Cardnial Investment Company, Inc. Pooled Invst Trust

Exhibit D


CARDINAL INVESTMENT COMPANY, INC.
POOLED INVESTMENT TRUST
[As Amended and Restated as of January 1, 1989]


Declaration of Trust
--------------------


THIS AGREEMENT, executed this 1st day of November, 1991, and effective as of January 1, 1989, by and between Cardinal Investment Company, Inc., a corporation organized under the Texas Business Corporation Act, having its principal office in Dallas, Texas (hereinafter referred to as the "Company"), and Edward W. Rose III (hereinafter referred to as the "Trustee").


W I T N E S S E T H :


WHEREAS, the Board of Directors of the Company adopted the Cardinal Investment Company, Inc. Pooled Investment Trust (the "Pooled Trust") effective as of August 1, 1988 which was intended to establish a pooled investment trust that would qualify under the Internal Revenue Code; and


WHEREAS, the Company and the Trustee desire to amend and restate the Pooled Trust to allow the funds from qualified employee benefit plans, whether or not sponsored by the Company, to be held in the Pooled Trust; and


WHEREAS, the Company and other Employers, as defined below, will or have established one or more employee benefit plans and related trusts which are intended to be qualified under Sections 401(a) and 501(a) of the Internal Revenue Code and desire to invest jointly all or a portion of the assets of such plans; and


WHEREAS, the Board of Directors of the Company has duly authorized the execution of this Agreement which is intended to amend, restate and continue the Pooled Trust as a qualified trust under the Internal Revenue Code; and


WHEREAS, the Trustee is willing to act as Trustee hereunder;


NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:


ARTICLE I


DEFINITIONS
-----------


Unless by the context hereof a different meaning is clearly indicated, wherever used in this Agreement, the following words shall have the meanings hereinafter set forth:


Sec. 1.1 "Company" shall mean Cardinal Investment Company, Inc. or any
------- successor entity which may be substituted for the Company.


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Sec. 1.2 "Employer" shall mean the Company and any other employer on
-------- behalf of whose employees a Participating Trust has been established and which is approved by the Trustee as an Employer hereunder.


Sec. 1.3 "Trustee" shall mean Edward W. Rose III, or any successor
------- trustee or trustees appointed pursuant to the provisions of Section 6.12.


Sec. 1.4 "Pooled Trust" shall mean the Cardinal Investment Company, Inc.
------------ Pooled Investment Trust and all assets of whatsoever kind and nature from time to time held by the Trustee under this Agreement without distinction as to income or principal.


Sec. 1.5 "Participating Trust" shall mean a trust pursuant to an employee
------------------- benefit plan established by an Employer and participating in the Pooled Trust pursuant to Article II.


Sec. 1.6 "Trustee of a Participating Trust" shall mean a trustee or
-------------------------------- trustees appointed to act under a Participating Trust, who have authority to direct the payment of assets held in a Participating Trust or otherwise have administrative authority under a Participating Trust.


Sec. 1.7 "Fiscal Year" shall mean the twelve month period beginning
----------- January 1 and ending December 31 of each year.


Sec. 1.8 "Valuation Date" shall mean the last business day of the Fiscal
-------------- Year, and any other valuation date established by the Trustee pursuant to Section 4.3.


Sec. 1.9 "Investment Unit" shall mean a unit of participation in the
--------------- Pooled Trust, as described in Article III.


Sec. 1.10 "Unit Value" shall mean the monetary value of an Investment
---------- Unit in the Pooled Trust, as described in Section 3.3.


Sec. 1.11 "Agreement" shall mean this Declaration of Trust and all
--------- amendments or supplements hereto, creating and describing the Pooled Trust.


Sec. 1.12 "Code" shall mean the Internal Revenue Code of 1986, as amended.
---- Reference to a section of the Code shall include that section and any comparable section of any future legislation that amends, supplements, or supersedes said section.


Sec. 1.13 Gender and Number. Except as otherwise indicated by the
----------------- context, any masculine terminology used herein also includes the feminine and neuter, and vice versa, and the definition of any term herein in the singular shall also include the plural, and vice versa.


ARTICLE II


REQUIREMENTS FOR PARTICIPATION
------------------------------


Sec. 2.1 Eligibility. A trust is eligible to participate if the
----------- following requirements are satisfied:


(a) The trust is a qualified pension or profit sharing trust
under Section 401(a) of the Code, and is exempt from taxation under Section
501(a) of the Code and has received a letter of


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determination to that effect from the appropriate District Director of
Internal Revenue. If a request for a letter of determination is pending,
the Trustee may in his discretion determine that the trust is eligible.


(b) The governing instrument of the trust expressly permits
investment of the trust's assets in the Pooled Trust.


(c) An Employer has established the trust.


Sec. 2.2 Participation. An eligible trust will become a Participating
------------- Trust after the following:


(a) The trustee of the eligible trust delivers to the Trustee a
written statement that the eligible trust desires to participate, and
transfers assets to the Pooled Trust.


(b) The Trustee has approved the participation of the applying
eligible trust. Acceptance of assets shall constitute approval by the
Trustee.


Sec. 2.3 Additional Investments. A Participating Trust, through its
---------------------- trustee, may invest additional assets in the Pooled Trust by transferring the assets to the Trustee.


Sec. 2.4 Interests Non-Transferable. Units of participation and other
-------------------------- interests in the Pooled Trust may not be transferred or conveyed by any Participating Trust except by virtue of a succession of trustees for a Participating Trust.


ARTICLE III


VALUATION AND ALLOCATION
------------------------


Sec. 3.1 Accounts. The Trustee shall maintain accounts for each
-------- Participating Trust and shall reflect their respective interests in the Pooled Trust by showing the number of Investment Units which have been allocated to the account of each Participating Trust.


Sec. 3.2 Allocation of Contributions. As of the first Valuation Date
--------------------------- following a transfer of assets of a Participating Trust to the Pooled Trust pursuant to Section 2.2 or 2.3, the Trustee shall allocate to the Participating Trust's account a number of Investment Units to be determined by dividing the value of the transferred assets by the Unit Value as of the Valuation Date.


Sec. 3.3 Valuation of Pooled Trust; Unit Value. Within ten business days
------------------------------------- after each Valuation Date, the Trustee shall value the assets of the Pooled Trust as of the Valuation Date by determining the fair market value of the Pooled Trust before any additions or withdrawals, following the valuation criteria set forth in Section 3.5, after allowing for all accrued expenses. The Trustee shall then determine the Unit Value of an Investment Unit by dividing the value of the Pooled Trust determined according to the previous sentence by the total number of Investment Units which have been allocated to all accounts. The initial Unit Values, determined before there are any Participating Trusts, shall be set by the Trustee. The Trustee shall retain in the Pooled Trust all income received on the assets thereof.


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Sec. 3.4 Changing Unit Value. The Trustee may from time to time increase
------------------- or decrease the value of an Investment Unit and make corresponding adjustments to the number of Investment Units allocated to each Participating Trust's account so that the total value of the Investment Units allocated to each account is not changed by the adjustments.


Sec. 3.5 Valuation Criteria. The Trustee shall utilize the following
------------------ criteria in valuing the Pooled Trust:


(a) The value of an equity or debt security listed on a
national securities exchange is the reported price of the last sale made on
the Valuation Date. If no sales on the Valuation Date are reported, the
value is the last reported sales price on ...