EFTA01479908

MA4-03-2010(VED) 13: 13 P 0l l/032 BY-TAWS OF FINANCIAL TRUST COMPANY, INC. ARTICLE I STOCK SL•CTION I Capjtal_ksit The capital of this corporation shall be divided into 1000 non-assessable sham of no par value common stock SECTION 2. gazasta,Than; The certi acmes for sham of the capital stock of this corporation shall be in such form, not inconsistent with the Articles of Incorporation of the corporation, as 'hal be prepared or be approved by the Board ofDireaors The certificates shall be signed by the President or Vice President, and also by the Secretary. Certificates may be issued for fractional shares at the discretion of the Board of Directors. SECTION 3. lansfes Shares of the capital stock of the corporation shall be transferred by endorsemem of the certificates representing said shares by the regSered holder thereof or his attorney, and their surrender to the Secretary for cancellation. Whereupon the Secretary shall issue to the transferee or transferees, as spathfied by the endorser:1am upon the surrendered certificates. new certiticates for a like number of shares. Transfers shall be made only upon the books of the corporation and upon said surrender and cancellation, and shell entitle the transferee to all the env-Dews rights and interests of a shareholder of this corporation SECTION 4. riots, of Tran4fer Books. The rock books shall be closed for the meeting of the shareholders, and for the payment of dividends during such period, not acceding forty (40) days, as. from time to tune, may be determined by the Board of Diremon, and during such period no stock shall be transferred upon said books. • SECTIONS, Lox Cixtifiortga. In case of the IOU of any certificate of shares of stock, upon duo proofby the resstered holder or his representatives, by affidavit of such loss, the Secrecary shall issue a duplicate certificate in its place, upon the corporation being fltily indemnified therdor. SECTION 6. Dividends. The Board of Diremors, in its discretion, from time to time, may declare dividends upon the capital stock from the earned surplus and oet profits of the corporation SECTION 7. Corporate Seal. The Board of Direcors shall provide a suitable corporate seal, which seal shall be in charge of the Secretary and shall be used by him. Confidential Treatment Requested by JPMorgan Chase CONFIDENTIAL JPM-SDNY-00001916 SDNY_GM_00271114 EFTA01479908