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FILED
5/7/2024 11:35 AM
JOHN F. WARREN
COUNTY CLERK
DALLAS COUNTY
PR-24-01620-2
CAUSE No.
IN RE: ESTATE OF IN THE PROBATE COURT
KENNETH D. LILLARD, NO.
DECEASED OF DALLAS COUNTY, TEXAS
PETITION FOR DECLARATORY JUDGMENT
Judy Griffiths, individually and as trustee of the K.D. Lillard and J.C. Lillard Revocable
Living Trust (“Judy”), files this Petition for Declaratory Judgment to seek a determination of her
rights, status, and other legal relationships, and she respectfully shows the Court as follows:
I NOTICE OF ANCILLARY ESTATE PROCEEDING
1 Pursuant to Local Rule 2.01(a)(4), petitioner gives notice that this action is ancillary
to the Estate of Kenneth D. Lillard, deceased, cause no. PR-24-00606-2 in Probate Court no. 2 of
Dallas County, Texas (“Estate Proceeding”). As described in greater detail below, this action asks
the Court to construe a will filed for probate in that proceeding.
II. DISCOVERY CONTROL PLAN
2. Judy moves the Court to enter a Level 3 scheduling order and discovery plan
tailored to the needs of this suit.
Til. PARTIES
3 Petitioner Judy Griffiths, individually and as trustee of the K.D. Lillard and J.C.
Lillard Revocable Living Trust is a natural person and resident of Placer County, California.
4 Rene Duboise is a natural person who resides in Harrison County at 3667 Lansing
Switch Road, Longview, Texas 75602. Ms. Duboise applied for letters testamentary and for
probate of a will in the Estate Proceeding. This proceeding concerns the construction of that will.
Petition for Declaratory Judgment Page 1 of 8
IV. BACKGROUND
5 Judy Griffiths asks the Court to declare her rights, status, and legal relations in
connection with Kenneth Lillard’s estate, will, and trust.
A. The Kenneth and Juiling Lillard Trust, Estate, and Estate Plan
6. Judy Griffiths is the niece of decedent Kenneth D. Lillard (“Kenneth”) and his
former spouse Juiling Lillard (“Juiling”). Kenneth and Juiling amassed a sizeable estate over their
42 years of marriage. Together, Kenneth and Juiling created an estate plan to preserve their estate
for the benefit of their closest family, including Judy. The lynchpin of this estate plan was a trust
called the K.D. Lillard and J.C. Lillard Revocable Living Trust, dated September 6, 2007 (“2007
Trust”). After Juiling’s death in 2011, Kenneth undertook additional estate planning, apparently
creating a new will, another trust, and a prenup in anticipation of his marriage to Icela Lillard. On
information and belief, Kenneth’s post-2011 estate planning may have also included trust
amendments that affect Judy’s rights and status as a beneficiary and successor trustee. At all times
relevant to this petition, Jack Garbo, Esq. was Kenneth’s estate planning counsel and the scrivener
of his estate planning documents.
7 Judy believes, based on documents sent to her by Mr. Garbo about 10 years ago,
that she is a 1/3 beneficiary and the acting trustee of the 2007 Trust. See Exhibit A, Restatement
of 2007 Trust, at Section 3.01; Exhibit B, Trustee Succession Provisions, at Section 3.03(a). Judy’s
appointment as successor trustee became effective upon the incapacity of first-named successor
Carroll Bob Winn. See Exhibit B at Section 3.07 (successor trusteeship may be terminated if
successor trustee is incapacitated); Exhibit C, Declaration of Incapacity (made by Judy per Section
3.07 procedures). Those provisions, however, may have been amended during the intervening
years.
Petition for Declaratory Judgment Page 2 of 8
B. Judy Attempts to Ascertain Her Rights, Status, and Legal Relation:
8 Kenneth died in 2023, and this probate proceeding ensued. Applicant Rene Duboise
now seeks probate of a will dated March 16, 2018 (“Kenneth’s Will”). Therein, Kenneth conveys
his entire separate estate as follows:
— =
All my separate property assets of whatever nature and kind, wherever situated,
shall be distributed to my revocable living trust. The names of my trusts are:
Kenneth D. Lillard, Trustee, or his successors in trust, under the K. D.
Lillard Revocable Living Trust, dated November 27, 2018, and any
amendments thereto.
Kenneth D. Lillard, Trustee, or his successors in trust, under the K. D.
Lillard and J. C. Lillard Revocable Living Trust, dated September 6, 2007,
and any amendments thereto.
Exhibit D, Kenneth’s Will. The provision above contains several ambiguities that obscure Judy’s
rights, status, and legal relations:
“ Which assets, if any, are properly characterized as Kenneth’s separate property, to the
extent that a prenup alters property characterization principles?
&Me“ Does the provision above refer to a single trust beneficiary (“shall be distributed to my
revocable living trust”) or multiple trusts (“names of my trusts are”)?
o“ Given that Judy is aware of past amendments and the reference in the provision above to
“any amendments thereto,” do one or more intervening amendments remove Judy as
successor trustee or beneficiary of the 2007 trust?
9. Judy believes that Kenneth’s separate estate may have been transferred outside the
custody and control of Kenneth himself or his trust(s), potentially in violation of Kenneth’s prenup
agreement. However, before Judy can determine whether any such conduct is actionable, she must
first determine whether she has legal standing and a pecuniary interest in Kenneth’s estate and
trust.
Petition for Declaratory Judgment Page 3 of 8
10. Judy attempted to ascertain her rights, status, and legal relations to Kenneth’s trust
and estate outside court. Exhibit E, letter to Jack Garbo, Esq. (internal exhibits omitted). In
response, Mr. Garbo at first appeared willing to provide the information and documents that Judy
requested. Judy’s counsel and Mr. Garbo—who also represents the applicant in this proceeding—
twice scheduled a meeting to discuss Judy’s interest in Kenneth’s trust and estate. However, after
a series of delays and cancellations, it became apparent that Judy’s extrajudicial requests were
insufficient. To date, Judy has not received a single document or piece of information responsive
to her requests. She therefore asks the Court for assistance to determine her rights, status, and legal
relations in connection with Kenneth Lillard’s estate and trust(s).
iV; JURISDICTION AND VENUE
A. Jurisdiction
11. This Court has original and exclusive jurisdiction over this proceeding because it
is, in essence, a will construction suit.!
12. Further, this Court may pendent and ancillary jurisdiction over this action as
necessary to promote judicial efficiency and economy.”
13. Further, to the extent Kenneth’s Will is admitted to probate, this Court has
jurisdiction over this action as a matter related to a probate proceeding because it is an action for
“the interpretation and administration of an inter vivos trust. 293
' Tex. Est. Code §§ 32.001(b), 31.001(7).
? Tex. Est. Code § 32.001(b).
3 Tex. Est. Code §§ 32.001 (a), 31.002(b)(3).
Petition for Declaratory Judgment Page 4 of 8
B. Venue
14. Dallas County is the proper venue for this proceeding as the county in which all or
a substantial part of the events or omissions giving rise to the claims herein occurred.*
15. This Court is the proper venue for this action because “venue for any cause of action
related to a probate proceeding pending in a statutory probate court is proper in [that] statutory
095
probate court.
VI. PETITION FOR DETERMINATION OF RIGHTS
16. The Texas Declaratory Judgment Act provides a broad framework for
determination of rights, status, and other legal relations. Petitioners may utilize it for a variety of
purposes, including purposes not expressly within the Act.° This comports with the Act’s directive
for its provisions “to be liberally construed and administered. 27 Declaratory judgment is especially
appropriate here, however, given that the requested relief largely fits within two examples of
declaratory relief described by the Act itself, as follows:
A person interested under a... will... or other writings constituting a contract...
may have determined any question of construction... arising under the
instrument. . and obtain a declaration of rights, status, or other legal relations
thereunder.®
[ ]
A person interested as... a trustee..., devisee..., or [beneficiary] in the
administration of a trust or of the estate of a decedent... may have a declaration of
rights or legal relations in respect to the trust or estate: ...to ascertain any class of...
4 Tex. Civ. Prac. & Rem. Code § 15.002(1).
5 Tex. Est. Code § 33.002.
® See Tex. Civ. Prac. & Rem. Code § 37.003(c).
7 Id. at § 37.002(b).
8 Id. at § 37.004(a).
Petition for Declaratory Judgment Page 5 of 8
devisees.. [or] to determine any question... of construction of wills and other
writings.
17. The facts and events alleged above have created uncertainty and insecurity with
respect to rights, status, and other legal relations of Judy, the 2007 Trust, and Kenneth’s Estate. In
order to afford relief from that uncertainty and insecurity, Judy prays that the Court declare the
following rights, status, and legal relations:
(a) the rights conferred by the 2007 Trust—in other words, the current terms of the 2007 Trust,
including any amendments, modifications, supplements, or any other documents
containing the current terms of the 2007 Trust;
(b) the current status of the 2007 Trust in other words, whether this trust has been terminated;
(c) whether Kenneth’s Will provides that the 2007 Trust is a 50% beneficiary of all separate
property in Kenneth’s estate;
(d) Judy’s status as successor trustee of the 2007 Trust;
(e) Judy’s status as beneficiary of the 2007 Trust;
(f) Judy’s rights, as successor trustee, to administer separate property in Kenneth’s estate as
provided by Kenneth’s Will; and
(g) the status of Kenneth’s separate property in relation to any pre- or postnuptial agreements.
VII. ATTORNEY’S FEES
18. Judy hired the undersigned counsel at RMO LLP to represent her in this matter and
to pay such counsel her reasonable and necessary attorney’s fees and expenses. Judy and her
attorneys acted in good faith and with just cause. Judy requests that the Court order that Kenneth’s
estate reimburse her for her reasonable and necessary attorney’s fees and expenses incurred in this
proceeding pursuant to Texas Civil Practice and Remedies Code section 37.009.
° Id. at § 37.005(1, 3).
Petition for Declaratory Judgment Page 6 of 8
VII. CONDITIONS PRECEDENT
19. All conditions precedent to Judy’s recovery on the claims asserted by Judy herein
were performed or have occurred.
Ix. RULE 47 STATEMENT
20. Pursuant to the provisions of Texas Rule of Civil Procedure 47, Judy alleges that
the damages sought herein are within the jurisdictional limits of the Court. At this time, Judy has
not had an opportunity to complete discovery and do not have all information relating to the
attorney’s fees and expenses incurred in connection with this proceeding. However, in order to
fulfill the requirements of Rule 47, and subject to Judy’s right to amend and the sound discretion
of the judge or jury, Judy states that she seeks only non-monetary relief. Judy also seeks judgment
for all other reliefto which Judy is entitled at equity or at law.
x. PRAYER
21. Based on the foregoing, Judy prays that the Court enter judgment for:
(a) declaratory relief as stated herein;
(b) reimbursement of her attorney’s fees and expenses from Kenneth’s estate;
(c) pre- and post-judgment interest;
(d) costs of court; and
(e) such other and further relief to which Judy may be justly entitled, at law or in equity,
including general relief.
Petition for Declaratory Judgment Page 7 of 8
Respectfully submitted,
/s/ Matthew Bourque
Matthew Bourque
State Bar no. 24078245
bourquem@rmola’ ers.com
RMO
4131 N. Central Expy., Ste. 900
Dallas, Texas 75204
Phone: (214) 427-5643
Counsel for Judy Griffiths
Petition for Declaratory Judgment Page 8 of 8
EXHIBITA
COPY
The First Amendment and Restatement
of the
Marital Trust and Marital Trust Two
of the
K. D. LILLARD and J. C. LILLARD
REVOCABLE LIVING TRUST
On September 6, 2007, KENNETH D. LILLARD, also known as KENNETH DEAN
LILLARD, and JUILING C. LILLARD, also known as JUILING CHANG LILLARD,
signed the K. D. LILLARD and J. C. LILLARD REVOCABLE LIVING TRUST (“our
trust”), more formally known as:
KENNETH D. LILLARD and JUILING C. LILLARD, Trustees of the K. D.
LILLARD and J. C. LILLARD REVOCABLE LIVING TRUST dated September
6, 2007, and any amendments.
Trustmaker, JUILING C. LILLARD passed away on December 17, 2011, leaving
KENNETH D. LILLARD as the Surviving Trustmaker and Sole Trustee of the above
Trust.
Article Eight of our trust permits the Surviving Trustmaker to amend the Marital Trust
and Marital Trust Two by total restatement in writing at any time. This Amendment and
Restatement represents the First Amendment to the Marital Trust and Marital Trust Two
of our Trust Agreement.
Section 1.01 Amendment
The Surviving Trustmaker hereby exercises his right to amend the Marital Trust and
Marital Trust Two of the K. D. LILLARD and J. C. LILLARD REVOCABLE LIVING
TRUST pursuant to the total Restatement attached hereto as Exhibit A, which shall
replace Article Eight and Article Nine of the above referenced Trust Agreement, in their
entirety.
Section 1.02 Contest Provision
This Section of our Amendment applies to our trust and to this Amendment. If any
provision of this Section conflicts with any provision of our trust, the provision of this
Section will prevail.
The First Amendment and Restatement of the
Marital Trust and Marital Trust Two of the
K. D. LILLARD and J. C. LILLARD REVOCABLE LIVING TRUST
Page 1
If any person attempts to contest or oppose the validity of this trust or any amendment to
this trust, or commences, continues, or prosecutes any legal proceedings to set this trust
aside, then that person will forfeit his or her share, cease to have any right or interest in
the trust property, and will be considered to have predeceased the last of us to die for
purposes of this instrument.
Section 1.03 Effective Date
The provisions of this Amendment are effective immediately after I execute it.
Section 1.04 Ratification and Confirmation
I confirm all provisions of our trust (and any prior amendments) that are not modified by
this Amendment.
I executed this Amendment on ( lyri f 6 » 2012.
I certify that I have read this Amendment to our trust, and that it correctly states the
changes | desire to make to our trust. I approve this Amendment to our trust in all
particulars, and request our Trustee to execute it.
a
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FILED 5/7/2024 11:35 AM JOHN F. WARREN COUNTY CLERK DALLAS COUNTY PR-24-01620-2 CAUSE No. IN RE: ESTATE OF IN THE PROBATE COURT KENNETH D. LILLARD, NO. DECEASED OF DALLAS COUNTY, TEXAS PETITION FOR DECLARATORY JUDGMENT Judy Griffiths, individually and as trustee of the K.D. Lillard and J.C. Lillard Revocable Living Trust (“Judy”), files this Petition for Declaratory Judgment to seek a determination of her rights, status, and other legal relationships, and she respectfully shows the Court as follows: I NOTICE OF ANCILLARY ESTATE PROCEEDING 1 Pursuant to Local Rule 2.01(a)(4), petitioner gives notice that this action is ancillary to the Estate of Kenneth D. Lillard, deceased, cause no. PR-24-00606-2 in Probate Court no. 2 of Dallas County, Texas (“Estate Proceeding”). As described in greater detail below, this action asks the Court to construe a will filed for probate in that proceeding. II. DISCOVERY CONTROL PLAN 2. Judy moves the Court to enter a Level 3 scheduling order and discovery plan tailored to the needs of this suit. Til. PARTIES 3 Petitioner Judy Griffiths, individually and as trustee of the K.D. Lillard and J.C. Lillard Revocable Living Trust is a natural person and resident of Placer County, California. 4 Rene Duboise is a natural person who resides in Harrison County at 3667 Lansing Switch Road, Longview, Texas 75602. Ms. Duboise applied for letters testamentary and for probate of a will in the Estate Proceeding. This proceeding concerns the construction of that will. Petition for Declaratory Judgment Page 1 of 8 IV. BACKGROUND 5 Judy Griffiths asks the Court to declare her rights, status, and legal relations in connection with Kenneth Lillard’s estate, will, and trust. A. The Kenneth and Juiling Lillard Trust, Estate, and Estate Plan 6. Judy Griffiths is the niece of decedent Kenneth D. Lillard (“Kenneth”) and his former spouse Juiling Lillard (“Juiling”). Kenneth and Juiling amassed a sizeable estate over their 42 years of marriage. Together, Kenneth and Juiling created an estate plan to preserve their estate for the benefit of their closest family, including Judy. The lynchpin of this estate plan was a trust called the K.D. Lillard and J.C. Lillard Revocable Living Trust, dated September 6, 2007 (“2007 Trust”). After Juiling’s death in 2011, Kenneth undertook additional estate planning, apparently creating a new will, another trust, and a prenup in anticipation of his marriage to Icela Lillard. On information and belief, Kenneth’s post-2011 estate planning may have also included trust amendments that affect Judy’s rights and status as a beneficiary and successor trustee. At all times relevant to this petition, Jack Garbo, Esq. was Kenneth’s estate planning counsel and the scrivener of his estate planning documents. 7 Judy believes, based on documents sent to her by Mr. Garbo about 10 years ago, that she is a 1/3 beneficiary and the acting trustee of the 2007 Trust. See Exhibit A, Restatement of 2007 Trust, at Section 3.01; Exhibit B, Trustee Succession Provisions, at Section 3.03(a). Judy’s appointment as successor trustee became effective upon the incapacity of first-named successor Carroll Bob Winn. See Exhibit B at Section 3.07 (successor trusteeship may be terminated if successor trustee is incapacitated); Exhibit C, Declaration of Incapacity (made by Judy per Section 3.07 procedures). Those provisions, however, may have been amended during the intervening years. Petition for Declaratory Judgment Page 2 of 8 B. Judy Attempts to Ascertain Her Rights, Status, and Legal Relation: 8 Kenneth died in 2023, and this probate proceeding ensued. Applicant Rene Duboise now seeks probate of a will dated March 16, 2018 (“Kenneth’s Will”). Therein, Kenneth conveys his entire separate estate as follows: — = All my separate property assets of whatever nature and kind, wherever situated, shall be distributed to my revocable living trust. The names of my trusts are: Kenneth D. Lillard, Trustee, or his successors in trust, under the K. D. Lillard Revocable Living Trust, dated November 27, 2018, and any amendments thereto. Kenneth D. Lillard, Trustee, or his successors in trust, under the K. D. Lillard and J. C. Lillard Revocable Living Trust, dated September 6, 2007, and any amendments thereto. Exhibit D, Kenneth’s Will. The provision above contains several ambiguities that obscure Judy’s rights, status, and legal relations: “ Which assets, if any, are properly characterized as Kenneth’s separate property, to the extent that a prenup alters property characterization principles? &Me“ Does the provision above refer to a single trust beneficiary (“shall be distributed to my revocable living trust”) or multiple trusts (“names of my trusts are”)? o“ Given that Judy is aware of past amendments and the reference in the provision above to “any amendments thereto,” do one or more intervening amendments remove Judy as successor trustee or beneficiary of the 2007 trust? 9. Judy believes that Kenneth’s separate estate may have been transferred outside the custody and control of Kenneth himself or his trust(s), potentially in violation of Kenneth’s prenup agreement. However, before Judy can determine whether any such conduct is actionable, she must first determine whether she has legal standing and a pecuniary interest in Kenneth’s estate and trust. Petition for Declaratory Judgment Page 3 of 8 10. Judy attempted to ascertain her rights, status, and legal relations to Kenneth’s trust and estate outside court. Exhibit E, letter to Jack Garbo, Esq. (internal exhibits omitted). In response, Mr. Garbo at first appeared willing to provide the information and documents that Judy requested. Judy’s counsel and Mr. Garbo—who also represents the applicant in this proceeding— twice scheduled a meeting to discuss Judy’s interest in Kenneth’s trust and estate. However, after a series of delays and cancellations, it became apparent that Judy’s extrajudicial requests were insufficient. To date, Judy has not received a single document or piece of information responsive to her requests. She therefore asks the Court for assistance to determine her rights, status, and legal relations in connection with Kenneth Lillard’s estate and trust(s). iV; JURISDICTION AND VENUE A. Jurisdiction 11. This Court has original and exclusive jurisdiction over this proceeding because it is, in essence, a will construction suit.! 12. Further, this Court may pendent and ancillary jurisdiction over this action as necessary to promote judicial efficiency and economy.” 13. Further, to the extent Kenneth’s Will is admitted to probate, this Court has jurisdiction over this action as a matter related to a probate proceeding because it is an action for “the interpretation and administration of an inter vivos trust. 293 ' Tex. Est. Code §§ 32.001(b), 31.001(7). ? Tex. Est. Code § 32.001(b). 3 Tex. Est. Code §§ 32.001 (a), 31.002(b)(3). Petition for Declaratory Judgment Page 4 of 8 B. Venue 14. Dallas County is the proper venue for this proceeding as the county in which all or a substantial part of the events or omissions giving rise to the claims herein occurred.* 15. This Court is the proper venue for this action because “venue for any cause of action related to a probate proceeding pending in a statutory probate court is proper in [that] statutory 095 probate court. VI. PETITION FOR DETERMINATION OF RIGHTS 16. The Texas Declaratory Judgment Act provides a broad framework for determination of rights, status, and other legal relations. Petitioners may utilize it for a variety of purposes, including purposes not expressly within the Act.° This comports with the Act’s directive for its provisions “to be liberally construed and administered. 27 Declaratory judgment is especially appropriate here, however, given that the requested relief largely fits within two examples of declaratory relief described by the Act itself, as follows: A person interested under a... will... or other writings constituting a contract... may have determined any question of construction... arising under the instrument. . and obtain a declaration of rights, status, or other legal relations thereunder.® [ ] A person interested as... a trustee..., devisee..., or [beneficiary] in the administration of a trust or of the estate of a decedent... may have a declaration of rights or legal relations in respect to the trust or estate: ...to ascertain any class of... 4 Tex. Civ. Prac. & Rem. Code § 15.002(1). 5 Tex. Est. Code § 33.002. ® See Tex. Civ. Prac. & Rem. Code § 37.003(c). 7 Id. at § 37.002(b). 8 Id. at § 37.004(a). Petition for Declaratory Judgment Page 5 of 8 devisees.. [or] to determine any question... of construction of wills and other writings. 17. The facts and events alleged above have created uncertainty and insecurity with respect to rights, status, and other legal relations of Judy, the 2007 Trust, and Kenneth’s Estate. In order to afford relief from that uncertainty and insecurity, Judy prays that the Court declare the following rights, status, and legal relations: (a) the rights conferred by the 2007 Trust—in other words, the current terms of the 2007 Trust, including any amendments, modifications, supplements, or any other documents containing the current terms of the 2007 Trust; (b) the current status of the 2007 Trust in other words, whether this trust has been terminated; (c) whether Kenneth’s Will provides that the 2007 Trust is a 50% beneficiary of all separate property in Kenneth’s estate; (d) Judy’s status as successor trustee of the 2007 Trust; (e) Judy’s status as beneficiary of the 2007 Trust; (f) Judy’s rights, as successor trustee, to administer separate property in Kenneth’s estate as provided by Kenneth’s Will; and (g) the status of Kenneth’s separate property in relation to any pre- or postnuptial agreements. VII. ATTORNEY’S FEES 18. Judy hired the undersigned counsel at RMO LLP to represent her in this matter and to pay such counsel her reasonable and necessary attorney’s fees and expenses. Judy and her attorneys acted in good faith and with just cause. Judy requests that the Court order that Kenneth’s estate reimburse her for her reasonable and necessary attorney’s fees and expenses incurred in this proceeding pursuant to Texas Civil Practice and Remedies Code section 37.009. ° Id. at § 37.005(1, 3). Petition for Declaratory Judgment Page 6 of 8 VII. CONDITIONS PRECEDENT 19. All conditions precedent to Judy’s recovery on the claims asserted by Judy herein were performed or have occurred. Ix. RULE 47 STATEMENT 20. Pursuant to the provisions of Texas Rule of Civil Procedure 47, Judy alleges that the damages sought herein are within the jurisdictional limits of the Court. At this time, Judy has not had an opportunity to complete discovery and do not have all information relating to the attorney’s fees and expenses incurred in connection with this proceeding. However, in order to fulfill the requirements of Rule 47, and subject to Judy’s right to amend and the sound discretion of the judge or jury, Judy states that she seeks only non-monetary relief. Judy also seeks judgment for all other reliefto which Judy is entitled at equity or at law. x. PRAYER 21. Based on the foregoing, Judy prays that the Court enter judgment for: (a) declaratory relief as stated herein; (b) reimbursement of her attorney’s fees and expenses from Kenneth’s estate; (c) pre- and post-judgment interest; (d) costs of court; and (e) such other and further relief to which Judy may be justly entitled, at law or in equity, including general relief. Petition for Declaratory Judgment Page 7 of 8 Respectfully submitted, /s/ Matthew Bourque Matthew Bourque State Bar no. 24078245 bourquem@rmola’ ers.com RMO 4131 N. Central Expy., Ste. 900 Dallas, Texas 75204 Phone: (214) 427-5643 Counsel for Judy Griffiths Petition for Declaratory Judgment Page 8 of 8 EXHIBITA COPY The First Amendment and Restatement of the Marital Trust and Marital Trust Two of the K. D. LILLARD and J. C. LILLARD REVOCABLE LIVING TRUST On September 6, 2007, KENNETH D. LILLARD, also known as KENNETH DEAN LILLARD, and JUILING C. LILLARD, also known as JUILING CHANG LILLARD, signed the K. D. LILLARD and J. C. LILLARD REVOCABLE LIVING TRUST (“our trust”), more formally known as: KENNETH D. LILLARD and JUILING C. LILLARD, Trustees of the K. D. LILLARD and J. C. LILLARD REVOCABLE LIVING TRUST dated September 6, 2007, and any amendments. Trustmaker, JUILING C. LILLARD passed away on December 17, 2011, leaving KENNETH D. LILLARD as the Surviving Trustmaker and Sole Trustee of the above Trust. Article Eight of our trust permits the Surviving Trustmaker to amend the Marital Trust and Marital Trust Two by total restatement in writing at any time. This Amendment and Restatement represents the First Amendment to the Marital Trust and Marital Trust Two of our Trust Agreement. Section 1.01 Amendment The Surviving Trustmaker hereby exercises his right to amend the Marital Trust and Marital Trust Two of the K. D. LILLARD and J. C. LILLARD REVOCABLE LIVING TRUST pursuant to the total Restatement attached hereto as Exhibit A, which shall replace Article Eight and Article Nine of the above referenced Trust Agreement, in their entirety. Section 1.02 Contest Provision This Section of our Amendment applies to our trust and to this Amendment. If any provision of this Section conflicts with any provision of our trust, the provision of this Section will prevail. The First Amendment and Restatement of the Marital Trust and Marital Trust Two of the K. D. LILLARD and J. C. LILLARD REVOCABLE LIVING TRUST Page 1 If any person attempts to contest or oppose the validity of this trust or any amendment to this trust, or commences, continues, or prosecutes any legal proceedings to set this trust aside, then that person will forfeit his or her share, cease to have any right or interest in the trust property, and will be considered to have predeceased the last of us to die for purposes of this instrument. Section 1.03 Effective Date The provisions of this Amendment are effective immediately after I execute it. Section 1.04 Ratification and Confirmation I confirm all provisions of our trust (and any prior amendments) that are not modified by this Amendment. I executed this Amendment on ( lyri f 6 » 2012. I certify that I have read this Amendment to our trust, and that it correctly states the changes | desire to make to our trust. I approve this Amendment to our trust in all particulars, and request our Trustee to execute it. a