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                                                                     EXHIBIT 3.3

                            ARBOR REALTY TRUST, INC.

                                     BYLAWS

                                    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 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 agents duly authorized in writing), shall bear the date
of signature of

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each such stockholder (or such 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 (or any successor provision) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). 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 agents duly authorized in writing) 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 such 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), the class, series and number of
all shares of stock of the Corporation which are owned by each such stockholder,
and the nominee holder for, and number of, shares owned by such stockholder
beneficially but not of record, 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
president, chief executive officer or 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

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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 office 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 the 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 written revocations of requests for the special meeting
have been delivered to the secretary and the result is that stockholders of
record (or their agents duly authorized in writing), as of the Request Record
Date, entitled to cast less than the Special Meeting Percentage have delivered,
and not revoked, requests for a special meeting to the secretary, the secretary
shall: (i) if the notice of meeting has not already been mailed, refrain from
mailing the notice of the meeting and send to all requesting stockholders who
have not revoked such requests written notice of any revocation of a request for
the special meeting, or (ii) if the notice of meeting has been mailed and if the
secretary first sends to all requesting stockholders who have not revoked
requests for a special meeting written notice of any revocation of a request for
the special meeting and written notice of the secretary's intention to revoke
the notice of the meeting, revoke the notice of the meeting at any time before
ten days before the commencement 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 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)
five 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
five 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 New York 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

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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, or in the
absence of assistant secretaries, an individual appointed by the Board of
Directors or the chairman of the meeting, 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 and other such individuals 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 and other such individuals 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 individual 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,

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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

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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, 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
individuals for election to the Board of Directors and the proposal of other
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
by the stockholder as 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 has complied with
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 set forth all information required under
this Section 11 and shall be delivered to the Secretary at the principal
executive office 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

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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 public announcement 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 individual whom
the stockholder proposes to nominate for election or reelection as a director,
(A) the name, age, business address and residence address of such individual,
(B) the class, series and number of any shares of stock of the Corporation that
are beneficially owned by such individual, (C) the date such shares were
acquired and the investment intent of such acquisition and (D) all other
information relating to such individual 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 individual'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 such business, the reasons for proposing
such business at the meeting and any material interest in such business of such
stockholder and any Stockholder Associated Person (as defined below),
individually or in the aggregate, including any anticipated benefit to the
stockholder and the Stockholder Associated Person therefrom; (iii) as to the
stockholder giving the notice and any Stockholder Associated Person, the class,
series and number of all shares of stock of the Corporation which are owned by
such stockholder and by such Stockholder Associated Person, if any, and the
nominee holder for, and number of, shares owned beneficially but not of record
by such stockholder and by any such Stockholder Associated Person; (iv) as to
the stockholder giving the notice and any Stockholder Associated Person covered
by clauses (ii) or (iii) of this paragraph (2) of this Section 11(a), 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 Stockholder
Associated Person; and (v) to the extent known by the stockholder giving the
notice, the name and address of any other stockholder supporting the nominee for
election or reelection as a director or the proposal of other business on the
date of such stockholder's notice.

                  (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 public announcement of
such action at least 100 days prior to the first anniversary of the date of
mailing of the notice 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 office 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.

                  (4)      For purposes of this Section 11, "Stockholder
Associated Person" of any stockholder shall mean (i) any person controlling,
directly or indirectly, or acting in concert with, such stockholder, (ii) any
beneficial owner of shares of stock of the Corporation owned of record or

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beneficially by such stockholder and (iii) any person controlling, controlled by
or under common control with such Stockholder Associated Person.

         (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
individuals 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 individuals to the Board
of Directors, any such stockholder may nominate an individual or individuals (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 (2) of this
Section 11(a) shall be delivered to the Secretary at the principal executive
office 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 five Business Days of delivery of such
request (or such other period as may be specified in such request), written
verification, satisfactory, in the discretion of the Board of Directors or any
committee thereof or any authorized officer of the Corporation, to demonstrate
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 information as to which written verification was requested may
be deemed not to have been provided in accordance with this Section 11.

                  (2)      Only such individuals who are nominated in accordance
with this Section 11 shall be eligible for election 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 this Section 11. The chairman of
the meeting shall have the power to determine whether a nomination or any other
business proposed to be brought before the meeting was made or proposed, as the
case may be, in accordance with this Section 11.

                  (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 Securities and Exchange Commission
pursuant to the Exchange Act.

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                  (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 (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, TENURE AND QUALIFICATIONS. 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 Maryland General Corporation Law, nor more than 9, 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 immediately after and at the
same place as the annual meeting of stockholders, no notice other than this
Bylaw being necessary. In the event such meeting is not so held, the meeting may
be held at such time and place 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

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resolution, the time and place for the holding of special meetings of the Board
of Directors without other notice 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 a majority of that number of Directors necessary to
constitute a quorum 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 by 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

                                       10
<PAGE>

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 serve 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.

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<PAGE>

         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, 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. 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.

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<PAGE>

                                    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, a chief credit 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 and assistant treasurers or other officers. Each officer shall hold
office until his or her successor is elected and qualifies or until his or her
death, or his or her 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.

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<PAGE>

                  Section 7.        CHIEF CREDIT OFFICER. The Board of Directors
may designate a chief credit officer. The chief credit officer shall have the
responsibilities and duties as set forth by the Board of Directors or the chief
executive officer.

                  Section 8.        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 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 9.        PRESIDENT. In the absence of a chief
executive officer, the president shall in general supervise and control all of
the business and affairs of the Corporation. 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;
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 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 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 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 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 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 whenever it may so

                                       14
<PAGE>

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 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 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.

                                       15
<PAGE>

                                   ARTICLE VII

                                      STOCK

                  Section 1.        CERTIFICATES. Except as otherwise provided
in these Bylaws, this Section shall not be interpreted to limit the authority of
the Board of Directors to issue some or all of the shares of any or all of its
classes or series without certificates. Each stockholder, upon written request
to the secretary of the Corporation, 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 of the board, 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. If any class of stock is
restricted by the Corporation as to transferability, the certificate shall
contain a full statement of the restriction or state that the Corporation will
furnish information about the restrictions to the stockholder on request and
without charge.

                  Section 2.        TRANSFERS. 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.

                                       16
<PAGE>

                  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 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.

                                       17
<PAGE>

                  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.

                                       18
<PAGE>

                                   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 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 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

                                       19
<PAGE>

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.

                                       20

