Office of the Conservator of QUADS Trust Company

In re: QUADS Trust Company - Receiver's Amendment of His Order Dated March 14, 2008 Terminating the Agreement Between QUADS Trust Company and KCB Services and Company, LLP

WHEREAS, by a January 31, 2007 Order, the Superintendent of the Maine Bureau of Financial Institutions (“the Superintendent”) appointed Donald W. Groves, Deputy Superintendent of the Maine Bureau of Financial Institutions, to be the Conservator of QUADS Trust Company (“QTC”), a Maine non-depository trust company located at 12 West Church Street, Frederick, Maryland; and

WHEREAS, by a January 31, 2008 Order, the Superintendent terminated the Conservatorship of QTC and appointed Deputy Superintendent Donald W. Groves to be the Receiver of QTC (“the Receiver”); and

WHEREAS, pursuant to paragraph 3 of the January 31, 2008 Order, the Superintendent granted the Receiver all the powers denominated and authorized by Title 9-B M.R.S.A. §§ 365 and 367-A, as well as all the powers previously possessed by the Conservator; and

WHEREAS, pursuant to Title 9-B M.R.S.A. § 367-A(3) and paragraph 5 of the January 31, 2008 Order, the Receiver has the authority to disaffirm or repudiate any contract or lease to which QTC is a party; and

WHEREAS, the Receiver issued an Order dated March 14, 2008, effective March 31, 2008, terminating the nominee agreement dated January 6, 1992 between KCB Services and Company, LLP and its members (“KCB”) and QTC; and

WHEREAS, on March 1, 2007, QTC sold certain 401(k) plans to RSGroup Trust Company (“RTC”), a subsidiary of Retirement System Group, Inc. (“RSG”); and

WHEREAS, RTC has entered into an agreement to sell certain 401(k) plans previously sold to RTC by QTC to Plan Services Corporation (“PSC”); and

WHEREAS, certain data file issues have reportedly delayed the transfer of the 401(k) plan assets, which remain in the KCB name, to PSC; and

WHEREAS, RSG and PSC have requested an extension of the March 31, 2008 termination date of the January 6, 1992 nominee agreement, to facilitate the transfer from RTC to PSC of the aforementioned assets; and

WHEREAS, the Receiver has reviewed the requests and finds that it is in the best interests of QTC, RSG, PSC, and the 401(k) account holders to grant the request;

NOW THEREFORE, in accord with the purposes of QTC’s liquidation, the Receiver extends the effective date of the Order dated March 14, 2008 terminating the nominee agreement between QTC and KCB from March 31, 2008 to April 30, 2008.

By Order and Direction of the Receiver of QTC this 1st day of April 2008 at Gardiner, Maine.

DONALD W. GROVES
Deputy Superintendent
Maine Bureau of Financial Institutions
Receiver of QUADS Trust Company

Appellate Rights

Pursuant to 9-B M.R.S.A. § 363-A(10), any person adversely affected by this Notice and Order may bring an action challenging the foregoing Order in the Superior Court of Kennebec County at Augusta, Maine within ten (10) business days after receiving notice of the Order by any of those means prescribed by 9-B M.R.S.A.

§ 363-A(10)(B).