EFTA01480129.pdf

ARTICLE VI Tbc Corporation is to have perpetual existence. ARTICLE VII For the management of the business and for the conduct of the affairs of the Corporation, and in further creation, definition, limitation and regulation of the powers of the Corporation and of its directors, it is further provided: (I) The number of directors of the Corporation shall be fixed by, or in the manner provided in, the By-Laws, but in no case shall the number be Icss than three (unless the General Corporation Law is amended to allow a lower number). The directors need not be stockholders. (2) In furtherance and not in limitation of the powers conferred by the laws of the Virgin Islands, and subject at all times to the provisions thereof, the Board of Directors is expressly authorized and empowered: (a) To make and adopt the By-Laws of the Corporation, subject to the powers of the stockholders to alter, repeal or modify the By-Laws adopted by the Board of Directors. (b) To authorize and issue obligations of the Corporation, secured and unsecured, to include therein such provisions as to redeemability, convertibility or otherwise, as the Board of Directors in its sole discretion may determine, and to authorize the mortgaging or pledging of, and to authorize and cause to be executed mortgages and liens upon, any property of the Corporation, real or personal, including after acquired property. (c) To determine whether any and, if any, what part of the net profits of the Corporation or of its net assets in excess of its capital shall be declared in dividends and paid to the stockholders, and to direct and determine the use and disposition thereof. (d) To set apart a reserve or reserves, and to abolish such reserve or reserves, or to make such other provisions, if any, as the Board of Directors may deem necessary or advisable for working capital, for additions, improvements and bettemients to plant and equipment, for expansion of the business of the Corporation (including the acquisition of real and personal property for this purpose) and for any other purpose of the Corporation. (e) To establish bonus, profit-sharing, pension, thrift and other types of incentive, compensation or retirement plans for the officers and employees (including %le -4- Confidential Treatment Requested by JPM-SDNY-00002201 JPMorgan Chase CONFIDENTIAL SDNY_GM_00271399 EFTA01480129