The Proskauer Rose Charitable Foundation

The purposes for which the foundation is formed are exclusively charitable, as defined in section 501(c)(3) of the internal revenue code of 1986, as amended (the "code ") and shall include the following: (a) to assist, support and provide relief to victims of any disaster who are, at the time of the disaster, employees of proskauer rose or family members of the employee; (b) to provide generally to section 501(c)(3) public charities who are directly providing aid to cities, communities and residents afflicted by a disaster; (c) to provide support and funding to programs and organizations involved in providing assistance, including legal services to the indigent and underprivileged, and to provide support and funding for the development of legal aid programs that benefit the poor and underprivileged; (d)to extend aid to needy persons, and to financially assist individuals, associations, corporations, institutions or agencies engaged in the comfort, health, care, education and general we