8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2008

RLI Corp.

(Exact name of registrant as specified in its charter)

Illinois	001-09463	37-0889946
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

9025 North Lindbergh Drive, Peoria, IL	61615
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (309) 692-1000

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendments to the Amended and Restated Articles of Incorporation (“Articles of Incorporation”) and By-laws of RLI Corp. (the “Company”) were approved by the Company’s Board of Directors (“Board”) on April 30, 2008 and by the Company’s shareholders at the annual shareholder meeting on May 1, 2008.  The changes to the Articles were effective upon filing of Restated Articles of Incorporation (“Restated Articles”) with the Illinois Secretary of State on May 6, 2008.

The changes to the Company’s Articles of Incorporation include: (a) declassification of the Board of Directors, (b) revise indemnification provisions and add a provision limiting director personal liability, and (c) reduce shareholder vote required for aproval of asset sale transactions.  Corresponding changes to the By-laws were approved and became effective upon the effectiveness of the Restated Articles.  The Board declassification will phase in over three years, with the first full election of the entire Board in 2011.

The Restated Articles and restated By-laws are attached hereto as Exhibits 3.1 and 3.2 respectively.  The description of these documents and applicable changes does not purport to be complete and is qualified by reference to the full text of the attached Restated Articles and restated By-laws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.1	Restated Articles of Incorporation of RLI Corp.
3.2	By-laws of RLI Corp., as amended and restated.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RLI CORP.
Date: May 7, 2008	By:	/s/ Daniel O. Kennedy
	Daniel O. Kennedy
	Vice President and General Counsel

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EXHIBIT INDEX

Exhibit No.	Exhibit
3.1	Restated Articles of Incorporation of RLI Corp.
3.2	By-laws of RLI Corp., as amended and restated

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EX-3.1

Exhibit 3.1

RESTATED ARTICLES OF INCORPORATION

OF

RLI CORP.

(incorporated May 4, 1993)

RLI Corp. (the “corporation”), formed under the Business Corporation Act of the State of Illinois, does hereby certify:

1.The corporation was incorporated under the name “Illinois RLI Corp. on May 4, 1993.  It changed its name to RLI Corp. on May 6, 1993 pursuant to Articles of Merger filed with the Illinois Secretary of State on that date.

2.The name and address of the registered agent and registered office of the corporation are as follows:

Daniel O. Kennedy

9025 North Lindbergh Drive

Peoria, IL  61615, County of Peoria

3.On and as of the date of filing this Restated Articles of Incorporation, there are 31,902,276 shares of common stock issued.  No shares of preferred stock are issued.

4.On and as of the date of filing of this Restated Articles of Incorporation, the paid-in-capital of the corporation is $232,339,942.00.

5.The Restated Articles of Incorporation of the corporation read in their entirety as follows:

Article One:

The name of the corporation is RLI Corp.

Article Two:

The name and address of the registered agent and registered office of the corporation are as follows:

Daniel O. Kennedy

9025 North Lindbergh Drive

Peoria, IL  61615, County of Peoria

Article Three:

Purpose or purposes for which the corporation is organized:

The transaction of any or all lawful purposes for which corporations may be incorporated under the Illinois Business Corporation Act (the “BCA”).

Article Four:

Paragraph 1: Authorized Shares:

	Par Value		Number of Shares
Class	Per Share		Authorized
Common	$	1.00	50,000,000
Preferred	$	0.01	5,000,000

Paragraph 2:  The preferences, qualifications, limitations, restrictions and special or relative rights in respect of the shares of each class are:

DENIAL OF CUMULATIVE VOTING RIGHTS:  No holder of any class or series of shares of this Corporation shall have cumulative voting rights with respect to any matter voted upon by the holders of such shares.

Except as otherwise provided in this Article Four or as otherwise required by the BCA, all shares of Common Stock shall be of equal rank, identical in all respects and shall entitle the holders thereof to the same rights and privileges, subject to the same qualifications, limitations and restrictions.  Subject to the rights of the holders, if any, of Preferred Stock, the holders of Common Stock shall be entitled to receive dividends at such times and in such amounts as may be declared by the Board of Directors of the Corporation and shall share equally on a per share basis in all such dividends.  Except as otherwise required by the BCA or as otherwise provided herein, each holder of Common Stock shall be entitled to one (1) vote per share on each matter submitted to a vote of the shareholders of the Corporation, and the Common Stock shall participate equally on a per share basis upon liquidation.  The Common Stock shall rank junior to the Preferred Stock in right of payment of dividends and upon liquidation and shall be subject to all of the rights, powers, privileges and preferences of the Preferred Stock in any resolution or resolutions adopted by the Board of Directors pursuant to authority vested in it by the provisions of this Article Four.

The Preferred Stock may be issued from time to time in one or more series.  All shares of Preferred Stock shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Corporation’s Board of Directors as hereinafter provided, and each share of each series shall be identical with all other shares of such series, except that in the case of series on which dividends are cumulative, the dates from which dividends are cumulative may vary to reflect differences in the date of issue.  Subject to the provisions of this section, which provisions shall apply to all Preferred Stock, the Board of Directors hereby are authorized to cause such shares to be issued in one or more series and with respect to each such series prior to the issuance thereof to fix:

a)  The designation of the series which may be by distinguishing number, letter and/or title.

b)  The number of shares of the series, which number the Board of Directors may (except where otherwise provided in the creation of the series) increase or decrease (but not below the number of shares thereof then outstanding).

c)  The dividend rate of the series.

d)  The dates at which dividends, if declared, shall be payable, whether such dividends shall be cumulative or noncumulative, and, if cumulative, the dates from which dividends shall be cumulative.

e)  The redemption rights and price or prices, if any, for shares of the series.

f)  The terms and amount of any sinking fund provided for the purchase or redemption of shares of the series.

g)  The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

h)  Whether the shares of the series shall be convertible into shares of any other class or series of the Corporation, and, if so, the specification of such other class or series, the conversion price or prices, any adjustments thereof, the date or dates as of which such shares shall be convertible, and other terms and conditions upon which such conversion may be made.

i) Restrictions on the issuance of shares of the same series or of any other class or series.

j) The limitation or denial of voting rights, or the grant of special voting rights, if any.

The Corporation’s Board of Directors is authorized to adopt from time to time resolutions pursuant to these Restated Articles of Incorporation fixing, with respect to each such series, the matters described in clauses (a) to (j), inclusive, of this section.

Article Five:

BOARD OF DIRECTORS:  The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.  In accordance with the provisions of Section 8.10(e) (Number, Election and Resignation of Directors) of the BCA and any successor thereto, the Board of Directors of the Corporation shall consist of a minimum of nine (9) and a maximum of thirteen (13) members, with the number of directors to be set by the Board of Directors pursuant to the Corporation’s By-laws.  A director shall hold office until the annual meeting of shareholders in the year in which his or her term expires and until his or her successor shall be elected and qualified subject, however, to prior death, resignation, retirement or removal from office.

The members of the Board of Directors shall be divided into three classes, with sizes of each class to be as equal as possible and with the directors in each class elected to hold office until the third succeeding annual meeting of shareholders; provided, however, that beginning at the annual meeting of shareholders that is held in calendar year 2009 (the “2009 Annual Meeting”), directors shall be elected annually for terms of one year, except that any director whose term expires at the annual meeting of shareholders in calendar year 2010 (the “2010 Annual Meeting”) or the annual meeting of shareholders in calendar year 2011 (the “2011 Annual Meeting”) shall continue to hold office until the end of the term for which such director was elected or appointed and until such director’s successor shall have been elected and qualified subject, however, to prior death, resignation, retirement or removal from office.  Accordingly, at the 2009 Annual Meeting, the successors of the directors whose terms expire at that meeting shall be elected for a term expiring at the 2010 Annual Meeting At the 2010 Annual Meeting, the successors of the directors whose terms expire at that meeting shall be elected for a term expiring at the 2011 Annual Meeting.  At the 2011 Annual Meeting and each annual meeting of shareholders thereafter, all directors shall be elected for terms expiring at the next annual meeting of shareholders, and thereafter there shall be no classes of directors and all directors shall be elected at each annual meeting.  If the number of directors is changed prior to the 2011 Annual Meeting, any increase or decrease shall be apportioned among the classes by the Board of Directors so as to maintain the number of directors in each class as nearly equal as is reasonably possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class.  In no case will a decrease in the number of directors shorten the term of any incumbent director, even though such decrease may result in an inequity of the classes until the expiration of such term.

Except as required by law or otherwise provided herein, all vacancies on the Board of Directors shall be filled by the Board of Directors, as set forth in the Corporation’s By-laws.  Any director elected to fill a vacancy shall have the same remaining term as that of his or her predecessor.

REMOVAL OF DIRECTORS:  In accordance with the provisions of Section 8.35(a) (4) (Removal of Directors) of the BCA and any successor thereto, a member of the Board of Directors of this Corporation may be removed only for cause.

PERSONAL LIABILITY:  The personal liability of the members of the Board of Directors of the Corporation is hereby eliminated for monetary damages to shareholders and the Corporation, to the fullest extent permitted by Section 2.10(b) (3) (Articles of Incorporation) of the BCA and any successor thereto, subject to the terms and limitations thereof.  Any repeal or modification of this provision shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

INDEMNIFICATION; INSURANCE:

(a)  This Corporation shall indemnify any present or former director or officer and may indemnify any present or former employee or agent of the Corporation selected and determined by the Board of Directors in its discretion, who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,

administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation or with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.

(b)  This Corporation shall indemnify any present or former director or officer and may indemnify any present or former employee or agent of the Corporation selected and determined by the Board of Directors in its discretion, who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

(c)  To the extent that a present or former director, officer, employee or agent of this Corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in subsections (a) and (b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection therewith, if the person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the Corporation.

(d)  Any indemnification under subsections (a) and (b), unless ordered by a court, shall be made by the Corporation only as authorized in the specific case, upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in subsections (a) or (b).  Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting

of directors who were not parties to such action, suit or proceeding, or (2) by a committee of the directors who are not parties to such action, suit or proceeding, even though less than a quorum designated by a majority vote of the directors, or (3) if such quorum is not obtainable or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (4) by the shareholders.

(e)  Expenses, including attorney’s fees, incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Directors pursuant to subsections (a) or (b) above in the specific case, upon receipt of an undertaking by or on behalf of the director or officer to repay such amount, if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this section.

(f)  The indemnification and advancement of expenses provided by or granted under this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.

(g)  This Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this section.

(h)  If the Corporation has paid indemnity or has advanced expenses to a director or officer, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders meeting.

(i)  For purposes of this section, references to “the Corporation” or “this Corporation” shall include, in addition to the surviving corporation, any merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers and employees or agents, so that any person who was a director, officer, employee or agent of such merging corporation, or was serving at the request of such merging corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprises, shall stand in the same position under the provisions of this section with respect to the surviving corporation as such person would have with respect to such merging corporation if its separate existence had continued.

(j)  For purposes of this section, references to “other enterprises” shall include, without limitation, employee benefit plans; references to “fines” shall include, without limitation, any excise

taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include, without limitation, any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interest of the Corporation” as referred to in this section.

Article Six:

MERGER OR SALE OF ASSETS OUTSIDE THE USUAL COURSE:  In accordance with the provisions of Section 11.20 (Approval by Shareholders) of the BCA and any successor thereto, any plan of merger, consolidation or exchange shall be approved upon receiving the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote on the issue.  In accordance with Section 11.60 (Sale, Lease or Exchange of Assets, Other than in the Usual and Regular Course of Business) of the BCA and any successor thereto, any sale, lease, exchange or other disposition of all, or substantially all, of the property and assets of the Corporation, if not made in the usual and regular course of business, shall be approved upon receiving the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote on the issue.

Article Seven:

AMENDMENT TO ARTICLES OF INCORPORATION:  In accordance with the provision of Section 10.20(d) (Amendment by Directors and Shareholders) of the BCA and any successor thereto, any amendment to the Articles of Incorporation required by the BCA shall be approved upon receiving the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote on the amendment and not less than a majority of the outstanding shares of each class or series of shares entitled to vote as a class on the amendment.

EX-3.2

Exhibit 3.2

By-Laws of RLI Corp.

Restated May 6, 2008

Table of Contents

1.	Offices		1
	1.1	Registered Office	1
	1.2	Other Offices	1
2.	Meetings of Shareholders		1
	2.1	Annual Meeting	1
	2.2	Special Meetings	1
	2.3	Place of Meetings	1
	2.4	Notice of Meetings	1
	2.5	Shareholder List	2
	2.6	Quorum	2
	2.7	Proxies	2
	2.8	Voting	3
	2.9	Voting of Certain Shares	3
	2.10	Action Without Meeting	4
3.	Directors		4
	3.1	Number and Election	4
	3.2	Resignations	4
	3.3	Removal	5
	3.4	Vacancies	5
	3.5	Reserved	5
	3.6	Management of Affairs of Corporation	5
	3.7	Dividends and Reserves	5
	3.8	Regular Meetings	5
	3.9	Special Meetings	6
	3.10	Notice of Special Meetings	6
	3.11	Quorum	6
	3.12	Presumption of Assent	6
	3.13	Action Without Meeting	6
	3.14	Chairman of the Board	7
	3.15	Executive Committee	7
	3.16	Other Committees	7
	3.17	Quorum and Manner of Acting – Committees	8
	3.18	Committee Chair, Books and Records	8
	3.19	Fees and Compensation of Directors	8
	3.20	Reliance Upon Records	8
4.	Notices		8
	4.1	Manner of Notice	8
	4.2	Waiver of Notice	9
5.	Officers		9
	5.1	Office and Official Positions	9

	5.2	Election and Term of Office	10
	5.3	Removal and Resignation	10
	5.4	Vacancies	10
	5.5	President	10
	5.6	Vice Presidents	11
	5.7	Secretary	11
	5.8	Treasurer	12
	5.9	Assistant Treasurers and Assistant Secretaries	12
	5.10	Salaries	12
6.	Divisions		13
	6.1	Divisions of the Corporation	13
	6.2	Official Positions Within a Division	13
7.	Contracts, Loans, Checks and Deposits		13
	7.1	Contracts and Other Instruments	13
	7.2	Loans	13
	7.3	Checks, Drafts	13
	7.4	Deposits	13
8.	Shares and Their Transfer		13
	8.1	Shares Represented by Certificates and Uncertificated Shares	13
	8.2	Lost, Stolen or Destroyed Certificate	14
	8.3	Transfers of Shares	14
	8.4	Restrictions on Transfer	15
	8.5	No Fractional Shares	15
	8.6	Fixing Record Date	15
	8.7	Shareholders of Record	15
9.	General Provisions		15
	9.1	Fiscal Year	15
	9.2	Seal	15
	9.3	Director Emeritus	16
10.	Indemnification		16
11.	Amendments		16

THESE BY-LAWS OF RLI CORP., an Illinois corporation (“Corporation”), were adopted by the Board of Directors of the Corporation pursuant to the provisions of the Illinois Business Corporation Act of 1983, as periodically amended (“Act”).

1.Offices

1.1Registered Office

The registered office of the Corporation in the State of Illinois shall be located at 9025 North Lindbergh Drive, Peoria, Illinois 61615.  The name of its registered agent is Daniel O. Kennedy.  The registered office and agent may be periodically changed by the Board of Directors.

1.2Other Offices

The Corporation may also have offices at such other places both within or without the State of Illinois as the Board of Directors may periodically determine or the business of the Corporation may require.

2.Meetings of Shareholders

2.1Annual Meeting

The annual meeting of the shareholders shall be held prior to June 30 of each year at the date and time as determined by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting.  If the election of directors shall not be held on the day designated for the annual meeting, or at any adjournment thereof, the Board of Directors shall cause such election to be held at a special meeting of shareholders.

2.2Special Meetings

Any special meeting of the shareholders may be called by the Chairman of the Board, by the Board of Directors or the President, or by the holders of not less than 20% of the outstanding shares entitled to vote on the matter for which the meeting is called.

2.3Place of Meetings

Any meeting of the shareholders for the election of directors shall be held at the office of the Corporation in Peoria, Illinois, unless the Board of Directors shall, by resolution, designate any other location, within or without the State of Illinois, as the place of such meeting.

Any meeting of shareholders for any other purpose may be held at such place, within or without the State of Illinois, and at such time as shall be determined pursuant to Section 2.2 Special Meetings.

2.4Notice of Meetings

Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not

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less than ten (10) nor more than sixty (60) days before the date of the meeting, or in the case of a merger, consolidation, share exchange, dissolution or sale, lease or exchange of assets not less than twenty (20) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at such shareholder’s address as it appears on the records of the Corporation, with postage thereon prepaid.

When a meeting is adjourned to another time or place, no notice of the adjourned meeting, other than an announcement at the meeting, need be given unless the adjournment is for more than thirty (30) days or a new record date is fixed for the adjourned meeting after such adjournment.

2.5Shareholder List

At least ten (10) days before every meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, and showing the address of each such shareholder and the number of shares registered in the name of each such shareholder, shall be prepared by the Secretary.

The list shall be open to examination of any shareholder of the Corporation, and to copying at the shareholder’s expense, during ordinary business hours, for any purpose germane to the meeting during the ten (10) day period ending on the date of the meeting, at the office of the Corporation in Peoria, Illinois. The list shall be produced and kept at the time and place of meeting during the meeting and be subject to inspection by any shareholder for any purpose germane to the meeting.

2.6Quorum

Except as otherwise provided by statute, the articles of incorporation or By-Laws, the holders of shares of the Corporation having a majority of the voting power thereof, present in person or represented by proxy, shall be requisite for, and shall constitute, a quorum at all meetings of the shareholders of the Corporation for the transaction of business.  If such quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote, present in person or represented by proxy, shall have power to adjourn the meeting from time to time until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

2.7Proxies

A shareholder may vote such shareholder’s shares in person or may appoint a proxy to vote or otherwise act for such shareholder by signing an appointment form and delivering it to the person so appointed.

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No such proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy.  Every proxy continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto, except as otherwise provided in this Section.  Such revocation may be affected by a writing delivered to the Corporation stating that the proxy is revoked or by a subsequent proxy executed by, or by attendance at the meeting and voting in person by, the person executing the proxy.  The dates contained on the forms of proxy presumptively determine the order of execution, regardless of the postmark dates on the envelopes in which they are mailed.

An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest, as such term is defined by applicable law.  A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee was ignorant of its existence when the shares were acquired and both the existence of the appointment and its irrevocability were not noted conspicuously on the certificate, or information statement for shares without certificates, representing the shares.

The death or incapacity of the shareholder appointing a proxy does not revoke the proxy’s authority unless notice of the death or incapacity is received by the officer or agent who maintains the Corporation’s share transfer book before the proxy exercises such shareholder’s authority under the appointment.

Unless the appointment of a proxy contains an express limitation on the proxy’s authority, the Corporation may accept the proxy’s vote or other action as that of the shareholder making the appointment.  If the proxy appointed fails to vote or otherwise act in accordance with the appointment, the shareholder is entitled to such legal or equitable relief as is appropriate in the circumstances.

2.8Voting

Except as otherwise provided by the articles of incorporation, each shareholder shall be entitled to one (1) vote for each share of the Corporation entitled to vote thereat and registered in the name of such shareholder on the books of the Corporation on the referent record date.  No holder of any class or series of shares of this Corporation shall have cumulative voting rights with respect to any matter voted upon by the holders of such shares.

When a quorum is present at any meeting of the shareholders, the vote of the holders of a majority of the shares having voting power which is present in person or represented by proxy shall, except for the election of Directors and as otherwise required by applicable law, the articles of incorporation, or these By-Laws, decide any question brought before such meeting.

2.9Voting of Certain Shares

Shares standing in the name of another corporation, and entitled to vote may be

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voted by such officer, agent, or proxy as the by-laws of such corporation may prescribe or, in the absence of such provision, as the board of directors of such corporation may determine.  Shares standing in the name of a deceased person, a minor or an incompetent and entitled to vote may be voted by such person’s administrator, executor, guardian or conservator, as the case may be, either in person or by proxy.  Shares standing in the name of a trustee, receiver or pledgee and entitled to vote may be voted by such trustee, receiver or pledgee either in person or by proxy as provided by applicable law.

2.10Action Without Meeting

Unless otherwise provided in the articles of incorporation, any action required to be taken at any annual or special meeting of the shareholders, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting and without a vote if a consent in writing, expressing the action so taken, shall be signed: if five (5) days prior notice of the proposed action is given in writing to all of the shareholders entitled to vote with respect to the subject matter thereof, by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voting; or, by all of the shareholders entitled to vote with respect to the subject matter thereof.

Prompt notice of the taking of Corporation action without a meeting by less than unanimous written consent shall be given in writing to those shareholders who have not consented in writing.  If the action which is consented to is such as would have required the filing of a certificate under applicable law if such action had been voted on by the shareholders at a meeting thereof, the certificate filed shall state, in lieu of any statement required by applicable law, concerning any vote of shareholders, that written consent has been given in accordance with the provisions of this Section and that written notice has been given as provided in this Section.

3.Directors

3.1Number and Election

The number of directors of this Corporation shall be not less than nine (9) nor more than thirteen (13), as determined from time to time by the Board of Directors.  The election and tenure of the directors shall be determined as set forth in the Corporation’s articles of incorporation.  Except for vacancies filled pursuant to Section 3.4 Vacancies, the directors shall be elected by the shareholders of the Corporation, and at each election the persons receiving the greatest number of votes, up to the number of directors then to be elected, shall be the persons then elected.  The election of directors is subject to any provisions contained in the articles of incorporation relating thereto.

3.2Resignations

Any director may resign at any time by giving written notice to the Board of Directors, its Chairman, the President or the Secretary of the Corporation,

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provided that the party to whom such notice is given is other than the individual director giving the notice.  Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein.  Unless otherwise specified in such resignation, the acceptance of such resignation shall not be necessary to make it effective.

3.3Removal

Except as otherwise provided in the following sentence, a director of the Corporation may be removed only for cause by the affirmative vote of a majority of the outstanding shares then entitled to vote at an election of directors.  No director shall be removed at a meeting of shareholders unless the notice of such meeting shall state that a purpose of such meeting is to vote upon the removal of the director named in the notice, and only the named director may be removed at such meeting.

3.4Vacancies

Except as otherwise provided in the articles of incorporation, any vacancy in the Board, whether because of death, resignation, disqualification, an increase in the number of directors or any other cause, may be filled by the vote of the majority of the remaining directors, although less than a quorum.  Each director so chosen to fill a vacancy shall hold office until such director’s successor shall have been elected and shall qualify or until such director shall resign or shall have been removed.

3.5Reserved

3.6Management of Affairs of Corporation

The business and affairs of the Corporation shall be managed under the direction of its Board of Directors, which may exercise any such power of the Corporation and do any such lawful act as are not by applicable law, the articles of incorporation or these By-Laws directed or required to be exercised or done by shareholders.

3.7Dividends and Reserves

Dividends upon shares may be declared by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, in property, in shares or otherwise in the form, and to the extent, permitted by applicable law.  The Board of Directors may set apart, out of any funds of the Corporation available for dividends, a reserve or reserves for working capital or for any other lawful purpose, and also may abolish any such reserve in the manner in which it was created.

3.8Regular Meetings

An annual meeting of the Board of Directors shall be held, without notice other than as provided in these By-Laws, immediately after and at the same place as, the annual meeting of the shareholders, unless otherwise determined by the Board of Directors.  The Board of Directors may provide, by resolution, the time and place,

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either within or without the State of Illinois, for the holding of additional regular meetings without notice other than such resolution.

3.9Special Meetings

Special meetings of the Board of Directors may be called by the President and shall be called by the Secretary at the request of any two directors, to be held at such time and place, either within or without the State of Illinois, as shall be designated by the call.

3.10Notice of Special Meetings

Except as otherwise prescribed by statute, written or actual oral notice of the time and place of each special meeting of the Board of Directors shall be given at least two (2) day prior to the time of holding the meeting.  Any director may waive notice of any meeting as to such director.

3.11Quorum

The presence of not less than a majority of the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business.  Except as otherwise provided by applicable law, the articles of incorporation or these By-Laws, the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.  If a quorum shall not be present at any meeting of directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Unless otherwise provided by the articles of incorporation, any member of the Board of Directors or of any committee designated by the Board may participate in a meeting of the directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such equipment shall constitute presence in person at such meeting.

3.12Presumption of Assent

Unless otherwise provided by applicable law, a director of the Corporation who is present at a meeting of the Board of Directors at which action is taken on any corporate matter shall be presumed to have assented to the action taken unless such director’s dissent shall be entered in the minutes of the meeting or unless such director shall file such director’s written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

3.13Action Without Meeting

Except as otherwise provided by applicable law, the articles of incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting,

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if a written consent thereto, setting forth the action so taken, is signed by all members of the board or of such committee entitled to vote, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

3.14Chairman of the Board.

The Board of Directors may, by resolution passed by a majority of the directors present at the meeting, annually elect a director to serve as Chairman of the Board.   Such Director shall serve as Chairman until the first to occur of the election of such Chairman’s successor, or such Chairman’s death, resignation or removal.   If a Chairman of the Board is elected, he or she shall preside at all meetings of the shareholders and directors at which he or she may be present. Other duties shall include, but not necessarily be limited to: 1) Approval of Board agendas, 2) Attendance at Board committee meetings if requested by the committee Chair, 3) Review with committee Chairs the Board and committee evaluations, 4) Provide support for management, based on Board input, in developing Company strategy, and 5) Assist in identifying candidates for Board membership.

Annually the Nominating/Corporate Governance Committee and the Board of Directors shall review and adjust, if appropriate, the compensation paid to the Chairman of the Board.

3.15Executive Committee

The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these By-Laws, designate two or more directors of the Corporation to constitute an executive committee.  The executive committee shall, to the extent provided in the resolution and by applicable law, have and may exercise any power and authority of the Board of Directors in the management of the business and affairs of the Corporation.

3.16Other Committees

The Board of Directors may, by resolution passed by a majority of the number of directors, designate such other committees as it may periodically determine, but at a minimum shall include all committees as required by the New York Stock Exchange and the Securities and Exchange Commission.  Any committee shall consist of such number of directors, shall serve for such term and shall have and may exercise, during intervals between meetings of the Board of Directors, such duties, functions and powers as the Board of Directors may periodically prescribe, except that a committee may not authorize distributions; approve or recommend to shareholders any act required by applicable law to be approved by shareholders; fill vacancies on the board or on any of its committees; elect or remove officers or fix the compensation of any member of the committee; adopt, amend or repeal these By-Laws; approve a plan of merger not requiring shareholder approval; authorize or approve reacquisition of shares, except according to a general formula or method prescribed by the Board of Directors; authorize or approve the issuance or sale, or contract for sale, of shares or

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determine the designation and relative rights, preferences and limitations of a series of shares, except that the board may direct a committee to fix the specific terms of the issuance or sale or contract for sale or the number of shares to be allocated to particular employees under an employee benefit plan; or amend, alter, repeal or take action inconsistent with any resolution or action of the Board of Directors when the resolution or action of the Board of Directors provides by its terms that it shall not be amended, altered or repealed by action of a committee.

3.17Quorum and Manner of Acting – Committees

The presence of a majority of members of any committee shall constitute a quorum for the transaction of business at any meeting of such committee, and the act of a majority of those present shall be necessary for the taking of any action.

3.18Committee Chair, Books and Records

The Chair of any committee shall be selected from among the members of the committee by the Board of Directors.  Any committee shall keep a record of its acts and proceedings, and any action of each committee shall be reported to the Board of Directors at its next meeting.  Any committee shall fix its own rules of procedure not inconsistent with applicable law, these By-Laws or the resolution of the Board of Directors designating such committee and shall meet at such times and places and upon such call or notice as shall be provided by such designation.

3.19Fees and Compensation of Directors

The Board of Directors shall, by the affirmative vote of a majority of directors then in office, and irrespective of any personal interest of any of its members, have the authority to establish reasonable compensation of all directors for services to the Corporation as directors, including expenses incurred.

3.20Reliance Upon Records

Each director of the Corporation, or member of any committee designated by the Board of Directors shall be fully protected in relying in good faith upon the books of account or reports made to the Corporation by any of its officials, by an independent certified public accountant, by an appraiser selected with reasonable care by the Board of Directors or by such committee, or in relying in good faith upon other records of the Corporation, including the records expressing or relating to the value and amount of assets, liabilities and profits of the Corporation or any other facts pertinent to the existence and amount of surplus or other funds from which dividends may properly be declared or paid or with which shares of the Corporation might lawfully be purchased or redeemed.

4.Notices

4.1Manner of Notice

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Whenever notice is required to be given to any shareholder, director or member of any committee designated by the Board of Directors, such notice may be given by any commercially acceptable means in writing or otherwise, including by depositing such notice in a sealed envelope, in the United States mail, postage prepaid, addressed to such addressee at the address of such addressee as it appears on the books of the Corporation or, in the case of a director, at such director’s last known address. Notice shall be deemed to be given at the time when deposited in the United States mail or otherwise delivered to the director by commercially acceptable means of communication.

Except in the case of written shareholder notice, any notice requirement shall be deemed satisfied if actual notice is received by the person entitled thereto as far in advance of the event with respect to which notice is given as the minimum notice period required by applicable law or these By-Laws.

4.2Waiver of Notice

Any notice requirement may be waived in writing signed by the person entitled to such notice, whether before, at or after the time stated therein.  Except where a person attends a meeting for the purpose of objecting to such meeting, or for the purpose of objecting to the transaction of any business because such notice is not lawfully called or convened, attendance at a meeting by a person who is the subject of a notice requirement shall constitute a waiver of notice of such meeting.

Except as otherwise required by applicable law, the articles of incorporation or these By-Laws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders, directors or committee of directors need be specified in any written waiver of notice.

5.Officers

5.1Office and Official Positions

The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, a Treasurer, and such Assistant Secretaries, Assistant Treasurer, and other officers as the Board of Directors shall periodically determine to be appropriate.

Any two or more offices may be held by the same person.  None of the officers need be a director, a shareholder of the Corporation or a resident of the State of Illinois.  The Board of Directors may periodically establish, and abolish, official positions within the divisions into which the business and operations of the Corporation are divided and assign titles and duties to such positions.  A person appointed to any official position within any division need not be an officer of the Corporation.

The Board of Directors may periodically appoint officers to official positions within a division and remove any person so appointed with or without cause.

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The authority incident to an official position within a division shall be limited to acts and transactions within the scope of the business and operations of such division.

5.2Election and Term of Office

The officers of the Corporation shall be elected annually by the Board of Directors.  Any officer shall hold office until the first to occur of the election of such officer’s successor, or such officer’s death, resignation or removal.

5.3Removal and Resignation

Any officer may be removed, with or without cause, by a majority of the directors then in office at any regular or special meeting of the board.

Any officer may resign upon written notice to the Board of Directors, to the President or to the Secretary.  Except as otherwise specified in such resignation, any resignation shall be effective on the date received and need not be accepted by the Corporation.

5.4Vacancies

A vacancy in any office because of death, resignation, removal, or any other cause may be filled for the unexpired portion of the term by the Board of Directors.

5.5President

The President shall be the chief executive officer of the Corporation and, if a Chairman of the Board is not elected or is absent, shall preside at all meetings of the shareholders, the Board of Directors or any committee of the Board if such President is a member.  The President shall have the overall supervision of the business of the Corporation and shall direct the affairs and policies of the Corporation, subject to such policies and directions as may periodically be promulgated by the Board of Directors.  The President shall have authority to designate the duties and powers of other officers and delegate special powers and duties to specified officers, so long as such designation shall not be inconsistent with applicable law, the articles of incorporation, these By-Laws or action of the Board of Directors.  The President may execute any deed, mortgage, bond, contract or other instrument of the Corporation except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the President to some other officer or agent of the Corporation.

The President may sign with the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer, any certificate for shares, the issuance of which shall have been duly authorized by the Board of Directors, and shall vote, or give a proxy to any other person to vote, all shares of any other corporation standing in the name of the Corporation.

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Subject to the limitations and satisfaction of the conditions expressed in the preceding paragraphs, the President shall have all powers and shall perform all duties which are incident to the chief executive office of a corporation or as may periodically be prescribed by the Board of Directors.

5.6Vice Presidents

Absent the President, the Vice Presidents in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board of Directors or the President, shall perform all duties and shall have all powers of the President.

The Vice Presidents shall have such other powers and perform such other duties, not inconsistent with applicable law, the articles of incorporation, these By-Laws, or action of the Board of Directors, as may periodically be prescribed for them, respectively, by the Board of Directors or the President.  Any Vice President may sign, with the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, certificates for shares of the Corporation, the issuance of which shall have been duly authorized by the Board of Directors.

5.7Secretary

The Secretary shall:

(a)keep the minutes of the meetings of the shareholders, the Board of Directors and committees of directors, in one or more books provided for such purpose;

(b)see that all notices are fully given in accordance with the provisions of these By-Laws or as required by applicable law;

(c)have charge of the corporate records and of the seal of the Corporation;

(d)affix the seal of the Corporation or a facsimile thereof, or cause it to be affixed, to all certificates for shares prior to the issue thereof and to all documents the execution of which on behalf of the Corporation under its seal is duly authorized by the Board of Directors or otherwise in accordance with the provisions of these By-Laws;

(e)        keep a register of the post office address of each shareholder, director and committee member which shall periodically be furnished to the Secretary by such shareholder, director or member;

(f)sign with the President, or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors;

(g)have general charge of the stock transfer books of the Corporation; and

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(h)perform all duties incident to the office of Secretary and such other duties as may periodically be assigned to the Secretary by the President or by the Board of Directors.  The Secretary may delegate such details of the performance of duties of the Secretary’s office as may be appropriate in the exercise of reasonable care to one or more persons, but shall not be relieved of responsibility for the performance of such duties.

5.8Treasurer

The Treasurer shall:

(a)be responsible to the Board of Directors for the receipt, custody and disbursements of all funds and securities of the Corporation;

(b)receive and give receipts for moneys due and payable to the Corporation from any source whatsoever and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall from time to time be selected in accordance with the provisions of these By-Laws;

(c)disburse the funds of the Corporation as ordered by the Board of Directors or the President or as otherwise required in the conduct of the business of the Corporation;

(d)render to the President or Board of Directors, upon request, an account of all transactions as Treasurer and on the financial condition of the Corporation;

(e)perform all the duties incident to the office of Treasurer and such other duties as may periodically be assigned to the Treasurer by the President, by the Board of Directors or these By-Laws.  The Treasurer may sign, with the President, or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors.  The Treasurer may delegate such details of the performance of duties of the Treasurer’s office as may be appropriate in the exercise of reasonable care to one or more persons, but shall not be relieved of responsibility for the performance of such duties.

5.9Assistant Treasurers and Assistant Secretaries

The Assistant Treasurers and Assistant Secretaries shall perform all functions and duties which the Secretary or Treasurer, as the case may be, may assign or delegate.

5.10Salaries

The salaries of the officers shall be periodically determined by the Board of Directors or as it shall otherwise direct.  No officer shall be prevented from receiving a salary or other compensation by reason of the fact that such officer is also a director of the Corporation.

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6.Divisions

6.1Divisions of the Corporation

The Board of Directors may periodically establish such operating divisions of the Corporation as the Board of Directors periodically determines to be appropriate.

6.2Official Positions Within a Division

Except as otherwise periodically provided by the Board of Directors, the President may appoint and remove, with or without cause, any individual as an officer within a division.

7.Contracts, Loans, Checks and Deposits

7.1Contracts and Other Instruments

The Board of Directors may periodically authorize any person to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, or of any division thereof and such authorization may be general or confined to specific instances.

7.2Loans

No loan shall be contracted on behalf of the Corporation, or any division thereof, and no evidence of indebtedness shall be issued in the name of the Corporation, or any division thereof, unless authorized by a resolution of the Board of Directors and such authorization may be general or confined to specific instances.

7.3Checks, Drafts

Any check, demand, draft or other order for the payment of money, note or other evidence of indebtedness issued in the name of the Corporation, or any division thereof, shall be signed by such person as the Board of Directors shall periodically designate.

7.4Deposits

Any funds of the Corporation, or any division thereof, not otherwise employed shall be periodically deposited to the credit of the Corporation in such bank, trust company or other depository as the Board of Directors may periodically designate.

8.Shares and Their Transfer

8.1Shares Represented by Certificates and Uncertificated Shares

Shares of capital stock of the Corporation either shall be represented by certificates or shall be uncertificated shares.  The certificates of shares shall be in such form as may be periodically determined by the Board of Directors, shall be numbered and entered in the books of the Corporation as they are issued, and shall exhibit the holder’s name and number of shares, that the Corporation is organized under the Act, and shall be signed by the President or a Vice President

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and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary.

If any share certificate is signed by a transfer agent and a registrar, the signature of any officer of the Corporation may be facsimile.  If any officer whose facsimile signature has been used on any certificate, and such officer shall cease to act in such capacity before such certificate is delivered by the Corporation, such certificate may nevertheless be delivered by the Corporation without regard to the cessation of such officer.

Any certificate surrendered to the Corporation or transfer agent for transfer shall be cancelled and no new certificate shall be issued to evidence transferred shares until the former certificate shall have been surrendered.

Unless prohibited by the articles of incorporation, the Board of Directors may provide by resolution that some or all of any class or series of shares shall be uncertificated shares.  Any such resolution shall not apply to shares represented by a certificate until the certificate has been surrendered to the Corporation.  Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation or transfer agent shall send the registered owner thereof a written notice of all information that would appear on a certificate.  Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares shall be identical to those of the holders of certificates representing shares of the same class and series.  The name and address of each shareholder, the number and class of shares held and the date on which the uncertificated shares were issued shall be entered on the books of the Corporation.  The person in whose name uncertificated shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

8.2Lost, Stolen or Destroyed Certificate

The Board of Directors may periodically promulgate procedures to be followed in connection with the issuance of new certificates in replacement of any certificate previously issued by the Corporation.

8.3Transfers of Shares

Subject to the satisfaction of the conditions periodically expressed by the Board of Directors, upon the surrender to the Corporation or transfer agent of a certificate representing shares of the Corporation, the Corporation or transfer agent shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books or make appropriate entries for uncertificated shares.  Transfers of certificated or uncertificated shares shall be made only on the books of the Corporation by the registered holder thereof or by its attorney or successor duly authorized as evidenced by documents filed with the Secretary or transfer agent of the Corporation.  The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes.

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8.4Restrictions on Transfer

Subject to such conditions and limitations as the Board of Directors may periodically promulgate, and except as otherwise provided by any applicable law, the articles of incorporation or these By-Laws, any shareholder or the Corporation may enter into any agreement restricting the transferability of any shares of the Corporation, granting put, call, or other rights or responsibilities with respect to such shares on such terms and conditions as are equally applicable to any other shareholder of the Corporation.  Any restriction on the transferability of any shares may be expressed on the certificate representing such shares, or entered on the books of the Corporation for uncertificated shares.

8.5No Fractional Shares

Fractional shares shall not be issued.

8.6Fixing Record Date

The Board of Directors may fix in advance a date, not exceeding sixty (60) days, nor less than ten (10) days, preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall be effective, or a date in connection with obtaining any consent, as a record date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting, or adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of shares, or to give such consent, and in such case such shareholders and only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after any such record date.

8.7Shareholders of Record

Except as otherwise required by applicable law, the Corporation may treat the holder of record of any share as the holder in fact thereof.

9.General Provisions

9.1Fiscal Year

The fiscal year of the Corporation shall begin on January 1 and shall end on December 31.

9.2Seal

The Board of Directors may provide a corporate seal which shall have inscribed thereon the name of the Corporation, and the words “CORPORATE SEAL” and “Illinois;” and it shall otherwise be in the form approved by the Board of Directors.  The seal may be used by causing it, or a facsimile thereof, to be impressed or affixed or otherwise reproduced.

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9.3Director Emeritus

The Board may, subject to the following limitations and conditions, periodically appoint such one or more individuals to serve as a Director Emeritus to the Corporation:  (a) the individual shall have served as a director of the Corporation for more than ten (10) calendar years, (b) the term of the individual shall expire on the first to occur of (i) the removal of such individual, (ii) the disability, as conclusively determined by the Board of the Corporation, of such individual, (iii) the resignation of the individual, and (iv) at such time as the Board of the Corporation shall determined to be appropriate, (c) the individual shall be encouraged to attend the annual meeting of the shareholders and directors of the Corporation, (d) the individual shall not be compensated for any service provided; however, the Corporation shall pay any reasonable transportation, food and lodging expense paid or incurred by such individual in attending the annual meeting of the shareholders and directors of the Corporation, (e) the individual shall be invited to attend such portions of the annual meeting of the directors of the Corporation as the Board periodically determines to be appropriate and all or any portion of the annual meeting of the shareholders of the Corporation as such individual shall periodically determine to be appropriate, and (f) the individual shall have no vote on any matter brought before the Board of the Corporation.

10.Indemnification

The Corporation shall indemnify any present or former director, officer, employee or agent of the Corporation, or any person who is or was serving at the request of the Corporation as a director, officer, employee, trustee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, in connection with an action, suit or proceeding brought by a third party or by or in the right of the Corporation, as set forth in the articles of incorporation.

11.Amendments

These By-Laws may be made, altered, amended or repealed by the shareholders or the Board of Directors.  Any By-Law made, altered, amended or repealed by the shareholders may be altered, amended or repealed by the Board of Directors, or by the shareholders.

Effective Date: May 6, 2008.

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