EX-10.1



 Exhibit 10.1 

COMPLETE RESTATEMENT OF 

COMPUTER TASK GROUP, INCORPORATED 

STOCK EMPLOYEE COMPENSATION TRUST 

[Effective May 3, 1994] 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
		
	 ARTICLE 1 Trust, Trustee and Trust Fund
	  	 	2	  
	 1.1
	 	 Trust
	  	 	2	  
	 1.2
	 	 Trustee
	  	 	2	  
	 1.3
	 	 Trust Fund
	  	 	2	  
	 1.4
	 	 Trust Fund Subject to Claims
	  	 	2	  
	 1.5
	 	 Definitions
	  	 	2	  
		
	 ARTICLE 2 Contributions and Dividends
	  	 	5	  
	 2.1
	 	 Contributions
	  	 	5	  
	 2.2
	 	 Dividends
	  	 	6	  
		
	 ARTICLE 3 Release and Allocation of Company Stock
	  	 	6	  
	 3.1
	 	 Available Shares
	  	 	6	  
	 3.2
	 	 Allocations
	  	 	7	  
	 3.3
	 	 Excess Shares
	  	 	7	  
		
	 ARTICLE 4 Compensation, Expenses and Withholding
	  	 	8	  
	 4.1
	 	 Compensation and Expenses
	  	 	8	  
	 4.2
	 	 Withholding of Taxes
	  	 	8	  
		
	 ARTICLE 5 Administration of Trust Fund
	  	 	8	  
	 5.1
	 	 Management and Control of Trust Fund
	  	 	8	  
	 5.2
	 	 Investment of Funds
	  	 	8	  
	 5.3
	 	 Trustee’s Administrative Powers
	  	 	9	  
	 5.4
	 	 Voting and Tendering of Company Stock
	  	 	10	  
	 5.5
	 	 Indemnification
	  	 	11	  
	 5.6
	 	 General Duty to Communicate to Committee
	  	 	11	  
		
	 ARTICLE 6 Accounts and Reports of Trustee
	  	 	11	  
	 6.1
	 	 Records and Accounts of Trustee
	  	 	11	  
	 6.2
	 	 Reports of Trustee
	  	 	12	  
	 6.3
	 	 Final Report
	  	 	12	  
		
	 ARTICLE 7 Succession of Trustee
	  	 	12	  
	 7.1
	 	 Resignation of Trustee
	  	 	12	  
	 7.2
	 	 Removal of Trustee
	  	 	12	  
	 7.3
	 	 Appointment of Successor Trustee
	  	 	12	  
	 7.4
	 	 Succession to Trust Fund Assets
	  	 	13	  
	 7.5
	 	 Continuation of Trust
	  	 	13	  
	 7.6
	 	 Changes in Organization of Trustee
	  	 	13	  
	 7.7
	 	 Continuance of Trustee’s Powers in Event of Termination of the Trust
	  	 	13	  
		
	 ARTICLE 8 Amendment or Termination
	  	 	13	  
	 8.1
	 	 Amendments
	  	 	13	  


  
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	 8.2
	 	 Termination
	  	 	13	  
	 8.3
	 	 Form of Amendment or Termination
	  	 	14	  
		
	 ARTICLE 9 Miscellaneous
	  	 	14	  
	 9.1
	 	 Controlling Law
	  	 	14	  
	 9.2
	 	 Committee Action
	  	 	14	  
	 9.3
	 	 Notices
	  	 	14	  
	 9.4
	 	 Severability
	  	 	15	  
	 9.5
	 	 Protection of Persons Dealing with the Trust
	  	 	15	  
	 9.6
	 	 Tax Status of Trust
	  	 	15	  
	 9.7
	 	 Participants to Have No Interest in the Company by Reason of the Trust
	  	 	15	  
	 9.8
	 	 Nonassignability
	  	 	16	  
	 9.9
	 	 Plurals
	  	 	16	  
	 9.10
	 	 Counterparts
	  	 	16	  
		
	 ARTICLE 10 Investment Direction
	  	 	16	  
	 10.1
	 	 Investment Advisor
	  	 	16	  
		
	 ARTICLE 11 Distribution Direction
	  	 	18	  
	 11.1
	 	 Distribution Advisor
	  	 	18	  
		
	 ARTICLE 12 Trust Protector
	  	 	19	  
	 12.1
	 	 Appointment of a Trust Protector
	  	 	19	  


  
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 COMPUTER TASK GROUP, INCORPORATED 

STOCK EMPLOYEE COMPENSATION TRUST AGREEMENT 

THIS TRUST AGREEMENT (the “Agreement”) made effective as of January 1, 2014, is made in duplicate this     
day of             , 2013, by Computer Task Group, Incorporated, a New York corporation (the “Company”, also herein called “the trustor”) and South Dakota Trust Company
LLC (herein called “the trustee”) for the uses and purposes herein stated. 
 WHEREAS, by agreement dated the 3rd day of May 1994,
Computer Task Group, Incorporated, as trustor, and Thomas R. Beecher, Jr., as trustee, entered into a trust agreement; and 
 WHEREAS,
pursuant to ARTICLE 8 of the Agreement, the Company reserved the right to amend the Agreement; and 
 WHEREAS, the Agreement was
subsequently amended in a First Amendment dated the 31st day of October, 2007, and 
 WHEREAS, the Company does now desire to further amend
the Agreement by eliminating ARTICLES 1 through 9, inclusive, of the Agreement and all amendments thereto and restating the Agreement as amended in its entirety. 

NOW, THEREFORE, the Agreement is hereby further amended by eliminating ARTICLES 1 through 9, inclusive, of the Agreement and all amendments
thereto and restating the Agreement as amended in its entirety in this RESTATEMENT OF COMPUTER TASK GROUP, INCORPORATED STOCK EMPLOYEE COMPENSATION TRUST AGREEMENT such that it shall no longer be necessary to make any reference to the Trust
Agreement or any amendments thereto. 
 W I T N E S S E T H: 

WHEREAS, the Company desires to establish a trust (the “Trust”) for the purposes stated in this Agreement: 

WHEREAS, the Trustee desires to act as trustee of the Trust, and to hold legal title to the assets of the Trust, in trust, for the purposes
hereafter stated and in accordance with the terms hereof; 
 WHEREAS, the Company and/or its Affiliates (as defined below) have previously
adopted the Plans (as defined below); 
 WHEREAS, the Company desires to provide assurance of the availability of the shares of its common
stock to satisfy certain of its obligations or those of its subsidiaries under the Plans; 







 WHEREAS, the Company desires that the assets to be held in the Trust Fund (as defined below)
should be principally or exclusively securities of the Company and, therefore expressly waives any diversification of investments requirement that might otherwise be necessary, appropriate or required pursuant to applicable provisions of law; and

 WHEREAS, the Trustee has been appointed as trustee and has accepted such appointment as of the date set forth first above; 

NOW, THEREFORE, the parties hereto hereby establish the Trust and agree that the Trust will be comprised, held and disposed of as follows:

 ARTICLE 1 

Trust, Trustee and Trust Fund 

1.1 Trust. This Agreement and the Trust shall be known as the Computer Task Group, Incorporated Stock Employee Compensation Trust. The
parties intend that the Trust will be an independent legal entity with title to and power to convey all of its assets. The parties hereto further intend that the Trust not be subject to the Employee Retirement Income Security Act of 1974, as
amended, (“ERISA”). The assets of the Trust will be held, invested and disposed of by the Trustee, in accordance with the terms of the Trust. No employee benefit plan of the Company or any Affiliate (including the Plan), or any
Participant, is intended to have any claim on, or any beneficial interest in, any assets of the Trust Fund prior to the time such assets are actually distributed to any such Plan as provided in Article 3. 

1.2 Trustee. The trustee named above, and its successor or successors, is hereby designated as the Trustee hereunder, to receive, hold,
invest, administer and distribute the Trust Fund in accordance with the Trust, the provisions of which shall govern the powers, duties and responsibilities of the Trustee. 

1.3 Trust Fund. The trust property shall constitute all property previously transferred to the Trust. The assets held at any time and
from time to time under the Trust collectively are herein referred to as the “Trust Fund” and shall consist of contributions received by the Trustee, proceeds of any loans, investments and reinvestment thereof, the earnings and income
thereon, less disbursements thereof. Except as herein otherwise provided, title to the assets of the Trust Fund shall at all times be vested in the Trustee and securities that are part of the Trust Fund shall be held in such manner that the
Trustee’s name and the fiduciary capacity in which the securities are held are fully disclosed, subject to the right of the Trustee to hold title or in the name of a nominee, and the interests of others in the Trust Fund shall be only the right
to have such assets received, held, invested, administered and distributed in accordance with the provisions of the Trust. 
 1.4 Trust
Fund Subject to Claims. Notwithstanding any provision of this Agreement to the contrary, the Trust Fund shall at all times remain subject to the claims of the Company’s general creditors. 

1.5 Definitions. In addition to the terms defined in the preceding portions of the Trust, the following terms shall have the meanings
set forth below unless the context clearly indicates otherwise: 

  
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 (a) Administrator. “Administrator” means the plan administrator of each Plan.

 (b) Affiliate. “Affiliate” means any corporation, more than 50% of the voting stock of which is held by the Company,
directly or through one or more intermediaries, and any comparable ownership interest in an entity which is not a corporation. 
 (c)
Board of Directors. “Board of Directors” means the board of directors of the Company. 
 (d) Change of Control.
“Change of Control” shall be deemed to have occurred if; 
 (i) any Person, which shall mean a “person”
as such term is used in Sections 13(d) and 24(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, the Trustee, any trustee or other fiduciary holding securities under an employee benefit plan
of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “beneficial owner” (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding voting securities; 

(ii) during any period of 24 consecutive months, individuals who at the beginning of such period constitute the Board, and any
new director whose election by the Board, or whose nomination for election by the Company’s stockholders, was approved by a vote of at least two-thirds (2/3) of the directors (other than in connection with a contested election) before the
beginning of the period cease, for any reason, to constitute at least a majority thereof; 
 (iii) the stockholders of the
Company approve (1) a plan of complete liquidation of the Company or (2) the sale or disposition by the Company of all or substantially all of the Company’s assets unless the acquirer of the assets or its directors shall meet the
conditions for a merger or consolidation in subparagraphs (iv)(a) or (iv)(b); or 
 (iv) the stockholders of the Company
approve a merger or consolidation of the Company with any other company other than: 
 (a) such a merger or consolidation
which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 70% of the
combined voting power of the Company’s or such surviving entity’s outstanding voting securities immediately after such merger of consolidation; or 

  
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 (b) such a merger or consolidation which would result in the directors of the
Company who were directors immediately prior thereto continuing to constitute more than 50% of the directors of the surviving entity immediately after such merger or consolidation. 

In this paragraph (iv), “surviving entity” shall mean only an entity in which all of the Company’s stockholders immediately
before such merger or consolidation become stockholders by the terms of such merger or consolidation, and the phrase “directors of the Company who were directors immediately prior thereto” shall include only individuals who were directors
of the Company at the beginning of the 24 consecutive month period preceding the date of such merger or consolidation, or who were new directors (other than any director nominated in connection with a contested election or designated by a Person who
has entered into an agreement with the Company to effect a transaction described in paragraph (i), (iii) (2), (iv) (a) or (iv) (b) of this Subsection) whose election by the Board, or whose nomination for election by the
Company’s stockholders, was approved by a vote of at least two-thirds (2/3) of the directors before the beginning of such period. 

(e) Code. “Code” means the Internal Revenue Code of 1986, as amended. 

(f) Committee. “Committee” means the Compensation Committee of the Board of Directors, which is charged with administration
of the Trust. With respect to its administration of the Trust, the Committee shall consider recommendations received by it from an administrative committee of the Company comprised of the Chairman of the Board and Chief Executive Officer, the
President and Chief Operating Officer, the Executive Vice President of Human Resources, and the Vice President and Chief Financial Officer. 

(g) Company. “Company” means Computer Task Group, Incorporated, a New York corporation, or any successor thereto. 

(h) Company Stock. “Company Stock” means shares of common stock, $.01 par value, issued by the Company, or any successor
securities thereto. 
 (i) Extraordinary Dividend. “Extraordinary Dividend” means any dividend or other distribution of
cash or other property (other than Company Stock) made with respect to Company Stock, which the Committee declares to be other than an ordinary dividend with respect to Company Stock held by the Trust. 

(j) Fair Market Value. “Fair Market Value” means as of any date the average of the highest and lowest reported sales prices
on such date (or if such date is not a trading day, then the most recent prior date which is a trading day) of a share of Company Stock as reported on the composite tape, or similar reporting system, for issues listed on the New York Stock Exchange
(or, if the Company Stock is no longer traded on the New York Stock Exchange, on such other national securities exchange on which the Company Stock is listed or national securities or central market system upon which transactions in Company Stock
are reported, as either shall be designated by the Committee for the purposes hereof) or if sales of Company Stock are not reported in any manner specified above, the average of the high bid and low asked


  
 4 








 
quotations on such date (or if such date is not a trading day, then on the most recent prior date which is a trading day) in the over-the-counter market as reported by the National Association of
Securities Dealers’ Automated System or, if not so reported, by National Quotation Bureau, Incorporated or similar organization selected by the Committee. 

(k) Loan. “Loan” means any loan or extension of credit to the Trust from the Company evidenced by the promissory note made by
the Trustee with which the Trustee purchases Company Stock in an open-market transaction, private transaction or, with the consent of the Board of Directors, from the treasury of the Company. 

(l) Participant. “Participant” means as of any date any individual who is employed by the Company or any affiliate of the
Company as of such date and is a participant in any of the Plans. 
 (m) Person. “Person” means any individual,
corporation, or other party that may properly be granted trust powers under the laws of the State of South Dakota. 
 (n) Plan or
Plans. “Plan” or “Plans” means any plan, contract, program, agreement, or arrangement listed on Exhibit A hereto. The Committee, in its sole discretion, may add to or delete from Exhibit A any plan, contract, program,
agreement, or arrangement for the benefit of employees or directors of the Company or its Affiliates. 
 (o) Suspense Account.
“Suspense Account” means a separate account to be maintained by the Trustee to hold Excess Shares pursuant to the terms of Article 3 hereof. 

(p) Target Value. “Target Value” means with respect to each calendar quarter in each Trust Year the total of the amounts the
Committee, in its discretion, designate to the Trustee that shall be transferred to each of the Plans. 
 (q) Trust Year. “Trust
Year” means each calendar year, notwithstanding the foregoing, the first Trust Year shall be the period commencing on the effective date of the Trust and ending on December 31, 1994, 

ARTICLE 2 

Contributions and Dividends 

2.1 Contributions. The Company hereby contributes to the Trust Fund and the Trustee agrees to hold in Trust the property previously
transferred to the Trust comprising the initial principal of the Trust Fund. The Trustee, shall, as directed by the Committee, use the initial principal of the Trust to purchase shares of Company Stock through open-market purchases, private
transactions, or, with the Board of Directors consent, purchases from the treasury of the Company. The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the
Trustee to become part of the principal to be held, administered and disposed of by the Trustee as provided in the Trust. Additionally, for each calendar quarter in each Trust Year, (i) the Company and its Affiliates may contribute to the Trust in
cash such amount, which together with dividends, as provided in Section 2.2, and any other earnings of the Trust, which shall enable the Trustee to make all payments of principal and interest due under a Loan on a timely basis, in which case,
unless 

  
 5 








 
otherwise expressly provided herein, the Trustee shall apply all such contributions, dividends and earnings to the payment of principal and interest due under a Loan, or (ii) if, at the end
of any calendar quarter in each Trust Year, any such contribution has not been made in cash, such contribution shall be deemed to have been made in the form of forgiveness of principal and interest on a Loan from the Company to the Trustee to the
extent of the Company’s failure to make contributions made under clause (i) above. All contributions made under the Trust shall be delivered to the Trustee. The Trustee shall be accountable for all contributions received by it, but shall
have no duty to require any contributions to be made to it. 
 2.2 Dividends. Except as otherwise provided herein, dividends paid in
cash on Company Stock held by the Trust, including Company Stock held in the Suspense Account, shall be applied, immediately upon receipt thereof by the Trustee, to pay interest and to repay or pre-pay scheduled principal due under a Loan, which
application shall be in the order such principal payments are due. Extraordinary Dividends shall not be used to pay interest on or principal of a Loan, but shall be invested in additional Company Stock as soon as practicable, except as provided
below. Dividends which are not in cash or in Company Stock (including Extraordinary Dividends, or portions thereof) shall be reduced to cash by the Trustee and reinvested in Company Stock as soon as practicable, except as provided below. In the
Committee’s discretion, investments in Company Stock may be made through open-market purchases, private transactions, or, with the Board of Directors consent, purchases from the treasury of the Company. 

ARTICLE 3 
 Release
and Allocation of Company Stock 
 3.1 Available Shares. Subject to the other provisions of this Article, upon the payment or
forgiveness in any calendar quarter in any Trust Year of any principal on a Loan (a “Principal Payment”), the following number of shares of Company Stock acquired with the proceeds of the Loan shall become available for allocation
(“Available Shares”): the number of shares so acquired with the proceeds of the Loan and held in the Trust immediately before such payment or forgiveness (excluding Company Stock held in the Suspense Account), multiplied by a fraction the
numerator of which is the amount of the Principal Payment and the denominator of which is the sum of such Principal Payment and the remaining principal of such Loan outstanding after such Principal Payment. No fractional shares of Company Stock
shall become Available Shares. If the preceding computation results in fractional shares, the number of Available Shares shall be computed by rounding down to the next whole number. Further, the following shall become Available Shares for a calendar
quarter: (i) shares of Company Stock held as part of the Trust Fund not acquired with the proceeds of a Loan and not held in the Suspense Account, (ii) shares of Company Stock not encumbered as collateral with respect to a Loan, as the
Committee may designate from time to time to be released from the Suspense Account, and (iii) shares of Company Stock as the Committee may designate from time to time to be released from encumbrance as collateral with respect to a Loan. The
Committee shall inform the Trustee of the number of shares of Company Stock that shall become Available Shares from time to time, and the Trustee shall be permitted to rely on the directions provided by the Committee. 

  
 6 








 3.2 Allocations. Subject to the provisions of Section 3.3, Available Shares shall be
distributed by the Trustee to the Plans listed in Exhibit A as the Trustee shall be directed by the Committee in its discretion. Such transfers shall be made at such time as the Committee, in its sole discretion, shall determine. Further, the
Committee, in its discretion, may determine that distributions to Plans shall be made in cash, or property other than Company Stock. In such case, the Committee shall direct the Trustee to sell Available Shares, in an open-market or private
transaction, in the amount required to be distributed to a Plan and to distribute the proceeds to such Plan. The Committee shall inform the Trustee of the number of shares of Company Stock or the amount of cash that shall be transferred to a plan
from time to time, and the Trustee shall be permitted to rely on the directions provided by the Committee. 
 3.3 Excess Shares. 

(a) To the extent that the Fair Market Value of the shares of the Company Stock that become Available Shares in a calendar quarter of a Trust
Year exceeds the Target Value for that calendar quarter, Available Shares with a Fair Market Value equal to such excess shall be “Excess Shares”. For purposes of this Section, the Fair Market Value of shares of Company Stock that become
Available Shares shall be determined as of the respective dates shares became Available Shares pursuant to Section 3.1. 
 (b) As used
herein, the term “Shortfall Amount” shall mean the amount by which the Fair Market Value of shares of Company Stock that became Available Shares in any calendar quarter of a Trust Year (determined as of the respective dates that such
shares become Available Shares) is less than the Target Value for such calendar quarter. If there is a Shortfall Amount in any prior calendar quarter of any Trust Year, Excess Shares shall be allocated pursuant to Section 3.2 until the
aggregate Fair Market Value of Excess Shares (determined as of the respective dates of allocation) which has been allocated under this Subsection for all prior calendar quarters of all Trust Years equals the total of the Shortfall Amounts for all
prior calendar quarters of all Trust Years. 
 (c) If any Excess Shares remain after the application of Section 3.3(b), such Excess
Shares shall be held in a Suspense Account, If there is a Shortfall Amount in any later calendar quarter of any Trust Year, Excess Shares shall be removed from such Suspense Account and allocated pursuant to Section 3.2 until the Fair Market
Value of Excess Shares so allocated (determined as of the respective dates of allocation) equals such Shortfall Amount. 
 (d) If any Excess
Shares remain in the Suspense Account at the termination of the Trust, such Excess Shares shall be transferred to the Company to be held in its treasury. 

(e) The Committee shall inform the Trustee of the number of shares of Company Stock that are Excess Shares from time to time, and direct the
Trustee as to the proper application of such Excess Shares to the reduction of Shortfall Amounts and to placement of such Excess Shares in a Suspense Account. The Trustee shall be permitted to rely on the directions provided to him by the Committee.


  
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 ARTICLE 4 

Compensation, Expenses and Withholding 

4.1 Compensation and Expenses. The Trustee shall be entitled to such reasonable compensation for its services as may be agreed upon
from time to time by the Company and the Trustee and to be reimbursed for its reasonable legal, accounting, broker, custodial and appraisal fees, expenses and other charges reasonably incurred in connection with the administration, management,
investment and distribution of the Trust Fund. Such amounts shall be paid, and such reimbursement shall be made by the Company. If not paid within 60 days from the date the Company is notified of such fees and expenses, such amounts may be charged
against the Trust Fund. 
 4.2 Withholding of Taxes. While it is anticipated that the Company will make provision for complying with
all applicable Federal, state or local withholding requirements, the Trustee may withhold, require withholding, or otherwise satisfy its withholding obligation, on any distribution which it is directed to make, such amount as it may reasonably
estimate to be necessary to comply with applicable federal, state and local withholding requirements. Upon settlement of such tax withholding liability, the Trustee shall distribute the balance of such amount, if any. Prior to making any
distribution hereunder, the Trustee may require such release or documents from any taxing authority, or may require such indemnity, as the Trustee shall reasonably deem necessary for its protection. 

ARTICLE 5 

Administration of Trust Fund 

5.1 Management and Control of Trust Fund. Subject to the terms of this Agreement, the Trustee shall have exclusive authority,
discretion and responsibility to manage and control the assets of the Trust Fund. 
 5.2 Investment of Funds. Except as otherwise
provided in Section 2.2., in this Section or as otherwise directed by the Committee, the Trustee shall invest and reinvest the Trust Fund exclusively in Company Stock, including any accretions thereto resulting from the proceeds of a tender
offer, recapitalization or similar transaction which, if not in Company Stock, shall be reduced to cash as soon as practicable. The Trustee may invest the Trust Fund in Company Stock without regard to any law or rule of court concerning
diversification, risk or nonproductivity, the applicability of which are hereby fully waived by the Company. The Trustee may, as directed by the Committee, invest any portion of the Trust Fund temporarily pending investment in Company Stock,
distribution or payment of expenses in (i) investments in United States government obligations with maturities of less than one year, (ii) interest-bearing accounts including but not limited to certificates of deposit, time deposits,
saving accounts and money market accounts with maturities of less than one year in any bank, including the Trustee’s, which accounts are insured by the Federal Deposit Insurance Corporation or other similar federal agency,
(iii) obligations issued or guaranteed by any agency or instrumentality of the United States with maturities of less than one year, (iv) short-term discount obligations of the Federal National Mortgage Association or (v) short-term
investments of a type then in use by the Company with respect to its own funds. Absent direction from the Committee, the Trustee shall 

  
 8 








 
invest any portion of the Trust Fund temporarily pending investment in Company Stock, in a short term government securities mutual fund. 

5.3 Trustee’s Administrative Powers. Except as otherwise provided herein, and subject to the Trustee’s duties hereunder, the
Trustee shall have the following powers and rights, in addition to those provided elsewhere in this Agreement and by law: 
 (a) to retain
any asset of the Trust Fund for the purposes set forth herein; 
 (b) subject to Section 2.2, Section 5.2, Section 5.4 and
Article 3, to sell any Trust Fund assets at public or private sale; 
 (c) upon direction from the Committee, to borrow from the Company to
acquire Company Stock as authorized by this Agreement, to enter into loan agreements upon such terms (including reasonable interest and security for the loan and rights to renegotiate and prepay such loan) as may be determined by the Committee;
provided, however, that any collateral given by the Trustee for a Loan shall be limited to cash contributed by the Company to the Trust and dividends paid on Company Stock held in the Trust Fund and Company Stock acquired with the proceeds of a
Loan; 
 (d) with the consent of the Committee, to settle, submit to arbitration, compromise, contest, prosecute or abandon claims and
demands in favor of or against the Trust Fund; 
 (e) subject to Section 5.4, to vote or to give any consent with respect to any
securities, including any Company Stock, held by the Trust either in person or by proxy for any purpose; 
 (f) to exercise any of the
powers and rights of an individual owner with respect to any asset of the Trust Fund and to perform any and all other acts that in its judgment are necessary or appropriate for the proper administration of the Trust Fund, even though such powers,
rights and acts are not specifically enumerated in the Trust; 
 (g) to employ such accountants, actuaries, investment bankers, appraisers,
other advisors and agents as may be reasonably necessary in collecting, managing, administering, investing, valuing and distributing the Trust’s assets and borrowings of the Trustee made in accordance with Section 5.3(c); and to pay their
reasonable fees and expenses, which shall be deemed to be expenses of the Trust and for which the Trustee shall be reimbursed in accordance with Section 4.1; 

(h) to cause any asset of the Trust Fund to be issued, held or registered in the Trustee’s individual name or in the name of its nominee,
or in such form that title will pass by delivery, provided that the records of the Trustee shall indicate the true ownership of such asset; 

(i) to utilize another entity as custodian to hold, but not invest or otherwise manage or control, some or all of the assets of the Trust
Fund; and 

  
 9 








 (j) to consult with legal counsel (who may, or may not, also be. counsel for the Trustee or the
Company generally) with respect to any of its duties or obligations hereunder; and to pay the reasonable fees and expenses of such counsel, which shall be deemed to be expenses of the Trust and for which the Trustee shall be reimbursed in accordance
with Section 4.1. 
 Notwithstanding the foregoing, neither the Trust nor the Trustee shall have any power to, and shall not engage in any activity
that could give the trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code. 

5.4 Voting and Tendering of Company Stock. 

(a) The Trustee shall only act with this respect at the direction of the Investment Advisor pursuant to Article 10, herein. Subject to
direction by the Investment Advisor, the Trustee shall vote or abstain from voting, all shares of Company Stock held by the Trust on each matter brought before an annual or special stockholders meeting or on each matter with respect to which any
written consent of stockholders is to be executed and shall tender or exchange, or shall refrain from tendering or exchanging, shares of Company Stock held by the Trust in any tender offer or exchange offer relating to shares of Company Stock. In
exercising such rights, the Trustee agrees to follow the direction of the Investment Advisor, and such Investment Advisor shall consider in connection with such decisions not only the direct financial impact upon the Trust Fund, but also the
potential effects, direct or indirect, upon Participants and the Company’s current and former employees. In connection with such deliberations, the Investment Advisor shall undertake, to the extent possible, to obtain information as to how
shares of Company Stock previously held in the Trust and currently held by the Plans will be voted, tendered or exchanged. Further, the Investment Advisor agrees to consult with the Board of Directors and the Operating Committee of the Company to
obtain their assessment of the effects exercising such rights will have on the Company. Neither the Investment Advisor nor the Trustee shall be held to be in breach of any fiduciary duty for any consideration given to the preceding factors, or such
other factors as the Investment Advisor or Trustee in their reasonable judgment determines should be considered. 
 (b) Without limiting the
generality of the foregoing, the Company shall maintain appropriate procedures to ensure that all information relating to voting or tendering of shares of Company Stock held by the Plans and provided to the Trustee are transmitted without being
divulged or released to any person affiliated with the Company or its Affiliates not otherwise privy to such information. Except as may be required by law or court order, all such information with respect to voting or tendering, referred to in
Section 5.4(a), shall be held confidential by the Trustee and shall not be divulged or released to any person, other than agents of the Trustee who are not affiliated with the Company or its Affiliates. 

(c) The Trustee may rely upon a certificate of the trustee of each of the Plans as to (i) the manner and proportions in which voting
rights with respect to shares of Company Stock are to be exercised or not exercised by the trustee of such Plan and (ii) the proportions of shares of Company Stock that are to be tendered or exchanged, or not tendered or exchanged, by


  
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the trustee of such Plan, and such certificate shall constitute full protection to the Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. 

5.5 Indemnification. 

(a) To the extent lawfully allowable, the Company shall and hereby does indemnify and hold harmless the Trustee from and against any claims,
demands, actions, administrative or other proceedings, causes of action, liability, loss, costs, damage or expense (including reasonable attorneys’ fees and disbursements) including any liability alleged to have resulted from a violation of the
Securities Act of 1933, which may be asserted against it, in any way arising out of or incurred as a result of its action or failure to act in connection with the operation and administration of the Trust; provided that such indemnification shall
not apply to the extent that the Trustee has acted in willful or grossly negligent violation of applicable law or its duties under this Trust or in bad faith. The Trustee shall be under no liability to any person for any loss of any kind which may
result by reason of any action taken by it in accordance with any direction of the Committee or pursuant to Section 5.4. The Trustee shall be fully protected in acting upon any instrument, certificate, or paper delivered by the Committee, Board
of Directors or any trustee of a Plan and believed in good faith by the Trustee to be genuine and to be signed or presented by the proper person or persons, and the Trustee shall be under no duty to make any investigation or inquiry as to any
statement contained in any such writing, but may accept the same as conclusive evidence of the truth and accuracy of the statements therein contained. 

(b) The Company may, but shall not be required to, maintain liability insurance to insure its obligations hereunder. If any payments made by
the Company of the Trust pursuant to this indemnity are covered by insurance, the Company or the Trust (as applicable) shall be subrogated to the rights of the indemnified party against the insurance company. 

(c) Prior to the time the Company determines whether the Trustee shall or shall not be indemnified pursuant to this Section, the Company shall
advance to the Trustee any cost or expenses incurred by the Trustee in connection with the defense of any such claims, demands, actions, administrative or other proceedings or other causes of action. 

5.6 General Duty to Communicate to Committee. The Trustee shall promptly notify the Committee of all communications with or from any
government agency or with respect to any legal proceeding with regard to the Trust and with or from any participant concerning its entitlement under the Trust. 

ARTICLE 6 
 Accounts
and Reports of Trustee 
 6.1 Records and Accounts of Trustee. The Trustee shall maintain accurate and detailed records and
accounts of all transactions of the Trust, which shall be available at all reasonable times for inspection or audit by any person designated by the Company and which shall be retained as required by applicable law. 

  
 11 








 6.2 Reports of Trustee. The Trustee shall deliver to the Committee a report for the period
ending on the last day of each Trust Year, and for each month, a duplicate copy of the custodian’s report listing all securities and other property acquired or disposed of and all receipts, disbursements and other transactions effected by the
Trust after the date of the custodian’s last account, and further listing all cash, securities, and other property held by the Trust, together with the Fair Market Value thereof, as of the end of such period. In addition to the foregoing, the
report shall contain such information regarding the Trust Fund’s assets and transactions as the Committee in its discretion may reasonably request. 

6.3 Final Report. In the event of the resignation or removal of a Trustee hereunder, the Committee may request and the Trustee shall
with reasonable promptness submit, for the period ending on the effective date of such resignation or removal, a report similar in form and purpose to that described in Section 6.2. 

ARTICLE 7 
 Succession
of Trustee 
 7.1 Resignation of Trustee. The Trustee or any successor thereto may resign as Trustee hereunder at any time
upon delivering a written notice of such resignation, to take effect 30 days after the delivery thereof to the Committee, unless the Committee accepts shorter notice; provided, however, that such resignation shall not be effective until a successor
Trustee has assumed the office of Trustee hereunder. In addition, any individual serving as a Trustee shall be deemed to have resigned upon his or her death or if there is filed with the Committee a certification in writing from any attending
physician of such individual Trustee that he or she is no longer able to make decisions with respect to financial matters. In such case, the Board of Directors may immediately appoint a successor Trustee pursuant to Section 7.3. 

7.2 Removal of Trustee. The Trustee or any successor thereof may be removed by the Company by delivering to the Trustee so removed an
instrument executed by the Committee. Such removal shall take effect at the date specified in such instrument, which shall not be less than 30 days after delivery of the instrument, unless the Trustee accepts shorter notice; provided, however, that
no such removal shall be effective until a successor Trustee has assumed the office of Trustee hereunder. 
 7.3 Appointment of Successor
Trustee. Whenever the Trustee or any successor thereto shall resign or be removed or a vacancy in the position shall otherwise occur, the Board of Directors shall use its best efforts to appoint one or more Persons as successor Trustee as soon
as practicable after receipt by the Committee of a notice described in Section 7,1, or the delivery to the Trustee of a notice described in Section 7.2, as the case may be, but in no event more than 30 days after receipt or delivery, as
the case may be, of such notice. A successor Trustee’s appointment shall not become effective until such successor shall accept such appointment by delivering its acceptance in writing to the company. If a successor is not appointed within such
30 day period, the Trustee, at the Company’s expense, may petition a court of competent jurisdiction for appointment of a successor. In any event, the Company or any of its Affiliates may not be appointed as a successor Trustee. 

  
 12 








 7.4 Succession to Trust Fund Assets. The title to all property held hereunder shall vest
in any successor Trustee acting pursuant to the provisions hereof without the execution or filing of any further instrument, but a resigning or removed Trustee shall execute all instruments and do all acts necessary to vest title in the successor
Trustee. Each successor Trustee shall have, exercise and enjoy all of the powers, discretionary and ministerial, herein conferred upon its predecessors. A successor Trustee shall not be obliged to examine or review the accounts, records, or acts of,
or property delivered by, any previous Trustee and shall not be responsible for any action or any failure to act on the part of any previous Trustee. 

7.5 Continuation of Trust. In no event shall the legal disability, resignation or removal of a Trustee terminate the Trust, but the
Board of Directors shall forthwith appoint a successor Trustee in accordance with Section 7.3 to carry out the terms of the Trust. 

7.6 Changes in Organization of Trustee. In the event that any corporate Trustee serving hereunder shall be converted into, shall merge
or consolidate with, or shall sell or transfer substantially all of its assets and business to, another corporation, state or federal, the corporation resulting from such conversion, merger or consolidation, or the corporation to which such sale or
transfer shall be made, shall thereafter become and be the Trustee under the Trust with the same effect as though originally so named but only if such corporation is qualified to be a successor Trustee hereunder. 

7.7 Continuance of Trustee’s Powers in Event of Termination of the Trust. In the event of the termination of the Trust, as
provided herein, the Trustee shall dispose of the Trust Fund in accordance with the provisions hereof. Until the final distribution of the Trust Fund, the Trustee shall continue to have all powers provided hereunder as necessary or expedient for the
orderly liquidation and distribution of the Trust Fund. 
 ARTICLE 8 

Amendment or Termination 

8.1 Amendments. Except as otherwise provided herein, the Board of Directors may amend the Trust at any time and from time to time in
any manner which it deems desirable, provided however, no amendment may change the duties of the Trustee without the Trustee’s consent, which consent shall not be unreasonably withheld. 

Notwithstanding the foregoing, the Board of Directors shall retain the power under all circumstances to amend the Trust to add employee
benefit plans to, or delete plans from, Exhibit A and to clarify any ambiguities or similar issues of interpretation in this Agreement. 

Notwithstanding any other provision of this Agreement, upon a Change of Control, the Company and the Board of Directors shall have no power to
amend the Agreement and the Trust shall become irrevocable. 
 8.2 Termination. Subject to this Section, the Trust will terminate on
the earlier of (a) the date the Trust no longer holds any assets, (b) December 31, 2024 or (c) the date specified in a written notice of termination given by the Board of Directors to the Trustee. 

  
 13 








 Upon termination of the Trust other than upon a Change of. Control, the Trustee shall sell all or
a portion of the assets of the Trust Fund as directed by the Committee. The proceeds of such sale or the assets then remaining in the Trust Fund shall then be distributed by the Committee to the Plans, used towards repayment of any Loan, or returned
to the Company as directed by the Committee in its discretion. After distribution of all assets held in the Trust Fund as directed by the Committee, the Company shall be deemed to have forgiven all amounts then outstanding under any Loan, including
accrued and unpaid interest. 
 The Trust shall become irrevocable and nonamendable and shall terminate automatically upon a Change of
Control. The Company shall notify the Trustee of the occurrence of a Change of Control as soon as possible after its occurrence. Immediately upon a termination of the Trust after a Change of Control, the Company shall be deemed to have forgiven all
amounts then outstanding under any Loan, including accrued and unpaid interest. As soon as practicable after receiving notice from the Company of a Change of Control, the Trustee shall sell all of the Company Stock and other non-cash assets (if any)
then held in the Trust Fund as directed by the Committee. The proceeds of such sale shall first be returned to the Company up to an amount equal to the principal amount of any Loan and any accrued but unpaid interest thereon that was forgiven upon
such termination. Any funds remaining in the Trust after such payment to the Company shall be distributed with reasonable promptness to the Plans as directed by the Committee. 

8.3 Form of Amendment or Termination. Any amendment or termination of the Trust (other than after a Change of Control) shall be
evidenced by an instrument in writing signed by an authorized officer of the Company, certifying that said amendment or termination has been authorized and directed by the Company or the Board of Directors, as applicable, and, in the case of any
amendment, shall be consented to by signature of the Trustee or its authorized officer, as the case may be, if required by Section 8.1. 

ARTICLE 9 

Miscellaneous 
 9.1
Controlling Law. The laws of the State of South Dakota shall be the controlling law in all matters relating to the Trust, without regard to conflicts of law. 

9.2 Committee Action. Any action required or permitted to be taken by the Committee may be taken on behalf of the Committee by any
individual so authorized. The Company shall furnish to the Trustee the name and specimen signature of each member of the Committee upon whose statement of a decision or direction the Trustee is authorized to rely. Until notified of a change in the
identity of such person or persons, the Trustee shall act upon the assumption that there has been no change. 
 9.3 Notices. All
notices, requests, or other communications required or permitted to be delivered hereunder shall be in writing, delivered by registered or certified mail, return receipt requested, telecopier or hand delivery as follows: 

 

			
	To the Company:	  	Computer Task Group, Incorporated
		  	800 Delaware Ave.


  
 14 









			
		  	Buffalo, New York 14209
		  	Attention: Vice President and General Counsel
		
		  	With a copy to:
		  	Hodgson Russ LLP
		  	The Guaranty Building
		  	140 Pearl Street, Suite 100
		  	Buffalo, NY 14202
		
	To the Trustee:	  	South Dakota Trust Company LLC
		  	201 S. Phillips Ave., Ste. 200
		  	Sioux Falls, SD 57104
		
	With a copy to:	  	Mary A. Akkerman, Esq.
		  	Lindquist + Vennum LLP
		  	101 S. Reid St., Ste. 302
		  	Sioux Falls, SD 57103
		
		  	Buffalo CTG LLC
		  	c/o Barrantys LLC
		  	120 W. Tupper St.
		  	Buffalo, NY 14201

 Any party hereto may from time to time, by written notice given as aforesaid, designate any other address to which notices,
requests or other communications addressed to it shall be sent. 
 9.4 Severability. If any provision of the Trust shall be held
illegal, invalid or unenforceable for any reason, such provision shall not affect the remaining parts hereof, but the Trust shall be construed and enforced as if said provision and never been inserted herein. 

9.5 Protection of Persons Dealing with the Trust. No person dealing with the Trustee shall be required or entitled to monitor the
application of any money paid or property delivered to the Trustee, or determine whether or not the Trustee is acting pursuant to authorities granted to it hereunder or to authorizations or directions herein required. 

9.6 Tax Status of Trust. It is intended that the Company, as grantor hereunder, be treated as the owner of the entire Trust and the
Trust Fund within the meaning of subpart E part 1, subchapter K, chapter 1, subtitle A of the Code. Until advised otherwise, the Trustee in preparing any tax reports or returns may presume that this is the proper tax status of the Trust. 

9.7 Participants to Have No Interest in the Company by Reason of the Trust. Neither the creation of the Trust nor anything contained in
the Trust shall be construed as giving any person, including any individual employed by the Company or any Affiliate of the Company, any equity or interest in the assets, business or affairs of the Company. 

  
 15 








 9.8 Nonassignability. No right or interest of any person to receive distributions from the
Trust shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including, but not by way of limitation, execution, levy, garnishment, attachment, pledge, or bankruptcy, but excluding death or
mental incompetency, and no right or interest of any person to receive distributions from the trust shall be subject to any obligation or liability of such person, including claims for alimony or the support of any spouse or child. 

9.9 Plurals. Whenever the context requires or permits, the singular form shall include the plural form and shall be interchangeable.

 9.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be considered an original.

 ARTICLE 10 

Investment Direction 

10.1 Investment Advisor. The trust is subject to this Article 10 only during periods in which an Investment Advisor or Advisor is
acting. If this paragraph applies to the Trust, it will supersede any conflicting provisions in the trust agreement. 
 (a) Buffalo CTG LLC
is hereby appointed as the initial Investment Advisor. The Board of Directors may remove any Investment Advisor at any time without cause and shall specify the date or circumstances upon which the removal would become effective. The Board of
Directors may appoint a successor Investment Advisor to take its place, and shall specify the date or circumstances upon which the appointment would become effective. The Board of Directors may revoke the appointment of an additional or successor
Investment Advisor prior to its taking effect. A trustee may be appointed as an Investment Advisor. 
 (b) A vacancy in the office of the
Investment Advisor occurs if: (1) an appointed Investment Advisor rejects its position or has not accepted its position within sixty days of the effective date of the appointment; (2) an Investment Advisor cannot be identified or does not
exist; (3) an Investment Advisor resigns or otherwise ceases acting; or (4) an Investment Advisor is removed. If there are more than one Investment Advisors acting at the time of the vacancy and there remains at least one acting Investment
Advisor, a vacancy does not need to be filled. If a trust has no then-acting or remaining Investment Advisor, the vacancy may be filled by the Board of Directors. 

(c) A party appointed as an Investment Advisor accepts the appointment by providing written notice to the trustee. 

(d) An Investment Advisor may resign at any time. The resignation must be in writing, specify its effective date, and be delivered to the
Board of Directors, any other Investment Advisor, to any then-acting trustee of the trust. 
 (e) If at any time there is no Investment
Advisor acting, then the trustee of that trust may exercise all rights and powers of the Investment Advisor. 

  
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 (f) So long as an Investment Advisor has been appointed, any trustee who is not then serving as
an Investment Advisor is deemed an excluded administrative fiduciary pursuant to SDCL § 55-1B-2 and is afforded all protections therein. Despite the general powers of the trustee, the following paragraphs will supersede any conflicting
provisions in the Agreement during any period in which the Investment Advisor is acting: 
 (i) The trustee must follow the
written directions of the Investment Advisor with respect to the retention, purchase, sale, or encumbrance of trust property and the investment and reinvestment of principal and income held, the sole authority and discretion for which belongs to the
Investment Advisor (provided, however, that the Investment Advisor is not authorized to direct the trustee to purchase any asset that would violate federal, state or local law, or the provisions of this Agreement), and accordingly the trustee has no
duty to review or monitor trust investments while the Investment Advisor is acting. The Investment Advisor has full authority to direct the trustee to take any action with respect to the trust assets that the trustee is authorized to take in this
Agreement with regard to investment of the trust assets. 
 (ii) Unless specifically requested to do so in writing by the
Investment Advisor, the trustee is under no duty or obligation to forward any investment information regarding the assets or liabilities held in the trust, including but not limited to corporate actions, proxies, securities litigation, prospectuses,
and annual company reports. In addition, the trustee is under no duty or obligation to vote any proxies or respond to any corporate actions or securities litigation notices unless specifically directed in writing by the Investment Advisor. If the
Investment Advisor chooses not to instruct the trustee with regard to proxies, corporate actions, or securities litigation, the Trustee is not liable for any failure to act. This paragraph shall apply to the provisions set forth in paragraph 5.4,
above, and to the extent that an Investment Advisor is then acting, such Investment Advisor’s authority shall be used to direct the Trustee with respect to any duties set forth in paragraph 5.4, above. 

(iii) The Investment Advisor, at any time and from time to time, has the power and authority to direct brokerage instructions
for any security transactions executed with respect to the trust, provided that the broker selected is acceptable to the corporate trustee as a counter party. In connection therewith, the Investment Advisor may (1) enter into contracts,
agreements, or other arrangements as the Investment Advisor deems appropriate with brokers as it selects for ‘receive vs. payment’ or ‘delivery vs. payment’ with respect to security transactions executed in the trust and
(2) direct the trustee to pay the compensation and costs of brokers from the trust assets. It is recognized that pursuant to brokerage instructions as the Investment Advisor may direct, the trust may pay more in commissions for the purchase or
sale of a particular security than might have been obtained elsewhere. Neither the trustee nor the Investment Advisor has any liability for any differences in brokerage commissions. 

(iv) The trustee is not be accountable for any loss or depreciation in value sustained by reason of action (1) taken
pursuant to direction of the Investment Advisor or any investment adviser or (2) not taken by reason of disapproval or inaction by the Investment Advisor or any investment manager pursuant to the preceding


  
 17 








 
provisions of this paragraph. The foregoing sentence is not be construed as placing any affirmative obligation on the trustee to seek advice and directions from the Investment Advisor or any
investment manager under any circumstances, it being the specific intention to relieve and exclude the trustee of all responsibility for investment performance of the trust assets while the Investment Advisor is acting. No person dealing with the
trustee is required or privileged to inquire whether there has been compliance with these provisions. 
 (g) Despite the foregoing
provisions of this paragraph, if, in any case of emergency, it is impossible or impracticable for the trustee, as determined solely by the trustee, to obtain the direction of the Investment Advisor with respect to trust investments by reasons of
vacancies in the Investment Advisor position or the absence of an acting Investment Advisor, or an incapacity, disability, or other condition preventing the Investment Advisor from acting, then all the rights, powers and discretion conferred upon
the Investment Advisor under this paragraph, until the passing of the emergency, vest in and may be exercised by the trustee as fully and effectively as if the rights, powers, and discretion had originally been conferred upon the trustee solely. The
trustee incurs no liability for actions taken pursuant to the powers granted by this paragraph in the absence of gross negligence or willful misconduct. 

(h) The rights and powers herein conferred on the Investment Advisor are exercisable only in a fiduciary capacity, and any investment manager
accepting the delegation of a discretionary function of the Investment Advisor pursuant to this paragraph also is considered to be acting in a fiduciary capacity. By accepting an appointment to serve or act under this Agreement, the Investment
Advisor and investment managers are deemed to have consented to submit to the jurisdiction of any courts in which jurisdiction and venue are proper to review the administration of the trust and to be made parties to any proceedings in the courts
that place in issue the decisions or actions of the Investment Advisor or investment managers, notwithstanding, with respect to an investment manager, the terms of any investment management agreement or contract. 

ARTICLE 11 

Distribution Direction 

11.1 Distribution Advisor. The following provisions shall apply to supersede or modify the general powers of the trustee as set forth
in other Articles of this instrument, where the context admits, during any period in which a Distribution Advisor shall be acting. Buffalo CTG LLC is appointed as the initial Distribution Advisor as contemplated in South Dakota’s chapter on
Directed Trusts SDCL 55 – 1B. If at any time there is no Distribution Advisor acting hereunder, then the trustee shall exercise all rights and powers of the Distribution Advisor. 

(a) The Distribution Advisor shall direct the trustee with regard to all discretionary distributions of trust property to beneficiaries
hereunder, and the trustee is authorized to follow the written directions of the Distribution Advisor with respect thereto (provided, however, that the Distribution Advisor shall not be authorized to direct the Trustee to make any distributions that
would violate the provisions of this agreement). The Trustee shall not be accountable for (i) any action taken pursuant to direction of the Distribution Advisor or (ii) inaction of the Distribution Advisor. The rights and powers conferred on
the Distribution 

  
 18 








 
Advisor shall be exercisable only in a fiduciary capacity. By accepting an appointment to serve or act hereunder such Distribution Advisor shall be deemed to have consented to submit to the
jurisdiction of any courts in which jurisdiction and venue are proper to review the administration of the Trust and to be made a party to any proceedings in such courts that place in issue the decisions or actions of such Distribution Advisor. 

(b) Absent bad faith, fraud or willful misconduct, the Trustee is hereby exonerated from any and all liability for their acts or omissions
that are directed by the Distribution Advisor. 
 (c) The Board of Directors may remove any Distribution Advisor and may appoint a successor
Distribution Advisor. Should there not exist a Distribution Advisor, then a successor or successors shall be appointed by instrument and delivered to the Trustee indicating the new Distribution Advisor by the Board of Directors. 

ARTICLE 12 
 Trust
Protector 
 12.1 Appointment of a Trust Protector. Buffalo CTG LLC is appointed as the Trust Protector of the Trust. The
Board of Directors may remove any Trust Protector and may appoint a successor Trust Protector and may specify the date or circumstances upon which the appointment would become effective. In the event that Buffalo CTG LLC fails or ceases to serve as
Trust Protector and no successor is named within 30 days, the Board of Directors shall act as successor Trust Protector. 
 (a) If the Trust
Protector fails to qualify or ceases to act, a successor Trust Protector may be appointed by the Board of Directors. 
 (b) Successor Trust
Protector. Any successor Trust Protector has all the rights, duties, powers, discretions, and immunities of the initial Trust Protector. 

(c) Limitation on liability. The Trust Protector has no fiduciary responsibility to monitor the actions of the trustee. Except for any matter
involving the Trust Protector’s own individual willful misconduct or gross negligence proved by clear and convincing evidence, no Trust Protector incurs any liability by reason of any error of judgment, mistake of law, or action of any kind
taken or omitted to be taken if reasonably believed by the Trust Protector to be in accordance with the provisions and intent hereof. 
 (d)
Powers of Trust Protector. The Trust Protector is appointed pursuant to SDCL § 55-1B-6 and shall have the following powers enumerated in SDCL Ch. 55-1B for trust protectors: 

(i) Modify or amend the Trust to achieve favorable tax status or respond to changes in the Internal Revenue Code, state law, or
the rulings and regulations thereunder; however, no such modification or amendment shall be made that contravenes or violates any applicable laws governing employee benefit plans as those laws affect any party interested in the Trust; 

  
 19 








 (ii) Terminate the Trust; 

(iii) Divide the Trust into two or more trusts; 

(iv) Change situs or governing law of the Trust, or both; 

(v) Appoint a successor Trust Protector, subject to the preceding provisions of this paragraph; 

(vi) Interpret terms of the Trust at the request of the trustee; 

(vii) Veto or direct trust distributions; 

(viii) Advise the trustee on matters concerning a beneficiary; 

(ix) Amend or modify the Trust to take advantage of laws governing restraints on alienation, distribution of trust property, or
the administration of the Trust; and 
 (x) Provide direction regarding notification of qualified beneficiaries of the Trust
pursuant to SDCL § 55-2-13.” 
 IN WITNESS WHEREOF, the Company and the Trustee have caused this Agreement to be signed, and their
seals affixed hereto, by their authorized officers all as of the day, month and year first above written. 
  

			
	COMPUTER TASK GROUP, INCORPORATED
	
	 /s/ Peter P. Radetich

	By:	 	 Peter P. Radetich

	Its:	 	 Senior Vice President & Secretary

	
	Trustee
	
	SOUTH DAKOTA TRUST COMPANY LLC
	
	  

	By:	 	  

	Its:	 	  




  
 20 








 EXHIBIT A 

Plans 
 To be updated 

Revised                      

 

	1.	Employee welfare benefit plans (as defined in Section 3(1) of ERISA) sponsored or maintained by the Company or its Affiliates. 

  


	2.	Computer Task Group, Inc. 

 Employee Stock Purchase Plan 

 

	3.	Computer Task Group, Inc. 

 Management Stock Purchase Plan 

 

	4.	Computer Task Group, Inc. 

 Executive Supplemental Benefit Plan 

 

	5.	Computer Task Group, Inc. 

 Restricted Stock Plan 

 

	6.	Computer Task Group, Inc. 

 401(k) Retirement Plan 

 

	7.	1991 Computer Task Group, Inc, 

  

	8.	Computer Task Group, Inc. 

 Non-Qualified Key Employee Deferred Compensation Plan 

 

	9.	Other stock based compensation plans for employees or directors of Computer Task Group, Incorporated currently existing or established in the future 








 EXHIBIT A 

Plans 
  

	1.	Employee welfare benefit plans (as defined in Section 3(1) of ERISA) sponsored or maintained by the Company or its Affiliates. 

  


	2.	Computer Task Group, Incorporated 

 Employee Stock Purchase Plan 

 

	3.	Computer Task Group, Incorporated 

 Management Stock Purchase Plan 

 

	4.	Computer Task Group, Incorporated 

 Executive Supplemental Benefit Plan 

 

	5.	Computer Task Group, Incorporated 

 Restricted Stock Plan 

 

	6.	Computer Task Group, Incorporated 

 401(k) Retirement Plan 

 

	7.	1991 Computer Task Group, Incorporated Stock Option Plan 

  

	8.	Other stock based compensation plans for employees or directors of Computer Task Group, Incorporated currently existing or established in the future 








 EXHIBIT B 

INITIAL CONTRIBUTION TO TRUST FUND 

All property previously transferred to the Trust