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<br />RESOLVED FURTHER, that the proper officers of the Corporation, and each of them, are <br />hereby authorized to take any and all actions and to execute, deliver and file, or cause to be executed, <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 of Northern with and into the Corporation and to <br />otherwise accomplish the purposes and carry out the intent of the foregoing resolutions, <br />IN WITNESS WHERE-Of, the undersigned have executed this consent as of the 15th day of <br />November, 2001.. <br />e .. Lyons <br />f•- <br />Timothy A. Pow <br />Ray Arnold