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1 <br /> FURTHER, that the proper officers of the Corporation, and each of them, are <br /> RESOLVED FUR p p <br /> hereby authorized to take any and all actions and to execute, deliver and file, or cause to be executed, I <br /> delivered and filed any and all agreements, certificates, letters, documents, consents, notices or other <br /> writings that such officers may deem necessary, appropriate or desirable, acting upon the advice of <br /> counsel where appropriate, to effect the merger o Northern with and into the Corporation and to j <br /> f <br /> otherwise accomplish the purposes and cant'out the intent of the foregoing resolutions. <br /> EN WITNESS WHEREOF, the undersigned have executed this consent as of the 15th day of <br /> i <br /> November,2001. <br /> f <br /> e ..Lyons Timothy A. Pow <br /> Ray Arnold <br /> i <br /> a <br /> 1 <br /> l <br /> I <br /> f <br /> i <br /> i <br /> i <br /> 1 <br /> 3 <br /> I <br /> l <br />