CORRECTIONAL PROPERTIES TRUST
 
                              AMENDED AND RESTATED
 
                                     BYLAWS
 
                         (AMENDED AS OF MARCH 13, 2003)
 
                                    ARTICLE I
 
                                    OFFICES
 
         Section 1. PRINCIPAL OFFICE. The principal office of the Trust shall be
located at such place or places as the Trustees may designate. The initial
principal office of the Trust shall be 4200 Wackenhut Drive, Palm Beach Gardens,
Florida 33410-4243.
 
         Section 2. ADDITIONAL OFFICES. The Trust may have additional offices at
such places as the Trustees may from time to time determine or the business of
the Trust may require.
 
         Section 3. FISCAL AND TAXABLE YEARS. The fiscal and taxable years of
the Trust shall begin on January 1 and end on December 31.
 
 
                                   ARTICLE II
 
                            MEETINGS OF SHAREHOLDERS
 
         Section 1. PLACE. All meetings of shareholders shall be held at the
principal office of the Trust or at such other place within or without the
United States as shall be determined by the Board of Trustees and stated in the
notice of the meeting.
 
         Section 2. ANNUAL MEETING. An annual meeting of the shareholders for
the election of Trustees and the transaction of any business within the powers
of the Trust shall be held each year, following the delivery of the annual
report, referred to in Section 12 of this Article II, but in no event later than
120 days after the end of the Trust's fiscal year, at a convenient location, as
determined by the Board of Trustees, and on proper notice, on a date and at the
time set by the Trustees, beginning with the year 1999. Failure to hold an
annual meeting does not invalidate the Trust's existence or affect any otherwise
valid acts of the Trust.
 
         Section 3. SPECIAL MEETINGS. The Chairman of the Board, a majority of
the Trustees or a majority of any committee of the Board of Trustees which has
been duly designated by the Board of Trustees and whose powers and authority, as
provided in a resolution of the Board of Trustees or these Bylaws, include the
power to call such meetings may call special meetings of the shareholders.
Special meetings may not be called by the shareholders or by any other person or
persons or entity.
 
 
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         Section 4. NOTICE. Not less than 10 nor more than 90 days before each
meeting of shareholders, the secretary shall give to each shareholder entitled
to vote at such meeting and to each shareholder not entitled to vote who is
entitled to notice of the meeting written or printed notice stating the time and
place of the meeting and, in the case of a special meeting or as otherwise may
be required by any statute, the purpose for which the meeting is called, either
by mail or by presenting it to such shareholder personally or by leaving it at
his residence or usual place of business. If mailed, such notice shall be deemed
to be given when deposited in the United States mail addressed to the
shareholder at his post office address as it appears on the records of the
Trust, with postage thereon prepaid.
 
         Section 5. SCOPE OF NOTICE. Any business of the Trust may be transacted
at an annual meeting of shareholders without being specifically designated in
the notice, except such business as is required by any statute to be stated in
such notice. No business shall be transacted at a special meeting of
shareholders except as specifically designated in the notice.
 
         Section 6. ORGANIZATION. At every meeting of the shareholders, the
Chairman of the Board, if there be one, shall conduct the meeting or, in the
case of vacancy in office or absence of the Chairman of the Board, one of the
following officers present shall conduct the meeting in the order stated: the
Vice Chairman of the Board, if there be one, the President, the Vice Presidents
in their order of rank and seniority and the Secretary, or, in his absence, an
assistant secretary, or in the absence of both the Secretary and assistant
secretaries, a person appointed by the Chairman shall act as Secretary.
 
         Section 7. QUORUM; ADJOURNMENT. At any meeting of shareholders, the
presence in person or by proxy of shareholders entitled to cast a majority of
all the votes entitled to be cast at such meeting shall constitute a quorum; but
this Section shall not affect any requirement under any statute or the
Declaration of Trust for the vote necessary for the adoption of any measure. If,
however, such quorum shall not be present at any meeting of the shareholders,
the shareholders entitled to vote at such meeting, present in person or by
proxy, shall have the power to adjourn the meeting from time to time to a date
not more than 120 days after the original record date without notice other than
announcement at the meeting. At such adjourned meeting at which a quorum shall
be present, any business may be transacted which might have been transacted at
the meeting as originally notified. In addition, any meeting of Shareholders
convened on the date for which it was called may be adjourned to a date not more
than 120 days after the original record date without notice other than
announcement at the meeting.
 
         Section 8. VOTING: NONAPPLICABILITY OF CONTROL SHARE STATUTE. A
plurality of all the votes cast at a meeting of shareholders duly called and at
which a quorum is present shall be sufficient to elect a Trustee. Each share may
be voted for as many individuals as there are Trustees to be elected and for
whose election the share is entitled to be voted. A majority of the votes cast
at a meeting of shareholders duly called and at which a quorum is present shall
be sufficient to approve any other matter which may properly come before the
meeting, unless more than a majority of the votes cast is required herein or by
statute or by the Declaration of Trust. Unless otherwise provided in the
Declaration, each outstanding share, regardless of class, shall be entitled to
one vote on each matter submitted to a vote at a meeting of shareholders.
 
 
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         TITLE 3, SUBTITLE 7, VOTING RIGHTS OF CERTAIN CONTROL SHARES, OF THE
CORPORATIONS AND ASSOCIATIONS ARTICLE OF THE ANNOTATED CODE OF MARYLAND (OR ANY
SUCCESSOR STATUTE) SHALL NOT APPLY TO ANY ACQUISITION OF OWNERSHIP OF, OR VOTING
RIGHTS, OR OTHER INTERESTS IN ANY SHARES OF THE TRUST BY ANY PERSON OR ENTITY.
 
         Section 9. PROXIES. A shareholder may vote the shares owned of record
either in person or by proxy. The proxy shall be in writing and shall be signed
by the shareholder or by the shareholder's duly authorized attorney-in-fact or
be in such other form as may be permitted by the Maryland General Corporation
Law with respect to the use of proxies by stockholders in Maryland corporations,
including documents conveyed by electronic transmission. A copy, facsimile
transmission or other reproduction of the writing or transmission may be
substituted for the original writing or transmission for any purpose for which
the original writing or transmission could be used. Every proxy shall be dated,
but need not be sealed, witnessed or acknowledged. No proxy shall be valid after
eleven (11) months from its date, unless otherwise provided in the proxy.
 
         Section 10. VOTING OF SHARES BY CERTAIN HOLDERS. Any trustee or other
fiduciary may vote shares registered in his name as such fiduciary, either in
person or by proxy. In the case of shares held of record by more than one
person, any co-owner or co-fiduciary may execute the proxy without the joinder
of the co-owner(s) or co-fiduciary(ies), unless the Secretary of the Trust is
notified in writing by any co-owner or co-fiduciary that the joinder of more
than one is to be required. Shares standing in the name of a corporation,
domestic or foreign, may be voted by the officer, agent, or proxy designated by
the corporate shareholder. Shares standing in the name of any general
partnership may be voted by any partner thereof, or by any agent or proxy
thereof. Shares standing in the name of any limited partnership may be voted by
any general partner, or by any agent or proxy thereof. The Trustees may adopt by
resolution a procedure by which a shareholder may certify in writing to the
Trust that any shares registered in the name of the shareholder are held for the
account of a specified person other than the shareholder. The resolution shall
set forth the class of shareholders who may make the certification, the purpose
for which the certification may be made, the form of certification and the
information to be contained in it; if the certification is with respect to a
record date or closing of the share transfer books, the time after the record
date or closing of the share transfer books within which the certification must
be received by the Trust; and any other provisions with respect to the procedure
which the Trustees consider necessary or desirable. On receipt of such
certification, the person specified in the certification shall be regarded as,
for the purposes set forth in the certification, the shareholder of record of
the specified shares in place of the shareholder who makes the certification.
 
         Section 11. INSPECTORS. At any meeting of shareholders, the chairman of
the meeting may, or upon the request of any shareholder shall, appoint one or
more persons as inspectors for such meeting. 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, report the
results and perform such other acts as are proper to conduct the election and
voting with impartiality and fairness to all the shareholders. Each report of an
 
 
 
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inspector shall be in writing and signed by him or by a majority of them if
there is 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.
 
         Section 12. REPORTS TO SHAREHOLDERS. Not later than 120 days after the
close of each fiscal year of the Trust, the Trustees shall deliver or cause to
be delivered a report of the business and operations of the Trust during such
fiscal year to the shareholders, containing a balance sheet and a statement of
income and surplus of the Trust, accompanied by the certification of an
independent certified public accountant based on the accountant's full
examination of the books and records of the Trust in accordance with generally
accepted auditing procedures, and such further information as the Trustees may
determine is required pursuant to any law or regulation to which the Trust is
subject. A signed copy of the annual report and the accountant's certificate
shall be placed on file at the principal office of the Trust and filed by the
Trustees with such governmental agencies, if any, as may be required by law and
as the Trustees may deem appropriate.
 
         Section 13. NOMINATIONS AND SHAREHOLDER BUSINESS.
 
                  (a)      ANNUAL MEETINGS OF SHAREHOLDERS.
 
                           (1) Nominations of persons for election to the Board
         of Trustees and the proposal of business to be considered by the
         shareholders may be made at an annual meeting of shareholders (i)
         pursuant to the Trust's notice of meeting, (ii) by or at the direction
         of the Trustees, or (iii) by any shareholder of the Trust who was a
         shareholder of record at the time of giving of notice provided for in
         this Section 13(a), who is entitled to vote at the meeting and who
         complied with the notice procedures set forth in this Section 13(a).
 
                           (2) For nominations or other business to be properly
         brought before an annual meeting by a shareholder pursuant to clause
         (iii) of paragraph (a)(1) of this Section 13, the shareholder must have
         given timely notice thereof in writing to the Secretary of the Trust.
         To be timely, a shareholder's notice shall be delivered to the
         Secretary at the principal executive offices of the Trust not less than
         60 days nor more than 90 days prior to the first anniversary of the
         preceding year's annual meeting; provided, however, that in the event
         that the date of the annual meeting is advanced by more than 30 days or
         delayed by more than 60 days from such anniversary date, and with
         respect to the first annual meeting, notice by the shareholder to be
         timely must be so delivered not earlier than the 90th day prior to such
         annual meeting and not later than the close of business on the later of
         the 60th day prior to such annual meeting or the tenth day following
         the day on which public announcement of the date of such meeting is
         first made. Such shareholder's notice shall set forth (i) as to each
         person whom the shareholder proposes to nominate for election or
         reelection as a Trustee all information relating to such person that is
         required to be disclosed in solicitations of proxies for election of
         Trustees, or is otherwise required, in each case pursuant to Regulation
         14A under the Securities Exchange Act of 1934, as amended (the
         "Exchange Act") (including such person's written consent to being named
         in the proxy statement as a nominee and to serving as a Trustee if
 
 
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         elected); (ii) as to any other business that the shareholder proposes
         to bring before the meeting, a brief description of the business
         desired to be brought before the meeting, the reasons for conducting
         such business at the meeting and any material interest in such business
         of such shareholder and of the beneficial owner, if any, on whose
         behalf the proposal is made; and (iii) as to the shareholder giving the
         notice and the beneficial owner, if any, on whose behalf the nomination
         or proposal is made, (x) the name and address of such shareholder, as
         they appear on the Trust's books, and of such beneficial owner, and (y)
         the number of each class of shares of the Trust which are owned
         beneficially and of record by such shareholder and such beneficial
         owner.
 
                           (3) Notwithstanding anything in the second sentence
         of paragraph (a)(2) of this Section 13 to the contrary, in the event
         that the number of Trustees to be elected to the Board of Trustees is
         increased and there is no public announcement naming all of the
         nominees for Trustee or specifying the size of the increased Board of
         Trustees made by the Trust at least 70 days prior to the first
         anniversary of the preceding year's annual meeting, a shareholder's
         notice required by this Section 13(a) shall also be considered timely,
         but only with respect to nominees for any new positions created by such
         increase, if it shall be delivered to the Secretary at the principal
         executive offices of the Trust not later than the close of business on
         the tenth day following the day on which such public announcement is
         first made by the Trust.
 
                  (b) SPECIAL MEETINGS OF SHAREHOLDERS. Only such business shall
be conducted at a special meeting of shareholders as shall have been brought
before the meeting pursuant to the Trust's notice of meeting. Nominations of
persons for election to the Board of Trustees may be made at a special meeting
of shareholders at which Trustees are to be elected (i) pursuant to the Trust's
notice of meeting, (ii) by or at the direction of the Board of Trustees, or
(iii) provided that the Board of Trustees has determined that Trustees shall be
elected at such special meeting, by any shareholder of the Trust who was a
shareholder of record at the time of giving of notice provided for in this
Section 13(b), who is entitled to vote at the meeting and who complied with the
notice procedures set forth in this Section 13(b). In the event the Trust calls
a special meeting of shareholders for the purpose of electing one or more
Trustees to the Board of Trustees, any such shareholder may nominate a person or
persons (as the case may be) for election to such position as specified in the
Trust's notice of meeting, if the shareholder's notice containing the
information required by paragraph (a)(2) of this Section 13 shall be delivered
to the Secretary at the principal executive offices of the Trust not earlier
than the 90th day prior to such special meeting and not later than the close of
business on the later of the 60th day prior to such special meeting or the tenth
day following the day on which public announcement is first made of the date of
the special meeting and of the nominees proposed by the Trustees to be elected
at such meeting.
 
                  (c) GENERAL.
 
                           (1) Only such persons who are nominated in accordance
         with the procedures set forth in this Section 13 shall be eligible to
         serve as Trustees and only such business shall be conducted at a
         meeting of shareholders as shall have been brought before the meeting
         in accordance with the procedures set forth in this Section 13. The
         presiding officer of the meeting shall have the power and duty to
         determine whether a nomination or any business proposed to be brought
         before the meeting was made in accordance with the procedures set forth
         in this Section 13 and, if any proposed nomination or business is not
         in compliance with this Section 13, to declare that such defective
         nomination or proposal be disregarded.
 
 
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                           (2) For purposes of this Section 13, "public
         announcement" shall mean disclosure in a press release reported by the
         Dow Jones News Service, Associated Press or comparable news service or
         in a document publicly filed by the Trust with the Securities and
         Exchange Commission pursuant to Sections 13, 14 or 15(d) of the
         Exchange Act.
 
                           (3) Notwithstanding the foregoing provisions of this
         Section 13, a shareholder shall also comply with all applicable
         requirements of state law and of the Exchange Act and the rules and
         regulations thereunder with respect to the matters set forth in this
         Section 13. Nothing in this Section 13 shall be deemed to affect any
         rights of shareholders to request inclusion of proposals in the Trust's
         proxy statement pursuant to Rule 14a-8 under the Exchange Act.
 
         Section 14. INFORMAL ACTION BY SHAREHOLDERS. Any action required or
permitted to be taken at a meeting of shareholders may be taken without a
meeting if a consent in writing, setting forth such action, is signed by each
shareholder entitled to vote on the matter and any other shareholder entitled to
notice of a meeting of shareholders (but not to vote thereat) has waived in
writing any right to dissent from such action, and such consent and waiver are
filed with the minutes of proceedings of the shareholders.
 
         Section 15. VOTING BY BALLOT. Voting on any question or in any election
may be by voice vote unless the presiding officer shall order or any shareholder
shall demand that voting be by ballot.
 
 
                                   ARTICLE III
 
                                    TRUSTEES
 
         Section 1. GENERAL POWERS; QUALIFICATIONS; TRUSTEES HOLDING OVER;
INDEPENDENT TRUSTEES. The business and affairs of the Trust shall be managed
under the direction of its Board of Trustees. A Trustee shall be an individual
at least 21 years of age who is not under legal disability. Unless otherwise
agreed between the Trust and the Trustee, each individual Trustee, including
each Independent Trustee (as defined below), may engage in other business
activities of the type conducted by the Trust and is not required to present to
the Trust any investment opportunities presented to them even though the
investment opportunities may be within the scope of the Trust's investment
policies. In case of failure to elect Trustees at an annual meeting of the
shareholders, the Trustees holding over shall continue to direct the management
of the business and affairs of the Trust until their successors are elected and
qualify. As used herein, the term "Independent Trustee" shall have the same
meaning ascribed to it in the Declaration of Trust.
 
         Section 2. ANNUAL AND REGULAR MEETINGS. An annual meeting of the
Trustees shall be held immediately after and at the same place as the annual
meeting of shareholders, no notice other than this Bylaw being necessary. The
Trustees may provide, by resolution, the time and place, either within or
without the State of Maryland, for the holding of regular meetings of the
 
 
 
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Trustees without other notice than such resolution.
 
         Section 3. SPECIAL MEETINGS. Special meetings of the Trustees may be
called by or at the request of the Chairman of the Board, the Chief Executive
Officer or the President or by a majority of the Trustees then in office. The
person or persons authorized to call special meetings of the Trustees may fix
any place, either within or without the State of Maryland, as the place for
holding any special meeting of the Trustees called by them.
 
         Section 4. NOTICE. Notice of any special meeting shall be given upon at
least 24 hours written notice, with such written notice delivered personally, by
telecopy, by mail or by a nationally recognized courier service to each Trustee
at his business or residence address. Personally delivered or telecopied notices
shall be given at least 24 hours prior to the meeting. If mailed or delivered by
a nationally recognized courier service, such notice shall be deemed given 48
hours after the time of mailing or delivery to the courier service. Neither the
business to be transacted at, nor the purpose of, any annual, regular or special
meeting of the Trustees need be stated in the notice, unless specifically
required by statute or these Bylaws.
 
         Section 5. QUORUM. Except as provided in subsection (b) of Section 6, a
majority of the entire Board of Trustees shall constitute a quorum for
transaction of business at any meeting of the Trustees, provided that, if less
than a majority of such Trustees are present at said meeting, a majority of the
Trustees present may adjourn the meeting from time to time without further
notice. The Trustees present at a meeting which has been duly called and
convened may continue to transact business until adjournment, notwithstanding
the withdrawal of enough Trustees to leave less than a quorum.
 
         Section 6. VOTING.
 
                  (a) Except as provided in subsection (b) of this Section 6 and
in Section 15 of Article III, the action of the majority of the Trustees present
at a meeting at which a quorum is present shall be the action of the Trustees,
unless the concurrence of a greater proportion is required for such action by
the Declaration of Trust, these Bylaws or applicable statute.
 
                  (b) Notwithstanding the foregoing, two-thirds of the Trustees
shall be necessary to constitute a quorum to approve the actions set forth below
in clauses (1) through (4), and such action shall not be effective unless
approved by two-thirds of the Trustees (and, if an Interested Trustee
Transaction, as defined in Section 15 of this Article III, also by the vote of
the Independent Trustees pursuant to and in accordance with Article IV, Section
3). Such actions are:
 
                           (1) A Change of Control (as hereinafter defined) of
         the Trust;
 
                           (2) Any amendment to the Declaration of Trust or
         these Bylaws;
 
                           (3) Any waiver or modification of the Ownership Limit
         (as defined in the Declaration of Trust); and
 
                           (4) The issuance of any equity securities (other than
         Common Shares issued (a) for at least the fair market value thereof at
         the time of issuance as determined in good faith by a majority of the
 
 
 
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         Board of Trustees, (b) pursuant to any share incentive or option plans
         of the Company, or (c) in a bona fide underwritten public offering
         managed by one or more nationally recognized investment banking firms)
         or rights to acquire any such securities.
 
         For purposes of this Section 6(b):
 
                           (1) The term "Change of Control" of the Trust shall
         mean any transaction or series of transactions (whether by purchase of
         existing Common Shares, issuance of Common Shares, merger,
         consolidation or otherwise) the result of which is that either (i) any
         Person or Group becomes the Beneficial Owner, directly or indirectly,
         of 20% or more of the total voting power in the aggregate of all
         classes of beneficial interests of the Trust then outstanding normally
         entitled to vote in the election of Trustees of the Trust (or any
         surviving entity) or (ii) the Beneficial Owners of the beneficial
         interests of the Trust normally entitled to vote in the election of
         Trustees immediately prior to the transaction beneficially own less
         than 80% of the total voting power in the aggregate of all classes of
         beneficial interests of the Trust then outstanding normally entitled to
         vote in the election of Trustees of the Trust (or any surviving entity)
         immediately after such transaction.
 
                           (2) The term "Person" as used herein shall have the
         same meaning as such term has for purposes of Sections 13(d) and 14(d)
         of the Securities Exchange Act of 1934, as amended.
 
                           (3) The term "Group" as used herein shall have the
         same meaning as such term has for purposes of Sections 13(d) and 14(d)
         of the Securities Exchange Act of 1934, as amended.
 
                           (4) The term "Beneficial Owner" as used herein shall
         have the same meaning as such term has for purposes of Rule 13d-3
         promulgated under the Securities Exchange Act of 1934, as amended,
         except that a Person shall be deemed to have beneficial ownership of
         all shares that a Person has the right to acquire, whether or not such
         right is immediately exercisable.
 
                           (5) The term "Ownership Limit" as used herein shall
         have the same meaning as such term has in the Declaration of Trust.
 
         Section 7. TELEPHONE MEETINGS. Trustees may participate in a meeting by
means of a conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other at the same time.
Participation in a meeting by these means shall constitute presence in person at
the meeting.
 
         Section 8. INFORMAL ACTION BY TRUSTEES. Any action required or
permitted to be taken at any meeting of the Trustees may be taken without a
meeting, if a consent in writing to such action is signed by each Trustee and
such written consent is filed with the minutes of proceedings of the Trustees.
 
         Section 9. VACANCIES. If for any reason any or all the Trustees cease
to be Trustees, such event shall not terminate the Trust or affect these Bylaws
 
 
 
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or the powers of the remaining Trustees hereunder (even if fewer than three
Trustees remain). Any vacancy (including a vacancy created by an increase in the
number of Trustees) shall be filled at any regular meeting or at any special
meeting called for that purpose by a majority of the Trustees. Any individual so
elected as Trustee shall hold office for the remainder of the term of the class
to which he was elected or until his successor is elected and qualifies.
 
         Section 10. COMPENSATION. Trustees shall not receive any stated salary
for their services as Trustees but, by resolution of the Trustees, may receive
cash compensation, a fixed sum of shares or options for a fixed sum of shares of
the Trust for any service or activity they perform or engage in as Trustees.
Trustees may receive a fee for, and non-employee Trustees shall be reimbursed
for expenses in connection with, attendance, if any, at each annual regular or
special meeting of the Trustees or of any committee thereof; and for their
expenses, if any, in connection with each property visit and any other service
or activity performed or engaged in as Trustees; but nothing herein contained
shall be construed to preclude any Trustees from serving the Trust in any other
capacity and receiving compensation therefor.
 
         Section 11. REMOVAL OF TRUSTEES. The shareholders may remove any
Trustee in the manner provided in the Declaration of Trust.
 
         Section 12. LOSS OF DEPOSITS. No Trustee shall be liable for any loss
which may occur by reason of the failure of the bank, trust company, savings and
loan association, or other institution with whom moneys or shares have been
deposited.
 
         Section 13. SURETY BONDS. Unless required by law, no Trustee shall be
obligated to give any bond or surety or other security for the performance of
any of his duties.
 
         Section 14. NUMBER, TENURE AND QUALIFICATIONS. The number of Trustees
of the Trust is nine (9), but such number may be changed to not less than three
(3), and not more than fifteen (15), as determined from time to time by the
Board of Trustees. Trustees need not be shareholders of the Trust.
 
         Section 15. INTERESTED TRUSTEE TRANSACTIONS. Notwithstanding any other
provision of these Bylaws, the following actions (an "Interested Trustee
Transaction") of the Board of Trustees shall require the approval of the
Independent Committee, as defined in Article IV of these Bylaws: (i) the
selection of operators for the Trust's properties; and (ii) the entering into or
the consummation of any agreement or transaction with The Wackenhut Corporation,
a Florida corporation, Wackenhut Corrections Corporation, a Florida corporation,
or their respective affiliates, including, but not limited to, the negotiation,
enforcement and renegotiation of the terms of any lease of any of the Trust's
properties. As used herein, the word "affiliate" shall have the meaning given it
in Rule 405 under the Securities Act of 1933, as amended. Action by the
Independent Committee as provided herein shall be in lieu of action of the full
Board of Trustees, except as otherwise required by law or as expressly otherwise
provided in these Bylaws.
 
         Section 16. OTHER INTERESTED TRUSTEE MATTERS. Without limiting the
requirements of Article III Section 15, a contract or other transaction between
the Trust and any of its Trustees or between the Trust and any other trust,
 
 
 
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corporation, firm or other entity in which any of its Trustees is a trustee or
director or has a material financial interest is not void or voidable because of
any one or more of the following: (i) the common trustee/directorship or
interest; (ii) the presence of the Trustee at the meeting of the Board or
committee of the Board which authorizes, approves or ratifies the contract or
transaction; (iii) the counting of the vote of the Trustee for the
authorization, approval or ratification of the contract or transaction; or (iv)
the counting of the Trustee in determining the presence of a quorum at a meeting
of the Board of Trustees or committee of the Board of Trustees or at a meeting
of the shareholders, as the case may be, at which the contract or transaction is
authorized, approved or ratified.
 
 
                                   ARTICLE IV
 
                                   COMMITTEES
 
         Section 1. GENERAL. The Board of Trustees may, by a majority of the
whole board, designate one or more committees, each such committee to consist of
one or more of the Trustees of the Trust. The board may designate one or more
Trustees as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. Any such committee, to the
extent provided by the Board of Trustees shall have and may exercise all the
powers and authority of the Board of Trustees in the management of the business
and affairs of the Trust, and may authorize the seal of the Trust to be affixed
to all papers which may require it; but no such committee shall have the power
or authority in reference to amending or supplementing the Declaration of Trust
(except that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares adopted by the Board of
Trustees, fix the designations and any of the preferences or rights of such
shares, including without limitation, those relating to voting powers,
restrictions, limitations as to dividends or distributions, terms or conditions
of redemption, liquidation, any distribution of assets of the Trust, or the
conversion into, or the exchange of such shares for, shares of any other class
or classes or any other series of shares) or authorizing the increase or
decrease of the number of authorized shares of any class or series, or amending
the Bylaws of the Trust; and, unless the Board of Trustees or the Declaration of
Trust so provides, no such committee shall have the power or authority to
authorize a merger, declare a dividend or distribution, authorize the issuance
of shares or adopt a certificate of ownership.
 
         Section 2. COMMITTEES. The Trust shall initially have the following
committees, the specific authority and members of which shall be as designated
herein or by resolution of the Board of Trustees.
 
                  (a) An Independent Committee, which shall consist solely of
all of the Independent Trustees and which shall have the authority to approve
the actions of the Board of Trustees as specified in Article III Section 15.
 
                  (b) An Audit Committee, which will consist solely of
Independent Trustees, and which will have (i) such qualifications for membership
and such authority, duties and responsibilities (not otherwise prohibited by
law) as may be required by the Sarbanes-Oxley Act of 2002, the rules and
regulations of the SEC or the rules, regulations or listing standards of the
 
 
 
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NYSE or such other stock exchange on which the Trust's shares may be listed,
each as amended from time to time, (ii) the authority, duties and
responsibilities (not otherwise prohibited by law) set forth in the charter of
said committee as adopted or amended by the Board of Trustees from time to time
and (iii) such further or other qualifications for membership and such further
or other authority, duties and responsibilities (not otherwise prohibited by
law) as may be delegated by the Board of Trustees from time to time.
 
                  (c) A Compensation Committee, which will consist solely of
Independent Trustees, and which shall determine compensation for the Trust's
executive officers and administer any share incentive plans adopted by the
Trust.
 
                  (d) An Executive Committee which shall have such authority as
may be delegated to it by the Trustees.
 
         Section 3. RECORDS OF COMMITTEE MEETINGS; QUORUM; VOTE. Each committee
shall keep regular minutes of its meetings and report the same to the Board of
Trustees when required. The presence of a majority of the total membership of
any committee shall constitute a quorum for the transaction of business at any
meeting of such committee and the act of a majority of those present shall be
necessary and sufficient for the taking of any action at such meeting.
 
 
                                    ARTICLE V
 
                                    OFFICERS
 
         Section 1. GENERAL PROVISIONS. The officers of the Trust may consist of
a Chairman of the Board, a Vice Chairman of the Board, a Chief Executive
Officer, a President, one or more Vice Presidents, a Treasurer, one or more
Assistant Treasurers, a Secretary, and one or more Assistant Secretaries. In
addition, the Trustees may from time to time appoint such other officers with
such powers and duties, as they shall deem necessary or desirable. The officers
of the Trust shall be elected annually by the Trustees at the first meeting of
the Trustees held after each annual meeting of shareholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as may be convenient. Each officer shall hold office until his
successor is elected and qualifies or until his death, resignation or removal in
the manner hereinafter provided. Any two or more offices except President and
Vice President may be held by the same person. In their discretion, the Trustees
may leave unfilled any office except that of President and Secretary. Election
of an officer or agent shall not of itself create contract rights between the
Trust and such officer or agent.
 
         Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the Trust
may be removed by the Trustees if in their judgment the best interests of the
Trust would be served thereby, but such removal shall be without prejudice to
the contract rights, if any, of the person so removed. Any officer of the Trust
may resign at any time by giving written notice of his resignation to the
Trustees, the Chairman of the Board, the President or the Secretary. Any
resignation shall take effect at any time subsequent to the time specified
therein or, if the time when it shall become effective is not specified therein
immediately upon its receipt. The acceptance of a resignation shall not be
necessary to make it effective unless otherwise stated in the resignation. Such
resignation shall be without prejudice to the contract rights, if any, of the
Trust.
 
 
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         Section 3. VACANCIES. A vacancy in any office may be filled by the
Trustees for the balance of the term.
 
         Section 4. CHAIRMAN AND VICE CHAIRMAN OF THE BOARD. The Chairman of the
Board shall preside over the meetings of the Trustees and of the shareholders at
which he shall be present and shall in general oversee all of the business and
affairs of the Trust. In the absence of the Chairman of the Board, the Vice
Chairman of the Board shall preside at such meetings at which he shall be
present. The Chairman and the Vice Chairman of the Board may execute any deed,
mortgage, bond, contract or other instrument, except in cases where the
execution thereof shall be expressly delegated by the Trustees or by these
Bylaws to some other officer or agent of the Trust or shall be required by law
to be otherwise executed. The Chairman of the Board and the Vice Chairman of the
Board shall perform such other duties as may be assigned to them by the
Trustees.
 
         Section 5. CHIEF EXECUTIVE OFFICER. The Trustees may designate a Chief
Executive Officer from among the officers of the Trust. The Chief Executive
Officer shall have responsibility for implementation of the policies of the
Trust as determined by the Trustees, and for the administration of the business
affairs of the Trust. In the absence of both the Chairman and Vice Chairman of
the Board, the Chief Executive Officer shall preside over the meetings of the
Trustees and of the shareholders at which he shall be present. The Chief
Executive Officer may execute any deed, mortgage, bond, contract or other
instrument, except in cases where the execution thereof shall be expressly
delegated by the Trustees or by these Bylaws to some other officer or agent of
the Trust or shall be required by law to be otherwise executed. The Chief
Executive Officer shall perform such other duties as may be assigned to him by
the Trustees.
 
         Section 6. CHIEF OPERATING OFFICER. The Trustees may designate a Chief
Operating Officer from among the officers of the Trust. The Chief Operating
Officer may execute any deed, mortgage, bond, contract or other instrument,
except in cases where the execution thereof shall be expressly delegated by the
Trustees or by these Bylaws to some other officer or agent of the Trust or shall
be required by law to be otherwise executed; and in general shall perform all
duties incident to the office of Chief Operating Officer and such other duties
as may be prescribed by all the Trustees or the Chief Executive Officer from
time to time.
 
         Section 7. CHIEF DEVELOPMENT OFFICER. The Trustees may designate a
Chief Development Officer from among the officers of the Trust. The Chief
Development Officer may execute any deed, mortgage, bond, contract or other
instrument, except in cases where the execution thereof shall be expressly
delegated by the Trustees or by these Bylaws to some other officer or agent of
the Trust or shall be required by law to be otherwise executed; and in general
shall perform all duties incident to the office of Chief Development Officer and
such other duties as may be prescribed by all the Trustees or the Chief
Executive Officer from time to time.
 
         Section 8. CHIEF FINANCIAL OFFICER. The Trustees may designate a Chief
Financial Officer from among the officers of the Trust. The Chief Financial
Officer may execute any deed, mortgage, bond, contract or other instrument,
except in cases where the execution thereof shall be expressly delegated by the
Trustees or by these Bylaws to some other officer or agent of the Trust or shall
be required by law to be otherwise executed; and in general shall perform all
duties incident to the office of Chief Financial Officer and such other duties
as may be prescribed by all the Trustees or the Chief Executive Officer from
time to time.
 
 
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<PAGE>
 
 
         Section 9. PRESIDENT. In the absence of the Chairman of the Board, the
Vice Chairman of the Board and the Chief Executive Officer, the President shall
preside over the meetings of the Trustees and of the shareholders at which he
shall be present. In the absence of a designation of a Chief Executive Officer
by the Trustees, the President shall be the Chief Executive Officer and shall be
ex officio a member of all committees that may, from time to time, be
constituted by the Trustees. The President may execute any deed, mortgage, bond,
contract or other instrument, except in cases where the execution thereof shall
be expressly delegated by the Trustees or by these Bylaws to some other officer
or agent of the Trust or shall be required by law to be otherwise executed; and
in general shall perform all duties incident to the office of President and such
other duties as may be prescribed by the Trustees or the Chief Executive Officer
from time to time.
 
         Section 10. VICE PRESIDENTS. In the absence of the President or in the
event of a vacancy in such office, the Vice President (or in the event there be
more than one Vice President, the Vice Presidents in the order designated at the
time of their election or, in the absence of any designation, then in the order
of their election) shall perform the duties of the President and when so acting
shall have all the powers of and be subject to all the restrictions upon the
President; and shall perform such other duties as from time to time may be
assigned to him by the Chief Executive Officer, the President or the Trustees.
The Trustees may designate one or more Vice Presidents as Executive Vice
President or as Vice President for particular areas of responsibility.
 
         Section 11. SECRETARY. The Secretary shall (a) keep the minutes of the
proceedings of the shareholders, the Trustees and committees of the Trustees in
one or more books provided for that purpose; (b) see that all notices are duly
given in accordance with the provisions of these Bylaws or as required by law;
(c) be custodian of the trust records and of the seal of the Trust; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the Secretary by such shareholder; (e) have general charge of the share
transfer books of the Trust; and (f) in general perform such other duties as
from time to time may be assigned to him by the Chief Executive Officer, the
President or by the Trustees.
 
         Section 12. TREASURER. The Treasurer shall have the custody of the
funds and securities of the Trust and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Trust and shall deposit all
moneys and other valuable effects in the name and to the credit of the Trust in
such depositories as may be designated by the Trustees. The Treasurer shall
disburse the funds of the Trust as may be ordered by the Trustees, taking proper
vouchers for such disbursements, and shall render to the Chief Executive
Officer, the President and Trustees, at the regular meeting of the Trustees or
whenever they may required it, an account of all his transactions as Treasurer
and of the financial condition of the Trust. If required by the Trustees, the
Treasurer shall give the Trust a bond in such sum and with such surety or
sureties as shall be satisfactory to the Trustees for the faithful performance
of the duties of his office and for the restoration to the Trust in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, moneys and other property of whatever kind in his possession or under
his control belonging to the Trust.
 
 
 
 
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<PAGE>
 
 
         Section 13. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
Assistant Secretaries and Assistant Treasurers, in general shall perform such
duties as shall be assigned to them by the Secretary or Treasurer, respectively,
or by the Chief Executive Officer, the President or the Trustees. The Assistant
Treasurers shall, if required by the Trustees, give bonds for the faithful
performance of their duties in such sums and with such surety or sureties as
shall be satisfactory to the Trustees.
 
         Section 14. SALARIES. The salaries of the officers shall be fixed from
time to time by the Trustees and no officer shall be prevented from receiving
such salary by reason of the fact that he is also a Trustee.
 
 
                                   ARTICLE VI
 
                      CONTRACTS, LOANS, CHECKS AND DEPOSITS
 
         Section 1. CONTRACTS. The Trustees may authorize any officer or agent
to enter into any contract or to execute and deliver any instrument in the name
of and on behalf of the Trust and such authority may be general or confined to
specific instances.
 
         Section 2. CHECKS AND DRAFTS. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Trust shall be signed by such officer or officers, agent or agents
of the Trust in such manner as shall from time to time be determined by the
Trustees.
 
         Section 3. DEPOSITS. All funds of the Trust not otherwise employed
shall be deposited from time to time to the credit of the Trust in such banks,
trust companies or other depositories as the Trustees may designate.
 
 
                                   ARTICLE VII
 
                                     SHARES
 
         Section 1. CERTIFICATES. Subject to the authority of the Trustees to
determine to issue shares without certificates, each shareholder shall be
entitled to a certificate or certificates which shall represent and certify the
number of shares of each class of beneficial interest held by him in the Trust.
Each certificate shall be signed by the Chief Executive Officer, the President
or a Vice President and countersigned by the Secretary or an Assistant Secretary
or the Treasurer or an Assistant Treasurer and may be sealed with the seal, if
any, of the Trust. The signatures may be either manual or facsimile.
Certificates shall be consecutively numbered; and if the Trust shall, from time
to time, issue several classes of shares, each class may have its own number
series. A certificate is valid and may be issued whether or not an officer who
signed it is still an officer when it is issued. Each certificate representing
shares which are restricted as to their transferability or voting powers, which
 
 
 
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<PAGE>
 
are preferred or limited as to their dividends or as to their allocable portion
of the assets upon liquidation or which are redeemable at the option of the
Trust, shall have a statement of such restriction, limitation, preference or
redemption provision, or a summary thereof, plainly stated on the Certificate.
In lieu of such statement or summary, the Trust may set forth upon the face or
back of the certificate a statement that the Trust will furnish to any
shareholder, upon request and without charge, a full statement of such
information.
 
         Section 2. TRANSFERS. Certificates shall be treated as negotiable, and
title thereto and to the shares they represent shall be transferred by delivery
thereof to the same extent as those of a Maryland stock corporation. No
transfers of shares of the Trust shall be made if (i) void ab initio pursuant to
any provision of the Declaration of Trust or (ii) the Board of Trustees,
pursuant to any provision of the Declaration of Trust, shall have refused to
permit the transfer of such shares. Permitted transfers of shares of the Trust
shall be made on the share records of the Trust only upon the instruction of the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary or with a transfer agent or
transfer clerk, and upon surrender of the certificate or certificates, if
issued, for such shares properly endorsed or accompanied by a duly executed
share transfer power and the payment of all taxes thereon. Upon surrender to the
Trust or the transfer agent of the Trust of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, as to any transfers not prohibited by any provision of
the Declaration of Trust or by action of the Board of Trustees thereunder, it
shall be the duty of the Trust to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
 
         Section 3. REPLACEMENT CERTIFICATE. Any officer designated by the
Trustees may direct a new certificate to be issued in place of any certificate
previously issued by the Trust alleged to have been lost, stolen or destroyed
upon the making of an affidavit of that fact by the person claiming the
certificate to be lost, stolen or destroyed. When authorizing the issuance of a
new certificate, the officer designated by the Trustees may, in his discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or the owner's legal representative to
advertise the same in such manner as he shall require and/or to give bond, with
sufficient surety, to the Trust to indemnify it against any loss or claim which
may arise as a result of the issuance of a new certificate.
 
         Section 4. FIXING OF RECORD DATE. The Trustees may set, in advance, a
record date for the purpose of determining shareholders entitled to notice of or
to vote at any meeting of shareholders or determining shareholders entitled to
receive payment of any dividend or the allotment of any other rights, or in
order to make a determination of shareholders for any other purpose. Such date,
in any case, shall not be prior to the close of business on the day the record
date is fixed and shall be not more than 90 days and in the case of a meeting of
shareholders not less than ten days, before the date on which the meeting or
particular action requiring such determination of shareholders of record is to
be held or taken. If no record date is fixed for the determination of
shareholders, (a) the record date for the determination of shareholders entitled
to notice of or to vote at a meeting of shareholders shall be at the close of
business on the day on which the notice of meeting is mailed or the 30th day
before the meeting, whichever is the closer date to the meeting; and (b) the
record date for the determination of shareholders entitled to receive payment of
 
 
 
                                       15
<PAGE>
 
a dividend or an allotment of any other rights shall be the close of business on
the day on which the resolution of the Trustees, declaring the dividend or
allotment of rights, is adopted. When a determination of shareholders entitled
to vote at any meeting of shareholders has been made as provided in this
section, such determination shall apply to any adjournment thereof, except that
when the meeting is adjourned to a date more than 120 days after the record date
fixed for the original meeting, a new record date shall be determined as set
forth herein.
 
 
         Section 5. SHARE LEDGER. The Trust shall maintain at its principal
office or at the office of its counsel, accountants or transfer agent, an
original or duplicate share ledger containing the name and address of each
shareholder and the number of shares of each class held by such shareholder.
 
 
                                  ARTICLE VIII
 
                                  DISTRIBUTIONS
 
         Section 1. AUTHORIZATION. Dividends and other distributions upon the
shares of the Trust may be authorized and declared by the Board Trustees in
their discretion, subject to the provisions of law and the Declaration of Trust.
Dividends may be paid in cash, property or shares of the Trust, subject to the
provisions of law and the Declaration of Trust.
 
         Section 2. CONTINGENCIES. Before payment of any dividends or any other
distributions, there may be set aside out of any funds of the Trust available
for dividends or any other distributions such sum or sums as the Trustees may
from time to time, in their absolute discretion, think proper as a reserve fund
for contingencies, for equalizing dividends, for repairing or maintaining any
property of the Trust or for such other purpose as the Trustees shall determine
to be in the best interest of the Trust, and the Trustees may modify or abolish
any such reserve in the manner in which it was created.
 
 
                                   ARTICLE IX
 
                                      SEAL
 
         Section 1. SEAL. The Trustees may authorize the adoption of a seal by
the Trust. The seal shall have inscribed thereon the name of the Trust and the
year of its formation. The Trustees may authorize one or more duplicate seals
and provide for the custody thereof.
 
         Section 2. AFFIXING SEAL. Whenever the Trust is required to place its
seal to a document, it shall be sufficient to meet the requirements of any law,
rule or regulation relating to a seal to place the word "(SEAL)" adjacent to the
signature of the person authorized to execute the document on behalf of the
Trust.
 
 
 
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<PAGE>
 
 
                                    ARTICLE X
 
                    INDEMNIFICATION AND ADVANCES FOR EXPENSES
 
         To the maximum extent permitted by Maryland law in effect from time to
time, the Trust shall indemnify (a) any Trustee or officer or any former Trustee
or officer (including among the foregoing, for all purposes of this Article X
and without limitation, any individual who, while a Trustee or officer and at
the express request of the Trust, serves or has served another corporation,
partnership, joint venture, trust, employee benefit plan or any other enterprise
as a director, officer, shareholder, partner or trustee of such corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise)
who has been successful, on the merits or otherwise, in the defense of a
proceeding to which he was made a party by reason of service in such capacity,
against reasonable expenses incurred by him in connection with the proceeding,
and (b) any Trustee or officer or any former Trustee or officer against any
claim or liability to which he may become subject by reason of such status
unless it is established that (i) his act or omission was material to the matter
giving rise to the proceeding and was committed in bad faith or was the result
of active and deliberate dishonesty, (ii) he actually received an improper
personal benefit in money, property or services or (iii) in the case of a
criminal proceeding, he had reasonable cause to believe that his act or omission
was unlawful. Notwithstanding the foregoing, if the proceeding was one by or in
the right of the Trust, indemnification may not be made in respect of any
proceeding in which the Trustee or officer shall have been adjudged to be liable
to the Trust. In addition, the Trust shall pay or reimburse, in advance of final
disposition of a proceeding, reasonable expenses incurred by a Trustee or
officer or former Trustee or officer made a party to a proceeding by reason such
status, provided that, the Trust shall have received (i) a written affirmation
by the Trustee or officer of his good faith belief that he has met the
applicable standard of conduct necessary for indemnification by the Trust as
authorized by these Bylaws and (ii) a written undertaking by or on its behalf to
repay the amount paid or reimbursed by the Trust if it shall ultimately be
determined that the applicable standard of conduct was not met. The Trust may,
with the approval of its Trustees, provide such indemnification or payment or
reimbursement of expenses to any Trustee or officer or any former Trustee or
officer who served a predecessor of the Trust as a trustee, director, officer or
partner, and to any employee or agent of the Trust or a Predecessor of the
Trust. Neither the amendment nor repeal of this Article, nor the adoption or
amendment of any other provision of the Declaration of Trust or these Bylaws
inconsistent with this Article, shall apply to or affect in any respect the
applicability of this Article with respect to any act or failure to act which
occurred prior to such amendment, repeal or adoption. Any indemnification or
payment or reimbursement of the expenses permitted by these Bylaws shall be
furnished in accordance with the procedures provided for indemnification or
payment or reimbursement of expenses, as the case may be, under Section 2-418 of
the Maryland General Corporation Law (the "MGCL") for directors of Maryland
corporations. The provisions of this Article X shall not be deemed to exclude
any other rights of indemnification or for the advancement of expenses to which
a Trustee or officer, or any former Trustee or officer, of the Trust may be
entitled pursuant to the Declaration of Trust, action by the shareholders or
Board of Trustees, by agreement or otherwise. The Trust may provide to Trustees
and officers such other and further indemnification or payment or reimbursement
of expenses, as the case may be, to the fullest extent permitted by law.
 
 
                                       17
<PAGE>
 
 
                                   ARTICLE XI
 
                                WAIVER OF NOTICE
 
         Whenever any notice is required to be given pursuant to the Declaration
of Trust or Bylaws or pursuant to applicable law, 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. Neither the business to be transacted at nor the purpose of any meeting
need be set forth in the waiver of notice, unless specifically required by
statute. The attendance of any person at any meeting shall constitute a waiver
of notice of such meeting, except where such person attends a meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.
 
 
                                   ARTICLE XII
 
                               AMENDMENT OF BYLAWS
 
         In accordance with Article III hereof, the Trustees shall have the
exclusive power to adopt, alter or repeal any provision of these Bylaws and to
make new Bylaws.
 
 
                                  ARTICLE XIII
 
                                  MISCELLANEOUS
 
         All references to the Declaration of Trust shall include any amendments
and supplements thereto.