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20 20 <br />5d1Y <br />(9) Agent Authorized to Sign Power of Attorney Forms. In carrying out the <br />authorizations set forth in this instrument, if in the sole opinion of my Agent it is necessary or <br />convenient for my Agent to sign my name, as Principal, on forms of powers of attorney (the <br />"Forms") required by goverrunental agencies, corporations or other entities in transactions with <br />me, my Agent is authorized to execute such Forms, and to appoint an agent or other person on the <br />Forms to represent me. <br />(10) Agent Authorized to Employ Principal's Attorney. The Principal requests and <br />authorizes the Agent to employ the attorney who prepared this power of attorney or other attorneys <br />employed by the Principal in connection with the Principal's estate plan and business matters and <br />hereby (a) waives any and all conflicts of interest that might arise through such employment, (b) <br />authorizes all such attorneys to make full disclosure of the Principal's estate plan and business to <br />the Agent and (c) authorizes such attorneys to accept such employment. <br />(11) Governing Law. This instrument shall be governed by the laws of the State of <br />Nebraska in all respects. <br />(12) Revocation and Amendment. This instrument may be amended or revoked by me <br />at any time by the execution by me of a written instrument of revocation or amendment delivered <br />to my Agent and to all Alternate Agents. <br />(13) Agent's Resignation and Selection of Substitute. If my Agent desires to resign as <br />my Agent, and there is no successor Agent named in this instrument who is willing and able to <br />serve as my Agent, and I am incapacitated at the time of such resignation, then on such resignation <br />my Agent is authorized and empowered to appoint a substitute Agent to act and serve as my Agent, <br />such appointment to be made in a written instrument that shall be (i) signed by my Agent, (ii) <br />delivered to my substitute Agent, and (iii) attached to this instrument. <br />(14) Agent's Death, Incapacity, or Resignation and Selection of Substitute. At any <br />time after my incapacity, my Agent at any time may appoint a future successor Agent to act and <br />serve as my Agent in the event that my Agentshalldie or become mentally incapacitated or shall <br />resign prior to my death, and my Agent at any time during my Agent's service as Agent may also <br />revoke any such appointment theretofore made by my Agent, provided, however, that my Agent <br />may not revoke, modify or supersede any appointment of a successor Agent made by me in this <br />power of attorney. Any appointment made by my Agent shall be made in a written instrument that <br />shall (i) specify the event or events on which such substitution shall become effective, (ii) be <br />signed by my Agent, (iii) be delivered to my substitute Agent, and (iv) be attached to this <br />instrument. <br />(15) Counterpart Originals. If this instrument has been executed in multiple counterpart <br />originals, each such counterpart original shall have equal force and effect. <br />(16) Photocopies. My Agent is authorized to make photocopies of this instrument as <br />frequently and in such quantity as my Agent shall deem appropriate. Each photocopy shall have <br />the same force and effect as any original. <br />Durable Power of Attorney for Janice S. Nikodym Page 12 <br />