WHEREAS, St. Francis Medical Center maintains the St. Francis Medical Center Employees' Retirement Plan (the "Plan");

WHEREAS, in August 2002, the Plan was amended to freeze accruals and terminate the Plan effective September 1, 2002, but the termination of the Plan was contingent on a certain annuity purchase rate being achieved;

WHEREAS, by order of the Court of Common Pleas of Allegheny County, Pennsylvania (Orphans' Court Division) (the "Court") dated September 27, 2002, John R. McGinley, Jr. was appointed the liquidating receiver (the "Liquidating Receiver") of certain entities, including St. Francis Medical Center;

WHEREAS, pursuant to the Court order, the Liquidating Receiver has all of the powers and authority of the Board of Directors of the receiver entities, including all of the powers and authority of the Board of Directors of St. Francis Medical Center;

WHEREAS, the Board of Directors of St. Francis Medical Center has the authority to amend and terminate the Plan under Sections 13.01 and 13.02 of the Plan, and this authority now rests with the Liquidating Receiver;

WHEREAS, the Liquidating Receiver has confirmed with experts that that the annuity purchase rate targeted by the August 2002 amendment to the Plan cannot be achieved and, therefore, that while accruals under the Plan were frozen effective September 1, 2002, the Plan has not terminated;

WHEREAS, the Liquidating Receiver wishes to ratify and confirm the adoption of the August 2002 amendment;

WHEREAS, the Liquidating Receiver wishes to amend the Plan in order to (i) clarify provisions added by the August 2002 amendment given that the target annuity purchase rate cannot be achieved, (ii) effectuate the terms of the Settlement Agreement and Release dated as of October __, 2003 by and between Plaintiffs Theodore Orlowski and Lawrence J. Gladora on behalf of themselves and a class defined by that agreement, and John R. McGinley, Jr. as Liquidating Receiver of Defendants St. Francis Health System, St. Francis Medical Center, St. Francis Hospital Cranberry and St. Francis Health Care Services, Inc. and Defendant Raymond J. Khoury (the "Settlement Agreement") and (iii) provide for the allocation of a contribution to the Plan that will be made pursuant to and consistent with the Settlement Agreement; and

WHEREAS, the Liquidating Receiver wishes to terminate the Plan.

NOW, THEREFORE, IT IS RESOLVED, that the adoption of the August 2002 amendment to the Plan is hereby ratified and confirmed.

RESOLVED, that the Plan is hereby amended effective January 1, 2004 as follows:

1. Section 2.03(c) of the Plan is amended in its entirety as follows:

For determining lump sums in the event of a termination of the Plan, the following assumptions shall apply:

Interest - Seven and one-half percent (7.5%) per annum

Mortality - GAM 83 Basic Table with a 50% blend of male and female rates.

2. A new Section 7.08 is added to the Plan, which provides as follows:

7.08 Administrative Freeze on Commencement of Pension Benefits. Notwithstanding any other provision of this Plan, in accordance with a decision made by the Sponsor, effective September 1, 2002, no Participant will be permitted to commence a benefit under the Plan until the date the Plan is terminated.

3. Article VIII of the Plan is deleted in its entirety, as the claims procedure described in the Settlement Agreement will now apply.

4. Section 13.04 of the Plan is amended by replacing the last paragraph of that section with the following paragraphs:

The allocation of the Fund in accordance with Section 13.04 shall be based on the method of payment of Monthly Retirement Income or Death Benefits specified in the Plan, without regard to Section 4.04(b) of the Plan.

Any contribution made to the Plan in connection with the termination of the Plan shall be allocated to pay the lump sums described in Section 13.08 according to the class order of priority described above, except that no portion of the contribution shall be allocated to persons described in class (f) (all of whom are non-vested) and, notwithstanding Section 13.02 of the Plan, the contribution shall not have the effect of vesting Participants in class (f).

If any amount of the contribution remains after allocation for the lump sums described in Section 13.08, a reserve in an amount to be determined, but not less than $2,000,000, or the entire amount of the excess if it is less than $2,000,000, shall first be deducted from such excess amount, and the remainder shall be allocated among all persons in classes (a) through (e) above on a pro rata basis according to the amount of the lump sum payable to each person under Section 13.08. This allocation of excess shall be added to and paid as part of the lump sum described in 13.08.

If any amount of the reserve remains after processing claims under the Plan, such amount shall be allocated to pay a second lump sum to persons in classes (a) through (e) above. The amount of the second lump sum, if any, shall be calculated by allocating the amount of the reserve remaining among all persons in classes (a) through (e) above on a pro rata basis according to the amounts of the aggregate lump sum payable to each person above.

5. Section 13.08 of the Plan is amended in its entirety as follows:

13.08 Distributions in the Event of Plan Termination. Notwithstanding any other provision of this Plan, if the Plan is terminated, a Participant's benefit shall be paid in the form of a lump sum calculated using the actuarial assumptions set forth in Section 2.03(c) and according to the methodology described in Section 13.04.

A Participant who already was receiving monthly payments from the Plan prior to the date of Plan termination will continue to receive monthly payments from the date of Plan termination until the date a lump sum distribution is made to such Participant; provided, however, that the amount of monthly payments from the date of Plan termination will be deducted from the amount of the lump sum distribution.

A Participant who has not commenced a benefit as of the date of Plan termination, but who was or became eligible to receive a normal retirement benefit on and after September 1, 2002, shall have added to the Participant's lump sum the amount of any monthly payments missed from September 1, 2002 to the date of Plan termination.

RESOLVED, that the Plan is hereby terminated effective as of January 1, 2004.

IN WITNESS WHEREOF, the Liquidating Receiver has caused this Fourth Amendment to be executed this ____ day of _______________, ____.

LIQUIDATING RECEIVER:

__________________________________________

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