<SEC-DOCUMENT>0001193125-17-225733.txt : 20170711
<SEC-HEADER>0001193125-17-225733.hdr.sgml : 20170711
<ACCEPTANCE-DATETIME>20170711100003
ACCESSION NUMBER:		0001193125-17-225733
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20170707
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20170711
DATE AS OF CHANGE:		20170711

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CSX CORP
		CENTRAL INDEX KEY:			0000277948
		STANDARD INDUSTRIAL CLASSIFICATION:	RAILROADS, LINE-HAUL OPERATING [4011]
		IRS NUMBER:				621051971
		STATE OF INCORPORATION:			VA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-08022
		FILM NUMBER:		17959233

	BUSINESS ADDRESS:	
		STREET 1:		500 WATER STREET
		STREET 2:		15TH FLOOR
		CITY:			JACKSONVILLE
		STATE:			FL
		ZIP:			32202
		BUSINESS PHONE:		9043593200

	MAIL ADDRESS:	
		STREET 1:		500 WATER STREET
		STREET 2:		15TH FLOOR
		CITY:			JACKSONVILLE
		STATE:			FL
		ZIP:			32202
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d424183d8k.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<HTML><HEAD>
<TITLE>Form 8-K</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">
 <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, D.C. 20549 </B></P> <P STYLE="font-size:12pt;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:12pt; 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:12pt;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:12pt; 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) </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>of the Securities Exchange Act of 1934 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Date of Report (Date of earliest event reported): July&nbsp;7, 2017 </B></P>
<P STYLE="font-size:12pt;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:12pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>CSX CORPORATION </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:12pt;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:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" ALIGN="center">


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<TD VALIGN="top" ALIGN="center"><B>Virginia</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B><FONT STYLE="white-space:nowrap">1-08022</FONT></B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B><FONT STYLE="white-space:nowrap">62-1051971</FONT></B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(State or other jurisdiction</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>of incorporation)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Commission</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>File Number)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(I.R.S. Employer</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Identification No.)</B></P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<TD VALIGN="top" COLSPAN="3" ALIGN="center"><B>500 Water Street, 15<SUP STYLE="font-size:85%; vertical-align:top">th</SUP> Floor, Jacksonville, Florida</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>32202</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" COLSPAN="3" ALIGN="center"><B>(Address of&nbsp;principal&nbsp;executive offices)</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>(Zip Code)</B></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Registrant&#146;s telephone number, including area code:
<FONT STYLE="white-space:nowrap">(904)&nbsp;359-3200</FONT> </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:12pt; 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:12pt;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:12pt; 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>
<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">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:12pt; 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:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Emerging growth company&nbsp;&nbsp;&#9744; </P> <P STYLE="margin-top:12pt; 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>

<p Style='page-break-before:always'>
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<TR style = "page-break-inside:avoid">
<TD WIDTH="12%" VALIGN="top" ALIGN="left"><B>Item&nbsp;5.03</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On July&nbsp;7, 2017, the
Board of Directors of CSX Corporation (the &#147;Company&#148;) approved an amendment (the &#147;Amendment&#148;) to the Company&#146;s Amended and Restated Bylaws (the &#147;Bylaws&#148;), which became effective on July&nbsp;7, 2017. The Amendment
changes the Company&#146;s fiscal year from a 52/53 week year ending on the last Friday of December to a calendar year commencing on the first day of January each year and ending on December 31. Related to the change in the fiscal year: </P>
<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="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Fiscal year 2017 commenced on December&nbsp;31, 2016, as the fiscal year 2016 ended on December&nbsp;30, 2016 under the 52/53 week fiscal calendar. </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="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">The third quarter 2017 commenced on July&nbsp;1, 2017, as the second quarter 2017 ended on June&nbsp;30, 2017 under the 52/53 week fiscal calendar, and will include one additional day in order to end on
September&nbsp;30, 2017. </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="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">The fourth quarter 2017 will commence on October 1, 2017, and include one additional day in order to end on December&nbsp;31, 2017. </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="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Fiscal year 2017 will include 366 days of activity, five fewer days than fiscal year 2016, which was a 53 week fiscal year that began on December&nbsp;26, 2015, and ended December&nbsp;30, 2016. </TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company does not expect that this change will materially impact comparability of the Company&#146;s financial results for fiscal year 2016 and fiscal year
2017. Accordingly, the change to a calendar fiscal year will be made on a prospective basis and operating results for prior periods will not be adjusted. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company will not be required to file a transition report because this change is not deemed a change in fiscal year for purposes of reporting subject to
Rule <FONT STYLE="white-space:nowrap">13a-10</FONT> or Rule <FONT STYLE="white-space:nowrap">15d-10</FONT> of the Securities Exchange Act of 1934, as amended, as the new fiscal year commences within seven days of the prior fiscal year end and the
new fiscal year commences with the end of the prior fiscal year. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Amendment also deleted a specific reference to the Company&#146;s 2017 annual
meeting in Section&nbsp;11(a)(ii) of the Bylaws. Section&nbsp;11(a)(ii) sets forth when a shareholder&#146;s notice of nominations or other business the shareholder proposes to bring before the meeting must be delivered to the Company in order for
such notice to be timely. The Company&#146;s 2017 annual meeting was held on June&nbsp;5, 2017, making the reference to the 2017 annual meeting moot. </P> <P STYLE="font-size:18pt;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="12%" VALIGN="top" ALIGN="left"><B>Item&nbsp;9.01.</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Financial Statements and Exhibits. </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>(d) Exhibits </I></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD WIDTH="94%"></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">Amended and Restated Bylaws of CSX Corporation, effective as of July&nbsp;7, 2017.</TD></TR>
</TABLE></DIV>

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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; text-indent:8%; 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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<TD WIDTH="87%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">CSX CORPORATION</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Andrew L. Glassman</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Andrew L. Glassman</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Vice President&nbsp;&amp; Controller</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">DATE: July&nbsp;11, 2017 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>Exhibit Index </U></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>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; width:26.20pt; font-size:8pt; font-family:Times New Roman" ALIGN="center">Exhibit<BR>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:15.05pt; font-size:8pt; font-family:Times New Roman">Title</P></TD></TR>


<TR STYLE="font-size:1pt">
<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">Amended and Restated Bylaws of CSX Corporation, effective as of July&nbsp;7, 2017.</TD></TR>
</TABLE>
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<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>d424183dex31.htm
<DESCRIPTION>AMENDED AND RESTATED BYLAWS
<TEXT>
<HTML><HEAD>
<TITLE>Amended and Restated Bylaws</TITLE>
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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="center"><B>BYLAWS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>OF </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>CSX CORPORATION </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">(Amended
and Restated as of July&nbsp;7, 2017) </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>ARTICLE I</U> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Shareholders&#146; Meeting </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;1. <U>Annual Meeting</U>. The annual meeting of the shareholders of the Corporation shall be held on such date in March, April, May or June as
the Board of Directors (hereinafter sometimes the &#147;Board&#148;) may designate, either within or without the Commonwealth of Virginia. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;2. <U>Special Meetings</U>. Special meetings of the shareholders may be called from time to time by a majority of the Board of Directors or the
Chairman of the Board. Special meetings of shareholders shall be promptly called by the Corporation if one or more shareholders that together hold at least 15% of all the shares of capital stock at the time outstanding and having voting power
deliver or cause to be delivered to the Corporate Secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held. Special meetings shall be held solely for the purposes specified in the notice of
meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;3. <U>Time and Place</U>. The time and place of each meeting of the shareholders shall be stated in the notice of the meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;4. <U>Quorum and Voting</U>. The holders of a majority of the votes entitled to be cast on any matter, present in person or represented by proxy,
shall constitute a quorum as to that matter at any meeting of the shareholders. If less than a quorum shall be in attendance at the time for which a meeting shall have been called, the meeting may be adjourned from time to time until a quorum is
obtained by (a)&nbsp;the chairman of such meeting or (b)&nbsp;a majority of the shares present in person or represented by proxy. No additional notice of the meeting shall be required other than by announcement at the meeting unless a new record
date is fixed pursuant to Section&nbsp;8. Unless otherwise provided in the Articles of Incorporation of the Corporation, each shareholder shall be entitled to one vote in person or by proxy for each share entitled to vote then outstanding and
registered in his or her name on the books of the Corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;5. <U>Written Authorization</U>. A shareholder or a shareholder&#146;s duly
authorized <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">attorney-in-fact</FONT></FONT> may execute a writing authorizing another person or persons to act for him or her as proxy. Execution may be accomplished by the shareholder
or such shareholder&#146;s duly authorized <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">attorney-in-fact</FONT></FONT> or authorized officer, director, employee or agent signing such writing or causing such shareholder&#146;s
signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;6. <U>Electronic Authorization</U>. The President or the Corporate Secretary may approve procedures
to enable a shareholder or a shareholder&#146;s duly authorized <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">attorney-in-fact</FONT></FONT> to authorize another person or persons to act for him or her as proxy by transmitting or
authorizing the transmission of a telegram, cablegram, internet transmission, telephone transmission or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service
organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such transmission must either set forth or be submitted with information from which the inspectors of
election can determine that the transmission was authorized by the shareholder or the shareholder&#146;s duly authorized <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">attorney-in-fact.</FONT></FONT> If it is determined that such
transmissions are valid, the inspectors shall specify the information upon which they relied. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this Section&nbsp;6&nbsp;may be
substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;7. <U>Notice of Meeting</U>.&nbsp;&nbsp;&nbsp;&nbsp;(a) Except as otherwise
required by the laws of the Commonwealth of Virginia, notice shall be delivered by the Corporation not less than 10 days nor more than 60 days before the date of the meeting, either personally, by mail or by any other manner permitted by law, to
each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the shareholder at the shareholder&#146;s address
as it appears on the stock transfer books of the Corporation. Such further notice shall be given as may be required by law. Notice of meetings may be waived in accordance with law. Any previously scheduled meeting of the shareholders may be
postponed, by resolution of the Board of Directors, at any time prior to the time previously scheduled for such meeting of shareholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(b) Without
limiting the manner by which notice otherwise may be given effectively to shareholders, any notice to shareholders given by the Corporation, under any provision of the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws,
shall be effective if given by a form of electronic transmission consented to by the shareholder to whom the notice is given. Any such consent shall be revocable by the shareholder by written notice to the Corporation. Any such consent shall be
deemed revoked if (i)&nbsp;the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent and (ii)&nbsp;such inability becomes known to the Corporate Secretary or an
Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other
action. Notice given pursuant to this paragraph shall be deemed given: (1)&nbsp;if by facsimile telecommunication, when directed to a number at which the shareholder has consented to receive notice; (2)&nbsp;if by electronic mail, when directed to
an electronic mail address at which the shareholder has consented to receive notice; (3)&nbsp;if by a posting on an electronic network together with separate notice to the shareholder of such specific posting when such notice is directed to the
record address of the shareholder or to such other address at which the shareholder has consented to receive notice, upon the later of such posting or the giving of such separate notice; and (4)&nbsp;if by any other form of electronic transmission,
when consented to by the shareholder. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;8. <U>Record Date</U>. For the purpose of determining shareholders entitled to notice of or to vote
at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such date in any case to be not more than 70 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed for
the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notices of the meeting are mailed or the date on which the resolution of
the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the
original meeting. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;9. <U>Conduct of Meeting</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(a) The Chairman of the Board shall preside over all meetings of the shareholders. If he or she is not present, or if there is none in office, the Vice
Chairman of the Board shall preside. If the Chairman of the Board and the Vice Chairman of the Board are not present, the Chief Executive Officer shall preside. If the Chairman of the Board, the Vice Chairman of the Board and the Chief Executive
Officer are not present, the President shall preside. If the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer and the President are not present, a Vice President shall preside, or, if none be present, a chairman
shall be elected by the meeting. The Corporate Secretary shall act as secretary of the meeting, if he or she is present. If he or she is not present, the chairman shall appoint a secretary of the meeting. The chairman of the meeting, at his or her
discretion, may adjourn the meeting from time to time, whether or not there is a quorum, and may determine the date, time and place that a meeting so adjourned is to reconvene. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(b) The Board of Directors may adopt such rules, regulations and procedures for the conduct of any meeting of shareholders that it deems appropriate. Except
to the extent inconsistent with such rules, regulations and procedures adopted by the Board of Directors, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and
things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of an agenda or order of business, the dismissal of business not properly presented, the maintenance of order and safety,
limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof and the opening and closing of the voting polls. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;10. <U>Inspectors</U>. An appropriate number of inspectors for any meeting of shareholders may be appointed by the chairman of such meeting.
Inspectors so appointed, will receive and take charge of proxies and ballots, decide all questions as to the qualifications of voters, validity of proxies and ballots, and the number of votes properly cast, and perform such other duties as required
by law or requested by the chairman of the meeting. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;11. <U>Advance Notice of Nominations and Shareholder Business</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(a) <U>Annual Meetings of Shareholders</U>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(i) Nominations of
persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders only (A)&nbsp;pursuant to the Corporation&#146;s notice of meeting
(or any supplement thereto) given by or at the direction of the Board of Directors, (B)&nbsp;otherwise properly made at the annual meeting by or at the direction of the Board of Directors or (C)&nbsp;by any shareholder of the Corporation who
(1)&nbsp;was a shareholder of record of the Corporation at the time the notice provided for in this Section&nbsp;11 is delivered to the Corporate Secretary of the Corporation and at the time of the meeting, (2)&nbsp;is entitled to vote at the
meeting and (3)&nbsp;complies with the procedures set forth in this Section&nbsp;11. Clause (C)&nbsp;of the immediately preceding sentence shall be the exclusive means for a shareholder to make a nomination or propose business before an annual
meeting of shareholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(ii) For nominations or other business to be properly brought before an annual meeting by a shareholder pursuant to clause
(C)&nbsp;of paragraph (a)(i) of this Section&nbsp;11, the shareholder must have given timely notice thereof in writing to the Corporate Secretary of the Corporation and any such proposed business other than the nominations of persons for election to
the Board of Directors must constitute a proper matter for shareholder action. To be timely, a shareholder&#146;s notice must be delivered to the Corporate Secretary at the principal office of the Corporation not later than the close of business on
the ninetieth day nor earlier than the close of business on the one hundred twentieth day prior to the first anniversary of the preceding year&#146;s annual meeting; provided, however, that in the event that the date of the annual meeting is more
than 30 days before or more than 70 days after such anniversary date, notice by the shareholder must be so delivered not earlier than the close of business on the one hundred twentieth day prior to such annual meeting and not later than the close of
business on the later of the ninetieth day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public announcement of an
adjournment or postponement of an annual meeting commence a new time period, or extend any time period, for the giving of a shareholder&#146;s notice as described above. Such shareholder&#146;s notice shall set forth: (A)&nbsp;as to each person whom
the shareholder proposes to nominate for election as a director, (1)&nbsp;all information relating to such person that would be required to be disclosed in solicitations of proxies for election of directors in an election contest or otherwise
required pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;), regardless of the application of the Exchange Act to such nomination, (2)&nbsp;the information and agreement required under
paragraph (b)&nbsp;of Section&nbsp;3 of Article II, and (3)&nbsp;such person&#146;s written consent to being named in the proxy statement as a nominee and to serving as such a director if elected; (B)&nbsp;as to any other business that the
shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event
that such business includes a proposal to amend the Bylaws of the Corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such shareholder and of the
beneficial owner, if any, on whose behalf the proposal is made; and (C)&nbsp;as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (1)&nbsp;the name and address of such
shareholder, as they appear on the Corporation&#146;s books, and of such beneficial owner, (2)&nbsp;the class and number of shares of capital stock of the Corporation that are, directly or indirectly, owned beneficially and of record by such
shareholder and such beneficial owner as well as any derivative or synthetic instrument, convertible security, put, option, stock appreciation right, swap or similar contract, agreement, arrangement or understanding the value of or return on which
is based on or linked to the value of or return on any of shares of capital stock of the Corporation, (3)&nbsp;any proxy (other than a revocable proxy given in response to a solicitation statement filed pursuant to, and in accordance with,
Section&nbsp;14(a) of the Exchange Act), voting trust, voting agreement or similar contract, arrangement, agreement or understanding pursuant to which the shareholder or beneficial owner on whose behalf the nomination or proposal is being made has a
right to vote or direct the voting of any shares of the Corporation&#146;s capital stock, (4)&nbsp;a representation that the shareholder 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 business or nomination, and (5)&nbsp;a representation whether the shareholder or the beneficial owner, if any, intends or is part of a group that intends (a)&nbsp;to deliver a proxy statement and/or
form of proxy to holders of at least the percentage of the Corporation&#146;s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (b)&nbsp;otherwise to solicit proxies from shareholders in support of such
proposal or nomination. In addition, to be timely, a shareholder&#146;s notice shall further be updated and supplemented, if necessary, (1)&nbsp;as of the voting record date for the meeting and (2)&nbsp;as of the date that is 10 days prior to the
meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Corporate Secretary at the principal office of the Corporation. With respect to any proposal of business, the notice requirements of this
Section&nbsp;11(a)(ii) shall be deemed satisfied by a shareholder if the shareholder has notified the Corporation of his, her or its intention to present a proposal at an annual meeting in compliance with Rule
<FONT STYLE="white-space:nowrap">14a-8</FONT> (or any successor thereof) promulgated under the Exchange Act and such shareholder&#146;s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for
such annual meeting. 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. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(iii) Notwithstanding anything in the second sentence of paragraph (a)(ii) of this Section&nbsp;11 to the
contrary, in the event that the number of directors to be elected to the Board of Directors at an annual meeting is increased and there is no public announcement by the Corporation naming the nominees for the additional directorships at least 100
days prior to the first anniversary of the preceding year&#146;s annual meeting, a shareholder&#146;s notice required by this Section&nbsp;11 shall also be considered timely, but only with respect to nominees for the additional directorships, if it
shall be delivered to the Corporate Secretary at the principal office of the Corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the Corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(b) <U>Special Meetings of Shareholders</U>. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the
meeting pursuant to the Corporation&#146;s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of shareholders at which directors are to be elected pursuant to the Corporation&#146;s
notice of meeting (i)&nbsp;by or at the direction of the Board of Directors or (ii)&nbsp;by any shareholder of the Corporation who is a shareholder of record at the time the notice provided for in this Section&nbsp;11 is delivered to the Corporate
Secretary of the Corporation, who is entitled to vote at the meeting and upon such election and who complies with the notice procedures set forth in this Section&nbsp;11. In the event a special meeting of shareholders is called pursuant to these
Bylaws for the purpose of electing one or more directors to the Board of Directors, any such shareholder entitled to vote in such election of directors may nominate a person or persons, as the case may be, for election to such position(s) as
specified in the Corporation&#146;s notice of meeting, if the shareholder&#146;s notice required by paragraph (a)(ii) of this Section&nbsp;11 is delivered to the Corporate Secretary at the principal office of the Corporation not earlier than the
close of business on the one hundred twentieth day prior to such special meeting, and not later than the close of business on the later of the ninetieth day prior to such special meeting or the tenth day following the day on which public
announcement is first made of the date of the special meeting and of the nominees proposed to be elected at such meeting, if any. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time
period, or extend any time period, for giving of a shareholder&#146;s notice as described above. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(c) <U>General</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(i) Only such persons who are nominated in accordance with the procedures set forth in this Section&nbsp;11 shall be eligible at an annual or special meeting
of shareholders of the Corporation to serve as directors and only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section&nbsp;11. Except
as otherwise provided by law, the chairman of the meeting shall have the power and duty (A)&nbsp;to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with
the procedures set forth in this Section&nbsp;11 (including whether the shareholder or beneficial owner, if any, on whose behalf the nomination or proposal is made or solicited (or is part of a group which solicited) or did not so solicit, as the
case may be, proxies in support of such shareholder&#146;s nominee or proposal in compliance with such shareholder&#146;s representation as required by clause (a)(ii)(C) of this Section&nbsp;11) and (B)&nbsp;to declare that such nomination shall be
disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section&nbsp;11, if the shareholder (or a duly authorized proxy of the shareholder) does not appear at the annual or special meeting
of shareholders of the Corporation to present a nomination or business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the
Corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(ii) For purposes of this Section&nbsp;11, &#147;public announcement&#148; shall include disclosure in a press release reported by the Dow
Jones News Service, Associated Press or comparable national 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; font-size:10pt; font-family:Times New Roman">(iii) Notwithstanding the foregoing provisions of this Section&nbsp;11, a shareholder shall also comply with all applicable requirements of the Exchange Act
and the rules and regulations thereunder with respect to the matters set forth in this Section&nbsp;11. Nothing in this Section&nbsp;11 shall be deemed to affect any rights (A)&nbsp;of shareholders 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 or (B)&nbsp;of the holders of any class or series of preferred stock to elect directors pursuant to any applicable provisions of
the Articles of Incorporation. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(d) <U>Proxy Access for Director Nominations</U>. The Corporation shall include in its proxy statement for any
annual meeting of shareholders the name, together with the Required Information (as defined below), of any person nominated for election to the Board of Directors (a &#147;Shareholder Nominee&#148;) identified in a timely notice (the
&#147;Notice&#148;) that satisfies this Section&nbsp;11 delivered to the principal executive office of the Corporation, addressed to the Corporate Secretary, by one or more shareholders who at the time the request is delivered satisfy the ownership
and other requirements of both subsections (a)&nbsp;and (d) of this Section&nbsp;11 (such shareholder or shareholders, and any Associated Person (as defined below) of such shareholder or shareholders, the &#147;Eligible Shareholder&#148;), and who
expressly elects to have its nominee included in the Corporation&#146;s proxy materials pursuant to this subsection (d). To be timely, the Notice must be received by the Corporate Secretary not less than one hundred twenty (120)&nbsp;calendar days
prior to the anniversary date of the immediately preceding mailing date for the notice of annual meeting of shareholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(i) For purposes of this
subsection (d), the &#147;Required Information&#148; that the Corporation will include in its proxy statement is (A)&nbsp;the information concerning the Shareholder Nominee and the Eligible Shareholder that, as determined by the Corporation, is
required to be disclosed in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, and (B)&nbsp;if the Eligible Shareholder so elects, a Statement (as defined below). For purposes of this subsection (d),
&#147;Associated Person&#148; means any affiliate, associate of, or any other party acting in concert with or on behalf of, (A)&nbsp;a shareholder nominating a Shareholder Nominee or (B)&nbsp;any beneficial owner on whose behalf the shareholder is
acting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(ii) The Corporation shall not be required to include a Shareholder Nominee in its proxy materials for any special meeting of shareholders or for
any annual meeting of shareholders for which (A)&nbsp;the Corporate Secretary of the Corporation receives a notice that the Eligible Shareholder has nominated a person for election to the Board of Directors pursuant to the notice requirements set
forth in subsection (a)&nbsp;of this Section&nbsp;11 and (B)&nbsp;the Eligible Shareholder does not expressly elect as part of providing the notice to have its nominee included in the Corporation&#146;s proxy materials pursuant to this subsection
(d). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(iii) The number of Shareholder Nominees (including any Shareholder Nominees elected to the Board of Directors at either of the two preceding annual
meetings who are standing for reelection and any Shareholder Nominees that were submitted by an Eligible Shareholder for inclusion in the Corporation&#146;s proxy materials pursuant to this subsection (d)&nbsp;but either are subsequently withdrawn
or that the Board of Directors or any committee designated by the Board of Directors decides to nominate for election to the Board of Directors (a &#147;Board Nominee&#148;)) appearing in the Corporation&#146;s proxy materials with respect to a
meeting of shareholders shall not exceed the greater of (A)&nbsp;two Shareholder Nominees and (B) 20% of the number of directors in office as of the last day on the Notice may be delivered, or if such amount is not a whole number, the closest whole
number below 20%. In the event that the number of Shareholder Nominees submitted by Eligible Shareholders pursuant to this subsection (d)&nbsp;exceeds this maximum number, each Eligible Shareholder shall select one Shareholder Nominee for inclusion
in the Corporation&#146;s proxy materials until the maximum number is reached, going in the order of the amount (largest to smallest) of shares of the Corporation&#146;s stock eligible to vote in the election of directors each Eligible Shareholder
disclosed as owned in the written notice of the nomination submitted to the Corporation. If the maximum number is not reached after each Eligible Shareholder has selected one Shareholder Nominee, this selection process shall continue as many times
as necessary, following the same order each time, until the maximum number is reached. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(iv) An Eligible Shareholder must have owned (as defined below) 3% or more of the outstanding shares of the
Corporation&#146;s stock eligible to vote in the election of directors continuously for at least three years (the &#147;Required Shares&#148;) as of both the date the Notice is delivered to the Corporation and the record date for determining
shareholders entitled to vote at the meeting and must continue to own the Required Shares through the meeting date. For purposes of satisfying the foregoing ownership requirement under this subsection (d), (A) the shares of stock of the Corporation
owned by one or more shareholders, or by the person or persons who own shares of the Corporation&#146;s stock and on whose behalf any shareholder is acting, may be aggregated, provided that the number of shareholders and other persons whose
ownership of shares is aggregated for such purpose shall not exceed 20, and further provided that the group of shareholders shall have provided to the Corporate Secretary of the Corporation as a part of providing the Notice a written agreement
executed by each of its members designating one of the members as the exclusive member to interact with the Corporation for purposes of this Section&nbsp;11 on behalf of all members, and (B)&nbsp;a group of funds under common management and
investment control shall be treated as one shareholder or person for this purpose. Within the time period specified for providing the Notice, an Eligible Shareholder must provide the following information in writing to the Corporate Secretary of the
Corporation (in addition to the information required to be provided by subsection (a)&nbsp;of this Section&nbsp;11): (A) 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 requisite three-year holding period) verifying that, as of a date within seven calendar days prior to the date the Notice is delivered to or mailed and received by the Corporation, the Eligible Shareholder owns, and has
owned continuously for the preceding three years, the Required Shares, and the Eligible Shareholder&#146;s agreement to provide, within five business days after the record date for the meeting, written statements from the record holder and
intermediaries verifying the Eligible Shareholder&#146;s continuous ownership of the Required Shares through the record date, (B)&nbsp;the written consent of each Shareholder Nominee to be named in the proxy statement as a nominee and to serve as a
director if elected, (C)&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, (D)&nbsp;a representation that the
Eligible Shareholder (1)&nbsp;acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control of the Corporation, and does not presently have such intent, (2)&nbsp;has not nominated and will not
nominate for election to the Board of Directors at the meeting any person other than the Shareholder Nominee(s) being nominated pursuant to this subsection (d), (3) 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 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 meeting
other than its Shareholder Nominee(s) or a Board Nominee, (4)&nbsp;will not distribute to any shareholder any form of proxy for the meeting other than the form distributed by the Corporation, (5)&nbsp;intends to continue to own the Required Shares
through the date of the meeting, and (6)&nbsp;will provide facts, statements and other information in all communications with the Corporation and its shareholders 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, (E)&nbsp;an undertaking that the Eligible Shareholder agrees to (1)&nbsp;assume all liability
stemming from any legal or regulatory violation arising out of the Eligible Shareholder&#146;s communications with the Corporation&#146;s shareholders or out of the information that the Eligible Shareholder provided to the Corporation,
(2)&nbsp;indemnify and hold harmless the Corporation and each of its directors, officers and employees individually against any liability, loss or damages 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 Shareholder pursuant to this subsection (d), (3) file with the Securities and Exchange
Commission all soliciting and other materials as required under subdivision (x)&nbsp;of this subsection (d), and (4)&nbsp;comply with all other applicable laws, rules, regulations and listing standards with respect to any solicitation in connection
with the meeting, and (F)&nbsp;if the Eligible Shareholder did not submit the name(s) of the Shareholder Nominee(s) to the Governance Committee of the Board of Directors for consideration as Board Nominee(s), a brief explanation why the Eligible
Shareholder elected not to do so. The inspectors of elections shall not give effect to the Eligible Shareholder&#146;s votes with respect to the election of directors if the Eligible Shareholder does not comply with each of the representations in
clause (D)&nbsp;above. </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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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(v) For purposes of this subsection (d), an Eligible Shareholder shall be deemed to &#147;own&#148; only those
outstanding shares of the Corporation&#146;s stock as to which a shareholder who is the Eligible Shareholder or is included in the group that constitutes the Eligible Shareholder possesses both (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 and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (A)&nbsp;and (B) shall not include
any shares (1)&nbsp;sold by or on behalf of such shareholder in any transaction that has not been settled or closed, (2)&nbsp;borrowed by or on behalf of such shareholder for any purpose or purchased by such shareholder pursuant to an agreement to
resell or (3)&nbsp;subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by or on behalf of such shareholder whether any such instrument or agreement is to be settled with shares
or with cash based on the notional amount or value of outstanding shares of the Corporation&#146;s stock, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (x)&nbsp;reducing in any manner, to any
extent or at any time in the future, such shareholder&#146;s full right to vote or direct the voting of any such shares, and/or (y)&nbsp;hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such
shares by such shareholder. A shareholder shall &#147;own&#148; shares held in the name of a nominee or other intermediary so long as the shareholder retains the right to instruct how the shares are voted with respect to the election of directors
and possesses the full economic interest in the shares. A shareholder&#146;s ownership of shares shall be deemed to continue during (A)&nbsp;any period in which the shareholder has delegated any voting power by means of a proxy, power of attorney or
other instrument or arrangement that is revocable at any time by the shareholder, or (B)&nbsp;has loaned such shares, provided that the person has the power to recall such loaned shares on not more than three business days&#146; notice. Whether
outstanding shares of the Corporation&#146;s stock are &#147;owned&#148; for these purposes shall be determined by the Board of Directors, which determination shall be conclusive and binding on the Corporation and its shareholders. </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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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(vi) The Eligible Shareholder may provide to the Corporate Secretary of the Corporation, within the time period
specified for providing the Notice, a written statement for inclusion in the Corporation&#146;s proxy statement for the meeting, not to exceed 500 words, in support of the Shareholder Nominee&#146;s candidacy (the &#147;Statement&#148;).
Notwithstanding anything to the contrary contained in this Section&nbsp;11, the Corporation may omit from its proxy materials any information or statement that it believes would violate any applicable law, rule, regulation or listing standard. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(vii) The Corporation shall not be required to include, pursuant to this subsection (d), a Shareholder Nominee in its proxy materials (A)&nbsp;for any meeting
for which the Corporate Secretary of the Corporation receives a notice that the Eligible Shareholder or any other shareholder has nominated a Shareholder Nominee for election to the Board of Directors pursuant to the requirements of subsection
(a)&nbsp;of this Section&nbsp;11 and does not expressly elect at the time of providing the notice to have its nominee included in the Corporation&#146;s proxy materials pursuant to this subsection (d), (B) if the Eligible Shareholder who has
nominated such Shareholder 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 meeting other than its Shareholder Nominee(s) or a Board Nominee, (C)&nbsp;who is not independent under the listing standards of the principal exchange upon
which the Corporation&#146;s stock is traded, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the Corporation&#146;s
directors, as determined by the Board of Directors, (D)&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 Corporation&#146;s
Articles of Incorporation, the listing standards of the principal exchange upon which the Corporation&#146;s stock is traded, or any applicable state or federal law, rule or regulation, (E)&nbsp;who is or has been, within the past three years, an
officer or director of a competitor, as defined in Section&nbsp;8 of the Clayton Antitrust Act of 1914, (F) 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 10 years, (G)&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, (H)&nbsp;if such Shareholder Nominee or the
applicable Eligible Shareholder shall have provided information to the Corporation in respect to such nomination that was untrue 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 (I)&nbsp;if the Eligible Shareholder or applicable Shareholder Nominee otherwise breaches any of its or their obligations, agreements or
representations under this Section&nbsp;11. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(viii) Notwithstanding anything to the contrary set forth herein, the chairman of at the meeting shall
declare a nomination by an Eligible Shareholder to be invalid, and such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been received by the Corporation, if the Shareholder Nominee(s) and/or the
applicable Eligible Shareholder shall have breached its or their obligations, agreements or representations under this Section&nbsp;11, as determined by the Board of Directors or the chairman of the meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(ix) In addition to the information required to be provided by the Eligible Shareholder by subsections (a)&nbsp;and (d) of this Section&nbsp;11, each
Shareholder Nominee and each Board Nominee shall provide to the Corporate Secretary of the Corporation, within two weeks of receipt of the Corporate Secretary&#146;s written request therefore, the following information: (A)&nbsp;a completed copy of
the Corporation&#146;s form of director&#146;s questionnaire and a written consent of the Shareholder Nominee or the Board Nominee to the Corporation following such processes for evaluation of such Nominee as the Corporation follows in evaluating
any other potential Board Nominee, as provided by the Corporate Secretary; (B)&nbsp;the Shareholder Nominee&#146;s or the Board Nominee&#146;s agreement to comply with the Corporation&#146;s corporate governance, conflict of interest,
confidentiality, share ownership and share trading policies, as provided by the Corporate Secretary; (C)&nbsp;written confirmation that the Shareholder Nominee or the Board Nominee (1)&nbsp;does not have, and will not have, any agreement or
understanding as to how he or she will vote on any matter and (2)&nbsp;is not a party to, and will not become a party to, any outside compensation arrangement relating to service as a director of the Corporation that has not been disclosed to the
Corporate Secretary of the Corporation; and (D)&nbsp;written disclosure of any transactions between the Eligible Shareholder and the Shareholder Nominee or the Board Nominee within the preceding five years. </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">(x) The Eligible Shareholder shall file with the Securities and Exchange Commission any solicitation or other
communication with the Corporation&#146;s shareholders relating to the meeting at which the Shareholder Nominee will be nominated, regardless of whether any such filing is required under Regulation 14A of the Exchange Act, or whether any exemption
from filing is available for such solicitation or other communication under Regulation 14A of the Exchange Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(xi) No person may be a member of more
than one group of persons constituting an Eligible Shareholder under this subsection (d). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(xii) Any Shareholder Nominee who is included in the
Corporation&#146;s proxy materials for a particular meeting of shareholders but either (A)&nbsp;withdraws from or becomes ineligible or unavailable for election at the meeting, or (B)&nbsp;does not receive at least 25% of the votes cast in favor of
the Shareholder Nominee&#146;s election, shall be ineligible to be a Shareholder Nominee pursuant to this subsection (d)&nbsp;for the next two annual meetings of shareholders following the meeting for which the Shareholder Nominee has been nominated
for election. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>ARTICLE II</U> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Board of Directors </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;1.
<U>General Powers</U>. The property, affairs and business of the Corporation shall be managed under the direction of the Board of Directors, and, except as otherwise expressly provided by law, the Articles of Incorporation or these Bylaws, all of
the powers of the Corporation shall be vested in such Board. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;2. <U>Chairman of the Board; Vice Chairman of the Board</U>. There shall be a
Chairman of the Board and a Vice Chairman of the Board, who shall each be chosen by the Board from among the directors. The Chairman of the Board and the Vice Chairman of the Board shall have the respective powers and duties set forth below, and
shall also have such other powers and duties as from time to time may be conferred by the Board. </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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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(a) <U>Chairman</U>. The Chairman of the Board shall preside at all meetings of the shareholders and of the Board
of Directors. The Chairman of the Board shall, in consultation with the Vice Chairman of the Board, determine the agenda, schedule and meeting materials for meetings of the Board of Directors; guide discussions of the Board of Directors and
facilitate discussions between the Board of Directors and management; and interact with analysts, investors, employees and other key constituents. The Chairman of the Board shall keep the Vice Chairman of the Board informed, and shall consult with
the Vice Chairman of the Board, as to material internal and external discussions the Chairman of the Board has, and material developments the Chairman of the Board learns, about the Company and the Board of Directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(b) <U>Vice Chairman</U>. The Vice Chairman of the Board shall consult with, advise and assist the Chairman of the Board in the performance of the duties of
the Chairman of the Board. The Vice Chairman of the Board shall provide input on the agenda, schedules and meeting materials for meetings of the Board of Directors; assist in guiding board discussions and facilitating communication between the Board
of Directors and management; and interact with analysts, investors, employees and other key constituents. The Vice Chairman of the Board shall perform the duties of the Chairman of the Board in the absence or at the request of the Chairman of the
Board. The Vice Chairman of the Board shall keep the Chairman of the Board informed, and shall consult with the Chairman of the Board, as to material internal and external discussions the Vice Chairman of the Board has, and material developments the
Vice Chairman of the Board learns, about the Company and the Board of Directors. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;3. <U>Number and Election</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(a) <U>Number and Qualifications</U>. The number of Directors shall be fixed from time to time by the Board of Directors. No person shall be eligible for
election as a Director, nor shall any Director be eligible for reelection, if he or she shall have reached the age of 75 years at the time of such election or reelection, except that (i)&nbsp;the Board, in its sole discretion, may waive such
ineligibility for a period not to exceed one year and (ii)&nbsp;a Director shall be eligible for reelection, even if he or she shall have reached the age of 75 years at the time of such reelection, if the reelection will not result in such Director
serving more than five consecutive terms. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(b) <U>Qualifications</U>. Each Director and nominee for election as a Director of the Corporation must deliver
to the Corporate Secretary of the Corporation at the principal office of the Corporation a written questionnaire with respect to the background and qualifications of such person (which questionnaire shall be provided by the Corporate Secretary of
the Corporation upon written request and approved from time to time by the Board or Governance Committee) and a written representation and agreement (in the form provided by the Corporate Secretary of the Corporation upon written request) (the
&#147;Agreement&#148;), which Agreement (i)&nbsp;shall provide that such person (A)&nbsp;is not and will not become a party to (1)&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 such person is at the time a Director or is subsequently 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 (2)&nbsp;any Voting Commitment that could limit or interfere with such person&#146;s ability to comply, if such person is at the time a Director or is subsequently elected as a Director of the Corporation, with such person&#146;s
duties as a Director under applicable law, (B)&nbsp;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, and (C)&nbsp;would be in compliance, if elected as a Director of the Corporation, and will, if such person is at the time a
Director or is subsequently elected as a Director of the Corporation, comply with all applicable corporate governance, conflict of interest, confidentiality and securities ownership and trading policies and guidelines of the Corporation (copies of
which shall be provided by the Corporate Secretary of the Corporation upon written request) and (ii)&nbsp;if such person is at the time a Director or is subsequently elected as a Director of the Corporation, shall include such person&#146;s
irrevocable resignation as a Director if such person is found by a court of competent jurisdiction to have breached the Agreement in any material respect. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(c) <U>Election of Directors</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(i) The Board of Directors shall be elected at the annual meeting of the shareholders or at any special meeting held in lieu thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(ii) Except as provided in the following clause (c)(iii), each Director shall be elected by a vote of the majority of the votes cast with respect to that
Director nominee&#146;s election at a meeting for the election of Directors at which a quorum is present. For purposes of this clause (c)(ii), a majority of the votes cast means that the number of shares voted &#147;for&#148; a Director must exceed
the number of shares voted &#147;against&#148; that Director. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(iii) In lieu of clause (c)(ii) of this Section&nbsp;3, this clause shall apply to any
election of Directors if there are more nominees for election than the number of Directors to be elected, one or more of whom are properly proposed by shareholders. A nominee for Director in an election to which this clause applies shall be elected
by a plurality of the votes cast in such election. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;4. <U>Quorum</U>. A majority of the Directors shall constitute a quorum. Less than a
quorum may adjourn the meeting to a fixed time and place, no further notice of any adjourned meeting being required. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;5. <U>Removal and
Vacancies</U>. The shareholders at any meeting called for such purpose, by a vote of the holders of a majority of all the shares of capital stock at the time outstanding and having voting power, may remove any Director, with or without cause, and
fill any vacancy. Vacancies arising among the Directors, including a vacancy resulting from an increase by the Board of Directors in the number of directors may be filled by the remaining Directors, though less than a quorum of the Board, unless
sooner filled by the shareholders. The term of office of any Director so elected by the Board of Directors shall expire at the next shareholders&#146; meeting at which Directors are elected. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;6. <U>Meetings and Notices</U>.&nbsp;&nbsp;&nbsp;&nbsp;(a) Regular meetings of the Board of Directors shall be held on such dates, at such places
and at such times as the Board of Directors may from time to time designate. Special meetings of the Board of Directors may be held at any place and at any time upon the call of the Chairman of the Board, of the Vice Chairman of the Board or of any
three members of the Board of Directors. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(b) Notice of any meetings shall be given by mailing or delivering such notice to each Director at the
Director&#146;s residence or business address or by telephone or electronic transmission as set forth in this Section&nbsp;6(b) not less than 24 hours before the meeting. Notice of the date, time, place or purpose of a regular or special meeting of
the Board of Directors may be given by a form of electronic transmission consented to by the Director to whom the notice is given. Any such consent of a Director shall be revocable by the Director by written notice to the Corporation. Any such
consent shall be deemed revoked if (i)&nbsp;the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent and (ii)&nbsp;such inability becomes known to the Corporate
Secretary or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given by electronic transmission shall be
deemed given: (a)&nbsp;if by facsimile telecommunication, when directed to a number at which the Director has consented to receive notice; (b)&nbsp;if by electronic mail, when directed to an electronic mail address at which the Director has
consented to receive notice; (c)&nbsp;if by a posting on an electronic network together with separate notice to the Director of such specific posting when such notice is directed to an address at which the Director has consented to receive notice,
upon the later of such posting or the giving of such separate notice; and (d)&nbsp;if by any other form of electronic transmission, when consented to by the Director. Any notice shall state the time and place of the meeting. Meetings may be held
without notice if all of the Directors are present or those not present waive notice before or after the meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(c) Any action required to be taken at
a meeting of the Board may be taken without a meeting if a consent in writing setting forth the action to be taken, shall be signed by all the Directors in counterpart or otherwise and filed with the Corporate Secretary. Such consent shall have the
same force and effect as a unanimous vote. For purposes of this Section&nbsp;6(c), such written consent and the signing thereof may be accomplished by one or more electronic transmissions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(d) Any action required to be taken at a meeting of the Board may be taken by means of a conference telephone or similar communications equipment whereby all
persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;7. <U>Compensation</U>. By resolution of the Board, Directors may be compensated for services as Directors. Nothing herein shall preclude
Directors from serving the Corporation in other capacities and receiving compensation for such other services. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>ARTICLE III</U>
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Committees </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;1.
<U>Executive Committee</U>. The Board of Directors may designate an Executive Committee for the purpose of acting on behalf of the full Board of Directors between regularly scheduled meetings of the Board of Directors, when time is of the essence.
The Chief Executive Officer shall be the Chairman of the Executive Committee, which shall consist of three or more Directors, including the Chairman of the Board and the Vice Chairman of the Board. The Executive Committee shall have and may exercise
all the authority of the Board of Directors, except as may be prohibited by <FONT STYLE="white-space:nowrap">Section&nbsp;13.1-689</FONT> of the Virginia Stock Corporation Act, as it may from time to time be amended. The Executive Committee shall
keep a full and accurate record of its proceedings at each meeting and report the same at the next meeting of the Board. In the absence of the Chairman of the Executive Committee, an acting chairman shall be designated by the Executive Committee to
preside at such meeting. </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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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;2. <U>Compensation Committee</U>. The Board of Directors, at its regular annual meeting, shall
designate a Compensation Committee, which shall consist of three or more Directors each of whom shall satisfy the independence requirements of the NASDAQ Stock Market (&#147;NASDAQ&#148;) and the Securities and Exchange Commission (&#147;SEC&#148;)
as then in effect and applicable to the Corporation. The responsibilities of the Compensation Committee shall be set forth in the Committee&#146;s Charter as approved by the Board of Directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">The Compensation Committee shall fix its own rules of procedure. The Committee shall keep minutes of its meetings, and all action taken by it
shall be reported to the Board of Directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;3. <U>Audit Committee</U>. The Board of Directors, at its regular annual meeting, shall
designate an Audit Committee, which shall consist of three or more Directors each of whom shall satisfy the independence requirements of NASDAQ and the SEC, as then in effect and applicable to the Corporation. The responsibilities of the Audit
Committee shall be set forth in the Committee&#146;s Charter as approved by the Board of Directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">The Committee shall fix its own rules
of procedure. The Committee shall keep minutes of all of its meetings and all action taken by it shall be reported to the Board of Directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;4. <U>Governance Committee</U>. The Board of Directors, at its regular annual meeting, shall designate a Governance Committee, which shall
consist of three or more Directors each of whom shall satisfy the independence requirements of NASDAQ and the SEC, as then in effect and applicable to the Corporation. The responsibilities of the Governance Committee shall be set forth in the
Committee&#146;s Charter as approved by the Board of Directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">The Committee shall fix its own rules of procedure. The Committee shall
keep minutes of all of its meetings and all action taken by it shall be reported to the Board of Directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;5. <U>Other Committees</U>. The
Board of Directors may establish such other committees as it deems appropriate, each committee consisting of at least two Directors whose designation and terms of office shall be by resolution of the Board. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;6. <U>Committee Meetings</U>. Meetings of a committee may be called at any time by the chairman of such committee or by a majority of the members
of such committee. Notice of any meeting shall be given in the manner provided by Section&nbsp;6 of Article II. Meetings may be held without notice if all of the members of the committee are present or those not present waive notice before or after
the meeting. Action may be taken by a committee without a meeting or at a meeting established by means of conference telephone or similar communications equipment in the manner provided by Section&nbsp;6 of Article II. </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">SECTION&nbsp;7. <U>Quorum</U>. A majority of the members of any committee shall constitute a quorum for the
transaction of business, and the affirmative vote of the majority of those present shall be necessary for any action by a committee. In the absence of the chairman of a committee, the acting chairman shall be designated by the remaining members of
the committee to preside at such meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;8. <U>Term of Office</U>. Members of any committee shall be designated as above provided and shall
hold office until their successors are designated by the Board of Directors or until such committee is dissolved by the Board of Directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;9. <U>Resignation and Removal</U>. Any member of a committee may resign at any time by giving written notice of his intention to do so to the
Chairman of the Board or the Corporate Secretary, or may be removed, with or without cause, at any time by the Board of Directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;10.
<U>Vacancies</U>. Any vacancy occurring in a committee resulting from any cause whatever shall be filled by a majority of the number of Directors fixed by these Bylaws. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>ARTICLE IV</U> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Officers </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;1. <U>Elected
Officers</U>. The elected officers of the Corporation shall be a Chief Executive Officer, a President, one or more Vice Presidents, a Corporate Secretary, a Treasurer, and such other officers (including, without limitation, a Chief Financial Officer
and a Chief Legal Officer) as the Board of Directors from time to time may deem proper. All officers elected by the Board shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of
this Article IV. Such officers shall also have such powers and duties as from time to time may be conferred by the Board or by any committee thereof or the Chief Executive Officer. The Board may from time to time elect, or the Chief Executive
Officer may appoint, such other officers (including, without limitation, one or more Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, and Assistant Controllers) and such agents, as may be necessary or desirable for the conduct
of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in these Bylaws or as may be prescribed by the Board or such committee or by the Chief
Executive Officer, as the case may be. Any person may be elected to more than one office. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;2. <U>Election and Term of Office</U>. The elected
officers of the Corporation shall be elected annually by the Board of Directors at the regular meeting of the Board of Directors held after the annual meeting of the shareholders. Each officer shall hold office until his or her successor shall have
been duly elected and shall have qualified, but any officer may be removed from office with or without cause at any time by the Board of Directors or, except in the case of any officer or agent elected by the Board, by the Chief Executive Officer.
Such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create contract rights. </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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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;3. <U>Duties</U>. The officers of the Corporation shall have such duties as generally pertain to
their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors, a committee of the Board or the Chief Executive Officer. The
Chief Executive Officer, the President, any Vice President and the Treasurer may sign and execute in the name of the Corporation representations, securities, deeds, mortgages, leases, licenses, releases, bonds, powers of attorney, contracts or other
instruments, and any officer may sign and execute in the name of the Corporation such instruments as are incidental to such officer&#146;s duties in the ordinary course of business, except in either case where the signing and the execution thereof
shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. The Board of Directors may require any officer to give such
bond for the faithful performance of his or her duties as the Board may see fit. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;4. <U>Chief Executive Officer</U>. Subject to the direction
and control of the Board of Directors, the Chief Executive Officer shall be responsible for the general management and control of the business and affairs of the Corporation<B>, </B>shall be primarily responsible for the implementation of the
policies of the Board of Directors and shall have such authority and perform such duties as are commonly incident to his or her office and all such other duties as are properly required of him or her by the Board of Directors or as are provided
elsewhere in these Bylaws. He or she shall make reports to the Board of Directors and the shareholders from time to time, and shall see that all orders and resolutions of the Board of Directors and of any committee thereof are carried into effect.
The Chief Executive Officer may hire, appoint and discharge such employees and agents of the Corporation as he or she shall deem necessary for the proper management of the business and affairs of the Corporation and may fix the compensation of such
employees and agents, other than himself/herself and senior executives. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;5. <U>President</U>. The President shall have such authority and
perform such duties as are commonly incident to his or her office and all such other duties as are properly required of him or her by the Board of Directors or the Chief Executive Officer or as are provided elsewhere in these Bylaws, and shall
assist the Chief Executive Officer in the administration and operation of the Corporation&#146;s business and general supervision of its policies and affairs. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;6. <U>Vice Presidents</U>. Each Vice President shall have such powers and shall perform such duties as shall be assigned to him or her by the
Chief Executive Officer, or the Board of Directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;7. <U>Treasurer</U>. The Treasurer shall exercise general supervision over the receipt,
custody and disbursement of corporate funds. The Treasurer shall be responsible for the performance of all duties incident to the office of Treasurer. The Treasurer shall have such further powers and duties and shall be subject to such directions as
may be granted or imposed upon him or her from time to time by the Board of Directors, the Chief Executive Officer or the Chief Financial Officer (if any). </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">SECTION&nbsp;8. <U>Corporate Secretary</U>. The Corporate Secretary shall attend all meetings of the
shareholders, the Board of Directors, and the Executive Committee and record their proceedings in permanent books kept for that purpose<B>, </B>unless a temporary secretary be appointed. When requested, the Corporate Secretary shall also act as
secretary of the meetings of the other Committees of the Board. He or she shall give, or cause to be given, due notice as required of all meetings of the shareholders, Directors, the Executive Committee and the other Committees of the Board, and all
other notices as required by law or by these Bylaws<B>. </B>He or she shall keep or cause to be kept at a place or places required by law a record of the shareholders of the Corporation, giving the names and addresses of all shareholders and the
number, class, and series of the shares held by each. He or she shall be custodian of the seal of the Corporation, and of all records, contracts, leases, and other papers and documents of the Corporation, unless otherwise directed by the Board of
Directors, and shall in general perform all the duties incident to the office of Secretary and such other duties as may be assigned to him or her by the Board of Directors or the Chief Executive Officer. The Corporate Secretary shall have the power
to affix or cause to be affixed the seal of the Corporation to all instruments, the execution of which is authorized by these Bylaws or by the Board of Directors, and to sign with another authorized officer certificates for shares of the
Corporation, the issuance of which is authorized by these Bylaws or by the Board of Directors. In case of the Corporate Secretary&#146;s absence or incapacity, the Board of Directors or the Chief Executive Officer may designate an Assistant
Secretary or other appropriate officer to perform the duties of the Secretary. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;9. <U>Voting Securities of Other Corporations</U>. Unless
otherwise provided by the Board of Directors, the Chief Executive Officer, in the name and on behalf of the Corporation, may appoint from time to time himself or herself or any other person proxy, attorney or agent for the Corporation to cast the
votes which the Corporation may be entitled to cast as a shareholder, member or otherwise in any other corporation, partnership or other legal entity, domestic or foreign, whose stock, interests or other securities are held by the Corporation, or to
consent in writing to any action by such other entity, or to exercise any or all other powers of this Corporation as the holder of the stock, interests or other securities of such other entity. The Chief Executive Officer may instruct the person so
appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of the Corporation and under its corporate seal such written proxies, consents, waivers or other instruments as may be deemed
necessary or proper. The Chief Executive Officer may attend any meeting of the holders of stock, interests or other securities of any such other entity and vote or exercise any and all other powers of this Corporation as the holder of the stock,
interest or other securities of such other entity. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;10. <U>Contracts and Expenditures</U>. Except as otherwise directed by the Board of
Directors, expenditures chargeable to operating expenses, including without limitation contracts for work, labor and services and materials and supplies, may be made by or under the direction of the head of the department or office of the
Corporation in which they are required, without explicit or further authority from the Board of Directors, subject to direction, restriction or prohibition by the Chief Executive Officer. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;11. <U>Removal</U>. Any officer elected, or agent appointed, by the Board of Directors may be removed by the Board of Directors at any time, with
or without cause. Any officer or agent appointed by the Chief Executive Officer may be removed by him or her at any time, with or without cause. No elected officer shall have any contractual rights against the Corporation for compensation by virtue
of such election beyond the date of the election of his or her successor, his or her death, his or her resignation or his or her removal, whichever event shall first occur, except as otherwise provided in an employment contract or under an employee
deferred compensation plan. </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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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;12. <U>Vacancies</U>. A newly created elected office and a vacancy in any elected office because of
death, resignation or removal may be filled by the Board of Directors or the Chief Executive Officer for the unexpired portion of the term; <U>provided</U> that any vacancy in an office appointed by the Chief Executive Officer because of death,
resignation, or removal may be filled by the Chief Executive Officer. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>ARTICLE V</U> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Depositaries </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">The money
and negotiable instruments of the Corporation shall be kept in such bank or banks as the Treasurer or Chief Financial Officer shall from time to time direct or approve. All checks and other instruments for the disbursement of funds shall be executed
manually or by facsimile by such officers or agents of the Corporation as may be authorized by the Board of Directors. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>ARTICLE
VI</U> </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Seal </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">The
seal of the Corporation, of which there may be any number of counterparts, shall be circular in form and shall have inscribed thereon the name of the Corporation, the year of its organization and the words, &#147;Corporate Seal Virginia.&#148; The
Board may also authorize to be used, as the seal of the Corporation, any facsimile thereof. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>ARTICLE VII</U> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Fiscal Year </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">The fiscal
year of the Corporation shall commence on the first day of January each year and shall terminate in each case on December&nbsp;31 (other than the 2017 transition year, which began on December&nbsp;31, 2016 and ends on December&nbsp;31, 2017). </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"><B><U>ARTICLE VIII</U> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Amendments to Bylaws </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(a) Except as
specified in clause (b)&nbsp;below, these Bylaws may be amended or repealed at any regular or special meeting of the Board of Directors by the vote of at least <FONT STYLE="white-space:nowrap">two-thirds</FONT> of the Directors then in office. These
Bylaws may also be repealed or changed, and new Bylaws made, by the shareholders, provided notice of the proposal to take such action shall have been given in the notice of the meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(b) Article I, Sections 2 and 11(b) of these Bylaws, and this clause (b), may only be amended or repealed with the approval of the shareholders. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>ARTICLE IX</U> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Control Share Acquisitions </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">Article 14.1 of the Virginia Stock Corporation Act (&#147;Control Share Acquisitions&#148;) shall not apply to acquisitions of shares of stock
of the Corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">* * * * * * * * * * </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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