Chairperson Harney called the Johnson County Board of Supervisors to order in the Johnson County Administration Building at 3:00 p.m. Members present were: Pat Harney, Mike Lehman, Terrence Neuzil, and Sally Stutsman; absent: Carol Thompson.

Unless otherwise noted, all actions were taken by the following vote: Roll call: aye: Neuzil, Stutsman, Harney, Lehman; absent: Thompson.

Whereas, pursuant to the provisions of Section 331.402 of the Code of Iowa, the Board of Supervisors of Johnson County, Iowa (the "County"), has heretofore proposed to contract indebtedness and enter into a loan agreement in the principal amount of $3,570,000, for the purposes of paying the cost, to that extent, of funding health and liability self-insurance programs, and has published notice of the proposed action and has held a hearing thereon; and

Whereas, bids were received for the sale of a $3,570,000 General Obligation Capital Loan Note, Series 2003 ( the "Note"); and

Whereas, it is necessary at this time to authorize and approve the Loan Agreement and to make provision for the issuance of the Note in evidence of the obligation of the County under the Loan Agreement;

Now, Therefore, Be It Resolved by the Board of Supervisors of Johnson County, Iowa, as follows:

Section 1.The County hereby determines to enter into a loan agreement (the "Loan Agreement") with Hills Bank & Trust Company, Hills, Iowa, as lender (the "Lender"), in substantially the form as has been placed on file with the Board, providing for a loan to the County in the principal amount of $3,570,000 for the purpose or purposes set forth in the preamble hereof.

The Chairperson and County Auditor are hereby authorized and directed to sign the Loan Agreement on behalf of the County, and the Loan Agreement is hereby approved.

Section 2.The Note is hereby authorized to be issued in the principal amount of $3,570,000, and shall be dated as of the date of its delivery to the Lender and shall be payable as to both principal and interest in the manner hereinafter specified.

The County Treasurer is hereby designated as the registrar and paying agent for the Note and may be hereinafter referred to as the "Registrar" or the "Paying Agent".

Principal of the Note shall bear interest until paid from the date of the Note or from the last date on which interest has been paid at the rate of 1.15 % per annum. Interest will be paid on December 1, 2003, and at maturity on June 1, 2004. Principal of the Note shall be paid in full at maturity.

Payment of both principal of and interest on the Note shall be made to the registered owner appearing on the registration books of the County at the close of business on the fifteenth day of the month next preceding the payment date and shall be paid by check or draft mailed to the registered owner at the address shown on such registration books; provided, however, that the final installment of principal and interest shall be payable only upon presentation and surrender of the Note to the Paying Agent.

The County reserves the right to prepay principal of the Note in whole or in part at any time prior to and in inverse order of maturity on terms of par and accrued interest. All principal so prepaid shall cease to bear interest on the prepayment date.

The County hereby pledges the faith, credit, revenues and resources and all of the real and personal property of the County for the full and prompt payment of the principal of and interest on the Note.

The Note shall be executed on behalf of the County with the official manual or facsimile signature of the Chairperson and attested by the official manual or facsimile signature of the County Auditor and shall have the County’s seal impressed or printed thereon and shall be a fully registered Note without interest coupons. In case any officer whose signature or the facsimile of whose signature appears on the Note shall cease to be such officer before the delivery of the Note, such signature or such facsimile signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery.

The Note shall be fully registered as to principal and interest in the name of the owner on the registration books of the County kept by the Registrar, and after such registration, payment of the principal thereof and interest thereon shall be made only to the registered owner or its legal representatives or assigns. The Note shall be transferable without cost to the registered owner thereof only upon the registration books of the County upon presentation to the Registrar, together with either a written instrument of transfer satisfactory to the Registrar or the assignment form thereon completed and duly executed by the registered owner or the duly authorized attorney for such registered owner.

The record and identity of any owners of the Note shall be kept confidential as provided by Section 22.7 of the Code of Iowa.

Section 3.The Note shall be in substantially the following form:

(Form of Note)

RATEMATURITY DATENOTE DATE

1.15%June 1, 2004____________

Johnson County (the "County"), Iowa, for value received, promises to pay in the manner hereinafter provided to

HILLS BANK & TRUST COMPANY

Hills, Iowa

or registered assigns, the principal sum of THREE MILLION FIVE HUNDRED SEVENTY THOUSAND DOLLARS ($3,570,000), together with interest on the outstanding principal hereof from the date of this Note, or from the most recent payment date on which interest has been paid, except as the provisions hereinafter set forth with respect to prepayment prior to maturity may be or become applicable hereto.

Principal of this Note shall bear interest at the rate of 1.15 % per annum. Principal of this Note shall be payable in full at maturity on June 1, 2004. Accrued interest will be paid on December 1, 2003, and at maturity on June 1, 2004.

Both principal of and interest on this Note are payable to the registered owner appearing on the registration books of the County maintained by the County Treasurer (hereinafter referred to as the "Registrar" or the "Paying Agent") at the close of business on the fifteenth day of the month next preceding the payment date in lawful money of the United States of America by check or draft mailed to the registered owner at the address shown on such registration books; provided, however, principal and the final installment of interest shall be payable only upon presentation and surrender of this Note to the Paying Agent.

This Note is issued by the County to evidence its obligation under a certain Loan Agreement, dated the date of this Note (the "Loan Agreement") entered into by the County for the purpose of providing funds to pay the cost of funding health and liability self-insurance programs.

This Note is issued pursuant to and in strict compliance with the provisions of Chapter 331 of the Code of Iowa, 2001, and all other laws amendatory thereof and supplemental thereto, and in conformity with a resolution of the County Board of Supervisors authorizing and approving the Loan Agreement and providing for the issuance and securing the payment of this Note (the "Resolution"), and reference is hereby made to the Resolution and the Loan Agreement for a more complete statement as to the source of payment of this Note and the rights of the owner of this Note.

The County reserves the right to prepay principal of this Note, in whole or in part, at any time prior to and in inverse order of maturity on terms of par and accrued interest. All principal so prepaid shall cease to bear interest on the prepayment date.

This Note is fully negotiable but shall be fully registered as to both principal and interest in the name of the owner on the books of the County in the office of the Registrar, after which no transfer shall be valid unless made on said books and then only upon presentation of this Note to the Registrar, together with either a written instrument of transfer satisfactory to the Registrar or the assignment form hereon completed and duly executed by the registered owner or the duly authorized attorney for such registered owner.

The County, the Registrar and the Paying Agent may deem and treat the registered owner hereof as the absolute owner for the purpose of receiving payment of or on account of principal hereof, premium, if any, and interest due hereon and for all other purposes, and the County, the Registrar and the Paying Agent shall not be affected by any notice to the contrary.

And It Is Hereby Certified and Recited that all acts, conditions and things required by the laws and Constitution of the State of Iowa, to exist, to be had, to be done or to be performed precedent to and in the issue of this Note were and have been properly existent, had, done and performed in regular and due form and time; that provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the County for the payment of the principal of and interest on this Note as the same will respectively become due; that the faith, credit, revenues and resources and all the real and personal property of the County are irrevocably pledged for the prompt payment hereof, both principal and interest; and that the total indebtedness of the County, including this Note, does not exceed any constitutional or statutory limitations.

IN TESTIMONY WHEREOF, Johnson County, Iowa, by its Board of Supervisors, has caused this Note to be sealed with its official seal, to be executed by its Chairperson and attested by its County Auditor, all the ___ day of April, 2003.

JOHNSON COUNTY, IOWA

By_______________________________

Chairperson, Board of Supervisors

Attest:

County Auditor

(Seal)

For valuable consideration, receipt of which is hereby acknowledged, the undersigned assigns this Note to

________________________________________________________________________(Please print or type name and address of Assignee)

______________________________________
PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE

and does hereby irrevocably appoint ________________________________, Attorney, to transfer this Note on the books kept for registration thereof with full power of substitution.

Dated: _______________________

Signature guaranteed: