EFTA01480130

officers and employees who are also directors) of the Corporation, and to fix the amount of profits to be distributed or shared or contributed and the amounts of the Corporation's funds or otherwise to be devoted thereto, and to determine the persons to participate in any such plans and the amounts of their respective participations. (f) To issue or grant options for the purchase of shares of stock of the Corporation to officers and employees fmcluding officers and employees who arc also directors) of the Corporation and on such terms and conditions as the Board of Directors may from timc to time determine. (g) To enter into contracts for the management of the business of the Corporation. (h) To exercise all the powers of the Corporation, except such as are conferred by law, or by these Article of Incorporation or by the By-Laws of the Corporation upon the stockholders. (i) To issue such classes of stock and series within any class of stock with such value and voting powers and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof as is stated in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors and duly filed with the Office of the Lt. Governor of the Virgin Islands in accordance with 13 V.I.C. §91 and 13 V.I.C. §97; as the same may be amended from time to time. ARTICLE VIII The Corporation reserves the right to amend, alter or repeal any of the provisions of these Articles of Incorporation and to add or insert other provisions authorized by the laws of the Virgin Islands at the time in force in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the Board of Directors and the stockholders by these Articles of Incorporation are granted subject to the provisions of this Article. 5 - Confidential Treatment Requested by JPMorgan Chase CONFIDENTIAL JPM-SDNY-00002202 SDNY_GM_00271400 EFTA01480130