EFTA Document EFTA01480421

MAR-06-2007(TUE) 16:31 at %JO A...AA A r. • 1+ LVJV la, • P 006/0 1 3 r OO/ Articles of Incorporation Page 5 otherwise, as the Board of Directors in its sole discretion may detente and to authorize the mortgaging or pledging of. and to authorize and cause to be executed mortgages and liens upon any property of the .corporation, real or personal,Including after acquired property. c) To determine whether any, and, if any. what part 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 firm, association or corporation. e) To sell or otherwise dispose of the real or personal property of the corporation. 0 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 coipuiation. g) To establish bonus, profit-sharing„ pension, thrill 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 amounts 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. h) To issue, or grant options for the purpose of shares of stock of the corporation to officers 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 contacts for the management of the business of the corporation for terms not exceeding five (5) years. Confidential Treatment Requested by JPMorgan Chase CONFIDENTIAL JPM-SDNY-00002579 SDNY_GM_00271777 EFTA01480421