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Article V and Article VI of the Trust are hereby modified in their entirety and

replaced with a new Article V and Article VI, respectively, as follows:

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"ARTICLE FIVE
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5. 6
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DISTRlBUTIONS

AFTER DECEASED SETTLOR'S DEATH

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.5.1. Payment of Death Taxes, Debts, and Expenses on Statement From Personal Representative. After the death of the first settlor to-die (hereafter referred to as "deceased settlor"), on receipt by the trustee of-a written statementfrom the personal representative of the deceased settlor's estate requesting that the trustee pay death taxes, debts, and expenses (including, without limitation, all legally enforceable debts, funeral' expenses, expenses of last illness, and administration and property expenses), with respect to any property in the deceased settlor's estate, the trustee shall pay, either directly or to the personal representative, any amounts requested by the personal representative for those purposes, in the manner specified below. The trustee may rely on the personal representative's statement and shall not be liable for any act or omission by the personal representative in protesting or failing to protest the legality, propriety, or amount of the death taxes, .debts, or expenses. If there is no personal representative, the trustee shall make the payments directly. Payments of debts and expenses shall be made by the trustee from the trust estate. However, payments of debts and expenses shall be made only out of (I) the deceased settlor's separate property.jf any, (2) the deceased settlor's one-half (112) interest in the settlors' community property, and (3) the deceased settlor's one-half (1/2) interest in the deceased settlor's quasicommunity property, and shall not be made from the surviving settlor's property. All death taxes payable by reason of the-deceased settlor's death shall he prorated and apportioned .among the persons interested in-the deceased settlor's estate as provided in the California Probate Code. Any death taxes attributable to any property passing to the surviving settlor .that qualifies for the federal estate tax marital deduction shall be paid prorata out of property that does .not qualify for the federal estate tax marital deduction, so that the property qualifying for the federal estate tax marital deduction shall pass to the surviving settlor free of any death taxes. The trustee shall not pay death taxes, debts, and. expenses or other obligations of the deceased settlor or the deceased settlor's estate from proceeds of insurancepolicies on the deceased settlor's life if making those payments would be the sole cause of the proceeds being includable inthe deceased settlor's gross estate for federal estate taxpurposes. 5.2. Trust Estate Allocated to Power'of Appointment Trust. On the deceased settlor's death, the remaining trust estate shall be held, administered, and distributed according to the terms of the Power of Appointment Trust, as set-forth in Article Six. 5.3. Intention That Disposition Be Eligible for Marital Deduction. The settlors intend that the disposition of the trust estate set forth in the preceding section (to the extent that it provides for. disposition of the deceased settlor's property) be eligible for thefederal estate tax marital deduction, and this instrument shall be construed according.ly.

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2B.

ORDER APPROVING

MODIFICATION. 2

OF TRUST