Ronni Chasen Probate

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.
LL. LAWRENCE G COHEN
tjNTERED wv 3 02010
SUPERIOR COURT Of CALIFORNIA, COUNTY OF Los Angeles SUSTAINl
STREETADORESS 1725 Mam Street
MAILING ADDRESS 1725 Main Street
CITY AND ZIP CODE Santa Monica, CA 90401
BRANCH NAME WCSt DlStCICt
ESTATE OF {Name) RONNI SUE COHEN (a k a RONNI SUE CHASEN)

DECEDENT
CASE NUMBER
PETITION FOR EjJ
Q
Probate of Will and for Letters Testamentary
Probate of Will and for Letters of Administration with
Will Annexed
SP008372
HEARING DATE
Q Letters of Administration JAM 0 1
Q Letters of Special Administration Q with general powers
13 Authorization to Administer Under the Independent
Administration of Estates Act LJ with limited authority
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 requests that
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 C5 full Q limited authority be granted to administer under the Independent Administration of Estates Act
d (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 at (place) Beverly Hills, CA

(1) E3 a resident of the county named above
(2) D 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 Pfobatu Coo* 558002 1M50

i ~i Judicial Council of California
PETITION FOR PROBATE ivww courti/ifo ca gov
:* DE-111 [Rev March 1 2GOB) (Probate—Decedents Estates)
1*1
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 $ 4,700,00000
(2) Annual gross income from
(a) real property $ 0 00
(b) personal property $ 500,000 00
(3) Subtotal (add (1) and (2)) $ 5,200,000 00
(4) Gross fair market value of real property $ 900,00000
(5) (Less) Encumbrances $( OOP )
(6) Net value of real property $ 900,000 00
(7) Total (add (3) and (6)) $ 6,100,00000
(1) £3 Will waives bond [J Special administrator is the named executor, and the will waives bond
(2) Q All beneficiaries are adults and have waived bond, and the will does not require a bond
(Affix waiver as Attachment 3d(2))
(3) D All heirs al law are adults and have waived bond (Affix waiver as Attachment 3d(3))
(4) CD Sole personal representative ts a corporate fiduciary or an exempt government agency
(1) CD Decedent died intestate
(2) [3 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 £3 death CD declination
HH other reasons (specify)
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 Petitioner is a nominee of a person entitled to Letters (Affix nomination as Attachment 3f(2)(b))
(c) CH 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 resident of the United States

^ (4) n nonresident of the United States
'DE.MMR.vM.rchi zoos] PETITION FOR PROBATE Pa » e2ol<(
^ (Probate—Decedents Estates)
J^ONNI SUE COHEN (a k a RONNI SUE CHASEN)

DECEDENT
4 3 Decedent's will does not preclude administration of this estate under the Independent Administration of Estates Act
5 a Decedent was survived by (check items (1) or (2), and (3) or (4), and (5) or (6), and (7) or (8))
0) D spouse
(2) I23 no spouse as follows
(a) E3 divorced or never mamed
(b) d spouse deceased
(3) d registered domestic partner
(4) ^ no registered domestic partner
CSee Fam Code, § 297 5(c), Prob Code, §§ 37(b), 6401(c), and 6402)
(5) d child as follows
(a) d natural or adopted
(b) l~l natural adopted by a third party
(6) (3 no child
(7) PI issue of a predeceased child
(8) E] no issue of a predeceased child
b 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)
6 (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)
a d Decedent was survived by a parent or parents who are listed in item 8
b IXIDecedent was survived by issue of deceased parents, all of whom are listed in item 8
c I IDecedent was survived by a grandparent or grandparents who are listed m item 8
d d Decedent was survived by issue of grandparents, all of whom are listed in item 8
e d Decedent was survived by issue of a predeceased spouse, all of whom are listed in item 8
f C Decedent was survived by next of km, all of whom are listed in item 8
g I IDecedent 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
7 (Complete only if no spouse or issue survived decedent)
a £>3 Decedent had no predeceased spouse
b O 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) d Decedent was survived by issue of a predeceased spouse, all of whom are listed m item 8
(b) d Decedent was survived by a parent or parents of the predeceased spouse who are listed in item 8
(c) l~~l Decedent was survived by issue of a parent of the predeceased spouse, all of whom are listed in item 8
(d) d Decedent was survived by next of km of the decedent, all of whom are listed in item 8
(e) d Decedent was survived by next of km of the predeceased spouse, all of whom are listed in item 8
(3) n neither (1) nor (2) apply
8 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
V
( DE111 [R.v March 12008) PETITION FOR PROBATE P.B.Jo«

'j (Probate—Decedents Estates)
.RONNI SUE COHEN (a k a RONN1 SUE CHASEN)

DECEDENT
8 Name and relationship to decedent

See Attachment 8
K! Continued on Attachment 8
9 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 Signatures of additional petitioners follow last attachment

s.
OE-tll (Rev March t 20O6|

PETITION FOR PROBATE Pago 4 of 4
(Probate—Decedents Estates)
ESTATE OF RONNI SUE COHEN, DECEASED
ATTACHMENT 8 TO PETITION FOR PROBATE
Name Age Relationship to Decedent
Lawrence G Cohen Adult Nominated co-Executor, Specific and

2111 ColdwaterCyn Contingent Residual Beneficiary, Brother
Beverly Hills, CA 90211 of Decedent
Martha Smilgis Adult Nominated co-Executoi

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
Lester Stem Adult Nominated co-Executor

10960WilshireBlvd #700
Raymond Katz Adult Deceased, Nominated co-Executor
Carolyn Cohen Adult Deceased, Mother of Decedent

Melissa Cohen Adult Specific and Residual Beneficiary, Niece
2 1 1 1 ColdwaterCyn of Decedent
Beverly Hills, CA 90211
Cynthia Costas Cohen Adult Specific Beneficiary, Sister-m-Law

2111 ColdwaterCyn
Deborah Raffm Adult Specific Beneficiary, Friend

2 170 Century Park East
Apt 1507 South
Candy Clark Adult Specific Beneficiary, Friend

13935HatterasSt
1-1 Van Nuys, CA 91 40 1-4342
10
Pam Wagner Adult Specific Beneficiary, Step-Niece of
2111 Coldwater Cyn Decedent
Denise Goforth Adult Specific Beneficiary, Married to Step-

2111 Coldwatei Cyn Nephew of Decedent
Valerie Van Galder Adult Specific Beneficiary, Friend

327 East Rustic Road
Santa Monica, CA 90402
Joanne Berhnsky Adult Specific Beneficiary, Friend

430 Via Colmas
Westlake Village, CA 91362
Vanessa Berhnsky Adult Specific Beneficiary, Friend

430ViaColmas
Sandra Manley Adult Specific Beneficiary, Friend

419 E 7 8 l h S t , A p t 1 C
New York, NY 10021
Elizabeth Smith Adult Specific Beneficiary, Friend

225 East 74lh Street, Apt 2J
New York, NY 10021
Warren Cowan Adult Deceased, Specific Beneficiary
Peter Spengler Adult Specific Beneficiary, Friend

156HillspomtRoad
Westport, CT 06880
Michael Vmer Adult Deceased, Specific Beneficiary , Friend
Sandy Littman Adult Specific Beneficiary, Friend

1116 N Genesee Ave
Martin Katz Adult Specific Beneficiary. Friend

9540 Brighton Way
David Chasman Adult Specific Beneficiary, Fuend

211 Spaulding Drive
Robert Goforth Adult Specific Beneficiary, Step-Nephew of
2111 ColdwaterCyn Decedent
Louis Cohen Goforth Adult Specific Beneficiary, Step-Nephew of

c/o Janelle Webb Decedent (Janelle Webb is Louis Cohen
1175 York Ave , Apt 14A Goforth's Mother)
New York, NY 10065
Jill Cohen, a ka Jill Gatsby Adult Specific Beneficiary, Niece of Decedent

9641 RoyaltonDr
Lili Zanuck Adult Requested to help anange funeral, Friend

9465 Wilshire Blvd , Ste 930
Jackie Appelbaum Adult Requested to help arrange funeral, Friend

9255 Doheny Road
West Hollywood, CA 90069
John Williams Adult Requested to help arrange funeral, Friend

333 Lonng Ave
Academy of Motion Picture Arts N/A Specific Beneficiary

and Sciences
Attn John B Qumn
8949 Wilshire Blvd
Simon Wiesenthal Center N/A Specific Beneficiary

Attn C T Corporation System
818 W 7th Street
Hole in the Wall Gang Fund, Inc N/A Specific Beneficiary

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
I> Westport, CT 06880
\1
Make a Wish Foundation Intl N/A Specific Beneficiary
Attn JonStettner
4742 North 24lh Street, Ste 400
Phoenix, AZ 85016-4862
Womans' Cancer Research Fund N/A Specific Beneficiary

Attn Merrily Newton
Chief Financial Officer
1201 W 5th St, Ste T-700
American Film Institute N/A Specific Beneficiary

Attn P John Burke
2029 Century Park East Ste 2600
Gilda Radner Hereditary Cancer

Program at Cedars Sinai Medical
Attn Matthew Rabin N/A Specific Beneficialy
Associate Director of Gift Planning
8700 Beverly Blvd, # 2416
(323)866-8149
Big Sister Volunteers of Los N/A Contingent Residual Beneficiary

Angeles Inc.
Attn Judith Nelson
Corp for Public Broadcasting N/A Contingent Residual Beneficiary

Attn Westwood Smithers
General Counsel
401 9th St
Northwest, Washington D C
20004
St Jude Children's Research N/A Contingent Residual Beneficiary

Hospital
Attn Karla Carnco
Legal Department
501 St Jude PI
Memphis, TN 38105
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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: I revoke all Wills and Codicils that I have previously
made.
SECOND: I am unmarried. I have no children, living or
deceased.
THIRD:
A. 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.
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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. I give the following sums to the following charitable
organizations:
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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: I give the residue of my estate, including any failed
or lapsed gifts, as follows:
A. If my niece, MELISSA COHEN, survives me, the residue of
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
FIVE THOUSAND DOLLARS ($5,000) to the CORPORATION FOR PUBLIC
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
FIVE THOUSAND DOLLARS ($5,000) to the CORPORATION FOR PUBLIC
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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1-1
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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

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O
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
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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, mortgages, deeds of trust, mortgage

i ,1
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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
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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
10
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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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O
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
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o
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
10
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22 -
o~*
(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,

IV
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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
10
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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
10
,'3
10
o -28-
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
-4
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ly
!j -29-
o
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.

10
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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.
io\
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|iV.J SJ f\
(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
13
« -35-
o
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
!g -36-
o
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) to hold any such subshare as a separate trust,
(ii) 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
10
- 39 -
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 generation-
skipping 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 co-
Executors 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.

u-*
10
£ - 40 -
o
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
-»i
- 41 -
o
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 "42'
•3
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
! - 43 -
-.-*
o
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
jo - 45 -
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);
10
\ 46 -
(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
-I
s
& - 47 -
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. A reference to the "Will" of any person shall include any
valid Codicil thereto.
C. A reference to a section or other provision of any law, statute
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
(0
- 48 -
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
Is)
- 49 -
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,
__ i
at
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
competent witness and resides at the address set forth after his name.
o
f -50 -
o
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 \ vcv.
(Print Name)
Residing at
(Signature)
(Print Name)
DOCID U \JMAM\COHEN\7388 WIL

U \JMAM\FORM\I95
ro
s
ro
COX, CASTLE & NICHOLSON LLP
JAMES M A MURPHY (STATE BAR NO 80453) LOS ANGELES SUPERIOR COURT
GABRIELR DUARTE (STATE BAR NO 266171) ENTERED
2049 Century Park East
28th Floor SUSTAIN JOHN H CLAHKE, CLERK
Los Angeles, CA 90067-3284
Telephone (310)277-4222 DEPUTY
Facsimile (310)277-7889
5
Attorneys for Petitioner
6 LAWRENCE G COHEN
7
8 SUPERIOR COURT OF THE STATE OF CALIFORNIA
9 FOR THE COUNTY OF LOS ANGELES, WEST DISTRICT
10
11 In re the Estate of CASE NO
SP008372
12 RONNI SUE COHEN (a k a RONNl DECLARATION OF JAMES M A MURPHY
SUE CHASEN) IN SUPPORT OF EXPARTE PETITION FOR
13 LETTERS OF SPECIAL ADMINISTRATION
14
Date
15 Time
Dept
16
17
18 DECLARATION OF JAMES M.A. MURPHY
19 I, JAMES M A MURPHY, declare as follows

20 1 I am a lawyer admitted to practice in the State of California and a partner in the law
21 firm of Cox, Castle & Nicholson LLP, attorneys for LAWRENCE G COHEN (the 'Petitioner') This
22 declaration is made m support of the EX PARTE PETITION FOR LETTERS OF SPECIAL
23 ADMINISTRATION (the "Petition") The facts set forth in this declaration are personally known to
24 me and I have first hand knowledge of the same If called as a witness, I could and would
25 competently testify to the facts set forth m this declaration
26 2 Cox, Castle & Nicholson LLP was engaged by Petitioner for purposes of preparing and
io 27 submitting to the Court the Petition There is urgency to file the Petition and to have Petitioner
328 appointed as special administrator on an e\e basis
X
lAWOFiicrsoi 51678\404IOI3vl
cox, CAS i ut <&—
NICHOLSOiN ULP DECLARATION OF JAMES M A MURP11Y IN SUPPOR f Of CX I*ARIL Pi: III ION FOR Li:TI i:RS Or SITCIAl
i os AN'GEI rs
ADMINISIRAIION
1 3 Petitioner is one of three living executors nominated in the decedent's will dated June
2 10, 1994 The other two nominated executors are MARTHA SMILGIS and LESTER STEIN and
3 each will be given notice of the Petition by 10 00 a m the day before the date of hearing on the
4 Petition I have personal knowledge that RAYMOND KATZ, the fourth executor nominated in the
5 decedent's will dated June 10,1994 is deceased
6 4 Decedent owned and operated Chasen & Company as a sole proprietorship up until her
7 sudden and unexpected death on November 16. 2010 Chasen & Company, a public relations firm
8 that represents numerous clients in the film mdustiy, employs several people and is a valuable asset of
9 the Estate The Oscars season is extremely busy for Chasen & Company because many of its clients
10 require active representation leading up to and after the Oscar awards early next year Without access
11 to the bank, savings and other financial investment accounts titled in decedent's name, it is impossible
12 to meet the immediate and long term needs of the business because the decedent ran the business out
13 of these accounts It would be detrimental to the estate if Chasen & Company were to cease
14 functioning at this time Chasen & Company requires immediate and continuing attention in order to
15 meet payroll obligations, preserve and maintain inventory, and pay general costs of business
16 5 Petitioner has the key to a safe deposit box held in the name of decedent The contents
17 of the safe deposit box are unknown, but it is suspected that a more recent executed will of the
18 decedent may be contained in said safe deposit box since 1 prepared a new will foi her in 2006
19 1 declare under penalty of perjury under the laws of the State of California that the foregoing is
20
true and correct
21
22
Dated ,2010
23
24
25
26
27
5l678\40410l3v!
cox, CAS 1 1 t &
NICHOLSON I.LP 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
1 OS /\rfcEI FS
ADMINISIRA1ION
COX, CASTLE & NICHOLSON LLP
JAMES M A MURPHY (STATE BAR NO 80453)
FILED
LOS ANGELES SUPERIOR COURT
GABRIEL R DUARTE (STATE BAR NO 266171)
28th Floor
NOV 3 ° 2010
Los Angeles, CA 90067-3284
Telephone (310)277-4222
Facsimile (310)277-7889 BY
5
Attorneys for Petitioner
6 LAWRENCEG COHEN
7
8 SUPERIOR COURT OF THE STATE OF CALIFORNIA
9 FOR THE COUNTY OF LOS ANGELES, WEST DISTRICT
10
11 In re the Estate of CASE NO SP008372
12 RONNI SUE COHEN (a k a RONNI DECLARATION OF GABRIEL R DUARTE

SUE CHASEN) REGARDING EX PARTS NOTICE ON EX
13 PARTE PETITION FOR LETTERS OF
SPECIAL ADMINISTRATION
14
15 Date December 3, 2010

Time 9 1 5 a m
16 Dept N
17
18
DECLARATION OF GABRIEL R. DUARTE
19
I, GABRIEL R DUARTE, declare as follows
20
1 I am a lawyer admitted to practice m the State of California and an associate in the law
21
firm of Cox, Castle & Nicholson LLP, attorneys for LAWRENCE G COHEN (the "Petitioner") This
22
declaration is made with respect to the EX PARTE PETITION FOR LETTERS OF SPECIAL
23
ADMINISTRATION (the "Petition") The facts set forth in this declaration are personally known to
24
me and I have first hand knowledge of the same If called as a witness, 1 could and would
25
competently testify to the facts set forth in this declaration
26
2 On November 30, 2010, I caused to be mailed by Federal Express Standard Overnight
ro 27
(for delivery to occur by 4 00 p m on December 1, 2010) a written notice of the ex parts hearing on
28
COVCASl l,fc &
N1CHOI SON I I P 62376W04 101 Svl Case No SP008372
1 OS ANGEUM
DECLARATION OP GABRIEL R DUARTE RE £XPARTE NOTICE
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
11 Administrator with the power to open any safe deposit box held in the name of decedent, take custody
12 of all bank, savings and other financial or investment accounts titled in decedent's name, and change
13 or transfer title to one or more accounts in the name of decedent's estate, and utilize the funds of said
14 estate accounts to pay past due, due and ongoing expenses of Chasen & Company) Lester Stem was
15 provided this telephonic notice in addition to the written notice delivered to him on December 2, 2010
16 (as described in Paragraph 2 of this Declaration, above) because he is a nominated executor by the
17 decedent's will dated June 10, 1994
18 4 At approximately 1230 p m on November 30, 2010, I called John A Schulman
19 attorney for Martha Smilgis, and advised him via phone message that Petitioner would be making an
20 ex pane appearance through his counsel at 9 15 a m on December 3, 2010. in Department N of the
21 Los Angeles Superior Court, located at 1725 Main Street, Santa Monica, California becking the reliel
22 requested in the Petition (namely, the appointment of Petitioner as Special Administrator with the
23 power to open any safe deposit box held in the name of decedent, take custody of all bank, savings
24 and other financial or investment accounts titled in decedent's name, and change or transfer title to
25 one or more accounts in the name of decedent's estate, and utilize the funds of said estate accounts to
26 pay past due, due and ongoing expenses of Chasen & Company) John A Schulman was provided
- 27 this telephonic notice in addition to the written notice delivered to him and Martha Smilgis on
8 28 December 2, 2010 (as described in Paragraph 2 of this Declaration, above) because she is a nominated
LAW p£FICES OF
COXfGASILE*
NICHOLSON U.p62376V)0410ISvl
LOS Xisbl LES
Case No SP008372
DCCLARA I ION OF GABRIEL R DUART C RC U' I'ARTC NO I ICE
1 executor by the decedent's will dated June 10, 1994
2 1 declare under penalty of perjury under the laws of the State of California that the foregoing is
3 true and correct
4 Dated A/*/e**Ur 30 .2010

GABRIEL R DUARTE
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
w 27
328
s
LAWOFWCESOF
COX, CAS I Lt &
NICHOLSON 1.1. p62376\404IQI5vl Case No SP008372
LOS ANGELES
DECLARATION OF GABRIEL R DUARTE RC
i
Cox CASTLE N ICHOLSON 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) 284-
2263
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
Martha Smilgis
82 Olive Mill Road
Santa Barbara, CA 93108
John A Schulman, Esq

Mitchell Silberberg & Knupp LLP
11377 W Olympic Boulevard
Lester Stem
10960 Wilshire Blvd #1100
Melissa Cohen
2111 ColdwaterCyn
Cynthia Costas Cohen

2111 ColdwaterCyn
Deborah Raffm
Apt 1507 South
Candy Clark
13935HatterasSt
Van Nuys, CA 91401 -4342
w
s
o
Pam Wagner
2111 Coldwater Cyn
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
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
Martin Katz
9540 Brighton Way
David Chasman
21 1 Spaulding Drive
Robert Goforth
2 1 1 1 Coldwater Cyn
10
o
-J.
o
Louis Cohen Goforth
c/o Janelle Webb
1175 York Ave, Apt 14A
New York, NY 10065
Jill Cohen, a ka Jill Gatsby

9641 RoyaltonDr
Lih Zanuck
Jackie Appelbaum
9255 Doheny Road
West Hollywood, CA 90069
John Williams
333 Lonng Ave
Academy of Motion Picture Arts

and Sciences
Attn John B Quinn
8949 Wilshire Blvd
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
Hole in the Wall Gang Fund, Inc

Attn Jamie K. Gerard, Esq
246 Post Road East
Westport, CT 06880
w
s
o
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
American Film Institute

Attn P John Burke
2029 Century Park East, Ste 2600
Gilda Radner Hereditary Cancer

Program at Cedars Sinai Medical
Attn Matthew Rabin
Associate Director of Gift Planning
8700 Beverly Blvd , # 2416
(323)866-8149
Big Sister Volunteers of Los

Angeles Inc
Attn Judith Nelson
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!
8
o1»
o

Ronni Chasen Probate

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DE-111

ESTATE OF {Name) RONNI SUE COHEN (a k a RONNI SUE CHASEN)

3 a Decedent died on (date) November 16, 2010 at (place) Beverly Hills, CA

| iForra Adopted to Mandatory Use Pfobatu Coo* 558002 1M50

JJONNI SUE COHEN (a k a RONNI SUE CHASEN)

C] Continued in Attachment 3f(1)(d)

(3) £3 resident of the United States

'DE.MMR.vM.rchi zoos] PETITION FOR PROBATE Pa » e2ol<(

J^ONNI SUE COHEN (a k a RONNI SUE CHASEN)

( DE111 [R.v March 12008) PETITION FOR PROBATE P.B.Jo«

.RONNI SUE COHEN (a k a RONN1 SUE CHASEN)

8 Name and relationship to decedent

9 Number of pages attached

(TYPE OR PRINT NAME OF PETITIONER) (SIGNATURE OF PETITIONER)

i *i O Signatures of additional petitioners follow last attachment

OE-tll (Rev March t 20O6|

ATTACHMENT 8 TO PETITION FOR PROBATE

Name Age Relationship to Decedent

Lawrence G Cohen Adult Nominated co-Executor, Specific and

Martha Smilgis Adult Nominated co-Executoi

Additional Notice Sent To

John A Schulman, Esq

Lester Stem Adult Nominated co-Executor

Raymond Katz Adult Deceased, Nominated co-Executor

Carolyn Cohen Adult Deceased, Mother of Decedent

Cynthia Costas Cohen Adult Specific Beneficiary, Sister-m-Law

Deborah Raffm Adult Specific Beneficiary, Friend

Candy Clark Adult Specific Beneficiary, Friend

Denise Goforth Adult Specific Beneficiary, Married to Step-

Valerie Van Galder Adult Specific Beneficiary, Friend

Joanne Berhnsky Adult Specific Beneficiary, Friend

Vanessa Berhnsky Adult Specific Beneficiary, Friend

Sandra Manley Adult Specific Beneficiary, Friend

Elizabeth Smith Adult Specific Beneficiary, Friend

Warren Cowan Adult Deceased, Specific Beneficiary

Peter Spengler Adult Specific Beneficiary, Friend

Michael Vmer Adult Deceased, Specific Beneficiary , Friend

Sandy Littman Adult Specific Beneficiary, Friend

Martin Katz Adult Specific Beneficiary. Friend

David Chasman Adult Specific Beneficiary, Fuend

Louis Cohen Goforth Adult Specific Beneficiary, Step-Nephew of

Jill Cohen, a ka Jill Gatsby Adult Specific Beneficiary, Niece of Decedent

Lili Zanuck Adult Requested to help anange funeral, Friend

Jackie Appelbaum Adult Requested to help arrange funeral, Friend

John Williams Adult Requested to help arrange funeral, Friend

Academy of Motion Picture Arts N/A Specific Beneficiary

Simon Wiesenthal Center N/A Specific Beneficiary

Hole in the Wall Gang Fund, Inc N/A Specific Beneficiary

Additional Notice Sent As Follows

Hole in the Wai! Gang Fund, Inc

Womans' Cancer Research Fund N/A Specific Beneficiary

American Film Institute N/A Specific Beneficiary

Gilda Radner Hereditary Cancer

Big Sister Volunteers of Los N/A Contingent Residual Beneficiary

Corp for Public Broadcasting N/A Contingent Residual Beneficiary

St Jude Children's Research N/A Contingent Residual Beneficiary

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: I revoke all Wills and Codicils that I have previously

SECOND: I am unmarried. I have no children, living or

A. 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