AMENDED AND RESTATED
                                     BYLAWS
 
                                       of
 
                     AMERICAN HOME MORTGAGE INVESTMENT CORP.
 
                        Effective as of December 3, 2003
 
 
 
 
<PAGE>
 
 
                              AMENDED AND RESTATED
                                     BYLAWS
 
                                       OF
 
                     AMERICAN HOME MORTGAGE INVESTMENT CORP.
                     (hereinafter called the "Corporation")
 
 
 
                                    ARTICLE I
 
                                     OFFICES
 
            Section 1.  PRINCIPAL OFFICE. The principal executive office of the
Corporation shall be located at 520 Broadhollow Road, Melville, New York, 11747
or at such other place or places as the Board of Directors may designate.
 
            Section 2.  ADDITIONAL OFFICES. The Corporation may have additional
offices at such places as the Board of Directors may from time to time determine
or as the business of the Corporation may require.
 
            Section 3.  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 II
 
                            MEETINGS OF STOCKHOLDERS
 
            Section 1.  PLACE. All meetings of stockholders shall be held at the
principal office of the Corporation or at such other place within the United
States as shall be stated in the notice of the meeting.
 
            Section 2.  ANNUAL MEETING. The annual meeting of the stockholders
of the Corporation, for the election of members of the Board of Directors and
the transaction of such other business that may come properly before the
meeting, shall be held at such date and time during the month of June of each
calendar year as shall be determined by a majority of the Board of Directors.
 
                  (a)   To be properly brought before the annual meeting,
nominations of persons for election to the Board of Directors and any proposal
of business to be considered by the stockholders at the annual meeting of the
stockholders must be made or brought before the annual meeting either (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 2(a) and
 
 
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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 2(a).
 
                  (b)   For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (iii) of paragraph
(a) of this Section 2, 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 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 ninety (90) days nor more
than one hundred twenty (120) 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 thirty (30) days or delayed
by more than sixty (60) days from such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than the 120th day
prior to such annual meeting and not later than the close of business on the
later of the 90th 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
by the Corporation. In no event shall the public announcement of a postponement
or adjournment of an annual meeting to a later date or time 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, all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, 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
director if elected); (ii) as to any other business that the stockholder
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
stockholder on whose behalf the proposal is made; and (iii) as to the
stockholder giving the notice on whose behalf the nomination or proposal is
made, (x) the name and address of such stockholder, as they appear on the
Corporation's books, and (y) the class and number of shares of stock of the
Corporation which are owned beneficially and of record by such stockholder and
such beneficial owner.
 
                  (c)   Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted at the annual meeting except in
accordance with the procedures set forth in this Article II, Section 2. The
officer of the Corporation presiding at an annual meeting shall, if the facts
warrant, determine that business was not properly brought before the annual
meeting in accordance with the provisions of this Article II, Section 2, and if
he or she should so determine, he shall so declare to the annual meeting and any
such business not properly brought before the meeting shall not be transacted.
 
            Section 3.  SPECIAL MEETINGS.
 
            (a)   GENERAL. The President or the Chairman of the Board of
Directors, or a majority of the Board of Directors, or a duly authorized
committee thereof, may call a special meeting of the stockholders. Subject to
subsection (b) of this Section 3, a special
 
 
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meeting of stockholders shall only 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, shall
bear the date of signature of each such stockholder 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 Exchange Act, and Rule 14a-11 thereunder.
Upon receiving the Record Date Request Notice, the Board of Directors shall set
a record date for determining the stockholders entitled to vote at the special
meeting. In accordance with Section 2-502 of the Maryland General Corporation
Law, the Board of Directors shall have the sole power and authority to set the
record date of a special meeting of stockholders and the date, time and place of
any such meeting.
 
                  (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 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 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 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 in the
notice of the meeting. In the case of any special meeting called by the
Secretary upon the request of stockholders (a
 
 
                                      -3-
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"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. In fixing a date for any special
meeting, the Board of Directors may consider such factors as such person 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.
 
                  (5)   If at any time as a result of written revocations of
requests for the special meeting, stockholders of record (or their duly
authorized proxies or other 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 (10) 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 President or the Chairman of 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) five (5) 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 the Special Meeting Percentage 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 five (5)
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).
 
 
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            Section 4.  NOTICE. Not less than ten (10) or more than ninety (90)
days before any 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 or by presenting it to such stockholder
personally or by leaving it at his residence or usual place of business, or by
any other manner authorized by applicable law. If mailed, such notice shall be
deemed to be given when deposited in the United States mail addressed to the
stockholder at his post office address as it appears on the records of the
Corporation, with postage thereon prepaid.
 
            Section 5.  SCOPE OF NOTICE. Subject to the provisions of Section 2
of Article II of these Bylaws, 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 6.  ORGANIZATION. At every meeting of stockholders, 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, or a Chairman chosen by the stockholders
entitled to cast a majority of the votes which all stockholders present in
person or by proxy are entitled to cast, 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. 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
7 shall not affect any requirement under any statute, the charter of the
Corporation (the "Charter") or these Bylaws 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 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 adjourned meeting until such
quorum is present. 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.
 
            Section 8.  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, the Charter of the Corporation or these
 
 
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Bylaws. Unless otherwise provided in the Charter (including any articles
supplementary for any series of preferred stock), each outstanding share,
regardless of class or series, shall be entitled to one vote on each matter
submitted to a vote at a meeting of stockholders.
 
            Section 9.  PROXIES. A stockholder may cast the votes entitled to be
cast by the shares of the stock owned of record by such stockholder either in
person or may authorize another person or persons to act for such stockholder as
proxy in any manner permitted by applicable law. Such proxy shall be filed with
the Secretary of the Corporation before or at the time of the meeting. No proxy
shall be valid after eleven (11) months from the date of its execution, unless
otherwise provided in the proxy.
 
            Section 10. VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the
Corporation registered in the name of a partnership, trust, another corporation
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 name as such fiduciary, either in
person or by proxy.
 
            Shares of stock of the Corporation indirectly owned by the
Corporation 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 and are deemed
outstanding under applicable law, 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 11. INSPECTORS. At any meeting of stockholders, the Chairman
of the meeting may, or upon the request of any stockholder 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
 
 
                                      -6-
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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 stockholders.
 
            Each report of an 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. 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.
 
                                   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,
except those specifically reserved or granted to the stockholders by statute or
by the Charter or these Bylaws, shall be exercised by, or under the authority
of, the Board of Directors. Except as otherwise agreed between the Corporation
and the Director, each individual Director may engage in other business
activities of the type conducted by the Corporation and is not required to
present to the Corporation any investment opportunities presented to them even
though the investment opportunities may be within the scope of the Corporation's
investment policies.
 
            Section 2.  NUMBER; QUALIFICATIONS.
 
            (a)   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 three (3), or more than twelve (12); and provided,
further, that the tenure of office of a director shall not be affected by any
decrease in the number of directors.
 
            (b)   A majority of the members of the Board of Directors shall be
independent (each, an "Independent Director"), as determined by the Board of
Directors from time to time (such determination to be conclusive) with reference
to the listing standards of any national securities exchange or trading market
on which the Corporation's Common Stock is traded and with reference to any
other laws, rules and regulations applicable to the Corporation; provided,
however, that such requirement shall not apply (i) during a period not to exceed
sixty (60) days following the death, resignation, incapacity or removal from
office of a director prior to the expiration of the director's term of office or
(ii) prior to the Merger Effective Time (as such term is defined in Article V of
the Charter). Notwithstanding the foregoing requirement that a majority of the
Board of Directors be Independent Directors, no action otherwise validly taken
by the Board during a period in which it is permitted in
 
 
                                      -7-
<PAGE>
 
accordance with the preceding sentence that a majority of its members are not
Independent Directors shall be invalidated or otherwise affected by such
circumstance.
 
            Section 3.  ANNUAL AND REGULAR MEETINGS. An annual meeting of the
Board of Directors shall be held immediately after and at the same place as the
annual meeting of stockholders, no notice other than this Bylaw being necessary.
The Board of Directors may provide, by resolution, the time and place, either
within or without the State of Maryland, 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 of
Directors, the Chairman of the Executive Committee of the Board of Directors,
the Chief Executive Officer of the Company or by a majority of directors then in
office. The person or persons authorized to call special meetings of the Board
of Directors may fix any place, whether within or without the State of Maryland,
as the place for holding any special meeting of the Board of Directors called by
them.
 
            Section 5.  NOTICE. Notice of any special meeting of the Board of
Directors shall be delivered personally or by telephone, facsimile transmission,
United States mail or courier to each director at his business or residence
address. Notice by personal delivery, by telephone or a facsimile transmission
shall be given at least two (2) days prior to the meeting. Notice by mail shall
be given at least five (5) days prior to the meeting and shall be deemed to be
given when deposited in the United States mail properly addressed, with postage
thereon prepaid. Telephone notice shall be deemed to be given when the director
is personally given such notice in a telephone call to which he is a party.
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. 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. The presence of a majority of the total number
of 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 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.
 
 
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            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.
 
            Section 8.  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 9.  ACTION BY DIRECTORS WITHOUT MEETING. 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 10. VACANCIES. Except as may be otherwise provided for or
fixed pursuant to the rights of holders of any class or series of preferred
stock to elect directors, a vacancy on the Board of Directors that occurs or is
created (whether arising through death, retirement, resignation or removal or
through an increase in the number of authorized directors), may be filled by the
affirmative vote of a majority of the remaining directors, even though less than
a quorum, or by its sole director. A director so elected to fill a vacancy shall
serve until the next annual meeting of stockholders and until such director's
successor shall have been duly elected and qualified. A director elected by the
stockholders to fill a vacancy shall serve for the remainder of the term of the
class of the director in which the vacancy had existed. When a vacancy is
created as a result of the resignation of a director from the Board of
Directors, which resignation is not effective until a future date, such director
shall not have the power to vote to fill such vacancy.
 
            Section 11. COMPENSATION. Directors shall not receive any stated
salary for their services as directors but, by resolution of the Board of
Directors, may receive compensation from time to time. 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.
 
            Section 12. Resignations. Any director or member of a committee may
resign at any time. Such resignation shall be made in writing and shall take
effect at the time specified therein, or if no time be specified, at the time of
the receipt by the Chairman of the Board, the President or the Secretary.
 
            Section 13. REMOVAL OF DIRECTORS. Subject to the rights of holders
of any class or series of preferred stock to remove directors elected by such
class or series, any director may be removed only for cause and only upon the
affirmative vote of the stockholders holding not less than two-thirds of all the
votes entitled to be cast for the election of directors.
 
            Section 14. POLICIES AND RESOLUTIONS. The investment policies of the
Corporation and the restrictions thereon shall be established from time to time
by the
 
 
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Board of Directors. The Board of Directors shall insure that the investment
policies of the Corporation and the limitations thereon or amendment thereof are
at all times:
 
            (a)   consistent with such policies, limitations and restrictions as
are contained in these Bylaws, or in the Corporation's Charter, subject to
revision from time to time at the discretion of the Board of Directors without
stockholder approval unless otherwise required by law; and
 
            (b)   following the Merger Effective Date (as defined in the
Charter), in compliance with the restrictions applicable to real estate
investment trusts (REITs) pursuant to the Internal Revenue Code of 1986, as
amended, unless and until the Board of Directors determines that it is no longer
in the best interests of the Corporation to continue to have the Corporation
qualify as a REIT.
 
            Section 15. 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 16. 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 duties.
 
            Section 17. RELIANCE. Each director, officer, employee and agent of
the Corporation shall, in the performance of his 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.
 
                                   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, a Compensation Committee and other committees, composed of one or
more directors, to serve at the pleasure of the Board of Directors.
 
            Section 2.  POWERS.
 
            (a)   The Board of Directors may delegate to committees appointed
under Section 1 of this Article IV any of the powers of the Board of Directors,
except as prohibited by law. Any such committee, to the extent provided in the
resolution of the Board of Directors, and to the maximum extent permitted under
Maryland General Corporation Law, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the
 
 
                                      -10-
<PAGE>
 
Corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to amending the
Charter, adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution or any other
matter requiring the approval of the stockholders of the Corporation, or
amending the Bylaws of the Corporation; and no such committee shall have the
power or authority to authorize or declare a dividend, to authorize the issuance
of stock (except that, if the Board of Directors has given general authorization
for the issuance of stock providing for or establishing a method or procedure
for determining the maximum number of shares to be issued, a committee of the
Board of Directors may, in accordance with that general authorization or any
stock option or other plan or program adopted by the Board of Directors:
authorize or fix the terms of stock subject to classification or
reclassification, including the designations and any of the preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications, or terms or conditions of redemption of such shares;
within the limits established by the Board of Directors, fix the number of any
such class or series of stock or authorize the increase or decrease in the
number of shares of any series or class; and otherwise establish the terms on
which any stock may be issued, including the price and consideration for such
stock), or to approve any merger or share exchange, regardless of whether the
merger or share exchange requires stockholder approval.
 
            (b)   In addition to any other committees that may be established
from time to time, the Corporation shall, from and after the Merger Effective
Time (as defined in Article V of the Charter), have the following committees,
the specific authority and members of which shall be as designated herein, in
such committee's charter or otherwise by resolution of the Board of Directors:
 
                  (i)   An Audit Committee, which shall consist solely of
Independent Directors and which shall, among other things, engage the
independent public accountants, review with the independent public accountants
the plans and results of the audit engagement, approve professional services
provided by the independent public accountants, review the independence of the
independent public accountants, consider the range of audit and non-audit fees
and review the adequacy of the Corporation's internal accounting controls.
 
                  (ii)  A Compensation Committee, which shall consist solely of
Independent Directors and which shall determine compensation for the
Corporation's executive officers, and shall, among other things, review and make
recommendations concerning proposals by management with respect to compensation,
bonus, employment agreements and other benefits and policies respecting such
matters for the executive officers of the Corporation.
 
            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
 
 
                                      -11-
<PAGE>
 
Chairman of any committee, and such Chairman or any two (2) members of any
committee (if there are at least two (2) 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 and shall report the same to the Board of Directors at the
meeting next succeeding.
 
            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.  ACTION BY COMMITTEES WITHOUT MEETING. 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 Chief Executive Officer, a President, a Secretary and a
Treasurer and may include a Chairman of the Board, a Vice Chairman of the Board,
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 appoint 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 at the first meeting of the Board of Directors held after each annual
meeting of stockholders. 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 its discretion, the Board of Directors may leave unfilled any office
except that of President, Treasurer and Secretary. Election of an officer or
agent shall not of itself create contract rights between the Corporation and
such officer or agent. The Board of Directors may delegate to any committee of
the Board of Directors the power to elect subordinate officers
 
 
                                      -12-
 
<PAGE>
 
and may delegate to any officer or committee of the Board of Directors the power
to retain or appoint employees or other agents.
 
            Section 2.  REMOVAL AND RESIGNATION. Any officer or agent of the
Corporation may be removed 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 resignation to the Board of Directors, 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 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.  General Powers. All officers of the Corporation as
between themselves and the Corporation shall, respectively, have such authority
and perform such duties in the management of the property and affairs of the
Corporation as may be determined by resolution of the Board of Directors, or in
the absence of controlling provisions in a resolution of the Board of Directors,
as may be provided in these Bylaws.
 
            Section 5.  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 and overseen by the Board of
Directors, and for the management of the business and affairs of the
Corporation, and shall have all of the powers and authority of management
usually vested in the office of chief executive officer of corporations as well
as such other duties as may be prescribed from time to time by the Board of
Directors.
 
            Section 6.  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 7.  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 8.  CHAIRMAN AND VICE CHAIRMAN OF THE BOARD. The Chairman of
the Board designated by the Board of Directors shall preside over the meetings
of the Board of Directors and of the stockholders at which he shall be present.
In the absence of the Chairman of the Board, the Vice Chairman of the Board, if
there be one, shall preside at such meetings at which he shall be present. The
Chairman of the Board and the Vice
 
 
 
                                      -13-
<PAGE>
 
 
Chairman of the Board shall, respectively, perform such other duties as may be
assigned to him or them by the Board of Directors.
 
            Section 9.  PRESIDENT. The President or Chief Executive Officer, as
the case may be, shall in general supervise and control all of the business and
affairs of the Corporation, and shall have the general powers and duties of
management usually vested in the office of president of corporations as well as
such other duties as may be prescribed from time to time by the Board of
Directors. 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 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.
 
            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 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 11. 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 share transfer books of the Corporation; and (f)
in general perform such other duties as from time to time may be assigned to him
or her by the Chief Executive Officer, the President or the Board of Directors.
 
            Section 12. 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
 
 
                                      -14-
<PAGE>
 
whenever it may so require, an account of all his 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 office and for the restoration to the Corporation, 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 or her control belonging to the Corporation.
 
            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 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 14. 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 executed by one or more of the directors or by an
authorized person shall be valid and binding upon the Board of Directors and
upon the Corporation when authorized or ratified by action of the Board of
Directors.
 
            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.
 
 
                                      -15-
<PAGE>
 
                                   ARTICLE VII
 
                                      STOCK
 
            Section 1.  CERTIFICATES. Each stockholder shall be entitled to a
certificate or certificates which shall represent and certify the number of
shares of each class of stock held by him in the Corporation. Each certificate
shall be signed by the Chairman or Vice Chairman of the Board of Directors, the
Chief Executive Officer or 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 Corporation.
 
            The signatures may be either manual or facsimile. Certificates shall
be consecutively numbered; and if the Corporation shall, from time to time,
issue several classes of stock, 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 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
Corporation, shall have a statement of such restriction, limitation, preference
or redemption provision, or a summary thereof, plainly stated on the
certificate. If the Corporation has authority to issue stock of more than one
class, the certificate shall contain on the face or back a full statement or
summary of the designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends and other
distributions, qualifications and terms and conditions of redemption of each
class of stock and, if the Corporation is authorized to issue any preferred or
special class in series, the differences in the relative rights and preferences
between the shares of each series to the extent they have been set and the
authority of the Board of Directors to set the relative rights and preferences
of subsequent series. In lieu of such statement or summary, the certificate may
state that the Corporation will furnish a full statement of such information to
any stockholder upon request and without charge.
 
            Section 2.  TRANSFERS. No transfers of shares of the Corporation
shall be made if (i) void ab initio pursuant to any provision of the
Corporation's Charter or (ii) the Board of Directors, pursuant to any provision
of the Corporation's Charter, shall have refused to permit the transfer of such
shares. Permitted transfers of shares of the Corporation shall be made on the
share records of the Corporation only upon the instruction of the registered
holder thereof, or by his or her 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 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
 
 
                                      -16-
<PAGE>
 
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. 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 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 ninety (90) days and, in the case of a meeting
of stockholders, not less than ten (10) 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 twenty (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 (10) 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; 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
 
 
                                      -17-
<PAGE>
 
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.
 
            Section 7.  EXEMPTION FROM CONTROL SHARE ACQUISITION STATUTE.
Notwithstanding any other provision of the Charter or these Bylaws, Subtitle 7
of Title 3 of the Maryland General Corporation Law, or any successor statute,
shall not apply to any acquisition of shares of stock of the Corporation by any
person. This Section 7 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 VIII
 
                                  DISTRIBUTIONS
 
            Section 1.  AUTHORIZATION. Dividends and other distributions upon
the stock of the Corporation may be authorized and declared by the Board of
Directors, subject to the provisions of law and the Charter. Dividends and other
distributions may be paid in cash, property or stock of the Corporation, subject
to applicable 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 in the manner in which it was created.
 
 
                                      -18-
<PAGE>
 
                                   ARTICLE IX
 
                                INVESTMENT POLICY
 
            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 X
 
                                      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 XI
 
                     INDEMNIFICATION AND ADVANCE OF EXPENSES
 
            Section 1.  Indemnification of Agents. To the maximum extent
permitted by the laws of the State of Maryland 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 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 another corporation, real
estate investment trust, partnership, joint venture, trust, employee benefit
plan or any other enterprise as a director, officer, partner or trustee of such
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 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 these Bylaws or the Charter 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.
 
 
                                      -19-
<PAGE>
 
            Section 2.  AUTHORITY TO ADVANCE EXPENSES. Expenses incurred by an
officer or director (acting in his or her capacity as such) in defending an
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition thereof; provided, however, that such expenses shall be
advanced only upon delivery to the Corporation of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that he or she is not entitled to indemnification by the Corporation
as authorized in this Article or otherwise. Expenses incurred by other agents of
the Corporation (or by the directors or officers not acting in their capacity as
such, including service with respect to employee benefit plans) may be advanced
upon such terms and conditions as the Board of Directors deems appropriate. Any
obligation to reimburse the Corporation for expense advances shall be unsecured
and no interest shall be charged thereon.
 
            Section 3.  RIGHT OF CLAIMANT TO BRING SUIT. If a claim under
Section 1 or 2 of this Article is not paid in full by the Corporation within
ninety (90) days after a written claim has been received by the Corporation, the
claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expenses (including
attorneys' fees) of prosecuting such claims.
 
            Section 4.  INSURANCE. The Corporation may to the fullest extent
permitted by law, purchase and maintain insurance on behalf of any such person
against any liability which may be asserted against such person.
 
            Section 5.  INDEMNIFICATION NON-EXCLUSIVE. The indemnification
provided herein shall not be deemed to limit the right of the Corporation to
indemnify any other person for any such expenses to the fullest extent permitted
by law, nor shall it be deemed exclusive of any other rights to which any person
seeking indemnification from the Corporation may be entitled under any
agreement, vote of stockholders or disinterested Directors, or otherwise, both
as to action in such person's official capacity and as to action in another
capacity while holding such office.
 
            Section 6.  SUBROGATION. In the event of payment under this Article,
the Corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of the indemnified person, who shall execute all papers
required and shall do everything that may be necessary to secure such rights,
including the execution of such documents necessary to enable the Corporation to
effectively bring suit to enforce such rights.
 
            Section 7. NO DUPLICATION OF PAYMENTS. The Corporation shall not be
liable under this Article to make any payment in connection with any claim
against the indemnified person to the extent such person has actually received
payment (under any insurance policy, agreement, vote or otherwise) of the
amounts otherwise indemnifiable hereunder.
 
 
 
 
                                      -20-
<PAGE>
 
                                   ARTICLE XII
 
                                WAIVER OF NOTICE
 
            Whenever any notice is required to be given pursuant to the Charter
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 XIII
 
                               AMENDMENT OF BYLAWS
 
            The Board of Directors, by the affirmative vote of at least a
majority of the entire Board, shall have the exclusive power to adopt, alter,
amend, modify or repeal any provision of these Bylaws and to adopt new Bylaws.