<SUBMISSION>
<ACCESSION-NUMBER>0000950137-06-011325
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20061019
<ITEMS>5.03
<ITEMS>9.01
<FILING-DATE>20061024
<DATE-OF-FILING-DATE-CHANGE>20061024
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CDW CORP
<CIK>0000899171
<ASSIGNED-SIC>5961
<IRS-NUMBER>363310735
<STATE-OF-INCORPORATION>IL
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-21796
<FILM-NUMBER>061160558
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>200 N MILWAUKEE AVE
<CITY>VERNON HILLS
<STATE>IL
<ZIP>60061
<PHONE>8474656000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>200 N MILWAUKEE AVE
<CITY>VERNON HILLS
<STATE>IL
<ZIP>60061
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CDW COMPUTER CENTERS INC
<DATE-CHANGED>19930322
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>c09323e8vk.htm
<DESCRIPTION>CURRENT REPORT
<TEXT>
<HTML>
<HEAD>
<TITLE>e8vk</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">


<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, DC 20549</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
</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): <U>October&nbsp;19, 2006</U></B></DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B><FONT style="border-bottom: 1px solid #000000">CDW Corporation</FONT></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="31%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="31%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="31%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top">Illinois
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">0-21796
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">36-3310735</TD>
</TR>
<TR style="font-size: 1px">
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or Other Jurisdiction
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Commission File Number)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(IRS Employer</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">of Incorporation)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Identification No.)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">200 N. Milwaukee Ave.</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">Vernon Hills, Illinois
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">60061</TD>
</TR>
<TR style="font-size: 1px">
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(Address of Principal Executive Offices)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Zip Code)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">Registrant&#146;s telephone number, including area code: <U>(847)&nbsp;465-6000</U></DIV>

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


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#111;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Written communications pursuant to Rule&nbsp;425 under the Securities Act (17 CFR 230.425)<BR></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#111;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17 CFR 240.14a-12)</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#111;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Pre-commencement communications pursuant to Rule&nbsp;14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#111;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Pre-commencement communications pursuant to Rule&nbsp;13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))</TD>
</TR>

</TABLE>
</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 -->
</DIV>

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

<!-- TOC -->
<A name="toc"><DIV align="CENTER"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
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	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="76%"></TD>
</TR>
<TR><TD colspan="9"><A HREF="#000">Item&nbsp;5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">Item&nbsp;9.01 Financial Statements and Exhibits</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">SIGNATURE</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">EXHIBIT INDEX</A></TD></TR>
</TABLE>
</CENTER>
<!-- /TOC -->








<!-- link1 "Item&nbsp;5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year" -->
<DIV align="left"><A NAME="000"></A></DIV>

<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; text-indent: 5%">On October&nbsp;19, 2006, the Board of Directors (the &#147;Board&#148;) of CDW Corporation (the &#147;Company&#148;)
approved an amendment and restatement of the Company&#146;s bylaws (as amended and restated, the
&#147;Amended Bylaws&#148;) to make the following changes:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;1 of Article&nbsp;I has been amended to eliminate the reference to the Company&#146;s
former registered agent.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;8 of Article&nbsp;III has been amended to permit the Board of Directors, consistent
with the Illinois Business Corporation Act, to establish committees comprised of only one
director.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;11 of Article&nbsp;III has been amended to remove a reference to an equity plan that
is no longer in use.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;8 of Article&nbsp;IV has been amended to clarify that the Treasurer is required to
provide a specified report whenever requested by any of the Chairman of the Board of
Directors, the President and the Board of Directors, but is not necessarily required to
give such report at each meeting of the Board of Directors.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Each of Section&nbsp;1 of Article&nbsp;IV, Section&nbsp;9 of Article&nbsp;IV and Section&nbsp;3 of Article&nbsp;V have
been amended to clarify language or correct typographical errors.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Amended Bylaws became effective immediately upon their adoption by the Board. The
description of the amendments to the Company&#146;s bylaws is qualified in its entirety to the full text
of the Amended Bylaws, a copy of which is attached as Exhibit&nbsp;3.1 to this Current Report on Form
8-K and is incorporated by reference herein. A copy of the Amended Bylaws marked to show changes
to the former bylaws is attached as Exhibit&nbsp;3.2 to this Current Report on Form 8-K.
</DIV>

<!-- link1 "Item&nbsp;9.01 Financial Statements and Exhibits" -->
<DIV align="left"><A NAME="001"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;9.01 Financial Statements and Exhibits.</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="5%">&nbsp;</TD>
    <TD width="82%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Exhibit No.</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Description of Exhibit</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" 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 CDW Corporation</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Bylaws of CDW Corporation, marked to show
changes effected by the amendments discussed herein</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


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

<!-- link1 "SIGNATURE" -->
<DIV align="left"><A NAME="002"></A></DIV>

<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 hereunto 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">CDW CORPORATION<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">Date: October 24, 2006&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Barbara A. Klein
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Barbara A. Klein&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Senior Vice President and<BR>
Chief Financial Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

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

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


<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>

</TABLE>
<!-- link1 "EXHIBIT INDEX" -->
<DIV align="left"><A NAME="003"></A></DIV>

<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="5%">&nbsp;</TD>
    <TD width="82%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Exhibit No.</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Description of Exhibit</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" 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 CDW Corporation</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Bylaws of CDW Corporation, marked to show
changes effected by the amendments discussed herein</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



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

</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>c09323exv3w1.htm
<DESCRIPTION>AMENDED AND RESTATED BYLAWS
<TEXT>
<HTML>
<HEAD>
<TITLE>exv3w1</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">Exhibit&nbsp;3.1
</DIV>


<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><I>Reflecting all amendments through October&nbsp;19, 2006</I>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>AMENDED AND RESTATED BY-LAWS<BR>
OF<BR>
CDW CORPORATION</B>
</DIV>


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

</DIV>

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

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;1. </B><U><B>Registered Office</B></U>. The corporation shall establish and maintain a
registered office in the State of Illinois.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;2. </B><U><B>Other Offices</B></U>. The corporation may have other offices, either within or
without the State of Illinois, at such place or places as the Board of Directors may from time to
time appoint or the business of the corporation may require.
</DIV>

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


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

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;1. </B><U><B>Annual Meetings</B></U>. Annual meetings of Shareholders for the election of
directors and for the transaction of such other business as may properly be brought before the
meeting in accordance with these By-Laws shall be held at such place, either within or without the
State of Illinois, and at such time and date as the Board of Directors, by resolutions, shall
determine and as set forth in the notice of the meeting. In the event the Board of Directors fails
to so determine the time, date and place of meeting, the annual meeting of Shareholders shall be
held at the offices of CDW Corporation, 200 North Milwaukee Avenue, Vernon Hills, Illinois on May 1
at 6:00 p.m. central standard time. If this date shall fall upon a Saturday, Sunday or a legal
holiday, the meeting shall be held on the next succeeding business day.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At each annual meeting, the Shareholders entitled to vote may only transact such business as
may properly be brought before the meeting. For business to be properly brought before an annual
meeting, it must be: (i)&nbsp;authorized by the Board of Directors and specified in the notice, or a
supplemental notice, of the meeting, (ii)&nbsp;otherwise brought before the meeting by or at the
direction of the Board of Directors or the chairman of the meeting, or (iii)&nbsp;otherwise properly
brought before the meeting by a Shareholder. For business to be properly brought before an annual
meeting by a Shareholder, the Shareholder must have given written notice thereof to the Secretary
of the corporation, delivered or mailed to and received at the principal executive offices of the
corporation not less than ninety (90)&nbsp;days nor more than one hundred twenty (120)&nbsp;days prior to the
anniversary of the date of the immediately preceding annual meeting; provided, however, that in the
event that no annual meeting was held in the previous year or the annual meeting is called for a
date that is not within thirty (30)&nbsp;days from the anniversary date of the preceding year&#146;s annual
meeting date, written notice by a Shareholder in order to be timely must be received not later than
the close of business on the tenth day following the day on which the first public disclosure of
the date of the annual meeting was made. Delivery shall be by hand or by certified or registered
mail, return receipt requested. In no event shall the public disclosure of an adjournment of an
annual meeting commence a new time period for the giving of Shareholder&#146;s notice as described
above. A Shareholder&#146;s notice to the Secretary shall set forth as to each item of business the
Shareholder proposes to bring before the meeting: (1)&nbsp;a description of such item and the reasons
for conducting such business at the meeting, (2)&nbsp;the name and address, as they appear on the
corporation&#146;s records, of the Shareholder proposing such business, (3)&nbsp;a representation that the
Shareholder is a holder of record of shares of stock of the corporation entitled to vote with
respect to such business and intends to appear in person or by proxy at the meeting to move the
consideration of such business, (4)&nbsp;the class and number of shares of stock of the corporation
which are beneficially owned by the Shareholder (determined in accordance with regulations under
Section&nbsp;13 of the Securities Exchange Act of 1934, as amended), and (5)&nbsp;a description of all
arrangements or
</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">understandings between such Shareholder and any other person or persons (including their names) in
connection with the proposal of such business by such Shareholder and any material interest of such
Shareholder in such business. No business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Section&nbsp;1. The chairman of the annual meeting at
which any business is proposed by a Shareholder shall, if the facts warrant, determine and declare
to the meeting that such business was not properly brought before the meeting in accordance with
the provisions of this Section&nbsp;1, and, in such event, the business not properly before the meeting
shall not be transacted.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;2. </B><U><B>Other Meetings</B></U>. Meetings of Shareholders for any other purpose may be held
at such time and place, within or without the State of Illinois, as shall be stated in the notice
of the meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;3. </B><U><B>Voting</B></U>. Each Shareholder entitled to vote in accordance with the terms of
the Articles of Incorporation and in accordance with the provisions of these By-Laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such
Shareholder, but no proxy shall be voted after eleven (11)&nbsp;months from its date unless such proxy
provides for a longer period. Upon the demand of any Shareholder, the vote for directors and the
vote upon any question before the meeting, shall be by ballot. All elections for directors and, all
other questions shall be elected by majority vote except as otherwise provided by the Articles of
Incorporation or the laws of the State of Illinois.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The officer or agent having charge of the transfer books for shares of the Company shall make,
at least 10&nbsp;days before each meeting of Shareholders, a complete list of the Shareholders entitled
to vote at such meeting, arranged in alphabetical order, with the address of and the number of
shares held by each Shareholder, which list, for a period of ten days prior to such meeting, shall
be kept on file at the registered office of the Company and shall be subject to inspection by any
Shareholder at any time during usual business hours. The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be inspected by any
Shareholder who is present.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;4. </B><U><B>Quorum</B></U>. Except as otherwise required by Law, by the Articles of
Incorporation or by these By-Laws, the presence, in person or by proxy, of Shareholders holding a
majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings
of the Shareholders. In case a quorum shall not be present at any meeting, a majority in interest
of the Shareholders entitled to vote thereat, present in person or by proxy, shall have power to
adjourn the meeting from time to time, without notice other than at the meeting, until the
requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which
the requisite amount of stock entitled to vote shall be represented, any business may be transacted
which might have been transacted at the meeting as originally noticed; but only those Shareholders
entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment
or adjournments thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;5. </B><U><B>Special Meetings</B></U>. Special meetings of the Shareholders for any purpose or
purposes may be called by (i)&nbsp;the Chairman of the Board of Directors, (ii)&nbsp;the President, (iii)&nbsp;by
resolution of the directors or (iv)&nbsp;by the holders of not less than one-fifth of all the
outstanding shares of the corporation. The business transacted at a special meeting of the
Shareholders shall be limited solely to matters relating to the purpose or purposes stated in the
notice of such special meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;6. </B><U><B>Notice of Meetings</B></U>. Written notice, stating the place, date and time of the
meeting and the general nature of the business to be considered, shall be given to each Shareholder
entitled to vote thereat at his address as it appears on the records of the corporation, not less
than ten (10)&nbsp;or in the case of a merger, consolidation, share exchange, dissolution or sale, lease
or exchange of assets, not less than twenty (20)&nbsp;days, nor more than sixty (60)&nbsp;days before the
date of the meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;7. </B><U><B>Action Without Meeting</B></U>. Unless otherwise provided by the Articles of
Incorporation, any action required to be taken at any annual or special meeting of Shareholders, or
any action which may be taken at any annual or special meeting, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by (i)&nbsp;the holders of
outstanding shares having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote thereon were
</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">present and voting, <I>provided</I>, that at least five days prior notice of the proposed action is given
in writing to all shareholders entitled to vote with respect to the subject matter thereof, or (ii)
all of the Shareholders entitled to vote with respect to the subject matter thereof.
</DIV>

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


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

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;1. </B><U><B>Number and Term</B></U>. The number of directors shall be no fewer than seven (7)
and no more than twelve (12). The specific number of directors within that range shall be
determined by resolution of the Board of Directors. The directors shall be elected at the annual
meeting of the Shareholders and each director shall be elected to serve until his successor shall
be elected and shall qualify.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;2. </B><U><B>Election</B></U>. Only persons who are nominated in accordance with the procedures
set forth in this Section&nbsp;2 shall be eligible for election at a meeting of Shareholders as
directors of the corporation. Nominations of persons for election to the Board of Directors may be
made at a meeting of Shareholders by the Board of Directors or by any Shareholder of the
corporation entitled to vote in the election of directors at the meeting who complies with the
notice procedures set forth in this Section&nbsp;2. Any nomination by a Shareholder must be made by
written notice to the Secretary delivered or mailed to and received at the principal executive
offices of the corporation: (i)&nbsp;with respect to an election to be held at an annual meeting of
Shareholders, not less than ninety (90)&nbsp;days nor more than one hundred twenty (120)&nbsp;days prior to
the anniversary date of the immediately preceding annual meeting; provided, however, that in the
event that no annual meeting was held in the previous year or the annual meeting is called for a
date that is not within thirty (30)&nbsp;days from the anniversary date of the preceding year&#146;s annual
meeting date, written notice by the Shareholder in order to be timely must be so received not later
than the close of business on the tenth day following the day on which public disclosure of the
date of the annual meeting was made, and (ii)&nbsp;with respect to an election to be held at a special
meeting of Shareholders called for the purpose of electing directors, not later than the close of
business on the tenth day following the day on which the first public disclosure of the date of the
special meeting was made. Delivery shall be by hand, or by certified or registered mail, return
receipt requested. In no event shall the public announcement of an adjournment of any annual or
special meeting commence a new time period for giving of a Shareholder notice as described above. A
Shareholder&#146;s notice to the Secretary shall set forth (a)&nbsp;as to each person whom the Shareholder
proposes to nominate for election or re-election as a director: (1)&nbsp;the name, age, business address
and residence address of such person, (2)&nbsp;the principal occupation or employment of such person,
(3)&nbsp;the class and number of shares of stock of the corporation which are beneficially owned by such
person (determined in accordance with regulations under Section&nbsp;13 of the Securities Exchange Act
of 1934, as amended), (4)&nbsp;any other information relating to such person that would be required to
be disclosed in solicitations of proxies for the election of such person as a director of the
corporation pursuant to Regulation&nbsp;14A under the Securities Exchange Act of 1934, as amended, had
the nominee been nominated by the Board of Directors, and (5)&nbsp;such person&#146;s written consent to
being named in any proxy statement as a nominee and to serving as a director if elected; and (b)&nbsp;as
to the Shareholder giving notice: (1)&nbsp;the name and address, as they appear on the corporation&#146;s
records, of such Shareholder, (2)&nbsp;the class and number of shares of stock of the corporation which
are beneficially owned by such Shareholder (determined as provided in clause (3)&nbsp;above), (3)&nbsp;a
representation that the Shareholder is a holder of record of stock of the corporation entitled to
vote on the election of directors at such meeting and that such Shareholder intends to appear in
person or by proxy at the meeting to nominate the person or persons specified in the notice, and
(4)&nbsp;a description of all agreements, arrangements or understandings between the Shareholder and
each nominee of the Shareholder and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the Shareholder. At the request
of the Board of Directors, any person nominated by the Board of Directors for election as a
director shall furnish to the Secretary that information required to be set forth in a
Shareholder&#146;s notice of nomination which pertains to the nominee. The corporation may require any
proposed nominee to furnish such other information as may reasonably be required by the corporation
to determine the eligibility of such proposed nominee to serve as a director of the corporation.
The chairman of the meeting at which a Shareholder nomination is presented shall, if the facts
warrant, determine and declare to the meeting that such nomination was not made in accordance with
the procedures prescribed by this Section&nbsp;2, and, in such event, the defective nomination shall be
disregarded.
</DIV>

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</DIV>

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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;3. </B><U><B>Resignations</B></U>. Any director, member of a committee or other officer may
resign at any time. Such resignation shall be made in writing, and shall take effect at the time
specified therein, and if no time be specified, at the time of its receipt by the Chairman of the
Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;4. </B><U><B>Vacancies</B></U>. If the office of any director, member of a committee or other
officer becomes vacant, the remaining directors in office, though less than a quorum by a majority
vote, may appoint any qualified person to fill such vacancy, who shall hold office for the
unexpired term and until his successor shall be duly chosen.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;5. </B><U><B>Removal</B></U>. Any director or directors may be removed either for or without
cause at any time by the affirmative vote of the holders of a majority of all the shares of stock
outstanding and entitled to vote, at a special meeting of the Shareholders called for the purpose
and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by
the affirmative vote of a majority in interest of the Shareholders entitled to vote.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;6. </B><U><B>Increase or Decrease of Number</B></U>. The number of directors may be increased or
decreased (but not below three (3)) by amendment of these By-Laws by the affirmative vote of a
majority of the directors, though less than a quorum, or, by the affirmative vote of a majority in
interest of the Shareholders, at the annual meeting or at a special meeting called for that
purpose, and by like vote the additional directors may be chosen at such meeting to hold office
until the next annual election and until their successors are elected and qualify.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;7. </B><U><B>Powers</B></U>. The Board of Directors shall exercise all of the powers of the
corporation except such as are by law, or by the Articles of Incorporation of the corporation or by
these By-Laws conferred upon or reserved to the Shareholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;8. </B><U><B>Committees</B></U>. The Board of Directors may, by resolution or resolutions passed
by a majority of the whole board, designate one or more committees, each committee to consist of
one or more of the directors of the corporation. The board may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any such absent or disqualified member.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any such committee, to the extent permitted by law and as provided in the resolution of the
Board of Directors, or in these By-Laws, shall have and may exercise all the powers and authority
of the Board of Directors in the management of the business and affairs of the corporation, and may
authorize the seal of the corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to amending the Articles of Incorporation,
adopting an agreement of merger or consolidation, recommending to the Shareholders the sale, lease
or exchange of all or substantially all of the corporation&#146;s property and assets, recommending to
the Shareholders a dissolution of the corporation or a revocation of a dissolution, or amending the
By-Laws of the corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;9. </B><U><B>Meetings</B></U>. The Board of Directors of the corporation may hold meetings, both
regular and special, either within or without the State of Illinois.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The first meeting of each newly elected Board of Directors shall be held immediately after the
annual meeting of Shareholders without any notice other than these By-Laws. The newly elected
directors may hold their first meeting for the purpose of organization and the transaction of
business, if a quorum be present, immediately after the annual meeting of the Shareholders; or the
time and place of such meeting may be fixed by consent in writing of all the directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Regular meetings of the directors may be held without notice at such places and times as shall
be determined from time to time by resolution of the directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Special meetings of the Board of Directors may be called by the Chairman of the Board and
shall be called by Chairman of the Board on the written request of any two directors on at least
two (2)&nbsp;days notice to each director
</DIV>

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</DIV>

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



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">and shall be held at such place or places as may be determined by the directors, or as shall be
stated in the call of the meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless otherwise restricted by the Articles of Incorporation or these By-Laws, members of the
Board of Directors, or any committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors, or any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the meeting can hear each
other, and such participation in a meeting shall constitute presence in person at the meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;10. </B><U><B>Quorum</B></U>. A majority of the directors shall constitute a quorum for the
transaction of business. If at any meeting of the board there shall be less than a quorum present,
a majority of those present may adjourn the meeting from time to time until a quorum is obtained,
and no further notice thereof need be given other than by announcement at the meeting which shall
be so adjourned.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;11. </B><U><B>Compensation</B></U>. Unless otherwise restricted by the Articles of
Incorporation, the Board of Directors may be paid their expenses, if any, of attendance at each
meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as director. The directors may also be entitled to
participate in such equity and other benefit plans as they shall determine. No such payment shall
preclude any director from serving the corporation in any other capacity and receiving compensation
therefor.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;12. </B><U><B>Action Without Meeting</B></U>. Any action required or permitted to be taken at
any meeting of the Board of Directors, or of any committee thereof, may, to the fullest extent
permitted by law, be taken without a meeting pursuant to a written consent signed by all members of
the board, or of such committee as the case may be, and all such written consents shall be filed
with the minutes or proceedings of the board or committee.
</DIV>

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


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

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;1. </B><U><B>Officers</B></U>. The officers of the corporation shall be a Chairman of the Board
of Directors, a Chief Executive Officer, a President, a Treasurer and a Secretary, all of whom
shall be elected by the Board of Directors and who shall hold office until their successors are
elected and qualified. In addition, the Board of Directors may elect one or more Vice Presidents
and such Assistant Secretaries and Assistant Treasurers as they may deem proper. None of the
officers (other than the Chairman of the Board of Directors) of the corporation need be directors.
The officers shall be elected at the first meeting of the Board of Directors after each annual
meeting. More than one office may be held by the same person.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;2. </B><U><B>Other Officers and Agents</B></U>. The Board of Directors may appoint such other
officers and agents as it may deem advisable, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined 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;<B>Section&nbsp;3. </B><U><B>Chairman of the Board</B></U>. The Chairman of the Board of Directors shall preside
at all meetings of directors and shareholders of the corporation and may call meetings of the Board
of Directors. The Chairman of the Board of Directors shall also perform such other duties as may be
assigned to him by the Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;4. </B><U><B>Vice Chairman of the Board</B></U>. The Vice Chairman of the Board of Directors
shall have such powers and shall perform such duties as shall be assigned to him by the Board of
Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;5. </B><U><B>Chief Executive Officer</B></U>. The Chief Executive Officer of the corporation
shall formulate policies with respect to the affairs of the corporation and shall have general
powers of supervision and management.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;6. </B><U><B>President</B></U>. The President shall be the chief operating officer of the
corporation and, subject to the direction of the Chairman of the Board of Directors, shall
supervise and direct and be responsible for the direction of
</DIV>

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</DIV>

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



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">the ongoing business of the corporation. In the absence of the Chairman of the Board of Directors,
the President shall preside at meetings of the Shareholders and the Board of Directors. Except as
the Board of Directors shall authorize the execution thereof in some other manner, the President
shall be authorized to execute bonds, mortgages and other contracts on behalf of the corporation to
cause the corporation&#146;s seal to be affixed to any instrument requiring such seal, and when so
affixed such seal shall be attested by the signatures of the Secretary or Assistant Secretary.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;7. </B><U><B>Vice President</B></U>. Each Vice President shall have such powers and shall
perform such duties as shall be assigned to him by the directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;8. </B><U><B>Treasurer</B></U>. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate account of receipts and disbursements in books
belonging to the corporation. He shall deposit all moneys and other valuables in the name and to
the credit of the corporation in such depositaries as may be designated by the Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of
Directors, the Chairman of the Board of Directors, or the President, taking proper vouchers for
such disbursements. He shall render to the Chairman of the Board of Directors, President and Board
of Directors, whenever any of them may request it, an account of all his transactions as Treasurer
and of the financial condition of the corporation. If required by the Board of Directors, he shall
give the corporation a bond for the faithful discharge of his duties in such amount and with such
surety as the board shall prescribe.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;9. </B><U><B>Secretary</B></U>. The Secretary shall give, or cause to be given, notice of all
meetings of Shareholders and directors, and all other notices required by law or by these By-Laws,
and in case of his absence or refusal or neglect so to do, any such notice may be given by any
person thereunto directed by the Chairman of the Board of Directors, President, or by the
directors, or Shareholders, upon whose requisition the meeting is called as provided in these
By-Laws. He shall record all the proceedings of the meetings of the corporation and of the
directors in a book to be kept for that purpose, and shall perform such other duties as may be
assigned to him by the directors or the Chairman of the Board of Directors, or the President. He
shall have the custody of the seal of the corporation and shall affix the same to all instruments
requiring it, when authorized by the directors or the Chairman of the Board of Directors, or the
President, and attest the same.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;10. </B><U><B>Assistant Treasurers and Assistant Secretaries</B></U>. Assistant Treasurers and
Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such
duties as shall be assigned to them respectively, by the Board of Directors.
</DIV>

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


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

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;1. </B><U><B>Certificates of Stock</B></U>. Every holder of stock in the corporation shall be
entitled to have a certificate certifying the number of shares owned by him in the corporation,
signed by the Chairman, the President or the Vice President and the Treasurer or an Assistant
Treasurer, or Secretary or an Assistant Secretary. Where a certificate is countersigned (1)&nbsp;by a
transfer agent other than the corporation or its employee, or (2)&nbsp;by a registrar other than the
corporation or its employee, any other signature on the certificate may be facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.
</DIV>

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</DIV>

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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;2. </B><U><B>Lost Certificates</B></U>. A new certificate of stock may be issued in the place of
any certificate theretofore issued by the corporation, alleged to have been lost, stolen or
destroyed, and the directors may, in their discretion, require the owner of the lost, stolen or
destroyed certificate, or his legal representative, to give the corporation a bond, in such sum as
they may direct, sufficient to indemnify the corporation against any claim that may be made against
it on account of the alleged loss, theft or destruction of any such certificate, or the issuance of
any such new certificate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;3. </B><U><B>Transfer of Shares</B></U>. Upon surrender to the corporation or transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a
new certificate to the person entitled thereto, cancel the old certificate and record the
transaction upon its books. Whenever any transfer of shares shall be made for collateral security,
and not absolutely, it shall be so expressed in the entry of transfer if, when certificates are
presented to the corporation for transfer, both the transferor and the transferee request the
corporation to do so.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;4. </B><U><B>Shareholders Record Date</B></U>. In order that the corporation may determine the
Shareholders entitled to notice of or to vote at any meeting of Shareholders or any adjournment
thereof or to express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not
be more than sixty (60)&nbsp;nor less than ten (10)&nbsp;days before the date of such meeting or in the case
of a merger, consolidation, share exchange, dissolution or sale, lease or exchange of assets, not
less than twenty (20)&nbsp;days, nor more than sixty (60)&nbsp;days prior to any other action. A
determination of Shareholders of record entitled to notice of or to vote at a meeting of
Shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;5. </B><U><B>Registered Shareholders</B></U>. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to receive dividends,
and to vote as such owner, and to hold liable for calls and assessments a person registered on its
books, as the owner of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of Illinois.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;6. </B><U><B>Dividends</B></U>. Subject to the provisions of the Articles of Incorporation, the
Board of Directors may, out of funds legally available therefor at any regular or special meeting
declare dividends upon the capital stock of the corporation as and when they deem expedient.
Dividends may be paid in cash, in property, or in shares of capital stock of the corporation,
subject to the provisions of the Articles of Incorporation. Before declaring any dividend there may
be set apart out of any funds of the corporation available for dividends, such sum or sums as the
directors from time to time in their discretion deem proper for working capital or as a reserve
fund to meet contingencies or for equalizing dividends or for such other purposes as the directors
shall deem conducive to the interests of the corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;7. </B><U><B>Seal</B></U>. The corporate seal shall be circular in form and shall contain the
name of the corporation, the year of its creation and the words &#147;CORPORATE SEAL ILLINOIS.&#148; Said
seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;8. </B><U><B>Fiscal Year</B></U>. The fiscal year of the corporation shall be determined by
resolution of the Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;9. </B><U><B>Checks</B></U>. All checks, drafts or other orders for the payment of money, notes
or other evidences of indebtedness issued in the name of the corporation shall be signed by such
officer or officers, agent or agents of the corporation, and in such manner as shall be determined
from time to time by resolution of the Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;10. </B><U><B>Notice and Waiver of Notice</B></U>. Whenever any notice is required by these
By-Laws to be given, personal notice is not meant unless expressly so stated, and any notice so
required shall be deemed to be sufficient if given by depositing the same in the United States
mail, postage prepaid, addressed to the person entitled thereto at
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">his address as it appears on the records of the corporation, and such notice shall be deemed to
have been given on the day of such mailing. Shareholders not entitled to vote shall not be entitled
to receive notice of any meetings except as otherwise provided by statute.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Whenever any notice whatever is required to be given under the provisions of any law, or under
the Provisions of the Articles of Incorporation of the corporation or these By-Laws, a waiver
thereof in writing, signed by the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction
of any business because the meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of any regular or special meeting of the Shareholders, directors or
members of a committee of directors need be specified in any written waiver of notice.
</DIV>

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


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><U><B>INDEMNIFICATION OF</B></U><BR>
<U><B>DIRECTORS, EMPLOYEES AND AGENTS</B></U>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each person who at any time is or shall have been a director or officer of the corporation, or
is or shall have been serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified by the corporation in accordance with and to the full extent permitted by the law of
the State of Illinois as in effect at the time of adoption of this By-law or as amended from time
to time. The foregoing right of indemnification shall not be deemed exclusive of any other rights
to which a person seeking indemnification may be entitled under any By-law, agreement, vote of
shareholders or disinterested directors or otherwise. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or
agent to repay such amount unless it shall ultimately be determined that he is entitled to be
indemnified by the corporation. If authorized by the Board of Directors, the corporation may
purchase and maintain insurance on behalf of any person to the full extent permitted by the law of
the State of Illinois as in effect at the time of the adoption of this By-law or as amended from
time to time.
</DIV>

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


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

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These By-Laws may be altered or repealed and By-Laws may be made at any annual meeting of the
Shareholders or at any special meeting thereof if notice of the proposed alteration or repeal or
By-Law or By-Laws to be made be contained in the notice of such special meeting, by the affirmative
vote of a majority of the stock issued and outstanding and entitled to vote thereat, or by the
affirmative vote of a majority of the Board of Directors, at any regular meeting of the Board of
Directors, or at any special meeting of the Board of Directors, if notice of the proposed
alteration or repeal, or By-Law or By-Laws to be made, be contained in the notice of such special
meeting.
</DIV>


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<TYPE>EX-3.2
<SEQUENCE>3
<FILENAME>c09323exv3w2.htm
<DESCRIPTION>AMENDED AND RESTATED BYLAWS
<TEXT>
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<DIV style="font-family: 'Times New Roman',Times,serif">


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


<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><I>Reflecting
all amendments through <STRIKE>March 31, 2004</STRIKE> October&nbsp;19, 2006</I>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>AMENDED AND RESTATED BY-LAWS</B></U><BR>
<U> <B>OF</B></U><BR>
<U><B>CDW CORPORATION</B></U>
</DIV>


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

</DIV>

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

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;1. </B><U><B>Registered Office</B></U>. The corporation shall establish and maintain a registered office
<STRIKE>shall be established and maintained at c/o CT Corporation
System, 208 S. LaSalle Street, Chicago, Illinois 60604 and CT
Corporation System shall be the registered agent of this corporation in
charge thereof</STRIKE> in the State of Illinois.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;2. </B><U><B>Other Offices</B></U>. The corporation may have other offices, either within or without the
State of Illinois, at such place or places as the Board of Directors may from time to time appoint
or the business of the corporation may require.
</DIV>

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


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

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;1. </B><U><B>Annual Meetings</B></U>. Annual meetings of Shareholders for the election of directors and
for the transaction of such other business as may properly be brought before the meeting in
accordance with these By-Laws shall be held at such place, either within or without the State of
Illinois, and at such time and date as the Board of Directors, by resolutions, shall determine and
as set forth in the notice of the meeting. In the event the Board of Directors fails to so
determine the time, date and place of meeting, the annual meeting of Shareholders shall be held at
the offices of CDW Corporation, 200 North Milwaukee Avenue, Vernon Hills, Illinois on May 1 at 6:00
p.m. central standard time. If this date shall fall upon a Saturday, Sunday or a legal holiday, the
meeting shall be held on the next succeeding business day.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At each annual meeting, the Shareholders entitled to vote may only transact such business as
may properly be brought before the meeting. For business to be properly brought before an annual
meeting, it must be: (i)&nbsp;authorized by the Board of Directors and specified in the notice, or a
supplemental notice, of the meeting, (ii)&nbsp;otherwise brought before the meeting by or at the
direction of the Board of Directors or the chairman of the meeting, or (iii)&nbsp;otherwise properly
brought before the meeting by a Shareholder. For business to be properly brought before an annual
meeting by a Shareholder, the Shareholder must have given written notice thereof to the Secretary
of the corporation, delivered or mailed to and received at the principal executive offices of the
corporation not less than ninety (90)&nbsp;days nor more than one hundred twenty (120)&nbsp;days prior to the
anniversary of the date of the immediately preceding annual meeting; provided, however, that in the
event that no annual meeting was held in the previous year or the annual meeting is called for a
date that is not within thirty (30)&nbsp;days from the anniversary date of the preceding year&#146;s annual
meeting date, written notice by a Shareholder in order to be timely must be received not later than
the close of business on the tenth day following the day on which the first public disclosure of
the date of the annual meeting was made. Delivery shall be by hand or by certified or registered
mail, return receipt requested. In no event shall the public disclosure of an adjournment of an
annual meeting commence a new time period for the giving of Shareholder&#146;s notice as described
above. A Shareholder&#146;s notice to the Secretary shall set forth as to each item of business the
Shareholder proposes to bring before the meeting: (1)&nbsp;a description of such item and the reasons
for conducting such business at the meeting, (2)&nbsp;the name and address, as they appear on the
corporation&#146;s records, of the Shareholder proposing such business, (3)&nbsp;a representation that the
Shareholder is a holder of record of shares of stock of the corporation entitled to vote with
respect to such business and intends to appear in person or by proxy at the meeting to move the
consideration of such business, (4)&nbsp;the class and number of shares of stock of the corporation
which are beneficially owned by the Shareholder (determined in accordance with regulations under
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Section&nbsp;13 of the Securities Exchange Act of 1934, as amended), and (5)&nbsp;a description of all
arrangements or
understandings between such Shareholder and any other person or persons (including their names) in
connection with the proposal of such business by such Shareholder and any material interest of such
Shareholder in such business. No business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Section&nbsp;1. The chairman of the annual meeting at
which any business is proposed by a Shareholder shall, if the facts warrant, determine and declare
to the meeting that such business was not properly brought before the meeting in accordance with
the provisions of this Section&nbsp;1, and, in such event, the business not properly before the meeting
shall not be transacted.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;2. Other Meetings</B>. Meetings of Shareholders for any other purpose may be held at such
time and place, within or without the State of Illinois, as shall be stated in the notice of the
meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;3. </B><U><B>Voting</B></U>. Each Shareholder entitled to vote in accordance with the terms of the
Articles of Incorporation and in accordance with the provisions of these By-Laws shall be entitled
to one vote, in person or by proxy, for each share of stock entitled to vote held by such
Shareholder, but no proxy shall be voted after eleven (11)&nbsp;months from its date unless such proxy
provides for a longer period. Upon the demand of any Shareholder, the vote for directors and the
vote upon any question before the meeting, shall be by ballot. All elections for directors and, all
other questions shall be elected by majority vote except as otherwise provided by the Articles of
Incorporation or the laws of the State of Illinois.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The officer or agent having charge of the transfer books for shares of the Company shall make,
at least 10&nbsp;days before each meeting of Shareholders, a complete list of the Shareholders entitled
to vote at such meeting, arranged in alphabetical order, with the address of and the number of
shares held by each Shareholder, which list, for a period of ten days prior to such meeting, shall
be kept on file at the registered office of the Company and shall be subject to inspection by any
Shareholder at any time during usual business hours. The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be inspected by any
Shareholder who is present.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;4. </B><U><B>Quorum</B></U>. Except as otherwise required by Law, by the Articles of Incorporation or by
these By-Laws, the presence, in person or by proxy, of Shareholders holding a majority of the stock
of the corporation entitled to vote shall constitute a quorum at all meetings of the Shareholders.
In case a quorum shall not be present at any meeting, a majority in interest of the Shareholders
entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting
from time to time, without notice other than at the meeting, until the requisite amount of stock
entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of
stock entitled to vote shall be represented, any business may be transacted which might have been
transacted at the meeting as originally noticed; but only those Shareholders entitled to vote at
the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments
thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;5. </B><U><B>Special Meetings</B></U>. Special meetings of the Shareholders for any purpose or purposes
may be called by (i)&nbsp;the Chairman of the Board of Directors, (ii)&nbsp;the President, (iii)&nbsp;by
resolution of the directors or (iv)&nbsp;by the holders of not less than one-fifth of all the
outstanding shares of the corporation. The business transacted at a special meeting of the
Shareholders shall be limited solely to matters relating to the purpose or purposes stated in the
notice of such special meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;6. </B><U><B>Notice of Meetings</B></U>. Written notice, stating the place, date and time of the meeting
and the general nature of the business to be considered, shall be given to each Shareholder
entitled to vote thereat at his address as it appears on the records of the corporation, not less
than ten (10)&nbsp;or in the case of a merger, consolidation, share exchange, dissolution or sale, lease
or exchange of assets, not less than twenty (20)&nbsp;days, nor more than sixty (60)&nbsp;days before the
date of the meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;7.</B><U><B> Action Without Meeting</B></U>. Unless otherwise provided by the Articles of Incorporation,
any action required to be taken at any annual or special meeting of Shareholders, or any action
which may be taken at any annual or special meeting, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by (i)&nbsp;the holders of outstanding
shares having not less than the minimum number of votes that
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voting, <I>provided</I>, that at least five days prior notice of the proposed action is given
in writing to all shareholders entitled to vote with respect to the subject matter thereof, or (ii)
all of the Shareholders entitled to vote with respect to the subject matter thereof.
</DIV>

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


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

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;1. </B><U><B>Number and Term</B></U>. The number of directors shall be no fewer than seven (7)&nbsp;and no
more than twelve (12). The specific number of directors within that range shall be determined by
resolution of the Board of Directors. The directors shall be elected at the annual meeting of the
Shareholders and each director shall be elected to serve until his successor shall be elected and
shall qualify.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;2. </B><U><B>Election</B></U>. Only persons who are nominated in accordance with the procedures set
forth in this Section&nbsp;2 shall be eligible for election at a meeting of Shareholders as directors of
the corporation. Nominations of persons for election to the Board of Directors may be made at a
meeting of Shareholders by the Board of Directors or by any Shareholder of the corporation entitled
to vote in the election of directors at the meeting who complies with the notice procedures set
forth in this Section&nbsp;2. Any nomination by a Shareholder must be made by written notice to the
Secretary delivered or mailed to and received at the principal executive offices of the
corporation: (i)&nbsp;with respect to an election to be held at an annual meeting of Shareholders, not
less than ninety (90)&nbsp;days nor more than one hundred twenty (120)&nbsp;days prior to the anniversary
date of the immediately preceding annual meeting; provided, however, that in the event that no
annual meeting was held in the previous year or the annual meeting is called for a date that is not
within thirty (30)&nbsp;days from the anniversary date of the preceding year&#146;s annual meeting date,
written notice by the Shareholder in order to be timely must be so received not later than the
close of business on the tenth day following the day on which public disclosure of the date of the
annual meeting was made, and (ii)&nbsp;with respect to an election to be held at a special meeting of
Shareholders called for the purpose of electing directors, not later than the close of business on
the tenth day following the day on which the first public disclosure of the date of the special
meeting was made. Delivery shall be by hand, or by certified or registered mail, return receipt
requested. In no event shall the public announcement of an adjournment of any annual or special
meeting commence a new time period for giving of a Shareholder notice as described above. A
Shareholder&#146;s notice to the Secretary shall set forth (a)&nbsp;as to each person whom the Shareholder
proposes to nominate for election or re-election as a director: (1)&nbsp;the name, age, business address
and residence address of such person, (2)&nbsp;the principal occupation or employment of such person,
(3)&nbsp;the class and number of shares of stock of the corporation which are beneficially owned by such
person (determined in accordance with regulations under Section&nbsp;13 of the Securities Exchange Act
of 1934, as amended), (4)&nbsp;any other information relating to such person that would be required to
be disclosed in solicitations of proxies for the election of such person as a director of the
corporation pursuant to Regulation&nbsp;14A under the Securities Exchange Act of 1934, as amended, had
the nominee been nominated by the Board of Directors, and (5)&nbsp;such person&#146;s written consent to
being named in any proxy statement as a nominee and to serving as a director if elected; and (b)&nbsp;as
to the Shareholder giving notice: (1)&nbsp;the name and address, as they appear on the corporation&#146;s
records, of such Shareholder, (2)&nbsp;the class and number of shares of stock of the corporation which
are beneficially owned by such Shareholder (determined as provided in clause (3)&nbsp;above), (3)&nbsp;a
representation that the Shareholder is a holder of record of stock of the corporation entitled to
vote on the election of directors at such meeting and that such Shareholder intends to appear in
person or by proxy at the meeting to nominate the person or persons specified in the notice, and
(4)&nbsp;a description of all agreements, arrangements or understandings between the Shareholder and
each nominee of the Shareholder and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the Shareholder. At the request
of the Board of Directors, any person nominated by the Board of Directors for election as a
director shall furnish to the Secretary that information required to be set forth in a
Shareholder&#146;s notice of nomination which pertains to the nominee. The corporation may require any
proposed nominee to furnish such other information as may reasonably be required by the corporation
to determine the eligibility of such proposed nominee to serve as a director of the corporation.
The chairman of the meeting at which a Shareholder nomination is presented shall, if the facts
warrant, determine and declare to the meeting that such nomination was not made in accordance with
the procedures prescribed by this Section&nbsp;2, and, in such event, the defective nomination shall be
disregarded.
</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;3. </B><U><B>Resignations</B></U>. Any director, member of a committee or other officer may resign at
any time. Such resignation shall be made in writing, and shall take effect at the time specified
therein, and if no time be specified, at the time of its receipt by the Chairman of the Board of
Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;4. </B><U><B>Vacancies</B></U>. If the office of any director, member of a committee or other officer
becomes vacant, the remaining directors in office, though less than a quorum by a majority vote,
may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term
and until his successor shall be duly chosen.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;5. </B><U><B>Removal</B></U>. Any director or directors may be removed either for or without cause at
any time by the affirmative vote of the holders of a majority of all the shares of stock
outstanding and entitled to vote, at a special meeting of the Shareholders called for the purpose
and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by
the affirmative vote of a majority in interest of the Shareholders entitled to vote.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;6. </B><U><B>Increase or Decrease of Number</B></U>. The number of directors may be increased or
decreased (but not below three (3)) by amendment of these By-Laws by the affirmative vote of a
majority of the directors, though less than a quorum, or, by the affirmative vote of a majority in
interest of the Shareholders, at the annual meeting or at a special meeting called for that
purpose, and by like vote the additional directors may be chosen at such meeting to hold office
until the next annual election and until their successors are elected and qualify.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;7. </B><U><B>Powers</B></U>. The Board of Directors shall exercise all of the powers of the corporation
except such as are by law, or by the Articles of Incorporation of the corporation or by these
By-Laws conferred upon or reserved to the Shareholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;8. </B><U><B>Committees</B></U>. The Board of Directors may, by resolution or resolutions passed by a
majority of the whole board, designate one or more committees, each
committee to consist of <strike>two (2)</strike> one or
more of the directors of the corporation. The board may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any such absent or disqualified member.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any such committee, to the extent permitted by law and as provided in the resolution of the
Board of Directors, or in these By-Laws, shall have and may exercise all the powers and authority
of the Board of Directors in the management of the business and affairs of the corporation, and may
authorize the seal of the corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to amending the Articles of Incorporation,
adopting an agreement of merger or consolidation, recommending to the Shareholders the sale, lease
or exchange of all or substantially all of the corporation&#146;s property and assets, recommending to
the Shareholders a dissolution of the corporation or a revocation of a dissolution, or amending the
By-Laws of the corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;9. </B><U><B>Meetings</B></U>. The Board of Directors of the corporation may hold meetings, both regular
and special, either within or without the State of Illinois.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The first meeting of each newly elected Board of Directors shall be held immediately after the
annual meeting of Shareholders without any notice other than these By-Laws. The newly elected
directors may hold their first meeting for the purpose of organization and the transaction of
business, if a quorum be present, immediately after the annual meeting of the Shareholders; or the
time and place of such meeting may be fixed by consent in writing of all the directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Regular meetings of the directors may be held without notice at such places and times as shall
be determined from time to time by resolution of the directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Special meetings of the Board of Directors may be called by the Chairman of the Board and
shall be called by Chairman of the Board on the written request of any two directors on at least
two (2)&nbsp;days notice to each director
</DIV>

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



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">and shall be held at such place or places as may be determined by the directors, or as shall be
stated in the call of the meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless otherwise restricted by the Articles of Incorporation or these By-Laws, members of the
Board of Directors, or any committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors, or any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the meeting can hear each
other, and such participation in a meeting shall constitute presence in person at the meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;10. Quorum</B>. A majority of the directors shall constitute a quorum for the transaction
of business. If at any meeting of the board there shall be less than a quorum present, a majority
of those present may adjourn the meeting from time to time until a quorum is obtained, and no
further notice thereof need be given other than by announcement at the meeting which shall be so
adjourned.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;11. Compensation</B>. Unless otherwise restricted by the Articles of Incorporation, the
Board of Directors may be paid their expenses, if any, of attendance at each meeting of the Board
of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. The directors may also be entitled to
participate in <strike>the Director Stock Option Plan or</strike> such equity
and other benefit plans as they shall determine. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation therefor.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;12. Action Without Meeting</B>. Any action required or permitted to be taken at any
meeting of the Board of Directors, or of any committee thereof, may, to the fullest extent
permitted by law, be taken without a meeting, <strike>if
prior</strike> pursuant to <strike>such action</strike> a written
consent <strike>thereto is</strike> signed by all members
of the board, or of such committee as the case may be, and all such
written <strike>consent is </strike> consents shall be
filed with the minutes or proceedings of the board or committee.
</DIV>

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


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

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;1. </B><U><B>Officers</B></U>. The officers of the corporation shall be a Chairman of the Board of
Directors, a Chief Executive Officer, a President, a Treasurer and a Secretary, all of whom shall
be elected by the Board of Directors and who shall hold office until their successors are elected
and qualified. In addition, the Board of Directors may elect one or more Vice Presidents and such
Assistant Secretaries and Assistant Treasurers as they may deem proper. None of the officers (other
than the Chairman of the Board of Directors) of the corporation need be directors. The officers
shall be elected at the first meeting of the Board of Directors after each annual meeting. More
than <strike>two (2) offices</strike> one office may be held by the same person.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;2. </B><U><B>Other Officers and Agents</B></U>. The Board of Directors may appoint such other officers
and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined 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;<B>Section&nbsp;3. </B><U><B>Chairman of the Board</B></U>. The Chairman of the Board of Directors shall preside at all
meetings of directors and shareholders of the corporation and may call meetings of the Board of
Directors. The Chairman of the Board of Directors shall also perform such other duties as may be
assigned to him by the Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;4. </B><U><B>Vice Chairman of the Board</B></U>. The Vice Chairman of the Board of Directors shall have
such powers and shall perform such duties as shall be assigned to him by the Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;5. </B><U><B>Chief Executive Officer</B></U>. The Chief Executive Officer of the corporation shall
formulate policies with respect to the affairs of the corporation and shall have general powers of
supervision and management.
</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;6. </B><U><B>President</B></U>. The President shall be the chief operating officer of the corporation
and, subject to the direction of the Chairman of the Board of Directors, shall supervise and direct
and be responsible for the direction of
the ongoing business of the corporation. In the absence of the Chairman of the Board of Directors,
the President shall preside at meetings of the Shareholders and the Board of Directors. Except as
the Board of Directors shall authorize the execution thereof in some other manner, the President
shall be authorized to execute bonds, mortgages and other contracts on behalf of the corporation to
cause the corporation&#146;s seal to be affixed to any instrument requiring such seal, and when so
affixed such seal shall be attested by the signatures of the Secretary or Assistant Secretary.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;7.</B><U><B> Vice President</B></U>. Each Vice President shall have such powers and shall perform such
duties as shall be assigned to him by the directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;8. </B><U><B>Treasurer</B></U>. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate account of receipts and disbursements in books
belonging to the corporation. He shall deposit all moneys and other valuables in the name and to
the credit of the corporation in such depositaries as may be designated by the Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of
Directors, the Chairman of the Board of Directors, or the President, taking proper vouchers for
such disbursements. He shall render to the Chairman of the Board of Directors, President and Board
of Directors <STRIKE>at the regular meetings of the Board of Directors
or</STRIKE>, whenever <STRIKE>they</STRIKE> any of them may request it, an account of all his transactions as
Treasurer and of the financial condition of the corporation. If required by the Board of Directors,
he shall give the corporation a bond for the faithful discharge of his duties in such amount and
with such surety as the board shall prescribe.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;9.
</B><U><B>Secretary</B></U>. The Secretary shall give, or cause to be
given, notice of all <STRIKE>meeting</STRIKE> meetings
of Shareholders and directors, and all other notices required by law or by these By-Laws, and in
case of his absence or refusal or neglect so to do, any such notice may be given by any person
thereunto directed by the Chairman of the Board of Directors, President, or by the directors, or
Shareholders, upon whose requisition the meeting is called as provided in these By-Laws. He shall
record all the proceedings of the meetings of the corporation and of the directors in a book to be
kept for that purpose, and shall perform such other duties as may be assigned to him by the
directors or the Chairman of the Board of Directors, or the President. He shall have the custody of
the seal of the corporation and shall affix the same to all instruments requiring it, when
authorized by the directors or the Chairman of the Board of Directors, or the President, and attest
the same.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;10. </B><U><B>Assistant Treasurers and Assistant Secretaries</B></U>. Assistant Treasurers and Assistant
Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as
shall be assigned to them respectively, by the Board of Directors.
</DIV>

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


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

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;1. </B><U><B>Certificates of Stock</B></U>. Every holder of stock in the corporation shall be entitled
to have a certificate certifying the number of shares owned by him in the corporation, signed by
the Chairman, the President or the Vice President and the Treasurer or an Assistant Treasurer, or
Secretary or an Assistant Secretary. Where a certificate is countersigned (1)&nbsp;by a transfer agent
other than the corporation or its employee, or (2)&nbsp;by a registrar other than the corporation or its
employee, any other signature on the certificate may be facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;2. </B><U><B>Lost Certificates</B></U>. A new certificate of stock may be issued in the place of any
certificate theretofore issued by the corporation, alleged to have been lost, stolen or destroyed,
and the directors may, in their discretion, require the owner of the lost, stolen or destroyed
certificate, or his legal representative, to give the corporation a bond, in such sum as they may
direct, sufficient to indemnify the corporation against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate, or the issuance of any
such new certificate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;3. </B><U><B>Transfer of Shares</B></U>. Upon surrender to the corporation or transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment <strike>of</strike>or authority to transfer, it shall be the duty of the corporation to issue
a new certificate to the person entitled thereto, cancel the old certificate and record the
transaction upon its books. Whenever any transfer of shares shall be made for collateral security,
and not absolutely, it shall be so expressed in the entry of transfer if, when certificates are
presented to the corporation for transfer, both the transferor and the transferee request the
corporation to do so.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;4. </B><U><B>Shareholders Record Date</B></U>. In order that the corporation may determine the
Shareholders entitled to notice of or to vote at any meeting of Shareholders or any adjournment
thereof or to express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not
be more than sixty (60)&nbsp;nor less than ten (10)&nbsp;days before the date of such meeting or in the case
of a merger, consolidation, share exchange, dissolution or sale, lease or exchange of assets, not
less than twenty (20)&nbsp;days, nor more than sixty (60)&nbsp;days prior to any other action. A
determination of Shareholders of record entitled to notice of or to vote at a meeting of
Shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;5. </B><U><B>Registered Shareholders</B></U>. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to receive dividends,
and to vote as such owner, and to hold liable for calls and assessments a person registered on its
books, as the owner of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of Illinois.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;6. </B><U><B>Dividends</B></U>. Subject to the provisions of the Articles of Incorporation, the Board of
Directors may, out of funds legally available therefor at any regular or special meeting declare
dividends upon the capital stock of the corporation as and when they deem expedient. Dividends may
be paid in cash, in property, or in shares of capital stock of the corporation, subject to the
provisions of the Articles of Incorporation. Before declaring any dividend there may be set apart
out of any funds of the corporation available for dividends, such sum or sums as the directors from
time to time in their discretion deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the directors shall deem
conducive to the interests of the corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;7. </B><U><B>Seal</B></U>. The corporate seal shall be circular in form and shall contain the name of
the corporation, the year of its creation and the words &#147;CORPORATE SEAL ILLINOIS.&#148; Said seal may be
used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;8. </B><U><B>Fiscal Year</B></U>. The fiscal year of the corporation shall be determined by resolution
of the Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;9. </B><U><B>Checks</B></U>. All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation shall be signed by such officer or
officers, agent or agents of the corporation, and in such manner as shall be determined from time
to time by resolution of the Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;10. </B><U><B>Notice and Waiver of Notice</B></U>. Whenever any notice is required by these By-Laws to
be given, personal notice is not meant unless expressly so stated, and any notice so required shall
be deemed to be sufficient if given by depositing the same in the United States mail, postage
prepaid, addressed to the person entitled thereto at
</DIV>

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



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">his address as it appears on the records of the corporation, and such notice shall be deemed to
have been given on the day of such mailing. Shareholders not entitled to vote shall not be entitled
to receive notice of any meetings except as otherwise provided by statute.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Whenever any notice whatever is required to be given under the provisions of any law, or under
the Provisions of the Articles of Incorporation of the corporation or these By-Laws, a waiver
thereof in writing, signed by the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction
of any business because the meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of any regular or special meeting of the Shareholders, directors or
members of a committee of directors need be specified in any written waiver of notice.
</DIV>

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


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><U><B>INDEMNIFICATION OF</B></U><BR>
<U><B>DIRECTORS, EMPLOYEES AND AGENTS</B></U>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each person who at any time is or shall have been a director or officer of the corporation, or
is or shall have been serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified by the corporation in accordance with and to the full extent permitted by the law of
the State of Illinois as in effect at the time of adoption of this By-law or as amended from time
to time. The foregoing right of indemnification shall not be deemed exclusive of any other rights
to which a person seeking indemnification may be entitled under any By-law, agreement, vote of
shareholders or disinterested directors or otherwise. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or
agent to repay such amount unless it shall ultimately be determined that he is entitled to be
indemnified by the corporation. If authorized by the Board of Directors, the corporation may
purchase and maintain insurance on behalf of any person to the full extent permitted by the law of
the State of Illinois as in effect at the time of the adoption of this By-law or as amended from
time to time.
</DIV>

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


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

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These By-Laws may be altered or repealed and By-Laws may be made at any annual meeting of the
Shareholders or at any special meeting thereof if notice of the proposed alteration or repeal or
By-Law or By-Laws to be made be contained in the notice of such special meeting, by the affirmative
vote of a majority of the stock issued and outstanding and entitled to vote thereat, or by the
affirmative vote of a majority of the Board of Directors, at any regular meeting of the Board of
Directors, or at any special meeting of the Board of Directors, if notice of the proposed
alteration or repeal, or By-Law or By-Laws to be made, be contained in the notice of such special
meeting.
</DIV>


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