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;

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 reflect the technical amendment requested by the Internal Revenue Service and referenced in the favorable determination letter issued by the Internal Revenue Service on June 16, 2003;

AND BE IT FURTHER RESOLVED, that the Association hereby amends the Plan to reflect certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA") and the regulations issued under section 401(a)(9) of the Internal Revenue Code;

AND BE IT FURTHER RESOLVED, that, in order to carry out the intent of the foregoing Resolutions, the Association hereby approves and adopts the Plan, as amended and restated effective January 1, 2002, substantially in the form attached hereto; and

AND BE IT 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: July 24, 2003