EFTA01479958

ms no P Ptir In., tea Articles of Incorporation Page 6 J) To exercise all the powers of the corporation, except such as are conferred by law, or by these Articles of Incorporation or by the By Laws of the corporation, upon the stockholders. ARTICLE Di Any person made a party to or otherwise involved in any action, suit or proceeding. by reason at the fact that he is or was a director, resident agent or officer of t►e corporation or of any corporation in which he served as such at the request of the corporation, shall be indemnified by the corporation against any and all amounts, costs and expenses, including but not limited to, attorney's fees, amounts paid upon judgments or awards or in settlements (before or after suit is commenced), actually and necessarily incurred by or imposed upon him in connection with such action, sun or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding, or in connection with any appeal therein. that such officer or director is liable for wilful misconduct in the performance of his duties. The provisions of this Article shall not be deemed exclusive of any other nghts respecting indemnification to which one seeking indemnification may be entitled and shall not be read to limit or restrict any applicable provisions of law, nor to further /Unit the corporation as respects indemnification. The rights respecting indemnification referred to hertin shall inure to the benefit of the heirs, executors and administrators of any person entitled to indenntification. ARTICLE X The corporation reserves the right to amend, alter, change, or repeal any provisions contained in The Articles of Incorporation in the manner now or hereafter prescribed by statute and all rights conferred upon stockholders herein arc granted subject to this reservation. IN WITNESS WHEREOF we have made, signed and acknowledged these Ankles of incorporation this day of August, 2003 Barbara Mignon -4.4)r5(iste Da Simon r Confidential Treatment Requested by JPMorgan Chase CONFIDENTIAL JPM-SDNY-00001975 SDNY_GM_00271173 EFTA01479958