<SEC-DOCUMENT>0001193125-18-031707.txt : 20180205
<SEC-HEADER>0001193125-18-031707.hdr.sgml : 20180205
<ACCEPTANCE-DATETIME>20180205104833
ACCESSION NUMBER:		0001193125-18-031707
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20180202
ITEM INFORMATION:		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20180205
DATE AS OF CHANGE:		20180205

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TJX COMPANIES INC /DE/
		CENTRAL INDEX KEY:			0000109198
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-FAMILY CLOTHING STORES [5651]
		IRS NUMBER:				042207613
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0131

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04908
		FILM NUMBER:		18573118

	BUSINESS ADDRESS:	
		STREET 1:		770 COCHITUATE RD
		CITY:			FRAMINGHAM
		STATE:			MA
		ZIP:			01701
		BUSINESS PHONE:		508-390-2662

	MAIL ADDRESS:	
		STREET 1:		770 COCHITUATE ROAD
		CITY:			FRAMINGHAM
		STATE:			MA
		ZIP:			01701

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ZAYRE CORP
		DATE OF NAME CHANGE:	19890625
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d527262d8k.htm
<DESCRIPTION>FORM 8-K
<TEXT>
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<TITLE>Form 8-K</TITLE>
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 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>WASHINGTON, DC 20549 </B></P> <P STYLE="font-size:11pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:11pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM <FONT
STYLE="white-space:nowrap">8-K</FONT> </B></P> <P STYLE="font-size:11pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:11pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>CURRENT
REPORT </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Pursuant to Section&nbsp;13 or 15(d) of </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>The Securities Exchange Act of 1934 </B></P>
<P STYLE="margin-top:11pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Date of Report (Date of earliest event reported): February&nbsp;2, 2018 </B></P>
<P STYLE="font-size:11pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:11pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>THE TJX COMPANIES, INC. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact name of registrant as specified in its charter) </B></P> <P STYLE="font-size:11pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="font-size:11pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top" ALIGN="center"><B>DELAWARE</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B><FONT STYLE="white-space:nowrap">1-4908</FONT></B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B><FONT STYLE="white-space:nowrap">04-2207613</FONT></B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" ALIGN="center"><B>(State or other jurisdiction <BR>of incorporation)</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>(Commission<BR>File Number)</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>(IRS Employer<BR>Identification No.)</B></TD></TR>
</TABLE> <P STYLE="margin-top:11pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>770 Cochituate Road, Framingham, MA 01701 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Address of principal executive offices) (Zip Code) </B></P>
<P STYLE="margin-top:11pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(508) <FONT STYLE="white-space:nowrap">390-1000</FONT> </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Registrant&#146;s telephone number, including area code </B></P>
<P STYLE="margin-top:11pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>N/A </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Former name or
former address, if changed since last report) </B></P> <P STYLE="font-size:11pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:11pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Check the appropriate box below
if the Form <FONT STYLE="white-space:nowrap">8-K</FONT> filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top">Soliciting material pursuant to Rule <FONT STYLE="white-space:nowrap">14a-12</FONT> under the Exchange Act (17 CFR <FONT STYLE="white-space:nowrap">240.14a-12)</FONT> </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"><FONT STYLE="white-space:nowrap">Pre-commencement</FONT> communications pursuant to Rule <FONT STYLE="white-space:nowrap">14d-2(b)</FONT> under the Exchange Act (17 CFR
<FONT STYLE="white-space:nowrap">240.14d-2(b))</FONT> </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"><FONT STYLE="white-space:nowrap">Pre-commencement</FONT> communications pursuant to Rule <FONT STYLE="white-space:nowrap">13e-4(c)</FONT> under the Exchange Act (17 CFR
<FONT STYLE="white-space:nowrap">240.13e-4(c))</FONT> </TD></TR></TABLE> <P STYLE="margin-top:11pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (&#167;230.405 of this chapter) or Rule <FONT STYLE="white-space:nowrap">12b-2</FONT> of the Securities Exchange Act of 1934 <FONT STYLE="white-space:nowrap">(&#167;240.12b-2</FONT> of this chapter).
</P> <P STYLE="margin-top:11pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Emerging growth company &#9744; </P> <P STYLE="margin-top:11pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section&nbsp;13(a) of the Exchange
Act.&nbsp;&nbsp;&#9744; </P> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><I>Employment Agreements </I></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On February&nbsp;2, 2018, The TJX Companies, Inc. (&#147;TJX&#148; or the &#147;Company&#148;) entered into new employment agreements effective
February&nbsp;4, 2018 with Scott Goldenberg, Senior Executive Vice President, Chief Financial Officer, and Richard Sherr, Senior Executive Vice President, Group President. The agreements replace the executives&#146; respective existing employment
agreements and, unless terminated earlier in accordance with their terms, will continue until January&nbsp;30, 2021. The agreements provide for a minimum annual base salary of $900,000 for Mr.&nbsp;Goldenberg and $1,050,000 for Mr.&nbsp;Sherr, and
for participation in the Company&#146;s Stock Incentive Plan (&#147;SIP&#148;), Long Range Performance Incentive Plan (&#147;LRPIP&#148;) and Management Incentive Plan (&#147;MIP&#148;) at levels commensurate with their respective position and
responsibilities. The agreements also entitle the executives to participate in TJX&#146;s fringe benefit and deferred compensation programs. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Under the agreements, upon an involuntary termination without cause (or a voluntary termination in connection with forced relocation) prior to
the end of the term, each executive is entitled to continued salary and any automobile allowance for 24 months; amounts sufficient after taxes to cover the cost of any COBRA continuation of health benefits during the salary continuation period,
subject to possible early termination if the executive obtains other coverage; outstanding cash incentive awards under MIP and LRPIP for each uncompleted year or award cycle, to the extent applicable performance goals are met and adjusted to reflect
the executive&#146;s period of service during the year or cycle; outstanding SIP awards in accordance with their terms; and vested and accrued, but unpaid, pay and benefits. The same benefits would be payable to the executives upon termination of
employment during the term due to death or disability, except that salary continuation would be adjusted for any long-term disability benefits, and MIP awards would be paid at the target amounts without proration. A termination of employment at the
end of the agreement term would be treated as an involuntary termination without cause if the executive does not receive an offer from TJX of continued service in a comparable position. During the term of the respective agreement, if the executive
terminates employment voluntarily (other than in connection with a forced relocation), he would be entitled to his outstanding SIP awards in accordance with their terms and vested and accrued, but unpaid, pay and benefits. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If a change of control of TJX were to occur before the end of the term of the agreement, each executive would be entitled to a lump sum
settlement at target award amounts of MIP and LRPIP awards for which the performance period or cycle had not ended, in addition to payment of any earned but unpaid amounts under those programs, plus any benefits under the SIP and TJX&#146;s deferred
compensation plans. If, during the <FONT STYLE="white-space:nowrap">24-month</FONT> period following the change of control (without regard to the scheduled term of the agreement), the executive&#146;s employment were to terminate by reason of an
involuntary termination without cause, a voluntary termination for good reason (as defined in the agreements), or death or disability, in lieu of other severance benefits each executive would be entitled to a lump sum payment equal to two times the
sum of his annual base salary, target MIP award amount most recently granted to him prior to the change of control, and annual automobile allowance; continued health and life insurance benefits (or a comparable alternative arrangement) for two
years, except to the extent the executive has coverage from another employer; any benefits under the SIP; and vested and accrued, but unpaid, pay and benefits. For this purpose, base salary would be adjusted for any long-term disability benefits and
would be based on the higher of the executive&#146;s salary rate prior to termination or the change of control. Each executive would receive his outstanding SIP awards in accordance with their terms and vested and accrued, but unpaid, pay and
benefits upon a voluntary termination without good reason following a change of control. Under their agreements, the executives are not entitled to any tax <FONT STYLE="white-space:nowrap">gross-up</FONT> payment for any &#147;golden parachute&#148;
excise tax on change of control benefits, but payments and benefits to each executive would be reduced if and to the extent the reduction is more favorable to the executive on an <FONT STYLE="white-space:nowrap">after-tax</FONT> basis. Each
executive would also be entitled to receive payment for all legal fees and expenses reasonably incurred by the executive in seeking enforcement of contractual rights following a change of control. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Under the agreements, the executives agreed to post-employment undertakings regarding <FONT STYLE="white-space:nowrap">non-solicitation</FONT>
and <FONT STYLE="white-space:nowrap">non-competition</FONT> for 24 months and confidentiality with respect to TJX&#146;s confidential and proprietary information. Severance and other benefits are conditioned on compliance with these covenants,
except that upon a change of control, the executive would no longer be subject to any post-employment covenant not to compete. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><I>Amended and Restated <FONT STYLE="white-space:nowrap">By-laws</FONT> </I></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On February&nbsp;2, 2018, the Board of Directors (the &#147;Board&#148;) of TJX amended and restated TJX&#146;s
<FONT STYLE="white-space:nowrap">by-laws.</FONT> The following is a summary of the material changes of the amendments that modified the advance notice requirements, implemented proxy access and permitted electronic transmission of notices for
stockholder and Board meetings (and other administrative updates): </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Article II Section (b)&nbsp;was amended to modify the requirements for
stockholders to nominate a person for election to the Board or to propose other business to be transacted by the stockholders at an annual meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Article II Section (c)&nbsp;was amended to implement proxy access. As amended, the section permits up to 20 stockholders, owning at least 3%
of TJX&#146;s outstanding common stock continuously for at least three years, to nominate for election to the Board and include in TJX&#146;s proxy materials up to the greater of two individuals or 20% of the Board, provided that the stockholders
and the nominees satisfy the various notice, timeliness, eligibility, ownership and other requirements specified in the <FONT STYLE="white-space:nowrap">by-laws.</FONT> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Article V, Article XII and Article XXII were amended to permit electronic transmission of notices for stockholder meetings, electronic
transmission of notices for Board meetings, and electronic waivers of notice for Board meetings, respectively, in each case to the extent permitted by applicable laws and regulations. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition to the amendments described above, the Board also adopted other minor, clarifying and conforming amendments to those and other
sections of the <FONT STYLE="white-space:nowrap">by-laws.</FONT> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The foregoing description is qualified in its entirety by reference to
the full text of TJX&#146;s <FONT STYLE="white-space:nowrap">by-laws</FONT> as amended and restated, a copy of which is attached as Exhibit 3.1 and incorporated herein by reference. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;9.01. Financial Statements and Exhibits. </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(d)
Exhibits </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="89%"></TD></TR>


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<TD VALIGN="top" NOWRAP>Exhibit&nbsp;3.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><FONT STYLE="white-space:nowrap">By-laws</FONT> as amended and restated through February&nbsp;2, 2018</TD></TR>
</TABLE>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>EXHIBIT INDEX </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="bottom" WIDTH="6%"></TD>
<TD WIDTH="92%"></TD></TR>
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<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center">Exhibit</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1.00pt solid #000000; width:26.20pt; display:inline; font-size:8pt; font-family:Times New Roman; " ALIGN="center">Number</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; width:37.25pt; display:inline; font-size:8pt; font-family:Times New Roman; ">Description</P></TD></TR>


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<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>3.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d527262dex31.htm"><FONT STYLE="white-space:nowrap">By-laws</FONT> as amended and restated through February&nbsp;2, 2018 </A></TD></TR>
</TABLE>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">&nbsp;&nbsp;&nbsp;&nbsp;THE TJX COMPANIES, INC.</TD></TR>
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<TD HEIGHT="16"></TD></TR>
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<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;/s/ Alicia C. Kelly</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">&nbsp;&nbsp;&nbsp;&nbsp;Alicia C. Kelly</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; font-size:10pt; font-family:Times New Roman">Executive Vice President, Secretary and General Counsel</P></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Dated: February&nbsp;5, 2018 </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 3.1 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">As amended through 2/2/18 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">THE TJX
COMPANIES, INC. </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><FONT STYLE="white-space:nowrap">BY-LAWS</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE I </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Certificate of
Incorporation </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The name, location of the principal office or place of business in the State of Delaware, and the nature of the business or
objects or purposes of the corporation shall be as set forth in its certificate of incorporation. These <FONT STYLE="white-space:nowrap">by-laws,</FONT> the powers of the corporation and of its directors and stockholders, and all matters concerning
the management of the business and conduct of the affairs of the corporation shall be subject to such provisions in regard thereto, if any, as are set forth in the certificate of incorporation; and the certificate of incorporation is hereby made a
part of these <FONT STYLE="white-space:nowrap">by-laws.</FONT> In these <FONT STYLE="white-space:nowrap">by-laws,</FONT> references to the certificate of incorporation mean the provisions of the certificate of incorporation (as that term is defined
in the General Corporation Law of the State of Delaware) of the corporation as from time to time in effect, and references to these <FONT STYLE="white-space:nowrap">by-laws</FONT> or to any requirement or provision of law mean these <FONT
STYLE="white-space:nowrap">by-laws</FONT> or such requirement or provision of law as from time to time in effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE II </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Annual Meeting of Stockholders </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The annual meeting of stockholders shall be held either (i)&nbsp;at 11:00 a.m. on the first Tuesday in June in each year, unless that day
be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or (ii)&nbsp;at such other date and time as shall be designated from time to
time by the board of directors and stated in the notice of the meeting, at which the stockholders shall elect a board of directors and transact such other business as may be required by law or these <FONT STYLE="white-space:nowrap">by-laws</FONT> or
as may properly come before the meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Advance Notice of Nominations and Proposals of Business. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(i) Nominations. Except as otherwise fixed pursuant to the provisions of Article FOURTH of the certificate of incorporation relating to the
rights of holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, nominations of persons for election to the board of directors of the corporation and proposals for
</P>

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business to be transacted by the stockholders at an annual meeting of stockholders may be made (A)&nbsp;pursuant to the corporation&#146;s notice with respect to such meeting, (B)&nbsp;by or at
the direction of the board of directors or a committee appointed by the board of directors or (C)&nbsp;by a stockholder of record of the corporation who (1)&nbsp;was a stockholder of record at the time of the giving of the notice contemplated in
this Section (b), (2) who is entitled to vote at such meeting and (3)&nbsp;has complied with the notice procedures set forth in this Section (b). Other than nominations pursuant to Section (c)&nbsp;of Article II of these <FONT
STYLE="white-space:nowrap">by-laws,</FONT> this Section (b)&nbsp;shall be the exclusive means for a stockholder to make nominations or propose other business (other than matters properly brought pursuant to applicable provisions of federal law,
including the Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;) before an annual meeting of stockholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(ii)
Notice. For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (C)&nbsp;of Section (b)(i),(A) the stockholder must have given timely notice thereof in writing to the secretary of the
corporation with the information contemplated by this Section (b)(ii) and (ii)&nbsp;the business must be a proper matter for stockholder action under the General Corporation Law of the State of Delaware. To be timely, a stockholder&#146;s notice
shall be delivered to, or mailed to and received by, the secretary of the corporation at the principal executive offices of the corporation not less than ninety (90)&nbsp;days nor more than one hundred twenty (120)&nbsp;days prior to the first
anniversary of the prior year&#146;s annual meeting or if the date of the annual meeting of stockholders is more than thirty (30)&nbsp;days earlier or more than sixty (60)&nbsp;days later than the first anniversary of the prior year&#146;s annual
meeting, then not later than the close of business on the 10<SUP STYLE="font-size:85%; vertical-align:top">th</SUP> day after the public announcement of the meeting date. In no event shall any adjournment or postponement of an annual meeting or the
announcement thereof commence a new time period for the delivery of such notice. Such stockholder&#146;s notice shall set forth (A)&nbsp;as to each person whom the stockholder proposes to nominate for election or
<FONT STYLE="white-space:nowrap">re-election</FONT> as a director, (1)&nbsp;the name, age, business address and residence address of such person, (2)&nbsp;the principal occupation or employment of such person, (3)&nbsp;a statement as to whether such
person, if elected, intends to comply with the corporation&#146;s Corporate Governance Principles, (4)&nbsp;a description of all current and planned direct and indirect compensation and other material monetary agreements, arrangements or
understandings during the past three years, and any other material relationship, if any, between or concerning such stockholder and its respective affiliates or associates, or others with whom they are acting in concert, on the one hand, and the
proposed nominee, and his or her respective affiliates or associates, on the other hand, and (5)&nbsp;any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including without limitation such person&#146;s written consent to being named in the proxy statement as the nominee and to serving as a director if elected, in form
and substance reasonably satisfactory to the corporation); (B) as to each proposal that the stockholder seeks to bring before the meeting, a brief description of such proposal, the reasons for making the proposal at the meeting and any material
interest that the stockholder has in the proposal; and (C)&nbsp;as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made, (1)&nbsp;the name and address of such stockholder, as they appear on
the corporation&#146;s books, and of such beneficial owner, (2)&nbsp;the class (and, if applicable, series) and number of shares of stock of the corporation that are, directly or indirectly, owned beneficially or of record by such person or any
Stockholder Associated Person (as defined below), (3) a statement as to whether such stockholder intends to maintain ownership of such shares of stock of the corporation for at least one year following the annual meeting, (4)&nbsp;any option,
warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege or a settlement payment </P>
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or mechanism at a price related to any class (or, if applicable, series) of shares of stock of the corporation or with a value derived in whole or in part from the value of any class (or, if
applicable, series) of shares of stock of the corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the corporation or otherwise (each, a &#147;<U>Derivative
Instrument</U>&#148;) directly or indirectly owned beneficially or of record by such stockholder or any Stockholder Associated Person and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease
in the value of shares of stock of the corporation of the stockholder or any Stockholder Associated Person, (5)&nbsp;any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder or any Stockholder Associated
Person has a right to vote any securities of the corporation, (6)&nbsp;any proportionate interest in shares of the corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder or
any Stockholder Associated Person is a general partner or beneficially owns an interest in a general partner, (7)&nbsp;any performance-related fees (other than an asset-based fee) that such stockholder or any Stockholder Associated Person is
entitled to based on any increase or decrease in the value of the shares of stock of the corporation or Derivative Instruments, (8)&nbsp;a representation in form and substance reasonably satisfactory to the corporation that the stockholder is a
holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such nomination, and (9)&nbsp;a representation in form and substance reasonably satisfactory to the
corporation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends to (x)&nbsp;deliver a proxy statement and/or form of proxy to holders of, in the case of a proposal, at least the percentage of the
corporation&#146;s outstanding capital stock required to carry the proposal, or in the case of a nomination or nominations, at least the percentage of the corporation&#146;s outstanding capital stock to elect the nominee and/or (y)&nbsp;otherwise
solicit proxies from stockholders in support of such nomination. For purposes of these <FONT STYLE="white-space:nowrap">by-laws,</FONT> a &#147;Stockholder Associated Person&#148; of any stockholder means (x)&nbsp;any &#147;affiliate&#148; or
&#147;associate&#148; (as those terms are defined in Rule <FONT STYLE="white-space:nowrap">12b-2</FONT> under the Exchange Act) of the stockholder that owns beneficially or of record any capital stock or other securities of the corporation or any
Derivative Instrument and (y)&nbsp;any person acting in concert with such stockholder or any affiliate or associate of such stockholder with respect to the capital stock or other securities of the corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(iii) Eligibility. Subject to Section (c)&nbsp;of this Article II, the certificate of incorporation of the corporation and applicable law,
only persons nominated in accordance with procedures stated in this Section (b)&nbsp;shall be eligible for election as and to serve as a member of the Board of Directors and the only business that shall be conducted at an annual meeting of
stockholders is the business that has been brought before the meeting in accordance with the procedures of this Section (b). The corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine
the eligibility of such proposed nominee to serve as a director of the corporation. In addition, at the request of the corporation, any nominee proposed by a stockholder for election as a director of the corporation must promptly, but in any event
within five (5)&nbsp;business days after such request, submit all completed and signed questionnaires required of directors and officers to the secretary of the corporation. Notwithstanding anything in the
<FONT STYLE="white-space:nowrap">by-laws</FONT> to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this Article II. The board of directors or the chairman of the meeting of
stockholders shall have the power and the duty to determine whether a nomination or any proposal has been made according to the procedures stated in this Section (b)&nbsp;and, if any nomination or proposal does not comply with this Section (b),
unless </P>
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otherwise required by law, the nomination or proposal shall be disregarded and no vote on such nomination or proposal will occur, notwithstanding that proxies in respect of such vote may have
been received by the corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(iv) Public Announcement. For purposes of this Article II, &#147;public announcement&#148; means
disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section&nbsp;13, 14 or
15(d) of the Exchange Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(v) Compliance with Law. Notwithstanding the foregoing provisions of this Section (b), a stockholder shall
also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to matters set forth in this Section (b). Nothing in this Section (b)&nbsp;shall affect any rights, if any, of stockholders to
request inclusion of proposals in the corporation&#146;s proxy statement pursuant to Rule <FONT STYLE="white-space:nowrap">14a-8</FONT> under the Exchange Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Proxy Access for Director Nominations. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(i) Proxy Access. Whenever the board of directors solicits proxies with respect to the election of directors at an annual meeting of
stockholders (following the 2017 annual meeting of stockholders), subject to the provisions of this Section (c), the corporation shall include in its proxy statement for such annual meeting, in addition to any persons nominated for election by the
board of directors, including through a committee thereof, the name, together with the Required Information (defined below), of any person nominated for election (the &#147;Stockholder Nominee&#148;) to the board of directors by any stockholder or
group of no more than twenty (20)&nbsp;stockholders<I> </I>(provided that a group of funds that are (A)&nbsp;under common management and investment control, (B)&nbsp;under common management and funded primarily by the same employer or (C)&nbsp;a
&#147;group of investment companies,&#148; as such term is defined in Section&nbsp;12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended, shall be treated as one stockholder) that satisfies the requirements of this Section (c) (the
&#147;Eligible Stockholder&#148;), and who expressly elects at the time of providing a notice that names the Stockholder Nominee and otherwise satisfies the requirements of this Section (c) (the &#147;Notice of Proxy Access Nomination&#148;) to have
the Stockholder Nominee included in the corporation&#146;s proxy materials (including the proxy card) pursuant to this Section (c). For purposes of this Section (c), the &#147;Required Information&#148; that the corporation will include in its proxy
statement is the information provided to the secretary of the corporation concerning the Stockholder Nominee and the Eligible Stockholder that is required to be disclosed in the corporation&#146;s proxy statement by the Exchange Act, and, if the
Eligible Stockholder so elects, a written statement, not to exceed 500 words, for each of its Stockholder Nominee(s) (the &#147;Statement&#148;). Only one Statement may be submitted by an Eligible Stockholder (including any group of stockholders
together constituting an Eligible Stockholder) in support of its Stockholder Nominee(s). Notwithstanding anything to the contrary contained in this Section (c), the corporation may (A)&nbsp;omit from its proxy materials any information or Statement
(or portion thereof) that it, in good faith, believes would violate any applicable law or regulation, and (B)&nbsp;solicit against any Stockholder Nominee or include in the corporation&#146;s proxy statement its own statement or other information
relating to any Eligible Stockholder or Stockholder Nominee. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(ii) Timeliness of Notice. To nominate a Stockholder Nominee, the Eligible
Stockholder must timely submit to the secretary of the corporation at the principal executive </P>
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offices of the corporation the Notice of Proxy Access Nomination. To be timely, the Notice of Proxy Access Nomination must be delivered to, or mailed to and received by, the secretary of the
corporation no earlier than one hundred fifty (150)&nbsp;days and no later than one hundred twenty (120)&nbsp;days before the anniversary of the date that the corporation issued its proxy statement for the previous year&#146;s annual meeting of
stockholders, or, if the date of the annual meeting of stockholders is more than thirty (30)&nbsp;days earlier or more than sixty (60)&nbsp;days later than the anniversary date of the most recent annual meeting of stockholders, then not later than
the close of business on the 10th day after public announcement of the meeting date. In no event shall the public announcement of an adjournment or postponement of an annual meeting of stockholders commence a new time period (or extend any time
period) for the giving of a Notice of Proxy Access Nomination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(iii) Maximum Number of Stockholder Nominees. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(A) Maximum Number of Stockholder Nominees. The maximum number of Stockholder Nominees nominated by all Eligible Stockholders that will be
included in the corporation&#146;s proxy materials with respect to an annual meeting of stockholders shall not exceed the greater of (x)&nbsp;two (2) or (y)&nbsp;twenty percent (20%) of the number of directors in office as of the last day on which a
Notice of Proxy Access Nomination may be delivered pursuant to and in accordance with this Section (c) (the &#147;Final Proxy Access Nomination Date&#148;), or if such a number is not a whole number, the closest whole number (rounding down) below
twenty percent (20%). In the event that one or more vacancies for any reason occurs on the board of directors after the Final Proxy Access Nomination Date but before the date of the annual meeting, and the board of directors resolves to reduce the
size of the board of directors in connection therewith, the maximum number of Stockholder Nominees included in the corporation&#146;s proxy materials shall be calculated based on the number of directors in office as so reduced. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(B) Persons Considered in Calculation of Maximum Number of Stockholder Nominees. The following persons shall be considered Stockholder
Nominees for purposes of determining when the maximum number of Stockholder Nominees provided for in this Section (c)&nbsp;has been reached: (w)&nbsp;any Stockholder Nominee whom the board of directors decides to nominate as a board of directors
nominee, (x)&nbsp;any Stockholder Nominee who is subsequently withdrawn, (y)&nbsp;any director who had been a Stockholder Nominee at any of the preceding two annual meetings and whose reelection at the upcoming annual meeting is being recommended by
the board of directors and (z)&nbsp;any director in office or director candidate that in either case will be included in the corporation&#146;s proxy materials with respect to such annual meeting as an unopposed (by the corporation) nominee pursuant
to an agreement, arrangement or other understanding between the corporation and a stockholder or group of stockholders, other than any such director who at the time of such annual meeting will have served as a director continuously, as a nominee of
the board of directors, for at least two annual terms. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(C) Ranking Stockholder Nominees. Any Eligible Stockholder submitting more than
one Stockholder Nominee for inclusion in the corporation&#146;s proxy materials pursuant to this Section (c)&nbsp;shall rank such Stockholder Nominees based on the order that the Eligible Stockholder desires such Stockholder Nominees to be selected
for inclusion in the corporation&#146;s proxy statement. In the event that the number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this Section (c)&nbsp;exceeds the maximum number of nominees provided for in this Section
(c), the highest ranking Stockholder Nominee who meets the </P>
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requirements of this Section (c)&nbsp;from each Eligible Stockholder will be selected for inclusion in the corporation&#146;s proxy materials until the maximum number is reached, proceeding in
order of the amount (largest to smallest) of shares of common stock of the corporation each Eligible Stockholder disclosed as owned in its respective Notice of Proxy Access Nomination submitted to the corporation. If the maximum number is not
reached after the highest ranking Stockholder Nominee who meets the requirements of this Section (c)&nbsp;from each Eligible Stockholder has been selected, this process will continue as many times as necessary, following the same order each time,
until the maximum number is reached. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(D) Exclusion of Stockholder Nominees. Notwithstanding anything to the contrary contained in this
Section (c), if the secretary of the corporation receives notice pursuant to Section&nbsp;(b) of Article II of these <FONT STYLE="white-space:nowrap">by-laws</FONT> that a stockholder intends to nominate one or more persons for election to the board
of directors at such meeting, no Stockholder Nominees will be included in the corporation&#146;s proxy materials with respect to such meeting pursuant to this Section (c). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(iv) Ownership. For purposes of this Section (c), an Eligible Stockholder shall only be deemed to &#147;own&#148; only those outstanding
shares of common stock of the corporation as to which the stockholder possesses (A)&nbsp;the full voting and investment rights pertaining to the shares and (B)&nbsp;the full economic interest in (including the opportunity for profit from and risk of
loss on) such shares. The number of shares calculated in accordance with clauses (A)&nbsp;and (B) shall not include any shares (A)&nbsp;sold by such stockholder (or any of its affiliates) in any transaction that has not been settled or closed,
(B)&nbsp;borrowed by such stockholder (or any of its affiliates) for any purposes or purchased by such stockholder (or any of its affiliates) pursuant to an agreement to resell or (C)&nbsp;subject to any option, warrant, derivative or other
agreement or understanding, whether any such arrangement is to be settled with shares of common stock of the corporation or with cash based on the notional amount of shares subject thereto, in any such case which has, or is intended to have or if
exercised would have, the purpose or effect of (1)&nbsp;reducing in any manner, to any extent or at any time in the future, such stockholder&#146;s (or its affiliates&#146;) rights to vote or direct the voting and full rights to dispose or direct
the disposition of any of such shares and/or (2)&nbsp;offsetting to any degree any gain or loss arising from the full economic interest in such shares by such stockholder (or affiliate). An Eligible Stockholder&#146;s ownership of loaned shares
shall only be deemed to continue during any period in which (x)&nbsp;the Eligible Stockholder has loaned such shares, provided that the Eligible Stockholder has the power to recall such loaned shares on not more than five (5)&nbsp;business
days&#146; notice and recalls such loaned shares not more than five (5)&nbsp;business days after being notified that any of its Stockholder Nominee(s) will be included in the corporation&#146;s proxy materials<I> </I>or (y)&nbsp;the Eligible
Stockholder has delegated any voting power by means of proxy, proxy of attorney, or other instrument or arrangement that is revocable at any time by the Eligible Stockholder. Whether outstanding shares of common stock of the corporation are
&#147;owned&#148; for these purposes will be determined by the Board. For purposes of this Section (c), the term &#147;affiliate&#148; or &#147;affiliates&#148; shall have the meaning ascribed thereto under the rules and regulations promulgated
under the Exchange Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(v) Required Ownership Percentage; Minimum Holding Period. In order to make a nomination pursuant to this Section
(c), an Eligible Stockholder must have owned the Required Ownership Percentage (as defined below) of the corporation&#146;s outstanding common stock (the &#147;Required Shares&#148;) continuously for the Minimum Holding Period (as defined below) as
of both the date the Notice of Proxy Access Nomination is received by the secretary of the </P>
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corporation in accordance with this Section (c)&nbsp;and the record date for determining the stockholders entitled to vote at the annual meeting and must continue to own the Required Shares
through the meeting date. For purposes of this Section (c), the &#147;Required Ownership Percentage&#148; is 3% or more, and the &#147;Minimum Holding Period&#148; is 3 years. For purposes of determining the denominator to be used in calculating
whether an Eligible Stockholder meets the Required Ownership Percentage, the Eligible Stockholder may rely on information about the outstanding shares of the corporation, as set forth in the corporation&#146;s most recent quarterly or annual report,
and any current report subsequent thereto, filed with the Securities and Exchange Commission pursuant to the Exchange Act, unless the Eligible Stockholder has reason to know that the information contained therein is inaccurate. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(vi) Information to be Provided. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(A) Information to be Provided by Eligible Stockholder. The Notice of Proxy Access Nomination must include: (1)&nbsp;in form and substance
reasonably satisfactory to the corporation, one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the Minimum Holding Period) verifying that, as of a
date within seven (7)&nbsp;calendar days prior to the date the Notice of Proxy Access Nomination is delivered to, or mailed to and received by, the secretary of the corporation, the Eligible Stockholder owns, and has owned continuously for the
Minimum Holding Period, the Required Shares, and the Eligible Stockholder&#146;s agreement to provide, within five (5)&nbsp;business days after the record date for the annual meeting, written statements from the record holder and intermediaries
verifying the Eligible Stockholder&#146;s continuous ownership of the Required Shares through the record date and immediate notice if the Eligible Stockholder ceases to own any of the Required Shares prior to the date of the applicable annual
meeting of stockholders; (2)&nbsp;documentation in form and substance reasonably satisfactory to the corporation demonstrating that any group of funds being counted as one stockholder in meeting the definition of Eligible Stockholder are entitled to
be treated as one stockholder for purposes of this Section (c), (3)&nbsp;a copy of the Schedule 14N that has been filed with the Securities and Exchange Commission as required by Rule <FONT STYLE="white-space:nowrap">14a-18</FONT> under the Exchange
Act (or any successor provisions); (4)&nbsp;the information, representations, and agreements that are the same as those that would be required to be set forth in a stockholder&#146;s notice of nomination pursuant to Section&nbsp;(b) of Article II of
these <FONT STYLE="white-space:nowrap">by-laws;</FONT> (5)&nbsp;in the case of a nomination by a group of stockholders, that together is an Eligible Stockholder, the designation by all group members of one group member that is authorized to act on
behalf of all such members with respect to the nomination and matters related thereto, including withdrawal of the nomination; (6)&nbsp;the consent of each Stockholder Nominee to being named in the proxy statement as a nominee and to serving as a
director if elected, in form and substance reasonably satisfactory to the corporation; (7)&nbsp;a representation in form and substance reasonably satisfactory to the corporation that the Eligible Stockholder (u)&nbsp;acquired the Required Shares in
the ordinary course of business and not with the intent to change or influence control at the corporation, and does not presently have such intent, (v)&nbsp;presently intends to maintain qualifying ownership of the Required Shares through the date
of the annual meeting, (w)&nbsp;has not nominated and will not nominate for election to the board of directors at the annual meeting any person other than the Stockholder Nominee(s) being nominated pursuant to this Section (c), (x) has not engaged
and will not engage in, and has not and will not be a &#147;participant&#148; in another person&#146;s &#147;solicitation&#148; within the meaning of <FONT STYLE="white-space:nowrap">Rule&nbsp;14a-1(l)</FONT> under the Exchange Act in support of the
election of any individual as a director at the annual meeting other than its Stockholder Nominee(s) or a nominee of the board of directors, (y)&nbsp;agrees to comply with all applicable laws </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>


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and regulations applicable to the use, if any, of soliciting material, and (z)&nbsp;will provide facts, statements, and other information in all communications with the corporation and its
stockholders that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not
misleading; (8)&nbsp;a statement as to whether the Eligible Stockholder intends to maintain qualifying ownership of the Required Shares for at least one year following the annual meeting; and (9)&nbsp;an undertaking in form and substance reasonably
satisfactory to the corporation that the Eligible Stockholder agrees to (x)&nbsp;assume all liability stemming from any legal or regulatory violation arising out of the Eligible Stockholder&#146;s communications with the stockholders of the
corporation or out of the information that the Eligible Stockholder provided to the corporation and (y)&nbsp;indemnify and hold harmless the corporation and each of its directors, officers and employees individually against any liability, loss, or
damages, as incurred, in connection with any threatened or pending action, suit, or proceeding, whether legal, administrative or investigative, against the corporation or any of its directors, officers, or employees arising out of any nomination
submitted by the Eligible Stockholder pursuant to this Section (c). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(B) Information to be Provided by Stockholder Nominee. The Notice of
Proxy Access Nomination, must include a written representation and agreement from the Stockholder Nominee in form and substance reasonably satisfactory to the corporation that such person (1)&nbsp;is not and will not become a party to (x)&nbsp;any
agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the corporation, will act or vote on any issue or question (a &#147;Voting
Commitment&#148;) that has not been disclosed to the corporation or (y)&nbsp;any Voting Commitment that could limit or interfere with such person&#146;s ability to comply, if elected as a director of the corporation, with such person&#146;s
fiduciary duties under applicable law, (2)&nbsp;has not during the past three years, is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the corporation with respect to any direct or
indirect compensation, reimbursement, or indemnification in connection with service or action as a director that has not been disclosed therein, (3)&nbsp;in such person&#146;s individual capacity and on behalf of any person or entity on whose behalf
the nomination is being made, would be in compliance, if elected as a director of the corporation, and will comply with applicable law, all applicable rules of the U.S. exchanges upon which the common stock of the corporation is listed, and all of
the corporation&#146;s publicly disclosed corporate governance, conflict of interest, confidentiality, and stock ownership and trading policies and guidelines, (4)&nbsp;will provide facts, statements and other information in all communications with
the corporation and its stockholders that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they
were made, not misleading and (5)&nbsp;will irrevocably resign, together with a letter of resignation, with such resignation to become automatically effective upon determination by the board of directors (excluding for this purpose the Stockholder
Nominee) that (x)&nbsp;such Stockholder Nominee or the applicable Eligible Stockholder has breached or has failed to comply with any of its or their obligations under this Section (c)&nbsp;or any of its or their representations or agreements set
forth in the Notice of Proxy Access Nomination (or otherwise submitted pursuant to this Section (c)), (y) any of the information in the Notice of Proxy Access Nomination (or otherwise submitted pursuant to this Section (c)) was not, when provided,
true and correct in all material respects or omitted to state a material fact necessary in order to make the statements made, in light of the circumstances they were made, not misleading, or (z)&nbsp;the requirements of this Section (c)&nbsp;had not
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>


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otherwise been met. At the request of the corporation, each Stockholder Nominee for election as a director of the corporation must promptly, but in any event within five (5)&nbsp;business days
after such request, submit all completed and signed questionnaires required of directors and officers to the secretary of the corporation. The corporation may request such additional information, or such of the foregoing information in a form
provided by the secretary upon written request, as necessary to permit the board of directors to determine if each Stockholder Nominee satisfies the requirements of this Section (c). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(vii) Notice of Defect. In the event that any information or communications provided by the Eligible Stockholder or the Stockholder Nominee to
the corporation or its stockholders ceases to be true and correct in all material respects or omits a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading, each Eligible
Stockholder or Stockholder Nominee, as the case may be, shall promptly notify the secretary of the corporation of any defect in such previously provided information and of the information that is required to correct any such defect; it being
understood that providing any such notification shall not be deemed to cure any such defect or limit the remedies available to the corporation relating to any such defect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(viii) Exclusions. The corporation shall not be required to include in its proxy materials for any meeting of stockholders, pursuant to this
Section (c), a Stockholder Nominee (A)&nbsp;for which the secretary of the corporation receives a notice that a stockholder has nominated such Stockholder Nominee for election to the board of directors pursuant to the advance notice requirements for
stockholder nominees for director set forth in Section (b)&nbsp;of Article II of these <FONT STYLE="white-space:nowrap">by-laws,</FONT> (B)&nbsp;if the Eligible Stockholder who has nominated such Stockholder Nominee has engaged in or is currently
engaged in, or has been or is a &#147;participant&#148; in another person&#146;s &#147;solicitation&#148; within the meaning of Rule <FONT STYLE="white-space:nowrap">14a-1(l)</FONT> under the Exchange Act in support of the election of any individual
as a director at the annual meeting other than its Stockholder Nominee(s) or a nominee of the board of directors,<I> </I>(C)&nbsp;who is not independent under the listing standards of each principal U.S. exchange upon which the common stock of the
corporation is listed, any applicable rules of the Securities and Exchange Commission, and any publicly disclosed standards used by the board of directors in determining and disclosing independence of the corporation&#146;s directors, in each case
as determined by the board of directors, (D)&nbsp;who does not qualify as a <FONT STYLE="white-space:nowrap">&#147;non-employee</FONT> director&#148; under Rule <FONT STYLE="white-space:nowrap">16b-3</FONT> of the Exchange Act or as an &#147;outside
director&#148; for the purposes of Section&nbsp;162(m) of the Internal Revenue Code (or any successor provision), (E)&nbsp;whose election as a member of the board of directors would cause the corporation to be in violation of these <FONT
STYLE="white-space:nowrap">by-laws,</FONT> the Fourth Restated Certificate of Incorporation, the rules and listing standards of the principal U.S. exchanges upon which the common stock of the corporation is traded, or any applicable state or federal
law, rule or regulation, (F)&nbsp;who is currently or was within the last three calendar years an officer, employee or director of a competitor, as defined in Section&nbsp;8 of the Clayton Antitrust Act of 1914, as amended, (G)&nbsp;who is a named
subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past ten (10)&nbsp;years, (H)&nbsp;who is subject to any order of the type specified in
Rule 506(d) of Regulation D promulgated under the Securities Act of 1933, as amended, (I)&nbsp;if such Stockholder Nominee or the applicable Eligible Stockholder shall have provided information to the corporation in respect to such nomination that
was not true or correct in any material respect or omitted to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, as determined by the board of directors or
any committee thereof, or (J)&nbsp;if such Stockholder Nominee </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>


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or the applicable Eligible Stockholder has breached or has failed to comply with any of its or their obligations under this Section (c)&nbsp;or any of its or their representations or agreements
set forth in the Notice of Proxy Access Nomination (or otherwise submitted pursuant to this Section (c)) or any of the information in the Notice of Proxy Access Nomination (or otherwise submitted pursuant to this Section (c)) was not, when provided,
true or correct or omitted to state a material fact necessary in order to make the statements made, in light of the circumstances they were made, not misleading, or the requirements of this Section (c)&nbsp;have not otherwise been met. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(ix) Invalidity. Notwithstanding anything to the contrary set forth herein, the board of directors or the chairman of the meeting of
stockholders shall declare a nomination by an Eligible Stockholder to be invalid, and such nomination shall be disregarded and no vote on such Stockholder Nominee will occur, notwithstanding that proxies in respect of such vote may have been
received by the corporation, if (A)&nbsp;the Stockholder Nominee(s) becomes ineligible or unavailable for election at the annual meeting, as determined by the board of directors or the chairman of the meeting, (B)&nbsp;the Stockholder Nominee(s)
and/or the applicable Eligible Stockholder shall have breached or failed to comply with any of its or their obligations under this Section (c)&nbsp;or any of its or their representations or agreements set forth in the Notice of Proxy Access
Nomination (or otherwise submitted pursuant to this Section (c)) or any of the information in the Notice of Proxy Access Nomination (or otherwise submitted pursuant to this Section (c)) was not, when provided, true or correct or omitted to state a
material fact necessary in order to make the statements made, in light of the circumstances they were made, not misleading, or the requirements of this Section (c)&nbsp;have not otherwise been met, as determined by the board of directors or the
chairman of the meeting, or (C)&nbsp;the Eligible Stockholder (or a qualified representative thereof) does not appear at the meeting of stockholders to present any nomination pursuant to this Section (c). In addition, the corporation will not be
required to include in its proxy materials any successor or replacement Stockholder Nominee proposed by the applicable Eligible Stockholder or any other Eligible Stockholder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(x) Group Membership. No person may be a member of more than one group of persons constituting an Eligible Stockholder under this Section (c).
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(xi) Restrictions on Successive Nominations. Any Stockholder Nominee who is included in the corporation&#146;s proxy materials for a
particular annual meeting of stockholders but withdraws from or becomes ineligible or unavailable for election at the annual meeting will be ineligible to be a Stockholder Nominee pursuant to this Section (c)&nbsp;for the next two annual
meetings.<I> </I>For the avoidance of doubt, this Section (c)(xi) shall not prevent any stockholder from nominating any person to the board of directors pursuant to and in accordance with Section&nbsp;(b) of Article II of these <FONT
STYLE="white-space:nowrap">by-laws.</FONT> </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE III </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Special Meetings of Stockholders </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Except as otherwise required by law or as fixed pursuant to the provisions of Article FOURTH of the certificate of incorporation relating to
the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, special meetings of the stockholders may be called only by the chairman of the board, the president, or the
board of directors pursuant to a resolution approved by a majority of the entire board of directors. Such call shall state the time, place and purposes of the meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE IV </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Place of
Stockholders&#146; Meetings </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The annual meeting of the stockholders, for the annual election of directors and other purposes, shall be
held at such place within or without the State of Delaware as the board of directors shall fix for such meeting. Adjourned meetings of the stockholders shall be held at such places and at such times as the board of directors shall fix. Special
meetings of the stockholders, and adjourned special meetings of the stockholders, shall be held at such places within or without the State of Delaware and such time as the board of directors shall fix. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE V </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Notice of
Stockholders&#146; Meetings </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Except as may be otherwise required by law, by the certificate of incorporation or by other provisions of
these <FONT STYLE="white-space:nowrap">by-laws,</FONT> and subject to the provisions of Article XXII, a written notice of each meeting of stockholders, stating the place, day and hour thereof and the purposes for which the meeting is called, shall
be given, at least ten days but not more than sixty days before the meeting, to each stockholder entitled to vote thereat, by leaving such notice with such stockholder or at the stockholder&#146;s residence or usual place of business, by mailing it,
postage prepaid, addressed to such stockholder at the stockholder&#146;s address as it appears upon the books of the corporation, or by electronic transmission in the manner provided in Section&nbsp;232 of the General Corporation Law of the State of
Delaware. Such notice shall be given by the secretary, or in case of the death, absence, incapacity or refusal of the secretary, by some other officer or by a person designated by the board of directors. Except as otherwise required by law, the
business conducted at a special meeting of stockholders of the corporation shall be limited exclusively to the business set forth in the corporation&#146;s notice of meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The corporation may postpone or cancel any previously called annual or special meeting of stockholders of the corporation by making a public
announcement (as defined in Article II, Section (b)(iv)) of such postponement or cancellation prior to the meeting. When a previously called annual or special meeting of stockholders is postponed to another time or place, if any, notice of the place
(if any), date, and time of the postponed meeting and the means of remote communications, if any, by which stockholders and proxy holders may be deemed present and </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>


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vote at such postponed meeting, shall be given in conformity with this Article V unless such meeting is postponed not more than 60 days after initial notice of the meeting was provided in
conformity with this Article V. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE VI </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Quorum and Action of Stockholders </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Any action required or permitted to be taken by the stockholders of the corporation must be effected at a duly called annual or special
meeting of such holders and may not be effected by any consent in writing by such holders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">At any meeting of the stockholders, a quorum
for the election of directors or for the consideration of any question shall consist of a majority of the stock issued and outstanding; except in any case where a larger quorum is required by law, by the certificate of incorporation or by these <FONT
STYLE="white-space:nowrap">by-laws.</FONT> Stock owned by the corporation, if any, shall not be deemed outstanding for this purpose. In any case any meeting may be adjourned from time to time by a majority of the votes properly cast upon the
question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice, except as required by law. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">When a quorum is present at any meeting, except as otherwise provided by law or by the certificate of incorporation, a nominee for director
shall be elected if the number of votes properly cast &#147;for&#148; such nominee&#146;s election exceeds the number of votes properly cast &#147;against&#148; such nominee&#146;s election; provided that if, as of a date that is fourteen
(14)&nbsp;days in advance of the date the corporation files its definitive proxy statement with the Securities and Exchange Commission (regardless of whether or not thereafter revised or supplemented) with respect to any meeting, the number of
persons intended to be nominated for election to the board of directors of the corporation at such meeting (1)&nbsp;by or at the direction of the board of directors or a committee appointed by the board of directors and (2)&nbsp;by any stockholders
of the corporation entitled to vote for the election of directors at the meeting who have complied with the notice procedures set forth in Article II exceeds the number of directors to be elected at such meeting, the directors shall be elected by
the plurality of the votes properly cast at such meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">When a quorum for the consideration of a question is present at any meeting, a
majority of the votes properly cast upon the question shall decide the question; except in any case where a different vote is required by law, by the certificate of incorporation or by these <FONT STYLE="white-space:nowrap">by-laws.</FONT> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of this Article, broker <FONT STYLE="white-space:nowrap">non-votes</FONT> and abstentions shall be counted for purposes of the
quorum but shall not be counted as constituting votes cast either &#147;for&#148; or &#147;against.&#148; </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE VII </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Proxies and Voting </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Except as
otherwise provided in the certificate of incorporation, and subject to the provisions of Article XXV, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock held
by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period; and except where the transfer books of the corporation shall have been closed or a date shall have been fixed as a
record date for the determination of the stockholders entitled to vote, as provided in Article XXV, no share of stock shall be voted on at any election for directors which has been transferred on the books of the corporation within twenty days next
preceding such election of directors. Shares of the capital stock of the corporation belonging to the corporation shall not be voted upon directly or indirectly. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held, or to give any consent permitted by law, and
persons whose stock is pledged shall be entitled to vote, or to give any consent permitted by law, unless in the transfer by the pledgor on the books of the corporation he shall have expressly empowered the pledgee to vote thereon, in which case
only the pledgee or his proxy may represent said stock and vote thereon or give any such consent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The secretary shall prepare and make,
at least ten days before every election of directors, a complete list of the stockholders entitled to vote at said election, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name
of each stockholder. Such list shall be open to the examination of any stockholder during ordinary business hours, at the principal place of business of the corporation, for said ten days, and shall be produced and kept at the time and place of
election during the whole time thereof, and subject to the inspection of any stockholder who may be present. The original or duplicate stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in
person or by proxy at such election. </P> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE VIII </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>OMITTED </U></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE IX </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Board of Directors </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The whole
board of directors shall consist of not less than three nor more than fifteen directors. Within such limits the whole number of directors shall be fixed from time to time, subject to the provisions of Article XXI hereof, by action of the board of
directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Except as otherwise fixed pursuant to the provisions of Article FOURTH of the certificate of incorporation relating to the
rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect additional directors under specified circumstances, the number of directors of the corporation shall be
fixed from time to time by or pursuant to these <FONT STYLE="white-space:nowrap">by-laws.</FONT> The directors shall be elected to hold office until the next annual meeting of stockholders and until their respective successors shall have been duly
elected and qualified, subject, however, to prior death, resignation, disqualification or removal from office. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">References in these <FONT
STYLE="white-space:nowrap">by-laws</FONT> to the whole board of directors mean the whole number fixed as herein or in the certificate of incorporation provided, irrespective of the number at the time in office. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Each newly created directorship resulting from any increase in the number of directors may be filled only as provided in Article&nbsp;XXI for
the filling of a vacancy in the office of a director. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">No director need be a stockholder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE X </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Powers of the Board of
Directors </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The board of directors shall have and may exercise all the powers of the corporation; except such as are conferred upon the
stockholders by law, by the certificate of incorporation or by these <FONT STYLE="white-space:nowrap">by-laws.</FONT> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE XI </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Committees </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The board of
directors may at any time and from time to time, by resolution adopted by a majority of the whole board, designate, change the membership of or terminate the existence of any committee or committees, including if desired any executive committee,
each committee to consist of two or more of the directors of the corporation. Each such committee shall have such name as may be determined from time to time by resolution adopted by a majority of the whole board of directors and shall have and may
exercise such powers of the board of directors </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">14 </P>


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in the management of the business and affairs of the corporation, including power to authorize the seal of the corporation to be affixed to all papers which may require it, as may be determined
from time to time by resolution adopted by a majority of the whole board. All minutes of proceedings of committees shall be available to the board of directors on its request. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In the absence or disqualification of any member of such committee or committees the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of such absent or disqualified member. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE XII </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Meetings of the
Board of Directors </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Regular meetings of the board of directors may be held without call or formal notice at such places either within or
without the State of Delaware and at such times as the board may from time to time determine. A regular meeting of the board of directors may be held without call or formal notice immediately after and at the same place as the annual meeting of the
stockholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Special meetings of the board of directors may be held at any time and at any place either within or without the State of
Delaware when called by the chairman of the board (if any), the president, the treasurer or two or more directors, reasonable notice thereof being given to each director by the secretary, or in the case of the death, absence, incapacity or refusal
of the secretary, by the officer or directors calling the meeting, or without call or formal notice if each director then in office is either present or waives notice as provided in Article XXII. In any case it shall be deemed sufficient notice to a
director to send notice by mail at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to such director at the director&#146;s usual or last known business or residence address or to give notice to such
director by electronic transmission or in person either by telephone or by handing such director a written notice at least twenty-four hours before the meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE XIII </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Quorum and Action
of Directors </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">At any meeting of the board of directors, except in any case where a larger quorum or the vote of a larger number of
directors is required by law, by the certificate of incorporation or by these <FONT STYLE="white-space:nowrap">by-laws,</FONT> a quorum for any election or for the consideration of any question shall consist of a majority of the directors then in
office, but in any case not less than two directors; but any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further
notice. When a quorum is present at any meeting, the votes of a majority of the directors present and voting shall be requisite and sufficient for election to any office, and a majority of the directors present and voting shall decide any question
brought before such meeting, except in any case where a larger vote is required by law, by the certificate of incorporation or by these by- laws. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE XIV </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Consent by Directors or Committees </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">To the extent permitted by law, whenever a vote or resolution at a meeting of the board of directors or of any committee thereof is required
or permitted to be taken in connection with any corporate action by any provision of law or of the certificate of incorporation or of these <FONT STYLE="white-space:nowrap">by-laws,</FONT> such meeting and such vote or resolution may be dispensed
with and such corporate action may be taken without such meeting, vote or resolution, if a written consent to such corporate action is signed by all members of the board or of such committee, as the case may be, and such written consent is filed
with the minutes of the proceedings of the board or of such committee. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE XV </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Chairman of the Board of Directors </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A chairman of the board may be elected annually from among the directors by the board of directors at its first meeting following the annual
meeting of the stockholders and shall serve until the first meeting of the board of directors following the next annual meeting of the stockholders and until his successor is elected, or until he dies, resigns, is removed or replaced or becomes
disqualified. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The chairman of the board (if any) shall preside at all meetings of the stockholders and of the board of directors at which
he is present, except that if there is no chairman or in the absence of the chairman, or at the request of the chairman, the president shall preside. The chairman (if any) shall have such other duties and powers as may be designated from time to
time by the board of directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE XVI </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Officers and Agents </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The
officers of the corporation shall be a president, a treasurer, a secretary, and such other officers, if any, as the board of directors may in its discretion elect. The board of directors may designate the chairman of the board or the president as
chief executive officer. The chief executive officer shall have ultimate responsibility for the corporation&#146;s planning and operations, both financial and operational, subject to the policies and direction of the board of directors. The board of
directors may delegate to the chief executive officer the authority to appoint assistant vice presidents, assistant treasurers, assistant secretaries and such agents, if </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">16 </P>


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any, as he may in his discretion determine to appoint. So far as is permitted by law any two or more offices may be held by the same person. The chief executive officer may appoint such officers
of the divisions of the corporation as he in his discretion shall determine, the officers of divisions not being officers of the corporation. Officers of the divisions may also be appointed officers of the corporation by the board of directors or by
the chief executive officer as above provided. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Subject to law, to the certificate of incorporation and to the other provisions of these
by- laws, each officer elected by the board of directors or appointed by the chief executive officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such duties and
powers as the board of directors or the chief executive officer may from time to time designate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Officers elected by the board of
directors may be elected annually at its first meeting following the annual meeting of the stockholders. Officers appointed by the chief executive officer may be appointed annually by the chief executive officer on the day of the annual meeting of
the stockholders. Additional officers may be elected by the board of directors or appointed by the chief executive officer at any time. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Each officer elected by the board of directors shall hold office until the first meeting of the board of directors following the next annual
meeting of the stockholders and until his successor is elected or appointed and qualified, or until he sooner dies, resigns, is removed or replaced or becomes disqualified. Each officer and agent appointed by the chief executive officer shall retain
his authority at the pleasure of the chief executive officer. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE XVII </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">President </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The president shall
have such duties and powers as may be designated from time to time by the board of directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE XVIII </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Chief Financial Officer </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The
chief financial officer is responsible for execution of all financial policies, plans, procedures and controls of the corporation, and the maintenance of books and records with respect thereto, including accounting and treasury functions, internal
audit, budgets, borrowings, securities offerings, investments, tax reporting and financial reporting all subject to the control of the board of directors and the president. The chief financial officer shall have such other duties and powers as may
be designated from time to time by the board of directors and the president. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">17 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE XIX </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Secretary and Treasurer </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The
secretary shall record all the proceedings of the meetings of the stockholders and the board of directors, in a book or books to be kept for that purpose, and in his absence from any such meeting a temporary secretary shall be chosen who shall
record the proceedings thereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The secretary shall have charge of the stock ledger (which may, however, be kept by any transfer agent or
agents of the corporation), an original or duplicate of which shall at all times during the usual hours for business be open to the examination of every stockholder at the principal office of the corporation as provided for in the General
Corporation Law of the State of Delaware. The secretary shall have such other duties and powers as may be designated from time to time by the board of directors or by the chief executive officer. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The treasurer shall be in charge of the funds and valuable papers of the corporation and shall have such other duties and powers as may be
designated from time to time by the board of directors, by the chief executive officer or by the chief financial officer. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE XX </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Resignations and Removals </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Any
director or officer may resign at any time by delivering his resignation in writing to the president or the secretary or to a meeting of the board of directors, and such resignation shall take effect at the time stated therein, or if no time be so
stated then upon its delivery, and without the necessity of its being accepted unless the resignation shall so state. Except as otherwise fixed pursuant to the provisions of Article FOURTH of the certificate of incorporation relating to the rights
of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, any director may be removed from office with or without cause by the
holders of a majority of shares then entitled to vote generally in the election of directors, voting together as a single class. The board of directors may at any time, by vote of a majority of the directors present and voting, terminate or modify
the authority of any agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE XXI </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Vacancies </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Except as otherwise
fixed pursuant to the provisions of Article FOURTH of the certificate of incorporation relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect
directors under specified circumstances, newly created directorships resulting from any increase in the number of directors and any vacancies on the board of directors resulting from death, resignation, disqualification, removal or other cause shall
be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">18 </P>


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board of directors, or by a sole remaining director. Any director elected in accordance with the preceding sentence shall hold office until the next annual meeting of stockholders and until such
director&#146;s successor shall have been elected and qualified. No decrease in the number of directors constituting the board of directors shall shorten the term of any incumbent director. If the office of any officer becomes vacant, by reason of
death, resignation, removal or disqualification, a successor may be elected or appointed by the board of directors by vote of a majority of the directors present and voting. Each such successor officer shall hold office for the unexpired term or
such other term specified by the board, and until his successor shall be elected or appointed and qualified, or until he sooner dies, resigns, is removed or replaced or becomes disqualified. The board of directors shall have and may exercise all its
powers notwithstanding the existence of one or more vacancies in the whole board, subject to any requirements of law or of the certificate of incorporation or of these <FONT STYLE="white-space:nowrap">by-laws</FONT> as to the number of directors
required for a quorum or for any vote, resolution or other action. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE XXII </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Waiver of Notice </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Whenever any
notice is required to be given by law or under the provisions of the certificate of incorporation or of these <FONT STYLE="white-space:nowrap">by-laws,</FONT> a waiver thereof in writing, signed by the person or persons entitled to such notice, or
provided by electronic transmission, whether before or after the time stated therein or otherwise fixed for the meeting or other event for which notice is waived, shall be deemed equivalent to such notice. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE XXIII </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Certificates of
Stock </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by,
any two authorized officers of the corporation, certifying the number of shares owned by such holder in the corporation; provided, however, that where such certificate is signed (1)&nbsp;by a transfer agent or an assistant transfer agent or
(2)&nbsp;by a transfer clerk acting on behalf of the corporation and a registrar, the signature of the two authorized officers may be facsimile. In case any officer or officers who shall have signed or whose facsimile signature or signatures shall
have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the
corporation, such certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the corporation, and any such issue and delivery shall be regarded as an adoption by the corporation of such certificate or certificates. Certificates of stock shall be in such form as
shall, in conformity to law, be prescribed from time to time by the board of directors. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">19 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE XXIV </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Transfer of Shares of Stock </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Subject to applicable restrictions upon transfer, if any, title to a certificate of stock and to the shares represented thereby shall be
transferred only by delivery of the certificate properly endorsed, or by delivery of the certificate accompanied by a written assignment of the same, or a written power of attorney to sell, assign or transfer the same or the shares represented
thereby, properly executed; but the person registered on the books of the corporation as the owner of shares shall have the exclusive right to receive the dividends thereon and, except as provided in Article VII with respect to stock which has been
pledged, to vote thereon as such owner or to give any consent permitted by law, and shall be held liable for such calls and assessments, if any, as may lawfully be made thereon, and except only as may be required by law, may in all respects be
treated by the corporation as the exclusive owner thereof. It shall be the duty of each stockholder to notify the corporation of his post office address. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE XXV </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Transfer Books;
Record Date </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The board of directors shall have power to close the stock transfer books of the corporation for a period not exceeding sixty
days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect or for a period of not
exceeding sixty days in connection with obtaining the consent of stockholders for any purpose; provided, however, that in lieu of closing the stock transfer books as aforesaid, the board of directors may fix in advance a date, not more than 60 days
nor less than ten days before the date of any meeting of stockholders, or any other of the above mentioned events, or a date in connection with obtaining such consent, as a record date for the determination of the stockholders entitled to notice of,
and to vote at, any such meeting and any 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 capital stock,
or to give such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such 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 stock on the books of the corporation after any such record date
fixed as aforesaid. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">20 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE XXVI </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Loss of Certificates </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In the
case of the alleged loss or destruction or the mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms in conformity with law as the board of directors may prescribe. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE XXVII </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Seal </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The corporate seal of the corporation shall, subject to alteration by the board of directors, consist of a flat-faced circular die with the
word &#147;Delaware&#148;, together with the name of the corporation and the year of its organization, cut or engraved thereon. The corporate seal of the corporation may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE XXVIII </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Execution of Papers </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Except as
the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the
corporation shall be signed by the president or by one of the vice presidents or by the treasurer. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE XXIX </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Fiscal Year </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Except as from time
to time otherwise provided by the board of directors, the fiscal year of the corporation shall terminate on the Saturday nearest to the last day of January of each year. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE XXX </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Amendments </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The board of directors and the stockholders shall each have the power to adopt, alter, amend and repeal these
<FONT STYLE="white-space:nowrap">by-laws;</FONT> and any <FONT STYLE="white-space:nowrap">by-laws</FONT> adopted by the directors or the stockholders under the powers conferred hereby may be altered, amended or repealed by the directors or by the
stockholders. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">21 </P>

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