RESOLUTION TO ISSUE STATE INSTITUTIONAL BONDS FOR $5.5 MILLION FOR TRACK AND FIELD, BREAZEALE DEMOLITION AND STUDENT CENTER PHASE I

BY WINTHROP UNIVERSITY, MAKING DECLARATION OF INTENT PURSUANT TO UNITED STATE TREASURY DEPARTMENT, INTERNAL REVENUE SERVICE, REGULATION 1.150-2

WHEREAS, the Board of Trustees (the "Board") of Winthrop University (the "University") intends to expand, acquire, install, renovate or construct the following items in connection with the following facilities on campus:
(1) Construction of Competition Track and Fieldhouse
(2) Preparation of Soccer Field
(3) Demolition of Breazeale Hall Apartment Building
(4) Preparation of Construction Documents for New Student Center

WHEREAS, the Board is mindful of the fact that, in order for the use of federally tax-exempt obligation proceeds to be considered "expended" for purposes of United States Treasury Department Internal Revenue Service Regulation 1.150-2 ("Reg. 1.150-2") when used to reimburse the University for expenditures made prior to the issuance of the obligations, certain conditions including the making of a declaration of intent to reimburse such expenditures must be met;

THEREFORE, LET IT BE RESOLVED that a declaration of intent is herby made pursuant to Reg. 1.150-2 to reimburse expenditures made by the University with respect to the above-referenced items with the proceeds of federally tax-exempt obligations to be issued by Winthrop University, in an aggregate principal amount not to exceed $5,500,000; and that the Vice President for Finance and Business of the University is hereby directed to maintain a copy of this declaration in the files and records of the University.

November 7, 2003