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01-002 RESRESOLUTION 01- 02 A RESOLUTION OF THE CITY OF ELK RIVER A RESOLUTION APPROVING THE AMENDMENT AND RESTATEMENT OF THE CITY OF ELK RIVER FLEXIBLE BENEFITS PLAN The undersigned, Stephanie A. Klinzing , serving as Secretary of City of Elk River (the "City") duly organized and existing under the laws of the State of Minnesota does hereby certify that at a meeting of the City Council held on the 8th day of January, 2001, at which a quorum was present, the City Council unanimously approved the Amendment and Restatement of the City of Elk River Flexible Benefits Plan, (the "Plan"). That the following is a true and correct copy of said Resolution: WHEREAS, City of Elk River previously adopted the City of Elk River Flexible Benefits Plan; WHEREAS, City of Elk River desires to amend and restate such Plan as presented to the City Council. NOW, THEREFORE, BE IT RESOLVED that the City of Elk River Flexible Benefits Plan be and the same is amended, restated and adopted in the form presented to the City Council, effective as of January 1, 2001. BE IT FURTHER RESOLVED that any authorized persons of the City are hereby authorized to make such contributions from the funds of the City as are necessary to carry out the provisions of said Plan at any time; and, BE IT FURTHER RESOLVED, that in the event any conflict arises between the provisions of said Plan and the Employee Retirement Income Security Act of 1974 (ERISA) or any other applicable law or regulation (as such law or regulation may be interpreted or amended), the Company shall resolve such conflict in a manner which complies with ERISA or such law or regulation. Date