AMENDMENTS TO THE PHILADELPHIA BAR ASSOCIATION PENSION PLAN

WHEREAS, the Philadelphia Bar Association Pension Plan (the Plan) was amended and restated in its entirety effective July 1, 1989;

WHEREAS, the Board of Governors of the Philadelphia Bar Association desires to amend such Plan to reflect intervening changes in the law and regulations:

NOW, THEREFORE, BE IT RESOLVED that the Board of Governors hereby votes to amend such Plan as follows:

Section 1.9 is amended by adding the following sentence at the end thereto:

Effective January 1, l994, Compensation in excess of $150, 000 (or any higher amount permissible under section 401(a)(17) of the Code) shall be disregarded.

Section 1.13 is amended by adding a new subsection 1.13.2, to read as follows, and by renumbering the remaining subsections of such Section 1.13:

1.13.2 during a leave subject to the provisions of the Family and Medical Leave Act, provided such Participant returns to employment with the Employer after the leave expires or such Act requires crediting of service for benefit purposes during such leave;

Section 1.14 is amended by adding the following sentence at the end thereof:

Effective January 1, 1994, 415 Compensation in excess of $150, 000 (or any higher amount permissible under section 401(a)(17) of the Code) shall be disregarded.

Section 1.29 is amended effective October 1, l994 by deleting said Section in its entirety and by substituting therefor the following:

1.29 Valuation Date means each business day: provided that whenever a distribution or allocation or reallocation is to occur as of a Valuation Date, the actual distribution, allocation, or reallocation shall be made within a reasonable time after the Valuation Date of reference, in accordance with the standard business procedures of the Trustee or custodian of assets.

Section 5.1 is amended effective October 1, 1995 by deleting said Section in its entirety and by substituting therefor the following:

5.1 Valuation of the Fund - General Rule. As of each Valuation Date, the fair market value of the Fund shall be the total of the net asset value of the mutual fund shares held in all Accounts of Participants, former Participants, and Beneficiaries. Earnings and losses shall be credited to and charged against Accounts in accordance with the standard practice of each such mutual fund.

Section 5.5 is amended effective October 1, 1994 by adding the following sentence at the end of subsection 5.5.2:

Notwithstanding the foregoing, credits or deductions shall be applied to purchase or sell mutual fund shares on the basis of the price of such shares as of the date of payment of a contribution to the Trustee or as of the date of distribution made by the Trustee, or as of the date of a transfer from one mutual fund option to another.

Article IX is amended by adding at the end thereof the following new Section 9.7:

9.7 Direct Rollovers
9.7.1 Introduction. This Section applies to distributions made on or after January 1, 1993 notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee's election under this Article, a distributee may elect. at the time and in the manner prescribed by the Committee, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover.

9.7.2 Definitions
9.7.2.1. Eligible Rollover Distribution. An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee's designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under section 401(a)(9) of the Code; and the portion of any distribution that is not includible in gross income (determined without resard to the exclusion for net unrealized appreciation with respect to employer securities.

9.7.2.2. Eligible Retirement Plan. An eligible retirement plan is an individual retirement account described in section 408(a) of the Code, an individual retirement annuity described in section 408(b) of the Code, an annuity plan described in section 403(a) cf the Code, or a qualified trust described in section 401(a) of the Code, that accepts the distributee's eligible rollover distrikution. However, in the case of an eligible rollover distribution to the surviving spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity.

9.7.2.3. Distributee. A distributee includes an Employee or former Employee. In addition, the Employee's or former Employee's surviving spouse and the Employee's or former Employee's Spouse or former spouse who is the alternate payee under a qualified domestic relations order are distributees with regard to the interest of the spouse or former spouse.

9.7.2.4. Direct Rollover. A direct rollover is a payment by the Plan to the eligible retirement plan specified by the distributee.

The first sentence of Section 10.2 is amended by deleting said sentence in its entirety and by substituting therefor the following:

The unvested portion of the A account of any Participant who terminates his employment shall be forfeited as of the first day of the first Plan Year in which it is determined that a Break-in-Service has occurred with respect to that Participant.

Section 11.1 is amended effective October 1, 1994 by deleting said Section in its entirety and by substituting therefor the following:

11.1 Participant-Directed Investments. A Participant may elect, in the form prescribed by the Committee and in accordance with the standard business practices of the Trustee or investment custodian, to have amounts that are credited to his Account invested by the Trustee in shares of any regulated investment company (mutual fund shares) made available for such purpose by the Committee. A Participant may change his investment direction of the amount standing to his credit in his account or of future Participating Employer Contributions as of any business day, in accordance with the standard business practices of the Trustee or investment custodian. If a Participant fails to make an investment election all of the amounts credited to the Participant's Account shall be invested by the Trustee in the mutual fund or funds selected bv the Committee for such purpose.

Section B.3 of the Appendix for Top-Heavy Plan Rules is amended by deleting said Section in its entirety and by substituting therefor the following:

For purposes of this Appendix, the term Compensation shall have the meaning as defined in section 414(q)(7) of the Code.

The effective date of the foregoing amendments is July 1, 1989, except where otherwise specified. As so amended, the Plan is hereby confirmed.

The foregoing amendment was approved by the Board of Governors at a meeting held December 22, 1994.

PHILADELPHIA BAR ASSOCIATION
BOARD OF GOVERNORS
ADOPTED:  December 22, 1994