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<SEC-DOCUMENT>0000950137-07-007336.txt : 20070511
<SEC-HEADER>0000950137-07-007336.hdr.sgml : 20070511
<ACCEPTANCE-DATETIME>20070511170545
ACCESSION NUMBER:		0000950137-07-007336
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20070511
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Other Events
FILED AS OF DATE:		20070511
DATE AS OF CHANGE:		20070511

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GATX CORP
		CENTRAL INDEX KEY:			0000040211
		STANDARD INDUSTRIAL CLASSIFICATION:	TRANSPORTATION SERVICES [4700]
		IRS NUMBER:				361124040
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-02328
		FILM NUMBER:		07843152

	BUSINESS ADDRESS:	
		STREET 1:		500 W MONROE ST
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60661
		BUSINESS PHONE:		3126216200

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GENERAL AMERICAN TRANSPORTATION CORP
		DATE OF NAME CHANGE:	19750722
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>c15201e8vk.htm
<DESCRIPTION>CURRENT REPORT
<TEXT>
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<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>




<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>WASHINGTON, DC 20549</B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM 8-K</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>CURRENT REPORT<BR>
PURSUANT TO SECTION 13 OR 15(d) OF THE<BR>
SECURITIES EXCHANGE ACT OF 1934</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Date of Report (Date of earliest event reported) May&nbsp;11, 2007
</DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>GATX Corporation</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>

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<TR valign="bottom">
    <TD align="center" valign="top"><B>New York</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>1-2328</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>36-1124040</B></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction of
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Commission File)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(IRS Employer</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">incorporation)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Number)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Identification No.)</TD>
</TR>
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</TABLE>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>500 West Monroe Street<BR>
Chicago, Illinois 60661-3676</B><BR>
(Address of principal executive offices, including zip code)
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>(312)&nbsp;621-6200</B><BR>
(Registrant&#146;s telephone number, including area code)
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (<I>see </I>General Instruction
A.2. below):
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT style="font-family: Wingdings">&#111;</FONT> Written communications pursuant to Rule&nbsp;425 under the Securities Act (17 CFR 230.425)
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT style="font-family: Wingdings">&#111;</FONT> Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17 CFR 240.14a-12)
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT style="font-family: Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule&nbsp;14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT style="font-family: Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule&nbsp;13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
</DIV>

<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>





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<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On May&nbsp;11, 2007, GATX Corporation (&#147;GATX&#148;) consummated the merger (the &#147;Merger&#148;) of its
wholly-owned operating subsidiary, GATX Financial Corporation (&#147;GFC&#148;), with and into its
parent, GATX, on and as of May&nbsp;11, 2007. Effective as of the Merger, GATX&#146;s By-Laws were
amended and restated to: (i)&nbsp;create new officer positions, specifically, &#147;Executive Vice
Presidents&#148; and &#147;Senior Vice Presidents&#148;; (ii)&nbsp;re-delegate certain authority previously
delegated to Vice Presidents to the newly created Executive Vice Presidents and Senior Vice
Presidents; (iii)&nbsp;establish an Appointment Committee of the Board consisting of the Chairman of
the Board which has the authority of the Board to appoint and take certain other actions with
respect to Vice Presidents (other than Executive Vice Presidents and Senior Vice Presidents);
and (iv)&nbsp;make certain other technical clarifications. A copy of GATX&#146;s Amended and Restated
By-Laws is attached to this current report on Form 8-K as Exhibit&nbsp;3.2.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;8.01 Other Events.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On May&nbsp;11, 2007, GATX Corporation (&#147;GATX&#148;) consummated the merger (the &#147;Merger&#148;) of its
wholly-owned operating subsidiary, GATX Financial Corporation (&#147;GFC&#148;), with and into its
parent, GATX, on and as of May&nbsp;11, 2007. As a result of the Merger, all outstanding debt and
other financial obligations of GFC became the obligations of GATX.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">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 thereunto duly authorized.
</DIV>


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="center" style="border-bottom: 1px solid #000000"> GATX CORPORATION</TD>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="center">(Registrant)&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
</TABLE>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>

<TD colspan="3" style="border-bottom: 1px solid #000000" align="center">/s/ Robert C. Lyons
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="center">Robert C. Lyons&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="center">Vice-President, Chief Financial Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Date: May&nbsp;11, 2007
</DIV>


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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Exhibit&nbsp;Index</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="55%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="28%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Exhibit No.</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
    <TD style="border-bottom: 1px solid #000000">&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Method of Filing</B></TD>
</TR>

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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Amended and Restated By-Laws of GATX
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Filed Electronically</TD>
</TR>
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</TABLE>
</DIV>



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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>2
<FILENAME>c15201exv3w2.htm
<DESCRIPTION>AMENDED AND RESTATED BY-LAWS
<TEXT>
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><U><B>EXHIBIT 3.2</B></U>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>AMENDED AND RESTATED</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><B>BY-LAWS OF<BR>
GATX CORPORATION</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><B>ARTICLE I<BR>
MEETING OF SHAREHOLDERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;1. Place of Meeting. </B>Every meeting of the shareholders of GATX Corporation
(hereinafter called the Corporation) shall be held at the principal office of the Corporation in
the State of New York, or at such other place in or out of said State as shall be specified in the
notice of such meeting or waiver of such notice.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;2. Annual Meetings. </B>The annual meeting of the shareholders shall be held at the hour
specified in the notice of such meeting, or waiver of such notice, on the fourth Friday of April in
each year (or if that day shall be a legal holiday, then on the next succeeding business day) or on
such other date as the Board of Directors of the Corporation (hereinafter called the Board) may
determine for the election of directors and for the transaction of such other business as may
properly come before the meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;3. Special Meetings. </B>Special meetings of the shareholders may, unless otherwise
provided by law, be called by the Chairman of the Board or the President of the Corporation, or by
a majority of the Board.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;4. Notice of Meetings. </B>Notice of the time and place of each meeting of the
shareholders and of the purpose or purposes for which the meeting is called shall be given in the
name of the President, an Executive Vice-President, a Senior Vice-President, the Secretary or an
Assistant Secretary of the Corporation. Such notice may be written or electronic and, unless
otherwise provided by law, shall be duly delivered or transmitted to each shareholder entitled to
vote at the meeting not less than ten (10)&nbsp;nor more than sixty (60)&nbsp;days before the meeting. If
mailed, such notice (a)&nbsp;shall be directed to the shareholder at his address as it appears on the
stock book, unless he shall have filed with the Secretary of the Corporation a written request that
notices intended for him be mailed to some other
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">place, in which case it shall be mailed to the address designated in such
request and (b)&nbsp;shall be deemed given when deposited in the United States mail, postage prepaid.
If transmitted electronically, such notice shall be given when directed to the shareholder at his
electronic address supplied by the shareholder to the Secretary of the Corporation or as otherwise
directed pursuant to the shareholder&#146;s authorization or direction. No notice need be given of any
adjourned meeting, except when expressly required by law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;5. Quorum. </B>Unless otherwise provided by law or in the Certificate of Incorporation
of the Corporation as amended (hereinafter called the Certificate of Incorporation), the presence
of the holders of record, in person or represented by proxy, of a majority of the shares of stock
entitled to be voted thereat shall be necessary to constitute a quorum for the transaction of
business at any meeting of shareholders. In the absence of a quorum at any such meeting or any
adjournment or adjournments thereof, a majority in voting interest of those present in person or
represented by proxy, or in the absence therefrom of all the shareholders, any officer entitled to
preside at, or to act as secretary of, such meeting, may adjourn such meeting from time to time
until a quorum is present thereat. At any adjourned meeting at which a quorum is present any
business may be transacted which might have been transacted at the meeting as originally called.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;6. Organization. </B>At each meeting of the shareholders, the Chairman of the Board, the
President, an Executive Vice-President or a Senior Vice-President designated for the purpose by the
Chairman of the Board (with priority in the order named), or in the absence of said officers, a
chairman chosen by a majority vote of the shareholders present in person or represented by proxy
and entitled to vote thereat, shall act as chairman. The Secretary shall act as secretary at each
meeting of the shareholders, or in his absence the chairman of the meeting may appoint any person
present to act as secretary of the meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;7. Order of Business. </B>The order of business at all meetings of the shareholders
shall be determined by the chairman of the meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;8. Voting. </B>Unless otherwise provided by law or in the Certificate of
Incorporation, each holder of record of shares of stock of the Corporation entitled to vote at
any meeting of shareholders shall, in all matters, be entitled to one vote for each share of
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">stock owned by him. Shareholders may vote either in person or by proxy. Unless otherwise provided
by law or in the Certificate of Incorporation or these By-laws, the majority of the votes cast
shall prevail on all matters submitted to vote at any meeting of the shareholders. Unless so
directed by the chairman of the meeting, the vote at such meeting need not be by ballot, except
that all elections of directors by shareholders shall be by ballot. At the direction of such
chairman that a vote by ballot be taken on any question, such vote shall be taken. On a vote by
ballot each ballot shall be signed by the shareholder voting, or by his proxy as such if there be
such proxy. Unless otherwise provided by law or by these By-laws all voting may be <U>via</U>
<U>voce</U>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;9. Inspectors of Election. </B>At each meeting of the shareholders, one or more
inspectors of election shall be appointed in accordance with applicable law to act thereat. No
director or candidate for the office of director shall act as an inspector of election in any
election of directors. Each inspector of election so appointed, before entering upon the discharge
of his duties, shall be sworn faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability, and the oath so taken shall be
subscribed by such inspectors. Such inspectors of election, after the voting on any question,
shall make a certificate of the result of the vote taken. Inspectors need not be shareholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;10. Record Date. </B>The Board may fix a day and hour not more than sixty (60)&nbsp;nor less
than ten (10)&nbsp;days prior to the day and hour then fixed for the holding of any meeting of
shareholders as the time as of which shareholders entitled to notice of and to vote at such meeting
shall be determined, and all persons who were holders of record of voting stock at such time and no
others shall be entitled to notice of and to vote at such meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;11. Advance Notification of Shareholder Nominations for Directors and Other
Proposals. </B>No shareholder may propose to nominate persons for election to the Board at an annual
meeting of the shareholders of the Corporation or to bring other business before an annual meeting
of the shareholders of the Corporation, unless such shareholder gives timely notice thereof to the
Secretary of the Corporation. To be timely, a
shareholder&#146;s notice must be addressed to the Secretary of the Corporation and received at
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">the
principal executive offices of the Corporation not more than one hundred fifty (150)&nbsp;days and not
less than one hundred twenty (120)&nbsp;days prior to the date of the Corporation&#146;s proxy statement
released to shareholders in connection with the prior year&#146;s annual meeting; provided, however,
that in the event the annual meeting is called for a date which is not within thirty (30)&nbsp;days
before or after such anniversary date, notice by the shareholder, to be timely, must be received no
later than the close of business on the fifteenth (15th) day following the day on which notice of
the date of the annual meeting was transmitted or public disclosure of the date of the annual
meeting was made, whichever occurs first.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Such shareholder&#146;s notice shall set forth: (a)&nbsp;as to each person whom the shareholder proposes
to nominate at the annual meeting for election to the Board, (i)&nbsp;the name, age, business address
and residential address of such person, (ii)&nbsp;the principal occupation or employment of such person,
(iii)&nbsp;the class and number of shares of the Corporation which are owned beneficially and of record
by such person, (iv)&nbsp;a description of all arrangements or understandings between such shareholder
and such person, (v)&nbsp;all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in each case pursuant
to Regulation&nbsp;14A under the Securities Exchange Act of 1934, as amended, and any other rules of the
Securities and Exchange Commission, (vi)&nbsp;such other information as may be reasonably required by
the Corporation to determine the eligibility of such person to serve as a director of the
Corporation, and (vii)&nbsp;any such person&#146;s written consent to serve as a director if so elected; (b)
as to any other business that such shareholder proposes to bring before the annual meeting, (i)&nbsp;a
description of the business desired to be brought before the meeting in sufficient detail for such
business to be summarized in the agenda for the meeting, (ii)&nbsp;the reasons for conducting such
business at the meeting, and (iii)&nbsp;any material interest in such business of such shareholder and
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, (i)&nbsp;the name and address of such shareholder, as it appears on the Corporation&#146;s books, and
of any such beneficial owner, and (ii)&nbsp;the class and number of shares of the Corporation which are owned
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">beneficially
and of record by such shareholder and any such beneficial owner. Notwithstanding compliance with
the foregoing requirements, no person proposed to be nominated to the Board by a shareholder
pursuant to this procedure shall become a nominee for election to the Board and no other business
shall be considered at the annual meeting unless the shareholder who has provided the notice or his
proxy, nominates such person or introduces such business at the meeting, as the case may be. The
presiding officer of the annual meeting shall, if the facts warrant, refuse to acknowledge a
nomination or the consideration of business which was not made in compliance with the foregoing
requirements.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE II<BR>
Directors</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;1. Number, Election, Term, Powers. </B>The Corporation shall have such number of
directors, not less than three (3)&nbsp;nor more than twenty-one (21), as shall from time to time be
determined by the vote of a majority of the entire board (as &#147;entire board&#148; is defined for these
purposes under the laws of the State of New York). Except as otherwise provided in these By-laws
or by law, the directors shall be chosen at the annual meeting of shareholders in each year, by a
plurality of the votes cast in the election therefor. The term of office of each director shall
(unless vacated as provided herein) be from the time of his election and qualification until the
annual meeting of shareholders next succeeding his election and until his successor shall have been
duly elected and qualified, or until his earlier death or resignation. The directors shall act
only as a board and the individual directors shall have no power as such. The Board shall have, in
the management of the Corporation&#146;s affairs, all powers which are not inconsistent with the laws of
the State of New York, these By-laws or the Certificate of Incorporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;2. Qualifications. </B>All directors shall be at least twenty-one (21)&nbsp;years of age.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;3. First Meeting. </B>After each election of directors by the shareholders, on the same
day and at the conclusion of the meeting of shareholders at which such election shall be held, and
at the place where such election is held, the newly elected Board shall
meet for the purpose of organization, the election of officers and the transaction of other
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">business. Notice of such meeting need not be given. If a quorum shall not be present at such time
and place, but at least one director is present, then such meeting shall be adjourned as provided
in Section&nbsp;6 of this Article&nbsp;II. If no director shall be present at such time and place, then such
meeting may be held at any other time and place which shall be specified in a notice given as
hereinafter provided for special meetings of the Board or in a waiver of notice thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;4. Regular Meetings. </B>Regular meetings of the Board shall be held at such times and
places as the Board may determine. If any day fixed for a regular meeting shall be a legal holiday
at the place where the meeting is to be held, then the meeting which would otherwise be held on
that day shall be held at the same hour on the next succeeding business day at said place. Except
as provided by law or these By-laws, notice of regular meetings need not be given.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;5. Special Meetings. </B>Special meetings of the Board shall be held whenever called by
(a)&nbsp;the Chairman of the Board, (b)&nbsp;the President or (c)&nbsp;the Secretary at the request of a majority
of the members of the Board. Unless otherwise provided by law, notice of each such special meeting
shall be (a)&nbsp;mailed to each director, addressed to him at his residence or usual place of business,
at least two days before the day on which such meeting is to be held or (b) (i)&nbsp;sent by facsimile
or electronic mail or (ii)&nbsp;delivered personally or by telephone, in each case not later than the
day before the day on which such meeting is to be held. Notice of any meeting of the Board need
not, however, be given to any director, if waived by him as in these By-laws provided. Unless
otherwise provided by law or these By-laws, the notice or waiver of notice of any meeting of the
Board need not contain any statement of the purposes of the meeting or any specification of the
business to be transacted thereat.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;6. Quorum. </B>Unless otherwise provided by law, the Certificate of Incorporation or
these By-laws, the presence of not less than one-third of the number of directors as fixed in
accordance with these By-laws shall be necessary to constitute a quorum for the transaction of
business by the Board. In the absence of a quorum, a majority of the directors present may adjourn
any meeting of the Board from time to time
until a quorum shall be present thereat. Notice of any adjourned meeting need not be
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">given.
At any adjourned meeting at which a quorum is present any business may be transacted which might
have been transacted at the meeting as originally called.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;7. Voting. </B>At all meetings of directors, a quorum being present, all matters, except
those the manner of deciding upon which is otherwise provided by law these By-laws or the
Certificate of Incorporation, shall be decided by the vote of a majority of the directors present.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;8. Organization. </B>At each meeting of the Board, the Chairman of the Board or, in the
absence of the Chairman of the Board, the Lead Director shall act as chairman of the meeting. The
Secretary, or in the Secretary&#146;s absence any person appointed by the chairman of the meeting, shall
act as secretary of the meeting. Any meeting of the Board may be adjourned by the vote of a
majority of the directors present at such meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;9. Vacancies. </B>Any vacancy in the Board whether arising from death, resignation, an
increase in the number of directors or any other cause, may be filled by the vote of a majority of
the remaining directors, provided that, in the case of a vacancy occurring through the resignation
of a director, the resigning director shall be entitled to vote with the other directors for his
successor.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;10. Place of Meeting. </B>The Board may hold its meetings at such place or places within
or without the State of New York as it may from time to time by resolution determine or as shall be
specified or fixed in the respective notices or waivers of notice thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;11. Indemnification.</B><SUP style="font-size: 85%; vertical-align: text-top"> </SUP> (a)&nbsp;The Corporation shall indemnify to the fullest
extent permitted by law, any person made, or threatened to be made, a party to an action or
proceeding, civil or criminal (including an action by or in the right of the Corporation or by or
in the right of any other corporation or business entity of any type or kind, domestic or foreign,
which any director or officer of the Corporation served in any capacity at the request of the
Corporation), by reason of the fact that he or she, or his or her testator or intestate, was a
director or officer of the Corporation (or served any other corporation or business entity of any
type or kind, domestic or foreign, in any capacity at the request of
the Corporation), against judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys&#146; fees actually and necessarily incurred as a result of such
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">action or
proceeding, or any appeal therein, and the Corporation may pay, in advance of final disposition of
any such action or proceeding, expenses (including attorneys&#146; fees) incurred by such person in
defending such action or proceeding.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Corporation may indemnify, and make advancements to, any person made, or threatened to be
made, a party to any such action or proceeding by reason of the fact that he or she, or his or her
testator or intestate, is or was an agent or employee (other than a director or officer) of the
Corporation (or served another corporation or business entity at the request of the Corporation in
any capacity), on such terms, to such extent, and subject to such conditions, as the Board shall
determine, including payment, in advance of final disposition of any such action or proceeding,
expenses (including attorneys&#146; fees) incurred by such person in defending such action or
proceeding.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition to the foregoing, the Corporation shall indemnify to the fullest extent permitted
by law, any person made, or threatened to be made, a party to an action or proceeding, civil or
criminal, by reason of the fact that such person, or his or her testator or intestate, is or was a
director or officer of any other corporation or business entity, of any type or kind, domestic or
foreign, which any such person served at the request of the Corporation, against judgments, fines,
amounts paid in settlement (with the prior consent of the Corporation) and reasonable expenses,
including attorneys&#146; fees actually and necessarily incurred as a result of such action or
proceeding, or any appeal therein, and the Corporation may pay, in advance of final disposition of
any such action or proceeding, expenses (including attorneys&#146; fees) incurred by such person in
defending such action or proceeding.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;A person shall be presumed to be entitled to indemnification for any act or omission
covered by these By-laws. The burden of proof of establishing that a person is not entitled to
indemnification because of the failure to fulfill some requirement of New York law, the
Corporation&#146;s charter, or the By-laws shall be on the Corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;If a claim under these By-laws is not paid in full by the Corporation within thirty days
after a written claim has been received by the Corporation, the claimant may at any
time thereafter bring suit against the Corporation to recover the unpaid amount of the claim
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense
of prosecuting such claim, including attorneys&#146; fees.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;12. Action by Written Consent. </B>Unless otherwise provided by law or in the
Certificate of Incorporation, any action required or permitted to be taken by the Board or any
committee thereof may be taken without a meeting if all members of the Board or the committee
consent in writing to the adoption of a resolution authorizing the action. The resolution and the
written consents thereto by the members of the Board or committee shall be filed with the minutes
of the proceedings of the Board or committee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;13. Action by Means of Conference Telephone. </B>Any one or more members of the Board
may participate in a regular or special meeting of the Board by means of a conference telephone or
similar communications equipment allowing all persons participating in the meeting to hear each
other at the same time. Participation by such means shall constitute presence in person at a
meeting.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE III<BR>
COMMITTEES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;1. Committees. </B>Subject to the conditions prescribed by law, there shall be an
Appointment Committee of the Board consisting of the Chairman of the Board which shall have all of
the authority of the Board to appoint and take certain other actions with respect to
Vice-Presidents (other than Executive Vice Presidents and Senior Vice Presidents) pursuant to and
in accordance with the terms of these By-laws. Additionally, on the terms, to the extent and
subject to the conditions prescribed by law or by resolution of the Board, the Board, by resolution
adopted by a majority of the entire Board, may designate from among its members an Executive
Committee and other committees (the Executive Committee and any other committees designated
pursuant to this sentence being referred to herein as &#147;Designated Committees&#148;), each of which shall
consist of three or more directors and shall have the authority of the Board. The Board may
designate one or more directors as alternate members of any Designated Committee, who may act in
the place of any absent member or members of such Designated Committee. The presence of not less
than one-third of the number of members of any Designated Committee or two
members of such Designated Committee, whichever shall be greater, shall be necessary to
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">constitute a quorum of such Designated Committee and, except as otherwise provided by law, the
Certificate of Incorporation or these By-laws, a majority vote of the Designated Committee members
present shall be the act of the Designated Committee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;2. Action by Means of Conference Telephone. </B>Any one or more members of any
Designated Committee may participate in a meeting of such Designated Committee by means of a
conference telephone or similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such means shall constitute presence
in person at a meeting.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE IV<BR>
OFFICERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;1. Number. </B>The officers of the Corporation shall be a Chairman of the Board, a Chief
Executive Officer, a President, one or more Vice Presidents (which may include one or more
Executive Vice-Presidents and/or one or more Senior Vice Presidents), a Secretary, a Treasurer and
a Controller. The officers of the Corporation may also include, at the option of the Board, one or
more Vice-Chairmen of the Board, each of whom shall be a member of the Board. Two or more offices
may be conferred upon one person, except the offices of President and Secretary. The Board may
require any officer, agent or employee to give security for faithful performance of such person&#146;s
duties.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;2. Election, Term of Office, Qualification. </B>The officers of the Corporation shall be
chosen by the Board (or, in the case of any Vice-President other than any Executive Vice President
or Senior Vice President, by either the Board or the Appointment Committee) as soon as practicable
after each annual election of directors, each such officer to hold office until his successor shall
have been chosen and qualified, or until his earlier death or resignation, or removal in the manner
hereinafter provided.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;3. Subordinate Officers. </B>The Board may appoint as subordinate officers, assistants
to any officer including assistant secretaries and assistant treasurers, agents or employees as the
Board may deem necessary or advisable, each of whom shall serve for such period, have such
authority and perform such duties as the Board may from time to
time determine or as may be set forth in these By-laws. The Board may delegate to any
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">officer
the power to appoint and remove subordinate officers, assistant secretaries, assistant treasurers,
agents or employees.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;4. Chief Executive Officer. </B>The Board shall designate either the Chairman of the
Board or the President, or both if the same person, as the Chief Executive Officer. Subject to the
oversight of the Board, the Chief Executive Officer shall have duties customarily incident to the
office of the Chief Executive Officer including general and active supervision and direction over
the property, business and affairs of the Corporation and personnel thereof subject, however, to
the right of the Board (or, in the case of any Vice-President of the Corporation other than any
Executive Vice President or Senior Vice President, the right of the Board or the Appointment
Committee) to delegate any specific power and authority, except such as may be by statute
exclusively conferred on the Chief Executive Officer, to any other officer or officers of the
Corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;5. The Chairman of the Board. </B>The Chairman of the Board shall have such
duties as may be prescribed by the Board from time to time. If present, the Chairman of the Board
shall preside at all meetings of the shareholders and the Board.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;6. The President. </B>The President shall have such powers and perform such duties as
the Board, the Chairman of the Board or the Chief Executive Officer (unless the latter two
positions are held by the same person) may prescribe from time to time. In the case of the absence
or inability to act of the Chief Executive Officer if not the same person, the President shall
perform the duties of Chief Executive Officer, and when so acting shall have all of the powers and
be subject to all of the restrictions upon the Chief Executive Officer.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;7. Executive Vice Presidents, Senior Vice Presidents and Vice Presidents. </B>Each
Executive Vice President and Senior Vice President shall have such powers and perform such duties
as the Board, the Chairman of the Board or the President may from time to time prescribe, and shall
perform such other duties as may be prescribed by these By-laws. In case of the absence or
inability to act of the President, then one of the Executive Vice Presidents or Senior Vice
Presidents who shall be designated for the purpose by the Board shall perform the duties of the
President, and when so acting shall
have all the powers of and be subject to all the restrictions upon the President. Each Vice
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">President shall have such powers and perform such duties as the Board, the Appointment Committee,
the Chairman of the Board, the President, any Executive Vice President or any Senior Vice
President may from time to time prescribe, and shall perform such other duties as may be prescribed
by these By-laws.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;8. The Secretary. </B>The Secretary shall act as secretary of, and keep the minutes of,
all meetings of the Board and of the shareholders; he shall cause to be given such notice of all
meetings of the shareholders and directors as required; he shall be custodian of the seal of the
Corporation and shall affix the seal or cause it to be affixed to all certificates and documents,
the execution of which on behalf of the Corporation under its seal shall have been specifically or
generally authorized; he shall have charge of the books, records and papers of the Corporation
relating to its organization as a corporation; and he shall in general perform all the duties
incident to the office of Secretary. He shall also have such other powers and perform such other
duties, not inconsistent with these By-laws, as the Chairman of the Board, the President or the
Board shall from time to time prescribe.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;9. The Treasurer. </B>The Treasurer shall have charge and custody of, and be responsible
for, all the funds and securities of the Corporation and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and
other valuable effects in the name of and to the credit of the Corporation in such banks or other
depositaries as may be designated by the Board; he shall disburse the funds of the Corporation,
taking proper vouchers for such disbursements, and shall render to the Chairman of the Board, the
President or the Board, whenever any one or more of them may require him so to do, a statement of
all his transactions as Treasurer; and, in general, he shall perform all the duties incident to the
office of Treasurer and such other duties as may from time to time be assigned to him by the
Chairman of the Board, the President or the Board.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;10. The Controller. </B>The Controller shall keep accurate accounts, in such form as may
be approved by the Board, of all financial transactions of the Corporation; he shall supervise and
direct the keeping of all of the financial records and accounting records
of the Corporation, and shall have general charge, supervision and direction of the
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">accounting
departments of the Corporation; he shall discharge such other duties and have such other powers as
may be required of or granted to him by the Board.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;11. Assistants to the President. </B>Each assistant to the President shall, at the
request of the President, aid and assist him in the performance of his duties and the exercise of
his powers, and have such other powers and perform such other duties as may from time to time be
assigned to him by the Chairman of the Board, the President or the Board.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;12. Assistant Secretaries. </B>In case of the absence or inability to act of the
Secretary, the Assistant Secretary, or, if there shall be more than one, any of the Assistant
Secretaries, shall perform the duties of the Secretary, and, when so acting shall have all the
powers of, and be subject to all the restrictions upon, the Secretary. Each of the Assistant
Secretaries shall perform such other duties as from time to time may be assigned to him by the
Chairman of the Board, the President, the Secretary or the Board.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;13. Assistant Treasurers. </B>In case of the absence or inability to act of the
Treasurer, the Assistant Treasurer, or, if there be more than one, any of the Assistant Treasurers,
shall perform the duties of the Treasurer, and, when so acting, shall have all the powers of, and
be subject to all the restrictions upon, the Treasurer. Each of the Assistant Treasurers shall
perform such other duties as from time to time may be assigned to him by the Chairman of the Board,
the President, the Treasurer or the Board.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;14. General Provisions. </B>All officers shall serve under the direction of and at the
pleasure of the Board (or, in the case of any Vice President other than any Executive Vice
President or Senior Vice President, the Board and the Appointment Committee) and be subject to
removal thereby at any time with or without cause. Any vacancy occurring in any office may be
filled by the Board (or, in the case of any Vice President other than any Executive Vice President
or Senior Vice President, by the Board or the Appointment Committee).
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE V<BR>
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;1. Execution of Contracts. </B>Except as otherwise provided by law or in these By-laws,
the Chairman of the Board, any Vice-Chairman of the Board, the President,
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">any Executive
Vice-President and any Senior Vice President shall each have authority to execute and deliver any
and all instruments for and in the name of the Corporation. The Board, the Chairman of the Board
and the President (and, in the case of any Vice-President other than any Executive Vice-President
or Senior Vice-President, the Appointment Committee, any Executive Vice-President and any Senior
Vice-President) may authorize any other officer or agent to execute and deliver any instrument for
and in the name of the Corporation, and such authority may be general or confined to specific
instances. Unless authorized by (a)&nbsp;in the case of any Vice-President other than any Executive
Vice President or Senior Vice-President, the Board, the Chairman of the Board, the President, these
By-laws, the Appointment Committee, any Executive Vice-President or any Senior Vice-President or
(b)&nbsp;in the case of any other officer or agent, the Board, the Chairman of the Board, the President
or these By-laws, no officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render it pecuniarily
liable for any purpose or to any amount.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;2. Indebtedness. </B>No loans shall be contracted on behalf of the Corporation and no
negotiable paper shall be issued in its name unless authorized by resolutions of the Board, which
authority may be general or confined to specific instances. When authorized by the Board so to do,
any officer or agent of the Corporation thereunto authorized may effect loans and advances for the
Corporation from any bank, trust company or other institution, or from any firm, corporation or
individual, and for such loans and advances may make, execute and deliver promissory notes, bonds,
or other certificates or evidences of indebtedness of the Corporation and, when authorized so to
do, may pledge, hypothecate or transfer any securities or other property of the Corporation as
security for any such loans or advances.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;3. Checks, Drafts, etc. </B>All checks, drafts, and other orders for the payment of
moneys out of the funds of the Corporation and all notes or other evidences of indebtedness of the
Corporation shall be signed on behalf of the Corporation in such
manner as shall from time to time be determined by resolution of the Board, which resolution
may be general or confined to specific instances.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;4. Deposits. </B>All funds of the Corporation not otherwise employed shall be deposited
from time to time to the credit of the Corporation in such banks, trust companies or other
depositaries as the Board may select or as may be selected by any officer or agent of the
Corporation to whom such power may from time to time be delegated by the Board; and, for the
purpose of such deposit, the Chairman of the Board, the President, any Executive Vice-President,
any Senior Vice-President, the Treasurer or the Secretary, or any other officer, agent or employee
of the Corporation to whom such power may be delegated by the Board, may endorse, assign and
deliver checks, drafts and other orders for the payment of moneys which are payable to the order of
the Corporation.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE VI<BR>
SHARES AND DIVIDENDS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;1. Consideration for Issue of Stock. </B>No stock shall be issued except as permitted
under the Business Corporation Law of the State of New York.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;2. Certificates. </B>The shares of the Corporation shall either be represented by
certificates or shall be uncertificated and represented by book entry registered in the name of the
holder on the books and records of the Corporation or its transfer agent. At the direction of the
Corporation to its stock transfer agent and absent a specific request for a certificate by the
registered holder or transferee thereof, all shares of the Corporation shall be uncertificated upon
the original issuance thereof by the Corporation or upon the surrender of the certificate
representing such shares to the Corporation (Direct Registration of shares). If shares are
represented by certificates, each holder of record of shares of stock of the Corporation shall be
provided with a certificate or certificates of stock representing the number of shares owned by
such holder, in such form as shall be (a)&nbsp;approved by the Board, (b)&nbsp;signed by (i)&nbsp;the Chairman of
the Board, the President, an Executive Vice-President, or a Senior Vice-President and (ii)&nbsp;the
Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary and (c)&nbsp;sealed with the seal of the
Corporation, which seal may be an engraved or printed facsimile, certifying the number of
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">shares
owned by him in the Corporation. The signatures of the officers upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar
other than the Corporation itself or its employee. In case any such person who shall have signed,
or whose facsimile signature has been placed upon, such certificate shall have ceased to hold such
position before such certificate is issued, it may be issued by the Corporation with the same
effect as if such person had not ceased to hold such position at the date of its issue. Upon the
election of the Corporation to provide for Direct Registration of shares, such certificates shall
be provided only upon request to the Corporation by the registered holder or transferee thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;3. Transfer of Shares. </B>Transfers of shares of the capital stock of the Corporation
shall be made only on the books of the Corporation by the holder thereof, or by his attorney
thereunto authorized by a power of attorney duly executed and filed with the agent or officer in
charge of such books, subject to such proof or guaranty signature as the Corporation or its
transfer agent may require, if any, and on surrender of the certificate or certificates for such
shares, properly endorsed, or upon receipt of proper transfer instructions from the owner of
uncertificated shares, or upon the escheat of said shares under the laws of any state of the United
States. A person in whose name shares of stock stand on the books of the Corporation shall be
deemed the owner thereof as regards the Corporation, provided that whenever any transfer of shares
shall be made for collateral security, and not absolutely, such fact, if known to the officer in
charge or to said transfer agent, shall be so expressed in the entry of transfer.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;4. Record Date. </B>The Board may fix a day and hour not exceeding sixty (60)&nbsp;days
preceding the date fixed for the payment of any dividend or the making of any distribution, or for
the delivery of evidences of rights or evidences of interests arising out of any changes,
conversion or exchange of capital stock, as a record time for the determination of the shareholders
entitled to receive such dividend, distribution, rights or interests, and in such case only
shareholders of record at the time so fixed shall be entitled to receive such dividend,
distribution, rights or interests.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;5. Lost, Stolen, Destroyed or Mutilated Certificates. </B>A certificate for shares of
the stock of the Corporation may be issued in place of any certificate lost, stolen,
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">destroyed or
mutilated, but only on delivery to the Corporation, unless the Board otherwise determines, of a
bond of indemnity, in form and amount and with one or more sureties satisfactory to the Board, or
such officer or officers of the Corporation or such transfer agent as the Board may from time to
time designate, and of such evidence of such loss, theft, destruction or mutilation as the Board,
or such officer or officers or transfer agent, may require.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE VII<BR>
OFFICES AND BOOKS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;1. Offices. </B>The Board may from time to time and at any time establish offices of the
Corporation or branches of its business at whatever place or places seem to it expedient. Offices
or agencies for the transfer and registration of stock shall at all times be maintained in the City
of New York. Additional such offices or agencies may be maintained elsewhere, in the discretion of
the Board.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;2. Books. </B>There shall be kept at the office of the Corporation in Chicago, Illinois,
correct books of all the business and transactions of the Corporation, and, at the office of the
Corporation in the State of New York, or at the office of a transfer agent of the Corporation in
such State, the stock book of the Corporation, which shall contain the names, alphabetically
arranged, of all persons who are shareholders of the Corporation, showing their respective places
of residence, the number of shares held by them respectively, and the time when they respectively
became the owners thereof. The stock book shall at all times during business hours be open to the
inspection of all persons permitted by law to inspect the same.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE VIII<BR>
SEAL</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;1. </B>The common seal of the Corporation shall consist of a round seal with the words
&#147;GATX CORPORATION&#148; in the margin and the words &#147;NEW YORK, 1916&#148; in the center thereof.
</DIV>



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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE IX<BR>
WAIVER OF NOTICE</B>
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;1. </B>Whenever any notice whatever is required to be given by these By-laws, the
Certificate of Incorporation or by law, the person entitled thereto may, in person, or in the case
of a shareholder, by his duly authorized attorney, waive such notice in writing (which shall
include the use of facsimile and electronic mail), whether before or after the meeting or other
matter or event in respect of which such notice is to be given, and in such event such waiver shall
be equivalent to such notice and such notice need not be given to such person, and any action to be
taken after such notice or after the lapse of a prescribed period of time may be taken without such
notice and without the lapse of any period of time. The presence of a director at any meeting of
the Board shall constitute waiver of notice thereof by him.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE X<BR>
FISCAL YEAR</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;1. </B>The fiscal year of the Corporation shall end on the thirty-first day of December
in each year.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE XI<BR>
AMENDMENTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;1. </B>These By-laws may be altered, changed, amended or repealed, or new By-laws may be
adopted, at any regular or special meeting of the Board of Directors, by a majority vote of all the
Directors then in office (whether or not present in person or by proxy at the meeting on which such
action is to be taken), provided notice of the proposed alteration, change, amendment, repeal or
adoption shall have been given with notice of the meeting.
</DIV>


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