiary of my Will should die simultaneously or under such circumstances as to render it difficult or impossible to determine who predeceased the other, I shall be conclusively presumed to have survived such beneficiary for purposes of this Will. •ni. I ttf^. I subscribe my name to this Will this _IQ day of v/0>J1Fr' . 1994, at __ i

RONNI SUE COHEN a/k/a RONNI S. CHASEN This foregoing instrument, consisting of fifty-one (51) pages, including the page signed by us as witnesses, was at the date hereof, by RONNI SUE COHEN signed as and declared to be her Will, in the presence of us who, at her request and in her presence, and in the presence of each other, have subscribed our names as witnesses thereto. Each of us observed the signing of this Will by

RONNI SUE COHEN and by each other subscribing witness and knows that each signature is the true signature of the person whose name was signed. Each of us is now more than twenty-one (21) years of age and a
o

competent witness and resides at the address set forth after his name.
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We are acquainted with RONNI SUE COHEN. At this time, she is over the age of eighteen (18) years, and to the best of our knowledge she is of sound mind and memory and is not acting under duress, menace, fraud, misrepresentation, or undue influence. We declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and this declaration is executed on /O 77 ; 1994, at hecQ foeff Ccl*?to•

Residing at (Signature) (PrintName) Residing at (Print Name) Residing at (Signature) (Print Name)
DOCID U \JMAM\COHEN\7388 WIL U \JMAM\FORM\I95

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COX, CASTLE & NICHOLSON LLP JAMES M A MURPHY (STATE BAR NO 80453) GABRIELR DUARTE (STATE BAR NO 266171) 2049 Century Park East 28th Floor Los Angeles, CA 90067-3284 Telephone (310)277-4222 Facsimile (310)277-7889

LOS ANGELES SUPERIOR COURT

ENTERED SUSTAIN JOHN H CLAHKE, CLERK
DEPUTY

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io 27 328
lAWOFiicrsoi
X

Attorneys for Petitioner LAWRENCE G COHEN

SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF LOS ANGELES, WEST DISTRICT

In re the Estate of RONNI SUE COHEN (a k a RONNl SUE CHASEN)

CASE NO

SP008372

DECLARATION OF JAMES M A MURPHY IN SUPPORT OF EXPARTE PETITION FOR LETTERS OF SPECIAL ADMINISTRATION
Date

Time
Dept

DECLARATION OF JAMES M.A. MURPHY I, JAMES M A MURPHY, declare as follows 1 I am a lawyer admitted to practice in the State of California and a partner in the law

firm of Cox, Castle & Nicholson LLP, attorneys for LAWRENCE G COHEN (the 'Petitioner') This declaration is made m support of the EX PARTE PETITION FOR LETTERS OF SPECIAL ADMINISTRATION (the "Petition") The facts set forth in this declaration are personally known to me and I have first hand knowledge of the same If called as a witness, I could and would

competently testify to the facts set forth m this declaration 2 Cox, Castle & Nicholson LLP was engaged by Petitioner for purposes of preparing and

submitting to the Court the Petition There is urgency to file the Petition and to have Petitioner appointed as special administrator on an e\e basis
51678\404IOI3vl DECLARATION OF JAMES M A MURP11Y IN SUPPOR f Of CX I*ARIL Pi: III ION FOR Li:TI i:RS Or SITCIAl ADMINISIRAIION

NICHOLSOiN ULP i os AN'GEI rs

cox, CAS i ut <&—

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3 10, 1994

Petitioner is one of three living executors nominated in the decedent's will dated June The other two nominated executors are MARTHA SMILGIS and LESTER STEIN and

each will be given notice of the Petition by 10 00 a m the day before the date of hearing on the Petition I have personal knowledge that RAYMOND KATZ, the fourth executor nominated in the decedent's will dated June 10,1994 is deceased 4 Decedent owned and operated Chasen & Company as a sole proprietorship up until her

sudden and unexpected death on November 16. 2010 Chasen & Company, a public relations firm that represents numerous clients in the film mdustiy, employs several people and is a valuable asset of the Estate The Oscars season is extremely busy for Chasen & Company because many of its clients require active representation leading up to and after the Oscar awards early next year Without access to the bank, savings and other financial investment accounts titled in decedent's name, it is impossible to meet the immediate and long term needs of the business because the decedent ran the business out of these accounts It would be detrimental to the estate if Chasen & Company were to cease

functioning at this time Chasen & Company requires immediate and continuing attention in order to meet payroll obligations, preserve and maintain inventory, and pay general costs of business 5 Petitioner has the key to a safe deposit box held in the name of decedent The contents

15 16 17 18 19
20

of the safe deposit box are unknown, but it is suspected that a more recent executed will of the decedent may be contained in said safe deposit box since 1 prepared a new will foi her in 2006 1 declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct

21 22 23 24 25
26

Dated

,2010

27
5l678\40410l3v! DECLARA riON OF JAMES M A MURPI! Y IN SUPPOR I OP M PAK1C PC 1 1 1 ION TOR LF. fl PRS OF SPECIAL ADMINISIRA1ION

cox, CAS 1 1 t &
NICHOLSON I.LP
1 OS /\rfcEI FS

COX, CASTLE & NICHOLSON LLP JAMES M A MURPHY (STATE BAR NO 80453) GABRIEL R DUARTE (STATE BAR NO 266171) 2049 Century Park East 28th Floor Los Angeles, CA 90067-3284 Telephone (310)277-4222 Facsimile (310)277-7889
5 6 7 8 9
10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26

LOS ANGELES SUPERIOR COURT

FILED
NOV 3

° 2010

BY

Attorneys for Petitioner LAWRENCEG COHEN

SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF LOS ANGELES, WEST DISTRICT

In re the Estate of

CASE NO SP008372 DECLARATION OF GABRIEL R DUARTE REGARDING EX PARTS NOTICE ON EX PARTE PETITION FOR LETTERS OF SPECIAL ADMINISTRATION Date December 3, 2010 Time 9 1 5 a m Dept N

RONNI SUE COHEN (a k a RONNI SUE CHASEN)

DECLARATION OF GABRIEL R. DUARTE
I, GABRIEL R DUARTE, declare as follows 1 I am a lawyer admitted to practice m the State of California and an associate in the law

firm of Cox, Castle & Nicholson LLP, attorneys for LAWRENCE G COHEN (the "Petitioner") This declaration is made with respect to the EX PARTE PETITION FOR LETTERS OF SPECIAL ADMINISTRATION (the "Petition") The facts set forth in this declaration are personally known to me and I have first hand knowledge of the same If called as a witness, 1 could and would

competently testify to the facts set forth in this declaration 2 On November 30, 2010, I caused to be mailed by Federal Express Standard Overnight

ro 27
28
1 OS ANGEUM

(for delivery to occur by 4 00 p m on December 1, 2010) a written notice of the ex parts hearing on Case No SP008372
DECLARATION OP GABRIEL R DUARTE RE £XPARTE NOTICE

COVCASl l,fc & N1CHOI SON I I P 62376W04 101 Svl

the Petition to those persons and entities named in the decedent's will dated June 10, 1994 Petitioner is the only issue of the decedent's deceased parents A true and correct copy of the letter notice is

attached hereto as Exhibit "1." The addressees' names and addresses are listed in the written notice attached as Exhibit "1." The address used for each addressee is the address provided by the addressee to the Petitioner for contact purposes or, in the case of the charitable organizations, was obtained from the Secretary of State website of the state in which the organization was incorporated 3 On November 30, 2010, 1 called Lester Stem and advised him over the phone that

Petitioner would be making an ex parts appearance through his counsel at 9 15 a m on December 3 2010, in Department N of the Los Angeles Superior Court, located at 1725 Mam Street, Santa Monica.

10

California seeking the relief requested m the Petition (namely, the appointment of Petitioner as Special Administrator with the power to open any safe deposit box held in the name of decedent, take custody of all bank, savings and other financial or investment accounts titled in decedent's name, and change or transfer title to one or more accounts in the name of decedent's estate, and utilize the funds of said estate accounts to pay past due, due and ongoing expenses of Chasen & Company) Lester Stem was provided this telephonic notice in addition to the written notice delivered to him on December 2, 2010 (as described in Paragraph 2 of this Declaration, above) because he is a nominated executor by the decedent's will dated June 10, 1994 4 At approximately 1230 p m on November 30, 2010, I called John A Schulman

11
12 13 14 15 16 17 18 19 20 21
22
23 24 25 26 - 27 8 28
LAW p£FICES OF LOS Xisbl LES

attorney for Martha Smilgis, and advised him via phone message that Petitioner would be making an ex pane appearance through his counsel at 9 15 a m on December 3, 2010. in Department N of the Los Angeles Superior Court, located at 1725 Main Street, Santa Monica, California becking the reliel requested in the Petition (namely, the appointment of Petitioner as Special Administrator with the power to open any safe deposit box held in the name of decedent, take custody of all bank, savings and other financial or investment accounts titled in decedent's name, and change or transfer title to one or more accounts in the name of decedent's estate, and utilize the funds of said estate accounts to pay past due, due and ongoing expenses of Chasen & Company) John A Schulman was provided

this telephonic notice in addition to the written notice delivered to him and Martha Smilgis on December 2, 2010 (as described in Paragraph 2 of this Declaration, above) because she is a nominated
Case No SP008372
DCCLARA I ION OF GABRIEL R DUART C RC U' I'ARTC NO I ICE

COXfGASILE* NICHOLSON U.p62376V)0410ISvl

1
2

executor by the decedent's will dated June 10, 1994 1 declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct .2010 GABRIEL R DUARTE

3

4 Dated A/*/e**Ur 30 5

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w 27
LAWOFWCESOF COX, CAS I Lt & NICHOLSON 1.1. p62376\404IQI5vl LOS ANGELES

328 s

Case No DECLARATION OF GABRIEL R DUARTE RC

SP008372

Cox CASTLE N ICHOLSON

i

cox, castie & NurhoUon LIP
2049 Century Park East, 28* Floor Los Angeles, California 90067-3284 P 310 277 4222 F 310 277 7889 Gabriel R Duane 3102842263 gduaric@coxcastlt com

November 30, 2010

F.U No 62376

VIA FEDERAL EXPRESS FIRST PRIORITY To Those On The Attached Distribution List Re
Ex Pane^Petition for Lettcis oFSpecial Administiation For the Estate oFRonni Sue Cohen fa k a Ronni Sue Chasen)

Deai Interested Person We reptesent Mr Lawrence G Cohen ("Mr Cohen"), proposed special administrator of the estate of Ronni Sue Cohen (a k a Ronni Sue Chasen) (the "Estate") This letter serves as notice to you that Mr Cohen will file an Ex Parte Petition for Letters of Special Administration Specifically, Mr Cohen will petition the Court for an older that Mr Cohen be appointed Special Administrator of the Estate and be given the power to open a safe deposit box held in the name of the decedent, and to use estate funds to pay past due, due and ongoing expenses of the decedent's sole proprietorship, Chasen &C Company, in order to preserve and protect the business (an asset of the Estate) The Petition for Letters of Special Administration will be heard expartezt 9 1 5 a m on December 3, 2010 in Department N of the Los Angeles Superior Couit (West Distnct), located at 1725 Mam Street, Santa Monica, CA 90401 If you intend to appear or have someone appear on your behalf at the ex pane hearing on the Petition for Letters of Special Administration, please kindly call me at (310) 2842263 Sincerely,

Gabriel R Duartc
GRD Enclosure cc Lawrence G Cohen James M A Murphy, Esq

10

62376\4041020vl

wwwcoxcastlecom

Los Angeles | Orange County | San Franc.sco

ESTATE OF RONNI SUE COHEN, DECEASED DISTRIBUTION LIST FOR NOTICE OF HEARING ON EX PARTE PETITION FOR LETTER OF SPECIAL ADMINISTRATION

Lawrence G Cohen 2111 ColdwaterCyn Beverly Hills, CA 90211 Martha Smilgis 82 Olive Mill Road Santa Barbara, CA 93108 Additional Notice Sent To John A Schulman, Esq Mitchell Silberberg & Knupp LLP 11377 W Olympic Boulevard Los Angeles, CA 90064 Lester Stem 10960 Wilshire Blvd #1100 Los Angeles, CA 90024 Melissa Cohen 2111 ColdwaterCyn Beverly Hills, CA 90211 Cynthia Costas Cohen 2111 ColdwaterCyn Beverly Hills, CA 90211 Deborah Raffm 2170 Century Park East Apt 1507 South Los Angeles, CA 90067 Candy Clark 13935HatterasSt Van Nuys, CA 91401 -4342
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Pam Wagner 2111 Coldwater Cyn Beverly Hills, CA 90211 Demse Goforth 2111 Coldwater Cyn Beverly Hills, CA 902 11 Valerie Van Galder 327 East Rustic Road Santa Monica, CA 90402 Joanne Berlmsky 430 Via Colmas Westlake Village, CA 9 1362 Vanessa Berlmsky 430 Via Colmas Westlake Village, CA 91362 Sandra Manley 419 E 78th St, Apt 1 C New York, NY 10021 Elizabeth Smith 225 East 74lh Street, Apt 2J New York, NY 10021 Peter Spengler 156HillspomtRoad Westport, CT 06880 Sandy Littman 1 1 1 6 N Genesee Ave Los Angeles, CA 90046 Martin Katz 9540 Brighton Way Beverly Hills, CA 902 10 David Chasman 21 1 Spaulding Drive Beverly Hills, CA 902 12 Robert Goforth 2 1 1 1 Coldwater Cyn Beverly Hills, CA 90211

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Louis Cohen Goforth c/o Janelle Webb 1175 York Ave, Apt 14A New York, NY 10065 Jill Cohen, a ka Jill Gatsby 9641 RoyaltonDr Beverly Hills, CA 90210 Lih Zanuck 9465 Wilshire Blvd , Ste 930 Beverly Hills, CA 90212 Jackie Appelbaum 9255 Doheny Road West Hollywood, CA 90069 John Williams 333 Lonng Ave Los Angeles, CA 90024 Academy of Motion Picture Arts and Sciences Attn John B Quinn 8949 Wilshire Blvd Beverly Hills, CA 90211 Simon Wiesenthal Center Attn C T Corporation System 818 W 7lh Street Los Angeles, CA 9003 5 Hole in the Wall Gang Fund, Inc 555 Long Wharf Drive New Haven, CT 06511 Additional Notice Sent To Hole in the Wall Gang Fund, Inc Attn Jamie K. Gerard, Esq 246 Post Road East Westport, CT 06880

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Make a Wish Foundation IntI Attn Jon Stettner 4742 North 24lh Street, Ste 400 Phoenix, AZ 85016-4862 Womans' Cancer Research Fund Attn Merrily Newton Chief Financial Officer 1201 W 5 l h St,Ste T-700 Los Angeles, CA 90017 American Film Institute Attn P John Burke 2029 Century Park East, Ste 2600 Los Angeles, CA 90067 Gilda Radner Hereditary Cancer Program at Cedars Sinai Medical Attn Matthew Rabin Associate Director of Gift Planning 8700 Beverly Blvd , # 2416 Los Angeles, CA 90048 (323)866-8149 Big Sister Volunteers of Los Angeles Inc Attn Judith Nelson 6022 Wilshire Blvd , Ste 202 Los Angeles, CA 90036 Corp for Public Broadcasting Attn Westwood Smithers General Counsel
401 9 lh St Northwest, Washington D C 20004

St Jude Children's Research Hospital Attn Karla Cameo Legal Department 501 St Jude PI Memphis, TN 38105
W 62376V»043094v!

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