EFTA01359065.pdf

remainder of the Desk Percentage for such Investment to the General Pool, which amount would reduce the Desk Allocation Amounts to be allocated to the Desks hereunder, and (ii) if Feinberg determines that he or other Members originated or had substantial involvement with Investments attributable to investment groups or senior professionals who are not Members with respect to all or part of such Investments (eg. the RMBS group), Feinberg in his sole discretion may determine to reallocate up to 27.59% (20/72.5) of the Profit Share attributable to such Investments to himself and up to 27.59% of such Profit Share to the other Members he determines had substantial involvement with such Investments (the "Managing Member Special Allocation Desk") which allocation will reduce the amount of Profit Share allocated to the General Pool for such Investments. Desk Allocation Amounts shall be allocated pursuant to Section 10b(1). e. Chief Executive Officer and Compensation Committee. Each Member acknowledges that Feinberg shall continue as the Chief Executive Officer of the Firm and shall have the full and complete authority to make all decisions relating to the operation and management of the Firm, including, without limitation, the right to add new Members to the Company and to set the terms of such admission, and, from time to time, the right to appoint the officers of the Firm, subject only to the express limitations set forth in this Agreement. The Managing Member shall also cause the Firm to establish a Compensation Committee, which shall be comprised of the Finn's Chief Financial Officer, Chief Operating Officer, Chief Administrative Officer and other Executives appointed by the Managing Member in his sole discretion. The Compensation Committee shall make a recommendation to the Managing Member on all issues relating to the allocation of General Points among the Non-Managing Members. The head(s) of each Desk (who shall be appointed by the Managing Member) shall DOC tD - 25061468 12 28 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0047071 CONFIDENTIAL SDNY_GM_00193255 EFTA01359065