MFIN Medallion Financial Corporation

OFFICES

SECTION 1.

SECTION 2.

MEETINGS OF STOCKHOLDERS

SECTION 1.

SECTION 2.

SECTION 3.

SECTION 4.

SECTION 5.

SECTION 6.

SECTION 7.

SECTION 8.

SECTION 9.

DIRECTORS

SECTION 1.

SECTION 2.

SECTION 3.

SECTION 4.

SECTION 5.

SECTION 6.

SECTION 7.

SECTION 8.

SECTION 9.

COMMITTEES OF DIRECTORS

SECTION 1.

SECTION 2.

SECTION 3.

SECTION 4.

OFFICERS

SECTION 1.

SECTION 2.

SECTION 3.

SECTION 4.

SECTION 5.

SECTION 6.

SECTION 7.

SECTION 8.

SECTION 9.

SECTION 10.

SECTION 11.

SECTION 12.

SECTION 13.

SECTION 14.

SECTION 15.

SECTION 16.

SECTION 17.

INDEMNIFICATION

SECTION 1.

CERTIFICATES OF STOCK

SECTION 1.

SECTION 2.

SECTION 3.

SECTION 4.

SECTION 5.

SECTION 6.

EXECUTION OF DOCUMENTS

SECTION 1.

SECTION 2.

SECTION 3.

INSPECTION OF BOOKS

FISCAL YEAR

AMENDMENTS

Advance Notice of Stockholder Business at Annual Meeting. At any annual meeting of stockholders, only such business shall be conducted as shall have been properly brought before the meeting in accordance with this Section 6 of Article II. To be properly brought before an annual meeting, business must be brought: (A) pursuant to the Corporation’s notice of the annual meeting (or any supplement thereto) given by or at the direction of the Chairman or the Lead Independent Director, if any, (B) by or at the direction of the Board, or any committee thereof that has been delegated authority to propose such business pursuant to a resolution adopted by a majority of the Whole Board, (C) by a stockholder of the Corporation who (1) is a stockholder of record at the time of the giving of the notice required by this Section 6(i) of this Article II, (2) is a stockholder of record on the record date for the determination of stockholders entitled to notice of the annual meeting, (3) is a stockholder of record on the record date for the determination of stockholders entitled to vote at the annual meeting, (4) is a stockholder of record at the time of the annual meeting and (5) has timely complied in proper written form with the notice procedures set forth in this Section 6 of Article II or (D) as may be provided in the certificate of designations for any class or series of preferred stock of the Corporation. In addition, for business to be properly brought before an annual meeting by a stockholder, such business must be a proper matter for stockholder action pursuant to these By-Laws and applicable law. For the avoidance of doubt, except for proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations and any successors thereto, the “1934 Act”), subject to clause (D) above, clause (C) above shall be the exclusive means for a stockholder to bring business before an annual meeting of stockholders.

To comply with clause (C) of this Section 6(i) of Article II above, a stockholder’s notice must set forth all information required under this Section 6(i) of Article II and must be timely received by the Secretary of the Corporation. To be timely, a stockholder’s notice must be received by the Secretary at the principal executive offices of the Corporation not later than 5:00 p.m., Eastern time, on the 120th day, nor earlier than 8:00 a.m., Eastern time, on the 150th day, before the one-year anniversary of the date on which the Corporation first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior to, or delayed by more than 60 days after, the one-year anniversary of the date of the previous year’s annual meeting, then, for notice

To be in proper written form, a stockholder’s notice to the Secretary must set forth as to each matter of business the stockholder intends to bring before the annual meeting (a stockholder giving notice pursuant to this Section 6(i) of Article II, Section 6(ii) of Article II, or Section 6(iii) of Article II, a “Noticing Stockholder”):

a brief description of the business intended to be brought before the annual meeting, the text of the proposed business (including the text of any resolutions proposed for consideration and, in the event that such proposal or business includes a proposal to amend these By-Laws, the text of the proposed amendment) and the reasons for conducting such business at the annual meeting;

the name and address (including as they appear on the Corporation’s books, if such person is a holder of record of common stock) of the Noticing Stockholder proposing such business and any Stockholder Associated Person (as defined below);

the class or series, as applicable, and number of shares or other securities of each of the Corporation or any of its subsidiaries (including any preferred, debt or hybrid securities or similar interest in the Corporation or any of its subsidiaries) that are, directly or indirectly, held of record or are beneficially owned (specifying the type of ownership) by the Noticing Stockholder or any Stockholder Associated Person (including any right to acquire beneficial ownership at any time in the future, whether such right is exercisable immediately or only after the passage of time or the fulfillment of a condition) and the date or dates on which such shares or other securities were acquired;

the name of each nominee holder for, and number of, any securities of the Corporation or any of its subsidiaries owned beneficially but not of record by the Noticing Stockholder or any Stockholder Associated Person and any pledge by the Noticing Stockholder or any Stockholder Associated Person with respect to any of such securities;

any agreement, arrangement or understanding, whether written or oral, (including and regardless of the form of settlement, any derivative, long or short positions, profit interests, forwards, futures, swaps, options, warrants, convertible securities, stock appreciation or similar rights, repurchase agreements or arrangements, hedging or other transaction or series of transactions, borrowed or loaned shares and so-called “stock borrowing” agreements or arrangements) that has been entered into by or on behalf of the Noticing Stockholder or any Stockholder Associated Person, the effect or intent of which is to create or mitigate loss to, or

any rights to dividends on the Corporation or any of its subsidiaries’ securities beneficially owned by the Noticing Stockholder or any Stockholder Associated Person that are separated or separable from the underlying security;

any material interest (including any existing or prospective commercial, business or contractual relationship) of the Noticing Stockholder or a Stockholder Associated Person in the Corporation or any of its subsidiaries or in such business of the Corporation or any of its subsidiaries, other than an interest arising from the ownership of Corporation securities where the Noticing Stockholder or any Stockholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series;

any agreement, arrangement or understanding between the Noticing Stockholder and any Stockholder Associated Person, or between the Noticing Stockholder and any Stockholder Associated Person and any other person or entity, in each case, relating to any security of the Corporation or any of its subsidiaries or the voting thereof or the proposal of such business;

any proportionate interest in the Corporation or any of its subsidiaries’ securities or any Derivative Instruments held, directly or indirectly, by a general or limited partnership, limited liability company or similar entity in which the Noticing Stockholder or any Stockholder Associated Person is (A) a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership or (B) is the manager, managing member or, directly or indirectly, beneficially owns an interest in the manager or managing member of such limited liability company or similar entity;

any performance-related fees that the Noticing Stockholder or any Stockholder Associated Person is entitled to based on any increase or decrease in the value of the Corporation or any of its subsidiaries’ securities or any Derivative Instruments, including, any such interests held by members of the immediate family of such persons sharing the same household;

any equity interests or any Derivative Instruments, in each case with a market value of more than $100,000, in any competitor (as defined below) of the Corporation or any of its subsidiaries that are held or beneficially owned by the Noticing Stockholder or any Stockholder Associated Person;

any direct or indirect interest of the Noticing Stockholder or any Stockholder Associated Person in any agreement with the Corporation, any affiliate of the Corporation or any competitor of the Corporation or any of its subsidiaries (in each case, including, any employment agreement, collective bargaining agreement or consulting agreement);

a representation and undertaking whether the Noticing Stockholder is a holder of record of common stock of the Corporation, as of the date of submission of the Noticing Stockholder’s notice and intends to appear in person or by means of remote communications, if applicable, at the annual meeting to present such business at the annual meeting;

any other information relating to the Noticing Stockholder or any Stockholder Associated Person, or the proposed business, that, in each case, would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies in support of such proposal pursuant to Section 14 of the 1934 Act;

any material pending or, to the Noticing Stockholder’s knowledge, threatened legal proceeding or investigation in which the Noticing Stockholder or any Stockholder Associated Person is a party or material participant involving the Corporation and any of its subsidiaries or any of its or their respective officers, directors or affiliates;

any material relationship between the Noticing Stockholder or any Stockholder Associated Person, on the one hand, and the Corporation and any of its subsidiaries or any of its or their officers, directors or affiliates, on the other hand;

a statement whether the Noticing Stockholder or any Stockholder Associated Person is or has been, within the past three years, an officer, employee or director of a competitor of the Corporation or any of its subsidiaries within the scope of Section 8 of the Clayton Antitrust Act of 1914, as amended (the “Clayton Act”), and a description of any interest in or relationship between the Noticing Stockholder or any Stockholder Associated Person and any competitor of the Corporation or any of its subsidiaries that could cause the Corporation to fail to comply with Section 8 of the Clayton Act if such Noticing Stockholder or Stockholder Associated Person were a director or officer of the Corporation or any of its subsidiaries;

a statement whether the Noticing Stockholder or Stockholder Associated Person is or has been, within the past three years, an officer, employee or director of any depository institution, depository institution holding company or entity that has been designated as a Systemically Important Financial Institution, each as defined in the Depository Institution Management Interlocks Act;

a representation as to whether such Noticing Stockholder or any Stockholder Associated Person has breached any agreement, arrangement or understanding with the Corporation except as previously disclosed to the Corporation; and

a representation and undertaking as to whether the Noticing Stockholder or any Stockholder Associated Person intends, or is part of a group that intends, to (x) deliver a proxy statement or form of proxy to or otherwise solicit proxies from holders of at least the percentage of the voting power of the Corporation’s then outstanding stock required to approve or adopt the proposal, or (y) otherwise solicit proxies from stockholders in support of such proposal (such information provided and statements made as required by the foregoing clauses (1) through (20), a “Business Solicitation Statement”).

Without exception, no business shall be conducted at any annual meeting except in accordance with the provisions set forth in this Section 6 of Article II. In addition, business proposed to be brought by a stockholder may not be brought before the annual meeting if the Noticing Stockholder or a Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Business Solicitation Statement applicable to such business or if the Business Solicitation Statement applicable to such business contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading.

Advance Notice of Director Nominations at Annual Meetings. Notwithstanding anything in these By-Laws to the contrary, only persons who are nominated in accordance with the procedures set forth in this Section 6 of Article II shall be eligible for election or reelection as directors at an annual meeting of stockholders. Nominations of persons for election or reelection to the Board shall be made at an annual meeting of stockholders only (A) by or at the direction of the Board, or any committee thereof that has been delegated authority to nominate such persons pursuant to a resolution adopted by a majority of the Whole Board, (B) by a stockholder of the Corporation who (1) is a stockholder of record at the time of the giving of the notice required by this Section 6(ii) of this Article II, (2) is a stockholder of record on the record date for the determination of stockholders entitled to notice of the annual meeting, (3) is a stockholder of record on the record date for the determination of stockholders entitled to vote at the annual meeting, (4) is a stockholder of record at the time of the annual meeting and (5) has timely complied in proper written form with the notice procedures set forth in this Section 6 of Article II or (C) as may be provided in the certificate of designations for any class or series of preferred stock of the Corporation. In addition to any other applicable requirements, for a nomination to be made by a stockholder, the stockholder must have given timely notice in proper written form to the Secretary at the principal executive offices of the Corporation.

To comply with clause (B) of Section 6(ii) of this Article II above, a nomination to be made by a stockholder must set forth all information required under this Section 6(ii) of this Article II and must be timely received by the Secretary of the Corporation. To be timely, a stockholder’s notice must be received by the Secretary at the principal executive offices of the Corporation not later than 5:00 p.m., Eastern time, on the 120th day, nor earlier than 8:00 a.m., Eastern time, on the 150th day, before the one-year anniversary of the date on which the Corporation first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior to, or delayed by more than 60 days after, the one-year anniversary of the date of the previous year’s annual meeting, then, for notice by the stockholder to be timely, it must be so received by the Secretary at the principal executive offices of the Corporation not earlier than 8:00 a.m., Eastern time, on the 120th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern time, on the later of (i) the 90th day prior to the date of such annual meeting, or (ii) the 10th day following the day on which Public Announcement of the date of such annual meeting is first made. In no event shall any adjournment, rescheduling, postponement or other delay of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this Section 6(ii)(a) of Article II. In no event may a stockholder provide notice with respect to a greater number of director candidates than there are director seats subject to election by stockholders at the annual meeting, and for the avoidance of doubt, no stockholder shall be entitled to make additional or substitute nominations following the expiration of the time period set forth in this Section 6(ii)(a) of Article II.

To be in proper written form, a Noticing Stockholder’s notice to the Secretary required to be delivered pursuant to this Section 6(ii) of Article II must set forth:

as to each person (a “nominee”) whom the stockholder proposes to nominate for election or reelection as a director:

the name, age, business address and residence address of the nominee;

the principal occupation or employment of the nominee;

a description of all arrangements or understandings, written or oral, between or among any of the stockholder, each nominee and/or any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder or relating to the nominee’s potential service on the Board;

any direct or indirect compensatory, payment, indemnification or other financial agreement, arrangement or understanding that such nominee has, or has had within the past three years, with any person or entity other than the Corporation (including, the amount of any payment or payments received or receivable thereunder), in each case (x) in connection with candidacy or service as a director of the Corporation (such agreement, arrangement or understanding, a “Third-Party Compensation Arrangement”) or (y) with a competitor;

a description of any other material relationships between the nominee and such nominee’s respective “affiliates” and “associates”, which each shall have the respective meanings set forth in Rule 12b-2 under the 1934 Act, on the one hand, and the Noticing Stockholder and any Stockholder Associated Person, on the other hand, including, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such stockholder or Stockholder Associated Person were the “registrant” for purposes of such rule and such nominee were a director or executive officer of such registrant;

a description of any business or personal interests that would reasonably be expected to place the nominee in a potential conflict of interest with the Corporation or any of its subsidiaries;

a written statement executed by the nominee (x) consenting to being named as a nominee of such stockholder, (y) consenting to serving as a director of the Corporation, if elected, and (z) consenting to being named in the Corporation’s form of proxy pursuant to Rule 14a-19 under the 1934 Act (“Rule 14a-19”);

any other information relating to the nominee that would be required to be disclosed about such nominee if proxies were being solicited for the election or reelection of the nominee as a director in a contested election, or that is otherwise required, in each case pursuant to Section 14 of the 1934 Act; and

as to the Noticing Stockholder and any Stockholder Associated Person (including each nominee), (A) the information required to be provided pursuant to clauses (2) through (20) of Section 6(i)(b) of Article II above and (B) a representation and undertaking as to whether such stockholder or Stockholder Associated Person intends, or is part of a group that intends, to (x) deliver a proxy statement or form of proxy to or otherwise solicit proxies from holders of at least the percentage of the voting power of the Corporation’s then outstanding stock required to elect or re-elect such nominee(s) (which representation and undertaking must include a statement as to whether such stockholder or any Stockholder Associated Person intends to solicit the requisite percentage of the voting power of the Corporation’s stock under Rule 14a-19), or (y) otherwise solicit proxies from stockholders in support of such nomination (such information provided and statements made as required by Section 6(ii)(b)(1) and Section 6(ii)(b)(2) of this Article II, a “Nominee Solicitation Statement”).

To be eligible to be a nominee of any stockholder for election or reelection as a director of the Corporation, any person nominated by a stockholder for election or reelection as a director must, at the request of the Board, furnish to the Secretary (1) that information required to be set forth in the Noticing Stockholder’s notice of nomination of such person as a director as of a date subsequent to the date on which the notice of such person’s nomination was given, (2) such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director or audit committee financial expert of the Corporation under applicable law, securities exchange rule or regulation, or any publicly disclosed policies of the Corporation, including the corporate governance guidelines, code of ethics and committee charters of the Corporation, and (3) such other information that would be reasonably likely to be material to a reasonable stockholder’s understanding of the independence, or lack thereof, or the qualifications of such nominee. Such additional information, if applicable, must be received by the Secretary at the principal executive offices of the Corporation promptly in writing following a request therefor, not later than such reasonable time as is specified in any such request from the Corporation. In the absence of the timely furnishing of such information if requested, the Noticing Stockholder’s nomination shall not be considered in proper form and shall be ineligible for consideration at the annual meeting pursuant to this Section 6(ii) of Article II.

Without exception, no person shall be eligible for election or reelection as a director of the Corporation at an annual meeting of stockholders unless nominated in accordance with the provisions set forth in this Section 6 of Article II. If the Noticing Stockholder or any Stockholder Associated Person provides notice pursuant to Rule 14a-19(b), no later than five (5) business days prior to the annual meeting or any adjournment, rescheduling, postponement or other delay thereof, the Noticing Stockholder shall provide the Corporation with reasonable evidence that such Noticing Stockholder or Stockholder Associated Person has met the requirements of Rule 14a-19. If the Noticing Stockholder fails to comply with the requirements of Rule 14a-19 (including because the stockholder provides the Corporation with the notice required by Rule 14a-19(b) with respect to a proposed nominee but fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) (or fails to timely provide reasonable evidence of such compliance)), then the director nominee(s) proposed by such Noticing Stockholder shall be ineligible for election or reelection at the annual meeting, and any votes or proxies in respect of such nomination shall be disregarded, notwithstanding that such proxies may have been received by the Corporation. In addition, a nominee shall not be eligible for election or reelection if a Noticing Stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee or any other information provided to the Corporation by or on behalf of such nominee, a Noticing Stockholder or a Stockholder Associated Person which contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairman of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that a nomination was not made in accordance with the provisions prescribed by these By-Laws, and if the chairman should so determine, the chairman shall so declare at the annual meeting, and the defective nomination shall be disregarded.

Advance Notice of Stockholder Business and Director Nominations for Special Meetings.

Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting (or any supplement thereto). For a special meeting of stockholders at which directors are to be elected or re-elected pursuant to the Corporation’s notice of meeting (or any supplement thereto), nominations of persons for election or reelection to the Board shall be made only (1) by or at the direction of the Board, or any committee thereof that has been delegated authority to nominate such persons pursuant to a resolution adopted by a majority of the Whole Board, or (2) by any stockholder of the Corporation who (A) is a stockholder of record at the time of the giving of the notice required by this Section 6(iii) of Article II, (B)

The chairman of the special meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these By-Laws, and if the chairman should so determine, the chairman shall so declare at the meeting, and the defective nomination shall be disregarded.

Other Requirements and Procedures.

In addition to the foregoing provisions of this Section 6 of Article II, a stockholder must also comply with all applicable requirements of state law and applicable federal law, including the 1934 Act, with respect to the matters set forth in this Section 6 of Article II. Nothing in this Section 6 of Article II shall be deemed to affect any rights of (1) a stockholder to request the inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the 1934 Act or (2) the Corporation to omit a proposal from the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the 1934 Act.

Any proposed nominee shall not be eligible for election as a director unless such proposed nominee has, within ten (10) days following any reasonable request therefor from the Board or any committee thereof, made him or herself available to be interviewed by the Board (or any committee or other subset thereof) with respect to the information about such proposed nominee included in the notice from the stockholder described in this Section 6 of Article II, such proposed nominee’s qualifications to serve as a director or any other matter relating to such proposed nominee’s candidacy or service as a director of the Corporation.

To be eligible to be a nominee of any stockholder for election or reelection as a director of the Corporation, the proposed nominee must provide to the Secretary, in accordance with the applicable time periods prescribed for delivery of notice under Section 6(ii)(a) or Section 6(iii) of Article II:

a signed and completed written questionnaire (in the form provided by the Secretary at the written request of the Noticing Stockholder, which form will be provided by the Secretary within ten (10) business days of receiving such request) containing information regarding such nominee’s background and qualifications and such other information as may reasonably be required by the Corporation to determine the eligibility of such nominee to serve as a director of the Corporation or to serve as an independent director of the Corporation;

a written representation and undertaking that, unless previously disclosed to the Corporation, such nominee is not, and will not become, a party to any voting agreement, arrangement, commitment, assurance or understanding with any person or entity as to how such nominee, if elected as a director, will act or vote on any issue or question (a “Voting Commitment”) or any Voting Commitment that could limit or interfere with such nominee’s ability to comply, if elected as a director of the Corporation, with such nominee’s fiduciary duties under applicable law;

a written representation and undertaking that, unless previously disclosed to the Corporation, such nominee is not, and will not become, a party to any Third-Party Compensation Arrangement;

a written representation and undertaking that, if elected as a director, such nominee would be in compliance, and will continue to comply, with the codes of ethics and other policies and guidelines applicable to directors and in effect during such person’s term in office as a director (and, if requested by any candidate for nomination, the Secretary will provide to such proposed nominee all such policies and guidelines then in effect);

a written representation and undertaking that such nominee, if elected, intends to serve a full term on the Board; and

a written representation and undertaking that such nominee will provide facts, statements, and other information in all communications with the Corporation and its stockholders that are or will be true and correct in all material respects and that do not and will not omit to state any fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading in any material respect.

Except as provided in this Section 6 of Article II, at each annual meeting of stockholders, directors elected to succeed those directors whose terms then expire will be elected for a term of office to expire in accordance with Section 2 of Article III below, after their election, with each director to hold office until such director’s successor will have been duly elected and qualified or until his or her earlier resignation or removal. Directors need not be stockholders unless so required by the Certificate of Incorporation or by these By-Laws, wherein other qualifications for directors may be prescribed.

The Noticing Stockholder shall update and supplement its notice delivered pursuant to Section 6(i), 6(ii) or 6(iii) of this Article II (A) if necessary, so that the information provided or required to be provided in such notice is true and correct in all material respects as of the record date(s) for determining the stockholders entitled to notice of, and to vote at, the applicable meeting and as of the date that is ten (10) business days prior to the applicable meeting and any adjournment, rescheduling, postponement or other delay thereof. Such update and supplement must be received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date(s) for the applicable meeting (in the case of any update and supplement required to be made as of the record date(s)), and not later than eight (8) business days prior to the date of the applicable

If any information submitted pursuant to this Section 6 of Article II is inaccurate in any material respect, such information shall be deemed not to have been provided in accordance with these By-Laws. The stockholder providing the notice shall notify the Secretary in writing at the principal executive offices of the Corporation of any material inaccuracy or change in any such information within two (2) business days of becoming aware of any such inaccuracy or change. Upon written request by the Secretary or the Board (or a duly authorized committee thereof), the stockholder providing the notice shall provide, within five (5) business days of delivery of such request (or such other period as may be specified in such request), (i) written verification, reasonably satisfactory to the Board, to demonstrate the accuracy of any information submitted by the Noticing Stockholder pursuant to this Section 6 of Article II, and (ii) a written update of any information (including written confirmation by such stockholder that it continues to intend to bring such proposed nominee or proposed business before the meeting) submitted by the Noticing Stockholder pursuant to this Section 6 of Article II as of an earlier date, it being understood that no such notification may cure any deficiencies or inaccuracies with respect to any prior submission by such Noticing Stockholder. If the Noticing Stockholder fails to provide such written verification within such period, the information as to which written verification was requested shall be deemed not to have been provided in accordance with this Section 6 of Article II and shall be deemed not to have been provided.

Notwithstanding anything in these By-Laws to the contrary, to be eligible to be a nominee for election or reelection as a director of the Corporation, the inclusion of any proposed nominee on the Board must not violate, or cause the Corporation or any of its subsidiaries to violate, any law or regulation (whether antitrust, banking or otherwise), as determined by the Board, as advised by counsel.

For the avoidance of doubt, the obligation to update and supplement, or provide additional information or evidence, as set forth in these By-Laws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines pursuant to these By-Laws or enable or be deemed to permit a stockholder who has previously submitted notice pursuant to these By-Laws to amend or update any nomination or to submit any new nomination. No disclosure pursuant to these By-Laws will be required with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee holder who is the stockholder submitting a notice pursuant to this Section 6 of Article II solely because such broker, dealer, commercial bank, trust company or other nominee holder has been directed to prepare and submit the notice required by these By-Laws on behalf of a beneficial owner.

Notwithstanding anything to the contrary in this Section 6 of Article II, unless otherwise required by law, if the Noticing Stockholder (or a qualified representative of the stockholder) does not appear in person at the applicable meeting to present a nomination or other proposed business, such nomination will be disregarded or such proposed business will not be transacted, as the case may be, notwithstanding that proxies in respect of such nomination or business may have been received by the Corporation. For purposes of this Section 6 of Article II, to be considered a qualified representative of the Noticing

Any written notice, supplement, update or other information required to be delivered by a stockholder to the Corporation pursuant to this Section 6 of Article II must be given by personal delivery, by overnight courier or by registered or certified mail, postage prepaid, to the Secretary at the Corporation’s principal executive offices and shall be deemed not to have been delivered unless so given.

For purposes of this Section 6 of Article II, a “Stockholder Associated Person” shall mean, with respect to a Noticing Stockholder, (i) any person directly or indirectly controlling, controlled by or under common control with such Noticing Stockholder, (ii) any beneficial owner of shares of stock or other securities of the Corporation or any of its subsidiaries on whose behalf the proposal or nomination, as the case may be, is being made, and any person controlling, controlled by or under common control with such beneficial owner, (iii) any person or entity who is a member of a “group” (as such term is used in Rule 13d-5 under the 1934 Act) with, such Noticing Stockholder or such person referred to in the preceding clauses (i) and (ii) with respect to the proposal or nomination, as the case may be, (iv) any associate (as defined in Rule 12b-2 under the 1934 Act) of such Noticing Stockholder or such person referred to in the preceding clauses (i) and (ii), (v) any participant (as defined in Instruction 3 to Item 4 of Schedule 14A) with such Noticing Stockholder or such person referred to in the preceding clauses (i) and (ii) with respect to any proposed business or nominations, as applicable, and (vi) any nominee of such Noticing Stockholder.

Except as otherwise provided, for purposes of this Section 6 of Article II, “competitor” shall mean any bank or other financial institution in the consumer lending business or that otherwise lends money or engages in other services that are competitive with the Corporation or any of its subsidiaries for purposes of the Clayton Act.

Substitution of Nominees. If a person is designated as a nominee by or at the direction of the Board, or any committee thereof that has been delegated authority to nominate such persons pursuant to a resolution adopted by a majority of the Whole Board, and shall thereafter become unable or unwilling to stand for election to the Board, the Board or such committee may designate a substitute nominee. Notwithstanding the foregoing, if a person is designated as a nominee by a stockholder and shall thereafter become unable or unwilling to stand for election to the Board, no replacement nominee shall be presented for a vote at such election unless such replacement nominee is nominated in accordance with the notice procedures set forth in this Section 6 of Article II.

Compliance with Procedures. If the chairman of the meeting for the election or the Board determines that a nomination for any candidate for election as a director or the submission of any business at a shareholder meeting was not made in accordance with the applicable provisions of these By-Laws, such nomination will be disregarded or such proposed business will not be transacted, as the case may be, notwithstanding that proxies in respect of such nomination or business may have been received by the Corporation.

The Chairman and, in the Chairman’s absence, the Lead Independent Director, shall act as chairman of meetings of stockholders of the Corporation. The Board may designate any director or officer of the Corporation to act as chairman of any meeting in the absence of the Chairman and the Lead Independent Director, if any, and only the Board may further provide for determining who shall act as chairman of any meeting of stockholders in the absence of the Chairman, the Lead Independent Director, if any, or any such designee.

The Board may adopt by resolution such rules, regulations and procedures for the conduct of any meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules, regulations and procedures as adopted by the Board, the chairman of any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairman of the meeting, may include the following: (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (iii) rules, regulations and procedures for maintaining order at the meeting and the safety of those present; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized proxies or such other persons as the chairman of the meeting shall determine; (v) restrictions on entry to the meeting after the time fixed for the commencement of the meeting; (vi) limitations on the time allotted to questions or comments by participants; (vii) removal of any stockholder or any other individual who refuses to comply with meeting rules, regulations or procedures; (viii) the conclusion, recess or adjournment of the meeting, regardless of whether a quorum is present, to a later date and time and at a place, if any, announced at the meeting; (ix) restrictions on the use of audio and video recording devices, cell phones and other electronic devices; (x) rules, regulations or procedures for compliance with any state or local laws or regulations including those concerning safety, health and security; (xi) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting and (xii) any rules, regulations or procedures as the chairman of the meeting may deem appropriate regarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting, whether such meeting is to be held at a designated place or solely by means of remote communication.

The chairman of a stockholder meeting, in addition to making any other determinations that may be appropriate regarding the conduct of the meeting, shall determine and declare to the meeting that a matter of business was not properly brought before the meeting, and, if the chairman of the meeting (or the Board in advance of any meeting) should so determine, the chairman of the meeting (or the Chairman) shall so declare to the meeting and any such matter of business not properly brought before the meeting shall not be transacted or considered. Except to the extent determined by the Board or the person presiding at the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Procedure. The Executive Committee shall, by a vote of a majority of its members, fix its own times and places of meeting, determine the number of its members constituting a quorum for the transaction of business, and prescribe its own rules of procedure, no change in which shall be made save by a majority vote of its members.

Responsibilities. During the intervals between the meetings of the Board, except as otherwise provided by the Board in establishing such committee or otherwise, the Executive Committee shall possess and may exercise all the powers of the Board in the management and direction of the business and affairs of the Corporation which are legally delegable to a committee; provided, however, that the Executive Committee shall not, except to the extent the Certificate of Incorporation or the resolution providing for the issuance of shares of stock adopted by the Board as provided in Section 151(a) of the Delaware General Business Corporation Law, have the power:

to amend or authorize the amendment of the Certificate of Incorporation or these By-Laws;

to authorize the issuance of stock;

to authorize the payment of any dividend;

to adopt an agreement of merger or consolidation of the Corporation or to recommend to the stockholders the sale, lease or exchange of all or substantially all the property and business of the Corporation;

to recommend to the stockholders a dissolution, or a revocation of a dissolution, of the Corporation; or

to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware Business Corporation Law.

Reports. The Executive Committee shall keep regular minutes of its proceedings, and all action by the Executive Committee shall be reported promptly to the Board. Such action shall be subject to review, amendment and repeal by the Board, provided that no rights of third parties shall be adversely affected by such review, amendment or repeal.

Appointment of Additional Members. In the absence or disqualification of any member of the Executive Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member.

Procedure. The Audit Committee, by a vote of a majority of its members, shall fix its own times and places of meeting, shall determine the number of its members constituting a quorum for the transaction of business, and shall prescribe its own rules of procedure, no change in which shall be made save by a majority vote of its members.

Responsibilities. The Audit Committee shall review the annual financial statements of the Corporation prior to their submission to the Board, shall consult with the Corporation’s independent auditors, and may examine and consider such other matters in relation to the internal and external audit of the Corporation’s accounts and in relation to the financial affairs of the Corporation and its accounts, including the selection and retention of independent auditors, as the Audit Committee may, in its discretion, determine to be desirable.

Reports. The Audit Committee shall keep regular minutes of its proceedings, and all action by the Audit Committee shall, from time to time, be reported to the Board as it shall direct. Such action shall be subject to review, amendment and repeal by the Board, provided that no rights of third parties shall be adversely affected by such review, amendment or repeal.

Appointment of Additional Members. In the absence or disqualification of any member of the Audit Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member.

Procedure. Each committee, appointed pursuant to this Section 3, shall, by a vote of a majority of its members, fix its own times and places of meeting, determine the number of its members constituting a quorum for the transaction of business, and prescribe its own rules of procedure, no change in which shall be made save by a majority vote of its members.

Responsibilities. Each committee, appointed pursuant to this Section 3, shall exercise the powers assigned to it by the Board in its discretion.

Reports. Each committee appointed pursuant to this Section 3 shall keep regular minutes of proceedings, and all action by each such committee shall, from time to time, be reported to the Board as it shall direct. Such action shall be subject to review, amendment and repeal by the Board, provided that no rights of third parties shall be adversely affected by such review, amendment or repeal.

Appointment of Additional Members. In the absence or disqualification of any member of each committee, appointed pursuant to this Section 3, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board (or, to the extent permitted, another person) to act at the meeting in place of any such absent or disqualified member.

The owner of said certificate shall file with the Secretary or any Assistant Secretary of the Corporation an affidavit giving the facts in relation to the ownership, and in relation to the loss or destruction of said certificate, stating its number and the number of shares represented thereby; such affidavit shall be in such form and contain such statements as shall satisfy the Chief Executive Officer, the President, any Executive Vice President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer, that said certificate has been accidentally destroyed or lost, and that a new certificate ought to be issued in lieu thereof. Upon being so satisfied, any such officer may require such owner to furnish the Corporation a bond in such sum and in such form as such officer may deem advisable, and with a surety or sureties approved by him, to indemnify and save harmless the Corporation from any claim, loss, damage or liability which may be occasioned by the issuance of a new certificate in lieu thereof. Upon such bond being so filed, if so required, a new certificate for the same number of shares shall be issued to the owner of the certificate so lost or destroyed; and the transfer agent and registrar, if any, of stock shall countersign and register such new certificate upon receipt of a written order signed by any such officer, and thereupon the Corporation will save harmless said transfer agent and registrar. In case of the surrender of the original certificate, in lieu of which a new certificate has been issued, or the surrender of such new certificate, for cancellation, the bond of indemnity given as a condition of the issue of such new certificate may be surrendered; or

The Board of the Corporation may by resolution authorize and direct any transfer agent or registrar of stock of the Corporation to issue and register respectively from time to time without further action or approval by or on behalf of the Corporation new certificates of stock to replace certificates reported lost, stolen or destroyed upon receipt of an affidavit of loss and bond of indemnity in form and amount and with surety satisfactory to such transfer agent or registrar in each instance or upon such terms and conditions as the Board may determine.