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WRITTEN CONSENT TO RESOLUTIONS <br />of the <br />BOARD OF DIRECTORS <br />of <br />WALSH & KELLY, INC. <br />The undersigned, being all of the Directors of WALSH & KELLY, INC., an Indiana Corporation, <br />hereby consent to the following actions to be taken by the Corporation without a meeting of the Board of <br />Directors under the applicable provisions of the Indiana Business Corporation Law, as amended: <br />RESOLVED that the following be, and hereby are, elected officers of the Corporation, to <br />hold the office until the next regular meeting of the Board of Directors and until their <br />successors are duly elected and have qualified: <br />John M. Peisker, President <br />Jeffrey L. Swan, Executive Vice President <br />John P. Vercruysse, Executive Vice President <br />Jamie L. Tancos, Vice President of Finance, Secretary & Treasurer <br />Gregory A. Kelly, Vice President <br />Charles Potts Jr., Vice President <br />Albert E.VanDenBergh, Vice President <br />David L. Franz, Vice President <br />David J. Misirly, Vice President <br />Gregory A. Hoffman, Vice President <br />Dustin P. Hilary, Vice President <br />Lynn J. Bauer, Vice President <br />Mark E. Krachenfels, Vice President <br />RESOLVED FURTHER that the actions of the Officers of the Corporation taken since the <br />last meeting of the Board of Directors be, and the same hereby are, fully ratified and <br />approved. <br />RESOLVED FURTHER that the following be, and they hereby are, authorized to execute <br />all contracts or similar documents on behalf of the Corporation: <br />John M. Peisker, President <br />Jeffrey L. Swan, Executive Vice President <br />John P. Vercruysse, Executive Vice President <br />Jamie L. Tancos, Vice President of Finance, Secretary & Treasurer <br />Gregory A. Kelly, Vice President <br />Charles Potts Jr., Vice President <br />Albert E.VanDenBergh, Vice President <br />David L. Franz, Vice President <br />David J. Misirly, Vice President <br />Gregory A. Hoffman, Vice President <br />Dustin P. Hilary, Vice President <br />Lynn J. Bauer, Vice President <br />Mark E. Krachenfels, Vice President <br />RESOLVED FURTHER that this consent shall be in lieu of an annual meeting of the Board <br />of Directors of the Corporation and shall be filed in the minute book of the Corporation in <br />place of any such annual minutes. <br /><<SIGNATURES ON THE NEXT PAGE>> <br />