RESOLUTION ADOPTING TECHNICAL AMENDMENTS TO THE PHILADELPHIA BAR ASSOCIATION PENSION PLAN

WHEREAS, the Philadelphia Bar Association maintains a pension plan known as the Philadelphia Bar Association Pension Plan (the "Plan");

WHEREAS, recent changes in Federal law require that certain provisions of the Plan be amended;

WHEREAS, it is necessary to incorporate all existing amendments to the Plan into a single document in accordance with the Internal Revenue Service's Determination Letter Program under which the Plan will be submitted for a determination letter on or before January 31, 2008;

NOW THEREFORE, in accordance with the authority granted to them under the Plan, the Board of Governors hereby takes the following actions:

RESOLVED, that the Association hereby amends the Plan to comply with:

(1) certain required and optional provisions of the Pension Protection Act of 2006, including: (a) increasing the period within which a participant may elect an optional form of benefit to 180 days, (b) adopting a 3 year cliff vesting schedule to comply with the accelerated vesting requirements, (c) providing a direct rollover option to non-spouse beneficiaries, and (d) reflecting that an eligible rollover distribution may be rolled directly into a Roth IRA beginning in 2008; and,
(2) the final regulations issued under Internal Revenue Code section 415, including: (a) specifically excluding severance pay and other amounts paid later than 2 1/2 months after termination of employment, and (b) incorporating the final regulations by reference;

FURTHER RESOLVED, that, in order to carry out the intent of the foregoing Resolution, the Association hereby approves and adopts the Plan, as amended and restated effective January 1, 2007, substantially in the form attached hereto; and,

FURTHER RESOLVED, that the Association hereby authorizes and directs the Executive Director to execute and file with the Internal Revenue Service an application for a favorable determination letter to the effect that the amended and restated Plan does not adversely affect the prior favorable determination received by the Plan under section 401(a) of the Code, or the tax exempt status of the trust under the Plan under section 501(c) of the Code, and to take such other and further actions as they deem necessary or appropriate, at the direction of the Pension Committee, including making further amendments to the Plan and its trust, to effectuate the intent of the foregoing resolutions.

PHILADELPHIA BAR ASSOCIATION
BOARD OF GOVERNORS
ADOPTED: OCTOBER 25, 2007