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<SEC-DOCUMENT>0000950137-08-014469.txt : 20081218
<SEC-HEADER>0000950137-08-014469.hdr.sgml : 20081218
<ACCEPTANCE-DATETIME>20081218105935
ACCESSION NUMBER:		0000950137-08-014469
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20081212
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
FILED AS OF DATE:		20081218
DATE AS OF CHANGE:		20081218

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:		081256601

	BUSINESS ADDRESS:	
		STREET 1:		222 WEST ADAMS STREET
		CITY:			CHICAGO
		STATE:			X1
		ZIP:			60606-5314
		BUSINESS PHONE:		3126216200

	MAIL ADDRESS:	
		STREET 1:		222 WEST ADAMS STREET
		CITY:			CHICAGO
		STATE:			X1
		ZIP:			60606-5314

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GENERAL AMERICAN TRANSPORTATION CORP
		DATE OF NAME CHANGE:	19750722
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>c48292e8vk.htm
<DESCRIPTION>FORM 8-K
<TEXT>
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<TITLE>e8vk</TITLE>
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<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<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, D.C. 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: 12pt"><B>Date of report (Date of earliest event reported): December&nbsp;12, 2008</B></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%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <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 <BR>
incorporation)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Commission File)<BR>
Number)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(IRS Employer<BR>
Identification No.)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>222 West Adams Street<BR>
Chicago, Illinois 60606</B><BR>
(Address of principal executive offices, including zip code)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>(312)&nbsp;621-6200<BR>
(</B>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
obligation of the registrant under any of the following provisions:
</DIV>

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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><FONT face="Wingdings">&#111;</FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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"><FONT face="Wingdings">&#111;</FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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"><FONT face="Wingdings">&#111;</FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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>







<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
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<DIV style="font-family: 'Times New Roman',Times,serif">








<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;<U>Amended and Restated By-Laws</U>. On December&nbsp;12, 2008, the Board of Directors (the
&#147;Board&#148;) of GATX Corporation (the &#147;Company&#148;) amended and restated the Company&#146;s By-laws to revise
(i)&nbsp;the advance notice procedures for shareholder nominations for directors and other proposals and
(ii)&nbsp;provisions for director and officer indemnification and advancement of expenses. These
amendments were effective on December&nbsp;12, 2008, and are described in further detail below.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The amendments shortened the deadline for shareholder proposals and nominations to not less
than 90&nbsp;days nor more than 120&nbsp;days prior to the first anniversary of the preceding year&#146;s annual
meeting. This compares to a deadline under the prior by-laws of not less than 120&nbsp;days nor more
than 150&nbsp;days prior to the date of the Company&#146;s proxy statement released to shareholders in
connection with the prior year&#146;s annual meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The amendments expanded the information required to be provided by a shareholder who submits a
proposal or director nomination at a meeting of shareholders. Any shareholder submitting the
proposal or nomination would be required to disclose, with respect to itself and any of its
affiliates and associates, (i)&nbsp;the class and number of shares owned, (ii)&nbsp;any derivative, swap or
other transaction which gives that party economic risk similar to ownership in the Company; (iii)
any proxy, agreement or relationship that confers a right to vote any shares of the Company; (iv)
any agreement or relationship engaged in to increase or decrease the level of risk to, or the
voting power of, the proposing persons with respect to the shares of the Company; (v)&nbsp;any rights to
dividends on the Company&#146;s shares that are separated or separable from the underlying shares; (vi)
any performance-related fees the proposing persons are entitled to based on the increase or
decrease in the value of any shares of the Company; and (vii)&nbsp;any other information relating to the
proposing persons that would be required to be disclosed in a proxy statement filed under Section
14 of the Exchange Act. The amendments also require the disclosure of certain financial and other
relationships between the shareholder submitting a nomination and its director nominees. Under the
amendments, a shareholder submitting a proposal is required to provide a description of the
proposal and any agreements, arrangements, and understandings between proposing person and other
shareholders of the Company in connection with the proposed business. The amendments require that
the disclosures above be updated and supplemented, if necessary, so as to be accurate as of the
record date for a meeting and as of shortly prior to the meeting. The amendments also clarify that
the advance notice by-law requirements do not apply to proposals submitted by shareholders for
inclusion in the Company&#146;s proxy statement in accordance with Rule&nbsp;14a-8.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The amendments revised the director and officer indemnification provisions to provide that
they constitute contract rights legally binding on the Company given in consideration for the
performance of services by the directors and officers. The amendments specify that these
indemnification rights vest immediately upon commencement of services by the director or officer.
Under the amendments, advancement of expenses to current and former directors and officers under
appropriate circumstances is mandatory, rather than discretionary. The amendments also clarify
that expenses may be advanced only upon receipt by the Company of an
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">undertaking by the director or officer to repay such amount if such person is found to not be
entitled to indemnification.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The description set forth above regarding the Company&#146;s amended and restated by-laws is
qualified in its entirety by reference to the full text of such amended and restated by-laws, a
copy of which is attached to this current report on Form 8-K as Exhibit&nbsp;3.1.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Amendment and Restatement of Certificate of Incorporation</U>. On December&nbsp;12, 2008, the
Board authorized an amendment of the Company&#146;s Certificate of Incorporation to eliminate the class
of Series&nbsp;2 Junior Participating Preferred Stock, par value $1.00 per share (the &#147;Series&nbsp;2
Preferred Stock&#148;), that had been authorized in connection with the Company&#146;s Rights Agreement,
dated as of July&nbsp;14, 1998 (the &#147;Rights Agreement&#148;), between the Company and Mellon Investor
Services LLC, f/k/a Chasemellon Shareholder Services, L.L.C. The Rights Agreement expired by its
terms on August&nbsp;14, 2008. The Board also authorized the restatement of the Company&#146;s Certificate
of Incorporation to reflect the elimination of the Series&nbsp;2 Preferred Stock. The amendment and
restatement of the Certificate of Incorporation were effective upon filing with the Secretary of
State of the State of New York on December&nbsp;17, 2008. The description set forth above regarding the
amendment and restatement of the Certificate of Incorporation is qualified in its entirety by
reference to the full text of the certificate of amendment and the restated certificate, copies of
which are attached to this current report on Form 8-K as Exhibits 3.2 and 3.3, respectively.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURE</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="left" style="border-bottom: 0px solid #000000">GATX CORPORATION

&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>


<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">
(Registrant)<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD align="left">&nbsp;</TD>

<TD colspan="3" style="border-bottom: 1px solid #000000" align="left">/s/Robert C. Lyons
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">Robert C. Lyons&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">Senior Vice President and<br>
Chief Financial Officer<br>
(Duly Authorized Officer)&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Date: December&nbsp;18, 2008
</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>EXHIBIT 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="6%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="72%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" colspan="1" 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="center" style="border-bottom: 1px solid #000000"><B>Method of Filing</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Bylaws of GATX Corporation
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Filed Electronically</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <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="left" valign="top">Certificate of Amendment to Certificate of Incorporation
of GATX Corporation
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Filed Electronically</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <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">3.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Restated Certificate of Incorporation
of GATX Corporation</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Filed Electronically</TD>
</TR>
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</TABLE>
</DIV>



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<TYPE>EX-3.1
<SEQUENCE>2
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;3.1</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>AMENDED AND RESTATED<BR>
BY-LAWS OF<BR>
GATX CORPORATION<BR></b>
</div>
<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><b>December&nbsp;12, 2008</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>ARTICLE I</B>

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>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 &#147;Corporation&#148;) 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 &#147;Board&#148;) 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 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 &#147;Certificate of Incorporation&#148;), 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
</DIV>

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



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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Nominations of persons for election to the Board and the proposal of other business to be
considered by the shareholders may be made at an annual meeting of shareholders only (i)&nbsp;if brought
before the meeting by the Corporation and specified in the Corporation&#146;s notice of meeting
delivered pursuant to Section&nbsp;4 of this Article&nbsp;I, (ii)&nbsp;if brought before the meeting by or at the
direction of the Board, or (iii)&nbsp;if brought before the meeting by a shareholder of the Corporation
who (A)&nbsp;was a shareholder of record (and, with respect to any beneficial owner, if different, on
whose behalf any nomination or proposal is made, only if such beneficial owner was the beneficial
owner of shares of capital stock of the Corporation) both at the time of giving of notice provided
for in this Section&nbsp;11 of this Article&nbsp;I, and at the time of the meeting, (B)&nbsp;is entitled to vote
at the meeting, and (C)&nbsp;has complied with this Section&nbsp;11 of this Article&nbsp;I as to such nominations
or other business. Except for proposals properly made in accordance with Rule&nbsp;14a-8 under the
Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so
amended and inclusive of such rules and regulations, the &#147;Exchange Act&#148;), and included in the
notice of meeting given by or at the direction of the Board, the foregoing clause (iii)&nbsp;shall be
the exclusive means for a shareholder to propose business to be considered or to propose any
nominations of persons for election to the Board at an annual meeting of the shareholders. Without
qualification, for any nominations of persons for election to the Board or other business to be
properly brought before an annual meeting by a shareholder, in each case, pursuant to the foregoing
clause (iii), the shareholder must (x)&nbsp;have given timely notice thereof in writing and in proper
form to the Secretary of the Corporation and (y)&nbsp;provide any updates or supplements to such notice
at the times and in the forms required by paragraph (d)&nbsp;of Section&nbsp;11 of this Article&nbsp;I. To be
timely, a shareholder&#146;s notice shall be delivered to, or mailed and received by, the Secretary of
the Corporation at the principal executive offices of the Corporation not less than ninety (90)
days nor more than one hundred twenty (120)&nbsp;days prior to the one-year anniversary of the prior
year&#146;s annual meeting of the Corporation; provided, however, that in the event the date of the
annual meeting is advanced by more than thirty (30)&nbsp;days, or delayed by more
</DIV>

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



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">than sixty (60)&nbsp;days, from such anniversary date, notice by the shareholder, to be timely, must be
so delivered, or mailed and received, not later than the close of business on the later of the
ninetieth (90<SUP style="font-size: 85%; vertical-align: text-top">th</SUP>) day prior to such annual meeting or the tenth (10<SUP style="font-size: 85%; vertical-align: text-top">th</SUP>) day
following the day on which public announcement of the date of such annual meeting is first made by
the Corporation. In no event shall any adjournment or the announcement thereof commence a new time
period (or extend any time period) for the giving of a shareholder&#146;s notice as described above.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;For purposes of this Section&nbsp;11 of this Article&nbsp;I, the term &#147;Proposing Person&#148; means (i)
the shareholder providing the notice of a proposed nomination or other business proposed to be
brought before a meeting, (ii)&nbsp;the beneficial owner or beneficial owners, if different, on whose
behalf the proposed nomination or other business proposed to be brought before a meeting is made,
and (iii)&nbsp;any affiliate or associate (for purposes of these By-laws, each within the meaning of
Rule&nbsp;12b-2 promulgated under the Exchange Act) of such shareholder or beneficial owner. To be in
proper form, a shareholder&#146;s notice (whether given pursuant to this paragraph (b)&nbsp;or paragraph (c)
of this Section&nbsp;11 of this Article&nbsp;I) shall set forth, as of the date of such notice:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">(i)&nbsp;as to each Proposing Person, (A)&nbsp;the name and address of such Proposing Person
(including, if applicable, the name and address that appear on the Corporation&#146;s books and
records), (B)&nbsp;the class or series and number of shares of the capital stock of the
Corporation that are, directly or indirectly, owned of record or beneficially (within the
meaning of Rule&nbsp;13d-3 under the Exchange Act) by such Proposing Person, except that such
Proposing Person shall in all events be deemed to beneficially own any shares of any class
or series of the capital stock of the Corporation as to which such Proposing Person has a
right to acquire beneficial ownership at any time in the future;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">(ii)&nbsp;as to each Proposing Person, (A)&nbsp;any derivative, swap or other transaction or series of
transactions engaged in, directly or indirectly, by such Proposing Person, the purpose or
effect of which is to give such Proposing Person economic risk similar to ownership of
shares of any class or series of the capital stock of the Corporation, including due to the
fact that the value of such derivative, swap or other transaction is determined by reference
to the price, value or volatility of any shares of any class or series of the capital stock
of the Corporation, or which derivative, swap or other transactions provide, directly or
indirectly, the opportunity to profit from any increase in the price or value of shares of
any class or series of the capital stock of the Corporation (&#147;Synthetic Equity Interests&#148;),
which such Synthetic Equity Interests shall be disclosed without regard to whether (x)&nbsp;such
derivative, swap or other transactions convey any voting rights in such shares to such
Proposing Person, (y)&nbsp;the derivative, swap or other transactions are required to be, or are
capable of being, settled through delivery of such shares or (z)&nbsp;such Proposing Person may
have entered into other transactions that hedge or mitigate the economic effect of such
derivative, swap or other transaction; (B)&nbsp;any proxy (other than a revocable proxy or
consent given in response to a solicitation made pursuant to, and in accordance with,
Section 14(a) of the Exchange Act by way of a solicitation statement filed on Schedule&nbsp;14A),
agreement, arrangement, understanding or relationship pursuant to which such Proposing
Person has or shares a right to vote any shares of any class or series of the capital stock
of the Corporation; (C)&nbsp;any agreement, arrangement, understanding or relationship, including
any repurchase or similar so-called &#147;stock borrowing&#148; agreement or arrangement, engaged in,
directly or indirectly, by such Proposing Person, the purpose or effect of which is to
mitigate loss to, reduce the economic risk (of ownership or otherwise) of shares of any
class or series of the capital stock of the Corporation by, manage the risk of share price
changes for, or increase or decrease the voting power of, such Proposing Person with respect
to the shares of any class or series of the capital stock of the Corporation, or which
provides, directly or indirectly, the opportunity to profit from any decrease in the price
or value of the shares of any class or series of the capital stock of the Corporation
(&#147;Short Interests&#148;); (D)&nbsp;any rights to dividends on the shares of any class or series of the
capital stock of the Corporation owned beneficially by such Proposing Person that are
separated or separable from the underlying shares of the Corporation; (E)&nbsp;any performance
related fees (other than an asset based fee) that such Proposing Person is entitled to based
on any increase or decrease in the price or value of shares of any class or series of the
capital stock of the Corporation, any Synthetic Equity Interests or Short Interests; and (F)
any other information relating to such Proposing Person that would be required to be
disclosed in a proxy statement or
</DIV>

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



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">other filing required to be made in connection with solicitations of proxies or consents by
such Proposing Person in support of the nomination for election of directors or the business
proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act (the
disclosures to be made pursuant to the foregoing clauses (A)&nbsp;through (F)&nbsp;are referred to as
&#147;Disclosable Interests&#148;); provided, however, that Disclosable Interests shall not include
any such disclosures with respect to the ordinary course business activities of any broker,
dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as
a result of being the shareholder of record directed to prepare and submit the information
required by this Section 11(b) of this Article&nbsp;I on behalf of a beneficial owner;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">(iii)&nbsp;as to each person, if any, whom the shareholder proposes to nominate for election or
reelection as a director, (A)&nbsp;all information with respect to such proposed nominee that
would be required to be set forth in a shareholder&#146;s notice pursuant to this Section 11(b)
of this Article&nbsp;I if such proposed nominee were a Proposing Person; (B)&nbsp;all information
relating to such proposed nominee that is required to be disclosed in a proxy statement or
other filings required to be made in connection with solicitations of proxies for election
of directors in a contested election pursuant to Section 14(a) under the Exchange Act
(including such proposed nominee&#146;s written consent to being named in the proxy statement as
a nominee and to serving as a director if elected); and (C)&nbsp;a description of all direct and
indirect compensation and other material monetary agreements, arrangements and
understandings during the past three years, and any other material relationships, between or
among any Proposing Person, on the one hand, and each proposed nominee and his or her
respective affiliates and associates, on the other hand, including, without limitation, all
information that would be required to be disclosed pursuant to Item&nbsp;404 under Regulation&nbsp;S-K
if such Proposing Person were the &#147;registrant&#148; for purposes of such rule and the proposed
nominee were a director or executive officer of such registrant; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">(iv)&nbsp;as to any business other than nominations for election of directors that a Proposing
Person proposes to bring before an annual meeting: (A)&nbsp;a reasonably brief description of the
business desired to be brought before the annual meeting, the reasons for conducting such
business at the annual meeting and any material interest in such business of any Proposing
Person; (B)&nbsp;the text of the proposal or business (including the text of any resolutions
proposed for consideration); and (C)&nbsp;a reasonably detailed description of all agreements,
arrangements and understandings (x)&nbsp;between or among any of the Proposing Persons and (y)
between or among any Proposing Person and any other record or beneficial owner of capital
stock of the Corporation (including their names) in connection with the proposal of such
business by such shareholder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Nominations of persons for election to the Board may be made at a special meeting of
shareholders at which directors are to be properly elected only (i)&nbsp;by or at the direction of the
Board or (ii)&nbsp;provided that the Board has determined that directors shall be elected at such
meeting, by any shareholder of the Corporation who (a)&nbsp;is a shareholder of record (and, with
respect to any beneficial owner, if different, on whose behalf any nomination or proposal is made,
only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the
time of giving of notice provided for in this By-law and at the time of the meeting, (b)&nbsp;is
entitled to vote at the meeting and (c)&nbsp;complied with the notice procedures set forth in this
By-law under this paragraph (c)&nbsp;and paragraph (b)&nbsp;of this Section&nbsp;11 of this Article&nbsp;I with respect
to nominations for election of directors. Without qualification, in order for a shareholder to
present any nominations of persons for election to the Board at such a special meeting, pursuant to
the foregoing clause (ii), the shareholder must (x)&nbsp;have given timely notice thereof in writing and
in proper form to the Secretary of the Corporation (which notice shall include disclosure of the
information that is required by the applicable provisions of paragraph (b)&nbsp;of this Section&nbsp;11 of
this Article&nbsp;I) and (y)&nbsp;provide any updates or supplements to such notice at the times and in the
forms required by paragraph (d)&nbsp;of Section&nbsp;11 of this Article&nbsp;I. To be timely, a shareholder&#146;s
notice required by paragraph (b)&nbsp;of this Section&nbsp;11 of this Article&nbsp;I shall be delivered to, or
mailed to and received by, the Secretary at the principal executive offices of the Corporation not
earlier than the one hundred twentieth (120<SUP style="font-size: 85%; vertical-align: text-top">th</SUP>) day prior to such special meeting and not
later than the close of business on the later of (x)&nbsp;the ninetieth (90<SUP style="font-size: 85%; vertical-align: text-top">th</SUP>) day prior to
such special meeting or (y)&nbsp;the tenth (10<SUP style="font-size: 85%; vertical-align: text-top">th</SUP>) day following the day on which public
announcement is first made of the date of the special meeting and of the nominees proposed by the
Board to be elected at such meeting. In no event shall any adjournment a special meeting or the
</DIV>

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



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">announcement thereof commence a new time period (or extend any time period) for the giving of a
shareholder&#146;s notice as described above. Shareholders shall not be permitted to propose business
to be considered by the shareholders at a special meeting. Business transacted at a special
meeting of shareholders shall be confined to the purposes stated in the call and notice thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;A shareholder providing notice of a proposed nomination for election to the Board or other
business proposed to be brought before a meeting (whether given pursuant to paragraphs (b)&nbsp;or (c)
of Section&nbsp;11 of this Article&nbsp;I) shall further update and supplement such notice, if necessary, so
that the information provided or required to be provided in such notice shall be true and correct
as of the record date for the meeting and as of the date that is ten (10)&nbsp;business days prior to
the meeting or any adjournment or postponement thereof, and such update and supplement shall be
delivered to, or mailed to and received by, the Secretary at the principal executive offices of the
Corporation not later than five (5)&nbsp;business days after the record date for the meeting (in the
case of the update and supplement required to be made as of the record date), and not later than
eight (8)&nbsp;business days prior to the date for the meeting, or, if not practicable, on the first
practicable date prior to such meeting and/or to which it is adjourned or postponed (in the case of
the update and supplement required to be made as of ten (10)&nbsp;business days prior to the meeting or
any adjournment or postponement thereof). The Corporation may also require any proposed nominee
for election to the Board to furnish such other information (i)&nbsp;as may be reasonably required for
the Corporation to determine the eligibility of such proposed nominee to serve as an independent
director of the Corporation in accordance with the Corporation&#146;s Corporate Governance Guidelines as
then in effect or (ii)&nbsp;that could be material to a reasonable shareholder&#146;s understanding of the
independence, or lack thereof, of such proposed nominee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Notwithstanding anything in Section 11(a) of this Article&nbsp;I to the contrary, in the event
that the number of directors to be elected to the Board is increased and there is no public
announcement by the Corporation naming all of the nominees for director or specifying the size of
the increased Board made by the Corporation at least ten (10)&nbsp;days before the last day a
shareholder could otherwise deliver a notice of nomination in accordance with Section 11(a) of this
Article&nbsp;I, a shareholder&#146;s notice required by this Section&nbsp;11 of this Article&nbsp;I shall also be
considered timely, but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to, or mailed and received by, the Secretary at the principal
executive offices of the Corporation not later than the close of business on the tenth
(10<SUP style="font-size: 85%; vertical-align: text-top">th</SUP>) day following the day on which such public announcement is first made by the
Corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;For purposes of this By-law, &#147;public announcement&#148; shall mean disclosure in a press
release reported by the Dow Jones New 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 Sections&nbsp;13, 14 or 15(d) of the Exchange Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;Notwithstanding compliance with the foregoing requirements of this By-law, 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. If any proposed nomination or business
is not in compliance with this By-law, the presiding officer of the meeting shall have the power
and duty to determine whether such nomination or business was made in compliance with this By-law
and, if such nomination or business is determined not to have been properly made, to declare that
such nomination or proposal has not been properly brought before the meeting and will be
disregarded and declared to be out of order.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;Notwithstanding the foregoing provisions of this By-law, a shareholder shall also comply
with all applicable requirements of the Exchange Act with respect to the matters set forth in this
By-law. This By-law is expressly intended to apply to any business proposed to be brought before a
meeting of shareholders other than any proposal made pursuant to Rule&nbsp;14a-8 under the Exchange Act.
In the case of proposals made pursuant to Rule&nbsp;14a-8 under the Exchange Act, this By-law shall not
be deemed to affect any rights of shareholders to request inclusion of proposals in the
Corporation&#146;s proxy statement pursuant to Rule&nbsp;14a-8. In the event of any conflict between this
By-law and the provisions of Rule&nbsp;14a-8 under the Exchange Act in the circumstance of a shareholder
proposal made pursuant to such Rule&nbsp;14a-8, the provisions of Rule&nbsp;14a-8 shall control.
</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 II</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>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 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 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
</DIV>

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



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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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 action or proceeding, or any appeal therein, and the Corporation shall 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 upon receipt of an undertaking by or on
behalf of such person to repay such amount consistent with provisions of applicable law, including
Section 725(a) of the New York Business Corporation Law, as amended.
</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
upon receipt of an undertaking by or on behalf of such person to repay such amount consistent with
provisions of applicable law.
</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 (30)
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 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;(d)&nbsp;The provisions of this Section&nbsp;11 of this Article&nbsp;II shall constitute a contract between
the Corporation, on the one hand, and, on the other hand, each individual who serves or has served
as a
</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">director or officer of the Corporation (whether before or after the adoption of this By-law), in
consideration of such person&#146;s performance of services for the Corporation, and pursuant to this
Section&nbsp;11 of this Article&nbsp;II the Corporation intends to be legally bound to each such current or
former director or officer of the Corporation. With respect to current and former directors or
officers of the Corporation, the rights conferred under this Section&nbsp;11 of this Article&nbsp;II are
present contractual rights and such rights are fully vested, and shall be deemed to have vested
fully, immediately upon adoption of this By-law. With respect to any directors or officers of the
Corporation who commence service following adoption of this By-law, the rights conferred under this
provision shall be present contractual rights and such rights shall fully vest, and be deemed to
have vested fully, immediately upon such director or officer commencing service as a director or
officer of the Corporation. Neither amendment nor repeal nor modification of any provision of this
Section&nbsp;11 of this Article&nbsp;II nor the adoption of any provision of the Certificate of Incorporation
or By-laws of the Corporation inconsistent with this Section&nbsp;11 of this Article&nbsp;II shall eliminate
or reduce the effect of this Section&nbsp;11 of this Article&nbsp;II in respect of any act or omission
occurring, or any cause of action or claim that accrues or arises or any state of facts existing,
at the time of or before such amendment, repeal, modification or adoption of an inconsistent
provision (even in the case of a proceeding based on such a state of facts that is commenced after
such time). The rights to indemnification and to advancement of expenses provided by, or granted
pursuant to, this Section&nbsp;11 of this Article&nbsp;II shall continue notwithstanding that the person has
ceased to be a director or officer of the Corporation and shall inure to the benefit of the estate,
heirs, executors, administrators, legatees and distributes of such person. For purposes of this
Section&nbsp;11 of this Article&nbsp;II, &#147;director or officer of the Corporation&#148; includes any person who,
while a director or officer of the Corporation, is or was serving at the request of the Corporation
as a director, officer, employee, agent or manager of another corporation or of a partnership,
limited liability company, joint venture, trust, enterprise or nonprofit entity, including service
with respect to employee benefit plans.
</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</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>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 (three members
if any of the members comprising the quorum is not a U.S. citizen) of such Designated Committee,
whichever shall be greater, shall be necessary to 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. Committee Procedure. </B>Each Designated Committee shall meet at the times and places
</DIV>

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



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">determined in accordance with the procedures set forth in the committee&#146;s charter or as such
committee shall otherwise establish. The Board by resolution or resolutions shall establish the
charter of each Designated Committee, which shall set forth the rules of procedure to be followed
by such committee, including a requirement that such committee keep regular minutes of its
proceedings and deliver to the Secretary the same.
</DIV>

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


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>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 (which
office may be held by the Chief Executive Officer), a Chief Executive Officer, a President (which
office may be held by the Chief Executive Officer), 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 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 President shall have
</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">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 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</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>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
</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">Chairman of the Board, any Vice-Chairman of the Board, the President, 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>

<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</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>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 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
</DIV>

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



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">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, 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</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>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</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>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>

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


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>WAIVER OF NOTICE</B>

</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->12<!-- /Folio -->
</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;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</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>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</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>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>


<P align="center" style="font-size: 10pt"><!-- Folio -->13<!-- /Folio -->
</DIV>




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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>3
<FILENAME>c48292exv3w2.htm
<DESCRIPTION>EX-3.2
<TEXT>
<HTML>
<HEAD>
<TITLE>exv3w2</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;3.2</B>
</DIV>


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


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><B>TO THE CERTIFICATE OF INCORPORATION</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><B>of</B>
</DIV>


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


<DIV align="center" style="font-size: 10pt; margin-top: 6pt">(Under Section&nbsp;805 of the Business Corporation Law)
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned, Deborah A. Golden, Sr. Vice President, General Counsel and Secretary of GATX
Corporation, a New York corporation (the &#147;<I>Corporation</I>&#148;), hereby certifies as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1. The name of the Corporation is GATX CORPORATION. The name under which the Corporation was
formed is General American Tank Car Corporation.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;The original Certificate of Incorporation was filed by the Department of State on July&nbsp;15,
1916.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;The amendment of the certificate of incorporation effected by this certificate of amendment
is to eliminate the series of preferred shares, par value $1.00 per share, of the Corporation
entitled the &#147;Series&nbsp;2 Junior Participating Preferred Stock&#148;, none of which shares of such series
are outstanding and none of which shares of such series will be issued subject to the certificate
of incorporation. This certificate of amendment constitutes a series elimination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;When this certificate of amendment becomes accepted for filing, it shall have the effect of
eliminating from the certificate of incorporation all matters set forth therein with respect to the
Series&nbsp;A Junior Participating Preferred Stock. In furtherance thereof, Article&nbsp;THIRD.F of the
certificate of incorporation, relating to the Series&nbsp;2 Junior Participating Preferred Stock, is
hereby stricken out in its entirety, without substituting a new Article in lieu thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;Following the elimination of the 120,000 shares of Series&nbsp;2 Junior Participating Preferred
Stock, the Board of Directors of the Corporation shall be authorized to issue 5,000,000 preferred
shares, par value $1.00 per share, under Article&nbsp;THIRD of the certificate of incorporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;The Board of Directors of the Corporation authorized the amendment of the certificate of
incorporation under the authority vested in said Board under the provisions of the certificate of
incorporation and of Section&nbsp;502 of the Business Corporation Law.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the undersigned have subscribed this Certificate of Amendment to the
Certificate of Incorporation of the Corporation and affirm the statements herein contained as true
under penalties of perjury this 16<SUP style="font-size: 85%; vertical-align: text-top">th</SUP> day of December, 2008.
</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="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" style="border-bottom: 1px solid #000000" align="left">     /s/ Deborah A. Golden
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">Deborah A. Golden&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">Sr. Vice President, General Counsel<br>
and Secretary&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>


<P align="center" style="font-size: 10pt"><!-- Folio -->2<!-- /Folio -->
</DIV>



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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.3
<SEQUENCE>4
<FILENAME>c48292exv3w3.htm
<DESCRIPTION>EX-3.3
<TEXT>
<HTML>
<HEAD>
<TITLE>exv3w3</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;3.3</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">RESTATED CERTIFICATE OF INCORPORATION<BR>
OF<BR>
GATX CORPORATION
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">Under Section&nbsp;807 of the Business Corporation Law

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We, the undersigned, Deborah A. Golden and Lisa M. Ibarra, being respectively, Senior Vice
President, General Counsel and Secretary and an Assistant Secretary of GATX Corporation, hereby
certify:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;The name of the corporation is GATX Corporation. The name under which the corporation was
formed is General American Tank Car Corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;The Certificate of Incorporation of the corporation was filed with the Department of State
on July&nbsp;5, 1916.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;The text of the Certificate of Incorporation, as amended heretofore, is hereby restated
without further amendments or changes to read as herein set forth in full:
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">CERTIFICATE OF INCORPORATION<BR>
OF<BR>
GATX CORPORATION
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;FIRST: The name of the corporation is GATX Corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECOND: The purposes for which it is formed are as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;To manufacture, build, construct, fabricate, compound, assemble, rebuild, reconstruct,
repair, or otherwise produce or maintain, to design, invent, improve, or otherwise create and
develop, to purchase, lease, or otherwise acquire, to own, occupy, maintain, possess, or otherwise
hold, to use, invest in, trade in, deal in and deal with, to sell, lease, furnish, operate,
mortgage, pledge, convey, assign, transfer, or otherwise distribute, realize upon or dispose of
railroad cars and rolling stock of any kind, character or nature whatsoever, automobiles, motor
coaches, motor busses, trucks, tractors, vans, trailers, and other vehicles of any kind, character
or nature whatsoever, airplanes, airships, dirigibles, balloons, helicopters, gliders, tow planes,
sail planes, and other aircraft of any kind, character or nature whatsoever, whether heavier or
lighter than air, boats, ships, vessels and other water craft of any kind, character or nature
whatsoever, and every other means, vehicles and devices of any kind, character or nature whatsoever
of or for transportation and navigation upon, over, in or through land, water or air, and any and
all parts thereof and materials therefor, including machinery, engines, machines, motors,
equipment, appliances, instruments, devices, supplies, tools and accessories of every kind,
character or nature whatsoever, relating to or used or useful in connection with transportation or
navigation, or relating to or used or useful in connection with any means, vehicles and devices of
transportation or navigation upon, over, in or through land, water or air, but not to operate a
railroad.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</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.&nbsp;To manufacture, build, construct, fabricate, forge, form, compound, assemble, rebuild,
reconstruct, repair, or otherwise produce or maintain, to design, invent, improve, or otherwise
create and develop, to purchase, lease, or otherwise acquire, to own, possess, or otherwise hold,
to use, operate, invest in, trade in, deal in and with, to sell, lease, mortgage, pledge, convey,
assign, transfer, or otherwise distribute, realize upon or dispose of machinery, engines, machines,
motors, equipment, appliances, instruments, devices, supplies, tools, and machine and machinery
accessories, of any kind, character or nature whatsoever.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;To manufacture, construct, erect, design, assemble and install, to purchase, lease or
otherwise acquire, to repair, alter, change, service, use and operate, to sell, handle, distribute,
lease, market, or otherwise dispose of, to contract for and license the sale, purchase and use of,
and generally to trade and deal in and with, warm or cold air conditioning, air changing,
precooling, icing, freezing and refrigerating fixtures, machines, apparatus, machinery, appliances,
devices and equipment of every kind and description, and refrigerators, heaters, ventilators,
coolers and apparatus, fixtures, machines, appliances, machinery, devices and equipment of all
kinds for cooling, precooling, refrigerating, ventilating, heating and regulating temperatures in
railroad and other cars, vehicles of all kinds, warehouses, storage plants, buildings, structures,
and enclosed spaces of every kind and character.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;To manufacture, produce, cut, purchase or otherwise acquire, store, sell, handle,
distribute, and generally deal in and with natural and/or artificial ice for any and all purposes;
and to furnish refrigeration and cold storage services and facilities of all kinds.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.&nbsp;To engage in, conduct and carry on the business of refrigerating, ventilating, heating,
mechanical and/or electrical contractors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;F.&nbsp;To manufacture, build, construct, fabricate, compound, assemble, rebuild, reconstruct,
repair, or otherwise produce or maintain, to design, invent, improve, or otherwise create and
develop, to purchase, lease, or otherwise acquire, to own, possess, or otherwise hold, to use,
operate, invest in, trade in, deal in and with, to sell, lease, mortgage, pledge, convey, assign,
transfer, or otherwise distribute, realize upon or dispose of plastics of any kind, character or
nature whatsoever, and all materials of any kind, character or nature whatsoever, commonly known as
plastics, including bitumens and caseins, cellulose, and natural and synthetic resins, and all
other similar materials, products and by-products, and all articles and products made from or
composed, in whole or in part, of plastics or plastic materials.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;G.&nbsp;To manufacture, fabricate, compound, or otherwise produce, to design, invent, improve, or
otherwise create and develop, to purchase, lease, or otherwise acquire, to own, possess, or
otherwise hold, to use, operate, invest in, trade in, deal in and deal with, to sell, lease,
mortgage, pledge, convey, assign, transfer, or otherwise distribute, realize upon or dispose of all
textiles and fabrics of any kind, character or nature whatsoever, and all materials of any kind,
character or nature whatsoever, commonly known as textiles or fabrics and all other similar
materials, products and by-products and all articles and products made from or composed, in whole
or in part, of textiles, fabrics or textile or fabric materials.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;H. To build, make, erect, construct, rebuild, reconstruct, assemble, purchase, lease or
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->2<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">otherwise acquire, to own, occupy, establish, maintain, operate, improve or otherwise hold or
use, to invest in, trade in, deal in, deal with, sell, lease, mortgage, pledge, convey, assign,
transfer, or otherwise realize upon or dispose of warehouses, storage tanks, buildings, docks,
wharves, water craft, freight terminals and freight terminal facilities, piers, terminal warehouses
and storage tanks, terminal ways and terminal stations, and other adjunct facilities and equipment,
incident or related to, or necessary, useful, suitable or advisable in connection with the storage
or warehousing of personal property of any kind, character or nature.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;I.&nbsp;To lease, furnish and operate airplanes, airships, dirigibles, gliders, tow planes, sail
planes, and other aircraft of any kind, character or nature whatsoever, to carry and to transport
persons, animals, mail, chattels, merchandise, freight and all other property of any kind,
character or nature whatsoever by airplanes, airships, dirigibles, balloons, helicopters, gliders,
tow planes, sail planes, and other aircraft of any kind, character or nature whatsoever, whether
heavier or lighter than air, and to establish, maintain, conduct and operate air lines and other
transport service for the transportation of passengers, mail, merchandise, freight and all other
property of any kind, character or nature whatsoever by air, including transportation by other
means on land or water between flying fields, stations and terminals, suitable or incident to, or
necessary, or used or useful in the carrying on of a general airborne passenger and freight
transportation business.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;J.&nbsp;To operate, wholly outside the State of New York, automobiles, motor coaches, motor busses,
trucks, tractors, vans, trailers, and other motor propelled or motor drawn land vehicles of any
kind, character or nature whatsoever, to carry and transport, wholly outside the State of New York,
persons, animals, mail, chattels, merchandise, freight and all other property of any kind,
character or nature whatsoever by automobiles, motor coaches, motor busses, trucks, tractors, vans,
trailers, and other vehicles of any kind, character or nature whatsoever, and to establish,
maintain, conduct and operate, wholly outside the State of New York, automobile, motor coach, motor
bus, truck, van and trailer lines and other transport service for the transportation of passengers,
mail, merchandise, freight and all other property of any kind, character or nature by vehicles of
any kind, character or nature whatsoever, including transportation by other means on land, water or
air between stations, terminals, fields and garages, suitable or incident to, or necessary, or used
or useful in the carrying on of a general automotive passenger and freight transportation business.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;K.&nbsp;To build, make, erect, construct, rebuild, reconstruct, assemble, purchase, lease or
otherwise acquire, to own, possess, occupy, establish, maintain, operate, improve or otherwise hold
or use, to invest in, trade in, deal in, deal with, sell, lease, mortgage, pledge, convey, assign,
transfer, or otherwise realize upon or dispose of buildings, plants, factories, foundries, service
stations, structures, laboratories, machine shops, mills, warehouses, offices, houses, works,
terminals, garages, depots, docks, wharves, airports, hangars, flying fields and other facilities
and equipment and all other property and things of whatsoever kind, character or nature, real,
personal or mixed, tangible or intangible, incident or related to, or necessary, useful, suitable
or advisable in connection with any of the business, objects or purposes of this corporation, in
the State of New York and in any of the states, territories, colonies, federal districts, mandates,
or protectorates of the United States of America and in any and all foreign states or countries.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->3<!-- /Folio -->
</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;L.&nbsp;To manufacture, purchase, lease, or otherwise acquire, to own, occupy, maintain, possess or
otherwise hold, to sell, lease, mortgage, pledge, convey, assign, transfer, or otherwise realize
upon or dispose of, to invest in, trade in, use, operate and generally to deal in and with goods,
wares and merchandise and real and personal property of any kind, character, nature, class and
description and any interests or rights therein or in respect thereto.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;M.&nbsp;To apply for, obtain, register, purchase, acquire, hold, use, manufacture under, own,
operate, develop, exploit, and to sell, grant, assign, transfer, lease, convey, mortgage, pledge,
or otherwise realize upon or dispose of, letters patent of the United States of America or of any
foreign country, and any and all patent rights, patent applications, licenses, assignments,
privileges, processes, inventions, devices, improvements, formulae, designs, copyrights,
trademarks, trade names, trade rights, and any and all rights, territorial or otherwise,
thereunder, and any and all interest in or in respect to any of them relating to, or useful in
connection with, any of the objects or purposes of the corporation; and to use, exercise,
experiment upon, compound, test and develop the value or usefulness of, grant licenses in respect
of, or otherwise turn to account any patent, invention, process, contrivance, device, trademark,
trade name, trade right, license, formula or design acquired or useful for the purposes, objects or
business of the corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;N.&nbsp;Subject to the restrictions or limitations imposed by law, to purchase or otherwise
acquire, hold, own, sell, assign, transfer, mortgage, pledge, exchange, or otherwise dispose of
shares of the capital stock, bonds, obligations and other securities and evidences of indebtedness
of other corporations, domestic or foreign, and the good will, rights, assets and property of any
and every kind, or any part thereof, of any person, firm, association or corporation, domestic or
foreign, and if desirable, to issue in exchange or payment therefor, stock, bonds, debentures, or
other obligations of this corporation, and to undertake or assume the whole or any part of the
obligations or liabilities of any person, firm, association or corporation, domestic or foreign,
and while the owner of shares of the capital stock, bonds, obligations and other securities and
evidences of indebtedness of other corporations, to exercise all the rights, powers and privileges
of ownership, including the power to vote thereunder; and for any and all lawful purposes in the
course of the transaction of the business and affairs of this corporation, to acquire real and
personal property, rights and interests of every nature and description.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;O.&nbsp;To make any guaranty respecting dividends, shares of stock, bonds, debentures, contracts,
notes or other obligations or evidences of indebtedness to the extent that such power may be
exercised by corporations under the Business Corporation Law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;P.&nbsp;To issue shares of capital stock, and notes, bonds, debentures, equipment trust
certificates or other obligations or evidences of indebtedness of this corporation in payment for
property purchased or otherwise acquired by the corporation or for any of the objects or purposes
of the corporation and, if desirable, to secure the same by mortgage, pledge, deed of trust, or
otherwise.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Q.&nbsp;Subject to the restrictions or limitations imposed by law, to issue, to purchase or
otherwise acquire, to hold, sell, pledge, transfer or otherwise dispose of, and to reduce or retire
shares of its own capital stock.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->4<!-- /Folio -->
</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;R.&nbsp;To have one or more offices, to carry on all or any of its operations and business and
without restriction and limit as to amount, to purchase, or otherwise acquire, own, hold, mortgage,
sell, convey or otherwise dispose of real and personal property of every class and description in
any of the states, territories, federal districts, mandates, or protectorates of the United States
of America and in any and all foreign states and countries subject to the laws of said states,
territories, districts, mandates, protectorates or foreign states or countries.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;S.&nbsp;The business or purpose of the corporation is from time to time to do any one or more of
the acts or things herein set forth, and it may conduct such business and all of its branches, or
any part thereof, within the State of New York, except as limited herein, and outside the State of
New York and in any other states, territories, federal districts, mandates, and protectorates of
the United States of America, and in any and all foreign states and countries.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;T.&nbsp;To do all and everything necessary, suitable and proper for the accomplishment of any of
the purposes, or the attainment of any of the objects, or the furtherance of any of the powers
hereinbefore set forth, either alone or associated with other corporations, firms or individuals,
and to do any other act or acts, thing or things, incidental or pertaining to or growing out of or
connected with the aforesaid businesses, purposes, objects or powers, or any part or parts thereof,
provided the same be not inconsistent with the laws of New York applicable thereto; to engage in
any business of whatever kind, character or nature which corporations organized under and pursuant
to the Business Corporation Law of the State of New York may lawfully engage in, and to have and
exercise all of the powers conferred upon it by the laws of New York applicable to this
corporation, and to do any and all of the things hereinabove set forth to the same extent as
natural persons might or could do.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;U.&nbsp;The foregoing clauses shall be construed both as objects and powers, and the matters
expressed in each clause shall, except as otherwise expressly provided, be in no wise limited by
reference to or inference from the terms of any other clause, or by reason of its relative position
herein; nor shall the expression of one thing be deemed to exclude another, although it be of like
nature, not expressed; and the matters expressed in each clause shall be regarded as independent
objects and powers, and the enumeration of specific objects and powers shall not be construed to
limit or restrict in any manner the meaning of general terms or the objects or powers, general or
specific, of this corporation, but it shall be held to be in the furtherance of and in addition to
the other objects and powers enumerated herein and to the other powers conferred by the Amended
Certificate of Incorporation of this corporation, and by the laws of the State of New York upon
corporations organized under the provisions of the Business Corporation Law; provided, however,
that nothing herein contained shall be construed to authorize this corporation to engage in the
business of a moneyed corporation or of any corporation which may only be formed under or pursuant
to the Banking Law, the Insurance Law, the Railroad Law, or the Transportation Corporation Law of
the State of New York.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">THIRD: The aggregate number of shares which the corporation shall have authority to issue is
120,000,000 shares of Common Stock, of the par value of 62-1/2&#162; each, and 5,000,000 shares
of Preferred Stock, of the par value of $1 each.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">The Preferred Stock shall be issued in one or more series. The Board of Directors is
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">hereby authorized to cause the shares of Preferred Stock to be issued in one or more series
and to fix before issuance the number of shares to be included in any series and the designation,
relative rights, preferences and limitations of all shares of such series. No holder of any share
or shares of any series of the Preferred Stock of the corporation shall have any right to purchase
or subscribe to any shares of any class of stock of the corporation issued or sold, whether now or
hereafter authorized, or to any obligations convertible into, or exchangeable for, shares of stock
of the corporation of any class, issued or sold, or to any stock of the corporation purchased by
the corporation or by its nominee or nominees. The authority of the Board of Directors with respect
to each series shall include, without limitation thereof, the determination of all of the
following, and the shares of each series may vary from the shares of any other series in any and
all of the following respects:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;The number of shares constituting such series, and the designation thereof to distinguish
the shares of such series from the shares of all other series;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;The annual dividend rate on the shares of such series, whether such dividends are payable
in installments and whether such dividends shall be cumulative and, if cumulative, the date from
which dividends shall accumulate;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;The preference, if any, of the shares of such series in the event of any voluntary or
involuntary liquidation or dissolution of the corporation;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;The voting rights, if any, of the shares of such series, in addition to the voting rights
prescribed by law, and the terms and conditions of exercise of any such voting rights;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5)&nbsp;The redemption price or prices, if any, of the shares of such series, and the terms and
conditions of any such redemption;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(6)&nbsp;The right, if any, of the shares of such series to be converted into shares of any other
series or class, and the terms and conditions of any such conversion; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(7)&nbsp;Any other relative rights, preferences and limitations of the shares of such series.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIRD. A: There is hereby established a series of the corporation&#146;s authorized shares of
Preferred Stock of the par value of $1 each (&#147;Preferred Stock&#148;), and the authorized number of
shares of that series, the designation, relative rights, preferences and limitations thereof are as
follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;The series of Preferred Stock established hereby shall be &#147;$2.50 Cumulative Convertible
Preferred Stock&#148; (hereinafter called the &#147;$2.50 Preferred&#148;) and the authorized number of shares of
$2.50 Preferred shall be 695,443 shares.
</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;2.&nbsp;The holders of the $2.50 Preferred shall be entitled to receive, out of the surplus of the
corporation legally available for dividends, when and as declared by the Board of Directors,
dividends at the per annum rate of $2.50, and no more, payable quarterly on the first day of March,
June, September and December (each such day being hereinafter called a dividend date and each
quarterly period ending on the day preceding a dividend date being hereinafter called a dividend
period), in each case from the date of cumulation, as hereinafter defined in Section&nbsp;4 (provided,
however, that, if the date of cumulation shall be a date less than thirty (30)&nbsp;days prior to a
dividend date, the dividend that would otherwise be payable on such dividend date will be payable
on the next succeeding dividend date). Such dividends upon the $2.50 Preferred shall be cumulative
(whether or not in any dividend period or periods there shall be surplus of the corporation legally
available for the payment of such dividends). If at any time dividends upon the $2.50 Preferred
from the date of cumulation to the end of the last preceding dividend period shall not have been
paid (or deemed to have been paid pursuant to Section&nbsp;4 hereof), or shall not have been declared
and a sum sufficient for the payment thereof shall not have been set apart for such payment, the
amount of the deficiency shall be fully paid, but without interest, or dividends in such amount
declared and a sum sufficient for the payment thereof set apart for such payment, before any sum or
sums shall be set aside for the purchase or redemption of the $2.50 Preferred or any other series
of Preferred Stock established by the corporation and before any dividend shall be declared or paid
upon or set apart for, any other distribution shall be ordered or made in respect of, or any
payment shall be made on account of the purchase of, the Common Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;The $2.50 Preferred shall be preferred over the Common Stock as to assets in the event of
any liquidation or dissolution or winding up of the corporation, and in that event the holders of
the $2.50 Preferred shall be entitled to receive for every share of their holdings of $2.50
Preferred, out of the assets of the corporation available for distribution to its shareholders,
before any distribution of the assets shall be made to the holders of the Common Stock, an amount
equal to $60 per share of $2.50 Preferred, plus an amount equal to the difference, if any, between
(i) $2.50 per share per annum (with a proportionate amount for any portion of a year) from the date
of cumulation to the date fixed as the date of liquidation, dissolution or winding up and (ii)&nbsp;the
sum of the dividends paid, duly set aside, or deemed to have been paid pursuant to Section&nbsp;4
hereof, for payment on a share of such $2.50 Preferred from the date of cumulation to the date of
liquidation, dissolution or winding up. If upon any liquidation or dissolution or winding up of the
corporation the amounts payable on or with respect to the $2.50 Preferred are not paid in full, the
holders of shares of the $2.50 Preferred shall share ratably with the holders of all series of
Preferred Stock then outstanding in any distribution of assets according to the respective amounts
which would be payable in respect of the shares held by them upon such distribution if all amounts
payable on or with respect to the $2.50 Preferred and all other series of Preferred Stock then
outstanding were to be paid in full.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;The term &#147;date of cumulation&#148; as used herein with reference to the $2.50 Preferred shall be
deemed to mean the date on which a share of the $2.50 Preferred is first issued; however, in the
event of the issue of additional shares of the $2.50 Preferred, all dividends paid on the $2.50
Preferred prior to the issue of such additional shares, and all dividends declared and payable to
holders of record of the $2.50 Preferred on any date prior to the issue of such additional shares,
shall be deemed to have been paid on such additional shares.
</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;5.&nbsp;The $2.50 Preferred, or any part thereof, outstanding after the fifth anniversary of the
date of cumulation may be redeemed by the corporation, at its election expressed by resolution of
the Board of Directors, upon not less than thirty (30)&nbsp;days nor more than sixty (60)&nbsp;days previous
notice to the holders of record of the $2.50 Preferred to be redeemed, given by mail or by
publication in such manner as may be prescribed by resolution of the Board of Directors, at the
redemption price of $63 per share; provided, however, that the $2.50 Preferred may be redeemed only
after full cumulative dividends on the $2.50 Preferred and on any other series of Preferred Stock
entitled to cumulative dividends then outstanding shall have been paid for all past dividend
periods, and after or concurrently with making payment of, or declaring and setting apart for
payment, full dividends on the $2.50 Preferred and on any other series of Preferred Stock entitled
to cumulative dividends then outstanding (except the shares of the $2.50 Preferred and of any other
series of Preferred Stock to be redeemed) to the end of the applicable current dividend periods. If
less than all the outstanding $2.50 Preferred is to be redeemed, the redemption may be made either
by lot or pro rata or in such fair and equitable other manner as may be prescribed by resolution of
the Board of Directors. From and after the date fixed in any such notice as the date of redemption
of the $2.50 Preferred (unless default shall be made by the corporation in providing moneys for the
payment of the redemption price pursuant to such notice), or, if the corporation shall so elect,
from and after a date (hereinafter called the date of deposit), prior to the date fixed as the date
of redemption but not less than 30&nbsp;days after the date of the notice of redemption, on which the
corporation shall provide money for the payment of the redemption price by depositing the amount
thereof for account of the holders of the $2.50 Preferred entitled thereto with a bank or trust
company doing business in the Borough of Manhattan, in the City of New York, and having a capital
and surplus of at least ten million dollars ($10,000,000) pursuant to notice of such election
included in the notice of redemption specifying the date on which such deposit will be made, all
dividends on the $2.50 Preferred called for redemption shall cease to accrue and all rights of the
holders thereof as shareholders of the Corporation, except the right to receive the redemption
price as herein provided, shall thereupon terminate. After the deposit of such amount with such
bank or trust company, the respective holders of record of the $2.50 Preferred to be redeemed shall
be entitled to receive the redemption price at any time upon actual delivery to such bank or trust
company of certificates for the number of shares to be redeemed, duly endorsed in blank or
accompanied by proper instruments of assignment and transfer thereof duly endorsed in blank. Any
moneys so deposited which shall remain unclaimed by the holders of such $2.50 Preferred at the end
of six (6)&nbsp;years after the redemption date, together with any interest thereon which shall be
allowed by the bank or trust company with which the deposit shall have been made, shall be paid by
such bank or trust company to the corporation. Shares of $2.50 Preferred redeemed pursuant to the
provisions of this Section shall have the status of authorized but unissued Preferred Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Shares of the $2.50 Preferred shall not be entitled to the benefit of any sinking fund or
purchase fund for redemption or purchase of such shares.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6. (a)&nbsp;Shares of the $2.50 Preferred shall be convertible at the option of the holders thereof
at any time at the office or agency maintained by the corporation in the Borough of Manhattan, the
City of New York, for that purpose and at such other place or places, if any, as the Board of
Directors may determine, into fully paid and nonassessable shares (calculated to the nearest 1/100
of a share) of the Common Stock at the rate of 1.25 shares of the Common Stock
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">for each share of the $2.50 Preferred; provided, however, that in the case of a redemption of
any shares of the $2.50 Preferred, such right of conversion shall cease and terminate, as to the
shares duly called for redemption, at the close of business on the last business day prior to the
earlier of the date fixed for redemption or the date of deposit specified in Section&nbsp;5, unless
default shall be made in the payment of the redemption price or the making of such deposit. Upon
conversion, the corporation shall make no payment or adjustment on account of dividends accrued or
in arrears on the $2.50 Preferred surrendered for conversion.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The number of shares of the Common Stock and the number of shares of other classes of the
corporation, if any, into which each share of the $2.50 Preferred is convertible shall be subject
to adjustment from time to time only as follows:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;In case the corporation shall (1)&nbsp;declare a dividend payable in shares of the Common
Stock, (2)&nbsp;subdivide the outstanding shares of the Common Stock, (3)&nbsp;combine the outstanding shares
of the Common Stock into a smaller number of shares or (4)&nbsp;issue by reclassification of the Common
Stock any shares of the corporation, each holder of the $2.50 Preferred shall thereafter be
entitled, upon the conversion of each share thereof held by him, to receive for each such share the
number of shares of the corporation which he would have owned or have been entitled to receive had
such share of the $2.50 Preferred been converted immediately prior to the occurrence of the
applicable event above described, such adjustment to become effective immediately after the opening
of business on the day next following the record date, if a record is taken in connection with the
applicable event, or, if no such record is taken, on the day next following the date upon which
such dividend, subdivision, combination or reclassification shall become effective.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;In case of any consolidation of the corporation with, or merger of the corporation into
another corporation, or in case of any sale or conveyance to another corporation of all or
substantially all the property of the corporation, each holder of the $2.50 Preferred then
outstanding and thereafter remaining outstanding shall have the right thereafter to convert each
share of $2.50 Preferred held by him into the kind and amount of shares of stock, other securities,
cash and property receivable upon such consolidation, merger, sale or conveyance by a holder of the
number of shares of Common Stock into which such share of $2.50 Preferred might have been converted
immediately prior to such consolidation, merger, sale or conveyance, and shall have no other
conversion rights; in any such event, the resulting or surviving corporation shall expressly assume
the obligation to deliver, upon the exercise of the conversion privilege, such shares, other
securities, cash or property as the holders of the shares of the $2.50 Preferred remaining
outstanding shall be entitled to receive pursuant to the provisions hereof. Furthermore, effective
provision shall be made in the Certificate of Incorporation of the resulting or surviving
corporation or otherwise, so that the provisions set forth herein for the protection of the
conversion rights of the shares of the $2.50 Preferred shall thereafter be applicable, as nearly as
reasonably may be, to any such shares of stock, other securities, cash and property deliverable
upon conversion of the shares of the $2.50 Preferred remaining outstanding.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) In case the corporation shall issue rights to all holders of the Common Stock entitling
them to subscribe for or purchase shares of the Common Stock at a price per share less than the
current market price per share (as defined below) of the Common
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Stock at the record date for the determination of shareholders entitled to receive such
rights, the number of shares of the Common Stock into which each share of the $2.50 Preferred shall
thereafter be convertible shall be determined by multiplying the number of shares of the Common
Stock into which such share of the $2.50 Preferred was theretofore convertible by a fraction, of
which the numerator shall be the number of shares of the Common Stock outstanding on the date of
issuance of such rights plus the number of additional shares of the Common Stock offered for
subscription or purchase, and of which the denominator shall be the number of shares of the Common
Stock outstanding on the date of issuance of such rights plus the number of shares of the Common
Stock which the aggregate offering price of the total number of shares so offered would purchase at
such current market price. Such adjustment shall be made whenever such rights are issued and shall
become effective retroactively immediately after the record date for the determination of
shareholders entitled to receive such rights.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The current market price per share of the Common Stock at any date shall be deemed to be the
average of the daily closing prices for the thirty consecutive business days commencing forty-five
business days before the day in question. The closing price for each day shall be the last reported
sales price, regular way, or, in case no such reported sale takes place on such day, the average of
the reported closing bid and asked prices, regular way, in either case on the New York Stock
Exchange. The term &#147;business day&#148; as used herein means any day on which said Exchange shall be open
for trading.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;No fractional share of the Common Stock shall be issued upon any conversion, but, in lieu
thereof, there shall be paid to each holder of shares of the $2.50 Preferred surrendered for
conversion who, but for the provisions of this subsection (iv)&nbsp;would be entitled to receive a
fraction of a share of Common Stock on such conversion, as soon as practicable after the date
shares of the $2.50 Preferred are surrendered for conversion, an amount in cash equal to the same
fraction of the market value of a full share of the Common Stock, unless the Board of Directors
shall determine to adjust fractional shares by the issue of fractional scrip certificates or in
some other manner. For such purpose, the market value of a share of the Common Stock shall be the
last reported sales price, regular way, on the business day immediately preceding the date upon
which $2.50 Preferred shares are surrendered for conversion, or, in case no such sale takes place
on such business day, the average of the reported closing bid and asked prices, regular way, on
such business day, in either case on the New York Stock Exchange. The term &#147;business day&#148; as used
herein means any day on which said Exchange shall be open for trading. If more than one share of
the $2.50 Preferred is surrendered for conversion at one time by the same holder, the number of
full shares of Common Stock which shall be issuable on conversion thereof shall be computed on the
basis of all such shares so surrendered.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;No adjustment in the number of shares of the Common Stock into which each share of the
$2.50 Preferred is convertible shall be required unless such adjustment would require an increase
or decrease of at least 1/100th of a share in the number of shares of the Common Stock into which
such share is then convertible; provided, however, that any adjustments which by reason of this
subsection (v)&nbsp;are not required to be made shall be carried forward and taken into account in any
subsequent adjustment.
</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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)&nbsp;Whenever any adjustment is required in the shares into which each share of the $2.50
Preferred is convertible, the corporation shall forthwith (A)&nbsp;keep available at each of its offices
and agencies at which the $2.50 Preferred is convertible a statement describing in reasonable
detail the adjustment and the method of calculation used and (B)&nbsp;cause a copy of such statement to
be mailed to the holders of record of the shares of the $2.50 Preferred.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The corporation shall at all times reserve and keep available out of the authorized but
unissued shares of the Common Stock the full number of shares of the Common Stock into which all
shares of the $2.50 Preferred from time to time outstanding are convertible, but shares of the
Common Stock held in the treasury of the corporation may in its discretion be delivered upon any
conversion of shares of the $2.50 Preferred.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;The corporation will pay any and all issue and other taxes that may be payable in respect
of any issue or delivery of shares of the Common Stock on conversion of shares of the $2.50
Preferred pursuant hereto. The corporation shall not, however, be required to pay any tax which may
be payable in respect of any transfer involved in the issue and delivery of any shares of the
Common Stock in the name other than that in which the shares of the $2.50 Preferred so converted
were registered and no such issue or delivery shall be made unless and until the person requesting
such issue or delivery has paid to the corporation the amount of any such tax or has established,
to the satisfaction of the Corporation, that such tax has been paid.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Shares of the $2.50 Preferred converted into Common Stock shall have the status of
authorized but unissued shares of Preferred Stock, but such shares shall not be reissued as shares
of the $2.50 Preferred.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;Except as may in this Article&nbsp;THIRD. A, or elsewhere in the Certificate of Incorporation,
or by statute, be otherwise specifically provided, each holder of shares of the $2.50 Preferred
shall, in all matters, be entitled to one vote for each share of the $2.50 Preferred owned by him.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except as may in this Article&nbsp;THIRD. A, or elsewhere in the Certificate of Incorporation, or
by statute, be otherwise specifically provided, the holders of the $2.50 Preferred and of the
Common Stock shall vote together as one class on any matter that may be brought before any such
meeting.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If at the time of any annual meeting of shareholders of the corporation for the election of
directors a default in preferred dividends (as the term &#147;default in preferred dividends&#148; is
hereinafter defined) shall exist, the holders of the $2.50 Preferred together with holders of any
other series of Preferred Stock as to which there is a default in preferred dividends, voting
separately as a class and without regard to series, shall have the right to elect two members of
the Board of Directors, but shall not be entitled to vote in the election of any of the other
directors of the corporation; and the holders of the Common Stock, voting separately as a class,
shall be entitled to elect the other directors of the corporation but shall not be entitled to vote
in the election of the two directors of the corporation to be elected as hereinabove provided.
Whenever a default in preferred dividends shall commence to exist, the corporation, upon the
written request of the holders of 5% or more of the outstanding shares of all series of Preferred
Stock as
</DIV>

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


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">to which a default in preferred dividends exists shall call a special meeting of the holders
of such Preferred Stock which is the subject of a default in preferred dividends, such special
meeting or meetings to be held within 120&nbsp;days after the date on which such request is received by
the corporation for the purpose of enabling such holders to elect members of the Board of Directors
as hereinabove provided; provided, however, that such special meeting or meetings need not be
called if an annual meeting of shareholders of the corporation for the election of directors shall
be scheduled to be held within such 120&nbsp;days. Prior to any such meeting or meetings, the number of
directors of the corporation shall be increased to the extent necessary to provide as additional
places on the Board of Directors the directorships to be filled by the directors to be elected
thereat. Any director elected as aforesaid by the holders of shares of such Preferred Stock as to
which there is a default in preferred dividends shall cease to serve as such director whenever the
default in preferred dividends shall cease to exist. If, prior to the end of the term of any
director elected in accordance with the provisions of this Section&nbsp;7, a vacancy in the office of
such director shall occur by reason of death, resignation, removal or disability, or for any other
cause, such vacancy shall be filled for the unexpired term in the manner provided in the bylaws;
provided, however, that if such vacancy shall be filled by election by the shareholders at a
meeting thereof, the right to fill such vacancy shall be vested in the holders of that class of
stock or series which elected the director the vacancy in the office of whom is so to be filled,
unless, in any such case, no default in preferred dividends shall exist at the time of such
election. For the purposes of this Section&nbsp;7 a &#147;default in preferred dividends&#148; shall be deemed to
have occurred whenever the amount of dividends in arrears upon any series of the Preferred Stock
shall be equivalent to six full quarter-yearly dividends or more, and, having so occurred, such
default in preferred dividends shall be deemed to exist thereafter until, but only until, all
dividends in arrears on all shares of the Preferred Stock then outstanding, of each and every
series, shall have been paid. The term &#147;dividends in arrears&#148; whenever used in this Section&nbsp;7 with
reference to any series of the Preferred Stock shall be deemed to mean (whether or not in any
dividend period in respect of which such term is used there shall have been surplus of the
corporation legally available for the payment of dividends) that amount which shall be equal to
cumulative dividends at the rate expressed in the certificates for the Preferred Stock of such
series for all past quarterly dividend periods less the amount of all dividends paid, or deemed
paid, for all such periods upon such Preferred Stock.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;So long as any shares of the $2.50 Preferred shall be outstanding, the corporation shall
not, without the affirmative vote of holders of two-thirds of the aggregate number of shares of the
$2.50 Preferred at the time outstanding, alter or change the powers, preferences or rights given to
the $2.50 Preferred herein so as to affect the $2.50 Preferred adversely.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;So long as any shares of the $2.50 Preferred shall be outstanding, the corporation shall not,
without the affirmative vote of the holders of two-thirds of the aggregate number of shares of
Preferred Stock of all series at the time outstanding, considered as a class without regard to
series:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Alter or change the powers, preferences or rights given to the Preferred Stock so as to
affect the Preferred Stock adversely, or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Authorize or create any class of stock ranking, either as to payment of dividends or
distribution of assets, prior to the Preferred Stock.
</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;So long as any shares of the $2.50 Preferred shall be outstanding, the corporation shall not,
without the affirmative vote or written consent of the holders of a majority of the aggregate
number of shares of Preferred Stock of all series at the time outstanding, considered as a class
without regard to series, increase the amount of Preferred Stock or authorize or create any class
of stock ranking, either as to payment of dividends or distribution of assets, on a parity with the
Preferred Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIRD. B: There is hereby established a series of the corporation&#146;s authorized shares of
Preferred Stock of the par value of $1 each (&#147;Preferred Stock&#148;), and the authorized number of
shares of that series, the designation, relative rights, preferences and limitations thereof are as
follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;The series of Preferred Stock established hereby shall be &#147;$2.50 Cumulative Convertible
Preferred Stock, Series&nbsp;B&#148; (hereinafter called the &#147;Series&nbsp;B Preferred&#148;) and the authorized number
of shares of Series&nbsp;B Preferred shall be 149,182 shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;The holders of the Series&nbsp;B Preferred shall be entitled to receive, out of the surplus of
the corporation legally available for dividends, when and as declared by the Board of Directors,
dividends at the per annum rate of $2.50, and no more, payable quarterly on the first day of March,
June, September and December (each such day being hereinafter called a dividend date and each
quarterly period ending on the day preceding a dividend date being hereinafter called a dividend
period), in each case from the date of cumulation, as hereinafter defined in Section&nbsp;4 (provided,
however, that, if the date of cumulation shall be a date less than thirty (30)&nbsp;days prior to a
dividend date, the dividend that would otherwise be payable on such dividend date will be payable
on the next succeeding dividend date). Such dividends upon the Series&nbsp;B Preferred shall be
cumulative (whether or not in any dividend period or periods there shall be surplus of the
corporation legally available for the payment of such dividends). If at any time dividends upon the
Series&nbsp;B Preferred from the date of cumulation to the end of the last preceding dividend period
shall not have been paid (or deemed to have been paid pursuant to Section&nbsp;4 hereof), or shall not
have been declared and a sum sufficient for the payment thereof shall not have been set apart for
such payment, the amount of the deficiency shall be fully paid, but without interest, or dividends
in such amount declared and a sum sufficient for the payment thereof set apart for such payment,
before any sum or sums shall be set aside for the purchase or redemption of the Series&nbsp;B Preferred
or any other series of Preferred Stock established by the corporation and before any dividend shall
be declared or paid upon or set apart for, any other distribution shall be ordered or made in
respect of, or any payment shall be made on account of the purchase of, the Common Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3. The Series&nbsp;B Preferred shall be preferred over the Common Stock as to assets in the event
of any liquidation or dissolution or winding up of the corporation, and in that event the holders
of the Series&nbsp;B Preferred shall be entitled to receive for every share of their holdings of Series
B Preferred, out of the assets of the corporation available for distribution to its shareholders,
before any distribution of the assets shall be made to the holders of the Common Stock, an amount
equal to $60 per share of Series&nbsp;B Preferred, plus an amount equal to the difference, if any,
between (i) $2.50 per share per annum (with a proportionate amount for any portion of a year) from
the date of cumulation to the date fixed as the date of liquidation,
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">dissolution or winding up and (ii)&nbsp;the sum of the dividends paid, duly set aside, or deemed to
have been paid pursuant to Section&nbsp;4 hereof, for payment on a share of such Series&nbsp;B Preferred from
the date of cumulation to the date of liquidation, dissolution or winding up. If upon any
liquidation or dissolution or winding up of the corporation the amounts payable on or with respect
to the Series&nbsp;B Preferred are not paid in full, the holders of shares of the Series&nbsp;B Preferred
shall share ratably with the holders of all series of Preferred Stock then outstanding in any
distribution of assets according to the respective amounts which would be payable in respect of the
shares held by them upon such distribution if all amounts payable on or with respect to the Series
B Preferred and all other series of Preferred Stock then outstanding were to be paid in full.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;The term &#147;date of cumulation&#148; as used herein with reference to the Series&nbsp;B Preferred shall
be deemed to mean the date on which a share of the Series&nbsp;B Preferred is first issued; however, in
the event of the issue of additional shares of the Series&nbsp;B Preferred, all dividends paid on the
Series&nbsp;B Preferred prior to the issue of such additional shares, and all dividends declared and
payable to holders of record of the Series&nbsp;B Preferred on any date prior to the issue of such
additional shares, shall be deemed to have been paid on such additional shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5. The Series&nbsp;B Preferred, or any part thereof, outstanding after the fifth anniversary of the
date of cumulation may be redeemed by the corporation, at its election expressed by resolution of
the Board of Directors, upon not less than thirty (30)&nbsp;days nor more than sixty (60)&nbsp;days previous
notice to the holders of record of the Series&nbsp;B Preferred to be redeemed, given by mail or by
publication in such manner as may be prescribed by resolution of the Board of Directors, at the
redemption price of $63 per share; provided, however, that the Series&nbsp;B Preferred may be redeemed
only after full cumulative dividends on the Series&nbsp;B Preferred and on any other series of Preferred
Stock entitled to cumulative dividends then outstanding shall have been paid for all past dividend
periods, and after or concurrently with making payment of, or declaring and setting apart for
payment, full dividends on the Series&nbsp;B Preferred and on any other series of Preferred Stock
entitled to cumulative dividends then outstanding (except the shares of the Series&nbsp;B Preferred and
of any other series of Preferred Stock to be redeemed) to the end of the applicable current
dividend periods. If less than all the outstanding Series&nbsp;B Preferred is to be redeemed, the
redemption may be made either by lot or pro rata or in such fair and equitable other manner as may
be prescribed by resolution of the Board of Directors. From and after the date fixed in any such
notice as the date of redemption of the Series&nbsp;B Preferred (unless default shall be made by the
corporation in providing moneys for the payment of the redemption price pursuant to such notice),
or, if the corporation shall so elect, from and after a date (hereinafter called the date of
deposit), prior to the date fixed as the date of redemption but not less than 30&nbsp;days after the
date of the notice of redemption, on which the corporation shall provide money for the payment of
the redemption price by depositing the amount thereof for account of the holders of the Series&nbsp;B
Preferred entitled thereto with a bank or trust company doing business in the Borough of Manhattan,
in the City of New York, and having a capital and surplus of at least ten million dollars
($10,000,000) pursuant to notice of such election included in the notice of redemption specifying
the date on which such deposit will be made, all dividends on the Series&nbsp;B Preferred called for
redemption shall cease to accrue and all rights of the holders thereof as shareholders of the
corporation, except the right to receive the redemption price as herein provided, shall thereupon
terminate. After the deposit of such amount with such bank or trust company, the respective holders
of record of the Series&nbsp;B Preferred to be redeemed shall 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">entitled to receive the redemption price at any time upon actual delivery to such bank or
trust company of certificates for the number of shares to be redeemed, duly endorsed in blank or
accompanied by proper instruments of assignment and transfer thereof duly endorsed in blank. Any
moneys so deposited which shall remain unclaimed by the holders of such Series&nbsp;B Preferred at the
end of six (6)&nbsp;years after the redemption date, together with any interest thereon which shall be
allowed by the bank or trust company with which the deposit shall have been made, shall be paid by
such bank or trust company to the corporation. Shares of Series&nbsp;B Preferred redeemed pursuant to
the provisions of this Section shall have the status of authorized but unissued Preferred Stock.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Shares of the Series&nbsp;B Preferred shall not be entitled to the benefit of any sinking fund or
purchase fund for redemption or purchase of such shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;(a)&nbsp;Shares of the Series&nbsp;B Preferred shall be convertible at the option of the holders
thereof at any time at the office or agency maintained by the corporation in the Borough of
Manhattan, the City of New York, for that purpose and at such other place or places, if any, as the
Board of Directors may determine, into fully paid and nonassessable shares (calculated to the
nearest 1/100 of a share) of the Common Stock at the rate of 1.25 shares of the Common Stock for
each share of the Series&nbsp;B Preferred; provided, however, that in the case of a redemption of any
shares of the Series&nbsp;B Preferred, such right of conversion shall cease and terminate, as to the
shares duly called for redemption, at the close of business on the last business day prior to the
earlier of the date fixed for redemption or the date of deposit specified in Section&nbsp;5, unless
default shall be made in the payment of the redemption price or the making of such deposit. Upon
conversion, the corporation shall make no payment or adjustment on account of dividends accrued or
in arrears on the Series&nbsp;B Preferred surrendered for conversion.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The number of shares of the Common Stock and the number of shares of other classes of the
corporation, if any, into which each share of the Series&nbsp;B Preferred is convertible shall be
subject to adjustment from time to time only as follows:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;In case the corporation shall (1)&nbsp;declare a dividend payable in shares of the Common
Stock, (2)&nbsp;subdivide the outstanding shares of the Common Stock, (3)&nbsp;combine the outstanding shares
of the Common Stock into a smaller number of shares or (4)&nbsp;issue by reclassification of the Common
Stock any shares of the corporation, each holder of the Series&nbsp;B Preferred shall thereafter be
entitled, upon the conversion of each share thereof held by him, to receive for each such share the
number of shares of the corporation which he would have owned or have been entitled to receive had
such share of the Series&nbsp;B Preferred been converted immediately prior to the occurrence of the
applicable event above described, such adjustment to become effective immediately after the opening
of business on the day next following the record date, if a record is taken in connection with the
applicable event, or, if no such record is taken, on the day next following the date upon which
such dividend, subdivision, combination or reclassification shall become effective.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) In case of any consolidation of the corporation with, or merger of the corporation into
another corporation, or in case of any sale or conveyance to another corporation of all or
substantially all the property of the corporation, each holder of the Series&nbsp;B
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Preferred then outstanding and thereafter remaining outstanding shall have the right
thereafter to convert each share of Series&nbsp;B Preferred held by him into the kind and amount of
shares of stock, other securities, cash and property receivable upon such consolidation, merger,
sale or conveyance by a holder of the number of shares of Common Stock into which such share of
Series&nbsp;B Preferred might have been converted immediately prior to such consolidation, merger, sale
or conveyance, and shall have no other conversion rights; in any such event, the resulting or
surviving corporation shall expressly assume the obligation to deliver, upon the exercise of the
conversion privilege, such shares, other securities, cash or property as the holders of the shares
of the Series&nbsp;B Preferred remaining outstanding shall be entitled to receive pursuant to the
provisions hereof. Furthermore, effective provision shall be made in the Certificate of
Incorporation of the resulting or surviving corporation or otherwise, so that the provisions set
forth herein for the protection of the conversion rights of the shares of the Series&nbsp;B Preferred
shall thereafter be applicable, as nearly as reasonably may be, to any such shares of stock, other
securities, cash and property deliverable upon conversion of the shares of the Series&nbsp;B Preferred
remaining outstanding.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;In case the corporation shall issue rights to all holders of the Common Stock entitling
them to subscribe for or purchase shares of the Common Stock at a price per share less than the
current market price per share (as defined below) of the Common Stock at the record date for the
determination of shareholders entitled to receive such rights, the number of shares of the Common
Stock into which each share of the Series&nbsp;B Preferred shall thereafter be convertible shall be
determined by multiplying the number of shares of the Common Stock into which such share of the
Series&nbsp;B Preferred was theretofore convertible by a fraction, of which the numerator shall be the
number of shares of the Common Stock outstanding on the date of issuance of such rights plus the
number of additional shares of the Common Stock offered for subscription or purchase, and of which
the denominator shall be the number of shares of the Common Stock outstanding on the date of
issuance of such rights plus the number of shares of the Common Stock which the aggregate offering
price of the total number of shares so offered would purchase at such current market price. Such
adjustment shall be made whenever such rights are issued and shall become effective retroactively
immediately after the record date for the determination of shareholders entitled to receive such
rights.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The current market price per share of the Common Stock at any date shall be deemed to be the
average of the daily closing prices for the thirty consecutive business days commencing forty-five
business days before the day in question. The closing price for each day shall be the last reported
sales price, regular way, or, in case no such reported sale takes place on such day, the average of
the reported closing bid and asked prices, regular way, on such business day, in either case on the
New York Stock Exchange. The term &#147;business day&#148; as used herein means any day on which said
Exchange shall be open for trading.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) No fractional share of the Common Stock shall be issued upon any conversion, but, in lieu
thereof, there shall be paid to each holder of shares of the Series&nbsp;B Preferred surrendered for
conversion who, but for the provisions of this subsection (iv)&nbsp;would be entitled to receive a
fraction of a share of Common Stock on such conversion, as soon as practicable after the date
shares of the Series&nbsp;B Preferred are surrendered for conversion, an
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">amount in cash equal to the same fraction of the market value of a full share of the Common
Stock, unless the Board of Directors shall determine to adjust fractional shares by the issue of
fractional scrip certificates or in some other manner. For such purpose, the market value of a
share of the Common Stock shall be the last reported sales price, regular way, on the business day
immediately preceding the date upon which Series&nbsp;B Preferred shares are surrendered for conversion,
or, in case no such sale takes place on such business day, the average of the reported closing bid
and asked prices, regular way, in either case on the New York Stock Exchange. The term &#147;business
day&#148; as used herein means any day on which said Exchange shall be open for trading. If more than
one share of the Series&nbsp;B Preferred is surrendered for conversion at one time by the same holder,
the number of full shares of Common Stock which shall be issuable on conversion thereof shall be
computed on the basis of all such shares so surrendered.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;No adjustment in the number of shares of the Common Stock into which each share of the
Series&nbsp;B Preferred is convertible shall be required unless such adjustment would require an
increase or decrease of at least 1/100th of a share in the number of shares of the Common Stock
into which such share is then convertible; provided, however, that any adjustments which by reason
of this subsection (v)&nbsp;are not required to be made shall be carried forward and taken into account
in any subsequent adjustment.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)&nbsp;Whenever any adjustment is required in the shares into which each share of the Series&nbsp;B
Preferred is convertible, the corporation shall forthwith (A)&nbsp;keep available at each of its offices
and agencies at which the Series&nbsp;B Preferred is convertible a statement describing in reasonable
detail the adjustment and the method of calculation used and (B)&nbsp;cause a copy of such statement to
be mailed to the holders of record of the shares of the Series&nbsp;B Preferred.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The corporation shall at all times reserve and keep available out of the authorized but
unissued shares of the Common Stock the full number of shares of the Common Stock into which all
shares of the Series&nbsp;B Preferred from time to time outstanding are convertible, but shares of the
Common Stock held in the treasury of the corporation may in its discretion be delivered upon any
conversion of shares of the Series&nbsp;B Preferred.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;The corporation will pay any and all issue and other taxes that may be payable in respect
of any issue or delivery of shares of the Common Stock on conversion of shares of the Series&nbsp;B
Preferred pursuant hereto. The corporation shall not, however, be required to pay any tax which may
be payable in respect of any transfer involved in the issue and delivery of any shares of the
Common Stock in the name other than that in which the shares of the Series&nbsp;B Preferred so converted
were registered and no such issue or delivery shall be made unless and until the person requesting
such issue or delivery has paid to the corporation the amount of any such tax or has established,
to the satisfaction of the Corporation, that such tax has been paid.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Shares of the Series&nbsp;B Preferred converted into Common Stock shall have the status of
authorized but unissued shares of Preferred Stock, but such shares shall not be reissued as shares
of the Series&nbsp;B Preferred.
</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;7.&nbsp;Except as may in this Article&nbsp;THIRD. B, or elsewhere in the Certificate of Incorporation,
or by statute, be otherwise specifically provided, each holder of shares of the Series&nbsp;B Preferred
shall, in all matters, be entitled to one vote for each share of the Series&nbsp;B Preferred owned by
him.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except as may in this Article&nbsp;THIRD. B, or elsewhere in the Certificate of Incorporation, or
by statute, be otherwise specifically provided, the holders of the Series&nbsp;B Preferred and of the
Common Stock shall vote together as one class on any matter that may be brought before any such
meeting.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If at the time of any annual meeting of shareholders of the corporation for the election of
directors a default in preferred dividends (as the term &#147;default in preferred dividends&#148; is
hereinafter defined) shall exist, the holders of the Series&nbsp;B Preferred together with holders of
any other series of Preferred Stock as to which there is a default in preferred dividends, voting
separately as a class and without regard to series, shall have the right to elect two members of
the Board of Directors, but shall not be entitled to vote in the election of any of the other
directors of the corporation; and the holders of the Common Stock, voting separately as a class,
shall be entitled to elect the other directors of the corporation but shall not be entitled to vote
in the election of the two directors of the corporation to be elected as hereinabove provided.
Whenever a default in preferred dividends shall commence to exist, the corporation, upon the
written request of the holders of 5% or more of the outstanding shares of all series of Preferred
Stock as to which a default in preferred dividends exists shall call a special meeting of the
holders of such Preferred Stock which is the subject of a default in preferred dividends, such
special meeting or meetings to be held within 120&nbsp;days after the date on which such request is
received by the corporation for the purpose of enabling such holders to elect members of the Board
of Directors as hereinabove provided; provided, however, that such special meeting or meetings need
not be called if an annual meeting of shareholders of the corporation for the election of directors
shall be scheduled to be held within such 120&nbsp;days. Prior to any such meeting or meetings, the
number of directors of the corporation shall be increased to the extent necessary to provide as
additional places on the Board of Directors the directorships to be filled by the directors to be
elected thereat. Any director elected as aforesaid by the holders of shares of such Preferred Stock
as to which there is a default in preferred dividends shall cease to serve as such director
whenever the default in preferred dividends shall cease to exist. If, prior to the end of the term
of any director elected in accordance with the provisions of this Section&nbsp;7, a vacancy in the
office of such director shall occur by reason of death, resignation, removal or disability, or for
any other cause, such vacancy shall be filled for the unexpired term in the manner provided in the
by-laws; provided, however, that if such vacancy shall be filled by election by the shareholders at
a meeting thereof, the right to fill such vacancy shall be vested in the holders of that class of
stock or series which elected the director the vacancy in the office of whom is so to be filled,
unless, in any such case, no default in preferred dividends shall exist at the time of such
election. For the purposes of this Section&nbsp;7 a &#147;default in preferred dividends&#148; shall be deemed to
have occurred whenever the amount of dividends in arrears upon any series of the Preferred Stock
shall be equivalent to six full quarter-yearly dividends or more, and, having so occurred, such
default in preferred dividends shall be deemed to exist thereafter until, but only until, all
dividends in arrears on all shares of the Preferred Stock then outstanding, of each and every
series, shall have been paid. The term &#147;dividends in arrears&#148; whenever used in this Section&nbsp;7 with
reference 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">series of the Preferred Stock shall be deemed to mean (whether or not in any dividend period
in respect of which such term is used there shall have been surplus of the corporation legally
available for the payment of dividends) that amount which shall be equal to cumulative dividends at
the rate expressed in the certificates for the Preferred Stock of such series for all past
quarterly dividend periods less the amount of all dividends paid, or deemed paid, for all such
periods upon such Preferred Stock.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;So long as any shares of the Series&nbsp;B Preferred shall be outstanding, the corporation shall
not, without the affirmative vote of holders of two-thirds of the aggregate number of shares of the
Series&nbsp;B Preferred at the time outstanding, alter or change the powers, preferences or rights given
to the Series&nbsp;B Preferred herein so as to affect the Series&nbsp;B Preferred adversely.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;So long as any shares of the Series&nbsp;B Preferred shall be outstanding, the corporation shall
not, without the affirmative vote of the holders of two-thirds of the aggregate number of shares of
Preferred Stock of all series at the time outstanding, considered as a class without regard to
series:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Alter or change the powers, preferences or rights given to the Preferred Stock so as to
affect the Preferred Stock adversely, or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Authorize or create any class of stock ranking, either as to payment of dividends or
distribution of assets, prior to the Preferred Stock.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;So long as any shares of the Series&nbsp;B Preferred shall be outstanding, the corporation shall
not, without the affirmative vote or written consent of the holders of a majority of the aggregate
number of shares of Preferred Stock of all series at the time outstanding, considered as a class
without regard to series, increase the amount of Preferred Stock or authorize or create any class
of stock ranking, either as to payment of dividends or distribution of assets, on a parity with the
Preferred Stock.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIRD. C: &#091;Intentionally omitted&#093;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIRD. D: &#091;Intentionally omitted&#093;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIRD. E: &#091;Intentionally omitted&#093;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIRD. F: &#091;Intentionally omitted&#093;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;FOURTH:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;Each holder of the Common Stock of the corporation shall, in all matters, be entitled to
one vote for each share of Common Stock owned by him.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;No holder of any share or shares of the Common Stock of the corporation shall have any
right to purchase or subscribe to any shares of any class of stock of the corporation issued or
sold, whether now or hereafter authorized, or to any obligations convertible into, or exchangeable
for, shares of stock of the corporation of any class, issued or sold, or to any stock of the
corporation purchased by the corporation or by its nominee or nominees.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->19<!-- /Folio -->
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;Common Stock may be issued at any time or from time to time in any amount, not exceeding in
the aggregate, including all shares of stock heretofore issued, the total number of shares of
Common Stock hereinabove authorized, and for such lawful consideration, but not less than the par
value thereof, as shall be fixed from time to time by the Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;FIFTH: The office of said corporation is to be located in the Borough of Manhattan, City,
County and State of New York. The Secretary of State of the State of New York is designated as the
agent of the corporation upon whom process in any action or proceeding against it may be served
within the State of New York. The post office address within the State of New York to which the
Secretary of State shall mail a copy of any process against the corporation served upon him is c/o
The Prentice-Hall Corporation System, Inc., 80 State Street, Albany, New York 12207-2543. The name
and the address of the registered agent of the corporation are The Prentice-Hall Corporation
System, Inc., 80 State Street, Albany, New York 12207-2543. Said registered agent is to be the
agent upon which press against the corporation may be served.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SIXTH: The duration of the corporation is to be perpetual.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SEVENTH: The number of directors of this corporation shall be not less than three (3)&nbsp;nor more
than twenty-one (21).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;EIGHTH: The directors may from time to time set apart from the earnings of the corporation an
amount to be determined by them as necessary working capital and as a reservation or surplus fund
before declaring dividends, from time to time, on the Common Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The by-laws of the corporation may provide for the appointment of an Executive Committee of
the Board of Directors, which Committee to the extent provided in the by-laws of the corporation
and so far as may be permitted by law, shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the corporation during the intervals
between meetings of the Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NINTH: To the fullest extent permitted by the New York Business Corporation Law, as presently
in effect or hereinafter amended, directors of the Corporation shall have no personal liability to
the Corporation or to its stockholders for damages for any breach of duty in the directors&#146;
capacity as such, provided that the foregoing shall not eliminate or limit: (a)&nbsp;the liability of
any director if a judgment or final adjudication adverse to him establishes that his acts or
omissions were in bad-faith or involved intentional misconduct or knowing violation of the law or
that he personally gained a financial profit or other advantage to which he was not legally
entitled or that his acts violated Section&nbsp;719 of the Business Corporation Law or any successor
thereto, or (b)&nbsp;the liability of any director for any act or omission prior to the adoption of a
provision authorized by this paragraph. Any repeal or modification of this Article by the
stockholders of the Corporation shall not adversely affect any right of protection of a director of
the Corporation existing hereunder with respect to any act or omission occurring prior to such
repeal or modification.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;This Restatement of the Certificate of Incorporation was authorized by the corporation&#146;s
Board of Directors pursuant to Section 807(a) of the Business Corporation Law.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->20<!-- /Folio -->
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, we have signed this certificate on the 16<SUP style="font-size: 85%; vertical-align: text-top">th</SUP> day of December,
2008.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>

    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
    <TD width="48%">&nbsp;</TD>
</TR>
<TR>
    <TD colspan="3" style="border-bottom: 1px solid #000000" align="left">/s/ Deborah A. Golden
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD colspan="3" align="left">Deborah A. Golden&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD nowrap colspan="3" align="left">Senior Vice President, General Counsel and Secretary&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD colspan="3" style="border-bottom: 1px solid #000000" align="left">/s/ Lisa M. Ibarra
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD colspan="3" align="left">Lisa M. Ibarra&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD colspan="3" align="left">Assistant Secretary&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="9%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="65%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">STATE OF ILLINOIS
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">)</TD>
    <TD nowrap 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">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">)</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">SS.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">COUNTY OF COOK
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">)</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">DEBORAH A. GOLDEN, being first duly sworn, deposes and says that she is Senior Vice President,
General Counsel and Secretary of GATX Corporation, that she has read the foregoing certificate and
knows the contents thereof and that the statements therein contained are true.
</DIV>


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>

    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
    <TD width="48%">&nbsp;</TD>
</TR>
<TR>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD colspan="3" style="border-bottom: 1px solid #000000" align="left">/s/ Deborah A. Golden
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD colspan="3" align="left">Deborah A. Golden&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR>
    <TD colspan="3" align="left">SWORN TO BEFORE ME<br><br>
This 16<SUP style="font-size: 85%; vertical-align: text-top">th</SUP> day of December 2008.&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD colspan="3" style="border-bottom: 1px solid #000000" align="left">/s/ Lisa M. Ibarra
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD colspan="3" align="left">Notary Public&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>


<P align="center" style="font-size: 10pt"><!-- Folio -->21<!-- /Folio -->
</DIV>



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