Secretary's Certificate of Board of Directors' Approval

Secretary’s Certificate of Board of Directors’ Approval of Combination

(Corporate Resolution)

1. I certify that I am the (secretary or cashier) of (bank name) located in the (city, town), state of (insert), and that I have been appointed and am presently serving in that capacity in accordance with the Bylaws of the institutions.

2. I further certify that at a meeting of the board of directors of (bank name) called and convened on the day of , 20 , the following resolutions were adopted by a majority of the board.

(Insert resolutions adopted—the entire text should be included.)

The resolution(s) is presently in full force and effect and has not been revoked or rescinded as of this date.

_____________________________

(Signature)

Secretary or Cashier

_____________________________

(Date)