Resolutions-2003-xxx

Merchants Bonding Company (MUTUAL) POWER OF ATTORNEY Know all Persons By These Presents, that the MERCHANTS BONDING COMPANY (MUTUAL), a corporation duly organized under the laws of the State of Iowa, and having its principal office in the City of Des Moines, County of Polk, State of Iowa, such office constituted and appointed, and duly by its Board of Directors, has authorized, appointed, and does hereby appoint, as its true and lawful Attorney-in-Fact, with full power and authority hereby conferred in its name, place and stead, to sign, execute, acknowledge and deliver in its behalf as many and all bonds, undertakings, recognizances or other written obligations or the nature thereof, subject to the limitation that any such instrument shall not exceed the amount of: TEN MILLION ($10,000,000.00) DOLLARS and to bind the MERCHANTS BONDING COMPANY (MUTUAL) thereby as fully and to the same extent as if such bond or undertaking was signed by the duly authorized officers of the MERCHANTS BONDING COMPANY (MUTUAL), and in the acts of said Attorney-in-Fact, powers and authorities herein granted, it is hereby ratified and confirmed. The Power of Attorney is in a proper form executed pursuant to and by authority of the following Amended Subsidiary and Restated By-Laws adopted by the Board of Directors of the MERCHANTS BONDING COMPANY (MUTUAL) on January 25, 2000: ARTICLE XI, SECTION 8 - The President and Secretary of the MERCHANTS BONDING COMPANY (MUTUAL) and the Secretary shall have power and authority to sign, issue, execute, acknowledge, deliver and record all instruments, documents, agreements, contracts, notes, bonds, certificates, checks, drafts, promissory notes, and other securities, evidencing indebtedness, obligations, or other liabilities of the Company, and to authorize them to execute on behalf of the Company, and attach the Seal of the Company thereto, bonds and undertakings, recognizances, contracts of indemnity and other obligations of every kind and nature thereon. ARTICLE XI, SECTION 9 - The signature of any authorized officer and the Seal of the Company may be affixed by facsimile to any Power of Attorney or other instrument, and the same shall have the same force and effect as though manually first signed by the person whose signature is so affixed, and such signature and seal when so used shall "have the same force and effect as though manually first signed." In witness Whereof, MERCHANTS BONDING COMPANY (MUTUAL) has caused these presents to be signed by its President and its corporate seal to be affixed to the same this 29th day of January, 2003. By [signature] Larry Taylor President STATE OF IOWA COUNTY OF POLK On this 29th day of January, 2003 before me appeared Larry Taylor, to me personally known, who being by me thereupon duly sworn, did subscribe as President of the MERCHANTS BONDING COMPANY (MUTUAL), the corporation hereinafter named as the foregoing instrument, and that the Seal affixed to the said instrument is for Corporation, and that the said instrument was signed and delivered in behalf of said Corporation by the President and the Board of Directors. In Testimony Whereof, I have hereunto set my hand and affixed my Official Seal at the City of Des Moines, Iowa, the day and year first above written. MARILYN BOYD Commissioner Number 1062 County Public Notary County Clerk STATE OF IOWA COUNTY OF POLK I, William Warner, Jr., Secretary of the MERCHANTS BONDING COMPANY (MUTUAL), do hereby certify that the above and foregoing is a true and correct copy of the POWER-OF-ATTORNEY executed by said MERCHANTS BONDING COMPANY (MUTUAL), which is still in force and effect. In Testimony Whereof, I have hereunto set my hand and affixed the seal of the Corporation on this 27th day of October, 2003. William Warner, Jr. Secretary