EFTA01359531

Section 13 -- Committees: The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they may deem desirable, each consisting of two (2) or more members, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board. ARTICLE IV - OFFICERS Section 1 -- Number, Qualification, Elections and Term of Office: (a) The officers of the Corporation shall consist of a President, Secretary, and Treasurer, and such other officers, including a Chairman of the Board of Directors, and one or more Vice- Presidents, Assistant Treasurers or Assistant Secretaries as the Board of Directors may from time to time deem advisable. The President of the Corporation shall, and any other officer may, be a Director of the Corporation. Any two offices (but not more than two) other than the offices of Chairman of the Board or President and Secretary or Assistant Secretary may be held by the same person. (b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders. The salaries of all officers shall be fixed by the Board of Directors. (c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified, or until his prior death, resignation or removal. Section 2 -- Resignation: Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effect. Section 3 -- Removal: Any officer may be removed, either with or without cause, and a successor elected by a majority vote of the Board of Directors at any time. - 7 - CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0047615 CONFIDENTIAL SDNY_GM_00193799 EFTA01359531