JPMORGAN CHASE & CO. BY-LAWS OF JPMORGAN CHASE & CO. As amended by the Board of Directors Effective January 17September 19, 2023

i TABLE OF CONTENTS ARTICLE I Meetings of Stockholders ........................................................................................... 1 Section 1.01. Annual Meeting .......................................................................................... 1 Section 1.02. Special Meetings ......................................................................................... 1 Section 1.03. Notice of Meetings ...................................................................................... 4 Section 1.04. Quorum ....................................................................................................... 5 Section 1.05. Organization ................................................................................................ 5 Section 1.06. Voting ......................................................................................................... 6 Section 1.07. List of Stockholders .................................................................................... 7 Section 1.08. Inspectors .................................................................................................... 7 Section 1.09. Notice of Stockholder Business and Director Nominations ....................... 7 Section 1.10. Stockholder Nominations Included in the Corporation’s Proxy Materials ................................................................................................... 19 Section 1.11. Conduct of Meetings ................................................................................. 29 Section 1.12. Action Without Meeting ........................................................................... 30 Section 1.13. Delivery to the Corporation ...................................................................... 30 ARTICLE II Board of Directors ................................................................................................... 30 Section 2.01. Number ..................................................................................................... 30 Section 2.02. Vacancies .................................................................................................. 31 Section 2.03. Annual Meeting ........................................................................................ 31 Section 2.04. Regular Meetings ...................................................................................... 31 Section 2.05. Special Meetings ....................................................................................... 31 Section 2.06. Quorum ..................................................................................................... 32 Section 2.07. Rules and Regulations............................................................................... 32 Section 2.08. Compensation ........................................................................................... 32 Section 2.09. Majority Voting for Directors ................................................................... 32 Section 2.10. Action Without Meeting ........................................................................... 32 ARTICLE III Committees ............................................................................................................ 33 Section 3.01. Executive Committee ................................................................................ 33 Section 3.02. Audit Committee ....................................................................................... 34 Section 3.03. Other Committees ..................................................................................... 34 ARTICLE IV Officers and Agents ............................................................................................... 34 Section 4.01. Officers ..................................................................................................... 34 Section 4.02. Clerks and Agents ..................................................................................... 34 Section 4.03. Term of Office .......................................................................................... 35 Section 4.04. Chair of the Board ..................................................................................... 35 Section 4.05. Chief Executive Officer ............................................................................ 35 Section 4.06. Vice Chair of the Board ............................................................................ 35 Section 4.07. President .................................................................................................... 35 Section 4.08. Chief Financial Officer ............................................................................. 35 Section 4.09. Controller .................................................................................................. 36 Section 4.10. Secretary ................................................................................................... 36 Section 4.11. Assistant Corporate Secretary ................................................................... 36

ii Section 4.12. General Auditor ........................................................................................ 36 Section 4.13. Powers and Duties of Other Officers ........................................................ 36 ARTICLE V Proxies re Stock or Other Securities of Other Entities ............................................ 37 ARTICLE VI Shares and Their Transfer ...................................................................................... 37 Section 6.01. Certificates for Stock; Uncertificated Shares ............................................ 37 Section 6.02. Transfers of Stock ..................................................................................... 38 Section 6.03. Regulations ............................................................................................... 38 Section 6.04. Lost, Stolen, Destroyed and Mutilated Certificates .................................. 38 Section 6.05. Fixing Date for Determination of Stockholders of Record ....................... 38 ARTICLE VII Corporate Seal ...................................................................................................... 39 ARTICLE VIII Fiscal Year .......................................................................................................... 39 ARTICLE IX Indemnification ...................................................................................................... 39 Section 9.01. Right to Indemnification and Advancement of Expenses......................... 39 Section 9.02. Contracts and Funding .............................................................................. 40 Section 9.03. Definitions................................................................................................. 40 Section 9.04. Indemnification and Advancement of Expenses Not Exclusive Right .......................................................................................................... 40 Section 9.05. Claims for Indemnification or Advancement of Expenses; Procedures ................................................................................................. 40 Section 9.06. Amendment or Repeal .............................................................................. 41 ARTICLE X By-laws and Construction ....................................................................................... 41 Section 10.01. Inspection .................................................................................................. 41 Section 10.02. Amendments ............................................................................................. 41 Section 10.03. Construction .............................................................................................. 41 ARTICLE XI Emergency By-laws ............................................................................................... 42 Section 11.01. Emergency By-laws .................................................................................. 42 Section 11.02. Meetings .................................................................................................... 42 Section 11.03. Quorum ..................................................................................................... 42 Section 11.04. Amendments ............................................................................................. 42 Section 11.05. Management Contingency Plan ................................................................ 43 Section 11.06. Liability ..................................................................................................... 43 Section 11.07. Repeal or Change ...................................................................................... 43 Section 11.08. Termination of Emergency ....................................................................... 43 Section 11.09. Powers ....................................................................................................... 43 ARTICLE XII Exclusive Forum .................................................................................................. 43

BY-LAWS OF JPMORGAN CHASE & CO. ARTICLE I Meetings of Stockholders Section 1.01. Annual Meeting. The annual meeting of the stockholders of JPMorgan Chase & Co. (the “Corporation”) shall be held on the third Tuesday in May in each year (or, if that day shall be a legal holiday then on the next preceding business day) or at such other date and at such time and place, if any, within or without the State of Delaware, as may be specified in the notice thereof, as shall be fixed by the Board of Directors of the Corporation (the “Board”), for the purpose of electing directors and for the transaction of such other business as may properly be brought before such meeting. The Corporation may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board. Section 1.02. Special Meetings. (a) General. A special meeting of stockholders may be called at any time by the Board, the Chair of the Board (herein called the “Chair” or “Chair of the Board”), the Chief Executive Officer, the Lead Independent Director, a Vice Chair of the Board, the President, or if there be more than one President, a President, or otherwise as provided by the General Corporation Law of the State of Delaware (the “General Corporation Law”), the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) or these By-laws. Any such special meeting shall be held on such date and at such time and place, if any, designated by the Board. The Corporation may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the Board. Subject to subsection (b) of this Section 1.02, a special meeting of stockholders shall be called by the Board upon the written request or requests of stockholders who are stockholders of record of the Corporation at the time a request is delivered holding shares representing in the aggregate at least twenty percent (20%) of the outstanding shares of common stock of the Corporation which shares are determined to be “Net Long Shares” in accordance with Section 1.02(b)(1) (the “Requisite Percent”). (b) Stockholder Requested Special Meetings. (1) To be valid, the written request or requests for a special meeting of stockholders (each, a “Special Meeting Request” and, collectively, the “Special Meeting Requests”) must be signed and dated by stockholders (or their duly authorized agents) representing the Requisite Percent and

2 delivered to the Secretary of the Corporation (the “Secretary”) and shall include: (i) a statement of the specific purpose or purposes of the special meeting and the matters proposed to be acted on at the special meeting, the text of any proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the By-laws of the Corporation, the text of the proposed amendment), the reasons for conducting such business at the special meeting, and any material interest in such business of the stockholders requesting the special meeting and the beneficial owners, if any, on whose behalf the Special Meeting Request(s) are being made; (ii) as to the stockholders requesting the special meeting and the beneficial owners, if any, on whose behalf the Special Meeting Request(s) are being made, the information required by clause (a)(5) of Section 1.09 of these By-laws to be set forth in a stockholder’s notice required by Section 1.09(a)(2) of these By-laws; (iii) such other information, if applicable, required to be set forth in a stockholder’s notice required by Section 1.09(a)(2) of these By-laws (including, but not limited to, such other information required to be set forth in connection with a stockholder’s director nomination); (iv) an acknowledgement by the stockholders requesting the special meeting and the beneficial owners, if any, on whose behalf the Special Meeting Request(s) are being made that any reduction in the number of Net Long Shares with respect to which a Special Meeting Request relates following the delivery of such Special Meeting Request to the Secretary shall constitute a revocation of such Special Meeting Request to the extent of such reduction; and (v) documentary evidence that the stockholders requesting the special meeting own the Requisite Percent as of the date on which the Special Meeting Request(s) are delivered to the Secretary; provided, however, that if the stockholders are not the beneficial owners of the shares representing the Requisite Percent, then to be valid, the Special Meeting Request(s) must also include documentary evidence (or, if not simultaneously provided with the Special Meeting Request(s), such documentary evidence must be delivered to the Secretary within 10 days after the date on which the Special Meeting Request(s) are delivered to the Secretary) that the beneficial owners on whose behalf the Special Meeting Request(s) are made beneficially own the Requisite Percent as of the date on which such Special Meeting Request(s) are delivered to the Secretary. For purposes of this Section 1.02 and for determining the Requisite Percent, Net Long Shares shall be limited to the number of shares beneficially owned, directly or indirectly, by any stockholder or beneficial owner that constitute such person’s net long position as defined in Rule 14e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) provided that for purposes of such definition the date the tender offer is first announced shall instead be the date for determining a stockholder’s or beneficial owner’s Net Long Shares and the reference to the highest tender price shall refer to the market price on such date) and, to the extent not covered by such definition, reduced by any shares as to which such person

3 does not have the right to vote or direct the vote at the Special Meeting or as to which such person has entered into a derivative or other agreement, arrangement or understanding that hedges or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares. In addition, to the extent any affiliates of the stockholder or beneficial owner are acting in concert with the stockholder or beneficial owner with respect to the calling of the special meeting, the determination of Net Long Shares may include the effect of aggregating the Net Long Shares (including any negative number) of such affiliate or affiliates. Whether shares constitute “Net Long Shares” shall be decided by the Board in its reasonable determination. In addition, the stockholders requesting a special meeting of stockholders and the beneficial owners, if any, on whose behalf the Special Meeting Request(s) are being made shall promptly provide any other information reasonably requested by the Corporation (as determined by the Corporation in its sole discretion) and, if requested by the Corporation on or prior to the record date for the meeting, the information required under clause (b)(1)(ii), (iii), (iv) and (v) of this Section 1.02 shall be supplemented by such stockholders and beneficial owners not later than 10 days after the record date for the meeting to disclose such information as of the record date (and with respect to the information required under clause (b)(1)(v) of this Section 1.02, as of a date not more than 5 business days before the scheduled date of the special meeting to which the Special Meeting Request relates). In determining whether a special meeting of stockholders has been requested by stockholders of Net Long Shares representing in the aggregate at least the Requisite Percent, multiple Special Meeting Requests delivered to the Secretary will be considered together only if (i) each Special Meeting Request identifies substantially the same purpose or purposes of the special meeting and substantially the same matters proposed to be acted on at the special meeting (in each case as determined in good faith by the Board), and (ii) such Special Meeting Requests have been dated and delivered to the Secretary within 60 days of the earliest dated Special Meeting Request. A stockholder may revoke a Special Meeting Request at any time prior to the special meeting by written revocation delivered to the Secretary. If at any point after 60 days following the earliest dated Special Meeting Request the unrevoked (whether by specific written revocation by the stockholder or pursuant to clause (b)(1)(iv)) valid Special Meeting Requests represent in the aggregate less than the Requisite Percent, there shall be no requirement to hold a Special Meeting. (2) Except as provided in the next sentence, a special meeting validly requested by stockholders shall be held at such date, time and place within or without the State of Delaware as may be fixed by the Board; provided, however, that the date of any such special meeting shall be not more than 90 days after the Special Meeting Request is delivered to the Secretary. Notwithstanding the foregoing, a special meeting requested by stockholders shall not be held if (i) the Special Meeting Request relates to an item of

4 business that is not a proper subject for stockholder action under applicable law, (ii) the Special Meeting Request is delivered during the period commencing 90 days prior to the first anniversary of the date of the notice of annual meeting for the immediately preceding annual meeting and ending on the earlier of (x) the date of the next annual meeting and (y) 30 calendar days after the first anniversary of the date of the immediately preceding annual meeting, (iii) an identical or substantially similar item (as determined in good faith by the Board, a “Similar Item”), other than the election of directors, was presented at a meeting of the stockholders held not more than 12 months before the Special Meeting Request is delivered, (iv) a Similar Item was presented at a meeting of the stockholders held not more than 90 days before the Special Meeting Request is delivered (and, for purposes of this clause (iv), the election of directors shall be deemed a “Similar Item” with respect to all items of business involving the election or removal of directors) or (v) a Similar Item is included in the Corporation’s notice as an item of business to be brought before a stockholder meeting that has been called by the time the Special Meeting Request is delivered but not yet held. For purposes of this clause (2), the date of delivery of the Special Meeting Request shall be the first date on which valid Special Meeting Requests constituting the Requisite Percent have been delivered to the Corporation. (3) Business transacted at a special meeting requested by stockholders shall be limited to the purpose or purposes stated in the Special Meeting Request(s) for such special meeting; provided, however, that nothing herein shall prohibit the Board from submitting additional matters to stockholders at any such special meeting. Section 1.03. Notice of Meetings. Except as may otherwise expressly be required by law, the Certificate of Incorporation or these By-laws, notice of the place, if any (or the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person), date and hour of holding each annual and special meeting of the stockholders and, in the case of a special meeting, the purpose or purposes thereof shall be delivered personally or by courier service or mailed in a postage prepaid envelope or, to the extent and in the manner permitted by applicable law, by any form of electronic transmission (with the consent of the stockholder to the extent required by applicable law), not less than 10 nor more than 60 days before the date of such meeting, to each person who appears on the stock books and records of the Corporation as a stockholder entitled to vote at such meeting. Notices are deemed given (i) if by mail, when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation, or, if a stockholder shall have filed with the Secretary a written request that notices to such stockholder be mailed to some other address, then directed to such stockholder at such other address; (ii) if delivered by courier service, the earlier of when the notice is received or left at the stockholder’s address or (iii) if by electronic mail, when directed to such stockholder’s electronic mail address (unless the stockholder has notified the corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail or such notice is prohibited by the General Corporation Law to be given by electronic transmission). A notice by electronic mail must include a prominent legend that the

5 communication is an important notice regarding the Corporation. A notice by electronic mail will include any files attached thereto and any information hyperlinked to a website if such electronic mail includes the contact information of an officer or agent of the Corporation who is available to assist with accessing such files or information. Any notice to stockholders given by the Corporation under any provision of the General Corporation Law, the Certificate of Incorporation or these By-laws provided by means of electronic transmission (other than any such notice given by electronic mail) may only be given in a form consented to by such stockholder, and any such notice by such means of electronic transmission shall be deemed to be given as provided by the General Corporation Law. The terms “electronic mail,” “electronic mail address,” “electronic signature” and “electronic transmission” as used herein shall have the meanings ascribed thereto in the General Corporation Law. An affidavit of the mailing or other means of giving any notice of any stockholders’ meeting, executed by the Secretary, Assistant Corporate Secretary or any transfer agent of the Corporation giving the notice, shall be prima facie evidence of the giving of such notice or report. Notice shall be deemed to have been given to all stockholders of record who share an address if notice is given in accordance with the “householding” rules set forth in Rule 14a-3(e) under the Exchange Act and Section 233 of the General Corporation Law. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy and shall not, at the beginning of such meeting, object to the transaction of any business because the meeting has not been lawfully called or convened, or who shall, either before or after the meeting, submit a signed waiver of notice or waive notice by electronic transmission, in person or by proxy. To the fullest extent provided by law, the Board may postpone, reschedule or cancel any previously scheduled meeting of stockholders, annual or special. Unless the Board shall fix a new record date for an adjourned meeting, notice of such adjourned meeting need not be given if the time and place, if any (and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person at such adjourned meeting), to which the meeting shall be adjourned were announced at the meeting at which the adjournment was taken or are provided in any other manner permitted by the General Corporation Law, provided that the adjournment is not for more than 30 days. Section 1.04. Quorum; Adjournment. At each meeting of the stockholders, stockholders holding of record shares constituting a majority of the voting power of stock of the Corporation having voting power (shares having such voting power being hereinafter sometimes referred to as a “voting interest of the stockholders”) entitled to vote at the meeting shall be present in person or by proxy to constitute a quorum for the transaction of business. The presiding person at any meeting of stockholders may adjourn such meeting in accordance with Section 1.11. At any such adjourned meeting at which a quorum may be present, any business may be transacted which might have been transacted at the meeting as originally called. The absence from any meeting of stockholders holding the number of shares of stock of the Corporation required by the General Corporation Law, the Certificate of Incorporation or these By-laws for action upon any given matter shall not prevent action at such meeting upon any other matter or matters which may properly come before the meeting, if there shall be present thereat in person or by proxy stockholders holding the number of shares of stock of the Corporation required in respect of such other matter or matters. Section 1.05. Organization. At each meeting of the stockholders, the Chair, or, if the Chair shall be absent therefrom, the Chief Executive Officer, or if the Chief Executive Officer shall be absent therefrom, the Lead Independent Director, or, if the Lead Independent Director

6 shall be absent therefrom, a Vice Chair of the Board, or, if the Vice Chairs shall be absent therefrom, a President, or, if all of the foregoing shall be absent therefrom, another officer of the Corporation as has been designated by the Board or if not so designated, another officer chosen as chair of such meeting by a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat, or, if all the officers of the Corporation shall be absent therefrom, a stockholder holding of record shares of stock of the Corporation so chosen, shall act as chair of the meeting and preside thereat. The Corporation’s General Counsel or the Secretary, or, if they shall be absent from such meeting or shall be required pursuant to the provisions of this Section to act as chair of such meeting, the person (who shall be an Assistant Corporate Secretary, if an Assistant Corporate Secretary shall be present thereat) whom the chair of such meeting shall appoint shall act as secretary of such meeting and keep the minutes thereof. Section 1.06. Voting. Except as otherwise provided in the Certificate of Incorporation, each stockholder shall, at each meeting of the stockholders, be entitled to one vote in person or by proxy for each share of stock of the Corporation held by the stockholder and registered in such stockholder’s name on the stock books and records of the Corporation: (a) on the date fixed pursuant to the provisions of Article VI, Section 6.05 of these By- laws as the record date for the determination of stockholders who shall be entitled to notice of and to vote at such meeting, or (b) if no such record date shall have been so fixed, then at the close of business on the day next preceding the day on which notice of the meeting shall be given. (c) A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date. At all meetings of the stockholders at which a quorum is present, all matters, unless a different or minimum vote is required by the Certificate of Incorporation, these By-laws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities in which case such different or minimum vote shall be the applicable vote on the matter, shall be decided by the vote of a majority in voting interest of the stockholders present in person or by proxy and entitled to vote on such matter. For purposes of this By-law, votes cast “for” or “against” and “abstentions” with respect to a given matter shall be counted as shares of stock of the Corporation entitled to vote on such matter, while “broker nonvotes” (or other shares of stock of the Corporation similarly not entitled to vote) shall not be counted as shares entitled to vote on such matter. Except in the case of votes for the election of directors, unless demanded by a stockholder of the Corporation present in person or by proxy at any meeting of the stockholders and entitled to vote thereat or so directed by the chair of the meeting, the vote thereat need not be by ballot. Upon a demand of any such stockholder for a vote by ballot on any question or at the direction of such chair that a vote by ballot be taken on any question, such vote shall be taken. On a vote by ballot each ballot shall be signed by the stockholder voting, or by the stockholder’s proxy, if there be such proxy, and shall state the number of shares voted.

7 Section 1.07. List of Stockholders. The Corporation shall prepare, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote thereat, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder; provided, that nothing contained in this section shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least 10 days prior to said meeting, either (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting, or (ii) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps (as determined by the Corporation in its sole discretion) to ensure that such information is available only to stockholders of the Corporation. Except as otherwise provided by law, the stock books and records shall be the only evidence as to who are the stockholders entitled to examine the stock books and records of the Corporation, or such list, or to vote in person or by proxy at any meeting of stockholders. Section 1.08. Inspectors. Prior to any meeting of the stockholders, the Corporation shall appoint one or more Inspectors to act thereat and make a written report thereof. Each Inspector so appointed shall first subscribe an oath or affirmation faithfully to execute the duties of an Inspector at such meeting with strict impartiality and according to the best of the Inspector’s ability. Such Inspectors shall have the powers and duties set forth in Section 231 of the General Corporation Law as currently in effect or as the same may hereafter be amended or replaced. Such Inspectors, if any, shall take charge of the ballots at such meeting and after the balloting thereat on any question shall count the ballots cast thereon and shall make a report in writing to the secretary of such meeting of the results thereof. An Inspector need not be a stockholder of the Corporation. The Board may also designate Inspectors with respect to consents received by the Corporation purporting to take or authorize the taking of corporation action as provided by, and in accordance with, the Certificate of Incorporation. Section 1.09. Notice of Stockholder Business and Director Nominations. (a) Business and Director Nominations to be Considered at Annual Meeting of Stockholders. (1) Nominations of persons for election to the Board and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders only (i) pursuant to the Corporation’s notice of meeting (or any supplement thereto) for such annual meeting, (ii) by or at the direction of the Board, (iii) by any stockholder of the Corporation who was a stockholder of record of the Corporation at the time the notice provided for in this Section 1.09 is delivered to the Secretary, who is entitled to vote at such annual meeting and who complies with the notice procedures set forth in this Section 1.09, or (iv) in the case of stockholder nominations to be included in the Corporation’s proxy statement for such annual meeting, by any Eligible Holder (as defined in Section 1.10 of these By-

8 laws) who satisfies the requirements set forth in Section 1.10 of these By- laws. (2) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of this Section 1.09, (i) the stockholder must have given timely notice thereof in writing to the Secretary and (ii) such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal offices of the Corporation not later than the close of business on the 90th day nor earlier than the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. (3) As to a stockholder’s nomination of persons for election to the Board, except to the extent prohibited by applicable law or regulation, the stockholder’s notice referenced in paragraph (a)(2) of this Section 1.09 shall set forth as to each person whom the stockholder proposes to nominate for election or re-election as a director: (i) the name, age, business address, and place of residence of the proposed nominee; (ii) the class and number of shares of common stock and any other securities of the Corporation which are, directly or indirectly, owned beneficially and of record by the proposed nominee; (iii) a description of any agreement, arrangement, understanding, or relationship (including any compensatory, payment, financial reimbursement, indemnification or other financial arrangements) between or among the proposed nominee, on the one hand, and the stockholder, any Interested Person, or any other person or persons (naming such person or persons), on the other hand, pursuant to which the nomination or nominations are to be made by the stockholder, any Interested Persons or any other person, including, as applicable, the amount of any payment or payments received or receivable thereunder, in each case in connection with the proposed nominee’s candidacy or service as a director of the Corporation;

9 (iv) whether and the extent to which any Derivative Instrument is in place or has been entered into within the prior six months preceding the date of delivery of the stockholder’s notice by or for the benefit of the proposed nominee, and if so, a summary of the material terms thereof; (v) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Section 14 of the Exchange Act (including Regulation 14A and Rule Regulation 14A under the Exchange Act and/or Rule 14a-19 thereunder; (vi) details of any position of the proposed nominee as an officer or director of any competitor (that is, any entity that produces products or provides services that compete with or are alternatives to the principal products produced or services provided by the Corporation or its affiliates) of the Corporation, within the three years preceding the submission of the stockholder’s notice, including (A) whether the person has been, within the past three years, an officer or director of a competitor, as defined for purposes of Section 8 of the Clayton Antitrust Act of 1914, as amended, (B) whether the person’s election as a member of the Board would cause the Corporation to seek, or assist in the seeking of, advance approval or to obtain, or assist in the obtaining of, an interlock waiver pursuant to the rules or regulations of the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency or the Federal Energy Regulatory Commission or (C) whether the person is a director, trustee, officer or employee with management functions for any depository institution, depository institution holding company or entity that has been designated as a Systemically Important Financial Institution, each as defined in the Depository Institution Management Interlocks Act, provided, however, that this clause (C) shall apply only so long as the Corporation is subject to compliance with Section 164 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (or any successor provision thereto); (vii) whether such proposed nominee is eligible for consideration as an independent director under the relevant standards contemplated by Item 407(a) of Regulation S-K adopted by the SEC (or the corresponding provisions of any successor regulation) and the relevant listing standards of any exchange where the Corporation’s equity securities are listed; and (viii) the completed questionnaire, representation and agreement referenced in paragraph (a)(6) of this Section 1.09, in each case, in

10 the form provided by the Corporation pursuant to paragraph (a)(6) of this Section 1.09 and signed by the proposed nominee. (4) As to any business that the stockholder proposes to bring before the meeting (other than a nomination of persons for election to the Board), the stockholder’s notice referenced in paragraph (a)(2) of this Section 1.09 shall set forth, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the By-laws of the Corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made. (5) As to any nomination of persons for election to the Board or the proposal of business to be considered by the stockholders, except to the extent prohibited by applicable law or regulation, the stockholder’s notice referenced in paragraph (a)(2) of this Section 1.09 shall set forth as to the stockholder giving the notice: (i) whether the stockholder is giving the notice on behalf of one or more beneficial owners of stock; (ii) the name and address of (A) such stockholder, as they appear on the Corporation’s books, (B) such beneficial owner, if any, on whose behalf the nomination is made, and (C) any person acting in concert with such stockholder or any such beneficial owner, including any principal of, or any person that owns or controls, directly or indirectly, 10% or more of any voting class of securities or interests (or 33 1/3% or more of any class of securities or interests) in such stockholder or any such beneficial owner (the persons described in clauses (B) and (C) are hereinafter collectively referred to as “Interested Persons”); (iii) the class, series and number of shares of capital stock of the Corporation which are owned beneficially and of record by such stockholder and each Interested Person; (iv) a description of any agreement, arrangement or understanding (including any compensatory, payment, financial reimbursement, indemnification or other financial arrangements) with respect to the nomination or proposal between or among such stockholder, each Interested Person, each proposed nominee, and any other person or persons (naming such person or persons); (v) a description of any agreement, arrangement, transaction or understanding (including, but not limited to, any derivative or long