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Board Of Directors' Resolution Skipping A Dividend

Pursuant to a duly made, seconded, and unanimously carried motion, the Board of Directors of _________________________ (hereinafter referred to as Corporation) adopted the following resolution:

WHEREAS, said Corporation may be required to seek borrowed funds in the next fiscal year and such borrowing may require the Corporation the presentation of a financial statement showing a substantial surplus in the cash account, it is hereby

RESOLVED, that a regular dividend will not be declared on the common stock of this Corporation for the ______ quarter of 20____, and it is

FURTHER RESOLVED that the amount so saved will be retained by the Corporation in its surplus account.

The undersigned, __________________________________, certifies that he or she is the duly appointed Secretary of _______________________________ 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 ________________, 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.

Date:_______________________ _________________________

Secretary

Seal: