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EXHIBIT 4.3
CERTIFICATE OF TRUST
OF
JPM CAPITAL TRUST I
This Certificate of Trust is being executed as of October 29,
1996 for the purpose of organizing a business trust pursuant to the Delaware
Business Trust Act, 12 Del. C. Sections 3801 et seq. (the "Act").
The undersigned hereby certifies as follows:
1. Name. The name of the business trust is "JPM Capital
Trust I" (the "Trust").
2. Delaware Trustee. The name and business address of
the Delaware resident trustee of the Trust meeting the requirements of Section
3807 of the Act are as follows:
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
3. Effective. This Certificate of Trust shall be
effective immediately upon filing in the Office of the Secretary of State of
the State of Delaware.
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4. Counterparts. This Certificate of Trust may be
executed in one or more counterparts.
IN WITNESS WHEREOF, the undersigned, being all of the trustees
of the Trust, have duly executed this Certificate of Trust as of the day and
year first above written.
WILMINGTON TRUST COMPANY,
as Delaware Trustee
by: /s/ Norma P. Close
------------------------
Name: Norma P. Close
Title: Vice President
/s/ H. Christian Raymond
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H. Christian Raymond
Trustee
/s/ Andrew G. Kerber
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Andrew G. Kerber
Trustee
/s/ Susan L. McCullin
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Susan L. McCullin
Trustee
