EFTA01480433.pdf

Articles of bcorpontion Page 5 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. f) To set apart a reserve or reserves, and to abolish such reserve or reserve s, or to make such other provisions, if any, as the Board ofDirectors necnnry or advisable for working capital, for addition may deem s, improvements and betterments to plant and equipment, for expansion of the busines s of the corporation (including the acquisition ofreal and personal proper ty for this purpose) and for any other purpose of the corporation. g) To establish bonus, profit-sharing, 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 amounts of profits to be distributed or shared or contributed /Th 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 oftheir respective participation. 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) ofthe corporation and on such tetras and conditions as the Board ofDirectors may from time to time determine. i) To enter into contracts for the management of the busines s of the corporation for terms not exceeding five (5) years. 1.) To exercise all the powers ofthe corporation, except such as are conferred by law, or by these Articles of Incorporation or by the By-Lan of the corporation, upon the stockholders. ARTICLE IX Any person made a party to or otherwise involved in any action, suit or proceeding, by reason of the fact that he is or was a director, residen t agent or officer of the 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, attorne fees, amounts paid upon judgments or awards or ys in settlements (before or after suit is commenced), Confidential Treatment Requested by JPM-SDNY-00002592 JPMorgan Chase CONFIDENTIAL SDNY_GM_00271790 EFTA01480433