Common use of Directors Clause in Contracts

Directors. Section 1. The number and classification of the Board of Directors shall be as set forth in the Charter of the Bank. Section 2. No person who has attained the age of seventy-two (72) years shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971. Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed and conducted by the Board of Directors. Section 5. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors or the President. Section 6. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors or by the President, and shall be called upon the written request of a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or division of the Company as it may deem advisable.

Directors. Section 1. The number and classification of the Board of Directors shall be as set forth in the Charter of the Bank. Section 2. No person who has attained the age of seventy-two (72) years shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971. Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed and conducted by the Board of Directors. Section 5. The Regular meetings of the Board of Directors shall meet be held on the third Thursday of each month at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its membersCompany, or at such other place and time as may be designated by the call Board of Directors, the Chairman of the Board of Directors Board, or the President. Section 6. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors or by the President, and shall be called upon the written request of a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or division of the Company as it may deem advisable.

Directors. Section 1. The authorized number of directors that shall constitute the Board of Directors shall be fixed from time to time by or pursuant to a resolution passed by a majority of the Board within the parameters set by the Charter of the Bank. No more than two directors may also be employees of the Company or any affiliate thereof. Section 2. Except as provided in these Bylaws or as otherwise required by law, there shall be no qualifications for election or service as directors of the Company. In addition to any other provisions of these Bylaws, to be qualified for nomination for Election or appointment to the Board of Directors each person must have not attained the age of sixty-nine years at the time of such election or appointment, provided however, the Nominating and classification Corporate Governance Committee may waive such qualification as to a particular candidate otherwise qualified to serve as a director upon a good faith determination by such committee that such a waiver is in the best interests of the Company and its stockholders. The Chairman of the Board of Directors shall not be qualified to continue to serve as set forth a director upon the termination of his or her services in the Charter of the Bank. Section 2. No person who has attained the age of seventy-two (72) years shall be nominated that office for election to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971reason. Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed and conducted by the Board of Directors. Section 5. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors or the President. Section 6. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors or by the President, and shall be called upon the written request of a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or division divisions of the Company as it may deem advisable.

Directors. Section 1. The number and classification of the Board of Directors shall be as set forth in the Charter of the Bank. No more than two Directors may also be employees of the Company or any affiliate thereof. Section 2. No person who has attained the age of seventy-two (72) years shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971. The Chairman of the Board of Directors shall not be qualified to continue to serve as a Director upon the termination for any reason of his or her services in that office. Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed and conducted by the Board of Directors. Section 5. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors or the President. Section 6. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors or by the President, and shall be called upon the written request of a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or division divisions of the Company as it may deem advisable.

Directors. Section 1. The number and classification of the Board of Directors shall be as set forth in the Charter of the Bank. Section 2. No person who has attained the age of seventy-two (72) years shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971. Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed and conducted by the Board of Directors. Section 5. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors or the President. Section 6. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors or by the President, and shall be called upon the written request of a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or division divisions of the Company as it may deem advisable.

Directors. Section 1. The authorized number of directors that shall constitute the Board of Directors shall be fixed from time to time by or pursuant to a resolution passed by a majority of the Board within the parameters set by the Charter of the Bank. No more than two directors may also be employees of the Company or any affiliate thereof. Section 2. Except as provided in these Bylaws or as otherwise required by law, there shall be no qualifications for election or service as directors of the Company. In addition to any other provisions of these Bylaws, to be qualified for nomination for Election or appointment to the Board of Directors each person must have not attained the age of sixty-nine years at the time of such election or appointment, provided however, the Nominating and classification Corporate Governance Committee may waive such qualification as to a particular candidate otherwise qualified to serve as a director upon a good faith determination by such committee that such a waiver is in the best interests of the Company and its stockholders. The Chairman of the Board of Directors shall not be qualified to continue to serve as set forth a director upon the termination of his or her services in the Charter of the Bank. Section 2that office for any reason. No person who has attained the age of seventy-two (72) years shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971.18 Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed and conducted by the Board of Directors. Section 5. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors or the President. Section 6. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors or by the President, and shall be called upon the written request of a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or division divisions of the Company as it may deem advisable.. 19 ARTICLE III

Directors. Section 1. The number and classification of the Board of Directors shall be as set forth in the Charter of the Bank. Section 2. No person who has attained the age of seventy-two (72) years shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971. Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed and conducted by the Board of Directors. Section 5. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors or the President. Section 6. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors or by the President, and shall be called upon the written request of a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or division of the Company as it may deem advisable.

Directors. Section 1SECTION 5.1. The number business and classification affairs of the Board of Directors shall be as set forth in the Charter of the Bank. Section 2. No person who has attained the age of seventy-two (72) years shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971. Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company Corporation shall be managed and conducted by or under the Board of Directors. Section 5. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors or the President. Section 6. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors or by the President, and shall be called upon the written request of a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting direction of the Board of Directors, and consisting of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before one nor more than twelve members with the exact number of directors to be determined from time to time exclusively by resolution adopted by the Board of holding such meetingDirectors. The directors, other than those who may be elected by the holders of any class or series of Preferred Stock as set forth in this Certificate of Incorporation, shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. At each annual meeting of stockholders, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term. Section 9SECTION 5.2. In If the event number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the annual meeting for the year in which his term expires and until his successor shall be elected and shall qualify for office, subject, however, to prior death, resignation, removalretirement, inability to act, disqualification or disqualification of any director, removal from office. Any vacancy on the Board of Directors, although however resulting, may be filled only by an affirmative vote of the majority of the directors then in office, even if less than a quorum, shall have or by an affirmative vote of the right sole remaining director. Any director elected to elect the successor who fill a vacancy shall hold office for a term that shall coincide with the remainder of the full term of the class of directors in to which the vacancy occurred, and until such director's successor director shall have been duly elected and qualifiedelected. Section 10SECTION 5.3. The Board Notwithstanding any of Directors at its first meeting after its election the foregoing provisions, whenever the holders of any one or more classes or series of Preferred Stock issued by the stockholders Corporation shall appoint have the right, voting separately by class or series, to elect directors at an Executive Committeeannual or special meeting of stockholders, a Trust Committeethe election, an Audit Committee term of office, filling of vacancies and a Compensation Committeeother features of such directorships shall be governed by the terms of this Certificate of Incorporation, and shall elect from its own members a Chairman of or the resolution or resolutions adopted by the Board of Directors pursuant to Section 4.2 of this Certificate of Incorporation applicable thereto, and a President who may such directors so elected shall not be the same person. The Board of Directors shall also elect at divided into classes pursuant to this Article V unless expressly provided by such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directorsterms. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or division of the Company as it may deem advisable.

Directors. Section 1. The number and classification of directors which shall constitute the whole board shall be fixed from time to time by the board of directors, but in no event shall be less than two nor more than five. The directors shall be elected at the annual meeting of the Board stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his or her successor is elected and qualified. Directors shall need not be as set forth in the Charter of the Bankstockholders. Section 2. No person who has attained Vacancies and newly created directorships resulting from any increase in the age authorized number of seventy-two (72) years shall directors may be nominated for election to the Board of Directors filled by a majority of the Companydirectors then in office, providedthough less than a quorum, howeveror by a sole remaining director, that this limitation and the directors so chosen shall not apply to any person who was serving as director of hold office until the Company on September 16next annual election and until their successors are duly elected and shall qualify, 1971unless sooner displaced. Section 3. The class business of Directors so elected the corporation shall hold office for three years be managed by or until their successors under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are elected and qualifiednot by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. Section 4. The affairs and business board of directors of the Company shall be managed corporation may hold meetings, both regular and conducted by special, either within or without the Board State of DirectorsDelaware. Section 5. The Board first meeting of Directors each newly elected board of directors shall meet be held at such time and place as shall be fixed by the vote of the stockholders at the principal office annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the Company failure of the stockholders to fix the time or elsewhere place of such first meeting of the newly elected board of directors, or in its discretion the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such times to time and place as shall be determined by specified in a majority of its members, or at the call of the Chairman of the Board of Directors or the President. Section 6. Special notice given as hereinafter provided for special meetings of the Board board of Directors may be called at any time by the Chairman of the Board of Directors directors, or by the President, and as shall be called upon the specified in a written request of a majority waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. A Special meetings of the board may be called by the president on 24 hours’ notice to each director, either personally or by mail or by facsimile communication; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board, a majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the Board board of Directors. Section 8. Written directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meetingpresent. Section 9. In Unless otherwise restricted by the event certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the death, resignation, removal, inability to act, board of directors or disqualification of any directorcommittee thereof may be taken without a meeting, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder if all members of the full term board or committee, as the case may be, consent thereto in writing or electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the class of directors board or committee. Such filing shall be in which paper form if the vacancy occurred, minutes are maintained in paper form and until such director's successor shall have been duly elected and qualifiedbe in electronic form if the minutes are maintained in electronic form. Section 10. The Board of Directors at its first meeting after its election Unless otherwise restricted by the stockholders shall appoint an Executive Committeecertificate of incorporation, members of the board of directors, or any committee designated by the board of directors, may participate in a Trust Committeemeeting of the board of directors, an Audit Committee and a Compensation Committeeor any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall elect from its own members a Chairman of constitute presence in person at the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directorsmeeting. Section 11. The Board board of Directors directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any time removemeeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not the member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation except as otherwise restricted by statute, and may authorize the seal of the corporation to be affixed to all papers which may require it. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. Section 13. Unless otherwise provided in the certificate of incorporation, the bylaws or the resolution of the board of directors designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee. Section 14. Any director or the entire board of directors may be removed, with or without cause, any member by the holders of any Committee appointed a majority of shares entitled to vote at an election of directors except as otherwise provided by it or any associate director or officer elected by it and may appoint or elect his successorstatute. Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or division of the Company as it may deem advisable.

Directors. Section 1SECTION 2.1. The number and classification A meeting of the Board of Directors shall be as set forth in held following the Charter annual meeting of the Bank. Section 2. No person who has attained stockholders at the age place of seventy-two (72) years such annual meeting and as soon as practicable thereafter, and no notice thereof shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971. Section 3necessary. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed and conducted by the Board of Directors. Section 5. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman Regular meetings of the Board of Directors or shall be held on such days and at such hours as shall from time to time be fixed by standing resolution of the President. Section 6Board of Directors, and the meeting following the annual meeting of the stockholders shall constitute a regular meeting. In the event that the day fixed for any regular meeting of the Board of Directors shall fall on a legal holiday, then such regular meeting shall be held at the same hour upon such day as the Board of Directors may previously designate by resolution, and if no such day be designated, then said meeting shall be held on the next succeeding day that is not a holiday. Notice need not be given of regular meetings of the Board of Directors held at times fixed by resolution of the Board. Special meetings of the Board of Directors may shall be called at any time by the Secretary when requested by directors representing a majority of the Board of Directors, or by the Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, or the President. Notice of the time and place of each meeting (other than regular meetings) and each special meeting of the Board of Directors or any committee thereof shall be sent to each Director or member of such committee, as the case may be, by the PresidentSecretary, by facsimile transmission or by electronic mail (if previously requested by such Director, in accordance with the instructions provided by such Director), with a copy delivered by mail or by recognized courier service, at least five days prior to the date fixed for such meeting unless such notice requirement is waived by a majority of the Board of Directors or such committee, including, in each case, a majority of the Class B Directors, in which case such notice shall be sent by facsimile transmission or by electronic mail (if previously requested by such Director, in accordance with the instructions provided by such Director) or telephonically at least twenty-four hours prior to the date and time fixed for such meeting. Each meeting of the Board of Directors shall be held at the principal office of the Corporation unless the Board of Directors, by standing resolution or otherwise, shall designate some other place where such meeting shall be held. Notice of any meeting need not be given to any director who shall attend such meeting in person (except when the director attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened), or who shall waive notice thereof, before or after such meeting, in writing or by electronic transmission. SECTION 2.2. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors except as may otherwise be provided by the DGCL or the Certificate of Incorporation. SECTION 2.3. If at any meeting for the election of directors, the Corporation has outstanding more than one class of stock, and one or more such classes or series thereof are entitled to vote separately as a class, and there shall be a quorum of only one such class or series of stock, that class or series of stock shall be entitled to elect its quota of directors notwithstanding the absence of a quorum of the other class or series of stock. (a) The Board of Directors shall designate an Executive Committee, which shall include such number of Class B Directors as is required by Article SEVENTH of the Certificate of Incorporation. Regular meetings of the Executive Committee shall be held at such times and on such notice and at such places as it may from time to time determine. The Executive Committee shall act, advise with and aid the officers of the Corporation in all matters concerning its interest and the management of its business, and shall generally perform such duties and exercise such powers as may from time to time be called upon delegated to it by the written request Board of Directors, and shall have authority to exercise all the powers of the Board of Directors, so far as may be permitted by law, in the management of the business and the affairs of the Corporation whenever the Board of Directors is not in session or whenever a quorum of the Board of Directors fails to attend any regular or special meeting of such Board. The committee shall have power to authorize the seal of the Corporation to be affixed to all papers which are required by the DGCL to have the seal affixed thereto. The fact that the Executive Committee has acted shall be conclusive evidence that the Board of Directors was not in session at such time or that a quorum of the Board of Directors had failed to attend the regular or special meeting thereof. (b) Prior to the occurrence of a Termination Event, the Board of Directors shall maintain a committee of the Board of Directors comprised solely of all of the Designated Independent Directors (as defined in the Certificate of Incorporation) and which shall be authorized to exercise the authority otherwise solely vested in the Designated Independent Directors pursuant to paragraph A(3)(a)(ii) of Article SEVENTH of the Certificate of Incorporation and the Stockholders Agreement. (c) The Board of Directors may designate one or more additional committees, each committee to consist of one or more of the directors of the Corporation. Each committee shall also include such number of Class B Directors as is required by Article SEVENTH of the Certificate of Incorporation. (d) Unless otherwise provided in Article SEVENTH of the Certificate of Incorporation, all decisions of such committees shall require the affirmative vote of a majority of the directorsdirectors on such committee. Subject to Article SEVENTH of the Certificate of Incorporation, the Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Subject to Article SEVENTH of the Certificate of Incorporation, in the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors and subject to the provisions of the DGCL, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Each such committee shall keep minutes and make such reports as the Board of Directors may from time to time request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these By-laws for the Board of Directors. Section 7. A majority (e) Members of a committee of the directors elected and qualified Board of Directors shall be necessary entitled to constitute a quorum receive such compensation for service thereon as may be determined by the Board of Directors and for the transaction payment or reimbursement of business any or all expenses incurred by them in connection with such service. SECTION 2.5. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director Directors or of any special committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or a copy of the electronic transmission are filed with the minutes of proceedings of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10SECTION 2.6. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a President who may be the same person. The Board of Directors meeting pursuant to this subsection shall also elect constitute presence in person at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisablemeeting. SECTION 2.7. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board establish policies for the compensation of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it directors and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such for the reimbursement of the departments or division expenses of directors, in each case, in connection with services provided by directors to the Company as it may deem advisableCorporation.

Directors. Section 1The business and affairs of the Corporation shall be managed under the direction of its Board of Directors. Effective as of the Effective Time (as defined in the Agreement and Plan of Merger, dated as of November 14, 2013, by and between United Financial Bancorp, Inc. and Rockville Financial, Inc., as the same may be amended from time to time), the authorized number of Directors shall be as stated in the Corporation’s Bylaws. The Directors of the Corporation shall be divided into three (3) classes, namely, Class I, Class II and Class III, as nearly equal in number and classification as possible. Each member of the Board of Directors in Class I shall be as set forth in hold office until the Charter annual meeting of the Bank. Section 2. No person who has attained the age Corporation in 2014, each member of seventy-two (72) years shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation Class II shall not apply to any person who was serving as director of the Company on September 16, 1971. Section 3. The class of Directors so elected hold shall hold office for three years or until the annual meeting of the Corporation in 2015 and each member of the Board of Directors in Class III shall hold office until the annual meeting of the Corporation in 2016. At each annual meeting, the successors, if any, to the class of directors whose terms expire at that meeting shall be elected to serve three-year terms and until their successors are elected and qualified. Section 4. The affairs and business personal liability of any Director to the Corporation or its shareholders for monetary damages for breach of duty as a Director is hereby limited to the amount of the Company shall be managed and conducted compensation received by the Board of Directors. Section 5. The Board of Directors shall meet at Director for serving the principal office Corporation during the year of the Company violation if such breach did not (i) involve a knowing and culpable violation of law by the Director, (ii) enable the Director or elsewhere an associate, as defined in its discretion at such times subdivision (3) of Section 33-843 of the Connecticut General Statutes, to be determined by receive an improper personal economic gain, (iii) show a majority lack of its membersgood faith and a conscious disregard for the duty of the Director to the Corporation under circumstances in which the Director was aware that his or her conduct or omission created an unjustifiable risk of serious injury to the Corporation, (iv) constitute a sustained and unexcused pattern of inattention that amounted to an abdication of the Director’s duty to the Corporation, or at the call (v) create liability under Section 36a-58 of the Chairman Connecticut General Statutes. Any lawful repeal or modification of this provision by the shareholders and the Board of Directors or the President. Section 6. Special meetings of the Board of Directors may be called at Corporation shall not adversely affect any time by the Chairman of the Board of Directors right or by the President, and shall be called upon the written request protection of a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary Director existing at or prior to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meetingrepeal or modification. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or division of the Company as it may deem advisable.

Directors. Section 1. The number and classification (a) There shall be a Board of Directors the members of which shall be any persons elected by the Members in accordance with Article 13.1 or appointed by the Board of Directors in accordance with this Article XVIII consisting of not less than two, plus that number of Directors as any one or more class or series of shares (other than Ordinary Shares) may be entitled to elect, voting separately by class or series. The Board of Directors shall be have the exclusive power and right to set the exact number of Directors, subject to such minimum number of directors as set forth in herein, from time to time by resolution adopted by the Charter vote of a majority of the Bankwhole Board of Directors. Section 2. No person who has attained the age of seventy-two (72b) years Directors shall be nominated elected at each annual general meeting of the Company for a term expiring at the next annual general meeting of the Company following their election to the Board of Directors and until the election of their respective successors in office or their earlier death, resignation or removal. (c) If the number of Directors is decreased by resolution of the CompanyBoard of Directors pursuant to this Article 18.1, providedin no case shall that decrease or shorten the term of any incumbent Director. (d) Any newly created directorship resulting from an increase in the number of Directors and any other vacancy on the Board of Directors, howeverhowever caused, that this limitation shall not apply to any person who was serving as director may only be filled by a majority of the Company on September 16Directors then in office, 1971. Section 3although less than a quorum, or by a sole remaining Director. The class of Directors so Any Director elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed and conducted by the Board of DirectorsDirectors to fill a vacancy shall hold office until the next annual general meeting of the Company following his election to the Board of Directors and until his successor shall have been elected or until his earlier death, resignation or removal. Section 5(e) One or more or all of the Directors may be removed only for "cause" by the affirmative vote of the holders of at least a majority of the issued shares generally entitled to vote, voting together as a single class, at a general meeting of the Company for which proper notice of the proposed removal has been given. As used in the preceding sentence, "cause" shall be limited to (i) action by the Director involving willful malfeasance, which conduct has a material adverse effect on the Company, or (ii) conviction of the Director of a felony. The Board of Directors shall meet not have any power to remove any Director. (f) Notwithstanding the foregoing, whenever the holders of any one or more classes or series of shares in issue has the right, voting separately by class or series, to elect Directors at the principal office an annual general meeting or extraordinary general meeting of the Company Company, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the provisions of these Articles. The aforesaid Directors and the Directors otherwise appointed under this Article 18.1 shall together constitute the Board of Directors from time to time. 18.2 Each Director shall be entitled to receive as compensation for such Director's services as a Director or elsewhere in its discretion committee member or for attendance at such times to be determined by a majority of its members, or at the call of the Chairman meetings of the Board of Directors or committees, or both, such amounts (if any) as shall be fixed from time to time by the PresidentBoard of Directors. Each Director shall be entitled to reimbursement for reasonable traveling expenses incurred by such Director in attending any such meeting. Section 6. Special meetings 18.3 A Director may hold any other office (other than as an outside auditor of the Company) or place of profit under the Company in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Board of Directors may determine. 18.4 A Director may act by himself or for his firm in a professional capacity for the Company (other than as an outside auditor of the Company), and he or his firm shall be called entitled to remuneration for professional services as if he were not a Director; provided, however, that he has disclosed his interest in the transaction. 18.5 No membership qualifications for Directors shall be required. 18.6 A Director may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as shareholder, member or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company. 18.7 No person shall be disqualified from the office of Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director shall be in any way interested or be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realized by any such contract or transaction by reason of such Director holding office or of the fiduciary relation thereby established; provided, however, that he has disclosed his interest in the transaction. A Director shall be at liberty to vote in respect of any contract or transaction in which he is so interested as aforesaid; provided, however,that the nature of the interest of any Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon. 18.8 A general notice that a Director is a member of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure under Article 18.7 and after such general notice it shall not be necessary to give special notice relating to any particular transaction. 18.9 The Directors may exercise all the powers of the Company to provide pensions or other retirement or superannuation benefits and to provide death or disability benefits or other allowances or gratuities (by insurance or otherwise) for a person who is or has at any time been a Director of (a) the 13 Company, (b) a company which is or was an affiliate of the Company, or (c) a predecessor in business of the Company or of an affiliate of the Company (or, in each case, for any member of his family, including a spouse or former spouse, or a person who is or was dependent on him). For this purpose, the Directors may establish, maintain, subscribe and contribute to any scheme, plan, trust or fund and pay premiums thereon. The Directors may arrange for this to be done by the Chairman of the Board of Directors Company alone or by the President, and shall be called upon the written request of a majority of the directorsin conjunction with another person. Section 7. 18.10 A majority of Director or former Director is entitled to receive and retain for his own benefit a pension or other benefit provided under Article 18.9 and is not obliged to account for it to the directors elected and qualified shall be necessary Company. 18.11 A Director may appoint any person to constitute a quorum for the transaction of business act as his proxy at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director Any proxy appointed for the purposes of any special such meeting will have the full authority to vote as provided in such proxy. Such appointment must be made in writing under the hand of the Board of Directors, appointor and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time removebe revoked in like manner, with and notice of every such appointment or without causerevocation in like manner, any member of any Committee appointed by it and the appointee need not be a Director or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or division of Member, but must furnish the Company as it may deem advisablewith such appointee's address.

Directors. Section 1. 9.1 The number of the directors at the date these articles come into effect shall be fixed at nine (9) who shall be appointed in accordance with Regulation 9.2. 9.2 For so long as they are Shareholders in the Company: (a) Matrix shall be entitled to nominate and classification elect two (2) directors of the Board of Directors the Company (the “Matrix Directors”), initially to be Xxxxx Xxxx Xxxxx and Xxxxx Man. (b) AIL shall be as set forth in the Charter of the Bank. Section 2. No person who has attained the age of seventy-entitled to nominate and elect two (722) years shall be nominated for election to directors of the Board of Directors the Company (the “AIL Directors”), initially to be Xxxxxxxx Xxxxx and Xxxxxxxx Xx. (c) Sequoia shall be entitled to nominate and elect one (1) directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director Board of the Company on September 16(the “Sequoia Director”), 1971initially to be Xxxxxxx Xxxx. Section 3. The class (d) Yunfeng shall be entitled to nominate and elect one (1) directors of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business the Board of the Company (the “Yunfeng Director”), initially to be Xxxx Xx. (e) Xxxx Xxx, one of the holders of Ordinary Shares, voting separately, shall be managed entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share Directors”) , initially to be Xxxx Xxx, Xxxx Xx and conducted by Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each of the matters submitted to the Board of Directors. Section 5. The (f) Tiger shall be entitled to appoint one (1) observer (the “Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman Observer”) of the Board of Directors or the President. Section 6Company. Special meetings of the The Board of Directors may be called at any time by the Chairman of the Board of Directors or by the President, and shall be called upon the written request of a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, Observer shall have the right to elect (i) receive any notices, documents and information that the successor who shall hold office for Company delivers to the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board and (ii) attend and speak at meetings of Directors and a President who the Board. 9.3 Each director holds office until his successor takes office or until his earlier death resignation or removal. 9.4 A director may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time removeremoved from office, with or without cause, by the Shareholders who elected such director and such Shareholder may also replace any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successorso removed. Section 12. 9.5 The Board office of Directors may designate an officer director shall be vacated if the director: (a) is removed from office by a resolution of Shareholders who appointed the such director; or (b) becomes bankrupt or makes any arrangement or composition with his creditors generally; or (c) becomes of unsound mind, or of such infirm health as to be incapable of managing his affairs; or (d) resigns his office by a notice in charge writing to the Company. 9.6 A director may resign his office by giving written notice of his resignation to the Company and the resignation has effect from the date the notice is received by the Company or from such later date as may be specified in the notice. A director shall resign forthwith as a director if he is, or becomes, disqualified from acting as a director under the Act. 9.7 Subject to Regulation 9.2, the directors may at any time appoint any person to be a director either to fill a vacancy or as an addition to the existing directors. Where the directors appoint a person as director to fill a vacancy, the term shall not exceed the term that remained when the person who has ceased to be a director ceased to hold office. 9.8 A vacancy in relation to directors occurs if a director dies or otherwise ceases to hold office prior to the expiration of his term of office. 9.9 Where the Company only has one Shareholder who is an individual and that Shareholder is also the sole director of the departments or division Company, the sole Shareholder/director may, by instrument in writing, nominate a person who is not disqualified from being a director of the Company as a reserve director of the Company to act in the place of the sole director in the event of his death. 9.10 The nomination of a person as a reserve director of the Company ceases to have effect if: (a) before the death of the sole Shareholder/director who nominated him, (i) he resigns as reserve director, or (ii) the sole Shareholder/director revokes the nomination in writing; or (b) the sole Shareholder/director who nominated him ceases to be the sole Shareholder/director of the Company for any reason other than his death. 9.11 The Company shall keep a register of directors containing: (a) the names and addresses of the persons who are directors of the Company, or who have been nominated as reserve directors of the Company; (b) the date on which each person whose name is entered in the register was appointed as a director of the Company, or nominated as a reserve director of the Company; (c) the date on which each person named as a director ceased to be a director of the Company; (d) the date on which the nomination of any person nominated as a reserve director ceased to have effect; and (e) such other information as may be prescribed by the Act. 9.12 The register of directors may be kept in any such form as the directors may approve, but if it may deem advisableis in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until a Resolution of Directors determining otherwise is passed, the magnetic, electronic or other data storage shall be the original register of directors. 9.13 Subject to Clause 9(f) of the Memorandum, the directors may, by Resolution of Directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company. 9.14 A director is not required to hold a Share as a qualification to office.

Directors. Section 1. The number and classification of directors that constitutes the Board of Directors shall be as set forth in the Charter of the Bank. Section 2. No person who has attained the age of seventy-two at least three (723) years shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation shall and not apply to any person who was serving as director of the Company on September 16, 1971. Section 3more than eleven (11). The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed and conducted by the Board of Directors. Section 5. The first Board of Directors shall meet initially consist of the number of directors as shall be specified at the principal office organizational meeting of the Company or elsewhere in its discretion at such times to corporation. Thereafter, within the limits above specified, the number of directors shall be determined by a majority of its members, or at the call of the Chairman of the Board of Directors or the President. Section 6. Special meetings of the Board of Directors may be called at any time by the Chairman resolution of the Board of Directors or by the President, and stockholders at the annual meeting. The directors shall be called upon elected at the written request annual meeting of the stockholders, except as provided in Section 2 of this Article. Each director shall hold office until his or her successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directorsthen in office, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although though less than a quorum, shall have the right to elect the successor who or by a sole remaining director. The directors so chosen shall hold office for until the remainder of the full term of the class of directors in which the vacancy occurred, next annual election and until such director's successor shall have been their successors are duly elected and qualified, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If at any time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board of Directors (as constituted immediately prior to any such increase), the Court of Chancery of the State of Delaware, upon application of any stockholder or stockholders holding at least ten percent of the total number of shares at the time outstanding having the right to vote for such directors, may summarily order an election to be held to fill any such vacancies or newly created directorships or to replace the directors chosen by the directors then in office. Section 103. The business of the corporation shall be managed by its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute, the Certificate of Incorporation or these Bylaws directed or required to be exercised or done by the stockholders. Section 4. The Chairman of the Board and Vice Chairman of the Board, if any, shall be elected by the Board of Directors at its the Board's first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a each annual meeting of stockholders. The Chairman of the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such Vice Chairman of the departments or division Board, if any, shall continue to serve as the Chairman of the Company as it may deem advisable.Board or the Vice Chairman of the Board, until his successor has been chosen and qualified

Directors. Section 1. The number and classification of the Board of Directors shall be as set forth in the Charter of the Bank. Section 2. No person who has attained the age of seventy-seventy- two (72) years shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971. Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed and conducted by the Board of Directors. Section 5. The Regular meetings of the Board of Directors shall meet be held on the third Thursday of each month at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its membersCompany, or at such other place and time as may be designated by the call Board of Directors, the Chairman of the Board of Directors Board, or the President. Section 6. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors or by the President, and shall be called upon the written request of a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or division of the Company as it may deem advisable.

Directors. Section 1SECTION 2.1. The number and classification A meeting of the Board of Directors shall be as set forth in held following the Charter annual meeting of the Bank. Section 2. No person who has attained stockholders at the age place of seventy-two (72) years such annual meeting and as soon as practicable thereafter, and no notice thereof shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971. Section 3necessary. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed and conducted by the Board of Directors. Section 5. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman Regular meetings of the Board of Directors or shall be held on such days and at such hours as shall from time to time be fixed by standing resolution of the President. Section 6Board of Directors, and the meeting following the annual meeting of the stockholders shall constitute a regular meeting. In the event that the day fixed for any regular meeting of the Board of Directors shall fall on a legal holiday, then such regular meeting shall be held at the same hour upon such day as the Board of Directors may previously designate by resolution, and if no such day be designated, then said meeting shall be held on the next succeeding day that is not a holiday. Notice need not be given of regular meetings of the Board of Directors held at times fixed by resolution of the Board. Special meetings of the Board of Directors may shall be called at any time by the Secretary when requested by act of the Board of Directors, or by the Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, or the President. Notice of the time and place of each meeting (other than regular meetings) and each special meeting of the Board of Directors or any committee thereof shall be sent to each Director or member of such committee, as the case may be, by the PresidentSecretary, by facsimile transmission or by electronic mail (if previously requested by such Director, in accordance with the instructions provided by such Director), with a copy delivered by mail or by recognized courier service, at least five days prior to the date fixed for such meeting unless such notice requirement is waived by a majority of the Board of Directors or such committee, including, in each case, a majority of the Class B Directors, in which case such notice shall be sent by facsimile transmission or by electronic mail (if previously requested by such Director, in accordance with the instructions provided by such Director) or telephonically at least twenty-four hours prior to the date and time fixed for such meeting. Each meeting of the Board of Directors shall be held at the principal office of the Corporation unless the Board of Directors, by standing resolution or otherwise, shall designate some other place where such meeting shall be held. Notice of any meeting need not be given to any director who shall attend such meeting in person (except when the director attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened), or who shall waive notice thereof, before or after such meeting, in writing or by electronic transmission. SECTION 2.2. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors except as may otherwise be provided by the DGCL or the Certificate of Incorporation. SECTION 2.3. If at any meeting for the election of directors, the Corporation has outstanding more than one class of stock, and one or more such classes or series thereof are entitled to vote separately as a class, and there shall be called upon a quorum of only one such class or series of stock, that class or series of stock shall be entitled to elect its quota of directors notwithstanding absence of a quorum of the written request other class or series of stock. (a) The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. (b) All decisions of such committees shall require the affirmative vote of a majority of the directorsdirectors on such committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors and subject to the provisions of the DGCL, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Each such committee shall keep minutes and make such reports as the Board of Directors may from time to time request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these By-laws for the Board of Directors. Section 7. A majority (c) Members of a committee of the directors elected and qualified Board of Directors shall be necessary entitled to constitute a quorum receive such compensation for service thereon as may be determined by the Board of Directors and for the transaction payment or reimbursement of business any or all expenses incurred by them in connection with such service. SECTION 2.5. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director Directors or of any special committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission are filed with the minutes of proceedings of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10SECTION 2.6. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a President who may be the same person. The Board of Directors meeting pursuant to this subsection shall also elect constitute presence in person at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisablemeeting. SECTION 2.7. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board establish policies for the compensation of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it directors and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such for the reimbursement of the departments or division expenses of directors, in each case, in connection with services provided by directors to the Company as it may deem advisableCorporation.

Directors. (a) The Board of Directors shall consist of not less than six nor more than fifteen persons. Subject to Section 117.1(c), the Board of Directors shall have the exclusive power and right to set the exact number of Directors within that range from time to time by resolution adopted by the vote of a majority of the whole Board of Directors. The Until the Board of Directors adopts such a resolution, the exact number and classification of Directors shall be fourteen. (b) Upon the date that these Articles are adopted, the Directors shall by resolution of the Board of Directors shall be divided into three classes of equal size, designated as set forth in the Charter Class I, Class II and Class III, each class to be comprised of the Bank. Section 2. No person who has attained the age of seventy-two (72) years shall be nominated for election to the Board of Directors of the Company, at least three Directors; provided, however, that this limitation shall not apply to any person who was serving as director of if the Company on September 16, 1971. Section 3. The class total number of Directors so elected shall hold office for three years is 10, 11, 13 or until their successors are elected and qualified. Section 4. The affairs and business of 14, one Class may have one fewer or one more Director than the Company shall be managed and conducted by the Board of Directors. Section 5other two Classes. The Board of Directors shall meet make the subsequent appointments of individual Directors to particular Classes. Upon the date that these Articles are adopted, the Directors then appointed to Class I will hold office for a term expiring at the principal 2004 annual general meeting of Shareholders; the Directors then appointed to Class II will hold office for a term expiring at the 2002 annual general meeting of Shareholders; and the Directors then appointed to Class III will hold office for a term expiring at the 2003 annual general meeting of Shareholders. At each annual general meeting of Shareholders, the successors of the Company or elsewhere in its discretion class of Directors whose terms expire at such times to that meeting shall be determined by a majority of its members, or at the call of the Chairman of same class as the Board of Directors or the Presidentthey succeed and shall be elected for three-year terms. Section 6. Special meetings (c) No resolution of the Board of Directors may be called at adopted if its effect would be to remove from office, or shorten the term of, any time by incumbent Director. (d) A Director shall hold office until the Chairman of annual general meeting for the Board year in which his term expires and until his successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement or removal from office. Any newly created directorship resulting from an increase in the number of Directors or by the President, and shall be called upon the written request of a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of other vacancy on the Board of Directors, and of any change in the time or place of any regular meetinghowever caused, stating the time and place of such meeting, which shall may be mailed not less than two days before the time of holding such meeting. Section 9. In the event filled by a majority vote of the death, resignation, removal, inability to act, or disqualification of any director, the Board of DirectorsDirectors then in office, although less than a quorum, shall have or by a sole remaining Director. Any Director elected by the right Board of Directors to elect the successor who fill a vacancy shall hold office until the annual general meeting of Shareholders for the remainder of year in which the full term of the class of directors in which the vacancy occurred, Director vacating office expires and until such director's his successor shall have been duly elected and qualified. Any newly created directorship resulting from an increase in the number of Directors may be created in any class of Directors that the Board of Directors may determine, and any Director elected to fill the newly created vacancy shall hold office until the term of office of such class expires. Section 10. (e) One or more or all of the Directors of the Company may be removed only for cause by the affirmative vote of the holders of at least a majority of the outstanding shares generally entitled to vote, voting together as a single class, at a meeting of Shareholders for which proper notice of the proposed removal has been given. (f) If at any time the number of Directors is less than six, the Board of Directors may act to fill any vacancies on the Board of Directors. 17.2 The Board of Directors shall have the authority to fix the compensation of Directors, which may include their expenses, if any, of attendance at its first each meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors or of a committee. 17.3 A Director may hold any other office or place of profit under the Company in conjunction with his office of Director for such period and a President who may be on such terms as to remuneration and otherwise as the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directorsdetermine. Section 11. The Board 17.4 A Director may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director. (a) No share ownership qualification for Directors shall be required. (b) No person shall serve as a Director of Directors the Company who at the time of his or her election has reached his or her 70th birthday. 17.6 A Director of the Company may at be or become a Director or other officer of or otherwise interested in any time remove, with company promoted by the Company or without cause, in which the Company may be interested as shareholder or otherwise and no such Director shall be accountable to the Company for any member of any Committee appointed remuneration or other benefits received by it or any associate him as a director or officer elected by it and may appoint of, or elect from his successorinterest in, such other company. Section 12. The Board 17.7 No person shall be disqualified from the office of Directors may designate an officer to be in charge of Director or prevented by such of office from contracting with the departments Company, either as vendor, purchaser or division otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director shall be in any way interested or be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realized by any such contract or transaction by reason of such Director holding office or of the fiduciary relation thereby established. A Director shall be at liberty to vote in respect of any contract or transaction in which he is so interested as aforesaid; provided, however, that the nature of the interest of any Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon. 17.8 A general notice that a Director is an officer, director or shareholder of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure under Section 17.7 and after such general notice it may deem advisableshall not be necessary to give special notice relating to any particular transaction.

Directors. Section A. The affairs of the Association shall be managed by a board which shall consist of not less than three (3) nor more than five (5) directors. B. Election of directors shall be conducted in the following manner: 1. The number and classification Election of directors shall be held at the annual members meeting. 2. A nominating committee consisting of at least three (3) members shall be appointed by the Board of Directors not less than thirty (30) days prior to the annual meeting; the nominating committee may in fact be the then-sitting Board of Directors. The membership of this nominating committee shall be as set forth in the Charter comprised of the Bankmembers of the Association. The committee shall nominate one person for each director then serving. Other nominations may be made from the floor. Section 23. No person who has attained the age of seventy-two (72) years The election shall be nominated by ballot (unless dispensed with unanimous consent) and by a plurality of the votes cast, each person voting being entitled to cast his votes for election each of as many nominees as there are vacancies to be filled. There shall be no cumulative voting. 4. Except as to vacancies created by removal of directors by members, vacancies in the Board of Directors occurring between annual meetings of members shall be filled by the remaining directors. 5. Any director may be removed by concurrence of fifty-one percent (51%) of the Company, provided, however, that this limitation shall not apply to any membership voting in person who was serving as director or by proxy at a special meeting of the Company on September 16, 1971. Section 3members called for that purpose. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed and conducted by the Board of Directors. Section 5. The Board of Directors shall meet at the principal office of the Company or elsewhere vacancy in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors or so created shall be filled by the President. Section 6. Special meetings members of the Board of Directors may be called Association at any time by the Chairman of the Board of Directors or by the President, and shall be called upon the written request of a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such same meeting. Section 96. In Until one hundred twenty (120) days after the Declarant has closed the last of the Sites to be sold by the Declarant in the Property or until the Declarant elects to terminate its control of the Association, whichever shall first occur, the first directors of the Association shall serve, and in the event of the death, resignation, removal, inability to act, or disqualification of any directorvacancies, the Board of Directorsremaining directors shall fill the vacancies, although less than a quorumand if there are no remaining directors, the vacancies shall have be filled by the Declarant. The right to elect remove or recall a director by membership voting shall be void and not applicable to the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10. The Board of Directors at its first meeting after its election appointed by the stockholders shall appoint an Executive CommitteeDeclarant, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect Declarant or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directorsfirst Board-appointed directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or division of the Company as it may deem advisable.

Directors. Section 1. 9.1 The number of the directors at the date these articles come into effect shall be fixed at seven (7) who shall be appointed in accordance with Clause 9.2. 9.2 For so long as they are Shareholders in the Company: (a) Matrix shall be entitled to nominate and classification elect two (2) directors of the Board of Directors the Company (the “Matrix Directors”), initially to be Xxxxx Xxxx Xxxxx and Xxxxx Man. (b) AIL shall be as set forth in the Charter of the Bank. Section 2. No person who has attained the age of seventy-entitled to nominate and elect two (722) years shall be nominated for election to directors of the Board of Directors the Company (the “AIL Directors”), initially to be Xxxxxxxx Xxxxx and Xxxxxxxx Xx. (c) Xxxx Xxx, one of the Companyholders of Ordinary Shares, providedvoting separately, however, that this limitation shall not apply be entitled to any person who was serving as director elect four (3) directors of the Board of the Company on September 16(the “Ordinary Share Directors”), 1971. Section initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have three (3. The class of Directors so elected shall hold office ) votes for three years or until their successors are elected and qualified. Section 4. The affairs and business each of the Company shall be managed and conducted by matters submitted to the Board of Directors. Section 5. The Board of Directors shall meet at the principal 9.3 Each director holds office of the Company until his successor takes office or elsewhere in its discretion at such times to be determined by a majority of its members, until his earlier death resignation or at the call of the Chairman of the Board of Directors or the Presidentremoval. Section 6. Special meetings of the Board of Directors 9.4 A director may be called at any time by the Chairman of the Board of Directors or by the President, and shall be called upon the written request of a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect removed from its own members a Chairman of the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time removeoffice, with or without cause, by the Shareholders who elected such director and such Shareholder may also replace any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successorso removed. Section 12. 9.5 The Board office of Directors may designate an officer director shall be vacated if the director: (a) is removed from office by a resolution of Shareholders who appointed the such director; or (b) becomes bankrupt or makes any arrangement or composition with his creditors generally; or (c) becomes of unsound mind, or of such infirm health as to be incapable of managing his affairs; or (d) resigns his office by a notice in charge writing to the Company. 9.6 A director may resign his office by giving written notice of his resignation to the Company and the resignation has effect from the date the notice is received by the Company or from such later date as may be specified in the notice. A director shall resign forthwith as a director if he is, or becomes, disqualified from acting as a director under the Act. 9.7 The directors may at any time appoint any person to be a director either to fill a vacancy or as an addition to the existing directors. Where the directors appoint a person as director to fill a vacancy, the term shall not exceed the term that remained when the person who has ceased to be a director ceased to hold office. 9.8 A vacancy in relation to directors occurs if a director dies or otherwise ceases to hold office prior to the expiration of his term of office. 9.9 Where the Company only has one Shareholder who is an individual and that Shareholder is also the sole director of the departments or division Company, the sole Shareholder/director may, by instrument in writing, nominate a person who is not disqualified from being a director of the Company as a reserve director of the Company to act in the place of the sole director in the event of his death. 9.10 The nomination of a person as a reserve director of the Company ceases to have effect if: (a) before the death of the sole Shareholder/director who nominated him, (i) he resigns as reserve director, or (ii) the sole Shareholder/director revokes the nomination in writing; or (b) the sole Shareholder/director who nominated him ceases to be the sole Shareholder/director of the Company for any reason other than his death. 9.11 The Company shall keep a register of directors containing: (a) the names and addresses of the persons who are directors of the Company, or who have been nominated as reserve directors of the Company; (b) the date on which each person whose name is entered in the register was appointed as a director of the Company, or nominated as a reserve director of the Company; (c) the date on which each person named as a director ceased to be a director of the Company; (d) the date on which the nomination of any person nominated as a reserve director ceased to have effect; and (e) such other information as may be prescribed by the Act. 9.12 The register of directors may be kept in any such form as the directors may approve, but if it may deem advisableis in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until a Resolution of Directors determining otherwise is passed, the magnetic, electronic or other data storage shall be the original register of directors. 9.13 The directors may, by Resolution of Directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company. 9.14 A director is not required to hold a Share as a qualification to office.

Directors. Section 1. The number and classification of the Board of Directors shall be as set forth in the Charter of the Bank. No more than two Directors may also be employees of the Company or any affiliate thereof. Section 2. No person who has attained the age of seventy-two (72) years shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971. The Chairman of the Board of Directors shall not be qualified to continue to serve as a Director upon the termination for any reason of his or her service in that office. Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed and conducted by the Board of Directors. Section 5. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors or the President. Section 6. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors or by the President, and shall be called upon the written request of a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or division divisions of the Company as it may deem advisable.

Directors. Section SECTION 1. The affairs of the Company shall be managed and its corporate powers exercised by a Board of Directors consisting of such number of directors, but not less than ten nor more than twenty-five, as may from time to time be fixed by resolution adopted by a majority of the directors then in office, or by the stockholders. In the event of any increase in the number of directors, additional directors may be elected within the limitations so fixed, either by the stockholders or within the limitations imposed by law, by a majority of directors then in office. One-third of the number of directors, as fixed from time to time, shall constitute a quorum. Any one or more members of the Board of Directors or any Committee thereof may participate in a meeting of the Board of Directors or Committee thereof by means of a conference telephone or similar communications equipment which allows all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such a meeting. All directors hereafter elected shall hold office until the next annual meeting of the stockholders and classification until their successors are elected and have qualified. No person who shall have attained age 72 shall be eligible to be elected or re-elected a director. Such director may, however, remain a director of the Company until the next annual meeting of the stockholders of Bankers Trust New York Corporation (the Company's parent) so that such director's retirement will coincide with the retirement date from Bankers Trust New York Corporation. No Officer-Director who shall have attained age 65, or earlier relinquishes his responsibilities and title, shall be eligible to serve as a director. SECTION 2. Vacancies not exceeding one-third of the whole number of the Board of Directors may be filled by the affirmative vote of a majority of the directors then in office, and the directors so elected shall hold office for the balance of the unexpired term. SECTION 3. The Chairman of the Board shall preside at meetings of the Board of Directors. In his absence, the Chief Executive Officer or, in his absence, such other director as the Board of Directors from time to time may designate shall preside at such meetings. SECTION 4. The Board of Directors may adopt such Rules and Regulations for the conduct of its meetings and the management of the affairs of the Company as it may deem proper, not inconsistent with the laws of the State of New York, or these By-Laws, and all officers and employees shall strictly adhere to, and be bound by, such Rules and Regulations. SECTION 5. Regular meetings of the Board of Directors shall be as set forth in held from time to time on the Charter third Tuesday of the Bank. Section 2month. No person who has attained If the age of seventy-two (72) years day appointed for holding such regular meetings shall be nominated for election a legal holiday, the regular meeting to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company be held on September 16, 1971. Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company such day shall be managed and conducted by held on the Board of Directors. Section 5. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors or the President. Section 6next business day thereafter. Special meetings of the Board of Directors may be called upon at any time least two day's notice whenever it may be deemed proper by the Chairman of the Board or, the Chief Executive Officer or, in their absence, by such other director as the Board of Directors or by the Presidentmay have designated pursuant to Section 3 of this Article, and shall be called upon the written request of a majority of the directors. Section 7. A majority like notice whenever any three of the directors elected and qualified so request in writing. SECTION 6. The compensation of directors as such or as members of committees shall be necessary fixed from time to constitute a quorum for the transaction of business at any meeting time by resolution of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or division of the Company as it may deem advisable.

Directors. Section 1. 3.1 The number business and classification of the Board of Directors shall be as set forth in the Charter of the Bank. Section 2. No person who has attained the age of seventy-two (72) years shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971. Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed by its Board of Directors, which may exercise all powers of the Company and conducted do all lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders. 3.2 The number of directors which shall constitute the entire Board shall be determined by the Board of Directors from time to time but at no time shall be less than one. 3.3 Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the remaining directors, although less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. 3.4 Any director may be removed with or without cause at any special or annual meeting of shareholders, by the affirmative vote of a majority of the number of shares of the shareholders present in person or by proxy at such meeting and entitled to vote for the election of such director, if notice of intention to act upon such matter shall have been given in the notice calling such meeting. 3.5 Regular or special meetings of the Board of Directors may be held either within or without the State of Texas. 3.6 The Chairman of the Board, if one be elected by the Board, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be prescribed by the Board of Directors, upon written direction given to him pursuant to resolution duly adopted by the Board of Directors. Section 5. 3.7 The first meeting of each newly elected Board of Directors shall meet be held at such time and place as shall be fixed by the vote of the shareholders at the principal office annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. If the shareholders fail to fix the time and place of such first meeting, it shall be held without notice immediately following the annual meeting of the Company or elsewhere in its discretion shareholders, and at such times to be determined time and place, unless by a majority of its members, or at the call unanimous consent of the Chairman director then elected and serving, such time or place shall be changed. 3.8 Regular meetings of the Board of Directors or may be held without notice at such time and place as shall from time to time be determined by the PresidentBoard. Section 6. 3.9 Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors or by the President, President and shall be called upon by the Secretary on the written request of a majority one director. Notice of any special meeting of the directorsBoard of Directors shall be given to each director at least five days before the date of the meeting. Section 73.10 Subject to the provisions required or permitted by the Texas Business Corporation Act for notice of meetings, unless otherwise restricted by the Articles of Incorporation or these Bylaws, members of the Board of Directors, or members of any committee designated by the Board of Directors, may participate in and hold a meeting of such Board of Directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Paragraph III.10 shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. 3.11 Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. A majority Except as may be otherwise provided by law, by the Articles of Incorporation, or by these Bylaws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. 3.12 At all meetings of the Board of Directors, 51 percent of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. 3.13 The Board of Directors, by resolution passed by 51 percent of the entire Board, may from time to time designate members of the Board to constitute committees, including an executive committee, which shall in each case consist of such number of directors, not less than one, and shall have and may exercise such powers as the Board may determine and specify in the respective resolutions appointing them. A majority of all of the members of any such committee may determine its action and fix the time and place of any meeting, unless the Board of Directors shall otherwise direct. The Board of Directors shall have power at any time to change the number and the members of any such committee, to fill vacancies and to discharge any such committee. Section 8. Written notice shall 3.14 Any action required or permitted to be sent taken at a meeting of the Board of Directors or at any executive committee may be taken without a meeting if a consent in writing setting forth the actions so taken is signed by mail to each director all the members of any special meeting the Board of Directors or such committee, as the case may be. 3.15 By resolution of the Board of Directors, and the directors may be paid their expenses, if any, of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event attending each meeting of the deathBoard and may be paid a fixed sum for attending each meeting of the Board or the stated salary for a director. No such payment shall preclude any director from serving the Company in any other capacity and receiving compensation therefor. Members of the executive committee or of special or standing committees may, resignation, removal, inability to act, or disqualification by resolution of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office be allowed like compensation for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualifiedattending committee meetings. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same person. 3.16 The Board of Directors shall also elect at keep regular minutes of its proceedings and such meeting a Secretary and a Treasurer, who may minutes shall be placed in the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such minute book of the departments or division of the Company as it may deem advisableCompany.

Directors. Section 1. The number and classification of Directors which shall constitute the whole Board shall be determined by resolution of the Board of Directors or by the stockholders, and the initial Board shall consist of three Directors. The Directors shall be as set forth in elected at the Charter annual meeting of the Bankstockholders, and each Director elected shall hold office until his or her successor is elected and qualified. Section 2. No person who has attained The business of the age of seventy-two (72) years corporation shall be nominated for election to managed by or under the direction of its Board of Directors which may exercise all such powers of the Company, provided, however, that this limitation shall corporation and do all such lawful acts and things as are not apply by statute or by the certificate of incorporation or by these by-laws directed or required to any person who was serving as director of be exercised or done by the Company on September 16, 1971stockholders. Section 3. The class Board of Directors so elected shall of the corporation may hold office for three years meetings, both regular and special, either within or until their successors are elected and qualifiedwithout the State of Delaware. Section 4. The affairs and business Regular meetings of the Company Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board. Section 5. Special meetings of the Board may be called by the president on one day’s notice to each Director, either personally or by mail or by telegram; special meetings shall be managed called by the president or secretary in like manner and conducted on like notice on the written request of two Directors unless the Board consists of fewer than three Directors; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of any Director. Section 6. At all meetings of the Board a majority of the Directors shall constitute a quorum for the transaction of business and the act of a majority of the Directors then in office shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the Board of Directors the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 7. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. Section 8. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the Board of Directors may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. Section 9. The Board of Directors may by resolution designate one or more committees, each committee to consist of one or more of the Directors of the corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Section 10. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Section 11. There may be a chairman of the Board of Directors elected by the Directors from their number at any meeting of the Board of Directors. The chairman shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board of Directors. Section 512. The Unless otherwise restricted by the certificate of incorporation or these by-laws, the Board of Directors shall meet at have the principal office authority to fix the compensation of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors or the President. Section 6Directors. Special meetings of the Board of The Directors may be called paid their expenses, if any, of attendance at any time by the Chairman of the Board of Directors or by the President, and shall be called upon the written request of a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any each meeting of the Board of Directors. Section 8. Written notice No such payment shall be sent by mail to each director preclude any Director from serving the corporation in any other capacity and receiving compensation therefor. Members of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who standing committees may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directorsallowed like compensation for attending committee meetings. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or division of the Company as it may deem advisable.

Directors. Section 129.1 There shall be a board of Directors consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors. The number and classification of the Board of first Directors shall be as set forth in the Charter of the Bank. Section 2. No person who has attained the age of seventy-two (72) years shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971. Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed determined in writing by, or appointed by a resolution of, the Subscriber. 29.2 The Directors shall be divided into three classes: Class A, Class B and conducted Class C. The number of Directors in each class shall be as nearly equal as possible. Upon the adoption of the Articles, the existing Directors shall by resolution classify themselves as Class A, Class B or Class C Directors. The Class A Directors shall stand elected for a term expiring at the Company's third annual general meeting following effectiveness of the Articles, the Class B Directors shall stand elected for a term expiring at the Company's first annual general meeting following effectiveness of the Articles and the Class C Directors shall stand elected for a term expiring at the Company's second annual general meeting following effectiveness of the Articles. At each annual general meeting following effectiveness of the Articles, the class of Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual general meeting after such election. Except as the Statute or other applicable law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the election and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for Cause, may be filled by the Board of Directors. Section 5. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors or the President. Section 6. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors or by the President, and shall be called upon the written request vote of a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change remaining Directors then in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directorsoffice, although less than a quorumquorum (as defined in the Articles), shall have or by the right to elect the successor who sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A Director elected to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the class of directors in which the Director whose death, resignation or removal shall have created such vacancy occurred, and until such director's his successor shall have been duly elected and qualified. Section 10. The Board Holders of Shares may nominate persons for election as Director by sending a written notice addressed to the Company at the Registered Office by prepaid postal delivery, such notice to arrive at least twenty Business Days before the date of a general meeting at which the election of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer is to be in charge of such of the departments or division of the Company as it may deem advisableconsidered.

Directors. Section 1. The number and classification composition of the Board of Directors shall be as set forth follows: (a) As long as Creador II holds any Shares in the Charter of the Bank. Section 2. No person who has attained the age of seventy-two Company, Creador II shall have a right to nominate and maintain 1 (72one) years shall be nominated for election Director to the Board of Directors the Company (“Creador II Nominee Director”). For the avoidance of doubt, Creador II shall only communicate the name and other details of the CompanyPerson, providednominated to be appointed as the Creador II Nominee Director to the Board for the Class B Shareholders to complete the appointment process as per Clause 5.4. Creador II shall be entitled to cause the appointment of, however, that this limitation shall not apply to any person who was serving as director substitution of and removal of the Creador II Nominee Director by Notice to the Company. Creador II shall be entitled to nominate the Creador II Nominee Director and remove the Creador II Nominee Director by Notice to the Company. The Company on September 16shall immediately and no later than 10 (ten) days following receipt of a Notice from Creador II in this regard, 1971complete all corporate and regulatory formalities regarding such appointment, removal or substitution as per the Applicable Law. Section 3. (b) The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed and conducted by the Board of Directors. Section 5. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors or the President. Section 6. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors or by the President, and shall be called upon the written request of a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, Class B Shareholder shall have the right to elect nominate all remaining Directors on the successor who Board (other than the Creador II Nominee Director) (“Class B Nominee Directors”). The Class B Shareholder shall hold office for be entitled to cause the remainder appointment of, substitution of and removal of the full term of Class B Nominee Director(s) by Notice to the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10Company. The Board of Directors at its first meeting after its election Class B Shareholder shall be entitled to appoint the Class B Nominee Director and remove the Class B Nominee Director by Notice to the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same personCompany. The Board Company shall immediately and no later than 10 (ten) days following receipt of Directors shall also elect at a Notice from Class B Shareholder in this regard, complete all corporate and regulatory formalities regarding such meeting a Secretary and a Treasurerappointment, who may be removal or substitution as per the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate DirectorsApplicable Law. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or division of the Company as it may deem advisable.

Directors. Section 3.01 The Board of Directors of the Corporation shall consist of a minimum of three (3) members and a maximum of twelve (12) members, two (2) of whom shall be appointed by the Manager and the balance of whom shall be appointed by the Fund, as directed by Unitholders. If the appointment of two (2) members by the Manager would result in the Fund not having appointed a majority of the Board of Directors, then the Manager shall appoint only one (1) member of the Board of Directors. The number and classification Notwithstanding the foregoing: (A) after June 30, 2012 the Manager shall be entitled to appoint only one member of the Board of Directors of the Corporation and the remainder of the directors of the Corporation shall be appointed by the Fund, as set forth in by directed the Charter Unitholders; and (B) upon the earliest of the Bank. Section 2. No person who has attained following events to occur: (i) Xxxxx X. Xxxxxxx becoming 80 years of age, (ii) the age incapacity of seventy-two Xxxxx X. Xxxxxxx, or (72iii) years the death of Xxxxx X. Xxxxxxx, the Manager shall no longer be nominated for election entitled to nominate or appoint any members to the Board of Directors of the CompanyCorporation. In addition, providedif the Fund is converted into a corporation, however, that this limitation the Manager shall not apply no longer be entitled to nominate or appoint any person who was serving as director of the Company on September 16, 1971. Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed and conducted by members to the Board of Directors. Section 5Directors of the Corporation. The Shareholders shall cause the Shares held by or beneficially owned by them to be voted for the individuals nominated by the Trust, as directed by the Unitholders at the annual meeting, and the individual(s) nominated by the Manager. The Shareholders shall not cause the Shares held by or beneficially owned by them to be voted for the removal of the respective nominees of the Shareholders as Directors of the Corporation unless the Shareholder having nominated such individual wishes that individual to be removed as a Director in which case the Shareholders shall cause all of the Shares held by or beneficially owned by them to be so voted. A vacancy on the Board of Directors shall meet at be filled by an individual nominated by the principal office of Shareholder that nominated for election the Company Director who has vacated his or elsewhere in its discretion at such times her position and the Shareholders shall cause the Shares held by or beneficially owned by them to be determined by a majority of its members, or at voted for the call of the Chairman of the Board of Directors or the President. Section 6. Special meetings of the Board of Directors may be called at any time individual so nominated by the Chairman of the Board of Directors or by the President, and shall be called upon the written request of a majority of the directorsShareholder. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or division of the Company as it may deem advisable.

Directors. Section SECTION 1. The affairs of the Company shall be managed and its corporate powers exercised by a Board of Directors consisting of such number of directors, but not less than seven nor more than fifteen, as may from time to time be fixed by resolution adopted by a majority of the directors then in office, or by the stockholders. In the event of any increase in the number of directors, additional directors may be elected within the limitations so fixed, either by the stockholders or within the limitations imposed by law, by a majority of directors then in office. One-third of the number of directors, as fixed from time to time, shall constitute a quorum. Any one or more members of the Board of Directors or any Committee thereof may participate in a meeting of the Board of Directors or Committee thereof by means of a conference telephone, video conference or similar communications equipment which allows all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such a meeting. All directors hereafter elected shall hold office until the next annual meeting of the stockholders and classification until their successors are elected and have qualified. No Officer-Director who shall have attained age 65, or earlier relinquishes his responsibilities and title, shall be eligible to serve as a director. SECTION 2. Vacancies not exceeding one-third of the whole number of the Board of Directors may be filled by the affirmative vote of a majority of the directors then in office, and the directors so elected shall hold office for the balance of the unexpired term. SECTION 3. The Chairman of the Board shall preside at meetings of the Board of Directors. In his absence, the Chief Executive Officer or, in his absence the President or any Co-President or, in their absence such other director as the Board of Directors from time to time may designate shall preside at such meetings. SECTION 4. The Board of Directors may adopt such Rules and Regulations for the conduct of its meetings and the management of the affairs of the Company as it may deem proper, not inconsistent with the laws of the State of New York, or these By-Laws, and all officers and employees shall strictly adhere to, and be bound by, such Rules and Regulations. SECTION 5. Regular meetings of the Board of Directors shall be as set forth in the Charter of the Bank. Section 2. No person who has attained the age of seventy-two (72) years shall be nominated for election held from time to the Board of Directors of the Company, time provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971. Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company there shall be managed and conducted by the Board of Directors. Section 5. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by least ten regular monthly meetings during a majority of its members, or at the call of the Chairman of the Board of Directors or the President. Section 6calendar year. Special meetings of the Board of Directors may be called upon at any time least two day's notice whenever it may be deemed proper by the Chairman of the Board or, the Chief Executive Officer or, the President or any Co-President or, in their absence, by such other director as the Board of Directors or by the Presidentmay have designated pursuant to Section 3 of this Article, and shall be called upon the written request of a majority of the directors. Section 7. A majority like notice whenever any three of the directors elected and qualified so request in writing. SECTION 6. The compensation of directors as such or as members of committees shall be necessary fixed from time to constitute a quorum for the transaction of business at any meeting time by resolution of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or division of the Company as it may deem advisable.

Directors. Section 1. The business and affairs of the Corporation shall be managed under the direction of a Board of Directors, which may exercise all such powers and authority for and on behalf of the Corporation as shall be permitted by law, the Certificate of Incorporation or these By-laws. Each of the directors shall hold office until the next annual meeting of stockholders and until his successor has been elected and qualified or until his earlier resignation or removal. 2. The Board of Directors may hold their meetings within or outside of the State of Delaware, at such place or places as it may from time to time determine. 3. The number and classification of directors comprising the Board of Directors shall be such number as set forth in the Charter of the Bank. Section 2. No person who has attained the age of seventy-two (72) years shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971. Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed and conducted by the Board of Directors. Section 5. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors or the President. Section 6. Special meetings of the Board of Directors may be called at any from time to time fixed by the Chairman of the Board of Directors or by the President, and shall be called upon the written request of a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting resolution of the Board of Directors. Section 8. Written notice shall be sent by mail to each director In case of any special increase, the Board shall have power to elect each additional director to hold office until the next annual meeting of stockholders and until his successor is elected and qualified or his earlier resignation or removal. Any decrease in the number of directors shall take effect at the time of such action by the Board only to the extent that vacancies then exist; to the extent that such decrease exceeds the number of such vacancies, the decrease shall not become effective, except as further vacancies may thereafter occur, until the time of and in connection with the election of directors at the next succeeding annual meeting of the Board of Directors, and stockholders. 4. If the office of any change in the time or place director becomes vacant, by reason of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removaldisqualification or otherwise, inability to act, or disqualification a majority of any director, the Board of Directorsdirectors then in office, although less than a quorum, shall have may fill the right to elect the vacancy by electing a successor who shall hold office for until the remainder next annual meeting of the full term of the class of directors in which the vacancy occurred, stockholders and until such director's his successor shall have been duly is elected and qualifiedqualified or his earlier resignation or removal. Section 105. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and directors shall elect from its own among their members a Chairman of the Board of Directors who shall serve until the next annual meeting of directors and a President who may be the same personuntil his successor has been duly elected and qualify. The Chairman shall preside at the meetings of the Board of Directors and at the meetings of stockholders and shall also elect at perform such meeting a Secretary and a Treasurer, who other duties as from time may be assigned to him by the same person, Board of Directors or the Executive Committee. 6. Any director may appoint resign at any time such other committees and elect or appoint such other officers as it may deem advisable. The by giving written notice of his resignation to the Board of Directors may also elect Directors. Any such resignation shall take effect upon receipt thereof by the Board, or at such meeting one or more Associate Directors. Section 11later date as may be specified therein. The Any such notice to the Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by shall be addressed to it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such care of the departments or division of the Company as it may deem advisableSecretary.

Directors. Section 1. 3.1 The number business and classification of the Board of Directors shall be as set forth in the Charter of the Bank. Section 2. No person who has attained the age of seventy-two (72) years shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971. Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed by its Board of Directors, which may exercise all powers of the Company and conducted do all lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders. 3.2 The number of directors which shall constitute the entire Board shall be determined by the Board of Directors from time to time but at no time shall be less than one. 3.3 Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the remaining directors, although less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. 3.4 Any director may be removed with or without cause at any special or annual meeting of shareholders, by the affirmative vote of 51 percent of the number of shares of the shareholders present in person or by proxy at such meeting and entitled to vote for the election of such director, if notice of intention to act upon such matter shall have been given in the notice calling such meeting. 3.5 Regular or special meetings of the Board of Directors may be held either within or without the State of Wyoming. 3.6 The Chairman of the Board, if one be elected by the Board, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be prescribed by the Board of Directors, upon written direction given to him pursuant to resolution duly adopted by the Board of Directors. Section 5. 3.7 The first meeting of each newly elected Board of Directors shall meet be held at such time and place as shall be fixed by the vote of the shareholders at the principal office annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. If the shareholders fail to fix the time and place of such first meeting, it shall be held without notice immediately following the annual meeting of the Company or elsewhere in its discretion shareholders, and at such times to be determined time and place, unless by a majority of its members, or at the call unanimous consent of the Chairman director then elected and serving, such time or place shall be changed. 3.8 Regular meetings of the Board of Directors or may be held without notice at such time and place as shall from time to time be determined by the PresidentBoard. Section 6. 3.9 Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors or by the President, President and shall be called upon by the Secretary on the written request of a majority one director. Notice of any special meeting of the directorsBoard of Directors shall be given to each director at least five days before the date of the meeting. Section 73.10 Subject to the provisions required or permitted by the laws of the State of Wyoming for notice of meetings, unless otherwise restricted by the Articles of Incorporation or these Bylaws, members of the Board of Directors, or members of any committee designated by the Board of Directors, may participate in and hold a meeting of such Board of Directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Paragraph 3.10 shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. 3.11 Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. A majority Except as may be otherwise provided by law, by the Articles of Incorporation, or by these Bylaws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. 3.12 At all meetings of the Board of Directors, 51 percent of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. 3.13 The Board of Directors, by resolution passed by 51 percent of the entire Board, may from time to time designate members of the Board to constitute committees, including an executive committee, which shall in each case consist of such number of directors, not less than one, and shall have and may exercise such powers as the Board may determine and specify in the respective resolutions appointing them. A majority of all of the members of any such committee may determine its action and fix the time and place of any meeting, unless the Board of Directors shall otherwise direct. The Board of Directors shall have power at any time to change the number and the members of any such committee, to fill vacancies and to discharge any such committee. Section 8. Written notice shall 3.14 Any action required or permitted to be sent taken at a meeting of the Board of Directors or at any executive committee may be taken without a meeting if a consent in writing setting forth the actions so taken is signed by mail to each director all the members of any special meeting the Board of Directors or such committee, as the case may be. 3.15 By resolution of the Board of Directors, and the directors may be paid their expenses, if any, of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event attending each meeting of the deathBoard and may be paid a fixed sum for attending each meeting of the Board or the stated salary for a director. No such payment shall preclude any director from serving the Company in any other capacity and receiving compensation therefor. Members of the executive committee or of special or standing committees may, resignation, removal, inability to act, or disqualification by resolution of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office be allowed like compensation for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualifiedattending committee meetings. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same person. 3.16 The Board of Directors shall also elect at keep regular minutes of its proceedings and such meeting a Secretary and a Treasurer, who may minutes shall be placed in the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such minute book of the departments or division of the Company as it may deem advisableCompany.

Directors. Section SECTION 1. The number and classification of the Board of Directors shall be as set forth in the Charter of the Bank. No more than two Directors may also be employees of the Company or any affiliate thereof. Section SECTION 2. No person who has attained the age of seventy-two (72) years shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971. The Chairman of the Board of Directors shall not be qualified to continue to serve as a Director upon the termination for any reason of his or her service in that office. Section SECTION 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section SECTION 4. The affairs and business of the Company shall be managed and conducted by the Board of Directors. Section SECTION 5. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors or the President. Section SECTION 6. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors or by the President, and shall be called upon the written request of a majority of the directors. Section SECTION 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section SECTION 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section SECTION 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section SECTION 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section SECTION 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section SECTION 12. The Board of Directors may designate an officer to be in charge of such of the departments or division divisions of the Company as it may deem advisable.

Directors. Section 1. The (a) Each Stockholder and Permitted Transferee agrees that it shall take, at any time and from time to time, all action necessary (including voting the Common Stock owned by him, her or it, calling special meetings of stockholders and executing and delivering written consents) to ensure that the Board of Directors of Holdings Corp. is composed at all times of such number of persons as the Board of Directors shall determine and classification of that the Board of Directors shall be as set forth in composed of at least the Charter of the Bank. Section 2. No person who has attained the age of seventy-two (72) years shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971. Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed and conducted following persons: one individual designated by the Board of Directors. Section 5. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors or the President. Section 6. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors or by the President, and shall be called upon the written request of Management Stockholders holding a majority of the directorsCommon Stock owned by the Management Stockholders (who shall be, subject to the rights of the Management Stockholders under Section 4.2, Xxxxx X. Xxxxxx for so long as he is President of B&G Foods, Inc., a Delaware corporation); one individual designated by Canterbury (until the later of (i) the date on which the Canterbury Entities cease to own at least 50% of the Series C Preferred Stock and 50% of the Warrants set forth opposite their names on Exhibit A hereto and (ii) 455 days from the date hereof); and three individuals designated by BRS (so long as the BRS Entities continue to own at least 50% of the Common Stock set forth opposite their names on Exhibit A hereto). (b) In accordance with the procedures established in Section 7. A majority 228 of the Delaware General Corporation Law, the Stockholders, being all of the shareholders of Holdings Corp. entitled to vote, do hereby dispense with the formality of a meeting and approve and ratify the election of the following persons as the directors of Holdings Corp. to hold office until the next annual meeting of stockholders and until their respective successors shall have been elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directorsor until resignation, and of any change removal or death as provided in the time or place Bylaws of any regular meeting, stating the time Holdings Corp. and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or division of the Company as it may deem advisable.this Agreement: Xxxxxx X. Xxxxxx XX Xxxxxxx X. Xxxxxxxx Xxxxxx Xxxxxxx Xxxxx L. Xxxxxx Xxxxxxx X. X. Xxxxxx

Directors. Section 1. a. The District Board shall consist of nine (9) Directors who are appointed representatives from the counties of Mendocino and Sonoma. b. Appointments to the District Board shall be made so that said District Board will be representative of, although not necessarily consist of representatives of all segments of the community, including business, labor, tribal, government, education, minorities and the economically handicapped. c. The number and classification of the Board of Directors shall be as set forth in the Charter of the Bank. Section 2. No person who has attained the age of seventy-two (72) years shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971. Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall District Board may be managed and conducted by the Board of Directors. Section 5. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined modified by a majority vote of the District Board with the concurrence of both the Mendocino and Sonoma County Boards of Supervisors, however there shall be a maximum of fifteen (15) members. d. Any elected official serving on the District Board who no longer serves in said elected capacity shall upon leaving office vacate his or her position on the District Board. The vacancy shall be filled in accordance with Section 4b below. e. The District Board shall have at least a simple majority of its membersmembers who are elected officials, their appointees, or at the call of the Chairman of the Board of Directors or the Presidentemployees representing general purpose local governments, including counties and tribal governments. Section 6. Special meetings f. The District Board shall elect from the Directors a Chair and Vice Chair, each of the Board whom shall serve for a term of Directors may be called at any time one year, unless sooner replaced by the Chairman of the Board of Directors or by the President, and shall be called upon the written request of a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting vote of the Board of Directors. The District Board shall conduct the election of officers annually. Section 8. Written notice g. The District Board shall appoint a Secretary who need not be a Director, who shall be sent by mail to each director responsible for keeping minutes of any special meeting all meetings of the District Board and all other official records of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meetingDistrict. Section 9. In the event h. A majority of the deathDirectors shall constitute a quorum, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although except that less than a quorum, shall have quorum may adjourn from time to time in accordance with the right to elect the successor who shall hold office for the remainder law. i. A simple majority of the full term Directors of the class of directors said District Board shall be required to vote affirmatively for any action in which the vacancy occurred, order for said action to be valid and until such director's successor shall have been duly elected and qualifiedeffective. Section 10j. Directors shall serve without compensation from the District. However, Directors may be compensated by their respective appointing authorities. The District Board of Directors at its first meeting after its election may adopt by resolution a policy related to reimbursement by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate District for expenses incurred by Directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or division of the Company as it may deem advisable.

Directors. Section 1. The business and affairs of the Corporation shall be managed under the direction of a Board of Directors, which may exercise all such powers and authority for and on behalf of the Corporation as shall be permitted by law, the Certificate of Incorporation or these By-laws. Each of the directors shall hold office until the next annual meeting of stockholders and until his successor has been elected and qualified or until his earlier resignation or removal. 2. The Board of Directors may hold their meetings within or outside of the State of Delaware, at such place or places as it may from time to time determine. 3. The number and classification of directors comprising the Board of Directors shall be such number as set forth in the Charter of the Bank. Section 2. No person who has attained the age of seventy-two (72) years shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971. Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed and conducted by the Board of Directors. Section 5. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors or the President. Section 6. Special meetings of the Board of Directors may be called at any from time to time fixed by the Chairman of the Board of Directors or by the President, and shall be called upon the written request of a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting resolution of the Board of Directors. Section 8. Written notice shall be sent by mail to each director In case of any special increase, the Board shall have power to elect each additional director to hold office until the next annual meeting of stockholders and until his -4- successor is elected and qualified or his earlier resignation or removal. Any decrease in the number of directors shall take effect at the time of such action by the Board only to the extent that vacancies then exist; to the extent that such decrease exceeds the number of such vacancies, the decrease shall not become effective, except as further vacancies may thereafter occur, until the time of and in connection with the election of directors at the next succeeding annual meeting of the Board of Directors, and stockholders. 4. If the office of any change in the time or place director becomes vacant, by reason of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removaldisqualification or otherwise, inability to act, or disqualification a majority of any director, the Board of Directorsdirectors then in office, although less than a quorum, shall have may fill the right to elect the vacancy by electing a successor who shall hold office for until the remainder next annual meeting of the full term of the class of directors in which the vacancy occurred, stockholders and until such director's his successor shall have been duly is elected and qualifiedqualified or his earlier resignation or removal. Section 105. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and directors shall elect from its own among their members a Chairman of the Board of Directors who shall serve until the next annual meeting of directors and a President who may be the same personuntil his successor has been duly elected and qualify. The Chairman shall preside at the meetings of the Board of Directors and at the meetings of stockholders and shall also elect at perform such meeting a Secretary and a Treasurer, who other duties as from time may be assigned to him by the same person, Board of Directors or the Executive Committee. 6. Any director may appoint resign at any time such other committees and elect or appoint such other officers as it may deem advisable. The by giving written notice of his resignation to the Board of Directors may also elect Directors. Any such resignation shall take effect upon receipt thereof by the Board, or at such meeting one or more Associate Directors. Section 11later date as may be specified therein. The Any such notice to the Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by shall be addressed to it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such care of the departments or division of the Company as it may deem advisableSecretary.

Directors. Section 13.1 Subject to these By-Laws, or any lawful agreement between the shareholders, the full and entire management of the affairs and business of the Corporation shall be vested in the Board of Directors, which shall have and may exercise all of the power that may be exercised or performed by the Corporation .. 3.2 The number of Directors shall not be more than seven (7) nor less than three (3) persons. The exact number of Directors within such maximum and miminum shall be fixed by resolution of the shareholders from time to time. The Directors need not be shareholders of the Corporation. The number of Directors may be changed by an amendment to the By-Laws, adopted by the shareholders. A majority of the Directors shall constitute a quorum for the transaction of business. All restrictions adopted and classification of all business transacted by the Board of Directors shall be as set forth in require the Charter affirmative vote of a majority of the Bank. Section 2Directors present at the meeting. No Each person who has attained the age of seventy-two (72) years shall be nominated for election is elected to the Board of Directors of the CompanyDirectors, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971. Section 3. The class of Directors so elected shall hold such office for three years or until their successors are the next annual meeting of shareholders and his successor is elected and qualified, or until his earlier resignation, removal from office or death. Section 4. 3.3 The affairs and business Directors may fill the place of any Director which may become vacant prior to the expiration of his term, such appointment by the Directors to continue until the expiration of the Company shall be managed and conducted by term of the Board of DirectorsDirector whose place has become vacant. Section 5. 3.4 The Board of Directors shall meet at as soon as practicable after the principal office adjournment of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call annual meeting of the Chairman shareholders, for the appointment and election of officers and for the Board transaction of Directors or the President. Section 6any other business. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors Directors, by the President or by the Presidentany two Directors, and on three days' notice. Notice of any such meeting may be waived by instrument in writing. Attendance in person at such meeting shall be called upon the written request of a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for waiver of notice thereof. The signature of any Director approving the transaction minutes of business at any meeting of the Board of Directors, entered thereon, shall be effective to the same extent as if such Director had been present at such meeting. Any meeting of the Board of Directors may be held within or without the State of Georgia at such place as may be determined by the person or persons calling the meeting. Section 8. Written notice 3.5 Any action to be taken at a meeting of the Directors, or any action that may be taken at a meeting of the Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be sent signed by mail to each director all of any special meeting the Directors. 3.6 Members of the Board of Directors, and or any committee designated by such Board, may participate in a meeting of any change such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the time or place of any regular meeting, stating the time meeting can hear each other and place of such meeting, which participation in a meeting pursuant to this subsection shall be mailed not less than two days before the time of holding constitute presence at such meeting. Section 9. In the event 3.7 A Director of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than Corporation who is present at a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and at which action on any corporate matter is taken shall be presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a President Director who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be voted in charge favor of such of the departments or division of the Company as it may deem advisableaction.

Directors. The Board of Directors shall consist of at least a majority of Independent Directors and the Manager shall have two (2) representatives serving as directors. Subject to this Section 1. The 13.4(c)(iii), the number and classification of Directors shall be fixed from time to time exclusively pursuant to a resolution adopted by the Board of Directors, provided that no decrease in the number of Directors constituting the Board of Directors shall be as set forth in shorten the Charter term of the Bank. Section 2. No person who has attained the age of seventy-two (72) years shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971. Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed and conducted by the Board of Directors. Section 5incumbent Director. The Board of Directors shall meet at the principal office of the Company or elsewhere in appoint from among its discretion at such times members an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, each to be determined by a majority composed solely of its membersIndependent Directors, or at the call of the Chairman of the Board of Directors or the President. Section 6. Special meetings of and such other committees as the Board of Directors may deem appropriate or as may be called required by any National Securities Exchange on which the Common Units are listed for trading, to serve at any time by the Chairman of the Board of Directors or by the President, and shall be called upon the written request of a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting pleasure of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who (iv) Each Director shall hold office for the remainder of the full a one-year term of the class of directors in which the vacancy occurred, and until such director's Director’s successor shall have been duly elected and qualified. Section 10, or until such Director’s earlier death, resignation or removal. The Any vacancy on the Board of Directors at its first meeting after its election (including, without limitation, any vacancy caused by an increase in the number of Directors on the Board of Directors) other than a vacancy created by the stockholders removal of a Director by the Limited Partners pursuant to the succeeding sentence, may only be filled by a majority of the Directors then in office, even if less than a quorum, or by a sole remaining Director. A Director may be removed, at any time, but only for cause, upon the affirmative vote of the Limited Partners holding of a majority of the voting power of the Outstanding Limited Partner Interests and any vacancy on the Board of Directors created by such removal shall appoint be filled by a vote of the Limited Partners at a meeting of the Limited Partners or by written consent in accordance with Section 13.11. (v) (A) (1) Nominations of persons for election to the Board of Directors and the proposal of other business to be considered by the Limited Partners may be made at an Executive Committeeannual meeting of the Limited Partners only (a) pursuant to the General Partner’s notice of meeting (or any supplement thereto), a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman (b) by or at the direction of the Board of Directors and or any committee thereof or (c) by any Limited Partner who was a President who may be Record Holder at the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurertime the notice provided for in this Section 13.4(c)(v) is delivered to the General Partner, who may be is entitled to vote at the same person, may appoint at any time such other committees meeting and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directorswho complies with the notice procedures set forth in this Section 13.4(c)(v). Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or division of the Company as it may deem advisable.

Directors. Section 1. The authorized number of directors that shall constitute the Board of Directors shall be fixed from time to time by or pursuant to a resolution passed by a majority of the Board within the parameters set by the Charter of the Bank. No more than two directors may also be employees of the Company or any affiliate thereof. Section 2. Except as provided in these Bylaws or as otherwise required by law, there shall be no qualifications for election or service as directors of the Company. In addition to any other provisions of these Bylaws, to be qualified for nomination for Election or appointment to the Board of Directors each person must have not attained the age of sixty-nine years at the time of such election or appointment, provided however, the Nominating and classification Corporate Governance Committee may waive such qualification as to a particular candidate otherwise qualified to serve as a director upon a good faith determination by such committee that such a waiver is in the best interests of the Company and its stockholders. The Chairman of the Board of Directors shall not be qualified to continue to serve as set forth a director upon the termination of his or her services in the Charter of the Bank. Section 2that office for any reason. No person who has attained the age of seventy-two (72) years shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971.18 Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed and conducted by the Board of Directors. Section 5. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors or the President. Section 6. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors or by the President, and shall be called upon the written request of a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor.. 19 Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or division divisions of the Company as it may deem advisable.

Directors. Section 1. The number and classification of the Board of Directors shall be as set forth in the Charter of the Bank. No more than two Directors may also be employees of the Company or any affiliate thereof. Section 2. No person who has attained the age of seventy-two (72) years shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971. The Chairman of the Board of Directors shall not be qualified to continue to serve as a Director upon the termination for any reason of his or her services in that office. Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed and conducted by the Board of Directors. Section 5. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to 18 be determined by a majority of its members, or at the call of the Chairman of the Board of Directors or the President. Section 6. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors or by the President, and shall be called upon the written request of a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or division divisions of the Company as it may deem advisable.

Directors. Section 1. The affairs of the Company shall be managed and its corporate powers exercised by a Board of Directors consisting of such number of directors, but not less than seven nor more than fifteen, as may from time to time be fixed by resolution adopted by a majority of the directors then in office, or by the stockholders. In the event of any increase in the number of directors, additional directors may be elected within the limitations so fixed, either by the stockholders or within the limitations imposed by law, by a majority of directors then in office. One-third of the number of directors, as fixed from time to time, shall constitute a quorum. Any one or more members of the Board of Directors or any Committee thereof may participate in a meeting of the Board of Directors or Committee thereof by means of a conference telephone or similar communications equipment which allows all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such a meeting. All directors hereafter elected shall hold office until the next annual meeting of the stockholders and classification until their successors are elected and have qualified. No Officer-Director who shall have attained age 65, or earlier relinquishes his responsibilities and title, shall be eligible to serve as a director. Section 2. Vacancies not exceeding one-third of the whole number of the Board of Directors may be filled by the affirmative vote of a majority of the directors then in office, and the directors so elected shall hold office for the balance of the unexpired term. Section 3. The Chairman of the Board shall preside at meetings of the Board of Directors. In his absence, the Chief Executive Officer or, in his absence, such other director as the Board of Directors from time to time may designate shall preside at such meetings. Section 4. The Board of Directors may adopt such Rules and Regulations for the conduct of its meetings and the management of the affairs of the Company as it may deem proper, not inconsistent with the laws of the State of New York, or these By-Laws, and all officers and employees shall strictly adhere to, and be bound by, such Rules and Regulations. Section 5. Regular meetings of the Board of Directors shall be as set forth in the Charter of the Bank. Section 2. No person who has attained the age of seventy-two (72) years shall be nominated for election held from time to the Board of Directors of the Company, time provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971. Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company there shall be managed and conducted by the Board of Directors. Section 5. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by least ten regular monthly meetings during a majority of its members, or at the call of the Chairman of the Board of Directors or the President. Section 6calendar year. Special meetings of the Board of Directors may be called upon at any time least two day's notice whenever it may be deemed proper by the Chairman of the Board or, the Chief Executive Officer or, in their absence, by such other director as the Board of Directors or by the Presidentmay have designated pursuant to Section 3 of this Article, and shall be called upon the written request of a majority like notice whenever any three of the directorsdirectors so request in writing. Section 76. A majority The compensation of the directors elected and qualified as such or as members of committees shall be necessary fixed from time to constitute a quorum for the transaction of business at any meeting time by resolution of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or division of the Company as it may deem advisable.

Directors. Section 1. The number and classification of the Board of Directors shall be as set forth in the Charter of the Bank. No more than two Directors may also be employees of the Company or any affiliate thereof. Section 2. No person who has attained the age of seventy-two (72) years shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971. The Chairman of the Board of Directors shall not be qualified to continue to serve as a Director upon the termination for any reason of his or her services in that office. Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed and conducted by the Board of Directors. Section 5. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors or the President. Section 6. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors or by the President, and shall be called upon the written request of a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or division of the Company as it may deem advisable.

Directors. Section 15.1.1 Prior to the exercise of the Exchange Right, the Board shall be composed of five Directors. The number Acusphere shall have the right to nominate four directors of Newco, ("ACUSPHERE DIRECTORS") and classification EIS shall have the right to nominate one Director of Newco ("EIS DIRECTOR") which Director, save as further provided herein, shall only be entitled to 15% of the votes of the Board. In the event that the Exchange Right is exercised by EIS within (2) years following the Closing Date, the EIS Director shall only be entitled to 15% of the votes of the Board until the expiry of (2) years from the Closing Date. In the event that the Exchange Right is exercised by EIS at any time after years following the Closing Date or upon the expiry of (2) years following the Closing Date where the Exchange Right has been exercised by EIS within two (2) years following the Closing Date, each of Acusphere, and EIS shall cause the Board to be reconfigured so that an equal number of Directors are designated by EIS and Acusphere and that each of the Directors has equal voting power. 5.1.2 If EIS removes the EIS Director, or Acusphere removes any of the Acusphere Directors, EIS or Acusphere, as the case may be, shall indemnify the other Shareholder against any claim by such removed Director arising from such removal. 5.1.3 The Directors shall meet not less than three times in each Financial Year and all Board meetings shall be held in Bermuda. 5.1.4 At any such meeting, the presence of the EIS Director and at least three of the Acusphere Directors shall be as set forth in required to constitute a quorum and, subject to Clause 17 hereof, the Charter of the Bank. Section 2. No person who has attained the age of seventy-two (72) years shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971. Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed and conducted by the Board of Directors. Section 5. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors or the President. Section 6. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors or by the President, and shall be called upon the written request affirmative vote of a majority of the directors. Section 7. A majority Directors present at a meeting at which such a quorum is present shall constitute an action of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any directormeeting being inquorate, the Board meeting shall be adjourned for a period of Directorsseven days. A notice shall be sent to the EIS Director and the Acusphere Directors specifying the date, although less than a quorumtime and place where such adjourned meeting is to be held and reconvened. 5.1.5 On the Closing Date, shall have Acusphere may appoint one of the right Acusphere Directors to elect be the successor who chairman of Newco. Such chairman of Newco shall hold office for until: (i) the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be following the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed exercise by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such EIS of the departments or division Exchange Right, where the Exchange Right has been exercised by EIS after two years following the Closing Date; or (ii) the first meeting of the Company as it may deem advisableBoard following the expiry of (2) years following the Closing Date where the Exchange Right has been exercised by EIS within 2 years following the Closing Date (in each case the "CHAIRMAN STATUS BOARD MEETING").

Directors. Section 1. The number and classification 5.1.1 Prior to the exercise of the Exchange Right, the Board shall be composed of three Directors. Photogen shall have the right to nominate two directors of Newco, ("PHOTOGEN DIRECTORS") and EIS shall have the right to nominate one Director of Newco ("EIS DIRECTOR") which Director, [****]. To the extent required by applicable Bermuda law, in the event that the EIS Director is not a resident of Bermuda, at least one Photogen Director shall be a resident of Bermuda [****] [****] 5.1.2 If EIS removes the EIS Director, or Photogen removes any of the Photogen Directors, EIS or Photogen, as the case may be, shall indemnify the other Stockholder against any claim by such removed Director arising from such removal. 5.1.3 The Directors shall meet not less than three times in each Financial Year and all Board meetings shall be held in Bermuda to the extent required pursuant to the laws of Bermuda or to ensure the sole residence of Newco in Bermuda provided that Directors may attend such meetings telephonically. ---------------- [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 5.1.4 At any such meeting, the presence of the EIS Director and at least one of the Photogen Directors shall be as set forth in required to constitute a quorum and, subject to Clause 18 hereof, the Charter of the Bank. Section 2. No person who has attained the age of seventy-two (72) years shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971. Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed and conducted by the Board of Directors. Section 5. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors or the President. Section 6. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors or by the President, and shall be called upon the written request affirmative vote of a majority of the directorsDirectors present at a meeting at which such a quorum is present shall constitute an action of the Directors. In the event of any meeting being inquorate, the meeting shall be adjourned for a period of seven days. A notice shall be sent to the EIS Director and the Photogen Directors specifying the date, time and place where such adjourned meeting is to be held and reconvened. Section 7. A majority of 5.1.5 [****] (i) [****] (ii) [****] (in each case the directors elected and qualified shall be necessary "CHAIRMAN STATUS BOARD MEETING") [****] If the chairman is unable to constitute a quorum for the transaction of business at attend any meeting of the Board of Directors. Section 8. Written notice held prior to the Chairman Status Board Meeting, the Photogen Directors shall be sent by mail entitled to each director appoint another Photogen Director to act as chairman in his place at the meeting. If the chairman of Newco is unable to attend any special meeting of the Board of Directorsheld after the Chairman Status Board Meeting, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which Directors shall be mailed not less than two days before entitled to appoint another Director to act as chairman of Newco in his place at the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or division of the Company as it may deem advisable.