**Exhibit 3.1**

**CERTIFICATEOF INCORPORATION**

**OF**

**EXPRESSFINANCE INC.**

FIRST:  The name of the Corporation is EXPRESSFINANCE INC.

SECOND:  Its registered office in the State ofDelaware is to be located at 1050 S. State Street, in the City of Dover, Countyof Kent.  The Registered Agent in chargethereof is CorpAmerica, Inc., 1050 S. State Street, Dover, Delaware 19901.

THIRD:  The purpose of the corporation is to engagein any lawful act or activity for which corporations may be organized under theGeneral Corporation Law of Delaware.

FOURTH:  The total number of shares of stock whichthis corporation is authorized to issue is Fifteen Hundred (1,500) shares at NoPar Value.

FIFTH:  The name and mailing address of theincorporator is as follows:

CorpAmerica, Inc.1050 S. State StreetDover, DE 19901

SIXTH:  The Board of Directors shall have the powerto adopt, amend or repeal the by-laws.

SEVENTH:  No director shall be personally liable to theCorporation or its stockholders for monetary damages for any breach of fiduciaryduty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable tothe extent provided by applicable law, (i) for breach of the director’s duty ofloyalty to the Corporation or its stockholders, (ii) for acts or omissions notin good faith of law, (iii) pursuant to Section 174 of the Delaware GeneralCorporation Law or (iv) for any transaction from which the director derived animproper personal benefit.  No amendmentto or repeat of this Article Seventh shall apply to or have any effect on theliability or alleged liability of any director of the Corporation for or withrespect to any acts or missions of such director occurring prior to suchamendment.

I, THE UNDERSIGNED, forthe purpose of forming a corporation under the laws of the State of Delaware,do make, file and record this Certificate, and do certify that the facts hereinstated are true, and I have accordingly hereunto set my hand this 16th day of August, 1996
|                                                         | CorpAmerica, Inc., Incorporator |
|---------------------------------------------------------|---------------------------------|
|                                                    |                            |   |
|                                                    |                            |   |
|                                                    | By:                             |   /s/ Rose L. Redman |   |
|                                                    |                            | Rose L. Redman, Assistant Secretary |
|                                                    |                            |   |
|                                                    |                            |   |
| Incorporator,  this 26th day of August, A.D. 1996. |                            |   |
|                                                    |                            |   |
|                                                    | CorpAmerica,  Inc.,             |
|                                                    |                            |   |
|                                                    |                            |   |
|                                                    | By:                             |   /s/  Barbara O. Frebert |   |
|                                                    |                            | Barbara O. Frebert, Assistant Secretary |

 

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