BOARD OF DIRECTORS' RESOLUTION AUTHORIZING ADOPTION OF GROUP LEGAL SERVICES PLAN
Upon a duly made, seconded and unanimously adopted motion, the Board of Directors of this Corporation adopted the following resolution: WHEREAS, the Compensation Committee of the Board of Directors of this Corporation has made a written recommendation that the Corporation establish a Group Legal Services Plan under which employees would, if they will so desire, have access to qualified legal counsel without cost to themselves, and WHEREAS, the Board of Directors concludes that the establishment of such a program would enable the Corporation to attract and retain highly qualified, desirable employees, it is hereby: RESOLVED, that the "Group Legal Assistance Plan for the Benefit of the Employees of [COMPANY NAME] Corporation," recommended by the Compensation Committee, a copy of which the Secretary is directed to attach to the minutes of this meeting, be and hereby is approved, adopted and accepted by the Board of Directors of this Corporation, and it is FURTHER RESOLVED, that the President of this Corporation is hereby directed to take all steps necessary to bring the aforesaid Plan into existence. 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 Directors 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