Legal Committee Amendment

LEGAL COMMITTEE AMENDMENT

This Legal Committee Amendment (the "Amendment") is made and entered into as of by and between Party A Name: , an entity organized as a under the laws of , with principal address (hereinafter "Organization"); and Party B Name: , with principal address (hereinafter "Committee Representative"). Organization and Committee Representative are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Organization previously adopted a Legal Committee Charter (the "Charter") governing the authority, duties, composition and procedures of the Legal Committee; and

WHEREAS, the Parties have determined that certain provisions of the Charter should be amended to clarify committee composition, meeting procedures and reporting obligations to the Board; and

WHEREAS, the Board of Directors or other authorized body has the authority under the Charter and the Organization's governing instruments to adopt amendments to the Charter, and this Amendment is being adopted in accordance with such authority.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the Parties agree as follows:

1. AMENDMENT OF CHARTER

1.1. Amendment Identification. The Charter is hereby amended as set forth in this Section 1. The provisions identified below shall be deleted, added or replaced as indicated. Section or provision to be amended (insert designation):

1.2. Replacement Language. The identified provisions are deleted in their entirety and replaced with the following language:

1.3. Addition of New Provisions. To the extent new provisions are adopted, the following new provisions are inserted into the Charter:

2. COMMITTEE COMPOSITION; APPOINTMENTS; TERMS

2.1. Number of Members. The Legal Committee shall consist of no fewer than and no more than members.

2.2. Appointment and Removal. Members shall be appointed by the Board of Directors (or other appointing authority) and may be removed by the Board at any time with or without cause. The Chair of the Legal Committee shall be designated by the Board from among the Committee members.

2.3. Terms. Committee members shall serve for a term of and until a successor is appointed or the member's earlier resignation or removal.

3. DUTIES, POWERS AND RESPONSIBILITIES

3.1. Duties. The Legal Committee's duties shall include, without limitation: (a) reviewing significant legal matters and litigation strategy; (b) overseeing compliance programs and legal risk management; (c) advising on regulatory developments materially affecting the Organization; and (d) making recommendations to the Board as appropriate.

3.2. Authority. The Committee shall have authority to retain outside counsel and advisers, subject to Board approval and the Organization's spending and procurement policies. The Committee may request any officer or employee of the Organization to attend a meeting and provide information as necessary.

4. MEETINGS; QUORUM; VOTING

4.1. Meetings. The Committee shall meet at least and at such other times as the Chair or a majority of members determine.

4.2. Quorum and Action. A majority of the duly appointed Committee members shall constitute a quorum. Action of the Committee shall require the affirmative vote of a majority of members present at a duly convened meeting at which a quorum is present.

5. REPORTING; RECORDS

5.1. Reporting. The Committee shall report to the Board at least on its activities, recommendations and findings. Written minutes of each meeting shall be prepared and delivered to the Board following each meeting.

5.2. Records. All records and minutes maintained by the Committee shall be retained in accordance with the Organization's record retention policy and made available to the Board and auditors upon reasonable request.

6. CONFLICTS OF INTEREST

6.1. Disclosure Obligation. Committee members shall disclose any actual or potential conflict of interest in connection with any matter before the Committee. Such disclosure shall be made promptly to the Committee Chair and entered into the minutes.

6.2. Abstention. A member with a conflict of interest shall abstain from participation and voting on the relevant matter, unless the Committee determines that participation is appropriate and documents the rationale in the minutes consistent with applicable law and Organization policy.

7. EFFECTIVE DATE; IMPLEMENTATION

7.1. Effective Date. This Amendment shall become effective on the date set forth above (the "Effective Date"). The Parties shall take all actions reasonably necessary to implement the provisions of this Amendment.

8. NOTICES

Notices shall be given in writing and shall be deemed delivered when received in person, or three (3) business days after deposit with the postal service by certified mail, return receipt requested, or upon confirmed delivery if sent by nationally recognized overnight courier.

9. AMENDMENTS; WAIVER

9.1. Amendments. This Amendment may be amended only by a written instrument signed by both Parties and, where required, approved by the Board in accordance with the Organization's governance procedures.

9.2. Waiver. No waiver of any provision of this Amendment shall be effective unless in writing and signed by the Party against whom the waiver is asserted. No waiver by any Party of any default shall constitute a waiver of any other default.

10. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

10.1. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

10.2. Severability. If any provision of this Amendment is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it enforceable.

10.3. Entire Agreement. This Amendment, together with the Charter and other documents expressly referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.

11. COUNTERPARTS

This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means (including facsimile or electronic image) shall be deemed originals for all purposes.

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