SHAREHOLDERS' RESOLUTION ADOPTING EMPLOYEES' WELFARE PLAN Upon a duly made, seconded and unanimously adopted motion, the Shareholders of this Corporation adopted the following resolution: WHEREAS, the Board of Directors has approved a recommendation of its Compensation Committee that Corporation establish a welfare plan for its employees, and WHEREAS, the aforementioned Compensation Committee recommended and presented to the Board of Directors a detailed "Welfare Plan for Employees of the [COMPANY NAME] Corporation," a copy of which is attached to the minutes of this meeting, and WHEREAS, the Board of Directors of this Corporation adopted the recommendations of the aforementioned Compensation Committee at its meeting on [DATE], it is hereby: RESOLVED, that the "Welfare Plan for Employees of the [COMPANY NAME] Corporation" recommended by the Compensation Committee in its report dated [DATE], a copy of which the Secretary of the Corporation is directed to attach to the minutes of this meeting, and approved by the Board of Directors at its meeting of [DATE], the minutes of which the Secretary is hereby directed to attach to the minutes of this meeting, be and hereby is adopted, and the Directors of this Corporation are hereby authorized to take all actions necessary to bring the aforementioned "Welfare Plan for the Employees of [COMPANY NAME] Corporation" into being. The undersigned, [N], certifies that I am the duly appointed Secretary of [COMPANY NAME] Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the shareholders thereof, convened and held in accordance with law and the Bylaws of said Corporation on [DATE], and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of [COMPANY NAME] Corporation. Dated: [DATE] ____________________ Secretary