ARTICLE I Shareholders

Section 1.1. Annual Meeting. The annual meeting of shareholders of the Corporation for the election of directors and the transaction of such other business as may properly come before the meeting shall be held at such hour and place within the City of New York as the Board of Directors shall determine, or, if not so determined, at 10:00 A.M. on the last day in April at the principal office of the Corporation in the City of New York or, if that day shall be a Saturday, Sunday or a legal holiday in the place where the meeting is to be held, on the immediately preceding day not a Saturday, Sunday or a legal holiday. Section 1.2. Special Meetings. Special meetings of shareholders of the Corporation may be called by the Board of Directors, and shall be called by the Executive Chairman of the Board, the Chief Executive Officer, the President, a Managing Director or the Secretary at the written demand of a majority of the Board of Directors or the holders of at least twenty-five percent (25%) of the class or classes of shares or series thereof entitled to vote at such meeting. Any such call or demand shall state the purpose or purposes of the proposed meeting. On failure of any officer above specified to call a special meeting when duly demanded, any signer of such demand may call such meeting and give the notice thereof. Special meetings shall be held a