EFTA01584967

FNA.NCIAL TRUST COMPANY. INC. 1:•.• i. JUN 2 7 2008 The undersigtcci, being the sole shareholder of Financial Tmt C.orrtgany, inc., a United Storrs Virgin Islands CMP0T-4630 (the "Ctxporation"), in lieu of holding a mectinp.. does hereby consent to the adoption of the fotlossitg resolutions and the taking of rill action required or permitted thereby. WHEREAS, on September 21. 2917.1effrey £. Epstein resigned ns 3 dirator of the Corporation and as a result the number of directors of the Corporation has Seen recluird to two directors: and WHVREAS, Article Ill. Sectien i of the By•Laws of the Corporation requires that there be three directors of that Corporation; NOW, THEREFORE BE IT RESOLVED, that, effective as of September 21, 2007, the following persons be, and each of them hereby is, elected 33 director of the Corporatism, each to stye until his other succts93r is duly elected by the sole shxdiolder tithe Corporation and shall have cnaliSed, et until his or ha earlier death. resignation or removal. whichever shall he first to occur Darren K. Indyke Cecik Cie lortg,h Jeanne Bremen And be it FURTHER RESOLVED, that all gcmoas currently serving as daemon of the Corporation who were heretofore elected as directors of the Corporation ether than pursuant to the immediately preceding tesoiution, be, and each of than hreby ts, removed at a director of the Corporation. Dated: September 21.22007 J Confidential Treatment Requested by JPMorgan Chase JPM•SDNY•00064900 EFTA01584967