EFTA01359532

Section 4 -- Vacancies: A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any other cause, may at any time be filled for the unexpired portion of the term by a majority vote of the Board of Directors. Section 5 -- Duties of Officers: Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices, as well as such power and duties as may be set forth in these Bylaws, or may from time to time be specifically conferred or imposed by the Board of Directors. (a) The President shall be the chief executive officer of the Corporation. (b) The Vice-President, if any, shall perform the duties as required by the President or the Board of Directors. During any absence or incapacity of the President, the Vice-President, if any, shall be the acting chief executive officer of the Corporation, assuming the duties of the President, if any, until his resumption of same or until otherwise directed by the Board of Directors. (c) The Treasurer shall have the custody of all books of account and the funds and securities of the Corporation. He shall disburse the funds of the Corporation in payment of just demands against the proper vouchers for such disbursements. He shall render an annual report to the Board of Directors for the benefit of shareholders concerning the finances of the Corporation. He shall perform such other duties as are incidental to his office and such as are required of him by the President or the Board of Directors. He shall hold office at the pleasure of the Board. (d) The Secretary shall have custody of the seal of the Corporation; shall conduct such correspondence on behalf of the Corporation as shall be required of him by the President; and discharge such additional duties from time to time as may be required of him by the President or the Board of Directors. He shall issue all notices required for the holding of meetings of the Board of Directors and of shareholders; shall keep minutes of all meetings of shareholders; shall perfonn such additional duties as are incidental to his office; and shall hold office at the pleasure of the Board. (e) The Assistant Secretaries and the Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or Treasurer, respectively, or by the President or the Board of Directors. Section 6 -- Sureties and Bonds: In case the Board of Directors shall so require, any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties, as the Board —8- CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0047616 SDNY_GM 00193800 EFTA01359532