BOARD OF DIRECTORS' RESOLUTION 
AUTHORIZING ADOPTION OF GROUP LEGAL SERVICES PLAN

Pursuant to 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, a copy of this plan being attached to the minutes of this meeting, and

WHEREAS the Board of Directors concurs with the recommendation of the Compensation Committee that this type of program be established by the Corporation to attract and retain highly qualified, desirable employees, it is hereby:

RESOLVED that the program designated as the "Group Legal Assistance Plan for the Benefit of the Employees of ____________________________ Corporation" and recommended by the Compensation Committee be and hereby is approved, adopted and accepted by the Board of Directors of this Corporation.  A copy of which program will be attached to the minutes of this meeting by the Secretary, 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, __________________________, certifies that he or she is the duly appointed Secretary of _____________________________ Corporation and that the above is a true, accurate, 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 _____________, 20____, and that such resolution is now in full force and effect.

IN WITNESS THEREOF, I have affixed my name as Secretary of ___________________ Corporation and have attached the seal of _____________________ Corporation to this resolution.

Dated: ______________________              ___________________________
                                                                    Secretary

   Seal: