August 20, 1986
AMENDED AND RESTATED
The corporation shall continuously maintain in the State of Delaware, a
registered office and a registered agent whose office is identical with such registered office and may have other offices within or without the state.
SECTION 1. ANNUAL MEETING. An annual meeting of the stockholders shall be held on the third Thursday in May of each year for the purpose
of electing directors and for the transaction of such other business, as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day.
SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders may be called either by the chairman of the board, the president, by
the board of directors or by the holders of not less than one-fifth (1/5) of all the outstanding shares of the corporation, for the purpose or purposes stated in the call of the meeting.
SECTION 3. PLACE OF MEETINGS. Each meeting of the stockholders for the election of directors shall be held at the offices of the
corporation at 4800 Three First National Plaza, Chicago, Illinois 60602, unless the board of directors shall by resolution, designate any place, within or without the State of Delaware, as the place of such meeting. Meetings of stockholders for any
other purpose may be held at such place, within or without the State of Delaware, and at such time as shall be determined pursuant to Section 2 and stated in the notice of the meeting or in a duly executed waiver of notice thereof.
SECTION 4. NOTICE OF MEETINGS. Written notice stating the place, date and hour of the
meeting and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10), but not more than forty (40) days before the date of the meeting, or in the case of a merger or
consolidation not less than twenty (20) but no more than forty (40) days before the meeting, either personally or by mail, by or at the direction of the chairman of the board, the president, the secretary or any other officer or persons
thereunto authorized by the board of directors to call the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at his address, as it appears on the books and records
of the corporation, with postage thereon prepaid. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.
SECTION 5. FIXING OF RECORD DATE. For the purpose of determining the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing, without a meeting, or to receive payment of any dividend, or other distribution or allotment of any rights, or to exercise any rights in
respect of any change, conversion or exchange of shares or for the purpose of any other lawful action, the board of directors of the corporation may fix in advance, a record date which shall not be more than sixty (60) days and, for a meeting
of stockholders, not less than ten (10) days, or in the ease of a merger or consolidation not less than twenty (20) days before the date of such meeting. If no record date is fixed, the record date for the determination of stockholders