Model Assumption and Guarantee Corporate Resolution RESOLUTION OF AGREEMENT OF PARENTAL ASSUMPTION AND GUARANTEE At a meeting of the Board of Directors of , (name of holding corporation) a corporation organized and existing under the laws of the State of held on the , day of 20 , a quorum being present, the following Resolution was adopted: RESOLVED that , (name of holding corporation) organized under the laws of the State of , authorizes that its legally controlled subsidiary(ies) or affiliate(s) (list legal name & state of incorporation of each subsidiary or affiliate) seek a Certificate of Consent to Self Insure workers’ compensation liabilities in the State of California; and, BE IT FURTHER RESOLVED that (name of holding corporation) will guarantee the payment of all workers’ compensation liabilities incurred by any self-insured subsidiary or affiliate named above, resulting from operations in California as a permissibly self insured; and BE IT FURTHER RESOLVED that the President, any Vice President, Treasurer and Secretary of the (name of holding corporation) are severally authorized to sign the State of California form entitled Agreement of Assumption and Guarantee of Workers’ Compensation Liabilities on behalf of the subsidiary(ies) or affiliate(s) and be bound by all terms and conditions therein, including, but not limited to, terms specifying assumption of all subsidiary(ies) and affiliate(s) liability; and 2002 © American LegalNet, Inc. BE IT FURTHER RESOLVED that (name of holding corporation) will guarantee the payment of all workers’ compensation liabilities incurred by any additional self-insured subsidiary or affiliate, not named above, that in the future should be granted a Certificate of Consent to Self Insure workers’ compensation liabilities in the State of California, and the Secretary of (name of holding corporation) is authorized to add the subsidiary or affiliate name as an attachment to this resolution and said Secretary shall re-execute the resolution with said attachment and provide it to the Department of Industrial Relations (or its successor). I, , the undersigned Secretary of the , a corporation, (name of holding corporation) hereby certify that I am the said Secretary of said corporation, that the foregoing is a full, true and correct copy of the resolution duly passed by the Board of Directors thereof at a meeting of said Board held on the day and at the place therein specified, and that said resolution has never been revoked, rescinded, or set aside, and is now in full force and effect. IN WITNESS WHEREOF: I HAVE HEREUNTO SET MY HAND AND THE CORPORATE SEAL OF SAID CORPORATION THIS DAY OF 20 . (SEAL) Secretary NOTE: The officers authorized by job title in this model resolution are examples. The Board of the holding corporation can choose NOTE: any officer by designated job title to act on its behalf with respect to the Self Insurance Plans’ program of the NOTE: subsidiary(ies). 2002 © American LegalNet, Inc.