Resolutions passed by the CPB Board of Directors

Resolution of the Board of Directors of the Corporation for Public Broadcasting
September 18, 2006

Authorization to Execute a Waiver and Consent in Regards to the Hecker Estate

Unanimously

WHEREAS,

The last will and testament of the late Georgina M. Hecker of Roslyn, New York, names CPB as a potential beneficiary, but under terms which cannot take effect without a judicial interpretation, and the Executor of Ms. Hecker's estate has asked CPB to execute a Waiver and Consent, approved by its Board of Directors, endorsing a petition to the Surrogate's Court of Nassau County, New York, to construe the will in favor of CPB and other potential beneficiaries; and

WHEREAS,

CPB Management recommends approval of the Waiver and Consent based on the advice of General Counsel that the Waiver and Consent poses no risk to CPB and is the most effective means of qualifying CPB as a potential beneficiary of Ms. Hecker's estate.

NOW, THEREFORE BE IT RESOLVED,

That the Board of Directors authorizes the Corporate Secretary to execute and affix the corporate seal to the attached Waiver and Consent to be filed in the Surrogate's Court of Nassau County, New York.

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