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"WRVVFEN CONSENT IN LIEU OF AN ANNUAL MEETING OF " THE SOLE [HAREHOLDER OF !-IILL AND KNOWLTON. INC. The undersigned, being the sole shareholder of HILL AND KNOWLTON, INC., a Delaware corporation (the "Corporation') hereby consents, pursuant to Section " ..... ".. ~ • ,. . . .... • . "..*,';',-,.,. ... ~ ~ .- -.,.:. ..... 228 of the General Corporation Law' of the State of Delaware, to the"ad~ption~'of thei:i: ;- following resolutions taking or authorizing the action specified .~mend By-Laws RESOLVED, that Article IV, Section 1 of the By- Laws of the Corporation be, and it hcr~.by is, amended to include the underscored ~ .~guage and shall read in its entirety as follows: "Section 1. Executive Committee And "Other Committees of Directors. The Board of Directors may, by resolution or resolutions passed by. a majority of the whole Board, designate an Executive Committee and any 9thcr committee~ of directors, such committees to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who .may replace any absent or disqualified member at any meeting of the committee. The ~Executive Committee, while" the Board of Directors of the Corporation is not in session, shall have and may exercise all the powers and authority of the Board of Directors to the full extent permitted by. law. Any other committee, to the extent provided in said resolution or resolutions, shall have and may exercise the powers and authorib, of the Board of Directors. Each such committee shall hold offices for such period as may be prescribed by HKM000852

majority of the whole Board, subject, however, to removal at any time by the .vote of a majority of the whole Boa.hl. ~,ny such committee may adopt its own rules of procedure and may meet at stated times or on such notice as any such committee may det.ennLne. Except as otherwise perrrdtted pursuant to .Arlide III, Section 9 of these By-La'~, each such committee shall keep regular mLnutes of its proceedings and report the same to the Board when required." Electlon of Director~ RESOLVED, that in accordance ~J',h Article III, Section 1 of the Corporation's By-Laws, the " number of director~ cortstitu~g the entire -- Board of Directors shall be th~een (13) and the following persons are elect~ director~ of -. the Corporation, and shall se~'e in accordance - : with the By-Laws: Claudio Belli John D. Bergen Richard E. Cheney Sir Robert C. Cotton Robert L. Dt'lenschneider Thomas E. Eidson Robert K. Gray Douglas G. Hearle David B." MacNaughton Peter G. C~good Howard G. Paster Thomas J. S,'Ived David Wynze-Morgan Dated: 31,1990 By: THE OWL GROUP INC. L~is Trenchdr, " Execath'e Vice President • -2- HKM000853