Form 8-K

8-K — ABBOTT LABORATORIES

Accession: 0001104659-26-049434

Filed: 2026-04-27

Period: 2026-04-24

CIK: 0000001800

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — tm2612318d1_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (tm2612318d1_ex3-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2612318d1_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (tm2612318d1_ex10-3.htm)

EX-10.4 — EXHIBIT 10.4 (tm2612318d1_ex10-4.htm)

EX-10.5 — EXHIBIT 10.5 (tm2612318d1_ex10-5.htm)

EX-10.6 — EXHIBIT 10.6 (tm2612318d1_ex10-6.htm)

EX-10.7 — EXHIBIT 10.7 (tm2612318d1_ex10-7.htm)

EX-10.8 — EXHIBIT 10.8 (tm2612318d1_ex10-8.htm)

EX-10.9 — EXHIBIT 10.9 (tm2612318d1_ex10-9.htm)

EX-10.10 — EXHIBIT 10.10 (tm2612318d1_ex10-10.htm)

EX-10.11 — EXHIBIT 10.11 (tm2612318d1_ex10-11.htm)

EX-10.12 — EXHIBIT 10.12 (tm2612318d1_ex10-12.htm)

EX-10.13 — EXHIBIT 10.13 (tm2612318d1_ex10-13.htm)

EX-10.14 — EXHIBIT 10.14 (tm2612318d1_ex10-14.htm)

EX-10.15 — EXHIBIT 10.15 (tm2612318d1_ex10-15.htm)

EX-10.16 — EXHIBIT 10.16 (tm2612318d1_ex10-16.htm)

EX-10.17 — EXHIBIT 10.17 (tm2612318d1_ex10-17.htm)

EX-10.18 — EXHIBIT 10.18 (tm2612318d1_ex10-18.htm)

EX-10.19 — EXHIBIT 10.19 (tm2612318d1_ex10-19.htm)

EX-10.20 — EXHIBIT 10.20 (tm2612318d1_ex10-20.htm)

EX-10.21 — EXHIBIT 10.21 (tm2612318d1_ex10-21.htm)

EX-10.22 — EXHIBIT 10.22 (tm2612318d1_ex10-22.htm)

EX-10.23 — EXHIBIT 10.23 (tm2612318d1_ex10-23.htm)

EX-10.24 — EXHIBIT 10.24 (tm2612318d1_ex10-24.htm)

EX-10.25 — EXHIBIT 10.25 (tm2612318d1_ex10-25.htm)

EX-10.26 — EXHIBIT 10.26 (tm2612318d1_ex10-26.htm)

EX-10.27 — EXHIBIT 10.27 (tm2612318d1_ex10-27.htm)

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8-K — FORM 8-K

8-K (Primary)

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Common Shares, Without Par Value

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2026-04-24

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2026-04-24

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ABT

NYSE Texas [Member]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

April 24, 2026

Date of Report (Date of earliest event reported)

ABBOTT LABORATORIES

(Exact name of registrant as specified in

charter)

Illinois

1-2189

36-0698440

(State

or other Jurisdiction

(Commission File Number)

(IRS

Employer

of Incorporation)

Identification

No.)

100 Abbott Park Road

Abbott Park, Illinois 60064-6400

(Address of principal executive offices)(Zip

Code)

Registrant’s telephone number, including

area code: (224) 667-6100

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:

¨ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of

the Act:

Title of Each Class

Trading

Symbol(s)

Name of Each Exchange

Which Registered

Common

Shares, Without Par Value

ABT

New York Stock Exchange

NYSE Texas

Indicate by check mark whether the registrant is an emerging

growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of

the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ¨

If an emerging

growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with

any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory

Arrangements of Certain Officers.

On April 24, 2026, Kevin Conroy was named to the Abbott

Laboratories’ (“Abbott”) Board of Directors.

On April 24, 2026, Abbott

shareholders approved the adoption of the Abbott Laboratories 2026 Incentive Stock Program (the “2026 Program”) at the Annual

Meeting of Shareholders. The 2026 Program was adopted by Abbott’s Board of Directors on February 20, 2026, subject to shareholder

approval at the Annual Meeting. The 2026 Program replaces the Abbott Laboratories 2017 Incentive Stock Program, as amended and restated

(the “2017 Program”), under which Abbott makes all of its equity-related incentive compensation awards.

The 2026 Program, which is administered by the Compensation Committee of Abbott’s Board of Directors, permits Abbott to grant nonqualified

stock options, restricted stock awards, restricted stock units, performance awards, and other share-based awards (including stock appreciation

rights, dividend equivalents and recognition awards) to non-employee directors and employees of Abbott and its subsidiaries. Subject to

adjustment in the event of changes in capitalization, the maximum number of Abbott common shares that may be issued under the 2026 Program

is 140,000,000, plus the number of shares that cease to be subject to awards under the 2017 Program due to forfeiture, expiration, cancellation,

or cash settlement and shares withheld to satisfy tax withholding obligations under outstanding 2017 Program full value awards; and less

the number of shares subject to awards granted under the 2017 Program between March 1, 2026 and April 23, 2026, with each full value award

share being counted as three shares against the 2017 Program’s share reserve. The 2026 Program has a term of ten years.

For a more detailed description of the 2026 Program, see pages 79 through

86 of Abbott’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 13, 2026.

The foregoing descriptions are qualified in their entirety by the full text of the 2026 Program, which was included as Exhibit A to the

proxy statement and is incorporated by reference into this Current Report on Form 8-K as Exhibit 10.1.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 24, 2026, Abbott’s Board of Directors amended the first

sentence of Article III, Section 2 of Abbott’s by-laws to provide that Abbott’s Board of Directors shall consist of thirteen

persons, effective April 24, 2026. Abbott’s by-laws previously provided that the Board of Directors consisted of twelve persons.

Item

5.07 — Submission of Matters to a Vote of Security Holders.

Abbott held its Annual Meeting of Shareholders on April 24, 2026. The

following is a summary of the matters voted on at that meeting.

(1) The shareholders elected Abbott’s entire Board of Directors. The persons elected to Abbott’s Board of Directors and

the number of shares cast for, the number against, the number abstaining, and the number of broker non-votes, with respect to each of

these persons, were as follows:

NAME

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

Nita Ahuja

1,355,031,895

2,769,947

2,308,000

177,761,396

Claire Babineaux-Fontenot

1,355,031,167

2,886,973

2,191,702

177,761,396

Sally E. Blount

1,340,491,010

16,504,318

3,114,514

177,761,396

Robert B. Ford

1,281,298,501

72,599,833

6,211,508

177,761,396

Paola Gonzalez

1,350,598,638

6,179,509

331,695

177,761,396

Michelle A. Kumbier

1,346,291,350

11,453,399

2,365,093

177,761,396

Darren W. McDew

1,350,511,200

6,363,222

3,235,420

177,761,396

Nancy McKinstry

1,289,618,114

68,049,468

2,442,260

177,761,396

Michael G. O’Grady

1,325,498,060

32,189,526

2,422,256

177,761,396

Michael F. Roman

1,338,763,530

18,363,024

2,983,288

177,761,396

Daniel J. Starks

1,291,460,783

66,299,714

2,349,345

177,761,396

John G. Stratton

1,330,379,819

27,314,174

2,415,849

177,761,396

(2) The shareholders ratified the appointment of Ernst & Young LLP as Abbott’s auditors. The number of shares cast in favor of the

ratification of Ernst & Young LLP, the number against, the number abstaining, and the number of broker non-votes were as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTE

1,502,083,607

33,333,515

2,454,116

(3) The shareholders approved the compensation of Abbott’s named executive officers listed in the proxy statement for the Annual Meeting,

with 90.35 percent of the votes cast voting “For” the proposal. The shareholder vote is advisory and non-binding. The number

of shares cast in favor of approval, the number against, the number abstaining, and the number of broker non-votes were as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTE

1,228,911,693

126,315,146

4,883,003

177,761,396

(4) The shareholders voted to approve the Abbott Laboratories 2026 Incentive Stock Program, with 95.82 percent of the votes cast voting “For”

the proposal. The number of shares cast in favor of the approval of the Abbott Laboratories 2026 Incentive Stock Program, the number against,

the number abstaining, and the number of broker non-votes were as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTE

1,303,349,739

52,296,340

4,463,763

177,761,396

(5) The shareholders voted to approve the Abbott Laboratories 2026 Employee Stock Purchase Plan for Non-U.S. Employees, with 99.33 percent

of the votes cast voting “For” the proposal. The number of shares cast in favor of the approval of the Abbott Laboratories

2026 Employee Stock Purchase Plan for Non-U.S. Employees, the number against, the number abstaining, and the number of broker non-votes

were as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTE

1,351,008,136

6,111,112

2,990,594

177,761,396

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Exhibit

3.1

By-Laws of Abbott Laboratories, as amended and restated, effective April 24, 2026.

10.1

Abbott Laboratories 2026 Incentive Stock Program (incorporated by reference to Exhibit A of the Abbott Laboratories Definitive Proxy Statement on Schedule 14A filed on March 13, 2026).

10.2

Form of Restricted Stock Unit Agreement (time-based vested) under the Abbott Laboratories 2026 Incentive Stock Program.

10.3

Form of Restricted Stock Unit Agreement for foreign employees (time-based vested) under the Abbott Laboratories 2026 Incentive Stock Program.

10.4

Form of Restricted Stock Unit Agreement (cliff vested) under the Abbott Laboratories 2026 Incentive Stock Program.

10.5

Form of Restricted Stock Unit Agreement for foreign employees (cliff vested) under the Abbott Laboratories 2026 Incentive Stock Program.

10.6

Form of Performance Restricted Stock Agreement (annual performance based) under the Abbott Laboratories 2026 Incentive Stock Program.

10.7

Form of Performance Restricted Stock Unit Agreement for foreign employees (annual performance based) under the Abbott Laboratories 2026 Incentive Stock Program.

10.8

Form of Performance Restricted Stock Agreement (interim performance based) under the Abbott Laboratories 2026 Incentive Stock Program.

10.9

Form of Performance Restricted Stock Unit Agreement for foreign employees (interim performance based) under the Abbott Laboratories 2026 Incentive Stock Program.

10.10

Form of Restricted Stock Agreement (time-based vested) under the Abbott Laboratories 2026 Incentive Stock Program.

10.11

Form of Restricted Stock Agreement (cliff vested) under the Abbott Laboratories 2026 Incentive Stock Program.

10.12

Form of Non-Qualified Stock Option Agreement under the Abbott Laboratories 2026 Incentive Stock Program.

10.13

Form of Non-Qualified Stock Option Agreement for foreign employees under the Abbott Laboratories 2026 Incentive Stock Program.

10.14

Form of Restricted Stock Unit Agreement for executive officers (cliff vested) under the Abbott Laboratories 2026 Incentive Stock Program.

10.15

Form of Restricted Stock Unit Agreement for foreign executive officers (cliff vested) under the Abbott Laboratories 2026 Incentive Stock Program.

10.16

Form of Performance Restricted Stock Agreement for executive officers (annual performance based) under the Abbott Laboratories 2026 Incentive Stock Program.

10.17

Form of Performance Restricted Stock Agreement for executive officers (interim performance based) under the Abbott Laboratories 2026 Incentive Stock Program.

10.18

Form of Performance Restricted Stock Unit Agreement for foreign executive officers (annual performance based) under the Abbott Laboratories 2026 Incentive Stock Program.

10.19

Form of Performance Restricted Stock Unit Agreement for foreign executive officers (interim performance based) under the Abbott Laboratories 2026 Incentive Stock Program.

10.20

Form of Restricted Stock Agreement for executive officers (time-based vested) under the Abbott Laboratories 2026 Incentive Stock Program.

10.21

Form of Restricted Stock Agreement for executive officers (cliff vested) under the Abbott Laboratories 2026 Incentive Stock Program.

10.22

Form of Non-Qualified Stock Option Agreement for executive officers under the Abbott Laboratories 2026 Incentive Stock Program.

10.23

Form of Non-Qualified Stock Option Agreement for foreign executive officers under the Abbott Laboratories 2026 Incentive Stock Program.

10.24

Form of Non-Employee Director Restricted Stock Unit Agreement under the Abbott Laboratories 2026 Incentive Stock Program.

10.25

Form of Non-Employee Director Restricted Stock Unit Agreement for foreign non-employee directors under the Abbott Laboratories 2026 Incentive Stock Program.

10.26

Form of Non-Employee Director Non-Qualified Stock Option Agreement under the Abbott Laboratories 2026 Incentive Stock Program.

10.27

Form of Non-Employee Director Non-Qualified Stock Option Agreement for foreign non-employee directors under the Abbott Laboratories 2026 Incentive Stock Program.

SIGNATURE

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.

ABBOTT LABORATORIES

Date: April 27, 2026

By:

/s/ Philip P.

Boudreau

Philip P. Boudreau

Executive Vice President, Finance and Chief Financial Officer

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2612318d1_ex3-1.htm · Sequence: 2

Exhibit 3.1

BY-LAWS OF

ABBOTT LABORATORIES

Adopted

by the Board of Directors of

Abbott Laboratories at the Annual Meeting, April 11, 1963

as amended and restated, effective April 24, 2026

Article I

OFFICES

The principal office of the Corporation in the

State of Illinois shall be located at the intersection of State Routes 43 and 137 in the County of Lake. The Corporation may have such

other offices either within or without the State of Illinois as the business of the Corporation may require from time to time.

The registered office of the Corporation may be,

but need not be, identical with the principal office in the State of Illinois. The address of the registered office may be changed from

time to time by the Board of Directors.

Article II

SHAREHOLDERS

SECTION 1          ANNUAL

MEETING; TRANSACTION OF BUSINESS, NOMINATION OF DIRECTORS. The annual meeting of the shareholders shall be held at such place (if

applicable), on such date and at such time as shall be designated from time to time by the Board of Directors. The meeting shall be held

for the purpose of electing Directors and for the transaction of such other business as is brought properly before the meeting in accordance

with these By- Laws. If the election of Directors shall not be held on the day designated for any annual meeting, or at any adjournment

thereof, the Board of Directors shall cause the election to be held at a meeting of the shareholders as soon thereafter as conveniently

may be.

At any annual meeting of the shareholders, only

such nominations of persons for election to the Board of Directors shall be made, and only such other business shall be conducted or considered,

as shall have been brought properly before the meeting. For nominations to be made properly at an annual meeting, and proposals of other

business to be brought properly before an annual meeting, nominations and proposals of other business must be: (a) specified in the

Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise

brought properly before the annual meeting by or at the direction of the Board of Directors, or (c) otherwise requested properly

to be brought before the annual meeting by a shareholder who (i) is a shareholder of record at the time of the giving of the notice

provided for in this Section 1 through the date of such annual meeting and (ii) complies with the notice requirements set forth

in this Section 1. For the avoidance of doubt, compliance with the foregoing clause (c) shall be the exclusive means for a shareholder

to make nominations, or to propose any other business (other than a proposal included in the Corporation’s proxy materials pursuant

to and in compliance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (such act, and the rules and regulations

promulgated thereunder, the “Exchange Act”)), at an annual meeting of shareholders.

addition to any other applicable requirements, for nominations to be made properly at an annual meeting by a shareholder, and proposals

of other business to be brought properly before an annual meeting by a shareholder, the shareholder must have given timely notice thereof

in writing to the Secretary. To be timely, a shareholder’s notice to the Secretary must be delivered to and received at the principal

executive offices of the Corporation not later than the close of business on the ninetieth (90th) day, or earlier than the one hundred

twentieth (120th) day prior to the anniversary date of the preceding annual meeting of shareholders; provided, however, that if

the annual meeting is called for a date that is more than thirty (30) days prior to or more than sixty (60) days after such anniversary

date, notice by the shareholder must be so delivered and received not earlier than the one hundred twentieth (120th) day prior to such

annual meeting and not later than the close of business on the later of (i) the ninetieth (90th) day prior to such annual meeting

and (ii) the tenth (10th) day following the day on which public announcement (as defined below) was made. In no event shall the adjournment,

recess, postponement, judicial stay or rescheduling of an annual meeting, or the public announcement thereof, commence a new time period

for the giving of a shareholder’s notice pursuant to the preceding sentence.

addition to being timely, a shareholder’s notice must be updated and supplemented, if necessary, so that the information provided

or required to be provided in such notice shall be true and correct (A) as of the record date for the meeting and (B) as of

the date that is ten (10) business days prior to the meeting (or any postponement, rescheduling or adjournment thereof), and

such update and supplement shall (I) be received by the Secretary at the principal executive offices of the Corporation (x) not

later than the close of business five (5) business days after the record date for determining the shareholders entitled to receive

notice of such meeting (in the case of an update required to be made under clause (A)) and (y) not later than the close of business

seven (7) business days prior to the date for the meeting or, if practicable, any postponement, rescheduling or adjournment thereof

(and, if not practicable, on the first practicable date prior to the date to which the meeting has been postponed, rescheduled or adjourned)

(in the case of an update required to be made pursuant to clause (B)), (II) be made only to the extent that information has changed

since prior submission of such notice, and (III) clearly identify the information that has changed since such prior submission of

such notice. For the avoidance of doubt, the requirement to update and supplement such information shall not permit any shareholder or

other person to change or add any proposed nominee for Director or other proposed business or be deemed to cure any defects or inaccuracies

in any prior submissions or limit the remedies (including under these By- Laws) available to the Corporation relating to any defect or

inaccuracy.

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A shareholder’s notice to the Secretary (whether

given pursuant to this Section 1 or Section 2 of Article II) shall include the following, as applicable:

(1)            As

to any shareholder of record giving notice under this Section 1 (each, a “Noticing Party”) and any Shareholder Associated

Person (as defined below), notice must set forth:

(A) the name and address of such Noticing

Party and each Shareholder Associated Person (including, as applicable, as they appear on the Corporation’s books and records);

(B) the class, series and number of

shares of each class or series of capital stock (if any) of the Corporation that are, directly or indirectly, owned beneficially or of

record (specifying the type of ownership) by such Noticing Party or any Shareholder Associated Person (including any rights to acquire

beneficial ownership at any time in the future); the date or dates on which such shares were acquired; the investment intent of such acquisition;

and whether such shares were acquired with any financial assistance provided by any other person;

for, and number of, any securities of the Corporation owned beneficially but not of record by such Noticing Party or any Shareholder Associated

Person and any pledge by such Noticing Party or any Shareholder Associated Person with respect to any of such securities;

(D) a complete and accurate description

of all agreements, arrangements or understandings, written or oral, (including any derivative or short positions, profit interests, hedging

transactions, forwards, futures, swaps, options, warrants, convertible securities, stock appreciation or similar rights, repurchase agreements

or arrangements, borrowed or loaned shares and so-called “stock borrowing” agreements or arrangements) that have been entered

into by, or on behalf of, such Noticing Party or any Shareholder Associated Person, the effect or intent of which is to mitigate loss,

manage risk or benefit from changes in the price of any securities of the Corporation, or maintain, increase or decrease the voting power

of such Noticing Party or any Shareholder Associated Person with respect to securities of the Corporation, whether or not such instrument

or right shall be subject to settlement in underlying shares of capital stock of the Corporation and without regard to whether such agreement,

arrangement or understanding is required to be reported on a Schedule 13D, 13F or 13G in accordance with the Exchange Act (any of the

foregoing, a “Derivative Instrument”);

(E) any substantial interest, direct

or indirect (including any existing or prospective commercial, business or contractual relationship with the Corporation), by security

holdings or otherwise, of such Noticing Party or any Shareholder Associated Person in the Corporation or any affiliate thereof, other

than an interest arising from the ownership of Corporation securities where such Noticing Party or such Shareholder Associated Person

receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series;

-3-

(F) a complete and accurate description

of all agreements, arrangements or understandings, written or oral, (I) between or among such Noticing Party and any of the Shareholder

Associated Persons or (II) between or among such Noticing Party or any Shareholder Associated Person and any other person or entity

(naming each such person or entity), including (x) any proxy, contract, arrangement, understanding or relationship pursuant to which

such Noticing Party or any Shareholder Associated Person, directly or indirectly, has a right to vote any security of the Corporation

(other than any revocable proxy given in response to a solicitation made pursuant to, and in accordance with, Section 14(a) of

the Exchange Act by way of a solicitation statement filed on Schedule 14A), and (y) any understanding, written or oral, that such

Noticing Party or any Shareholder Associated Person may have reached with any shareholder of the Corporation (including the name of such

shareholder) with respect to how such shareholder will vote such shareholder’s shares in the Corporation at any meeting of the Corporation’s

shareholders or take other action in support of any Proposed Nominee or other business, or other action to be taken, by such Noticing

Party or any Shareholder Associated Person;

(G) any rights to dividends on the

shares of the Corporation owned beneficially by such Noticing Party or any Shareholder Associated Person that are separated or separable

from the underlying shares of the Corporation;

(H) any proportionate interest in

shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership, limited liability

company or similar entity in which such Noticing Party or any Shareholder Associated Person (I) is a general partner or, directly

or indirectly, beneficially owns an interest in a general partner of such general or limited partnership or (II) is the manager,

managing member or, directly or indirectly, beneficially owns an interest in the manager or managing member of such limited liability

company or similar entity;

(I) any significant equity interests

or any Derivative Instruments in any principal competitor of the Corporation held by such Noticing Party or any Shareholder Associated

Person;

(J) any direct or indirect interest

of such Noticing Party or any Shareholder Associated Person in any contract or arrangement with the Corporation, any affiliate of the

Corporation or any principal competitor of the Corporation (including any employment agreement, collective bargaining agreement or consulting

agreement);

(K) a description of any material

interest of such Noticing Party or any Shareholder Associated Person in the business proposed by such Noticing Party, if any, or the election

of any Proposed Nominee;

-4-

(L) a representation that (I) neither

such Noticing Party nor any Shareholder Associated Person has breached any contract or other agreement, arrangement or understanding with

the Corporation except as disclosed to the Corporation pursuant hereto and (II) such Noticing Party and each Shareholder Associated

Person has complied, and will comply, with all applicable requirements of state law and the Exchange Act with respect to the matters set

forth in this Section 1;

(M) a complete an accurate description

of any performance-related fees (other than an asset-based fee) to which such Noticing Party or any Shareholder Associated Person may

be entitled as a result of any increase or decrease in the value of the Corporation’s securities or any Derivative Instruments,

including any such fees to which members of any Shareholder Associated Person’s immediate family sharing the same household may

be entitled;

(N) (I) a description of the

investment strategy or objective, if any, of such Noticing Party or any Shareholder Associated Person who is not an individual and (II) a

copy of the prospectus, offering memorandum or similar document and any presentation, document or marketing material provided to third

parties (including investors and potential investors) to solicit an investment in the Noticing Party or any Shareholder Associated Person

that contains or describes the Noticing Party’s or such Shareholder Associated Person’s performance, personnel or investment

thesis or plans or proposals with respect to the Corporation;

(O) all information that would be

required to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) under the Exchange Act or an amendment pursuant to

Rule 13d-2(a) under the Exchange Act if such a statement were required to be filed under the Exchange Act by such Noticing Party

or any Shareholder Associated Person, or such Noticing Party’s or any Shareholder Associated Person’s associates, (regardless

of whether such person or entity is actually required to file a Schedule 13D), including a description of any agreement that would be

required to be disclosed by such Noticing Party, any Shareholder Associated Person or any of their respective associates pursuant to Item

5 or Item 6 of Schedule 13D;

(P) a certification regarding whether

such Noticing Party and each Shareholder Associated Person has complied with all applicable federal, state and other legal requirements

in connection with such person’s acquisition of shares of capital stock or other securities of the Corporation and such person’s

acts or omissions as a shareholder of the Corporation, if such Noticing Party or Shareholder Associated Person is or has been a shareholder

of the Corporation; and

(Q) all other information relating

to such Noticing Party or any Shareholder Associated Person, or such Noticing Party’s or any Shareholder Associated Person’s

associates, that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation

of proxies in support of the business proposed by such Noticing Party, if any, or for the election of any Proposed Nominee in a contested

election or otherwise;

-5-

provided, however, that the disclosures in the foregoing subclauses

(A) through (Q) shall not include any such disclosures with respect to the ordinary course business activities of any broker,

dealer, commercial bank, trust company or other nominee who is a Noticing Party solely as a result of being the shareholder of record

directed to prepare and submit the notice required by these By-Laws on behalf of a beneficial owner.

(2)            If

the notice relates to any business other than a nomination of a Director or Directors that the Noticing Party or any Shareholder Associated

Person proposes to bring before the meeting, the notice must set forth:

(A)          a

brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the

meeting; and

(B)          the

text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such proposal

or business includes a proposal to amend the By-Laws of the Corporation, the text of the proposed amendment).

(3)            As

to any person the Noticing Party or any Shareholder Associated Person proposes to nominate for election or reelection to the Board of

Directors (each, a “Proposed Nominee”), the notice must set forth:

(A) the name, age, business address

and residence address of such Proposed Nominee;

(B) the principal occupation and employment

of such Proposed Nominee;

to the background and qualifications of such Proposed Nominee, completed by such Proposed Nominee in the form required by the Corporation

(which form such Noticing Party shall request in writing from the Secretary prior to submitting notice and which the Secretary shall provide

to such Noticing Party within ten (10) days after receiving such request);

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(D) a written representation and agreement

completed by such Proposed Nominee in the form required by the Corporation (which form such Noticing Party shall request in writing from

the Secretary prior to submitting notice and which the Secretary shall provide to such Noticing Party within ten (10) days after

receiving such request) providing that such Proposed Nominee: (I) is not and will not become a party to any agreement, arrangement

or understanding with, and has not given any commitment or assurance to, any person or entity as to how such Proposed Nominee, if elected

as a Director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed

to the Corporation or any Voting Commitment that could limit or interfere with such Proposed Nominee’s ability to comply, if elected

as a Director of the Corporation, with such Proposed Nominee’s fiduciary duties under applicable law; (II) is not and will

not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to

any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Director or nominee that

has not been disclosed to the Corporation; (III) will, if elected as a Director of the Corporation, comply with all applicable rules of

any securities exchanges upon which the Corporation’s securities are listed, the Certificate of Incorporation, these By-Laws, all

applicable publicly disclosed corporate governance, ethics, conflict of interest, confidentiality, stock ownership and trading policies

and all other guidelines and policies of the Corporation generally applicable to Directors (which other guidelines and policies will be

provided to such Proposed Nominee within five (5) business days after the Secretary receives any written request therefor from such

Proposed Nominee), and all applicable fiduciary duties under state law; (IV) consents to being named as a nominee in the Corporation’s

proxy statement and form of proxy for the meeting; (V) intends to serve a full term as a Director of the Corporation, if elected;

(VI) will provide facts, statements and other information in all communications with the Corporation and its shareholders that are

or will be true and correct and that do not and will not omit to state any fact necessary in order to make the statements made, in light

of the circumstances under which they are made, not misleading; and (VII) will tender his or her resignation as a Director of the

Corporation if the Board determines that such Proposed Nominee failed to comply with the provisions of this subsection (D) in all

material respects, provides such Proposed Nominee of notice of any such determination and, if such non-compliance may be cured, such Proposed

Nominee fails to cure such non-compliance within ten (10) business days after delivery of such notice to such Proposed Nominee;

(E) a description of all direct and

indirect compensation and other material monetary agreements, arrangements or understandings, written or oral, during the past three (3) years,

and any other material relationships, between or among such Proposed Nominee or any of such Proposed Nominee’s affiliates or associates

(each as defined below), on the one hand, and any Noticing Party or any Shareholder Associated Person, on the other hand, including all

information that would be required to be disclosed pursuant to Item 404 promulgated under Regulation S-K as if such Noticing Party and

any Shareholder Associated Person were the “registrant” for purposes of such rule and the Proposed Nominee were a Director

or executive officer of such registrant;

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(F) a description of any business

or personal interests that could place such Proposed Nominee in a potential conflict of interest with the Corporation or any of its subsidiaries;

and

(G) all other information relating

to such Proposed Nominee or such Proposed Nominee’s associates that would be required to be disclosed in a proxy statement or other

filing required to be made by such Noticing Party or any Shareholder Associated Person in connection with the solicitation of proxies

for the election of Directors in a contested election or otherwise.

(4)            Each

notice submitted in accordance with this Section 1 shall include:

(A) a representation that the Noticing

Party intends to appear in person or by proxy at the meeting to bring such business before the meeting or nominate any Proposed Nominees,

as applicable, and an acknowledgment that, if such Noticing Party (or a Qualified Representative (as defined below) of such Noticing Party)

does not appear to present such business or Proposed Nominees, as applicable, at such meeting, the Corporation need not present such business

or Proposed Nominees for a vote at such meeting, notwithstanding that proxies in respect of such vote may have been received by the Corporation;

(B) a complete and accurate description

of any pending or, to such Noticing Party’s knowledge, threatened legal proceeding in which such Noticing Party or any Shareholder

Associated Person is a party or participant involving the Corporation or, to such Noticing Party’s or any Shareholder Associated

Person’s knowledge, any current or former officer, Director, affiliate or associate of the Corporation;

and addresses of other shareholders (including beneficial owners) known by such Noticing Party to support the nomination(s) or other

business proposal(s) submitted by such Noticing Party and, to the extent known, the class and number of all shares of the Corporation’s

capital stock owned beneficially or of record by such other shareholder(s) or other beneficial owner(s); and

(D) a representation from such Noticing

Party as to whether such Noticing Party or any Shareholder Associated Person intends or is part of a group that intends (i) to deliver

a proxy statement and/or form of proxy to a number of holders of the Corporation’s voting shares reasonably believed by such Noticing

Party to be sufficient to approve or adopt the business to be proposed or elect the Proposed Nominees, as applicable, (ii) to solicit

proxies in support of the election of any Proposed Nominee in accordance with Rule 14a-19 under the Exchange Act or (iii) to

engage in a solicitation (within the meaning of Exchange Act Rule 14a-1(l)) with respect to the nomination or other business, as

applicable, and if so, the name of each participant (as defined in Item 4 of Schedule 14A under the Exchange Act) in such solicitation.

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The

Corporation may require any Noticing Party to furnish such other information as may reasonably be required by the Corporation to determine

the eligibility or suitability of any Proposed Nominee to serve as Director of the Corporation or that could be material to a reasonable

shareholder’s understanding of the independence, or lack thereof, of such a Proposed Nominee under the listing standards of each

securities exchange upon which the Corporation’s securities are listed, any applicable rules of the Securities and Exchange

Commission (the “Commission”), any publicly disclosed standards used by the Board in selecting nominees for election as a

Director and for determining and disclosing the independence of the Corporation’s Directors, including those applicable to a Director’s

service on any of the committees of the Board, or the requirements of any other laws or regulations applicable to the Corporation. If

requested by the Corporation, any supplemental information required under this paragraph shall be provided by a Noticing Party within

ten (10) days after it has been requested by the Corporation. In addition, the Board may require any Proposed Nominee to submit to

interviews with the Board or any committee thereof, and such Proposed Nominee shall make himself or herself available for any such interviews

within ten (10) days following any reasonable request therefor from the Board or any committee thereof.

person shall be eligible for election as a Director of the Corporation unless nominated in accordance with the procedures set forth herein.

The number of nominees a shareholder may nominate for election at a meeting may not exceed the number of Directors to be elected

at such meeting, and for the avoidance of doubt, no shareholder shall be entitled to make additional or substitute nominations following

the expiration of the time periods set forth in this Section 1. Except as otherwise provided by law, the Chair of a meeting shall

have the power and the duty to determine whether a nomination or any business proposed to be brought before the meeting has been made

in accordance with the procedures set forth in these By-Laws, and, if the Chair of the meeting determines that any proposed nomination

or business was not properly brought before the meeting, the Chair of the meeting shall declare to the meeting that such nomination shall

be disregarded or such business shall not be transacted, and no vote shall be taken with respect to such nomination or proposed business,

in each case, notwithstanding that proxies with respect to such vote may have been received by the Corporation. Notwithstanding the foregoing

provisions of this Section 1, unless otherwise required by law, if the Noticing Party (or a Qualified Representative of the Noticing

Party) proposing a nominee for Director or business to be conducted at a meeting does not appear at the meeting of shareholders of the

Corporation to present such nomination or propose such business, such proposed nomination shall be disregarded or such proposed business

shall not be transacted, as applicable, and no vote shall be taken with respect to such nomination or proposed business, notwithstanding

that proxies with respect to such vote may have been received by the Corporation.

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If any information submitted pursuant to this Section 1

by any Noticing Party proposing individuals to nominate for election or reelection as a Director or business for consideration at a shareholder

meeting shall be inaccurate in any material respect (as determined by the Board or a committee thereof), such information shall be deemed

not to have been provided in accordance with this Section 1. Any such Noticing Party shall notify the Secretary in writing at the

principal executive offices of the Corporation of any inaccuracy or change in any information submitted pursuant to this Section 1

(including if any Noticing Party or any Shareholder Associated Person no longer intends to solicit proxies in accordance with the representation

made pursuant to subsection 4(D) above within two (2) business days after becoming aware of such inaccuracy or change, and any

such notification shall clearly identify the inaccuracy or change, it being understood that no such notification may cure any deficiencies

or inaccuracies with respect to any prior submission by such Noticing Party. Upon written request of the Secretary on behalf of the Board

(or a duly authorized committee thereof), any such Noticing Party shall provide, within seven (7) business days after delivery of

such request (or such other period as may be specified in such request), (A) written verification, reasonably satisfactory to the

Board, any committee thereof or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by

such Noticing Party pursuant to this Section 1 and (B) a written affirmation of any information submitted by such Noticing Party

pursuant to this Section 1 as of an earlier date. If a Noticing Party fails to provide such written verification or affirmation within

such period, the information as to which written verification or affirmation was requested may be deemed not to have been provided in

accordance with this Section 1.

If (A) any Noticing Party or any Shareholder

Associated Person provides notice pursuant to Rule 14a-19(b) under the Exchange Act with respect to any Proposed Nominee and

(B) (1) such Noticing Party or Shareholder Associated Person subsequently either (x) notifies the Corporation that such

Noticing Party or Shareholder Associated Person no longer intends to solicit proxies in support of the election of such Proposed Nominee

in accordance with Rule 14a-19(b) under the Exchange Act or (y) fails to comply with the requirements of Rule 14a-19(a)(2) or

Rule 14a-19(a)(3) under the Exchange Act and (2) no other Noticing Party or Shareholder Associated Person that has provided

notice pursuant to Rule 14a-19(b) under the Exchange Act with respect to such Proposed Nominee has complied with the requirements

of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) under the Exchange Act, then any proxies or votes for such Proposed Nominee

shall be disregarded. Upon request by the Corporation, if any Noticing Party or any Shareholder Associated Person provides notice pursuant

to Rule 14a-19(b) under the Exchange Act, such Noticing Party shall deliver to the Secretary, no later than five business days

prior to the applicable meeting date, reasonable evidence that the requirements of Rule 14a-19(a)(3) under the Exchange Act

have been satisfied.

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For purposes of Sections 1 and 2 of these By-Laws:

(A) “affiliate” and “associate” each shall have the respective meanings set forth in Rule 12b-2 under

the Exchange Act; (B) “beneficial owner,” “beneficial ownership,” or “beneficially owned” shall

have the meaning set forth for such terms in Section 13(d) of the Exchange Act; (C) “public announcement” shall

mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Commission

pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder; (D) “Qualified

Representative” of a Noticing Party means (I) a duly authorized officer, manager or partner of such Noticing Party or (II) a

person authorized by a writing executed by such Noticing Party (or a reliable reproduction or electronic transmission of the writing)

delivered by such Noticing Party to the Corporation prior to the making of any nomination or proposal at a shareholder meeting stating

that such person is authorized to act for such Noticing Party as proxy at the meeting of shareholders, which writing or electronic transmission,

or a reliable reproduction of the writing or electronic transmission, must be produced at the meeting of shareholders; and (E) “Shareholder

Associated Person” shall mean, with respect to a Noticing Party, (I) any person directly or indirectly controlling, controlled

by or under common control with such Noticing Party, (II) any member of the immediate family of such Noticing Party sharing the same

household, (III) any person who is a member of a “group” (as such term is used in Rule 13d-5 under the Exchange

Act (or any successor provision at law)) with, or is otherwise known by such Noticing Party or other Shareholder Associated Person to

be acting in concert with, such Noticing Party or any other Shareholder Associated Person with respect to the stock of the Corporation,

(IV) any beneficial owner of shares of stock of the Corporation owned of record by such Noticing Party or any other Shareholder Associated

Person (other than a shareholder that is a depositary), (V) any affiliate or associate of such Noticing Party or any other Shareholder

Associated Person, (VI) any participant (as defined in paragraphs (a)(ii) (vi) of Instruction 3 to Item 4 of Schedule 14A)

with such Noticing Party or any other Shareholder Associated Person with respect to any proposed business or nominations, as applicable,

and (VII) any Proposed Nominee.

Notwithstanding the provisions of these By-Laws,

a shareholder shall also comply with state law and all applicable requirements of the Exchange Act and the rules and regulations

thereunder with respect to the matters set forth in this Section 1 and Section 2 of Article II of these By-Laws; provided,

however, that any references in these By-Laws to the Exchange Act or the rules promulgated thereunder are not intended to and shall

not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 1

and Section 2 of Article II of these By-Laws. Nothing in these By-Laws shall be deemed to affect any rights of shareholders

to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act. Subject

to Rule 14a-8 under the Exchange Act, nothing in these By-Laws shall be construed to permit any shareholder, or give any shareholder

the right, to include or have disseminated or described in the Corporation’s proxy statement any nomination of Director or Directors

or any other business proposal.

Any written notice, supplement, update or other

information required to be delivered by a shareholder to the Corporation pursuant to Section 1 must be given by personal delivery,

by overnight courier or by registered or certified mail, postage prepaid, to the Secretary at the Corporation’s principal executive

offices.

SECTION 2          SPECIAL

MEETINGS.

Subject to compliance with this Section 2,

special meetings of the shareholders may be called by the Chair of the Board, the Chief Executive Officer, any President, the Board of

Directors or by a shareholder (or shareholders) beneficially owning not less than one-fifth of all the outstanding shares entitled to

vote on the matter for which the meeting is called (the “Requisite Threshold”).

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At any special meeting of the shareholders, only

such nominations of persons for election to the Board of Directors shall be made, and only such other business shall be conducted or considered,

as shall have been brought properly before the meeting. For nominations to be made properly at a special meeting, and proposals of other

business to be brought properly before the special meeting, nominations and proposals of other business must be: (a) specified in

the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise

brought properly before the special meeting by or at the direction of the Board of Directors, or (c) otherwise requested properly

to be brought before the special meeting by a shareholder (or shareholders) of the Corporation beneficially owning not less than the Requisite

Threshold and (i) being shareholder(s) of record on the record date for the determination of shareholders entitled to vote at

such special meeting, on the date such shareholder(s) provide(s) timely notice to the Corporation as provided herein and on

the date of the special meeting, and (ii) complying with the notice requirements set forth in this Section 2 (including the

provisions of Article II, Section 1 which are incorporated by reference into this Section 2).

In addition to any other applicable requirements,

for business to be brought properly by a shareholder before a special meeting the shareholder must have given timely notice thereof in

writing to the Secretary. To be timely, a shareholder’s notice must be delivered to and received at the principal executive offices

of the Corporation, in the case of a special meeting of shareholders, not later than the close of business on the ninetieth (90th)

day and not earlier than the one hundred twentieth (120th) day prior to the date of the special meeting or, if the first public

announcement of the date of such special meeting is less than one hundred days prior to the date of such special meeting, the close of

business on the tenth (10th) day following the day on which such notice of the date of the special meeting was mailed or such

public announcement of the date of the special meeting was made, whichever first occurs. In no event shall the adjournment, recess, postponement,

judicial stay or rescheduling of a special meeting, or the public announcement thereof, commence a new time period for the giving of a

shareholder’s notice pursuant to the preceding sentence.

In addition to being timely, a shareholder’s

notice must be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall

be true and correct as of (A) the record date for the special meeting and (B) as of the date that is ten (10) business

days prior to the special meeting (or any postponement, rescheduling or adjournment thereof), and such update and supplement shall (I) be

received by the Secretary at the principal executive offices of the Corporation (x) not later than the close of business five (5) business

days after the record date for determining the shareholders entitled to receive notice of such meeting (in the case of an update required

to be made under clause (A)) and (y) not later than the close of business seven (7) business days prior to the date for the

meeting or, if practicable, any postponement, rescheduling or adjournment thereof (and, if not practicable, on the first practicable date

prior to the date to which the meeting has been postponed, rescheduled or adjourned) (in the case of an update required to be made pursuant

to clause (B)), (II) be made only to the extent that information has changed since prior submission of such notice, and (III) clearly

identify the information that has changed since such prior submission of such notice. For the avoidance of doubt, the requirement to update

and supplement such information shall not permit any shareholder or other person to change or add any proposed nominee for Director or

other proposed business or be deemed to cure any defects or limit the remedies (including under these By-Laws) available to the Corporation

relating to any defect.

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A shareholder’s notice to the Secretary shall

include (a) all of the information set forth in, and shall otherwise comply with the requirements of Article II, Section 1

of these By-Laws, as applicable; (b) an agreement by such shareholder to notify the Corporation promptly in the event of (1) any

disposition prior to the time of the special meeting of any shares included within such shareholder’s beneficial ownership of shares

of the Corporation as of the date on which the special meeting request was delivered to the Corporation and (2) any other change

prior to the time of the special meeting in such shareholder’s beneficial ownership of shares of the Corporation; and (c) documentary

evidence that the shareholder had beneficial ownership of at least the Requisite Threshold as of the date of delivery of the special meeting

request to Corporation.

Notwithstanding

anything in these By-Laws to the contrary, no nominations of Directors shall be made, and no other business shall be conducted, at a special

meeting except in accordance with the procedures set forth in this Section 2, and any such business must be a proper matter for shareholder

action. No person shall be eligible for election as a Director of the Corporation unless nominated in accordance with the procedures

set forth herein. The Chair of the special meeting may, if the facts warrant, determine and declare to the meeting that a nomination was

not made or a proposal for business was not brought properly in accordance with the foregoing procedures, and if the Chair of the meeting

should so determine, the Chair of the meeting may so declare to the special meeting and the defective nomination or business proposal

shall be disregarded.

A failure by shareholder(s) who are requesting

a special meeting to deliver such information as required by this Section 2 shall constitute a revocation of the applicable special

meeting request by such requesting shareholder(s).

A special meeting request made by shareholders

shall not be valid, and a special meeting requested by shareholders shall not be held, if (A) the special meeting request does not

comply with this Section 2; or (B) the special meeting request relates to an item of business that is not a proper subject

for shareholder action under applicable law. If none of the requesting shareholders appears or sends

a duly authorized agent to present the business specified in the special meeting request to be presented for consideration, the Corporation

need not present such business for a vote at the special meeting, notwithstanding that proxies in respect of such business may have been

received by the Corporation.

The requesting

shareholders (or any of them) may revoke a special meeting request by written revocation delivered to the Secretary at any time prior

to the special meeting. If following such revocation or any deemed revocation, there are unrevoked requests from requesting shareholders

beneficially owning in the aggregate less than the Requisite Thresholds (or there are no unrevoked requests at all), the Board of Directors,

in its discretion, may cancel the special meeting.

The Board

of Directors may submit its own proposal or proposals for consideration at a special meeting called at the request of one or more shareholders.

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The date and time of any special meeting shall

be fixed by the Board of Directors; provided, that the date of any such special meeting shall not be more than 120 days after the

date on which a valid special meeting request is received by the Corporation.

SECTION 3          PLACE

OF MEETING. The Board of Directors may designate any place, either within or without the State of Illinois, as the place of meeting

for any annual meeting or for any special meeting, or may designate that any annual meeting or special meeting shall not be held at any

place and shall instead be held solely by means of remote communication. If no designation is made, or if a special meeting be otherwise

called, the place of meeting shall be the principal office of the Corporation in the State of Illinois.

SECTION 4          NOTICE

OF MEETINGS. Written notice stating the place (if applicable), day and hour of the meeting, and, in the case of a special meeting,

the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days

before the date of the meeting, or in the cases of a merger, consolidation, share exchange, dissolution or sale, lease or exchange of

assets not less than twenty (20) nor more than sixty (60) days before the meeting, either personally or by mail, by or at the direction

of the Chair of the Board, the Chief Executive Officer, any President, or the Secretary or the persons calling the meeting, to each shareholder

of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States

mail, addressed to the shareholder at his or her address as it appears on the records of the Corporation, with postage thereon prepaid.

SECTION 5          FIXING

RECORD DATE. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders

entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board

of Directors of the Corporation may fix in advance a date as the record date for any such determination of shareholders, such date in

any case to be not more than sixty (60) days and, for a meeting of shareholders, not less than ten (10) days, or in the case of a

merger, consolidation, share exchange, dissolution or sale, lease or exchange of assets not less than twenty (20) days, immediately preceding

such meeting.

SECTION 6          VOTING

LISTS. The Secretary shall make, or cause to have made, within twenty (20) days after the record date for a meeting of shareholders

or ten (10) days before such meeting, whichever is earlier, 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, which list, for a period of ten (10) days

prior to such meeting, shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any shareholder

and to copying at the shareholder’s expense, at any time during usual business hours. Such list shall also be produced and kept

open at the time and place (if applicable) of the meeting and shall be subject to the inspection of 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 prima facie

evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders.

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SECTION 7          QUORUM.

A majority of the outstanding shares of the Corporation entitled to vote on a matter, represented in person or by proxy, shall constitute

a quorum for consideration of such matter at a meeting of shareholders. If a quorum is present, the affirmative vote of the majority of

the shares represented at the meeting and entitled to vote on a matter shall be the act of the shareholders, unless the vote of a greater

number or voting by classes is required by the Illinois Business Corporation Act of 1983 (as amended from time to time, the “BCA”)

or the Articles of Incorporation, as in effect on the date of such determination. If a quorum is not present or represented at any meeting

of shareholders, the Chair of the meeting, or if so requested by the Chair, the shareholders present in person or represented by proxy,

shall have the power to adjourn the meeting from time to time, without notice other than the announcement at the meeting, until a quorum

shall be present or represented. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than

a quorum. In addition, the Chair of any meeting or the Board of Directors shall have the power to adjourn, postpone, reschedule or cancel

any meeting of shareholders previously called by any of them.

SECTION 8          PROXIES.

A shareholder may appoint a proxy to vote or otherwise act for the shareholder by delivering a valid appointment to the person so appointed

or such person’s agent; provided, however, no shareholder may name more than two persons as proxies to attend and

to vote the shareholder’s shares at any meeting of shareholders. Without limiting the manner in which a shareholder may appoint

such a proxy pursuant to these By-Laws, the following shall constitute valid means by which a shareholder may make such an appointment:

(a)            A

shareholder may sign a proxy appointment form. The shareholder’s signature may be affixed by any reasonable means, including by

facsimile signature.

(b)            A

shareholder may transmit or authorize the transmission of a telegram, cablegram, or other means of electronic transmission; provided that

any such transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram,

or other electronic transmission was authorized by the shareholder. If it is determined that the telegram, cablegram, or other electronic

transmission is valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information

upon which they relied.

No proxy shall be valid after the expiration of

eleven (11) months from the date thereof unless otherwise provided in the proxy. Each proxy continues in full force and effect until revoked

by the person appointing the proxy prior to the vote pursuant thereto, except as otherwise provided by law. Such revocation may be effected

by a writing delivered to the Secretary stating that the proxy is revoked or by a subsequent delivery of a valid proxy by, or by the attendance

at the meeting and voting in person by the person appointing the proxy. The dates of the proxy shall presumptively determine the order

of appointment.

SECTION 9          VOTING

OF SHARES. Each outstanding share, regardless of class, shall be entitled to one vote in each matter submitted to a vote at a meeting

of shareholders and, in all elections for Directors, every shareholder shall have the right to vote the number of shares owned by such

shareholder for as many persons as there are Directors to be elected, or to cumulate such votes and give one candidate as many votes as

shall equal the number of Directors multiplied by the number of such shares or to distribute such cumulative votes in any proportion among

any number of candidates; provided that, vacancies on the Board of Directors may be filled as provided in Section 9, Article III

of these By-Laws. A shareholder may vote either in person or by proxy.

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SECTION 10         VOTING

OF SHARES BY CERTAIN HOLDERS. Shares of this Corporation held by the Corporation in a fiduciary capacity may be voted and shall be

counted in determining the total number of outstanding shares entitled to vote at any given time.

Shares registered in the name of another corporation,

domestic or foreign, may be voted by any officer, agent, proxy or other legal representative authorized to vote such shares under the

law of incorporation of such corporation.

Shares registered in the name of a deceased person,

a minor ward or a person under legal disability may be voted by his or her administrator, executor, or court appointed guardian, either

in person or by proxy without a transfer of such shares into the name of such administrator, executor, or court appointed guardian. Shares

registered in the name of a trustee may be voted by him or her, either in person or by proxy.

Shares registered in the name of a receiver may

be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof

into his or her name if authority so to do is contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be

entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be

entitled to vote the shares so transferred.

SECTION 11         VOTING

BY BALLOT. Voting on any question or in any election may be viva voce unless the Board of Directors or the Chair of the applicable

meeting shall order that voting be by ballot.

SECTION 12         INSPECTORS

OF ELECTION. The Board of Directors in advance of any meeting of shareholders may appoint inspectors to act at such meeting or any

adjournment thereof. If inspectors of election are not so appointed, the person acting as Chair at any such meeting may, and on the request

of any shareholder or his proxy, shall make such appointment. In case any person appointed as inspector shall fail to appear or to act,

the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the person acting

as Chair.

Such inspectors shall ascertain and report the

number of shares represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and

report the results; and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the

shareholders.

Each report of an inspector shall be in writing

and signed by him or her or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one

inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of

shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

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SECTION 13         SHAREHOLDER

ACTION BY WRITTEN CONSENT. In the case of action to be taken by a shareholder or shareholders by written consent, the shareholder

or shareholders proposing to take such action shall give notice of the proposed action, which notice shall be in writing and delivered

to and received by the Secretary at the principal office of the Corporation, a reasonable period (but not less than thirty-five (35) days)

before the proposed effective date of such action. To the extent relevant, such notice shall include the information referred to in Article II,

Section 1 of these By-Laws.

In the case of action to be taken by a shareholder

or shareholders by written consent, no written consent shall be effective to take the action referred to therein unless written consents

signed by a sufficient number of shareholders to take such action are delivered to and received by the Corporation in accordance with

this Section within sixty days of the record date for taking such action by written consent, or if no such record date has been set,

the date the earliest dated written consent was received by the Corporation in accordance with this Section.

Every written consent shall be signed by one or

more persons who as of the record date are shareholders of record on such record date, shall bear the date of signature of each such shareholder,

and shall set forth the name and address, as they appear in the Corporation’s books, of each shareholder signing such consent and

the class and number of shares of the Corporation which are owned of record and beneficially by each such shareholder and shall be delivered

to and received by the Secretary at the Corporation’s principal office by hand or by certified or registered mail, return receipt

requested.

SECTION 14         RECORD

DATE FOR SHAREHOLDER ACTION BY WRITTEN CONSENT. In order that the Corporation may determine the shareholders entitled to consent to

action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which

the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days (or

if such tenth day is a day on which the New York Stock Exchange is not open for trading, the next day following such tenth day on which

the New York Stock Exchange is open for trading), or in the case of any proposed action by written consent of a shareholder or shareholders

with respect to a merger, consolidation, share exchange, dissolution or sale, lease or exchange of assets, not more than twenty (20) days,

after the date upon which the resolution fixing the record date is adopted by the Board of Directors (or such later date if the shareholder

requests and the Board sets such later date as the record date). Any shareholder of record seeking to have the shareholders authorize

or take action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The

Board of Directors shall promptly, but no later than ten days (or if such tenth day is a day on which the New York Stock Exchange is not

open for trading, the next day following such tenth day on which the New York Stock Exchange is open for trading) after the date on which

such a request is received, adopt a resolution fixing the record date. Delivery of such request shall be by hand or by certified or registered

mail, return receipt requested to the Secretary at the Corporation’s principal office. If no record date has been fixed by the Board

of Directors within ten (10) days (or if such tenth day is a day on which the New York Stock Exchange is not open for trading, the

next day following such tenth day on which the New York Stock Exchange is open for trading) after the date on which such request is received,

the record date for determining shareholders entitled to consent to action in writing without a meeting, when no prior action by the Board

of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or

proposed to be taken is delivered to and received by the Secretary at the principal office of the Corporation. Delivery shall be by hand

or by certified or registered mail, return receipt requested to the Secretary at the Corporation’s principal office. If no record

date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date

for determining shareholders entitled to consent to action in writing without a meeting shall be at the close of business on the date

on which the Board of Directors adopts the resolution taking such prior action.

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SECTION 15         INCLUSION

OF SHAREHOLDER DIRECTOR NOMINATIONS IN THE CORPORATION’S PROXY MATERIALS. Subject to the terms and conditions set forth in these

By-Laws, the Corporation shall include in its proxy materials for an annual meeting of shareholders the name, together with the Required

Information, of any person nominated for election (the “Shareholder Nominee”) to the Board of Directors by one shareholder

or group of shareholders that satisfy the requirements of this Section 15, including qualifying as an Eligible Shareholder, and that

expressly elects at the time of providing the written notice required by this Section 15 (a “Proxy Access Notice”) to

have its nominee included in the Corporation’s proxy materials pursuant to this Section 15. For the purposes of this Section 15:

(1)            “Voting

Shares” shall mean outstanding shares of capital share of the Corporation entitled to vote generally for the election of Directors;

(2)            “Constituent

Holder” shall mean any shareholder, collective investment fund included within a Qualifying Fund (as defined below) or beneficial

holder whose share ownership is counted for the purposes of qualifying as holding the Proxy Access Request Required Shares (as defined

below) or qualifying as an Eligible Shareholder (as defined below);

(3)            “affiliate”

and “associate” shall have the meanings ascribed thereto in Rule 405 under the Exchange Act; provided, however, that

the term “partner” as used in the definition of “associate” shall not include any limited partner that is not

involved in the management of the relevant partnership; and

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(4)            a

shareholder (including any Constituent Holder) shall be deemed to “own” only those outstanding Voting Shares as to which the

shareholder itself (or any such Constituent Holder itself) possesses both (a) the full voting and investment rights pertaining to

the shares and (b) the full economic interest in (including the opportunity for profit and risk of loss on) such shares. The

number of shares calculated in accordance with the foregoing clauses (a) and (b) shall be deemed not to include (and to the

extent any of the following arrangements have been entered into by affiliates of the shareholder (or of any Constituent Holder), shall

be reduced by) any shares (x) sold by such shareholder or Constituent Holder (or any of either’s affiliates) in any transaction

that has not been settled or closed, including any short sale, (y) borrowed by such shareholder or Constituent Holder (or any of

either’s affiliates) for any purposes or purchased by such shareholder or Constituent Holder (or any of either’s affiliates)

pursuant to an agreement to resell or (z) subject to any option, warrant, forward contract, swap, contract of sale, other derivative

or similar agreement entered into by such shareholder or Constituent Holder (or any of either’s affiliates), whether any such instrument

or agreement is to be settled with shares or with cash based on the notional amount or value of Voting Shares, in any such case which

instrument or agreement has, or is intended to have, or if exercised by either party thereto would have, the purpose or effect of (i) reducing

in any manner, to any extent or at any time in the future, such shareholder’s or Constituent Holder’s (or either’s affiliate’s)

full right to vote or direct the voting of any such shares, and/or (ii) hedging, offsetting or altering to any degree gain or loss

arising from the full economic ownership of such shares by such shareholder or Constituent Holder (or either’s affiliate), other

than any such arrangements solely involving an exchange listed multi- industry market index fund in which Voting Share represents at the

time of entry into such arrangement less than 10 percent of the proportionate value of such index. A shareholder (including any Constituent

Holder) shall “own” shares held in the name of a nominee or other intermediary so long as the shareholder itself (or such

Constituent Holder itself) retains the right to instruct how the shares are voted with respect to the election of Directors and the right

to direct the disposition thereof and possesses the full economic interest in the shares. A shareholder’s (including any Constituent

Holder’s) ownership of shares shall be deemed to continue during any period in which such person has loaned such shares or delegated

any voting power over such shares by means of a proxy, power of attorney or other instrument or arrangement which in all such cases is

revocable at any time by the shareholder. The terms “owned,” “owning”, “ownership” and other variations

of the word “own” shall have correlative meanings.

For purposes of this Section 15, the “Required

Information” that the Corporation will include in its proxy statement is (1) the information concerning the Shareholder

Nominee and the Eligible Shareholder that the Corporation determines is required to be disclosed in the Corporation’s proxy statement

by the regulations promulgated under the Exchange Act; and (2) if the Eligible Shareholder so elects, a Statement. The Corporation

shall also include the name of the Shareholder Nominee in its proxy card. For the avoidance of doubt, and any other provision of these

By-Laws notwithstanding, the Corporation may in its sole discretion solicit against, and include in the proxy statement its own statements

or other information relating to, any Eligible Shareholder and/or Shareholder Nominee, including any information provided to the Corporation

with respect to the foregoing.

To be timely, a shareholder’s Proxy Access

Notice must be delivered to the principal executive offices of the Corporation within the time periods applicable to shareholder notices

of nominations pursuant to Article II, Section 1 of these By-Laws. In no event shall any adjournment or postponement of an annual

meeting, the date of which has been announced by the Corporation, commence a new time period for the giving of a Proxy Access Notice.

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The number of Shareholder Nominees (including Shareholder

Nominees that were submitted by an Eligible Shareholder for inclusion in the Corporation’s proxy materials pursuant to this Section 15

but either are subsequently withdrawn or that the Board of Directors decides to nominate as Board of Directors’ nominees) appearing

in the Corporation’s proxy materials with respect to an annual meeting of shareholders shall not exceed the greater of (x) one

and (y) the largest whole number that does not exceed 20 percent of the number of Directors in office as of the last day on which

a Proxy Access Notice may be delivered in accordance with the procedures set forth in this Section 15 (such greater number, the “Permitted

Number”); provided, however, that the Permitted Number shall be reduced by:

(1)            the

number of such Director candidates for which the Corporation shall have received one or more valid shareholder notices nominating Director

candidates pursuant to Article II, Section 1 of these By-Laws;

(2)            the

number of Directors in office or Director candidates that in either case will be included in the Corporation’s proxy materials with

respect to such annual meeting as an unopposed (by the Corporation) nominee pursuant to any agreement, arrangement or other understanding

with any shareholder or group of shareholders (other than any such agreement, arrangement or understanding entered into in connection

with an acquisition of Voting Shares, by such shareholder or group of shareholders, from the Corporation), other than any such Director

referred to in this clause (2) who at the time of such annual meeting will have served as a Director continuously, as a nominee of

the Board of Directors, for at least two annual terms, but only to the extent the Permitted Number after such reduction with respect to

this clause (2) equals or exceeds one; and

(3)            the

number of Directors in office that will be included in the Corporation’s proxy materials with respect to such annual meeting for

whom access to the Corporation’s proxy materials was previously provided pursuant to this Section 15, other than any such Director

referred to in this clause (3) who at the time of such annual meeting will have served as a Director continuously, as a nominee of

the Board of Directors, for at least two annual terms;

provided,

further, that in the event the Board of Directors resolves to reduce the size of the Board of Directors effective on or prior

to the date of the annual meeting, the Permitted Number shall be calculated based on the number of Directors in office as so reduced.

In the event that the number of Shareholder Nominees submitted by Eligible Shareholders pursuant to this Section 15 exceeds the Permitted

Number, each Eligible Shareholder will select one Shareholder Nominee for inclusion in the Corporation’s proxy materials until the

Permitted Number is reached, going in order of the amount (largest to smallest) of Voting Shares each Eligible Shareholder disclosed as

owned in its Proxy Access Notice submitted to the Corporation. If the Permitted Number is not reached after each Eligible Shareholder

has selected one Shareholder Nominee, this selection process will continue as many times as necessary, following the same order each time,

until the Permitted Number is reached.

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An “Eligible Shareholder” is

one or more shareholders of record who own and have owned, or are acting on behalf of one or more beneficial owners who own and have owned

(in each case as defined above), in each case continuously for at least three years as of both the date that the Proxy Access Notice is

received by the Corporation pursuant to this Section 15, and as of the record date for determining shareholders eligible to vote

at the annual meeting, at least 3 percent of the aggregate voting power of the Voting Share (the “Proxy Access Request Required

Shares”), and who continue to own the Proxy Access Request Required Shares at all times between the date such Proxy Access Notice

is received by the Corporation and the date of the applicable annual meeting, provided that the aggregate number of shareholders, and,

if and to the extent that a shareholder is acting on behalf of one or more beneficial owners, of such beneficial owners, whose share ownership

is counted for the purpose of satisfying the foregoing ownership requirement shall not exceed twenty. Two or more collective investment

funds that are part of the same family of funds or sponsored by the same employer (a “Qualifying Fund”) shall be treated

as one shareholder for the purpose of determining the aggregate number of shareholders in this paragraph, provided that each fund included

within a Qualifying Fund otherwise meets the requirements set forth in this Section 15. No shares may be attributed to more than

one group constituting an Eligible Shareholder under this Section 15 (it being understood that no shareholder may be a member of

more than one group constituting an Eligible Shareholder). A record holder acting on behalf of one or more beneficial owners will not

be counted separately as a shareholder with respect to the shares owned by beneficial owners on whose behalf such record holder has been

directed in writing to act, but each such beneficial owner will be counted separately, subject to the other provisions of this paragraph,

for purposes of determining the number of shareholders whose holdings may be considered as part of an Eligible Shareholder’s holdings.

Proxy Access Request Required Shares will qualify as such if and only if the beneficial owner of such shares as of the date of the Proxy

Access Notice has itself individually beneficially owned such shares continuously for the three-year period ending on that date and through

the other applicable dates referred to above (in addition to the other applicable requirements being met).

No later than the final date when a nomination

pursuant to this Section 15 may be delivered to the Corporation, an Eligible Shareholder (including each Constituent Holder) must

provide the following information in writing to the Secretary: (1) all information that would be required to be included in a shareholder

notice nominating Director candidates pursuant to Article II, Section 1 of these By-Laws if the Eligible Shareholder (including

each Constituent Holder) were a “Noticing Party” that had nominated the Eligible Shareholder’s Shareholder Nominee pursuant

to such Section; (2) one or more written statements from the record holder of the shares (and from each intermediary through which

the shares are or have been held during the requisite three-year holding period) verifying that, as of a date within seven calendar days

prior to the date the Proxy Access Notice is delivered to the Corporation, such person owns, and has owned continuously for the preceding

three years, the Proxy Access Request Required Shares, and such person’s agreement to provide, within ten days after the record

date for the annual meeting, written statements from the record holder and intermediaries verifying such person’s continuous ownership

of the Proxy Access Request Required Shares through the record date, together with any additional information reasonably requested to

verify such person’s ownership of the Proxy Access Request Required Shares, and to provide immediate notice if the Eligible Shareholder

ceases to own any of the Proxy Access Request Required Shares prior to the date of the applicable annual meeting of shareholders; (3) a

representation that such person: (a) acquired the Proxy Access Request Required Shares in the ordinary course of business and not

with the intent to change or influence control of the Corporation, and does not presently have such intent, (b) has not nominated

and will not nominate for election to the Board of Directors at the annual meeting any person other than the Shareholder Nominee(s) being

nominated pursuant to this Section 15, (c) has not engaged and will not engage in, and has not and will not be a “participant”

in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support

of the election of any individual as a Director at the annual meeting other than its Shareholder Nominee(s) or a nominee of the Board

of Directors, (d) will not distribute to any shareholder any form of proxy for the annual meeting other than the form distributed

by the Corporation, and (e) will provide facts, statements and other information in all communications with the Corporation and its

shareholders that are and will be true and correct in all material respects and do not and will not omit to state a material fact necessary

in order to make the statements made, in light of the circumstances under which they were made, not misleading, and will otherwise comply

with all applicable laws, rules and regulations in connection with any actions taken pursuant to this Section 15; (4) in

the case of a nomination by a group of shareholders that together is such an Eligible Shareholder, the designation by all group members

of one group member that is authorized to act on behalf of all members of the nominating shareholder group with respect to the nomination

and matters related thereto, including withdrawal of the nomination; and (5) an undertaking that such person agrees to assume all

liability stemming from, and indemnify and hold harmless the Corporation and each of its Directors, officers, employees, agents and advisors

individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal,

administrative or investigative, against the Corporation or any of its Directors, officers or employees arising out of any legal or regulatory

violation arising out of the Eligible Shareholder’s communications with the shareholders of the Corporation or out of the information

that the Eligible Shareholder (including such person) provided to the Corporation, and that such person will file with the Commission

any solicitation by the Eligible Shareholder of shareholders of the Corporation relating to the annual meeting at which the Shareholder

Nominee will be nominated.

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In addition, no later than the final date on which

a Proxy Access Notice may be submitted under this Section 15, a Qualifying Fund whose share ownership is counted for purposes of

qualifying as an Eligible Shareholder must provide to the Secretary documentation reasonably satisfactory to the Board of Directors that

demonstrates that the funds included within the Qualifying Fund are either part of the same family of funds or sponsored by the same employer.

In order to be considered timely, any information required by this Section 15 to be provided to the Corporation must be supplemented

(by delivery to the Secretary) (1) no later than ten days following the record date for the applicable annual meeting, to disclose

the foregoing information as of such record date, and (2) no later than the fifth day before the annual meeting, to disclose the

foregoing information as of the date that is no earlier than ten days prior to such annual meeting. For the avoidance of doubt, the requirement

to update and supplement such information shall not permit any Eligible Shareholder or other person to change or add any proposed Shareholder

Nominee or be deemed to cure any defects or limit the remedies (including under these By-Laws) available to the Corporation relating to

any defect.

The Eligible Shareholder may provide to the Secretary,

at the time the information required by this Section 15 is originally provided, a written statement for inclusion in the Corporation’s

proxy statement for the annual meeting, not to exceed five hundred words, in support of the candidacy of such Eligible Shareholder’s

Shareholder Nominee (the “Statement”). Notwithstanding anything to the contrary contained in this Section 15,

the Corporation may omit from its proxy materials any information or Statement that it, in good faith, believes is materially false or

misleading, omits to state any material fact, or would violate any applicable law or regulation.

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No later than the final date when a nomination

pursuant to this Section 15 may be delivered to the Corporation, each Shareholder Nominee must: (1) provide an executed agreement,

in a form deemed satisfactory by the Board of Directors or its designee (which form shall be provided by the Corporation reasonably promptly

upon written request of a shareholder), that such Shareholder Nominee (a) consents to being named in any proxy statement and associated

form of proxy card pursuant to Section 14 of the Exchange Act as a nominee and to serving as a Director of the Corporation for the

full term if elected, (b) agrees, if elected, to adhere to the Corporation’s Corporate Governance Guidelines and Code of Conduct

and any other publicly available Corporation policies and guidelines applicable to Directors and (c) is not and will not become a

party to any compensatory, payment or other financial agreement, arrangement or understanding with any person or entity in connection

with his or her nomination, service or action as a Director of the Corporation, or any agreement, arrangement or understanding with any

person or entity as to how the Shareholder Nominee would vote or act on any issue or question as a Director, in each case that has not

been disclosed to the Corporation; (2) complete, sign and submit all questionnaires, representations and agreements required by these

By-Laws or of the Corporation’s Directors generally; and (3) provide such additional information as necessary to permit the

Board of Directors to determine if such Shareholder Nominee (a) is independent under the listing standards of each principal U.S.

exchange upon which the common shares of the Corporation are listed, any applicable rules of the Commission and any publicly disclosed

standards used by the Board of Directors in determining and disclosing the independence of the Corporation’s Directors, (b) has

any direct or indirect relationship with the Corporation other than those relationships that have been deemed categorically immaterial

pursuant to the Corporation’s Corporate Governance Guidelines, (c) would not, by serving on the Board of Directors, violate

or cause the Corporation to be in violation of these By-Laws, the Corporation’s Articles of Incorporation, the rules and listing

standards of the principal U.S. exchange upon which the common share of the Corporation is listed or any applicable law, rule or

regulation and (d) is or has been subject to any event specified in Item 401(f) of Regulation S-K (or successor rule) of the

Commission.

In the event that any information or communications

provided by the Eligible Shareholder (or any Constituent Holder) or the Shareholder Nominee to the Corporation or its shareholders ceases

to be true and correct in all material respects or omits a material fact necessary to make the statements made, in light of the circumstances

under which they were made, not misleading, each Eligible Shareholder or Shareholder Nominee, as the case may be, shall promptly notify

the Secretary of any defect in such previously provided information and of the information that is required to correct any such defect;

it being understood that providing any such notification shall not be deemed to cure any such defect or limit the remedies (including

under these By-Laws) available to the Corporation relating to any such defect.

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Any Shareholder Nominee who is included in the

Corporation’s proxy materials for a particular annual meeting of shareholders but either (1) withdraws from or becomes ineligible

or unavailable for election at that annual meeting (other than by reason of such Shareholder Nominee’s disability or other health

reason), or (2) does not receive votes cast in favor of the Shareholder Nominee’s election of at least 25 percent of the shares

entitled to vote on the matter, represented in person or by proxy at the annual meeting, will be ineligible to be a Shareholder Nominee

pursuant to this Section 15 for the next two annual meetings, and in the case of clause (2), the Eligible Shareholder (including

each Constituent Holder) that nominated such Shareholder Nominee will not be eligible to nominate or participate in the nomination of

any Shareholder Nominee pursuant to this Section 15 for the following annual meeting of shareholders. Any Shareholder Nominee who

is included in the Corporation’s proxy statement for a particular annual meeting of shareholders, but subsequently is determined

not to satisfy the eligibility requirements of this Section 15 or any other provision of these By-Laws, the Corporation’s Articles

of Incorporation or other applicable regulation any time before the annual meeting of shareholders, will not be eligible for election

at the relevant annual meeting of shareholders. Any Eligible Shareholder (including each Constituent Holder) whose Shareholder Nominee

is elected as a Director at the annual meeting of shareholders will not be eligible to nominate or participate in the nomination of a

Shareholder Nominee pursuant to this Section 15 for the following two annual meetings of shareholders, other than the nomination

of such previously elected Shareholder Nominee.

The Corporation shall not be required to include,

pursuant to this Section 15, a Shareholder Nominee in its proxy materials for any annual meeting of shareholders, or, if the proxy

statement already has been filed, to allow the nomination of a Shareholder Nominee, notwithstanding that proxies in respect of such vote

may have been received by the Corporation: (1) who is not independent under the listing standards of the principal U.S. exchange

upon which the common shares of the Corporation are listed, any applicable rules of the Commission and any publicly disclosed standards

used by the Board of Directors in determining and disclosing independence of the Corporation’s Directors, in each case as determined

by the Board of Directors; (2) whose service as a member of the Board of Directors would violate or cause the Corporation to be in

violation of these By-Laws, the Corporation’s Articles of Incorporation, the rules and listing standards of the principal U.S.

exchange upon which the common share of the Corporation is traded, or any applicable law, rule or regulation; (3) if the

Eligible Shareholder (or any Constituent Holder) or applicable Shareholder Nominee otherwise breaches or fails to comply in any material

respect with its obligations pursuant to this Section 15 or any agreement, representation or undertaking required by this Section;

(4) who is or has been, within the past three years, an officer or director of a competitor, as defined in Section 8 of the

Clayton Antitrust Act of 1914; (5) who is a named subject of a pending criminal proceeding (excluding traffic violations and other

minor offenses) or has been convicted in such a criminal proceeding within the past ten years; (6) who is subject to any order of

the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act of 1933, as amended; or (7) if the

Eligible Shareholder ceases to be an Eligible Shareholder for any reason, including not owning the Proxy Access Request Required Shares

through the date of the applicable annual meeting.

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For the purposes of the preceding paragraph, clauses

(1) and (2) and, to the extent related to a breach or failure by the Shareholder Nominee, clause (3) will result in the

exclusion from the proxy materials pursuant to this Section 15 of the specific Shareholder Nominee to whom the ineligibility applies,

or, if the proxy statement already has been filed, the ineligibility of such Shareholder Nominee to be nominated; provided, however,

that clause (4) and, to the extent related to a breach or failure by an Eligible Shareholder (or any Constituent Holder), clause

(3) will result in the Voting Share owned by such Eligible Shareholder (or Constituent Holder) being excluded from the Proxy Access

Request Required Shares (and, if as a result the Proxy Access Notice shall no longer have been filed by an Eligible Shareholder, the exclusion

from the proxy materials pursuant to this Section 15 of all of the applicable shareholder’s Shareholder Nominees from the applicable

annual meeting of shareholders or, if the proxy statement has already been filed, the ineligibility of all of such shareholder’s

Shareholder Nominees to be nominated).

This Section 15 provides the exclusive method

for a shareholder to include nominees for election to the Board of Directors in the Corporation’s proxy materials (including any

proxy card or written ballot), other than with respect to Rule 14a-19 of the Exchange Act to the extent applicable with respect to

form of proxies.

SECTION 16         ORGANIZATION

AND CONDUCT OF MEETINGS. The Chair of the Board of Directors shall act as Chair of meetings of shareholders of the Corporation. The

Board may designate any other director or officer of the Corporation to act as Chair of any meeting in the absence of the Chair of the

Board of Directors, and the Board of Directors may further provide for determining who shall act as Chair of any meeting of shareholders

in the absence of the Chair of the Board of Directors and such designee. The Board of Directors may adopt by resolution such rules, regulations

and procedures for the conduct of any meeting of shareholders as it shall deem appropriate. Except to the extent inconsistent with such

rules, regulations and procedures as adopted by the Board of Directors, the Chair of any meeting shall have the right and authority to

prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such Chair, are necessary, appropriate

or convenient for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors

or prescribed by the Chair of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or

order of business for the meeting; (b) the determination of when the polls shall open and close for any given matter to be voted

on at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (d) limitations

on attendance at or participation in the meeting to shareholders of record of the Corporation, their duly authorized proxies or such other

persons as the Chair of the meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement

of the meeting; (f) limitations on the time allotted to questions or comments by participants; (g) removal of any shareholder

or any other individual who refuses to comply with meeting rules, regulations or procedures; (h) conclusion, recess or adjournment

of the meeting, regardless of whether a quorum is present, to a later date and time and at a place, if any, announced at the meeting;

(i) restrictions on the use of audio and video recording devices, cell phones and other electronic devices; (j) rules, regulations

or procedures for compliance with any state and local laws and regulations including, without limitation, those concerning safety, health

and security; (k) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the

meeting; and (l) any rules, regulations or procedures as the Chair may deem appropriate regarding the participation by means of remote

communication of shareholders and proxyholders not physically present at a meeting, whether such meeting is to be held at a designated

place or solely by means of remote communication.

Article III

DIRECTORS

SECTION 1          GENERAL

POWERS. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors.

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SECTION 2          NUMBER,

TENURE AND QUALIFICATIONS. The number of Directors of the Corporation shall be thirteen. The terms of all Directors shall expire at

the next annual meeting of shareholders following their election. Despite the expiration of a Director’s term, he or she shall continue

to serve until the next meeting of shareholders at which Directors are elected. Directors need not be residents of Illinois or shareholders

of the Corporation.

SECTION 3          REGULAR

MEETINGS. A regular annual meeting of the Board of Directors shall be held without other notice than this By-Law, immediately after,

and at the same place (if applicable) as, the annual meeting of shareholders. Other regular meetings of the Board of Directors shall be

held at the principal office of the Corporation on the second Friday of every month at 9:00 a.m. without other notice than this By-Law.

The Board of Directors may provide, by resolution, for the holding of the regular monthly meetings at a different time and place, either

within or without the State of Illinois, or for the omission of the regular monthly meeting altogether. Where the Board of Directors has,

by resolution, changed or omitted regular meetings, no other notice than such resolution shall be given.

SECTION 4          SPECIAL

MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the Chair of the Board, the Chair of the

Executive Committee, the Chief Executive Officer, any President, or of any four Directors. The persons authorized to call special meetings

of the Board of Directors may fix any place, either within or without the State of Illinois, as the place for holding any special meeting

of the Board of Directors.

SECTION 5          NOTICE.

Notice of any special meeting shall be given: (i) at least one (1) day prior thereto if the notice is given personally or by

an electronic transmission (or on such shorter notice as the person or persons calling such meeting may deem reasonably necessary or appropriate

in the circumstances), (ii) at least two (2) business days prior thereto if the notice is given by having it delivered by a

third party entity that provides delivery services in the ordinary course of business and guarantees delivery of the notice to the Director

no later than the following business day, and (iii) at least seven (7) days prior thereto if the notice is given by mail. For

this purpose, the term “electronic transmission” may include an email, facsimile, or other electronic means. Notice shall

be delivered to the Director’s business address and/or telephone number and shall be deemed given upon electronic transmission,

upon delivery to the third party delivery service, or upon being deposited in the United States mail with postage thereon prepaid. Any

Director may waive notice of any meeting by signing a written waiver of notice either before or after the meeting. Attendance of a Director

at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose

of objecting 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 Board of Directors need to be specified in the notice or waiver of notice

of such meeting.

SECTION 6          QUORUM.

A majority of the number of Directors fixed by these By-Laws shall constitute a quorum for transaction 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 said meeting, a majority

of the Directors present may adjourn the meeting from time to time without further notice.

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SECTION 7          MANNER

OF VOTING. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board

of Directors.

SECTION 8          INFORMAL

ACTION BY DIRECTORS. Any action required to be taken at a meeting of the Board of Directors, or any other action which may be taken

at a meeting of the Board of Directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the

action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof, or by all the members

of such committee, as the case may be.

The consent shall be evidenced by one or more written

approvals, each of which sets forth the action taken and bears the signature of one or more Directors. All the approvals evidencing the

consent shall be delivered to the Secretary to be filed in the corporate records. The action taken shall be effective when all the Directors

have approved the consent unless the consent specifies a different effective date.

Any such consent signed by all the Directors or

all the members of a committee shall have the same effect as a unanimous vote.

SECTION 9          VACANCIES.

Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors

may be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose. A Director elected to

fill a vacancy shall serve until the next annual meeting of shareholders. A majority of Directors then in office may also fill one or

more vacancies arising between meetings of shareholders by reason of an increase in the number of Directors or otherwise, and any Director

so selected shall serve until the next annual meeting of shareholders, provided that at no time may the number of Directors selected to

fill vacancies in this manner during any interim period between meetings of shareholders exceed 33-1/3 percent of the total membership

of the Board of Directors.

SECTION 10         PRESUMPTION

OF ASSENT. A Director of the Corporation who is present at a meeting of the Board of Directors or any committee thereof at which action

on any corporate matter is taken is conclusively presumed to have assented to the action taken unless his or her dissent is entered in

the minutes of the meeting or unless he or she files his or her written dissent to such action with the person acting as the secretary

of the meeting before the adjournment thereof or forwards such dissent by registered or certified mail to the Secretary immediately after

the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

SECTION 11         APPOINTMENT

OF AUDITORS. The Audit Committee shall appoint annually a firm of independent public accountants as auditors of the Corporation. Should

the Audit Committee for any reason determine that such appointment be terminated, the Audit Committee shall appoint another firm of independent

public accountants to act as auditors of the Corporation.

SECTION 12         CHAIR

OF THE BOARD. The Chair of the Board shall be chosen from among the directors. Except as otherwise provided by law, the Articles of

Incorporation or these By-Laws, the Chair of the Board shall preside at all meetings of shareholders and of the Board of Directors. The

Chair of the Board shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

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Article IV

COMMITTEES

SECTION 1          APPOINTMENT.

A majority of the Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on the committee

or committees. Each committee shall have one or more members, who serve at the pleasure of the Board of Directors. The Board of Directors

shall designate one member of each committee to be chair of the committee. The Board of Directors shall designate a secretary of each

committee who may be, but need not be, a member of the committee or the Board of Directors..

SECTION 2          COMMITTEE

MEETINGS. A majority of any committee shall constitute a quorum and the act of the majority of the members of a committee present

at a meeting at which a quorum is present shall be the act of such committee. A committee may act by unanimous consent in writing without

a meeting. Committee meetings may be called by the Chair of the Board, the chair of the committee, or any two of the committee’s

members. The time and place of committee meetings shall be designated in the notice of such meeting. Notice of each committee meeting

shall be given to each committee member. Each Committee shall keep minutes of its proceedings.

SECTION 3          EXECUTIVE

COMMITTEE. The Board of Directors shall appoint an Executive Committee. A majority of the members of the Committee shall be selected

from those Directors who satisfy the independence requirements of the Corporation’s Corporate Governance Guidelines. The Executive

Committee may, when the Board of Directors is not in session, exercise the authority of the Board of Directors in the management of the

business and affairs of the Corporation; provided, however, the Committee may not:

(1)            authorize

distributions;

(2)            approve

or recommend to shareholders any act the BCA requires to be approved by shareholders;

(3)            fill

vacancies on the Board of Directors or on any of its committees;

(4)            elect

or remove Officers or fix the compensation of any member of the Committee;

(5)            adopt,

amend or repeal the By-Laws;

(6)            approve

a plan of merger not requiring shareholder approval;

(7)            authorize

or approve reacquisition of shares, except according to a general formula or method prescribed by the Board;

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(8)            authorize

or approve the issuance or sale, or contract for sale, of shares, except that the Board of Directors may direct the Committee (i) to

fix the specific terms of the issuance or sale or contract for sale, including the pricing terms or the designation and relative rights,

preferences, and limitations of a series of shares if the Board of Directors has approved the maximum number of shares to be issued pursuant

to such delegated authority, or (ii) to fix the price and the number of shares to be allocated to particular employees under an employee

benefit plan; or

(9)            amend,

alter, repeal, or take action inconsistent with any resolution or action of the Board of Directors when the resolution or action of the

Board of Directors provides by its terms that it shall not be amended, altered or repealed by action of the Committee.

SECTION 4          AUDIT

COMMITTEE. The Board of Directors shall appoint an Audit Committee. The composition of the members and the duties of such committee

shall be as set forth in the Audit Committee Charter.

SECTION 5          COMPENSATION

COMMITTEE. The Board of Directors shall appoint a Compensation Committee. The composition of the members and the duties of such committee

shall be as set forth in the Compensation Committee Charter.

SECTION 6          NOMINATIONS

AND GOVERNANCE COMMITTEE. The Board of Directors shall appoint a Nominations and Governance Committee. The composition of the members

and the duties of such committee shall be as set forth in the Nominations and Governance Committee Charter.

SECTION 7          PUBLIC

POLICY COMMITTEE. The Board of Directors shall appoint a Public Policy Committee. The composition of the members and the duties of

such committee shall be as set forth in the Public Policy Committee Charter.

Article V

OFFICERS

SECTION 1          NUMBER.

The Officers of the Corporation shall be the Chief Executive Officer, one or more Presidents, one or more Executive, Group or Senior Vice

Presidents, one or more Vice Presidents, a Treasurer, a Secretary, a Controller, a General Counsel and such Assistant Treasurers and Assistant

Secretaries as the Board of Directors may elect or the Chair of the Board may appoint. Any two offices may be held by the same person.

SECTION 2          ELECTION

AND TERM OF OFFICE. The Board of Directors may elect any Officer. The Chair of the Board may appoint any Vice President, a Controller,

a Treasurer, a Secretary and any Assistant Treasurers and Assistant Secretaries.

The Officers of the Corporation shall be elected

or appointed annually. Each year, the Board of Directors shall elect Officers at the first meeting of the Board of Directors held after

the annual meeting of shareholders. If the Board of Directors does not elect Officers at such meeting, such election shall be held as

soon thereafter as conveniently may be. Each year, immediately following the election of Officers by the Board of Directors or as soon

thereafter as conveniently may be, the Chair of the Board shall appoint such additional Officers within the scope of the Chair’s

authority as the Chair deems necessary or appropriate.

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Vacancies or new offices may be filled at any time

as set forth in Section 4 of this Article V.

Each Officer shall hold office until his or her

successor shall have been duly elected or appointed and shall have qualified or until his or her death or until he or she shall resign

or shall have been removed in the manner hereinafter provided.

SECTION 3          REMOVAL

OF OFFICERS. Any Officer may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will

be served thereby. Any Officer appointed by the Chair of the Board may be removed by the Chair whenever, in the Chair’s judgment,

the best interests of the Corporation will be served thereby.

SECTION 4          VACANCIES.

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors

for the unexpired portion of the term. A vacancy in any office appointed by the Chair of the Board may be filled by the Chair of the Board

for the unexpired portion of the term.

SECTION 5          CHIEF

EXECUTIVE OFFICER. The Chief Executive Officer shall be responsible for the overall management of the Corporation subject to the direction

of the Board of Directors.

SECTION 6          PRESIDENT.

Each President shall be the Chief Operating Officer of a major area of the Corporation’s activities and shall perform such duties

as may be prescribed by the Board of Directors or the Chief Executive Officer.

SECTION 7          EXECUTIVE,

GROUP AND SENIOR VICE PRESIDENTS. Each Executive, Group, or Senior Vice President shall be responsible for supervising and coordinating

a major area of the Corporation’s activities subject to the direction of the Chief Executive Officer or a President.

SECTION 8          VICE

PRESIDENTS. Each of the Vice Presidents shall be responsible for those activities designated by an Executive, Group, or Senior Vice

President, a President, the Chief Executive Officer, or the Board of Directors.

SECTION 9          TREASURER.

The Treasurer shall administer the investment, financing, insurance and credit activities of the Corporation.

SECTION 10        SECRETARY.

The Secretary will be the custodian of the corporate records and of the seal of the Corporation, will countersign certificates for shares

of the Corporation, and in general will perform all duties incident to the office of the Secretary. The Secretary shall have the authority

to certify the By-Laws, resolutions of the shareholders and the Board of Directors and committees thereof, and other documents of the

Corporation as true and correct copies hereof.

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SECTION 11        CONTROLLER.

The Controller will conduct the accounting activities of the Corporation, including the maintenance of the Corporation’s general

and supporting ledgers and books of account, operating budgets, and the preparation and consolidation of financial statements.

SECTION 12        GENERAL

COUNSEL. The General Counsel will be the chief consultant of the Corporation on legal matters. He or she will supervise all matters

of legal import concerning the interests of the Corporation.

SECTION 13        ASSISTANT

TREASURER. The Assistant Treasurer shall, in the absence or incapacity of the Treasurer, perform the duties and exercise the powers

of the Treasurer, and shall perform such other duties as shall from time to time be given to him or her by the Treasurer.

SECTION 14        ASSISTANT

SECRETARY. The Assistant Secretary shall, in the absence or incapacity of the Secretary, perform the duties and exercise the powers

of the Secretary, and shall perform such other duties as shall from time to time be given to him or her by the Secretary. The Assistant

Secretary shall be, with the Secretary, keeper of the books, records, and the seal of the Corporation, and shall have the authority to

certify the By-Laws, resolutions and other documents of the Corporation.

SECTION 15        GENERAL

POWERS OF OFFICERS. The Chair of the Board, the Chief Executive Officer, any President, and any Executive, Group or Senior Vice President,

may sign without countersignature any deeds, mortgages, bonds, contracts, reports to public agencies, or other instruments whether or

not the Board of Directors has expressly authorized execution of such instruments, except in cases where the signing and execution thereof

shall be expressly delegated by the Board of Directors or by these By-Laws solely to some other Officer or agent of the Corporation, or

shall be required by law to be otherwise signed or executed. Any other Officer of this Corporation may sign contracts, reports to public

agencies, or other instruments which are in the regular course of business and within the scope of his or her authority, except where

signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other Officer or agent

of the Corporation, or shall be required by law to be otherwise signed or executed.

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Article VI

CERTIFICATES

FOR SHARES, UNCERTIFICATED SHARES

AND THEIR TRANSFER

SECTION 1          CERTIFICATES

FOR SHARES AND UNCERTIFICATED SHARES. The issued shares of the Corporation shall be represented by certificates or shall be uncertificated

shares. Certificates representing shares of the Corporation shall be in such form as may be determined by the Board of Directors. Such

certificates shall be signed by any one of the Chair of the Board, the Chief Executive Officer, a President or an Executive Vice President,

and shall be countersigned by the Secretary or an Assistant Secretary and shall be sealed with the seal, or a facsimile of the seal, of

the Corporation. If a certificate is countersigned by a Transfer Agent or Registrar, other than the Corporation itself or its employee,

any other signatures or countersignature on the certificate may be facsimiles. In case any Officer of the Corporation, or any officer

or employee of the Transfer Agent or Registrar who has signed or whose facsimile signature has been placed upon such certificate ceases

to be an Officer of the Corporation, or an officer or employee of the Transfer Agent or Registrar before such certificate is issued, the

certificate may be issued by the Corporation with the same effect as if the Officer of the Corporation, or the officer or employee of

the Transfer Agent or Registrar had not ceased to be such at the date of its issue. Each certificate representing shares shall state:

that the Corporation is organized under the laws of the State of Illinois; the name of the person to whom issued; the number and class

of shares; and the designation of the series, if any, which such certificate represents. Each certificate shall be consecutively numbered

or otherwise identified. The Board of Directors may provide by resolution that some or all of any or all classes or series of the Corporation’s

shares shall be uncertificated shares, provided that such resolution shall not apply to shares represented by a certificate until such

certificate is surrendered to the Corporation. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation

shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates

pursuant to this section. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares

and rights and obligations of the holders of certificates representing shares of the same class and series shall be identical. The name

of the person to whom the shares are issued, with the number of shares and date of issue, shall be entered on the books of the Corporation.

All certificates surrendered to the Corporation for transfer shall be canceled, and no new certificate or uncertificated shares shall

be issued in replacement therefor until the former certificate for a like number of shares shall have been surrendered and canceled, except

in the case of lost, destroyed or mutilated certificates.

SECTION 2          TRANSFER

AGENT AND REGISTRAR. The Board of Directors may from time to time appoint such Transfer Agents and Registrars in such locations as

it shall determine, and may, in its discretion, appoint a single entity to act in the capacity of both Transfer Agent and Registrar in

any one location.

SECTION 3          TRANSFER

OF SHARES. Transfers of shares of the Corporation shall be made only on the books of the Corporation at the request of the holder

of record thereof or of his attorney, lawfully constituted in writing, and on surrender for cancellation of the certificate for such shares,

unless such shares are uncertificated. The person in whose name shares stand on the books of the Corporation shall be deemed the owner

thereof for all purposes as regards the Corporation.

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SECTION 4          LOST,

DESTROYED OR MUTILATED CERTIFICATES. In case of lost, destroyed or mutilated certificates, duplicate certificates shall be issued

to the person claiming the loss, destruction or mutilation, provided:

(a)            that

the claimant furnishes an affidavit stating the facts of such loss, destruction or mutilation so far as known to him or her and further

stating that the affidavit is made to induce the Corporation to issue a duplicate certificate or certificates; and that issuance of the

duplicate certificate or certificates is approved:

(i)            in

a case involving a certificate or certificates for more than 1,000 shares, by the Chair of the Board, the Chief Executive Officer, a President,

an Executive Vice President, or the Secretary; or

(ii)           in

a case involving a certificate or certificates for 1,000 shares or less, by the Transfer Agent appointed by the Board of Directors for

the transfer of the shares represented by such certificate or certificates;

in each case upon receipt of a bond, with one or more sureties, in

the amount to be determined by the party giving such approval; or

(b)            that

issuance of the said duplicate certificate or certificates is approved by the Board of Directors upon such terms and conditions as it

shall determine.

Article VII

FISCAL

YEAR

The fiscal year of the Corporation shall begin

on the first day of January in each year and end on the last day of December in each year.

Article VIII

VOTING

SHARES OR INTERESTS IN OTHER CORPORATIONS

The Chair of the Board, the Chief Executive Officer,

a President, an Executive, Group, or Senior Vice President and each of them, shall have the authority to act for the Corporation by voting

any shares or exercising any other interest owned by the Corporation in any other corporation or other business association, including

wholly or partially owned subsidiaries of the Corporation, such authority to include power to attend any meeting of any such corporation

or other business association, to vote shares in the election of directors and upon any other matter coming before any such meeting, to

waive notice of any such meeting and to consent to the holding thereof without notice, and to appoint a proxy or proxies to represent

the Corporation at any such meeting with all the powers that the said Officer would have under this section if personally present.

Article IX

DISTRIBUTIONS

TO SHAREHOLDERS

The Board of Directors may authorize, and the Corporation

may make, distributions to its shareholders, subject to any restriction in the Articles of Incorporation and subject also to the limitations

prescribed by law.

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Article X

SEAL

The

Corporate Seal of the Corporation shall be in the form of a circle in the center of which is the insignia “”

and shall have inscribed thereon the name of the Corporation and the words “an Illinois Corporation.”

Article XI

WAIVER

OF NOTICE

Whenever any notice whatever is required to be

given under the provisions of these By-Laws or under the provisions of the Articles of Incorporation or under the provisions of the BCA,

a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein,

shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the

person at the meeting objects to the holding of the meeting because proper notice was not given.

Article XII

AMENDMENTS

These By-Laws may be made, altered, amended or

repealed by the shareholders or the Board of Directors.

Article XIII

INDEMNIFICATION

This Article XIII shall be deemed to grant

to each person who, at any time that Article VI of the Articles of Incorporation is in effect, serves or agrees to serve in any capacity

which entitles such person to indemnification under Article VI of the Articles of Incorporation, rights against the Corporation to

enforce the provisions of Article VI of the Articles of Incorporation. Such rights are contract rights between the Corporation and

each such person to whom they are extended that vest at the commencement of such person’s service to or at the request of the Corporation.

Any repeal, amendment or modification of Article VI of the Articles of Incorporation, or any repeal or modification of the BCA or

any other applicable law, that in any way diminishes or adversely affects any such rights shall be prospective only and shall not in any

way diminish or adversely affect any such rights with respect to any actual or alleged state of facts, occurrence, action or omission

occurring prior to the time of such amendment or modification, or any action, suit or proceeding previously or thereafter brought or threatened

based in whole or in part upon any such actual or alleged state of facts, occurrence, action or omission, and all of such rights shall

continue as to any such person who has ceased to be a Director, officer, employee or agent of the Corporation or ceased to serve at the

Corporation’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other

enterprise, as described herein, and shall inure to the benefit of such person’s heirs, executors and administrators.

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EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2612318d1_ex10-2.htm · Sequence: 3

Exhibit 10.2

ABBOTT LABORATORIES

RESTRICTED STOCK UNIT AGREEMENT

On «Grant_Date» (the “Grant Date”),

Abbott Laboratories hereby grants to «First Name» «MI» «Last Name» (the “Employee”)

a Restricted Stock Unit Award (the “Award”) of «NoShares12345» restricted stock units (the “Units”)

representing the right to receive an equal number of Shares on specified Delivery Dates.

The Award is granted under the Program and is subject to the provisions

of the Program, the Program prospectus, the Program administrative rules, applicable Company policies, and the terms and conditions set

forth in this Agreement. The Employee understands, acknowledges, and agrees that by accepting this Award, the Employee is thereby bound

by the terms and conditions of the Program, Program prospectus, Program administrative rules, applicable company policies, and this Agreement,

including the terms addressing the forfeiture of the Award. If the Employee does not so agree, then the Employee must immediately

notify the Program administrator, in writing, and this Award shall be withheld and canceled with no consideration paid. In the event of

any inconsistency among the provisions of this Agreement, the provisions of the Program, the Program prospectus, and the Program administrative

rules, the Program shall control.

The terms and conditions of the Award are as follows:

1. Definitions. To the extent not defined herein, capitalized terms shall have the same meaning as in the Program.

(a) Agreement: This Restricted Stock Unit Agreement.

(b) Cause: Cause shall mean the following, as determined by the Company in its sole discretion:

(i) material breach by the Employee of the terms and conditions of the Employee’s employment, including, but not limited to:

(A) material breach by the Employee of the Code of Business Conduct;

(B) material breach by the Employee of the Employee’s Employee Agreement;

(C) commission by the Employee of an act of fraud, embezzlement or theft in connection with the Employee’s duties or in the course

of the Employee’s employment;

(D) wrongful disclosure by the Employee of secret processes or confidential information of the Company or any of its Subsidiaries; or

(E) failure by the Employee to substantially perform the duties of the Employee’s employment (other than any such failure resulting

from the Employee’s Disability); or

(ii) to the extent permitted by applicable law, engagement by the Employee, directly or indirectly, for the benefit of the Employee or

others, in any activity, employment or business which is competitive with the Company or any of its Subsidiaries.

time.

(d) Controlled Group:

(i) Abbott and any corporation, partnership and proprietorship under common control (as defined under the aggregation rules of subsections

414(b), (c), or (m) of the Code) with Abbott; and

(ii) during the period of the TAP Pharmaceutical Products Inc. (“TAP”) joint venture between Takeda Pharmaceutical Company

Limited and Abbott ending April 30, 2008, TAP and any corporation, partnership and proprietorship under common control (as defined

above) with TAP.

(e) Data: Certain personal information about the Employee held by the Company and the Subsidiary that employs the Employee (if

applicable), including (but not limited to) the Employee’s name, home address and telephone number, date of birth, social security

number, driver’s license, state identification card and passport number or other employee identification number, salary, nationality,

job title, any Shares held in the Company, details of all Awards or any other entitlement to Shares awarded, canceled, purchased, vested,

unvested or outstanding in the Employee’s favor, for the purpose of managing and administering the Program.

(f) Disability: As of a particular date, the Employee is, by reason of any medically determinable physical or mental impairment

that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income

replacement benefits for a period of at least six (6) months under (i) the terms of the Abbott Laboratories Long-Term Disability

Plan (formerly known as the Extended Disability Plan) (the “LTD Plan”), or (ii) if the Employee’s employer does

not participate in the LTD Plan, such similar accident and health plan providing replacement benefits in which the Employee’s employer

participates.

(g) Employee Agreement: The Employee Agreement entered into by and between the Company and the Employee as it may be amended from

time to time.

(h) Employee’s Representative: The Employee’s legal guardian or other legal representative.

(i) Program: The Abbott Laboratories 2026 Incentive Stock Program, as amended from time to time.

(j) Retirement:

(i) Except as provided under (iii) below, for employees hired by the Controlled Group prior to January 1, 2004, Retirement means

any of the following:

· age 50 with 10 years of service;

· age 65 with at least three (3) years of service; or

· age 55 with an age and service combination of 70 points, where each year

of age is one (1) point and each year of service is one (1) point.

(ii) Except as provided under (iii) below, for employees hired by the Controlled Group after December 31, 2003, Retirement means

any of the following:

· age 55 with 10 years of service; or

· age 65 with at least three (3) years of service.

(iii) For participants in the Abbott Laboratories Pension Plan for Former BASF and Former Solvay Employees, Retirement means any of the

following:

· age 55 with 10 years of service; or

· age 65 with at least three (3) years of service.

(iv) For purposes of calculating service under this Section 1(j), except as otherwise provided by the Committee or its delegate, service

is earned only if performed for a member of the Controlled Group while that Controlled Group member is a part of the Controlled Group.

Program administrative rules apply in determining Retirement eligibility and credited service.

(v) If an Employee has a Termination and (A) as of the date of that Termination met the definition of Retirement, and (B) is

subsequently rehired by a member of the Controlled Group, then for purposes of this Agreement that Employee will continue to be treated

as meeting the definition of Retirement.

(k) Termination: A severance of employment for any reason (including Retirement) from the Company and all Subsidiaries.

2. Delivery Dates and Shareholder Rights. The Delivery Dates for Shares underlying the Units are the respective dates on which

the Shares are payable to the Employee pursuant to Section 4 below. Prior to the Delivery Date(s):

(a) the Employee shall not be treated as a shareholder as to those Shares underlying the Units, and shall have only a contractual right

to receive Shares, unsecured by any assets of the Company or its Subsidiaries;

(b) the Employee shall not be permitted to vote the Shares underlying the Units; and

(c) the Employee’s right to receive such Shares will be subject to the adjustment provisions relating to mergers, reorganizations,

and similar events set forth in the Program.

The Employee shall receive cash payments equal to the dividends

and distributions paid on Shares underlying the Units (the “Dividend Equivalents”) (other than dividends or distributions

of securities of the Company which may be issued with respect to its Shares by virtue of any stock split, combination, stock dividend

or recapitalization) to the same extent and on the same date (or as soon as practicable thereafter) as if each Unit were a Share; provided,

however, that no Dividend Equivalents shall be payable to or for the benefit of the Employee with respect to dividends or distributions

the record date for which occurs on or after the date the Employee has forfeited the Units, or the date the Units are settled. For purposes

of compliance with the requirements of Code Section 409A, to the extent applicable, the specified date for payment of any Dividend

Equivalents to which the Employee is entitled under this Section 2 is the calendar year during the term of this Agreement in which

the associated dividends or distributions are paid on Shares underlying the Units. The Employee shall have no right to determine the year

in which Dividend Equivalents will be paid.

3. Restrictions. The Units are subject to the forfeiture provisions in Sections 5 and 6 below. The Units are not earned and may

not be sold, exchanged, assigned, transferred, pledged or otherwise disposed of (collectively, the “Restrictions”) until the

Units are settled.

4. Lapse of Restrictions. Subject to Sections 5 and 6 below:

(a) During Employment. While the Employee is employed with the Company or its Subsidiaries, the Restrictions on one-third of the

Units will lapse on each of the first three (3) anniversaries of the Grant Date (each, a “Delivery Date”) until, on the

third anniversary of the Grant Date, 100% of the Units are no longer subject to the Restrictions. Units for which Restrictions have lapsed

shall be settled in the form of Shares on the Delivery Date(s). Unless indicated otherwise, Shares shall be delivered in an equal number

(subject to rounding) as of each Delivery Date.

(b) Retirement. If the Employee’s Termination occurs due to Retirement, then any Units not previously settled shall be settled

in the form of Shares on the Delivery Date(s) set forth in subsection 4(a) above occurring after the date of such Retirement

as if the Employee had remained employed on such dates. Notwithstanding the foregoing, in the event of the Employee’s death after

his or her Termination due to Retirement, for any Units not previously settled on a Delivery Date, the restrictions shall lapse on the

Employee’s date of death and the Units will be settled in the form of Shares as soon as administratively possible after, and effective

as of, the date of death.

(c) Death. The Restrictions shall lapse on the date of the Employee’s Termination due to death, and any Units not previously

settled on a Delivery Date shall be settled (for the person or persons to whom rights under the Award have passed by will or the laws

of descent or distribution) in the form of Shares as soon as administratively possible after, and effective as of, the date of death.

(d) Disability. The Restrictions shall lapse on the date of the Employee’s Disability, and any Units not previously settled

on a Delivery Date shall be settled in the form of Shares as soon as administratively possible after, and effective as of, the date of

Disability.

5. Effect of Certain Bad Acts. Any Units not previously settled shall be cancelled and forfeited immediately if, in the sole opinion

and discretion of the Committee or its delegate, the Employee engages in activity that constitutes Cause, whether or not the Employee

experiences a Termination or remains employed with the Company or a Subsidiary.

6. Effect of Termination; Recoupment.

(a) Effect of Termination. In the event of the Employee’s Termination for any reason other than Retirement, death or Disability,

any Units with respect to which Restrictions have not lapsed as of the date of Termination shall be forfeited without consideration to

the Employee or the Employee’s Representative. In the event that the Employee is terminated by the Company other than for Cause,

the Company may, in its sole discretion, cause Restrictions on some or all of the Units not previously settled on a Delivery Date to lapse

and be settled in the form of Shares on the Delivery Dates set forth in subsection 4(a) above as if the Employee had remained employed

on such dates.

(b) Recoupment. Any Benefit granted pursuant to this Program is subject to the terms and conditions of the Abbott Laboratories

Recoupment Policy, the Abbott Laboratories Dodd-Frank Clawback Policy, and any other similar Company policies, including any predecessor

and successor policies, each as may be amended and restated from time to time (collectively, the “Policies,” and each individually,

the “Policy”). Any Benefit (including Benefits that have vested) shall be subject to any recoupment or clawback that is required

under applicable laws, rules, regulations or stock exchange listing standards. No recovery of compensation as described in this Section 6(b) will

be an event giving rise to the Employee’s right to resign for “good reason” or “constructive termination”

(or similar term) under any plan of, or agreement with, the Company, a Subsidiary and/or the Employee.

7. Withholding Taxes. The Company shall be entitled to withhold, or require the Employee to remit, any federal, state, local,

and other applicable taxes (in U.S. or non-U.S. jurisdictions), including income, social security and Medicare withholding taxes arising

from the grant of the Award, the lapse of Restrictions or the delivery of Shares pursuant to this Agreement by, without limitation:

(a) having the Company withhold Shares;

(b) tendering Shares received in connection with the Units back to the Company;

(c) delivering other previously acquired Shares having a Fair Market Value approximately equal to the amount to be withheld;

(d) selling Shares issued pursuant to the Units and having the Company withhold from proceeds of the sale of such Shares;

(e) having the Company or a Subsidiary, as applicable, withhold from any cash compensation payable to the Employee; or

(f) requiring the Employee to repay the Company or Subsidiary, in cash or in Shares, for taxes paid on the Employee’s behalf.

Notwithstanding the foregoing, if the Employee is subject

to Section 16 of the Exchange Act pursuant to Rule 16a-2 promulgated thereunder, any tax withholding obligations shall be satisfied

by having the Company withhold a number of Shares otherwise issuable upon settlement of the Units that is sufficient to satisfy such obligations

consistent with the Company’s withholding practices.

If, to satisfy tax withholding obligations, the Company withholds

Shares otherwise issuable to the Employee, the Employee shall be deemed to have been issued the full number of Shares underlying the Units,

subject to the Restrictions set forth in this Agreement.

8. No Right to Continued Employment. This Agreement and the Employee’s participation in the Program is not and shall not

be interpreted to:

(a) form an employment contract or relationship with the Company or its Subsidiaries;

(b) confer upon the Employee any right to continue in the employ of the Company or any of its Subsidiaries; or

9. No Contract as of Right. The Award does not create any contractual or other right to receive additional Awards or other Program

Benefits. Nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and

the Employee. Future Awards, if any, and their terms and conditions, will be at the sole discretion of the Committee.

10. No Right to Compensation. Unless expressly provided by the Company in writing, any value associated with the Award is an item

of compensation outside the scope of the Employee’s employment contract, if any, and shall not be deemed part of the Employee’s

normal or expected compensation for purposes of calculating any severance, resignation, redundancy, or end-of-service payments, bonuses,

long-service awards, insurance plan, investment or stock purchase plan, pension, retirement, or any other employee benefits, or similar

payments under plans of the Company or any of its Subsidiaries.

11. Data Privacy.

(a) Pursuant to applicable personal data protection laws, the collection, processing and transfer of the Employee’s personal Data

is necessary for the Company’s administration of the Program and the Employee’s participation in the Program. The Employee’s

denial and/or objection to the collection, processing and transfer of personal Data may affect his or her ability to participate in the

Program. As such (where required under applicable law), the Employee:

(i) voluntarily acknowledges, consents and agrees to the collection, use, processing and transfer of personal Data as described herein;

and

(ii) authorizes Data recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing,

administering and managing the Employee’s participation in the Program, including any requisite transfer of such Data as may be

required for the administration of the Program and/or the subsequent holding of Shares on the Employee’s behalf to a broker or other

third party with whom the Employee may elect to deposit any Shares acquired pursuant to the Program.

(b) Data may be provided by the Employee or collected, where lawful, from third parties, and the Company and the Subsidiary that employs

the Employee (if applicable) will process the Data for the exclusive purpose of implementing, administering and managing the Employee’s

participation in the Program. Data processing will take place through electronic and non-electronic means according to logics and procedures

strictly correlated to the purposes for which the Data is collected and with confidentiality and security provisions as set forth by applicable

laws and regulations in the Employee’s country of residence. Data processing operations will be performed minimizing the use of

personal and identification data when such operations are unnecessary for the processing purposes sought. The Data will be accessible

within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and

operation of the Program and for the Employee’s participation in the Program.

(c) The Company and the Subsidiary that employs the Employee (if applicable) will transfer Data as necessary for the purpose of implementation,

administration and management of the Employee’s participation in the Program, and the Company and the Subsidiary that employs the

Employee (if applicable) may further transfer Data to any third parties assisting the Company in the implementation, administration and

management of the Program. These recipients may be located throughout the world.

(d) The Employee may, at any time, exercise his or her rights provided under applicable personal data protection laws, which may include

the right to:

(i) obtain confirmation as to the existence of the Data;

(ii) verify the content, origin and accuracy of the Data;

(iii) request the integration, update, amendment, deletion or blockage (for breach of applicable laws) of the Data; and

(iv) oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation,

administration and/or operation of the Program and the Employee’s participation in the Program.

The Employee may seek to exercise these rights by contacting

his or her local human resources manager.

(e) [For California residents] In the course of administering the Program,

the Company collects Employee Data that identifies, relates to, describes or is capable of

being associated with a particular Employee and does not sell or share Employee Data with

third parties for monetary value or cross contextual behavioral advertising. The Company’s

Privacy Notice to California Employees can be found at: California_Employee_Use_of_Personal_Information.pdf.

12. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations

regarding the Units, the Employee’s participation in the Program or the Employee’s acquisition or sale of the underlying Shares.

The Employee is hereby advised to consult with the Employee’s own personal tax, legal and financial advisors regarding participation

in the Program before taking any action related to the Program.

13. Entire Agreement. This Agreement and the Program constitute the entire agreement between the Employee and the Company regarding

the Award and supersede all prior and contemporaneous agreements and understandings, oral or written, between the parties regarding the

Award. Except as expressly set forth herein, this Agreement (and any provision of this Agreement) may not be modified, changed, clarified,

or interpreted by the parties, except in a writing specifying the modification, change, clarification, or interpretation, and signed by

a duly authorized Company officer.

14. Succession. This Agreement shall be binding upon and operate for the benefit of the Company and its successors and assigns,

and the Employee, the Employee’s Representative, and the person or persons to whom rights under the Award have passed by will or

the laws of descent or distribution.

15. Compliance with Applicable Laws and Regulations. The Company shall not be required to issue or deliver any Shares pursuant

to this Agreement pending compliance with all applicable federal and state securities and other laws (including any registration requirements

or tax withholding requirements) and compliance with the rules and practices of any stock exchange upon which the Company’s

Shares are listed. Furthermore, if the Employee relocates to another country, the Company may establish special or alternative terms and

conditions as necessary or advisable to comply with local law, facilitate the administration of the Program and/or accommodate the Employee’s

relocation.

16. Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with

the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted

in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A

and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and

without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from

Code Section 409A.

To the extent required to avoid accelerated taxation and/or

tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination

unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts

that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination

(including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s

Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all

payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which

the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively

possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the

date of the Employee’s Disability shall be determined by the Company in its sole discretion.

Although this Agreement and the payments provided hereunder

are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent

or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal,

state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers

shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties

the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation

to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

17. Determinations. Each decision, determination, interpretation or other action made or taken pursuant to the provisions of this

Agreement by the Company, the Committee or any delegate of the Committee shall be final, conclusive and binding for all purposes and upon

all persons, including, without limitation, the Company, the Employee, the Employee’s Representative, and the person or persons

to whom rights under the Award have passed by will or the laws of descent or distribution.

18. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability

of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent

permitted by law. To the extent a court or tribunal of competent jurisdiction determines that any provision of this Agreement is invalid

or unenforceable, in whole or in part, the Company, in its sole discretion, shall have the power and authority to revise or strike such

provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the U.S. State of Illinois

without giving effect to any state’s conflict of laws principles.

20. Venue. For any legal action relating to this Agreement, the parties to this Agreement consent to the exclusive jurisdiction

and venue of the federal courts of the Northern District of Illinois, USA, and, if there is no jurisdiction in federal court, to the exclusive

jurisdiction and venue of the state courts in Lake County, Illinois, USA.

*          *          *

In witness whereof,

the Company has caused this Agreement to be executed by its duly authorized officer as of the grant date above set forth.

ABBOTT LABORATORIES

Robert B. Ford

Chairman and Chief Executive Officer

EX-10.3 — EXHIBIT 10.3

EX-10.3

Filename: tm2612318d1_ex10-3.htm · Sequence: 4

Exhibit 10.3

Abbott

Laboratories

Restricted Stock Unit Agreement