TD CLUB FOUNDATION

THE ORGANIZATION IS ORGANIZED AND SHALL BE OPERATED EXCLUSIVELY FOR CHARITABLE PURPOSES, AS DETERMINED BY THE BOARD OF DIRECTORS OF THE CORPORATION, AND WHICH PURPOSES SHALL IN ALL EVENTS BE CONSTRUED TO BE EXCLUSIVELY FOR CHARITABLE PURPOSES WITHIN THE MEANING OF 501(C)(3) OF THE INTERNAL REVENUE CODE OR THE CORRESPONDING PROVISIONS OF ANY SUBSEQUENT FEDERAL TAX LAW (THE "IRC") AND UNDER THE LAWS OF THE STATE OF TEXAS, INCLUDING, BUT NOT LIMITED TO SUPPORTING CHILDREN WITH DEVELOPMENTAL DISABILITIES THROUGH FUND-RAISING ACTIVITIES, AND, SUBJECT TO SUCH LIMITATIONS AND CONDITIONS AS ARE OR MAY BE PRESCRIBED BY LAW, TO EXERCISE SUCH OTHER POWERS WHICH NOW OR HEREAFTER MAY BE CONFERRED BY LAW UPON A CORPORATION ORGANIZED FOR THE PURPOSES HEREINABOVE SET FORTH, OR NECESSARY OR INCIDENTAL TO THE POWERS SO CONFERRED, OR CONDUCIVE TO THE ATTAINMENT OF THE ABOVE-STATE PURPOSES OF THE CORPORATION.