RESOLUTION


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 (GUST legislation) require that certain provisions of the Plan be amended;

THEREFORE, BE IT RESOLVED that effective as of January 1, 1998, the Association hereby amends the Philadelphia Bar Association Pension Plan (the "Plan") to comply with the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997, the Internal Revenue Service Restructuring and Reform Act of 1998, and the Community Renewal Tax Relief Act of 2000 (together, "GUST");

FURTHER RESOLVED that, in order to carry out the intent of the foregoing Resolution, the Association hereby approves and adopts the amended and restated Plan, 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, in the opinion of counsel, including making further amendments to the Plan and its trust, to effectuate the intent of the foregoing resolution.

PHILADELPHIA BAR ASSOCIATION
BOARD OF GOVERNORS
ADOPTED: FEBRUARY 28, 2002