**Exhibit 3iii.3**

** **

**AMENDED AND RESTATED**

 

**BYLAWS**

 

**OF**

 

**ILLINI CORPORATION**

 

 

 

As Adopted on June 27, 2002

 

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**TABLE OF CONTENTS**

 
| ARTICLE I     OFFICES                   |
|-------------------------------------------------------------|
| Section  1.1  Principal Office                         |
| Section  1.2  Registered Office                        |
|                                                        |
| ARTICLE  II  SHAREHOLDERS                              |
| Section  2.1  Annual Meeting                           |
| Section  2.2  Special Meetings                         |
| Section  2.3  Place of Meeting                         |
| Section  2.4  Notice of Meetings                       |
| Section  2.5  Meeting of all Shareholders              |
| Section  2.6  Advance Notice of Shareholder  Proposals |
| Section  2.7  Fixing of Record Date                    |
| Section  2.8  Voting Lists                             |
| Section  2.9  Quorum                                   |
| Section 2.10  Proxies                                  |
| Section 2.11  Voting of Shares                         |
| Section 2.12  Voting of Shares by Certain Holders      |
| Section 2.13  Inspectors                          |
| Section 2.14  Informal Action by Shareholders          |
| Section 2.15  Voting by Ballot                         |
|                                                        |
| ARTICLE  III    DIRECTORS                    |
| Section  3.1  General Powers                           |
| Section  3.2  Number, Tenure and Qualifications        |
| Section  3.3  Regular Meeting                          |
| Section  3.4  Special Meetings                         |
| Section  3.5  Notice                                   |
| Section  3.6  Quorum                                   |
| Section  3.7  Manner of Acting                         |
| Section  3.8  Resignations                             |
| Section  3.9  Vacancies                                |
| Section 3.10  Informal Action by Directors             |
| Section 3.11  Committees                               |
| Section 3.12  Compensation                             |
| Section 3.13  Presumption of Assent                    |

 

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| Section 3.14  Advance Notice of Nominations for Directors                |
|-------------------------------------------------------------------------------|
|                                                                          |
| ARTICLE  IV    OFFICERS                                        |
| Section  4.1  Number                                                     |
| Section  4.2  Election and Term of Office                                |
| Section  4.3  Removal                                                    |
| Section  4.4  Vacancies                                                  |
| Section  4.5  Chairman and Vice-Chairman of the  Board                   |
| Section  4.6  President                                                  |
| Section  4.7  The Vice Presidents                                        |
| Section  4.8  The Treasurer                                              |
| Section  4.9  The Secretary                                              |
| Section 4.10  Assistant Treasurers and Assistant Secretaries             |
|                                                                          |
| ARTICLE V      CONTRACTS, LOANS, CHECKS AND DEPOSITS |
| Section  5.1  Contracts                                                  |
| Section  5.2  Loans                                                      |
| Section  5.3  Checks, Drafts, Etc                                        |
| Section  5.4  Deposits                                                   |
|                                                                          |
| ARTICLE VI    CERTIFICATES FOR SHARES AND THEIR TRANSFER       |
| Section  6.1  Certificates for Shares                                    |
| Section  6.2  Lost Certificates                                          |
| Section  6.3  Transfers of Shares                                        |
|                                                                          |
| ARTICLE VII VOTING OF  SECURITIES                                             |
|                                                                          |
| ARTICLE VIII INDEMNIFICATION                                                  |
|                                                                          |
| ARTICLE IX FISCAL YEAR                                                        |
|                                                                          |
| ARTICLE X     DIVIDENDS                                   |
|                                                                          |
| ARTICLE XI SEAL                                                               |
|                                                                          |
| ARTICLE XII WAIVER OF  NOTICE                                                 |
|                                                                          |
| ARTICLE XIII  AMENDMENTS                                                      |

 

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**BYLAWS**

 

**OF**

 

**ILLINI CORPORATION**

 

**ARTICLE IOFFICES**

 

**Section 1.1****  Principal Office.**  Theprincipal office of the Corporation in the State of Illinois shall be locatedin the City of Springfield and County of Sangamon.  The Corporation may have such other offices, either within orwithout the State of Illinois, as the business of the Corporation may requirefrom time to time.

 

**Section 1.2****  Registered Office.**  Theregistered office of the Corporation required by the Illinois BusinessCorporation Act of 1983 to be maintained in the State of Illinois may be, butneed not be, identical with the principal office in the State of Illinois.

 

**ARTICLE IISHAREHOLDERS**

 

**Section 2.1****  Annual Meeting.** A meeting of shareholders shall be held at leastannually.  The date of the annual meetingof shareholders to be held in the year 2001 shall be set by resolution of theBoard of Directors prior to May 1, 2001. Effective for the year 2002, and all succeeding years, the date ofannual meeting of shareholders shall be set by resolution of the Board ofDirectors no later than the last day of the calendar year preceding themeeting, and the date of such annual meeting shall be no earlier than May 1 andno later than August 1.  If the dayfixed for the annual meeting shall be a legal holiday, such meeting shall beheld on the next succeeding business day. If the election of Directors shall not be held on the day designatedherein for any annual meeting, or at any adjournment thereof, the Board ofDirectors shall cause the election to be held at a meeting of the shareholdersas soon thereafter as may be convenient.

 

**Section 2.****2  Special Meetings.**  Specialmeetings of the shareholders may be called by the President, by the Board ofDirectors or by the holders of not less than one-fifth of all the outstandingshares of the Corporation.

 

**Section 2.3****  Place of Meeting.**  TheBoard of Directors may designate any place, either within or without the Stateof Illinois, as the place of meeting for any annual meeting or for any

 

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specialmeeting called by the Board of Directors. A waiver of notice signed by all shareholders may designate any place,either within or without the State of Illinois, as the place for the holding ofsuch meeting.  If no designation ismade, or if a special meeting be otherwise called, the place of meeting shallbe the registered office of the Corporation in the State of Illinois, except asotherwise provided in Section 2.5, Meeting of all Shareholders.

 

**Section 2.4****  Notice of Meetings.**  Writtenor printed notice stating the place, day and hour of the meeting, and in thecase of a special meeting, the purpose or purposes for which the meeting iscalled, shall be delivered not less than ten (10) nor more thansixty (60) days before the date of the meeting, or in the case of amerger, consolidation, share exchange, dissolution or sale, lease or exchangeof assets not less than twenty (20) nor more than sixty (60) daysbefore the meeting, either personally or by mail, by or at the direction of thePresident, or the Secretary, or the officer or persons calling the meeting, toeach shareholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to bedelivered when deposited in the United States mail, addressed to theshareholder at his address as it appears on the records of the Corporation,with postage thereon prepaid.  When ameeting is adjourned to another time or place, notice need not be given of theadjourned meeting if the time and place thereof are announced at the meeting atwhich the adjournment is taken.

 

**Section 2.5****  Meeting of all Shareholders.**  If allof the shareholders shall meet at any time and place, either within or withoutthe State of Illinois, and consent to the holding of a meeting at such time andplace, such meeting shall be valid without call or notice, and at such meetingany corporate action may be taken.

 

**Section 2.6****  Advance Notice of Shareholder Proposals.** (a) Business to be considered by the shareholders shall be broughtbefore an annual meeting (i) pursuant to the Corporation’s notice ofmeeting, (ii) by or at the direction of the Board of Directors or(iii) by any shareholder of the Corporation who was a shareholder ofrecord at the time of giving of notice provided for in this Section 2.6(a),who is entitled to vote with respect thereto and who complies with the noticeprocedures set forth in this Section 2.6(a).  For business to be properly brought before an annual meeting by ashareholder, the shareholder must have given timely notice thereof in writingto the Secretary of the Corporation and such proposed business must otherwisebe a proper matter for shareholder action. To be timely, a shareholder’s notice must be delivered to or mailed toand received by the Secretary at the principal executive offices of theCorporation not later than the close of business on January 2 of the year inwhich the annual meeting at which such shareholder proposal will be consideredis to be held.  In no event shall thepublic or other announcement of an adjournment of an annual meeting or theadjournment thereof commence a new time period for the giving of ashareholder’s notice as described above. Such shareholder’s notice to the Secretary shall set forth (i) asto any business the shareholder proposes to bring before the annual meeting,(A) a

 

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briefdescription of the business desired to be brought before the annual meeting,(B) the reasons for conducting such business at the annual meeting, (C) anymaterial interest in such business of such shareholder and (D) thebeneficial owner, if any, on whose behalf the proposal is made, and(ii) as to the shareholder giving the notice and the beneficial owner, ifany, on whose behalf the proposed business is to be brought, (A) the nameand address of such shareholder, as they appear on the Corporation’s books, andthe name and address of such beneficial owner and (B) the class and numberof shares of the Corporation’s capital stock that are owned beneficially and ofrecord by such shareholder and such beneficial owner.

 

(b)           At any specialmeeting of the shareholders, only such business shall be conducted as shallhave been brought before the meeting pursuant to the Corporation’s notice ofmeeting.

 

(c)           Notwithstandinganything in these Bylaws of the Corporation to the contrary, only such businessshall be brought before or conducted at a meeting of shareholders as shall havebeen brought before the meeting in accordance with the procedures set forth inthis Section 2.6.  The officer ofthe Corporation or other person presiding over the meeting shall, if the factsso warrant, determine and declare to the meeting that business was not broughtbefore the meeting in accordance with the provisions of this Section 2.6and, if such person should so determine, such person shall so declare to themeeting and any such business so determined not to be properly before themeeting shall be disregarded.

 

**Section 2.7****  Fixing of Record Date.**  For thepurpose of determining shareholders entitled to notice of or to vote at anymeeting of shareholders, or shareholders entitled to receive payment of anydividend, or in order to make a determination of shareholders for any otherproper purpose, the Board of Directors of the Corporation may fix in advance adate as the record date for any such determination of shareholders, such datein any case to be not more than sixty (60) days and, for a meeting ofshareholders, not less than ten (10) days, or in the case of a merger,consolidation, share exchange, dissolution or sale, lease or exchange ofassets, not less than twenty (20) days, immediately preceding the date ofsuch meeting.  If no record date isfixed for the determination of shareholders entitled to notice of or to vote ata meeting of shareholders, or shareholders entitled to receive payment of adividend, the date on which notice of the meeting is mailed or the date onwhich the resolution of the Board of Directors declaring such dividend isadopted, as the case may be, shall be, the record date for such determinationof shareholders.  When a determinationof shareholders entitled to vote at any meeting of shareholders has been madeas provided in this Section, such determination shall apply to any adjournmentthereof.

 

**Section 2.8****  Voting Lists.**  Theofficer or agent having charge of the transfer books for shares of theCorporation shall make, within twenty (20) days after the record date fora meeting of shareholders or ten (10) days before such meeting, whicheveris earlier, a complete list of the

 

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shareholdersentitled to vote at such meeting, arranged in alphabetical order, showing theaddress of and the number of shares registered in the name of theshareholder.  For a period often (10) days prior to such meeting, such list shall be kept on file atthe registered office of the Corporation and shall be open to inspection by anyshareholder, and to copying at the shareholder’s expense, at any time duringusual business hours.  Such list shallalso be produced and kept open at the time and place of the meeting and may beinspected by any shareholder during the whole time of the meeting.  The original share ledger or transfer book,or a duplicate thereof kept in the State of Illinois, shall be primafacieevidence as to the shareholders who are entitled to examine such list, shareledger or transfer book or to vote at any meeting of shareholders.

 

**Section 2.9****  Quorum.**  Amajority of the outstanding shares of the Corporation, represented in person orby proxy, shall constitute a quorum at any meeting of shareholders; provided,that if less than a majority of the outstanding shares are represented at saidmeeting, a majority of the shares so represented may adjourn the meeting fromtime to time without further notice.  Ifa quorum is present, the affirmative vote of the majority of the sharesrepresented at the meeting shall be the act of the shareholders, unless thevote of a greater number or voting by classes is required by the IllinoisBusiness Corporation Act of 1983, the Articles of Incorporation or theseBylaws.  At any adjourned meeting atwhich a quorum shall be present, any business may be transacted which mighthave been transacted at the original meeting. Withdrawal of shareholders from any meeting shall not cause failure of aduly constituted quorum at that meeting.

 

**Section 2.10****  Proxies.**  At allmeetings of shareholders, a shareholder may vote by proxy, executed in writingby the shareholder or by his duly authorized attorney-in-fact.  Such proxy shall be filed with the Secretaryof the Corporation before or at the time of the meeting.  No proxy shall be valid after eleven monthsfrom the date of its execution, unless otherwise provided in the proxy.

 

**Section 2.11****  Voting of Shares.**  At allelections of directors and for the purposes of all other matters upon whichshareholders are entitled to vote, each shareholder shall be entitled to asmany votes as shall equal the number of voting shares of stock held by thatshareholder.  No cumulativevoting shall be permitted.

 

**Section 2.12****  Voting of Shares by Certain Holders.**  Sharesof the Corporation held by the Corporation in a fiduciary capacity may be votedand shall be counted in determining the total number of outstanding sharesentitled to vote at any given time.

 

Shares registered in the name of another corporation, domestic orforeign, may be voted by any officer, agent, proxy or other legalrepresentative authorized to vote such shares under the law of incorporation ofsuch corporation.  The Corporation maytreat the president and other person holding the position of chief executiveofficer of such other corporation as authorized to vote such

 

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shares, together with any other person indicated and any other holderof any office indicated by the corporate shareholder to the corporation as aperson or an officer authorized to vote such shares.  Such persons and officers indicated shall be registered by theCorporation on the transfer books for shares and included in any voting listprepared in accordance with Section 2.8, Voting Lists, of theseBylaws.

 

Shares registered in the name of a deceased person, a minor ward or aperson under legal disability may be voted by his or her administrator,executor, or court appointed guardian, either in person or by proxy, without atransfer of such shares into the name of such administrator, executor, or courtappointed guardian.  Shares registeredin the name of a trustee may be voted by him or her, either in person or byproxy.

 

Shares registered in the name of a receiver may be voted by suchreceiver, and shares held by or under the control of a receiver may be voted bysuch receiver without the transfer thereof into his name if authority so to dobe contained in an appropriate order of the court by which such receiver wasappointed.  A shareholder whose sharesare pledged shall be entitled to vote such shares until the shares have beentransferred into the name of the pledgee, and thereafter the pledgee shall beentitled to vote the shares so transferred.

 

**Section 2.13****  Inspectors.**  At anymeeting of shareholders, the chairperson of the meeting may, or upon therequest of any shareholder shall, appoint one or more persons as inspectors forsuch meeting.  Such inspectors shallascertain and report the number of shares represented at the meeting based upontheir determination of the validity and effect of proxies, count all votes andreport the results, and do such other acts as are proper to conduct theelection and voting with impartiality and fairness to all theshareholders.  Each report of aninspector shall be in writing and signed by him or by a majority of theinspectors if there be more than one inspector acting at such meeting.  If there is more than one inspector, thereport of a majority shall be the report of the inspectors.  The report of the inspector or inspectors onthe number of shares represented at the meeting and the results of the votingshall be primafacie evidence thereof.

 

**Section 2.14****  Informal Action by Shareholders.**  Unlessotherwise provided in the Articles of Incorporation or Section 12.10 ofthe Illinois Business Corporation Act of 1983, any action required to be takenat any annual or special meeting of the shareholders, or any other action whichmay be taken at a meeting of the shareholders, may be taken without a meetingand without a vote, if a consent in writing, setting forth the action so taken,shall be signed (a) by the holders of outstanding shares having not lessthan the minimum number of votes that would be necessary to authorize or takesuch action at a meeting at which all shares entitled to vote thereon werepresent and voting or (b) by all of the shareholders entitled to vote withrespect to the subject matter thereof. If such consent is signed by less than all of the shareholders entitledto vote, then such

 

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consent shall become effective only if at least five days prior to theexecution of the consent a notice in writing is delivered to all theshareholders entitled to vote with respect to the subject matter thereof and,after the effective date of the consent, prompt notice of the taking of thecorporation action without a meeting by less than unanimous written consentshall be delivered in writing to those shareholders who have not consented inwriting.

 

**Section 2.15****  Voting by Ballot.**  Votingon any question or in any election may be by voice unless the presiding officershall order or any shareholder shall demand that voting be by ballot.

 

**ARTICLE IIIDIRECTORS**

 

**Section 3.1****  General Powers.**  Thebusiness and affairs of the Corporation shall be managed by or under thedirection its Board of Directors.

 

**Section 3.2****  Number, Tenure and Qualifications.** (a) The number of Directors of the Corporation shall be not lessthan nine (9) nor more than fourteen (14), with the exact number ofdirectors to be fixed from time to time pursuant to a resolution adopted by amajority of the Board of Directors then in office.

 

(b)           The Board ofDirectors of the Corporation shall be divided into three classes, the classesto be as nearly equal in number as possible. The class of each member of the first Board of Directors shall bedesignated by resolution of the incorporators. At each annual meeting of shareholders, directors chosen to succeedthose whose terms expire shall be elected for a term expiring at the thirdsucceeding annual meeting of shareholders following their election so that theterm of office of one class of directors shall expire in each year.  Nothing contained herein shall restrict theability of the shareholders or the Board of Directors to remove a Director aspermitted by law.

 

(c)           In order to beeligible for nomination, election, appointment or service as a member of theBoard of Directors, an individual must meet the following qualifications:

 

(i)            Directors must beat least twenty-one years of age;

 

(ii)           Directors need notbe residents of Illinois;

 

(iii)          Directors must beshareholders of Illini Corporation;

 

(iv)                              Directors must meet any and all qualificationsestablished for Directors of

 

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bank holding companies and banks by the Federal Reserve Board, FederalDeposit Insurance Corporation, Illinois Office of Banks and Real Estate, or anyother Federal or State Banking Agency having regulatory authority over orconcerning Illini Corporation or any of its subsidiaries;

 

(v)                                 Directors shall not be principals, directors,corporate or executive officers, as executive officer is defined by RegulationO of the Federal Reserve Board, of any corporation, unincorporated associationor partnership engaged in the issue, underwriting, public sale or distributionat wholesale or retail, of stocks, bonds or other similar securities, or whoparticipates directly or indirectly in making a market in securities of IlliniCorporation or any affiliate of Illini Corporation.

 

(vi)                              Directors shall not be officers, directors oremployees of any depository institution or depository institution holdingcompany other than the corporation or its subsidiary, or other institutions orcompanies in which the corporation may own stock: and

 

(vii)                           Directors shall not be persons who have beenremoved or disqualified by operation of law or regulation from being or servingas a shareholder, director, officer or employee of an insured financialinstitution.

 

In managing the business and affairs of the Corporation, the Board ofDirectors oversees the practices and conditions of the Corporation’s affiliatefinancial institutions to assure that they engage in safe and sound practicesand that they remain in a safe and sound condition and that they operate inaccordance with applicable laws and regulations all in order to maintain publicconfidence and protect the public interest and the interest of depositors,creditors and shareholders.  Therefore,in addition to the foregoing qualifications, in order for any nominee to beeligible to be elected to or to serve on the Board of Directors, the nomineemust have a history of conducting his or her own personal and business affairsin a safe and sound manner, in a safe and sound condition, in accordance withapplicable laws and regulations, and without substantial conflicts ofinterests.  Prior to their nomination,all potential director nominees shall complete under oath a directorqualification, eligibility and disclosure questionnaire, as shall be approvedby the Board of Directors (hereafter “Director Qualification, Eligibility andDisclosure Questionnaire”), which Director Qualification, Eligibility andDisclosure Questionnaire shall be reviewed by the Nominating Committee todetermine whether each such nominee is eligible to serve pursuant to theforegoing criteria.  The NominatingCommittee shall, within thirty (30) days after receipt by the Secretary of theCorporation of a shareholder’s notice of intent to make a nomination forelection of directors satisfying the requirements of Section 3.14 hereof,determine whether the proposed

 

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nominee is qualified to serve, and, within such period, the Secretaryof the Corporation shall mail written notice of the Committee’s determinationto the proposing shareholder.  In theevent that the Committee determines that any such nominee is not qualified toserve, the Secretary’s notice to the shareholder shall contain a briefdescription of the reasons for the Committee’s decision and the shareholdershall have ten (10) days from the date the Secretary’s notice was mailed todeliver personally to or otherwise cause the Secretary to receive either: (i) arequest that the Board of Directors of the Corporation reverse the Committee’sdecision (with a statement detailing the reasons why the Board of Directorsshould take such action); or (ii) a notice of the shareholder’s intent topropose an alternative nominee (any such notice shall include all of theinformation required by Section 3.14 hereof). The Board of Directors shall consider any such request for reversal ofthe Committee’s decision at the first regularly scheduled meeting of the Boardof Directors following the date on which the shareholder’s request for suchaction is received by the Secretary. The Secretary shall mail written notice to the shareholder of the Boardof Directors’ decision concerning any such request within five (5) days afterthe date of the Board of Directors meeting at which such request wasconsidered.  The Secretary shall mailwritten notice to the shareholder of the Committee’s decision concerning theeligibility to serve of any such alternative nominee within ten (10) days afterthe Secretary’s receipt of a shareholder’s notice of intent to propose analternative nominee.  All determinationsas to eligibility to serve made by the Nominating Committee, unless reversed bythe Board of Directors as provided herein, shall be binding and conclusive.

 

**Section3.3****Regular Meeting.** The Board of Directors shall hold four (4)regular meetings, without other notice than this bylaw, immediately at theconclusion of the regular monthly meeting of the Board of Directors of IlliniBank, held by the Bank in the last month of each quarter-year, at the office ofthe Corporation, 3200 West Iles Avenue, Springfield, Illinois.

 

**Section 3.4****  Special Meetings.**  Aspecial meeting of the Board of Directors may be called by or at the request ofthe President or by the number of duly elected, qualified, and then servingDirectors the Corporation constituting one less than majority of the dulyelected, qualified, and then serving members of the Board of Directors..  The person or persons authorized to call aspecial meeting of the Board of Directors may fix any place, either within orwithout the State of Illinois, as the place for holding any special meeting ofthe Board of Directors called by them.

 

**Section 3.5****  Notice.**  Noticeof any special meeting of the Board of Directors shall be given at leasttwo (2) days before the meeting or within such shorter period before themeeting as the person or persons calling such meeting deem appropriate in thecircumstances.  Such notice shall bedelivered to each director personally, by mail to each director at his or herbusiness address, by telegram, by telephone or by facsimile.  Any Director may waive notice of any meeting.  The attendance of a Director at any meetingshall constitute a waiver of notice of such meeting, except

 

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where a Director attends a meeting for the express purpose of objectingto the transaction of any business because the meeting is not lawfully calledor convened.  Neither the business to betransacted at, nor the purpose of, any regular or special meeting of the Boardof Directors need be specified in the notice or waiver of notice of such meeting.

 

**Section 3.6****  Quorum.**  Unlessotherwise provided in the Articles of Incorporation, a majority of the numberof Directors fixed by these Bylaws shall constitute a quorum for thetransaction of business at any meeting of the Board of Directors, provided,that if less than a majority of such number of Directors are present at saidmeeting, a majority of the Directors present may adjourn the meeting from timeto time without further notice.  Unlessspecifically prohibited by the Articles of Incorporation, members of the Boardof Directors or of any committee of the Board of Directors may participate inand act at any meeting of such board or committee through the use of aconference telephone or other communications equipment by means of which allpersons participating in the meeting can hear each other.  Participation in such meeting shallconstitute attendance and presence in person at the meeting of the person orpersons so participating.

 

**Section 3.7****  Manner of Acting.**  The actof the majority of the Directors present at a meeting at which a quorum ispresent shall be the act of the Board of Directors, unless the act of a greaternumber is required by statute, these Bylaws or the Articles of Incorporation.

 

**Section 3.8****  Resignations.**  ADirector may resign at any time by giving written notice to the Board ofDirectors, its Chairperson, if any, or to the President or Secretary of theCorporation.  A resignation shall beeffective when the notice is given unless the notice specifies a futuredate.  Acceptance of such resignationshall not be necessary to make it effective. The pending vacancy may be filled before the effective date, but thesuccessor shall not take office until the effective date.

 

**Section 3.9****  Vacancies.**  Anyvacancy occurring in the Board of Directors and any directorship to be filledby reason of an increase in the number of Directors, may be filled by electionat an annual meeting or at a special meeting of shareholders called for thatpurpose or by appointment by a majority vote of the Directors then in office,though less than quorum.  A Directorelected by shareholders to fill a vacancy shall hold office for the balance ofthe term for which he or she is elected. A Director appointed by the Board of Directors to fill a vacancy shallserve until the next meeting of shareholders at which Directors are to beelected.

 

**Section 3.10****  Informal Action by Directors.**  Unlessspecifically prohibited by the Articles of Incorporation or by other provisionsof these Bylaws, any action required to be taken at a meeting of the Board ofDirectors, or any other action which may be taken at a meeting of the

 

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Board of Directors, or of any committee thereof, may be taken without ameeting if a consent in writing, setting forth the action so taken, shall besigned by all the Directors entitled to vote with respect to the subject matterthereof, or by all the members of such committee, as the case may be.  Any such consent signed by all the Directorsor all the members of the committee shall have the same effect as a unanimousvote, and may be stated as such in any document filed with the Secretary ofState of the State of Illinois or with anyone else.

 

**Section 3.11****  Committees.** (a) A majority of the Directors fixed by these Bylaws may, byresolution, create one or more committees and appoint members of the Board toserve on any one or more of such committees. Each committee shall have two (2) or more members who shall serveat the pleasure of the Board.  Amajority of any committee shall constitute a quorum and a majority of a quorumis necessary for committee action.  Eachcommittee, to the extent provided by the Board of Directors in such resolution,shall have and exercise all of the authority of the Board of Directors in themanagement of the Corporation, except that a committee may not authorizedistributions; approve or recommend to shareholders any act required by statuteto be approved by shareholders; fill vacancies on the Board or on any of its committees;elect or remove officers or fix the compensation of any member of thecommittee; adopt, amend or repeal the Bylaws; approve a plan of merger notrequiring shareholder approval; authorize or approve the reacquisition ofshares, except according to a general formula or method prescribed by theBoard; authorize or approve the issuance or sale, or contract for sale, ofshares or determine the designation and relative rights, preferences, andlimitations of a series of shares, except that the Board may direct a committeeto fix the specific terms of issuance or sale or contract for sale or thenumber of shares to be allocated to particular employees under an employeebenefit plan; or amend, alter, repeal, or take action inconsistent with anyresolution or action of the Board of Directors when the resolution or action ofthe Board of Directors provides by its terms that it shall not be amended,altered or repealed by action of a committee. Vacancies in the membership of any committee shall be filled by theBoard of Directors.  Each committeeshall keep regular minutes of its proceedings and report the same to the Boardwhen required.  A committee may act byunanimous consent in writing without a meeting and, subject to action by theBoard of Directors, each committee, by a majority vote of its members, shalldetermine the time and place of meetings and the notice therefor.

 

(b)           The Board ofDirectors shall establish, as permanent or standing committees, an ExecutiveCommittee, an Audit Committee, a Compensation Committee and a NominatingCommittee.  Other standing and ad hoccommittees may be established by the Board of Directors in the normal course ofbusiness.  The Chairman of the Board ofthe Corporation shall be an ex officio member of all committees.  Except for the Audit Committee, thePresident of the Corporation will also be an ex officio member of allcommittees.

 

(c)           The ExecutiveCommittee shall be composed of the Chairman of the Board, the

 

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President, and at least one other director who is not an active officerat the time of his appointment, and shall be appointed at the Corporation’sannual organizational meeting.  TheExecutive Committee shall have the authority to function as the management ofthe Corporation (subject to subsection (a) above) and is empowered to actdirectly on behalf of the Board of Directors during interim periods betweenBoard of Directors’ meetings and during emergencies.  The Executive Committee shall also be responsible for reviewingall litigation pending or threatened by or against the Corporation or itssubsidiaries and, except where settlement of any such litigation will involvean aggregate expenditure in excess of $1 million, the Executive Committee shallhave authority to authorize settlement or compromise of any suchlitigation.  Such Executive Committeeshall prepare an annual summary of litigation for presentation to the Board ofDirectors.

 

(d)           The AuditCommittee shall be composed of members of the Board of Directors appointedby the Board at its annual organizational meeting.  The membership of the Audit Committee so appointed or otherwisedesignated by the Board shall be comprised of members none of whom may be an officeror employee of the Corporation or any of its subsidiaries and all of whomshall, in the opinion of the Board of Directors, be free from any relationshipwhich would interfere with the exercise of their independent judgment inexercising their duty as a member of the Committee.  This Committee shall review and make recommendations to the Boardof Directors with respect to the following matters as they relate to theCorporation and its subsidiaries: (1) the engagement or re-engagement of an independentaccounting firm to perform audits and report on the Corporation’s financialstatements and provide other audit related services; (2) the engagement ofan independent accounting firm to provide non-audit services;(3) the accounting policies, procedures, and principles adopted orcontinued by the operating management of the Corporation which will conform tothe required accounting standards; (4) the adequate implementation of theinternal audit function, including a general audit plan, and the competence ofthe personnel engaged in such function; (5) the procedures to provide andencourage access to the Committee, and to require such access by a dulyauthorized representative of the independent accounting firms retained;(6) to determine at least quarterly the adequacy of the Corporation’s orsubsidiaries’ separate or consolidated allowance for loan losses, including anyother valuation accounts which may become required by banking regulations; and(7) the conduct of such investigations relating to financial affairs,records, accounts and reports as the Committee may deem desirable from time totime, or as the Board of Directors requests. This Committee shall also employ such experts as deemed necessary in itsjudgment to perform its duties and satisfy its responsibilities.

 

(e)           The CompensationCommittee shall be composed of members who are appointed annually at theannual organizational meeting and shall include the Chairman of the Board, thePresident, and at least one other director who is not an active officer of theCorporation or a subsidiary thereof. This Committee shall have sole responsibility for any matters directlyor indirectly related to compensation of employees of the Corporation or itssubsidiaries (including the

 

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number of positions created or existing, job descriptions, annualraises and salary ranges) employee benefits, and general personnel policies andrelated issues.  Notwithstanding themembership stated above, any serving member of the Committee who is an activeofficer in any capacity whatsoever, including the President, shall abstain fromvoting on any compensation issue or question in which that person has aneconomic conflict of interest however direct or indirect that interest mightbe.

 

(f)            The NominatingCommittee shall be composed of members of the Board of Directors appointedby the Board at its annual organizational meeting.  The duties of the Nominating Committee are to:  nominate individuals to stand for electionto the Board of Directors of the Corporation, which nomination shall be subjectto approval of the Board of Directors; recommend procedures for the orderly andfair nomination and election of Directors (subject to Section 3.14 below),which procedures are subject to approval of the Board of Directors; and reviewand evaluate the qualifications of and eligibility of any and all nominees forelection to the Board regardless of how such nominee is nominated.

 

**Section 3.12****  Compensation.**  Eachmember of the Board, excepting officers and employees of the Corporation or itsaffiliates receiving salaries, shall receive an annual retainer for theirservice on the Board or any Committee thereof with the amount of such annualretainer to be fixed from time to time by the Board.  Such retainer shall be payable in equal quarterly installments.Directors shall not be paid additional fees for attendance at meetings of theBoard or Committees.

 

**Section 3.13****  Presumption of Assent.**  ADirector of the Corporation who is present at a meeting of the Board ofDirectors at which action on any corporate matter is taken shall beconclusively presumed to have assented to the action taken unless his or herdissent shall be entered in the minutes of the meeting or unless he or sheshall file a written dissent to such action with the person acting as theSecretary of the meeting before the adjournment thereof or forward such dissentby registered or certified mail to the Secretary of the Corporation immediatelyafter the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favorof such action.

 

**Section 3.14****  Advance Notice of Nominations forDirectors.**  (a) Nominations of persons for electionto the Board of Directors shall be brought before an annual meeting(i) pursuant to the Corporation’s notice of meeting, (ii) by or atthe direction of the Board of Directors or (iii) by any shareholder of theCorporation who was a shareholder of record at the time of giving of noticeprovided for in this Section 3.14, who is entitled to vote with respectthereto and who complies with the notice procedures set forth in thisSection 3.14.  Nominations by theBoard of Directors to fill any vacancy, or for election to the Board for whichproxies will be solicited by the Board, shall be made by the Board after considerationof recommendations of the Nominating Committee of the Board.  In order to facilitate that Committee’sreview, recommendations to the Board of Directors

 

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by any shareholder for the nomination for election as director of anyone or more persons for which written proxy solicitation by the Board ofDirectors is sought shall be made in writing (which shall, upon request of theNominating Committee, include a Director Qualification, Eligibility and DisclosureQuestionnaire completed by the proposed nominee) and be delivered or mailed tothe Secretary of the Corporation not later than the close of business onJanuary 31 of the year in which the nomination is proposed.  For nominations to be properly broughtbefore an annual meeting by a shareholder, the shareholder must have giventimely notice thereof in writing to the Secretary of the Corporation.  To be timely, a shareholder’s notice must bedelivered to or mailed to and received by the Secretary at the principalexecutive offices of the Corporation not later than the close of business onthe 60th day nor earlier than the close of business on the 90th day priorto the first anniversary of the preceding year’s annual meeting.  In no event shall the public or otherannouncement of an adjournment of an annual meeting or the adjournment thereofcommence a new time period for the giving of a shareholder’s notice asdescribed above.  Such shareholder’snotice to the Secretary shall contain a representation that:  (i) the shareholder is, and will be on therecord date, a beneficial owner or a holder of record of stock of theCorporation entitled to vote at such meeting; (ii) the shareholder has, andwill have on the record date, full voting power with respect to such shares;and (iii) the shareholder intends to appear in person or by proxy at themeeting to nominate the person or persons specified in the notice.  Additionally, each such notice shallinclude:  (a) the name and address ofthe shareholder who intends to make the nomination and of the person or personsto be nominated; (b) a description of all arrangements or understandingsbetween the shareholder and each proposed nominee and any other person orpersons (naming such person or persons) pursuant to which the nomination ornominations are to be made by the shareholder; (c) the number and kinds ofsecurities of the Corporation held beneficially or of record by each proposednominee; (d) such other information regarding each proposed nominee as would berequired to be included in a proxy statement filed pursuant to the proxy rulesof the Securities and Exchange Commission for the initial election of suchproposed nominee for director (including such person’s written consent to benamed in the proxy statement as a nominee); (e) the consent of each proposednominee to serve as a director if so elected; and (f) a completed DirectorQualification, Eligibility and Disclosure Questionnaire.  Any such notice of shareholder’s intent, andany nomination based thereon, which is not fully in compliance with therequirements of this Section 3.14, or which contains any information which isfalse or misleading, shall be void and of no effect.

 

Notwithstanding anything in the fifth sentence of the precedingparagraph of this Section 3.14 to the contrary, in the event that thenumber of directors to be elected to the Board of Directors of the Corporationis increased and there is no public disclosure by the Corporation naming all ofthe nominees for director or specifying the size of the increased Board ofDirectors at least 70 days prior to the first anniversary of the precedingyear’s annual meeting, a shareholder’s notice required by thisSection 3.14 shall also be considered timely, but only with respect to 

 

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nominees for any new positions created by such increase, if it shall bedelivered to or mailed to and received by the Secretary at the principalexecutive offices of the Corporation not later than the close of business onthe 10th day following the day on which such public disclosure is firstmade by the Corporation.

 

(b)           Nominations ofpersons for election to the Board of Directors of the Corporation may be madeat a special meeting of shareholders at which Directors are to be elected(i) pursuant to the Corporation’s notice of meeting (ii) by or at thedirection of the Board of Directors or, (iii) provided that the Board ofDirectors has determined that Directors shall be elected at such special meeting,by any shareholder of the Corporation who is a shareholder of record at thetime of the giving of notice provided for in this Section 3.14, who isentitled to vote for the election of Directors at the meeting and who complieswith the notice procedures set forth in this Section 3.14.  In the event the Corporation calls a specialmeeting of shareholders for the purpose of electing one or more Directors tothe Board, any such shareholder may nominate a person or persons (as the casemay be) for election to such position(s) as specified in the Corporation’snotice of meeting if the shareholder’s notice required by Section 3.14shall be delivered to the Secretary at the principal executive offices of theCorporation not later than the close of business on the 14th day following(i) the date on which public disclosure of the date of such meeting and ofthe nominees proposed by the Board of Directors to be elected at such meetingis first made by the Corporation or (ii) the date on which notice of suchmeeting is mailed to the shareholders, whichever is earlier; provided, however,that if such public disclosure is not made by the Corporation or notice of suchmeeting is not mailed to the shareholders more than 21 days before thedate of such special meeting, the shareholder’s notice required bySection 3.14 shall be delivered to the Secretary at the principalexecutive offices of the Corporation not later than the close of business onthe 7th day following the date on which such public disclosure is first made bythe Corporation or notice of such meeting is mailed to the shareholders,whichever is earlier.  In no event shallthe public or other announcement of an adjournment of a special meeting or theadjournment thereof commence a new time period for the giving of a shareholder’snotice as described above.

 

(c)           Notwithstandinganything in the Bylaws to the contrary, only such persons who are nominated inaccordance with the procedures set forth in this Section 3.14 shall beeligible for election as Directors.  Theofficer of the Corporation or other person presiding over the meeting shall, ifthe facts so warrant, determine and declare to the meeting that a nominationwas not made in accordance with the provisions of this Section 3.14 and,if such person should so determine, such person shall so declare to the meetingand any such defective nomination shall be disregarded.

 

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**ARTICLE IVOFFICERS**

 

**Section 4.1****  Number.**  Theofficers of the Corporation shall be a Chairman of the Board, a Vice-Chairman,a President, a Treasurer, and a Secretary, and such Vice Presidents, AssistantTreasurers, Assistant Secretaries or other officers as may be elected orappointed by the Board of Directors. Any two (2) or more offices may be held by the same person.

 

**Section 4.2****  Election and Term of Office.**  Theofficers of the Corporation shall be elected annually by the Board of Directorsat the first meeting of the Board of Directors held after each annual meetingof shareholders.  If the election ofofficers shall not be held at such meeting, such election shall be held as soonthereafter as may be convenient. Vacancies may be filled or new offices created and filled at any meetingof the Board of Directors.  Each officershall hold office until his successor shall have been duly elected and shallhave qualified or until his death or until he shall resign or shall have beenremoved in the manner hereinafter provided. Election or appointment of an officer or agent shall not of itselfcreate contract rights.  Any officer mayresign at any time by giving notice to the Board of Directors or to thePresident or the Secretary.  Aresignation of an officer need not be accepted in order to be effective.

 

**Section 4.3****  Removal.**  Anyofficer or agent may be removed by the Board of Directors whenever in itsjudgment the best interests of the Corporation would be served thereby, butsuch removal shall be without prejudice to the contract rights, if any, of theperson so removed.

 

**Section 4.4****  Vacancies.**  A vacancyin any office because of death, resignation, removal, disqualification orotherwise, may be filled by the Board of Directors for the unexpired portion ofthe term.

 

**Section 4.5****  Chairman and Vice-Chairman of theBoard.**  (a) The Chairman of the Board shallpreside at all annual, regular and special meetings of the shareholders and ofthe Board of Directors.  He may sign,with the President or any other proper officer of the Corporation thereuntoauthorized by the Board of Directors, certificates for shares of theCorporation, any deeds, mortgages, bonds, contracts, or other instruments whichthe Board of Directors has authorized to be executed, except in cases where thesigning and execution thereof shall be expressly delegated by the Board ofDirectors or by these Bylaws to some other officer, or shall be required by lawto be otherwise signed or executed; and in general shall perform all dutiesincident to the office of Chairman of the Board and such other duties as may beprescribed by the Board of Directors from time to time.  The Chairman of the Board is the seniorcorporate officer of the Corporation and all other officers are subordinate.

 

(b)           The Vice-Chairmanshall serve as Chairman and perform those duties as enumerated thereunderprovided the duly elected and serving Chairman is absent for known reasons, orat the direction of the Chairman, or upon the event the Chairman is temporarily

 

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incapable of serving due to health, and upon the condition that thelatter circumstance is acknowledged in the corporate minutes by a majority ofthe Board of Directors.

 

**Section 4.6****  President.**  ThePresident shall be the principal executive officer of the Corporation andshall, in general, supervise and control all of the business and affairs of theCorporation.  In the absence of theChairman of the Board and the Vice-Chairman, the President shall presideat all meetings of the shareholders and of the Board of Directors.  The President may sign, with the Secretaryor any other proper officer of the Corporation thereunto authorized by theBoard of Directors, certificates for shares of the Corporation and any deeds,mortgages, bond, contracts, or other instruments which the Board of Directorshas authorized to be executed, except in cases where the signing and executionthereof shall be expressly delegated by the Board of Directors or by theseBylaws to some other officer or agent of the Corporation, or shall be requiredby law to be otherwise signed or executed, and in general, shall perform allduties incident to the office of President and such other duties as may beprescribed by the Board of Directors.

 

**Section 4.7****  The Vice Presidents.**  The VicePresident (or in the event there be more than one Vice President, each of theVice Presidents) shall assist the President in the discharge of the President’sduties as the President may direct and shall perform such other duties as fromtime to time may be assigned by the President or by the Board of Directors.  In the absence of the President or in theevent of the President’s inability or refusal to act, the Vice President (or inthe event there be more than one Vice President, the Vice Presidents in theorder designated by the Board of Directors, or by the President if the Board ofDirectors has not made such a designation, or in the absence of anydesignation, then in the order of seniority of tenure as Vice President) shallperform the duties of the President, and when so acting, shall have all thepowers of and be subject to all the restrictions upon the President.  Except in those instances in which theauthority to execute is expressly delegated to another officer or agent of theCorporation or a different mode of execution is expressly prescribed by theBoard of Directors or these Bylaws, the Vice President (or each of them ifthere are more than one) may execute for the Corporation certificates for itsshares and any contracts, deeds, mortgages, bonds or other instruments whichthe Board of Directors has authorized to be executed, and the Vice Presidentmay accomplish such execution either under or without the seal of theCorporation and either individually or with the Secretary, any AssistantSecretary, or any other officer thereunto authorized by the Board of Directors,according to the requirements of the form of the instrument.

 

**Section 4.8****  The Treasurer.**  Ifrequired by the Board of Directors, the Treasurer shall give a bond for thefaithful discharge of duties in such sum and with such surety or sureties asthe Board of Directors shall determine. The Treasurer shall: (a) have charge and custody of and be responsible for all funds andsecurities of the Corporation; (b) receive and give receipts for moneys

 

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due and payable to the Corporation from any source whatsoever, anddeposit all such moneys in the name of the Corporation in such banks, trustcompanies or other depositaries as shall be selected in accordance with theprovisions of Section 5.4, Deposits, of these Bylaws; and(c) in general perform all the duties incident to the office of Treasurerand such other duties as from time to time may be assigned to him by thePresident or by the Board of Directors.

 

**Section 4.9****  The Secretary.**  TheSecretary shall:  (a) keep theminutes of the meetings of the shareholders, the Board of Directors andcommittee of Directors, in one or more books provided for that purpose;(b) see that all notices are duly given in accordance with the provisionsof these Bylaws or as required by law; (c) be custodian of the corporaterecords and of the seal of the Corporation and see that the seal of theCorporation is affixed to all certificates for shares prior to the issuethereof and to all documents, the execution of which on behalf of theCorporation under its seal is duly authorized in accordance with the provisionsof these Bylaws; (d) keep a register of the post-office address ofeach shareholder which shall be furnished to the Secretary by such shareholder;(e) sign with the President, or a Vice President, certificates for sharesof the Corporation, the issue of which shall have been authorized by resolutionof the Board of Directors; (f) have general charge of the stock transferbooks of the Corporation; and (g) in general perform all duties incidentto the office of Secretary and such other duties as from time to time may beassigned by the President or by the Board of Directors.

 

**Section 4.10****  Assistant Treasurers and AssistantSecretaries.**  The Assistant Treasurers shall respectively,if required by the Board of Directors, give bonds for the faithful discharge oftheir duties in such sums and with such sureties as the Board of Directorsshall determine.  The AssistantSecretaries as thereunto authorized by the Board of Directors may sign with thePresident or a Vice President certificates for shares of the Corporation, theissue of which shall have been authorized by a resolution of the Board ofDirectors.  The Assistant Treasurers andAssistant Secretaries, in general, shall perform such duties as shall beassigned to them by the Treasurer or the Secretary, respectively, or by thePresident or the Board of Directors.

 

**ARTICLE V****CONTRACTS, LOANS, CHECKS AND DEPOSITS**

 

**Section 5.1****  Contracts.**  TheBoard of Directors may authorize any officer or officers, agent or agents, toenter into any contract or execute and deliver any instrument in the name ofand on behalf of the Corporation, and such authority may be general or confinedto specific instances.

 

**Section 5.2****  Loans.**  No loansshall be contracted on behalf of the Corporation and no evidences ofindebtedness shall be issued in its name unless authorized by a resolution ofthe Board of Directors.  Such authoritymay be general or confined to specific instances.

 

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**Section 5.3****  Checks, Drafts, Etc.**  Allchecks, drafts or other orders for the payment of money, notes or otherevidences of indebtedness issued in the name of the Corporation, shall besigned by such officer or officers, agent or agents of the Corporation and insuch manner as shall from time to time be determined by resolution of the Boardof Directors.

 

**Section 5.4****  Deposits.**  Allfunds of the Corporation not otherwise employed shall be deposited from time totime to the credit of the Corporation in such banks, trust companies or otherdepositaries as the Board of Directors may select.

 

**ARTICLE VI****CERTIFICATES FOR SHARES AND THEIR TRANSFER**

 

**Section 6.1****  Certificates for Shares.**  Theissued shares of the Corporation shall be represented by certificates or shallbe uncertificated shares.  Thecertificates shall be in such form as shall be determined by the Board ofDirectors, and shall be numbered and entered in the books of the Corporation asthey are issued.  Each certificate shallexhibit the registered holder’s name and the number and class of shares, andthe designation of any series, that it evidences, shall set forth such otherstatements as may be required by statute, and shall be signed by the chiefexecutive officer or a vice president and by the treasurer or an assistanttreasurer or by the secretary or an assistant secretary, any or all of whosesignatures may be facsimile if such certificate is countersigned by a transferagent or registered by a registrar.  Incase any one (1) or more of the officers who have signed or whosefacsimile signatures appear on any such certificate shall cease to be suchofficer or officers of the Corporation, or an officer of the transfer agent orregistrar, before such certificate is issued and delivered, it may nonethelessbe issued and delivered with the same effect as if such officer or officers hadcontinued in office.

 

**Section 6.2****  Lost Certificates.**  If acertificate representing shares has allegedly been lost or destroyed, the Boardof Directors may in its discretion, except as may be required by law, directthat a new certificate be issued upon such indemnification and other reasonablerequirements as it may impose.

 

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**Section 6.3****  Transfers of Shares.** Transfers of shares of the Corporation shall be made only on the booksof the Corporation by the holder of record thereof or by his legalrepresentative, who shall furnish proper evidence of authority to transfer, orby his attorney thereunto authorized by power of attorney duly executed andfiled with the Secretary of the Corporation, and on surrender for cancellationof the certificate for such shares.

 

**ARTICLE VII****VOTING OF SECURITIES**

 

The President shall have full authority, in the name and on behalf ofthe Corporation, to attend, act and vote at any meeting of security holders ofany corporation in which the Corporation may hold securities, and at any suchmeeting shall possess and may exercise any and all rights and powers incidentto the ownership of such securities and which, as the holder thereof, theCorporation might possess and exercise if personally present, and may exercisesuch power and authority through the execution of proxies or may delegate suchpower and authority to any other officer, agent or employee of thisCorporation.

 

**ARTICLE VIII**

**INDEMNIFICATION**

 

(a)           The Corporationshall indemnify any person who was or is a party or is threatened to be made aparty to any threatened, pending or completed action, suit or proceeding,whether civil, criminal, administrative or investigative (other than an actionby or in the right of the Corporation) by reason of the fact that he or she isor was a director or officer of the Corporation or is or was a director orofficer of the Corporation serving at the request of the Corporation as adirector, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonablyincurred by such person in connection with such action, suit or proceeding, ifsuch person acted in good faith and in a manner he or she reasonably believedto be in or not opposed to the best interests of the Corporation, and, withrespect to any criminal action or proceeding, had no reasonable cause tobelieve his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order,settlement, conviction, or upon a plea of nolo contendere or its equivalent,shall not, of itself, create a presumption that the person did not act in goodfaith and in a manner which he or she reasonably believed to be in or notopposed to the best interests of the Corporation, or, with respect to any criminalaction or proceeding, that the person had reasonable cause to believe that hisor her conduct was unlawful.

 

(b)           The Corporationshall indemnify any person who was or is a party or is threatened to be made aparty to any threatened, pending or completed action or suit by or in the rightof the

 

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Corporation to procure a judgment in its favor by reason of the factthat such person is or was a director or officer of the Corporation, or is orwas a director or officer of the Corporation serving at the request of theCorporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise against expenses(including attorneys’ fees), actually and reasonably incurred by such person inconnection with the defense or settlement of such action or suit if such personacted in good faith and in a manner he or she reasonably believed to be in ornot opposed to the best interests of the Corporation, provided that noindemnification shall be made with respect to any claim, issue or matter as towhich such person has been adjudged to have been liable to the Corporationunless and only to the extent that the court in which such action or suit wasbrought shall determine upon application that, despite the adjudication ofliability but in view of all the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which the courtshall deem proper.

 

(c)           The Corporation mayindemnify any person who is or was an employee or agent of the Corporation, oris or was an employee or agent of the Corporation serving at the request of theCorporation as a director, officer, employee, or agent of another corporation,partnership, joint venture, trust or other enterprise to the extent and underthe circumstances provided by subsections (a) and (b) of this Article VIII withrespect to a person who is or was a director or officer of theCorporation.  To the extent that anemployee or agent of the Corporation has been successful on the merits orotherwise in defense of any action, suit or proceeding referred to insubsections (a), (b) and (c) of this Article VIII, or in defense ofany claim, issue or matter therein, such person shall be indemnified againstexpenses (including attorneys’ fees) actually and reasonably incurred by suchperson in connection therewith.

 

(d)           Any indemnificationunder subsections (a), (b) and (c) of this Article VIII (unless ordered bythe court) shall be made by the Corporation only as authorized in the specificcase upon a determination that indemnification of the director, officer,employee or agent is proper in the circumstances because he or she has met theapplicable standard of conduct set forth therein.  Such determination shall be made (i) by the Board ofDirectors by a majority vote of a quorum consisting of directors who were notparties to such action, suit or proceeding, or (ii) if such a quorum isnot obtainable, or even if obtainable, if a quorum of disinterested directorsso directs, by independent legal counsel in a written opinion or (iii) bythe shareholders.

 

(e)           Expenses incurred byan officer or director in defending a civil or criminal action, suit orproceeding shall be paid by the Corporation in advance of the final dispositionof such action, suit or proceeding upon receipt of an undertaking by or onbehalf of such director or officer to repay such amount if it shall ultimatelybe determined that he or she is not entitled to be indemnified by theCorporation as authorized in this Article VIII.  Such expenses (including attorneys’ fees) incurred by otheremployees and agents may be so paid upon such terms and

 

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conditions, if any, as the Board of Directors deems appropriate.

 

(f)            The indemnificationand advancement of expenses provided by, or granted pursuant to, thisArticle VIII shall not be deemed exclusive of any other rights to whichthose seeking indemnification or advancement of expenses may be entitled underany bylaw, agreement, vote of shareholders or disinterested directors orotherwise, both as to action in his or her official capacity and as to actionin another capacity while holding such office.

 

(g)           The Corporation maypurchase and maintain insurance on behalf of any person who is or was adirector, officer, employee or agent of the Corporation, or is or was servingat the request of the Corporation as a director, officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterpriseagainst any liability asserted against such person and incurred by him or herin any such capacity, or arising out of his or her status as such, whether ornot the Corporation would have the power to indemnify such person against suchliability under the provisions of this Article VIII.

 

(h)           If the Corporationhas paid indemnity or has advanced expenses to a director, officer, employee oragent, the Corporation shall report the indemnification or advance in writingto the shareholders with or before the notice of the next shareholders meeting.

 

(i)            For purposes ofthis Article VIII, references to “the Corporation” shall include, inaddition to the resulting corporation, any merging corporation (including anyentity having merged with a merging corporation) absorbed in a merger which, ifits separate existence had continued, would have had power and authority toindemnify its directors, officers, and employees or agents, so that any personwho is or was a director, officer, employee or agent of such mergingcorporation, or is or was serving at the request of such merging corporation asa director, officer, employee or agent of another corporation, partnership,joint venture, trust or other enterprise, shall stand in the same positionunder the provisions of this Article VIII with respect to the resulting orsurviving corporation as he or she would have with respect to such mergingcorporation if its separate existence had continued.

 

(j)            For purposes ofthis Article VIII, references to “other enterprises” shall includeemployee benefit plans; references to “fines” shall include any excise taxesassessed on a person with respect to any employee benefit plan; and referencesto “serving at the request of the Corporation” shall include any service as adirector, officer, employee or agent of the Corporation which imposes dutieson, or involves services by, such director, officer, employee or agent withrespect to an employee benefit plan, its participants, or beneficiaries; and aperson who acted in good faith and in a manner he or she reasonably believed tobe in the interest of the participants and beneficiaries of an employee benefitplan shall be deemed to have acted in a manner “not opposed

 

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to the best interests of the Corporation” as referred to in thisArticle VIII.

 

(k)           The indemnificationand advancement of expenses provided by, or granted pursuant to, thisArticle VIII shall, unless otherwise provided when authorized or ratified,continue as to a person who has ceased to be a director, officer, employee oragent and shall inure to the benefit of the heirs, executors and administratorsof that person.

 

(l)            The provisions ofthis Article VIII shall be deemed to be a contract between the Corporationand each person who serves as such officer or director in any such capacity atany time while this Article VIII and the relevant provisions of theIllinois Business Corporation Act or other applicable laws, if any, are in effect,and any repeal or modification of any such law or of this Article VIIIshall not affect any rights or obligations then existing with respect to anystate of facts then or theretofore existing or any action, suit or proceedingtheretofore or thereafter brought or threatened based in whole or in part uponany such state of facts.”

 

**ARTICLE IX****FISCAL YEAR**

 

The fiscal year of the Corporation shall begin on the first day ofJanuary in each year and end on the last day of December in each year.

 

**ARTICLE X****DIVIDENDS**

 

The Board of Directors may from time to time declare, and theCorporation may pay, dividends on its outstanding shares in the manner and uponthe terms and conditions provided by law and the Articles of Incorporation.

 

**ARTICLE XI****SEAL**

 

The Corporation may have, but shall not be required to have, acorporate seal as shall be determined by the Secretary of the Corporation inthe Secretary’s discretion.  If acorporate seal is obtained, the seal shall contain the name of the Corporationand the words “Corporate Seal, Illinois”, and the use thereof shall bedetermined from time to time by the officer or officers executing anddelivering instruments on behalf of the Corporation, provided that the affixingof a corporate seal to an instrument shall not give the instrument additionalforce or effect or change the construction thereof.  The seal, if any, may be used by causing it or a facsimilethereof to be impressed or affixed or in any other manner reproduced.

 

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**ARTICLE XII****WAIVER OF NOTICE**

 

Whenever any notice whatever is required to be given under theprovisions of these Bylaws or under the provisions of the Articles ofIncorporation or under the provisions of the Illinois Business Corporation Actof 1983, a waiver thereof in writing, signed by the person or persons entitledto such notice, whether before or after the time stated therein, shall bedeemed equivalent to the giving of such notice.  Attendance by a person at any meeting shall constitute waiver ofnotice thereof unless at the meeting such person objects to the holding of themeeting because proper notice was not given.

 

**ARTICLE XIII****AMENDMENTS**

 

Unless otherwise provided in the Articles of Incorporation, theseBylaws may be made, altered, amended or repealed by the shareholders or theBoard of Directors.

 

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