Pag 10

(2)

The Corporation shall so exercise the rights conferred on

it by the holding of its interests in any wholly owned subsidiary as

to secure that no person is elected chairman of the board of

directors of the subsidiary except after consultation with the

Secretary as to his suitability for such election.

(3) The Corporation shall secure that, notwithstanding

anything in any wholly owned subsidiary's memorandum or articles of

association, the subsidiary does not

(a)

(b)

engage in any activity which the Corporation itself

has no power to engage in or has power to engage in

only with the consent of the Secretary; or

issue any of its shares, stock or debentures or

transfer any interest it has in any other wholly

owned subsidiary of the Corporation to a person other

than

(i)

the Corporation or another wholly owned

subsidiary of the Corporation; or

(ii)

a person who is to hold them as a nominee

of the Corporation or of a wholly owned

subsidiary of the Corporation,

except with the consent of, or in accordance with the terms of any

general authority given by, the Secretary.

17,

PART III

BOARD OF GOVERNORS AND EXECUTIVE DIRECTOR

Establishment of Board of Governors

(1) There shall be a Board of Governors of the Corporation.

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