Common use of Committees Clause in Contracts

Committees. With the affirmative vote of a majority of the Whole Board of Directors, the Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors. 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 such committee. In the absence or disqualification of a member of any committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law and to the extent provided in a resolution of the Board of Directors, shall have and may exercise all of 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 (if one be adopted) to be affixed to all papers which may require it. Except as otherwise provided in the Certificate of Incorporation, these 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. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommittee, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members of such committee.

Committees. With (a) Subject to the affirmative provisions of these bylaws, the board of directors may, by vote of a majority of the Whole Board whole board, (i) designate, change the membership of Directors, or terminate the Board existence of Directors may designate one any committee or more committees, each committee to consist of one or more of the Directors. The Board directors, and to designate the Chairman of Directors may each such committee; (ii) designate one or more Directors directors as alternate members of any committee, such committee who may replace any absent or disqualified member at any meeting of such the committee. In the absence or disqualification of a member of any committee, the member or members thereof present at any meeting ; and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to (iii) determine the extent permitted by applicable law and to the extent provided in a resolution of the Board of Directors, which each such committee shall have and may exercise all the powers of the powers and authority board of the Board of Directors directors in the management of the business and affairs of the Corporationcorporation, and may including the power to authorize the seal of the Corporation (if one be adopted) corporation to be affixed to all papers which may require itit and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. Except Notwithstanding the forgoing, the board of directors shall establish at least the following four (4) committees: the Executive Committee, the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee. (b) The Executive Committee shall consist of at least four (4) directors, one of whom shall be the Chief Executive Officer of the corporation. Until the 2017 annual meeting of shareholders, one-half of the members of the Executive Committee shall have served as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution members of the Board of Directors designating of ConnectOne prior to the committeeMerger, a committee may create and one or more subcommittees, each subcommittee to consist half of one or more the members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee. Except Executive Committee shall have served as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution members of the Board of Directors designating the committee (or resolution of the committee designating corporation prior to the subcommittee, if applicable), a majority Merger. The Chief Executive Officer of the Directors then serving on a committee or subcommitteecorporation shall serve as the Chairman of the Executive Committee. The Executive Committee shall have and exercise the full authority of the board of directors in the management of the business of the corporation between meetings of the full board of directors, as applicableexcept to the extent any such exercise of authority is reserved by law to the full board of directors. (c) The Audit Committee shall consist of at least four (4) members, each of whom shall constitute a quorum for meet the transaction standards set forth in the charter of businessthe Audit Committee. Until the 2017 annual meeting of shareholders, and the vote of a majority one-half of the members of the committee or subcommittee, Audit Committee shall have served as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee members of the Board of Directors may be held at any time or placeof ConnectOne prior to the Merger, if any, within or without the State of Delaware whenever called by the Chairperson or a majority and one half of the members of the Audit Committee shall have served as members of the Board of Directors of the corporation prior to the Merger. The Audit Committee shall have the duties and powers set forth in its charter. (d) The Nominating and Corporate Governance Committee shall consist of at least four (4) members, each of whom shall meet the standards set forth in the charter of the Nominating and Corporate Governance Committee. Until the 2017 annual meeting of shareholders, one-half of the members of the Nominating and Corporate Governance Committee shall have served as members of the Board of Directors of ConnectOne prior to the Merger and one half of the members of the Nominating and Corporate Governance Committee shall have served as members of the Board of Directors of the corporation prior to the Merger. The Nominating and Corporate Governance Committee shall have the duties and powers set forth in its charter. (e) The Compensation Committee shall consist of at least four (4) members, each of which will meet the standards set forth in the charter of the Compensation Committee. Until the 2017 annual meeting of shareholders, one-half of the members of the Compensation Committee shall have served as members of the Board of Directors of ConnectOne prior to the Merger and one half of the members of the Compensation Committee shall have served as members of the Board of Directors of the corporation prior to the Merger. The Compensation Committee shall have the duties and powers set forth in its charter. (f) Except as the board of directors may otherwise determine or these bylaws otherwise provide, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such committeerules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors.

Committees. With (i) Subject to compliance with this Article 6, committees of the Board of Directors shall have and may exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. Any committee designated pursuant to this Section 6.02(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.02(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum and the affirmative vote of a majority of the Whole Board members present shall be necessary for the adoption by it of Directors, the Board of Directors may designate one or more committees, each committee to consist of one or more any resolution (except for obtaining Special Approval at meetings of the DirectorsAudit and Conflicts Committee, which requires the affirmative vote of a majority of the members of such committee). The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the Audit and Conflicts Committee must meet the standards for a Special Independent Director. In the absence or disqualification of a member of any a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Any ; provided, however, that any such committee, to the extent permitted by applicable law and to the extent provided in a resolution replacement member of the Board of Directors, shall have Audit and may exercise all of Conflicts Committee must meet the powers and authority of standards for a Special Independent Director. (ii) In addition to any other committees established by the Board of Directors in pursuant to Section 6.02(e)(i), the management Board of Directors shall maintain an “Audit and Conflicts Committee,” which shall be composed of at least three Special Independent Directors, not less than one of whom shall also meet the S&P Criteria. The Audit and Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the CorporationCompany and the MLP required to be considered by, or submitted to, such Audit and Conflicts Committee pursuant to the terms of the MLP Agreement, (B) assisting the Board in monitoring (1) the integrity of the MLP’s and the Company’s financial statements, (2) the qualifications and independence of the MLP’s and the Company’s independent accountants, (3) the performance of the MLP’s and the Company’s internal audit function and independent accountants, and may authorize (4) the seal MLP’s and the Company’s compliance with legal and regulatory requirements, (C) preparing the report required by the rules of the Corporation SEC to be included in the MLP’s annual report on Form 10-K, (if one be adoptedD) approving any material amendments to the Administrative Services Agreement, (E) approving or disapproving, as the case may be, the entering into of any transaction with a Member or any Affiliate of a Member, other than transactions in the ordinary course of business, (F) approving any of the actions described in Section 6.01(a)–(g) and Section 6.02(c)(iv) to be affixed to all papers which may require it. Except as otherwise provided in taken on behalf of the Certificate of Incorporation, these Bylaws, Company or the resolution MLP, (G) amending (1) Section 2.07, (2) the definitions of the Board of Directors designating the committee, a committee may create one “Independent Director” 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. Except as otherwise provided “Special Independent Director” in the Certificate of Incorporation, these Bylaws, Section 6.02(a) or the resolution definition of “S&P Criteria” in Attachment I, (3) the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), requirement that at least a majority of the directors be Independent Directors, (4) the requirement that at least three Independent Directors then serving on a committee or subcommitteebe Special Independent Directors, as applicable, shall constitute a quorum for (5) the transaction of business, and the vote of a majority of the requirement that at least one members of the committee Audit and Conflicts Committee meet the S&P Criteria, (6) Section 6.01(a)–(g) or subcommitteeSection 6.02(c)(iv) or (7) this Section 6.02(e)(ii), and (H) performing such other functions as the Board may assign from time to time, or as may be specified in the charter of the Audit and Conflicts Committee. In acting or otherwise voting on the matters referred to in this Section 6.02(e)(ii), to the fullest extent permitted by law, including Section 18-1101(c) of the Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, as applicableamended from time to time, present at a meeting at which a quorum is present the Directors constituting the Audit and Conflicts Committee shall be subject to the act requirements of Section 7.9 of the committee MLP Agreement and, when acting (or subcommitteerefraining from acting) in accordance with those requirements, as applicable. Special meetings any action (or inaction) taken (or omitted) by the Directors constituting the Audit and Conflicts Committee shall be permitted and deemed approved by all Members, and shall not constitute a breach of this Agreement, of the MLP Agreement, of any committee agreement contemplated herein or therein, or of the Board of Directors may be held at any time duty stated or place, if any, within implied by law or without the State of Delaware whenever called by the Chairperson or a majority of the members of such committeeequity.

Committees. With (a) The Board of Directors may, pursuant to this Certificate of Incorporation or the affirmative vote of a By-Laws or by resolution approved by the majority of the Whole Board of Directors, the Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors. The Board of Directors may designate one or more Directors as alternate members of any committeewhich, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of any committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law and to the extent provided in a resolution this Certificate of Incorporation, the Board of DirectorsBy-Laws or by resolution, to the fullest extent permitted by law, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, Corporation and may authorize the seal of the Corporation (if one be adopted) to be affixed to all papers which may require it. Except These committees shall include, but are not limited to, an Independent Nominating Committee, an Audit Committee, a Nominating and Governance Committee, a Compensation Committee and such other committees as otherwise provided determined by the Board of Directors (collectively, the “Committees”). (i) Each Committee must consist of two (2) or more of the Directors of the Corporation, one (1) of which must be a member of the Independent Nominating Committee. (ii) The Board of Directors, by resolution approved by a majority of the entire Board of Directors, shall designate members for each Committee in the Certificate of Incorporation, these Bylaws, compliance with specific membership requirements set forth herein and in any resolutions establishing such Committees. (iii) The Committees shall have such names as set forth herein or the as may be determined from time to time by resolution approved by a majority of the Board of Directors designating Directors. (iv) Each Committee shall keep regular minutes of its meetings and report the committee, a committee may create one or more subcommittees, each subcommittee same 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. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee when required. (or resolution v) All of the committee designating the subcommittee, if applicable), members of a majority of the Directors then serving on a committee or subcommittee, as applicable, Committee shall constitute a quorum for the transaction of business, and business at any meeting of such Committee. The Act of the vote of a majority of the members of the committee or subcommittee, as applicable, present a Committee at a meeting at which a quorum is present shall be the act of such Committee, unless otherwise set forth herein or in the charter to such Committee. (b) The Audit Committee shall consist of three (3) Receiver Directors (as hereinafter defined), one (1) of which must be a financial expert. The Audit Committee shall have such powers and responsibilities as set forth herein and as determined in the audit committee charter, to be approved by the majority of the entire Board of Directors, which include, but are not limited to the authority to supervise auditors and make decisions regarding accounting matters. For the purposes of this paragraph (b): (i) an independent Director will be an individual who, in accordance with Rule 4350 of the National Association of Securities Dealers Automated Quotations (“Nasdaq”), would be eligible for membership on an Audit Committee of a corporation listed on Nasdaq; and (ii) a financial expert will be an individual fulfilling the requirements of the definition set forth by the Securities and Exchange Commission in Item 407 of Regulation S-K. (c) The Independent Nominating Committee shall consist of three (3) directors initially designated as Receiver Directors by the Board of Directors as of October 10, 2008 and each other person nominated to election or subcommitteeappointment to the Board of Directors pursuant to this paragraph (c) (the “Receiver Directors”) and shall have such powers and responsibilities as determined in the independent nominating committee charter, to be approved by the majority of the entire Board of Directors, which include, but are not limited to: (i) the sole authority to nominate to the Board of Directors three (3) independent Directors and the chief executive officer to stand for election by stockholders in accordance with the Certificate of Incorporation and the By-Laws of the Corporation; and (ii) the sole authority to appoint to the Board of Directors replacements for vacancies of Receiver Directors and the directorship held by the chief executive officer, resulting from death, resignation, disqualification, removal or other cause, provided that any such appointment for replacement of the directorship previously held by a chief executive officer shall be the then-serving chief executive officer having been designated as applicable. Special meetings set forth in the By-Laws. (d) The Nominating and Governance Committee shall consist of three (3) directors designated as members of such committee as of October 10, 2008 and each other person designated as a member of the Nominating and Governance Committee resulting from any vacancies therein, two (2) of whom shall be Directors having been nominated by the Nominating and Governance Committee and one (1) of whom shall either be a Receiver Director or the chief executive officer, and shall have such powers and responsibilities as determined in the nominating and governance committee charter, to be approved by the majority of the entire Board of Directors, which include, but are not limited to: (i) The sole authority to nominate six (6) Directors, other than those Directors nominated by the Independent Nominating Committee, to stand for election by stockholders in accordance with this Certificate of Incorporation and the By-Laws; (ii) the sole authority to appoint replacements for vacancies of Directors previously nominated by the Nominating and Governance Committee, resulting from death, resignation, disqualification, removal or other cause; and (iii) the authority to establish governance principles. (e) The Compensation Committee shall consist of three (3) members selected by the majority of the entire Board of Directors, two (2) of whom shall be Receiver Directors and one (1) of whom shall be the Chairman of the Board of Directors may Directors. The Compensation Committee shall have such powers and responsibilities as determined in the compensation committee charter, which shall be held at any time or place, if any, within or without the State of Delaware whenever called approved by the Chairperson or a majority of the members entire Board of Directors. The powers and responsibilities of the Compensation Committee shall include, but not be limited to, approving all executive officer compensation matters, including salary levels, bonus levels, grants and issuances of new securities under existing stock plans, and recommending the adoption of new incentive plans to the Board of Directors, which shall in each case be subject to the further approval of the majority of the entire Board of Directors; provided, that, with respect to any award intended to constitute “performance-based compensation” within the meaning of Section 162(m) of the U.S. Internal Revenue Code and the regulations promulgated thereunder, the compensation committee charter shall provide for the delegation of its authority to a subcommittee of the Compensation Committee consisting solely of two “outside directors” within the meaning of such committeeSection of the U.S. Internal Revenue Code and the regulations promulgated thereunder. (f) The following actions must be approved by the Audit Committee and the majority of the entire Board of Directors: (i) Any action intended to result in the de-listing of the common stock of the Corporation from Nasdaq or any other exchange upon which such stock is listed for trading; (ii) Any commercial or other transaction including, without limitation, any squeeze-out of other stockholders effected by merger, reverse stock split or otherwise or any arrangement involving a management fee payable to Misys or its subsidiaries (other than the Corporation and its subsidiaries) and agreements between the Corporation or any of its subsidiaries, on the one hand, and Misys or any of its subsidiaries (other than the Corporation and its subsidiaries), on the other hand, other than transactions pursuant to the current terms of agreements entered into on or prior to the date hereof, or replacement agreements (so long as the terms of such replacement agreements are not less favorable to the Corporation); and (iii) Any change or modification to the audit committee charter in effect on October 10, 2008.

Committees. With the affirmative vote of (a) The Managers, by resolution adopted by a majority Supermajority of the Whole Board of Directorsfull Managers, the Board of Directors may designate one or more committees, each committee to consist of which shall be comprised of one or more of the Directors. The Board of Directors Managers, and may designate one or more Directors Managers as alternate members of any committee, who may may, subject to any limitations imposed by the Managers, replace any absent or disqualified member members at any meeting of such that committee. In the absence or disqualification of a member of any committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committeecommittee shall have the authority delegated to it in such resolution or in this Agreement, to the extent permitted by applicable law the Delaware Act. (b) The Managers shall have the power at any time to change the membership of any such committee and to the extent provided fill vacancies in a resolution of the Board of Directors, shall have and may exercise all of 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 (if one be adopted) to be affixed to all papers which may require it. Except as otherwise provided in the Certificate of Incorporation, these 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. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a A majority of the Directors then serving on a number of members of any such committee or subcommittee, as applicable, shall constitute a quorum for the transaction of business, and business unless a greater number is required by a resolution adopted by the vote Managers. The act of a the majority of the members of the a committee or subcommittee, as applicable, present at a any meeting at which a quorum is present shall be the act of the committee, unless the act of a greater number is required by a resolution adopted by the Managers. Each such committee or subcommitteemay elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Managers, as applicable. Special meetings of any committee shall be conducted in accordance with Sections 6.7, 6.8, 6.9, 6.10, 6.11, 6.12 and 12.3 hereof. Any member of any such committee elected or appointed by the Managers may be removed by the Managers whenever in their judgment the best interests of the Board of Directors may Company will be held at any time or placeserved thereby, but such removal shall be without prejudice to the contract rights, if any, within of the person so removed. Election or without appointment of a member of a committee shall not of itself create contract rights. (c) Notwithstanding the State foregoing, no committee of Delaware whenever called or established by the Chairperson or a majority Managers shall be entitled to act on behalf of the members Company on any matter that otherwise requires a Supermajority vote of such committeethe Managers. (d) Any action taken by any committee of the Managers shall promptly be recorded in the minutes and filed with the Secretary of the Company.

Committees. With the affirmative vote of a majority of the Whole (i) The Board of Directors, the Board of Directors may designate one or more committees, each committee to consist of one or more of the DirectorsDirectors or other Persons. The By-Laws may establish the initial committees, which may be altered, eliminated or restructured by an amendment to the By- Laws. The Board of Directors may designate one or more Directors or other Persons as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such the committee. In the absence or disqualification of a member of any committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law and to the extent provided in a resolution of the Board of Directors, shall have and may exercise all of 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 . (if one be adoptedii) to be affixed to all papers which may require it. Except as otherwise provided in by the Certificate By-Laws, members of Incorporation, these Bylaws, or a committee shall hold office for such period as may be fixed by a resolution adopted by the resolution Board. Any member 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 be removed from such committee only by the committee, and delegate to a subcommittee any or all of the powers and authority of the committeeBoard. Except as otherwise provided Vacancies in the Certificate membership of Incorporation, these Bylaws, any committee shall be filled by the Board. (iii) Each committee may adopt its own rules of procedure and may meet at stated times or on such notice as such committee may determine. Each committee shall keep regular minutes of its meetings and report the resolution of same to the Board of Directors designating when required. (iv) Unless otherwise required by the committee (or resolution of the committee designating the subcommittee, if applicable)By-Laws, a majority of the Directors then serving on a committee or subcommittee, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the such committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the an act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members of such committee. (v) To the extent provided in the resolution of the Board, any committee that consists solely of one or more Directors shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, except that such committee shall not have the powers of the Board with respect to approving any matters pertaining to the self-regulatory function of the Exchange or relating to the structure of the market which the Exchange regulates. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. In the absence or disqualification of a member of a committee composed solely of Directors, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

Committees. With the affirmative vote The Board of Directors, by resolution adopted by a majority of the Whole Board of Directorswhole Board, the Board of Directors may designate one or more committees, each committee directors to consist of one or more of the Directorsconstitute an Executive Committee. The Board of Directors Directors, by resolution adopted by a majority of the whole Board, may designate create one or more Directors other committees and appoint one or more directors to serve on such committee or committees. Each director appointed to serve on any such committee shall serve, unless the resolution designating the respective committee is sooner amended or rescinded by the Board of Directors, until the next annual meeting of the Board or until their respective successors are designated. The Board of Directors, by resolution adopted by a majority of the whole Board, may also designate additional directors as alternate members of any committee, committee to serve as members of such committee in the place and stead of any regular member or members thereof who may replace any absent be unable to attend a meeting or disqualified otherwise unavailable to act as a member at any meeting of such committee. In the absence or disqualification of a member and all alternate members designated to serve in the place and stead of any committeesuch member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously appoint another member of the Board of Directors director to act at the meeting in the place and stead of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law and to the extent provided in a resolution of the Board of Directors, The Executive Committee shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the CorporationCorporation between the meetings of the Board of Directors, and any other committee may authorize exercise the seal of the Corporation (if one be adopted) to be affixed to all papers which may require it. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution power and authority of the Board of Directors designating to the extent specified by the resolution establishing such 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. Except as otherwise provided in the Certificate of IncorporationIncorporation or these By-laws; provided, these Bylawshowever, that no committee may take any action that is expressly required by the Delaware Law or the resolution Certificate of Incorporation or these By-laws to be taken by the Board of Directors designating and not by a committee thereof. Each committee shall keep a record of its acts and proceedings, which shall form a part of the records of the Corporation in the custody of the Secretary, and all actions of each committee (shall be reported to the Board of Directors at the next meeting of the Board. Meetings of committees may be called at any time by the Chairman of the Board, if any, or resolution the chairman of the respective committee. A majority of the members of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommittee, as applicable, shall constitute a quorum for the transaction of businessbusiness and, and except as expressly limited by this section, the vote act of a majority of the members of the committee or subcommittee, as applicable, present at a any meeting at which there is a quorum is present shall be the act of such committee. Except as expressly provided in this section or in the committee or subcommitteeresolution designating the committee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members of any such committeecommittee may select its chairman, fix its rules of procedure, fix the time and place of its meetings and specify what notice of meetings, if any, shall be given.

Committees. With 5.12.1 The Governing Board may designate from among its members an Executive Committee and other committees, each consisting of two or more members of the Governing Board, and may also designate one or more of its members to serve as alternates on these committees; provided, that the Member holding a Majority in Interest of the Members shall have the right (but not the obligation) to designate a member of each of the committees of the Governing Board, which right may be exercised by the Member holding a Majority in Interest of the Members providing a notice to such effect (with respect to any one or more or all of such committees) to the Governing Board. To the extent permitted by law, the Executive Committee shall have all the authority of the Governing Board, except as the Governing Board otherwise provides, and the other committees shall have such authority as the Governing Board grants them. The minutes of the meetings of the Executive Committee shall be distributed to the members of the Governing Board upon their request. The Governing Board shall have power at any time to change the membership of any committees, to fill vacancies in their membership and to discharge any committees. All resolutions establishing or discharging committees, designating or changing members of committees, or granting or limiting authority of committees, may be adopted only by the affirmative vote of a majority of the Whole Board Governing Board. 5.12.2 Each committee shall keep regular minutes of Directors, the Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors. 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 such committee. In the absence or disqualification of a member of any committee, the member or members thereof present at any meeting its proceedings and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, report to the extent permitted by applicable law Governing Board as and to when the extent provided in a resolution of Governing Board requires. Unless the Governing Board of Directorsotherwise provides, shall have and may exercise all of 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 (if one be adopted) to be affixed to all papers which may require it. Except as otherwise provided in the Certificate of Incorporation, these 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. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommittee, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of any committee may determine its actions and the procedures to be followed at its meetings (which may include a procedure for participating in meetings by conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other), and may fix the time and place of its meetings. 5.12.3 Any action of a committee or subcommittee, as applicable, present at shall be taken without a meeting at which a quorum is present shall be if written consent to the act action signed by all the members of the committee or subcommittee, as applicable. Special meetings of any committee is filed with the minutes of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members of such committee.

Committees. With the affirmative vote of a majority of the Whole Board of Directors(a) Subject to Sections 19.1(b) and 19.2, the Board of Directors may designate one or more committeescommittees of the Board, each such committee to consist of one or more of the Directors. The Board of Directors may designate one four or more Directors during the Specified Period and thereafter not less than three Directors. Except as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In limited by the absence or disqualification of a member of any committeeStatute, the member Memorandum, the Articles or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any resolution establishing such committee, to the extent permitted by applicable law and to the extent provided in a resolution of the Board of Directors, each committee shall have and may exercise all of the powers and authority of the Board of Directors as specified in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation (if one be adopted) Articles with respect to be affixed to all papers which may require it. Except each such committee or as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating may determine and specify in the respective resolutions appointing each such committee. Subject to Sections 19.1(b) and 19.2, a committee may create one or more subcommittees, each subcommittee to consist majority of one or more members of the committee, and delegate to a subcommittee any or all of the powers members of any such committee may elect the Chairman of such committee and authority may fix the time and place of its meetings, unless the committee. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, Articles or the resolution of the Board of Directors designating the shall otherwise provide, and meetings of any committee (may be held upon such notice, or resolution of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommitteewithout notice, as applicableshall from time to time be determined by the members of any such committee. At all meetings of any committee, any three of its members shall constitute a quorum for the transaction of business, and the vote act of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of any such committee, unless otherwise specifically provided by the Statute, the Memorandum, the Articles or the resolution establishing such committee. The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors when required. The Board of Directors shall have power at any time to change the number, subject as aforesaid, and members of any such committee, to fill vacancies and to modify the powers of (except that powers of committees established by the Articles shall not be decreased) or discharge any such committee. Such committee or subcommitteecommittees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. (b) As long as SFIC Holdings has the right to designate a Director pursuant to the first sentence of Section 35.1(a), as applicable. SFIC Holdings shall have the right, by notice in writing to the Board of Directors, to appoint one designee (being a KPC Designee on the Board of Directors) to each committee, including the Audit, Nominating and Governance, Compensation and Executive Committees, of the Board of Directors; provided, however, that if any applicable law or regulation of the New York Stock Exchange shall prohibit the Board from appointing a designee who is not an Independent Director to serve on any committee, at any time at which there is no such designee of SFIC Holdings who is an Independent Director, SFIC Holdings shall not be permitted to appoint any designee of SFIC Holdings to serve on such committee. (c) The provisions of Section 19.1(b) and this Section 19.1(c) may only be altered or amended by a Special meetings Resolution passed at a meeting of any committee the Company at which a Special Quorum of Shareholders is present. 19.2 Until further action of the Board of Directors may be held at any time or placecreating additional committees, if any, within or without the State of Delaware whenever called by following shall constitute the Chairperson or a majority committees of the members Board of such committee.Directors:

Committees. With the affirmative vote The Board of Directors may, by resolution passed by a majority of the Whole whole Board of Directors, the Board of Directors may designate one or more committees, each committee to consist of one or more of the Directorsdirectors of the Company. The Board of Directors may designate one or more of the directors of the Company to sit on any 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 such the committee. In the absence or disqualification of a member of any the committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law and to the extent provided in a the resolution of the Board of DirectorsDirectors establishing such committee, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the CorporationCompany, and may authorize the seal of the Corporation (if one be adopted) Company to be affixed to all papers which may require it. Except as otherwise provided in Each committee shall keep regular minutes and report to the Certificate Board of Incorporation, these BylawsDirectors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or the resolution any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors designating is required under applicable law. The Board of Directors shall have the committee, power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, elect a chairman and delegate to a subcommittee any or all of the powers appoint such subcommittees and authority of the committeeassistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the Certificate of Incorporation, these Bylaws, or the resolution of same manner as the Board of Directors designating conducts its business pursuant to this Article III as the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommittee, as applicable, same shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall from time to time be the act of the committee or subcommittee, as applicableamended. Special meetings Any member of any such committee of elected or appointed by the Board of Directors may be held at any time or placeremoved by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members person so removed. Election or appointment of such committeea member of a committee shall not of itself create contract rights.

Committees. With the affirmative vote of a majority of the Whole Board of Directors, the The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation with such lawfully delegable powers and duties as the Board of Directors thereby confers, to serve at the pleasure of the Board of Directors. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such the committee. In the absence or disqualification of a member at any meeting of any a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she such member or they 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 permitted by applicable law and to the extent provided in a the resolution of the Board of DirectorsDirectors and to the extent permitted by law, shall have and may exercise all of 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 (if one be adopted) to be affixed to all papers which may require it, but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by law to be submitted to stockholders for approval or (ii) adopting, amending or repealing any bylaw of the Corporation. 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 Bylaws for the Board of Directors. Except as otherwise provided in the Certificate of Incorporation, these 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. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommittee, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members of such committee.

Committees. With (i) Subject to compliance with this Article 6, committees of the Board of Directors shall have and may exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. Any committee designated pursuant to this Section 6.02(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.02(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum and the affirmative vote of a majority of the Whole Board members present shall be necessary for the adoption by it of Directors, the Board of Directors may designate one or more committees, each committee to consist of one or more any resolution (except for obtaining Special Approval at meetings of the DirectorsAudit and Conflicts Committee, which requires the affirmative vote of a majority of the members of such committee). The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the Audit and Conflicts Committee must meet the standards for a Special Independent Director. In the absence or disqualification of a member of any a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Any ; provided, however, that any such committee, to the extent permitted by applicable law and to the extent provided in a resolution replacement member of the Board of Directors, shall have Audit and may exercise all of Conflicts Committee must meet the powers and authority of standards for a Special Independent Director. (ii) In addition to any other committees established by the Board of Directors in pursuant to Section 6.02(e)(i), the management Board of Directors shall maintain an “Audit and Conflicts Committee,” which shall be composed of at least three Special Independent Directors, not less than two of whom shall also meet the S&P Criteria. The Audit and Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the CorporationCompany, the MLP and the OLP required to be considered by, or submitted to, such Audit and Conflicts Committee pursuant to the terms of the MLP Agreement and the Amended and Restated Agreement of Limited Partnership of the OLP, (B) assisting the Board in monitoring (1) the integrity of the MLP’s, the OLP’s and the Company’s financial statements, (2) the qualifications and independence of the MLP’s, the OLP’s and the Company’s independent accountants, (3) the performance of the MLP’s, the OLP’s and the Company’s internal audit function and independent accountants, and may authorize (4) the seal MLP’s, the OLP’s and the Company’s compliance with legal and regulatory requirements, (C) preparing the report required by the rules of the Corporation (if one be adopted) SEC to be affixed to all papers which may require it. Except as otherwise provided included in the Certificate MLP’s annual report on Form 10-K, (D) approving any material amendments to the Administrative Services Agreement, (E) approving or disapproving, as the case may be, the entering into of Incorporationany transaction with a Member or any Affiliate of a Member, these Bylawsother than transactions in the ordinary course of business, (F) approving any of the actions described in Section 6.01(a)-(g) and Section 6.02(c)(v)to be taken on behalf of the Company or the MLP, (G) amending (1) Section 2.07, (2) the definitions of “Independent Director” or “Special Independent Director” in Section 6.02(a), or the resolution definition of “S&P Criteria” in Attachment I, (3) 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. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), requirement that at least a majority of the directors be Independent Directors, (4) the requirement that at least three Independent Directors then serving be Special Independent Directors, (5) the requirement that at least two members of the Audit and Conflicts Committee meet the S&P Criteria, (6) Sections 6.01(a)-(g) or 6.02(c)(v) or (7) this Section 6.02(e)(ii), and (H) performing such other functions as the Board may assign from time to time, or as may be specified in the charter of the Audit and Conflicts Committee. In acting or otherwise voting on a committee the matters referred to in this Section 6.02(e)(ii), to the fullest extent permitted by law, including Section 18-1101(c) of the Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, the Directors constituting the Audit and Conflicts Committee shall consider only the interest of the Company or subcommitteethe MLP, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members of such committeeincluding its respective creditors.

Committees. With (a) The Association will at all times maintain two standing committees, referred to for the affirmative vote purposes of a majority these Articles as the “Finance Committee” and the “Governance and Human Resources Committee”, the name of such committees to be determined by the Whole Board from time to time, which shall be comprised of Directorsthose persons and shall have those duties and powers as set out in these Articles and in any separate terms of reference adopted by the Board. (b) In addition to the Finance Committee and the Governance and Human Resources Committee established by these Articles, the Board of Directors may designate one create such other standing and special committees as may from time to time be required. Any such committee will limit its activities to the purpose or more committees, each committee to consist of one purposes for which it is created and will have no powers except those specifically conferred on it by the Board or more of the Directorsthese Articles. The Board may delegate any, but not all, 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 its powers to such committee. In the absence or disqualification of a member of any committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law and to the extent provided in a resolution of the Board of Directors, shall have and may exercise all of 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 (if one be adopted) to be affixed to all papers committees which may require it. Except be in whole or in part composed of directors as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the it thinks fit. (c) Unless specifically designated as a standing committee, a committee may create one is deemed to be a special committee and any special committee so created must be created for a specified time period. (d) Any standing or more subcommitteesspecial committee will, each subcommittee to consist of one or more members of in the committee, and delegate to a subcommittee any or all exercise of the powers and authority of delegated to it, conform to any rules that may from time to time be imposed by the committee. Except as otherwise provided Board in the Certificate terms of Incorporationreference applicable to it or otherwise, these Bylaws, and will report every act or thing done in exercise of those powers at the resolution next meeting of the Board of Directors designating held after it has been done, or at such other time or times as the Board may determine. (e) Unless otherwise determined by the Board, each committee (or resolution of the committee designating the subcommittee, if applicable), shall have power to fix its quorum at not less than a majority of the Directors then serving its members, to elect its chair based on a committee or subcommittee, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called such recommendations received by the Chairperson or a majority of the members of such committeeGovernance and Human Resources Committee and to regulate its procedure.

Committees. With (i) Subject to compliance with this Article 6, committees of the Board of Directors shall have and may exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. Any committee designated pursuant to this Section 6.02(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.02(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum and the affirmative vote of a majority of the Whole Board members present shall be necessary for the adoption by it of Directors, the Board of Directors may designate one or more committees, each committee to consist of one or more any resolution (except for obtaining Special Approval at meetings of the DirectorsAudit and Conflicts Committee, which requires the affirmative vote of a majority of the members of such committee). The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the Audit and Conflicts Committee must meet the standards for a Special Independent Director. In the absence or disqualification of a member of any a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Any ; provided, however, that any such committee, to the extent permitted by applicable law and to the extent provided in a resolution replacement member of the Board of Directors, shall have Audit and may exercise all of Conflicts Committee must meet the powers and authority of standards for a Special Independent Director. (ii) In addition to any other committees established by the Board of Directors in pursuant to Section 6.02(e)(i), the management Board of Directors shall maintain an “Audit and Conflicts Committee,” which shall be composed of at least three Special Independent Directors. The Audit and Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the CorporationCompany and EPE required to be considered by, or submitted to, such Audit and Conflicts Committee pursuant to the terms of the EPE Agreement, (B) assisting the Board in monitoring (1) the integrity of EPE’s and the Company’s financial statements, (2) the qualifications and independence of EPE’s and the Company’s independent accountants, (3) the performance of EPE’s and the Company’s internal audit function and independent accountants, and may authorize (4) EPE’s and the seal Company’s compliance with legal and regulatory requirements, (C) preparing the report required by the rules of the Corporation SEC to be included in EPE’s annual report on Form 10-K, (if one be adoptedD) approving any material amendments to the Administrative Services Agreement, (E) approving or disapproving, as the case may be, the entering into of any transaction with a Member or any Affiliate of a Member, other than transactions in the ordinary course of business, (F) approving any of the actions described in Section 6.01(a) – (g) and Section 6.02(c)(iv) and (v) to be affixed to all papers which may require it. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution taken on behalf of the Board Company or EPE, (G) amending (1) Section 2.07, (2) the definitions of Directors designating the committee, a committee may create one “Independent Director” 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. Except as otherwise provided “Special Independent Director” in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicableSection 6.02(a), (3) the requirement that at least a majority of the directors be Independent Directors, (4) the requirement that at least three directors be Special Independent Directors, (5) Sections 6.01(a) – (g) or 6.02 (c)(v) or (6) this Section 6.02(e)(ii), and (H) performing such other functions as the Board may assign from time to time, or as may be specified in the charter of the Audit and Conflicts Committee. In acting or otherwise voting on the matters referred to in this Section 6.02(e)(ii), to the fullest extent permitted by law, including Section 18-1101(c) of the Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, the Directors then serving on a committee constituting the Audit and Conflicts Committee shall consider only the interest of the Company or subcommitteeEPE, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members of such committeeincluding its respective creditors.

Committees. With (i) Subject to compliance with this Article 6, committees of the Board of Directors shall have and may exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. Any committee designated pursuant to this Section 6.02(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.02(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum and the affirmative vote of a majority of the Whole Board members present shall be necessary for the adoption by it of Directors, the Board of Directors may designate one or more committees, each committee to consist of one or more of the Directorsany resolution. The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the Audit and Conflicts Committee must meet the standards for a Special Independent Director. In the absence or disqualification of a member of any a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Any ; provided, however, that any such committee, to the extent permitted by applicable law and to the extent provided in a resolution replacement member of the Board of Directors, shall have Audit and may exercise all of Conflicts Committee must meet the powers and authority of standards for a Special Independent Director. (ii) In addition to any other committees established by the Board of Directors in pursuant to Section 6.02(e)(i), the management Board of Directors shall maintain an "AUDIT AND CONFLICTS COMMITTEE," which shall be composed of at least three Special Independent Directors. The Audit and Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the CorporationCompany, the MLP and the OLP required to be considered by, or submitted to, such Audit and Conflicts Committee pursuant to the terms of the MLP Agreement and the Amended and Restated Agreement of Limited Partnership of the OLP, (B) assisting the Board in monitoring (1) the integrity of the MLP's, the OLP's and the Company's financial statements, (2) the qualifications and independence of the MLP's, the OLP's and the Company's independent accountants, (3) the performance of the MLP's, the OLP's and the Company's internal audit function and independent accountants, and may authorize (4) the seal MLP's, the OLP's and the Company's compliance with legal and regulatory requirements, (C) preparing the report required by the rules of the Corporation (if one be adopted) SEC to be affixed to all papers which may require it. Except as otherwise provided included in the Certificate MLP's and OLP's annual report on Form 10-K, (D) approving any material amendments to the Administrative Services Agreement dated as of IncorporationJanuary 1, these Bylaws2004, between the Company, the MLP, the OLP and Enterprise Products Company and others, (E) approving or disapproving, as the resolution case may be, the entering into of the Board any transaction with a Member or any Affiliate of Directors designating the committeea Member, 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. Except as otherwise provided other than transactions in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommittee, as applicable, shall constitute a quorum for the transaction ordinary course of business, and (F) performing such other functions as the vote of a majority Board may assign from time to time, or as may be specified in the charter of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members of such committeeAudit and Conflicts Committee.

Committees. With (i) The Board of Directors may from time to time establish committees to exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. Any committee designated pursuant to this Section 6.2(f) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.2(e), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of all the members thereof shall constitute a quorum and the affirmative vote of a majority of the Whole Board members present shall be necessary for the adoption by it of Directors, the Board of Directors may designate one or more committees, each committee to consist of one or more of the Directorsany resolution. The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee. ; provided, however, that any such designated alternate of the Audit Committee, Compensation Committee or the Conflicts Committee must meet the standards for an Independent Director. (ii) In the absence or disqualification of a member of addition to any committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of other committees established by the Board of Directors pursuant to act at the meeting in place of any such absent or disqualified member. Any such committeeSection 6.2(f)(i), to the extent permitted by applicable law and to the extent provided in a resolution of the Board of Directors, shall have and may exercise all of the powers and authority of the Board of Directors in shall maintain an “Audit Committee,” “Compensation Committee” and a “Conflicts Committee” to meet the management Company’s obligations as the general partner of the MLP pursuant to the terms of the MLP Agreement. The Audit Committee and the Compensation Committee shall each be composed of at least three (3) Independent Directors, and the Conflicts Committee shall be composed of three (3) Directors, at least two (2) of which shall be Independent Directors. Any Independent Director may serve on any or all of the Audit Committee, the Compensation Committee and the Conflicts Committee. (A) The Conflicts Committee shall be responsible for (1) approving or disapproving, as the case may be, any matters regarding the business and affairs of the CorporationCompany and the MLP required to be considered by, and may authorize or submitted to, the seal Conflicts Committee pursuant to the terms of the Corporation MLP Agreement, (if one be adopted2) to be affixed to all papers which approving or disapproving, as the case may require it. Except as otherwise provided be, the entering into of any material transaction between the Company and a Member or any Affiliate of a Member, other than transactions in the Certificate ordinary course of Incorporationbusiness, these Bylaws(3) approving any of the following actions: (I) make or consent to a general assignment for the benefit of the creditors of the MLP; (II) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the MLP, or otherwise seek, with respect to the resolution MLP, relief from debts or protection from creditors generally; (III) file or consent to the filing of a petition or answer seeking for the MLP a liquidation, dissolution, arrangement, or similar relief under any law; (IV) file an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Company or the MLP in a proceeding of the Board type described in any of Directors designating clauses (I)-(III) of this Section 6.2(f)(ii)(A); (V) seek, consent to or acquiesce in the committeeappointment of a receiver, a committee may create one liquidator, conservator, assignee, trustee, sequestrator, custodian or more subcommittees, each subcommittee to consist any similar official for the MLP or for all or any substantial portion of one such entity’s properties; (VI) sell all or more members of the committee, and delegate to a subcommittee any or substantially all of the powers and authority assets of the committee. Except as otherwise provided MLP; (VII) dissolve or liquidate the MLP, other than in accordance with Article XII of the Certificate MLP Agreement; and (VIII) merge or consolidate the MLP; (4) amending (I) Section 2.9, (II) the definition of Incorporation“Independent Director” in Section 6.2(b), these Bylaws(III) the requirement that at least two (2) of the directors of the Conflicts Committee be Independent Directors, or (IV) this Section 6.2(f)(ii)(A); and (5) performing such other functions as the resolution Board may assign from time to time, or as may be specified in a written charter of the Board of Directors designating Conflicts Committee. In acting or otherwise voting on the committee (or resolution matters referred to in this Section 6.2(f)(ii)(A), to the fullest extent permitted by Law, including Section 18-1101(c) of the committee designating the subcommittee, if applicable), a majority Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, the Directors then serving on a committee constituting the Conflicts Committee shall consider only the interest of the Company or subcommitteethe MLP, as applicable, including their respective creditors. (B) The Audit Committee shall constitute be responsible for: (1) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company and the MLP required to be considered by, or submitted to, the Audit Committee pursuant to the terms of the MLP Agreement and the requirements of the NASDAQ, Section 10A(m) of the Securities Exchange Act, the rules and regulations of the SEC, other Applicable Law and the charter of the Audit Committee; (2) assisting the Board in monitoring (I) the integrity of the MLP’s financial statements, (II) the qualifications and independence of the MLP’s independent accountants, (III) retaining the MLP and Company independent accountants and other financial advisors as it may deem necessary from time to time, (IV) the performance of the MLP’s and Company's internal audit functions and the independent accountants, and (V) the MLP’s and Company's compliance with legal and regulatory requirements; and (3) performing such other functions as the Board may assign from time to time, or as may be specified in a quorum written charter of the Audit Committee. (C) The Compensation Committee shall be responsible for: (1) reviewing and approving goals and objectives underlying the compensation of the Chief Executive Officer (“CEO”), evaluating the CEO’s performance in accordance with those goals and objectives, and determining and approving the CEO’s compensation; (2) recommending to the Board the compensation of executive officers other than the CEO, subject to Board approval; (3) administering any incentive compensation and equity-based plans, subject to Board approval; (4) preparing the compensation report required by the rules and regulations of the SEC; and (5) performing such other functions as may be specified in a written charter for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members of such committeeCompensation Committee.

Committees. With the affirmative vote of a majority of the Whole 6.6.1 The Board of Directors, the Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors. 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 any such committee. In the absence or disqualification of a member of any a committee, and in the absence of a designation by the Board of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she such member or they 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 permitted by applicable law and to the extent provided in a the resolution of the Board of Directorsestablishing such committee, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the CorporationCompany. Each committee shall keep regular minutes and report to the Board when required; provided, and may authorize that the seal ▇▇▇▇▇▇▇ Director, any officer or employee of the Corporation Company serving as a Director, the EIK Manager or any of their respective Affiliates may be excluded from the portion of any meeting of any such committee and shall not be entitled to receive any materials or minutes of such meeting, in each case, to the extent (if one be adopteda) such meeting, materials or minutes relate Doc#: US1:15482657v3 to be affixed to all papers which may require it. Except as otherwise provided in the Certificate compensation of Incorporation, these Bylawssuch Person, or (b) required to avoid any conflict of interest or to maintain the resolution privileged status of such discussion or materials. 6.6.2 The Board may form an advisory committee (the “Advisory Committee”) comprising of such Persons (including industry experts and other third party professionals) and having such responsibilities as the Board determines, in each case, in consultation with ▇▇▇▇▇▇▇, so long as he is the Chairman 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 Board. The role of the committeeAdvisory Committee shall be to provide the Board, the Company and delegate the Company’s senior officers with independent guidance and strategic advice in order to a subcommittee any or all further enhance the value of the powers and Business. In connection with forming the Advisory Committee, the Board shall have the authority to determine, in consultation with ▇▇▇▇▇▇▇ so long as he is the Chairman of the committee. Except as otherwise provided in Board, the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommittee, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority compensation of the members of the committee Advisory Committee to be paid in consideration for services rendered to the Company (including the issuance of Equity Securities or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act creation of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members of such committeeadditional incentive compensation plans).

Committees. With (i) Subject to compliance with this Article 6, committees of the Board of Directors shall have and may exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. Any committee designated pursuant to this Section 6.02(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.02(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum and the affirmative vote of a majority of the Whole Board members present shall be necessary for the adoption by it of Directors, the Board of Directors may designate one or more committees, each committee to consist of one or more any resolution (except for obtaining Special Approval at meetings of the DirectorsAudit and Conflicts Committee, which requires the affirmative vote of a majority of the members of such committee). The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the Audit and Conflicts Committee must meet the standards for a Special Independent Director. In the absence or disqualification of a member of any a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Any ; provided, however, that any such committee, to the extent permitted by applicable law and to the extent provided in a resolution replacement member of the Board of Directors, shall have Audit and may exercise all of Conflicts Committee must meet the powers and authority of standards for a Special Independent Director. (ii) In addition to any other committees established by the Board of Directors in pursuant to Section 6.02(e)(i), the management Board of Directors shall maintain an “Audit and Conflicts Committee,” which shall be composed of at least three Special Independent Directors. The Audit and Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the CorporationCompany and EPE required to be considered by, or submitted to, such Audit and Conflicts Committee pursuant to the terms of the EPE Agreement, (B) assisting the Board in monitoring (1) the integrity of EPE’s and the Company’s financial statements, (2) the qualifications and independence of EPE’s and the Company’s independent accountants, (3) the performance of EPE’s and the Company’s internal audit function and independent accountants, and may authorize (4) EPE’s and the seal Company’s compliance with legal and regulatory requirements, (C) preparing the report required by the rules of the Corporation SEC to be included in EPE’s annual report on Form 10-K, (if one be adoptedD) approving any material amendments to the Administrative Services Agreement, (E) approving or disapproving, as the case may be, the entering into of any transaction with a Member or any Affiliate of a Member, other than transactions in the ordinary course of business, (F) approving any of the actions described in Section 6.01(a) – (g) and Section 6.02(c)(iv) and (v) to be affixed to all papers which may require it. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution taken on behalf of the Board Company or EPE, (G) amending (1) Section 2.07, (2) the definitions of Directors designating the committee, a committee may create one “Independent Director” 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. Except as otherwise provided “Special Independent Director” in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicableSection 6.02(a), (3) the requirement that at least a majority of the directors be Independent Directors, (4) the requirement that at least three directors be Special Independent Directors then serving or (5) this Section 6.02(e)(ii), and (H) performing such other functions as the Board may assign from time to time, or as may be specified in the charter of the Audit and Conflicts Committee. In acting or otherwise voting on a committee the matters referred to in this Section 6.02(e)(ii), to the fullest extent permitted by law, including Section 18-1101(c) of the Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, the Directors constituting the Audit and Conflicts Committee shall consider only the interest of the Company or subcommitteeEPE, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members of such committeeincluding its respective creditors.

Committees. With (i) Subject to compliance with this Article 6, committees of the Board of Directors shall have and may exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. Any committee designated pursuant to this Section 6.2(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.2(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum and the affirmative vote of a majority of the Whole Board members present shall be necessary for the adoption by it of Directors, the Board of Directors may designate one or more committees, each committee to consist of one or more any resolution (except for obtaining Special Approval at meetings of the DirectorsAudit and Conflicts Committee, which requires the affirmative vote of a majority of the members of such committee). The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the Audit and Conflicts Committee must meet the standards for an Independent Director. In the absence or disqualification of a member of any a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Any ; provided, however, that any such committee, to the extent permitted by applicable law and to the extent provided in a resolution replacement member of the Board of Directors, shall have Audit and may exercise all of Conflicts Committee must meet the powers and authority of standards for an Independent Director. (ii) In addition to any other committees established by the Board of Directors in pursuant to Section 6.2(e)(i), the management Board of Directors shall maintain an “Audit and Conflicts Committee,” which shall be composed of at least three Independent Directors. The Audit and Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the CorporationCompany and ETE required to be considered by, or submitted to, such Audit and Conflicts Committee pursuant to the terms of the ETE Agreement, (B) assisting the Board in monitoring (1) the integrity of ETE’s and the Company’s financial statements, (2) the qualifications and independence of ETE’s and the Company’s independent accountants, (3) the performance of ETE’s and the Company’s internal audit function and independent accountants, and may authorize (4) ETE’s and the seal Company’s compliance with legal and regulatory requirements, (C) preparing the report required by the rules of the Corporation (if one be adopted) SEC to be affixed included in ETE’s annual report on Form 10-K, (D) approving any material amendments to all papers which the Shared Services Agreement, (E) approving or disapproving, as the case may require it. Except as otherwise provided be, the entering into of any material transaction with a Member or any Affiliate of a Member, other than transactions in the Certificate ordinary course of Incorporation, these Bylaws, or business to the resolution of extent that the Board of Directors designating requests the committeeAudit and Conflicts Committee to make such determination, a committee may create one or more subcommittees, each subcommittee to consist of one or more members (F) approving any of the committeeactions described in Section 6.1(a) — (g) and Section (c)(v) to be taken on behalf of the Company or ETE, (G) amending (1) Section 2.9, (2) the definition of “Independent Director” in Section 6.2(a), (3) the requirement that at least three of the directors be Independent Directors, (4) Sections 6.1(a) — (g) or 6.2 (c)(v) or (5) this Section 6.2(e)(ii), and delegate (H) performing such other functions as the Board may assign from time to time, or as may be specified in a subcommittee any or all written charter of the powers Audit and authority Conflicts Committee. In acting or otherwise voting on the matters referred to in this Section 6.2(e)(ii), to the fullest extent permitted by law, including Section 18-1101(c) of the committee. Except Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, as otherwise provided in amended from time to time, the Certificate Directors constituting the Audit and Conflicts Committee shall consider only the interest of Incorporationthe Company or ETE, these Bylawsas applicable, or the resolution of including their respective creditors. (iii) In addition to any other committees established by the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicablepursuant to Section 6.2(e)(i), a majority of the Directors then serving on a committee or subcommittee, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members of such committee.shall maintain a

Committees. With the affirmative vote of a majority (a) The Board may establish committees of the Whole Board and may delegate any of its responsibilities, except as otherwise prohibited by law, to such committees. (b) The Board shall have an audit committee comprised of (i) one Director before the IPO, who need not be an Independent Director and (ii) up to three Directors after the IPO, all of whom shall be Independent Directors. Such audit committee shall establish a written audit committee charter in accordance with the rules of the NYSE (or such other national securities exchange or quotation service on which the Common Units may be listed), as amended from time to time. (c) The Board shall have a conflicts committee comprised entirely of Independent Directors and none of whom shall be (1) security holders, officers or employees of the Company, (2) officers, directors or employees of any affiliate of the Company, or (3) holders of any ownership interest in the Partnership or any of its subsidiaries other than Common Units and awards that may be granted to such Person under the Long Term Incentive Plan. The conflicts committee shall be composed of one Independent Director at any time where there is only one Independent Director on the Board and shall be composed of Directors may designate one two or more committees, each committee to consist of Independent Directors if there is more than one or more of Independent Director on the DirectorsBoard. The Board of Directors may designate one or more Directors as alternate members conflicts committee shall function in the manner described in the Partnership Agreement. (d) A majority of any committee, who may replace any absent present in person or disqualified member at any meeting of such committee. In the absence or disqualification of a member of any committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting participating in place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law and to the extent provided in a resolution of the Board of Directors, shall have and may exercise all of 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 (if one be adopted) to be affixed to all papers which may require it. Except as otherwise provided in the Certificate of Incorporation, these 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. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommittee, as applicableaccordance with Section 7.7, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members business of such committee. (e) A majority of any committee may determine its action and fix the time and place of its meetings unless the Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 7.5. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. (f) Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of persons who are not Directors; provided, however, that no such committee shall have or may exercise any authority of the Board.

Committees. With (i) Subject to compliance with this Article VI, committees of the Board shall have and may exercise such of the powers and authority of the Board with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board. Any committee designated pursuant to this Section 6.2(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board when requested, and, subject to Section 6.2(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum and the affirmative vote of a majority of the Whole Board members present shall be necessary for the adoption by it of Directors, the Board of Directors may designate one or more committees, each committee to consist of one or more any resolution (except for obtaining Special Approval at meetings of the DirectorsConflicts Committee, which requires the affirmative vote of a majority of the members of such committee). The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the Audit Committee or the Conflicts Committee must meet the standards for an Independent Director. In the absence or disqualification of a member of any a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Any ; provided, however, that any such committee, to the extent permitted by applicable law and to the extent provided in a resolution replacement member of the Board of Directors, shall have and may exercise all of Audit Committee or the powers and authority of Conflicts Committee must meet the standards for an Independent Director. (ii) In addition to any other committees established by the Board pursuant to Section 6.2(e)(i), the Board shall maintain a "CONFLICTS COMMITTEE," which shall be composed of Directors in at least two Independent Directors. The Conflicts Committee shall be responsible for (A) approving or disapproving, as the management of case may be, any matters regarding the business and affairs of the CorporationCompany, and may authorize MLP GP or the seal of the Corporation (if one be adopted) to be affixed to all papers which may require it. Except as otherwise provided in the Certificate of Incorporation, these BylawsMLP considered by, or submitted to, such Conflicts Committee at the resolution request of the Board pursuant to the terms of Directors designating this Agreement or the committeeMLP GP Agreement or the MLP Partnership Agreement, (B) approving any material amendments to the Omnibus Agreement or Operating Agreement, (C) approving or disapproving, as the case may be, the entering into of any material transaction with a committee Member or any Affiliate of a Member, other than transactions in the ordinary course of business to the extent that the Board requests the Conflicts Committee to make such determination, (D) amending (1) Section 2.8, (2) the definitions of "Independent Director" in Section 6.2(a) or (3) this Section 6.2(e)(ii), and (E) performing such other functions as the Board may create one assign from time to time or more subcommittees, each subcommittee to consist of one or more members as may be specified in a written charter of the committeeConflicts Committee. In acting or otherwise voting on the matters referred to in this Section 6.2(e)(ii), to the fullest extent permitted by law, including Section 18-1101(c) of the Delaware Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, the Directors constituting the Conflicts Committee shall consider only the interest of the MLP, including its respective creditors. (iii) In addition to any other committees established by the Board pursuant to Section 6.2(e)(i), the Board shall maintain an "AUDIT COMMITTEE," which shall be composed of (A) at least one Independent Director at the time of the closing of the IPO, (B) at least two Independent Directors at all times from and after the 90th day following the effective date of the registration statement related to the IPO and (C) at least three Independent Directors at all times from and after the first anniversary of the effective date of the registration statement related to the IPO. The Audit Committee shall be responsible for (A) assisting the Board in monitoring (1) the integrity of the MLP's financial statements, (2) the qualifications and independence of the MLP's independent accountants, (3) the performance the internal audit function and independent accountants of the Company, MLP GP and the MLP, and delegate to a subcommittee any or all (4) the MLP's compliance with legal and regulatory requirements and (B) preparing the report required by the rules of the powers and authority SEC to be included in the MLP's annual report on Form 10-K. The Audit Committee shall perform such other functions as the Board may assign from time to time or as may be specified in a written charter for the Audit Committee adopted by the Board. (iv) In addition to any other committees established by the Board pursuant to Section 6.2(e)(i), the Board shall maintain an "COMPENSATION COMMITTEE," which shall be composed of at least one Independent Director. The Compensation Committee shall be responsible for setting the compensation for officers of the committeeCompany as well as administering any incentive plans adopted by the Company. Except The Compensation Committee shall perform such other functions as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (may assign from time to time or resolution of the committee designating the subcommittee, if applicable), as may be specified in a majority of the Directors then serving on a committee or subcommittee, as applicable, shall constitute a quorum written charter for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called Compensation Committee adopted by the Chairperson or a majority of the members of such committeeBoard.

Committees. With the affirmative vote (a) The Board of Directors, by resolution adopted by a majority of the Whole whole Board, may create one or more committees and appoint one or more directors to serve on such committee or committees. Each director appointed to serve on any such committee shall serve, unless the resolution designating the respective committee is sooner amended or rescinded by the Board of Directors, until the next annual meeting of the Board of Directors may designate one or more committees, each committee to consist of one or more of the Directorsuntil their respective successors are designated. The Board of Directors Directors, by resolution adopted by a majority of the whole Board, may also designate one or more Directors additional directors as alternate members of any committee, committee to serve as members of such committee in the place and stead of any regular member or members thereof who may replace any absent be unable to attend a meeting or disqualified otherwise unavailable to act as a member at any meeting of such committee. In the absence or disqualification of a member and all alternate members designated to serve in the place and stead of any committeesuch member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously appoint another member of the Board of Directors director to act at the meeting in the place and stead of any such absent or disqualified member. . (b) Any such committee, to the extent permitted by applicable law and to the extent provided in a resolution of the Board of Directors, shall have and committee may exercise all of the powers power and authority of the Board of Directors in to the management of extent specified by the business and affairs of the Corporationresolution establishing such committee, and may authorize the seal of the Corporation (if one be adopted) to be affixed to all papers which may require it. Except as otherwise provided in or the Certificate of Incorporation, Incorporation or these Bylaws; provided, however, that no committee may take any action that is expressly required by the DGCL or the resolution Certificate of Incorporation or these Bylaws to be taken by the stockholders and/or the Board of Directors designating and not by a committee thereof. Each committee shall keep a record of its acts and proceedings, which shall form a part of the records of the Corporation in the custody of the Secretary, and all actions of each committee, a committee may create one or more subcommittees, each subcommittee shall be reported 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. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating at the committee next meeting of the Board. (c) Meetings of committees may be called at any time by the Chairman of the Board, if any, the President or resolution the chairman of the respective committee. At least fifty percent of the members of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommittee, as applicable, shall constitute a quorum for the transaction of businessbusiness and, and except as expressly limited by this section, the vote act of a majority of the members of the committee or subcommittee, as applicable, present at a any meeting at which there is a quorum is present shall be the act of such committee. Except as expressly provided in this section or in the committee or subcommitteeresolution designating the committee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members of any such committeecommittee may select its chairman, fix its rules of procedure, fix the time and place of its meetings and specify what notice of meetings, if any, shall be given.

Committees. With (a) The Company shall have four (4) standing committees: the affirmative vote of a majority Executive Committee, the Nominating and Governance Committee, the Audit Committee and the Compensation Committee. Each of the Whole Board Executive Committee, the Nominating and Governance Committee, the Audit Committee and the Compensation Committee shall adopt by resolution a charter to establish the rules and responsibilities of Directorssuch committee in accordance with applicable law, including the rules and regulations promulgated by the SEC and the Applicable Listing Rules. (b) In addition, the Board of Directors may designate one or more committeesadditional committees or subcommittees, with each such committee to consist or subcommittee consisting of one or more such number of Directors of the Company and having such powers and authority as shall be determined by resolution of the Board of Directors. (c) All acts done by any committee or subcommittee within the scope of its powers and authority pursuant to this Agreement and the resolutions adopted by the Board of Directors in accordance with the terms hereof shall be deemed to be, and may be certified as being, done or conferred under authority of the Board of Directors. The Secretary is empowered to certify that any resolution duly adopted by any such committee or subcommittee is binding upon the Company and to execute and deliver such certifications from time to time as may be necessary or proper to the conduct of the business of the Company. (d) Regular meetings of committees shall be held at such times as may be determined by resolution of the Board of Directors or the committee or subcommittee in question and no notice shall be required for any regular meeting other than such resolution. A special meeting of any committee or subcommittee shall be called by resolution of the Board of Directors or by the Secretary upon the request of the Chief Executive Officer, the Chairman of the Board or a majority of the members of any committee. Notice of special meetings shall be given to each member of the committee in the same manner as that provided for in Section 9.9. (e) Each member of any committee of the Board of Directors shall hold office until such member’s successor is elected and has qualified, unless such member sooner dies, resigns or is removed. (f) The Board of Directors may designate one or more Directors as alternate members of any committee to fill any vacancy on a committee and to fill a vacant chairmanship of a committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification occurring as a result of a member or chairman leaving the committee, whether through death, resignation, removal or otherwise. (g) The Secretary of the Company shall act as secretary of any committeecommittee or subcommittee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of unless otherwise provided by the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law and to the extent provided in a resolution of the Board of Directors, shall have and may exercise all of 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 (if one be adopted) to be affixed to all papers which may require it. Except as otherwise provided in the Certificate of Incorporation, these 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. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommittee, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members of such committee.

Committees. With In addition to the affirmative vote of a majority of the Whole Board of Directorsstanding committees referenced below, the Board may establish other committees of Directors the Board and may designate one or more delegate any of its responsibilities to such other committees, except as prohibited by Applicable Law. (a) The membership and chairs of each committee to consist of one or more of shall be appointed by the DirectorsBoard. The Board shall also make all determinations regarding committee membership qualifications, provided the members of Directors the Conflicts Committee shall at least satisfy the qualifications thereof specified in the Partnership Agreement. (b) The Board shall have an Audit Committee in accordance with the rules of the NYSE (or such other National Securities Exchange or quotation service on which the Common Units may designate one be listed), as amended from time to time. (c) The Board may have a Conflicts Committee that shall function in the manner described in the Partnership Agreement. Notwithstanding any provision of this Agreement, the Partnership Agreement or more Directors as alternate members any Group Member Agreement or any duty (including any fiduciary duty) otherwise existing under the Act or any other Applicable Law or in equity, any matter approved by the Conflicts Committee in accordance with the provisions, and subject to the limitations, of the Partnership Agreement, shall not be deemed to be a breach of any duty (including any fiduciary duty) owed by the Board or any Director to the Company or the Members or any other Person bound by this Agreement. (d) A majority of any committee, who may replace any absent present in person or disqualified member at any meeting of such committee. In the absence or disqualification of a member of any committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting participating in place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law and to the extent provided in a resolution of the Board of Directors, shall have and may exercise all of 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 (if one be adopted) to be affixed to all papers which may require it. Except as otherwise provided in the Certificate of Incorporation, these 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. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommittee, as applicableaccordance with Section 7.6, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members business of such committee. (e) A majority of any committee may determine its action and fix the time and place of its meetings unless the Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 7.4. The Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. (f) The Directors of the Company sitting on each committee as of the date hereof are listed on Exhibit B.

Committees. With (i) Subject to compliance with this Article 6, committees of the Board of Directors shall have and may exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. Any committee designated pursuant to this Section 6.02(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.02(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum and the affirmative vote of a majority of the Whole Board members present shall be necessary for the adoption by it of Directors, the Board of Directors may designate one or more committees, each committee to consist of one or more any resolution (except for obtaining Special Approval at meetings of the DirectorsAudit and Conflicts Committee, which requires the affirmative vote of a majority of the members of such committee). The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the Audit and Conflicts Committee must meet the standards for a Special Independent Director. In the absence or disqualification of a member of any a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Any ; provided, however, that any such committee, to the extent permitted by applicable law and to the extent provided in a resolution replacement member of the Board of Directors, shall have Audit and may exercise all of Conflicts Committee must meet the powers and authority of standards for a Special Independent Director. (ii) In addition to any other committees established by the Board of Directors in pursuant to Section 6.02(e)(i), the management Board of Directors shall maintain an “Audit and Conflicts Committee,” which shall be composed of at least three Special Independent Directors. The Audit and Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the CorporationCompany and EPE required to be considered by, or submitted to, such Audit and Conflicts Committee pursuant to the terms of the EPE Agreement, (B) assisting the Board in monitoring (1) the integrity of EPE’s and the Company’s financial statements, (2) the qualifications and independence of EPE’s and the Company’s independent accountants, (3) the performance of EPE’s and the Company’s internal audit function and independent accountants, and may authorize (4) EPE’s and the seal Company’s compliance with legal and regulatory requirements, (C) preparing the report required by the rules of the Corporation SEC to be included in EPE’s annual report on Form 10-K, (if one be adoptedD) approving any material amendments to the Administrative Services Agreement, (E) approving or disapproving, as the case may be, the entering into of any transaction with a Member or any Affiliate of a Member, other than transactions in the ordinary course of business, (F) approving any of the actions described in Section 6.01(a) – (g) and Section (c)(v) to be affixed to all papers which may require it. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution taken on behalf of the Board Company or EPE, (G) amending (1) Section 2.07, (2) the definitions of Directors designating the committee, a committee may create one “Independent Director” 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. Except as otherwise provided “Special Independent Director” in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicableSection 6.02(a), (3) the requirement that at least a majority of the directors be Independent Directors, (4) the requirement that at least three directors be Special Independent Directors, (5) Sections 6.01(a) – (g) or 6.02 (c)(v) or (6) this Section 6.02(e)(ii), and (H) performing such other functions as the Board may assign from time to time, or as may be specified in the charter of the Audit and Conflicts Committee. In acting or otherwise voting on the matters referred to in this Section 6.02(e)(ii), to the fullest extent permitted by law, including Section 18-1101(c) of the Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, the Directors then serving on a committee constituting the Audit and Conflicts Committee shall consider only the interest of the Company or subcommitteeEPE, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members of such committeeincluding its respective creditors.

Committees. With the affirmative vote of a majority of the Whole Board of Directors, the The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directorsdirectors. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such the committee. In the absence or disqualification of If a member of a committee shall be absent from any committeemeeting, or disqualified from voting thereat, the remaining member or members thereof present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously may, by unanimous vote, 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 permitted by applicable law and to the extent provided in a the resolution of the Board of Directors, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; but no such committee shall have the power or authority in reference to approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or adopting, amending or repealing any Bylaw of the Corporation; and unless the resolution designating the committee, these Bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors, when required. Unless otherwise specified in the resolution of the Board of Directors appointing the committee, all provisions of the Delaware General Corporation Law and these Bylaws relating to meetings, action without meetings, notice (and waiver thereof), and may authorize the seal quorum and voting requirements of the Corporation (if one be adopted) Board of Directors apply, as well, to be affixed to all papers which may require itsuch committees and their members. Except as Unless otherwise provided in the Certificate of Incorporation, these 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. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommittee, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members of such committee.

Committees. With the affirmative vote of Whereas by resolution adopted by a majority of the Whole whole Board of Directors, the Corporation has elected to be governed by paragraph (2) of Section 141(c) of the General Corporation Law of the State of Delaware, the Board of Directors may may, by resolution or resolutions, designate one or more committees, committees (and may discontinue any of same at any time) each committee to consist of one or more of the Directorsdirectors of the Corporation. The members of each committee shall be appointed by the Board and shall hold office during the pleasure of the Board. Subject to any limitations on the delegation of power and authority to such committee in the Corporation's Restated Certificate of Incorporation or under applicable law, a committee may be delegated and may exercise such powers of the Board of Directors in the management of the business and affairs of the Corporation (and may designate one or more authorize the seal of the Corporation to be affixed to all papers which may require it) as may be delegated to such committee by such a resolution of the Board of Directors. Subject to a resolution of the Board of Directors as alternate members of any committeeto the contrary, who may replace any absent or disqualified member at any meeting of such committee. In in the absence or disqualification of a member of any a committee, the member or members thereof of the committee present at any meeting of the committee and not disqualified from voting, whether or not he, she such present member or they members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at such meeting of the meeting committee in the place of any such absent or disqualified member. Any Regular meetings of any such committeecommittee may be held at such time and place, within or without the State of Delaware, as shall from time to the extent permitted time be fixed by applicable law such committee and to the extent provided in a resolution no notice thereof shall be necessary. Special meetings of the Board of Directors, shall have and any such committee may exercise all of 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 be called at any time by any officer of the Corporation (if one or any member of any such committee. Special meetings shall be adopted) to held at such place, within or without the State of Delaware, as shall be affixed to all papers which may require it. Except as otherwise provided fixed by the person calling the meeting and stated in the Certificate of Incorporation, these Bylaws, notice or the resolution waiver 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 committeemeeting. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a A majority of the Directors then serving on a members of any such committee or subcommittee, as applicable, shall constitute a quorum for the transaction of business, business and the vote act of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which there is a quorum is present shall be the act of such committee. Notice of each special meeting of a committee shall be given (or waived) in the same manner as notice of a directors' meeting. Each committee or subcommittee, as applicable. Special shall keep written minutes of its meetings and report such minutes to the Board of any committee Directors at the next regular meeting of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members of such committeeDirectors.

Committees. With the affirmative vote The Board of Directors may, by resolution passed by a majority of the Whole whole Board of Directors, the Board of Directors may designate one or more committees, each committee to consist of one or more of the Directorsdirectors of the Corporation. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such the committee. In the absence or disqualification of a member of any the committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, he or she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law and to the extent provided in a the resolution of the Board of DirectorsDirectors establishing such committee, shall have and may exercise all of 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 (if one be adoptedany) to be affixed to all papers which may require it. Except as otherwise provided in Each committee shall keep regular minutes and report to the Certificate Board of Incorporation, these BylawsDirectors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or the resolution any member thereof, of any responsibility imposed upon it or such director by law, nor shall such committee function where action of the Board of Directors designating is required under applicable law. The Board of Directors shall have the committee, power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, elect a chairperson and delegate to a subcommittee any or all of the powers appoint such subcommittees and authority of the committeeassistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the Certificate of Incorporation, these Bylaws, or the resolution of same manner as the Board of Directors designating conducts its business pursuant to this Article IV as the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommittee, as applicable, same shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall from time to time be the act of the committee or subcommittee, as applicableamended. Special meetings Any member of any such committee of elected or appointed by the Board of Directors may be held at any time or placeremoved by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members person so removed. Election or appointment of such committeea member of a committee shall not of itself create contract rights.

Committees. With (a) The Board, by resolution passed by a majority of the affirmative vote Whole Board, will designate an Executive Committee in accordance with the Corporation's Certificate of Incorporation. The Board, by resolution passed by a majority of the Whole Board will also designate an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Such committees shall consist of Directors, one or more directors and each shall have such lawfully delegable powers and duties as the Board may confer; provided, however, that persons who are not directors of Directors the Corporation may also be members of such committees to the extent provided in the resolution of the Board, and permitted by the DGCL. The Class A Director Nominating Committee shall consist of the Class A Directors. To the extent that a Class A Director is required to vote on a particular matter, a committee shall not make any such determination on behalf of the Board unless a Class A Director (i) is on such committee and (ii) votes in favor of such matter. (b) The Board, by resolution passed by a majority of the Whole Board, may designate one or more additional committees, each to have such lawfully delegable powers and duties as the Board may confer. (c) Each committee to consist of one or more of the DirectorsBoard will serve at the pleasure of the Board or as may be specified in any resolution from time to time adopted by the Board. The Board of Directors may also designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such the committee. In the absence or disqualification of a member of any a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committeevacancy in the Executive Committee may be filled from among the Directors by a resolution of a majority of the Whole Board. (d) Except as otherwise provided in these Bylaws or by law, to any committee of the extent permitted by applicable law and Board, to the extent provided in a Bylaw 3.14(a) or, if applicable, in the resolution of the Board of DirectorsBoard, shall will have and may exercise all of the powers and authority of the Board in the direction of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation (if one be adopted) to be affixed to all papers which may require it. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of Any such committee designated by the Board will have such name as may be determined from time to time by resolution adopted by the Board. Unless otherwise prescribed by the Board, the presence 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. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a members of any committee or subcommittee, as applicable, of the Board shall be required to constitute a quorum for the transaction of business, and the vote act of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which there is a quorum is present shall will be the act of the committee or subcommittee, as applicablesuch committee. Special meetings of any Each committee of the Board may prescribe its own rules for calling and holding meetings and its method of Directors may be held at procedure, subject to any time or place, if any, within or without the State of Delaware whenever called rules prescribed by the Chairperson or Board, and will keep a majority written record of the members of such committeeall actions taken by it.

Committees. With (a) The Board of Directors may, pursuant to this Certificate of Incorporation, to the affirmative vote of a By-Laws or by resolution approved by the majority of the Whole Board of Directors, the Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors. The Board of Directors may designate one or more Directors as alternate members of any committeewhich, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of any committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law and to the extent provided in a resolution this Certificate of Incorporation, the Board of DirectorsBy-Laws or by resolution, to the fullest extent permitted by law, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, Corporation and may authorize the seal of the Corporation (if one be adopted) to be affixed to all papers which may require it. Except These committees shall include, but are not limited to, an Independent Nominating Committee, an Audit Committee, a Nominating and Governance Committee, a Compensation Committee and such other committees as otherwise provided determined by the Board of Directors (collectively, the “Committees”). (i) Each Committee must consist of two (2) or more of the Directors of the Corporation, one (1) of which must be a member of the Independent Nominating Committee. (ii) The Board of Directors, by resolution approved by a majority of the entire Board of Directors, shall designate members for each Committee in the Certificate of Incorporation, these Bylaws, compliance with specific membership requirements set forth herein and in any resolutions establishing such Committees. (iii) The Committees shall have such names as set forth herein or the as may be determined from time to time by resolution approved by a majority of the Board of Directors designating Directors. (iv) Each Committee shall keep regular minutes of its meetings and report the committee, a committee may create one or more subcommittees, each subcommittee same 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. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee when required. (or resolution v) All of the committee designating the subcommittee, if applicable), members of a majority of the Directors then serving on a committee or subcommittee, as applicable, Committee shall constitute a quorum for the transaction of business, and business at any meeting of such Committee. The Act of the vote of a majority of the members of the committee or subcommittee, as applicable, present a Committee at a meeting at which a quorum is present shall be the act of such Committee, unless otherwise set forth herein or in the charter to such Committee. (b) The Audit Committee shall consist of three (3) Receiver Directors (as hereinafter defined), one (1) of which must be a financial expert. The Audit Committee shall have such powers and responsibilities as set forth herein and as determined in the audit committee or subcommitteecharter, to be approved by the majority of the entire Board of Directors, which include, but are not limited to the authority to supervise auditors and make decisions regarding accounting matters. For the purposes of this subclause (b): (i) an independent Director will be an individual who, in accordance with Rule 4350 of the National Association of Securities Dealers Automated Quotations (“Nasdaq”), would be eligible for membership on an Audit Committee of a corporation listed on Nasdaq, and (ii) a financial expert will be an individual fulfilling the requirements of the definition set forth the Securities and Exchange Commission in Item 407 of Regulation S-K. (c) The Independent Nominating Committee shall consist of three (3) directors initially designated as applicable. Special meetings of any committee of Receiver Directors by the Board of Directors may as of [___], 2008 and each other person nominated to election or appointment to the Board of Directors pursuant to this subclause (c) (the “Receiver Directors”) and shall have such powers and responsibilities as determined in the independent nominating committee charter, to be held at any time or place, if any, within or without the State of Delaware whenever called approved by the Chairperson or a majority of the entire Board of Directors, which include, but are not limited to: (i) the sole authority to nominate to the Board of Directors three (3) independent Directors and the chief executive officer to stand for election by stockholders in accordance with the Certificate of Incorporation and the By-Laws of the Corporation, and (ii) the sole authority to appoint to the Board of Directors replacements for vacancies of Receiver Directors and the directorship held by the chief executive officer, resulting from death, resignation, disqualification, removal or other cause, provided that any such appointment for replacement of the directorship previously held by a chief executive officer shall be the then-serving chief executive officer having been designated as set forth in the By-Laws. (d) The Nominating and Governance Committee shall consist of (3) directors designated as members of such committeecommittee as of [___], 2008 and each other person designated as a member of the Nominating and Governance Committee resulting from any vacancies therein, two (2) of whom shall be Directors having been nominated by the Nominating and Governance Committee and one (1) of whom shall either be a Receiver Director or the chief executive officer, and shall have such powers and responsibilities as determined in the nominating and governance committee charter, to be approved by the majority of the entire Board of Directors, which include, but are not limited to: (i) The sole authority to nominate six (6) Directors, other than those Directors nominated by the Independent Nominating Committee, to stand for election by stockholders in accordance with this Certificate of Incorporation and the By-Laws; (ii) the sole authority to appoint replacements for vacancies of Directors previously nominated by the Nominating and Governance Committee, resulting from death, resignation, disqualification, removal or other cause; and (iii) the authority to establish governance principles. (e) The Compensation Committee shall consist of three (3) members selected by the majority of the entire Board of Directors, two (2) of whom shall be Receiver Directors and one (1) of whom shall be the Chairman. The Compensation Committee shall have such powers and responsibilities as determined in the Compensation Committee charter, which shall be approved by the majority of the entire Board of Directors. The powers and responsibilities of the Compensation Committee shall include, but not be limited to, approving all executive officer compensation matters, including salary levels, bonus levels, grants and issuances of new securities under existing stock plans, and recommending the adoption of new incentive plans to the Board of Directors, which shall in each case be subject to the further approval of the majority of the entire Board of Directors; provided, that, with respect to any award intended to constitute “performance-based compensation” within the meaning of Section 162(m) of the U.S. Internal Revenue Code and the regulations promulgated thereunder, the Compensation Committee charter shall provide for the delegation of its authority to a subcommittee of the Compensation Committee consisting solely of two “outside directors” within the meaning of such Section of the U.S. Internal Revenue Code and the regulations promulgated thereunder. (f) The following actions must be approved by the Audit Committee and the majority of the entire Board of Directors: (i) Any action intended to result in the de-listing of the common stock of the Corporation from Nasdaq or any other exchange upon which such stock is listed for trading; (ii) Any commercial or other transaction including, without limitation, any squeeze-out of other stockholders effected by merger, reverse stock split or otherwise or any arrangement involving a management fee payable to Misys or its subsidiaries (other than the Corporation and its subsidiaries) and agreements between the Corporation or any of its subsidiaries, on the one hand, and Misys or any of its subsidiaries (other than the Corporation and its subsidiaries), on the other hand, other than transactions pursuant to the current terms of agreements entered into on or prior to the date hereof, or replacement agreements (so long as the terms of such replacement agreements are not less favorable to the Corporation); and (iii) Any change or modification to the audit committee charter in effect on [ ], 2008.]1

Committees. With the affirmative (a) By vote or consent of a majority of the Whole Board authorized number of Directorsdirectors, the Board of Directors may designate one or more committees, each committee to consist consisting of one or more directors, and delegate to such committees any of the Directors. authority of the Board except with respect to: (i) The Board of Directors may designate one or more Directors as alternate members approval of any action for which Title 7 of the Nevada. Revised Statutes also requires stockholders' approval or approval of the outstanding shares; (ii) The filling of vacancies on the Board or in any committee, who may replace ; (iii) The fixing of compensation of the directors for serving on the Board or on any absent committee; (iv) The amendment or disqualified member at any meeting repeal of such committee. In the absence Bylaws or disqualification the adoption of a member new bylaws; (v) The amendment or repeal of any committee, resolution of the member Board which by its express terms is not so amendable or members thereof present repealable; (vi) A distribution to the stockholders of the corporation except at any meeting and not disqualified from voting, whether a rate or not he, she in a periodic amount or they constitute within a quorum, may unanimously appoint another member price range determined by the Board; or (vii) The appointment of other committees of the Board of Directors the members thereof. Any such committee must be designated, and the members or alternate members thereof appointed, by resolution adopted by a majority of the authorized number of directors, and any such committee may be designated by such name as the Board shall specify. The Board, acting through a majority of the authorized number of directors, shall have the power to act at prescribe the meeting manner in place which the proceeding of any such absent or disqualified membercommittee shall be conducted. Any Unless the Board, acting through a majority of the authorized number of directors, shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee, . (b) There shall be an Executive Committee consisting of three (3) directors who may exercise the authority of the Board to the extent permitted by applicable law and to the extent provided in a resolution of the Board of Directors, shall have and may exercise all of 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 (if one be adopted) to be affixed to all papers which may require it. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, and all actions of such Executive Committee shall be made upon approval 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. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommittee, as applicable, shall constitute a quorum for the transaction of business, and the vote consent of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members of such committeeCommittee.

Committees. With (i) Subject to compliance with this Article 6, committees of the Board of Directors shall have and may exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. Any committee designated pursuant to this Section 6.2(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.2(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum and the affirmative vote of a majority of the Whole Board members present shall be necessary for the adoption by it of Directors, the Board of Directors may designate one or more committees, each committee to consist of one or more any resolution (except for obtaining Special Approval at meetings of the DirectorsConflicts Committee, which requires the affirmative vote of a majority of all of the members of such committee). The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the Audit Committee or the Conflicts Committee must meet the standards for an Independent Director. In the absence or disqualification of a member of any a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Any ; provided, however, that any such committee, to the extent permitted by applicable law and to the extent provided in a resolution replacement member of the Board of Directors, shall have and may exercise all of Audit Committee or the powers and authority of Conflicts Committee must meet the standards for an Independent Director. (ii) In addition to any other committees established by the Board of Directors in pursuant to Section 6.2(e)(i), the management Board of Directors shall maintain an “Audit Committee” and a “Conflicts Committee.” The Audit Committee shall be composed of at least three Independent Directors, and the Conflicts Committee shall be composed of at least one Independent Director. Any Independent Director may serve on both the Audit Committee and the Conflicts Committee. (A) The Conflicts Committee shall be responsible for (1) approving or disapproving, as the case may be, any matters regarding the business and affairs of the CorporationCompany and the MLP required to be considered by, and may authorize or submitted to, the seal Conflicts Committee pursuant to the terms of the Corporation MLP Agreement, (if one be adopted2) approving any material amendments to be affixed to all papers which the Services Agreement, (3) approving or disapproving, as the case may require it. Except as otherwise provided be, the entering into of any material transaction with a Member or any Affiliate of a Member, other than transactions in the Certificate ordinary course of Incorporation, these Bylaws, or business to the resolution of extent that the Board of Directors designating requests the committeeConflicts Committee to make such determination, a committee may create one or more subcommittees, each subcommittee to consist of one or more members (4) approving any of the committee, and delegate following actions: (I) make or consent to a subcommittee general assignment for the benefit of the creditors of the MLP; (II) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the MLP, or otherwise seek, with respect to the MLP, relief from debts or protection from creditors generally; (III) file or consent to the filing of a petition or answer seeking for the MLP a liquidation, dissolution, arrangement, or similar relief under any law; (IV) file an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Company or the MLP in a proceeding of the type described in any of clauses (I) — (III) of this Section 6.2(e)(ii)(A); (V) seek, consent to or acquiesce in the appointment of a receiver, liquidator, conservator, assignee, trustee, sequestrator, custodian or any similar official for the MLP or for all or any substantial portion of such entity’s properties; (VI) sell all or substantially all of the powers and authority assets of the committee. Except as otherwise provided MLP; (VII) dissolve or liquidate the MLP, other than in accordance with Article XII of the Certificate MLP Agreement; and (VIII) merge or consolidate the MLP; (5) amending (I) Section 2.9, (II) the definition of Incorporation“Independent Director” in Section 6.2(a)(iii), these Bylaws(III) the requirement that at least three of the directors be Independent Directors, or (IV) this Section 6.2(e)(ii), and (6) performing such other functions as the resolution Board may assign from time to time, or as may be specified in a written charter of the Conflicts Committee. In acting or otherwise voting on the matters referred to in this Section 6.2(e)(ii), to the fullest extent permitted by law, including Section 18-1101(c) of the Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, the Directors constituting the Conflicts Committee shall consider only the interest of the Company or the MLP, as applicable, including their respective creditors. (B) The Audit Committee shall be responsible for (1) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company and the MLP required to be considered by, or submitted to, the Audit Committee pursuant to the terms of the MLP Agreement and the requirements of the New York Stock Exchange, Section 10A(m) of the Securities Exchange Act of 1934 (or any successor Law), the rules and regulations of the SEC, other Applicable Law and the charter of the Audit Committee, (2) assisting the Board in monitoring (I) the integrity of the MLP’s financial statements, (II) the qualifications and independence of the MLP’s independent accountants, (III) the performance of the MLP’s internal audit function and independent accountants, and (IV) the MLP’s compliance with legal and regulatory requirements, and (3) performing such other functions as the Board may assign from time to time, or as may be specified in a written charter of the Audit Committee. (iii) In addition to any other committees established by the Board of Directors designating the committee (pursuant to Section 6.2(e)(i) or resolution of the committee designating the subcommittee, if applicableSection 6.2(e)(ii), a majority of the Directors then serving on a committee or subcommittee, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may establish a “Compensation Committee,” which, if established, shall be held composed of at least two Independent Directors. The Compensation Committee shall be responsible for setting the compensation for Officers of the Company as well as administering any incentive plans adopted by the Company. The Compensation Committee shall perform such other functions as the Board may assign from time to time or place, if any, within or without as may be specified in a written charter for the State of Delaware whenever called Compensation Committee adopted by the Chairperson or a majority of the members of such committeeBoard.

Committees. With the affirmative vote (a) The Board of Directors may, by resolution passed by a majority of the Whole entire Board of Directors, the Board of Directors may designate one or more committees, each committee to consist of one or more of the Directorsdirectors of the Corporation. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of any a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she 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 permitted allowed by applicable law and to the extent provided in a the resolution of the Board of Directorsestablishing such committee, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required. (b) The Corporation shall have an Executive Committee which, and may authorize the seal of the Corporation (if one among any other powers which shall from time to time be adopted) granted to be affixed to all papers which may require it. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the such committee by resolution of the Board of Directors designating Directors, shall have 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 sole power and authority of the committee. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of to recommend nominees to the Board of Directors designating (i) for election to the committee Board of Directors at the stockholders meetings at which directors are to be elected, (or resolution ii) to fill vacancies on the Board of Directors of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommittee, as applicable, shall constitute a quorum for the transaction of businessCorporation in between such stockholders meetings and (iii) to serve on, and the vote of a majority of the members of the committee or subcommitteefill vacancies in, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or placeDirectors. (c) Notwithstanding anything to the contrary contained in these By-laws, if anyuntil July 1, within or without 2001, the State Executive Committee will consist of Delaware whenever called three directors which were initially designated by UNUM Corporation, which will include the Chairperson or a majority Chief Executive Officer of the members Corporation (who will serve as Chairman of such committee), and three directors which were initially designated by Provident Companies, Inc., which will include the President, in each case in accordance with the Agreement and Plan of Merger, dated as of November 22, 1998, between UNUM Corporation and Provident Companies, Inc. (the "Merger Agreement").

Committees. With ‌ (a) The Company shall have four (4) standing committees: the affirmative vote of a majority Executive Committee, the Nominating and Governance Committee, the Audit Committee and the Compensation Committee. Each of the Whole Board Executive Committee, the Nominating and Governance Committee, the Audit Committee and the Compensation Committee shall adopt by resolution a charter to establish the rules and responsibilities of Directorssuch committee in accordance with applicable law, including the rules and regulations promulgated by the SEC and the Applicable Listing Rules. (b) In addition, the Board of Directors may designate one or more committeesadditional committees or subcommittees, with each such committee to consist or subcommittee consisting of one or more such number of Directors of the Company and having such powers and authority as shall be determined by resolution of the Board of Directors. (c) All acts done by any committee or subcommittee within the scope of its powers and authority pursuant to this Agreement and the resolutions adopted by the Board of Directors in accordance with the terms hereof shall be deemed to be, and may be certified as being, done or conferred under authority of the Board of Directors. The Secretary is empowered to certify that any resolution duly adopted by any such committee or subcommittee is binding upon the Company and to execute and deliver such certifications from time to time as may be necessary or proper to the conduct of the business of the Company. (d) Regular meetings of committees shall be held at such times as may be determined by resolution of the Board of Directors or the committee or subcommittee in question and no notice shall be required for any regular meeting other than such resolution. A special meeting of any committee or subcommittee shall be called by resolution of the Board of Directors or by the Secretary upon the request of the Chief Executive Officer, the Chairman of the Board or a majority of the members of any committee. Notice of special meetings shall be given to each member of the committee in the same manner as that provided for in Section 9.9. (e) Each member of any committee of the Board of Directors shall hold office until such member’s successor is elected and has qualified, unless such member ▇▇▇▇▇▇ dies, resigns or is removed. (f) The Board of Directors may designate one or more Directors as alternate members of any committee to fill any vacancy on a committee and to fill a vacant chairmanship of a committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification occurring as a result of a member or chairman leaving the committee, whether through death, resignation, removal or otherwise. (g) The Secretary of the Company shall act as secretary of any committeecommittee or subcommittee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of unless otherwise provided by the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law and to the extent provided in a resolution of the Board of Directors, shall have and may exercise all of 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 (if one be adopted) to be affixed to all papers which may require it. Except as otherwise provided in the Certificate of Incorporation, these 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. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommittee, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members of such committee.

Committees. With (a) The Board of Directors shall designate (i) an Audit Committee, (ii) a Compensation Committee, (iii) a Nominating and Corporate Governance Committee, and (iv) a Finance Committee, and one or more other committees as the Board of Directors may by resolution or resolutions designate. Subject to the provisions of Sections 3.17(c), (d) and (e), each committee shall consist of one (1) or more of the directors of the Corporation who shall be appointed by the affirmative vote of a majority of the Whole Board of Directors, or prior to the Board first occurrence of Directors may designate one or more committeesa Triggering Event, each committee to consist by the vote of one or more a majority of the Directorsvotes of the directors present at such meeting in accordance with Section 3.8(b) of these Bylaws. The Board of Directors may designate one No action by any such committee shall be valid unless taken at a meeting for which adequate notice has been given or more Directors as alternate duly waived by the members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of any committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member . (b) Any committee of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committeeDirectors, to the extent permitted by applicable law and to the extent provided in a the resolution or resolutions of the Board of Directors, or in these Bylaws, shall have and may exercise all of 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 (if one be adopted) to be affixed to all papers which may require it. Except as otherwise provided ; provided, however, that no such committee shall have the power of authority in reference to (i) adopting, amending or repealing any bylaw of the Certificate Corporation, (ii) adopting or approving, or recommending to the stockholders of Incorporationthe Corporation, any action or matter expressly required by the DGCL to be submitted to the stockholders for approval (other than recommending the election or removal of directors), and (iii) unless the resolution, these Bylaws, or the resolution Certificate of Incorporation expressly so provide, declare a dividend or to authorize the issuance of stock, and, provided, further, that no such committee shall have the power or authority to approve any action described in Section 3.19 of these Bylaws. Special meetings of any committee shall be held whenever called by direction of the chairman of such committee or at the written request of any one member of such committee. (c) Prior to the first occurrence of a Triggering Event, each committee of the Board of Directors designating (other than the Finance Committee or any special committee exempted from this Section 3.17(c) by the Board of Directors (collectively, “Exempt Committees”)) shall include at least one Independent Director. At all times following the first occurrence of a Triggering Event and prior to the first occurrence of a Termination Event, each committee that is not an Exempt Committee shall include at least a number of SoftBank Designees that is proportional to SoftBank’s Voting Interest, rounded up to the nearest whole number. Each Independent Director or SoftBank Designee serving on any committee may designate as his or her alternate to such committee, a committee may create for one or more subcommittees, each subcommittee to consist meetings of one or more members of the such committee, and delegate another Independent Director or SoftBank Designee, as applicable. Prior to the first occurrence of a subcommittee any or all Triggering Event, the chairman of the powers and authority of the committee. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution each committee of the Board of Directors designating (other than a committee comprised solely of Independent Directors that may be constituted from time to time by the Board of Directors) shall be a SoftBank Designee. (d) The Audit Committee shall at all times be comprised solely of Independent Directors. (e) The Finance Committee shall, at all times prior to the first occurrence of a Triggering Event, be comprised solely of individuals selected by the Starburst Stockholder from among the SoftBank Designees. (f) A quorum for any meeting of any committee (or resolution of the Board of Directors, whether regular or special, shall require the presence, in person, of a majority of the total number of directors appointed to such committee. If there shall be less than a quorum at any meeting of a committee designating of the subcommittee, if applicable)Board of Directors, a majority of those present may adjourn the Directors then serving on a committee or subcommittee, as applicable, shall constitute a quorum for the transaction of business, and the meeting from time to time. The vote of a majority of the members of the votes present or otherwise able to be cast at any committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be necessary to constitute the act of such committee of the committee or subcommitteeBoard of Directors; provided, as applicable. Special meetings however, that prior to the first occurrence of a Triggering Event, at each meeting of any committee of the Board of Directors may (other than Exempt Committees), each SoftBank Affiliate Director present at such meeting shall have, and be held entitled to cast at any time or placesuch meeting, if any, within or without a number of votes equal to the State quotient determined by dividing (i) the total number of Delaware whenever called by the Chairperson or a majority of the members of SoftBank Affiliate Directors on such committee, by (ii) the total number of SoftBank Affiliate Directors present at such meeting.

Committees. With the affirmative vote of a majority of the Whole Board of Directors, the Board of Directors (a) The Manager may from time to time designate one or more committees, each committee with such lawfully delegable powers and duties as it thereby confers in writing, to consist serve at the pleasure of the Manager and shall, for those committees and any others provided for herein, elect one or more of Members or their representatives to serve as the Directors. The Board of Directors may designate one member or more Directors members, designating, if it desires, other Members or their representatives as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The Manager may, from time to time, suspend, alter, continue or terminate any committee or the powers and functions thereof. (b) The Manager may appoint, or may provide for the appointment of, committees consisting of Officers or other persons, with chairpersonships, vice chairpersonships and secretaryships and such duties and powers as the Manager may, from time to time, designate and prescribe. The Manager may, from time to time, suspend, alter, continue or terminate any of such committees or the powers and functions thereof. (c) Except as otherwise provided herein, each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one third of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee. (d) The Manager hereby creates the Board and delegates to it the powers and authority more particularly set forth below. The number of members of the Board shall be no less than four and no greater than seven, consisting of (i) at least two and up to five individuals designated by the Members in accordance with the procedure set forth in Section 6.4(e) (each, a “Member Director” and collectively, the “Member Directors”), and (ii) two Persons (who may be individuals and/or entities) designated by the Manager (each, a “non-Member Director” and collectively, the “non-Member Directors”). A Member Director must be an officer of the Member at all times who designated such Member Director. If at any time after the first annual meeting of Members there shall be fewer than five Members, the Manager may designate additional Persons to serve as non-Member Directors so that the total number of members of the Board is no greater than seven. Each additional non-Member Director appointed by the Manager pursuant to the preceding sentence of this Section 6.4(d) shall serve in such capacity until his or its replacement is appointed pursuant to Section 6.4(h) of this Agreement. The Board is delegated the full, exclusive, and complete discretion, power, authority and obligation to: (i) Meet annually, call for meetings as necessary, and fix the time and place of meetings pursuant to Section 6.4(i). (ii) Approve any proposed distribution pursuant to Section 4.1 if the aggregate distribution, less the return of any capital, exceeds $150,000. (iii) Approve proposed amendments to the Operating Agreement as precursor to seeking the approval of Members. (iv) Establish a policy for the investment of the assets of the Captive, which shall be incorporated as an exhibit to the Operating Agreement of the Captive, and may be amended or replaced from time to time. (v) Take action on recommendations of the Manager submitted to the Board pursuant to Section 6.1(d). (vi) Initiate removal of the Manager pursuant to Section 6.1(e). (vii) Pursuant to Section 6.1(f), approve fees for Captive administration during a period of wind up. (viii) Consent to the dissolution and/or termination of the Company pursuant to (ix) Approve mergers, consolidations, amalgamations, conversions, split, or spin offs of the Company pursuant to Section 8.1. (x) Consult with the Manager to develop guidelines by which Members would qualify for involuntary withdrawal pursuant to Section 8.7(d). (e) The Manager shall appoint the first five (5) Member Directors shall be the “Member Directors” of the Company to commence terms during the first operating year. Two of those Member Directors shall serve a term of three (3) years; the others shall each serve a term of two (2)years. (f) Prior to every annual meeting, the Manager will solicit Members in Good Standing to stand as candidates (“Candidate Members”) for the Board. If the number of Candidate Members is equal to or less than the number of vacancies, each Candidate Member shall appoint a Member Director and the Manager shall appoint non-Member Directors to fill any remaining vacancies. If the number of Candidate Members is greater than the number of vacancies, the Members in Good Standing entitled to vote shall elect the Candidate Members who shall be entitled to appoint Member Directors, with each Member entitled to vote casting one vote. In the absence event of any ties, the President shall cast the deciding vote(s). Any Member Director appointed pursuant to this Section 6.4(f) shall serve a term of two (2) years. (g) Each non-Member Director shall serve until his or disqualification her successor is designated and qualified or until his or her earlier death, resignation or removal in accordance with this Agreement. (h) Member Directors may be removed at any time, with or without cause, but only the Member who designated a particular Member Director may remove such Member Director. A Member who removes a Member Director designated by it prior to the end of such Member Director’s term shall designate a replacement Member Director to complete such term. The Manager may remove non-Member Directors at any time, with or without cause, and may designate replacement non-Member Directors. A Member Director may resign at any time by delivering a notice in writing to the Manager. In the event of a member resignation of any committeea Member Director, the member or members thereof present Manager may designate a replacement Member Director to serve until the next annual meeting of the Members, at any which time a successor shall be chosen in accordance with Section 6.4(f). (i) The Board shall hold an annual meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member in the State of Tennessee. Other meetings of the Board shall be held at such places within or without Tennessee, or by means of Directors to act remote communication, and at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted times as fixed by applicable law and to the extent provided in a resolution of the Board of Directors, shall have and may exercise all or at the call of the powers and authority Manager. Notwithstanding the preceding sentences, at least one meeting of the Board of Directors shall be held in Tennessee each year with no less than a quorum physically present in the management State of the business and affairs of the Corporation, and may authorize the seal of the Corporation (if one be adopted) to be affixed to all papers which may require itTennessee. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution All members of the Board shall be given notice by letter, telegraph, telephone, fax, electronic transmission or in person of Directors designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members meetings of the committeeBoard, and delegate to a subcommittee any or all provided that notice need not be given of the powers annual meeting or of regular meetings held at times and authority of the committeeplaces fixed by resolution. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommittee, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors Meetings may be held at any time or place, without notice if any, within or without the State of Delaware whenever called by the Chairperson or a majority all of the members of the Board are present (including by phone or electronic communication in which each can hear or be heard), or if those not present waive notice in writing (including by facsimile or electronic transmission), either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting. Notwithstanding any provision hereof, the Board may act by consent, written or via electronic transmission, in the absence of a meeting, signed by members of the Board having not less than the minimum number of votes that would be necessary to authorize or take such committeeaction at a meeting at which all members of the Board entitled to vote thereon were present and voted. (j) Notwithstanding any provision of this Agreement to the contrary, any committee established by the Manager, including the Board, may participate in a meeting by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

Committees. With (i) Subject to compliance with this Article 6, committees of the Board of Directors shall have and may exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. Any committee designated pursuant to this Section 6.02(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.02(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum and the affirmative vote of a majority of the Whole Board members present shall be necessary for the adoption by it of Directors, the Board of Directors may designate one or more committees, each committee to consist of one or more any resolution (except for obtaining Special Approval at meetings of the DirectorsAudit and Conflicts Committee, which requires the affirmative vote of a majority of the members of such committee). The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the Audit and Conflicts Committee must meet the standards for an Independent Director. In the absence or disqualification of a member of any a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Any ; provided, however, that any such committee, to the extent permitted by applicable law and to the extent provided in a resolution replacement member of the Board of Directors, shall have Audit and may exercise all of Conflicts Committee must meet the powers and authority of standards for an Independent Director. (ii) In addition to any other committees established by the Board of Directors in pursuant to Section 6.02(e)(i), the management Board of Directors shall maintain an “Audit and Conflicts Committee,” which shall be composed of at least three Independent Directors, not less than two of whom shall also meet the S&P Criteria. The Audit and Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the CorporationCompany, the MLP and the OLP required to be considered by, or submitted to, such Audit and Conflicts Committee pursuant to the terms of the MLP Agreement and the Amended and Restated Agreement of Limited Partnership of the OLP, (B) assisting the Board in monitoring (1) the integrity of the MLP’s, the OLP’s and the Company’s financial statements, (2) the qualifications and independence of the MLP’s, the OLP’s and the Company’s independent accountants, (3) the performance of the MLP’s, the OLP’s and the Company’s internal audit function and independent accountants, and may authorize (4) the seal MLP’s, the OLP’s and the Company’s compliance with legal and regulatory requirements, (C) preparing the report required by the rules of the Corporation SEC to be included in the MLP’s annual report on Form 10-K, (if one be adoptedD) approving any material amendments to the Administrative Services Agreement, (E) approving or disapproving, as the case may be, the entering into of any transaction with a Member or any Affiliate of a Member, other than transactions in the ordinary course of business, (F) approving any of the actions described in Section 6.01(a)-(g) and Section 6.02(c)(v) to be affixed to all papers which may require it. Except as otherwise provided taken on behalf of the Company or the MLP, (G) amending (1) Section 2.07, (2) the definition of “Independent Director” in the Certificate of Incorporation, these BylawsSection 6.02(a), or the resolution definition of “S&P Criteria” in Attachment I, (3) the requirement that at least three of the Board of Directors designating directors be Independent Directors, (4) the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more requirement that at least two members of the committeeAudit and Conflicts Committee meet the S&P Criteria, (5) Sections 6.01 (a) – (g) or 6.02 (c)(v) or (6) this Section 6.02(e)(ii), and delegate (H) performing such other functions as the Board may assign from time to a subcommittee any time, or all as may be specified in the charter of the powers Audit and authority Conflicts Committee. In acting or otherwise voting on the matters referred to in this Section 6.02(e)(ii), to the fullest extent permitted by law, including Section 18-1101(c) of the committee. Except Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, as otherwise provided in amended from time to time, the Certificate Directors constituting the Audit and Conflicts Committee shall consider only the interest of Incorporation, these Bylaws, the Company or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommitteeMLP, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members of such committeeincluding its respective creditors.

Committees. With the affirmative vote of a majority (a) The Board may establish committees of the Whole Board and may delegate any of its responsibilities, except as otherwise prohibited by law, to such committees. (b) The Board shall have an audit committee comprised of (i) one Director before the IPO, who need not be an Independent Director and (ii) up to three Directors after the IPO, all of whom shall be Independent Directors. Such audit committee shall establish a written audit committee charter in accordance with the rules of the NYSE (or such other national securities exchange or quotation service on which the Common Units may be listed), as amended from time to time. (c) The Board shall have a conflicts committee comprised entirely of Independent Directors and none of whom shall be (1) security holders, officers or employees of the Company, (2) officers, directors or employees of any affiliate of the Company, or (3) holders of any ownership interest in the Partnership or any of its subsidiaries other than Common Units and awards that may be granted to such Person under the Long Term Incentive Plan. The conflicts committee shall be composed of one Independent Director at any time where there is only one Independent Director on the Board and shall be composed of Directors may designate one two or more committees, each committee to consist of Independent Directors if there is more than one or more of Independent Director on the DirectorsBoard. The Board of Directors may designate one or more Directors as alternate members conflicts committee shall function in the manner described in the Partnership Agreement and this Agreement. (d) A majority of any committee, who may replace any absent present in person or disqualified member at any meeting of such committee. In the absence or disqualification of a member of any committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting participating in place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law and to the extent provided in a resolution of the Board of Directors, shall have and may exercise all of 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 (if one be adopted) to be affixed to all papers which may require it. Except as otherwise provided in the Certificate of Incorporation, these 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. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommittee, as applicableaccordance with Section 7.7, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members business of such committee. (e) A majority of any committee may determine its action and fix the time and place of its meetings unless the Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 7.5. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. (f) Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of persons who are not Directors; provided, however, that no such committee shall have or may exercise any authority of the Board.

Committees. With the affirmative vote of a majority of the Whole Board of Directors, the The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directorsdirectors. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such the committee. In the absence or disqualification of If a member of a committee shall be absent from any committeemeeting, or disqualified from voting thereat, the remaining member or members thereof present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously may, by unanimous vote, 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 permitted by applicable law and to the extent provided in a the resolution of the Board of Directors, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporationcorporation; but no such committee shall have the power or authority in reference to approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or adopting, amending or repealing any Bylaw of the corporation; and unless the resolution designating the committee, these Bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors, when required. Unless otherwise specified in the resolution of the Board of Directors appointing the committee, all provisions of the Delaware General Corporation Law and these Bylaws relating to meetings, action without meetings, notice (and waiver thereof), and may authorize the seal quorum and voting requirements of the Corporation (if one be adopted) Board of Directors apply, as well, to be affixed to all papers which may require itsuch committees and their members. Except as Unless otherwise provided in the Certificate of Incorporation, these 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. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommittee, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members of such committee.

Committees. With the affirmative vote The Board of Directors may, by resolution or resolutions passed by a majority of the Whole Board of DirectorsDirectors then in office, designate such Committees as it may deem appropriate (and may discontinue the same at any time by resolution or resolutions passed by a majority of the Board of Directors may designate one or more committeesthen in office), each committee Committee to consist of one or more of the directors of the Corporation; provided, however, that the Corporation shall maintain such Committees as are required by and in compliance with the rules and regulations of the Securities and Exchange Commission, the stock exchange on which the Corporation’s common stock is then listed and applicable law. The members of any Committee shall be appointed by the Board of Directors and shall hold office at the pleasure of the Board of Directors. The Board of Directors may designate one or more Directors directors as alternate members of any committeeCommittee, who may replace any absent or disqualified member at any meeting of the Committee, by resolution or resolutions passed by a majority of the Board of Directors then in office. No Committee shall have the power to: (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval; (ii) change the number of directors constituting the Board of Directors; (iii) fill any vacancy on the Board of Directors or any Committee; or (iv) adopt, amend or repeal these Bylaws. Regular meetings of any Committee shall be held at such committeetime and place as the Committee may determine, and special meetings may be called at any time by the Chairman of the Board, the Chief Executive Officer, the President, the Chairman of the Committee or any other member of the Committee. Notice of each meeting of a Committee shall be given (or waived) in the same manner as notice for a Board of Directors’ meeting may be given (or waived), and a majority of the members of the entire Committee shall constitute a quorum for the transaction of business. The act of a majority of the members of the entire Committee present at any meeting at which there is a quorum shall be the act of the Committee unless a greater number is required by law or by the Certificate of Incorporation. In the absence or of disqualification of a any member of any committeesuch Committee or Committees, but not in the case of a vacancy therein, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she the member or they members constitute a quorum, may unanimously appoint another member of the Board of Directors Directors, who is not an officer of the Corporation or any of its subsidiaries and who otherwise is qualified to serve on such Committee, to act at the meeting for all purposes in the place of any such absent or disqualified Committee member. Any such committee, to the extent permitted by applicable law and to the extent provided in a resolution of the Board of Directors, shall have and may exercise all of 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 (if one be adopted) to be affixed to all papers which may require it. Except as otherwise provided in the Certificate of Incorporation, these 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. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommittee, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members of such committee.

Committees. With the affirmative vote 23.1 The Board of Directors may, by resolution passed by a majority of the Whole whole Board of Directors, the Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors, as designated by the Board of Directors. The Board of Directors may designate one or more alternate Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such the committee. In the absence or disqualification of a member of any a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute constituting 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. At all meetings of any committee, a majority of its members (or the member, if only one) shall constitute a quorum for the transaction of business, and the act of a majority of the members present shall be the act of any such committee, unless otherwise specifically provided by the Statute, the Memorandum, these Articles or the resolution establishing such committee. The Board of Directors shall have the power at any time to change the number and members of any such committee, to fill vacancies and to discharge any such committee. 23.2 Any such committee, to the extent permitted by applicable law and to the extent provided in a the resolution of the Board of DirectorsDirectors but subject to any limitations of the Statute, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, Company and may authorize the seal of the Corporation (if one be adopted) Company to be affixed to all papers which that may require it. Except as otherwise provided in the Certificate The provisions herein with respect to notice of Incorporation, these Bylaws, or the resolution meetings of the Board of Directors designating shall apply also to meetings of committees, unless different provisions shall be prescribed by the committee, a Board of Directors. Each committee may create one or more subcommittees, each subcommittee to consist of one or more members of shall serve at the committee, and delegate to a subcommittee any or all of the powers and authority of the committee. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution pleasure of the Board of Directors. It shall keep minutes of its meetings and report the same to the Board of Directors designating when required and shall observe such procedures as are prescribed by the committee (or resolution Board of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommittee, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee Directors. 23.3 The committees of the Board of Directors may be held at include the Audit Committee, the Compensation Committee and the Nomination Committee and any time or place, if any, within or without the State of Delaware whenever called other committees designated by the Chairperson or a majority Board of the members of such committeeDirectors.

Committees. With (a) The Board may establish committees of the affirmative vote Board and may delegate certain of its responsibilities to such committees. (b) The Board shall have an audit committee comprised of three (3) Directors (the "AUDIT COMMITTEE"), all of whom shall be Independent Directors. The Audit Committee shall establish a written audit committee charter in accordance with the rules of the ASE or other applicable exchanges, and/or the Securities and Exchange Commission, as amended from time to time. The Audit Committee shall review the external financial reporting of the Partnership, recommended engagement of the Partnership's independent auditors and review procedures for internal auditing and the adequacy of the Partnership's internal accounting controls. (c) The Board shall have a compensation committee comprised of three (3) Directors (the "COMPENSATION COMMITTEE"), all of whom shall be Independent Directors. The Compensation Committee shall be charged with setting compensation for officers of the Company and the Partnership, as well as administering any Incentive Plans put in place by the Company or the Partnership. (d) The Board shall have a conflicts committee comprised of no fewer than 2 Directors (the "CONFLICTS COMMITTEE"), who shall be Conflicts Directors. The Conflicts Committee shall review, and approve or disapprove, transactions in which a potential conflict of interest exists or arises between the Company, or any of its Affiliates, on the one hand, and the Partnership, MarkWest Energy Operating Company, L.L.C., any Partner of the Partnership or any Assignee (as defined in the Partnership Agreement) all in accordance with the applicable provisions of the Partnership Agreement Any matter approved by the Conflicts Committee in accordance with the provisions, and subject to the limitations, of the Partnership Agreement, shall be conclusively deemed to be fair and reasonable to the Partnership, and not a breach by the Company of any fiduciary or other duties owed to the Partnership by the Company. (e) A majority of any committee may determine its action and fix the Whole Board time and place of Directors, its meetings unless the Board shall otherwise provide. Notice of Directors may designate such meetings shall be given to each member of the committee in the manner provided for in Section 7.3 hereof. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Board from appointing one or more committeescommittees consisting in whole or in part of persons who are not Directors; provided, each however, that no such committee to consist of one or more of the Directors. 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 such committee. In the absence or disqualification of a member of any committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law and to the extent provided in a resolution of the Board of Directors, shall have and or may exercise all of the powers and any 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 (if one be adopted) to be affixed to all papers which may require it. Except as otherwise provided in the Certificate of Incorporation, these 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. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommittee, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members of such committeeBoard.

Committees. With (a) The Board of Directors shall designate (i) an Audit Committee, (ii) a Compensation Committee, (iii) a Nominating and Corporate Governance Committee, and (vi) subject to Section 3.12, one or more other committees as the Board of Directors may by resolution or resolutions designate. Subject to the provisions of Sections 3.10(c), (d) and (e), each committee shall consist of one (1) or more of the directors of the Corporation who shall be appointed by the affirmative vote of a majority of the Whole Board of Directors. No action by any such committee shall be valid unless taken at a meeting for which adequate notice has been given or duly waived by the members of such committee. (b) Any committee of the Board of Directors, the Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors. 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 such committee. In the absence or disqualification of a member of any committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law and to the extent provided in a the resolution or resolutions of the Board of Directors, or in these by-laws, shall have and may exercise all of 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 (if one be adopted) to be affixed to all papers which may require it. Except as otherwise provided ; provided, however, that no such committee shall have the power of authority in reference to (i) amending the Certificate of IncorporationIncorporation or adopting, amending or repealing any by-law of the Corporation, (ii) adopting or approving, or recommending to the stockholders of the Corporation, any action or matter expressly required by the DGCL to be submitted to the stockholders for approval, and (iii) unless the resolution, these Bylawsby-laws, 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. Except as otherwise provided in the Certificate of IncorporationIncorporation expressly so provide, declare a dividend or to authorize the issuance of stock, and, provided, further, that no such committee shall have the power or authority to approve any action described in Section 3.12 of these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommittee, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicableby-laws. Special meetings of any committee shall be held whenever called by direction of the chairman of such committee or at the written request of any one member of such committee. (c) As provided in this Section 3.10(c), during the time periods described this Section 3.10(c), the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority shall establish and maintain three (3) subcommittees of the members of such committee.Nominating and Corporate Governance Committee (collectively, the “Special Nominating Committees”), which shall be designated as the “Vivendi Nominating Committee,” the

Committees. With (a) Subject to the affirmative vote of a majority terms and conditions of the Whole Board of DirectorsNational Security Agreement, the Board of Directors may designate one may, by resolution or more committees, each committee to consist of one or more of resolutions passed by the Directors. 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 such committee. In the absence or disqualification of a member of any committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors representing a majority of all votes entitled to act be cast by the Board of Directors assuming all Class A Directors and Class B Directors were present at a meeting, designate one (1) or more other committees consisting of one (1) or more Directors of the meeting in place of any such absent or disqualified member. Any such committeeCompany, to the extent permitted by applicable law and which, to the extent provided in a such resolution or resolutions, and in the case of the Board of DirectorsCompensation Committee, subject to Section 5.13(b), shall have and may exercise all exercise, subject to the provisions of this Agreement, the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and granted hereunder. Such committee or committees shall have such name or names as may authorize the seal of the Corporation (if one be adopted) determined from time to be affixed to all papers which may require it. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the time by resolution of adopted by 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 committeeDirectors. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a A majority of the Directors then serving on a committee or subcommittee, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of all the members of any such committee may determine its action and fix the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or and place, if any, within or without of its meetings and specify what notice thereof, if any, shall be given, unless the State Board of Delaware whenever called by Directors shall otherwise provide. Subject to Section 5.13(b) below, the Chairperson or a majority Board of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time; provided, that the Board of Directors shall not discharge the Compensation Committee, either with or without cause, without the prior written consent of each Principal so long as such Principal is employed by a Group Member. The Secretary of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committee. (b) Subject to the terms and conditions of the National Security Agreement, for so long as any Principal is employed by a Group Member, a compensation committee of four (4) Directors shall be established (the “Compensation Committee”), which shall have such duties and responsibilities as are customary for such committee with respect to a corporation organized under the DGCL. For so long as any Principal is employed by a Group Member, the Compensation Committee shall be comprised of two (2) Principals and two (2) Class B Directors; provided, however, that if only one Principal is then employed by any Group Member, the Compensation Committee shall consist of such Principal and two (2) Class B Directors. Subject to the terms and conditions of the National Security Agreement, the Compensation Committee shall initially consist of ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇▇▇▇▇ and, as the Class B Directors, ▇▇▇▇▇▇ ▇▇▇▇▇ and Yoshimitsu Goto. The affirmative vote of at least two Class B Directors shall be required for any matters determined by the Compensation Committee. Notwithstanding anything in this Agreement to the contrary, no Principal then appointed to the Compensation Committee shall be removed from the Compensation Committee without such Principal’s consent unless such Principal’s employment with each Group Member has been terminated for any reason (including resignation), and upon any such removal of a Principal from the Compensation Committee, another Principal shall be appointed to the Compensation Committee to serve as a member in such first Principal’s place.

Committees. With (i) Subject to compliance with this Article 6, committees of the Board of Directors shall have and may exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. Any committee designated pursuant to this Section 6.02(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.02(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum and the affirmative vote of a majority of the Whole Board members present shall be necessary for the adoption by it of Directors, the Board of Directors may designate one or more committees, each committee to consist of one or more any resolution (except for obtaining Special Approval at meetings of the DirectorsAudit and Conflicts Committee, which requires the affirmative vote of a majority of the members of such committee). The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the Audit and Conflicts Committee must meet the standards for a Special Independent Director. In the absence or disqualification of a member of any a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Any ; provided, however, that any such committee, to the extent permitted by applicable law and to the extent provided in a resolution replacement member of the Board of Directors, shall have Audit and may exercise all of Conflicts Committee must meet the powers and authority of standards for a Special Independent Director. (ii) In addition to any other committees established by the Board of Directors in pursuant to Section 6.02(e)(i), the management Board of Directors shall maintain an “Audit and Conflicts Committee,” which shall be composed of at least three Special Independent Directors, not less than two of whom shall also meet the S&P Criteria. The Audit and Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the CorporationCompany, the MLP and the OLP required to be considered by, or submitted to, such Audit and Conflicts Committee pursuant to the terms of the MLP Agreement and the Amended and Restated Agreement of Limited Partnership of the OLP, (B) assisting the Board in monitoring (1) the integrity of the MLP’s, the OLP’s and the Company’s financial statements, (2) the qualifications and independence of the MLP’s, the OLP’s and the Company’s independent accountants, (3) the performance of the MLP’s, the OLP’s and the Company’s internal audit function and independent accountants, and may authorize (4) the seal MLP’s, the OLP’s and the Company’s compliance with legal and regulatory requirements, (C) preparing the report required by the rules of the Corporation (if one be adopted) SEC to be affixed to all papers which may require it. Except as otherwise provided included in the Certificate MLP’s annual report on Form 10-K, (D) approving any material amendments to the Administrative Services Agreement, (E) approving or disapproving, as the case may be, the entering into of Incorporationany transaction with a Member or any Affiliate of a Member, these Bylawsother than transactions in the ordinary course of business, (F) approving any of the actions described in Section 6.01(a)-(g) and Section 6.02(c)(v)to be taken on behalf of the Company or the MLP, (G) amending (1) Section 2.07, (2) the definitions of “Independent Director” or “Special Independent Director” in Section 6.02(a), or the resolution definition of “S&P Criteria” in Attachment I, (3) 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. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), requirement that at least a majority of the directors be Independent Directors, (4) the requirement that at least three Independent Directors then serving be Special Independent Directors, (5) the requirement that at least two members of the Audit and Conflicts Committee meet the S&P Criteria or (6) this Section 6.02(e)(ii), and (H) performing such other functions as the Board may assign from time to time, or as may be specified in the charter of the Audit and Conflicts Committee. In acting or otherwise voting on a committee the matters referred to in this Section 6.02(e)(ii), to the fullest extent permitted by law, including Section 18-1101(c) of the Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, the Directors constituting the Audit and Conflicts Committee shall consider only the interest of the Company or subcommitteethe MLP, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members of such committeeincluding its respective creditors.

Committees. With the affirmative vote of a majority (a) The Board may establish committees of the Whole Board of Directors, the Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors. 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 such committee. In the absence or disqualification of a member of any committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified memberBoard. Any such committee, to the extent permitted by applicable law and to the extent provided in a the resolution of the Board of Directorsor in this Agreement, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the CorporationCompany; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the Members, any action or matter expressly required by this Agreement or the Act to be submitted to the Members for approval; or (ii) adopting, amending or repealing any provision of this Agreement. (b) The Board shall have an audit committee (the “Audit Committee”) comprised of Independent Directors. The Audit Committee shall establish a written audit committee charter in accordance with the rules and regulations of the NASDAQ National Market or any National Securities Exchange on which the Common Units are listed from time to time, and may authorize the seal Securities and Exchange Commission, as amended from time to time. The Audit Committee shall review the financial statements of the Corporation Company and the Partnership, review the external financial reporting of the Partnership, recommend engagement of the Partnership’s independent auditors, review procedures for internal auditing and the adequacy of the Partnership’s internal accounting controls and perform such other related functions as may be directed by the Board from time to time. Each member of the Audit Committee shall satisfy the rules and regulations of the NASDAQ National Market or any National Securities Exchange on which the Common Units are listed from time to time and the Securities and Exchange Commission, as amended from time to time, pertaining to qualification for service on an audit committee. (if c) The Board shall have a compensation committee (the “Compensation Committee”) comprised of Independent Directors. The Compensation Committee shall be charged with such matters pertaining to the compensation of Directors, Officers and other personnel of the Company, the review, approval and administration of any Incentive Plans put in place by the Company or the Partnership and such other related matters as may be directed by the Board from time to time. (d) The Board may have a conflicts committee comprised of no fewer than two Directors (the “Conflicts Committee”), all of whom shall be Independent Directors. The Conflicts Committee may review, and approve or disapprove, transactions in which a potential conflict of interest exists or arises between the Company, or any of its Affiliates (other than a Group Member), on the one hand, and any Group Member, any Partner (as defined in the Partnership Agreement, all in accordance with the applicable provisions of the Partnership Agreement. Any matter approved by the Conflicts Committee in accordance with the provisions, and subject to the limitations, of the Partnership Agreement, shall not be adopted) deemed to be affixed a breach of any fiduciary or other duties owed by the Board or any Director to all papers which may require it. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, Company or the resolution Members. (e) At every meeting of the Board of Directors designating the a committee, the presence of a committee may create one or more subcommittees, each subcommittee to consist majority of one or more all the members thereof shall constitute a quorum and the affirmative vote of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a members present shall be necessary for the adoption by the committee of any resolution. The chairman of the committee or subcommittee, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present may fix the time and place of its meetings unless the Board shall otherwise provide. Notice of such meetings shall be the act given to each member of the committee or subcommittee, as applicablein the manner provided for in Section 7.3. Special meetings of any committee of the The Board of Directors may be held shall have power at any time to fill vacancies in, to change the membership of, or placeto dissolve any committee. Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of persons who are not Directors; provided, if anyhowever, within that no such committee shall have or without the State of Delaware whenever called by the Chairperson or a majority may exercise any authority of the members of such committeeBoard.

Committees. With the affirmative vote The board of directors may, at its dissection, by resolution adopted by a majority of the Whole Board authorized number of Directorsdirectors, the Board of Directors may designate one or more committees, each committee to consist of one which shall be composed of two or more directors, to serve at the pleasure of the Directorsboard. The Board of Directors board may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such the committee. In the absence or disqualification of a member of The board may delegate to any committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law and to the extent provided in a resolution such resolution, any of the Board of Directors, shall have and may exercise all of the board's powers and authority of the Board of Directors in the management of the corporation's business and affairs affairs, except with respect to: (a) the approval of any action for which the Corporation, and may authorize the seal of the General Corporation (if one be adopted) to be affixed to all papers which may require it. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, Law or the articles of incorporation also requires approval by the shareholders; (b) the filling of vacancies on the board of directors or any committee; (c) the fixing of compensation of directors for serving on the board or on any committee; (d) the amendment or repeal of bylaws or the adoption of new bylaws; (e) the amendment or repeal of any resolution of the Board of Directors designating board which by ITS express terms is not so amendable or repealable; (f) a distribution to the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members shareholders of the committeecorporation, and delegate to except at a subcommittee any rate or all in a periodic amount or within a price range determined by the board; (g) the authorization of the powers and authority issuance of shares; and (h) the appointment of other committees of the committee. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, board or the resolution members thereof The board may prescribe appropriate rules, not inconsistent with these bylaws, by which proceedings of any such committee shall be conducted. The provisions of these bylaws relating to the calling of meetings of the Board board, notice of Directors designating meetings of the committee (hoard and waiver of such notice, adjournments of meetings of the board, written consents to board meetings and approval of minutes, action by the board by consent in writing without a meeting, the place of holding such meetings, meetings by conference telephone or resolution similar communications equipment, the quorum for such meetings, the vote required at such meetings and the withdrawal of directors after commencement of a meeting shall apply to committees of the board and action by such committees. In addition, any member of the committee designating designated by the subcommittee, if applicable), a majority of board as the Directors then serving on a committee chairman or subcommittee, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of the members secretary of the committee or subcommittee, as applicable, present at any two members of a meeting at which a quorum is present shall be the act committee may call meetings of the committee or subcommittee, as applicable. Special committee_ Regular meetings of any committee of the Board of Directors may be held at any without notice if the time or place, if any, within or without the State and place of Delaware whenever called such meetings are fixed by the Chairperson or a majority board of directors of the members of such committee.

Committees. With the affirmative vote of a majority of the Whole a. The Board of Directors, the Board of Directors may designate one or more committees, each such committee to consist of one or more of the Directorsdirectors. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such the committee. In the absence or disqualification of a member of any a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she such member or they 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. The Board at any time may change the membership of any committee or amend or rescind the resolution designating the committee. Each committee shall keep a record of proceedings and report the same to the Board to such extent and in such form as the Board may require. Unless otherwise provided in the resolution designating a committee, a majority of all of the members of any such committee may select its Chairman, fix its rules or procedure, fix the time and place of its meetings and specify what notice of meetings, if any, shall be given. Any such committee, to the extent permitted by applicable law and to the extent provided in a the resolution of the Board of DirectorsBoard, or in these By-laws, shall have and may exercise all of 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 (if one be adopted) to be affixed to all papers which may require it. Except as otherwise provided ; but no such committee shall have the power or authority in reference to the Certificate of Incorporation, these Bylawsfollowing matter: (i) approving or adopting, or recommending to the resolution stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval or (ii) adopting, amending or repealing any by-law 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. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a Corporation. b. A majority of the Directors directors then serving on a committee or subcommittee, as applicable, of the Board shall constitute a quorum for the transaction of businessbusiness by the committee, and unless the Certificate or a resolution of the Board requires a greater or lesser number, provided that in no case shall a quorum be less than 1/3 of the directors then serving on the committee. The vote of a the majority of the members of the a committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee committee, unless the Certificate or subcommittee, as applicable. Special meetings of any committee a resolution of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or requires a majority of the members of such committeegreater number.

Committees. With (i) Subject to compliance with this Article 6, committees of the Board of Directors shall have and may exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. Any committee designated pursuant to this Section 6.2(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.2(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum and the affirmative vote of a majority of the Whole Board members present shall be necessary for the adoption by it of Directors, the Board of Directors may designate one or more committees, each committee to consist of one or more any resolution (except for obtaining Special Approval at meetings of the DirectorsConflicts Committee, which requires the affirmative vote of a majority of all of the members of such committee). The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the Audit Committee or the Conflicts Committee must meet the standards for an Independent Director. In the absence or disqualification of a member of any a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Any ; provided, however, that any such committee, to the extent permitted by applicable law and to the extent provided in a resolution replacement member of the Board of Directors, shall have and may exercise all of Audit Committee or the powers and authority of Conflicts Committee must meet the standards for an Independent Director. (ii) In addition to any other committees established by the Board of Directors in pursuant to Section 6.2(e)(i), the management Board of Directors shall maintain an “Audit Committee” and a “Conflicts Committee,” each of which shall be composed of at least three Independent Directors, which may be the same Independent Directors. (A) The Conflicts Committee shall be responsible for (1) approving or disapproving, as the case may be, any matters regarding the business and affairs of the CorporationCompany and the MLP required to be considered by, and may authorize or submitted to, the seal Conflicts Committee pursuant to the terms of the Corporation MLP Agreement, (if one be adopted2) approving any material amendments to be affixed to all papers which the Services Agreement, (3) approving or disapproving, as the case may require it. Except as otherwise provided be, the entering into of any material transaction with a Member or any Affiliate of a Member, other than transactions in the Certificate ordinary course of Incorporation, these Bylaws, or business to the resolution of extent that the Board of Directors designating requests the committeeConflicts Committee to make such determination, a committee may create one or more subcommittees, each subcommittee to consist of one or more members (4) approving any of the committee, and delegate following actions: (I) make or consent to a subcommittee general assignment for the benefit of the creditors of the MLP; (II) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the MLP, or otherwise seek, with respect to the MLP, relief from debts or protection from creditors generally; (III) file or consent to the filing of a petition or answer seeking for the MLP a liquidation, dissolution, arrangement, or similar relief under any law; (IV) file an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Company or the MLP in a proceeding of the type described in any of clauses (I) — (III) of this Section 6.2(e)(ii)(A); (V) seek, consent to or acquiesce in the appointment of a receiver, liquidator, conservator, assignee, trustee, sequestrator, custodian or any similar official for the MLP or for all or any substantial portion of such entity’s properties; (VI) sell all or substantially all of the powers and authority assets of the committeeMLP; (VII) dissolve or liquidate the MLP, other than in accordance with Article XII of the MLP Agreement; and (VIII) merge or consolidate the MLP; (5) amending (I) Section 2.9, (II) the definition of “Independent Director” in Section 6.2(a)(iii), (III) the requirement that at least three of the directors be Independent Directors, or (IV) this Section 6.2(e)(ii), and (6) performing such other functions as the Board may assign from time to time, or as may be specified in a written charter of the Conflicts Committee. Except In acting or otherwise voting on the matters referred to in this Section 6.2(e)(ii), to the fullest extent permitted by law, including Section 18-1101(c) of the Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, as otherwise provided amended from time to time, the Directors constituting the Conflicts Committee shall consider only the interest of the Company or the MLP, as applicable, including their respective creditors. (B) The Audit Committee shall be responsible for (1) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company and the MLP required to be considered by, or submitted to, the Audit Committee pursuant to the terms of the MLP Agreement and the requirements of the New York Stock Exchange, Section 10A(m) of the Securities Exchange Act of 1934 (or any successor Law), the rules and regulations of the SEC, other Applicable Law and the charter of the Audit Committee, (2) assisting the Board in monitoring (I) the integrity of the MLP’s financial statements, (II) the qualifications and independence of the MLP’s independent accountants, (III) the performance of the MLP’s internal audit function and independent accountants, and (IV) the MLP’s compliance with legal and regulatory requirements, (3) preparing the report required by the rules of the SEC to be included in the Certificate of IncorporationMLP’s annual report on Form 10-K, these Bylawsand (4) performing such other functions as the Board may assign from time to time, or as may be specified in a written charter of the resolution of Audit Committee. (iii) In addition to any other committees established by the Board of Directors designating the committee (pursuant to Section 6.2(e)(i) or resolution of the committee designating the subcommittee, if applicableSection 6.2(e)(ii), a majority of the Directors then serving on a committee or subcommittee, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may establish a “Compensation Committee,” which, if established, shall be held composed of at least two Independent Directors. The Compensation Committee shall be responsible for setting the compensation for Officers of the Company as well as administering any incentive plans adopted by the Company. The Compensation Committee shall perform such other functions as the Board may assign from time to time or place, if any, within or without as may be specified in a written charter for the State of Delaware whenever called Compensation Committee adopted by the Chairperson or a majority of the members of such committeeBoard.

Committees. With (i) Subject to compliance with this Article 6, committees of the Board of Directors shall have and may exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. Any committee designated pursuant to this Section 6.2(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.2(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum and the affirmative vote of a majority of the Whole Board members present shall be necessary for the adoption by it of Directors, the Board of Directors may designate one or more committees, each committee to consist of one or more any resolution (except for obtaining Special Approval at meetings of the DirectorsAudit and Conflicts Committee, which requires the affirmative vote of a majority of the members of such committee). The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the Audit and Conflicts Committee must meet the standards for an Independent Director. In the absence or disqualification of a member of any a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Any ; provided, however, that any such committee, to the extent permitted by applicable law and to the extent provided in a resolution replacement member of the Board of Directors, shall have Audit and may exercise all of Conflicts Committee must meet the powers and authority of standards for an Independent Director. (ii) In addition to any other committees established by the Board of Directors in pursuant to Section 6.2(e)(i), the management Board of Directors shall maintain an “Audit and Conflicts Committee,” which shall be composed of at least three Independent Directors. The Audit and Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the CorporationCompany and ETE required to be considered by, or submitted to, such Audit and Conflicts Committee pursuant to the terms of the ETE Agreement, (B) assisting the Board in monitoring (1) the integrity of ETE’s and the Company’s financial statements, (2) the qualifications and independence of ETE’s and the Company’s independent accountants, (3) the performance of ETE’s and the Company’s internal audit function and independent accountants, and may authorize (4) ETE’s and the seal Company’s compliance with legal and regulatory requirements, (C) preparing the report required by the rules of the Corporation (if one be adopted) SEC to be affixed included in ETE’s annual report on Form 10-K, (D) approving any material amendments to all papers which the Shared Services Agreement, (E) approving or disapproving, as the case may require it. Except as otherwise provided be, the entering into of any material transaction with a Member or any Affiliate of a Member, other than transactions in the Certificate ordinary course of Incorporation, these Bylaws, or business to the resolution of extent that the Board of Directors designating requests the committeeAudit and Conflicts Committee to make such determination, a committee may create one or more subcommittees, each subcommittee to consist of one or more members (F) approving any of the committeeactions described in Section 6.1(a) – (g) and Section (c)(v) to be taken on behalf of the Company or ETE, (G) amending (1) Section 2.9, (2) the definition of “Independent Director” in Section 6.2(a), (3) the requirement that at least three of the directors be Independent Directors, (4) Sections 6.1(a) – (g) or 6.2 (c)(v) or (5) this Section 6.2(e)(ii), and delegate (H) performing such other functions as the Board may assign from time to time, or as may be specified in a subcommittee any or all written charter of the powers Audit and authority Conflicts Committee. In acting or otherwise voting on the matters referred to in this Section 6.2(e)(ii), to the fullest extent permitted by law, including Section 18-1101(c) of the committee. Except Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, as otherwise provided in amended from time to time, the Certificate Directors constituting the Audit and Conflicts Committee shall consider only the interest of Incorporationthe Company or ETE, these Bylawsas applicable, or the resolution of including their respective creditors. (iii) In addition to any other committees established by the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicablepursuant to Section 6.2(e)(i), a majority of the Directors then serving on a committee or subcommittee, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members of such committee.shall maintain a

Committees. With the affirmative vote of (a) The Board may, by resolution passed by a majority of the Whole Board of Directorswhole Board, the Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors. 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 such the committee. In the absence or disqualification of a member of any a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law and to the extent provided in a the resolution of the Board of DirectorsBoard, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the CorporationCompany, and may authorize the seal of the Corporation (if one be adopted) Company to be affixed to all papers which may require it. Except as otherwise provided ; but no such committee shall have power or authority in reference to amending the Certificate Certificate, adopting an agreement of Incorporationmerger or consolidation, these Bylawsrecommending to the Members the sale, lease or the resolution exchange of the Board of Directors designating the committee, a committee may create one all or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or substantially all of the powers Company's property and authority assets, recommending to the Members a dissolution of the committeeCompany or a revocation of dissolution, or removing or indemnifying Directors; and, unless the resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of Shares of Common Stock. Except as 9 <PAGE> 10 (b) Unless the Board otherwise provided provides, each committee designated by the Board may adopt, amend and repeal rules for the conduct of its business. In the absence of a provision by the Board or a provision in the Certificate rules of Incorporation, these Bylaws, or such committee to the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable)contrary, a majority of the Directors then serving on a entire authorized number of members of such committee or subcommittee, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which the time of such vote if a quorum is then present shall be the act of such committee, and in other respects each committee shall conduct its business in the committee or subcommittee, same manner as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members of such committee.conducts its business pursuant to this Article V.

Committees. With (i) Subject to compliance with this Article 6, committees of the Board of Directors shall have and may exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. Any committee designated pursuant to this Section 6.02(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.02(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum and the affirmative vote of a majority of the Whole Board members present shall be necessary for the adoption by it of Directors, the Board of Directors may designate one or more committees, each committee to consist of one or more any resolution (except for obtaining Special Approval at meetings of the DirectorsAudit and Conflicts Committee, which requires the affirmative vote of a majority of the members of such committee). The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the Audit and Conflicts Committee must meet the standards for an Independent Director. In the absence or disqualification of a member of any a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Any ; provided, however, that any such committee, to the extent permitted by applicable law and to the extent provided in a resolution replacement member of the Board of Directors, shall have Audit and may exercise all of Conflicts Committee must meet the powers and authority of standards for an Independent Director. (ii) In addition to any other committees established by the Board of Directors in pursuant to Section 6.02(e)(i), the management Board of Directors shall maintain an “Audit and Conflicts Committee,” which shall be composed of at least three Independent Directors. The Audit and Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the CorporationCompany and EPE required to be considered by, or submitted to, such Audit and Conflicts Committee pursuant to the terms of the EPE Agreement, (B) assisting the Board in monitoring (1) the integrity of EPE’s and the Company’s financial statements, (2) the qualifications and independence of EPE’s and the Company’s independent accountants, (3) the performance of EPE’s and the Company’s internal audit function and independent accountants, and may authorize (4) EPE’s and the seal Company’s compliance with legal and regulatory requirements, (C) preparing the report required by the rules of the Corporation SEC to be included in EPE’s annual report on Form 10-K, (if one be adoptedD) approving any material amendments to the Administrative Services Agreement, (E) approving or disapproving, as the case may be, the entering into of any transaction with a Member or any Affiliate of a Member, other than transactions in the ordinary course of business, (F) approving any of the actions described in Section 6.01(a) – (g) and Section (c)(v) to be affixed taken on behalf of the Company or EPE, (G) amending (1) Section 2.07, (2) the definition of “Independent Director” in Section 6.02(a), (3) the requirement that at least three directors be Independent Directors, (4) Sections 6.01(a) – (g) or 6.02 (c)(v) or (6) this Section 6.02(e)(ii), and (H) performing such other functions as the Board may assign from time to all papers which time, or as may require it. Except as otherwise provided be specified in the Certificate of Incorporation, these Bylaws, or the resolution charter of the Board of Directors designating Audit and Conflicts Committee. In acting or otherwise voting on the committeematters referred to in this Section 6.02(e)(ii), a committee may create one or more subcommitteesto the fullest extent permitted by law, each subcommittee to consist of one or more members including Section 18-1101(c) of the committee, Act and delegate to a subcommittee any or all Section 17-1101(c) of the powers Delaware Revised Uniform Limited Partnership Act, as amended from time to time, the Directors constituting the Audit and authority Conflicts Committee shall consider only the interest of the committee. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, Company or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommitteeEPE, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members of such committeeincluding its respective creditors.

Committees. With (i) Subject to compliance with this Article 6, committees of the Board of Directors shall have and may exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. Any committee designated pursuant to this Section 6.02(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.02(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum and the affirmative vote of a majority of the Whole Board members present shall be necessary for the adoption by it of Directors, the Board of Directors may designate one or more committees, each committee to consist of one or more any resolution (except for obtaining Special Approval at meetings of the DirectorsAudit and Conflicts Committee, which requires the affirmative vote of a majority of the members of such committee). The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the Audit and Conflicts Committee must meet the standards for a Special Independent Director. In the absence or disqualification of a member of any a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Any ; provided, however, that any such committee, to the extent permitted by applicable law and to the extent provided in a resolution replacement member of the Board of Directors, shall have Audit and may exercise all of Conflicts Committee must meet the powers and authority of standards for a Special Independent Director. (ii) In addition to any other committees established by the Board of Directors in pursuant to Section 6.02(e)(i), the management Board of Directors shall maintain an “Audit and Conflicts Committee,” which shall be composed of at least three Special Independent Directors, not less than two of whom shall also meet the S&P Criteria. The Audit and Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the CorporationCompany, the MLP and the OLP required to be considered by, or submitted to, such Audit and Conflicts Committee pursuant to the terms of the MLP Agreement and the Amended and Restated Agreement of Limited Partnership of the OLP, (B) assisting the Board in monitoring (1) the integrity of the MLP’s, the OLP’s and the Company’s financial statements, (2) the qualifications and independence of the MLP’s, the OLP’s and the Company’s independent accountants, (3) the performance of the MLP’s, the OLP’s and the Company’s internal audit function and independent accountants, and may authorize (4) the seal MLP’s, the OLP’s and the Company’s compliance with legal and regulatory requirements, (C) preparing the report required by the rules of the Corporation SEC to be included in the MLP’s annual report on Form 10-K, (if one be adoptedD) approving any material amendments to the Administrative Services Agreement, (E) approving or disapproving, as the case may be, the entering into of any transaction with a Member or any Affiliate of a Member, other than transactions in the ordinary course of business, (F) approving any of the actions described in Section 6.01(a)-(g) and Section 6.02(c)(v) to be affixed to all papers which may require it. Except as otherwise provided taken on behalf of the Company or the MLP, (G) amending (1) Section 2.07, (2) the definitions of “Independent Director” or “Special Independent Director” in the Certificate of Incorporation, these BylawsSection 6.02(a), or the resolution definition of “S&P Criteria” in Attachment I, (3) 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. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), requirement that at least a majority of the directors be Independent Directors, (4) the requirement that at least three Independent Directors then serving be Special Independent Directors, (5) the requirement that at least two members of the Audit and Conflicts Committee meet the S&P Criteria, (6) Sections 6.01 (a) – (g) or 6.02 (c)(v) or (7) this Section 6.02(e)(ii), and (H) performing such other functions as the Board may assign from time to time, or as may be specified in the charter of the Audit and Conflicts Committee. In acting or otherwise voting on a committee the matters referred to in this Section 6.02(e)(ii), to the fullest extent permitted by law, including Section 18-1101(c) of the Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, the Directors constituting the Audit and Conflicts Committee shall consider only the interest of the Company or subcommitteethe MLP, as applicable, shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the members of such committeeincluding its respective creditors.

Committees. With the affirmative vote (a) The Board of Directors may, by resolution passed by a majority of the Whole entire Board of Directors, the Board of Directors may designate one or more committees, each committee commit tee to consist of one or more of the Directorsdirectors of the Corporation. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of any a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she 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 permitted allowed by applicable law and to the extent provided in a the resolution of the Board of Directorsestablishing such committee, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required. (b) The Corporation shall have an Executive Committee which, and may authorize the seal of the Corporation (if one among any other powers which shall from time to time be adopted) granted to be affixed to all papers which may require it. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the such committee by resolution of the Board of Directors designating Directors, shall have 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 sole power and authority of the committee. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of to recommend nominees to the Board of Directors designating (i) for election to the committee Board of Directors at the stockholders meetings at which directors are to be elected, (or resolution ii) to fill vacancies on the Board of Directors of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommittee, as applicable, shall constitute a quorum for the transaction of businessCorporation in between such stockholders meetings and (iii) to serve on, and the vote of a majority of the members of the committee or subcommitteefill vacancies in, as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Special meetings of any committee of the Board of Directors may be held at any time or placeDirectors. (c) Notwithstanding anything to the contrary contained in these By-laws, if anyuntil July 1, within or without 2001, the State Executive Committee will consist of Delaware whenever called three directors which were initially designated by UNUM Corporation, which will include the Chairperson or a majority Chief Executive Officer of the members Corporation (who will serve as Chairman of such committee), and three directors which were initially designated by Provident Companies, Inc., which will include the President, in each case in accordance with the Agreement and Plan of Merger, dated as of November 22, 1998, between UNUM Corporation and Provident Companies, Inc. (the "Merger Agreement").