NEWCASTLE INVESTMENT CORP.

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                           AMENDED AND RESTATED BYLAWS

 

                       (As Amended Through April 3, 2006)

 

                                    ARTICLE I

 

                                     OFFICES

 

         Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in

the State of Maryland shall be located at such place as the Board of Directors

may designate.

 

         Section 2. ADDITIONAL OFFICES. The Corporation may have additional

offices, including a principal executive office, at such places as the Board of

Directors may from time to time determine or the business of the Corporation may

require.

 

                                   ARTICLE II

 

                            MEETINGS OF STOCKHOLDERS

 

         Section 1. PLACE. All meetings of stockholders shall be held at the

principal executive office of the Corporation or at such other place as shall be

set by the Board of Directors and stated in the notice of the meeting.

 

         Section 2. ANNUAL MEETING. An annual meeting of the stockholders for

the election of directors and the transaction of any business within the powers

of the Corporation shall be held on a date and at the time set by the Board of

Directors during the month of May in each year.

 

         Section 3. SPECIAL MEETINGS.

 

         (a) General. The chairman of the board, president, chief executive

officer or Board of Directors may call a special meeting of the stockholders.

Subject to subsection (b) of this Section 3, a special meeting of stockholders

shall also be called by the secretary of the Corporation upon the written

request of the stockholders entitled to cast not less than a majority of all the

votes entitled to be cast at such meeting.

 

         (b) Stockholder Requested Special Meetings. (1) Any stockholder of

record seeking to have stockholders request a special meeting shall, by sending

written notice to the secretary (the "Record Date Request Notice") by registered

mail, return receipt requested, request the Board of Directors to fix a record

date to determine the stockholders entitled to request a special meeting (the

"Request Record Date"). The Record Date Request Notice shall set forth the

purpose of the meeting and the matters proposed to be acted on at it, shall be

signed by one or more stockholders of record as of the date of signature (or

their duly authorized agents), shall bear the date of signature of each such

stockholder (or other agent) and shall set forth all information relating to

each such stockholder that must be disclosed in solicitations of proxies for

election of directors in an election contest (even if an election contest is not

involved), or is otherwise required, in each case pursuant to Regulation 14A

under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and

Rule 14a-11 thereunder. Upon receiving the Record Date Request Notice, the Board

of Directors may fix a Request Record Date. The Request Record Date shall not

precede and shall not be more than ten days after the close of business on the

date on which the resolution fixing the Request Record Date is adopted by the

Board of Directors. If the Board of Directors, within ten days after the date on

which a valid Record Date Request Notice is received, fails to adopt a

resolution fixing the Request Record Date and make a public announcement of such

Request Record Date, the Request Record Date shall be the close of business on

the tenth day after the first date on which the Record Date Request Notice is

received by the secretary.

 

         (2) In order for any stockholder to request a special meeting, one or

more written requests for a special meeting signed by stockholders of record (or

their duly authorized agents) as of the Request Record Date entitled to cast not

less than a majority (the "Special Meeting Percentage") of all of the votes

entitled to be cast at such meeting (the "Special Meeting Request") shall be

delivered to the secretary. In addition, the Special Meeting Request shall set

forth the purpose of the meeting and the matters proposed to be acted on at it

(which shall be limited to the matters set forth in the Record Date Request

Notice received by the secretary), shall bear the date of signature of each such

stockholder (or other agent) signing the Special Meeting Request, shall set

forth the name and address, as they appear in the Corporation's books, of each

stockholder signing such request (or on whose behalf the Special Meeting Request

is signed) and the class and number of shares of stock of the Corporation which

are owned of record and beneficially by each such stockholder, shall be sent to

the secretary by registered mail, return receipt requested, and shall be

received by the secretary within 60 days after the Request Record Date. Any

requesting stockholder may revoke his, her or its request for a special meeting

at any time by written revocation delivered to the secretary.

 

         (3) The secretary shall inform the requesting stockholders of the

reasonably estimated cost of preparing and mailing the notice of meeting

(including the Corporation's proxy materials). The secretary shall not be

required to call a special meeting upon stockholder request and such meeting

shall not be held unless, in addition to the documents required by paragraph (2)

of this Section 3(b), the secretary receives payment of such reasonably

estimated cost prior to the mailing of any notice of the meeting.

 

         (4) Except as provided in the next sentence, any special meeting shall

be held at such place, date and time as may be designated by the chairman of the

Board of Directors, the president, the chief executive officer or the Board of

Directors, whoever has called the meeting. In the case of any special meeting

called by the secretary upon the request of stockholders (a "Stockholder

Requested Meeting"), such meeting shall be held at such place, date and time as

may be designated by the Board of Directors; provided, however, that the date of

any Stockholder Requested Meeting shall be not more than 90 days after the

record date for such meeting (the "Meeting Record Date"); and provided further

that if the Board of Directors fails to designate, within ten days after the

date that a valid Special Meeting Request is actually received by the secretary

(the "Delivery Date"), a date and time for a Stockholder Requested Meeting, then

such meeting shall be held at 2:00 p.m. local time on the 90th day after the

Meeting Record Date or, if such 90th day is not a Business Day (as defined

below), on the first preceding Business Day; and provided further that in the

event that the Board of Directors fails to designate a place for a Stockholder

Requested Meeting within ten days after the Delivery Date, then such meeting

shall be held at the principal executive offices of the Corporation. In fixing a

date for any special meeting, the president, chief executive officer or Board of

Directors may consider such factors as he, she or it deems relevant within the

good faith exercise of business judgment, including, without limitation, the

nature of the matters to be considered, the facts and circumstances surrounding

any request for meeting and any plan of the Board of Directors to call an annual

meeting or a special meeting. In the case of any Stockholder Requested Meeting,

if the Board of Directors fails to fix a Meeting Record Date that is a date

within 30 days after the Delivery Date, then the close of business on the 30th

day after the Delivery Date shall be the Meeting Record Date.

 

         (5) If at any time as a result of written revocations of requests for

the special meeting, stockholders of record (or their duly authorized agents) as

of the Request Record Date entitled to cast less than the Special Meeting

Percentage shall have delivered and not revoked requests for a special meeting,

the secretary may refrain from mailing the notice of the meeting or, if the

notice of the meeting has been mailed, the secretary may revoke the notice of

the meeting at any time before ten days before the meeting if the secretary has

first sent to all other requesting stockholders written notice of such

revocation and of intention to revoke the notice of the meeting. Any request for

a special meeting received after a revocation by the secretary of a notice of a

meeting shall be considered a request for a new special meeting.

 

         (6) The chairman of the Board of Directors, the president, the chief

executive officer or the Board of Directors may appoint regionally or nationally

recognized independent inspectors of elections to act as the agent of the

Corporation for the purpose of promptly performing a ministerial review of the

validity of any purported Special Meeting Request received by the secretary. For

the purpose of permitting the inspectors to perform such review, no such

purported request shall be deemed to have been delivered to the secretary until

the earlier of (i) ten Business Days after receipt by the secretary of such

purported request and (ii) such date as the independent inspectors certify to

the Corporation that the valid requests received by the secretary represent at

least a majority of the issued and outstanding shares of stock that would be

entitled to vote at such meeting. Nothing contained in this paragraph (6) shall

in any way be construed to suggest or imply that the Corporation or any

stockholder shall not be entitled to contest the validity of any request,

whether during or after such ten-Business Day period, or to take any other

action (including, without limitation, the commencement, prosecution or defense

of any litigation with respect thereto, and the seeking of injunctive relief in

such litigation).

 

         (7) For purposes of these Bylaws, "Business Day" shall mean any day

other than a Saturday, a Sunday or a day on which banking institutions in the

State of Maryland are authorized or obligated by law or executive order to

close.

 

         Section 4. NOTICE. Not less than ten nor more than 90 days before each

meeting of stockholders, the secretary shall give to each stockholder entitled

to vote at such meeting and to each stockholder 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, by presenting it to such stockholder personally, by leaving it at the

stockholder's residence or usual place of business or by any other means

permitted by Maryland law. If mailed, such notice shall be deemed to be given

when deposited in the United States mail addressed to the stockholder at the

stockholder's address as it appears on the records of the Corporation, with

postage thereon prepaid.

 

         Any business of the Corporation may be transacted at an annual meeting

of stockholders 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 stockholders except as specifically

designated in the notice.

 

         Section 5. ORGANIZATION AND CONDUCT. Every meeting of stockholders

shall be conducted by an individual appointed by the Board of Directors to be

chairman of the meeting or, in the absence of such appointment, by the chairman

of the board or, in the case of a vacancy in the office or absence of the

chairman of the board, by one of the following officers present at the meeting:

the vice chairman of the board, if there be one, the president, the vice

presidents in their order of rank and seniority, or, in the absence of such

officers, a chairman chosen by the stockholders by the vote of a majority of the

votes cast by stockholders present in person or by proxy. The secretary, or, in

the secretary's absence, an assistant secretary, or in the absence of both the

secretary and assistant secretaries, a person appointed by the Board of

Directors or, in the absence of such appointment, a person appointed by the

chairman of the meeting shall act as secretary. In the event that the secretary

presides at a meeting of the stockholders, an assistant secretary shall record

the minutes of the meeting. The order of business and all other matters of

procedure at any meeting of stockholders shall be determined by the chairman of

the meeting. The chairman of the meeting may prescribe such rules, regulations

and procedures and take such action as, in the discretion of such chairman, are

appropriate for the proper conduct of the meeting, including, without

limitation, (a) restricting admission to the time set for the commencement of

the meeting; (b) limiting attendance at the meeting to stockholders of record of

the Corporation, their duly authorized proxies or other such persons as the

chairman of the meeting may determine; (c) limiting participation at the meeting

on any matter to stockholders of record of the Corporation entitled to vote on

such matter, their duly authorized proxies or other such persons as the chairman

of the meeting may determine; (d) limiting the time allotted to questions or

comments by participants; (e) maintaining order and security at the meeting; (f)

removing any stockholder or any other person who refuses to comply with meeting

procedures, rules or guidelines as set forth by the chairman of the meeting; and

(g) recessing or adjourning the meeting to a later date and time and place

announced at the meeting. Unless otherwise determined by the chairman of the

meeting, meetings of stockholders shall not be required to be held in accordance

with the rules of parliamentary procedure.

 

         Section 6. QUORUM. At any meeting of stockholders, the presence in

person or by proxy of stockholders 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 charter of the

Corporation for the vote necessary for the adoption of any measure. If, however,

such quorum shall not be present at any meeting of the stockholders, the

chairman of the meeting or the stockholders 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.

 

         The stockholders present either in person or by proxy, at a meeting

which has been duly called and convened, may continue to transact business until

adjournment, notwithstanding the withdrawal of enough stockholders to leave less

than a quorum.

 

         Section 7. VOTING. A plurality of all the votes cast at a meeting of

stockholders duly called and at which a quorum is present shall be sufficient to

elect a director. Each share may be voted for as many individuals as there are

directors to be elected and for whose election the share is entitled to be

voted. A majority of the votes cast at a meeting of stockholders 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 by statute or by the charter of the Corporation. Unless

otherwise provided in the charter, each outstanding share, regardless of class,

shall be entitled to one vote on each matter submitted to a vote at a meeting of

stockholders.

 

         Section 8. PROXIES. A stockholder may cast the votes entitled to be

cast by the shares of stock owned of record by the stockholder in person or by

proxy executed by the stockholder or by the stockholder's duly authorized agent

in any manner permitted by law. Such proxy or evidence of authorization of such

proxy shall be filed with the secretary of the Corporation before or at the

meeting. No proxy shall be valid more than eleven months after its date unless

otherwise provided in the proxy.

 

         Section 9. VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the Corporation

registered in the name of a corporation, partnership, trust or other entity, if

entitled to be voted, may be voted by the president or a vice president, a

general partner or trustee thereof, as the case may be, or a proxy appointed by

any of the foregoing individuals, unless some other person who has been

appointed to vote such stock pursuant to a bylaw or a resolution of the

governing body of such corporation or other entity or agreement of the partners

of a partnership presents a certified copy of such bylaw, resolution or

agreement, in which case such person may vote such stock. Any director or other

fiduciary may vote stock registered in his or her name as such fiduciary, either

in person or by proxy.

 

         Shares of stock of the Corporation directly or indirectly owned by it

shall not be voted at any meeting and shall not be counted in determining the

total number of outstanding shares entitled to be voted at any given time,

unless they are held by it in a fiduciary capacity, in which case they may be

voted and shall be counted in determining the total number of outstanding shares

at any given time.

 

         The Board of Directors may adopt by resolution a procedure by which a

stockholder may certify in writing to the Corporation that any shares of stock

registered in the name of the stockholder are held for the account of a

specified person other than the stockholder. The resolution shall set forth the

class of stockholders 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 stock transfer books, the time after the record date or closing

of the stock transfer books within which the certification must be received by

the Corporation; and any other provisions with respect to the procedure which

the Board of Directors considers 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 stockholder of record of

the specified stock in place of the stockholder who makes the certification.

 

         Section 10. INSPECTORS. The Board of Directors, in advance of any

meeting, may, but need not, appoint one or more individual inspectors or one or

more entities that designate individuals as inspectors to act at the meeting or

any adjournment thereof. If an inspector or inspectors are not appointed, the

person presiding at the meeting may, but need not, appoint one or more

inspectors. In case any person who may be appointed as an inspector fails to

appear or 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 chairman of the

meeting. The inspectors, if any, shall determine the number of shares

outstanding and the voting power of each, the shares represented at the meeting,

the existence of a quorum, the validity and effect of proxies, and shall receive

votes, ballots or consents, hear and determine all challenges and questions

arising in connection with the right to vote, count and tabulate all votes,

ballots or consents, and determine the result, and do such acts as are proper to

conduct the election or vote with fairness to all stockholders. Each such report

shall be in writing and signed by him or her 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 11. ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND

OTHER STOCKHOLDER PROPOSALS.

 

         (a) Annual Meetings of Stockholders. (1) Nominations of persons for

election to the Board of Directors and the proposal of business to be considered

by the stockholders may be made at an annual meeting of stockholders (i)

pursuant to the Corporation's notice of meeting, (ii) by or at the direction of

the Board of Directors or (iii) by any stockholder of the Corporation who was a

stockholder of record both at the time of giving of notice provided for in this

Section 11(a) and at the time of the annual meeting, who is entitled to vote at

the meeting and who complied with the notice procedures set forth in this

Section 11(a).

 

         (2) For nominations or other business to be properly brought before an

annual meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of

this Section 11, the stockholder must have given timely notice thereof in

writing to the Secretary of the Corporation and such other business must

otherwise be a proper matter for action by the stockholders. To be timely, a

stockholder's notice shall be delivered to the Secretary at the principal

executive offices of the Corporation not less than 90 days nor more than 120

days prior to the first anniversary of the date of mailing of the notice for the

preceding year's annual meeting; provided, however, that in the event that the

date of the mailing of the notice for the annual meeting is advanced or delayed

by more than 30 days from the first anniversary of the date of mailing of the

notice for the preceding year's annual meeting, notice by the stockholder to be

timely must be so delivered not earlier than the 120th day prior to the date of

mailing of the notice for such annual meeting and not later than the close of

business on the later of the 90th day prior to the date of mailing of the notice

for such annual meeting or the tenth day following the day on which disclosure

of the date of mailing of the notice for such meeting is first made. In no event

shall the public announcement of a postponement or adjournment of an annual

meeting commence a new time period for the giving of a stockholder's notice as

described above. Such stockholder's notice shall set forth (i) as to each person

whom the stockholder proposes to nominate for election or reelection as a

director, (A) the name, age, business address and residence address of such

person, (B) the class and number of shares of stock of the Corporation that are

beneficially owned by such person and (C) all other information relating to such

person that is required to be disclosed in solicitations of proxies for election

of directors in an election contest (even if an election contest is not

involved), or is otherwise required, in each case pursuant to Regulation 14A (or

any successor provision) under the Exchange Act and the rules thereunder

(including such person's written consent to being named in the proxy statement

as a nominee and to serving as a director if elected); (ii) as to any other

business that the stockholder proposes to bring before the meeting, a

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 stockholder (including any anticipated benefit to the

stockholder therefrom) and of each beneficial owner, if any, on whose behalf the

proposal is made; and (iii) as to the stockholder giving the notice and each

beneficial owner, if any, on whose behalf the nomination or proposal is made,

(x) the name and address of such stockholder, as they appear on the

Corporation's stock ledger and current name and address, if different, and of

such beneficial owner, and (y) the class and number of shares of each class of

stock of the Corporation which are owned beneficially and of record by such

stockholder and owned beneficially by such beneficial owner.

 

         (3) Notwithstanding anything in this subsection (a) of this Section 11

to the contrary, in the event the Board of Directors increases or decreases the

maximum or minimum number of directors in accordance with Article III, Section 2

of these Bylaws, and there is no announcement of such action at least 100 days

prior to the first anniversary of the date of mailing of the preceding year's

annual meeting, a stockholder's notice required by this Section 11(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 Corporation not later than the close of

business on the tenth day following the day on which such public announcement is

first made by the Corporation.

 

         (b) Special Meetings of Stockholders. Only such business shall be

conducted at a special meeting of stockholders as shall have been brought before

the meeting pursuant to the Corporation's notice of meeting. Nominations of

persons for election to the Board of Directors may be made at a special meeting

of stockholders at which directors are to be elected (i) pursuant to the

Corporation's notice of meeting, (ii) by or at the direction of the Board of

Directors or (iii) provided that the Board of Directors has determined that

directors shall be elected at such special meeting, by any stockholder of the

Corporation who is a stockholder of record both at the time of giving of notice

provided for in this Section 11 and at the time of the special meeting, who is

entitled to vote at the meeting and who complied with the notice procedures set

forth in this Section 11. In the event the Corporation calls a special meeting

of stockholders for the purpose of electing one or more directors to the Board

of Directors, any such stockholder may nominate a person or persons (as the case

may be) for election as a director as specified in the Corporation's notice of

meeting, if the stockholder's notice required by paragraph (a)(2) of this

Section 11 shall be delivered to the Secretary at the principal executive

offices of the Corporation not earlier than the 120th day prior to such special

meeting and not later than the close of business on the later of the 90th 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 Board of Directors to be elected at such meeting. In no

event shall the public announcement of a postponement or adjournment of a

special meeting commence a new time period for the giving of a stockholder's

notice as described above.

 

         (c) General. (1) Upon written request by the secretary or the Board of

Directors or any committee thereof, any stockholder proposing a nominee for

election as a director or any proposal for other business at a meeting of

stockholders shall provide, within three business days of delivery of such

request (or such other period as may be specified in such request), written

verification, satisfactory to the secretary or the Board or any committee

thereof, in his, her or its sole discretion, of the accuracy of any information

submitted by the stockholder pursuant to this Section 11. If a stockholder fails

to provide such written verification within such period, the secretary or the

Board of Directors or any committee thereof may treat the information as to

which written verification was requested as not having been provided in

accordance with the procedures set forth in this Section 11.

 

         (2) Only such persons who are nominated in accordance with the

procedures set forth in this Section 11 of these Bylaws shall be eligible to

serve as directors, and only such business shall be conducted at a meeting of

stockholders as shall have been brought before the meeting in accordance with

the procedures set forth in this Section 11. The chairman 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 or proposed, as the case may

be, in accordance with the procedures set forth in this Section 11 and, if any

proposed nomination or business is not in compliance with this Section 11, to

declare that such defective nomination or proposal be disregarded.

 

         (3) For purposes of this Section 11, (a) the "date of mailing of the

notice" shall mean the date of the proxy statement for the solicitation of

proxies for election of directors and (b) "public announcement" shall mean

disclosure (i) in a press release reported by the Dow Jones News Service,

Associated Press or comparable news service or (ii) in a document publicly filed

by the Corporation with the United States Securities and Exchange Commission

pursuant to the Exchange Act or the Investment Company Act.

 

         (4) Notwithstanding the foregoing provisions of this Section 11, a

stockholder 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 11. Nothing in this Section 11 shall be deemed

to affect any right of a stockholder to request inclusion of a proposal in, nor

the right of the Corporation to omit a proposal from, the Corporation's proxy

statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange

Act.

 

         Section 12. VOTING BY BALLOT. Voting on any question or in any election

may be viva voce unless the presiding officer shall order or any stockholder

shall demand that voting be by ballot.

 

         Section 13. CONTROL SHARE ACQUISITION ACT. Notwithstanding any other

provision of the charter of the Corporation or these Bylaws, Title 3, Subtitle 7

of the Maryland General Corporation Law (the "MGCL"), or any successor statute,

shall not apply to any acquisition by any person of shares of stock of the

Corporation. This section may be repealed, in whole or in part, at any time,

whether before or after an acquisition of control shares and, upon such repeal,

may, to the extent provided by any successor bylaw, apply to any prior or

subsequent control share acquisition.

 

                                   ARTICLE III

 

                                    DIRECTORS

 

         Section 1. GENERAL POWERS. The business and affairs of the Corporation

shall be managed under the direction of its Board of Directors.

 

         Section 2. NUMBER AND TENURE. At any regular meeting or at any special

meeting called for that purpose, a majority of the entire Board of Directors may

establish, increase or decrease the number of directors, provided that the

number thereof shall never be less than the minimum number required by the MGCL,

nor more than 15, and further provided that the tenure of office of a director

shall not be affected by any decrease in the number of directors.

 

         Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board

of Directors shall be held at such time and at any place or by means of remote

communication as shall be specified in a notice given as hereinafter provided

for special meetings of the Board of Directors. The Board of Directors may

provide, by resolution, the time and place for the holding of regular meetings

of the Board of Directors without other notice than such resolution.

 

         Section 4. SPECIAL MEETINGS. Special meetings of the Board of Directors

may be called by or at the request of the chairman of the board, the chief

executive officer, the president or by a majority of the directors then in

office. The person or persons authorized to call special meetings of the Board

of Directors may fix any place as the place for holding any special meeting of

the Board of Directors called by them. The Board of Directors may provide, by

resolution, the time and place for the holding of special meetings of the Board

of Directors without notice other than such resolution.

 

         Section 5. NOTICE. Notice of any special meeting of the Board of

Directors shall be delivered personally or by telephone, electronic mail,

facsimile transmission, United States mail or courier to each director at his or

her business or residence address. Notice by personal delivery, telephone,

electronic mail or facsimile transmission shall be given at least 24 hours prior

to the meeting. Notice by United States mail shall be given at least three days

prior to the meeting. Notice by courier shall be given at least two days prior

to the meeting. Telephone notice shall be deemed to be given when the director

or his or her agent is personally given such notice in a telephone call to which

the director or his or her agent is a party. Electronic mail notice shall be

deemed to be given upon transmission of the message to the electronic mail

address given to the Corporation by the director. Facsimile transmission notice

shall be deemed to be given upon completion of the transmission of the message

to the number given to the Corporation by the director and receipt of a

completed answer-back indicating receipt. Notice by United States mail shall be

deemed to be given when deposited in the United States mail properly addressed,

with postage thereon prepaid. Notice by courier shall be deemed to be given when

deposited with or delivered to a courier properly addressed. Neither the

business to be transacted at, nor the purpose of, any annual, regular or special

meeting of the Board of Directors need be stated in the notice, unless

specifically required by statute or these Bylaws.

 

         Section 6. QUORUM. A majority of the directors 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 directors are present at said

meeting, a majority of the directors present may adjourn the meeting from time

to time without further notice, and provided further that if, pursuant to the

charter of the Corporation or these Bylaws, the vote of a majority of a

particular group of directors is required for action, a quorum must also include

a majority of such group.

 

         The directors present at a meeting which has been duly called and

convened may continue to transact business until adjournment, notwithstanding

the withdrawal of enough directors to leave less than a quorum.

 

         Section 7. VOTING. The action of the majority of the directors present

at a meeting at which a quorum is present shall be the action of the Board of

Directors, unless the concurrence of a greater proportion is required for such

action by applicable statute or the charter. If enough directors have withdrawn

from a meeting to leave less than a quorum but the meeting is not adjourned, the

action of the majority of the directors still present at such meeting shall be

the action of the Board of Directors, unless the concurrence of a greater

proportion is required for such action by applicable statute or the charter.

 

         Section 8. ORGANIZATION. At each meeting of the Board of Directors, the

chairman of the board or, in the absence of the chairman, the vice chairman of

the board, if any, shall act as Chairman. In the absence of both the chairman

and vice chairman of the board, the chief executive officer or in the absence of

the chief executive officer, the president or in the absence of the president, a

director chosen by a majority of the directors present, shall act as Chairman.

The secretary or, in his or her absence, an assistant secretary of the

Corporation, or in the absence of the secretary and all assistant secretaries, a

person appointed by the Chairman, shall act as Secretary of the meeting.

 

         Section 9. TELEPHONE MEETINGS. Directors 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 10. WRITTEN CONSENT BY DIRECTORS. Any action required or

permitted to be taken at any meeting of the Board of Directors may be taken

without a meeting, if a consent in writing to such action is signed by each

director and such written consent is filed with the minutes of proceedings of

the Board of Directors.

 

         Section 11. VACANCIES. If for any reason any or all the directors cease

to be directors, such event shall not terminate the Corporation or affect these

Bylaws or the powers of the remaining directors hereunder (even if fewer than

three directors remain). Any vacancy on the Board of Directors for any cause

other than an increase in the number of directors shall be filled by a majority

of the remaining directors, even if such majority is less than a quorum. Any

vacancy in the number of directors created by an increase in the number of

directors may be filled by a majority vote of the entire Board of Directors. Any

individual so elected as director shall hold office until the next annual

meeting of stockholders and until his or her successor is elected and qualifies.

 

         Section 12. COMPENSATION. Directors shall not receive any stated salary

for their services as directors but, by resolution of the Board of Directors,

may receive compensation per year and/or per meeting and/or per visit to real

property or other facilities owned or leased by the Corporation and for any

service or activity they performed or engaged in as directors. Directors may be

reimbursed for expenses of attendance, if any, at each annual, regular or

special meeting of the Board of Directors or of any committee thereof and for

their expenses, if any, in connection with each property visit and any other

service or activity they performed or engaged in as directors; but nothing

herein contained shall be construed to preclude any directors from serving the

Corporation in any other capacity and receiving compensation therefor.

 

                  Section 13. LOSS OF DEPOSITS. No director 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 stock

have been deposited.

 

         Section 14. SURETY BONDS. Unless required by law, no director shall be

obligated to give any bond or surety or other security for the performance of

any of his or her duties.

 

         Section 15. RELIANCE. Each director, officer, employee and agent of the

Corporation shall, in the performance of his or her duties with respect to the

Corporation, be fully justified and protected with regard to any act or failure

to act in reliance in good faith upon the books of account or other records of

the Corporation, upon an opinion of counsel or upon reports made to the

Corporation by any of its officers or employees or by the adviser, accountants,

appraisers or other experts or consultants selected by the Board of Directors or

officers of the Corporation, regardless of whether such counsel or expert may

also be a director.

 

         Section 16. CERTAIN RIGHTS OF DIRECTORS, OFFICERS, EMPLOYEES AND

AGENTS. The directors shall have no responsibility to devote their full time to

the affairs of the Corporation. Any director or officer, employee or agent of

the Corporation, in his or her personal capacity or in a capacity as an

affiliate, employee, or agent of any other person, or otherwise, may have

business interests and engage in business activities similar to or in addition

to or in competition with those of or relating to the Corporation.

 

                                   ARTICLE IV

 

                                   COMMITTEES

 

         Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors

may appoint from among its members an Executive Committee, an Audit Committee

and other committees, composed of one or more directors, to serve at the

pleasure of the Board of Directors.

 

         Section 2. POWERS. The Board of Directors may delegate to committees

appointed under Section 1 of this Article any of the powers of the Board of

Directors, except as prohibited by law.

 

         Section 3. MEETINGS. Notice of committee meetings shall be given in the

same manner as notice for special meetings of the Board of Directors. A majority

of the members of the committee shall constitute a quorum for the transaction of

business at any meeting of the committee. The act of a majority of the committee

members present at a meeting shall be the act of such committee. The Board of

Directors may designate a chairman of any committee, and such chairman or, in

the absence of a chairman, any two members of any committee (if there are at

least two members of the Committee) may fix the time and place of its meeting

unless the Board shall otherwise provide. In the absence of any member of any

such committee, the members thereof present at any meeting, whether or not they

constitute a quorum, may appoint another director to act in the place of such

absent member. Each committee shall keep minutes of its proceedings.

 

         Section 4. TELEPHONE MEETINGS. Members of a committee of the Board of

Directors 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 5. WRITTEN CONSENT BY COMMITTEES. Any action required or

permitted to be taken at any meeting of a committee of the Board of Directors

may be taken without a meeting, if a consent in writing to such action is signed

by each member of the committee and such written consent is filed with the

minutes of proceedings of such committee.

 

         Section 6. VACANCIES. Subject to the provisions hereof, the Board of

Directors shall have the power at any time to change the membership of any

committee, to fill all vacancies, to designate alternate members to replace any

absent or disqualified member or to dissolve any such committee.

 

                                    ARTICLE V

 

                                    OFFICERS

 

         Section 1. GENERAL PROVISIONS. The officers of the Corporation shall

include a president, a secretary and a treasurer and may include a chairman of

the board, a vice chairman of the board, a chief executive officer, one or more

vice presidents, a chief operating officer, a chief financial officer, one or

more assistant secretaries and one or more assistant treasurers. In addition,

the Board of Directors may from time to time elect such other officers with such

powers and duties as they shall deem necessary or desirable. The officers of the

Corporation shall be elected annually by the Board of Directors, except that the

chief executive officer or president may from time to time appoint one or more

vice presidents, assistant secretaries, assistant treasurers or other officers.

Each officer shall hold office until his or her successor is elected and

qualifies or until 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. Election of an officer or agent shall not of itself

create contract rights between the Corporation and such officer or agent.

 

         Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the

Corporation may be removed, with or without cause, by the Board of Directors if

in its judgment the best interests of the Corporation 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 Corporation may resign at any time by

giving written notice of his or her resignation to the Board of Directors, the

chairman of the board, the president or the secretary. Any resignation shall

take effect immediately upon its receipt or at such later time specified in the

notice of resignation. 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 Corporation.

 

         Section 3. VACANCIES. A vacancy in any office may be filled by the

Board of Directors for the balance of the term.

 

         Section 4. CHIEF EXECUTIVE OFFICER. The Board of Directors may

designate a chief executive officer. In the absence of such designation, the

chairman of the board shall be the chief executive officer of the Corporation.

The chief executive officer shall have general responsibility for implementation

of the policies of the Corporation, as determined by the Board of Directors, and

for the management of the business and affairs of the Corporation.

 

         Section 5. CHIEF OPERATING OFFICER. The Board of Directors may

designate a chief operating officer. The chief operating officer shall have the

responsibilities and duties as set forth by the Board of Directors or the chief

executive officer.

 

         Section 6. CHIEF FINANCIAL OFFICER. The Board of Directors may

designate a chief financial officer. The chief financial officer shall have the

responsibilities and duties as set forth by the Board of Directors or the chief

executive officer.

 

         Section 7. CHAIRMAN OF THE BOARD. The Board of Directors shall

designate a chairman of the board. The chairman of the board shall preside over

the meetings of the Board of Directors and of the stockholders at which he or

she shall be present. The chairman of the board shall perform such other duties

as may be assigned to him or her by the Board of Directors.

 

         Section 8. PRESIDENT. In the absence of a designation of a chief

operating officer by the Board of Directors, the president shall be the chief

operating officer. He or she may execute any deed, mortgage, bond, contract or

other instrument, except in cases where the execution thereof shall be expressly

delegated by the Board of Directors or by these Bylaws to some other officer or

agent of the Corporation 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 Board of Directors from time to

time.

 

         Section 9. 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 such vice president by the president or by the Board of Directors.

The Board of Directors may designate one or more vice presidents as executive

vice president or as vice president for particular areas of responsibility.

 

         Section 10. SECRETARY. The secretary shall (a) keep the minutes of the

proceedings of the stockholders, the Board of Directors and committees of the

Board of Directors 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 corporate records and of the seal of

the Corporation; (d) keep a register of the post office address of each

stockholder which shall be furnished to the secretary by such stockholder; (e)

have general charge of the stock transfer books of the Corporation; 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 Board of Directors.

 

         Section 11. TREASURER. The treasurer shall have the custody of the

funds and securities of the Corporation and shall keep full and accurate

accounts of receipts and disbursements in books belonging to the Corporation and

shall deposit all moneys and other valuable effects in the name and to the

credit of the Corporation in such depositories as may be designated by the Board

of Directors. In the absence of a designation of a chief financial officer by

the Board of Directors, the treasurer shall be the chief financial officer of

the Corporation.

 

         The treasurer shall disburse the funds of the Corporation as may be

ordered by the Board of Directors, taking proper vouchers for such

disbursements, and shall render to the president and Board of Directors, at the

regular meetings of the Board of Directors or whenever it may so require, an

account of all his or her transactions as treasurer and of the financial

condition of the Corporation.

 

         If required by the Board of Directors, the treasurer shall give the

Corporation a bond in such sum and with such surety or sureties as shall be

satisfactory to the Board of Directors for the faithful performance of the

duties of his or her office and for the restoration to the Corporation, in case

of his or her death, resignation, retirement or removal from office, of all

books, papers, vouchers, moneys and other property of whatever kind in his or

her possession or under his or her control belonging to the Corporation.

 

         Section 12. 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 president or the Board of Directors. The assistant treasurers shall,

if required by the Board of Directors, give bonds for the faithful performance

of their duties in such sums and with such surety or sureties as shall be

satisfactory to the Board of Directors.

 

         Section 13. SALARIES. The salaries and other compensation of the

officers shall be fixed from time to time by the Board of Directors and no

officer shall be prevented from receiving such salary or other compensation by

reason of the fact that he or she is also a director.

 

                                   ARTICLE VI

 

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

 

         Section 1. CONTRACTS. The Board of Directors 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 Corporation and such authority may be general

or confined to specific instances. Any agreement, deed, mortgage, lease or other

document shall be valid and binding upon the Corporation when authorized or

ratified by action of the Board of Directors and executed by an authorized

person.

 

         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 Corporation shall be signed by such officer or agent of the

Corporation in such manner as shall from time to time be determined by the Board

of Directors.

 

         Section 3. DEPOSITS. All funds of the Corporation not otherwise

employed shall be deposited from time to time to the credit of the Corporation

in such banks, trust companies or other depositories as the Board of Directors

may designate.

 

                                   ARTICLE VII

 

                                      STOCK

 

         Section 1. CERTIFICATES; REQUIRED INFORMATION. In the event that the

Corporation issues shares of stock represented by certificates, such

certificates shall be signed by the officers of the Corporation in the manner

permitted by the MGCL and contain the statements and information required by the

MGCL. In the event that the Corporation issues shares of stock without

certificates, the Corporation shall provide to holders of such shares a written

statement of the information required by the MGCL to be included on stock

certificates.

 

         Section 2. TRANSFERS WHEN CERTIFICATES ISSUED. Upon surrender to the

Corporation or the transfer agent of the Corporation of a stock certificate duly

endorsed or accompanied by proper evidence of succession, assignment or

authority to transfer, the Corporation shall issue a new certificate to the

person entitled thereto, cancel the old certificate and record the transaction

upon its books.

 

         The Corporation shall be entitled to treat the holder of record of any

share of stock as the holder in fact thereof and, accordingly, shall not be

bound to recognize any equitable or other claim to or interest in such share or

on the part of any other person, whether or not it shall have express or other

notice thereof, except as otherwise provided by the laws of the State of

Maryland.

 

         Notwithstanding the foregoing, transfers of shares of any class of

stock will be subject in all respects to the charter of the Corporation and all

of the terms and conditions contained therein.

 

         Section 3. REPLACEMENT CERTIFICATE. The president, the secretary , the

treasurer or any officer designated by the Board of Directors may direct a new

certificate to be issued in place of any certificate previously issued by the

Corporation 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, an officer

designated by the Board of Directors may, in his or her 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 or she shall require and/or to give bond, with

sufficient surety, to the Corporation to indemnify it against any loss or claim

which may arise as a result of the issuance of a new certificate.

 

         Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The

Board of Directors may set, in advance, a record date for the purpose of

determining stockholders entitled to notice of or to vote at any meeting of

stockholders or determining stockholders entitled to receive payment of any

dividend or the allotment of any other rights, or in order to make a

determination of stockholders for any other proper 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

stockholders, not less than ten days, before the date on which the meeting or

particular action requiring such determination of stockholders of record is to

be held or taken.

 

                  In lieu of fixing a record date, the Board of Directors may

provide that the stock transfer books shall be closed for a stated period but

not longer than 20 days. If the stock transfer books are closed for the purpose

of determining stockholders entitled to notice of or to vote at a meeting of

stockholders, such books shall be closed for at least ten days before the date

of such meeting.

 

         If no record date is fixed and the stock transfer books are not closed

for the determination of stockholders, (a) the record date for the determination

of stockholders entitled to notice of or to vote at a meeting of stockholders

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 stockholders entitled

to receive payment of a dividend or an allotment of any other rights shall be

the close of business on the day on which the resolution of the directors,

declaring the dividend or allotment of rights, is adopted.

 

         When a determination of stockholders entitled to vote at any meeting of

stockholders has been made as provided in this section, such determination shall

apply to any adjournment thereof, except when (i) the determination has been

made through the closing of the transfer books and the stated period of closing

has expired or (ii) the meeting is adjourned to a date more than 120 days after

the record date fixed for the original meeting, in either of which case a new

record date shall be determined as set forth herein.

 

         Section 5. STOCK LEDGER. The Corporation 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

stockholder and the number of shares of each class held by such stockholder.

 

         Section 6. FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of Directors

may issue fractional stock or provide for the issuance of scrip, all on such

terms and under such conditions as they may determine. Notwithstanding any other

provision of the charter or these Bylaws, the Board of Directors may issue units

consisting of different securities of the Corporation. Any security issued in a

unit shall have the same characteristics as any identical securities issued by

the Corporation, except that the Board of Directors may provide that for a

specified period securities of the Corporation issued in such unit may be

transferred on the books of the Corporation only in such unit.

 

                                  ARTICLE VIII

 

                                 ACCOUNTING YEAR

 

         The Board of Directors shall have the power, from time to time, to fix

the fiscal year of the Corporation by a duly adopted resolution.

 

                                   ARTICLE IX

 

                                  DISTRIBUTIONS

 

         Section 1. AUTHORIZATION. Dividends and other distributions upon the

stock of the Corporation may be authorized by the Board of Directors, subject to

the provisions of law and the charter of the Corporation. Dividends and other

distributions may be paid in cash, property or stock of the Corporation, subject

to the provisions of law and the charter.

 

         Section 2. CONTINGENCIES. Before payment of any dividends or other

distributions, there may be set aside out of any assets of the Corporation

available for dividends or other distributions such sum or sums as the Board of

Directors may from time to time, in its absolute discretion, think proper as a

reserve fund for contingencies, for equalizing dividends or other distributions,

for repairing or maintaining any property of the Corporation or for such other

purpose as the Board of Directors shall determine to be in the best interest of

the Corporation, and the Board of Directors may modify or abolish any such

reserve.

 

                                    ARTICLE X

 

                                INVESTMENT POLICY

 

                  Subject to the provisions of the charter of the Corporation,

the Board of Directors may from time to time adopt, amend, revise or terminate

any policy or policies with respect to investments by the Corporation as it

shall deem appropriate in its sole discretion.

 

                                   ARTICLE XI

 

                                      SEAL

 

         Section 1. SEAL. The Board of Directors may authorize the adoption of a

seal by the Corporation. The seal shall contain the name of the Corporation and

the year of its incorporation and the words "Incorporated Maryland." The Board

of Directors may authorize one or more duplicate seals and provide for the

custody thereof.

 

         Section 2. AFFIXING SEAL. Whenever the Corporation is permitted or

required to affix 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 Corporation.

 

                                   ARTICLE XII

 

                     INDEMNIFICATION AND ADVANCE OF EXPENSES

 

         To the maximum extent permitted by Maryland law in effect from time to

time, the Corporation shall indemnify and, without requiring a preliminary

determination of the ultimate entitlement to indemnification, shall pay or

reimburse reasonable expenses in advance of final disposition of a proceeding to

(a) any individual who is a present or former director or officer of the

Corporation and who is made a party to the proceeding by reason of his or her

service in that capacity or (b) any individual who, while a director of the

Corporation and at the request of the Corporation, serves or has served as a

director, officer, partner or trustee of another corporation, real estate

investment trust, partnership, joint venture, trust, employee benefit plan or

other enterprise and who is made a party to the proceeding by reason of his or

her service in that capacity. The Corporation may, with the approval of its

Board of Directors, provide such indemnification and advance for expenses to a

person who served a predecessor of the Corporation in any of the capacities

described in (a) or (b) above and to any employee or agent of the Corporation or

a predecessor of the Corporation.

 

         Neither the amendment nor repeal of this Article, nor the adoption or

amendment of any other provision of the Bylaws or charter of the Corporation

inconsistent with this Article, shall apply to or affect in any respect the

applicability of the preceding paragraph with respect to any act or failure to

act which occurred prior to such amendment, repeal or adoption.

 

                                  ARTICLE XIII

 

                                WAIVER OF NOTICE

 

         Whenever any notice is required to be given pursuant to the charter of

the Corporation or these 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 XIV

 

                               AMENDMENT OF BYLAWS

 

         The Board of Directors shall have the exclusive power to adopt, alter

or repeal any provision of these Bylaws and to make new Bylaws.

</TEXT>

</DOCUMENT>

 

[As filed 5-8-2006]