(As Amended and Restated Effective January 1, 2007)

Pursuant to the power reserved to it in Section 13.1 of the Philadelphia Bar Association Pension Plan, as amended and restated effective January 1, 2007 (the “Plan”), the Board of Governors hereby amends the Plan to reflect the changes necessitated by the Worker, Retiree, and Employer Recovery Act of 2008, and the Heroes Earnings Assistance and Relief Tax Act of 2008, effective January 1, 2009, except as otherwise provided herein, as follows:

1. Section 6.4 is hereby amended, effective January 1, 2007, by adding the following to the end thereof:

“In addition, a Participant’s interest in his ‘A’Account shall in any case become 100% vested if the Participant dies while performing Qualified Military Service.”

2. Section is hereby amended to add the following to the end thereof:

“Notwithstanding the foregoing, for purposes of the direct rollover provisions of the Plan, 2009 RMDs and Extended 2009 RMDs as defined in Section 9.8, shall be treated as eligible rollover distributions in 2009.”

3. Section 9.8 is hereby amended by adding the following to the end thereof:

“9.8.4 Waiver of 2009 Required Minimum Distributions. Notwithstanding any other provision of the Plan to the contrary, a Participant or Beneficiary who would have been required to receive required minimum distributions for 2009 but for the enactment of section 401(a)(9)(H) of the Code (‘2009 RMDs’), and who would have satisfied that requirement by receiving a distribution that is (1) equal to the 2009 RMDs or (2) one or more payments in a series of substantially equal distributions (that include the 2009 RMDs) made at least annually and expected to last for the life (or life expectancy) of the Participant, the joint lives (or joint life expectancy) of the Participant and the Participant’s designated Beneficiary, or for a period of at least 10 years (‘Extended 2009 RMDs’), will not receive those distributions for 2009 unless the Participant or Beneficiary chooses to receive such distributions. Participants and Beneficiaries described in the preceding sentence will be given the opportunity to elect to receive the distributions described in the preceding sentence.”

4. Section 15.4 is hereby amended in its entirety to read as follows:

“15.4 Qualified Military Service. For purposes of the Plan, the term ‘Qualified Military Service’ means any service in the ‘uniformed services’ (as defined in Chapter 43 of Title 38 of the United States Code) by any Employee if such Employee is entitled to reemployment rights under such Chapter with respect to the Employer for such service.”

5. Article XV is hereby amended to add the following to the end thereof:

“15.6 Death Benefits. If a Participant dies on or after January 1, 2007 while performing Qualified Military Service, his survivors shall be entitled to any additional benefits (other than benefit accruals relating to the period of Qualified Military Service) provided under the Plan as if the Participant had resumed employment with the Employer and then terminated employment on account of death. The additional benefits provided under this Section shall include credit for purposes of vesting for the deceased Participant’s period of Qualified Military Service.”

This Amendment to the Plan is adopted and executed this 2nd day of March, 2010.

Attest: _____________________ By: _______________________________