EFTA01479957

Articles of Incorporation Page 5 otherwise, as the Board of Directors in as sole discretion may determine and to authonze the mortgaging or pledging of. and to authorize and cause to be executed mortgages and liens upon any property of the.corporation, real or personil, including after acquired property. c) To determine whether any, and, if any, what pan of the net profits of the corporation or of its net assets in excess of its capital shall be declared in dividends and paid to the stockholders, and to direct and determine the use and disposition thereof d) To contract in the name of the corporation with individual members of the Board of Directors in their individual capacity or as representatives of any fum, association or corporation. e) To sell or otherwise dispose of the real or persona property of the corporation l) To set apart a reserve or reserves, and to abolish such reserve or reserves, or to make such other provisions, if any, as the Board of Directors may deem necessary or advisable for working capital, for additions. improvements and betterments to plant and equipment, for expansion of the business of the corporation (including the acquisition of real and personal property for this purpose) and for any other purpose of the corporation. g) To establish bonus, profit-sbariog, pension, thrift and other types of incentive, compensation or retirement plans for the officers and employees (including officers and employees who are also directors) of the corporation and to fix the 'mounts of profits to be distributed or shared or contributed and the amounts of the corporation's funds otherwise to be devoted thereto and to determine the persons to participate in any such plans and the amounts of their respective participation. It) To issue. or grant options for the purpose of shares of stock of the corporation to officer and employees (including officers and employees who are also directors) of the corporation and on such terms and conditions as the Board of Directors may from time to time determine i) To enter into contracts for the management of time busir.ess of the corporation for terms not exceeding five (5) years. Confidential Treatment Requested by JPMorgan Chase CONFIDENTIAL JPM-SDNY-00001974 SDNY_GM_00271172 EFTA01479957