EFTA01359535

to be voted on at any election for directors, shall be no less than 20 days next preceding such election of directors; the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the resolution of the Directors relating thereto is adopted. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided for herein, such determination shall apply to any adjournment thereof, unless the Directors fix a new record date for the adjourned meeting. ARTICLE VI - DIVIDENDS Subject to applicable law, dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine. ARTICLE VII - FISCAL YEAR The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law. ARTICLE VIII - CORPORATE SEAL Section 1 -- Seal: The corporate seal shall be in such form as shall be approved from time to time by the Board of Directors. The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof. Section 2 -- Affixing Seal: Whenever the Corporation is required to place its corporate seal to a document, it shall be sufficient to meet the requirements of any law, nue or regulation relating to a corporate seal to impress, affix, draw or reproduce a facsimile thereof adjacent to the signature of the authorized officer. ARTICLE IX - AMENDMENTS Section 1 -- By Shareholders: All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made, by the affirmative vote of shareholders holding of record in the aggregate at least a majority of the outstanding shares entitled to vote in the election of directors at any annual or special meeting of shareholders, provided that the notice or waiver or notice of such meeting shall have summarized or set forth in full therein the proposed amendment. -11- CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0047619 CONFIDENTIAL SDNY GM_00193803 EFTA01359535